STATEMENT OF INFORMATION
AND
ANNUAL REPORT
DISCLOSURE STATEMENT PURSUANT TO RULE 15c2-11(a)(5)
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2009.
Commission File Number 0 - 30164
EPIC CORPORATION
COLORADO
(state or other jurisdiction of
incorporation or organization)
33-0789960
(I.R.S. Employer
Identification No.)
3631 East 7th Avenue Parkway, Denver, Colorado 80206
(Address of Principal Executive offices, Zip Code)
(760) 771-0036
(Issuer's Telephone Number, including area code)
(760) 771-4191
(Issuer's Fax Number, including area code)
www.epiccor.com
(Issuer's Website)
Common Stock, No Par Value
(Title of Class)
The company is not now and never has been a shell corporation as defined in Rule 144(i).
The issuer’s revenues for its most recent fiscal year were $ 22,117.
Based on the average of bid price on September 30, 2009, the aggregate market value of common stock
held by non-affiliates of the registrant on September 30, 2009 was approximately $ 347,346, with the public float on
September 30, 2009 or 1,389,383 shares owned by approximately 500 – 600 beneficial owners, and 240
shareholders of record.
The number of common shares authorized is 150,000,000 and the issued and outstanding class of Common
Stock, no par value, was 3,297,368 and 2,252,368 on December 31, 2009 and 2008, respectively.
Corporate Stock Transfer, Inc.
3200 Cherry Creek Drive South, Suite 430
Denver, Colorado 80209
(SEC Registered under the Securities Exchange Act of 1934)
INDEX
ITEM I
NAME OF ISSUER
1
ITEM II
ISSUER'S ADDRESS
1
ITEM III
JURISDICTION AND DATE OF INCORPORATION
ITEM IV
SECURITIES OUTSTANDING
1
ITEM V
PAR OR STATED VALUE
1
ITEM VI
NUMBER OF SHARES OUTSTANDING
1
ITEM VII
NAME AND ADDRESS OF TRANSFER AGENT
1
ITEM VIII
NATURE OF ISSUERS BUSINESS
A. Business Development
B. Business of Issuer
1, 3
1
1, 3, 6
ITEM IX
NATURE OF PRODUCTS AND SERVICES
ITEM X
ISSUER'S FACILITIES, NATURE AND EXTENT
5
ITEM XI
OFFICERS, DIRECTORS, CONTROL PERSONS
9
ITEM XII
FINANCIAL INFORMATION
9
ITEM XIII
FINANCIAL INFORMATION, TWO FISCAL YEARS
9
ITEM XIV
BENEFICIAL OWNERS
9
ITEM XV
OUTSIDE PROVIDERS
11
ITEM XVI
MANAGEMENT'S DISCUSSION AND ANALYSIS, PLAN OF OPERATION
SIGNATURES
3, 6
6
11
FINANCIAL STATEMENTS FOR YEARS ENDING SEPTEMBER 30, 2009 AND 2008.
F-1
CONSOLIDATED BALANCE SHEET – ASSETS
F–2
CONSOLIDATED BALANCE SHEET – LIABILITIES & STOCKHOLDERS EQUITY
F–2
CONSULIDATED STATEMENT OF OPERATIONS
F–3
STATEMENT OF STOCKHOLDERS' EQUITY
F–4
CONSULIDATD STATEMENT OF CASH FLOW
F–5
NOTES TO FINANCIAL STATEMENTS
F–6
BUSINESS DEVELOPMENT
History
EPIC was founded in October 1997, in the State of Colorado, under the name Tensleep Design, Inc., its
name was changed In April 1999 to Tensleep Technologies, Inc, again in November 1999 to Tensleep.com, Inc.,
again in August 2000 to Tensleep Corporation, and again in September 2007 to EPIC Corporation (the “Company”).
EPIC commenced business as a fab-less semi-conductor company, and in September 1999 became a full
reporting company under the Securities Exchange Act of 1934 and started trading on the Bulletin Board. In
December 2001 it voluntarily withdrew its registration under the Exchange Act due to the cost of maintaining that
registration. It has survived the days of the of the “new economy” when its price was as high as $7.00 per share in
March 2000 and descended to $0.01 more than a year later.
