SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment #1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report: October 12, 2004
(Date of Earliest Event Reported)
GREENBRIAR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-8187 75-2399477
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File No.) Identification No.)
1755 Wittington Place, Suite 340
Dallas, Texas 75234
(Address of principal executive offices)
972-407-8400
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets
On October 12, 2004, Greenbriar Corporation (the "Company" or "GBR" or
"Registrant") entered into an Acquisition Agreement with four individuals,
Ronald Finley, Jeffrey A. Finley, Bradford A. Phillips and Gene E. Phillips,
pursuant to which GBR acquired in a stock-for-stock exchange all of the issued
and outstanding equity interests of two privately-held corporations, Finley
Equities, Inc., a Texas corporation ("FEINC"), and American Realty Management,
Inc., a Nevada corporation ("ARM") in exchange for 31,500 shares of GBR's
newly-designated 2% Series J Preferred Stock, liquidation value $1,000 per
share. FEINC and ARM each own an undivided one-half of the equity interest in
Tacaruna B.V., a Netherlands company, which in turn directly owns 30% of
CableTEL AD (formerly Cable Bulgaria AD), which does business as "CableTEL."
Tacaruna BV also owns 64% of the equity of Narisma Holdings Limited, a Cypress
Company, which in turn owns the balance of 70% of CableTEL. Tacaruna BV also
holds a right (presently scheduled to mature or expire October 31, 2004) to
acquire the remaining 36% of the Narisma Holdings Limited outstanding stock for
(euro)7,000,000 (approximately $8,470,000 at today's conversion rate). The
result is that GBR through the acquisition indirectly owns and controls 74.8% of
the equity interest in CableTEL.
CableTEL is the largest cable television operator in Bulgaria,
providing cable television services to approximately 11.5% of the Bulgarian
market, or approximately 130,000 households in 20 cities. CableTEL is also a
vertically-integrated communications company which provides in addition to cable
television, telephony services (including voice-over IP), internet services, and
fiberoptic connectivity to individual and commercial customers in the country of
Bulgaria. CableTEL owns the only land-based fiberoptic network encircling the
country of Bulgaria that offers this combination of services. CableTEL is
currently the only company in Bulgaria licensed to provide the bundled services
of telephone, internet access and cable television.
Prior to this transaction, GBR had no material relationship with Ronald
Finley, Jeffrey A. Finley or Bradford A. Phillips. Bradford A. Phillips is the
son of Gene E. Phillips. Gene E. Phillips is an individual who has significant
contact with and influence upon matters handled by Basic Capital Management,
Inc., a Nevada corporation ("BCM"), International Health Products, Inc., a
Nevada corporation ("IHPI"), TacCo Financial, Inc., a Nevada corporation ("TFI")
and its wholly-owned subsidiary, JRG Investment Co., Inc., a Nevada corporation
("JRGIC"). Gene E. Phillips, BCM, IHPI, TFI and JRGIC are all Reporting Persons
who may be deemed to constitute a "Person" within the meaning of Section 13d of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
corporations are the owners of shares of Common Stock of GBR which are the
subject of a Schedule 13D and amendments thereto filed on behalf of Mr. Phillips
and such corporations with the Securities and Exchange Commission (the
"Commission"). Reference is made to Amendment No. 5 to Statement on Schedule 13D
for event date of August 18, 2004 on file with the Commission for a summary of
the information contained therein. As of such date, IHPI owned 9.970 shares of
Common Stock of GBR (approximately 1% of the outstanding), TFI owned 28,596
shares of Common Stock of GBR (approximately 2.93% of the outstanding) and JRGIC
owned 156,886 shares of Common Stock of GBR (approximately 16.06% of the
outstanding), which in the aggregate total 195,452 shares of Common Stock of
GBR, or approximately 20% of the then issued and outstanding shares of Common
Stock.
