REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICA'S SHOPPING MALL, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 5961 13-4045313
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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10 HENRY STREET 10 HENRY STREET
TETERBORO, NEW JERSEY 07608 TETERBORO, NEW JERSEY 07608
(201) 462-0970 (ADDRESS OF PRINCIPAL PLACE OF BUSINESS
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES) OR INTENDED PRINCIPAL PLACE OF BUSINESS)
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With a copy to:
IRWIN SCHNEIDMILL ROBERT W. VIETS
10 HENRY STREET EMMET, MARVIN & MARTIN, LLP
TETERBORO, NEW JERSEY 07608 120 BROADWAY
(201) 462-0970 NEW YORK, NEW YORK 10286
(212) 238-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /x/
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CALCULATION OF REGISTRATION FEE
PROPOSED
NUMBER OF MAXIMUM OFFERING PROPOSED
TITLE OF EACH CLASS UNITS TO PRICE PER MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED BE REGISTERED UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
Common Stock, par value $0.001 per share........... 2,320,948(2) $ 1.01 $ 2,344,157 $ 618.86
Common Stock, par value $0.001 per share........... 1,200,000(3) $ 3.50(4) $ 4,200,000 $ 1,108.80
Common Stock, par value $0.001 per share........... 1,000,000(5) $ 4.50(6) $ 4,500,000 $ 1,188.00
Common Stock, par value $0.001 per share........... 636,362(7) $ 5.50(4) $ 3,499,991 $ 924.00
Totals............................................. 5,157,310 $14,544,148 $ 3,839.66
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Shares of common stock issued and outstanding.
(3) Issuable upon conversion of 10,000 shares of Series A senior convertible
preferred stock.
(4) Based on the conversion price per share.
(5) Issuable upon exercise of 1,000,000 warrants.
(6) Based on the exercise price per share.
(7) Issuable upon conversion of $3,500,000 principal amount of convertible
debentures.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 10, 1999
PROSPECTUS
5,157,310 SHARES
AMERICA'S SHOPPING MALL, INC.
COMMON STOCK
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5,157,310 shares of our common stock may be offered by certain of our
shareholders. Of these shares, 2,320,948 shares are currently outstanding and
2,836,362 shares are reserved for issuance upon exercise of warrants or upon
conversion of certain convertible securities held by these shareholders. We will
not receive any proceeds from the sale of the shares by these selling
shareholders. We may, however, receive up to $4,500,000 in the event all the
warrants held by a shareholder are exercised.
We have applied to have our shares approved for listing on the OTC Bulletin
Board with the symbol "AMMA."
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The selling shareholders have not advised us of their specific plans for
the distribution of their shares covered by this prospectus. We anticipate that
the selling shareholders may sell their shares from time to time primarily in
transactions (which may include block transactions) in the over-the-counter
market at the market price then prevailing. However, the selling shareholders
may also make sales in negotiated transactions or otherwise.
INVESTING IN OUR SHARES INVOLVES RISKS. CONSIDER CAREFULLY THE "RISK
FACTORS" BEGINNING ON PAGE 3.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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PROSPECTUS DATED , 1999.
TABLE OF CONTENTS
Prospectus Summary.................................................................... 1
Risk Factors.......................................................................... 3
Use of Proceeds....................................................................... 7
Dividend Policy....................................................................... 7
Market for Common Stock............................................................... 8
Summary Financial Data................................................................ 9
Management's Discussion and Analysis.................................................. 10
Business.............................................................................. 13
Management............................................................................ 21
Indemnification of Directors and Officers............................................. 22
Executive Compensation................................................................ 24
Security Ownership of Certain Beneficial Owners and Management........................ 24
Certain Relationships and Related Transactions........................................ 27
Description of Capital Stock.......................................................... 28
Plan of Distribution.................................................................. 31
Selling Shareholders.................................................................. 32
Legal Matters......................................................................... 36
Experts............................................................................... 36
Where You Can Find Additional Information............................................. 36
Index to Financial Statements......................................................... F-1
Please read this prospectus carefully. It describes our business, products,
services and finances. We have prepared this prospectus so that you will have
the information necessary to make an investment decision.
You should only rely on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling shareholders are offering to sell, and
seeking offers to buy, their shares of common stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of the prospectus, regardless of the time of
delivery of this prospectus or of any sale of common stock. Neither the delivery
of this prospectus nor any sales made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of America's
Shopping Mall, Inc. since the date hereof.
We intend to furnish shareholders with annual reports containing financial
statements audited by an independent public accounting firm and quarterly
reports containing unaudited financial information for the first three quarters
of each year.
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America's Shopping Mall internet address is www.americasshoppingmall.com.
Information contained on this website is not part of this prospectus.
The terms "America's Shopping Mall," "we," "our," and "us" refer to
America's Shopping Mall, Inc. and its subsidiaries unless the context suggests
otherwise. The term "you" refers to a prospective investor. The term fiscal 1999
and similar terms refers to our fiscal year ending on April 30 of that year.
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The Deerskin and Joan Cook names and logos are trademarks of America's
Shopping Mall, Inc.
Unless this prospectus states otherwise, all information concerning our
common stock reflects a 30-to-one reverse split in July 1999.
PROSPECTUS SUMMARY
This summary highlights selected information from this document. For a more
complete description of the offering and America's Shopping Mall, you should
carefully read this entire document, including the "Risk Factors" and the
financial statements.
AMERICA'S SHOPPING MALL
We are primarily a specialty catalog and online retailer and direct
marketer of men's and women's leather clothing, footwear and accessories,
household goods, jewelry and gift items and specialty office products. We also
conduct a specialty advertising and promotional products business. We sell goods
through three distinct print and internet catalogs.
Two of our catalogs have been in business for decades. Our Deerskin catalog
operation has been supplying fine leather goods and apparel since 1944. Joan
Cook, our gifts, jewelry and houseware catalog was founded in 1956. Our third
catalog, Remarkable Office Products, was founded in 1982 as a supplier of
specialized office products featuring time management and organizational tools.
All three of these catalogs now have an on-line store on the internet.
Our three internet catalog stores can be found at our "virtual" shopping
mall, www.americasshoppingmall.com. This web site links together the three
catalog web sites in a single convenient location in order to expand our
customers' options and enhance their convenience of purchasing.
Our principal executive offices are located at 10 Henry Street, Teterboro,
New Jersey 07608. Our telephone number there is (201) 462-0970.
THE OFFERING
Various of our shareholders may offer for sale up to 5,157,310 shares of
our common stock which either have been previously issued or are issuable upon
the exercise of warrants or upon conversion of convertible debentures or
convertible preferred stock also previously issued by us. The selling
shareholders may sell all or part of their shares pursuant to this prospectus.
Because these shares will be sold by our shareholders, we will not receive any
proceeds from the sale of the shares. We may, however, receive up to $4,500,000
in the event all the warrants held by a shareholder are exercised. For more
information on the selling shareholders, please refer to "Selling Shareholders"
on page 28 and "Plan of Distribution" on page 31.
FORWARD-LOOKING STATEMENTS MAY PROVE TO BE INACCURATE
We have made forward-looking statements in this document. These
forward-looking statements include statements regarding new products or services
we may introduce in the future, statements about our business strategy and
plans, statements about the adequacy of our working capital and other financial
resources and other statements that are not of a historical nature. When we use
words such as "plans," "intends," "believes," "expects," "seek," "anticipates"
or similar expressions, we are making forward-looking statements. You should
note that forward-looking statements rely on a number of assumptions concerning
future events and are subject to a number of uncertainties and other factors,
many of which are outside of our control, that could cause actual results to
differ materially from the statements. These factors include those discussed
under the caption "Risk Factors" and "Management's Discussion and Analysis" in
this prospectus. We disclaim any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise.
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SUMMARY FINANCIAL INFORMATION
YEAR ENDED APRIL 30,
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HISTORICAL PRO FORMA THREE MONTHS
--------------------- ----------- ENDED
1998 1999 1999 JULY 31, 1999
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STATEMENT OF OPERATIONS DATA:
Total revenue.............................................. $ -- $ -- $12,050,155 $ 1,457,849
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Net loss................................................... $ (7,714) $(118,040) $(2,018,452) $ (648,758)
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Net loss per share......................................... $ (.01) $ (.14) $ (.87) $ (.29)
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Weighted average number of common stock
outstanding.............................................. 822,573 836,751 2,320,906 2,230,327
APRIL 30,
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HISTORICAL PRO FORMA
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1998 1999 1999 1999
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BALANCE SHEET DATA:
Total assets............................................... -- $ 206,509 $ 9,422,476 $9,629,969
Total stockholders' equity................................. -- 149,487 2,902,407 2,351,668
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RISK FACTORS
Before purchasing our common stock, you should carefully consider the
following risk factors and the other information contained in this prospectus.
RISKS RELATED TO OPERATIONAL MATTERS
WE HAVE JUST ACQUIRED FOUR BUSINESSES AND HAVE LITTLE COMBINED OPERATING
HISTORY.
Our predecessor company, Advanced Medical Sciences, Inc. was formed over
ten years ago. Between 1995 and May 1999, it had been dormant and had not
conducted business or generated revenues. We have since acquired three operating
catalog businesses and an advertising specialty company. These businesses have
been managed by us only since May 1999 and had been operating as separate
entities under other management before that time. There can be no assurance that
we will be able to successfully integrate the operations of these businesses or
institute the necessary company-wide systems and procedures to successfully
integrate and manage the combined enterprise on a profitable basis. Our
management group has been assembled only recently, and there can be no assurance
that it will be able to effectively manage the combined company or effectively
implement our growth strategy. The combined historical financial results of
America's Shopping Mall and its subsidiaries included in this prospectus cover
periods before the subsidiaries were brought under America's Shopping Mall's
control and management and, therefore, may not be indicative of our future
financial or operating results. Our inability to successfully integrate our
recent acquisitions will have a material adverse effect on our business,
financial condition and results of operations.
WE ARE IN THE PROCESS OF CONSOLIDATING OUR FOUR BUSINESSES AND EXPECT TO INCUR
GREATER THAN NORMAL OPERATING EXPENSES DURING THE NEXT THREE FISCAL QUARTERS AND
MAY EXPERIENCE UNFORESEEN DIFFICULTIES.
We have recently acquired three catalog businesses and an advertising
specialty concern and are in the process of moving and consolidating our various
facilities and personnel. We expect that this process will continue through the
next three fiscal quarters. In the process of moving and consolidating our
facilities, we expect to incur greater than normal operating costs and expenses.
Furthermore, we may experience unforeseen difficulties in integrating our
services, products or personnel. Our consolidation efforts may also cause a
disruption in our ongoing business, distract our management and other personnel
and make it difficult to maintain our standards, controls and procedures.
WE RELY ON KEY PERSONNEL.
We depend upon the efforts of our officers and other key personnel. The
loss of certain of our key employees, particularly our Chief Executive Officer,
Irwin Schneidmill, could have a material adverse effect on us. Although we have
entered into an employment agreement with him, we cannot assure you that we will
be able to retain him or our other key employees in the future. Furthermore, we
expect that we will need to employ additional executives and key employees in
order to successfully implement our business plan. Our success will depend on
our ability to retain key employees, employ additional capable executives and
implement an effective management structure.
WE HAVE A HISTORY OF NET LOSSES AND MAY NOT BECOME PROFITABLE.
We have incurred a net loss from operations of $629,580 for the three
months ended July 31, 1999 and a net loss from operations of $2,018,452 for the
year ended April 30, 1999 (on a pro forma basis). We can not assure you that we
will achieve or sustain profitability. If we cannot achieve operating
profitability we may not be able to meet our debt service or working capital
requirements, which would have a material adverse effect on our ability to
continue in business.
ANY FACTORS NEGATIVELY AFFECTING OUR BUSINESS DURING OUR THIRD FISCAL QUARTER IN
ANY YEAR, INCLUDING UNFAVORABLE ECONOMIC CONDITIONS, COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND MAY
CAUSE CONSIDERABLE FLUCTUATIONS IN OUR STOCK PRICE.
The market value of our common stock will likely vary significantly in
response to changes in our quarterly results of operations. We have experienced,
and expect to continue to experience, substantial seasonal fluctuations in our
sales and operating results. This seasonality is typical of many catalog-based
specialty retailers, as well as of many other retailers of consumer goods, but
may be more pronounced in our case due to our product mix. Due to the importance
of the fall selling season, which includes Thanksgiving and
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Christmas, the third quarter of our fiscal year (November through January) has
historically contributed, and is expected to continue to contribute, a majority
of our operating income and net income for the entire fiscal year. We expect
this pattern to continue during the current fiscal year and anticipate that in
subsequent years the first two months of our third fiscal quarter will continue
to contribute disproportionately to our operating results. Our quarterly results
of operations may also fluctuate significantly as a result of a variety of other
factors, including shifts in the timing of holidays and changes in our product
mix.
BECAUSE OF OUR PRODUCT LINES, OUR BUSINESS IS MORE SEASONAL THAN MOST CATALOG
AND INTERNET RETAILERS.
Our Deerskin catalog, which accounts for approximately three-quarters of
our revenues, specializes in leather apparel, particularly leather coats,
jackets, gloves and hats. These items are sold principally during the fall and
early winter. Furthermore, our Remarkable Products catalog specializes in
calendars and planners intended for businesses, governmental units and
educational institutions. These items tend to sell mainly toward the end of the
calendar year and in early summer before the beginning of governmental fiscal
years and the beginning of the school year. The highly seasonal nature of our
products, coupled with the seasonal nature of the catalog retail industry,
creates a larger than usual seasonal effect on our quarterly results of sales
and earnings.
OUR BUSINESS COULD BE HURT BY OUR DEPENDENCE ON FOREIGN-SOURCED MERCHANDISE.
We import most of the products in our Deerskin catalog from manufacturers
and suppliers in China, India and, to a lesser extent, South America. Changes in
governments, changes in U.S. and foreign laws and regulations, and political
instability may cause disruption of trade from the countries in which our
suppliers are located. Such disruptions could adversely affect our sales and
financial performance. Risks involved in buying products manufactured abroad
include increases in customs duties and changes in the interpretation of
regulations by the United States Customs Service. Dependence on foreign
suppliers also subjects us to other risks such as foreign exchange risks, import
controls and trade barriers (including the unilateral imposition of import
quotas), loss of most-favored-nation trading status by supplier countries,
restrictions on the transfer of funds, negative publicity from certain work or
trade practices and economic uncertainties.
WE MAY BE UNABLE TO OBTAIN THE CAPITAL REQUIRED FOR FUTURE GROWTH.
Our business is capital intensive and will require a substantial infusion
of additional capital if we are to achieve growth. We will require additional
capital to finance acquisition opportunities and develop new products and
services. Future investments, acquisitions or other transactions may require
additional debt or equity financing. Adequate funds may not be available when
needed, in necessary amounts, or on terms acceptable to us. Insufficient funds
may require us to delay, scale back or eliminate some or all of our product or
market development plans and could have an adverse effect on our future
performance.
WE FACE SUBSTANTIAL COMPETITION IN OUR JOAN COOK AND REMARKABLE PRODUCTS CATALOG
AND INTERNET RETAIL BUSINESSES. MANY OF OUR COMPETITORS ARE LARGER AND HAVE MORE
RESOURCES THAN WE HAVE. WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH EXISTING
OR FUTURE COMPETITORS.
The markets for much of our merchandise are highly competitive, and the
recent national growth in mail order and internet sales has encouraged the entry
of many new competitors as well as increased competition from established
companies. Our Joan Cook and Remarkable Products catalog businesses currently
have numerous significant competitors and all of our businesses may face new
competition from new entrants or existing competitors who focus on market
segments currently served by us. These competitors include large retail stores,
including some with catalog operations, other catalog and direct marketing
companies and internet retailers. Increased competition could result in pricing
pressures, increased marketing expenditures and loss of market share and could
have a material adverse effect on our results of operations.
FLUCTUATIONS IN COSTS OF PAPER AND POSTAGE MAY HAVE A MATERIAL EFFECT ON OUR
OPERATING COSTS.
Paper and postage are significant components of our operating costs. Paper
stock represents the largest element of the cost of printed merchandise catalogs
and paper packaging products, such as shipping cartons, constitute a significant
element of distribution expense. Paper prices historically have been
volatile-they increased dramatically in 1995, declined in 1996 and 1997 and have
remained steady throughout 1998 and 1999. Future paper price increases could
have a material adverse effect
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on our results of operations. Postage for catalog mailings also is a significant
element of our operating expense. Postage rates have increased periodically in
recent years and can be expected to increase in the future. Although we
generally have been able to pass on increases in shipping costs to our
customers, there can be no assurance competitive pressures will permit us to
continue to do so and that future increases will not adversely impact our
operating margins.
THE RATE OF MERCHANDISE RETURNS WILL HAVE A MATERIAL EFFECT ON OUR RESULTS OF
OPERATIONS.
As part of our customer service commitment, we maintain conditional
merchandise return policies for goods purchased from each of our three catalogs.
Fluctuations in merchandise returns particularly affect the results of
operations for the Deerskin and Joan Cook catalogs. All products purchased from
the Deerskin catalog may be returned at any time within one year of the date of
shipment, as long as they are unused and unaltered, for replacement or exchange
or for a full refund (excluding shipping and handling charges). Merchandise
purchased from the Joan Cook catalog, except personalized items, may be returned
within 60 days of the date of shipment for a full refund (excluding shipping and
handling charges). Although personalized items from the Joan Cook catalog cannot
be returned, we exchange items damaged in shipping. We have established an
allowance for merchandise returns based on historical return rates. There can be
no assurance that our merchandise returns will not exceed our reserves. Any
significant increase in our merchandise return rate could have a material
adverse effect on our results of operations.
THE NATURE OF OUR BUSINESSES REQUIRES A RELATIVELY HIGH LEVEL OF FIXED COSTS.
Operation and maintenance of our call center, distribution center and
management information systems involve substantial fixed costs. Catalog mailings
entail substantial paper, printing, postage, merchandise acquisition and human
resource costs, including costs associated with catalog development and
inventory purchases, virtually all of which are incurred prior to the mailing of
the catalog. If net sales from catalog mailings are substantially below
expectations, our results of operations may be adversely effected.
WE DEPEND ON THIRD-PARTY SHIPPERS TO DELIVER OUR PRODUCTS IN A TIMELY MANNER.
Our product distribution relies instead on third-party delivery services,
primarily the United States Postal Service and to a much lesser extent Federal
Express and United Parcel Service. Strikes and other interruptions may delay the
timely delivery of customer orders, and customers may refuse to purchase our
products or demand refunds for merchandise ordered because of our inability to
deliver goods promptly.
RISKS RELATED TO OUR CAPITAL STRUCTURE AND THE OTC BULLETIN BOARD
THE SALE OF A LARGE AMOUNT OF OUR COMMON STOCK IN THE OPEN MARKET COULD CAUSE
THE MARKET PRICE OF OUR COMMON STOCK TO DROP SIGNIFICANTLY, EVEN IF OUR BUSINESS
IS DOING WELL.
All our outstanding common stock is free of restrictions on transfer or sale and
may be sold at any time. Another 2,836,362 shares not yet issued will be freely
tradable immediately upon issuance. The shares that are not yet issued but which
will be freely tradable immediately upon issuance represent an increase in our
presently outstanding common stock of approximately 122%. The market price of
our common stock could drop significantly if the holders of all our freely
tradable shares sell them or are perceived by the market as intending to sell
them. The 2,836,362 shares not yet issued includes 1,200,000 shares issuable
upon conversion of 10,000 shares of Series A Senior Convertible Preferred Stock,
1,000,000 shares issuable upon exercise of 1,000,000 warrants and 636,362 shares
issuable upon conversion of $3,500,000 principal amount of convertible
debentures. See "Selling Shareholders" on page 28.
OUR COMMON STOCK IS TRADED IN AN ILLIQUID MARKET. IN THE PAST IT HAS
EXPERIENCED, AND WE EXPECT IT TO CONTINUE TO EXPERIENCE, SIGNIFICANT PRICE AND
VOLUME VOLATILITY WHICH SUBSTANTIALLY INCREASES THE RISK OF LOSS TO PERSONS
OWNING OUR COMMON STOCK.
Our common stock is traded in the over-the-counter market and our stock
prices are reported on the OTC Bulletin Board. Trading in issues quoted on the
OTC Bulletin Board frequently is sporadic and the volume of shares traded often
is light. Because of the limited trading market for our common stock, and
because of the possible price volatility, you may not be able to sell your
shares of common stock when you desire to do so. The inability to sell your
shares in a rapidly declining market may substantially increase your risk of
loss.
5
WE ARE NOT REQUIRED TO MEET OR MAINTAIN ANY LISTING STANDARDS FOR OUR COMMON
STOCK TO BE QUOTED ON THE OTC BULLETIN BOARD.
The OTC Bulletin Board is separate and distinct from The Nasdaq Stock
Market. Although the OTC Bulletin Board is a regulated quotation service
operated by The Nasdaq Stock Market that displays real-time quotes, last sale
prices, and volume information in over-the-counter equity securities like our
common stock, we are not required to meet or maintain any qualitative or
quantitative standards for quotations in our common stock to be included on the
OTC Bulletin Board. Our common stock does not meet the minimum listing standards
for listing on The Nasdaq Stock Market or any national securities exchange.
OUR MANAGEMENT AND A FEW SHAREHOLDERS OWN OR CONTROL LARGE PERCENTAGES OF OUR
VOTING STOCK.
Our current chief executive officer owns approximately 22% of our
outstanding common stock and several other shareholders of America's Shopping
Mall own or have voting control over a substantial majority of our outstanding
shares of common stock. Accordingly, these individuals have the ability to
control the election of our directors. This concentration of ownership may also
have the effect of delaying, deterring or preventing a change in control. See
"Security Ownership of Certain Beneficial Owners and Management" on page 21.
RISKS RELATED TO TECHNOLOGY MATTERS
SYSTEM FAILURES, DELAYS AND CAPACITY RESTRAINTS COULD ADVERSELY AFFECT OUR
OPERATIONAL AND FINANCIAL PERFORMANCE AND CAUSE OUR STOCK PRICE TO DECLINE.
Our business depends on the efficient and uninterrupted operation of our
computer and communications systems. Our principal computer center and
communications systems are located at our operations headquarters in Carson
City, Nevada Any systems interruptions that cause malfunctions or result in
slower response times could result in losses of data and customer orders.
Interruptions could result from natural disasters as well as power loss,
telecommunications failure and similar events. We do not presently have a formal
disaster recovery plan and our insurance may not be sufficient to cover losses
from these events. In addition, we rely on our existing management information
systems for operating and monitoring all major aspects of our business,
including sales, warehousing, distribution, purchasing, inventory control,
merchandise planning and replenishment, as well as various financial functions.
Any failure by us to upgrade such systems or unexpected difficulties encountered
with such systems as our business expands, or in general any disruption in these
systems, could adversely affect our results of operations and financial
performance.
FAILURE OF OUR COMPUTER SYSTEMS TO RECOGNIZE THE YEAR 2000 COULD DISRUPT THE
OPERATION OF OUR BUSINESS AND TECHNICAL SYSTEMS.
Many existing computer programs and systems use only two digits to identify
year. These programs and systems were designed and developed without considering
the impact of the upcoming change in the century. If not corrected, these
computer applications could fail or create erroneous results by, at or beyond
the year 2000. We use internally developed software in our order fulfillment and
shipment system and software, computer technology and other services provided by
third-party vendors, some of which may fail due to the year 2000 problem. In
reasonably likely worst-case scenarios:
o we could experience disruptions to our operations, including an inability
of our customers to reach our call center to make purchases and our
inability to process customer orders and ship products;
o failures of computer systems could disable one or more of our web sites;
and
o we could experience increased expenses associated with stabilization of
operations after critical systems failure and implementation of remedial
measures.
Our operations also depend on the performance of software and systems used
by our vendors and service providers. We cannot assure you that our vendors and
service providers have or will have operating software and systems that are year
2000 compliant. Year 2000-related failures in the software or systems of our
vendors or third-party service providers could interrupt our operations or
require us to incur significant unexpected expenses. In addition, disruptions
caused by year 2000 problems could affect internet usage generally.
OUR USE OF CERTAIN INTERNET PROCESSES AND TECHNOLOGIES MAY SUBJECT US TO CLAIMS
FOR ROYALTIES OR SUITS FOR PATENT INFRINGEMENT.
Our internet web site is designed to permit customers to select products
from all three of our on line stores and purchase and pay for their selections
in a single transaction. At least one other internet retailer employing a
similar selection and
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payment system has been sued by a person claiming a patent for the method of
simplifying the online shopping process by allowing consumers to use a universal
shopping cart to buy products on line. We do not know whether our internet
shopping system is sufficiently similar to the one employed by the other
internet retailer to fall under the claim of the patent involved in the
litigation, and we have not received any communications or claims from the
patent holder. Nevertheless, many persons are now asserting intellectual
property rights in various internet commerce processes and technologies. We
cannot assure you that we will not be subjected to claims for royalties or
litigation alleging patent infringement as a result of the operation of our
internet web site and on line stores. Any such claims or litigation may
materially increase our costs of doing business or require us to eliminate or
modify certain features of our internet shopping mall.
RISKS RELATED TO REGULATORY MATTERS
WE MAY ENCOUNTER REGULATORY COSTS OR CONFLICTS IN OUR ATTEMPT TO PROMOTE ON LINE
SALES, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO EXPAND THIS BUSINESS.
Few laws or regulations are currently directly applicable to certain
activities on the internet. However, because of the internet's popularity and
growth, new laws and regulations are being adopted or under consideration by
state, local and foreign governments relating to various aspects of internet
commerce. Such government regulations may impose additional burdens on our
business and the business of other internet retailers. They may also impede the
growth in internet commerce and decrease the demand for our products and
services via the internet. It is difficult to predict the cumulative effect on
internet commerce of these disparate legislative and regulatory initiatives;
however excessively restrictive or conflicting laws and regulations could
increase our costs of doing on line business and have the effect of impeding or
stifling the growth of our internet sales.
