From the 10QSB filed on 12/3/98
State the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date.
September 30, 1998
Common Voting Stock 65,817,615
On November 10, 1998, the Company cancelled the following shares of Common issued to the Principals (and related parties) and exchanged them for preferred voting only shares:
Name Number of Shares Exchanged
Michael A. Sylver 17,169,813
Gary Sylver 1,999,000
Morris Sylver 10,000,000
Darral Sylver 152,000
Phillip Sylver 152,000
Robert S. Qualey 5,222,000
Domingos Loricchio 7,110,000
Domingos Loricchio Jr. 5,500,000
Denise Loricchio 3,000,000
Roc and Sherri Pucci JT Ten 1,814,300
Allan Sylver 305,000
Benita Sylver 371,000
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Total Shares Exchanged 52,795,113
The aforementioned common shares were cancelled in exchange for preferred voting only shares for the reason that the Principals of the Corporation,
as previously arranged in early 1998, wished to decrease the number of outstanding common shares seeing that the Principals have no intention of selling any of their shares.
The deduction of these 52,795,113 from the total outstanding shares leaves a
total of outstanding common stock at 13,022,502.
The Company has initiated legal action in the federal courts in the seeking
the cancellation of another 9,740,000 shares of common stock.
LIABILITIES AND CAPITAL
CURRENT LIABILITES
PREPAID LEGAL FEES $ (3,000)
ACCOUNTS PAYABLE 309,398
FICA PAYABLE 12,090
FEDERAL INCOME TAX WITHHELD 13,164
NV BUSINESS TAX PAYABLE 2,138
STATE UNEMP. TAX PAYABLE (1,891)
FED. UNEMP. TAX PAYABLE 356
ACCRUED SALARIES & WAGES 13,083
SALES TAX PAYABLE 10,110
ACCOUNTS PAYABLE-MIKE SYLVER 109,159
ACCOUNTS PAYABLE-TCI 21,599
ACCOUNTS PAYABLE-DR LORICCHIO 10,000
CURRENT PORTION (23,536)
LONG TERM PORTION 17,483
LESS CURRENT UNAMORT. DISC. (2,437)
LESS UNAMORTIZED DISCOUNT (4,194)
LOANS PAYABLE-OFFICERS 30,000
MICHAEL A. SYLVER (38,500)
BENITA SYLVER (9,163)
ROBERT QUALEY 1,142
ABRACEL 10,648
GARY SYLVER 8,052
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TOTAL CURRENT LIABILITIES $485,700
Term of Office
The terms of office of the current directors continue until the annual
meeting of stockholders, which the Bylaws provide shall be held on the
third Friday of November of each year; officers are elected at the
annual meeting of the board of directors, which immediately follows the
annual meeting of stockholders.
Note 1:
Domingos Loricchio - Chairman of the Board of Directors
Michael Sylver - President, CEO, and Director, and Treasurer (since 12/97)
Robert Qualey - Secretary/Treasurer (to 12/97) and Director
Domingos Loricchio II - Senior Executive Vice President, Director and Secre-
tary.
Rocque Pucci - Vice President to 12/97
Gary Sylver - Father of Michael Sylver
Denise Loricchio - Daughter of Domingos Loricchio
From the 10K,
Identification of Directors and Executive Officers.
The following table sets forth the names and nature of all positions and
offices held by all directors and executive officers of the company for the
calendar year ending December 31, 1998, and to the date hereof, and the
period or periods during which each such director or executive officer served
in his or her respective positions.
Position Term of
NAME Age Held Office
Domingos Loricchio 69 Chairman of the
Board 3/96 to Present
Michael Sylver 42 President, CEO,
Director 3/96 to Present
Treasurer 2/99 to Present
Domingos Loricchio II 34 Secretary 2/99 to Present
Director 12/97 to Present
<PAGE>
Term of Office
The terms of office of the current directors continue until the annual
meeting of stockholders, which the Bylaws provide shall be held on the third
Friday of November of each year; officers are elected at the annual meeting
of the board of directors, which immediately follows the annual meeting of
stockholders.
