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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL SECURITIES AND EXCHANGE COMMISSION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 00030074
APO HEALTH, INC.
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(Exact name of registrant as specified in its charter)
Nevada 86-0871787
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3590 Oceanside Road, Oceanside, New York 11575
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(Address of principal executive offices)
(800) 365-2839
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(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act (1):
Common Stock, Par Value $ .0002 Per Share
---------------------------------------------
(Title of Class)
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
during the past 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 [ ].
Indicate by check mark, if disclosure of delinquent filers in response
to Item 405 of Regulation S-K is not contained herein and 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-K or any
amendment to this Form 10-K [ ].
(1) Registration is being filed herewith.
The aggregate market value of the voting stock held by non-affiliates of the
registrant based on the closing bid price of such stock as of December 17,
2001, amounted to $ 5,528,743.
The number of shares outstanding of each of the registrant's classes of common
stock as of December 17, 2001 was 23,590,699 shares.
1
DOCUMENTS INCLUDED BY REFERENCE:
Report on Form 8-K filed with the SEC on June 28, 2001;
Registration on Form S-8 with the SEC on July 30, 2001;
Report on Form 8-K filed with the SEC on October 12, 2001;
Registration on Form S-8 filed with the SEC on November 29, 2001.
(The Remainder of This Page Has Been Left Intentionally Blank.)
2
APO HEALTH, INC.
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FORM 10-K
FISCAL YEAR ENDED SEPTEMBER 30, 2001
TABLE OF CONTENTS
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PAGE
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Part I Item 1 Business 4
Item 2 Properties 7
Item 3 Legal Proceedings 7
Item 4 Submission of Matters to a Vote
of Security Holders 7
Part II Item 5 Market for Registrant's Common Equity
and Related Stockholder Matters 8
Recent Sales of Unregistered Securities 8
Item 6 Selected Financial Data 10
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Item 8 Financial Statements and Supplementary Data 11
Item 9 Changes in and Disagreements with Accountants
On Accounting and Financial Disclosure 11
Part III Item 10 Directors and Executive Officers of the
Registrant 12
Item 11 Executive Compensation 12
Item 12 Security Ownership of Certain Beneficial
Owners and Management 13
Item 13 Certain Relationships and Related Transactions 13
Item 14 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 14
Signatures 15
3
PART I
ITEM 1 BUSINESS
History
The company was incorporated in 1987 under the name of Xetal, Inc. In 1994,
Xetal Inc., in a transaction accounted for by a reverse merger, merged with
Insurance Kingdom, Inc, a Utah public company. In connection with that
transaction, Insurance Kingdom changed its name to Xetal, Inc., and Xetal,
Inc., the New York corporation changed its name to APO Health, Inc. APO
Health, Inc., then became a wholly owned subsidiary of Xetal, Inc., the Utah
corporation.
In December 1999, Xetal, Inc. entered into an agreement with Sickbay.com,
Inc., where the two companies were merged and its name changed to Sickbay.com,
Inc. As part of the transaction, Xetal spun off its wholly owned subsidiary
APO Health, Inc. which became a private company. All of Xetal's assets flowed
to APO Health, Inc. which assumed Xetal's debts.
Pursuant to a Tax-Free Reorganization Agreement effective June 13, 2001,
InternetFinancialCorp.com, Inc. ("IFAN"), a Nevada corporation, acquired
3,046,300 of the 3,209,563 outstanding shares of common stock of APO Health,
Inc., which represent approximately 91%. Whereupon, IFAN became the sole owner
and operator of the business and properties of APO Health, Inc.
Business of the Company
The present operations of the Company's predecessor commenced about 1987 and
presently, through its subsidiaries, APO is a distributor, supplier of
disposable medical products principally to dental, medical and veterinary
professionals. These products include protective garments such as isolation
gowns, facemasks and gauze as well as other disposable items such as latex
gloves, needles, syringes, health and beauty aids and pharmaceuticals.
Management has elected to concentrate the Company's efforts in specialized
markets for disposable dental, medical and veterinary products. The Company
currently distributes over 6,000 different products. Products are marketed and
sold primarily (i) to other distributors (accounting for approximately 70% of
revenues) (ii) directly to doctors, dentists and veterinarians (accounting for
approximately 30% of revenues.)
In addition, APO has introduced a complete line of dental emergency products
and first-aid kits, which are being marketed under the name "Dr. Stahl's
Emergency Dental Kits." These products are designed for consumer use, for
relief from common dental emergencies such as toothaches, broken dentures,
lost fillings and loose crowns and bridges. Management plans to expand
marketing of this product line to include catalogs, drug chains, hotel stores
and television sales.
Univeral, APO's veterinary division, is a full service veterinary supply
company generated through direct marketing trade shows and mail order.
Products and Services
Currently, APO distributes approximately 6,000 different products within the
medical, dental and veterinary markets. Several of the principal products are
described below:
Dental: APO markets and distributes protective gloves, needles, prophy
angles, barrier protection products, gowns, face masks, gauze products,
topical anesthetics and infection control chemicals to the dental industry.
Some of the more prominent products are: Floam TM - This product is a topical
fluoride treatment in a foam format which is offered in four flavors and is
marketed as a dental hygiene products for direct consumer use. Prophy Jet
Powder: This product, marketed and distributed to the dental industry, is used
primarily to prevent clogging, and ensure even flow through prophy jet units;
and the Gobble TM - This products, also marketed and distributed to the dental
industry, is a bacterial product which forms a potent biofilm that adheres to
evacuation in dental equipment which causes organic waste to be reduced to
carbon dioxide and water.
4
Medical: APO markets and distributes protective gloves, tapes, syringes,
needles, protective barrier gowns and gauze products and instruments and
pharmaceuticals to the medical and health care industry.
Veterinarian: APO markets and distributes protective gloves, needles, gowns,
tapes, and a full line of veterinary products to the veterinary industry.
Dr. Stahl's Dental First Aid Product: This is a new proprietary products
which the Company plans to market and distribute for direct consumer use. This
kit is designed to allow the consumer to perform limited emergency dental
functions such as replacing lost fillings and repairing broken dentures.
In addition to the foregoing, which represent the most popular product lines,
APO distributes a wide range of other medical, dental and veterinary supplies
and products. APO obtains its products from third party manufacturers and
suppliers. At the present time, APO does not have any contractual arrangements
with any of its suppliers or manufacturers. Although APO does not have any
such contractual arrangements, APO believes that there are adequate
alternative manufacturers which would be able to provide adequate
manufacturing capabilities in the event its present manufacturers were unable
or unwilling, to continue to provide the APO with manufacturing services.
Sales and Marketing
The Company's products are sold directly by Company employees, through mail
order and by outside, independent sales representatives. The Company's sales
organization presently consists of four persons, including Dr. Stahl, the
Company's Chief Executive Officer, who oversees a combination of direct
salespersons and independent sales representatives. Typically, independent
sales representatives who have undertaken to sell the Company's products will
agree not to sell similar or competitive products during the time when they
represent the Company.