OTHER GOVERNMENTAL REGULATIONS ALSO AFFECT US.
Our direct mail operations are subject to regulation by the U.S. Postal
Service, the Federal Trade Commission and various state, local and private
consumer protection and other regulatory authorities. In general, these
regulations govern the manner in which orders may be solicited, the form and
content of advertisements, information which must be provided to prospective
customers, the time within which orders must be filled, obligations to customers
if orders are not shipped within a specified period of time and the time within
which refunds must be paid if the ordered merchandise is unavailable or
returned. To date, such regulation has not had a material adverse effect on our
business, financial condition or results of operations. However, there can be no
assurance that any future regulatory requirements or actions will not have a
material adverse effect on our business, financial condition or results of
operations.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of our common
stock by our shareholders. We may, however, receive up to $4,500,000 in the
event that all the warrants held by a shareholder are exercised. Should the
warrant holder exercise its warrants, we expect to use those proceeds for
working capital, to retire outstanding debt or to and make complementary
business acquisitions.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
intend to retain any earnings for use in the operation and expansion of our
business and, therefore, do not anticipate paying any cash dividends in the
foreseeable future. We have outstanding preferred stock that requires us to
declare and pay dividends of approximately $84,000 every quarter. The holders of
our outstanding preferred stock are entitled to receive all accrued unpaid
dividends before we can pay any dividends on our common stock. In addition to
the terms of our outstanding preferred stock, it is anticipated that the terms
of future debt and/or equity financings may further restrict the payment of cash
dividends. Therefore, the payment of any cash dividends on our common stock is
highly unlikely.
7
MARKET FOR COMMON STOCK
The following table lists the high and low closing bid and asked prices for
our common stock for the periods indicated, as reported by the National
Quotation Bureau LLC. Such quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commissions and may not necessarily represent
actual transactions.
The market price information given below is presented to comply with SEC
disclosure requirements. However, quotations for periods before May 1999 reflect
limited and sporadic trading in the stock of our predecessor company during a
period when it was dormant and had no operating business or revenues. Stock
price quotations published for dates following the acquisitions of our new
businesses in May 1999 and the subsequent reincorporation and reverse stock
split described in this prospectus have appeared without the benefit of any
publicly available information concerning America's Shopping Mall. Consequently,
the prices shown in the following table are not a meaningful record of the past
market value of our common stock or a reliable indication of prices to be
expected in the future.
The quotations given in the table are composites which give effect to the
following events:
o For periods up to July 16, 1999, the quotations relate to the common
stock of our predecessor, Advanced Medical Sciences, which was listed on
the OTC Bulletin Board operated by NASDAQ under the trading symbol
"AMDS."
o Effective July 19, 1999, the trading symbol of our common stock was
changed to "AMMA" due to the merger of Advanced Medical Sciences into
America's Shopping Mall. The merger resulted in each shareholder of
Advanced Medical Sciences receiving one one-thirtieth (1/30) of a share
of America's Shopping Mall common stock for every one share of Advanced
Medical Sciences common stock held by the shareholder on the date of the
merger. All quotations for periods before July 16, 1999, have been
adjusted to reflect this 30-to-one reverse split.
o On August 3, 1999, our common stock was delisted from the OTC Bulletin
Board. Quotations for the period from August 2, 1999 through October 29,
1999 have appeared in the "pink sheets" published by the National
Quotation Bureau.
We expect that after the date of this prospectus our common stock will
again be quoted on the OTC Bulletin Board under the trading symbol "AMMA."
CLOSING BID CLOSING ASKED
----------------- -----------------
PERIOD HIGH LOW HIGH LOW
- ------------------------------------------------------------------------ ------- ------ ------- ------
Fiscal Year Ended April 30, 1998:
First Quarter......................................................... $2.40 $1.875 $3.75 $3.30
Second Quarter........................................................ 1.875 1.875 3.30 2.25
Third Quarter......................................................... 1.875 1.875 2.40 2.25
Fourth Quarter........................................................ 1.875 1.875 2.40 2.40
Fiscal Year Ended April 30, 1999:
First Quarter......................................................... 1.50 1.20 1.80 1.50
Second Quarter........................................................ 1.20 1.20 1.80 1.80
Third Quarter......................................................... 1.20 1.20 1.80 1.80
Fourth Quarter........................................................ 6.90 1.20 8.40 1.80
Fiscal Year Ending April 30, 2000:
May 3, 1999--July 16, 1999............................................ 6.5625 3.750 6.5625 5.10
July 19, 1999--July 30, 1999.......................................... 5.00 3.625 6.00 5.375
August 2, 1999--October 29, 1999...................................... 5.00 4.00 7.00 5.00
8
At November 29, 1999, there were approximately 96 holders of record of our
common stock. Based on information furnished by brokers and other nominees, we
estimate that there are approximately 59 additional beneficial owners of our
common stock.
SUMMARY FINANCIAL INFORMATION
The following table presents, for the periods and dates indicated, summary
historical and pro forma financial data and other data of America's Shopping
Mall. The pro forma statement of operations and balance sheet for the year ended
April 30, 1999 gives effect to the acquisition of Creadis Promotions, Inc.
Dynamic Products Corp. and Subsidiary and the Deerskin and Joan Cook catalog
businesses (all of which were consummated in May 1999) as if they had been
consolidated at May 1, 1998.
The pro forma adjustments also give effect to the purchase by Pioneer
Ventures Associates Limited Partnership of 10,000 preferred shares of America's
Shopping Mall for $4,200,000.
This information should be read in conjunction with "Management's
Discussion and Analysis" the Pro Forma Unaudited Condensed Financial Statements
and the notes thereto, and the other financial statements and notes thereto
included elsewhere herein.
The pro forma data set forth below is not necessarily indicative of what
the actual results of operations or balance sheet would have been had the
transactions occurred at the dates referred to above, nor do they purport to
indicate the results of future operations.
YEAR ENDED APRIL 30,
------------------------------------ THREE
MONTHS
HISTORICAL PRO FORMA ENDED
--------------------- ----------- JULY 31,
1998 1999 1999 1999
-------- --------- ----------- ----------
STATEMENT OF OPERATIONS DATA:
Total revenue............................................ $ -- $ -- $12,050,155 $1,457,849
Cost of merchandise sold................................. -- -- 4,811,660 491,191
-------- --------- ----------- ----------
Selling, general and administrative expenses............. (7,714) (118,040) 8,706,217 1,534,950
Operating loss........................................... (7,714) (118,040) (1,467,722) (568,292)
Interest expense......................................... -- -- 550,730 167,705
Net loss before other income............................. (7,714) (118,040) (2,018,452) (735,997)
Other income, net........................................ -- -- -- 87,239
-------- --------- ----------- ----------
Net loss................................................. $ (7,714) $(118,040) $(2,018,452) $ (648,758)
-------- --------- ----------- ----------
-------- --------- ----------- ----------
Net loss per share....................................... $ (.01) $ (.14) $ (.87) $ (.29)
-------- --------- ----------- ----------
-------- --------- ----------- ----------
Weighted average number of common stock outstanding...... 822,573 836,751 2,320,906 2,230,327
APRIL 30,
------------------------------------
HISTORICAL PRO FORMA
--------------------- ----------- JULY 31,
1998 1999 1999 1999
-------- --------- ----------- ---------
BALANCE SHEET DATA:
Cash and cash equivalents................................. -- -- $ 1,590,223 $ 35,454
Working capital........................................... -- $ 92,978 3,382,929 2,941,567
Total assets.............................................. -- 206,509 9,422,476 9,629,969
Short-term borrowings..................................... -- -- 450,690 448,621
Total long-term debt, including current maturities........ -- -- 5,619,598 5,616,955
Total stockholders' equity................................ -- 149,487 2,902,407 2,351,668
9
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion should be read in conjunction with the financial
information included elsewhere in this prospectus. It contains forward-looking
statements that involve numerous assumptions and uncertainties and may be
affected unforeseen and events, including changes in business and economic
conditions. Our actual results may differ materially from the results
contemplated in this discussion as a result of many factors, including those
discussed below and elsewhere in this prospectus.
BACKGROUND
America's Shopping Mall has been in business in its present form only since
May 1999. We are the successor by merger to Advanced Medical Sciences, Inc. At
one time, Advanced Medical Sciences was engaged in the health care and
pharmaceutical business. During 1995 and 1996, it abandoned its health care and
pharmaceutical business and effectively ceased operations. Between 1996 and
April 1999, Advanced Medical Sciences remained dormant.
In May 1999, with $4,200,000 of financing that we raised by selling 10,000
shares of our Series A Senior Preferred Stock to a venture capital fund, we
purchased the assets related to the Deerskin and Joan Cook catalog businesses
and Creadis Promotions, Inc. The next month, in June 1999, we purchased the
Remarkable Products catalog business. In connection with those purchases we also
issued or assumed $5,500,000 of debt securities maturing in 2003 and 2004.
Finally, in July 1999, Advanced Medical Sciences changed its name and its
state of incorporation by merging itself into America's Shopping Mall. We are
the combined company that resulted from the merger.
PLAN OF OPERATION
We plan to make a number of significant changes in the acquired businesses
during the remainder of this fiscal year and the following fiscal year that will
have a material effect on our operations and financial results. Several of these
changes are already in the process of being implemented:
o We intend to achieve cost savings by consolidating our acquired
businesses and eliminating uneconomic operations. In March 2000, we will
consolidate our executive and administrative offices, our merchandising,
purchasing and catalog production operations, as well as the Creadis
Promotions advertising specialty business in new leased offices in Upper
Saddle River, Jersey. Those operations are conducted, at present, from
two separate facilities in Teterboro, New Jersey and Monsey, New York. We
also intend to bring together under one roof our order entry, data
processing, warehousing and distribution operations, and close the
facilities in Carson City, Nevada and Monsey, New York that we currently
use for those purposes. We are in the process of closing our close-out
store in Danvers, Massachusetts. See "Business--Property" below. We
expect that this consolidation eventually will produce substantial cost
savings by eliminating duplication of overhead expenses, personnel costs
and other inefficiencies that currently result from operating from
separate locations.
o We are attempting to reduce the seasonality of our business and the
disproportionate contribution to revenues of our third fiscal quarter by
adding products to our catalogs that have less seasonal appeal. We
recently added a line of perfumes and colognes to both our Joan Cook and
Deerskin catalogs and are adding non-leather apparel to our Deerskin
catalog, such as short sleeve shirts and khaki pants.
o We are working to improve our marketing efforts by updating the look of
our catalogs with new models and improved photographs, and by refreshing
the graphic design of the catalogs and rewriting product descriptions and
other copy. At the same time we are increasing the circulation of our
catalogs by making wider mailings to present and former customers and
purchasing mailing lists. We have increased the number of Joan Cook
catalogs mailed during recent months by approximately 30% over the same
period last year.
o We will try to direct more commerce to our America's Shopping Mall
internet web site. We shortly will add a store for our Creadis Promotions
business and a close-out store for excess inventory to
10
replace our Danvers, Massachusetts store. We also are investigating the
feasibility of generating fee income by adding storefronts operated by
unaffiliated catalog merchants to the America's Shopping Mall site.
ANALYSIS OF FINANCIAL CONDITION
We have included audited financial statements of the businesses acquired
earlier this year in this prospectus. The unaudited pro forma information
included in Summary Financial Information and elsewhere in this prospectus gives
effect to those acquisitions as if they had occurred as of the beginning of our
last fiscal year. However, the pro forma financial statements do not necessarily
indicate what the combined results of those businesses would have been under our
management, nor are they indicative of the results to be expected in the future.
The financial statements reflect the financial condition and results of
operations of those businesses when each of them was operating as a separate
entity under different management. In view of our limited operating history as a
combined company, we believe that a comparison of our first quarter operating
results to our pro forma results for the preceding fiscal year should not be
relied on as an indication of future performance. Also, we believe that any
attempt to extrapolate financial results for this fiscal year from the results
for the first quarter would be highly misleading. Not only are we making major
changes to the operation that are not reflected in the first quarter's results,
but, as explained under "Risk Factors," our business is very seasonal, with most
of our revenues being generated during our third fiscal quarter. Even though we
are operating businesses that have been established for some time, our prospects
must be considered in light of the risks, expenses and difficulties encountered
by companies in their early stage of development, particularly companies in new
and rapidly evolving markets such as online commerce.
Total Revenues. Total revenues consist of sales of products and services,
net of allowances for product returns and refunds. We recognize revenues when
products are shipped. Our future revenues will depend on many factors,
including:
o Our success in attracting new customers and retaining old customers
through our catalogs and web sites;
o The frequency of customer purchases;
o The quantity and mix of products that our customers purchase;
o The prices we charge for our products; and
o The level of customer returns and refunds that we experience. Returns and
refunds during the fiscal year ended April 30, 1999 were approximately
18% of gross sales from the Deerskin catalog and approximately 9% of
sales from the Joan Cook catalog.
Cost of Merchandise Sold. Cost of merchandise sold consists primarily of
the costs of merchandise sold to customers. We value our inventories at the
lower of cost (determined on a first-in, first-out basis) or market. The cost of
merchandise sold was approximately 39.9% of our net sales in the fiscal year
ended April 30, 1999 (on a pro forma basis) and approximately 33.7% of our net
sales during the first quarter of this fiscal year. We expect the cost of
merchandise sold as a percentage of net sales to remain relatively constant in
the future. We may, however, as a result of competitive pressures be obliged to
alter our pricing structures and policies. These changes could negatively affect
gross margins. Our gross margins will fluctuate based on many factors,
including:
o The prices charged by our suppliers for our products, including the
extent of purchase volume discounts we are able to obtain from them;
o Our pricing strategy for various categories of products and our catalog
lines in general; and
o The mix of products purchased by our customers from our various catalogs.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses consist of advertising and promotional expenditures,
including catalog design, production and mailing expenses, customer service,
distribution expenses, including order processing and fulfillment charges, net
shipping costs, equipment and supplies, payroll and related expenses for
employees engaged in these activities as well as for
11
executive and administrative personnel and rental and related expenses for the
facilities in which we conduct our business. We expect to achieve savings in
personnel and overhead expenses as a result of the consolidation of our
operations and the elimination of redundant job functions. However, any cost
savings that we may achieve during the next three to four fiscal quarters from
consolidating our operations will be offset by: 1) the costs associated with
leasing new office and warehouse space and purchasing and leasing new furniture,
fixtures and equipment; 2) the costs of moving records, furniture, equipment,
inventory and personnel to the new facilities; and 3) continuing rental expenses
associated with closed facilities. The total costs of moving and consolidating
our facilities are expected to be in excess of $500,000.
Interest Expense. Interest expense consists principally of interest on
$2,000,000 of 8% subordinated debentures that we assumed, and $3,500,000 of 8%
convertible debentures that we issued, in connection the acquisitions of our new
businesses. Interest expense may be reduced in future years if the holder of our
convertible debentures elects to convert all or a portion of them into our
common stock.
Net Loss. We incurred a net loss of $2,018,452 on a pro forma basis for
our fiscal year ended April 30, 1999 and a net loss of $735,997 (before other
income) on our operations for the three months ended July 31, 1999. We expect
that we will continue to experience losses for the foreseeable future. The costs
of the planned relocations of our operations will negatively affect our earnings
during the next three to four fiscal quarters. Also, amortization of good will
and other intangibles and increased interest and preferred dividend expenses
resulting from our recent acquisitions will affect our ability to achieve
profitability.
LIQUIDITY AND CAPITAL RESOURCES
Our businesses currently are generating sufficient cash flow to sustain our
business at the present level for at the least the next fiscal year. We expect
to be able to finance the costs of our consolidation and relocation from cash
and marketable securities on hand and from available cash flow from operations.
At some point, however, we expect to require additional outside financing to
expand our current business or acquire additional businesses.
YEAR 2000 COMPLIANCE
We use computer technology and other services internally developed and
provided by third-party vendors that may fail due to the failure of computer
applications to properly recognize and process dates commencing in the year
2000. For example, we employ internally developed software, which includes
software for use in order processing and fulfillment, including credit card
processing and distribution functions, accounting and database systems. We
depend on the financial institutions that process our customers' credit card
payments for most of our revenues, and we depend on third parties that host our
web servers. We also depend on telecommunications vendors to maintain our
telephone systems and to transfer order information and other data from our
Nevada call center to our Monsey, New York warehouse and distribution facility,
and we depend on the U.S. Postal Service and third-party carriers to deliver
products to our customers.
We are in the process of reviewing the year 2000 compliance of the
software, computer technology and other services on which we rely. Based on our
assessment to date, be believe that our internally developed software is year
2000 compliant. This review and assessment has been conducted with our internal
management information systems specialists and the marginal costs have not been
material.
Our ability to assess the reliability of the systems operated by third
parties is based solely on generally available news reports, information in
trade publications and informal inquiries to vendors and service providers.
Based on these sources, we believe that the operators of the most important
services are reviewing and taking action to address and correct issues relating
to year 2000 compliance, but it is not possible to predict whether these efforts
will be successful in reducing or eliminating the potential negative impact of
year 2000 issues.
We have not developed a contingency plan to address situations that may
result if we or our vendors or service providers are unable to achieve year 2000
compliance. Any failure of our material systems, our vendors' material systems
or the internet to be year 2000 compliant could have negative consequences for
our business. See "Risk Factors--Risks Related to Technology Matters."
12
BUSINESS
GENERAL
We are primarily a specialty catalog and online retailer and direct
marketer of men's and women's leather apparel and small leather goods, household
goods, jewelry and gift items and specialty office products. We also conduct a
specialty advertising and promotional products business.
We sell consumer and business products at retail through three distinct
print and internet catalogs:
o The "Deerskin" catalog, founded in 1944 as Deerskin Trading Post, sells
men's and women's leather outerwear, footwear, other leather apparel and
leather accessories.
o The "Joan Cook" catalog has sold a wide assortment of houseware, jewelry
and gift items since 1956.
o The "Remarkable Products" catalog since 1982 has sold specialized office
products featuring a full line of erasable time management and
organizational planners.
We also operate an advertising specialty and promotional products business
under the trade name "Creadis Promotions." It furnishes marketing and
promotional campaign consulting services, provides supplies for sales meetings
and conventions, and designs and sells business promotional gifts, premiums and
give-aways.
BACKGROUND AND RECENT ACQUISITIONS
America's Shopping Mall has been in business in its present form only since
May 1999. We are the successor by merger to the business formerly conducted by
Advanced Medical Sciences, Inc., a Virginia corporation formed more than ten
years ago. At one time, Advanced Medical Sciences was engaged in the health care
and pharmaceutical business. However, during 1995 and 1996, it abandoned its
health care and pharmaceutical business and effectively ceased operations.
Between 1996 and April 1999, Advanced Medical Sciences remained dormant while
its management investigated potential acquisitions of new businesses.
By May 1999, Advanced Medical Sciences' management had completed its
acquisition plan. It incorporated a new subsidiary named America's Shopping
Mall, Inc. in the State of Nevada. On May 21, 1999 Advanced Medical Sciences
obtained $4,200,000 in venture capital financing by causing America's Shopping
Mall to issue 10,000 shares of Series A Senior Convertible Preferred Stock and
warrants to purchase 1,000,000 shares of its common stock to Pioneer Ventures
Associates Limited Partnership. On the same day that it obtained this financing,
America's Shopping Mall purchased the assets related to the Deerskin and Joan
Cook catalog businesses, including the inventory, pre-paid advertising, pre-paid
expenses, fixed assets, accounts receivable, security deposits, material
agreements, customer lists, catalog production materials, computer software,
intellectual property rights, and unshipped orders, books of account and
records, from Deerskin Trading Post, Inc. a subsidiary of Initio, Inc.
At the same time that it acquired the Joan Cook and Deerskin businesses,
America's Shopping Mall purchased all of the outstanding stock of Creadis
Promotions, Inc. from Irwin Schneidmill and Kathleen N. Patten. Mr. Schneidmill
was the chief executive officer and a director of Advanced Medical Sciences (the
same offices that he holds in America's Shopping Mall). Mrs. Patten was a
substantial holder of stock in Advanced Medical Sciences and continues to be the
beneficial owner, together with her husband, of over 42% of the outstanding
common stock of the present company.
The next month, in June 1999, America's Shopping Mall purchased all of the
issued and outstanding common stock of Dynamic Products Corp. from its
shareholders. Dynamic, through a wholly-owned subsidiary, Remarkable Office
Products, Inc., operated the Remarkable Products catalog business. Dynamic
Products Corp. and Remarkable Office Products, Inc. were subsequently merged
into our subsidiary, The Remarkable Group, Inc. Irwin Schneidmill, Kathleen
Patten, and various other members of the Patten family, were the largest
shareholders of Dynamic and received additional shares of common stock of
Advanced Medical Sciences in connection with that acquisition.
Finally, in July 1999, Advanced Medical Sciences changed its name and its
state of incorporation by merging itself into America's Shopping Mall, Inc. We
are the surviving company that resulted from the merger.
13
See "Certain Relationships and Related Transactions" and the Notes to
Financial Statements of America's Shopping Mall, Inc. for additional information
concerning these acqusitions. Information concerning the present share ownership
of certain persons who participated in these transactions can be found under
"Security Ownership of Certain Beneficial Owners and Management" below.
CATALOGS AND PRODUCTS
We currently operate three distinct catalog sales operations. Two of these
catalogs have individual consumers as their target customers. The third catalog
is directed at business customers, municipalities and other governmental units,
and educational institutions.
Leather Products:
Our Deerskin catalog is distinctive in its focus on leather apparel and
small leather goods. Through this catalog we sell a wide selection of men's and
women's leather coats, jackets, suits, shirts, pants, hats, gloves and other
clothing items, as well as leather shoes, boots and slippers. Deerskin catalog
offerings also include leather handbags, business bags, belts, wallets and other
leather accessory items, and range in price from as low as $9 to as much as
$1,195. Most of these items are manufactured to our designs and specifications.
Household Goods, Gifts and Novelties:
The Joan Cook catalog offers a wide variety of inexpensive to moderately
priced products including bed, bath and kitchen products, home furnishings,
health and beauty products, seasonal merchandise, electronics, houseware,
jewelry, novelties, apparel and accessories, most of which are priced under
$100.
Specialized Office Products:
Our Remarkable Products catalog is directed to businesses, municipalities
and other governmental units, and educational institutions, and offers
specialized office products, including large desk and erasable laminated wall
planning calendars, dry erase boards and wall maps, workplace posters on
motivational topics, health topics (smoke-free and drug-free), legal topics
(sexual harassment, labor law, etc.), and safety topics, employee training books
and first aid kits.
Return policies for goods purchased from our three catalogs vary. All
products purchased from the Deerskin catalog may be returned at any time within
one year of the date of shipment, as long as they are unused and unaltered, for
replacement or exchange, or for a full refund of the price (excluding shipping
and handling charges). Merchandise purchased from the Joan Cook catalog, except
personalized items, may be returned within 60 days of the date of shipment for a
full refund (excluding shipping and handling charges). Although personalized
items from the Joan Cook catalog cannot be returned, we exchange items damaged
in shipping. All Remarkable Products merchandise is sold under a 30-day "no
questions asked" money-back guarantee. We refund the full price (excluding
shipping and handling charges) of any merchandise purchased from the Remarkable
Products catalog and returned within 30 days of shipment.
Returns of merchandise and refunds have represented a significant
percentage of Deerskin and Joan Cook catalog sales. Returns and refunds during
the fiscal year ended April 30, 1999 were approximately 18% of sales from the
Deerskin catalog and approximately 9% of sales from the Joan Cook catalog.
Returns and refunds generally represent an insignificant percentage of sales
from the Remarkable Products catalog.
INTERNET SALES
In September 1999 we launched our new combined America's Shopping Mall
internet web site at the URL address "www.americasshoppingmall.com." This site
is undergoing further development, but is fully functional. Our new site, like a
conventional shopping mall, is a location where each of our catalogs maintains a
"storefront"--a home page with an icon representing each of our catalogs that
the viewer can click to navigate to a separate web site for that catalog.
The Deerskin web site was launched in September 1998, the Joan Cook web
site in January 1999, and the Remarkable web site in September 1999,
respectively. Each of these web sites permits customers to view and order all of
the items in each of our print catalogs. Customers can select products from any
or all of the three catalog web sites and combine them in a single order for
purchase, without having to re-enter address and credit card information at each
catalog web site.
14
These electronic stores provide us with a lower-cost way to offer customers with
internet access detailed product information and the convenience of on line
purchasing.
We operate the America's Shopping Mall, the Joan Cook and the Remarkable
Products web sites with our in-house staff. The Deerskin web site is operated
for us by an unaffiliated specialty direct marketer under a site development and
hosting agreement.
To date, sales of products through our web mall stores have not been
significant. Nevertheless, while we believe that printed catalogs and print
advertisements will continue to remain an important means of marketing our
various product lines, we expect that internet sales will become increasingly
important in future years.
Our internet strategy is to provide one convenient location where customers
can shop electronically for a wide range of products. By bringing our separate
catalog operations together and providing the convenience of one-stop shopping,
we attempt to encourage impulse buying and translate sales from one catalog into
additional sales from our affiliated catalogs. To that end, we plan to add more
"storefronts" to the America's Shopping Mall web site as we acquire or develop
additional mail order catalog or other related businesses. We shortly will add a
store for our Creadis Promotions business and a close-out store for excess
inventory. We also are investigating the feasibility of generating fee income by
adding storefronts operated by unaffiliated catalog merchants to the America's
Shopping Mall site.
MARKETING
We employ multiple marketing approaches to reach existing and prospective
customers, including catalogs, internet advertising and print media advertising.
We believe our ability to segment, test and analyze mailing lists, and to
select appropriate recipients for a particular mailing, are a significant factor
in our business. In general, we seek to mail catalogs only to those segments of
our mailing lists, and at times and frequencies, that are expected to maximize
sales responses. We maintain proprietary customer data bases for our catalogs
which are used for catalog mailing lists and for statistical modeling purposes.
