SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
September 5, 2003
-----------------
Date of Report
(Date of Earliest Event Reported)
Omni Medical Holdings, Inc.
---------------------------
(Exact Name of Registrant as Specified in its Charter)
Utah 0-26177 87-0425275
---- ------- ----------
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
1107 Mt. Rushmore Road, Suite 2
Rapid City, South Dakota 57701
-------------------------------
(Address of Principal Executive Offices)
(605) 718-0380
--------------
Registrant's Telephone Number
Piezo Instruments, Inc.
4685 South Highland Drive, #202
Salt Lake City, Utah 84117
--------------------------
(Former Name or Former Address if changed Since Last Report)
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
---------
(a) Financial Statements of Businesses Acquired.
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2003 AND 2002
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
YEARS ENDED MARCH 31, 2003 AND 2002
CONTENTS
Independent auditors' report 1
Financial statements:
Consolidated balance sheets 2
Consolidated statements of operations 3
Consolidated statements of shareholders' (deficit) equity 4
Consolidated statements of cash flows 5
Notes to consolidated financial statements 6 - 16
INDEPENDENT AUDITORS' REPORT
Board of Directors
Mastel Precision, Inc.
We have audited the accompanying consolidated balance sheet of Omni Medical
Holdings, Inc. and subsidiaries ("the Company") as of March 31, 2003, and the
related consolidated statements of operations, shareholders' (deficit) equity
and cash flows for the years ended March 31, 2003 and 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Omni
Medical Holdings, Inc. and subsidiaries as of March 31, 2003, and the results
of their operations and their cash flows for the years ended March 31, 2003
and 2002 in conformity with accounting principles generally accepted in the
United States of America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The proforma balance sheet as of March
31, 2003 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has not
been subjected to the auditing procedures applied in the audit of the basic
financial statements, and, accordingly, we express no opinion on it.
September 2, 2003
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2003
Unaudited
Profoma Historical
(Note 1)
Current assets:
Cash $ 215,691 $ 257,963
Accounts receivable, net of allowance for
doubtful accounts of $54,950 (Note 5) 8,820 79,252
Inventory (Note 5) 400,888
---------- ---------
Total current assets 224,511 738,103
Property and equipment, net (Notes 4 and 5) 143,787 174,169
Goodwill 36,000 36,000
Intangible asset 27,980 27,980
---------- ---------
Total assets $ 432,278 $ 976,252
========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,416 $ 272,658
Accrued expenses 5,130 30,258
Notes payable, current portion (Note 5) 33,991 322,680
---------- ---------
Total current liabilities 45,537 625,596
Notes payable, net of current portion (Note 5) 164,122 164,122
---------- ---------
Total liabilities 209,659 789,718
---------- ---------
Commitments (Notes 5, 6 and 7)
Shareholders' equity (Notes 6 and 9):
Common stock, $.001 par value, 20,000,000 shares
authorized; 13,416,417 shares issued and
outstanding at March 31, 2003 8,345 13,417
Additional paid in capital 1,576,043 1,571,502
Deferred compensation expense (41,111) (41,111)
Accumulated deficit (1,320,658) (1,332,566)
Advance receivable, shareholder (Note 6) (24,708)
---------- ----------
Total shareholders' equity 222,619 186,534
---------- ----------
Total liabilities and shareholders' equity $ 432,278 $ 976,252
========== ==========
See notes to consolidated financial statements.
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 2003 AND 2002
2003 2002
Revenues $ 1,080,474 $ 836,466
Cost of sales 520,663 241,776
----------- ----------
Gross profit 559,811 594,690
General and administrative expenses 1,060,581 716,380
----------- ----------
Loss from operations (500,770) (122,690)
Other income(expense):
Interest income 32,400 18
Interest expense (46,720) (65,048)
----------- ----------
Net loss $ (515,090) $ (186,720)
=========== ==========
See notes to consolidated financial statements.