The Company's marketing approach attempts to capitalize on its wide array of
product lines in order to offer mass merchandisers, buying consortiums, and
drug store and supermarket chains a "package" approach to its private label
program. This not only provides customers with attractive and competitive
pricing but, in management's opinion, provides the Company with a competitive
advantage by offering its customers the ease of administration and cost
savings which come with using a single supplier for many of their product
needs.
Potential Impact of Changing Economic Factors in the Health Care Markets
The health care industry has been typified in recent years by strict cost
containment measures imposed by federal and state governments, private
insurers and other "third party" payers of medical costs, In response to these
pressures, virtually all segments of the health care market have become
extremely cost sensitive and in many cases hospitals and other health care
providers have become affiliated with purchasing consortiums, which are
charged with obtaining large quantities of needed products at the lowest
possible cost. These factors in combination have had an adverse impact upon
smaller suppliers and manufacturers, such as the Company, which are either
unable to supply the large quantities sought by the purchasing consortiums or
which are unable to respond to the need for lower product pricing. Although
management believes that its planned expansion program will enable it to meet
the demand for large quantity orders, and despite management's belief that the
dramatic increased demand for safety oriented products, such as the disposable
products offered by the Company, will offset these factors, there can be no
assurance that the Company will be able to overcome the negative impact of
these conditions in the health care marketplace.
Potential Impact of FDA and Government Regulation
Some of the Company's products may be regulated as medical devices by the
federal Food and Drug Administration (the "FDA") pursuant to the federal Food
and Drug Cosmetics Act (the "ACT") and are, or may be, subject to regulation
by other federal and state governmental agencies. The FDA has comprehensive
authority to regulate the development, production, distribution and promotion
of medical devices. Furthermore, certain states impose additional requirements
on the distribution of medical devices. The FDA may require pre-market
approval of some of the Company's proposed products, requiring extensive
testing and a lengthy review process. The cost of complying with present and
future regulations may be significant. Furthermore, the regulatory approval
process and attendant costs may delay or prevent the marketing of products
developed by the Company in the future. The Mandatory Device Reporting ("MDR")
regulation obligates manufacturers including, as some cases, distributors such
as the Company, to provide information to the FDA on injuries alleged to have
been associated with the use of a product or certain products failures which
could cause injury. The FDA is empowered to take action against manufacturers
of regulated products including both civil and criminal remedies, and may also
prohibit or suspend
5
the marketing of products if circumstances so warrant. Any such action by the
FDA could result in a disruption of the Company's operations for an
undetermined time.
Product Liability: Cost and Availability of Insurance
Providers of medical products to hospitals and other health care institutions
may encounter liability for damages to patients in the event that their
products prove to be defective. Certain of the Company's products and proposed
products will be utilized in medical procedures where the Company could be
subject to claims for such injuries resulting from the use of its products.
Recent developments in the insurance industry have reduced the availability
and increased the cost of liability insurance coverage. At present, the
Company maintains product liability insurance coverage in the amount of
$1,000.000 with an umbrella to $4,000,000. However, as a result of the
continuing changes in insurance coverage and premiums, no assurance can be
given that such insurance will be adequate to fully protect the Company in the
future or that product liability insurance can be maintained at a reasonable
cost.
Lack of Patent Protection
At present, the Company does not rely upon patent protection for any of its
products and such protection is not believed to be essential by management
because of the character of its products. Furthermore, there is little
likelihood that it will develop patentable products or processes in the
foreseeable future. In the absence of such protection, the Company will
primarily rely upon trade secrets and proprietary techniques, where
applicable, to attain or maintain any commercial advantage. There is no
assurance that competitors will not independently develop and market, or
obtain patent protection for products similar to those designed or produced by
the Company, and thus negate any advantage of the Company with respect to any
such products. Even if patent protection becomes available to the Company,
there can be no assurance that such protection will be commercially
beneficial.
Competition
The dental and veterinary products supply businesses are intensely
competitive. At present, the Company estimates that there are over 20
companies whose products compete with many of the Company's present and
proposed products. These companies range from major multinational companies to
enterprises which are smaller in size and financial ability than the Company.
The Company's present and prospective competitors also include the numerous
manufacturers and suppliers of reusable medical products and manufacturers of
raw material used by the Company. Many of the Company's competitors have far
greater financial resources, larger staffs, and more established market
recognition in both the domestic and international markets than the Company.
Dependence Upon Third Party Manufacturers/Suppliers
The Company does not directly manufacture any of the products it presently
sells. The products distributed by the Company are, for the most part,
manufactured by third parties in the United States, the Far East, Mexico and
Canada. In general, the Company does not have long-term contracts with its
manufacturers. Although the Company believes alternative sources for virtually
all of its products are readily available, there can be no assurance that the
available supply from such alternative sources would be adequate to meet the
increased demand for production that would most likely result from any
significant disruption in the Company's traditional manufacturers and
suppliers of its products.
Foreign Manufacturing
Foreign manufacturing is subject to a number of risks, including
transportation delays and interruptions, political and economic disruptions,
the imposition of tariffs and similar import/export controls and changes in
governmental policies. Although, to date, the Company has not experienced any
material adverse effects due to such risks, there can be no assurance that
such events will not occur in the future with the result of possible increases
in product costs and/or delays in product delivery which would, in all
likelihood, result in the loss of revenues and goodwill by the Company.
Employees
The Company, including its two subsidiaries, APO Health and Universal, employ
a total of 19 persons; 3 executive personnel; 8 sales persons; 4 clerical and
administrative personnel; and 4 warehouse employees.
6
ITEM 2 PROPERTIES
As of September 30, 1999, the Company's offices were located at 3390 Oceanside
Road, Oceanside, New York. The premises contain approximately 12,000 square
feet under a five-year lease (the "Lease") which expires in December 31, 2004
(the "Lease Term"). These premises are occupied under a Lease between the
landlord, who is an unaffiliated third party, and an affiliated company PJS
Trading, Inc., a New York corporation ("PJS") owned by Dr. Stahl and Mr.
Steil, which was originally formed by them for the express purpose of entering
into this Lease agreement. The Company occupies these premises under an oral
agreement with PJS and Dr. Stahl and Mr. Steil whereby the Company has agreed
to discharge all of the Lease obligations with the landlord. Management
believes that the terms and provisions of this lease agreement, including the
rental payments due, are fair and reasonable for similar lease agreements
within the same geographic area for similar space. The annual lease payment
under the new lease is approximately $72,400 per year with increases for real
estate taxes over the base period. Neither PJS nor Dr. Stahl nor Mr. Steil
derives any profit from the Lease nor will they during the balance of the
Lease Term. Management of the Company believes the current facility is
adequate for its current operations.