We employ special computer programs to search the mailing lists for each of our
catalogs for prospects for our other catalogs based on various statistical
criteria. In addition, we rent lists from and exchange lists with other direct
marketers in an attempt to gain new customers.
Our catalogs are produced by an in-house art department in our Teterboro,
New Jersey facility. Each catalog contains full-color photographs and detailed
product descriptions. Sample products are photographed in our studios, and
graphic artists then use Macintosh desktop publishing equipment to edit images,
insert textual copy, and prepare catalog and media layouts and individual
mailing pieces. Independent photographers and models are engaged on a contract
basis as needed. The in-house preparation of most portions of the catalog and
other advertising material expedites the production process, providing for
greater flexibility and creativity in catalog production. It allows for
last-minute changes in pricing and format and results in significant cost
savings.
After completion of the design, transparencies, mechanicals and electronic
data are sent out to a commercial printer for production of the catalogs. A
mailing list service provider takes our proprietary data bases, as well as any
rented mailing lists, and merges the lists, purges duplicate names and
addresses, and produces a mailing list on magnetic tape for each edition of a
particular catalog. The mailing list tapes are delivered to the catalog printer,
which ink jets addresses on the catalogs and the included order form and
delivers the catalogs, palletized and sorted by zip code according to bulk mail
regulations, to the U.S. Postal Service for mailing.
We vary the quantity of our catalogs mailed based on the selling season and
the anticipated response rates. In fiscal 1999, we produced three different
editions of our Deerskin catalog and made 11 mailings totaling approximately 3.9
million catalogs. Each Deerskin catalog consists of between 56 and 84 pages and
offers between 378 and 478 items. In fiscal 1999, we produced four editions of
our Joan Cook catalog, and made 12 mailings totaling approximately 2.5 million
catalogs. These Joan Cook catalogs consisted of between 52 and 60 pages and each
catalog offered between 277 and 318 items.
In recent periods, we have not produced complete catalogs for Remarkable
Products, but have relied on smaller specialized fliers mailed to existing and
prospective customers. In April or May we make a mailing featuring July to June
reusable
15
calendars which are used by academic professionals, school districts and
municipalities. In September, October and November, we make solo mailings which
feature Remarkable Products' main reusable January to December calendars. Solo
mailings for law posters are event-driven and are made in response to changes in
laws and regulations affecting employers. To make these solo mailings
distinctive, they are packaged to look like a bank check, making the consumer
more likely to open the mailing. During fiscal 1999, we mailed approximately
492,000 seasonal mailing pieces for Remarkable Products in six separate
mailings.
PRODUCTION AND DISTRIBUTION COSTS
We expend significant amounts on paper, ink, printing and postage to
produce and distribute our catalogs. We also use substantial amounts of packing
supplies and corrugated paper for boxes in which we ship our products. The price
of paper and ink depends on supply and demand in the marketplace and can be
subject to material increases or decreases within a relatively short period of
time. In recent years, the U.S. Postal Service has increased its rates for both
catalogs and packages. The latest rate increase, in January 1999, averaged
approximately 3%. We do not anticipate a postal rate increase during the
remainder of our current fiscal year, but we can give no assurance that postal
rates will not continue to increase in the future.
Our catalog production and mailing costs in the fiscal year ended April 30,
1999 on a pro forma basis totaled approximately $3,772,000. While we cannot
estimate the magnitude of future paper and postage increases or decreases, such
changes may have a material effect on our future earnings.
ORDER FULFILLMENT AND SHIPMENT
Customer orders from our catalogs are received and processed at our
facility in Carson City, Nevada. Data processing and most customer service
operations are also conducted at this location. We offer nationwide toll-free
telephone numbers for customers to use in placing orders from our catalogs.
Calls are received by trained order entry representatives who utilize on-line
terminals to enter customer orders into a computerized order processing system.
The order entry representatives also may use their terminals to access
information about products, pricing and promotions in order to provide better
service and answer customer questions. We employ approximately eight people on a
permanent basis in the call center and may employ up to 30 people during the
peak order season. Mail orders are opened by other employees, compared to
payments, and, together with facsimile and internet orders, are entered into the
computer system. All credit card charges are pre-authorized prior to shipping
the order. Credit authorization is obtained automatically via electronic
communications links during order processing.
After data entry and credit authorization or payment verification, orders
are transmitted electronically to our warehouses for fulfillment. Distribution
and warehousing activities for our Deerskin and Joan Cook catalogs are conducted
in the same facility in Carson City, Nevada where our order entry and data
processing operations are located. Orders from our Remarkable Products catalog
are batch processed and transmitted daily by an electronic data link to our
facility in Monsey, New York. We plan to consolidate our warehousing, receiving
and shipping and order fulfillment operations under one roof in the near future.
See "Management's Discussion and Analysis" above and "Property" below.
Orders are filled at packing stations where a packer chooses the
merchandise corresponding to the customer order displayed on a computer terminal
or a printed packing slip. The packer uses a bar code scanner which scans the
information on a picking ticket attached to the piece of merchandise into the
computer system. The computer compares the information on the picking tickets to
the customer order to ensure that the merchandise being packed to fulfill the
order is correct and complete. Once the computer verifies that an order is
correct and complete, the merchandise is packed with a bar coded shipping label
attached. The package is then delivered by a conveyor to a shipping station
where the information on the shipping label is scanned to verify that the order
is valid and has not been previously shipped, and to record the method of
shipment and create the shipping manifest. While most orders are shipped via the
U.S. Postal Service, we also offer express service to customers for an
additional fee. Most orders of in-stock merchandise are shipped within one
business day after receipt.
16
PURCHASING
Deerskin catalog products are obtained principally from numerous foreign
suppliers and manufacturers. Many of the items are manufactured for us in
accordance with our designs and specifications and are exclusive to the Deerskin
catalog. In excess of 90% of the imported merchandise sold through the Deerskin
catalog is manufactured in the Peoples Republic of China and India. Other items
are purchased from suppliers in Pakistan, Korea, Colombia and Chile. No one
manufacturer is material to our operations. Numerous other manufacturers of
leather goods in these countries and elsewhere are available. There is only a
minimal risk that we would not be able to obtain an alternate source of supply
if the manufacturer of any of our Deerskin products were to experience a
prolonged work stoppage or economic difficulties. However, because of our use of
foreign suppliers, we are subject to the risks of doing business abroad,
including changes in United States trade n policies, economic events and changes
in the value of the U.S. dollar relative to foreign currencies. Our foreign
exchange risk, however, is mitigated by the fact that the price of leather, the
principal cost component of our Deerskin products, typically is set in U.S.
dollars throughout the world. To date, the recent Asian economic downturn has
not materially affected our ability to acquire products in that region.
Products offered in our Joan Cook catalogs are manufactured by hundreds of
manufacturers. Unlike the Deerskin catalog products, less than 10% of the
merchandise sold through the Joan Cook catalogs is purchased outside the United
States. No one supplier accounted for more than 10% of our purchases for the
Joan Cook catalog during the fiscal year ended April 30, 1999. We believe ample
alternate sources of supply exist, should any present supplier relationship be
disrupted for any reason.
The main products in our Remarkable Products catalog, the various reusable
calendars and our federal law posters, are manufactured specifically for us. Our
in-house art department does the layout and graphics for each calendar or
poster. We then order the appropriate paper from an independent paper vendor,
and the paper and camera ready art work produced by our graphic designers are
sent to one of two printing firms that we employ. Once the artwork is printed on
the paper, the printed sheets are sent to a laminator which applies a plastic
coating and creates the finished product. There are many vendors of the
materials and services required to produce our reusable calendars and poster
products throughout the country. We believe we could easily replace any of our
current vendors and that the loss of any of them would not cause a serious
interruption of our business or have a material adverse effect on it. Other
products which we sell through the Remarkable Products catalog, such as the
markers, erasers and cleaning fluids for the reusable calendars are purchased
from a variety of vendors, none of which are individually significant. There are
adequate alternative sources of supply for most, if not all, of our Remarkable
Products catalog items.
Our inventory management strategy is designed to maintain inventory levels
that provide optimum in-stock positions while maximizing inventory turnover
rates and minimizing the amount of unsold merchandise at the end of each season.
We manage inventory levels by monitoring sales and fashion and product trends,
making purchasing adjustments as necessary, and by promotional sales.
MERCHANDISE LIQUIDATION
We have operated a close-out store to dispose of excess inventory from our
catalog operations in Danvers, Massachusetts. This store, however, will be
closed by the end of 1999. See "Property" below. We plan to replace this store
with an internet close-out store on our web site.
ADVERTISING SPECIALTY AND PROMOTIONAL PRODUCTS
Our Creadis Promotions subsidiary conducts an advertising specialty and
promotional products business. Creadis provides marketing consulting and
promotional campaign recommendations, as well as product proposals and supplies
for sales meetings and conventions, sales incentives and awards, business and
promotional gifts, and other types of business programs and activities. In
addition, it provides design services, including layouts, text, photography and
printing for leaflets, mailings, packaging, point of purchase displays and
business cards and stationery. Creadis also provides order fulfillment and
warehousing services from our warehouse facility in Monsey, New York, for
clients who purchase promotional products from it. To date, Creadis Promotions
has derived approximately 65% of its business from the pharmaceutical industry.
Design work for Creadis Promotions is performed primarily by the same
in-house graphic
17
artist staff that we employ for our catalog design and production, but we also
employ independent graphic designers on a contract basis as required. The
promotional products, gifts and supplies furnished by Creadis to customers
generally are purchased from importers and distributors of such products to fill
specific client orders. The variety of promotional products supplied by Creadis
and the relatively small number of items required to fill each order makes it
uneconomical for Creadis to carry products in inventory. The types of products
and supplies furnished by Creadis to its customers are available from numerous
suppliers.
TRADEMARKS, ETC.
We own federally registered trademarks for "Deerskin" and "Joan Cook." We
believe that these trademarks have significant value because of their market
recognition as a result of many years of use and the significant quantity of
catalogs circulated. We also own other intellectual property rights such as
copyrights and service marks on designs of our products, none of which
individually is material to our business.
SEASONALITY
Our business is seasonal. Historically, a substantial portion of the
revenues and net income of our catalog businesses have been realized during the
period September through February. Revenues and net income have been
substantially lower during the period March through August. Although seasonality
is a general pattern associated with mail order businesses, our seasonality is
considerably greater than the industry norm due to the nature of our Deerskin
leather products line which sells principally during the fall and early winter.
Further discussion of the effect of seasonality on revenues and income is
contained in "Risk Factors" and "Management's Discussion and Analysis."
GOVERNMENT REGULATION
The direct response business is subject to the Mail and Telephone Order
Merchandise Rule and 1996 Telemarketing Sales Rule and related regulations
promulgated by the Federal Trade Commission and comparable regulation by state
agencies. In addition, U.S. and foreign laws regulate certain users of customer
information and the development and sale of mailing lists. We believe we are in
compliance with all rules and regulations governing our marketing practices and
have implemented programs and systems to assure ongoing compliance. However, new
restrictions may arise in this area that could have an adverse effect on our
business.
Due to the increasing popularity and use of the internet and other
commercial online services, it is possible that additional laws and regulations
may be adopted with respect to electronic commerce. These laws may cover issues
such as user privacy, pricing, content, copyrights, distribution and
characteristics and quality of products and services. The applicability to the
internet and other commercial online services of existing laws in various
jurisdictions governing issues such as property ownership, sales and other
taxes, libel and personal privacy is uncertain and may take years to resolve.
Any new legislation or regulation, or the application of existing laws and
regulations to the internet, could have the effect of decreasing the growth of
electronic commerce or increasing our cost of doing business on the internet.
At present, we collect state sales tax only on sales of products to
residents of New Jersey, New York, Massachusetts and Nevada. Various states have
tried to require direct marketers to collect state sales taxes on the sale of
products shipped to their residents. In 1992, the United States Supreme Court
reaffirmed its 1967 decision in National Bellas Hess v. Department of Revenue,
which held that it is unconstitutional for a state to impose sales tax
collection obligations on an out-of-state mail order company whose only contacts
with the state are the distribution of catalogs and other advertising materials
through the mail and subsequent delivery of purchased goods by parcel post and
interstate common carriers. It is possible, however, that legislation may be
passed to overturn the Court's decision. It currently is uncertain whether
internet sales activities will be subject to state sales tax. The imposition of
new state sales tax collection obligations would increase our administrative
expenses and might decrease our ability to compete effectively on the basis of
price.
18
PROPERTY
Our business is conducted in the following facilities:
LOCATION USE
- ---------------------------------- --------------------------------------------------------------------
Carson City, Nevada Order entry, data processing, distribution and warehousing;
administrative offices
Teterboro, New Jersey Principal executive and administrative offices, merchandising,
purchasing and catalog production
Danvers, Massachusetts Retail close-out store
Monsey, New York Administrative offices, distribution and warehousing
In Carson City, Nevada, we lease an approximately 81,000 square foot
building and the adjacent parking lot. Annual rent for this property is $336,000
and we are also responsible for all structural repairs, utilities and any real
estate taxes due on the property. The lease expires on April 30, 2000. This
facility is primarily used for order entry and data processing for all three of
our catalog businesses and distribution and warehousing for the Deerskin and
Joan Cook catalog businesses.
We have assumed a lease to occupy 6,300 square feet of a building located
in Teterboro, New Jersey, where we currently maintain our principal executive
and administrative offices and our merchandising, purchasing and catalog
production departments. Annual rent, excluding utilities, repairs and future
increases in taxes is $57,000. This lease expires on March 14, 2004.
In Danvers, Massachusetts we lease a 24,000 square foot building which has
been used as a retail close-out store for our catalog merchandise. Annual rent
for this property is $12,600, plus real estate taxes. The lease expires on
April 30, 2000, and we do not intend to renew it. We intend to close this store
by the end of 1999 and have begun selling its fixtures and liquidating the
remaining inventory.
Administrative offices, distribution and warehouse facilities for the
Remarkable Products catalog are located in Monsey, New York, in a 10,000 square
foot leased building. A lease covering 5,200 square feet of the space expires
March 31, 2000; another lease covering 2,400 square feet of space expires on
June 30, 2000; and the lease covering the remaining 2,400 square feet expires on
December 30, 2002. The combined annual rent, excluding utilities, repairs and
taxes is $62,920.
In September 1999, we executed two leases covering 10,343 square feet of
office space in a building located in Upper Saddle River, New Jersey. We plan to
move and consolidate our Teterboro, New Jersey and Monsey, New York facilities
in this building, commencing in March 2000. Once our relocation is complete, our
corporate headquarters, principal executive and administrative offices, and our
merchandising, purchasing and catalog production operations for the Deerskin,
Joan Cook and Remarkable Products catalogs, as well as our Creadis Promotions
business, will all be located in the same facility. The initial term of the
leases is five years, with an option to renew for an additional five years, and
commences on February 1, 2000. The annualized rent for the facility $195,054
plus a maximum additional amount of $20,676 per year for electric service. We
are also required to pay our proportional share for real estate taxes and
various other expenses.
We are attempting to obtain releases from our obligations under the
Teterboro, New Jersey and Monsey, New York leases once we relocate the
operations housed in those facilities. However, we may be required to pay the
full rent until the expiration of the leases or else make substantial payments
to the landlords to terminate the leases earlier. These rental payments,
combined with the rents on our new facilities, are expected to have an adverse
impact on our earnings during the remainder of this fiscal year and the effect
of our increased rental costs may continue into our next fiscal year.
In addition to consolidating our administrative and merchandising
operations in New Jersey, we also plan to move and consolidate our order entry,
data processing, warehousing and distribution facilities for the Deerskin, Joan
Cook and Remarkable Products catalogs and Creadis Promotions business from
Carson City, Nevada and Monsey, New York to a new, single location some time
during our next two to three fiscal quarters. No definitive plans have yet been
made and we are investigating the feasibility of several locations.
19
We consider that, in general, our physical properties are well maintained,
in good operating condition, and are suitable and adequate for our present
purposes. We believe that our properties are adequately covered by insurance.
LEGAL PROCEEDINGS
From time to time we may be a party to routine litigation and proceedings
in the ordinary course of our business. No litigation or other proceedings are
pending or, as far as we know, threatened that would have a material adverse
effect on our business, results of operations or financial condition.
EMPLOYEES
As of November 30, 1999, we employed approximately 40 people on a full-time
basis. We also employ up to 47 additional people on a part-time or seasonal
basis to meet unusual and seasonal increases in our business. None of our
employees are covered by collective bargaining agreements. We consider our
employee relations to be satisfactory.
20
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Our Board of Directors are elected at the annual meeting of the
shareholders and hold office for one year or until their successors are elected
and qualify. The officers serve at the pleasure of the Board of Directors. The
following table sets forth certain information with respect to each of our
directors and executive officers.
NAME AGE POSITION
- ----------------------- --- -----------------------
Irwin Schneidmill...... 46 Director and Chief
Executive Officer
Dennis J. McNany....... 50 Director and Chief
Financial Officer
Debra Solan............ 44 Senior Vice President
of Purchasing and
Merchandising, The
Deerskin Companies,
Inc.
Michael A.
DeVarti ........ ...... 34 Vice President, Chief
Information Officer,
The Deerskin
Companies, Inc.
Robert W. Trause....... 57 Director and Secretary
Chase A. Caro.......... 41 Director
Richard Truzzolino..... 60 Director
John Ferraro........... 65 Director
Irwin Schneidmill was president and a director of Advanced Medical Sciences
from July 29, 1998 until its merger into America's Shopping Mall. Since we were
incorporated, Mr. Schneidmill has served as our chief executive officer and as a
director. Mr. Schneidmill joined Remarkable Office Products, Inc., a New Jersey
corporation and direct-mail catalog retailer which is now owned by America's
Shopping Mall, in October 1995. See "Certain Relationships and Related
Transactions." Prior to joining Remarkable Office Products, Inc.,
Mr. Schneidmill had been the sole stockholder from July 1993 through October
1994 of Irwin Schneidmill, P.C., a public accounting firm. Mr. Schneidmill also
currently serves as president, chief executive officer and a director of
Celestial Ventures Corporation, a reporting company.
Dennis J. McNany was a director of Advanced Medical Sciences from December
1998 until its merger into America's Shopping Mall. Since we were incorporated,
Mr. McNany has served as our chief financial officer and as a director. From
1992 until joining us, Mr. McNany served as a financial consultant for an
independent venture capitalist and for First Occupational Center of New Jersey,
a large non-profit entity serving the disabled and disadvantaged population.
Debra Solan is the Senior Vice President of Purchasing and Merchandising
for our wholly-owned subsidiary, The Deerskin Companies, Inc., and has been
working with the Deerskin and Joan Cook catalog businesses since 1977. She is
responsible for overseeing the buying and merchandising activities for the
catalogs. Furthermore, she manages all aspects of the creative process involved
in developing the catalogs. This includes overseeing the artwork, presentation,
printing and production of the catalogs. She is also responsible for developing
the marketing plan and projecting sales for the Deerskin catalog.
Michael A. DeVarti is the Vice President and Chief Information Officer for
our wholly-owned subsidiary, The Deerskin Companies, Inc. and has been working
for the Deerskin and Joan Cook catalog businesses since 1991. He is responsible
for evaluating, managing, and implementing technology in support of all facets
of the two catalog businesses. He oversees systems designs, programming,
telecommunications, networking, data processing, customer service, internet,
marketing and fulfillment for America's Shopping Mall.
Robert W. Trause was secretary and a director of Advanced Medical Sciences
since July 29, 1998 until its merger into America's Shopping Mall. Since our
incorporation, Mr. Trause has served as our secretary and as a director.
Mr. Trause is a professional insurance broker and has significant experience in
property and casualty insurance as well as business life insurance and estate
planning. From 1991 through 1997, Mr. Trause was a commercial lines account
executive for Professional Insurance Associates, Inc. and since 1997 has been a
senior commercial account specialist for that firm. Mr. Trause also serves as a
director of Celestial Ventures Corporation, a reporting company.
Chase A. Caro has been a director of America's Shopping Mall since May
1999. Mr. Caro is an attorney practicing in the areas of corporate law,
commercial and securities litigation and arbitration. From September 1994
through December 1997, Mr. Caro was the managing partner of the law firm Caro &
Graifman, P.C. From January 1998 through the present time he has been the
managing partner of the law firm Caro &
21
Associates P.C. During the period from August 1998 through February 1999 he also
was a partner in Robinson Brog Leinwand Greene Genovese & Gluck, P.C.
Richard Truzzolino has been a director of America's Shopping Mall since May
1999. For the last 20 years, Mr. Truzzolino has owned and managed a sandwich
shop and for the last 10 years has also managed a real estate partnership.
John Ferraro has been a director of America's Shopping Mall since May 21,
1999. Mr. Ferraro also serves as chief executive officer and chairman of the
board of Thermodynetics, Inc. Thermodynetics is engaged in the design,
manufacture and sale of enhanced surface metal tubing and related assemblies
used primarily for heat transfer applications. Mr. Ferraro is also a director of
Pioneer Ventures Management Partners LLC, the general partner of Pioneer
Ventures Associates Limited Partnership, and is the designee of Pioneer Ventures
Associates Limited Partnership on our Board. See "Security Ownership of Certain
Beneficial Owners and Management--Potential Change of Control" below.
Mr. Ferraro also serves as a director of American Interactive Media, Inc. Both
Thermodynetics and American Interactive Media are reporting companies.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has appointed a compensation committee consisting of
Irwin Schneidmill, John Ferraro and Chase Caro. It also has appointed an audit
committee consisting of Irwin Schneidmill, Dennis McNany and Robert Trause. The
compensation and audit committees both will serve until the next annual meeting
of the Board of Directors.
COMPENSATION OF DIRECTORS
We currently do not have a compensation or expense reimbursement policy for
our directors. Although we have not yet issued any options to purchase shares of
our common stock to any directors, we do anticipate that we may do so in the
future. Grant of such future options will be at the discretion of our Board of
Directors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection 1 of Section 78.751 of the Nevada General Corporation Law
("NGCL") empowers us to indemnify any person who was or is a party or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (except in an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
America's Shopping Mall. We may indemnify this person against all reasonable
expenses, incurred by him in connection with such action, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to our best
interests. With respect to any criminal action or proceedings, he must have had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to our best interests. With respect to any
criminal action or proceeding, he must have reasonable cause to believe his
action was unlawful.
Subsection 2 of Section 78.751 empowers us to indemnify any person against
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
acted in any of the capacities set forth above. No indemnification may be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged by a court of competent jurisdiction after exhaustion of all appeals
therefrom to be liable to us or for amounts paid in settlement to us unless and
only to the extent that the court in which such action or suit was brought or
other court of competent jurisdiction determines that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
The NGCL also provides that to the extent that a director, officer,
employee or agent of America's Shopping Mall has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsections 1 and 2 of Section 78.751, or in the defense of any claim, therein,
he must be indemnified by us against all reasonable expenses, incurred by him in
connection with the defense. Furthermore, any indemnification under
subsection 1 and 2, unless ordered by a court or advanced pursuant to
subsection 5 of Section 78.751 described below, must be made only as authorized
in the specific case upon a determination that indemnification of the person is
22
proper in the circumstances. The determination must be made by the stockholders,
by a majority vote of a quorum of the board of directors who were not parties to
the act, suit or proceeding, or in specified circumstances, by independent legal
counsel in a written opinion.
Subsection 5 of Section 78.751 states that the articles of incorporation,
bylaws or an agreement made by us may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, must be paid by
America's Shopping Mall as they are incurred and in advance of the final
disposition of such action, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court that he is not entitled to be indemnified by the corporation.
The indemnification provided for by Section 78.751 of the NGCL is not
exclusive of any other rights to which the indemnified party may be entitled.
The scope of indemnification continues to those who have ceased to hold such
positions, and to their heirs, executors and administrators. If a final
adjudication establishes that an indemnified party's acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was material
to the cause of action they cannot be indemnified.
Our bylaws provide for indemnification of officers, directors and others to
the fullest extent permitted by Nevada law.
The Employment Agreement dated as of May 1, 1999, between America's
Shopping Mall and Irwin Schneidmill also provides that we shall, to the fullest
extent permitted by the laws of the State of Nevada, defend, indemnify and hold
Mr. Schneidmill harmless from and against any and all judgments, fines, amounts
paid in settlement, reasonable and necessary out of pocket expenses (including
reasonable attorneys' fees), liabilities, damages, costs and claims actually
incurred by or asserted against him. Such indemnifiable expenses may arise out
of, result from or relate to any threatened, pending or completed action, suit
or proceeding made by a party by reason of his being or having been a director
or officer of America's Shopping Mall. Mr. Schneidmill is also indemnified
against any threatened, pending or completed action, suit or proceeding
instituted by or in the right of America's Shopping Mall to procure a judgment
in its favor and to which Mr. Schneidmill is a party.
All expenses incurred by Mr. Schneidmill which are indemnifiable by us are
to be paid or reimbursed as and when statements therefor are rendered.
Section 78.752 of the NGCL empowers us to purchase and maintain insurance
on behalf of a director, officer, employee or agent of the corporation against
any liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
authority to indemnify him against such liabilities and expenses.
We have agreed in our employment agreement with Irwin Schneidmill to use
our best efforts to obtain and maintain in full force and effect during the term
of the agreement, directors' and officers' liability insurance policies
providing full and adequate protection to Mr. Schneidmill in his various
capacities. The Board of Directors, however, has no obligation to purchase such
insurance if, in its opinion, coverage is available only on unreasonable terms
that would have a materially adverse effect on our financial condition. To date,
we have not been able to obtain a directors' and officers' liability insurance
policy on terms that we consider reasonable and affordable.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
America's Shopping Mall pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by us of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities covered by this prospectus, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of the issue.
23
EXECUTIVE COMPENSATION
CASH AND OTHER COMPENSATION
The table which follows sets forth certain information concerning
compensation paid to, earned by or awarded to Irwin Schneidmill, our chief
executive officer, during the fiscal years ended April 30, 1997, 1998 and 1999.
