UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2003
[OR]
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________ .
Commission File Number: 000-30264
ACOLA CORP.
(Name of Small Business Issuer in its Charter)
DELAWARE 11-3177042
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification No.)
250 RIVERSIDE DRIVE SUITE 51
NEW YORK, NY 10025
(Address of principal executive offices) (Zip Code)
(212) 666-3399
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
Registrant's revenues for the fiscal year ended June 30, 2003 totaled $ 0.
The aggregate market value of the voting and non-voting stock held by
nonaffiliates of the registrant, based on the last sales price as quoted
by the OTC Electronic Bulletin Board on August 27, 2003 was $154,055. As
of September 22, 2003 the registrant had 41,855,050 shares of common stock
Transitional Small Business Disclosure Format. [ ] Yes [X] No.
ACOLA CORP.
ANNUAL REPORT ON FORM 10-KSB
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. DESCRIPTION OF BUSINESS......................................... 3
ITEM 2. DESCRIPTION OF PROPERTIES....................................... 4
ITEM 3. LEGAL PROCEEDINGS............................................... 4
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............. 4
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS........ 5
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS...... 5
ITEM 7. FINANCIAL STATEMENTS............................................ 8
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE................................. 17
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ...... 18
ITEM 10. EXECUTIVE COMPENSATION........................................... 19
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT... 19
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................... 20
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................. 20
ITEM 14. CONTROLS AND PROCEDURES.......................................... 21
PART I.
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Form 10-KSB for Acola Corp.
discuss future expectations, contain projections of results of operation or
financial condition or state other forward-looking information. They often
include words such as believe, expect, anticipate, intend or plan or words with
similar meaning or conditional verbs such as will, would, should or may. Acola
Corp. wishes to caution readers not to place reliance on any forward-looking
statements as these statements are subject to known and unknown risks,
uncertainties, and other factors that could cause the actual results to differ
materially from those contemplated by the statements. The forward-looking
information is based on various factors and is derived using numerous
assumptions. Important factors that may cause actual results to differ from
projections include, for example:
o acts or threats of war, terrorism and the effects of such acts or
threats on the Company, its employees, debtors, customers and vendors
as well as the local economy;
o the success or failure of management's efforts to implement their
business strategy;
o the ability to raise sufficient capital to meet operating requirements;
o the ability to compete with major established companies;
o the effect of changing economic conditions;
o the ability to operate with minimal cash, deficit working capital and
no operations;
o the ability to resolve significant commitments and contingent
liabilities;
o the ability to develop profitable operations;
o the ability to locate a merger partner and negotiate a reverse merger;
o the ability to assimilate acquisitions in a profitable manner;
o the ability to attract and retain quality employees; and
o other risks, which may be described in future filings with the SEC.
ACOLA CORP. does not undertake, and specifically disclaims any
obligation to publicly release the results of any revisions which may be made
to any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements,
except for Acola's ongoing obligation to disclose material information as
required by the Federal Securities laws. All subsequent written and oral
forward looking statements attributable to the Company or persons acting
on its behalf are expressly qualified in this entirety by the applicable
cautionary statements.
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
OVERVIEW
ACOLA Corp, (OTCBB.ACAC), a Delaware corporation, was initially formed to
attempt to distribute an anticancer drug in Mexico. The Company failed to
raise enough capital to obtain the exclusive distribution rights to the drug.
The Company now has no business. More importantly though, the Company has no
cash, working capital or access to the debt and equity markets. Consequently,
the Company is insolvent for all practical purposes and
remains a reporting Company as a result of certain officers and shareholders
of the Company providing sufficient funding to pay for a limited amount of the
Company's expenses. There are no formal agreements or contracts requiring
these individuals to continue this funding. The Company has retained an
investment banker, Keating Investments, LLC, to use its best efforts to find
an appropriate reverse merger partner for the Company.
HISTORY
ACOLA CORP. was formerly MegaChain.com Ltd. "MegaChain" or the
"Company" was originally incorporated as EC Capital Ltd. ("EC"), in the
State of Delaware on September 10, 1993. In October 1995, the Company
completed a public offering of 1,100,000 shares of common stock and
received net proceeds of approximately $472,000.
In September 1996, the Company acquired Northern Lights Software,
Ltd., a New York Corporation that provided training and consulting services
to SQL Server Databases ("Northern NY"), by issuing 8,000,000 shares of its
common stock in exchange for 7,000,000 issued and outstanding shares of
Northern NY.
The Company then split its outstanding shares on a two-for-one
basis and changed its name to Northern Lights Software Ltd. In the first half
of 1997 Northern NY ceased operations due to under capitalization and
significant losses from cost overruns. Northern NY remains inactive to date.
In September 1997 the Company changed its name to Formquest
International Ltd. Formquest acted as a holding company and never had any
operations. In February 1999, Formquest disposed of the assets of its
subsidiary, Northern Lights Software Ltd. to an entity controlled by a
principal stockholder, Mr. John Formicola, for the assumption of liabilities
in the amount of $463,593.
In February, 1999 the Company acquired all of the issued and
outstanding shares of 573795 BC Ltd. ("573795"), a company incorporated in
October of 1998 and organized under the laws of the Province of British
Columbia, Canada by issuing 6,000,000 common shares to 573795's shareholders.
Messrs Bill and Tom Lavin were the sole shareholders of 573795. Subsequent
to the acquisition Messrs Lavin and Lavin owned approximately 46 percent of
the issued and outstanding stock of Formquest.
In April, 1999, the Company completed the sale of 2,000,000
shares of common stock at a price of $0.50 per share resulting in net
proceeds of $958,000. The Company also changed its name to MegaChain.com
Ltd.
In August, 1999, the shareholders authorized an additional
10,000,000, $0.0001 par value common shares as well as the creation of
5,000,000, $0.0001 par value preferred shares without attributes.
Effective as of December 28, 2000, the Company implemented
a 1 for 20 reverse split of its common stock and began trading under the
new stock symbol, "MGCC".
Effective as of June 26, 2001, the Company implemented a 1
for 4 reverse split of its common stock and began trading under the new
stock symbol, "MGCA".