ITEM 3 LEGAL PROCEEDINGS
There is an action pending in the Circuit/Superior Court of Marion County,
Indiana entitled "Kenro, Inc., on behalf of itself and all others similarly
situated against APO Health, Inc., Cause No. 490120101CP000016." The lawsuit
involves unsolicited broadcast faxes sent in the state and has been certified
as a class action suit. The Company has petitioned the court to certify its
class action for interlocutory appeal. The Company has filed a suit seeking
indemnification by or contribution from the vendors who sent the faxes on
behalf of the Company. It is the Company's belief and contention that damages,
if any, which may be awarded to the plaintiff are covered by insurance up to
policy limits.
However, On October 24, 2001, the Company was named as a defendant in
Merchant's & Business Men's Mutual Insurance Company vs. APO Health, Inc.,
Case No. 01-605-091, Supreme Court of the State of New York, County of New
York. Merchant's & Business Men's Mutual Insurance Company issued a Commercial
Blanket Excess Liability insurance policy to the Company for one year
commencing February 27, 2000 up and through February 27, 2001. Merchant's &
Business Men's Mutual Insurance Company alleges in its complaint that policy
coverage with the Company does not extend to the allegations set forth in the
aforementioned Kenro suit. The Company, however, disagrees and contends that
the policy issued by Merchant's & Business Men's Mutual Insurance Company
obligates them to cover any monetary damages that the Company may incur, as a
result of an unfavorable verdict in the Kenro suit.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
7
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
APO common stock currently trades on NASDAQ's OTC Electronic "Bulletin Board"
and is currently traded under the symbol "APOA" .The high and low prices of
the common stock for the quarterly periods for the two years ending September
30, 2001 are as follows. (Prior to the reorganization on June 13, 2001 the
prices reflect those of Internet Financial Corp. Com, Inc. trading under the
symbol "IFAN".)
Common
Quarter Ended High Low
-------------- ---- ----
December 31, 1999 5.70 5.10
March 31, 2000 5.70 5.10
June 30, 2000 7.50 5.10
September 30, 2000 7.50 4.80
December 31, 2000 6.25 1.90
March 31, 2001 3.00 1.80
June 30, 2001 3.50 2.62
September 30, 2001 3.00 0.72
(a) Holders The number of holders of record of the Company's common
stock as of September 30, 2001 was approximately 365.
(b) Dividends The Company has not paid or declared any cash dividends on
its common stock since its inception, and by reason of its
contemplated financial requirements, does not anticipate
paying any cash dividends on its common stock in the near
future.
RECENT SALES OF UNREGISTERED SECURITIES
On May 1, 1997, the Company authorized 3,000,000 shares of its common stock,
par value $0.01, to be issued in consideration for services rendered to the
Company. This issuance was considered exempt by reason of Section 4(2) of the
Securities Act of 1933. On February 11, 2000, the Company's common stock
underwent a forward stock split on a 5:1 basis for all record shareholders,
increasing the then issued and outstanding shares from 3,000,000 common shares
to 15,000,000 common shares.
Pursuant to a Tax-Free Reorganization Agreement effective June 13, 2001, the
Company, then called InternetFinancialCorp.com, Inc. trading under the symbol
IFAN, acquired 3,046,300 of the 3,209,563 outstanding shares of common stock
of APO Health, Inc., a New York corporation, or 91%. The essential terms and
conditions of that Agreement were that APO Health, Inc. conveyed, assigned and
transferred to IFAN, free and clear of all liens, encumbrances or mortgages,
all of APO's business, properties, and assets of every kind and description,
real or personal, including, but not being limited to, APO Health, Inc.'s
goodwill and all of its right, title, or interest in and to the name, APO
Health, Inc. (collectively the Assets), subject to all disclosed unpaid and
unsatisfied liabilities and obligations of APO Health, Inc. at the time of
closing including such liens and security interests as may at that time be
held by APO Health, Inc.'s lender, HSBC Bank, 534 Broad Hollow Rd., Mellville,
New York 11747. The Company, then, became the sole owner and operator of the
business and properties of APO Health, Inc. We changed our name to APO
Health, Inc. shortly thereafter.
8
Prior to the transaction, we were authorized to issue 125,000,000 shares of
Common Stock, and as of June 13, 2001, we had issued 15,000,000 shares of its
capital stock to our shareholders. In accordance with the terms of this
Agreement and subject to the conditions set forth herein, the Selling
Shareholders, who at the time of closing owned 91% of the APO Health, Inc.
common stock, exchanged their shares of stock with IFAN.
On June 30, 2001, the Company filed a Form S-8 registration in connection with
a newly established Compensation Plan. Pursuant to that plan, the Company
registered a total of 1,100,000 shares of its common stock which it
immediately issued to certain consultants for the settlement of a portion of
its accounts payable and accrued expenses of the Company.
On August 10, 2001, we amended our Certificate of Incorporation to increase
our authorized Common Stock from 25,000,000 to 125,000,000.
In August of 2001, the board approved an issuance of 3,883,716 shares to
seven professionals and consultants in exchange for their services. Such
issuances were considered exempt by reason of Section 4(2) of the Securities
Act of 1933. Also on that date, 1,388,706 shares were issued back to APO
Health, Inc. (the New York private corporation). That issuance was also
considered exempt by reason of Section 4(2) of the Securities Act of 1933.
On August 21, 2001, we issued 1,150,000 shares of our restricted Common Stock
to 6 consultants in exchange for previously rendered services. Such issuances
were considered exempt by reason of Section 4(2) of the Securities Act of
1933.
On September 17, 2001, we issued 499,997 shares to various investors in a Rule
506 Offering, and such issuance was considered exempt by reason of Regulation
D of the Securities Act of 1933, and Rule 506 promulgated thereunder.
On November 21, 2001, we issued 188,800 shares to Ameristar Group, Inc. in
exchange for 20,000 old APO Health Inc. (New York) shares that had not been
previously included in the reorganization. That issuance was considered
exempt by reason of Section 4(2) of the Securities Act of 1933.
On November 29, 2001, Jan Stahl returned 1,782,000 post split shares to
authorized in accordance with his Indemnity Agreement with the Company.
On December 4, 2001, the Company filed a Form S-8 registration in connection
with a newly established Consultant's Compensation Plan. Pursuant to that
plan, the Company registered a total of 600,000 shares of its Common Stock
which it immediately issued to certain consultants for the settlement of a
portion of its accounts payable and accrued expenses of the Company. A
total of 458,610 shares were issued on that date in accordance with The
Consultants' Compensation Plan.
In general, under Rule 144 adopted pursuant to the Securities Act of 1933, a
person (or persons whose shares are aggregated) who has satisfied a one year
holding period, under certain circumstances, may sell within any three-month
period a number of shares which does not exceed the greater of one percent of
the then outstanding Common Stock or the average weekly trading volume during
the four calendar weeks prior to such sale. Rule 144 also permits, under
certain circumstances, the sale of shares without any quantity limitation by a
person who has satisfied a two-year holding period and who is not, and has not
been for the preceding three months, an affiliate of the Company.
