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, 2002
[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.)
8303 SOUTHWEST FREEWAY, SUITE 950
HOUSTON, TEXAS 77074
(Address of principal executive offices) (Zip Code)
(713) 773-3284
(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, 2002 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 September 20, 2002 was $286,622. As of
September 20, 2001 the registrant had 34,805,065 shares of common stock
outstanding.
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....................................... 5
ITEM 3. LEGAL PROCEEDINGS............................................... 5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............. 6
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS........ 6
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS...... 7
ITEM 7. FINANCIAL STATEMENTS............................................ 10
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE................................. 23
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ...... 24
ITEM 10. EXECUTIVE COMPENSATION........................................... 24
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT... 26
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................... 27
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................. 27
ITEM 14. CONTROLS AND PROCEDURES.......................................... 28
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 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 was initially formed to take advantage of the marketing
opportunities in Mexico of the drug, AnvirzelTM, a drug that the Company was
told had good results in treating some cancers and other serious diseases. A
transaction to obtain the exclusive distribution rights to AnvirzelTM was not
consummated and the company now has no business. More importantly though, the
Company has no cash, working capital or access to the debt and equity markets
due to the Company's distressed financial condition, which might otherwise
provide debt or equity funding with which to conduct operations. 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 is currently negotiating a
change of control agreement with a significant corporate shareholder and
consultant to avoid potential litigation. For more information regarding this
potential change of control and settlement, see Item 3 Legal Proceedings and
Note 9 to the financial statements.
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".
DEVELOPMENTS SUBSEQUENT TO THE REVERSE MERGER THROUGH THE FISCAL YEAR
ENDED JUNE 30, 2002.
On October 12, 2001, Samuel M. Skipper was elected to the office of
Chairman of The Board and Robert B. Dillon became Chief Executive Officer. This
action was initiated subsequent to the resignation of certain of the Company
officers and Board members. Both the Board of Directors and the resigning
directors and officers resignations resulted from the reverse merger and were
unrelated to operating performance or accounting issues. As of April 10, 2002,
Samuel M. Skipper, Chairman of the Board, resigned and was replaced by Michael
G. Wirtz.
On October 10, 2001, the Company agreed to issue 1,150,000 shares of
common stock to Dr. Donald Baxter, the holder of a $75,000 July 2001 Note
Payable from the Company, in exchange for $300,000, and full payment and
cancellation of the $75,000 July 2001 Note.
On March 29, 2002 the Company received written demand on the $75,000
Note Payable from the Attorney representing Donald E. Baxter, a consultant and
stockholder of the Company. Baxter believes he is owed $75,000 principal on a
promissory note that was executed in July, 2001 ("July 2001 Note"). The Company
has held that the note was part of the purchase price for 1,150,000 shares of
the Company's common stock. Two of the Company's principal shareholders, Mr.
Dillon and Mr. Skipper, pledged their shares as part of the stock purchase
agreement and Baxter believes he is entitled to those shares, based on
conditions in the stock purchase agreement, which would give him control of
approximately 86% of the Company's Class A common shares and 100% of the
Company's Class B common shares. To avoid litigation the Company is negotiating
a settlement to give Baxter control of approximately 86% of the Company. The
$75,000 July 2001 Note is a contingent liability and is not recorded in the
Company's financial statements, but will be included as part of the negotiated
settlement which will transfer Dillon's, Skipper's and some others shares of the
Company to Baxter.
COMPANY BACKGROUND
ACOLA Corp, (OTCBB.ACAC), a Delaware corporation headquartered in
Houston, Texas, was established to capitalize upon the possible acquisition of
an exclusive 20 year agreement with Ozelle Pharmaceuticals, Inc. for the
distribution of ANVIRZELTM in Mexico. ACOLA was unsuccessful in its attempt to
enter into the Mexican market and has abandoned its efforts in this regard.
RECENT PROBLEMS FOR THE COMPANY
Despite the belief of the Company's Board and Management of the
tremendous potential of marketing ANVIRZELTM in Mexico, the company was not able
to raise significant funds to complete the exclusive Mexico distribution
agreement for ANVIRZELTM and has abandoned its efforts in this regard. The
Company had difficulties in setting up its Mexico distribution network and
finding an appropriate Mexico partner, and was unable to locate an equity
investor to fund the Company on a long term basis. The Company has no operations
and it is not expected that the Company will ever have any operations. The
company is negotiating a settlement agreement with a shareholder, Dr. Donald
Baxter, that will give control of 86% of the Company to Dr. Baxter.
PERSONNEL
As of June 30, 2002, 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
On or about August 4, 2000, Management received a letter from an
attorney advising that there is an Order for Entry of Default Judgment in favor
of two alleged former employees of Northern Lights Software, Ltd. (a subsidiary
of the Company) dated March 10, 1998 in the total amount of $74,887. The
judgment was obtained in the State of Colorado and was apparently for unpaid
wages. Until such time, present management was unaware of this claim and
judgment. A former director of the Company advised management that he was also
unaware of this claim and judgment and believed that claimants were actually
employees of Northern Lights Software (New York) Ltd., a subsidiary of Northern
Lights Software, Ltd. Pursuant to an Agreement and Plan of Reorganization dated
February 15, 1999, that former director personally warranted that there were no
undisclosed liabilities in the Company. The Company intends to dispute the
judgment. Management is not able to determine its chance of success in
attempting to set aside the judgment but has obtained compensation in the amount
of $10,300 from the former director in exchange for an indemnity agreement with
the Company.