EPIC’s business has evolved from a fab-less semi-conductor company, to an information appliance
company, to a business development company, and now a financial services holding company specializing in the
development of a senior healthcare facilities real estate investment trust (“Senior Care Communities Trust, Inc., a
Maryland corporation (“Trust”)) form in June 2009. In addition, the company in September 2009 acquired a 50%
interest in the profits of Hallmark Heritage, LLC. (“Hallmark”), a Florida limited liability company, with the
issuance of 1,000,000 shares of the company's common stock, and subsequent to September Hallmark became a
wholly owned subsidiary. In September 2009, the Company transferred its investments in Amcor Financial
Corporation, and Tensleep Financial Corporation, to RX Healthcare Systems, Ltd. (“RX Healthcare”), a Colorado
corporation, in exchange for 3,100,000 shares of RX Healthcare's common stock giving it ownership of more than
80% of its issued and outstanding common stock.
Principles and Central Ideas Underlying Business
EPIC’s business is based upon two principles and five central ideas.
The first principle underlying EPIC’s business model is that EPIC's value, as an investment, should be
determined in the increase in value of the securities of subsidiary and affiliate companies and shareholder
distributions. In accordance with the principle of providing shareholder distributions, EPIC has distributed a special
10% stock dividend, payable in shares of EPIC, to purchasers of its common stock in early 2000. Then in 2002
EPIC distributed a 10% stock dividend, payable in shares of Tensleep Technologies, which became a publicly traded
company. Then again in April 2006 it distributed a 10% stock dividend, payable in shares of Tensleep Wireless, and
in July 2006 it distributed a 50% dividend of its stock in Tensleep Financial, which in the future should become
publicly traded companies.
The second principle is that the first investors, making an investment in an emerging growth company,
should have the benefit of that companies growth in value and a means to liquidate all or part of their investment. In
accordance with this principle, EPIC's strategic plan is to develop a capital plan for its subsidiaries and affiliates to
acquire the capital necessary for growth, by providing a competitive investment opportunity to investors.
The five central concepts are:
A.
Provide shareholders with a return on investment through ground floor liquid investment
opportunities in partner companies;
B.
Invest in people with undervalued companies;
C.
Diversify business interests;
D.
Focus on business areas where management has experience and specific knowledge; and
E.
Make use of creative concepts for reorganizing and developing undervalued companies by using
publicly traded securities.
General
EPIC is a unique healthcare financial services holding company. The Company forms and finances
healthcare development stage public companies (“DSPC(s)”) including the formation and organization of real estate
investment trusts to finance the real estate interests used in the operation of those companies and may be engaged in
different market segments. EPIC plans to grow the DSPCs both internally and externally, through the development
of strategic relationships with third party companies, by raising capital by publicly trading the DSPCs' securities.
EPIC’s management believes that integration of its DSPC with the emerging growth company reduces the capital
requirements of the other company and the business of both will expand at a greater rate than through the internal
growth of either company.
EPIC is unique, in that its mission is to provide competitive investment opportunities in emerging
healthcare companies engaged in providing healthcare services, and in acquiring and building senior independent
living, assisted living, skilled nursing, and other senior care facilities. Its goal is to increase shareholder value by a
combination of the increased value of interests held in subsidiary and affiliate companies and the distribution to its
shareholders of cash dividends and the distribution of its own securities and those of other companies. Its objective
is to provide suitable long term investors with an opportunity to make an early competitive investment in emerging
healthcare growth companies.
EPIC developments and manages the capital structure, policies and procedures necessary for the subsidiary
and affiliate companies to become and operate as a publicly traded company.
Subsidiaries and Affiliates
EPIC subsidiaries include the Trust, a to be real estate investment trust, RX Healthcare, a healthcare
services, and facilities company, and Hallmark a healthcare services company.