9
ITEM 6 SELECTED FINANCIAL DATA
The following table sets forth selected financial data as of and for each of
the years in the five year period ended September 30, 2001.
Statement of Operations Data:
Fiscal Year Ended September 30,
2001 2000 1999 1998 1997
_____________________________________________________________________________________
Revenue $ 25,513,303 $ 30,232,347 $ 32,147,128 $ 33,170,600 $ 23,500,981
Gross Profit 2,771,200 3,006,830 2,831,870 3,183,257 2,473,755
Selling, General and
Administrative Expenses 2,490,036 2,863,747 2,629,370 2,739,484 2,262,130
Business Acquisition
Costs - - -
Net Income (Loss)
before extraordinary
item (122,060) ( 182,325) 59,901 310,690 (15,665)
Extraordinary Item - ( 58,575) 211,323 36,533 -
Net Income (Loss) (122,060) (240,900) 271,224 347,223 (15,665)
Earnings per common
share before extra-
ordinary item $(.01) $(.02) $.01 $.06 $(.00)
Extraordinary Item - $(.00) $.04 $.00 -
Earnings per
Common Share $(.01) $(.02) $.05 $.06 $(.00)
Weighted Average
Shares Outstanding 21,532,814 13,217,660 5,261,432 5,513,882 5,426,962
Balance Sheet Data:
As of September 30,
2001 2000 1999 1998 1997
_____________________________________________________________________________________
Total Assets $ 4,115,102 $ 4,423,752 $ 4,259,980 $ 4,203,089 $ 4,089,332
Total Liabilities 2,888,626 3,546,184 3,609,204 3,823,357 4,056,823
Stockholders' Equity 1,226,476 877,568 650,776 379,732 32,509
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Comparison of Fiscal 2001 and 2000
- ----------------------------------
Net sales for fiscal 2001 were $25.51 million compared with $30.23 million in
fiscal 2000, a decrease of 15.6%. The decrease in sales was primarily a result
of decreases in the wholesale business. Retail dental, medical and veterinary
sales increased by approximately 15%, while sales to wholesalers decreased by
approximately 21%.
Gross margin for fiscal 2001 was $2.77 million compared with $3.00 million in
fiscal 2000, but as a percentage of sales the gross margin increased to 10.86%
in fiscal 2001 compared to 9.94% in fiscal 2000. The increase in gross margin
reflects a greater percentage of retail sales, which has a higher gross profit
margin then wholesale.
Operating expenses include selling expenses and general and administrative
expenses. Selling expenses for fiscal 2001 were $805,029 compared to $819,145
in fiscal 2000, a decrease of 1.7%. The Company reduced advertising costs by
$42,594 in fiscal 2001 from fiscal 2000, a decrease of 17.8%, but this was
offset by an increase of $25,200 in shipping expense in fiscal 2001 from
fiscal 2000, an increase of 11.6%. The increase in shipping expense was due to
surcharges by carriers for increased fuel costs.
10
General and administrative cost in fiscal 2001 were $1,685,007 compared with
$2,044,602 in fiscal 2000, a decrease of 17.6%. Officers compensation in
fiscal 2001 was $425,600 compared to $592,900 in fiscal 2000, a decrease of
28.2%. In fiscal 2000 officers' compensation included stock bonus of
approximately $305,000 compared to stock bonuses in fiscal 2001 of $86,100. In
fiscal 2000, the Company recorded a contribution to the profit sharing plan of
$50,000. In fiscal 2001, the company determined that the 2000 contribution
would not be made and recognized a $50,000 reduction in general and
administrative expenses. As a result of the reduction in revenue, other office
expenses including mailing, printing and stationary, and telephone decreased
by approximately $66,500 in fiscal 2001 from fiscal 2000.
Other expenses in fiscal 2001 include $340,225 of business acquisition costs
including professional and consulting fees to acquire an inactive public
company. In fiscal 2000, the company spun off its holding company incurring
professional and consulting fees of $137,135.
Comparison of Fiscal 2000 and 1999
- ----------------------------------
Net sales for fiscal 2000 were $30.23 million compared with $32.15 million in
fiscal 1999, a decrease of 6.0%. The decrease was primarily a result of
decrease in wholesale business. Retail, dental, medical and veterinary sales
increased by approximately 10% while wholesale business decreased by
approximately 8%.
Gross margins for fiscal 2000 was $3.00 million compared with $2.83 million
for 1999 and as a percentage of revenue the margins increased to 9.94% in 2000
compared with 8.81% in fiscal 1999. The increased gross profit margin reflects
a greater profit margin in retail sales.
Operating expenses for fiscal 2000 were $2.86 million compared to $2.63
million in fiscal 1999. Office salaries and other benefits increased by
approximately $106,000 in fiscal 2000 an increase of approximately 20%. Other
office expense including printing, mailing, telephone expense and
miscellaneous expenses increased by approximately $80,000 an increase of
approximately 25% over fiscal 1999.
Liquidity and Capital Resources
- -------------------------------
As of September 30, 2001 the Company has net current working capital of
$1,053,050 an increase of $365,808 from September 30, 2000. The business
acquisition costs of $284,467 were financed by private placement proceeds of
$280,000. Excluding the business acquisition, the Company would have had cash
flows from operations of approximately $290,000. The Company has a $2,000,000
credit facility which is sufficient to fund operations for the next fiscal
year.
The Company currently has 3,850,000 million warrants outstanding, each warrant
entitling holders to purchase one share of APO common stock at exercise prices
of $1.00 to $2.00 per share. There is no guarantee that any of the warrants
will be exercised. Any proceeds from the exercise of warrants could be used to
pay down debt, expand current operations or be used for future acquisitions.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Appears after Item 14.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
In August, 2001, the Board of Directors engaged the accounting firm of Linder
& Linder Certified Public Accountants to replace Malone & Bailey PLLC who
audited the September 31, 2000 financial statements. There were no
disagreements with the prior accountants on accounting or financial
disclosures.
11
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below are the names, ages and business experience of the executive
officers and directors of the Company. All information is as of September 30,
2001.
Name Age Position
---- --- --------
Dr. Jan Stahl 53 Chairman, Chief Executive Officer
Secretary, Director
Peter Steil 53 President, Chief Financial Officer,
Director
Kenneth Levanthal 46 Director
Dr. Jan Stahl is a New York State licensed dentist. Dr. Stahl founded APO
Health, the Company's wholly owned subsidiary, in 1987, and has been its
Chairman, Chief Executive Officer, Secretary and a Director since such time.
Dr. Stahl's primary responsibilities for the Company are in the area of sales
and marketing. Prior to founding the Company, Dr. Stahl was a practicing
dentist in the state of New York. Dr. Stahl received his DDS Degree from New
York University in 1974.
