FORM 10-K(SB)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the fiscal year ended June 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from ____________ to _____________
Commission File No.
0-18113
TENET INFORMATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
UTAH 87-0405405
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
53 WEST 9000 SOUTH
SANDY, UTAH 84070
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (801) 568-0899
Securities Registered Pursuant to Section 12 (g) of the Act:
Common Stock
(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 and 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. (1) Yes_ X__ No__ (2) Yes X
No___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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 [ ].
State issuer's revenues for its most recent fiscal year:$ 897,755
State the aggregate market value of voting stock held by non-affiliates
computed by reference to the price at which the common equity was sold, or the
average bid and asked price of such common equity, as of a specified date
within the past 60 days. No current market value for common stock within last
60 days.
The number of shares outstanding of the Registrant's Common Stock as of October
13, 2003 was 19,336,205.
TABLE OF CONTENTS
Page #
PART I
Item 1 Business 1
Item 2 Properties 2
Item 3 Legal Proceedings 2
Item 4 Submission of Matters to a Vote of Security Holders 3
PART II
Item 5 Market for the Registrant's Common Equity
and Related Stockholder Matters 3
Item 6 Management's Discussion and Analysis of Financial 3
Condition and Results of Operation
Item 7 Financial Statements 5
Item 8 Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure 6
Item 8A Controls and Procedures 6
PART III
Item 9 Directors, Executive Officers, Promoters and Control
Persons of the Registrant: Compliance with Section
16)a) of the Exchange Act 6
Item 10 Executive Compensation 8
Item 11 Security Ownership of Certain Beneficial
Owners and Management 10
Item 12 Certain Relationships and Related Transactions 11
PART IV
Item 13 Exhibits and Reports on Form 8-K 11
SIGNATURES 12
EXHIBITS Attached
ITEM 1: BUSINESS
GENERAL
Employees of Telemed who organized the buyout of Telemed's pulmonary and
respiratory care information services business incorporated the Company on
February 24, 1984. In March 1984, the Company purchased that business for cash
and a promissory note.
By 1988, annual revenue had grown to $2.4 million and the Company completed an
initial public offering of its common stock through Schneider Securities in
1989. By September 15, 1989, 23 hospitals were using the Company's respiratory
care management systems (then referred to as "RCMS") and the Company employed
23 full and part-time employees.
Over time, with improvements in computer hardware and performance, the mini-
computer based RCMS product became dated. The last RCMS sale was made in
January 1991. In 1994 a new senior management team was put in place. In 1999,
based on Y2K issues, a business decision was made to discontinue the RCMS
product line.
In the 1995, the Company acquired two complimentary companies; a healthcare
consulting company and software to facilitate emergency department patient
tracking.
During the fiscal year ended 2003 the Company sold the consulting division and
entertained discussions on selling the EdNet product line. Subsequent to June
30, 2003, the company entered into an agreement with Clinical Ventures LLC to
sell the EDNet product line pending shareholder approval, which is expected on
October 22, 2003.
Due to stagnant market performance over the past several years, the company
began reevaluating its strategic alternatives. In May 2003 the company
accepted an offer by certain management to re-acquire the healthcare consulting
operations.
In July 2003 the company accepted an offer by another software vendor to
purchase the companies remaining product line (EDNet) pending shareholder
approval.
ACQUISITIONS:
There have been no acquisitions during the years ended 2002 to 2003
MARKETING
Historically the company marketing efforts have been directed to the healthcare
industry, particularity major hospitals located throughout the country. The
company maintains a website (www.tenetinfo.com) which provides company and
product information.
The position of vice president of sales is currently vacant and is being
filled by the president and chief operating officer.
1
PROTECTION OF PROPRIETARY RIGHTS
The Company holds a registered trademark on the name "IntelliChart{trademark}".
In addition, the Company expects to seek certain patent, trademark and/or
copyright protection in the further development of its new products, if
appropriate. The Company has entered into non-disclosure agreements with
employees, consultants and customers to protect its proprietary technology.
CAPITAL STOCK
The Company's Articles of Incorporation authorize the board of directors,
without shareholder approval, to issue up to 1,000,000 shares of preferred
stock with such rights and preferences as the board of directors may determine
in its discretion. The board of directors has the authority to issue shares of
preferred stock having rights prior to the common stock with respect to
dividends, voting and liquidation.
The current authorized common stock of the Company is 100,000,000 shares.
EMPLOYEES
At June 30, 2003, the Company employed four full-time employees, two part-time
employee and several independent service contractors. The number of employees
and their responsibilities are as follows: Four technical, and two
administrative.
COMPETITION
The health care information systems industry is highly competitive. There are
many companies of considerable size and expertise that could enter the
Company's market for emergency management systems. The Company is aware of
competing emergency department information systems.
ITEM 2: PROPERTIES
The Company's headquarters were relocated to Sandy, Utah in March 2001. The
Company leases approximately 1,920 square feet of office space at a total cost
of approximately $2,414 per month. This is pursuant to a lease that expires on
November 9, 2004.
ITEM 3: LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings, nor to
the knowledge of management, is any litigation threatened against the Company.
2
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Subsequent to June 30, 2003 a special meeting of shareholders has been
scheduled for October 22, 2003. Reference the proxy filing dated September 24,
2003.
PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock began trading in the over-the-counter market in May
1989. Prices were quoted on the National Association of Security Dealers
Automated Quotation System ("NASDAQ") under the symbol "TISI" until November 1,
1991 at which time the Company was suspended from NASDAQ for untimely filings
and inadequate financial resources. On September 3, 1996, the symbol was
changed to "TISV."