The Trust is being organized to become a real estate investment trust. Its business is to: (1) to own and
give master leases to healthcare facilities operated and managed by a joint venture with Senior Care Holdings, Inc.
(“Holdings”), a Florida corporation and EPIC; (2) to provide long term financing for the facilities, now and in the
future; and (4) to participate in takeout financing for senior care communities.
RX Healthcare is to acquire healthcare facilities and master lease them to the joint venture between EPIC
with Holdings.
Hallmark's business is locating and negotiating the acquisition of operating healthcare facilities, buildings
that can be converted into healthcare facilities, and land that can to be developed into senior care communities.
Holdings is a for profit subsidiary of Senior Care Group, Inc., a Pennsylvania 501-C-3 non-profit
corporation, which for over 25 years has purchased, syndicated, managed and operated skilled nursing and assisted
living facilities delivering care to the elderly and delivering above average returns to its investors. More recently
Senior Care has formed a wholly owned subsidiary currently developing new multi level senior care communities.
These communities are ‘aging in place’ planned developments consisting of independent senior living, assisted
living, and skilled nursing facilities, supported by on site wellness and medical office centers.
EPIC business is: (1) acquiring ownership interests in healthcare facilities owned by Senior Care and
Investors in facilities operated and managed by Senior Care for the Trust, (2) raising capital for the Trust through
public and private offerings, (3) administering and managing the Trust, (4) purchasing land for the development of
senior care communities, (5) acquire healthcare facilities or assets, (6) providing short term financing for operation
and management of healthcare facilities, and (7) enter into a joint venture with Holdings in a master limited liability
company owning operating and management companies of skilled nursing and assisted living facilities.
PATENTS AND PROPRIETARY RIGHTS.
EPIC seeks to protect and maintain its intellectual property, including its trade secrets and technical
knowledge. When appropriate, it plans to file patent applications for key designs, innovations and inventions that it
believes are most relevant to its product line and valuable as cost and technological advantages. It prevents the loss
of valuable proprietary information, such as trade secrets and technical knowledge, through non disclosure
agreements and the strict enforcement of its license agreements.
EPIC requires employees, consultants, and independent contractors to execute confidentiality and
invention/copyright assignment agreements before engaging in any service to them It requires other companies,
when engaged in sensitive discussions involving proprietary technologies, to execute non disclosure agreements.
These agreements are intended to protect their trade secrets, technical knowledge, patents, and copyrights by
restricting disclosure of this information. No assurance can be made, however, that such contracts will give them
adequate protection if such agreements are breached through the unauthorized disclosure or use of such intellectual
property.
COMPETITION
There are many competitors with more financial resources than EPIC, but EPIC’s management believes
that it has a unique business model not offered by its competitors.
EMPLOYEES
As of September 30, 2008 EPIC, its subsidiaries and affiliates had two full time employees and one part
time employees or sub-contractors. None of EPIC’s, subsidiaries’ or affiliates’ employees are represented by a labor
union and EPIC has never experienced a work stoppage. EPIC considers its employee relations to be good.
ENVIRONMENTAL COMPLIANCE
EPIC does not anticipate any material expenditures to effect compliance with environmental laws.
GOVERNMENTAL REGULATION
The business operations of EPIC, at this time, are not subject to any material governmental regulation.
EPIC’s products and services are not subject to governmental approval.
MATERIAL CONTRACTS.
No material contracts were entered into outside the ordinary course of business within the last two years.
DESCRIPTION OF PROPERTY.
EPIC rents approximately 400 square feet in Costa Mesa. California.
LEGAL PROCEEDINGS.
EPIC is not involved in any litigation incidental to its business or material to the business activities or the
financial performance of EPIC.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
No matters were submitted to a vote of security holders during the last quarter of the fiscal year ended
September 30, 2009.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) EPIC's Common Stock has traded in the over-the-counter market since September 1999 and is currently
trading Over-The-Counter with the Pink Sheets Electronic OTC Market. Set forth below are the high and low bid
prices of the Common Stock for each year reported, adjusted for a 1 for 5 reverse split in June 2008, by a member
firm of the National Association of Securities Dealers, Inc. that effects transactions in Pink Sheets OTC Market
stocks and acts as one of the market makers for EPIC's Common Stock.
