-----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, NF3kXXKrLmxY9Vg1fekyAYd3nhF2BIHW68aHUzs/QpNp44u2l13g99AeH9zQ45QU Z6KK8WKi6Tjepd4BNJ/pMA== 0001014909-02-000131.txt : 20020416 0001014909-02-000131.hdr.sgml : 20020416 ACCESSION NUMBER: 0001014909-02-000131 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020123 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELECOMMUNICATION PRODUCTS INC CENTRAL INDEX KEY: 0000725929 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 840916299 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11882 FILM NUMBER: 02608449 BUSINESS ADDRESS: STREET 1: PO BOX 17013 CITY: GOLDEN STATE: CO ZIP: 80402 BUSINESS PHONE: 3032782725 MAIL ADDRESS: STREET 1: PO BOX 17013 CITY: GOLDEN STATE: CO ZIP: 80402 8-K/A 1 amf8k_jan2002.txt AMENDED FORM 8-K - 1-23-02 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A-1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 23, 2002 Telecommunication Products, Inc. (Exact name of Registrant as specified in its charter) Colorado 0-11882 84-0916299 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation) 9171 Wilshire Blvd., Suite B, Beverly Hills, CA 90210 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 281-2571 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. As previously reported on Form 8-K filed with the Securities and Exchange Commission on February 7, 2002, on January 23, 2002, Telecommunication Products, Inc., a Colorado corporation ("Telpro"), announced that its acquisition by merger of Interleisure, S.A. had closed. As a result of the merger, Interleisure was merged into Telpro, with Telpro being the surviving corporation (the "Merger"). This Form 8-K/A is being filed for the purpose of providing the required pro forma financial information. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. ITEM 7(a). FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The following financial statements of Interleisure, S.A. are set forth below: (i) The audited consolidated balance sheet as of December 31, 2001 and 2000, the audited consolidated statements of operations, stockholders' equity and cash flows for the years ended January 31, 2001 and 2000, the notes related thereto and the related auditors' reports. INDEX TO FINANCIAL STATEMENTS Interleisure, S.A. Report of Larry O'Donnell, CPA, P.C. ...................................... F-1 Report of Francisco & Asociados-Ernst & Young International ................ F-2 Balance Sheets dated December 31, 2001 and 2000............................. F-3 Statement of Operations for the years ended December 31, 2001 and 2000...... F-5 Statements of Cash Flows for the years ended December 31, 2001 and 2000..... F-6 Statement of Changes In Equity.............................................. F-7 Notes to Financial Statements............................................... F-8 2 Larry O'Donnell, CPA, P.C. Telephone (303) 745-4545 South Xanadu Way, Suite 370 Aurora, Colorado 80014 Report of Independent Auditor To the Board of Directors INTERLEISURE, S. A. I have audited the accompanying balance sheet of Interleisure, S. A. as of December 31, 2001 and the related statements of operations, cash flow and changes in equity for the year then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. The financial statements of Interleisure, S. A. for the year ended December 31, 2000, were audited by other auditors whose report dated June 4, 2001, expressed an unqualified opinion on those statements. I conducted my audits in accordance with generally accepted auditing standards in the United States of America. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures on the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Interleisure, S. A., as of December 31, 2001, the changes in its operations and its cash changes for the year then ended in conformity with generally accepted accounting principles in the United States of America. /s/ Larry O'Donnell, CPA Larry O'Donnell, CPA, P.C. March 25, 2002 F-1 Report of Independent Auditors To the Board of Directors INTERLEISURE, S. A. We have audited the accompanying balance sheet of Interleisure, S. A. as of December 31, 2000, and the related statements of operations, cash flow and changes in equity for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures on the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Interleisure, S. A., as of December 31, 2000, the changes in its operations and its cash changes for the years then ended in conformity with generally accepted accounting principles. /s/ Francisco & Asociados-Ernst & Young International Francisco & Asociados-Ernst & Young International June 4, 2001 F-2 INTERLEISURE, S. A. (A development stage company) Balance Sheet December 31 2001 2000 --------------------------- (In US$ dollars) Assets Current: Cash $ 206 Accounts receivable 112,305 68,819 -------- -------- Total current assets 112,305 69,025 Furniture 36,974 36,974 Less - accumulated depreciation (9,213) (2,289) -------- -------- 27,761 34,685 Other assets 60,812 4,361 -------- -------- Total assets $200,878 $108,071 ======== ======== F-3 INTERLEISURE, S. A. (A development stage company) Balance Sheet (continued) December 31 2001 2000 --------------------------- (In US$ dollars) Liabilities Current: Banking overdraft 1,720 Accounts payable and accruals: Shareholders 887,987 778,667 Others 417,763 431,402 --------- --------- Total current liabilities 1,305,750 1,211,789 Commitments and contingencies Shareholders' equity: Common shares US$.117 per value Authorized: 2,000,000 Issued and outstanding: 2,000,000 235,294 Additional paid-in capital 250,000 250,000 Deficit accumulated during the development stage (1,590,166) (1,353,718) ---------- ---------- Total shareholders' equity (1,104,872) (1,103,718) ---------- ---------- Total shareholders' equity and liabilities $ 200,878 $ 108,071 ========== ========== See notes to the financial statements. F-4
INTERLEISURE, S. A. (A development stage company) Statement of Operations Inception June 17, 1996 Year ended December 31 To December 31, 2001 2000 2001 ---- ---- --------------- (In US$ dollars) Expenses Research and development $ -- $ 489,373 $ 489,373 General and administrative expenses 234,096 306,726 1,092,956 Foreign currency translation 2,352 3,331 7,837 --------- --------- ----------- Net loss $(236,448) $(799,430) $(1,590,166) ========= ========= ===========
See notes to the financial statements. F-5
INTERLEISURE, S. A. (A development stage company) Statement of Cash Flows Inception June 17, 1996 Year ended December 31 To December 31, 2001 2000 2001 ---- ---- --------------- (In US$ dollars) Cash from operating activities Net loss $(236,448) $(799,430) $(1,590,166) Adjustments to reconcile net income to net cash (used) by operating activities Depreciation 6,924 2,173 9,213 Net changes in assets and liabilities: Accounts receivable (43,486) 49,949 (112,305) Other assets (56,451) 26 (60,812) Accounts payable and accruals (13,639) 415,017 417,763 ---------- --------- ----------- Net cash provided by operating activities (343,100) (332,265) (1,336,307) Cash from investing activities Acquisition of Improvements in furniture and equipment -- (40,028) (60,202) Withdrawal of fixed assets -- -- 23,228 ---------- --------- ----------- Net cash used in investing activities -- (40,028) (36,974) Cash from financing activities Proceeds from common stock 250,000 Contribution of capital 235,294 235,294 Accounts payable-shareholders 109,320 370,276 887,987 Bank Overdraft (1,720) 1,720 -- ---------- --------- ----------- Net cash provided by financing activities 342,894 371,996 1,373,281 ---------- --------- ----------- Net increase (decrease) in cash (206) (297) -- Cash at the beginning of the year 206 503 -- ---------- --------- ----------- Cash at the end of the year -- 206 -- ========== ========= ===========
See notes to the financial statements. F-6
INTERLEISURE, S. A. (A development stage company) Statement of Changes in Equity Years ended December 31, 2001 and 2000 And Inception, June 17, 1996 to December 31, 2001 Deficit Issued Outstanding Accumulated Shares Capital During Total Development Stage Common stock issued at $.125 per share 2,000,000 250,000 -- 250,000 Net loss for the year -- -- (554,288) (554,288) Net loss for the year -- -- (799,430) (799,430) --------- ------- ---------- ---------- Balance at December 31, 2000 2,000,000 250,000 (1,353,718) (1,103,718) Contribution of capital 235,294 235,294 Net loss for the year -- -- (236,448) (236,448) --------- ------- ---------- ---------- Balance at December 31, 2001 2,000,000 485,294 (1,590,166) (1,104,872) ========= ======= =========== ==========