ONMI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY
YEARS ENDED MARCH 31, 2003 AND 2002
Additional Deferred
Common Paid-in Compensation
Shares Stock Capital Expense
Balance, April 1, 2001 10,946,829 10,947 786,659
Issuance of common stock in
exchange for note payable 43,829 44 19,956
Issuance of common stock to
employees 1,314,878 1,315 78,685 (80,000)
Earned compensation expense 12,222
Advance receivable, shareholder
Net loss
---------- ------- ---------- ---------
Balances, March 31, 2002 12,305,536 12,306 885,300 (67,778)
Issuance of common stock in
exchange for note payable 197,232 197 44,803
Sale of common stock pursuant
to private placements 197,232 197 44,803
Stock transferred to employees by
majority shareholder 52,500
Sale of common stock pursuant to
private placements 666,667 667 499,333
Issuance of common stock in
business acquisition 30,000 30 29,970
Earned compensation expense 26,667
Issuance of common stock for services 19,750 20 14,793
Net loss
---------- ------- ---------- ---------
Balances, March 31, 2003 13,416,417 $13,417 $1,571,502 $ (41,111)
========== ======= ========== =========
[CONTINUED]
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY
YEARS ENDED MARCH 31, 2003 AND 2002
Advance
Accumulated receivable,
Deficit shareholder Total
Balance, April 1, 2001 (630,756) (20,470) 146,380
Issuance of common stock in
exchange for note payable 20,000
Issuance of common stock to
employees 0
Earned compensation expense 12,222
Advance receivable, shareholder (4,238) (4,238)
Net loss (186,720) (187,720)
---------- -------- ---------
Balances, March 31, 2002 (817,476) (24,708) (12,356)
Issuance of common stock in
exchange for note payable 45,000
Sale of common stock pursuant
to private placements 45,000
Stock transferred to employees by
majority shareholder 52,500
Sale of common stock pursuant to
private placements 500,000
Issuance of common stock in
business acquisition 30,000
Earned compensation expense 26,667
Net loss (515,090) (515,090)
----------- -------- ---------
Balances, March 31, 2003 $(1,332,566) $(24,708) $ 186,534
=========== ======== =========
See notes to consolidated financial statements.
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2003 AND 2002
2003 2002
Net loss $ (515,090) $ (186,720)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization 25,937 11,806
Stock-based compensation expense 93,980 12,222
Changes in operating assets and liabilities,
net of effects of business acquisition:
Accounts receivable 9,418 201,417
Inventory 146,807 98,633
Accounts payable 996 (100,669)
Accrued expenses (11,135) 23,248
--------- -----------
Net cash (used in) provided by operating
activities (249,087) 59,937
--------- -----------
Cash flows from investing activities:
Purchase of property and equipment (54,960) (926)
Payment for purchase of business, net of
cash acquired (65,000)
--------- -----------
Net cash used in investing activities (119,960) (926)
--------- -----------
Cash flows from financing activities:
Notes payable 125,000
Payments of notes payable (52,334) (49,667)
Proceeds from issuance of common stock 545,000
--------- -----------
Net cash provided by (used in) financing
activities 617,666 (49,667)
--------- -----------
Net increase in cash 248,619 9,344
Cash, beginning 9,344
--------- -----------
Cash, ending $ 257,963 $ 9,344
========= ===========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 45,713 $ 65,048
========= ===========
Supplemental disclosure of non-cash investing
and financing activities:
Inventory transferred to shareholder (Note 6) $ $ 4,238
========= ===========
Conversion of debt to equity (Note 6) $ 45,000 $ 20,000
========= ===========
Business acquisition (Note 2):
Fair value of assets acquired $ 184,761
Liabilities assumed (89,761)
Common stock issued (30,000)
---------
Cash paid $ 65,000
=========
See notes to consolidated financials statements.
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2003 AND 2002
1. Business, disposition of MPSI and management's plans:
Business:
Omni Medical Holdings, Inc. ("the Company" or "Omni") formerly known as Mastel
Precision, Inc., a Nevada corporation, provides medical billing and
transcription services to medical practitioners. At March 31, 2003, the
Company's medical transcription operations were located in Alabama. In May
2003, the Company acquired a medical billing operation in Mississippi (Note
10).
Through May 2, 2003, the Company also produced handheld surgical instruments
used by ophthalmic surgeons in refractive, corneal and LASIK surgeries and was
also a developer of technology to ophthalmic surgeons, specifically within the
domain of anterior segment cataract extraction, and foldable intraocular lens
placement as well as keratorefractive procedures such as LASIK. The Company
operated its surgical instruments business through its wholly-owned
subsidiary, Mastel Precision Surgical Instruments, Inc ("MPSI") out of its
facility in Rapid City, South Dakota.