During this time, Mr. Schneidmill served as chief executive officer of Advanced
Medical Sciences and as president of Remarkable Office Products. All information
presented below is shown on a consolidated basis. In June 1999, we acquired
Remarkable Office Products and in July 1999, Advanced Medical Sciences merged
into America's Shopping Mall.
No other executive officer's salary and bonus exceeded $100,000 for the
fiscal year ended April 30, 1999.
ANNUAL COMPENSATION
FISCAL OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY COMPENSATION
- ------------------------------------------------------------------------------- ------ -------- ------------
Irwin Schneidmill ............................................................. 1999 $145,000 $ 60,000
Chief Executive Officer and President 1998 102,000 --
1997 100,500 --
No options or stock appreciation rights have been granted or exercised. At
this time, no long-term incentive plans exist, although we do anticipate that we
may consider such a plan in the future. Any such plan will be adopted by the
compensation committee of the Board of Directors and approved by the Board of
Directors as a whole.
EMPLOYMENT CONTRACTS
Irwin Schneidmill Effective May 1, 1999, Mr. Schneidmill entered into an
employment agreement with America's Shopping Mall. Under his employment
agreement, Mr. Schneidmill will serve as president and chief executive officer
of America's Shopping Mall and each of our direct or indirect subsidiaries.
Furthermore, we shall, during the term of the employment agreement, ensure the
election and retention of Mr. Schneidmill as a director as well.
Mr. Schneidmill is required to devote substantially his full time and energies
during normal business hours to our affairs. Although Mr. Schneidmill may have
outside business interests from which he profits separately, these interests may
not interfere with the performance of his duties or conflict with our interests.
The employment agreement expires April 30, 2004. During the term of the
employment agreement, Mr. Schneidmill is to receive a base salary at the annual
rate of $250,000 plus any additional incentive compensation which shall be paid
at the discretion of the Board of Directors. Mr. Schneidmill may also
participate in any health, disability, profit sharing or insurance plan we adopt
as well as any stock option plan or similar arrangement for the benefit of
senior executive officers. We will also provide exclusive use of an automobile
to Mr. Schneidmill, the cost of the lease or purchase financing of which shall
not exceed $1,000 per month. The employment agreement also contains covenants by
Mr. Schneidmill not to compete with our business. A state court may determine
not to enforce, or partially enforce this covenant.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning those persons
(including any "group") who are known by us to be the beneficial owners of more
than five percent of any class of our voting securities. It also shows the
voting securities owned by our directors and executive officers individually,
and by all of our directors and executive officers as a group. Unless otherwise
indicated in the footnotes, each person named below has sole voting power and
investment power over the shares indicated.
All information is as of November 29, 1999. As of such date, 2,320,948
shares of common stock were issued and outstanding.
24
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP OF CLASS
- ---------------------------------------------------------------------------- -------------- ---------- --------
Pioneer Ventures Associates Limited Partnership ............................ Preferred 10,000 100.0%
651 Day Hill Road, P.O. Box 40 Stock
Windsor, CT 06095
Pioneer Ventures Associates Limited Partnership ............................ Common Stock 3,598,697(1) 79.6%
651 Day Hill Road, P.O. Box 40
Windsor, CT 06095
Deerskin Trading Post, Inc. ................................................ Common Stock 618,181(2) 21.0%
2500 Arrowhead Drive
Carson City, NV 89706
Kathleen N. Patten(3) ...................................................... Common Stock 825,981(4) 35.6%
5 Saddle Hill Road
Far Hills, NJ 07931
John L. Patten(3) .......................................................... Common Stock 158,289(5) 6.8%
5 Saddle Hill Road
Far Hills, NJ 07931
Irwin Schneidmill .......................................................... Common Stock 510,000(6) 22.0%
10 Henry Street
Teterboro, NJ 07608
Gordon & Co. ............................................................... Common Stock 170,000 7.3%
One Gateway Center, Suite 516 West
Newton, MA 02154
Cachro International Holdings Ltd. ........................................ Common Stock 128,333 5.5%
ATTN: Dianne B. Maynard
Bay & Deveaux Street, 2nd Floor, P.O. Box N-1000
Nassau NP, Bahamas
Dennis McNany .............................................................. Common Stock 10,000(7) 0.4%
10 Henry Street
Teterboro, NJ 07608
Robert Trause .............................................................. Common Stock 10,000(7) 0.4%
429 Hackensack Street
Carlstadt, NJ 07072
Richard Truzzolino ......................................................... Common Stock 27 <1%
84 Tanglewood Road
East Hanover, NJ 07936
Chase Caro ................................................................. -- -- --
300 Mamaroneck Avenue
White Plains, NY 10605
John Ferraro ............................................................... -- --(8) --(8)
651 Day Hill Road, P.O. Box 40
Windsor, CT 06095
Debra Solan ................................................................ Common Stock 667 <1%
10 Henry Street
Teterboro, NJ 07608
All directors and executive officers as a group ............................ Common Stock 530,694 22.9%
(Footnotes on next page)
25
(Footnotes from previous page)
- ------------------
(1) Includes 1,200,000 shares of common stock issuable upon conversion of 10,000
shares of Series A Senior Convertible Preferred Stock held by Pioneer
Ventures Associates Limited Partnership and 1,000,000 shares of common stock
issuable upon the exercise of warrants to purchase common stock held by
Pioneer. The shares beneficially owned by Pioneer also include a total of
1,398,697 shares of common stock held by Kathleen N. Patten, Mary C. Patten,
Sara E. Patten, Anne L. Patten, Irwin Schneidmill, Dennis McNany, Robert
Trause, and certain other shareholders of America's Shopping Mall, with
respect to which Pioneer has shared voting power under a voting and
shareholders agreement. See "Potential Change in Control" below.
(2) Consists of 618,181 shares of common stock which are issuable upon
conversion of a $3,400,000 convertible debenture due June 1, 2004.
(3) John L. Patten and Kathleen N. Patten are husband and wife, and may be
deemed to be a "group" for purposes of section 13(d) of the Securities
Exchange Act of 1934.
(4) Includes 714,834 shares held by Mrs. Patten in her own name, with respect to
which she has sole investment power and shared voting power (see note 1
above), 64,147 shares held by Mrs. Patten as custodian for her daughter Mary
C. Patten and 24,000 shares held by Mrs. Patten as custodian for her
daughter Sara E. Patten, as to which she has sole investment power and
shared voting power, and 23,000 shares held by her daughter Anne L. Patten,
with respect to which Mrs. Patten may be deemed to have shared investment
power and shared voting power.
(5) Includes 108,466 shares held by Mr. Patten in his own name with sole
investment and voting power. Mr. Patten may be deemed the beneficial owner
of 29,809 shares held by Benchmark Capital LLC, 20,000 shares held by
Patform Development Corp. and 14 shares held by Adwell Inc. since he is
president of each of these companies, over which he may be deemed to have
sole investment and voting power.
(6) Includes 507,750 shares held by Mr. Schneidmill with sole investment power
and shared voting power (see note 1 above). Mr. Schneidmill may be deemed
the beneficial owner of 2,250 shares held by his wife Amy Schneidmill.
(7) Held with sole investment power and shared voting power (see note 1 above).
(8) Mr. Ferraro does not hold any shares of stock in his own name. However,
Mr. Ferraro is a director of the general partner of Pioneer and its designee
to the Board of Directors of America's Shopping Mall pursuant to the terms
of the voting and shareholders agreement. See "Potential Change in Control"
below. Accordingly, Mr. Ferraro may be deemed the beneficial owner of
Pioneer's 10,000 shares of Series A Senior Convertible Preferred Stock, the
1,200,000 shares of common stock issuable upon conversion of the preferred
stock and the 1,000,000 shares of common stock issuable upon the exercise of
warrants to purchase common stock held by Pioneer, with respect to which he
may be deemed to have shared investment and voting power.
POTENTIAL CHANGE IN CONTROL
Pioneer Ventures Associates Limited Partnership and certain principal
shareholders of America's Shopping Mall are parties to a Voting and Shareholders
Agreement, dated as of May 21, 1999. The agreement provides that so long as
(a) Pioneer owns any of our Series A Convertible Preferred Stock, or (b) common
stock obtained through the conversion of this preferred stock, or (c) any
amounts remain outstanding under a $2,000,000 subordinated debenture due May 1,
2003, then each party to the voting agreement shall vote all of their shares of
common stock to elect one person designated by Pioneer as a director at any
meeting of our shareholders at which such designee shall be nominated.
The voting agreement provides that if a default under, or breach of the
voting agreement occurs which Pioneer believes adversely affects it or its
rights under the voting agreement or the agreement relating to its investment in
America's Shopping Mall, the parties to the voting agreement will call a special
meeting of the shareholders and will vote their shares to elect a new Board of
Directors of which persons nominated by Pioneer shall constitute a majority of
the members. Pioneer designated directors will remain a majority of our Board
for so long as Pioneer, its partners or affiliates own the preferred stock or
the common stock obtained through the conversion of the preferred stock or there
remains any amount outstanding under their subordinated debenture.
26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 9, 1999, Advanced Medical Sciences sold the following people
shares of its common stock. These shares were later converted into shares of
America's Shopping Mall common stock as a result of the merger of Advanced
Medical Sciences into America's Shopping Mall:
o 14,500,000 shares were sold to John L. Patten for $290,000 previously
paid in cash. Mr. Patten has since gifted these shares to various members
of his immediate family. These shares were converted into 483,334 shares
of our common stock. See "Security Ownership of Certain Beneficial Owners
and Management" above.
o 3,750,000 shares were sold to John L. Patten for $75,000 in cash.
Mr. Patten has since gifted these shares to various members of his
immediate family. These shares were converted into 125,000 shares of our
common stock.
o 3,000,000 shares were sold to Irwin Schneidmill in consideration for
$30,000 of unpaid consulting fees due to him. These shares were later
converted into 100,000 shares of our common stock. See "Security
Ownership of Certain Beneficial Owners and Management" above.
On May 11, 1999, Advanced Medical Sciences sold 10,000,000 shares of its
common stock to Kathleen N. Patten for $200,000 in cash. These shares were
converted into 333,334 shares of our common stock as a result of the merger.
On May 20, 1999, America's Shopping Mall, through our wholly-owned
subsidiary, The Remarkable Group, Inc., purchased all of the outstanding stock
of Creadis Promotions Inc. The stock was purchased from Irwin Schneidmill and
from Kathleen N. Patten. Mr. Schneidmill and Mrs. Patten, together, were paid
cash totaling $400,000, and each received 350,000 shares of our common stock for
their interests in Creadis.
In December 1998, Creadis purchased all of the operating assets of Heyden
Corporation. The purchase price consisted of $75,000 in cash, an 8% secured
promissory note in the amount of $245,557 due in full on February 8, 1999, and
an 8% unsecured promissory note in the amount of $42,298 to be paid in sixty
equal monthly installments. Creadis simultaneously entered into a five-year
consulting agreement with McKenzie Consulting, Inc. requiring Creadis to pay
McKenzie Consulting an aggregate of $367,200 in sixty equal monthly payments.
The obligations under the two promissory notes and the consulting agreement were
secured by guarantees executed by Mr. Schneidmill and John L. Patten.
In connection with the Deerskin and Joan Cook asset purchase, in May 1999,
James T. Patten, the brother of John L. Patten, received a $100,000 unsecured 8%
convertible debenture due June 1, 2004 from America's Shopping Mall. The
debenture is currently convertible into 18,181 shares of our common stock.
On June 3, 1999, America's Shopping Mall, through its wholly-owned
subsidiary, The Remarkable Group, Inc., purchased all of the outstanding stock
of Dynamic Products Corp. We issued a total of 240,000 shares of our common
stock to Dynamic's shareholders for their interests. Dynamic's stock was held by
certain parties related to America's Shopping Mall. The following related
parties received shares of our common stock in exchange for their interests in
Dynamic:
o Irwin Schneidmill received 57,500 shares;
o Amy Schneidmill, the wife of Irwin Schneidmill, received 2,250 shares;
o Kathleen N. Patten received 31,500 shares; and
o Sara Patten, Mary Patten, and Ann Patten, Kathleen Patten's daughters,
each received 15,000 shares.
27
DESCRIPTION OF CAPITAL STOCK
America's Shopping Mall, Inc.'s amended articles of incorporation authorize
us to issue 20,000,000 shares of common stock, par value $0.001 per share, and
20,000 shares of preferred stock, par value $0.001 per share.
As of December 9, 1999, we had 2,320,948 shares of common stock and 10,000
shares of Series A Senior Convertible Preferred Stock issued and outstanding.
Another 2,836,362 shares of common stock are reserved for issuance upon the
exercise of warrants or upon conversion of certain convertible securities.
COMMON STOCK
Each holder of our common stock is entitled to one vote for each share
owned of record on all matters voted upon by stockholders, and a majority vote
of the outstanding shares present in person or by proxy at a stockholders'
meeting is required for most actions to be taken by stockholders. Our directors
are elected by a plurality of the votes cast. The holders of the common stock do
not have cumulative voting rights. Accordingly, the holders of a majority of the
voting power of the shares voting for the election of directors can elect all of
the directors if they choose to do so. The common stock bears no preemptive
rights, and is not subject to redemption, sinking fund or conversion provisions.
Holders of common stock are entitled to receive dividends if, as and when
declared by our Board of Directors out of funds legally available for dividends,
subject to the dividend and liquidation rights of our outstanding preferred
stock and any other series of preferred stock that we may issue in the future
and subject to any dividend restriction contained in any credit facility which
we may enter into in the future. Any dividends declared with respect to shares
of common stock will be paid pro rata in accordance with the number of shares of
common stock held by each stockholder. America's Shopping Mall does not,
however, anticipate paying any cash dividends in the foreseeable future.
In the event of our liquidation, dissolution or winding up, the holders of
our common stock are entitled to share equally and ratably in the assets, if
any, remaining after the payment of all of our debts and liabilities and payment
of the liquidation preference of the holders of the Preferred Stock. The
outstanding shares of common stock are, and the shares of common stock offered
by the selling shareholders hereby will be, fully paid and nonassessable.
See "Security Ownership of Certain Beneficial Owners and
Management--Potential Change in Control" on page 23 for additional information.
SERIES A SENIOR CONVERTIBLE PREFERRED STOCK
The Board of Directors has designated 20,000 shares of preferred stock as
Series A Senior Convertible Preferred Stock of which 10,000 shares are currently
issued and outstanding.
Each share of preferred stock is convertible at the option of Pioneer
Ventures Associates Limited Partnership, the holder of the preferred stock, at
any time into a number of shares of America's Shopping Mall common stock equal
to the "Stated Value" (currently $420.00 per share and subject to adjustment) of
the shares of preferred stock to be converted (plus accumulated dividends, if so
elected by the holder) divided by $3.50. Currently, the 10,000 shares of
preferred stock issued and outstanding may be converted into 1,200,000 shares of
common stock. The conversion price may be reset to a lower value in the future
should the average closing bid price of our common stock as reported on the OTC
Bulletin Board be below $3.50. The conversion price and the number of shares of
common stock issuable upon conversion of the preferred stock is also subject to
further adjustment in certain circumstances in order to protect against
dilution.
Pioneer is entitled an 8% cumulative annual cash dividend payable quarterly
($8.40 per share per quarter) in arrears on each March 31, June 30, September
30, and December 31 out of funds legally available for the payment of dividends
under Nevada law. We may, upon approval by a majority of our entire Board of
Directors, elect to pay dividends on the preferred stock, by issuing additional
shares of preferred stock with identical terms and provisions to the existing
preferred stock. If we elect to pay any dividend by issuing additional preferred
stock in lieu of a cash dividend, the amount of the dividend will be at the rate
of 13% per annum, or $13.65 per share per quarter. The failure to pay any
dividend when due is an event of default under the Certificate of Designation of
the preferred stock and results in
28
additional dividend payments at the default rate. Furthermore, any event default
under the Certificate of Designation will trigger the change of control
provisions pursuant of the Voting and Shareholders Agreement, described above
under "Security Ownership of Certain Beneficial Owners and Management-Potential
Change of Control" on page .
Upon our liquidation, dissolution or winding-up, Pioneer is entitled to a
liquidation preference of $1,000 per share and an amount equal to any accrued
and unpaid dividends to the payment date. Pioneer is entitled to receive these
amounts before any payment or distribution is made to the holders of our common
stock or any other equity securities of America's Shopping Mall.
Pioneer is also entitled
o to purchase or subscribe for any capital stock, equity or debt securities
or any options, warrants, rights to purchase any such securities or
rights of America's Shopping Mall proposed to be issued by us; and
o provide any debt financing proposed to be obtained by America's Shopping
Mall.
This right of first refusal is subject to certain conditions and
exceptions.
The preferred stock has full voting rights and votes together with the
common stock as a single class. Each share of preferred stock entitles the
holder to cast the number of votes to which he would be entitled if the
preferred stock had been converted into shares of common stock on the
appropriate record date.
So long as an aggregate of at least 5% of the outstanding preferred stock
(including in the denominator any preferred stock which has been converted into
common stock) is held by Pioneer, America's Shopping Mall may not, without the
affirmative vote or consent of the holders of a majority of all outstanding
shares of the preferred stock voting separately as a class, do any of the
following:
o Amend, alter or repeal any provision of its Articles of Incorporation or
By-Laws so as to adversely affect the relative rights, preferences,
qualifications, limitations or restrictions of the preferred stock.
o Authorize or issue any additional equity securities of any subsidiaries
(with certain exceptions).
o Approve any merger, consolidation, compulsory share exchange or sale of
assets which we are a party.
o Repurchase or redeem any equity securities or pay dividends or other
distributions on any equity securities.
o Liquidate, dissolve, recapitalize or reorganize.
o Incur any indebtedness for borrowed money or guarantee indebtedness of
other persons, directly or indirectly, except indebtedness of any
wholly-owned subsidiaries.
o Effect any fundamental changes in the nature of our business, including
acquiring or investing in another business entity.
o Approve the sale or transfer of any material intangible or intellectual
property, other than the issuance of licenses.
We have the right to redeem any or all of the preferred stock on any
quarterly dividend payment date provided written notice is first given. The
redemption price for each share of preferred stock to be redeemed shall be paid
by in cash in an amount equal to the stated value of such share ($420.00), plus
an amount sufficient such that the holder thereof receives an annual rate of
return equal to 25%, for the period from the original issue to the redemption
date, on a compounded basis.
WARRANTS
As of June 30, 1999, Pioneer held warrants to purchase 1,000,000 shares of
our common stock.
Exercise Price and Term. Each of the warrants entitles the holder thereof
to purchase at any time until May 21, 2004, one share of common stock at an
exercise price of $4.50 per share, subject to adjustment. The holder of warrant
may exercise it by surrendering the warrant certificate to us, together with a
notice of exercise. The notice of exercise must be accompanied by payment in
full of the exercise price.
Adjustments. The exercise price and number of shares of common stock
purchasable upon the exercise are subject to adjustment upon the occurrence of
certain events, including stock dividends, stock splits, combinations and
29
reclassification of the common stock. Additionally, an adjustment would be made
in the case of a reclassification or exchange of the common stock, consolidation
or merger of America's Shopping Mall with another corporation (other than a
consolidation or merger in which we are the surviving corporation) or sale of
all or substantially all of our assets. These adjustment provisions are intended
to enable the warrant holder to acquire the kind and number of shares of stock
or other property receivable in a consolidation by the holder of the like number
of shares of common stock, that might otherwise have been purchased upon the
exercise. The warrants do not confer upon the holder any voting, dividend or
other rights as shareholders of America's Shopping Mall.
TRANSFER AGENT
The Transfer Agent for our common stock is Continental Stock Transfer &
Trust Company, New York, New York.
30
PLAN OF DISTRIBUTION
We are registering the shares of our common stock described in this
prospectus for the shareholders named below under the caption "Selling
Shareholders." We are registering the common stock in order to provide our
shareholders with freely tradable shares, but we do not know whether any of them
have specific plans to sell their shares. Our shareholders may, without
limitation and from time to time, sell all or a portion of their shares of
common stock covered by this prospectus on any stock exchange (should we
eventually become listed on an exchange), over-the-counter market or trading
facility on which the common stock is traded, at market prices prevailing at the
time of sale, at fixed prices or at negotiated prices. The common stock may,
without limitation, be sold by selling shareholders by one or more of the
following methods:
o Ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o Block trades in which the broker-dealer engaged by the selling
shareholder will attempt to sell the common stock as agent for the
selling shareholder but may position and resell a portion of the block as
principal to facilitate the transaction;
o Purchases by a broker-dealer as principal and resale by such
broker-dealer for its account;
o Privately negotiated transactions;
o In accordance with Rule 144 promulgated under the Securities Act of 1933,
as amended, rather than pursuant to this prospectus;
o A combination of any such methods of sale; or
o Any other method permitted pursuant to applicable law.
Such transactions may or may not involve brokers or dealers. To our
knowledge, the shareholders have not entered into any agreements, understandings
or arrangements with any underwriters or broker-dealers regarding the sale of
their securities, nor is there an underwriter or coordinating broker acting in
connection with the proposed sale of the shares by the selling shareholders.
Selling shareholders may sell their shares directly to purchasers or to or
through broker-dealers, which may act as agents or principals. Such
broker-dealers may receive compensation in the form of discounts, concessions,
or commissions from the selling shareholders or the purchasers of the shares for
whom such broker-dealers may act as agents or to whom they sell as principal, or
both. Such compensation as to a particular broker-dealer might be in excess of
customary commissions.
In effecting sales, brokers-dealers engaged by selling shareholders may
arrange for other broker-dealers to participate in such sales. Broker-dealers
may agree with selling shareholders to sell a specified number of shares at a
stipulated price, and, to the extent such broker-dealer is unable to do so
acting as agent for the selling shareholders, to purchase as principal any
unsold common stock at the price required to fulfill the broker-dealer
commitment to the selling shareholders.
The selling shareholders may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the common
stock in the course of hedging the positions they assume with such selling
shareholder, including in connection with distributions of the common stock by
such broker-dealers. The selling shareholders may enter into option or other
transactions with broker-dealers that involve the delivery of their shares to
the broker-dealers, who may then resell or otherwise transfer such shares. The
selling shareholders may also loan or pledge their shares to a broker-dealer and
the broker-dealer may sell the shares so loaned or, upon a default, may sell or
otherwise transfer the pledged shares.
Selling shareholders and any broker-dealers or agents that participate with
the selling shareholders in sales of shares may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended, in connection with
such sales. In such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act of
1933, as amended.
Because certain selling shareholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, these selling
shareholders will be subject to the prospectus
31
delivery requirements of the Securities Act. We have informed such selling
shareholders that the anti-manipulative rules under the Securities Exchange Act,
including Regulation M, may apply to their sales in the market.
Upon our being notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of such
selling shareholder's shares of common stock through a block trade, special
offering, exchange distribution or secondary distribution or a purchase by a
broker or dealer, we will, if required, file a supplement or an amendment to
this prospectus disclosing the name of each such selling shareholder and of the
participating broker-dealer(s), the number of shares involved, the price at
which such shares were sold, the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable, that such broker-dealer(s)
did not conduct any investigation to verify the information set out in this
prospectus, and the other facts material to the transaction. In addition, upon
our being notified by a selling shareholder that a donee or pledgee intends to
sell more than 500 shares, we will file a supplement to this prospectus.
Sales of a substantial number of shares of the common stock in the public
market by shareholders or even the potential of such sales could adversely
affect the market price for our common stock, which could have a direct impact
on the value of the shares being offered by the selling shareholder.
America's Shopping Mall will pay all fees and expenses incident to the
registration of our common stock pursuant to this prospectus, other than
underwriting discounts, selling commissions and brokerage fees, if any, which
will be borne by the selling shareholders.
SELLING SHAREHOLDERS
The following table sets forth the name, number of shares of common stock
and the number of shares underlying the convertible securities owned by each
shareholder. As indicated below, certain shareholders may hold a position,
office or other material relationship with us. Since the shareholders may sell
all, a portion or none of their shares, no estimate can be made of the aggregate
number of shares that may actually be sold by our shareholders.
The shares offered by this prospectus may be offered from time to time by
the shareholders named below (based on the number of shares of common stock, and
shares issuable upon conversion of the convertible securities held on
November 29, 1999).