See notes to the financial statements. F-7 INTERLEISURE, S. A. (A development stage company) Notes to Financial Statements December 31, 2001 1. BUSINESS DESCRIPTION Interleisure, S.A. is a company established on June 17, 1996 under the laws of the Dominican Republic with the legal name of Tenedora Eligio, S.A. This name was then changed to Interleisure, S.A. The company is mainly dedicated to the development of interactive software. The purpose of these software is to provide a global web and scalable platform for an interactive multimedia of communication services of real time for websites. These services will allow the websites, conference of their clients and distribution partners. These services, also, will allow the final users to conduct meetings and share software application documents, presentations and other contents on the Internet using a standard web explorer. The services have been designed to help the clients and distribution partners to improve their productivity, efficiency and distinguish their offers of products and services, and diversify their profits. On May 21, 2001 the Company registered at the National Authorities of Intellectual Property the name of the software "Interleisure Suite of Programs / Suite de Programs Interleisure, S. A. (Registration number 00084) Due to the fact that the company is only dedicated to the development of software, which are not yet concluded, the Company is a development stage company. 2. ACCOUNTING POLICIES PRESENTATION BASIS The company maintains its registers and prepares statutory financial statements in accordance with the tax and accounting legislation of the Dominican Republic. Being used the accounting principles issued by the International Committee of Accounting Standards, the accompanying financial statements have been prepared from the Dominican accounting registers for presentations in accordance with accounting principles accepted in the United States (U.S. GAAP). F-8 INTERLEISURE, S. A. Notes to the Financial Statements (continued) December 31, 2001 2. ACCOUNTING POLICIES (CONTINUED) Currency in which the figures of the financial statements are expressed Almost all the company's assets and liabilities expressed in RD$ Dominican pesos. Most of the accounting principles generally accepted in the United States are also generally accepted by the auditors' firm and the commercial companies organized in the Dominican Republic. The Company's financial statements are prepared in RD$ Dominican pesos and converted to US$ dollars in the following way: a) Monetary Assets and Liabilities are converted using the official exchange rate at the end of the fiscal year (US$1=RD$17.22 in 2001 and US$1=RD$16.58 in 2000). b) Non Monetary Assets and Liabilities are converted using the official exchange rate at the date that the transaction occurred. The foreign currency translation effects are included in the statement of operations. FURNITURE AND EQUIPMENT The furniture and equipment are recorded at their acquisition cost and are depreciated using the straight-line method. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F-9 INTERLEISURE, S. A. Notes to the Financial Statements (continued) December 31, 2001 3. ACCOUNTS RECEIVABLE A detail of this account in as follows: 2001 2001 --------- -------- (In US$ dollars) Advances to shareholder 44,761 Employees 5,435 5,573 Advances to suppliers 1,117 1,145 Others 60,992 62,101 ------- ------- 112,305 68,819 ======= ======= 4. OTHER ACCOUNTS PAYABLE AND ACCRUALS 2000 1999 -------- -------- (In US$ dollars) Suppliers (*) 393,968 430,417 Withholdings and accumulations 525 Others 23,795 460 ------- ------- 417,763 431,402 ======= ======= (*) As of December 31, 2001 and 2000, this account includes amounts payable to Mr. Dan Spence of US$200,000 for the acquisition of software in progress and of US$183,935 for consulting fees incurred is its transformation. F-10 INTERLEISURE, S. A. Notes to the Financial Statements (continued) December 31, 2001 5. ACCOUNTS PAYABLE TO SHAREHOLDERS The accounts payable to shareholders are unsecured, have no fixed due date, and do not bear interest. Management intends to retire the amounts payable when the company is able to sell common stock or achieve profitable operations. 