On October 12, 2001, the Company completed a reverse merger
transaction and changed its name to Acola Corp and subsequently began
trading under the new stock symbol "ACAC".
On October 16, 2002, Messrs. Robert B. Dillon, Samuel M. Skipper, and
Michael G. Wirtz and other shareholders of the Company settled disputes
with Donald E. Baxter, MD by transferring approximately 82% of the
outstanding Common Stock, and 97% of the votes, of the Company to
Global Investment Alliance Inc. ("Global"). Dr. Baxter owns a majority
of the shares of Global. Dr. Baxter, James N. Baxter and Hon. Jerry W.
Baxter were elected as Directors of the Company and Dr. Baxter became
Chairman of the Board and James Baxter became President of the
Company. Dr. Baxter, an orthopedic surgeon and sports physician, James
Baxter, an investment banker and securities attorney, and Jerry Baxter,
a Judge in Superior Court of Fulton County Georgia, are brothers. On
December 17, 2002 Richard A. Evans, MD, a cancer specialist, board
certified surgeon and author, was elected a Director of the Company.
As part of the settlement, Messrs. Dillon, Skipper and Wirtz and other
shareholders forgave all claims against the Company.
After this change of control, new management negotiated compromises with
various creditors,settled pending lawsuits, and Dr. Baxter purchased the
Company's restricted stock in Ozelle Pharmaceuticals, Inc. for $60,000.
Thus the Company has progressed from being deeply insolvent to its current
condition with a small positive net worth.
PERSONNEL
As of June 30, 2003, Acola had no employees.
ITEM 2. DESCRIPTION OF PROPERTIES
Acola Corp. owns no real property and currently has no
office space under lease.
ITEM 3. LEGAL PROCEEDINGS
In August 2000 the Company received a letter from an attorney
advising that there is an Order, dated March 10, 1998, for Entry
of Default Judgment in the District Court of Boulder, Colorado
against Northern Lights Software, Ltd. (a Delaware corporation and
a predecessor of the Company) in favor of two alleged former
employees of Northern Lights Software, Ltd. (a New York corporation
which was a subsidiary of Northern Lights Software (Delaware) Ltd.) in
the total amount of $74,887. The judgment was apparently for alleged
unpaid wages. The Company believes that the Colorado lawsuit was
brought against the wrong corporation and that the default judgment
was erroneously issued in violation of Colorado statutes, as
interpreted by the Colorado Supreme Court. Based upon a review of
the record in the case, management believes that it would be an
error for any court to enforce the default judgment, and the Company
plans to mount a vigorous defense against any effort to enforce the
judgment against the Company.
Other than that stated above, to the best knowledge of the Officers
and Directors of the Company, neither the Company nor any of its Officers
or Directors is a party to any material legal proceeding or litigation and
such persons know of no other material legal proceeding or litigation
contemplated or threatened. Other than that stated above, there are no
judgments against the Company or its Officers or Directors. None of the
Officers or Directors has been convicted of a felony or misdemeanor relating
to securities or performance in corporate office.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common shares are eligible for quotation on the OTC
Electronic Bulletin Board under the symbol "ACAC". The Company began trading
under "ACAC" on October 22, 2001. Previously the Company traded under the
symbol "MGCA". The nature of the market for common stocks on the OTC Bulletin
Board is limited, sporadic and highly volatile and the absence of an active
market may have an effect upon the high and low prices as reported. The
following table sets forth the high and low bid prices per share of the
common stock for the periods indicated as reported by the OTC Bulletin Board.
These prices reflect inter-dealer prices, without retail mark-ups, mark-downs
or commissions, and may not necessarily represent actual transactions.
FISCAL 2003 HIGH LOW
----------- ---- ---
First Quarter $ 0.09 $ 0.03
Second Quarter $ 0.03 $ 0.005
Third Quarter $ 0.025 $ 0.008
Fourth Quarter $ 0.04 $ 0.01
FISCAL 2002 HIGH LOW
----------- ---- ---
First Quarter $ 1.00 $ 0.10
Second Quarter $ 7.50 $ 0.05
Third Quarter $ 0.24 $ 0.12
Fourth Quarter $ 0.24 $ 0.035
As of August 27, 2003, the Company had 71 holders of its common
stock of record.
It is the Company's current policy not to pay cash dividends and
to retain future earnings, if any, to support growth. Any payment of cash
dividends in the future will be dependent upon the amount of funds available.
Acola does not anticipate paying any cash dividends in the foreseeable future,
because the Company has not earned any profits, nor does the Company have any
working capital or cash with which to pay dividends. To date, the Company has
not paid cash or other dividends on its common stock.
SALES OF UNREGISTERED SECURITIES
During the year ended June 30, 2003, the Company issued no
unregistered shares of its common stock.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
On October 12, 2001, MegaChain.com Ltd. and Acola Corp., a
Delaware corporation ("Acola"), completed the transactions contemplated
by the Agreement and Plan of Reorganization (the "Agreement") dated
September 18, 2001, pursuant to which MegaChain.com Ltd. acquired
100% of the equity interests in Acola with Acola changing its name to
MCGL Acquisition Corp. and continuing as a wholly-owned subsidiary
of the Company. The reorganization was completed by the issuance of
15,000,000 shares (in excess of a majority) of the MegaChain.com Ltd.
common stock, 100 shares of Series A Preferred Stock, 150,000 shares of
Series B Preferred Stock and the payment of $280,000 to the Stockholders
of MegaChain in exchange for 100% of the equity interests of Acola.
MegaChain.com Ltd. then changed its name to Acola Corp. ("Acola Corp.")
after completion of the reorganization process.
Acola accounted for the acquisition as a reverse acquisition
of MegaChain under the purchase method of accounting. Consequently, the
historical financial statements of Acola prior to the acquisition have
become the financial statements of the Company, and the results of
operations of MegaChain have been combined with Acola effective with the
acquisition. As a result of the acquisition, the former equity holders
of Acola owned approximately 99.9% of the voting stock of the Company,
changed its name to Acola Corp. The acquisition did not require the
approval of the stockholders of the Company and the name change was
previously approved by the Company's stockholders.