Disposition of MPSI:
Effective May 2003, the Company entered into an agreement with one of its
officers and shareholders whereby the Company agreed to exchange 100% of the
common stock of MPSI and $36,000 cash for all shares of common stock of the
Company owned individually or jointly by the officer and his wife, a total of
5,072,100 shares. At the date of the transaction, the assets of MSPI had a
carrying value of approximately $500,000 and MPSI's obligations and
liabilities had a carrying value of approximately $580,000. Due to the
related party nature of the transaction, no gain was recognized and additional
paid-in capital was increased by approximately $44,000.
The accompanying unaudited proforma consolidated balance sheet gives effect to
the disposition transaction as if it had been consummated on March 31, 2003.
The unaudited proforma consolidated balance sheet does not purport to be
indicative of the financial position of the Company had the transaction
occurred on March 31, 2003.
Management's plans:
The Company has incurred losses during the years ended March 31, 2003 and
2002, and has an accumulated deficit of $1,332,566 at March 31, 2003.
Management's plans to address concerns raised by this issue includes:
a. The disposition of MPSI will allow the Company to concentrate on its
medical billing and transcription operations, which management
believes can be operated more profitably than MPSI. MPSI's operating
losses for the years ended March 31, 2003 and 2002 were approximately
$325,000 and $122,000, respectively.
b. Management expects that cash flows will increase as a result of the
Company's disposition of MPSI and it's acquisition of transcription
businesses (Notes 2 and 10).
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2003 AND 2002
1. Business, disposition of MPSI and management's plans (continued):
Management's plans (continued):
c. The Company has been successful in raising limited amounts of capital
through the sale of its common stock. In June 2003, the Company
raised an additional $45,000 in a private placement. Management
believes that additional equity financing will be available from the
Company's private placements.
d. In September 2003, the Company completed a merger agreement with Piezo
Instruments, Inc., a publicly trading Utah corporation. (Note 10).
Management believes that this transaction will allow the Company
access to additional sources of debt and equity financing.
There is no assurance that these or any efforts will be successful. However,
management believes that these measures will enable the Company to have
adequate funds to support operations for the next twelve months.
2. Business combinations:
On April 15, 2002, MPSI entered into an Agreement for the Exchange of Common
Stock ("the Agreement") with Daycor Corporation ("Daycor"), a Nevada
Corporation. Pursuant to the Agreement, the shareholders of MPSI sold to
Daycor 100% of the issued and outstanding shares of MPSI in exchange for
11,000,000, $.001 par value, newly issued shares of voting common stock of
Daycor.
The transaction was accounted for as a reverse acquisition of Daycor by MPSI,
since the shareholders of MPSI owned approximately 86% of the post acquisition
common stock of the consolidated entity immediately after the completion of
the transaction. For accounting purposes, the acquisition has been treated as
an acquisition of Daycor by MPSI and as a recapitalization of MPSI. Shares of
common stock authorized and issued have been retroactively restated to present
the capital structure of Daycor. Concurrent with the merger, Daycor changed
its name to Mastel Precision, Inc.
Effective July 10, 2002 the Company entered into an asset purchase agreement
with A&V Digital Transcription Services ("A&V"), a general partnership based
in the state of Alabama. The results of operations of A&V have been included
in the consolidated financial statements since date of acquisition. A&V is a
provider of medical transcription services. As a result of the acquisition,
the Company entered into the medical billing and transcription market. On
September 4, 2002 the Company formed Mastel Precision Health Information
Services, Inc. ("MPHIS") (a wholly owned subsidiary of the Company) to operate
the transcription services business acquired from A&V.
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2003 AND 2002
2. Business combinations (continued):
The aggregate purchase price was $95,000, including $65,000 in cash,
assumption of liabilities of $89,761 and common stock valued at $30,000. The
value of the common stock issued was determined by management based on other
stock transactions with third parties.
The following table summarizes the estimated fair values of the assets
acquired and the liabilities assumed at July 10, 2002, the date of
acquisition.
