PCES, info post - the Company has no ongoing operations and no revenues and has minimal operating expenses. The Company presently has only one part-time employee. The Company's June 30, 1999 balance sheet reflects cash (including the escrow balance pursuant to the Transaction) of almost $2 million and minimal debt.
The net proceeds from the sale will be retained by the Company pending a determination of whether to engage in a follow-on transaction. The Company has been seeking a business combination with another entity, before considering possible liquidation and distribution of its assets. The Company believes that with the cash on hand and net operating loss carryforwards, subject to the limitation of such carryforwards under the Internal Revenue Code, such a combination may be attractive to potential partners and would better serve the interests of the Company's shareholders. As of the date of this Form 10-QSB, no definitive agreement has been signed for a follow-on transaction. If no suitable business combination is identified within a reasonable period of time, the Company may elect to liquidate and distribute the remaining net proceeds to shareholders. If the Company liquidated at the present time, all of the net assets of the Company would be paid to holders of the Company's preferred stock.
70.25% of the common stock is held between two people!
1)Mr. John Pappajohn Equity Dynamics, Inc. 2116 Financial Center Des Moines, Iowa 50309 515-244-5746
Interest in Securities of the Issuer (a) As of the date of this Statement, Mr. Pappajohn beneficially owned an aggregate of 3,475,218 shares of Common Stock,(assuming the conversion of 1,250,000 shares of Series A Preferred Stock into 2,500,000 shares of Common Stock) and Warrants to purchase another 1,642,487 shares of Common Stock. Such shares of Common Stock and the Warrants represent 40.25% of the outstanding Common Stock of the Company based upon 12,714,271 shares of Common Stock actually outstanding as of July 20, 1999, assuming conversion of all of the Series A Preferred Stock and Pappajohn's Warrants into Common Stock. (b) Mr. Pappajohn has sole power to vote or direct the vote and sole power to dispose or direct the disposition of all shares of Common Stock and Series A Preferred Stock that he owns. (c) On July 20, 1999 Mr. Pappajohn purchased 466,699 Shares of Common Stock, 625,000 shares of Series A Preferred Stock, and Warrants to purchase another 369,320 shares of Common Stock for an aggregate price of $268,750.
http://www.pappajohn.com/
2)This statement is filed by William G. Walters (the "Reporting Person"). The business address of the Reporting Person is c/o Whale Securities Co., L.P. ("Whale"), 650 Fifth Avenue, 6th Floor, New York, New York 10019. Mr. Walters is the Chairman of Whale, which is a registered broker-dealer. The Reporting Person is a United States citizen.
As of July 20, 1999, the Reporting Person beneficially owned an aggregate of 2,086,019 shares of Common Stock constituting approximately 30.0% of the outstanding Common Stock. The amount includes: (i) 466,699 shares owned by the Reporting Person, (ii) 369,320 shares issuable upon exercise of warrants (the "Warrants"), and (iii) 1,250,000 shares issuable upon conversion of 625,000 shares of Series A Convertible Participating Preferred Stock (the "Preferred Stock"). The percentage used herein is calculated based upon the 5,321,784 shares of Common Stock issued and outstanding as reported by the Company in its Form 10-QSB for the fiscal quarter ended March 31, 1999. The Reporting Person has sole voting and dispositive power with respect to all the securities to which this statement relates. The Reporting Person has not effected any transactions in shares of the Common Stock or other securities of the Company in the past 60 days other than the acquisition on July 20, 1999 from a shareholder of the Company, in a private transaction, of the 466,699 shares of Common Stock, Warrants to purchase 369,320 shares of Common Stock and the 625,000 shares of Preferred Stock as indicated above for an aggregate purchase price of $268,750.
http://www.whalesecurities.com/ |