As provided for in the Agreement, upon completion of the
transaction, Robert B. Dillon was appointed as the new President, Chief
Executive Officer and director and Samuel M. Skipper as the new Chairman
of the Board, Secretary and director. The previous officers and directors
resigned. On April 10, 2002, Samuel M. Skipper resigned as Chairman of the
Board and as Director. He has been replaced by Michael G. Wirtz.
On October 9, 2001 an amended Form S-8 was filed by
MegaChain.com, Ltd. registering 4,500,000 shares of the Company's common
stock ($.0001 par value) valued at $270,000 pursuant to Consulting
Agreements. Additionally, one of the Company's consultants purchased
1,150,000 shares of Acola common stock for $375,000. As an element of
the acquisition financing, Skipper and Dillon pledged their shares to
this consultant, the exercise of which contingency occurred in
2002 and resulted in a change of control in the Company.
On November 26, 2001 the Company adopted Restated Bylaws
and Restated Certificate of Incorporation of the Company. The Restated
Certificate resulted in a change of the Certificate of Incorporation of
the Company that (i)increased the par value of shares of common stock
of the Company from $.0001 to $.001, (ii) increased the number of shares
of common stock the Company is authorized to issue from 30,000,000 to
100,000,000, (iii) increased the par value of shares of preferred stock
of the Company from $.0001 to $.001 and (iv)authorized the issuance of
5,000,000 shares of Class B common stock, par value $.001 per share.
This allowed the holders of the Company's Class B preferred
stock to automatically convert each one of their Class B preferred
shares into 100 shares of common stock. The preferred stock was
authorized because of the limitations on the number of issued and
reserved shares of Acola common stock.
On October 16, 2002, Messrs. Robert B. Dillon, Samuel M. Skipper, and
Michael G. Wirtz and other shareholders of the Company settled disputes
with Donald E. Baxter, MD by transferring approximately 82% of the
outstanding Common Stock, and 97% of the votes, of the Company to
Global Investment Alliance Inc. ("Global"). Dr. Baxter owns a majority
of the shares of Global. Dr. Baxter, James N. Baxter and Hon. Jerry W.
Baxter were elected as Directors of the Company and Dr. Baxter became
Chairman of the Board and James Baxter became President of the
Company. Dr. Baxter, an orthopedic surgeon and sports physician, James
Baxter, an investment banker and securities attorney, and Jerry Baxter,
a Judge in Superior Court of Fulton County Georgia, are brothers. On
December 17, 2002 Richard A. Evans, MD, a cancer specialist, board
certified surgeon and author, was elected a Director of the Company.
As part of the settlement, Messrs. Dillon, Skipper and Wirtz and other
shareholders forgave all claims against the Company.
After this change of control, new management negotiated compromises with
various creditors,settled pending lawsuits, and Dr. Baxter purchased
the Company's restricted stock in Ozelle Pharmaceuticals, Inc. for
$60,000. Thus the Company has progressed from being deeply insolvent
to its current condition with a small positive net worth.
On January 10, 2003 an amended Form S-8 was filed by the Company
registering up to 5,194,950 shares of the Company's Common Stock,
Class A ($.001 par value)valued at $77,924 for issuance to Directors and
consultants pursuant to the Company's Directors and Employees Stock Award
Plan. Following the January 14, 2003 issuance of 4,950,000 shares of the
Company's Class A Common Stock to Directors and consultants, the
Company's accounts payable liability was substantially reduced. The
Company's Directors receive no cash compensation.
Going Concern Considerations
The accompanying financial statements have been prepared on a going
concern basis which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of
business. The Company has suffered recurring losses from operations of
approximately $3.6 million and at March 31, 2003 has minimal working
capital and cash of only $5,020. These factors, among others, strongly
suggest the Company will not remain in business or continue as a going
concern, unless it can negotiate a merger. At this time, the Company
does not have adequate cash, working capital or capacity to borrow or
raise additional equity capital with which to remain in business.
The balance sheet does not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts
and classifications of liabilities that might be necessary in the event
the Company cannot continue in existence.
Although prior management attempted to secure an exclusive
distributorship in Mexico for Anvirzole(TM), it was unable to secure
adequate capital to make necessary initial royalty payments, so the
Company lost the distributorship. Therefore, the Company will
probably need to negotiate a merger with a viable other business in
order to continue in business.
FISCAL YEAR ENDED JUNE 30, 2003 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2002
Revenue:
The Company did not earn any revenue during the years ended June 30, 2003
and June 30, 2002.
Cost of Revenue:
There was no cost of revenue in fiscal 2003 and 2002.
Professional Fee Expenses: Professional fee expenses for the years ended June
30, 2003 and 2002 were $13,429 and $63,814 respectively, a decrease of
$50,385. This decrease was due in part to the Company's lack of operations
and activity during 2003.
Selling and Marketing Expenses: Selling and Marketing expenses for the year
ended June 30, 2003 and 2002 were $0 and $16,156, respectively, a decrease
of $16,156. This decrease was due primarily to the Company's elimination of
sales and marketing activities in 2002.
Management Fee Expenses: Management fee expenses for the year ended June 30,
2003 were $0 and $14,351, a decrease of $14,351 from the year ended June 30,
2002. There has been no management fee agreement since early 2002.
General and Administrative Expenses: General and administrative expenses for
the year ended June 30, 2003 and 2002 were $24,579 and $145,506, respectively,
a decrease of $120,927 from the year ended June 30, 2002. The decrease was
due primarily because the Company was not conducting any business in 2003.
Consulting fees relating to the reverse merger and acquisition and the
expensing of prepaid software development costs due to the disposition of
the assets amounted to $7,427 in fiscal 2002.
Other Income:
Other income for the year ended June 30, 2003 was $ 73,709, compared to an
other loss of $175,368 in the year ended June 30, 2002. The other loss
in the year ended June 30, 2002 included a gain of the exchange of the
Company's software for accounts payable owed to a related party
and a settlement with a former director of the Company relating to his
indemnification agreement, as well as losses on a writeoff of computer
equipment and a loss of market value of Ozelle Common Stock. The other
income in the year ended June 30, 2003 was primarily the one-time profit
on the sale of Ozelle Common Stock to a related party.