Just prior to its suspension from NASDAQ on November 1, 1991, the reported
closing bid and asked prices of the Company's Common Stock were $.03125 and
$.0625, respectively. In 1996 limited public trading of the Company's Common
Stock resumed with price quotations available on the over the counter "bulletin
board". During fiscal year ended June 30, 2003 a limited number of shares
traded on the bulletin board market at a price range of $0.03 to $0.15.
The number of shareholders of record for the Company's Common Stock as of June
30, 2003 was 326, which include depositories and broker/dealers who hold shares
of Common Stock in "nominee" or "street" names.
ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
The following discussion contains forward-looking statements regarding the
company, its business, prospects and results of operations that are subject to
risks and uncertainties posed by many factors and events that could cause the
company's actual business, prospects and results of operations to differ
materially from those that may be anticipated by such forward-looking
statements. Factors that might cause such differences include, but are not
limited to, those discussed herein as well as those discussed under the
captions "risk factors" and "business" as well as those discussed elsewhere in
this prospectus. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
The Company undertakes no obligation to revise any forward-looking statements
in order to reflect events or circumstances that may subsequently arise.
Readers are urged to carefully review and consider the various disclosures made
by the company in this report and in the company's other reports filed with the
securities and exchange commission that attempt to advise interested parties of
the risks and factors that may affect the company's business.
3
Results of Operations
Fiscal 2003 Compared with Fiscal 2002
ACTUAL
REVENUES FY 03 FY 02 Increase % Change
EDNet Systems $525,856 $ 467,542 $ 58,314 12%
Cost of Revenues $189,756 $ 225,205 ($35,449) (16%)
SGA $220,387 $ 118,815 $101,572 85%
DEV $119,984 $ 104,658 $ 15,326 15%
Discontinued Operations $ 99,109 $ 50,336 $ 48,773 97%
Net Income $ 77,474 $ 70,890 $ 6,584 9%
During fiscal year 2003 the company had revenues of $525,856, which represented
an increase of $58,314 or 12% over prior year revenues of $467,542. The
additional revenue in 2003 represented upgrades of existing EDNet customers.
Cost of revenues declined 16% from $225,205 in 2002 to $189,756 in 2003. The
decline was the result of downsizing of the personnel dedicated to operations.
The gross margin increased accordingly to 64% from 52% in 2003.
SGA expenses increased 85% to $220,387 in 2003 as compared to $118,815 in 2002.
This increase resulted from increased legal expenses associated with the sale
of the consulting division and the contemplated sale of the EDNet product line.
Software development expenses increased 15% to $119,984 in 2003 from $104,658
in 2002. This increase resulted from the completion of several customer
projects.
During the year the company sold the assets of its consulting division to the
management team that operated that division. Profits from discontinued
operation s in 2003 were $99,109 as compared to $50,336 in 2002, a 97%
increase.
Net income for the year was $77,474 or $0.00 per share as compared to $70,890
or $0.00 per share in 2002, an increase of 9%.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash position decreased from $78,585 at year-end 2002 to $71,250
at year-end 2003. The Company had a working capital deficit of $170,278 as of
June 30, 2003, as compared with a deficit of $238,431 as of June 30, 2002 a
decline of 29%. Operating activities used $3,101 of cash in 2003 as compared
to providing $62,915 in the corresponding period of the prior fiscal year.
4
The Company's investing activities used $4,234 in 2003 compared with using
$17,977 in 2002, a decline of $13,743.
There were no related party advances to the Company during the current year
ended June 30, 2003.
While a portion of the current liabilities, approximately $43,500, is owed to
present officers and/or directors, there can be no assurances that these
officers/directors will not seek payment in the near term.
Inflation has not had a significant impact on the Company's operations.
ITEM 7A: MARKET RISK SENSITIVE INSTRUMENTS
N/A
5
ITEM 7
TENET INFORMATION SERVICES, INC. AND SUBSIDIARY
TABLE OF CONTENTS
PAGE
Report of Independent Certified Public Accountants F-1
Consolidated Financial Statements:
Consolidated Balance Sheet - June 30, 2003 F-2
Consolidated Statements of Operations for the Years
Ended June 30, 2003 and 2002 F-3
Consolidated Statements of Shareholders' Deficit for
the Years Ended June 30, 2002 and 2003 F-4
Consolidated Statements of Cash Flows for the Years
Ended June 30, 2003 and 2002 F-5
Notes to Consolidated Financial Statements F-6
HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
5 Triad Center, Suite 750
Salt Lake City, UT 84180-1128
Phone: (801) 532-2200
Fax: (801) 532-7944
www.hbmcpas.com
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACOUNTANTS
To the Board of Directors and the Stockholders
Tenet Information Services, Inc.
We have audited the accompanying consolidated balance sheet of Tenet
Information Services, Inc. (a Utah corporation) and subsidiary as of June 30,
2003, and the related consolidated statements of operations, shareholders'
deficit and cash flows for the years ended June 30, 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 audits 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 Tenet Information
Services, Inc. and subsidiary as of June 30, 2003, and the results of their
operations and their cash flows for the years ended June 30, 2003 and 2002 in
conformity with accounting principles generally accepted in the United States
of America.