Stock Prices
September 1999
December 1999
March 2000
June 2000
September 2000
October 2000 - September 2001
October 2001 - September 2002
October 2002 - September 2003
October 2003 - September 2004
October 2004 - September 2005
October 2005 - September 2006
October 2006 - September 2007
October 2007 - September 2008
October 2008 - September 2009
High
Low
$20.00
$23.75
$36.90
$18.75
$7.80
$2.50
$5.05
$2.00
$1.00
$2.25
$7.50
$4.75
$2.65
$0.50
$12.50
$6.75
$8.45
$6.25
$2.80
$1.25
$0.05
$0.40
$0.40
$0.35
$0.40
$0.20
$0.03
$0.09
(b) On September 30, 2008, there were approximately 240 stockholders of record of EPIC's Common
Stock.
(c) EPIC has paid no cash dividends on its Common Stock, but has issued a stock dividend of its own
shares in 2000 and in shares of Tensleep Technologies in August 2002, shares of Tensleep Wireless Corporation in
2006 and Tensleep Finacial Corporation in 2006.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
OVERVIEW
EPIC is a unique healthcare financial services holding company. The Company with Hallmarkis organizing
and financing RX Healthcare Systems, Inc., which is to own healthcare real estate, interests in healthcare real estate
and healthcare assets, and the Senior Care Communities Trust is to provide financing for Healthcare facilities.
Plan of Operation
EPIC's objectives in developing our plan of operations for the next 12 months are (1) to develop a revenue
source for cash flow and profits for EPIC during this fiscal year and beyond; (2) to retain accountants to prepare
audited financial statements for EPIC for the years ending September 30, 2008 and 2009; (3) to raise capital for
EPIC in this fiscal year; (4) to organize and fund RX Healthcare; (5) to qualify a Regulation A Offering Statement
for the Trust with the Securities and Exchange Commission; (6) to raise capital for the Trust; and (7) to acquire
healthcare facilities, interests in healthcare facilities and real estate assets for RX Healthcare and the Trust.
EPIC, in September 2009, entered into a Memorandum of Understanding (“MOU”) with Holdings for the
acquisition of interests in the operation and management limited liability companies of 10 healthcare facilities, thus
creating a joint venture between EPIC and Holdings. The 10 facilities for the 12 months ending June 30, 2009 had
net revenues of $71,950,000 with a net profit of $4,550,000. These transactions were designed to provide EPIC with
an established source of revenues and profits, giving it the ability to raise capital for financing the joint venture with
Holdings.
Subsequent Transactions
In October 2009, EPIC entered into an agreement to provide financial services to Holdings for a period of
five years, for which Holdings will pay EPIC $600,000 per year, payable $50,000 per month. However, Holdings
may terminate the agreement at the end of the first year, if EPIC is unable to raise $2,000,000 to be invested in
Holdings.
In December 2009, EPIC and Holdings entered into an agreement (“Master Agreement”) to form a master
limited liability company (“Master”) with the operating and management companies of 20 to 25 skilled nursing and
assisted living healthcare facilities owned by Holdings, and EPIC would acquire a preferential 50% interest in
Master.
The agreement provides that Holdings will credit EPIC with a profit from the operations of the operating
and management companies for their fiscal years ending June 30, 2010, 2011 and 2012 of two million dollars
($2,000,000), four million dollars ($4,000,000), and four million dollars ($4,000,000) (“Profits”), respectively. The
Profits for each year will be credited to EPIC in the form of an adjusted promissory note (“Note”). The Note will be
adjusted each year to reflect the accumulated Profits less the cash payments (“Payments”) commencing with EPIC's
fiscal year October 1, 2010. The Note on June 30, 2012 will be cancelled and the larger of 50% of the profits for the
contract period or $4,000,000 will be credited to an EPIC capital account in Master for its contribution to Master for
the preferential 50% interest. Starting October 1, 2012 will receive a preferential return on $4,000,000 equal to 1%
per annum payable quarterly.