Current assets $ 7,477
Property, plant and equipment 109,000
Intangible asset customer list 32,284
Goodwill 36,000
---------
Total assets acquired 184,761
---------
Current liabilities (18,948)
Long-term debt (70,813)
--------
Total liabilities assumed (89,761)
--------
Net assets acquired $ 95,000
========
The amount included for property, plant and equipment reflects a decrease of
$36,000, and the amount included for goodwill reflects an increase of $36,000,
from the Company's initial allocation of the purchase price that was shown in
the Company's unaudited financial statements for the nine months ended
December 31, 2002.
The accompanying financial statements for the year ended March 31, 2003
include the accounts of Omni, MPSI, A&V (from July 10, 2002) and MPHIS.
Intercompany balances and transactions have been eliminated on consolidation.
3. Significant accounting policies:
Cash and cash equivalents:
Cash and cash equivalents include cash on hand, money market accounts and
short-term investments purchased with an original maturity of three months or
less.
Accounts receivable and concentration of credit risk:
The Company grants credit to its customers, generally without collateral. At
March 31, 2003, no one customer accounted for 10% or more of accounts
receivable. During the years ended March 31, 2003 and 2002, no one customer
accounted for 10% or more of sales.
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2003 AND 2002
3. Significant accounting policies (continued):
Inventories:
Inventories consist of surgical instruments and related components and are
valued by using the average cost method at the lower of cost or market.
Property and equipment are recorded at cost. Depreciation is provided by use
of straight-line and accelerated methods over the estimated useful lives of
the assets ranging from 5 to 10 years.
Goodwill and intangible assets:
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS
No. 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. Use of the pooling-of-
interests method is prohibited after that date. SFAS No. 142 addresses the
accounting and reporting for acquired goodwill and other intangible assets.
It changes the accounting for goodwill and other intangible assets with
indefinite lives from an amortization method to an impairment-only approach
and requires intangible assets with finite lives to be amortized over their
useful lives. These statements were effective for the Company on April 1,
2002 and goodwill of $36,000 (which is expected to be fully tax-deductible),
applicable to the medical transcription segment, was recorded on the
acquisition of A&V in July 2002. A goodwill impairment test will be performed
annually in the fourth quarter or upon significant changes in the Company's
business environment.
The intangible asset consists of a customer list arising from the acquisition
of A&V, and is being amortized on a straight-line basis over 5 years
(approximately $6,500 per year). Amortization expense for the year ended
March 31, 2003 was approximately $4,300.
Revenue recognition:
Revenue is recognized at the time goods are shipped and services are
performed.
Advertising:
Costs related to advertising and promotion of products are charged to sales
and marketing expense as incurred. Advertising and promotion costs were
approximately $101,200 and $171,700 for the years ended March 31, 2003 and
2002, respectively.
Research and development:
Research and development costs are expensed as incurred. Research and
development expense for the years ended March 31, 2003 and 2002 was
approximately $24,000 and $8,000, respectively.
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2003 AND 2002
3. Significant accounting policies (continued):
Fair value of financial instruments:
The carrying amounts of the Company's cash and cash equivalents, accounts
receivable and accounts payable approximate fair values due to the short
maturities of these instruments. The carrying value of the Company's short-
term borrowings approximates fair value based on the Company's current
incremental borrowing rate for similar types of borrowing arrangements. The
fair values of the Company's receivables and payables to related parties are
not practicable to estimate due to the related party nature of the underlying
transactions and indefinite payment terms.
Derivative transactions:
During the year ended March 31, 2003, the Company utilized certain short-term
derivative instruments, options and puts of marketable equity securities, for
trading purposes. The Company accounted for these transactions at fair value,
based on market quotes and cash settlements. These transactions exposed the
Company to certain market and credit risks related to the underlying
investment and the counter-party, respectively. Included in interest income
for the year ended March 31, 2003 is approximately $30,300 of gains from these
transactions. The Company held no derivative instruments at March 31, 2003.
Stock-based compensation:
SFAS No. 123 "Accounting for Stock-Based Compensation" allows companies to
choose whether to account for employee stock-based compensation on a fair-
value method, or to account for such compensation under the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" ("APB 25"). The Company has chosen to account
for employee stock-based compensation using APB 25. At March 31, 2003, the
Company had no stock option plans.
