-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I2rRRRDIkDhT7crDrEHy4Rw50cW2SsIKnsL+859QTn/+h9MOZ+y3OFCm1Yjejjeo /DNG5R896ayCrsu/ytPOlg== 0000912057-96-009943.txt : 19960517 0000912057-96-009943.hdr.sgml : 19960517 ACCESSION NUMBER: 0000912057-96-009943 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CONSOLIDATED GROWTH CORP CENTRAL INDEX KEY: 0000812407 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS BUSINESS CREDIT INSTITUTION [6159] IRS NUMBER: 521508578 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-16447 FILM NUMBER: 96567000 BUSINESS ADDRESS: STREET 1: 8100 E ARAPAHOE RD CITY: ENGLEWOOD STATE: CO ZIP: 80012 BUSINESS PHONE: 303-220-8686 MAIL ADDRESS: STREET 1: 8100 E ARAPAHOE ROAD CITY: DENVER STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CONSOLIDATED GOLD CORP DATE OF NAME CHANGE: 19910528 10QSB 1 FORM 10QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB Quarterly Report Under Section 13 or 14(d) of the Securities Exchange Act of 1934 FOR QUARTER ENDING MARCH 31, 1996 COMMISSION FILE NUMBER: 0-16447 AMERICAN CONSOLIDATED GROWTH CORPORATION and Wholly Owned Subsidiaries (Exact name of small business issuer as specified in its charter) DELAWARE 52-1508578 -------- ---------- (State of incorporation) ( IRS Employer ID number) 8100 EAST ARAPAHOE ROAD, SUITE 309, ENGLEWOOD, COLORADO 80112 ------------------------------------------------------------- (Address of principal executive offices) (zip code) 303-220-8686 ------------ (Issuer's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such fling requirements for the last 90 days. YES X NO --- As of March 31, 1995, 7,739,181 common shares, $.10 par value per share were outstanding. AMERICAN CONSOLIDATED GROWTH CORPORATION AND WHOLLY OWNED SUBSIDIARIES INDEX PART I. FINANCIAL INFORMATION PAGE # Item 1. CONSOLIDATED BALANCE SHEETS 3 MARCH 31, 1996 AND JUNE 30, 1995 CONSOLIDATED STATEMENTS OF INCOME 4 NINE MONTHS ENDED MARCH 31, 1996 AND 1995 CONSOLIDATED STATEMENTS OF CASH FLOWS 5 NINE MONTHS ENDED MARCH 31, 1996 AND 1995 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY ( DEFICIT) 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 7 PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS 8 Item 2. CHANGES IN SECURITIES 8 Item 3. DEFAULT ON SENIOR SECURITIES 9 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS 9 Item 5. OTHER INFORMATION 9 Item 6. EXHIBITS AND REPORTS ON FORM 8-K 9 PART III. SIGNATURES 10 2 PART 1. ITEM 1. AMERICAN CONSOLIDATED GROWTH CORPORATION (and Wholly Owned Subsidiaries) CONSOLIDATED BALANCE SHEET
ASSETS 31-MAR-96 30-JUN-95 ----------- ----------- (UNAUDITED) Current Assets Cash 0 4,158 Accounts Receivables 765,807 1,025,982 Due from Related Parties 38,875 7,310 Prepaid Expenses 5,030 12,000 ----------- ----------- Total Current Assets $ 809,712 $ 1,049,450 Furniture and Equipment, Net 201,505 243,480 Investments 0 263,992 Other Assets 6,357 24,018 Total Assets $ 1,017,574 $ 1,580,940 ----------- ----------- ----------- ----------- LIABILITIES and SHAREHOLDERS' DEFICIT Current Liabilities Note Payable - Finance Company 519,924 715,355 Note Payable - Officers 136,645 0 Current Portion of Common Stock Subject To Put Option 0 1,047,227 Current Portion of Long Term Debt 93,136 374,113 Current Portion of Capital Lease Obligation 0 6,588 Accounts Payable 198,339 225,593 Accrued Wages-Related Parties 0 446,259 Other Accrued Expenses 504,933 510,468 ----------- ----------- Total Current Liabilities $ 1,452,977 $ 3,325,603 Long-Term Debt 1,317,978 95,514 Capital Lease Obligation 0 20,213 Common Stock Subject To Put Option 0 523,614 Stockholder's Deficit Series A, preferred stock, $0.10 par value; 40,000,000 shares authorized. No shares issued and outstanding. Common Stock, $0.10 par value; 40,000,000 shares authorized. 7,162,520 shrs. outstanding at June 30, 1995 and and 7,739,181 shrs. outstanding at March 31, 1996. 773,918 716,252 Additional Paid-In-Capital 29,169,041 28,600,435 Retained Deficit (31,696,340) (31,700,691) Total Liabilities and Shareholder's Deficit $ 1,017,574 $ 1,580,940 ----------- ----------- ----------- -----------