/S/ HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
September 5, 2003
F-1
TENET INFORMATION SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
JUNE 30, 2003
ASSETS
CURRENT ASSETS
Cash $ 71,250
Accounts receivable 91,097
Note receivable, current portion 6,125
----------
TOTAL CURRENT ASSETS 168,472
----------
FURNITURE, FIXTURES AND EQUIPMENT 22,392
Less: accumulated depreciation (13,609)
----------
8,783
----------
OTHER ASSETS
Note receivable 19,575
Other assets 3,575
----------
TOTAL OTHER ASSETS 23,150
----------
TOTAL ASSETS $ 200,405
==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 145,606
Accrued expenses 55,898
Accrued interest 11,391
Deferred revenue 75,059
Billings in excess of work performed 7,290
Amounts due to related parties 43,506
----------
TOTAL CURRENT LIABILITIES 338,750
----------
SHAREHOLDERS' DEFICIT
Preferred stock, $0.01 par value; 1,000,000
shares authorized, no shares issued -
Common stock, $0.001 par value; 100,000,000
shares authorized, 19,336,205 shares issued
and outstanding 19,336
Additional paid-in capital 4,853,896
Accumulated deficit (5,011,577)
----------
TOTAL SHAREHOLDERS' DEFICIT (138,345)
----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 200,405
==========
The accompanying notes are an integral part of these consolidated financial
statements.
F-2
TENET INFORMATION SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
2003 2002
----------- -----------
REVENUES: Software license fees and maintenance $ 525,856 $ 467,542
COST OF REVENUES: Software license fees and maintenance 189,756 225,205
----------- -----------
GROSS PROFIT 336,100 242,337
----------- -----------
OPERATING EXPENSES
Selling, general and administrative 220,387 118,815
Software development 119,984 104,658
----------- -----------
TOTAL OPERATING EXPENSES 340,371 223,473
----------- -----------
(LOSS)/INCOME FROM OPERATIONS (4,271) 18,864
OTHER INCOME AND (EXPENSE)
Interest income 342 511
Gain on debt forgiveness - 21,625
Interest expense (17,706) (20,446)
----------- -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS (21,635) 20,554
----------- -----------
DISCONTINUED OPERATIONS-Profit from Consulting Division
(net of gain on sale of assets of $74,804 during the year
ended June 30, 2003) 99,109 50,336
----------- -----------
NET INCOME $ 77,474 $ 70,890
=========== ===========
BASIC AND DILUTED EARNINGS PER SHARE $ 0.00 $ 0.00
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
USED IN PER SHARE CALCULATION 19,336,205 19,065,892
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
TENET INFORMATION SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
FOR THE YEARS ENDED JUNE 30, 2002 AND 2003
COMMON STOCK
------------------- ADDITIONAL
SHARES PAID-IN ACCUMULATED
ISSUED AMOUNT CAPITAL DEFICIT TOTAL
---------- -------- ---------- ----------- ---------
BALANCE, JUNE 30, 2001 19,065,892 $ 19,066 $4,851,463 $(5,159,941) $(289,412)
Shares issued to director for services 270,313 270 2,433 - 2,703
Net income - - - 70,890 70,890
---------- -------- ---------- ----------- ---------
BALANCE, JUNE 30, 2002 19,366,205 $ 19,336 $4,853,896 $(5,089,051) $(215,819)
Net income - - - 77,474 77,474
---------- -------- ---------- ----------- ---------
BALANCE, JUNE 30, 2003 19,366,205 $ 19,336 $4,853,896 $(5,011,577) $(138,345)
========== ======== ========== =========== =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
TENET INFORMATION SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 77,474 $ 70,890
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation 9,462 10,145
Stock issued for services 2,703
Gain on sale of consulting division (74,804) -
Gain on debt forgiveness - (21,625)
Change in assets and liabilities:
Accounts receivable 4,333 (10,797)
Other assets 100 -
Prepaid expenses 4,300 (2,300)
Accounts payable 66,180 (22,059)
Accrued expenses (1,042) (27,522)
Deferred revenue (78,540) 45,001
Work performed in excess of billings 20,631 5,819
Billings in excess of work performed (31,195) 12,660
--------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (3,101) 62,915
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of furniture, fixtures and equipment (4,234) (17,977)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (4,234) (17,977)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on short term debt - (3,375)
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES - (3,375)
--------- ---------
NET INCREASE / (DECREASE) IN CASH (7,335) 41,563
CASH AT BEGINNING OF THE YEAR 78,585 37,022
--------- ---------
CASH AT END OF THE YEAR $ 71,250 $ 78,585
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid for interest $ 5,669 1,625
========= =========
NON-CASH INVESTING AND FINANCING ACTIVITIES
Note receivable from sale of consulting division $ 25,700 $ -
Disposal of furniture, fixtures and equipment 94,824 20,837
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
TENET INFORMATION SERVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - Tenet Information Services, Inc. ("Tenet"), a Utah corporation,
designs and markets a computer-based medical and health information system
related primarily to emergency departments (the "EDNet System"). During fiscal
1996, Tenet expanded its operations by merging with National Microcomputer
Corporation ("NMC") and acquiring certain assets of The International
Healthcare Consulting Group, Inc. ("HCG"). NMC designed and marketed the
integrated information management/patient tracking system for use in emergency
departments of hospitals and urgent care centers (the "EDNet System"). HCG has
provided healthcare institutions, mainly hospitals, with consulting services to
assist the institutions in achieving a more efficient, lower cost care delivery
model while maintaining the highest quality of care standards.
Tenet and its wholly owned subsidiary, NMC, (collectively, "the Company") sell
and lease computer software license rights to hospitals throughout the United
States. In addition, the Company sells maintenance contracts for these
information systems. Substantially all of the Company's revenues are generated
from hospitals and therefore, the Company's financial performance is partially
dependent upon the viability of the healthcare economic sector.
On May 23, 2003, Tenet sold the consulting division. Additionally, on July 29,
2003, Tenet executed an Asset Purchase Agreement to sell all assets and
operations related to the Company's remaining operations, pending shareholder
approval at a special shareholder meeting scheduled for October 22, 2003.
PRINCIPLES OF CONSOLIDATION - The accompanying consolidated financial
statements include the accounts of Tenet and its wholly owned subsidiary, NMC.