Peter Steil co-founded the Company along with Dr. Stahl in 1987 and has been
its President and Chief Financial Officer since such time. From 1981 to 1987,
Mr. Steil was President of LBS Interdent, Inc., a company engaged in dental
product sales. From 1974 to 1981, Mr. Steil was employed as Director of
International Technical Support and Sales by Degussa, a European based
manufacturer and distributor of dental and medical supplies. Subsequently
(from 1984 to 1986) he was employed by Orbident International, the
international sales division of Darby Drugs. Mr. Steil's training is in
mechanical engineering having received his Technical Degree from Tuebingen
University, Germany, in 1974.
Kenneth Levanthal founded Universal Medical Distributors, Inc. ("Universal"),
a subsidiary of the Company, in 1985 and has served as its president since
such time. Prior to founding Universal, Mr. Levanthal had been employed as
Executive Vice President of Medardo Corp., a division of Omnicare, Inc.,
having been employed by Medardo Corp. since 1997, prior to its acquisition by
W.R. Grace & Co. (the parent company of Omnicare, Inc.) Omnicare consists of
various health care companies, with Medarco specializing in the sale of
veterinary products. Mr. Levanthal graduated from Boston University in 1977,
receiving his Bachelors Degree.
ITEM 11 EXECUTIVE COMPENSATION
The following table sets forth information relating to remuneration received
by executive officers and directors for the Company's most recent fiscal year
compared with the previous two fiscal years.
12
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Long Term Compensation
Securities All
Annual Compensation (1) Restricted Underlying Other
Name & Principal Stock Options of Compen-
Position Year Salary Bonus Awards SARS sation
-------- ---- ------ ----- ------ ---- ------
Jan Stahl, 2001 $222,000 -0- 43,200 -0- -0-
CEO (1) 2000 155,000 -0- 182,671 -0- -0-
1999 389,723 -0- -0- -0- -0-
Peter Steil, 2001 $117,200 -0- 43,200 -0- -0-
President (1) 2000 124,800 -0- 108,454 -0- -0-
1999 178,600 -0- -0- -0- -0-
Kenneth 2001 $ 80,800 -0- -0- -0- -0-
Levanthal 2000 88,400 -0- 14,527 -0- -0-
1999 78,000 -0- -0- -0- -0-
(1) It should be noted that the figures listed as "salary" include both base
salary and earned commissions, but do not include annual bonus amounts, if
any, which are listed separately under the "bonus" column.
The following table sets forth, as of September 30, 2001, certain information
regarding the beneficial ownership of the Company's common stock.
Number of Shares Owned Percentage
Name of Record and Beneficially Common Stock Outstanding
---- -------------------------- ------------------------
Dr. Jan Stahl
3141 Ann Street
Baldwin, NY 11510 9,065,705 41.24%
Peter Steil
57 Hewlett Avenue
P.O. Box 750
Point Lookout, NY 11569 5,395,212 24.54%
Kenneth Levanthal
24 Meadowbrook Road
Huntington Station, NY 11746 354,000 1.61%
All Directors and Officers
As a Group 14,814,917 67.39%
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
13
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report.
PAGE
----
1. Financial Statements:
Report of Independent Certified Public Accountants. F-1 - F-2
Balance Sheets as of September 30, 2001 and 2000. F-3
Statements of Operations for the years ended
September 30, 2001, 2000 and 1999. F-4
Statements of Changes in Stockholders' Equity
For the years ended September 30, 2001, 2000 and 1999. F-5
Statements of Cash Flows for the years ended
September 30, 2001, 2000 and 1999. F-6
Notes to Consolidated Financial Statement. F-7 - F-12
2. Schedule II - Valuation and Qualifying Accounts. F-13
(b) Exhibits.
21 List of subsidiaries.
(c) Reports on Form 8-K.
14
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
APO Health, Inc. (formerly Xetal, Inc.)
Oceanside, New York
We have audited the accompanying consolidated balance sheet of APO Health,
Inc. as of September 30, 2001 and the related consolidated statements of
operations, stockholders' equity and cash flows for the years ended September
30, 2001 and 1999. 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 auditing standards generally
accepted in the United States. 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 in 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of APO
Health, Inc. as of September 30, 2001 and the results of their operations and
their cash flows for the years ended September 30, 2001 and 1999, in
conformity with accounting principles generally accepted in the United States.
Our audits were made to form an opinion on the basic financial statements
taken as a whole. The supplemental schedule listed in the index to the
financial statements and schedule are presented to comply with the rules and
regulations under the Securities and Exchange Act of 1934 and are not
otherwise a required part of the basic financial statements. The supplemental
schedule for the years ended September 30, 2001 and 1999 have been subjected
to the auditing procedures applied in the audits of the basic financial
statements. In our opinion, the supplemental schedule referred to above
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.
Linder & Linder
Certified Public Accountants
Dix Hills, New York
December 3, 2001
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
APO Health, Inc. (formerly Xetal, Inc.)
Oceanside, New York
We have audited the accompanying consolidated balance sheet of APO Health,
Inc. as of September 30, 2000 and the related consolidated statements of
operations, stockholders' equity and cash flows for the year 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 audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. 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 in 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 audit provides
a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of APO
Health, Inc. as of September 30, 2000 and the results of its operations and
its cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States.
Our audit was made to form an opinion on the basic financial statements taken
as a whole. The supplemental schedule listed in the index to the financial
statements and schedule are presented to comply with the rules and regulations
under the Securities and Exchange Act of 1934 and are not otherwise a required
part of the basic financial statements. The supplemental schedule for the
year ended September 30, 2000 has been subjected to the auditing procedures
applied in the audit of the basic financial statements. In our opinion, the
supplemental schedule referred to above fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
MALONE & BAILEY, PLLC
April 5, 2001
Houston, Texas
APO HEALTH, INC.
(formerly Xetal, Inc.)
CONSOLIDATED BALANCE SHEETS
September 30, 2001 and 2000
2001 2000
---------- ----------
ASSETS
Current Assets
Cash $ 179,167 $ 90,732
Accounts receivable, net of allowance
for doubtful accounts of $29,000 and $59,800 1,768,501 2,167,261
Inventory 1,692,209 1,895,334
Due from officers 99,844 15,294
Deferred tax asset 36,020 34,563
Other current assets 165,935 30,242
---------- ----------
Total Current Assets 3,941,676 4,233,426
Property and Equipment, net of accumulated
depreciation of $76,606 and $78,001 40,389 57,289
Goodwill, less accumulated amortization
of $53,802 and $53,802 125,537 125,537
Deposits 7,500 7,500
---------- ----------
TOTAL ASSETS $4,115,102 $4,423,752
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Bank notes payable $1,736,224 $1,892,670
Accounts payable 1,056,117 1,449,550
Accrued expenses 50,776 203,964
Due to officer 45,509
----------- ----------
Total Current Liabilities 2,888,626 3,546,184
----------- ----------
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, 2,000,000
shares authorized, 0 shares issued
Common stock, $.0002 par value, 125,000,000
shares authorized, 23,132,089 and 14,216,422
shares issued and outstanding 4,626 2,843
Paid in capital 1,452,530 983,345
Retained earnings (deficit) (230,680) (108,620)
---------- ----------
Total Stockholders' Equity 1,226,476 877,568
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $4,115,102 $4,423,752
========== ==========
See accompanying auditors' report and notes to financial statements.