The consideration given by GBR for the assets received was an aggregate
of 31,500 shares of GBR's newly-designated 2% Series J Preferred Stock,
liquidation value $1,000 per share. Such Preferred Stock has the right to
receive cumulative cash dividends of $20 per share per annum, payable quarterly,
payment of $1,000 per share in the event of dissolution, liquidation or winding
up of GBR before any distribution is made by GBR to its common stockholders,
optional redemption at any time after September 30, 2006, at a price of $1,000
per share plus cumulative dividends, no initial right of conversion into any
other securities of GBR, and voting rights consisting of five votes per share
voting together with all other classes of stock. The shares of 2% Series J
Preferred Stock are restricted in transfer, have not been registered under the
Securities Act, and were issued to Jeffrey A. Finley, 1,575 shares (5%), Ronald
Finley, 14,175 shares (45%), Bradford A. Phillips, 3,150 shares (10%) and Gene
E. Phillips, 12,600 shares (40%). The Acquisition Agreement contains customary
representations and warranties and covenants by the parties, but also requires,
as soon as reasonably practicable and in no event later than September 30, 2005,
that GBR present the transaction represented by the Acquisition Agreement,
together with a proposed mandatory exchange of preferred stock for common stock
to its current stockholders in accordance with the applicable requirements of
the Commission and the American Stock Exchange, Inc. ("AMEX") for a vote (or
written consent by the requisite number) of stockholders to approve the
transaction, including a mandatory exchange of all shares of preferred stock for
shares of GBR's Common Stock on the basis of 279 shares of Common Stock for each
share of 2% Series J Preferred Stock, which will result in an aggregate of
8,788,500 shares of Common Stock being issued to the four individuals (or their
transferees), which shall then constitute at least 89% of the total issued and
outstanding shares of Common Stock of GBR, all subject to the listing
requirements with AMEX. In the event the stockholders of GBR do not approve by
the requisite number of votes either the transaction covered by the Acquisition
Agreement or the mandatory exchange of shares of Common Stock for shares of the
2% Series J Preferred Stock, the holders of the 2% Series J Preferred Stock have
the option exercisable by all of them but not less than all of them at any time
after September 30, 2005, until September 30, 2006 to either (a) rescind in full
and revoke the transaction covered by the Acquisition Agreement by returning all
31,500 shares of 2% Series J Preferred Stock to GBR upon which GBR shall deliver
back to the four individuals all equity securities of any entity owning all of
the ordinary shares and other securities of Tacaruna B.V. or of CableTEL, or (b)
deliver to GBR all 31,500 shares of 2% Series J Preferred Stock of GBR and
receive in exchange therefor all of the ordinary shares and other securities of
Tacaruna B.V. outstanding and owned by GBR such that the four individuals will
become the owner and holder of all of the issued and outstanding securities of
Tacaruna B.V., which in turn continues to own shares of CableTEL and shares of
Narisma Holdings Limited.
Item 3.02. Unregistered Sales of Equity Securities
On October 12, 2004, GBR issued the right to receive 31,500 shares of
its newly-designated 2% Series J Preferred Stock to four individuals pursuant to
an Acquisition Agreement dated October 8, 2004. Each share of 2% Series J
Preferred Stock has a liquidation value of $1,000 per share, has a right to
cumulative cash dividends of $20 per share per annum payable quarterly, has the
right to payment of $1,000 per share in the event of dissolution, liquidation or
winding up of the Company before any distribution is made by the Company to its
common stockholders, optional redemption at any time after September 30, 2006 at
a price of $1,000 per share plus cumulative dividends, no initial right to
conversion into any other securities of the Company, and voting rights
consisting of five votes per share of 2% Series J Cumulative Preferred Stock
outstanding voting together with all other classes of stock, all as set forth in
the Certificate of Designations filed with the Secretary of State of Nevada. The
distribution of the 31,500 shares of 2% Series J Preferred Stock of GBR was made
pursuant to the Acquisition Agreement described in Item 2.01 above, and such
shares were issued without registration pursuant to the exemption afforded by
Section 4(2) of the Securities Act. Such shares of 2% Series J Preferred Stock
may not be transferred by the holders except in transactions which are exempt
from the registration requirements of the Securities Act.