All significant intercompany transactions and account balances have been
eliminated in consolidation.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS - The preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
BASIS OF PRESENTATION - As noted above, the Company has sold or will sell all
of its operating assets, pending shareholder approval, and will become a shell
company. Once the asset sale is finalized, the Company will pursue potential
acquisitions or business opportunities. The Company has not identified any
targets and has not estimated a timetable for completing any such transaction,
and cannot provide assurance that it will be able to complete such a
transaction. Until the Company completes a transaction, it will generate cash
flow primarily by the collection of its notes and accounts receivable and
receipt of certain software license fees. The Company anticipates having cash
to meet its operational needs for the upcoming year.
REVENUE RECOGNITION - The Company recognizes revenue in accordance with the
provisions of Statement of Position No. 91-1 Software Revenue Recognition as
follows:
Revenues related to the EDNet System consist of sales of software licenses,
installation of information systems and related software customization and
enhancements. In addition, revenues are generated from annual software support
and maintenance. Installation revenues are recognized on the percentage
completion method measured by completion and acceptance of contracted
milestones. The asset "work performed in excess of billings" represent costs
incurred and revenues earned in excess of billings on uncompleted contracts.
The liability "billings in excess of work performed" represents billings in
excess of costs incurred and revenue recognized.
F-6
TENET INFORMATION SERVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenues from annual software and maintenance are recognized ratably over the
term of each contract. Amounts billed in advance of revenue recognition for
software and maintenance are recorded as deferred revenue.
Revenues from consulting services are recognized when the services have been
provided.
FURNITURE, FIXTURES AND EQUIPMENT - Furniture, fixtures and equipment are
stated at cost. Depreciation is computed using the straight-line method over
the estimated useful lives of the related assets, generally 3 to 10 years.
Depreciation expense was $9,462 and $10,145 for the periods ended June 30, 2003
and 2002, respectively. Maintenance and repairs are charged to expense as
incurred and major improvements or betterments are capitalized. Gains or losses
on sales or retirements are included in the statement of operations in the year
of disposition. Furniture, fixtures and equipment include $21,036 of computer
equipment used in operations and $1,356 of other equipment at June 30, 2003.
SOFTWARE DEVELOPMENT COSTS - Costs incurred in creating computer software
products are charged to operations as software development expense prior to the
development of a detailed program design or a working model. After the detailed
program design or working model is established, costs of producing product
masters are capitalized as software development costs. The Company had no
capitalized software costs at June 30, 2003.
Costs of maintenance and customer support are recognized as expense when the
related revenue is recognized or when those costs are incurred, whichever
occurs first.
IMPAIRMENT - The Company records impairment losses on property and equipment
when indicators of impairment are present and undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. The
Company had no impaired assets at June 30, 2003.
CASH EQUIVALENTS, FAIR VALUE OF FINANCIAL INSTRUMENTS AND CONCENTRATION OF
CREDIT RISK - Cash Equivalents include highly liquid investments with original
maturities of three months or less readily convertible to known amounts of
cash.
The estimated fair value of financial instruments is not presented because, in
Management's opinion, there is no material difference between carrying amounts
and estimated fair values of financial instruments as presented in the
accompanying balance sheet.
In the normal course of business, the Company extends credit to its customers.
The Company regularly reviews its accounts receivable and makes provisions for
potentially uncollectible balances. At June 30, 2003, the Company considered
all of their outstanding accounts receivable to be fully collectible, thus no
allowance for uncollectible balances was recorded.
INCOME TAXES - The Company recognizes the amount of income taxes payable or
refundable for the current year and recognizes deferred tax assets and
liabilities for the future tax consequences attributable to differences between
the financial statement amounts of certain assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years those
temporary differences are expected to be recovered or settled. Deferred tax
assets are reduced by a valuation allowance to the extent that uncertainty
exists as to whether the deferred tax assets will ultimately be realized.
F-7
TENET INFORMATION SERVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
STOCK-BASED COMPENSATION - The Company accounts for its stock options issued to
directors, officers and employees under Accounting Principles Board Opinion No.
25 and related interpretations ("APB 25"). Under APB 25, compensation expense
is recognized if an option's exercise price on the measurement date is below
the fair value of the Company's common stock. The Company accounts for options
and warrants issued to non-employees in accordance with SFAS No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123) which requires these
options and warrants to be accounted for at their fair value.
No stock-based employee compensation cost is reflected in net income, as all
options had an exercise price equal to the market value of the underlying
common stock on the date of grant. The following table illustrates the effect
on net income and basic and diluted loss per common share if the Company had
applied the fair value recognition provisions of FASB Statement No. 123,
Accounting for Stock Based Compensation, to stock-based employee compensation:
For the Year Ended June 30,
2003 2002
---------- ---------
Net income, as reported $ 77,474 $ 70,890
Adjust: Total stock-based employee compensation
expense determined under fair value based method for
all awards, including adjustment for forfeited options 8,353 (2,845)
---------- ---------
Pro forma net income $ 85,827 $ 68,045
========== =========
Basic and diluted earnings per common share as reported $ - $ -
========== =========
Basic and diluted loss per common share pro forma $ - $ -
========== =========
WARRANTY COSTS - A one-year limited warranty from date of first use is provided
on sales of software licenses. The terms of the warranty are extended to all
periods where the System is covered by an applicable Support Agreement.
Warranty costs have not been material in any year presented; accordingly, these
costs are expensed when incurred.
BASIC AND DILUTED EARNINGS PER SHARE -Basic earnings per common share is
computed by dividing net income available to common stockholders by the
weighted-average number of common shares outstanding during the period. Diluted
earnings per share reflects the potential dilution which could occur if all
contracts to issue common stock were exercised or converted into common stock
or resulted in the issuance of common stock. Potentially issuable common shares
which consist of stock options are excluded from the calculation of diluted
loss per common share because the effects are anti-dilutive.
