FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 31, 2001
[Supplemented November 28, 2001]
Fighton Succession Corporation
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(Exact Name of registrant as specified in its charter)
[To Be Known As Key Card Communications, Inc.]
California 33-14982-LA 33-0897453
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(State or other jurisdiction (Commission File Number) (I.R.S. Employee
of incorporation) Identification No.)
5969 Cattleridge Boulevard, Suite 200, Sarasota, Florida 34232
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(Address of principal executive offices)
Registrant's telephone number, including area code (941) 552-2140
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Non Applicable
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(Former name or former address, if changed since last report.)
Certain statements in this Amended 8-K and attached Financials including,
without limitation, information set forth under Item 1 on projected or estimated
financial status of the Company may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"),
including, without limitation, statements regarding th Company's expectations,
beliefs, estimates, intentions, and strategies about the future. Words such as,
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates,"
or variations of such words and similar expressions are intended to identify
such forward-looking statements, but their absence does not mean that the
statement is not forward-looking. The Company desires to avail itself of
certain "safe harbor" provisions of the Act and is therefore including this
special note to enable the Company to do so and to disclose such projections
without warranting they can be realized.
ITEM 1: CHANGE IN CONTROL OF REGISTRANT
As earlier reported in the prior 8-K of Fighton and the recently filed Form
10-QSB, the company has recently completed the initial phase of its
reorganization with Key Card Communications, Inc. ("Key Card"). The terms of
this reorganization are described in significant detail along with the resulting
entity, its business and management in the recently filed 10-QSB Report which is
incorporated by this reference.
Fighton intends to call a special shareholder prior to year end to ratify the
reorganization, propose the election of the present Board, change its name to
Key Card Communications, Inc., ratify the continuation of Weinberg & Company,
P.A. as the independent auditors of Fighton until the next regular meeting, and
to discuss and vote upon related matters.
The primary purpose of this Amended 8-K Filing is to provide the consolidated
unaudited Financial Statements reflecting the acquisition of Key Card and its
subsidiary 5 Star Communications, as earlier represented.
ITEM 4: CHANGE OF REGISTRANT'S CERTIFIED ACCOUNTANT
Fighton has entered into an agreement to continue the services of the Florida
CPA firm of Weinberg & Company, P.A. of Boca Raton, Florida to provide the
independent accounting and auditing services to the Registrant. Weinberg &
Company were the prior auditors for Fighton. Registrant would propose asking the
shareholders to ratify the appointment of Weinberg & Company, P. A. at the next
annual meeting, anticipated to be held before year end, for a term extending to
the next annual meeting to be held.
ITEM 6: RESIGNATION OF REGISTRANT'S DIRECTORS
See prior 8-K Filing and 10-QSB.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
Fighton has subsequently obtained the standard consolidated unaudited Financial
Statement for Key/Fighton with notes for the period ending September 30, 2001
which are attached hereto and incorporated by this reference.
It should be noted that such financials almost exclusively reflect the
activities of Key Card and its subsidiary 5 Star as Fighton does not have any
significant other assets and no other business activities. It should also be
noted the Notes to such Financial Statement contain a concern by the auditors
that the consolidated companies may not be considered a "going concern" due to
significant net operating losses and accumulated deficit of Key Card.
Exhibits:
1. Consolidated Unaudited Financial Statements - September 30, 2001.
SIGNATURE
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.
FIGHTON SUCCESSION CORPORATION
To Be Known As Key Card Communications, Inc.
Date: By:
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Mr. Michael Rejbeni
President
Exhibit 1
FIGHTON SUCCESSION CORPORATION
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2001
FIGHTON SUCCESSION CORPORATION
AND SUBSIDIARIES
CONTENTS
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PAGE 1 INDEPENDENT ACCOUNTANT'S REPORT
PAGE 2 CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2001
(UNAUDITED)
PAGE 3 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
THREE AND NINE MONTHS ENDEDSEPTEMBER 30, 2001
(UNAUDITED)
PAGE 4 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED)
PAGES 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF
SEPTEMBER 30, 2001 (UNAUDITED)
INDEPENDENT ACCOUNTANTS' REPORT
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To the Board of Directors of:
Fighton Succession Corporation and Subsidiaries
We have reviewed the accompanying consolidated balance sheet, statements of
operations and cash flows of Fighton Succession Corporation and Subsidiaries as
of September 30, 2001 and for the three months then ended. These consolidated
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to
the financial statements, the Company's working capital deficiency of
$1,612,405, stockholders' deficiency of $1,103,495, and net loss from operations
of $5,614,804 raise substantial doubt about its ability to continue as a going
concern. Management's Plan in regards to these matters is also described in
Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, FL
November 16, 2001
FIGHTON SUCCESSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2001
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(UNAUDITED)
ASSETS
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CURRENT ASSETS
Cash $ 64,548
Accounts receivable - net 156,378
Inventory 15,000
Employee advances 148,450
Due from stockholder 198,097
Prepaid rent 12,232
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Total Current Assets 594,705
PROPERTY & EQUIPMENT - NET 467,388
OTHER ASSETS
License agreement 72,500
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TOTAL ASSETS $ 1,134,593
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
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CURRENT LIABILITIES
Notes, loans and capital leases payable - current portion $ 894,000
Accounts payable and accrued expenses 1,155,485
Due to related parties 157,625
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Total Current Liabilities 2,207,110
LONG-TERM LIABILITIES
Notes and capital leases payable - less current maturities 30,978
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Total Liabilities 2,238,088
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STOCKHOLDERS' DEFICIENCY
Common stock, no par value, 50,000,000 shares authorized, 17,780,260 shares 6,624,343
issued and outstanding
Accumulated deficit (7,727,838)
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Total Stockholders' Deficiency (1,103,495)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 1,134,593
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See accompanying notes to consolidated financial statements.