COMMON STOCK
UNDERLYING
WARRANTS OR
CONVERTIBLE TOTAL SHARES
NAME SECURITIES COMMON STOCK TO BE SOLD
- -------------------------------------------------------------------- ------------ ------------ ------------
Pioneer Ventures Associates Limited Partnership..................... 2,200,000 2,200,000
Irwin Schneidmill................................................... 507,750 507,750
Kathleen Patten..................................................... 714,834 714,834
Sterling/Carl Marks Capital, Inc.................................... 46,346 46,346
CMCO, Inc........................................................... 18,827 18,827
Robert Davidoff..................................................... 18,827 18,827
Sara Patten......................................................... 15,000 15,000
Mary Patten......................................................... 64,133 64,133
Anne Patten......................................................... 23,000 23,000
Philip Failla....................................................... 12,000 12,000
Brian Ugles......................................................... 3,000 3,000
Cathy Santo......................................................... 3,000 3,000
Amy Schneidmill..................................................... 2,250 2,250
Janice Ewenstein.................................................... 1,500 1,500
Deerskin Trading Post, Inc.......................................... 618,181 618,181
James T. Patten..................................................... 18,181 18,181
32
COMMON STOCK
UNDERLYING
WARRANTS OR
CONVERTIBLE TOTAL SHARES
NAME SECURITIES COMMON STOCK TO BE SOLD
- -------------------------------------------------------------------- ----------- ----------- -----------
ABJM................................................................ 1,167 1,167
Adwell Inc.......................................................... 14 14
Dorothy Bechtel..................................................... 667 667
Matthew Bechtel..................................................... 167 167
Stacey Bechtel...................................................... 167 167
Sila Bhattachaya.................................................... 300 300
Bohemond Corporation................................................ 1,667 1,667
Cherry Hill Inc..................................................... 6,500 6,500
Marvin Edoff........................................................ 500 500
Elvena Inc.......................................................... 14,792 14,792
Walter Essman....................................................... 667 667
Joseph R. Ford, custodian for Amanda Ford (UGMA NJ)................. 334 334
Joseph R. Ford, custodian for Kelly Ford (UGMA NJ).................. 334 334
Edson P. Foster, Jr................................................. 2 2
Samuel Fox.......................................................... 2,500 2,500
Greene Family Partnership........................................... 667 667
Thomas Hardy........................................................ 1,667 1,667
Elizabeth F. Haselkorn.............................................. 834 834
David Haselkorn..................................................... 534 534
William J. Jaxtheimer............................................... 500 500
Beverly M. Lopinto.................................................. 2,700 2,700
Carl G. Love........................................................ 334 334
Krystyna Sternal-McGrath............................................ 34 34
Dennis McNany....................................................... 10,000 10,000
Barbara P. Melera................................................... 834 834
Meridian Capital & Investment Corp.................................. 4,167 4,167
Jules T. Mitchell................................................... 1,600 1,600
Alfonse Nesta & Celina Nesta JT/TEN................................. 2 2
789974 Ontario Limited.............................................. 1,914 1,914
OPCO, nominee for Olson Payne & Company............................. 834 834
Mae Parker.......................................................... 40,000 40,000
Michele M. Rozinski Parker.......................................... 3 3
Carmen S. Patten, Sr................................................ 40,000 40,000
James J. Patten..................................................... 90,000 90,000
Kathleen N. Patten, custodian for Mary C. Patten (UGMA NJ).......... 14 14
Kathleen N. Patten, custodian for Sara E. Patten (UGM NJ)........... 9,000 9,000
Abraham Pennock..................................................... 500 500
Robert Portman...................................................... 11,667 11,667
Bhupat Rawal........................................................ 240 240
Robsal Inc.......................................................... 3,334 3,334
Gail Rock........................................................... 1,600 1,600
Richard Rodman, custodian for Alison Rodman (UGMA NJ)............... 47 47
Abraham J. Salaman.................................................. 834 834
Mark Salaman........................................................ 167 167
Michael Salaman..................................................... 167 167
Steven Salaman...................................................... 167 167
Selig Consultants Inc............................................... 35,000 35,000
Brijendra S. Srivastava & Madhu Srivastava JT/TEN................... 34 34
Laxmi S. Srivastava & Prem L. Srivastava JT/TEN..................... 150 150
Antonina Sternal.................................................... 834 834
33
COMMON STOCK
UNDERLYING
WARRANTS OR
CONVERTIBLE TOTAL SHARES
NAME SECURITIES COMMON STOCK TO BE SOLD
- -------------------------------------------------------------------- ----------- ----------- -----------
Russell B. Stevenson, Jr............................................ 834 834
Russell B. Stevenson................................................ 834 834
Robert Trause....................................................... 10,000 10,000
Richard Truzzolino.................................................. 27 27
Philip J. Watrous................................................... 30,000 30,000
Hamet A. Watt....................................................... 800 800
Owen Weislow........................................................ 300 300
Florence M. Woelfling............................................... 167 167
Cede & Co........................................................... 4,763 4,763
Davis Aronoff & Millie Aronoff & Judith Trupin JT/TEN............... 2 2
N. George Avram..................................................... 2 2
Thomas J. Boorman................................................... 1 1
Ray Camire.......................................................... 2 2
Ludmila Chmeliwksij................................................. 2 2
Jill Choder......................................................... 2 2
John Desimone, custodian for Johnathan Desimone (UGMA CT)........... 4 4
Ernest A. Evans & Ralph Brooks JT/TEN............................... 1 1
Diane Fackenberg.................................................... 1 1
Anna Feldi.......................................................... 2 2
Sherman Haugh, custodian for Brandon Haugh (UGMA CT)................ 1 1
Atty. George V. Lawler.............................................. 2 2
Pauli R. Lehto...................................................... 1 1
Paul A. Mayotte & Barbara J. Mayotte JT/TEN......................... 1 1
Robert G. Miner..................................................... 1 1
Brian D. Pane....................................................... 1 1
Paul L. Forchheimer & Co............................................ 8 8
Ralph Quitadamo..................................................... 1 1
Arthur Salaman...................................................... 14 14
Tim Schoechle & Mary Schoechle JT/TEN............................... 6 6
Mark Silberstein.................................................... 2 2
Bruce Sundack....................................................... 2 2
Richard G. Trott.................................................... 1 1
Patrick A. Zecco.................................................... 4 4
Michael V. Zona..................................................... 1 1
Gordon & Co......................................................... 170,000 170,000
Cachro Intl. Holdings Ltd........................................... 128,333 128,333
John L. Patten...................................................... 108,466 108,466
John J. Cunningham.................................................. 41,766 41,766
Benchmark Capital LLC............................................... 29,809 29,809
Patform Development Corp............................................ 20,000 20,000
Nanci Urban......................................................... 18,726 18,726
Robert S. Portman................................................... 10,000 10,000
John J. Cunningham and Karen J. Cunningham JT/TEN................... 6,450 6,450
Helen E. Patten..................................................... 4,966 4,966
Greater Metropolitan Investment Services Inc........................ 4,000 4,000
Ace International Corp.............................................. 2,066 2,066
Wolcot Capital Inc. M/P/P/P Delaware Charter Trustee................ 834 834
Wolcot Capital Inc.................................................. 800 800
Debra L. Solan...................................................... 667 667
USCC Trading Domestic Pink Sheets................................... 567 567
34
COMMON STOCK
UNDERLYING
WARRANTS OR
CONVERTIBLE TOTAL SHARES
NAME SECURITIES COMMON STOCK TO BE SOLD
- -------------------------------------------------------------------- ----------- ----------- -----------
Richard Greene...................................................... 500 500
John J. Cunningham & Karen J. Cunningham JT/TEN..................... 500 500
Ann Greene.......................................................... 500 500
William P. Bennett.................................................. 462 462
Steven Tobias....................................................... 334 334
Pershing Limited.................................................... 334 334
Charles A. Sisto.................................................... 333 333
Carl Donald Fraley IRRA FBO Carl Donald Fraley...................... 333 333
Henry Macuga & May Dudek JT/TEN..................................... 333 333
Sander Jacobs....................................................... 234 234
Robert Lobel & Dorothy Lobel JT/TEN................................. 167 167
Pedro P. Cancel Jr.................................................. 166 166
Dharm V. Singh & Sita Singh JT/TEN.................................. 116 116
Muhammed S. Barwari................................................. 91 91
Sandy Butler........................................................ 79 79
Fritz Surman........................................................ 74 74
Sunita Garg & Prem Garg JT/TEN...................................... 66 66
Jose A. Rosa........................................................ 46 46
Ms. Kimberly M. Calderaro & Mr. Michael Borozan JT/TEN.............. 40 40
Leon Lewenstein..................................................... 34 34
Delecia Ann Holt, custodian for Isabel Dorien Eva
Holt-Moreno (UCUTMA, until Age 21)................................ 34 34
Knights Securities, L.P............................................. 34 34
Diane Alburtus...................................................... 34 34
Matthew J. Henry, custodian for MaryGrace Henry (UGMA NJ)........... 33 33
Metthew J. Henry, custodian for John F. Henry (UGMA NJ)............. 33 33
Suzanne Jungdahl.................................................... 33 33
Kingswood Inc. NV................................................... 30 30
Philip R. Cypher and Charlotte L. Cypher JT/TEN..................... 21 21
Barbara Poaline..................................................... 20 20
Robert E. Bloch..................................................... 17 17
Stephan Baroni...................................................... 16 16
George C. Hill...................................................... 10 10
Robert F. Schweizer................................................. 10 10
Mr. Harold M. Cornell & Arlene Cornell JT/TEN....................... 7 7
John Schweizer...................................................... 6 6
Walter P. Sterling.................................................. 1 1
James H. Eacott, Jr................................................. 1 1
Shirley T. Johnson.................................................. 1 1
Olgierd W. Zacharski................................................ 1 1
---------- ---------- ----------
Total:.............................................................. 2,836,362 2,320,948 5,157,310
35
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
America's Shopping Mall by Emmet, Marvin & Martin, LLP, New York, New York.
EXPERTS
The financial statements of America's Shopping Mall included in this
prospectus have been audited by Arthur Yorkes & Company, independent public
accountants, and Smallberg Sorkin & Company, LLP, independent public
accountants, as set forth in their reports, and have been so included in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed, with the Securities and Exchange Commission, Washington, DC,
a registration statement on Form SB-2 under the Securities Act with respect to
the common stock offered hereby. This prospectus does not contain all of the
information set forth in the registration statement, the exhibits and schedules.
For further information, about our common stock and us, please refer to the
registration statement, exhibits and schedules. Statements made in this
prospectus as to the contents of any contract, agreement or other documents
referred to are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the registration statement,
reference is made to the exhibit for a more complete description of the matter
involved.
The registration statement, exhibits and schedules may be inspected without
charge and copied at the public reference facilities maintained by the SEC in
Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549, and at the SEC's
regional offices located at Citicorp Center, 500 West Madison, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material may be obtained at prescribed rates from such
offices upon the payment of the fees proscribed by the SEC. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.
The SEC maintains a web site that contains registration statements,
reports, proxy and other information regarding registrants that file
electronically with the SEC. The address for the internet site is
http://www.sec.gov.
36
INDEX TO FINANCIAL STATEMENTS
PAGE
----
PRO FORMA:
AMERICA'S SHOPPING MALL, INC. AND SUBSIDIARIES
Pro forma Unaudited Condensed Financial Statements......................................................... F-2
Pro forma Unaudited Condensed Balance Sheet................................................................ F-3
Pro forma Unaudited Condensed Statement of Operations...................................................... F-4
Notes to Pro forma Unaudited Condensed Financial Statements................................................ F-5
HISTORICAL:
AMERICA'S SHOPPING MALL, INC.
Independent Auditors' Report............................................................................... F-6
Balance Sheet.............................................................................................. F-7
Statement of Operations and Comprehensive Loss............................................................. F-8
Statements of Shareholders' Equity......................................................................... F-9
Statements of Cash Flows................................................................................... F-10
Notes to Financial Statements.............................................................................. F-11
DEERSKIN AND JOAN COOK CATALOG BUSINESSES
Independent Auditors' Report............................................................................... F-17
Statement of Assets Acquired Subject to Certain Liabilities................................................ F-18
Statements of Revenues and Direct Operating Expenses of Business Acquired.................................. F-19
Statement of Cash Flows.................................................................................... F-20
Notes to Financial Statements.............................................................................. F-21
DYNAMIC PRODUCTS CORP. AND SUBSIDIARY
Independent Auditors' Report............................................................................... F-23
Consolidated Balance Sheet................................................................................. F-24
Consolidated Statement of Operations and Accumulated Deficit............................................... F-25
Consolidated Statement of Cash Flows....................................................................... F-26
Notes to Financial Statements.............................................................................. F-27
Independent Auditors' Report............................................................................... F-30
Consolidated Balance Sheet................................................................................. F-31
Consolidated Statement of Operations and Accumulated Deficit............................................... F-32
Consolidated Statement of Cash Flows....................................................................... F-33
Notes to Consolidated Financial Statements................................................................. F-34
CREADIS PROMOTIONS, INC.
Independent Auditors' Report............................................................................... F-37
Balance Sheet.............................................................................................. F-38
Statement of Operations.................................................................................... F-39
Statement of Cash Flows.................................................................................... F-40
Notes to Financial Statements.............................................................................. F-41
HEYDEN INCORPORATED
Independent Auditors' Report............................................................................... F-43
Statement of Assets Acquired............................................................................... F-44
Statement of Revenues and Direct Operating Expenses of Business Acquired................................... F-45
Statement of Cash Flows.................................................................................... F-46
Notes to Financial Statements.............................................................................. F-47
F-1
AMERICA'S SHOPPING MALL, INC. AND SUBSIDIARIES
PRO FORMA UNAUDITED CONDENSED FINANCIAL STATEMENTS
The following entities which are included in these pro forma unaudited
financial statements are defined below:
America's Shopping Mall, Inc. -- the "Company"
Advanced Medical Sciences, Inc. -- "Sciences"
Deerskin and Joan Cook Catalog Businesses -- "Deerskin"
Dynamic Products Corp. and Subsidiary -- "Dynamic"
Creadis Promotions, Inc. -- "Creadis"
Heyden Incorporated -- "Heyden"
The Remarkable Group, Inc. -- "Remarkable"
The unaudited pro forma statement of operations of Creadis reflects the
operations of the predecessor company, Heyden, for the period May 1, 1998
through December 9, 1998 combined with the operation of Creadis from the date of
acquisition, December 10, 1998, through April 30, 1999.
With the exception of Dynamic, the pro forma unaudited financial statements
are as of April 30, 1999, and for the year then ended. The pro forma unaudited
financial statements of Dynamic are as of June 30, 1999, and for the year then
ended.
The following unaudited pro forma condensed balance sheet at April 30, 1999
and the unaudited pro forma condensed statement of operations for the year ended
April 30, 1999 of the Company and its wholly-owned subsidiaries, all of which
were acquired at various dates after April 30, 1999 reflect the following
transactions:
(A) The purchase by an investment group on May 21, 1999 of 10,000 shares of
convertible preferred stock of the Company for $4,200,000.
(B) The merger, in July 1999, of Sciences into the Company and the
conversion of each common share of Sciences into 1/30th of a common
share of the Company.
(C) The purchase by Sciences in April 1999, of certain assets of Initio,
Inc., which are being operated by Deerskin for $3,500,000 above book
value. The consideration of approximately $5,975,000 consisted of the
Company issuing $3,500,000, 8% convertible debentures due June 1, 2004,
cash in the amount of $473,328, and the assumption of a $2,000,000, 8%
subordinated debenture of the seller, due May 1, 2003.
(D) The purchase by Remarkable, a newly formed wholly-owned subsidiary of
the Company, of all the shares of Dynamic for 240,000 common shares of
the Company.
(E) The purchase, by Remarkable, of all the outstanding shares of Creadis
for $400,000 and 700,000 common shares of the Company.
The unaudited pro forma condensed balance sheet assumes all of the above
transactions occurred as of April 30, 1999. The unaudited pro forma condensed
statement of operations assumes all of the above transactions had occurred
May 1, 1998.
These pro forma condensed financial statements should be read in
conjunction with the Notes to Pro Forma Unaudited Condensed Financial
Statements, and the financial statements of the Company and the acquired
companies and the related notes thereto.
The pro forma condensed financial statements are not necessarily indicative
of what the actual financial position and results of operations would have been
had the transactions occurred on May 1, 1998 nor do they purport to represent
the future financial condition or future operations of the Company.
F-2
AMERICA'S SHOPPING MALL, INC.
PRO FORMA UNAUDITED CONDENSED BALANCE SHEET
APRIL 30, 1999
AMERICA'S SHOPPING DEERSKIN DYNAMIC
MALL, INC. AND JOAN COOK PRODUCTS CORP.
(FORMERLY ADVANCED CATALOG AND SUBSIDIARY
MEDICAL SCIENCES, INC.) BUSINESSES (JUNE 30, 1999)
----------------------- ----------------- ---------------
ASSETS
Current assets:
Cash and cash equivalents.................. $ (4,522) $ 3,600 $ (17,232)
Accounts receivable, net of allowances..... 14,582 33,787
Inventory.................................. 1,934,969 101,778
Due from Creadis Promotions, Inc........... 5,000 16,869
Due from Deerskin.......................... 34,000 (34,000) 4,482
Due from Dynamic Products Corp. &
Subsidiary............................... 17,509
Subscriptions receivable................... 140,000
Prepaid and other current assets........... 10,000 377,099 3,741
----------- ----------- -----------
201,987 2,296,250 143,425
Property and equipment, net.................. 254,122 20,737
Intangible assets, net of amortization....... 3,500,000 1,022,683
Other assets:................................ 7,360
Rent deposit.................................
Investment in subsidiaries...................
----------- ----------- -----------
$ 201,987 $ 6,050,372 $ 1,194,205
----------- ----------- -----------
----------- ----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued expenses and
other current liabilities................ $ 22,500 $ 77,044 $ 182,505
Due to Advanced Medical Sciences, Inc...... 43,500
Due to seller.............................. 3,973,328
Loans payable..............................
Due to America's Shopping Mall, Inc........ 38,498
Current portion of long-term debt.......... 80,120
Due to Dynamic Products Corp. &
Subsidiary...............................
Due to shareholders........................ 30,000 420,690
----------- ----------- -----------
Total current liabilities.................... 52,500 4,050,372 765,313
Long-term debt:
Subordinated debenture payable............. 2,000,000
Convertible debenture payable..............
----------- ----------- -----------
2,000,000
----------- ----------- -----------
Total liabilities............................ 52,500 6,050,372 765,313
----------- ----------- -----------
Shareholders' equity:
Preferred stock............................
Additional paid-in capital--preferred
stock....................................
Common stock............................... 1,048 7,750
Additional paid-in capital--common stock... 1,442,542 1,770,000
Common stock subscribed.................... 200,000
Accumulated deficit........................ (1,494,103) (1,348,858)
----------- ----------- -----------
149,487 428,892
----------- ----------- -----------
$ 201,987 $ 6,050,372 $ 1,194,205
----------- ----------- -----------
----------- ----------- -----------
PRO FORMA
CREADIS ADJUSTMENTS
PROMOTIONS, INC. DB (CR) TOTAL
------------------------ ----------- ----------
ASSETS
Current assets:
Cash and cash equivalents.................. $ 3,422 $ 4,200,000 (A) $1,590,223
(1,438,498) (D)
(400,000) (B)
(22,219) (G)
(473,328) (I)
(205,000) (J)
(56,000) (K)
Accounts receivable, net of allowances..... 154,427 202,796
Inventory.................................. 35,770 2,072,517
Due from Creadis Promotions, Inc........... (21,869) (H)
Due from Deerskin.......................... (4,482) (G)
Due from Dynamic Products Corp. &
Subsidiary............................... 38,498 (D)
26,701 (G)
(38,498) (F)
(44,210) (H)
Subscriptions receivable................... 140,000
Prepaid and other current assets........... 6,622 397,462
-------- ----------- ----------
200,241 1,561,095 4,402,998
Property and equipment, net.................. 26,966 301,825
Intangible assets, net of amortization....... 128,750 4,651,433
Other assets:................................ 2,860 10,220
Rent deposit................................. 56,000 (K) 56,000
(1,400,000) (F)
1,400,000 (D)
Investment in subsidiaries................... 400,000 (B)
1,260,000 (B)
(1,660,000) (E)
432,000 (B)
(432,000) (E)
-------- ----------- ----------
$358,817 $ 1,617,095 $9,422,476
-------- ----------- ----------
-------- ----------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued expenses and
other current liabilities................ $167,732 $ 449,781
Due to Advanced Medical Sciences, Inc...... 5,000 48,500 (H)
Due to seller.............................. 3,973,328 (I)
Loans payable.............................. 39,478 39,478
Due to America's Shopping Mall, Inc........ 38,498 (F)
Current portion of long-term debt.......... 80,120
Due to Dynamic Products Corp. &
Subsidiary............................... 17,579 17,579 (H)
Due to shareholders........................ 450,690
-------- ----------- ----------
Total current liabilities.................... 229,789 4,077,905 1,020,069
Long-term debt:
Subordinated debenture payable............. 2,000,000
Convertible debenture payable.............. (3,500,000) (I) 3,500,000
-------- ----------- ----------
(3,500,000) 5,500,000
-------- ----------- ----------
Total liabilities............................ 229,789 577,905 6,520,069
-------- ----------- ----------
Shareholders' equity:
Preferred stock............................ (10) (A) 10
Additional paid-in capital--preferred
stock.................................... (4,199,990) (A) 3,994,990
205,000 (J)
7,752 (C)
Common stock............................... 2 (940) (B) 1,988
1,400,000 (F)
Additional paid-in capital--common stock... 249,998 (1,691,060) (B) 1,669,352
2,092,000 (E)
(7,752) (C)
Common stock subscribed.................... 200,000
Accumulated deficit........................ (120,972) (2,963,933)
-------- ----------- ----------
129,028 (2,195,000) 2,902,407
-------- ----------- ----------
$358,817 $(1,617,095) $9,422,476
-------- ----------- ----------
-------- ----------- ----------
See notes to pro forma unaudited condensed financial statements.
F-3
AMERICA'S SHOPPING MALL, INC.
PRO FORMA UNAUDITED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED APRIL 30, 1999
AMERICA'S SHOPPING
MALL, INC. DEERSKIN
(FORMERLY AND JOAN COOK DYNAMIC PRODUCTS
ADVANCED MEDICAL CATALOG CORP. AND SUBSIDIARY CREADIS PRO FORMA
SCIENCES, INC.) BUSINESSES (JUNE 30, 1999) PROMOTIONS, INC. ADJUSTMENTS
------------------- --------------- -------------------- ---------------- -----------
Net revenues....................... $ -- $ 9,682,096 $ 937,683 $1,527,876 $ (97,500) (L)
Cost of goods sold................. -- 3,478,436 192,310 1,140,914 --
--------- ----------- ---------- ---------- -----------
Gross profit..................... -- 6,203,660 745,373 386,962 (97,500)
(205,000) (S)
250,000 (R)
57,710 (M)
338,333 (Q)
336,000 (O)
Selling, general and
administrative................... 118,040 6,397,462 948,254 562,918 (97,500) (L)
--------- ----------- ---------- ---------- -----------
Operating loss..................... (118,040) (193,802) (202,881) (175,956) 777,043
440,000 (P)
Interest expense................... -- -- 260,808 -- (150,078) (N)
--------- ----------- ---------- ---------- -----------
Net loss........................... $(118,040) $ (193,802) $ (463,689) $ (175,956) $1,066,965
--------- ----------- ---------- ---------- -----------
--------- ----------- ---------- ---------- -----------
Net loss per share................. $ (0.14)
---------
---------
Weighted average
shares outstanding............... 836,751
---------
---------
TOTAL
-----------
Net revenues....................... $12,050,155
Cost of goods sold................. 4,811,660
-----------
Gross profit..................... 7,238,495
Selling, general and
administrative................... 8,706,217
-----------
Operating loss..................... (1,467,722)
Interest expense................... 550,730
-----------
Net loss........................... $(2,018,452)
-----------
-----------
Net loss per share................. $ (0.87)
-----------
-----------
Weighted average
shares outstanding............... 2,320,906
-----------
-----------
See notes to pro forma unaudited condensed financial statements.
F-4
AMERICA'S SHOPPING MALL, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE YEAR ENDED APRIL 30, 1999
The following transactions are reflected in the pro forma adjustments
column of the balance sheet:
(A) To record the sale of 10,000 shares of Series A Senior Convertible
Preferred Stock, par value $.001, of the Company in May 1999 for
$4,200,000.
(B) To record the purchase of all the common shares of Creadis and Dynamic
by Remarkable for $400,000 and 940,000 common shares of the Company
valued at $1.80 per share.
(C) To eliminate the common stock of Dynamic and Creadis upon the purchase
of their shares by Remarkable.
(D) To reflect the payments made by the Company to Dynamic in May and June
1999.
(E) To eliminate investments in Dynamic and Creadis.
(F) To eliminate the intercompany investments and loans in Dynamic.
(G) To record intercompany transactions with Dynamic for May and June 1999.
(H) To eliminate intercompany balances.
(I) To record the cash and debenture payable portion of the purchase price
of the Deerskin assets.
(J) To record payment of finance and professional fees of $205,000 in
connection with the sale of convertible preferred shares (See Note A).
(K) To record a security deposit paid to assume the lease of the warehouse
used by Deerskin.
The following transactions are reflected in the pro forma adjustments
column of the statement of operations:
(L) To eliminate intercompany management fees of $97,500 between Creadis
and Dynamic.
(M) To record additional amortization expense and consulting fees of
Creadis for the period May 1, 1998 through December 9, 1998 which are
not reflected in the statement of operations of Creadis.
(N) To record reductions of interest expense of Dynamic related to the
retirement of certain long-term debt.
(O) To record annual rent expense of $336,000 under the lease for the
Deerskin warehouse entered into in May 1999.
(P) To record interest expense on debentures issued in connection with the
purchase of Deerskin assets.
(Q) To record amortization of intangible assets of Deerskin over periods
ranging from 5 to 15 years.
(R) To record officer compensation agreement entered into in May 1999.
(S) To eliminate officer's compensation and consulting fees recorded by
Remarkable and Sciences.
F-5
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
America's Shopping Mall, Inc.
Monsey, New York
We have audited the accompanying balance sheet of America's Shopping Mall, Inc.
(formerly Advanced Medical Sciences, Inc.) as at April 30, 1999 and the related
statements of operations, shareholders' equity (deficiency), and cash flows for
each of the two 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. 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 of the financial statements 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 America's Shopping Mall, Inc.
as at April 30, 1999 and the results of its operations and cash flows for each
of the two years then ended, in conformity with generally accepted accounting
principles.
ARTHUR YORKES & COMPANY
New York, New York
July 30, 1999
F-6
AMERICA'S SHOPPING MALL, INC.
(FORMERLY ADVANCED MEDICAL SCIENCES, INC.)