The Company is in the process of attempting to negotiate a
resolution of this matter with the attorney for the plaintiffs for a complete
release of the judgment against the Company.
On or about March 19, 2001, the Company received notice of a lawsuit
from two individuals claiming they are due $26,000 pursuant to their respective
consulting agreements. Management asserts that only 4,000 shares of the
Company's common stock is due to each. The Company originally accrued a total
amount of $10,000 for the consultants. Management believes the probability of
any judgment against the Company is remote and has not accrued any additional
expense toward a settlement resulting from resolution of future negotiations or
litigation. The lawsuit is now scheduled to go to trial sometime in late 2003.
On or about June, 2002, the Company learned that its former website
developer had filed a lawsuit against the company for an amount owed to the
website developer. As of August 1, 2002, the Company had not been served with
said lawsuit. On or about January 4, 2002, the Company received written demand
from the attorney for its former website developer for payment of its billing
under the Company's agreement. The Company has held several discussions with
said attorney and expects to resolve the differences in a mutually beneficial
manner. Though not formally resolved as of the date of this 10-KSB, management
has estimated that a contingent liability exists and accrued $76,294 as a
potential liability for this demand.
On March 29, 2002 the company received written demand from the
Attorney representing Donald E. Baxter, a consultant and stockholder of the
Company. Baxter's claims that he has been defrauded by investing in the Company
and that the Company has had numerous violations of federal and state law, filed
materially misleading filings with the Securities and Exchange Commission, filed
false financial statements and has conspired to manipulate the market. Baxter
also claims he is due amounts aggregating at least $375,000 but is willing to
settle for a transfer of controlling interest in the Company among other things.
Management is attempting to negotiate a resolution of this matter and believes
they are close to a settlement that would give Baxter control of approximately
86% of 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 relating to the Company except for Mr.
Dillon who has a personal judgment against him unrelated to the Company. 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 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
FISCAL 2001 HIGH LOW
----------- ---- ---
First Quarter $ 16.00 $ 6.40
Second Quarter $ 6.80 $ 0.80
Third Quarter $ 2.00 $ 0.28
Fourth Quarter $ 0.72 $ 0.12
As of September 20, 2002, 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, however the
Company has not profits, 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, 2002, the Company issued no unregistered
shares of its Class A common stock. It issued 2,000,000 shares of Class B common
stock that were not registered in a transaction that was exempt from
registration under Section 4(2) of the Securities Act of 1933 as not involving a
public offering.
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 $280,000 to the Stockholders of MegaChain in exchange for 100%
of the equity interests of Acola. MegaChain.com Ltd. then changed its name to
Acola Corp. ("Acola Corp.") after completion of the reorganization process.
Acola has accounted for the acquisition as a reverse acquisition of
MegaChain under the purchase method of accounting. Consequently, the historical
financial statements of Acola prior to the acquisition have become the financial
statements of the Company, and the results of operations of MegaChain have been
combined with Acola effective with the acquisition. As a result of the
acquisition, the former equity holders of Acola now own approximately 99.9% of
the voting stock of the Company, which has changed its name to Acola Corp. The
acquisition did not require the approval of the stockholders of the Company and
the name change was previously approved by the Company's stockholders.
Coincident with this transaction, Acola has filed on Forms 8-K with the
Securities and Exchange Commission notice of the transaction and notice of a
change of its independent accountants.
As provided for in the Agreement, upon completion of the
transaction, Robert B. Dillon was appointed as the new President, Chief
Executive Officer and director and Samuel M. Skipper as the new Chairman of the
Board, Secretary and director. The previous officers and directors resigned. On
April 10, 2002, Samuel M. Skipper resigned as Chairman of the Board and as
Director. He has been replaced by Michael G. Wirtz.
On October 9, 2001 an amended Form S-8 was filed by MegaChain.com,
Ltd. registering 4,500,000 shares of the Company's common stock ($.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 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 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.
The Company is close to a settlement with a shareholder, Dr. Donald
Baxter, that will give Baxter control of approximately 86% of the Company. More
detail of this transaction can be found in Item 1 and Footnote Number 9 to the
financial statements.
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 and
its predecessor MegaChain.com Ltd. has suffered recurring losses from operations
of approximately $3.6 million and at June 30, 2002 has negative working capital
of approximately $222,000 and cash of only $ 179. These factors, among others,
strongly suggest the Company will not remain in business or continue as a going
concern. 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 it was believed by prior management that the Company's
software product was ready to be sold as a stand-alone data base management
system, a considerable sales and marketing budget, not currently available to
the Company, would have been required in order to properly operate and market
the product. Because the new owners and management of the Company are interested
in other opportunities, an agreement was reached to exchange the Company's
software product, with a net capitalized cost of $142,500, and computer
equipment, with a net cost of $28,582, for the extinguishment of liabilities in
the amounts of $112,350 to a related party, Blue Wave Productions Ltd. and
$144,720 to other third parties. This exchange has been reflected in the Fiscal
2002 financial statements.
Acola Corp. entered into an option agreement with Ozelle
Pharmaceuticals, Inc., a Nevada corporation ("Ozelle") to acquire the exclusive,
20-year Mexico distribution rights ("Rights") to AnvirzelTM and all of its
related and derivative products ("Products"). AnvirzelTM is believed by
management to be a unique, patented, botanical drug for the treatment of certain
cancers, HIV/AIDS, and Hepatitis C. For the sum of $2,006,000, Ozelle was to
grant to the Company (i) the exclusive distribution rights to Anvirzel(TM) in
the Republic of Mexico, and (ii) 236,000 shares of common stock of Ozelle. On
November 16, 2001 the Ozelle Rights option agreement expired. The Company made a
$200,000 down payment on the option agreement and in exchange received 23,529
shares of Ozelle Pharmaceuticals, Inc. common stock. Ozelle is a privately held
corporation and there is presently no readily available market for these shares.