Item 7.01. Regulation FD Disclosure
On October 12, 2004, the Company issued a press release announcing the
acquisition of assets and issuance of securities described until Items 2.01 and
3.02 above. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K being furnished under Item 7.01 and
Exhibit 99.1 under Item 9.01 shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of such Section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act or
the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Item 9.01. Financial Statements and Exhibits
The following financial statements and pro forma financial information
regarding Tacaruna Holdings B.V. are filed with this report.
(a) Financial Statements of Businesses Acquired.
Tacaruna Holdings B.V.
1. Financial Statement for Tacaruna Holdings B.V. for the nine
months ending September 30, 2004.
2. Financial Statement for Tacaruna Holdings B.V. for the twelve
months ending December 31, 2003.
3. Financial Statement for Tacaruna Holdings B.V. for the twelve
months ending December 31, 2002.
The following financial statements and pro forma financial information
regarding Narisma Holdings Limited, CabelTEL AD will be filed with Amendment #2
to this Form 8-K.
Narisma Holdings Limited
1. Unaudited Financial Statement for Narisma Holdings Limited for
the nine months ending September 30, 2004.
2. Audited Financial Statement for Narisma Holdings Limited for
the twelve months ending December 31, 2003.
3. Audited Financial Statement for Narisma Holdings Limited for
the twelve months ending December 31, 2002.
Cable Bulgaria (CabelTEL) AD
1. Unaudited Financial Statement for CabelTEL AD for the nine
months ending September 30, 2004.
2. Audited Financial Statement for Cable Bulgaria AD for the
twelve months ending December 31, 2003.
3. Audited Financial Statement for Cable Bulgaria AD for the
twelve months ending December 31, 2002.
(b) Pro Forma Financial Information.
Pro Forma financial information required by this item will be filed
with Amendment #2 to this Form 8-K.
(c) Exhibits.
The following exhibits were filed with the Company's Form 8-K on
October 15, 2004:
Exhibit
Designation Description of Exhibit
3.4 Certificate of Designations dated October 12, 2004, as filed with the
Secretary of State of Nevada on October 13, 2004 (also an exhibit to
10.1 below).
10.1 Acquisition Agreement dated October 12, 2004, among Greenbriar
Corporation, Ronald Finley, Jeffrey A. Finley, Bradford A. Phillips and
Gene E. Phillips (excluding exhibits and schedules).
99.1 Press Release dated October 12, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly-caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly-authorized.
Dated: December 27, 2004. GREENBRIAR CORPORATION
By: /s/ Gene S. Bertcher
-------------------------------
Gene S. Bertcher, President and
Chief Executive Officer
TACARUNA HOLDINGS B.V.
Rotterdam, The Netherlands
INTERIM REPORT
for the nine months ended 30 September 2004
TACARUNA HOLDINGS B.V.
Table of contents
-----------------
Balance Sheet as at 30 September 2004 Page 1
Profit and Loss Account for the nine months
ended 30 September 2004 Page 2
Notes to the Accounts Pages 3-5
Supplementary information Page 6
TACARUNA HOLDINGS B.V.
Balance Sheet
-------------
(after appropriation of results and expressed in Euros)
30 September 31 December
Notes 2004 2003
CURRENT ASSETS
Interest receivable 298,159 298,159
Cash at banks 3 5,137 5,137
---------- ----------
303,296 303,296
---------- ----------
NON-CURRENT ASSETS
Investment in Subsidiary 7,593,576 7,456,005
CURRENT LIABILITIES
Interest payable 291,033 291,033
Amounts due to shareholder 7,606,793 7,469,222
Accrued expenses 12,391 4,500
Corporate income tax payable 1,396 1,396
---------- ----------
7,911,613 7,766,151
---------- ----------
NET CURRENT ASSETS (14,741) (6,850)
---------- ----------
TOTAL ASSETS LESS CURRENT LIABILITIES (14,741) (6,850)
========== ==========
CAPITAL AND RESERVES
Share capital 20,000 20,000
Accumulated deficit (34,741) (26,850)
---------- ----------
(14,741) (6,850)
========== ==========
TACARUNA HOLDINGS B.V.