APO HEALTH, INC.
(formerly Xetal, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2001, 2000, AND 1999
2001 2000 1999
----------- ----------- -----------
Revenues $25,513,303 $30,232,347 $32,147,128
Cost of revenues 22,742,103 27,225,517 29,315,258
----------- ----------- -----------
Gross Margin 2,771,200 3,006,830 2,831,870
----------- ----------- -----------
Operating Expenses
Selling 805,029 819,145 833,764
General and administrative 1,685,007 2,044,602 1,795,606
----------- ----------- -----------
2,490,036 2,863,747 2,629,370
----------- ----------- -----------
Income from operations 281,164 143,083 202,500
Interest expense 153,698 141,704 91,759
Holding company spinoff costs 137,135
Business acquisition costs 340,225
----------- ----------- -----------
Income before provision for income
taxes and extraordinary item (212,759) (135,756) 110,741
Provision (benefit) for income tax (90,699) 46,569 50,840
----------- ----------- -----------
Income (loss) before extraordinary item (122,060) (182,325) 59,901
Extraordinary item, net
- debt forgiveness (58,575) 211,323
----------- ----------- -----------
NET INCOME (LOSS) $ (122,060) $ (240,900) $ 271,224
=========== =========== ===========
Basic and diluted
Earnings per common share
- before extraordinary item $ (.01) $ (.02) $ 0.01
- from extraordinary item .00 0.04
----------- ----------- -----------
Net income per common share $ (.01) $ (.02) $ 0.05
=========== =========== ===========
Weighted average common shares
outstanding 21,532,814 13,217,660 5,261,432
See accompanying auditors' report and notes to financial statements.
APO HEALTH, INC.
(formerly Xetal, Inc.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2001, 2000, AND 1999
Retained
Common Stock Paid in Earnings Treasury
Shares Amount Capital (Deficit) Stock Totals
---------- ---------- ---------- ---------- ---------- ----------
Balances,
September 30, 1998 928,263 $ 928 $ 614,012 $ (235,208) $ 379,732
Retroactive
Stock split 4,585,619 175 (175)
Stock acquired with
Debt forgiveness $ (180) (180)
Net income 271,224 271,224
---------- ---------- ---------- ---------- ---------- ----------
Balances,
September 30, 1999 5,513,882 1,103 613,837 36,016 (180) 650,776
Retroactive
Stock split 7,221,240 259 (259)
Cancellation of
Treasury stock (180,000) (180) 180
Spin-off of Xetal, Inc. (96,264) 96,264
Issuance of stock for
Debt 600,000 600 161,438 162,038
Issuance of stock for
Services 1,061,300 1,061 304,593 305,654
Net (loss) (240,900) (240,900)
---------- ---------- ---------- ---------- ---------- ----------
Balances,
September 30, 2000 14,216,422 2,843 983,345 (108,620) 0 877,568
Retroactive
Stock split 1,470,000 54 (54)
Issuance of stock for
Officers' bonus 300,000 300 86,100 86,400
Sale of stock 500,000 100 279,900 280,000
Recapitalization
Reverse acquisition 2,500,000 500 (500)
Issuance of stock for
Services 4,145,667 829 103,739 104,568
Net loss (122,060) (122,060)
---------- ---------- ---------- ---------- ---------- ----------
Balances,
September 30, 2001 23,132,089 $ 4,626 $1,452,530 $ (230,680) $ 0 $1,226,476
========== ========== ========== ========== ========== ==========
See accompanying auditors' report and notes to financial statements.
APO HEALTH, INC.
(formerly Xetal, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2001, 2000, AND 1999
2001 2000 1999
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (122,060) $ (240,900) $ 271,044
Adjustments to reconcile net income to
net cash flows from operating activities
Depreciation and amortization 16,900 30,370 29,545
Bad debts (30,800) (29,400) (5,200)
Deferred taxes (1,457) 6,937 (18,500)
Stock issued for services 190,969 305,654
Write off of a deposit 20,000
Gain on asset retirement 3,105
Gain on debt forgiveness (314,643)
Write-off of registration costs 49,523
Changes in:
Accounts receivable 429,560 344,857 123,956
Inventory 203,124 (619,757) (299,245)
Other current assets (135,693) 22,694 (31,777)
Accounts payable (393,433) (449,002) (38,897)
Accrued expenses (153,188) (330,309) (120,625)
Income taxes payable (107,491) 101,491
----------- ----------- -----------
CASH FLOWS PROVIDED BY (USED IN
OPERATING ACTIVITIES 3,922 (1,043,242) (253,328)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (7,187) (6,225)
Increase in deposits (2,543)
----------- ----------- -----------
CASH FLOWS (USED IN)
INVESTING ACTIVITIES 0 (9,730) (6,225)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of loans payable (135,357)
Advances from officer, net (39,041) 116,645 116,335
Proceeds from bank notes payable, net (156,446) 985,820 293,878
Proceeds from sale of stock 280,000
----------- ----------- -----------
CASH FLOWS PROVIDED BY (USED IN)
FINANCING ACTIVITIES 84,513 1,102,465 274,856
----------- ----------- -----------
Net increase (decrease) in cash 88,435 49,493 15,303
Cash balances
Beginning of period 90,732 41,239 25,936
----------- ----------- -----------
End of period $ 179,167 $ 90,732 $ 41,239
=========== =========== ===========
See accompanying auditors' report and notes to financial statements.
APO HEALTH, INC.
(formerly Xetal, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
Nature of business and basis of consolidation. APO Health, Inc. ("APO") was
incorporated under the laws of the state of New York in August 1978. The
Company and its wholly-owned subsidiary, Universal Medical Distributors, Inc.
("Universal") distribute disposable medical products principally to dental,
medical and veterinary professionals and wholesalers in the United States,
principally on the East Coast. In September 1994, APO had acquired an
inactive public company, Xetal, Inc. ("Xetal") in a reverse acquisition
transaction. On December 23, 1999, APO assumed all of the assets and
liabilities of Xetal and 100% of the Company shares held by Xetal were
distributed to the existing shareholders of Xetal on a pro rata basis as a
stock dividend. The spin-off is treated as a reverse spin-off, as if APO had
spun off Xetal, in order to reflect the substance of the transaction. These
consolidated financial statements reflect consolidated accounts of all three
companies up to December 23, 1999, the effective date of the spin-off, and of
APO and Universal thereafter.