These shares have been reduced in value to approximate fair market value of
$1.00 as determined by management of the Company. Because of the financial
condition of the Company and other matters, the Company has abandoned efforts
with regard to the option agreement.
FISCAL YEAR ENDED JUNE 30, 2002 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2001
Revenue:
The Company did not earn any revenue during the years ended June 30, 2002 and
June 30, 2001.
Cost of Revenue:
There was no cost of revenue in fiscal 2002 and 2001.
Professional Fee Expenses: Professional fee expenses for the years ended June
30, 2002 and 2001 were $63,814 and $88,418 respectively, a decrease of $24,604.
This decrease was due in part to the Company's lack of operations and activity
during 2002. Some of the professional fees have been paid by one of the
Company's shareholders, in exchange for a note payable to the shareholder.
Selling and Marketing Expenses: Selling and Marketing expenses for the year
ended June 30, 2002 and 2001 were $16,156 and $106,169 respectively, a decrease
of $90,013. This decrease was due primarily to the Company's change of direction
and elimination of its sales and marketing activities in 2002.
Software Development Expenses: During the year ended June 30, 2002 the Company
did not develop any software nor did it incur any software development costs.
This is a decrease of $417,270 from the year ended June 30, 2001. The decrease
is due to the cessation of software development.
Management Fee Expenses: Management fee expenses for the year ended June 30,
2002 were $14,351, a decrease of $75,234 from the year ended June 30, 2001. The
decrease was due to the non accrual and payment of management fees in fiscal
2002.
General and Administrative Expenses: General and administrative expenses for the
year ended June 30, 2002 and 2001 were $145,506 and $164,504 respectively, a
decrease of $18,998 from the year ended June 30, 2001. The decrease was due
primarily because the company was not conducting any business in 2002.
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. The consulting fees paid in fiscal 2001 were
for the services of Samuel M. Skipper (the Company's former Chairman of the
Board) and Stuart Brazier to advise and consult on MegaChain.com Ltd.'s merger
and acquisition strategies, investor relations and MegaChain.com Ltd.'s business
development. There were no such expenditures in fiscal 2002.
Other Income:
Other income for the year ended June 30, 2002 was $ 126,438, an increase of
$126,438 from the year ended June 30, 2001. This increase was due to 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. The company has a judgment against it relating to
former employees of Formquest International Ltd. (a predecessor of the Company),
who allege they are due salary payments from the Company.
Other Loss:
Other Losses for the year ended June 30, 2002 totaled $302,298, an increase of
$302,298 from the year ended June 30, 2001. This increase was due to writeoff of
computer software and trademark of the Company and the loss in market value of
the Company's holdings of 23,529 shares of Ozelle Pharmaceuticals, Inc.
Website:
The Company's website was shut down on or about December, 2001 because of (i)the
expiration of the option agreement with Ozelle Pharmaceuticals, Inc., (ii) the
company's possible inability to continue as a going concern, (iii) the
feasibility of spending monies on promoting something that the company would no
longer be involved with and (iv) differences with the Company's website
developer. The Company considers the website to have zero value to the Company.
Description of Property:
The Company presently maintains its principal place of business at 8303
Southwest Freeway, Suite 950, Houston, Texas 77074. The office is leased on a
month-to-month basis at a price of $1,000 from Vector Energy Corporation. The
Company's former Chairman of the Board, Samuel M. Skipper is also Chairman of
the Board of Vector Energy Corporation. The company exchanged with Vector some
of its computer equipment for rent of office space.
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 Messrs. Wirtz and Dillon, 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 sheet of ACOLA
CORP. and Subsidiaries as of June 30, 2002 and the related consolidated
statements of operations, changes in shareholders' equity (deficit) and cash
flows for the year ended June 30, 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
audit. The financial statements for the year ended June 30, 2001 were audited by
other accountants whose report dated September 7, 2001 expressed substantial
doubt about the Company's ability to continue as a going concern.
We conducted our audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, the fiscal 2002 consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Acola Corp. and Subsidiaries at June 30, 2002 and the results of its
operations and its cash flows for the year 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, negative 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 10, 2002, the date of this report, the Company's sources of an
adequate supply of financing or capital are severely limited. The Company has
received demand for payment on a contingent unrecorded note payable in the
amount of $ 75,000 for which the Company does not have the resources to pay.
Moreover, the Company does not have the cash or working capital necessary to pay
its creditors. The Company expects to continue to suffer losses and negative
cash flow from operations. If the Company is unable to continue as a going
concern and remain in business, assets which consist primarily of Ozelle
Pharmaceuticals, Inc. stock and other intangible 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. See Note
9 to the accompanying financial statements for a discussion of a possible
settlement agreement and change of control of the Company.