Profit and loss account
-----------------------
(expressed in Euros)
Nine months ended Year ended
30 September 31 December
2004 2003
OPERATING INCOME/(EXPENSES)
Interest income loan to subsidiary 0 0
Interest expenses on loan from group company 0 0
------- -------
Total operating income 0 0
------- -------
FINANCIAL INCOME/(EXPENSES)
Bank interest income 5 6
Bank charges (15) (20)
------- -------
Total financial (expenses) (10) (14)
------- -------
OTHER (EXPENSES)
General and administrative expenses (7,881) (10,508)
------- -------
Total other (expenses) (7,881) (10,508)
------- -------
(LOSS) BEFORE TAXATION (7,891) (10,522)
------- -------
CORPORATION TAX 0 0
NET (LOSS) FOR YEAR TO DATE (7,891) (10,522)
======= =======
TACARUNA HOLDINGS B.V.
Notes to the accounts as at 30 September 2004
---------------------------------------------
1. General
The Company is a private limited liability company established on 11
December 2000. The statutory seat of the Company is Rotterdam, the
Netherlands. The Company acts as a holding and financing company.
2. Summary of principal accounting policies
(a) General
The accounts have been prepared in accordance with the EU Directives as
implemented in Part 9, Book 2 of the Dutch Civil Code.
(b) Foreign currencies
All assets and liabilities expressed in currencies other than Euros
have been translated at the rates of exchange prevailing at the balance
sheet date. All transactions in foreign currencies have been translated
into Euros at rates of exchange approximating to those ruling at the
date of the transactions. Resulting exchange differences, if any, are
recognised in the profit and loss account.
(c) Other assets and liabilities
Assets and liabilities are stated at face value, unless otherwise
stated in the notes thereon.
(d) Revenue recognition
Income and expenses are accounted for under an accrual basis.
(e) Corporation tax
Corporation tax is calculated on the basis of the net result shown in
the Profit and Loss account, taking into account tax allowances and tax
adjustments.
TACARUNA HOLDINGS B.V.
Notes to the accounts as at 30 September 2004
---------------------------------------------
3. Cash at banks
This comprises bank balances held with ABN AMRO Bank in Rotterdam. The
balances are available on demand.
4. Capital and reserves
The authorised share capital of the Company consists of 1,000 ordinary
shares of EUR 100 each, amounting to EUR 100,000. At as balance sheet
date 200 shares were issued and fully paid up.
Capital and reserves can be summarised as follows :
The movements in capital and reserves can be summarized as follows :
30 September 31 December
2004 2003
Issued share capital:
-position as at the beginning of the period 20,000 20,000
-movement during the period under review 0 0
-position as at the end of the period 20,000 20,000
------- -------
Retained earnings/(Accumulated deficit):
-position as at the beginning of the period (26,850) (16,328)
-loss for the period (7,891) (10,522)
------- -------
-position as at the end of the period (34,741) (26,850)
------- -------
Total capital and reserves (14,741) (6,850)
======= =======
TACARUNA HOLDINGS B.V.
Rotterdam, The Netherlands
ANNUAL REPORT
for the financial period ended 31 December 2003
ADDRESS:
Sehouwburgplein 30-34
3012 CL Rotterdam
Chamber of Commerce
File number 2431 3761
TACARUNA HOLDINGS B.V.