The Company has a judgment against it relating to former employees of a
subsidiary of Northern Lights Software, Ltd., a Delaware corporation (a
predecessor of the Company), who allege they are due salary payments.
(See Litigation above.)
FORWARD LOOKING INFORMATION
This report on Form 10-KSB includes "forward-looking statements"
within the meaning of SECTION 27A of the Securities Act of 1933 and SECTION
21E of the Securities Exchange Act of 1934. These forward-looking statements
may relate to such matters as anticipated financial performance, future
revenues or earnings, business prospects, projected ventures, new products
and services,anticipated market performance and similar matters. The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. To comply with the terms of the safe harbor, we
caution readers that a variety of factors could cause our actual results
to differ materially from the anticipated results or other matters expressed
in our forward-looking statements. These risks and uncertainties, many of
which are beyond our control, include (i) the sufficiency of our existing
capital resources and our ability to raise additional capital to fund cash
requirements for future operations,(ii)volatility of the stock market,
particularly within the pharmaceutical sector,and the ability to use our
capital stock as a currency for acquisitions, and (iii) general economic
conditions. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, they may prove to be incorrect.
We cannot guarantee any future results, levels of activity,
performance or achievements. Except as required by law, we undertake no
obligation to update any of the forward-looking statements in this Form
10-KSB after the date of this report.
ITEM 7. FINANCIAL STATEMENTS
Management of ACOLA CORP. is responsible for the information and
representations contained in this report. The financial statements have
been prepared in conformity with generally accepted accounting principles
in the United States and include some amounts based on our best estimates
and judgments. Other financial information in this report is consistent
with these financial statements.
The Audit Committee, consisting of Judge Baxter and Dr. Evans, is
responsible for recommending to the Board of Directors the appointment of the
independent accountants and reviews with the independent accountants and
management, the scope and the results of the annual audit, the effectiveness
of the accounting control system and other matters relating to the financial
affairs of ACOLA CORP., as they deem appropriate. The independent accountants
have full access to the Committee, with and without the presence of
management,to discuss any appropriate matters.
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders of ACOLA CORP.
We have audited the accompanying consolidated balance sheets of
ACOLA CORP. and Subsidiaries as of June 30, 2003 and 2002 and the related
consolidated statements of operations, changes in shareholders' equity
(deficit) and cash flows for the years ended June 30, 2003 and 2002.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards in the United States. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the fiscal 2003 and 2002 consolidated financial
Statements referred to above present fairly, in all material respects, the
financial position of Acola Corp. and Subsidiaries at June 30, 2003 and 2002
and the results of its operations and its cash flows for the years then
ended, in conformity with generally accepted accounting principles in the
United States.
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
reflected in the accompanying financial statements and more fully discussed
in Note 1 to the financial statements, the Company's recurring losses from
operations, minimal working capital, and retained deficits raise substantial
doubt about its ability to continue as a going concern. Because the Company
does not have significant cash or other material liquid assets, nor an
established source of revenues sufficient to cover its operating expenses,
the Company will be required to obtain substantial additional financing or
capital or dramatically reduce operating expenses in order to continue as a
going concern. As of September 18, 2003, the date of this report, the
Company's sources of of equity or debt financing are severely limited. The
Company expects to continue to suffer losses and negative cash flows from
operations. If the Company is unable to continue as a going concern and
remain in business, assets now reflected on the accompanying consolidated
balance sheet, would be severely impaired resulting in significant charge
offs and declines in values coupled with an increase in contingent
liabilities resulting from the Company's inability to timely and adequately
service its debt and credit obligations as they become due.
/s/ HARPER & PEARSON COMPANY
Houston, Texas
September 18, 2003
ACOLA CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 2003 and 2002
2003 2002
ASSETS ------------------ -------------
CURRENT ASSETS
Cash and cash equivalents $ 5,020 $ 179
Account receivable-related party 8,000 -
Prepaid expenses 4,250 -
----------- -----------
Total Current Assets 17,270 179
Total Current Assets
Computer software- Net 274 -
OZELLE PHARMACEUTICALS INC. COMMON STOCK - 1
INTANGIBLE ASSETS - Net 10 10
---------- -----------
TOTAL ASSETS $ 17,554 $ 190
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 5,503 $ 138,467
Notes Payable-Shareholder and Other - 31,606
Due Related Party - 5,613
Note Payable-Related Party - 46,107
---------- ----------
TOTAL CURRENT LIABILITIES 5,503 221,793
---------- ----------
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY (DEFICIT)
PREFERRED STOCK; $.001 par value
5,000,000 shares authorized;
and no shares issued and outstanding - -
COMMON STOCK CLASS A; $.001 par value;
100,000,000 shares authorized; 39,755,050
shares issued and outstanding as of
June 30, 2003 and 34,805,050 shares
issued and outstanding as of June 30, 2002 39,755 34,805
COMMON STOCK CLASS B; Supervoting shares,
100 votes for each share, $.001 par
value; 2,000,000 shares authorized;
2,000,000 shares issued and
outstanding as of June 30, 2003 and 2002 2,000 2,000
ADDITIONAL PAID-IN CAPITAL 3,566,176 3,373,173
ACCUMULATED DEFICIT (3,595,880) (3,631,581)
----------- ----------
TOTAL STOCKHOLDERS'EQUITY(DEFICIT) 12,051 (221,603)
---------- - --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 17,554 $ 190
=========== ===========
See accompanying notes.