Income taxes:
The Company recognizes deferred tax assets and liabilities for the expected
future tax consequences of events that have been recognized in the financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based upon the differences between the financial
statement carrying amounts and tax bases of assets and liabilities using
enacted tax rates in effect in the years in which the differences are expected
to reverse.
Comprehensive income:
SFAS No. 130, Reporting Comprehensive Income, establishes requirements for
disclosure of comprehensive income. During the years ended March 31, 2003 and
2002, the Company did not have any components of comprehensive income to
report.
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2003 AND 2002
3. Significant accounting policies (continued):
Recently issued accounting pronouncements:
In January 2003, the Financial Accounting Standards Board ("FASB") issued SFAS
Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46"),
which changes the criteria by which one company includes another entity in its
consolidated financial statements. FIN 46 requires a variable interest entity
("VIE") to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
entitled to receive a majority of the entity's residual returns or both. The
consolidation requirements of FIN 46 apply immediately to VIE's created after
January 31, 2003, and apply in the first fiscal period beginning after June
15, 2003, for VIE's created prior to February 1, 2003. As the Company does not
currently have an interest in a VIE, management does not expect that the
adoption of FIN 46 will have a significant immediate impact on the financial
condition or results of operations of the Company.
In November 2002, the FASB issued SFAS Interpretation No. 45 ("FIN 45"),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness of Others. FIN 45 elaborates on the
disclosures to be made by the guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued.
It also requires that a guarantor recognize, at the inception of a guarantee,
a liability for the fair value of the obligation undertaken in issuing the
guarantee. The initial recognition and measurement provisions of this
interpretation are applicable on a prospective basis to guarantees issued or
modified after December 31, 2002, while the provisions of the disclosure
requirements are effective for financial statements of interim or annual
reports ending after December 15, 2002. The Company is currently evaluating
the recognition provisions of FIN 45, but does not expect that the adoption of
FIN 45 will have a significant immediate impact on the financial condition or
results of operations of the Company, as the Company has made no guarantees.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which addresses accounting and financial
reporting for the impairment or disposal of long-lived assets. This statement
was effective for the Company on April 1, 2002. The adoption of SFAS No. 144
did not have an impact on the financial condition or results of operations of
the company.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation Transition and Disclosure. This statement amends SFAS No. 123,
Accounting for Stock-Based Compensation and establishes two alternative
methods of transition from the intrinsic value method to the fair value method
of accounting for stock-based employee compensation. In addition, SFAS No.
148 requires prominent disclosure about the effects on reported net income and
requires disclosure for these effects in interim financial information. The
provisions for the alternative transition methods are effective for fiscal
years ending after December 15, 2002 and the amended disclosure requirements
are effective for interim periods beginning after December 15, 2002. The
Company plans to continue accounting for stock-based compensation under APB
25. Therefore, this pronouncement is not expected to impact the Company's
financial position or results of operations.
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2003 AND 2002
3. Significant accounting policies (continued):
Use of estimates:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 date of the balance sheet and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.
4. Property and equipment:
At March 31, 2003, property and equipment consist of the following:
Unaudited
Proforma Historical
(Note 1)
Office furniture and equipment $ 24,000 $ 99,351
Equipment 45,050 119,404
Land and building 85,000 85,000
-------- ----------
154,050 303,755
Less accumulated depreciation and amortization 10,263 129,586
-------- ----------
$ 143,787 $ 174,169
======== ==========
5. Notes payable:
At March 31, 2003, notes payable consist of the following:
Unaudited
Proforma Historical
(Note 1)
Note payable, interest at 9.5%, payable in monthly
installments of $2,000, originally due July 15, 2003,
collateralized by inventory and accounts receivable $ 83,932
Note payable, interest at 10.5%, payable in monthly
installments of $5,635, originally due April 1, 2003,
collateralized by inventory, accounts receivable, equipment
and real estate owned by the Company's majority shareholder 204,757
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2003 AND 2002
5. Notes payable (continued):
Unaudited
Proforma Historical
(Note 1)
Note payable, interest at 8%, payable in