Table of contents
-----------------
Balance Sheet as at 31 December 2003 Page 1
Profit and Loss Account for the year ended 31 December 2003 Page 2
Notes to the Accounts Pages 3-5
Supplementary information Page 6
TACARUNA HOLDINGS B.V.
Balance Sheet
-------------
(after appropriation of results and expressed in Euros)
31 December 31 December
Notes 2003 2002
CURRENT ASSETS
Interest receivable 298,159 298,159
Cash at banks 3 5,137 2,856
-------- --------
303,296 301,015
-------- --------
CURRENT LIABILITIES
Interest payable 291,033 291,033
Current account shareholder 13,217 1,227
Accrued expenses 4,500 3,000
Corporate income tax payable 1,396 2,083
-------- --------
310,146 297,343
-------- --------
NET CURRENT ASSETS (6,850) 3,672
-------- --------
TOTAL ASSETS LESS CURRENT LIABILITIES (6,850) 3,672
======== ========
CAPITAL AND RESERVES
Share capital 4 20,000 20,000
Accumulated deficit (26,850) (16,328)
-------- --------
(6,850) 3,672
======== ========
The Management,
---------------
Premier Trust N.V.
TACARUNA HOLDINGS B.V.
Profit and loss account
-----------------------
(expressed in Euros)
Year ended Year ended
31 December 31 December
2003 2002
OPERATING INCOME/(EXPENSES)
Interest income loan to subsidiary 0 182,984
Interest expenses on loan from group company 0 (178,331)
-------- --------
Total operating income 0 4,653
-------- --------
FINANCIAL INCOME/(EXPENSES)
Bank interest income 6 18
Bank charges (20) (21)
-------- --------
Total financial (expenses) (14) (3)
-------- --------
OTHER (EXPENSES)
General and administrative expenses (10,508) (8,068)
-------- --------
Total other (expenses) (10,508) (8,068)
-------- --------
(LOSS) BEFORE TAXATION (10,522) (3,418)
-------- --------
CORPORATION TAX 0 1,341
NET (LOSS) FOR THE YEAR (10,522) (4,759)
======== ========
The Management,
Premier Trust N.Y.
TACARUNA HOLDINGS B.V.
Notes to the accounts as at 31 December 2003
--------------------------------------------
1. General
The Company is a private limited liability company established on 11
December 2000. The statutory seat of the Company is Rotterdam, the
Netherlands. The Company acts as a holding and financing company.
2. Summary of principal accounting policies
(a) General
The accounts have been prepared in accordance with the EU Directives as
implemented in Part 9, Book 2 of the Dutch Civil Code.
(b) Foreign currencies
All assets and liabilities expressed in currencies other than Euros
have been translated at the rates of exchange prevailing at the balance
sheet date. All transactions in foreign currencies have been translated
into Euros at rates of exchange approximating to those ruling at the
date of the transactions. Resulting exchange differences, if any, are
recognised in the profit and loss account.
(c) Other assets and liabilities
Assets and liabilities are stated at face value, unless otherwise
stated in the notes thereon.
(d) Revenue recognition
Income and expenses are accounted for under an accrual basis.
(e) Corporation tax
Corporation tax is calculated on the basis of the net result shown in
the Profit and Loss account, taking into account tax allowances and tax
adjustments.
TACARUNA HOLDINGS B.V.
Notes to the accounts as at 31 December 2003
--------------------------------------------
3. Cash at banks
This comprises bank balances held with ABN AMRO Bank in Rotterdam. The
balances are available on demand.
4. Capital and reserves
The authorised share capital of the Company consists of 1,000 ordinary
shares of EUR 100 each, amounting to EUR 100,000. At as balance sheet
date 200 shares were issued and fully paid up.