3 AMERICAN CONSOLIDATED GROWTH CORPORATION (and Wholly Owned Subsidiaries) CONSOLIDATED STATEMENTS OF OPERATIONS NINE MONTHS ENDED MARCH 31, 1996 1995 ----------- ----------- Revenues $ 6,528,021 $ 7,798,935 Direct Expenses 4,804,525 5,808,452 ----------- ----------- Gross Margin $ 1,723,496 $ 1,990,483 Other Expenses General & Administration 1,972,971 2,769,682 Depreciation & Amortization 39,743 53,135 Interest 277,617 210,846 LOSS FROM CONTINUING OPERATIONS $ (566,835) $(1,043,180) ----------- ----------- Investment Income/Loss 174,029 (1,386,195) Other Income/Loss 397,157 0 NET INCOME (LOSS) $ 4,351 $(2,429,375) ----------- ----------- ----------- ----------- Earnings (Loss) Per Share From Continuing Operations ($0.08) ($0.17) Equivalent Shares 7,530,429 6,122,500 4 AMERICAN CONSOLIDATED GROWTH CORPORATION (and Wholly Owned Subsidiaries) CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MARCH 31, 1996 1995 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ 4,351 $(2,429,375) Adjustments To reconcile Net Income (Loss) to Net Cash Provided by (used in) Operating Activities Depreciation and Amortization 39,743 14,523 (Increase) Decrease in Due from Related Parties (31,565) (3,061) (Increase) Decrease in Accounts Receivables 260,175 (7,263) (Increase) Decrease in Prepaid Expenses 6,970 13,198 (Increase) Decrease in Other Assets 19,893 46,416 Increase (Decrease) in Accounts Payable (27,254) 47,889 Increase (Decrease) in Notes Payable (65,374) 0 Increase (Decrease) in Accrued Expenses (5,535) 0 Increase(Decrease) in Accrued Wages (446,259) 0 Repayment of Long Term Debt (649,567) 0 ----------- ----------- Net Cash Provided by (used in) Operating Activities $ (894,422) $(2,317,673) CASH FLOWS FROM INVESTING ACTIVITIES $ 263,992 $ 2,322,805 CASH FLOWS FROM FINANCING ACTIVITIES $ 626,272 $ - NET INCREASE (DECREASE) IN CASH $ (4,158) $ 5,132 ----------- ----------- CASH AT THE BEGINNING OF YEAR $ 4,158 $ 167 CASH AT MARCH 31, 1996 $ - $ 5,299 ----------- -----------
5 AMERICAN CONSOLIDATED GROWTH CORPORATION (and Wholly Owned Subsidiaries) CONSOLIDATED STATEMENT OF CHANGES STOCKHOLDERS' EQUITY (DEFICIT)
TOTAL COMMON STOCK ADDITIONAL ACCUMULATED STOCKHOLDERS' SHARES AMOUNT PAID-IN-CAPITAL DEFICIT EQUITY(DEFICIT) ------ ------ --------------- ----------- --------------- BALANCE, JUNE 30, 1995 7,162,520 716,252 28,600,435 (31,700,691) (2,384,004) COMMON STOCK ISSUE IN PAYMENT OF DEBT 28,667 2,867 56,633 59,500 NET LOSS (35,966) (35,966) - -------------------------------------------------------------------------------------------------------------------------------- BALANCE, SEPTEMBER 30, 1995 7,191,187 719,119 28,657,068 (31,736,657) (2,360,470) COMMON STOCK ISSUED FOR SERVICES 112,161 11,216 39,530 50,746 COMMON STOCK ISSUED IN PAYMENT OF DEBT 5,750 575 1,300 1,875 COMMON STOCK RETURNED TO TREASURY 30,789 3,079 3,079 NET LOSS (215,538) (215,538) - -------------------------------------------------------------------------------------------------------------------------------- BALANCE, DECEMBER 31, 1995 7,339,887 733,989 28,697,898 (31,952,195) (2,520,308) COMMON STOCK ISSUED FOR SERVICES 400,000 40,000 36,000 76,000 COMMON STOCK ISSUED IN PAYMENT OF DEBT 600,971 60,097 435,143 495,240 COMMON STOCK RETURNED TO TREASURY (601,677) (60,168) (60,168) NET INCOME 255,855 255,855 - -------------------------------------------------------------------------------------------------------------------------------- BALANCE, MARCH 31, 1996 7,739,181 773,918 29,169,041 (31,696,340) (1,753,381)