NOTE 2 - CONSULTING DIVISION
On May 23, 2003, the Company sold all the assets of the Company's consulting
division to a shareholder and former employee of the Company. The sale included
all office and computer equipment associated with the consulting division,
which had a net book value of $4,926, and the right to pursue work with the
Company's consulting division clients. In exchange for the purchase of the
consulting division, the Company received a note receivable for $25,700, to be
paid quarterly at eight percent interest for the next three years and nine
months or fifteen payments and assumed liabilities totaling $54,030. The sale
resulted in the recognition of a $74,804 gain. The financial statements present
the results from the consulting division as discontinued operations. During the
year ended June 30, 2003 and 2002 the consulting division had revenues of
$353,899 and 249,463, respectively and income from operations of $24,305 and
$50,336, respectively.
F-8
TENET INFORMATION SERVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3- AMOUNTS DUE TO RELATED PARTIES
Advances from related parties consist of the following at June 30, 2003:
Note payable to a company associated with a shareholder,
at an interest rate of 8% per annum, balance is due on demand 11,599
Debt payable to officers/shareholders at an interest rate
of 12%, unsecured, due on demand. 5,471
Note payable to an officer and shareholder, at an interest
rate of 8%, unsecured, due on demand. 26,436
---------
AMOUNTS DUE TO RELATED PARTIES $ 43,506
=========
On November 1, 2001, the Company paid $5,000 to a creditor as payment in full
of all obligations on an unsecured note for $25,000. After deducting $1,625 for
payment of outstanding interest, $3,375 was applied to the outstanding
principal and the creditor forgave the balance due on the note resulting in a
one-time gain of $21,625. In accordance with SFAS 145, the gain from debt
forgiveness did not meet the conditions for being classified as extraordinary
and therefore was included in continuing operations. On June 30, 2002, the
Company issued 270,313 shares of common stock to a director for services in
negotiating the debt settlement. The shares were valued at $2,703 or $0.01 per
share and were expensed.
NOTE 4 - INCOME TAXES
No expense for income taxes has been recorded during the years ended June 30,
2003 and 2002. Certain risks exist with respect to the Company's future
profitability, and management has concluded that, due to these uncertainties,
the related net deferred tax asset may not be realized. Accordingly, a
valuation allowance has been recorded to offset the deferred tax asset in its
entirety, the valuation allowance decreased by $118,612 and $50,420 during the
years ended June 30, 2003 and 2002, respectively. The components of the net
deferred tax asset at June 30, 2003 are as follows:
F-9
TENET INFORMATION SERVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred Tax Assets
Tax net operating loss carry forwards $ 1,724,847
Tax credit carry forwards 37,435
Reserves and accrued liabilities 4,831
-----------
Total Deferred Tax Assets 1,767,113
Valuation Allowance (1,767,113)
-----------
Net Deferred Tax Asset $ -
===========
As of June 30, 2003, the Company has operating loss carry forwards for federal
income tax reporting purposes of approximately $4,624,254 which will expire
through 2021. On June 30, 2003 $205,515 in operating loss carry forwards
expired, unused.
As of June 30, 2003, the Company had research and development tax credits and
investment tax credit carry forwards of approximately $37,435. These credits
will expire through fiscal 2006. On June 30, 2003 $14,027 in tax credits
expired, unused.
The following is a reconciliation of the income tax at the federal statutory
rate of 34% with the provision for income taxes for the years ended June 30,
2003 and 2002:
For the Year Ended June 30,
2003 2002
---------- ----------
Income tax expense at statutory rate $ 26,342 $ 24,103
Benefit of operating loss carry forwards (31,377) (29,117)
Non deductible expenses 2,478 2,675
State taxes, net of federal benefit 2,557 2,339
---------- ----------
Provision for Income Taxes $ - $ -
========== ==========
NOTE 5 - STOCK OPTIONS
The Company has adopted an incentive stock option plan and a nonqualified stock
option plan. Stock options for an aggregate of 600,000 shares of common stock
may be granted under these plans. Stock options under both option plans may be
granted at a price per share not less than 100 percent of the fair market value
of the common stock, as determined at the date of grant. Employees vest in the
right to exercise their options from the first anniversary date following the
date of grant to the fifth anniversary date following the date of grant. The
options expire five years from the vesting date. Incentive stock options are
forfeited unless exercised within zero to three months following termination of
employment or twelve months if termination is due to death or disability.
During fiscal year ended June 2003 and 2002, the Board of Directors did not
authorize the issuance of any stock options outside of the Incentive Stock
Option Plan to employees of the Company.
A summary of the status of the Company's options outstanding as of June 30,
2003 and 2002, and changes during the years then ended is presented below:
F-10
TENET INFORMATION SERVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended June 30,
2003 2002
--------------------------- --------------------------
Weighted Weighted
Average Exercise Average Exercise
Shares Price Shares Price
--------- ---------------- -------- ----------------
Outstanding at beginning of year 605,000 $ 0.10 605,000 $ 0.10
Granted $ - - $ -
Forfeited (180,000) $ 0.10 - $ -
--------- --------
Outstanding at end of year 425,000 $ 0.10 605,000 $ 0.10
========= ========
Options exercisable 363,000 $ 0.10 242,000 $ 0.10
========= ========
Weighted Average Remaining
Contractual Life 1.1 years 2.1 years
========= =========
NOTE 6-OPERATING LEASE
The Company occupies its facilities under a non-cancelable operating lease that
expires in November 2004. Lease expense for fiscal 2003 and 2002
was $29,852 and $26,535, respectively.