BALANCE SHEET
CONSOLIDATED
JULY 31,
APRIL 30, 1999
1999
----------- ------------
(UNAUDITED)
ASSETS
Current assets:
Cash.............................................................................. $ -- $ 35,454
Investment in marketable securities at market value............................... -- 682,034
Accounts receivable, net of allowance for doubtful accounts of $12,009............ -- 330,468
Inventory......................................................................... -- 3,260,550
Prepaid advertising............................................................... -- 329,018
Other prepaid expenses............................................................ 10,000 53,441
Common stock subscribed........................................................... 140,000 --
----------- ------------
Total current assets........................................................... 150,000 4,690,965
Property and equipment, net of accumulated depreciation............................. -- 284,761
Intangible assets, net of accumulated amortization.................................. -- 4,555,577
Other assets........................................................................ 56,509 98,666
----------- ------------
$ 206,509 $ 9,629,969
----------- ------------
----------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdraft.................................................................... $ 4,522 $ --
Accounts payable.................................................................. 22,500 798,794
Accrued expenses payable.......................................................... -- 413,931
Due to shareholders............................................................... 30,000 448,621
Notes payable, current portion.................................................... -- 88,052
----------- ------------
Total current liabilities...................................................... 57,022 1,749,398
----------- ------------
Long-term debt:
Debenture payable................................................................. -- 5,500,000
Long-term debt, net of current portion............................................ -- 28,903
----------- ------------
-- 5,528,903
----------- ------------
Commitments (Note 8)
Shareholders' equity:
Series A Senior Convertible Preferred Stock $.001 par value, authorized 20,000
shares: issued and outstanding 10,000 shares................................... -- 10
Paid-in-capital-preferred stock................................................... -- 3,994,990
Common stock, $.001 par value; authorized 20,000,000 shares:
1,047,573 shares and 2,320,948 shares issued and outstanding at
April 30, 1999 and July 31, 1999, respectively (as retroactively
adjusted for the 1-for-30 conversion in July 1999)............................. 1,048 2,321
Paid-in-capital-common stock...................................................... 1,442,542 1,869,019
Deficit........................................................................... (1,494,103) (3,495,494)
Common stock subscribed (333,334 shares).......................................... 200,000 --
Other comprehensive loss.......................................................... -- (19,178)
----------- ------------
149,487 2,351,668
----------- ------------
$ 206,509 $ 9,629,969
----------- ------------
----------- ------------
See notes to financial statements.
F-7
AMERICA'S SHOPPING MALL, INC.
(FORMERLY ADVANCED MEDICAL SCIENCES, INC.)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
CONSOLIDATED
FOR THE YEARS ENDED ------------
FOR THE
APRIL 30, THREE MONTHS
---------------------- ENDED
1998 1999 JULY 31,
1999
--------- --------- ------------
(UNAUDITED)
Revenues................................................................ $ -- $ -- $1,457,849
Cost of sales........................................................... -- -- 491,191
--------- --------- ----------
Gross profit....................................................... -- -- 966,658
Selling, general and administrative expenses............................ 7,714 118,040 1,534,950
--------- --------- ----------
Operating loss.......................................................... (7,714) (118,040) (568,292)
Interest expense........................................................ -- -- 167,705
--------- --------- ----------
Net loss before other income............................................ (7,714) (118,040) (735,997)
--------- --------- ----------
Other income:
Net realized gain on sale of securities............................... -- -- 102,603
Dividend and interest income.......................................... -- -- 3,814
--------- --------- ----------
Total other income................................................. -- -- 106,417
--------- --------- ----------
Net loss................................................................ (7,714) (118,040) (629,580)
Unrealized holding loss during the period............................... -- -- (19,178)
--------- --------- ----------
Comprehensive loss...................................................... $ (7,714) $(118,040) $ (648,758)
--------- --------- ----------
--------- --------- ----------
Net loss per common share............................................... $ (.01) $ (.14) $ (.29)
--------- --------- ----------
--------- --------- ----------
Weighted average outstanding shares (retroactively adjusted for
1-for-30 conversion).................................................. 822,573 836,751 2,230,327
--------- --------- ----------
--------- --------- ----------
See notes to financial statements.
F-8
AMERICA'S SHOPPING MALL, INC.
(FORMERLY ADVANCED MEDICAL SCIENCES, INC.)
STATEMENTS OF SHAREHOLDERS' EQUITY
PREFERRED STOCK COMMON STOCK
------------------ -----------------------------------
ADDITIONAL SHARES ADDITIONAL AMOUNT
PAR PAID-IN- SHARES SUBSCRIBED PAR PAID-IN- SUBSCRIBED
VALUE CAPITAL ISSUED FOR VALUE CAPITAL FOR
----- ---------- ---------- ----------- -------- ----------- ----------
Balance, May 1, 1997.................... 10,177,200 14,500,000 $ 50,886 $ 997,704 $ 290,000
Net loss for the year ended April 30,
1998................................ -- -- -- -- --
---------- ----------- -------- ----------- ----------
Balance, April 30, 1998................. 10,177,200 14,500,000 50,886 997,704 290,000
Common stock subscribed for........... 10,000,000 -- -- 200,000
Common stock issued................... 21,250,000 (14,500,000) 106,250 288,750 (290,000)
Net loss for the year ended April 30,
1999................................ -- -- -- -- --
---------- ----------- -------- ----------- ----------
Balance, April 30, 1999................. 31,427,200 10,000,000 $157,136 $ 1,286,454 $ 200,000
---------- ----------- -------- ----------- ----------
---------- ----------- -------- ----------- ----------
As retroactively adjusted for 1-for-30
conversion in July 1999............. 1,047,614 333,334 $ 1,048 $ 1,442,542 $ 200,000
Common stock issued................... -- -- 333,334 (333,334) 333 199,667 (200,000)
Common stock issued on acquisition of
subsidiaries........................ -- -- 940,000 -- 940 1,691,060 --
Accumulated deficits and
paid-in-capital of merged companies
at May 1, 1999...................... -- -- -- -- -- 627,750 --
Elimination of investment in merged
companies........................... -- -- -- -- -- (2,092,000) --
Preferred stock issued................ $10 $4,199,990
Issue costs of preferred stock........ -- (205,000) -- -- -- -- --
Net loss for the three months ended
July 31, 1999....................... -- -- -- -- -- -- --
Unrealized loss on marketable
securities.......................... -- -- -- -- -- -- --
Preferred dividends paid.............. -- -- -- -- -- -- --
--- ---------- ---------- ----------- -------- ----------- ----------
Balance July 31, 1999 (unaudited)....... $10 $3,994,990 2,320,948 -- $ 2,321 $ 1,869,019 $ --
--- ---------- ---------- ----------- -------- ----------- ----------
--- ---------- ---------- ----------- -------- ----------- ----------
UNREALIZED
LOSS ON
MARKETABLE
SECURITIES DEFICIT
---------- -----------
Balance, May 1, 1997.................... $(1,368,349)
Net loss for the year ended April 30,
1998................................ (7,714)
-----------
Balance, April 30, 1998................. (1,376,063)
Common stock subscribed for........... --
Common stock issued................... --
Net loss for the year ended April 30,
1999................................ (118,040)
-----------
Balance, April 30, 1999................. $(1,494,103)
-----------
-----------
As retroactively adjusted for 1-for-30
conversion in July 1999............. $(1,494,103)
Common stock issued................... -- --
Common stock issued on acquisition of
subsidiaries........................ -- --
Accumulated deficits and
paid-in-capital of merged companies
at May 1, 1999...................... -- (1,335,411)
Elimination of investment in merged
companies........................... -- --
Preferred stock issued................
Issue costs of preferred stock........ -- --
Net loss for the three months ended
July 31, 1999....................... -- (629,580)
Unrealized loss on marketable
securities.......................... $(19,178)
Preferred dividends paid.............. -- (36,400)
-------- -----------
Balance July 31, 1999 (unaudited)....... $(19,178) $(3,495,494)
-------- -----------
-------- -----------
See notes to financial statements.
F-9
AMERICA'S SHOPPING MALL, INC.
(FORMERLY ADVANCED MEDICAL SCIENCES, INC.)
STATEMENTS OF CASH FLOWS
CONSOLIDATED
------------
FOR THE
FOR THE YEAR FOR THE YEAR THREE MONTHS
ENDED ENDED ENDED
APRIL 30, 1998 APRIL 30, 1999 JULY 31,
1999
-------------- -------------- ------------
(UNAUDITED)
Cash used for operating activities:
Net loss............................................................. $ (7,714) $ (118,040) $ (648,758)
-------- ---------- ------------
Adjustments to reconcile net loss to net cash
used in operating activities, net of acquisition:
Depreciation and amortization.................................... -- -- 136,350
Write-off of organization fees................................... -- -- 41,006
Unrealized loss on marketable securities......................... -- -- 19,178
(Increase) in:
Marketable securities......................................... -- -- (701,212)
Accounts receivable........................................... -- -- (127,407)
Inventory..................................................... -- -- (1,189,998)
Prepaid assets and other assets............................... -- -- (55,017)
Increase (decrease) in:
Advance to companies subsequently acquired.................... -- (56,509) --
Prepaid expenses.............................................. -- (10,000) --
Accounts payable and accrued expenses......................... 7,473 (14,973) 601,993
-------- ---------- ------------
Total adjustments........................................... 7,473 (81,482) (1,275,107)
-------- ---------- ------------
Cash used in operating activities.................................... (241) (199,522) (1,923,865)
-------- ---------- ------------
Cash provided by investing activities:
Purchase of equipment............................................ -- -- (10,040)
Acquisition of business.......................................... -- -- (873,328)
-------- ---------- ------------
Net cash used in investing activities................................ -- -- (883,368)
-------- ---------- ------------
Cash provided by financing activities:
Payments received toward common stock subscribed..................... -- 195,000 140,000
Issuance of preferred stock.......................................... -- -- 3,995,000
Preferred stock dividends paid....................................... -- -- (36,400)
Decrease in:
Due to shareholders................................................ -- -- (20,101)
Notes payable...................................................... -- -- (1,191,812)
Loans payable...................................................... -- -- (39,478)
-------- ---------- ------------
Net cash provided by financing activities.............................. -- 195,000 2,847,209
-------- ---------- ------------
Increase (decrease) in cash and cash equivalents....................... (241) (4,522) 39,976
Cash and cash equivalents beginning of period.......................... 241 -- (4,522)
-------- ---------- ------------
Cash and cash equivalents end of period................................ $ -- $ (4,522) $ 35,454
-------- ---------- ------------
-------- ---------- ------------
Supplemental cash flows information:
Cash paid for interest............................................... $ -- $ -- $ 146,260
-------- ---------- ------------
Details of acquisitions:
Assets acquired...................................................... -- -- 7,680,953
Liabilities assumed.................................................. -- -- 4,415,286
-------- ---------- ------------
-- -- 3,265,667
-------- ---------- ------------
Debentures given upon acquisitions................................... -- -- 3,500,000
Accumulated deficits and paid-in-capital
of merged companies................................................ -- -- (707,661)
Value of common stock issued in mergers.............................. -- -- 1,692,000
Elimination of investment in merged companies........................ -- -- (2,092,000)
-------- ---------- ------------
$ -- $ -- $ 2,392,339
-------- ---------- ------------
-------- ---------- ------------
Cash paid for acquisition.............................................. $ -- $ -- $ 873,328
-------- ---------- ------------
-------- ---------- ------------
See notes to financial statements.
F-10
AMERICA'S SHOPPING MALL, INC.
(FORMERLY ADVANCED MEDICAL SCIENCES, INC.)
NOTES TO FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO JULY 31, 1999 AND THE
THREE MONTHS THEN ENDED IS UNAUDITED)
1. ORGANIZATION, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HISTORICAL DATA:
Organization:
In July 1999 America's Shopping Mall, Inc. (the "Company"), which was
incorporated on May 4, 1999, merged with Advanced Medical Sciences, Inc.
("Sciences") (see Note 6A) and became the surviving company.
During 1995 and 1996, Sciences abandoned its health care and
pharmaceutical business and ceased operations.
At April 30, 1999, the Company's management had been seeking merger
possibilities with active companies, see subsequent events (Note 6).
Nature of operations:
The Company is engaged in mail order retail sale of consumer products
principally through mail order catalogs and the sale of customized products
used primarily in sales promotions.
Principles of consolidation:
The unaudited consolidated financial statements as of July 31, 1999
and for the three months then ended include the accounts of the Company and
its wholly-owned subsidiaries, The Remarkable Group, Inc. ("Remarkable")
and the Deerskin and Joan Cook Catalog Businesses ("Deerskin"). Remarkable,
a newly formed subsidiary of the Company, had purchased all the outstanding
common shares of Dynamic Products Corp. and Creadis Promotions.
Intercompany balances and transactions have been eliminated in
consolidation.
All of these acquisitions occurred in May 1999 (see subsequent event,
Footnote 6).
Inventory:
Inventories, consisting principally of finished goods, are valued at
the lower of cost (first-in, first-out basis) or market.
Property and equipment:
Property and equipment are stated at cost less accumulated
depreciation. Depreciation will be provided over the estimated useful lives
of the assets using the straight-line method principally over 10 years.
Prepaid advertising costs:
Advertising catalog costs are amortized over the anticipated revenue
flow. The Company makes write downs on a continuing basis as required.
Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the
financial statements and
F-11
AMERICA'S SHOPPING MALL, INC.
(FORMERLY ADVANCED MEDICAL SCIENCES, INC.)
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION WITH RESPECT TO JULY 31, 1999 AND THE
THREE MONTHS THEN ENDED IS UNAUDITED)
1. ORGANIZATION, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HISTORICAL
DATA:--(CONTINUED)
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Unaudited financial statements:
The financial statements as of July 31, 1999 and for the three months
ended July 31, 1999 are unaudited and are not necessarily indicative of the
results that may be expected for the year ending April 30, 2000. In the
opinion of management, the financial statements include all adjustments,
consisting of normal recurring accruals, necessary for a fair presentation
of the Company's financial position and results of operations.
Intangible assets:
The cost of customer lists, trademarks, trade-names and copyrights and
telephone numbers are being amortized over 10 to 15 years; software and
artwork and a covenant not to complete are being amortized over 5 years;
and goodwill is being amortized over 15 years.
Earnings (loss) per share:
Earnings (loss) per share is calculated based on the weighted average
number of shares outstanding during the period. The effect of possible
conversion of debentures and preferred shares and the exercise of warrants
have not been included in the calculation of earnings per share as their
effect would be anti-dilutive.
2. PROPERTY AND EQUIPMENT:
Major classifications of property and equipment are summarized as
follows:
JULY 31,
1999
--------
Equipment............................................................... $191,369
Transportation equipment................................................ 49,471
Furniture and fixtures.................................................. 72,039
Leasehold improvement................................................... 56,205
--------
369,084
Less: Accumulated depreciation and amortization......................... 84,323
--------
$284,761
--------
--------
F-12
AMERICA'S SHOPPING MALL, INC.
(FORMERLY ADVANCED MEDICAL SCIENCES, INC.)
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION WITH RESPECT TO JULY 31, 1999 AND THE
THREE MONTHS THEN ENDED IS UNAUDITED)
3. INTANGIBLE ASSETS:
Intangible assets consist of the following:
AMORTIZED
OVER
AMOUNT YEARS
---------- ---------
Customer lists............................................ $2,950,000 10-15
Trademarks and copyrights................................. 495,000 10-15
Telephone numbers......................................... 50,000 15
Software and artwork...................................... 175,000 5
Covenant not to compete................................... 45,000 5
Goodwill.................................................. 1,274,250 15
----------
4,989,250
Less: Accumulated amortization............................ 433,673
----------
$4,555,577
----------
----------
The Company is amortizing the intangible assets on a straight-line
basis based on its analysis and estimate of the expected useful life of the
assets.
4. SUBSCRIBED SHARES:
On February 12, 1997, one of the shareholders of Sciences agreed to be
personally liable for, and to pay $290,000 due the Company's creditors in
exchange for 14,500,000 of Sciences common shares. These shares were issued
in April 1999.
In March and April 1999, shareholders of Sciences subscribed for a
total of 16,750,000 common shares (including the 3,000,000 shares mentioned
below) at a total price of $305,000. At April 30, 1999, $140,000 of the
purchase price was still unpaid. In May 1999, the balance was received by
the Company. 6,750,000 shares were issued in April 1999 and 10,000,000
shares in May 1999.
In April 1999, $30,000 of unpaid consulting fees due the President of
Sciences were converted into a total of 3,000,000 common shares.
5. CONSULTING AND MANAGEMENT AGREEMENTS:
The Company had a consulting agreement with its President which
provided for a monthly fee of $7,500 through March 31, 1999.
In addition, the Company had a management agreement with a corporation
controlled by the President of the Company to provide office space,
secretarial, telephone and other services for a monthly fee of $2,500
through April 30, 1999.
6. SUBSEQUENT EVENTS:
In May and June of 1999, the following events took place:
(A) Sciences merged with and into the Company, a newly formed
subsidiary incorporated by Sciences on May 4, 1999 under the name
America's Shopping Mall, Inc., which became the surviving
Corporation. In connection with the merger, each outstanding
common share of
F-13
AMERICA'S SHOPPING MALL, INC.
(FORMERLY ADVANCED MEDICAL SCIENCES, INC.)
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION WITH RESPECT TO JULY 31, 1999 AND THE
THREE MONTHS THEN ENDED IS UNAUDITED)
6. SUBSEQUENT EVENTS:--(CONTINUED)
Sciences was converted into 1/30th of a common share of the Company,
and all fractional shares were rounded up to the nearest whole
share.
An investment group purchased 10,000 shares of Series A
Senior Convertible Preferred Stock of the Company for
$4,200,000 which are convertible into 1,200,000 common shares
subject to certain adjustments. The holder of the preferred
shares is entitled to an 8% cumulative annual cash dividend and
a liquidating preference of $1,000 per share subject to certain
adjustments. The preferred shareholder acquired warrants to
purchase 1,000,000 common shares of the Company at $4.50 per
share at any time until May 21, 2004, subject to certain
adjustments.
The preferred shares have equal voting rights with the
common shares, as if the preferred shares were converted into
common shares. The Company has the right to redeem the
preferred shares at the stated value ($420 per share) plus an
annual return of 25% from the original issue date to the date
of redemption.
The Company may, upon approval by a majority of its entire
board of directors, elect to pay dividends on the preferred
shares, by issuance of additional preferred shares which shall
have identical terms and provisions to the existing preferred
shares. If the Company elects to pay any dividend by the
issuance of preferred shares in lieu of a cash dividend, the
amount of such dividend shall be thirteen percent (13% or
$13.65 per share per quarter).
The preferred and certain principal common shareholders
are parties to a Voting and Shareholders Agreement dated
May 21, 1999 whereby, as long as the preferred shareholder owns
any of the preferred or common shares obtained through
conversion of the preferred shares or any amounts are
outstanding under the $2,000,000 subordinated debenture due May
1, 2003, each of the parties shall vote all of their common
shares to elect one designee of the preferred shareholder as a
director. In the event of default under the Voting Agreement,
the Investment Agreement or the subordinated debenture, the
parties to the Voting Agreement have agreed to vote in favor of
a number of designees selected by the preferred shareholder
that will constitute a majority of the board of directors.
(B) In May 1999, the Company purchased assets subject to certain
liabilities of Initio, Inc., a public company, for total
consideration of approximately $5,975,000 payable by:
I. The Company assuming a $2,000,000, 8% subordinated debenture
due May 1, 2003 of the seller with 8% interest per annum due
to the holder of the preferred shares.
II. The Company issuing $3,500,000 of 8% convertible debentures
due June 1, 2004.
III. The Company making a cash payment of approximately $475,000.
The assets acquired are operated by a wholly-owned subsidiary of the
Company, The Deerskin Companies, Inc.
(C) In May 1999, a newly formed wholly-owned subsidiary of the
Company, The Remarkable Group, Inc. ("Remarkable") purchased all
outstanding common shares of Dynamic Products Corp. ("Dynamic")
for 240,000 common shares of the Company. Certain former
shareholders of Dynamic are principal shareholders of the Company.
F-14
AMERICA'S SHOPPING MALL, INC.
(FORMERLY ADVANCED MEDICAL SCIENCES, INC.)
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION WITH RESPECT TO JULY 31, 1999 AND THE
THREE MONTHS THEN ENDED IS UNAUDITED)
6. SUBSEQUENT EVENTS:--(CONTINUED)
In May 1999, Remarkable purchased all the outstanding
shares of Creadis Promotions, Inc. ("Creadis") for $400,000 in
cash and 700,000 common shares of the Company. Creadis is a
corporation formed by certain principal shareholders of the
Company in December 1998 to purchase the operating assets of
Heyden Incorporated for cash and notes of approximately
$360,000.
(D) In May 1999 the Company entered into a compensation agreement with
the President of the Company for an annual salary of $250,000. The
agreement expires on April 30, 2004.
7. LONG-TERM DEBT:
Long-term debt consists of:
(A) A $2,000,000 subordinated debenture due May 1, 2003 with 8%
interest per annum payable quarterly. Such indebtedness is senior
to the $3,500,000 of convertible debentures (see below) and
subordinated to all senior indebtedness as defined.
(B) $3,500,000 of convertible debentures due June 1, 2004 with 8%
interest per annum payable quarterly. The debentures may be
redeemed in whole or in part at the option of the Company on or
after June 1, 2001 at a redemption price equal to the percentage
of the principal amount set forth below:
If redeemed during the 12 month period beginning on June
1st of each of the years indicated as below:
REDEMPTION
YEAR PRICES
- ------------------------------------------------------------- ----------
2001......................................................... 105%
2002......................................................... 104%
2003......................................................... 103%
and at 100% of the principal amount thereafter.
The debentures are convertible into common shares at a
conversion price of $5.50 per share, provided, however, if on
or before December 31, 1999 the Company shall repay to the
holder of $3,400,000 principal amount of the debentures,
$400,000 of such principal amount plus interest accrued to the
date of such payment, the initial conversion price shall be
increased from $5.50 to $6.00.
The debentures are secured by a security interest in
certain intangible assets of the Company, including customer
lists, mail order software, artwork, trademarks and copyrights.
(C) A note payable in the amount of $37,363, due in 60 monthly
installment of $705 plus interest at 8% per annum. Final payment
is due in December 2003. The note is guaranteed by two of the
Company's shareholders.
8. COMMITMENTS:
The Company is obligated at July 31, 1999 under various leases for
warehouse and office facilities expiring from March 2000 through March
2004. The warehouse lease for annual rent of $336,000 expires in April
2000.
F-15
AMERICA'S SHOPPING MALL, INC.
(FORMERLY ADVANCED MEDICAL SCIENCES, INC.)
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION WITH RESPECT TO JULY 31, 1999 AND THE
THREE MONTHS THEN ENDED IS UNAUDITED)
8. COMMITMENTS:--(CONTINUED)
In September 1999, the Company entered into two leases of space in a
New Jersey building for five years commencing in February 2000 at an annual
aggregate rental of $195,054. The Company intends to move and consolidate
its existing facilities in this region into this new building, and is
currently negotiating for release of its obligations under the existing
leases totaling $299,466 for the remaining term of the leases. The Company,
as of July 31, 1999, has not recognized any provision for losses in regards
to these negotiations with the landlords.
Rent for the three months ended July 31, 1999 amounted to $111,400.
Annual rent commitments are as follows:
JULY 31,
----------------------------
INCLUSIVE OF
LEASES BEING LEASES BEING
NEGOTIATED NEGOTIATED
APRIL 30 FOR RELEASE FOR RELEASE
-------- ------------ ------------
2000........................................ $465,873 $ 467,931 $ 48,996
2001........................................ 77,020 269,214 74,160
2002........................................ 74,160 269,214 74,160
2003........................................ 68,440 259,204 64,150
2004........................................ 52,250 233,054 38,000
2005........................................ -- 97,527 --
-------- ---------- --------
$737,743 $1,596,144 $299,466
-------- ---------- --------
-------- ---------- --------
The Company is obligated to make payments of $4,000 and $6,120 per
month under consulting agreements expiring in December 1999 and December
2003, respectively.
9. COMMON SHARES RESERVED FOR ISSUANCE:
Common shares of the Company are reserved for issuance as follows upon
the possible:
Conversion of preferred shares................................. 1,200,000
Conversion of debentures....................................... 636,362
Exercise of warrants........................................... 1,000,000
---------
2,836,362
---------
---------
10. INCOME TAXES:
The Company's net operating losses through April 30, 1999 are
effectively eliminated under the change in ownership rules of the Internal
Revenue Service. Valuation allowances have been provided against the income
tax benefit of net losses for the quarter ended July 31, 1999 in the amount
of $220,000.
11. DUE TO SHAREHOLDERS:
Loans payable to shareholders in the amount of $448,621 bear interest
at 7% per annum.
Interest expense to shareholders for the three months ended July 31,
1999 amounted to $6,979.
F-16
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
America's Shopping Mall, Inc.
Monsey, New York
We have audited the accompanying statements of assets acquired subject to
certain liabilities of Deerskin and Joan Cook Catalog Businesses as of April 30,
1999 and the related statements of revenues and direct operating expenses of
business acquired, and cash flows for each of the two 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. 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 of the financial statements provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets acquired subject to certain liabilities as of
April 30, 1999 and the results of its operations and cash flows for each of the
two years then ended, in conformity with generally accepted accounting
principles.
ARTHUR YORKES & COMPANY
New York, New York
September 10, 1999
F-17
DEERSKIN AND JOAN COOK CATALOG BUSINESSES
STATEMENT OF ASSETS ACQUIRED SUBJECT TO CERTAIN LIABILITIES
APRIL 30, 1999
ASSETS
Current assets:
Cash.............................................................................................. $ 3,600
Accounts receivable............................................................................... 14,582
Inventory......................................................................................... 1,934,969
Prepaid advertising and other prepaid expenses.................................................... 362,333
Other current assets.............................................................................. 14,766
----------
Total current assets................................................................................ 2,330,250
Property and equipment.............................................................................. 254,122
Intangible assets................................................................................... 3,500,000
----------
$6,084,372
----------
----------
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable.................................................................................. $ 77,044
Due to affiliated company......................................................................... 34,000
----------
Total current liabilities........................................................................... 111,044
Long term debt:
Subordinated debenture payable.................................................................... 2,000,000
----------
Total liabilities................................................................................... 2,111,044
Commitments (Note 3)
Equity in acquired assets........................................................................... 3,973,328
----------
$6,084,372
----------
----------
See notes to financial statements.