/s/ HARPER and PEARSON COMPANY
Houston, Texas
September 30, 2002
ACOLA CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 2002 and 2001
2002 2001
ASSETS ------------------ -------------
CURRENT ASSETS
Cash and cash equivalents $ 179 $ 37,126
Miscellaneous receivables - 3,857
Prepaid expenses - 21,000
----------- -----------
179 61,983
PROPERTY AND EQUIPMENT - Net - 32,067
OZELLE PHARMACEUTICALS INC. COMMON STOCK 1 -
INTANGIBLE ASSETS - Net 10 157,500
---------- -----------
TOTAL ASSETS $ 190 $ 251,550
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 138,467 $ 252,035
Notes Payable-Shareholder and Other 31,606 -
Due Related Party 5,613 -
Note Payable-Related Party 46,107 -
---------- ----------
TOTAL CURRENT LIABILITIES 221,793 252,035
----------- ----------
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY (DEFICIT)
PREFERRED STOCK; $.001 par value, ($.0001 par value
at June 30, 2001) 5,000,000 shares authorized;
and no shares issued and outstanding - -
COMMON STOCK CLASS A; $.001 par value; 100,000,000 shares authorized; 34,805,050
shares issued and outstanding as of June 30, 2002 and $.0001 par value,
30,000,000 shares authorized 305,065 shares
issued and outstanding as of June 30, 2001. 34,805 31
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, 2002 2,000 -
ADDITIONAL PAID-IN CAPITAL 3,373,173 3,227,770
ACCUMULATED DEFICIT (3,631,581) (3,219,051)
ACCUMULATED OTHER COMPREHENSIVE LOSS - (9,235)
----------- ----------
TOTAL STOCKHOLDERS'(DEFICIT) (221,603)
(485)
----------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' (DEFICIT) $ 190 $ 251,550
=========== ===========
See accompanying notes.
ACOLA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
---------------------
2002 2001
------- -------
EXPENSES
Professional fees $ 63,814 $ 88,418
Selling and marketing 16,156 106,169
Software development - 417,270
Management fee 14,351 89,585
General and administrative expenses 145,506 164,504
--------- --------
239,827 865,946
--------- --------
LOSS FROM OPERATIONS (239,827) (865,946)
OTHER INCOME - Debt forgiveness 116,138 -
- Settlement 10,300 -
INTEREST INCOME 492 4,012
LOSS ON WRITEOFF OF ASSETS (102,299) -
LOSS IN MARKET VALUE OF SECURITIES (199,999) -
--------- ---------
NET LOSS $ (415,195) $(861,934)
========= ==========
BASIC AND DILUTED LOSS
PER SHARE OF COMMON STOCK $ (0.02) $ (3.18)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 23,257,120 271,456
========== ==========
See accompanying notes.
ACOLA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
Accumulated
Class A Class B Additional Other
Common Common Paid-In Accumulated Comprehensive
Stock Stock Capital Deficit Income(Loss) Total
------ ------- ---------- ----------- ------------- ---------
BALANCE
AT JUNE
30,2000 $ 20 $0 $2,762,781 $(2,357,117) $ 3,419 $409,103
ISSUANCE OF COMMON
STOCK FOR SERVICES
PERFORMED 6 428,994 429,000
ISSUANCE OF COMMON
STOCK FOR PREPAID
CONSULTING SERVICES 5 35,995 36,000
NET LOSS FOR THE YEAR
ENDED JUNE 30, 2001 (861,934) (861,934)
FOREIGN CURRENCY
TRANSLATION ADJUSTMENT (12,654) (12,654)
----------
TOTAL COMPREHENSIVE LOSS (874,588)
----- ---- ---------- ----------- -------- ----------
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 $34,805 $2,000 $3,373,173 $(3,631,581) $ - $(221,603)
JUNE 30, 2002 ======= ======== ========== ============ ========= ==========
See accompanying notes
ACOLA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
--------------------------
2002 2001
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(415,195) $(861,934)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 0 69,202
Debt forgiveness income not providing cash (116,138) -
Loss of writeoff of assets not requiring cash 102,299 -
Issuance of common stock for services performed - 421,270 -
Changes in assets and liabilities:
Miscellaneous receivables 3,857 443
Prepaid expenses 21,000 16,002
Accounts payable 113,568 238,262
--------- ---------
Net cash used in operating activities (290,609) (116,755)
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 199,999 -
Investment in Trademark (1,400) -
Investment in MegaChain.com Ltd. acquisition (280,000) -
--------- ---------
Net cash used by investment activities (312,051) -
CASH FLOW FROM FINANCING ACTIVITIES
MegaChain.com Ltd. Acquisition Adjustments 470,487 -
Short term loans 83,326 -
--------- -----------
Net cash provided by financing activities 553,813 -
FOREIGN CURRENCY TRANSLATION ADJUSTMENT 11,900 (1,225)
--------- -----------
NET DECREASE IN CASH (36,947) (117,980)
CASH - BEGINNING OF PERIOD 37,126 155,106
--------- -----------
CASH - END OF PERIOD $ 179 $ 37,126
========= =========
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Issuance of Common Stock for Prepaid Consulting Services - $ 36,000
Accounts payable and accrued expenses extinguishments
not requiring cash $ 257,070 $ -
Investment in Website acquired through Accounts Payable $ 76,294 $ -
The accompanying notes to consolidated financial statements
are an integral part of this statement.
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. Any comparisons of
operations included on the Statement of Operations for the year ended June 30,
2001 versus the year ended June 30, 2002 are not relevant due to different
operating goals and management plans resulting from the merger as discussed in
Note 3.
As reflected in the accompanying financial statements, the Company has negative
working capital, almost no cash, no revenues, and no ongoing operations to
generate cash, working capital or profits. The Company and its predecessor
MegaChain.com Ltd. has accumulated approximately $3.6 million of losses which
will continue in the future. Because of these and other matters, it is highly
unlikely that the Company will be able to raise additional debt or equity
capital in amounts necessary to remain in business. Consequently, it is very
probable that the Company will not be able to remain in business. The amounts
reflected on the accompanying balance sheet do not include any adjustments to
reflect the Company's inability to remain in business. Generally however, when a
business is unable to remain a going concern, assets are liquidated for a very
small percentage of the amounts reflected on its balance sheet. At this time,
the Company does not possess adequate assets to satisfy its debts or to return
to its shareholders their capital investments.