Business Experience
Domingos Loricchio - Chairman of the Board of Directors.
Mr. Loricchio has been Chairman of the Board of Directors of the Company
since March 1996. Since 1975, Mr. Loricchio has been the President of
Abracel Industria E Commercio, LTDA, in Sao Paulo, Brazil. Prior to 1975, Mr.
Lorcchio was employed by Carborundum Company, in research and development in
their Sao Paulo plant. Mr. Lorcchio holds a degree in Chemistry from the
Sorbonne - University of Paris.
Michael A. Sylver - President, Treasurer, CEO, and a member of the Board of
Directors.
Mr. Sylver has over 20 years of executive level management, having formed
and operated several innovative companies in the United States and Canada.
His management expertise created and developed Energy Management Corporation
into, what was at one time, the largest independent company in Nevada.
Domingos Loricchio II - Senior Executive Vice President, Director and
Secretary.
In March, 1996, Mr. Loricchio became the Senior Executive Vice President
of the Company. Since July, 1985, Mr. Loricchio has been the manager of
Abrace, Ltd., of Brazil. Abracel manufactures products primarily designed for
road surface applications. Mr. Loricchio graduated from the University of Sao
Paulo, Brazil with a degree in Chemical Engineering.
Family Relationships.
There is a family relationship between directors Domingos Loricchio and
his son, Domingos Loricchio II and no other relationship of executive
officers of the Company, either by blood or happenstance of marriage, other
the Domingos Loricchio, the Company's Chairman of the Board of Directors, who
is the father of Domingos Loricchio II, the Company's Senior Executive Vice
President and Director.
Preferred stock (issued)for consulting 3,087,100
Pay attention:
Shares converted to preferred stock 21,924,113 21,924 (21,924,113) (21,924)
Preferred shares issued for consulting 30,871,000 30,871 - -
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company currently has numerous related party transactions and
relationships. The Company's President and CEO and its Chairman are also the
owners of its primary supplier of phytogenics products. The Company's
President and CEO is also the owner of a specialized equipment distributor
from whom the Company purchased much of its laboratory equipment. In
addition, the Company entered into an agreement with another related party
(an entity owned by the Company's Chairman and his family) wherein the
Company was licensed to use certain proprietary information in producing and
marketing homeopathic products. In exchange for this licensing, the Company
has issued approximately 5,000,000 shares of its restricted Common Stock and
agreed to pay $8,000 per month for a minimum of five years. See Notes 13 and
17 for details of this transaction. There are also significant amounts due
to Officers and employees of the Company. Summarized transactions for the
years ended December 31, 1998 and 1997 follow (amounts are rounded):
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Inventory purchased from related party $ - $ 240,000
Equipment and supplies purchased from related
party - 30,000
Receivable from a related party - 62,400
Employee advances - 2,300
Accounts payable to related parties 140,800 185,100
Note payable to related party (Note 10) 105,900 6,000
NOTE 12 - STOCKHOLDERS' EQUITY
Preferred Stock ($.001 par) - 500,000,000 shares authorized, shares are
not convertible into common stock and are voting shares only. Shares issued
and outstanding as of December 31, 1998 - 52,795,113.
Common Stock ($.001 par) - 500,000,000 shares authorized. Shares issued
and outstanding as of December 31, 1998 and 1997 were 15,964,535 and
31,546,949, respectively.
There are no other classes authorized and there are no options or warrants
issued. Stock issues to employees were authorized by the Board of Directors,
the Company authorized a total of approximately 60,000,000 shares to be issued
over a three to four year period to various individuals. This transaction
was subsequently determined to be invalid and as of December 31, 1997 all but
4,000,000 of the shares already issued were cancelled. The 4,000,000 shares
are recorded at par value. |
