-----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, CSfCRyOAppKDKwgVAw0dMOlxNkuue9nfmqUNbdJT0qzwemv1H4iPKE1OM4hHcoae EFGyLzpQirQipMEnMnQJcA== 0000944209-00-000575.txt : 20000413 0000944209-00-000575.hdr.sgml : 20000413 ACCESSION NUMBER: 0000944209-00-000575 CONFORMED SUBMISSION TYPE: 10KSB40/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED LEISURE CORP CENTRAL INDEX KEY: 0000059684 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 132652243 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB40/A SEC ACT: SEC FILE NUMBER: 000-06106 FILM NUMBER: 599384 BUSINESS ADDRESS: STREET 1: 18081 MAGNOLIA AVENUE CITY: FOUNTAIN VALLEY STATE: CA ZIP: 92708 BUSINESS PHONE: 7143788761 MAIL ADDRESS: STREET 1: 18081 MAGNOLIA AVENUE CITY: FOUTAIN VALLEY STATE: CA ZIP: 92708 FORMER COMPANY: FORMER CONFORMED NAME: LION COUNTRY SAFARI INC DATE OF NAME CHANGE: 19870330 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL LEISURE INC DATE OF NAME CHANGE: 19720407 10KSB40/A 1 FORM 10KSB405/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- ANNUAL REPORT ON FORM 10-KSB/A (No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 Commission file number 0-6106 UNITED LEISURE CORPORATION (Exact name of registrant as specified in it charter) Delaware 13-2652243 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.)
1990 Westwood Blvd., Los Angeles, CA 90025 Issuer telephone number, including area code: (310) 441-0900 Securities registered under Section 12(b) of the Act: None Securities registered under Section 12(g) of the Act: Common Stock, par value $.01 per share (Title of Class) Check whether the Issuer (1) 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 filing requirements for the past 90 days. Yes [X] No [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] The Issuer's revenues for the most recent fiscal year were $1,377,770. The aggregate market value of the Common Stock of the Registrant held by non-affiliates of the Registrant on March 17, 2000, based on the average closing bid and asked price of the Common Stock as quoted on the OTC Bulletin Board on such date, was approximately $140,376,888. The number of shares of the Registrant's Common Stock outstanding as of March 17, 2000 was 18,815,868 shares. DOCUMENTS INCORPORATED BY REFERENCE Transitional Small Business Disclosure Format (Check One): Yes _____; No --- X - ----- UNITED LEISURE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED 2. Disclosure of Certain Significant Risks and Uncertainties Limited Operating History- Through its wholly owned subsidiary, the Company's primary business is developing and licensing proprietary interactive Internet technology. This business started in 1998 and as such the Company is subject to various risks and uncertainties frequently encountered by companies in the early stage of development. Such risks and uncertainties include, but are not limited to, its limited operating history, an evolving and unpredictable developing Internet technology, and increasing number of competitors. Possibly a Securities Law Violation - On February 10, 2000, the Company filed a registration statement for the shares of common stock to be issued for the exercising of warrants. According to their terms, the warrants became exercisable on November 10, 1995, although under the warrant agreement the Company was not obligated to deliver the common stock pursuant to an exercise unless a registration statement was effective. Due to the fact that the price of the Company's common stock in the public market has, until January 14, 2000, been below the exercise price of the warrants, such registration was delayed until February 10, 2000. The Company has been advised by the staff of the Securities Exchange Commission that it is their position that the registration statement should have been filed prior to that date and, by failing to do so, the Company has been conducting an unregistered offering (but not sale) of common stock in violation of Section 5 of Securities Act of 1933. That position could result in an action against the Company by the shareholders, possibly resulting in fines and other sanctions, as well as a claim for damages in the amount of the $4.00 exercise price for each of the 4,945,000 warrants for a total of up to $19,780,000. Because no warrantholder has filed any action notice, the Company believes that none of the warrantholders will pursue such action. 3. Segment Information The Company operates in two business segments: developing and licensing Internet video technology and children's recreational activities. Children's recreational activities consist of summer day camps and children's play-learning centers known as Planet Kids. Segment operating income (loss) is total segment revenue reduced by operating expenses identifiable to with that business segment. Corporate includes general corporate administrative costs. The Company evaluates performance and allocates resources based on operating income. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. There are no intersegment sales.
INTERNET CHILDREN'S CONSOLIDATED 1999 RECREATIONAL - ---- -------------- -------------- ---------------- Revenue $ 240,000 $ 1,137,770 $ 1,377,770 Loss from operations (2,618,468) (1,310,495) (3,928,963) Assets 412,863 156,450 569,313 1998 - ---- Revenue 410,817 2,032,784 2,443,601 Income (loss) from operations 19,043 (555,550) (536,507) Assets 285,613 2,113,348 2,398,961
Reconciliation from the segment information to the consolidated balances for loss from operations and assets is set forth below: F-9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1943, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized. UNITED LEISURE CORPORATION By:/s/BRIAN SHUSTER ---------------- Brian Shuster President, Chief Executive Officer and Director Date: April 11, 2000 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 and in the capacities indicated.
SIGNATURE TITLE --------- ----- /s/ BRIAN SHUSTER Chairman of the Board, President, Chief Executive Officer ---------------------------------------- Brian Shuster Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ ALVIN CASSEL ----------------------------------------- Alvin Cassel Director /s/ J. BROOKE JOHNSTON, JR. ----------------------------------------- J. Brooke Johnston, Jr. Director /s/ ALVIN ALEXANDER ----------------------------------------- Alvin Alexander Director
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