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 and
its predecessor MegaChain.com Ltd. has suffered recurring losses from operations
of approximately $3.6 million and at June 30, 2002 has negative working capital
of approximately $222,000 and cash of only $179. These factors, among others,
strongly suggest the Company will not remain in business or continue as a going
concern. 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 it was believed by prior management that the Company's software product
was ready to be sold as a stand-alone data base management system, a
considerable sales and marketing budget, not currently available to the Company,
would have been required in order to properly operate and market the product.
Because the new owners and management of the Company are interested in other
opportunities, an agreement was reached to exchange the Company's software
product, with a net capitalized cost of $142,500, and computer equipment, with a
net cost of $28,582, for the extinguishment of liabilities in the amounts of
$112,350 to a related party, Blue Wave Productions Ltd. and $144,720 to third
party vendors. This exchange has been reflected in the accompanying financials
at June 30, 2002.
Acola Corp. entered into an option agreement with Ozelle Pharmaceuticals, Inc.,
a Nevada corporation ("Ozelle") to acquire the exclusive, 20-year Mexico
distribution rights ("Rights") to AnvirzelTM and all of its related and
derivative products ("Products"). AnvirzelTM is believed by management to be a
unique, patented, botanical drug for the treatment of certain cancers, HIV/AIDS,
and Hepatitis C. For the sum of $2,006,000, Ozelle was to grant to the Company
(i) the exclusive distribution rights to Anvirzel(TM) in the Republic of Mexico,
and (ii) 236,000 shares of common stock of Ozelle. On November 16, 2001 the
Ozelle Rights option agreement expired. The Company made a $200,000 down payment
on the option agreement and in exchange received 23,529 shares of Ozelle
Pharmaceuticals, Inc. common stock. Ozelle is a privately held corporation and
there is presently no readily available market for these shares. Consequently,
these shares are valued by management at their estimated fair market value of $1
at June 30, 2002. Acola Corp. is no longer pursuing the opportunity with Ozelle
or any other related business venture.
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 property and equipment 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
Cost of Computer Software
The Company accounted for its costs of computer software under the American
Institute of Certified Public Accountants Statement of Position 98-1,
"Accounting for Costs of Computer Software Developed or Obtained for Internal
Use," which requires that costs incurred in the preliminary project stage should
be expensed as incurred. Costs incurred in the application development stage are
capitalized. Post-implementation/operation stage costs such as training and
maintenance are expensed as incurred. The impairment of capitalized software
costs is recognized in accordance with SFAS No. 121 if the software is not
expected to provide any service potential or when it is no longer probable that
the software being developed will be completed and placed in service and the
undiscounted cash flow estimated to be generated is less than the carrying
amount of the software. The Company's evaluation considers changes in the
operating environment and business strategy, competitive information, market
trends and operating performance.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Research and Development Costs
Research and development costs are expensed as incurred.
Intangibles
Technology costs are recorded at cost and are amortized using the straight-line
method over five years.
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. Assumed conversion of options and warrants would be
antidilutive, therefore, basic and diluted earnings (loss) per share are the
same at June 30, 2002 and 2001.
Recoverability of Long Lived Assets
The Company follows SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of". This Statement requires
that long -lived assets and certain identifiable intangibles be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable.
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 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 $280,000 to the
Stockholders of MegaChain in exchange for 100% of the equity interests of
Acola. MegaChain.com Ltd. then changed its name to Acola Corp. ("Acola Corp.")
after completion of the reorganization process.
Acola has accounted for the acquisition as a reverse acquisition of MegaChain
under the purchase method of accounting. Consequently, the historical financial
statements of Acola prior to the acquisition have become the financial
statements of the Company, and the results of operations of MegaChain have been
combined with Acola effective with the acquisition. As a result of the
acquisition, the former equity holders of Acola now own approximately 99.9% of
the voting stock of the Company, which has changed its name to Acola Corp. The
acquisition did not require the approval of the stockholders of the Company and
the name change was previously approved by the Company's stockholders..
As provided for in the Agreement, upon completion of the transaction, Robert B.
Dillon was appointed as the new President, Chief Executive Officer and director
and Samuel M. Skipper as the new Chairman of the Board, Secretary and director.
The previous officers and directors resigned. On April 10, 2002, Samuel M.
Skipper resigned as Chairman of the Board and as Director. He has been replaced
by Michael G. Wirtz.
On October 9, 2001, pursuant to Consulting Agreements, an amended Form S-8 was
filed by MegaChain.com, Ltd. registering 4,500,000 shares of the Company's
common stock ($.0001 par value) valued at $270,000. 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 such contingency could cause a
change of control in the company, subject to mutual agreement of all the
parties. The Company is in the process of negotiating a settlement that would
give control of the Company to the consultant. Further information may be found
in Note 9-Legal Proceedings.
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.
The holders of MegaChain.com Ltd. preferred stock were automatically
converted into 100 shares of Acola Corp. Class A common stock for each share
of MegaChain.com Ltd. preferred 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.
NOTE 4 - PROPERTY AND EQUIPMENT
At June 30, 2002, all of the Company's property and equipment has been written
off. The Company's website was shut down on or about December, 2001 because of
(i)the expiration of the option agreement with Ozelle Pharmaceuticals, Inc.,
(ii) the Company's inability to continue as a going concern, (iii) the
feasibility of spending monies on promoting a concept that the Company would no
longer be involved with and (iv) disputes with the Company's website developer.
