Shares O/S
See below . . . if you can do the math it looks like more than 15mil.
On July 28, 1999, the Company entered into an Agreement and Plan of Merger by and among the Company, FAC, Inc., and TeleScents, Inc. (the "Merger Agreement") pursuant to which the Company, through its wholly-owned subsidiary, FAC, Inc., merged with and into TeleScents, Inc. ("TeleScents"), a private closely-held company organized under the laws of the State of New York. Pursuant to the terms of the Merger Agreement, FAC, Inc. merged with and into TeleScents (the "Merger"), whereupon the separate corporate existence of FAC, Inc. ceased, and TeleScents continued as the surviving corporation ("Surviving Corporation"). As Merger consideration for the shares of TeleScents, the Company issued to the Shareholders of TeleScents, Inc. (collectively, the "Shareholders") an aggregate of 4,900,000 shares of the Company's Common Stock and an aggregate of newly authorized 1,029,514 shares of the Company's Series A Preferred Stock having a par value of $.01 per share (the "Preferred Stock"). The Preferred Stock is convertible into the Company's Common Stock on a 1-for-10 basis at such time as the Company has sufficient number of authorized shares. In accordance with the Post-Closing Agreement, the Company anticipates that the Preferred Stock will be converted into 10,295,140 shares of Common Stock in connection with a shareholders' meeting to be held as soon as practicable. The Company intends to recommend to Shareholders as soon as practicable an amendment to the Company's Certificate of Incorporation to increase the number of shares to allow for the foregoing conversion. The Preferred Stock carries voting privileges on an "as converted" basis. Accordingly, the Shareholders, in the aggregate, hold approximately 89.55% of the Company's voting stock
FRAGRANCENET COM INC
Filed on August 16 1999
EXHIBIT 27 - ARTICLE 5 PERIOD-TYPE 6-MOS
FISCAL-YEAR-END DEC-31-1999
PERIOD-END JUN-30-1999
CASH 2,106,022
SECURITIES 0
RECEIVABLES 0
ALLOWANCES 0
INVENTORY 0
CURRENT-ASSETS 0
PP&E 0
DEPRECIATION 0
TOTAL-ASSETS 2,106,022
CURRENT-LIABILITIES 34,624
BONDS 0
PREFERRED-MANDATORY 0
PREFERRED 0
COMMON 16,732
OTHER-SE 2,054,666
TOTAL-LIABILITY-AND-EQUITY 2,106,022
SALES 0
TOTAL-REVENUES 34,330
CGS 0
TOTAL-COSTS 0
OTHER-EXPENSES 424,235
LOSS-PROVISION 0
INTEREST-EXPENSE 0
INCOME-PRETAX (389,905)
INCOME-TAX 0
INCOME-CONTINUING (389,905)
DISCONTINUED 319,425
EXTRAORDINARY 0
CHANGES 0
NET-INCOME (70,480)
EPS-BASIC (.04)
EPS-DILUTED (.04) |