ACOLA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
---------------------
2003 2002
------- -------
EXPENSES
Professional fees $ 13,429 $ 63,814
Selling and marketing - 16,156
Management fee - 14,351
General and administrative expenses 24,579 145,506
--------- --------
38,008 239,827
--------- --------
LOSS FROM OPERATIONS (38,008) (239,827)
OTHER INCOME - Debt forgiveness 8,710 116,138
- Settlement 5,000 10,300
- Gain on sale of assets 59,999 -
INTEREST INCOME - 492
LOSS ON WRITEOFF OF ASSETS - (102,299)
LOSS IN MARKET VALUE OF SECURITIES - (199,999)
--------- ---------
Other Income or Loss 73,709 (175,368)
_______ ________
NET Income (LOSS) $ 35,701 $(415,195)
========= ==========
BASIC AND DILUTED Income (LOSS)
PER SHARE OF COMMON STOCK $ NIL $ (0.02)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 39,083,406 23,257,120
========== ==========
See accompanying notes.
ACOLA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
Accumulated
Class A Class B Additional Other
Common Common Paid-In Accumulated Comprehensive
Stock Stock Capital Deficit Income(Loss) Total
------ ------- ---------- ----------- -------------
---------
BALANCE AT
JUNE 30,2001 $31 $0 $3,227,770 $(3,219,051) $(9,235) $(485)
MERGER WITH ACOLA
CORP. (NET
OF 34,774 2,000 175,553 2,665 (2,665) 212,327
ACQUISITION PAYMENT)
RELEASE OF RELATED PARTY
DEBT FOR INTELLECTUAL
PROPERTY - - (30,150) - - (30,150)
NET LOSS FOR THE
YEAR ENDED
JUNE 30, 2002 - - - (415,195) - (415,195)
FOREIGN CURRENCY
TRANSLATION
ADJUSTMENT - - - - 11,900 11,900
TOTAL COMPREHENSIVE ---------
LOSS (403,295)
------ -------- ---------- ----------- --------- ---------
BALANCE AT
JUNE 30, 2002 34,805 2,000 3,373,173 (3,631,581) - (221,603)
NET INCOME FOR THE
YEAR ENDED
JUNE 30, 2003 - - - 35,701 - 35,701
ISSUANCE OF
4,950,000 shares
of COMMON STOCK
FOR SERVICES
PERFORMED 4,950 - 26,050 - - 31,000
Release of
Related party
Debt - - 166,953 - - 166,953
------ -------- ---------- ----------- --------- ---------
BALANCE AT $39,755 $2,000 $3,566,176 $(3,595,880) $ - $ 12,051
JUNE 30, 2003 ======= ======== ========== ============ ========= ==========
See accompanying notes
ACOLA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
--------------------------
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 35,701 $(415,195)
Adjustments to reconcile net income (loss) to
net cash used in operating activities
Depreciation and amortization 23 -
Debt forgiveness income not providing cash - (116,138)
Loss on writeoff of assets not requiring cash - 102,299
Changes in assets and liabilities:
Receivables-related party (8,000) 3,857
Prepaid expenses (4,250) 21,000
Accounts payable and accrued expenses (132,964) 113,568
Due to former Director (5,613) -
Note due to former Director (46,107) -
--------- ---------
Net cash used in operating activities (161,210) (290,609)
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Website - (30,650)
Investment in Ozelle Pharmaceuticals, Inc. Common Stock - (200,000)
Loss of Market Value-Ozelle Common Stock 1 199,999
Investment in Trademark - (1,400)
Investment in MegaChain.com Ltd. acquisition - (280,000)
Investment in computer software (297) -
--------- ---------
Net cash used by investment activities (296) (312,051)
--------- ---------
CASH FLOW FROM FINANCING ACTIVITIES
MegaChain.com Ltd. Acquisition Adjustments - 470,487
Short term loans - 83,326
Issuance of Capital stock, Class A 4,950 -
Additional Paid In Capital 193,003 -
Note payable-shareholder and other (31,606) -
--------- ----------
Net cash provided by financing activities 166,347 553,813
--------- -------
FOREIGN CURENCY TRANSLATION ADJUSTMENT - 11,900
--------- --------
NET INCREASE (DECREASE) IN CASH 4,841 (36,947)
CASH - BEGINNING OF PERIOD 179 37,126
--------- -----------
CASH - END OF PERIOD $ 5,020 $ 179
========= =========
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Issuance of Common Stock for Prepaid Services $ 4,250 -
Accounts payable and accrued expenses
extinguishments not requiring cash $ 180,662 $257,070
Investment in Website acquired
through Accounts Payable - $ 76,294
See accompanying notes
ACOLA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Acola Corp. (the
"Company") and its wholly owned subsidiaries. All material intercompany
balances and intercompany transactions have been eliminated.
Going Concern Considerations
The accompanying financial statements have been prepared on a going
concern basis which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of
business. The Company has suffered recurring losses from operations of
approximately $3.6 million and at June 30, 2003 has minimal working
capital and cash of only $5,020. These factors, among others, strongly
suggest the Company will not remain in business or continue as a going
concern, unless it can negotiate a merger. At this time, the Company
does not have adequate cash, working capital or capacity to borrow or
raise additional equity capital with which to remain in business.
The balance sheet does not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts
and classifications of liabilities that might be necessary in the event
the Company cannot continue in existence.
Although prior management attempted to secure an exclusive
distributorship in Mexico for Anvirzole(TM), it was unable to secure
adequate capital to make necessary initial royalty payments, so the
Company lost the distributorship. Therefore, the Company will
probably need to negotiate a merger with a viable business in
order to continue in business.
The Company is now seeking a reverse merger partner. (See Note 10
"Recent Events".)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration of Credit Risk Involving Cash
The Company maintains its cash balances in a bank located in the United States.
These balances are insured up to $100,000 by the FDIC.
Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less to be cash equivalents.
Fair Value of Financial Instruments
Financial instruments consist of cash, receivables, and accounts payable. The
carrying amounts approximate fair value because of the short maturity of these
instruments.
Depreciation
The cost of computer software is depreciated over the estimated useful
lives of the related assets. Depreciation is computed using the straight line
and accelerated methods. Repair and maintenance costs are expensed as incurred.
Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the use of estimates based on
management's knowledge and experience. Accordingly, actual results could differ
from those estimates.