monthly installments of $1,956, due July
2009, collateralized by all of the assets
of MPHIS $ 115,923 $ 115,923
Note payable, interest at 7.9%, payable in
monthly installments of $590, due July 2016,
collateralized by land and building 58,385 58,385
Note payable, interest at 24%, payable in
monthly installments of $905, due May 2004 12,931 12,931
Note payable, related party, interest at 5%,
payable in monthly installments of $375, due
September 2004 10,874 10,874
--------- --------
198,113 486,802
Less current portion 33,991 322,680
--------- --------
$ 164,122 $ 164,122
========= ========
Future minimum note payments as of March 31, 2003, are approximately as
follows:
Years ending March 31,
2004 $ 322,680
2005 26,265
2006 20,277
2007 21,957
2008 45,773
Thereafter 49,850
---------
$ 486,802
==========
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2003 AND 2002
6. Related party transactions:
During the years ended March 31, 2003 and 2002 the Company transferred
inventory with a carrying value of approximately $20,000 and $25,000,
respectively, to an officer and shareholder of the Company in exchange for a
receivable. The shareholder used the inventory for promotional and other
sales purposes on behalf of the Company. The Company entered into an
agreement with the officer and shareholder whereby the receivable was to be
settled in exchange for 32,944 shares of treasury stock, which management
believes is the fair value of the stock. Accordingly, the amounts receivable
from the shareholder have been shown as a reduction of stockholders equity at
March 31, 2003 and 2002. This agreement was terminated in connection with the
disposition of MPSI in May 2003, and the receivable was acquired by the
shareholder.
At March 31, 2002, the Company owed $41,129 to one of its shareholders and
officers. Interest on the advance was at 8% and the advance was due to be
repaid in May 2005. In April 2002, the advance, together with accrued
interest of $3,871 was converted to 197,232 shares of common stock. Included
in interest expense for the year ended March 31, 2002 is $3,871 relating to
the advance.
7. Commitments:
Operating lease:
The Company leases its operating facility on a month-to-month basis. The
lease may be canceled upon 30 days notice by the Company. The Company also
leases office equipment under operating leases with various terms through
February 2004. Total lease expense for the years ended March 31, 2003 and
2002 was approximately $33,000 and $36,000, respectively.
8. Income taxes:
At March 31, 2003 the Company has a net operating loss carryforward of
approximately $1,690,000, expiring on various dates through 2023 if not
utilized. The net operating loss carry forwards may be subject to certain
limitations due to the disposition of MPSI and to business acquisitions and
other transactions. A valuation allowance has been provided to reduce to zero
deferred tax assets arising from net operating losses and temporary
differences because the future utilization cannot be assured at this time.
9. Shareholders' equity:
During the year ended March 31, 2002, 43,829 shares of common stock were
issued in exchange for a note payable in the amount of $20,000. Also during
the year ended March 31, 2002, 1,314,878 shares of common stock were issued
pursuant to employment agreements to two of the Company's directors. Theses
shares were valued at $80,000 at the date of issuance. Compensation expense
of $67,778 and $41,111 has been deferred at March 31, 2002 and March 31, 2003,
respectively, in accordance with the terms of the employment agreements.
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2003 AND 2002
9. Shareholders' equity (continued):
During the year ended March 31, 2003, 863,889 shares of common stock were
issued in private placements at prices ranging from $0.22 to $0.75 per share;
197,232 shares of common stock were issued in exchange for a note payable to
an officer of the Company in the amount of $45,000 and 30,000 shares of common
stock valued at $30,000 were issued in connection with the Company's
acquisition of the assets of A&V. During the year ended March 31, 2003, the
Company's founding shareholder awarded 230,100 of his shares of the Company's
common stock to Company employees. The Company has accounted for this award
as a capital contribution by the founding shareholder resulting in
compensation expense and an increase in additional paid-in capital of $52,500.
Also during the year ended March 31, 2003, the Company reserved 130,000 shares
of common stock for issuance to employees as compensation. Certain employees
and directors were awarded 19,750 shares of common stock valued at $0.75 per
share resulting in compensation expense of $14,813.
10. Subsequent events:
Effective May 30, 2003, the Company entered into an asset purchase agreement
with Medical Billings Management Inc., a corporation based in the state of
Mississippi. As a result of the acquisition, the Company expanded its medical
transcription and medical billings business. Under the terms of the
agreement, the Company purchased certain operating assets and assumed certain
lease obligations of Medical Billings Management Inc., in exchange for
$450,000 ($150,000 paid at closing, $75,000 payable six months after closing
and $225,000 payable on May 31, 2004, subject to an earn-out provision based
on actual revenues).