6. LEGAL RESERVE In accordance with the Commercial Code of the Dominican Republic, all limited liabilities companies are require to take at least 5% of their net income to create a legal reserve. This requirement is an obligation that the company has until this reserve has reached a 10% of the subscribed and paid-in capital. This reserve is not available for the payment of dividends. 7. PARTICIPATION IN BENEFITS The local law requires that companies distribute of ten percent (10%) of their net income before taxes to employees. This distribution is individually limited to the equivalent of 60 days of ordinary salaries for those employees who have worked three years or more for the company, and of 45 days of ordinary salaries for those employees who have worked less than three years. This distribution should be made within the 120 days after the end of the fiscal year. 8. COMMITMENTS AND CONTINGENCIES SEVERANCE BENEFITS The local regulations require that employers pay severance benefits to employees that are fired without a justified cause and other reasons indicated on the labor code. The value of this compensation depends on several factors, such as the time that the employee has worked for the company. The company considers that it is not necessary to register a provision to cover the concept of severance benefits because the payments for this concept will be charged to expenses in the period they are executed. F-11 INTERLEISURE, S. A. Notes to the Financial Statements (continued) December 31, 2001 9. SUBSEQUENT EVENT - MERGER WITH TELECOMMUNICATION PRODUCTS, INC. On January 23, 2002 Telecommunication Products, Inc. ("Telpro") completed its acquisition of all outstanding shares of common stock of Interleisure, S.A. ("Interleisure"), pursuant to an Agreement and Plan of Merger and Reorganization, dated as of June 25, 2001 (the "Merger Agreement"), by and among Telpro, Interleisure and the shareholders of Interleisure. Pursuant to the Merger Agreement, Interleisure was merged into Telpro, with Telpro being the surviving corporation (the "Merger"). As a result of the transaction, the former shareholders of Interleisure will receive 10.68 shares of Telpro common stock per for each share of Interleisure common stock. Telpro will issue 21,368,160 shares of its common stock to the former Interleisure shareholders. As a result, immediately following the merger, former Interleisure shareholders will hold 95.0% of the then-outstanding shares of Telpro common stock. F-12 ITEM 7(c). EXHIBITS. 2.1 Agreement and Plan of Merger, dated as of June 25, 2001, by and among Telecommunication Products, Inc., Interleisure, S.A. and the shareholders of Interleisure, S.A. (incorporated by reference to Telpro's Current Report on Form 8-K, which was filed on February 7, 2002). 23.1 Consent of Larry O'Donnell, CPA, P.C., independent auditors. 99.1 Press Release, dated January 24, 2001, by Telpro (incorporated by reference to Telpro's Current Report on Form 8-K, which was filed on February 7, 2002). - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TELECOMMUNICATION PRODUCTS, INC. Date: April 11, 2002 /s/ Robert Russell ------------------------------ Name: Robert Russell Title: President - -------------------------------------------------------------------------------- EXHIBIT INDEX 2.1 Agreement and Plan of Merger, dated as of June 25, 2001, by and among Telecommunication Products, Inc., Interleisure, S.A. and the shareholders of Interleisure, S.A. (incorporated by reference to the Company's Proxy Statement dated September 11, 2001). 23.1 Consent of Larry O'Donnell, CPA, P.C., independent auditors. 99.1 Press Release, dated January 24, 2001, by Telpro (incorporated by reference to Telpro's Current Report on Form 8-K, which was filed on February 7, 2002). F-13 EX-23 3 exh23_1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF LARRY O'DONNELL, CPA, P.C., INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) of Telecommunication Products, Inc. and in the related Prospectuses, of our report dated March 25, 2002, with respect to the consolidated financial statements of Interleisure, S.A., included in this Current Report (Form 8-K/A) of Telecommunication Products, Inc. /s/ Larrry O'Donnell, CPA, P.C. ------------------------------- Larry O'Donnell, CPA, P.C. Aurora, Colorado April 10, 2002 -----END PRIVACY-ENHANCED MESSAGE-----