Income Taxes
The Company accounts for its income taxes under Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes," which
requires an asset and liability approach to financial accounting and reporting
for income taxes. Deferred income tax assets and liabilities are computed
annually for temporary differences between the financial statement and tax bases
of assets and liabilities that will result in taxable or deductible amounts in
the future based on enacted tax laws and rates applicable to the periods in
which the differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized. Income tax expense is the tax payable or
refundable for the period plus or minus the change during the period in deferred
tax assets and liabilities.
Earnings (Loss) Per Share
The Company follows SFAS No. 128, "Earnings Per Share" (EPS), which establishes
standards for computing and presenting EPS. Under this standard, Basic EPS is
computed based on weighted average shares outstanding and excludes any potential
dilution. Diluted EPS reflects potential dilution from the exercise or
conversion of securities into common stock or from other contracts to issue
common stock.
Basic earnings (loss) per share include the weighted average number of shares
outstanding during the year. Diluted earnings (loss) per share include the
weighted average number of shares outstanding and dilutive potential common
shares, such as warrants. There are no options or warrants. Therefore basic
and diluted earnings (loss) per share are the same at June 30, 2003 and 2002.
Comprehensive Income
The Company follows SFAS No. 130, "Reporting Comprehensive Income", which is a
more inclusive financial reporting methodology that includes disclosure of
certain financial information that historically has not been recognized in the
calculation of net income.
NOTE 3 - ORGANIZATION CHANGES AND MANAGEMENT PLANS
On October 16, 2002, Messrs. Robert B. Dillon, Samuel M. Skipper, and
Michael G. Wirtz and other shareholders of the Company settled disputes
with Donald E. Baxter, MD by transferring approximately 82% of the
outstanding Common Stock, and 97% of the votes, of the Company to
Global Investment Alliance Inc. ("Global"). Dr. Baxter owns a majority
of the shares of Global. Dr. Baxter, James N. Baxter and Hon. Jerry W.
Baxter were elected as Directors of the Company and Dr. Baxter became
Chairman of the Board and James Baxter became President of the
Company. Dr. Baxter, an orthopedic surgeon and sports physician, James
Baxter, an investment banker and securities attorney, and Jerry Baxter,
a Judge in Superior Court of Fulton County Georgia, are brothers. On
December 17, 2002 Richard A. Evans, MD, a cancer specialist, board
certified surgeon and author, was elected a Director of the Company.
As part of the settlement, Messrs. Dillon, Skipper and Wirtz and other
shareholders forgave all claims against the Company.
After this change of control, new management negotiated compromises with
various creditors,settled pending lawsuits, and Dr. Baxter purchased
the Company's restricted stock in Ozelle Pharmaceuticals, Inc. for $60,000.
Thus the Company has progressed from being deeply insolvent to its
current condition with a small positive net worth.
On January 10, 2003 an amended Form S-8 was filed by the Company
registering up to 5,194,950 shares of the Company's Common Stock, Class A
($.001 par value)valued at $77,924 for issuance to Directors and
consultants pursuant to the Company's Directors and Employees Stock Award
Plan. Following the January 14, 2003 issuance of 4,950,000 shares of the
Company's Class A Common Stock to Directors and consultants, the
Company's accounts payable liability was substantially reduced. The
Company's Directors receive no cash compensation.
The Company is seeking a reverse merger partner for the benefit of all
of the Company's shareholders and has retained an investment banker to assist
in this effort. See Note 10 "Recent Events". No specific merger
or acquisition has been agreed and there can be no assurance that a
transaction will be consummated.
NOTE 4 - INTANGIBLE ASSETS
The Company's only intangible asset is its trademark.
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses at June 30, 2003 amounted to $5,503,
including $3,000 which was satisfied by the subsequent issuance of Common
Stock to a consultant.
NOTE 6 STOCKHOLDERS EQUITY
Common Stock
On October 15, 2001, MegaChain.com Ltd. and Acola Corp., a Delaware
corporation ("Acola"), completed the transactions contemplated by the
Agreement and Plan of Reorganization (the "Agreement") dated September
18, 2001 and included in the September 30, 2001 Form 10-QSB, pursuant to
which MegaChain.com Ltd. acquired 100% of the equity interests in Acola
with Acola changing its name to MCGL Acquisition Corp. and continuing as
a wholly-owned subsidiary of the Company. The reorganization was
completed by the issuance of 15,000,000 shares (in excess of a majority)
of the MegaChain.com Ltd. common stock, 100 shares of Series A Preferred
Stock, 150,000 shares of Series B Preferred Stock and the payment of
$280,000 to the Stockholders of MegaChain in exchange for 100% of the
equity interests of Acola. MegaChain.com Ltd. then changed its name to
Acola Corp.("Acola Corp.") after completion of the reorganization process.
Acola has accounted for the acquisition as a reverse acquisition of
MegaChain under the purchase method of accounting. Consequently, the historical
financial statements of Acola prior to the acquisition have become the financial
statements of the Company, and the results of operations of MegaChain have been
combined with Acola effective with the acquisition. As a result of the
acquisition, the former equity holders of Acola now own approximately 99.9% of
the voting stock of the Company, which has changed its name to Acola Corp. The
acquisition did not require the approval of the stockholders of the Company and
the name change was previously approved by the Company's stockholders.
On October 9, 2001 an amended Form S-8 was filed by MegaChain.com,
Ltd. registering 4,500,000 shares of the Company's common stock ($.0001 par
value) valued at $270,000 pursuant to Consulting Agreements. Additionally, one
of the Company's consultants purchased 1,150,000 shares of Acola common stock
for $375,000. As an element of the acquisition financing, Sam Skipper and Robert
B. Dillon (majority shareholders of the Company) pledged their shares to this
consultant, the exercise of such contingency could cause a change of control in
the Company, subject to mutual agreement of all the parties.
On November 26, 2001 the Company adopted Restated Bylaws and
Restated Certificate of Incorporation of the Company. The Restated
Certificate resulted in a change of the Certificate of Incorporation of the
Company that (i)increased the par value of shares of common stock of the
Company from $.0001 to $.001, (ii) increased the number of shares of common
stock the Company is authorized to issue from 30,000,000 to 100,000,000,
(iii) increased the par value of shares of preferred stock of the Company
from $.0001 to $.001 and (iv)authorized the issuance of 5,000,000 shares
of Class B common stock, par value $.001 per share.