Capital and reserves can be summarised as follows:
The movements in capital and reserves can be summarized as follows:
31 December 31 December
2003 2002
Issued share capital:
-position as at the beginning of the period 20,000 20,000
-movement during the period under review 0 0
-position as at the end of the period 20,000 20,000
------- -------
Retained earnings/(Accumulated deficit):
-position as at the beginning of the period (16,328) (11,569)
-loss for the period (10,522) (4,759)
------- -------
-position as at the end of the period (26,850) (16,328)
------- -------
Total capital and reserves (6,850) 3,672
======= =======
The shares are wholly owned by Transcontinental Realty Investors Inc.,
Dallas, U.S.A.
5. Directors
The Company has one director and no supervisory directors. No
remuneration nor any other benefit was paid to the present directors
during the period under review.
TACARUNA HOLDINGS B.V.
Notes to the accounts as at 31 December 2003
--------------------------------------------
6. Staff numbers and employment costs
The Company has no employees, other than its director, and hence
incurred no wages and salaries, pension costs and other social security
costs during the period under review.
Rotterdam, July 2004
The Management,
---------------
Premier Trust N.Y.
TACARUNA HOLDINGS B.V.
Supplementary information to the Accounts as at 31 December 2003
----------------------------------------------------------------
Retained earnings
Article 15 of the Articles of Association provides that the profit established
shall be at the disposal of the General Meeting of Shareholders. If and to the
extent that a loss sustained in any fiscal year is not recovered from a reserve
or made up in some other way, no distribution of profit shall be made in
subsequent years as long as such loss has not been recovered.
Appropriation of result
The loss sustained by the Company during the period under review will be carried
forward as reflected in the accounts.
Audit
Since the Company qualifies as a "small-sized' company it is, consequently, not
legally required to have its accounts audited as provided for in Section 396,
Paragraph 6, Part 9, Book 2 of the Dutch Civil Code.
TACARUNA HOLDINGS B.V.
Rotterdam, The Netherlands
ANNUAL REPORT
for the financial period ended 31 December 2002
ADDRESS:
Schouwburgplein 30-34
3012 CL Rotterdam
Chamber of Commerce
File number 24 31 3761
TACARUNA HOLDINGS B.V.
Table of contents
-----------------
Balance Sheet as at 31 December 2002 Page 1
Profit and Loss Account for the year ended 31 December 2002 Page 2
Notes to the Accounts Pages 3-6
Supplementary information Page 7
TACARUNA HOLDINGS B.V.
Balance Sheet
-------------
(after appropriation of results and expressed in Euros)
31 December 31 December
Notes 2002 2001
FIXED ASSETS
Loan to group company 3 0 4,000,000
---------- ----------
CURRENT ASSETS
Interest receivable 298,159 115,175
Cash at banks 4 2,856 9,700
---------- ----------
301,015 124,875
---------- ----------
CURRENT LIABILITIES
Interest payable 291,033 112,702
Current account shareholder 1,227 0
Accrued expenses 3,000 3,000
Corporate income tax payable 2,083 742
---------- ----------
297,343 116,444
---------- ----------
NET CURRENT ASSETS 3,672 8,431
---------- ----------
TOTAL ASSETS LESS CURRENT LIABILITIES 3,672 4,008,431
---------- ----------
Less: LONG-TERM DEBT
Loan from group company 3 0 4,000,000
---------- ----------
3,672 8,431
6 ========== ==========
CAPITAL AND RESERVES
Share capital 20,000 20,000
Accumulated deficit (16,328) (11,569)
---------- ----------
3,672 8,431
========== ==========
The Management,
---------------
Premier Trust N.V.
TACARUNA HOLDINGS B.V.
Profit and loss account
-----------------------
(expressed in Euros)
year ended period ended
31 December 31 December
2002 2001
-------- --------
OPERATING INCOME/(EXPENSES)
Interest income loan to subsidiary 182,984 (178,331)
Interest expenses on loan from group company (178,331) (112,702)
-------- --------
Total operating income 4,653 2,472
-------- --------
FINANCIAL INCOME/(EXPENSES)
Bank interest income 18 18
Bank charges (21) (90)
-------- --------
Total financial (expenses) (3) (72)
-------- --------
OTHER (EXPENSES)
General and administrative expenses (8068) (13,047)
Capital tax 0 (180)
-------- --------
Total other (expenses) (8068) (13,227)
-------- --------
(LOSS) BEFORE TAXATION (3,418) (10,827)
-------- --------
CORPORATION TAX 1,341 742
-------- --------
NET (LOSS) FOR THE YEAR (4,759) (11,569)
======== ========
The Management,
---------------
Premier Trust NY.
