UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: September 9, 1998
COVENTRY INDUSTRIES CORP.
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(Exact name of registrant as specified in its charter)
FLORIDA 000-22653 65-0353816
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
7777 Glades Road, Suite 211
Boca Raton, Fl 333433
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 561-488-4802
Not Applicable
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(Former name or former address, if changed since last report)
The registrant hereby amends the items of its Report on Form 8-K as
filed on June 29, 1998 as set forth below:
Item 7. Financial Statements and Exhibits
Proforma Combined Financial Information
Introductory Note
The following proforma financial statements set forth certain unaudited
condensed proforma financial information for the Company after giving effect to
the disposition of LPS Acquisition, Inc. on June 29, 1998 (effective May 29,
1998) as if such transaction had been consummated as of the beginning of each
period presented, and with respect to the balance sheet as of March 31, 1998.
The information contained in the following statements do not purport to be
indicative of the results of operations of the Company which may have been
obtained had the disposition of LPS Acquisition, Inc. been disposed of on the
dates assumed.
The unaudited condensed proforma combined financial information is preliminary
and, accordingly, is subject to change. The disposition adjustments are
preliminary and have been made solely for purposes of developing such proforma
financial information.
COVENTRY INDUSTRIES CORP
PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1998
(Unaudited)
Historical
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Coventry Proforma
Industries Adjustments Combined
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ASSETS
Current assets
Cash $ 16,033(1) 2,672 $ 18,705
Accounts receivable 1,551,614(1) (283,894) 1,267,720
Other receivable 319,793(1) (125,307) 194,486
Inventory 1,942,066(1) 42,427 1,984,493
Prepaid expenses 746,914(1) (6,288) 740,626
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Total current assets 4,576,420 4,206,030
Property, plant and equipment 2,993,980(1) (159,279) 2,834,701
(1) 815,000
Other assets 3,975,193(1) (818,399) 3,971,794
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$11,545,593 $11,012,525
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Trade accounts payable $ 1,227,120(1) (258,469) $ 968,651
Accrued expenses 849,200(1) (2,584) 846,616
Factoring line of credit 291,888 291,888
Income tax payable 58,451 58,451
Current maturities of long-term debt 67,353 67,353
Note payable - related party 27,958 27,958
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Total current liabilities 2,521,970 2,260,917
Other liabilities 1,252,847(1) (377,940) 874,907
(1) 815,000
Total stockholders' equity (deficit) 7,770,776(1) (709,075) 7,876,701
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$11,545,593 $11,012,525
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COVENTRY INDUSTRIES CORP
PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 1998
(Unaudited)
Historical
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Coventry Proforma
Industries Adjustments Combined
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Revenue $ 7,766,881 (1) (1,511,262) $ 6,255,619
Cost of sales 6,004,200 (1) (1,563,722) 4,440,478
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Gross profit 1,762,681 1,815,141
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Operating expenses
General and administrative 2,267,774 (1) (575,059) 1,692,715
Depreciation and amortization 261,412 261,412
Professional fees 747,471 747,471
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3,276,657 2,701,598
Operating income (loss) (1,513,976) (886,457)
Other expenses
Interest expense (131,913)(1) 45,022 (86,891)
Interest income 3,222 (1) (367) 2,855
Other 40,241 (1) (36,249) 3,992
Gain on sale of subsidiary 0 (1) 815,000 815,000
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(88,450) 734,956
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Loss before income tax benefit (1,602,426) (151,501)
Income tax (benefit) 0
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Net income (loss) $ (1,602,426) $ (151,501)
=============== =============
Income (loss) per share
Net loss per common share $ (0.58) $ (0.05)
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Weighted average shares
outstanding 2,764,280 2,764,280
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COVENTRY INDUSTRIES CORP
(FORMERLY WORKFORCE SYSTEMS CORP.)
PROFORMA CONDENSED BALANCE SHEET
JUNE 30, 1998
(Unaudited)
The following proforma adjustments have been made:
dr cr
-- --
(1) Cash 2,672
Accounts receivable 283,894
Other receivable 125,307
Inventory 42,427
Prepaid expenses 6,288
Property, plant and equipment 159,279
Other assets 3,399
Trade accounts payable 258,469
Accrued expenses 2,584
Other liabilities 377,940
Total stockholders' equity 1,345,000
Revenue 1,511,262
Cost of sales 1,563,722
General and administrative 575,059
Interest expense 45,022
Interest income 367
Other 36,249
Gain on sale of subsidiary 815,000
To record sale of LPS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 9, 1998 By: /s/ Robert L. Hausman
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Robert L. Hausman,
President