This allows for the holders of MegaChain.com Ltd. preferred
stock to automatically convert each one of their Class B preferred shares
into 100 shares of Acola Corp. Class A common stock. The MegaChain.com Ltd.
preferred stock was authorized because of the limitations on the number of
issued and reserved shares of MegaChain.com Ltd. common stock. The Company
also authorized the issuance of 1,000,000 shares of Acola Corp. Class B
common stock. The Acola Corp. Class B shares allow the holder of each share
100 votes on all matters considered by the common shareholders.
On January 10, 2003 an amended Form S-8 was filed by the Company
registering up to 5,194,950 shares of the Company's Common Stock, Class A
($.001 par value)valued at $77,924 for issuance to Directors and
consultants pursuant to the Company's Directors and Employees Stock Award
Plan. Following the January 14, 2003 issuance of 4,950,000 shares of the
Company's Class A Common Stock to Directors and consultants, the
Company's accounts payable liability was substantially reduced.
Stock Options and Warrants
As of June 30, 2003 and 2002, there were no outstanding options or warrants
to buy the Company's Common Stock.
NOTE 7 - LEGAL PROCEEDINGS
In August 2000 the Company received a letter from an attorney
advising that there is an Order, dated March 10, 1998, for Entry
of Default Judgment in the District Court of Boulder, Colorado
against Northern Lights Software, Ltd. (a Delaware corporation and
a predecessor of the Company) in favor of two alleged former
employees of Northern Lights Software, Ltd. (a New York corporation
which was a subsidiary of Northern Lights Software (Delaware) Ltd.) in the
total amount of $74,887. The judgment was apparently for alleged
unpaid wages. The Company believes that the Colorado lawsuit was
brought against the wrong corporation and that the default judgment
was erroneously issued in violation of Colorado statutes, as
interpreted by the Colorado Supreme Court. Based upon a review of
the record in the case, management believes that it would be an
error for any court to enforce the default judgment, and the Company
plans to mount a vigorous defense against any effort to enforce the
judgment against the Company.
Other than that stated above, to the best knowledge of the Officers and
Directors of the Company, neither the Company nor any of its Officers or
Directors is a party to any material legal proceeding or litigation and such
persons know of no other material legal proceeding or litigation contemplated
or threatened. Other than that stated above, there are no judgments against
the Company or its Officers or Directors.
Note 8 - INCOME TAXES
The Company has incurred losses since its inception and, therefore, has not
been subject to federal income taxes. The Company may be entitled to a net
operating loss ("NOL") carryforward for income tax purposes. Because U.S. tax
laws limit the time during which NOL and tax credit carryforwards may be
utilized and due to the change in ownership rules relating to NOL
carryforwards, the Company may not be able to take advantage of its NOL
and tax credits for federal income tax purposes. Consequently, it may be
determined at a future date that the net operating losses are not available
to offset earnings of the Company and income taxes may be due. The Company
has not provided for this possible contingency as management is of the
opinion that net operating loss carryforwards are available to offset
current income.
NOTE 9 - CONTINGENCIES
In 1999, at the time of the disposition of Northern Lights Software Ltd. (New
York)(a subsidiary of a predecessor of the Company), there were unpaid payroll
taxes including interest and penalties amounting to approximately $445,000
which were assumed by an entity controlled by a principal stockholder of the
Company and the Company was indemnified against this obligation. Although the
Company does not believe it is liable for this obligation, there can be no
assurance that a claim could not be brought against the Company. If a claim is
asserted, the Company intends to defend itself vigorously.
NOTE 10 - RECENT EVENTS
In July 2003 the Company retained the investment banking firm of Keating
Investments, LLC to assist the Company in identifying an appropriate
reverse merger partner and negotiating a merger.
In September 2003 the Company issued 100,000 shares of its Class A Common
Stock as compensation for legal services.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None
PART III.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following table sets forth-certain information concerning the directors
and executive officers of the Company as of June 30, 2003. Each director is
appointed to serve in such capacity until the next annual meeting of
stockholders and until his successor is appointed and qualified. Each officer
serves at the pleasure of the board of directors.
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
Donald E. Baxter, MD 60 Chairman and majority shareholder
James N. Baxter 61 Director, Chief Executive Officer,
President and Chief Financial Officer
Hon. Jerry W. Baxter 53 Director
Richard A. Evans, MD 59 Director
DONALD E.BAXTER, CHAIRMAN
Donald E. Baxter, MD has served as Chairman of the Board of Directors of
the Company since October 16, 2002. Dr. Baxter, a world-renowned orthopedic
surgeon and sports physician, has practiced medicine for more than 30 years.
He earned his BS degree from Mercer University and his MD from the Medical
College of Georgia.
JAMES N. BAXTER, DIRECTOR, CHIEF EXECUTIVE OFFICER, PRESIDENT, CHIEF
FINANCIAL OFFICER
James N. Baxter has served as Chief Executive Officer, President,
Chief Financial Officer and as a Director of the Company since October 16,
2002. A former Managing Director in Merrill Lynch investment banking division
and an institutional investment strategist at Salomon Brothers, Mr. Baxter
earlier practiced law at Sullivan & Cromwell in New York. Mr. Baxter was
admitted to the New York Bar in 1968, with a B.A. from Yale University and
a J.D. from Harvard Law School.
HON. JERRY W. BAXTER, DIRECTOR
Hon. Jerry W. Baxter has served as a Director of the Company since
October 16, 2002. Former Assistant District Attorney of Fulton County,
Georgia, Judge Baxter is a Judge in the Superior Court of Fulton County,
Georgia. He has been recognized for his effectiveness in facilitating
litigation settlements.