TACARUNA HOLDINGS B.V.
Notes to the accounts as at 31 December 2002
--------------------------------------------
1. General
The Company is a private limited liability company established on 11
December 2000. The statutory seat of the Company is Rotterdam, the
Netherlands. The Company acts as a financing company.
2. Summary of principal accounting policies
(a) General
The accounts have been prepared in accordance with the EU Directives as
implemented in Part 9, Book 2 of the Dutch Civil Code.
(b) Foreign currencies
All assets and liabilities expressed in currencies other than Euros
have been translated at the rates of exchange prevailing at the balance
sheet date. All transactions in foreign currencies have been translated
into Euros at rates of exchange approximating to those ruling at the
date of the transactions. Resulting exchange differences, if any, are
recognised in the profit and loss account.
(c) Other assets and liabilities
Assets and liabilities are stated at face value, unless otherwise
stated in the notes thereon.
(d) Revenue recognition
Income and expenses are accounted for under an accrual basis.
(e) Corporation tax
Corporation tax is calculated on the basis of the net result shown in
the Profit and Loss account, taking into account tax allowances and tax
adjustments.
TACARUNA HOLDINGS B.V.
Notes to the accounts as at 31 December 2002
--------------------------------------------
3. Loans to and from group company
The loans to and from group companies were repaid per 4 December 2002.
4. Cash at banks
This comprises bank balances held with ABN AMRO Bank in Rotterdam. The
balances are available on demand.
5. Capital and reserves
The authorised share capital of the Company consists of 1,000 ordinary
shares of EUR 100 each, amounting to EUR 100,000. At as balance sheet
date 200 shares were issued and fully paid up.
Capital and reserves can be summarised as follows:
31 December 31 December
2002 2001
Issued share capital:
-position as at the beginning of the period 20,000 0
-movement during the period under review 0 20,000
------- -------
-position as at the end of the period 20,000 20,000
------- -------
Retained earnings/(Accumulated deficit):
-position as at the beginning of the period (11,569) 0
-loss for the period (4,759) (11,569)
------- -------
-position as at the end of the period (16,328) (11,569)
------- -------
Total capital and reserves 3,672 8,431
======= =======
The shares are wholly owned by Transcontinental Realty Investors Inc.,
Dallas, U.S.A.
6. Directors
The Company has one director and no supervisory directors. No
remuneration nor any other benefit was paid to the present directors
during the period under review.
TACARUNA HOLDINGS B.V.
Notes to the accounts as at 31 December 2002
--------------------------------------------
7. Staff numbers and employment costs
The Company has no employees, other than its director, and hence
incurred no wages and salaries, pension costs and other social security
costs during the period under review.
Rotterdam, August 2003
The Management,
---------------
Premier Trust N.V.
TACARUNA HOLDINGS B.V.
Supplementary information to the Accounts as at 31 December 2002
Retained earnings
Article 15 of the Articles of Association provides that the profit established
shall be at the disposal of the General Meeting of Shareholders. If and to the
extent that a loss sustained in any fiscal year is not recovered from a reserve
or made up in some other way, no distribution of profit shall be made in
subsequent years as long as such loss has not been recovered.
Appropriation of result
The loss sustained by the Company during the period under review will be carried
forward as reflected in the accounts.
Audit
Since the Company qualifies as a small-sized company it is, consequently, not
legally required to have its accounts audited as provided for in Section 396,
Paragraph 6, Part 9, Book 2 of the Dutch Civil Code.