2
FIGHTON SUCCESSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
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(UNAUDITED)
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
2001 2001
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REVENUES - NET $ 1,028,493 $ 4,458,532
COST OF REVENUES 782,005 3,519,565
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GROSS PROFIT 246,488 938,967
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OPERATING EXPENSES
Salaries and commission 350,529 1,307,199
Professional and consulting fees 483,052 4,020,849
Corporate acquisition costs 350,000 350,000
Other general and administrative 195,062 661,537
Rent 58,489 130,786
Depreciation 29,100 83,400
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Total Operating Expenses 1,466,232 6,553,771
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LOSS FROM OPERATIONS (1,219,744) (5,614,804)
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OTHER INCOME (EXPENSE)
Gain on settlement of debt - 78,615
Interest income 5,386 5,386
Interest expense - other 570,000 (851,412)
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Total Other Income (Expense) (575,386) (767,411)
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NET LOSS $ (1,795,130) $ (6,382,215)
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NET LOSS PER COMMON SHARE - BASIC AND DILUTED $ (0.11) $ (0.49)
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED 16,100,477 12,999,910
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See accompanying notes to consolidated financial statements.
3
FIGHTON SUCCESSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
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(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(6,382,215)
Adjustments to reconcile net loss to net cash provided by in operating activities:
Common stock issued for services 4,441,243
Common stock issued for interest 820,000
Gain on extinguishments of debt (78,615)
Depreciation 83,400
Changes in operating assets and liabilities:
(Increase) Decrease in:
Accounts receivable 23,700
Inventory 1,692
Employee advances (119,550)
Prepaid rent 78,499
Increase in:
Accounts payable and accrued expenses 182,881
Due to related party 98,625
Loans payable 963,022
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Net Cash Provided By Operating Activities 112,682
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (86,252)
Purchase of License agreement (12,500)
Amounts due from stockholder - net (197,194)
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Net Cash Used In Investing Activities (295,946)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of loan to stockholder (886,100)
Proceeds from issuance of common stock to investors 996,414
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Net Cash Provided By Financing Activities 110,314
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NET DECREASE IN CASH (72,950)
CASH - BEGINNING OF YEAR 137,498
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CASH - END OF YEAR $ 64,548
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
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Cash paid during the year for interest $ 31,412
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See accompanying notes to consolidated financial statements.
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FIGHTON SUCCESSION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2000
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(UNAUDITED)
NOTE 1 BASIS OF PRESENTATION
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The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles and the rules and regulations of the Securities and
Exchange Commission for interim financial information. Accordingly,
they do not include all the information and footnotes necessary for a
comprehensive presentation of financial position and results of
operations.
It is management's opinion, however, that all adjustments (consisting
of normal recurring adjustments) have been made which are necessary
for a fair financial statement presentation. The results for the
interim period are not necessarily indicative of the results to be
expected for the year.
For further information, refer to the financial statements and
footnotes included in the Company's Form 10-KSB.
NOTE 2 ORGANIZATION
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Fighton Succession Corporation (the "Company") was incorporated on
February 17,2000 in the State of California. The company provides
prepaid long distance calling card services, which incorporate toll
free access numbers and personal identification numbers printed in an
array of branded phone cards. Purchasers of these prepaid phone cards
are able to place international and domestic long distance calls from
any touch-tone phone in the continental United States.
On August 31, 2001 the Company effected a business combination with
Key Card Communications, Inc. ("Key Card") whereby the Company
acquired all of the shares of Key Card in exchange for the issuance of
16,716,414 shares of common stock. The reorganization was treated as a
recapitalization of Key Card for accounting purposes. Accordingly, the
financial statements include the following:
1) The balance sheet consists of the net assets of Fighton
Succession Corporation and its subsidiary Key Card
Communications, Inc. at historical cost.
2) The statement of operations includes the operations of Key Card
Communications, Inc. for all of the periods presented and the
operations of Fighton Succession Corporation from the date of the
recapitalization.
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FIGHTON SUCCESSION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2000
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(UNAUDITED)
NOTE 3 GOING CONCERN
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As reflected in the accompanying financial statements, the Company's
current period loss of $5,614,804, working capital deficiency of
$1,612,405, and stockholders' deficiency of $1,103,495 raise
substantial doubt about its ability to continue as a going concern.
The ability of the Company to continue as a going concern is dependent
on the Company's ability to raise additional capital and implement its
business plan. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
The Company has continued its prepaid calling card sales efforts to
increase revenue growth. The Company intends to raise additional
equity capital through the sale of common stock. Management believes
that actions presently taken to obtain additional funding provide the
opportunity for the Company to continue as a going concern.
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