RICHARD A. EVANS, MD, DIRECTOR
Richard A. Evans, MD has served as a Director of the Company since December 17,
2002. He is a cancer specialist, board certified surgeon and author.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires
the Company's directors and executive officers, and persons who own
beneficially more than ten percent (10%) of any class of equity security to
file reports of ownership and changes of ownership with the Securities and
Exchange Commission. Copies of all filed reports are required to be
furnished to the Company pursuant to Section 16(a). Based solely on the
reports received by the Company and any written representations from
reporting persons, the Company believes that the directors, executive
officers, and greater than ten percent (10%) beneficial owners
were current with applicable filings required during the fiscal year
ended June 30, 2003.
ITEM 10. EXECUTIVE COMPENSATION
The following table summarizes the compensation we paid to our
chairman and the chief executive officer, the most highly compensated
executive officers who were serving as executive officers at the end of
the last completed fiscal year.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION ------------
------------------- SECURITIES ALL
NAME AND OTHER ANNUAL UNDERLYING OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
------------------ ---- ------ ----- ------------ ------- -----------
Donald E.Baxter, MD 2003 - - - - $5,500
Chairman 2002 - - - - -
James N. Baxter 2003 - - - - $7,500
President and CEO 2002 - - - - -
INFORMATION CONCERNING STOCK OPTIONS
The Company did not grant compensation in the form of stock
options to the chief executive officer or the other executive officers
listed within the Summary Compensation Table during fiscal years ended
June 30 2003 and 2002. The Company has no outstanding stock options.
COMPENSATION OF DIRECTORS
Directors are not paid cash compensation. They are paid in Common
Stock for attendance at meetings of the Board of Directors and Committee
meetings under the Company's Directors and Employees Stock Award Plan.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EQUITY COMPENSATION PLANS
The Company's only compensation plan under which equity
securities of the Company are authorized for issuance is the Directors and
Employees Stock Award Plan, which was not approved by the shareholders.
There are no options or warrants. Out of a total of 5,194,950 shares
authorized to be issued to Directors and employees, including consultants,
5,050,000 have been issued, and 144,950 shares remain authorized to be
issued from time to time.
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of June 30, 2003 by (1) each
person (group) to the knowledge of the Company that may be deemed to be
beneficial owners of more than 5% of our outstanding common stock, (2) each
current director, (3) each current named executive officer, and (4) all
current directors and current named executive officers as a group. Except
as otherwise noted, the address for each owner is in care of Acola Corp.,
250 Riverside Drive, Suite 51, New York, NY 10025. Certain of the shares
listed below are deemed to be owned beneficially by more than one stockholder
under SEC rules.
JUNE 30, 2003
SHARES BENEFICIALLY OPTIONS PERCENT OF
OWNED (1) (1) CLASS
--------- ------ -----
DIRECTORS AND EXECUTIVE OFFICERS
Donald E. Baxter Class A 22,712,880 -0 57.1%
Class B 1,400,000 -0 70.0%
James N. Baxter (2)Class A 9,657,020 -0- 24.3%
(3)Class B 600,000 -0- 30.0%
Hon. Jerry W. Baxter Class 1,500,000 -0- 3.8%
Richard A. Evans, MD Class A 750,000 -0- 1.9%.
Directors and Executive Officers
as a Group (4 persons) Class A 34,619,900 -0 87.1%
Class B 2,000,000 -0- 100.0%
(1) Includes shares of Common Stock such person has the right to acquire
after June 30, 2003 by exercise of outstanding stock options or
warrants. There are no stock options or warrants.
(2) Includes 855,702 shares owned by Mrs. Baxter, the spouse of Mr. Baxter,
as to which Mr. Baxter disclaims beneficial ownership.
(3) Includes 60,000 shares owned by Mrs. Baxter, the spouse of Mr. Baxter,
as to which Mr. Baxter disclaims beneficial ownership.
There are no agreements between or among any of the shareholders, which
would restrict the issuance of shares in a manner that would cause any
change of control of the Company. There are no voting trusts, pooling
arrangements or similar agreements in place between or among any of the
shareholders, nor do the shareholders anticipate the implementation of
such an agreement in the near term.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 1, 2001 the Company rented office space from Vector
Energy Corporation in exchange for $3,000 worth of computer equipment.
Former Chairman and 5% Owner, Sam Skipper, was Chairman of the Board of
Vector Energy Corporation at that time.
Dr. Donald E. Baxter was employed pursuant to a one-year consulting
agreement that commenced on August 22, 2001. The agreement provided for no
base annual salary. Dr. Baxter was entitled to receive stock options for up
to 500,000 shares of common stock subject to approval of the Company's Board
of Directors or it Compensation Committee or an amount of shares of the
Company's common stock equal to 2% of the issued and outstanding shares of
Common Stock, whichever was greater on the exercise date. These shares were
not issued.
Dr. Baxter purchased the Company's restricted stock in Ozelle
Pharmaceuticals, Inc. for $60,000 in November 2002.
In January 2003 James N. Baxter, President of the Company accepted 100,000
shares of the Company's Common Stock as full settlement for legal work
provided to the Company.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See "Index to Exhibits" below which lists the documents filed as
exhibits herewith.
(b) Reports on Form 8-K:
None
ITEM 14. CONTROLS AND PROCEDURES.
The Chief Executive Officer and Chief Financial Officer has
reviewed the disclosure controls and procedures relating to the Company
within the 90 days preceding this report and concluded that such controls
and procedures are effective to make known to us all material information
about the financial and operational activities of the Company. There were
no deficiencies identified in such controls or procedures and there have
been no changes in such controls and procedures since our evaluation that
could significantly affect their effectiveness.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ACOLA CORP.
By: /s/ James N. Baxter
----------------------
James N. Baxter, President
September 29, 2003
In accordance with the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ James N. Baxter, Director, President, September 29, 2003
---------------------------
James N. Baxter (Principal Executive Officer)
(Principal Financial Officer)
/s/ Donald E. Baxter, MD Director September 29, 2003
---------------------------
Donald E. Baxter, MD
/s/ Jerry W. Baxter Director September 29, 2003
---------------------------
Jerry W. Baxter
/s/ Richard A. Evans, MD Director September 29, 2003
---------------------------
Richard A. Evans, MD