6 AMERICAN CONSOLIDATED GROWTH CORPORATION (AND WHOLLY OWNED SUBSIDIARIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. MANAGEMENT REPRESENTATION The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to form 10-QSB and do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Management, all adjustments (consisting of normal recurring accruals) and considered necessary for a fair presentation have been included. The results of operations for any interim period are not necessarily indicative of results for the year. These statements should be read in conjunction with the financial statements and related notes included in the Company's Annual Report to shareholders on form 10-K for the year ended June 30, 1995. ITEM 2: MANAGEMENT'S DISCUSSION & ANALYSIS RESULTS OF OPERATIONS In the fiscal quarter ending March 31, 1996, the Company was primarily engaged in the financial development of its subsidiary business. The Company had a net loss from continuing operations of $(566,835) and overall net income of $4,351 for the nine month period just ending. The net loss from continuing operations was attributed to significant nonrecurring expenses at the parent company level as well as external factors affecting AMGC's subsidiary, Eleventh Hour, Inc. (EHI); increased competition for major accounts, an increase in the cost of workers compensation insurance and unanticipated seasonal fluctuations occurring in the permanent placement services portion of EHI's business. The $4,351 in net income was attributed to the gain on sale of investments and the write-off of $397,157 of Accrued Officers compensation. In the opinion of management, the above described factors together with internal restructuring measures implemented in the second and third quarters of the current fiscal year have decreased performance in the short term. EHI produced gross revenues of $ 6,528,021 for the current nine month period compared to $ 7,798,935 in gross revenues for the same period in the prior year. In considering the present and historical growth patterns demonstrated by the U.S. staffing services industry, management believes EHI's operating revenue volume will remain stable throughout fiscal 1996. For the fiscal year ending June 30, 1995, the Company reported gross revenues of $10,372,461. LIQUIDITY AND CAPITAL RESOURCES As of March 31, 1996, total current assets were $809,712. The accompanying Consolidated Balance Sheet reflects non-recurring losses recorded at fiscal year ended June 30, 1995, which the Company experienced from non-performing assets other than Eleventh Hour, Inc. As of March 31, 1996, the company had a working capital deficiency of $643,265 and a stockholders' deficit of $31,696,340. In management's opinion, the Company has inadequate working capital to pursue the business opportunities identified in its business plan. As a result, the Company has authorized the implementation of secondary financing measures in conjunction with the appointment of a mergers and acquisitions committee recommended by the Board of Directors. Assuming the subsidiary continues to be profitable and that efforts to obtain additional sources of financing are successful, Management believes the Company will be able to successfully meet all of its current obligations. 