F-18
DEERSKIN AND JOAN COOK CATALOG BUSINESSES
STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES
OF BUSINESS ACQUIRED
FOR THE YEARS ENDED APRIL
30,
---------------------------
1999 1998
---------- -----------
Revenues.......................................................................... $9,682,096 $11,133,544
Cost of goods sold................................................................ 3,478,436 4,632,363
---------- -----------
6,203,660 6,501,181
Selling, general and administrative expenses...................................... 6,397,462 7,114,686
---------- -----------
Operating loss.................................................................... $ (193,802) $ (613,505)
---------- -----------
---------- -----------
See notes to financial statements.
F-19
DEERSKIN AND JOAN COOK CATALOG BUSINESSES
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
APRIL 30,
-----------------------
1999 1998
--------- ----------
Cash flows from operating activities:
Net (loss)........................................................................... $(193,802) $ (613,505)
--------- ----------
Adjustment to reconcile net loss to cash provided by operating activities:
Depreciation and amortization................................................... 94,063 103,898
(Increase) decrease in:
Inventory.................................................................... (144,710) 1,457,146
Prepaid assets and other assets.............................................. 202,717 438,353
Decrease in accounts payable, accrued expenses and other current liabilities.... (18,015) (321,166)
--------- ----------
Total adjustments............................................................ 134,055 1,678,231
--------- ----------
Net cash provided by (used in) operating activities............................. (59,747) 1,064,726
--------- ----------
Cash flows from investing activities:
Purchase of fixed assets............................................................. (189,718) (39,268)
--------- ----------
Net cash used in investing activities.................................................. (189,718) (39,268)
--------- ----------
Adjustment to cash flows for items not included in acquisition......................... 253,065 (1,025,458)
--------- ----------
Increase in cash and cash equivalents.................................................. 3,600 --
Cash and cash equivalents beginning of period.......................................... -- --
--------- ----------
Cash and cash equivalents end of period................................................ $ 3,600 $ --
--------- ----------
--------- ----------
See notes to financial statements.
F-20
DEERSKIN AND JOAN COOK CATALOG BUSINESSES
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1999 AND 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of operations
Deerskin and Joan Cook Catalog Businesses ("Deerskin") is engaged in mail
order retail sale of consumer products principally through mail order catalogs.
Basis of presentation
The financial statements reflect the assets acquired subject to certain
liabilities from an operating company (Initio, Inc.) as of May 1, 1999 by
America's Shopping Mall, Inc. and the results of the operations purchased for
each of the two years ended April 30, 1999 and 1998.
These assets and liabilities were assigned to Deerskin subsequent to May 1,
1999.
Inventory
Inventories, consisting principally of finished goods, are valued at the
lower of cost (first-in, first-out basis) or market.
Property and equipment
Property and equipment are stated at cost less accumulated depreciation.
Depreciation will be provided over the estimate useful lives of the assets using
the straight-line method principally over 10 years.
Prepaid advertising costs
Advertising catalog costs are amortized over the anticipated revenue flow.
Write downs are made on a continuing basis as required.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosures 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.
2. ASSETS ACQUIRED SUBJECT TO LIABILITIES
The net assets acquired from the selling company by America's Shopping
Mall, Inc. for approximately $5,975,000 was paid by the:
I. Assumption of a $2,000,000 obligation of the seller by a subordinated
debenture.
II. Issuance of $3,500,000, 8% convertible debentures of the seller due
June 1, 2004.
III. Cash payment of approximately $475,000.
3. COMMITMENTS:
America's Shopping Mall, Inc. entered into a lease for warehouse facilities
located in Carson City, Nevada in May 1999 for a one year period ending
April 30, 2000 for an annual rental of $336,000.
F-21
DEERSKIN AND JOAN COOK CATALOG BUSINESSES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
APRIL 30, 1999 AND 1998
3. COMMITMENTS:--(CONTINUED)
America's Shopping Mall, Inc. has also assumed a lease for the office
premises in Teterboro, New Jersey expiring in March 2004 for an annual rental of
$57,000 and is paying a monthly rental of $1,050 for property in Danvers,
Massachusetts through April 30, 2000.
Annual rental commitments are as follows:
APRIL 30, AMOUNT
- -------------------------------------------------------------- --------
2000.......................................................... $405,600
2001.......................................................... 57,000
2002.......................................................... 57,000
2003.......................................................... 57,000
2004.......................................................... 52,250
4. CONSULTING AGREEMENT
The Company has entered into an agreement dated May 1999 to pay a
consulting fee to the former officers of the selling company for a total of
$4,000 per month through December 31, 1999.
5. PRO FORMA ADJUSTMENT
All of the Company's cost of doing business are reflected in the statement
of revenues and direct operating expenses of business acquired except for the
costs associated with the warehouse which was not purchased by the Company.
The following pro forma statement of operations reflect the rent expense of
the warehouse leased by the Company in May 1999:
APRIL 30,
-------------------------
1999 1998
---------- -----------
Revenues......................................................... $9,682,096 $11,133,544
Costs and expenses............................................... 9,875,898 11,747,049
---------- -----------
Net loss as reported............................................. (193,802) (613,505)
Pro forma adjustment:
Rent expense under lease entered into.......................... 336,000 336,000
---------- -----------
Pro forma loss................................................... $ (529,802) $ (949,505)
---------- -----------
---------- -----------
F-22
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
Dynamic Products Corp. and Subsidiary
Monsey, New York
We have audited the accompanying consolidated balance sheet of Dynamic Products
Corp. and Subsidiary as of June 30, 1999 and the related consolidated statement
of operations, accumulated deficit, and cash flows for the year then ended.
These consolidated 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. The financial statements of Dynamic Products
Corp. and Subsidiary as of June 30, 1998 were audited by other auditors whose
report dated July 23, 1998 on these statements included an explanatory paragraph
relating to a going concern uncertainty due to net capital and working capital
deficiencies as well as losses from operations.
We conducted our audit in accordance with generally accepted auditing standards.
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 Dynamic Products
Corp. and Subsidiary as of June 30, 1999, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.
See management plans in regards to working capital deficiency (Note 2).
ARTHUR YORKES & COMPANY
New York, New York
August 17, 1999
F-23
DYNAMIC PRODUCTS CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
ASSETS
Current assets:
Accounts receivable, net of allowances of $12,009................................................ $ 33,787
Inventory........................................................................................ 101,778
Due from affiliated companies.................................................................... 21,351
Prepaid assets and other current assets.......................................................... 3,741
-----------
Total current assets............................................................................... 160,657
Property and equipment, net........................................................................ 20,737
Intangible and other assets........................................................................ 1,030,043
-----------
$ 1,211,437
-----------
-----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdraft................................................................................... $ 17,232
Accounts payable, accrued expenses and other current liabilities................................. 182,504
Due to affiliated companies...................................................................... 81,998
Notes payable.................................................................................... 80,120
Due to former shareholders....................................................................... 420,690
-----------
Total current liabilities.......................................................................... 782,544
-----------
Commitments (Note 7)
Shareholders' equity:
Common stock, 25,000 shares authorized; no par value;
775 shares issued and outstanding............................................................. 7,750
Additional paid-in-capital....................................................................... 1,770,000
Retained earnings (deficit)...................................................................... (1,348,857)
-----------
428,893
-----------
$ 1,211,437
-----------
-----------
See notes to financial statements.
F-24
DYNAMIC PRODUCTS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED
JUNE 30,
--------------------------
1999 1998
----------- ---------
Net revenues....................................................................... $ 937,683 $ 885,558
Cost of goods sold................................................................. 192,310 227,632
----------- ---------
Gross profit.................................................................. 745,373 657,926
Selling, general and administrative expenses....................................... 948,254 972,100
----------- ---------
Operating loss..................................................................... (202,881) (314,174)
Interest expense................................................................... 260,808 195,739
----------- ---------
Net loss...................................................................... (463,689) (509,913)
Accumulated deficit, beginning of year............................................. (885,168) (375,255)
----------- ---------
Accumulated deficit, end of year................................................... $(1,348,857) $(885,168)
----------- ---------
----------- ---------
See notes to financial statements.
F-25
DYNAMIC PRODUCTS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED
JUNE 30,
------------------------
1999 1998
----------- ---------
Cash flows from operating activities:
Net loss............................................................................ $ (463,689) $(509,913)
----------- ---------
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization.................................................. 155,699 114,589
Decrease in:
Accounts receivable......................................................... 37,214 38,931
Inventory................................................................... 14,099 23,930
Prepaid assets and other assets............................................. 22,100 57,180
Decrease in:
Accounts payable, accrued expenses and other current liabilities............ (55,832) (49,115)
----------- ---------
Total adjustments................................................................... 173,280 185,515
----------- ---------
Net cash used in operating activities................................................. (290,409) (324,398)
----------- ---------
Cash flows from investing activities:
Purchase of property and equipment.................................................. (2,819) --
----------- ---------
Net cash used in investing activities................................................. (2,819) --
----------- ---------
Cash flows from financing activities:
Payments of notes and loans payable................................................. (1,305,371) (315,641)
Increase in:
Notes payable.................................................................... -- 623,698
Due to former shareholders....................................................... 120,690 --
Due to affiliates................................................................ 60,647 --
Equity investment by parent company.............................................. 1,400,000 --
----------- ---------
Net cash provided by financing activities............................................. 275,966 308,057
----------- ---------
Net decrease in cash and cash equivalents............................................. (17,262) (16,341)
Cash at beginning of year............................................................. 30 16,371
----------- ---------
Cash (overdraft) at end of year....................................................... $ (17,232) $ 30
----------- ---------
----------- ---------
Supplemental disclosures of cash flows information:
Cash paid during the period for:
Interest......................................................................... $ 145,968 $ 142,223
See notes to financial statements.
F-26
DYNAMIC PRODUCTS CORP. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Nature of operations:
Dynamic Products Corp. ("Dynamic") was organized under the laws of the
State of Nevada on October 2, 1996. On November 21, 1996 (effective October 1,
1996) Dynamic purchased all of the issued and outstanding capital stock of
Remarkable Office Products, Inc. ("Remarkable") for $1,406,250. Dynamic is
engaged in mail order retail sale of consumer products principally through mail
order catalogues.
In May 1999, a newly formed wholly-owned subsidiary of America's Shopping
Mall, Inc. purchased all the shares of Dynamic.
Principles of consolidation:
The consolidated financial statements include the accounts of Dynamic and
its wholly-owned subsidiary, Remarkable. Intercompany balances and transactions
have been eliminated in consolidation.
Inventory:
Inventory, consisting primarily of finished goods, is valued at the lower
of cost (first-in, first-out basis) or market.
Property and equipment:
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is provided using the straight-line method, principally 5-7 years,
over the estimated useful lives of the assets.
Intangible assets:
The costs of the customer list, trademarks and telephone numbers acquired
are being amortized on a straight-line basis over 15 years based on management's
analysis and estimates of the expected useful life of the assets. Goodwill,
which arose from the purchase of Remarkable, is being amortized on a
straight-line basis over 15 years.
Use of estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
2. MANAGEMENT'S PLAN:
In June 1999, the parent company had invested $1,400,000 in the Company.
Dynamic has a working capital deficiency of $621,887 at June 30, 1999; however,
the management of the parent company intends to continue financing any future
working capital requirements of Dynamic.
F-27
DYNAMIC PRODUCTS CORP. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
JUNE 30, 1999
3. PROPERTY AND EQUIPMENT:
Major classification of property and equipment are summarized as follows:
Equipment.......................................................................... $60,950
Furniture and fixtures............................................................. 6,040
Leasehold improvements............................................................. 9,740
-------
76,730
Less: Accumulated depreciation and amortization.................................... 55,993
-------
$20,737
-------
-------
4. OTHER ASSETS
Other assets are summarized as follows:
Intangible assets:
Customer list.......................................................... $ 850,000
Trademarks............................................................. 100,000
Telephone numbers...................................................... 50,000
----------
1,000,000
Less: Accumulated amortization............................................ $ 266,667 $ 733,333
---------- ----------
Goodwill............................................................... 354,250
Less: Accumulated amortization............................................ 64,900 289,350
---------- ----------
1,022,683
Security deposits........................................................... 7,360
----------
$1,030,043
----------
----------
5. DUE TO FORMER SHAREHOLDERS
Loans payable to former shareholders in the amount of $420,690 bear
interest at the rate of 7% per annum.
Interest expense to former shareholders for the year ended June 30, 1999
and 1998 amounted to $28,875 and $27,000, respectively.
6. RELATED PARTY TRANSACTIONS
Dynamic received reimbursement for salaries and benefits of shared
employees with a related company of approximately $5,000 per week. This income
amounted to $97,500 for the period ended April 30, 1999.
7. COMMITMENTS
Dynamic is obligated under two leases for office space. One of the leases
expires March 31, 2000 and the other expires December 30, 2002. The Company's
obligation under these leases, net of reimbursements from an affiliated company
is $2,730 per month. Rent expense amounted to $38,463 for the year ended
June 30, 1999 and $86,060 for the year ended June 30, 1998.
F-28
DYNAMIC PRODUCTS CORP. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
JUNE 30, 1999
7. COMMITMENTS--(CONTINUED)
Future minimum payments are as follows:
JUNE 30, AMOUNT
- --------------------------------------------------- -------
2000................................................ $27,888
2001................................................ 17,160
2002................................................ 17,160
2003................................................ 8,580
-------
$70,788
-------
-------
8. INCOME TAXES
Dynamic has net operating losses which will be effectively eliminated under
the change of ownership rules of the Internal Revenue Service.
F-29
INDEPENDENT AUDITORS' REPORT
Dynamic Products Corp.
382 Route 59
Monsey, NY 10952
We have audited the accompanying consolidated balance sheet of Dynamic Products
Corp. and Subsidiary and the related consolidated statements of operations and
accumulated deficit, 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 generally accepted auditing standards.
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 financial statements referred to above present fairly, in
all material respects, the financial position of Dynamic Products Corp. and
Subsidiary as of June 30, 1998, and the results of its operations and cash flows
for the year then ended in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note B to the
consolidated financial statements, the Company has suffered a loss from
operations for the year ended June 30, 1998 and has a net capital and working
deficiency that raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note B. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
SMALLBERG SORKIN & COMPANY LLP
July 23, 1998
New York, New York
F-30
DYNAMIC PRODUCTS CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1998
ASSETS
Current assets:
Cash.............................................................................................. $ 30
Accounts receivable, less allowance for doubtful accounts of $10,000.............................. 71,002
Inventories....................................................................................... 115,877
Prepaid expenses.................................................................................. 16,690
----------
Total current assets................................................................................ 203,599
Property and equipment, at cost, less accumulated depreciation of $39,906........................... 34,004
Other assets........................................................................................ 1,178,807
----------
Total assets........................................................................................ $1,416,410
----------
----------
LIABILITIES LESS CAPITAL DEFICIENCY
Current liabilities:
Current maturities of long-term debt.............................................................. $ 136,271
Accounts payable.................................................................................. 184,049
Loans payable--Foothill Capital Corp.............................................................. 160,651
Others............................................................................................ 499,840
Accrued expenses and other current liabilities.................................................... 54,288
----------
Total current liabilities........................................................................... 1,035,099
Long-term debt...................................................................................... 888,729
----------
Total liabilities................................................................................... 1,923,828
Commitments
Capital deficiency:
Common stock:
25,000 shares authorized, no par value
775 shares issued and outstanding.............................................................. 7,750
Additional paid in capital........................................................................ 370,000
Accumulated deficit (Exhibit B)................................................................... (885,168)
----------
Net capital deficiency.............................................................................. (507,418)
----------
Total liabilities less capital deficiency........................................................... $1,416,410
----------
----------
The accompanying auditor's report and notes are an integral part of these
financial statements.
F-31
DYNAMIC PRODUCTS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE YEAR ENDED JUNE 30, 1998
Net revenues............................................................................ $ 885,558
Cost of goods sold...................................................................... 227,632
----------
Gross profit............................................................................ 657,926
Operating expenses:
Selling............................................................................... $266,031
General and administrative............................................................ 711,116
Interest.............................................................................. 195,739
--------
Total operating expenses................................................................ 1,172,886
----------
Loss before income tax credit........................................................... (514,960)
Income tax credit....................................................................... (5,047)
----------
Net loss................................................................................ (509,913)
Accumulated deficit--beginning of year.................................................. (375,255)
----------
Accumulated deficit--end of year........................................................ $ (885,168)
----------
----------
The accompanying auditor's report and notes are an integral part of these
financial statements.
F-32
DYNAMIC PRODUCTS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 1998
Cash flows used in operating activities:
Net loss............................................................................... $ (509,913)
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Depreciation........................................................................ $ 15,982
Amortization........................................................................ 98,607
(Increase) decrease in:
Accounts receivable............................................................... 38,931
Inventories....................................................................... 23,930
Prepaid expenses.................................................................. 56,220
Other assets...................................................................... 960
Increase (decrease) in:
Accounts payable.................................................................. (75,250)
Accrued expenses and other current liabilities.................................... 26,135
---------
Total adjustments.............................................................. 185,515
-----------
Net cash used in operating activities: (324,398)
Cash flows from (used in) financing activities:
Increase in loans payable:
Foothill Capital Corp............................................................... 123,858
Others.............................................................................. 499,840
Payments of long-term debt............................................................. (315,641)
---------
Net cash flows from financing activities................................................. 308,057
-----------
Net decrease in cash..................................................................... (16,341)
Cash--beginning of year.................................................................. 16,371
-----------
Cash--end of year........................................................................ $ 30
-----------
-----------
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest............................................................................ $ 142,223
The accompanying auditor's report and notes
are an integral part of these financial statements.
F-33
DYNAMIC PRODUCTS CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
A. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Nature of Operations. Dynamic Products Corp. (the "Company") was
organized under the laws of the State of Nevada on October 2, 1996. On
November 21, 1996 (effective October 1, 1996) the Company purchased all
of the issued and outstanding capital stock of Remarkable Office
Products, Inc. ("Remarkable") from Celestial Ventures Corporation for
$1,406,250.
2. Principles of Consolidation. The consolidated financial statements
include the accounts of the Company and its wholly owned subsidiary,
Remarkable. Intercompany balances and transactions have been eliminated
in consolidation.
3. Inventories. Inventories, consisting primarily of finished goods, is
valued at the lower of cost (first-in, first-out basis) or market.
4. Property and Equipment. Property and equipment are stated at cost less
accumulated depreciation. Depreciation is provided over the estimated
useful lives of the assets using the straight-line method.
5. Intangible Assets. The costs of the customer list, trademarks and
telephone numbers acquired are being amortized on a straight-line basis
over 15 years. Goodwill, which arose from the purchase of Remarkable, is
being amortized on a straight-line basis over 15 years.
6. Income Taxes. Current income taxes are based on the taxable income for
the year, as measured by the current year's tax returns. Deferred income
taxes arise primarily due to various temporary differences between
financial and income tax reporting. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to
be realized.
7. Use of Estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
B. MANAGEMENT'S PLANS
The Company's financial statements have been prepared on a going concern
basis which contemplates the realization of the carrying amounts of assets and
liquidation of liabilities in the normal course of business. The Company has a
working capital deficiency of $831,500 and a capital deficiency of $507,418 at
June 30, 1998.
Continuation of the Company as a going concern is dependent upon achieving
profitable operations and obtaining adequate financing. The Company's financial
statements do not include any adjustments relating to the realization of assets
and liquidation of liabilities that might be necessary should the Company be
unable to continue as a going concern.
F-34
DYNAMIC PRODUCTS CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
JUNE 30, 1998
C. PROPERTY AND EQUIPMENT
Major classification of property and equipment and their respective
depreciable lives are summarized below:
DEPRECIABLE
LIVES
-------------
Equipment.............................................................. $ 58,130 5 years
Furniture and fixtures................................................. 6,040 5-7 years
Leasehold improvements................................................. 9,740 Life of lease
-------------
73,910
Less: Accumulated depreciation and amortization.......................... 39,906
-------------
$ 34,004
-------------
-------------
D. OTHER ASSETS
Other assets are summarized as follows:
Intangible assets:..........................................................
Customer list............................................................... $ 850,000
Trademarks.................................................................. 100,000
Telephone numbers........................................................... 50,000
-------------
1,000,000
Less: Accumulated amortization.............................................. 200,000
-------------
$ 800,000
Goodwill.................................................................... 354,250
Less: Accumulated amortization.............................................. 41,300
-------------
312,950
Loan origination fees....................................................... 58,424
Less: Accumulated amortization.............................................. 9,078 49,346
------------- -------------
1,162,296
Security deposits........................................................... 15,376
Other.............................................................................. 1,135
-------------
$ 1,178,807
-------------
-------------
E. LOANS PAYABLE--OTHERS
Loans payable--others includes $305,000 owed to stockholders. Such
obligations were loaned to the Company, with interest at 7% per annum, to
support the cash flow needs of the Company. As of June 30, 1998, interest has
been accrued or paid.
F-35
DYNAMIC PRODUCTS CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
JUNE 30, 1998
F. LONG-TERM DEBT
Long-term debt consists of the following:
(1) Loan payable--Sterling Commercial Capital, Inc. CMCO, Inc. and
Robert Davidoff ("Sterling").............................................................. $ 725,000
(2) Note payable--John Patten................................................................ 300,000
----------
1,025,000
Less: Current maturities.................................................................. 136,271
----------
$ 888,729
----------
----------
(1) In May 1997 the Company obtained a $725,000 loan from Sterling. The
loan, as amended on June 25, 1998 is payable in 65 installments of $14,940,
including interest, at an annual rate of 14%, commencing January 1999 with a
final payment in June 2004. The loan is secured by all of the assets of the
Company and is subordinated to the indebtedness of Foothill Capital Corp. The
loan holders have warrants to purchase 35% of the common stock of the Company
through May 2004 for $100.
(2) Note Payable--John Patten (a shareholder) is payable at an amount not
to exceed $100,000 in any one year, commencing after June 30, 1998. Such payment
is to be based upon "Available Cash Flow" which is defined as net income plus
depreciation and amortization, less payment on debt owed to Sterling. Interest
at the annual rate of 9% is to be paid monthly commencing July 1997. The note is
subordinated to the debt to Sterling.
Maturities of long-term debt are as follows:
1999........................................................ $ 136,271
2000........................................................ 180,573
2001........................................................ 192,605
2002........................................................ 106,436
2003........................................................ 122,330
Thereafter.................................................. 286,785
----------
$1,025,000
----------
----------
Maturities in 1999, 2000 and 2001 include $100,000 annually for note
payable--John Patten.
G. LOAN PAYABLE--FOOTHILL CAPITAL CORP.
In December 1996 Remarkable obtained a $500,000 line of credit payable on
demand from Foothill Capital Corp. As of June 30, 1998 the outstanding loan was
$160,651 and is secured by substantially all of the assets of Remarkable and is
subject to interest at an annual rate of 3% above the prime the rate (at
June 30, 1998, the prime rate was 8 1/2%).
H. COMMITMENTS
Rent expense, including real estate taxes, for the year ended June 30, 1998
amounted to $104,263. Future minimum annual rental commitments under
noncancellable leases in effect on June 30, 1998, are $64,000 in 1999 and
$26,000 in 2000.
F-36
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Creadis Promotions, Inc.
Monsey, New York
We have audited the accompanying balance sheet of Creadis Promotions, Inc. as of
April 30, 1999 and the related statements of operations, accumulated deficit,
and cash flows for the period December 10, 1998 through April 30, 1999. The
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 generally accepted auditing standards.
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 financial statements referred to above present fairly, in
all material respects, the financial position of Creadis Promotions, Inc. as of
April 30, 1999, and the results of its operations and its cash flows for the
period December 10, 1998 through April 30, 1999 in conformity with generally
accepted accounting principles.
ARTHUR YORKES & COMPANY
New York, New York
August 17, 1999
F-37
CREADIS PROMOTIONS, INC.
BALANCE SHEET
APRIL 30, 1999
ASSETS
Current assets:
Cash and cash equivalents.......................................................................... $ 3,422
Account receivable................................................................................. 154,427
Inventory.......................................................................................... 35,770
Prepaid assets and other current assets............................................................ 6,622
---------
Total current assets................................................................................. 200,241
Property and equipment, net of depreciation.......................................................... 26,966
Intangible assets, net of amortization............................................................... 128,750
Other assets......................................................................................... 2,860
---------
$ 358,817
---------
---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued expenses and other current liabilities................................... $ 167,732
Note payable--current portion...................................................................... 8,460
Due to affiliates.................................................................................. 22,579
---------
Total current liabilities............................................................................ 198,771
---------
Notes payable--net of current portion................................................................ 31,018
---------
Commitments (Note 5)
Shareholders' equity:
Common stock $.01 par value; 200 shares authorized, issued, and outstanding........................ 2
Additional paid-in-capital......................................................................... 249,998
Retained earnings (deficit)........................................................................ (120,972)
---------
129,028
---------
$ 358,817
---------
---------
See notes to financial statements.
F-38
CREADIS PROMOTIONS, INC.
STATEMENT OF OPERATIONS
DECEMBER 10, 1998 THROUGH APRIL 30, 1999
Net revenues..................................................................... $ 632,120
Cost of goods sold............................................................... 487,921
---------
144,199
Selling, general and administrative expenses..................................... 265,171
---------
Operating loss................................................................... (120,972)
Retained earnings, beginning..................................................... --
---------
Retained earnings (deficit), end of year......................................... $(120,972)
---------
---------
See notes to financial statements.
F-39
CREADIS PROMOTIONS, INC.
STATEMENT OF CASH FLOWS
DECEMBER 10, 1998 THROUGH APRIL 30, 1999
Cash flows from operating activities:
Net loss........................................................................................... $(120,972)
---------
Adjustment to reconcile net loss to cash used in operating activities, net of acquisition:
Depreciation and amortization................................................................. 7,476
(Increase) decrease in:
Accounts receivable........................................................................ 491,339
Inventory.................................................................................. 8,900
Prepaid assets and other assets............................................................ (9,482)
Decrease in:
Accounts payable, accrued expenses and other current liabilities........................... (296,184)
---------
Total adjustments............................................................................. 202,049
---------
Net cash provided by operating activities............................................................ 81,077
---------
Cash flows from investing activities:
Purchase of fixed assets........................................................................... (26,856)
Acquisition of assets.............................................................................. (362,856)
---------
Net cash used in investment activities............................................................... (389,712)
---------
Cash flows from financing activities:
Proceeds from issuance of common stock............................................................. 250,000
Increase in:
Due to affiliates............................................................................... 22,579
Notes payable................................................................................... 39,478
---------
Net cash provided by financing activities............................................................ 312,057
---------
Increase in cash and cash equivalents................................................................ 3,422
Cash and cash equivalents, beginning of period....................................................... --
---------
Cash and cash equivalents, end of period............................................................. $ 3,422
---------
---------
See notes to financial statements.