Effective June 13, 2001, InternetFinancialCorp.com, Inc., ("IFAN"), a Nevada
corporation, which is an inactive public company acquired APO, (collectively,
the "Company"), pursuant to a tax-free reorganization agreement. The
acquisition was accounted for by the purchase method under business
combinations in a reverse acquisition transaction. Concurrently, IFAN changed
its name to APO Health, Inc., a Nevada corporation.
Cash and cash equivalents. For purposes of the statements of cash flows, cash
equivalents include all highly liquid investments with original maturities of
three months or less.
Revenue recognition occurs when products are shipped.
Advertising is expensed as incurred. For the years ended September 30, 2001,
2000 and 1999 advertising expense amounted to $196,173, $238,767 and $143,676,
respectively.
Merchandise inventory is stated at the lower of cost or market. Cost is
determined using the first-in, first-out method.
Property and equipment is stated at cost. Depreciation is provided for on the
straight-line method over the useful estimated life. The cost of maintenance
and repairs is expensed as incurred.
Goodwill represents the excess of the cost of two companies acquired over the
fair value of their net assets at the dates of acquisition in 1996 and is
being amortized using the straight line method over 15 years. Effective to
the issuance of FASB No. 142 the Company discontinued amortizing goodwill.
The Company follows Statement of Financial Accounting Standards No. 121,
Impairment of Long-lived Assets, by reviewing such assets for impairment
whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable.
Shipping and handling is expensed as incurred. Shipping and handling is
included in selling expense and amounted to $240,709, $215,510 and $241,419
for the years ended September 30, 2001, 2000 and 1999, respectively.
Income taxes are computed using the tax liability method of accounting,
whereby deferred income taxes are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates that will be in effect when the differences
reverse.
Basic net income per share has been calculated based on the weighted average
number of shares of common stock outstanding during the period. Diluted net
income per share is computed by dividing the net income by the weighted
average number of common shares outstanding plus potential dilutive
securities. Effective to the June 13, 2001 acquisition, the weighted average
number of shares of common stock have been retroactively restated to give
effect for the 5.94 to 1 stock split.
Reclassifications. Certain reclassifications of certain prior year amounts
were made to conform to the current year presentation.
Estimates and assumptions. Preparing financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenue and expenses at the balance sheet date and for the period then ended.
Actual results could differ from these estimates.
NOTE 2 - SUPPLEMENTAL CASH FLOW STATEMENT DISCLOSURES
2001 2000 1999
---------- ---------- ----------
Cash paid during the year for
Interest $ 143,901 $ 144,381 $ 84,721
Income taxes 65,000 65,349
Non-cash transactions:
Spinoff of Xetal, Inc. $ 96,624
Note payable paid by issuance of stock 162,038
NOTE 3 - BANK NOTES PAYABLE
On April 2, 2001, the Company renewed its credit facility with HSBC Bank USA
that provides for total borrowings that may not exceed $2,000,000. Bankers
acceptances and letters of credit, which relate to specific importation
transactions, may not exceed $500,000 each and own-note borrowing, which does
not relate to specific transactions, may not exceed $1,500,000. The credit
facility is collateralized by substantially all of the Company's assets and is
personally guaranteed by the two majority Company stockholders. Interest of
prime + 1% on the own-note borrowings is payable monthly and the bankers
acceptance fees of 200 basis points above the discount rate are paid at the
inception of the bankers acceptance. Borrowings on the credit facility are
payable on demand, or upon maturity, which is up to 180 days after the
initiation of a bankers acceptance or March 31, 2002, for own-note borrowings,
whichever is earlier. On April 2, 2001, the date the credit facility was
renewed, outstanding own-note borrowings were $1,949,000, and the $449,600
excess over the sub-limit was converted to a term loan payable over one year
in monthly installments of $37,467. Interest will be at the bank's prime rate
plus 1%.
Own-note borrowings were $1,370,000 and $1,121,600 as of September 30, 2001
and 2000, respectively. As of September 30, 2001 and 2000, bankers
acceptances totaled $103,958 and $771,070, respectively, and there were
$113,179 and $0 respectively, letters of credit outstanding. As of September
30, 2001 and 2000, the term loan amounted to $262,266 and $449,600,
respectively.
The credit facility matures March 31, 2002.
NOTE 4 - DEBT FORGIVENESS
During 1996 and 1997, the Company raised $500,000 in total notes payable to
several individuals. In connection with the 1997 offering, 200,000 shares of
common stock and warrants to purchase 2,500,000 shares of common at $5 were
issued.
During 1999 and 1998, the Company settled the above debts for $150,357 and
return of 180,000 shares and 2,250,000 warrants, and recorded extraordinary
gains of $211,323 and $36,533, net of tax of $103,500 and $12,000,
respectively. During fiscal 2000, APO cancelled the 180,000 shares of common
stock.
During 2000, several note-holders demanded a renegotiation of the settlement
and the Company paid another $88,750, which is shown as an extraordinary
expense.
NOTE 5 - RELATED PARTY NOTES PAYABLE
As of September 30, 1999, $162,038 of notes payable owed to the two majority
stockholders was outstanding. In October 2000, these stockholders exchanged
the notes for 600,000 shares of Company stock.
Advances due to/from officers are non-interest bearing and due on demand.
NOTE 6 - INCOME TAXES
Income taxes (benefit) consist of the following:
2001 2000 1999
---------- ---------- ----------
Current $ (89,242) $ 76,273 $ 62,766
Deferred ( 1,457) (29,704) (11,926)
---------- ---------- ----------
$ (90,699) $ 46,569 $ 50,840
========== --======== =--=======
A reconciliation of income tax at the federal statutory income tax rate to
total income taxes is as follows:
2001 2000 1999
---------- ---------- ----------
Computed at the federal
statutory rate of 34% $ (72,338) $ 7,641 $ 29,004
State income tax (benefit) (12,560) 8,146 20,000
Valuation allowance adjustment 22,300 30,782
Other adjustments (28,101) 1,836
---------- ---------- ----------
$ (90,699) $ 46,569 $ 50,840
========== ========== ==========
The components of deferred taxes are as follows:
2001 2000
---------- ----------
Deferred tax assets
Allowance for doubtful accounts $ 11,600 $ 59,268
Depreciation 8,520 4,563
Net operating loss carryover, less
valuation allowance of $22,300 20,000
Miscellaneous (4,100) 125
---------- ----------
36,020 63,956
---------- ----------
Deferred tax liabilities
Deferred officer compensation 4,299
Goodwill 18,702
State franchise taxes 6,392
---------- ----------
29,394
---------- ----------
Current net deferred tax assets $ 36,020 $ 34,563
========== ==========
The Company has a net operating loss carryover of approximately $106,000 to
offset future taxable income. The carryover expires 2016.