Minimum future lease payments under non-cancelable operating leases as of June
30, 2003 are as follows:
Year Ended June 30,
2004 25,214
2005 8,487
NOTE 7 - SUBSEQUENT EVENT- SALE OF ASSETS TO CLINICAL VENTURES (UNAUDITED)
Subsequent to June 30, 2003, the Company entered into a tentative agreement to
sell substantially all of their operating assets to Clinical Ventures for
$339,000 as well as accept certain obligations and liabilities of the Company.
This agreement is currently pending shareholder approval. As part of the
agreement, the Company and Clinical Ventures entered into a Transition
Management Services Agreement whereby Clinical Ventures will manage the day-to-
day operations of Tenet and the conduct of its business, pending shareholder
approval of the above mentioned agreement.
In conjunction with the above agreement, the Company and Clinical Ventures
executed a software license agreement pursuant to which Clinical Ventures
obtained a non-exclusive right and license to use the Company's EDNet and
ARCNet tracking software products. This license agreement allows Clinical
Ventures to distribute the software for a period of five years. As part of this
license agreement, Clinical Ventures is agreed to pay to the Company 5% of the
initial software license fees received by Clinical Ventures during the five
year period with respect to new sales or licenses of the EDNet and ARCNet
tracking products up to an aggregate of $90,000.
F-11
TENET INFORMATION SERVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Below are the carrying amounts, at June 30, 2003, of the major classes of
assets and liabilities included in the sale to Clinical Ventures. Also included
is the pretax profit/loss and revenues generated from these assets during the
years ended June 30, 2003 and 2002, which are included in operations in the
accompanying financial statements:
Assets
Net property and equipment $ 3,094
Liabilities
Deferred revenue $ 75,059
For the Year Ended June 30,
---------------------------
2003 2002
----------- ----------
Revenue $ 525,856 $ 467,542
Net profit $ 48,465 $ 69,029
F-12
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On July 30, 1997 the Registrant engaged Hansen, Barnett & Maxwell ("Hansen") to
perform its audits and provide various accounting services thereafter. The
Registrant did not consult with Hansen prior to such date regarding any
reportable matter.
ITEM 8A. CONTROLS AND PROCEDURES
Jerald L. Nelson, our President and Corporate Treasurer, performed an
evaluation of the Company's disclosure controls and procedures as of June 30,
2003. Based on his evaluation, he concluded that the controls and procedures
in place are sufficient to assure that material information concerning the
Company which could affect the disclosures in the Company's quarterly and
annual reports is made known to him by the employees of the Company, and that
the communications occur with promptness sufficient to assure the inclusion of
the information in the then-current report.
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect those controls subsequent to the
date on which Mr. Nelson performed his evaluation.
PART III
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS OF
THE REGISTRANT;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The names of the executive officers and directors of the Company, their
respective ages and positions with the Company, and the dates of their
elections to the Board of Directors or as officers are as follows:
Name Age Position with The Company Date of Election
---------------- --- ------------------------- ----------------
Jerald L. Nelson 60 President (resigned) December 1, 1993
(July 10, 1996)
Chairman of the Board July 10, 1996
Director January 24, 1994
Corporate Treasurer June 5, 2001
President (re-elected) May 2, 2003
Fred J. Anderson 57 Director, Secretary May 2, 2003
Eric J. Nickerson 50 Director June 29, 1990
6
All directors hold office until the next annual meeting of shareholders of the
Company or until their successors have been elected and qualified. The number
of authorized directors may be varied by the Board of Directors, but may not be
less than three. Executive officers serve at the discretion of the Board of
Directors. The directors are entitled to certain limitations on their
liabilities as directors of the Company as permitted under Utah law and as
included in the Company's Articles of Incorporation.
The Company's stock option plans permit the administration of the plans through
a Stock Option Plan Committee, composed of at least three members of the Board
of Directors. No such committee has been appointed, and no other committees of
the Board of Directors have been formed.
On July 10, 1996 Jerald L. Nelson resigned as President and Chief Operating
Officer and was elected Chairman of the Board of Directors. During the Board
of Directors Meeting held May 2, 2003, Mr. Frank Overfelt resigned his
positions as president, chief operating officer and director. The remaining
directors also acknowledged that Mr. D Ballash had resigned as an employee and
officer of the corporation where he had been serving as corporate secretary.
Therefore, the board, as permitted by the corporation bylaws, and in order to
fill the vacancies caused by Mr. Overfelt's resignation and Mr. Ballash's
resignation, appointed Mr. Fred Anderson as Secretary and Chief Operating
Officer and Mr. Jerald Nelson as President.
BUSINESS BIOGRAPHIES
Jerald L. Nelson. Jerald L. Nelson has served as a director,
president and chief operating officer of the Company since December 1993.
Effective July 10, 1996 Dr. Nelson was appointed Chairman of the Board of
Directors, and relinquished his position as President and Chief Operating
Officer. On June 5, 2001 the board elected Dr. Nelson to the position of
Corporate Secretary. Dr. Nelson received his Ph.D. in Economics from
North Carolina State University in 1974. From 1974 to 1984, Mr. Nelson
worked or consulted with several Fortune 500 firms, including US
Industries, TransWorld Airlines, GTE, Xerox, Pitney Bowes and General
Foods. From 1984 until December 1993, Mr. Nelson worked with various
businesses as an investment banker and business advisor. He has also
consulted with or served on the Board of Directors of numerous Utah firms
including Arrow Dynamics, Beacon Financial, Interwest Home Medical,
Gentner Communications and One-2-One Communications, where he also served
as chairman and chief executive officer. He is currently associated with
Brigham Young University as a part time adjunct professor.