The Company considers the website to have zero value. The Company exchanged all
of its computer equipment for rent with Vector Energy Corporation, a related
entity, of which Mr. Sam Skipper, the former Chairman is also Chairman of the
Board of Vector Energy Corporation.
Property and Equipment consists of the following:
2002 2001
----- -----
Machinery and equipment $ -0- $46,318
Less: Accumulated Depreciation -0- 14,251
------- --------
$ -0- $32,067
======= ========
NOTE 5 - INTANGIBLE ASSETS
Intangible assets consisting of technology no longer being utilized by the
Company were exchanged for the release of a liability to a related party.
Intangible assets consist of the following:
2002 2001
-------- --------
Technology $ -0- $300,000
Less: Accumulated amortization -0- 142,500
Trademark 10 -0-
-------- --------
$ 10 $157,500
======== ========
NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses at June 30, 2002 amount to $138,467.
Accounts payable in the amount of $24,235 due to Michael G. Wirtz for his
accounting and professional services will be forgiven should a settlement be
reached with Dr. Donald Baxter as more fully discussed in Note 9.
NOTE 7 - NOTES PAYABLE
The company has three notes payable with three individuals. The first note
payable is a 90 day, 10% note in the principal amount of $14,500. Its proceeds
were used for day to day Company operating expenses. This note contains a
penalty for 35,000 shares of the Company's common stock if it is not paid on the
due date. The company accrued a liability of $5,950 on March 2, 2002 for the
stock owed to this noteholder which was determined by the price of the Company's
common shares ($0.17) at that date. Interest on the note in the amount of $857
has been accrued on the Company's books through June 30, 2002.
The second note payable is to former Chairman Sam Skipper, a related party, who
incurred expenses on behalf of the Company. The note is a 90 day, 10% note in
the principal amount of $44,311. Interest on the note in the amount of $1,796
has been accrued on the Company's books through June 30, 2002.
The third note payable is to a consultant who helped the Company in its initial
development. The note is a 90 day, 3.5% note in the principal amount of $10,000.
Interest on the note in the amount of $299 has been accrued on the Company's
books through June 30, 2002.
Should a settlement with Dr. Baxter be reached, the above notes, interest and
penalty will be forgiven as part of the settlement.
At June 30, 2002, Dr. Donald Baxter claims that the Company still holds a note
payable to him in the principal amount of $75,000 ("July 2001 Note"). The
company believes that this note was part of the purchase price for the sale of
1,150,000 shares of the Company's Class A common stock. Therefore the note is
not included as a liability in the accompanying financial statements. Should a
settlement with Dr. Baxter, a shareholder and consultant to the Company, be
reached, the $75,000 note will be included as part of the settlement agreement.
NOTE 8 STOCKHOLDERS EQUITY
Common Stock
In August 2000, the Company issued 53,125 shares of restricted common stock to
two consulting firms for ongoing services that commenced in July 2000. These
shares were valued at $425,000 and were reflected as deferred consulting fees at
time of issuance. These consulting fees were charged to operations as software
development through December 31, 2000.
In January 2001, the Company issued 45,000 shares of common stock to two
consultants for on-going services commencing in January 2001. These shares were
valued at $36,000 and were reflected as prepaid expenses at time of issuance.
These costs were then charged to consulting expense as the services were
incurred.
In January 2001, the Company issued 5,000 shares of common stock, valued at
$4,000 for legal services.
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".
On June 26, 2001, the Company implemented a 1 for 4 reverse split of its common
stock and was trading under the new stock symbol "MGCA". All amounts of the
Company's common stock presented in these financial statements and notes have
been retroactively restated to give effect to these reverse splits.
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.
Stock Options
In August 1999, the Board of Directors approved the establishment of a stock
option plan and 825,000 options were granted, expiring in five years, to
purchase 825,000 shares of common stock at an exercise price of $0.75, which
represents the fair value of the common stock at date of grant. 350,000 options
were granted to non-employees and 475,000 options were granted to officers and
non-employee members of the Board of Directors. All of these options have
expired as the persons they were granted to have left the service of the company
and 120 days has expired. As permitted under SFAS No. 123, the Company accounts
for stock options granted to officers, employees and non-employee members of the
Board of Directors as prescribed under Accounting Principles Board Opinion No.
25 which recognizes compensation cost based upon the intrinsic value of the
equity award. Accordingly, no compensation expense was recognized for such
equity awards.
As of June 30, 2002, there were no options outstanding.
Warrants
There are no warrants issued or outstanding from the Company.
NOTE 9 - LEGAL PROCEEDINGS
On or about August 4, 2000, Management received a letter from an attorney
advising that there is an Order for Entry of Default Judgment in favor of two
alleged former employees of Northern Lights Software, Ltd. (a subsidiary of the
Company) dated March 10, 1998 in the total amount of $74,887. The judgment was
obtained in the State of Colorado and was apparently for unpaid wages. Until
such time, present management was unaware of this claim and judgment. A former
director of the Company advised management that he was also unaware of this
claim and judgment and believed that claimants were actually employees of
Northern Lights Software (New York) Ltd., a subsidiary of Northern Lights
Software, Ltd. Pursuant to an Agreement and Plan of Reorganization dated
February 15, 1999, that former director personally warranted that there were no
undisclosed liabilities in the Company. The Company intends to dispute the
judgment. Management is not able to determine its chance of success in
attempting to set aside the judgment but has obtained compensation in the amount
of $10,300 from the former director in exchange for an indemnity agreement with
the Company.