7 PART II: OTHER INFORMATION ITEM 1: LEGAL PROCEEDINGS As of March 31, 1996, the Company continues to review, with the assistance of legal council, the facts and historical evidence available regarding AMGC's former agreements and investments in Advanced Display Technologies, Inc., (ADTI). AMGC's management continues to believe that AMGC will initiate comprehensive litigation to protect the interest and rights of Company's shareholders. ITEM 2: CHANGES IN SECURITIES (a) Security Ownership of Certain Beneficial Owners and Management: The following sets forth the number of the Registrant's $0.10 par value common stock beneficially owned by; (I) each person who, as of March 31,1996, was known by the company to own beneficially more than five percent (5%) of its common stock; (II) the individual Directors of the Registrant, and (III) the Officers and Directors of the Registrant as a group. The outstanding shares as of March 31, 1996 was 7,739,181. NAME AND ADDRESS NUMBER OF SHARES PERCENT OF CLASS Mickey E. Fouts 320,000 4.2% AMGC CHAIRMAN AND CEO 3921 Bellaire Street Denver, Colorado 80237 B. Greg Bohannon 100,000 1.3% AMGC CHIEF FINANCIAL OFFICER 429 South Pennsylvania St. Denver, Colorado 80209 Norman L. and Valerie A. Fisher 539,644 7.0% EHI TREASURER AND VICE PRESIDENT (RESPECTIVELY) 5002 Mineral Circle Littleton, CO 80122 Cory J. Coppage 50,000 0.7% AMGC SECRETARY 7255 E. Quincy Ave. #550 Denver, CO 80237 Geoff Dawson* 1,725,000 22.3% AMGC OUTSIDE DIRECTOR 22 Kings Court South, Chelsea Manor Garden London, England SW3-5EG Joe Lee 0 0% Outside Director 4250 South Olive Street, #216 Denver, Colorado 80237 Total by Officers and Directors 2,734,644 35.9% as a group. 8 ITEM 2: CHANGES IN SECURITIES - CONTINUED * Note: Mr. Geoff Dawson's beneficial ownership of record as indicated above represents corporate ownership of the AMGC shares held by GPD Holdings Ltd. (450,000 shares) and George & Phillips Holdings Ltd. (1,275,000), respectively. Mr. Dawson is a managing director of both companies and represents such interests in his capacity as an outside director of the company. Mick Dragoo (& Related Parties) 1,110,050 8634 South Willow Tempe, AZ 85284 GPD Holdings, Ltd. 450,000 c/o Consolidated Services Ltd. P.O. Box HM 2257 Hamilton, HM JX, Bermuda George & Phillips Holdings Ltd. 1,275,000 P.O. Box 438 Roadtown, Tortola BWI (1) All ownership is beneficial and of record except as specifically indicated otherwise. (2) Beneficial owners listed above have sole voting and investment power with respect to shares shown unless otherwise indicated. As described above, Mr. Geoff Dawson is a managing director of GPD Holdings, Ltd. and George & Phillips Holdings, Ltd. The Company believes he represents the interest of these shareholders and exercises voting authority and control over such shareholdings. (3) Beneficial ownership is calculated in accordance with section 13(d) of the Exchange Act and the rules promulgated thereunder. ITEM 3: DEFAULT ON SENIOR SECURITIES As reported in the April 4, 1996 Form 8-K, the company executed Subscription Agreements with certain AMGC debt holders and converted $1,599,563 short term debt to 368,702 in AMGC restricted common stock and $1,230,861 to a 14%, seven year promissory note. The Company is in final negotiations on the conversion of the remaining $88,351 in redeemable commonstock on which the company currently in arrears. ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of the Security Holders during this reporting period. ITEM 5: OTHER INFORMATION As of March 31, 1996, the Company had no other reportable events which were not previously disclosed in the below referenced Form 8-K. ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K 8-K dated February 1,1996 hereby incorporated by reference. 8-K dated April 3, 1996 hereby incorporated by reference. 9 SIGNATURES Pursuant to the requirements of Section 14 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 14th day of February, 1996. AMERICAN CONSOLIDATED GROWTH CORPORATION MICKEY E. FOUTS BY: /s/ Mickey E. Fouts ------------------------------ MICKEY E. FOUTS CHAIRMAN & CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated above. AMERICAN CONSOLIDATED GROWTH CORPORATION MICKEY E. FOUTS BY: /s/ Mickey E. Fouts ------------------------------ MICKEY E. FOUTS CHAIRMAN & CHIEF EXECUTIVE OFFICER 10 -----END PRIVACY-ENHANCED MESSAGE-----