Fred J. Anderson. Fred J. Anderson had served as a Director, Chief
Financial Officer and Chairman of the Board between the years of 1984
until his resignation from the Company in 1996. He was reappointed as a
Director and Corporate Secretary on May 2, 2003. From 1980 to 1984 Mr.
Anderson was Vice President of Finance for Mountain States Resources. Mr.
Anderson received a BS in accounting and an MBA from Utah State
University. He is currently managing his family business interests.
7
Eric J. Nickerson. Eric J. Nickerson has served as a director since
June of 1990. Mr. Nickerson was a member of the faculty of the United
States Military Academy at West Point, New York from 1989 to 1993. In
June 1993, Mr. Nickerson retired as a United States Air Force officer.
Currently, Mr. Nickerson is a private investor and directs personal
accounts and two investing partnerships: "Third Century II" and "Z Fund."
ITEM 10: EXECUTIVE COMPENSATION
The following table sets forth all cash compensation for services rendered in
all capacities to the Company during the fiscal years ended June 30, 2003,
2002, and 2001 paid to (i) the Company's president and each executive officer
whose cash compensation exceeded $100,000, and (ii) all executive officers of
the Company as a group. No executive officers salary exceeded $100,000 for the
fiscal year.
Annual Compensation/Long Term Compensation /
/ Awards /Payouts/
Name Year Salary Bonus Other Restricted ecurities LTIP All Other
and ($) ($) ($) Annual Stock Underlying Pay- Compen-
Principal Compen- Awards Options/ outs sation
Position ($) SARs(#) ($) ($)
------------------------------------------------------------------------------------------------
Frank C. Overfelt 2001 57,270 -0- -0- -0- -0- -0- 5,325
President (resigned) 2002 104,810 -0- -0- -0- -0- -0- -0-
2003 75,123 -0- -0- -0- -0- -0- -0-
Jerald L. Nelson 2001 -0- -0- -0- -0- -0- -0- -0-
Chairman of the Board 2002 -0- -0- 1,000 2,703 -0- -0- -0-
President 2003 7,365 -0- -0- -0- -0- -0- -0-
Donald W. Ballash 2001 61,500 -0- -0- -0- -0- -0- 250
COO, Secretary 2002 102,625 -0- -0- -0- -0- -0- -0-
(Resigned) 2003 72,065 -0- -0- -0- -0- -0- -0-
All Executive Officers
(3 persons) 2001 118,750 -0- -0- -0- -0- -0- 5,325
(3 persons) 2002 207,434 -0- 1,000 2,703 -0- -0- -0-
(3 persons) 2003 154,553 -0- -0- -0- -0- -0- -0-
The Company also may pay discretionary cash bonuses to management and employees
based on meritorious performance.
STOCK OPTION PLANS
On October 15, 1984, the Company adopted an Incentive Stock Option Plan (the
"ISO Plan"), pursuant to which only "incentive stock options" ("ISO's"), as
defined in the Internal Revenue Code (the "Code"), may be granted. On the same
date, the Company adopted a Nonqualified Stock Option Plan ("NQSO Plan"),
pursuant to which only "nonqualified stock options" ("NQSOs"), as defined in
the Code, may be granted. Stock options for an aggregate of 600,000 shares of
common stock may be granted under both Plans. ISOs may be granted under the
8
ISO Plan to employees owning less that 10% of the Company's voting stock (as
defined by Sections 422A and 425 of the Code). NQSOs may be granted under the
NQSO Plan to employees who are ineligible to receive options under the ISO
Plan.
Stock options may be granted under the Plans at a price per share not less than
100% of the "fair market value" (as defined by the Plans) of the common stock
on the date of grant.
The Plans limit grants of stock options to any one employee to 60,000 shares of
stock per plan year, with an aggregate option price ceiling of $100,000 under
the ISO Plan in any year. Each stock option, unless sooner terminated, expires
five years from the "date of effectiveness", which is three years from the date
of grant.
ISOs are exercisable until three months following termination of employment
(twelve months if termination is due to death or disability). Termination of
employment for any reason does not affect the exercisability of NQSOs,
regardless of whether the option's effective date has been reached. Under both
Plans, options are exercisable during an optionee's lifetime only by such
optionee and are transferable only upon death by the laws of decent or
distribution.
The Board of Directors has the right to modify or amend the Plans at any time,
provided, however, that, unless ratified by the Company's shareholders, no
amendment will be effective which (i) changes the number of shares which may be
issued under the Plans, (ii) changes the option price, other than the manner of
determining the fair market value of the shares, (iii) changes the periods
during which options may be granted or exercised, (iv) changes the provisions
relating to the determination of employees to whom options may be granted and
the number of shares to be covered by such options, or (v) changes the
provisions relating to adjustments to be made upon changes in capitalization.
Shareholder action is also required to terminate the Plans.
As of June 30, 2002 there were 605,000 options outstanding. During the year
ended 2003 180,000 of these were forfeited leaving 425,000 options outstanding
and 363,000 exercisable at year end. These options were issued outside of the
Incentive Stock Option Plan and authorized by the Board of Directors.
9
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the holdings of common stock as of October 13,
2003 (i) by each person who held of record, or was known by the Company to own
beneficially, more than five percent of the outstanding common stock of the
Company, (ii) by each Director, and (iii) by all Directors and officers as a
group. Unless otherwise indicated, all shares are owned directly. The
percentage calculations for any individual stockholder assume that all
outstanding options and warrants held by that stockholder have been exercised
in full and that no other stockholder has exercised any outstanding options or
warrants.