On or about March 19, 2002, the Company received notice of a lawsuit from two
individuals claiming they are due $26,000 pursuant to their respective
consulting agreements. These consultants assisted in providing content and
advice on the Company's website that was being built in late 2001. Management
asserts that only 4,000 shares of the Company's common stock is due to each. The
Company accrued a total amount of $10,000 for the consultants. Management
believes the probability of any judgment against the Company is remote and has
not accrued any additional expense toward a settlement resulting from resolution
of future negotiations or litigation.
On or about January 4, 2002, the Company received written demand from its
website developer for payment of its billing under the Company's agreement. The
Company has held several discussions with said website developer and expects to
resolve the differences in a mutually beneficial manner. Though not formally
resolved as of the date of this 10-KSB, management has estimated that a
contingent liability exists and accrued $76,294 as a potential liability for
this demand.
On March 29, 2002 the company received written demand from the Attorney
representing Donald E. Baxter, a consultant and stockholder of the Company.
Baxter claims that he has been defrauded by investing in the Company and that
the Company has had numerous violations of federal and state law, filed
materially misleading filings with the Securities and Exchange Commission, filed
false financial statements and has conspired to manipulate the market. Baxter
also claims he is due $375,000 but is willing to settle for 28,523,400 of the
Company's Class A shares as part of a comprehensive settlement agreement. Such
Company share amounts, if transferred to Baxter, would give Baxter control of
the Company. Management is attempting to negotiate a resolution of this dispute
and believes they are close to a settlement that would give Baxter, including
Company shares currently held by him, control of approximately 86% of 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 except for Mr. Dillon who has a personal
judgment against him unrelated to the Company.
Note 10 - 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.
NOTE 11 - CONTINGENCIES
At the time of the disposition of Northern Lights Software Ltd. (New York),
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.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
The Company changed its accountants to Harper and Pearson Company after
its reverse merger in 2001. The former accountants, Cogen Sklar, LLP, were
dismissed on October 9, 2001. The opinion of Cogen Sklar, LLP for the fiscal
year ended June 30, 2001, was a "going concern" opinion but did not contain any
other qualification, limitation or adverse opinion. There have been no
disagreements with the Company's accountants and the appointment of Harper and
Pearson Company was approved by the Company's Board of Directors.
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, 2002. 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
---- --- -------------------------
Michael G. Wirtz 42 Chairman
Robert B. Dillon 53 Director, Chief Executive Officer, President
MICHAEL G. WIRTZ, CHAIRMAN
Michael G. Wirtz has served as Chairman of the Board of Directors of
the Company since April 10, 2002. Mr. Wirtz is an accountant and business
consultant. He previously worked with HMS Fleet Services, Inc., a private marine
and communications consulting group of companies as its comptroller from 1992 to
1999. He earned his MBA degree from Texas Tech University in 1984.
ROBERT B. DILLON, DIRECTOR, CHIEF EXECUTIVE OFFICER, PRESIDENT
Robert B. Dillon has served as Chief Executive Officer, President and as
a Director of the Company since October 12, 2001. A former partner in Houston
Real Estate and Investments Corporation from 1983 to 1985, Mr. Dillon is a
practicing attorney, as well as a seasoned executive. With over twenty-six years
of both litigation and transactional experience, Mr. Dillon offers a broad
experience base to the Acola team. He has been an attorney with Fulbright and
Jaworski, a partner at Beirne, Maynard and Parsons and a sole practitioner. In
addition to practicing law, from 1986 to 1987 he was an owner and the general
counsel of Jordan and Associates, Inc. and its subsidiary, Everon Corporation, a
computer software company which he helped run and eventually sell for several
million dollars to the Ultimate Corporation. Mr. Dillon was admitted to the
Texas Bar in October, 1974, with a B.A. from the University of Texas in 1971,
and a 1974 J.D. from the University of Texas Law School.
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, 2002.
ITEM 10. EXECUTIVE COMPENSATION
The following table summarizes the compensation we paid to the chief
executive officer and the most highly compensated executive officers other than
the CEO 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
------------------ ---- ------ ----- ------------ ------- ------------
Michael G. Wirtz 2002 $6,340 - - - -
Chairman 2001 - - - - -
Robert B. Dillon 2002 - - - - -
President and CEO 2001 - - - - -
Samuel M. Skipper 2002 - - - - -
Former Chairman 2001 - - - - -
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 year ended June 30 2002. The Company
has no outstanding exercised or unexercised stock options granted for
compensation to any executive officer and as such has no aggregated option
exercises in the last fiscal year or fiscal year end stock option value to
report related to compensation. The Company did not provide compensation awards
under any long-term incentive plan in fiscal year ended June 30, 2002.
On August 12, 1999, the Board of Directors approved various "Non
Qualified" stock option agreements. The purpose of granting the stock options
was to attract and retain the best available executive personnel, other key
employees, contract consultants and others to be responsible for the management,
growth and success of the business, and to provide an incentive for such
individuals to exert their best efforts on behalf of the Company and its
shareholders. Optionees under the agreements were Directors, officers, key
employees, consultants and others selected by the Board of Directors who held
positions of responsibility and whose participation in such agreements the Board
and management determined to be in the best interests of the Company. All such
options have expired according to their terms.