NOTE 7 - COMMON STOCK ISSUANCES
During the fiscal year ended September 30, 2001, 300,000 shares of stock
valued at $86,400 were issued to two officers as a bonus and the Company sold
500,000 shares in a private placement which provided net proceeds to the
Company of $280,000. The investors of the private placements received
warrants to acquire 1,500,000 shares of Company stock at $1.00 per share.
Such warrants expire April 24, 2004.
On June 13, 2001, the Company acquired IFAN in a transaction accounted for as
a reverse acquisition, whereby the Company is treated as the acquirer for
accounting purposes. Accordingly, the Company's stockholders' equity has been
retroactively restated to give effect to the acquisition. In conjunction with
the reverse acquisition, the Company's shareholders other than the
shareholders that purchased the 500,000 shares in the private placement
received 5.9 IFAN shares for each APO share held, and 2,500,000 shares were
issued to the existing IFAN shareholders.
In conjunction with the acquisition 3,145,667 shares were issued to
consultants associated with the acquisition. The consultants also received
warrants to purchase 1,350,000 shares of the Company's stock at prices ranging
from $1 to $2 that expire September 13, 2004.
In addition, a consultant was issued 1,000,000 shares pursuant to a contract
to provide investor relations services over the next twelve months. The
investment relations consultant received warrants to purchase 1,000,000 shares
of Company stock at prices ranging from $1 to $2 per share. Such warrants
expire June 5, 2006.
During the year ended September 30, 2000, the Company issued 600,000 shares of
stock to extinguish $162,038 of notes payable and 1,061,300 shares valued at
$.288 per share, which is a multiple of earnings less a marketability
discount, as bonuses to officers.
NOTE 8 - HOLDING COMPANY SPINOFF COSTS AND BUSINESS ACQUISITION COSTS
$137,135 in legal and accounting fees was incurred in connection with the
spinoff of Xetal in December 1999.
The Company incurred $340,225 of non-recurring costs associated with the
acquisition of APO.
NOTE 9 - LEASES
The Company leases 11,800 square feet in New York and a small sales office in
Florida. Both leases are month-to-month with affiliated companies owned by
the Company's officers and shareholders.
The affiliate's underlying New York lease expires in 2004 and the affiliate's
underlying Florida lease expires in September 2001. Lease payments made by
the Company approximate the payments due by the affiliated companies. Rental
expense was $73,183, $76,665, and $53,752 for the years ended September 30,
2001, 2000, and 1999, respectively.
Future minimum lease payments are $69,468 in 2002, $71,916 in 2003, $74,364 in
2004, and $18,744 in 2005.
NOTE 10 - PROFIT SHARING PLAN
The Company established a profit sharing plan in 1992. All full-time
employees as defined within the plan are eligible to participate.
Contributions to the plan are discretionary and are determined at the
Company's year end. The amount contributed or accrued to the profit sharing
plan for the years ended September 30, 2001, 2000, and 1999, were $0, $50,000
and $99,011, respectively. During 2001, the Company determined it will not
make its 2000 pension contribution and recognized such contribution as income.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
Litigation
There is an action pending in the Circuit/Superior Court of Marion County,
Indiana entitled Kenro, Inc., on behalf of itself and all others similarly
situated against APO Health, Inc. The lawsuit involves unsolicited broadcast
faxes sent in the state and has been certified as a class action suit. The
Company has petitioned the court to certify its class action certification
order for interlocutory appeal. If the Company can defeat the class
certification, then the plaintiff is limited to a single violation with a
maximum potential recovery of $1,500. If the class certification issue is
lost then the Company's exposure can range in the millions of dollars. The
Company has filed a suit seeking indemnification by or contribution from the
vendors who sent the faxes on behalf of the Company. It is the Company's
belief and contention that damages, if any, which may be awarded to the
plaintiff are covered by insurance up to policy limits.
However, on October 24, 2001, the Company was named as a defendant in
Merchant's & Business Men's Mutual Insurance Company vs. APO Health, Inc.
Merchant's & Business Men's Mutual Insurance Company issued a Commercial
Blanket Excess Liability insurance policy to the Company for one year
commencing February 27, 2000 up through February 27, 2001. Merchant's &
Business Men's Mutual Insurance Company alleges in its complaint that policy
coverage with the Company does not extend to the allegations set forth in the
aforementioned Kenro suit. The Company, however, disagrees and contends that
the policy issued by Merchant's & Business Men's Mutual Insurance Company
obligates them to cover any damages that the Company may incur, as a result of
a unfavorable verdict in the Kenro suit.
Employment Agreement
Effective October 1, 2001, the Company has entered into a three-year
employment agreement with its chief executive officer that provides for a
minimum annual salary of $250,000 with incentives based on the Company's
attainment of specified levels of sales and earnings as defined in the
agreement. The employment agreement expires September 30, 2004 and shall
be automatically renewed for successive periods of one year unless either
party gives written notice to terminate the agreement.
NOTE 12 - CONCENTRATION OF CREDIT RISK
The Company maintains bank accounts at one bank. As of September 30, 2001,
The Company had $397,280 on deposit, and only $100,000 in each bank is insured
under federal law.
The concentration of credit risk due to receivables is minimal due to the
Company's diverse customer base. Two customers account for approximately 27%
and 34% of sales for the years ended September 30, 2001 and 2000,
respectively. No single customer accounted for greater than 10% of sales in
the year ended September 30, 1999. No single vendor accounts for greater than
10% of purchases.
APO HEALTH, INC.
(formerly Xetal, Inc.)
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001, 2000, AND 1999
Balance, Balance,
Year Ended Beginning of End of
September 30, Account Period Additions Reduction Period
- ------------- -------------------- ---------- ---------- ---------- ----------
1999 Allowance for
doubtful accounts $ 94,400 $ - $ (5,200) $ 89,200
========== ========== ========== ==========
2000 Allowance for
doubtful accounts $ 89,200 $ - $ (29,400) $ 59,800
========== ========== ========== ==========
2001 Allowance for
doubtful accounts $ 59,800 $ - $ (30,800) $ 29,000
========== ========== ========== ==========
Allowance for
deferred taxes $ - $ 22,300 $ - $ 22,300
========== ========== ========== ==========
SIGNATURES
Pursuant to the requirements of Section 13 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.
APO HEALTH, INC.
Date: January 14, 2002 By: /s/ Dr. Jan Stahl
-----------------------------
Dr. Jan Stahl, Chairman,
Chief Executive Officer
and Secretary
(Principal Executive Officer)
Date: January 14, 2002 By: /s/ Peter Steil
-----------------------------
Peter Steil, President and
Treasurer
(Principal Financial and
Accounting 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 and in the capacities and on the dates indicated.
Date: January 14, 2002 By: /s/ Dr. Jan Stahl
-----------------------------
Dr. Jan Stahl, Director
Date: January 14, 2002 By: /s/ Peter Steil
-----------------------------
Peter Steil, Director
Date: January 14, 2002 By: /s/ Kenneth Leventhal
-----------------------------
Kenneth Leventhal, Director
15