F-40
CREADIS PROMOTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Significant accounting policies followed by the Company in the preparation
of the accompanying financial statements are summarized below.
General:
Creadis Promotions, Inc. (the "Company") principal business is the sales of
customized products used primarily in sales promotions. The Company's activities
include the operations of promotions under which the Company operates certain
lines.
Inventory:
Inventories are stated at the lower of cost or market generally on the
first-in, first-out basis.
Depreciation:
Property, plant and equipment are valued at cost. Assets are depreciated
using the accelerated method, generally three years for vehicles, five years for
furniture and fixtures, and computer equipment. Improvements to leased property
are being amortized over the estimated service lives of the improvements.
Cash and cash equivalents:
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments with an original maturity of three months or less
to be cash equivalents.
Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosures 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.
2. INTANGIBLE ASSETS:
The Company recorded the following intangible assets in relation to the
purchase of assets of Heyden Corporation on December 10, 1998. Amortization is
over 15 years, except for a covenant not to compete which is amortized over
5 years.
AMOUNT
--------
Goodwill.......................................................................... $ 45,000
Trade Name........................................................................ 45,000
Covenant not to compete........................................................... 45,000
--------
135,000
Accumulated amortization.......................................................... 6,250
--------
$128,750
--------
--------
F-41
CREADIS PROMOTIONS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
APRIL 30, 1999
3. PROPERTY AND EQUIPMENT:
Property and equipment consists of the following:
AMOUNT
-------
Machinery and equipment............................................................ $16,189
Office furniture................................................................... 3,919
Computer equipment................................................................. 8,084
-------
28,192
Accumulated depreciation........................................................... 1,226
-------
$26,966
-------
-------
4. NOTE PAYABLE:
The Company provided an unsecured note to the seller of the assets of
Heyden Corporation. The note is due in 60 monthly installments of $705 plus
interest at 8% per annum. Interest paid during the period ended April 30, 1999
was approximately $1,400. This note was guaranteed by two of the Company's
shareholders.
5. COMMITMENTS:
The Company has an agreement to pay a consulting fee of $6,120 per month
for a period of sixty months through December 2003. The consulting fee paid
under this agreement for the period ended April 30, 1999 amounted to $24,480.
This agreement is personally guaranteed by two of the Company's shareholders.
The Company is also obligated to pay their portion of salaries and benefits
for shared employees with a related company of approximately $5,000 per week.
This expense amounted to $97,500 for the period ended April 30, 1999.
The Company is obligated under a lease for office space. The current lease,
which expired June 30, 1999 was renewed for one year ending June 30, 2000. For
the period ending April 30, 1999, the company was obligated to pay $1,300 per
month. The renewal option, commencing July 1, 1999 requires a monthly rent of
$1,430 per month.
The Company also has an agreement with an affiliated company to pay 50% of
the affiliated Company's rent. The Company's share of the lease approximates
$1,200 per month, and expires on March 31, 2000. Rent expense amounted to
$12,961 for the period ended April 30, 1999.
Future minimum payments due under the lease are $30,007 for the year ended
April 30, 2000 and $2,860 for the year ended April 30, 2001.
6. INCOME TAXES:
The Company has a net operating loss which will be effectively eliminated
upon the subsequent exchange of all of its common shares in May of 1999 under
the change of ownership rules of the Internal Revenue Service.
F-42
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
Creadis Promotions, Inc.
Monsey, New York
We have audited the accompanying statements of assets acquired subject to
certain liabilities from Heyden Incorporated as at December 10, 1998 and the
related statements of revenues and direct operating expenses of business
acquired, and cash flows for the period January 1, 1998 through December 10,
1998 and the year ended December 31, 1997. 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. 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 of the financial statements provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets acquired subject to certain liabilities from
Heyden Incorporated as at December 10, 1998 and the results of its operations
and cash flows for the period January 1, 1998 through December 10, 1998 and the
year ended December 31, 1997, in conformity with generally accepted accounting
principles.
ARTHUR YORKES & COMPANY
New York, New York
April 8, 1999
F-43
HEYDEN INCORPORATED
STATEMENT OF ASSETS ACQUIRED SUBJECT TO CERTAIN LIABILITIES
DECEMBER 10, 1998
ASSETS
Current assets:
Accounts receivable................................................................................. $ 645,766
Inventory........................................................................................... 44,670
----------
Total current assets.................................................................................. 690,436
Warehouse equipment................................................................................... 1,336
Intangible assets..................................................................................... 135,000
----------
$ 826,772
----------
----------
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable.................................................................................... $ 463,916
Net equity in assets acquired by buyer................................................................ 362,856
----------
$ 826,772
----------
----------
See notes to financial statements.
F-44
HEYDEN INCORPORATED
STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF
BUSINESS ACQUIRED
JANUARY 1, 1998
THROUGH YEAR ENDED
DECEMBER 10, DECEMBER 31,
1998 1997
--------------- ------------
Revenues........................................................................... $ 1,461,860 $1,728,191
Cost of goods sold................................................................. 1,066,821 1,205,699
----------- ----------
395,039 522,492
Selling, general and administrative expenses....................................... 412,801 388,387
----------- ----------
Net income (loss) before income taxes.............................................. (17,762) 134,105
Income taxes....................................................................... -- 42,000
----------- ----------
Net income (loss).................................................................. $ (17,762) $ 92,105
----------- ----------
----------- ----------
See notes to financial statements.
F-45
HEYDEN INCORPORATED
STATEMENTS OF CASH FLOWS
JANUARY 1, 1998
THROUGH YEAR ENDED
DECEMBER 10, DECEMBER 31,
1998 1997
--------------- ------------
Cash flows from operating activities:
Net income (loss)................................................................ $ (17,762) $ 92,105
--------- --------
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation................................................................ -- 1,325
(Increase) decrease in:
Accounts receivable...................................................... (316,739) 5,786
Inventory................................................................ 1,895 (12,580)
Increase (decrease) in:
Accounts payable......................................................... 307,616 10,862
Other liabilities........................................................ (79,823) 29,398
--------- --------
Total adjustments...................................................... (87,051) 34,791
--------- --------
Net cash provided by (used in) operating activities................................ (104,813) 126,896
Net cash effect of assets and liabilities not included in acquisition.............. 1,109 52,474
--------- --------
Increase (decrease) in cash........................................................ (105,922) 74,422
Cash at beginning of period........................................................ 105,922 31,500
--------- --------
Cash at end of period.............................................................. $ -- $105,922
--------- --------
--------- --------
See notes to financial statements.
F-46
HEYDEN INCORPORATED
NOTES TO FINANCIAL STATEMENTS
DECEMBER 10, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Significant accounting policies followed by the Company in the preparation
of the accompanying financial statements are summarized below.
General:
Heyden Incorporated (the "Company") was in the principal business of sales
of customized products used primarily in sales promotions. The Company's
activities include the operations of promotions under which the Company operates
certain lines.
Inventory:
Inventory is stated at the lower of cost or market generally on the
first-in, first-out basis.
Depreciation:
Property and equipment are valued at cost. Assets are depreciated using the
accelerated method, generally three years for vehicles, five years for furniture
and fixtures, and computer equipment. Improvements to leased property are being
amortized over the estimated service lives of the improvements.
Cash and cash equivalents:
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments with an original maturity of three months or less
to be cash equivalents.
Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosures 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.
2. SALE OF ASSETS:
On December 10, 1998, substantially all of the assets and liabilities of
the Company with a net market value of approximately $225,000 were sold for cash
and notes totaling approximately $363,000 as follows:
Cash at closing--December 1998.................................................... $ 75,000
Note payable--due February 1999 plus interest at 8% per annum..................... 245,557
Note payable--due in 60 monthly installments of $705 plus interest at 8% per
annum........................................................................... 42,298
----------
$ 362,855
----------
----------
3. PRIOR LEASE OBLIGATION:
The Company was obligated under a lease for its production and warehouse
location.
The lease with extension expired November 30, 1998. The monthly rent
including escalation was $2,813 per month.
Rent expense, including escalation provisions, amounted to $30,427 and
$33,750 for the period ended December 10, 1998 and the year ended December 31,
1997, respectively.
F-47
PART II
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to "Management--Indemnification of Directors and
Officers" in the prospectus included in Part I.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered hereby. All amounts are
estimated except the Commission registration fee.
SEC registration fee.......................................... $ 3,840
Accounting fees and expenses.................................. 35,000
Printing and engraving expenses...............................
Legal fees and expenses....................................... 75,000
Miscellaneous fees and expenses...............................
--------
Total....................................................
--------
--------
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
The following securities have been sold by America's Shopping Mall, Inc. or
its predecessor, Advanced Medical Sciences, Inc. within the past three years
without registering the securities under the Securities Act:
(1) On March 9, 1999, Advanced Medical Sciences' Board of Directors sold
14,500,000 shares of its common stock to John L. Patten for $290,000
previously paid in cash. The sale was deemed to be exempt from
registration by virtue of Section 4(2) of the Securities Act as a
transaction not involving any public offering.
(2) On March 9, 1999, Advanced Medical Sciences' Board of Directors sold
3,750,000 shares of common stock to John L. Patten for $75,000 in cash.
The sale was deemed to be exempt from registration by virtue of
Section 4(2) of the Securities Act as a transaction not involving any
public offering.
(3) On March 9, 1999, Advanced Medical Sciences' Board of Directors sold
3,000,000 shares of common stock to Irwin Schneidmill, president and a
director of Advanced Medical Sciences, in consideration of $30,000 of
unpaid consulting fees due to him. The sale was deemed to be exempt
from registration by virtue of Section 4(2) of the Securities Act as a
transaction not involving any public offering.
(4) On May 11, 1999, Advanced Medical Sciences' Board of Directors sold
10,000,000 shares of common stock to Kathleen N. Patten for $200,000 in
cash. The offer and sale of securities was deemed to be exempt from
registration by virtue of Section 4(2) of the Securities Act as a
transaction not involving any public offering.
(5) Pursuant to an asset purchase agreement dated as of April 21, 1999
whereby America's Shopping Mall acquired the Deerskin and Joan Cook
catalog businesses, the purchase price of the acquired assets was paid
through the issuance of certain unregistered securities, including (a)
on May 1, 1999, the assumption by America's Shopping Mall of an 8%
subordinated debenture due May 1, 2003 of the seller in the principal
amount of $2,000,000 held by Pioneer Ventures Associates Limited
Partnership; (b) on May 21, 1999, the issuance of an 8% convertible
debenture due June 1, 2004 in the principal amount of $3,400,000 to
Deerskin Trading Post, Inc. which is secured by the customer list,
artwork, software and intellectual property purchased under the asset
purchase agreement; and (c) on May 21, 1999, the issuance of an 8%
convertible debenture due June 1, 2004 in the principal
II-1
amount of $100,000 to James T. Patten. The $3,500,000 8% convertible
debentures due June 1, 2004 are convertible into America's Shopping
Mall common stock at a conversion price of $5.50 per share. However, if
on or before December 31, 1999 America's Shopping Mall prepays to
Deerskin Trading Post, Inc. $400,000 of the principal amount of the
debenture held by it plus interest accrued to the date of such payment,
then the conversion price shall be increased from $5.50 to $6.00 per
share. The assumption and issuance of these debentures were deemed to
be exempt from registration by virtue of Section 4(2) of the Securities
Act as transactions not involving any public offering. The common
shares underlying the convertible debentures are being registered
herewith.
(6) On May 20, 1999, America's Shopping Mall through its wholly-owned
subsidiary, The Remarkable Group, Inc. purchased all of the outstanding
stock of Creadis Promotions, Inc. America's Shopping Mall paid $400,000
cash and issued 700,000 shares of common stock on May 20, 1999 to two
of Creadis Promotions' former shareholders for their interests. The
shares were issued in a private placement and were deemed to be exempt
from registration by virtue of Section 4(2) of the Securities Act as a
transaction not involving any public offering.
(7) On June 3, 1999, America's Shopping Mall through its wholly-owned
subsidiary, The Remarkable Group, Inc. purchased all of the outstanding
stock of Dynamic Products Corp. America's Shopping Mall issued an
aggregate 240,000 shares of common stock on June 3, 1999 to thirteen of
Dynamic Products' former shareholders for their interests. The shares
were issued in a private placement and were deemed to be exempt from
registration by virtue of Section 4(2) of the Securities Act as a
transaction not involving any public offering.
(8) On May 21, 1999, America's Shopping Mall completed a $4,200,000
financing. Pursuant to the terms of the transaction, America's Shopping
Mall issued the following unregistered securities to Pioneer Ventures
Associates Limited Partnership: (a) 10,000 shares of Series A Senior
Convertible Preferred Stock, $.001 par value per share; and (b)
1,000,000 warrants each of which will entitle the holder thereof to
purchase one share of America's Shopping Mall common stock at $4.50 per
share at any time until May 21, 2004. The Series A Senior Convertible
Preferred Stock is currently convertible into 1,200,000 shares of
America's Shopping Mall common stock. At the closing, America's
Shopping Mall paid an investment banking fee of $105,000 to Ventures
Management Partners LLC, the general partner of Pioneer Ventures
Associates Limited Partnership and a $5,000 non-accountable expense
allowance to Ventures Management Partners LLC for its out-of-pocket
expenses incurred in connection with the transaction. The issuance of
the Series A Senior Convertible Preferred Stock and the warrants were
deemed to be exempt from registration by virtue of Section 4(2) of the
Securities Act as a transaction not involving any public offering. The
common shares underlying the Series A Senior Convertible Preferred
Stock and the warrants are being registered herewith.
(9) On July 14, 1999, Advanced Medical Sciences merged into America's
Shopping Mall. Pursuant to the terms of the Amended and Restated Plan
of Merger dated June 24, 1999, each share of common stock of Advanced
Medical Sciences issued and outstanding immediately prior to the
effective time of the merger was converted into one-thirtieth (1/30) of
a share of common stock of America's Shopping Mall. No fractional
shares of common stock were issued as a result of the merger and all
fractional shares were rounded to the next larger whole number.
America's Shopping Mall intended that this transaction would constitute
an exchange of its common stock with Advanced Medical Sciences'
shareholders exclusively where no commission or other remuneration was
paid or given directly or indirectly for soliciting such exchange, and
that, therefore, the securities issued would constitute exempt
securities under Section 3(a)(9) of the Securities Act. America's
Shopping Mall has been advised by its counsel, however, that such
exemption was not then available to it by reason of the requirements
contained in Rule 145. America's Shopping Mall has no other basis to
claim exemption from registration for this transaction. In order to
rectify this inadvertent error, America's Shopping Mall is registering
all of its issued and outstanding shares of common stock as well as all
of the shares of its common stock which may be issued pursuant to
conversion of convertible securities or the exercise of warrants
II-2
previously issued. No proceeds will be received by America's Shopping
Mall upon any subsequent sales (if any) of its common stock registered
hereunder, but it may realize up to $4,500,000 if all of the 1,000,000
warrants issued by it (see item 8 above) are exercised.
ITEM 27. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------------------------------------------------------------------------------------------
2.1 -- Asset Purchase Agreement dated as of April 21, 1999, between Advanced Medical Sciences, Inc. and
Deerskin Trading Post, Inc.
2.2 -- Stock Purchase Agreement dated as of May 1, 1999, among Remarkable Acquisition Corp., Irwin
Schneidmill and Kathleen Patten for the purchase of all of the issued and outstanding capital stock
of Creadis Promotions, Inc.
2.3 -- Stock Purchase Agreement dated as of May 1, 1999, among Remarkable Acquisition Corp., and the selling
shareholders of Dynamic Products Corp for the purchase of all of the issued and outstanding capital
stock of Dynamic Products Corp.
2.4 -- Amended and Restated Plan of Merger dated as of June 24, 1999, between Advanced Medical Sciences,
Inc. and America's Shopping Mall, Inc.
3.1 -- Articles of Incorporation of America's Shopping Mall, Inc., as filed with the Secretary of State of
the State of Nevada on May 4, 1999.
3.2 -- Articles of Amendment of the Articles of Incorporation of America's Shopping Mall, Inc., as filed with
the Secretary of State of the State of Nevada on May 21, 1999.
3.3 -- Articles of Merger of Advanced Medical Sciences, Inc. and America's Shopping Mall, Inc., as filed with
the Secretary of State of the State of Nevada on July 14, 1999.
3.4 -- Composite copy of Articles of Incorporation of America's Shopping Mall, Inc., as amended.
3.5 -- By-laws of America's Shopping Mall, Inc.
4.1 -- Investment Agreement dated as of May 21, 1999, between Pioneer Ventures Associates Limited
Partnership and America's Shopping Mall, Inc for purchase of 10,000 shares of Series A Senior
Convertible Preferred Stock.
4.2 -- Certificate of Designation of the Series A Senior Convertible Preferred Stock of America's Shopping
Mall, Inc.
4.3 -- $3,400,000 Convertible Debenture due May 1, 2004 to Deerskin Trading Post, Inc. from Advanced Medical
Sciences, Inc., dated May 21, 1999.
4.4 -- $100,000 Convertible Debenture due May 1, 2004 to James T. Patten from America's Shopping Mall, Inc.,
dated May 21, 1999.
4.5 -- Amendment, dated July 22, 1999 to $3,400,000 Convertible Debenture due May 1, 2004.
4.6 -- $2,000,000 Subordinated Debenture due May 1, 2003 to Pioneer Ventures Associates Limited Partnership
from America's Shopping Mall, Inc., dated May 1, 1999.
4.7 -- Warrant to purchase 1,000,000 shares of common stock to Pioneer Ventures Associates Limited
Partnership from America's Shopping Mall, Inc., dated May 21, 1999.
*5.1 -- Opinion of Emmet, Marvin & Martin, LLP.
9.1 -- Voting and Shareholders Agreement dated as of May 21, 1999 by and among Advanced Medical Sciences,
Pioneer Ventures Associates Limited, and certain shareholders of Advanced Medical Sciences, Inc.
10.1 -- Employment Agreement dated as of May 1, 1999 between America's Shopping Mall, Inc. and Irwin
Schneidmill.
II-3
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------------------------------------------------------------------------------------------
10.2 -- Assignment and Assumption Agreement, dated as of May 21, 1999, among Initio, Inc., America's Shopping
Mall, Inc. and Pioneer Ventures Associates Limited Partnership.
10.3 -- Assignment and Assumption Agreement, dated May 21, 1999, between Deerskin Trading Post, Inc. and
America's Shopping Mall, Inc.
10.4 -- Indenture of Lease, dated May 21, 1999, between Deerskin Trading Post, Inc. and America's Shopping
Mall, Inc.
10.5 -- Lease, dated September 22, 1999, between Whitney Associates and America's Shopping Mall, Inc. (2,708
square feet).
10.6 -- Lease, dated September 22, 1999, between Whitney Associates and America's Shopping Mall, Inc. (7,635
square feet).
11.1 -- Statement regarding computation of per share earnings.
21.1 -- Subsidiaries of the registrant.
23.1 -- Consent of Arthur Yorkes & Company.
23.2 -- Consent of Smallberg Sorkin & Company, LLP.
*23.3 -- Consent of Emmet, Marvin & Martin, LLP.
24.1 -- Powers of Attorney. See Signatures on page II-5.
27 -- Financial Data Schedule.
- ------------------
* To be filed by amendment.
ITEM 28. UNDERTAKINGS
Rule 415
America's Shopping Mall, Inc. will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
II-4
COMMISSION POLICY ON INDEMNIFICATION
Reference is made to "Management--Indemnification of Directors and
Officers" in the prospectus included in Part I.
Rule 430A
America's Shopping Mall, Inc. will:
(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by us under Rule 424(b)(1), or (4) or 497(h)
under the Securities Act as part of this registration statement as of
the time the Commission declared it effective.
(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the
initial bona fide offering of those securities.
II-5
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of New York
State of New York on December 10, 1999.
AMERICA'S SHOPPING MALL, INC.
By:/s/ IRWIN SCHNEIDMILL
---------------------------------
Irwin Schneidmill
President
Each person whose signature appears below constitutes and appoints Irwin
Schneidmill, as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, in his name, place and stead, in any and all
capacities, to sign any or all further amendments (including post-effective
amendments) to this Registration Statement (and any additional Registration
Statement related hereto permitted by Rule 462(b) promulgated under the
Securities Act of 1933 (and all further amendments, including post-effective
amendments, thereto)), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------------------- -------------------
/s/ IRWIN SCHNEIDMILL Director; Chief Executive Officer December 10, 1999
- ------------------------------------------
Irwin Schneidmill
/s/ DENNIS J. MCNANY Director: Chief Financial Officer December 10, 1999
- ------------------------------------------
Dennis J. McNany
/s/ CHASE CARO Director December 10, 1999
- ------------------------------------------
Chase Caro
/s/ JOHN FERRARO Director December 10, 1999
- ------------------------------------------
John Ferraro
/s/ ROBERT W. TRAUSE Director December 10, 1999
- ------------------------------------------
Robert W. Trause
/s/ RICHARD TRUZZOLINO Director December 10, 1999
- ------------------------------------------
Richard Truzzolino
II-6
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF DOCUMENT PAGE NO.
- ------ ----------------------------------------------------------------------------------------------- -----------
2.1 -- Asset Purchase Agreement dated as of April 21, 1999, between Advanced Medical Sciences,
Inc. and Deerskin Trading Post, Inc.
2.2 -- Stock Purchase Agreement dated as of May 1, 1999, among Remarkable Acquisition Corp.,
Irwin Schneidmill and Kathleen Patten for the purchase of all of the issued and
outstanding capital stock of Creadis Promotions, Inc.
2.3 -- Stock Purchase Agreement dated as of May 1, 1999, among Remarkable Acquisition Corp., and
the selling shareholders of Dynamic Products Corp for the purchase of all of the issued
and outstanding capital stock of Dynamic Products Corp.
2.4 -- Amended and Restated Plan of Merger dated as of June 24, 1999, between Advanced Medical
Sciences, Inc. and America's Shopping Mall, Inc.
3.1 -- Articles of Incorporation of America's Shopping Mall, Inc., as filed with the Secretary
of State of the State of Nevada on May 4, 1999.
3.2 -- Articles of Amendment of the Articles of Incorporation of America's Shopping Mall, Inc.,
as filed with the Secretary of State of the State of Nevada on May 21, 1999.
3.3 -- Articles of Merger of Advanced Medical Sciences, Inc. and America's Shopping Mall, Inc.,
as filed with the Secretary of State of the State of Nevada on July 14, 1999.
3.4 -- Composite copy of Articles of Incorporation of America's Shopping Mall, Inc., as amended.
3.5 -- By-laws of America's Shopping Mall, Inc.
4.1 -- Investment Agreement dated as of May 21, 1999, between Pioneer Ventures Associates
Limited Partnership and America's Shopping Mall, Inc for purchase of 10,000 shares of
Series A Senior Convertible Preferred Stock.
4.2 -- Certificate of Designation of the Series A Senior Convertible Preferred Stock of
America's Shopping Mall, Inc.
4.3 -- $3,400,000 Convertible Debenture due May 1, 2004 to Deerskin Trading Post, Inc. from
Advanced Medical Sciences, Inc., dated May 21, 1999.
4.4 -- $100,000 Convertible Debenture due May 1, 2004 to James T. Patten from America's Shopping
Mall, Inc., dated May 21, 1999.
4.5 -- Amendment, dated July 22, 1999 to $3,400,000 Convertible Debenture due May 1, 2004.
4.6 -- $2,000,000 Subordinated Debenture due May 1, 2003 to Pioneer Ventures Associates Limited
Partnership from America's Shopping Mall, Inc., dated May 1, 1999.
4.7 -- Warrant to purchase 1,000,000 shares of common stock to Pioneer Ventures Associates
Limited Partnership from America's Shopping Mall, Inc., dated May 21, 1999.
*5.1 -- Opinion of Emmet, Marvin & Martin, LLP.
9.1 -- Voting and Shareholders Agreement dated as of May 21, 1999 by and among Advanced Medical
Sciences, Pioneer Ventures Associates Limited, and certain shareholders of Advanced
Medical Sciences, Inc.
10.1 -- Employment Agreement dated as of May 1, 1999 between America's Shopping Mall, Inc. and
Irwin Schneidmill.
10.2 -- Assignment and Assumption Agreement, dated as of May 21, 1999, among Initio, Inc.,
America's Shopping Mall, Inc. and Pioneer Ventures Associates Limited Partnership.
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF DOCUMENT PAGE NO.
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10.3 -- Assignment and Assumption Agreement, dated May 21, 1999, between Deerskin Trading Post,
Inc. and America's Shopping Mall, Inc.
10.4 -- Indenture of Lease, dated May 21, 1999, between Deerskin Trading Post, Inc. and America's
Shopping Mall, Inc.
10.5 -- Lease, dated September 22, 1999, between Whitney Associates and America's Shopping Mall,
Inc. (2,708 square feet).
10.6 -- Lease, dated September 22, 1999, between Whitney Associates and America's Shopping Mall,
Inc. (7,635 square feet).
11.1 -- Statement regarding computation of per share earnings.
21.1 -- Subsidiaries of the registrant.
23.1 -- Consent of Arthur Yorkes & Company.
23.2 -- Consent of Smallberg Sorkin & Company, LLP.
*23.3 -- Consent of Emmet, Marvin & Martin, LLP.
24.1 -- Powers of Attorney. See Signatures on page II-5.
27 -- Financial Data Schedule.
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* To be filed by amendment.