On September 5, 2003, the Company completed a merger with Piezo Instruments,
Inc., ("Piezo"), a Utah Corporation. Piezo is effectively a public shell
company with no significant assets or liabilities. Under the terms of the
agreement and plan of reorganization, the shareholders of the Company sold
100% of the issued and outstanding shares of the Company to Piezo in exchange
for 16,000,000 newly issued shares of voting common stock of Piezo. The
transaction is expected to be accounted for as a reverse acquisition of Piezo
by the Company since the shareholders of the Company own approximately 89% of
the post-acquisition common stock of the consolidated entity immediately after
the completion of the transaction.
OMNI MEDICAL HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS MASTEL PRECISION, INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2003 AND 2002
11. Contingencies:
On October 1, 2003, (unaudited) some of the minority shareholders of the
entity formerly known as Daycor, notified the Company that they believe that
Omni has taken actions that have diluted their interests. These minority
shareholders have demanded the return of certain assets or a substantial
financial settlement to be reached within 15 days. These minority
shareholders have notified the Company of their intentions to make a filing
with the American Arbitration Association pursuant to the Agreement for the
Exchange of Common Stock dated April 15, 2002 if the matter is not resolved
within the 15 day timeframe. There have been no stated monetary damages
claimed. Management believes that the issue raised by these minority
shareholders is without merit and management intends to vigorously defend any
action, if filed. However, it is too early to determine the ultimate outcome
of the matter.
(b) Pro Forma Financial Information.
Proforma balance sheets and statements of operations as of the most recent
year and interim periods have not been presented as management believes that
they would not differ from the historical September 30, 2003 balance sheets
and statements of operations already presented since Piezo had no significant
assets, liabilities or operating activities.
(c) Exhibits.
Attached:
---------
2.1 Agreement and Plan of Reorganization*
Exhibit A & A-1 Omni Stockholders
Exhibit B Piezo Financial Statements for
the years ended December 31, 2002
and 2001(1)
Exhibit B-1 Piezo Financial Statements for
The period ended June 30, 2003(2)
Exhibit C Exceptions to Piezo Financial
Statements
Exhibit D Omni Financial Statements
for the years ended March 31,
2002 and 2001 ("Audited", and the
nine months ended December 31, 2002
(Unaudited)(3)
Exhibit E Exceptions to Omni Financial
Statements
Exhibit F Investment Letter
Exhibit G Piezo Compliance Certificate
Exhibit H Omni Compliance Certificate
Schedule 1.5.1 Canceling Principal Stockholders
Schedule 1.5.2 Shares Issued in Consideration
Of Cancellation and Waiver of
Registration Rights
Schedule 1.6.1 Piezo Stockholders Subject to
Lock-Up/Leak-Out Agreement
Schedule 1.6.2 Lock-Up/Leak-Out Agreement
Schedule 1.7.1 Consulting Agreement
99.1 Letter to Omni Stockholders*
99.2 Accredited/Sophisticated Investor Questionnaire*
99.3 Letter of Instructions*
99.4 Acknowledgment*
* Previously filed with the Securities and Exchange Commission.
Incorporated by Reference:
--------------------------
10-KSB Annual Report for the year ended December 31, 2002, filed with the
Securities and Exchange Commission on March 26, 2003.
10-QSB Quarterly Report for the quarter ended June 30, 2003, filed with the
Securities and Exchange Commission on July 16, 2003.
Preliminary Information Statement filed with the Securities and Exchange
Commission on September 17, 2003.
Amended Preliminary Information Statement filed with the Securities and
Exchange Commission on September 23, 2003.
(1) Incorporated by reference from the 10-KSB Annual Report of Piezo
for the year ended December 31, 2002.
(2) Incorporated by reference from the 10-QSB Quarterly Report of
Peizo for the quarter ended June 30, 2003.
(3) See the caption "Financial Statements of Omni," above, and Item
7.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
OMNI MEDICAL HOLDINGS, INC.
Date: 11/21/03 /s/ Arthur D. Lyons
-------- ------------------------
Arthur D. Lyons
Director and President