Name and Address of Beneficial Owner as of October 13, 2003
Common (1) Percent of Shares Outstanding
Michael R. Carlston 2 4,673,977 24.17%
Dennis C. Peterson 3 4,220,442 21.83%
Mark Oldroyd 4 3,975,559 20.56%
Scott Staker 5 3,975,559 20.56%
T-Acquisition 6 3,775,559 19.53%
Eric J. Nickerson 7 2,173,500 11.24%
Third Century II 7 2,173,500 11.24%
Jerald L. Nelson 11 1,542,326 7.98%
Donald W. Ballash 10 1,046,429 5.00%
Robert Smith 8 1,166,246 6.03%
Richard Gwinn 9 1,004,920 5.20%
Fred J. Anderson 12 263,212 1.36%
All Officers and
Directors 3,979,038 20.58%
------------------------
1. Based on 19,336,205 common shares outstanding and options to acquire
425,000 shares of Common Stock at $0.10 per share.
2. The shares indicated include: (i) 1,734,731 shares of Common Stock
beneficially owned by Mr. Carlston (including shares owned by his wife and held
in trust for the benefit of his children); (ii) 3,775,559 shares of Common
Stock held by T-Acquisition. Mr. Carlson's address is 855 Harwood Dr., Murray,
UT 84107
3. Includes 444,883 shares of Common Stock beneficially owned by Mr. Peterson,
and 3,775,559 shares of Common Stock held by T Acquisition L.L.C. Mr.
Peterson's address is 2508 W. Bueno Vista Dr., W. Jordan, UT 84088
4. Includes 200,000 shares of Common Stock beneficially held by Mr. Oldroyd,
including shares held in trust for the Violet Johnson Brown Family Trust. Also
includes 3,775,559 shares of Common Stock held by T-Acquisition. Mr. Oldroyd
address is 55 North 800 West, Provo, UT 84601
5. Includes 200,000 shares of Common Stock held by Mr. Staker and also
includes 3,775,559 shares of Common Stock held by T-Acquisition. Mr. Stakers
address is 880 North 98 West #9, Provo, UT 84604
6. A Utah Limited Liability company of which Michael R. Carlston owns or
controls 56.7%, Mark Oldroyd owns or controls 32.1%, Dennis C. Peterson owns or
controls 6.4% and Scott Staker owns or controls 4.8%. The shares indicated
consist of 3,775,559 shares of Common Stock The address of T-Acquisition is
855 Harwood Dr., Murray, UT 84107.
7. Includes 2,173,500 shares of Common Stock held by Third Century Fund II.
Mr. Nickerson is Senior Partner of Third Century Fund II. Mr. Nickerson is also
a director of the Company. Mr. Nickerson and Third Century Fund II's address
is 1711 Chateau CT., Fallston, MD 21047
8. Includes 1,166,240 shares of Common Stock held by Dr. Smith . Dr. Smiths
address is 2291 Greer Rd., Palo Alto CA 94303
9. Includes 1,004,920 shares of Common Stock held by Dr. Gwinn. Dr. Gwinns
address is 304 W. Thorn, San Diego, CA 92103
10. Includes 50,000 shares of Common Stock held by IHCG, and 726,429 shares of
Common Stock held by Mr. Ballash and options to acquire 270,000 shares of
Common Stock at $0.10 per share. Mr. Ballash's address is 9777 So. Dunsinsane
Dr., So. Jordan, UT 84095
11. Includes 1,542,326 shares of Common Stock .. Mr. Nelsons address is 207
West Clarendon #3B, Phoenix, AZ 85013
12. Mr. Anderson's address is 343 West 4125 North, Pleasant View, UT 84414
---------------------
10
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since the beginning of the Company's last fiscal year, there have been no
transactions or series of transactions between the Company and any executive
officer, director or 5% beneficial owner of the Company's common stock in which
one of the foregoing individuals had an interest of more than $60,000 except
the sale of the consulting division to Delta Healthcare Consulting Group (Frank
C. Overfelt).
The Company believes that all transactions between the Company and related
parties have been on terms and conditions no less favorable to the Company than
those available from third parties. Each transaction was entered into to
provide operating capital for the Company. All future transactions between the
Company and any related party will be on terms and conditions no less favorable
to the Company than those available from third parties and will be approved by
a majority of the Company's disinterested directors.
Section 16(a) of the Securities Exchange Act of 1934 required the Company's
directors and executive officers, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. Executive officers, directors and holders of ten percent or more of
the Company's equity securities are required to furnish the Company with copies
of all Section 16(a) reports they file. However, because of the recent mergers
and conversions, these reports have not been provided.
PART IV
ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K
(a) The following financial statements are included in Part II Item 7:
Report of Independent Public Accountants
Balance Sheets as of June 30, 2003 and 2002
Statements of Operations for the Years Ended June 30, 2003
and 2002
Statements of Shareholders' Equity for the Years Ended June
30, 2003 and 2002
Statements of Cash Flows for the Years ended June 30, 2003
and 2002
Notes to Financial Statements
(b) Reports on Form 8-K
An 8-K report was filed on June 9, 2003
(c) Exhibits
Exhibit 31 Certification under Section 302 of the Sarbanes-Oxley Act
Exhibit 32 Certification under Section 906 of the Sarbanes-Oxley Act
(d) Proxy Statement filed September 24, 2003
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TENET INFORMATION SERVICES, INC.
October 13, 2003 By:/s/Jerald L. Nelson
----------------------
Jerald L. Nelson, Chairman of the Board
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person, which include the Chief
Operating Officer, and a majority of the Board of Directors, on behalf of the
Company and in the capacities and on the dates indicated:
Signature Title Date
/s/ Jerald L. Nelson Director and Chairman October 13, 2003
Jerald L. Nelson of the Board of Directors
President
/s/ Fred J. Anderson Corporate Secretary, October 13, 2003
Fred J. Anderson
/s/ Eric J. Nickerson Director
Eric J. Nickerson October 13, 2003
12