COMPENSATION OF DIRECTORS
Directors are not paid for attendance at meetings of the Board of
Directors. However, they are reimbursed for reasonable business expenses. In
addition the Directors receive no shares of the Company's common stock and are
granted no stock options for such attendance.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EQUITY COMPENSATION PLANS
The following table sets forth information relating to compensation
plans under which equity securities of the Company are authorized for issuance:
---------------------------------- -------------------------------- -------------------------------- -------------------------------
Number of securities to be Weighted-average exercise Number of securities
issued upon exercise of price of outstanding options, remaining available for
outstanding options, warrants warrants and rights future issuance under equity
and rights compensation plans (excluding
securities reflected in
column (a))
---------------------------------- -------------------------------- -------------------------------- -------------------------------
---------------------------------- -------------------------------- -------------------------------- -------------------------------
(a) (b) (c)
---------------------------------- -------------------------------- -------------------------------- -------------------------------
---------------------------------- -------------------------------- -------------------------------- -------------------------------
Equity compensation plans
approved by security holders -0- -0- -0-
---------------------------------- -------------------------------- -------------------------------- -------------------------------
---------------------------------- -------------------------------- -------------------------------- -------------------------------
---------------------------------- -------------------------------- -------------------------------- -------------------------------
---------------------------------- -------------------------------- -------------------------------- -------------------------------
Equity compensation plans not
approved by security holders -0- -0- -0-
---------------------------------- -------------------------------- -------------------------------- -------------------------------
---------------------------------- -------------------------------- -------------------------------- -------------------------------
---------------------------------- -------------------------------- -------------------------------- -------------------------------
---------------------------------- -------------------------------- -------------------------------- -------------------------------
Total -0- -0- -0-
---------------------------------- -------------------------------- -------------------------------- -------------------------------
The Company has no compensation plans under which equity securities are
authorized for issuance.
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of June 30, 2002 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., 8303 Southwest
Freeway, Suite 950, Houston, Texas 77074. Certain of the shares listed below are
deemed to be owned beneficially by more than one stockholder under SEC rules.
JUNE 30, 2002
SHARES BENEFICIALLY OPTIONS PERCENT OF
OWNED (1) (1) CLASS
--------- ------ -----
DIRECTORS AND EXECUTIVE OFFICERS
Michael G. Wirtz 200,000 -0- (2)
Robert B. Dillon (3)Class A 7,555,000 -0- 21.7%
(4)Class B 1,000,000 -0- 50.0%
Directors and Executive Officers
as a Group (2 persons) 7,755,000 -0- 28.28%
5% BENEFICIAL OWNERS
Samuel M. Skipper Class A 10,850,000 -0- 31.17%
(4) Class B 1,000,000 -0- 50.0%
Michael N. Manteris 5,170,000 -0- 14.85%
(1) Includes shares of Common Stock such person has the right to acquire
after June 30, 2002 by exercise of outstanding stock options or
warrants. Shares subject to exercisable stock options or warrants
are zero.
(2) Less than 1%.
(3) Includes 200,000 shares owned by Mrs. Dillon, the spouse of Mr. Dillon,
as to which Mr. Dillon disclaims beneficial ownership.
(4) Mr. Dillon and Mr. Skipper own 1,000,000 shares each (50%) of the Class
B supervoting common stock of the total 2,000,000 authorized and issued
shares.
As noted in Item 1, Donald E. Baxter (as previously discussed) potentially will
own approximately 86% of the Class A Common Stock of the Company and 100% of the
Class B Common Stock of the Company should a negotiated settlement be achieved.
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, is Chairman of the Board of Vector Energy
Corporation.
Dr. Donald E. Baxter was employed pursuant to a one-year consulting
agreement that commenced on August 22, 2001. The agreement provides 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 is greater on the exercise date. These shares were not issued.
The Company accrued a management fee of $-0- in 2002 and
$89,585 in 2001 and paid a management fee to Blue Wave Productions Ltd.
whose principal stockholders were Messrs. Lavin. These individuals are also
principal stockholders of MegaChain.com Ltd. MegaChain.com Ltd. leased its
office space and office equipment from Blue Wave Productions Ltd. for
approximately $-0- per month in 2002 and $1,000 per month in 2001. Also during
2002 and 2001, Messrs. Lavin paid approximately $-0- and $63,000 of expenses
on behalf of MegaChain.com Ltd. These expenses consisted mainly of contract
labor and telephone expenses. These expenses were fully reimbursed by
MegaChain.com Ltd. to Messrs. Lavin during each year and charged to general and
administration expenses.
Amounts due to Messrs. Lavin and included in accounts payable as of June 30,
2002 and 2001 were approximately $-0- and $97,000, respectively.
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 the Chief Financial Officer have
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/ Michael G. Wirtz
----------------------
Michael G. Wirtz, Chairman
September 30, 2002
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/ Robert B. Dillon Director, Vice Chairman of the Board, September 30, 2002
---------------------------
Robert B. Dillon (Principal Executive Officer)
/s/ Michael G. Wirtz Director, Chairman of the Board, September 30, 2002
---------------------------
Michael G. Wirtz (Principal Financial Officer)
CERTIFICATIONS
I, Robert B. Dillon, certify that:
1. I have reviewed this annual report on Form 10-KSB of Acola Corp.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: September 30, 2002
/s/ Robert B. Dillon
-------------------------------------------------
Robert B. Dillon, Chief Executive Officer
CERTIFICATIONS
I, Michael G. Wirtz, certify that:
1. I have reviewed this annual report on Form 10-KSB of Acola Corp.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: September 30, 2002
/s/ Michael G. Wirtz
--------------------------------
Michael G. Wirtz, Chief Financial Officer