The Payments to EPIC will be twenty thousand dollars ($20,000) and fifty-seven thousand six hundred
dollars ($57,600) per month for twelve (12) months commencing on October 1, 2010 and 2011, respectively, and
ending on September 30,2011 and 20012, respectively.
RX Healthcare Systems, Ltd.
RX Healthcare incorporated in the State of Colorado on March 29, 2006, as wholly owned subsidiary of R
Tucker & Associates, Inc., which is a major shareholder of EPIC. At that time RX Healthcare was a development
stage company whose purpose was the fabrication, marketing, distribution and sales of the remote controlled
automatic spraying systems.
In early 2007 RX Healthcare prepared and filed an Offering Statement under Regulation A under the
Securities Exchange Commission which became effective on August 3, 2007. The Offering Circular included an
offering of 10,000 investment units. Each investment unit consist of 100 shares of common stock, 100 Series A and
B Warrants, and 200 Series C Warrants. The offer terminated on December 31, 2007, but before that date all the
investments units were sold resulting in the issuance of 1,000,000 shares of common stock, 1,000,000 Series A and
B Warrants, and 2,000,000 Series C Warrants. In September 2007 we issued EPIC corporation 1,000,000 shares of
common stock as compensation for a one year consulting agreement.
The development of the remote automatic spraying system has been delayed because of designing a solar
power source for the product. In addition, RX Healthcare has been unable to engage a salesmen to sell that product
and other products because the automatic sprayer has not be fully develop. As a result, RX Healthcare's
management decided to go in a different direction.
EPIC has reevaluated the business plan of RX Healthcare, and has a established a new plan to engage in the
acquisition in fee and interests in skilled nursing, assisted living and other healthcare facilities; the management of
healthcare real estate, and the operation and management of healthcare facilities. The healthcare communities will
include various types of skill nursing, assisted living and similar types of facilities that require operating licenses,
and other types that do not require licenses. For those facilities that require licenses, RX Healthcare will lease the
land and buildings to a licensed operator and manager, such as the joint venture between EPIC and Holdings.
RX Healthcare, during the next 12 months, will be searching (1) for personnel which have experience
operating a business in the Company’s market segment to fill key positions; (2) land on which to develop healthcare
communities, and (3) healthcare facilities to purchase or to participate in the ownership of the facilities.
In December 2009 EPIC transferred its right to the interest in Master to RS Healthcare in exchange for
2,000,000 shares of its common stock. Increasing EPIC's holding in RX Healthcare to 7,100,000 shares out of
7,100,000 issued and outstanding.
Senior Care Communities Trust, Inc.
The Trust is a development stage company that has file an Offering Statement with the Securities and
Exchange Commission to qualify for a Regulation A Offering under the Securities Act of 1933. The Trust's
objectives in the next twelve months are (1) to complete the company's organization, (2) to negotiate the acquisition
of Equity Interests in Healthcare Facilities in Florida and California, (3) to make long term Loans to Healthcare
Facility operators in Florida and California, and (4) to structure the Company's Equity Interests, Income sources, and
shareholder base to meet the requirements to qualify as a self administered real estate investment trust.
The Trust's plan of operation, based on information provided by business associates, is as follows:
Negotiate the acquisition of Equity Interests for cash and non cash consideration from existing tenants
in common and members of limited liability companies which currently own approximately 15 to
20 skilled nursing and assisted living facilities located in Florida. The transactions will be exempt
under Section 4(2) of the Securities Act of 1933;
Negotiate the acquisition of Equity Interests in an apartment building in Los Angeles, California, for
cash or non cash consideration, and convert it to an assisted living and adult daycare facility. This
will be an exempt transaction under Section 4(2) of the Securities Act of 1933;
Provide Loans to one or two operator/manager companies of skilled nursing facilities located in
Tampa, Florida; and
The non-cash consideration will be in the form of our convertible preferred stock and/or convertible
debt, thus providing the current tenants in common or members with a cash return approximately
equal to their current return.
RISKS
The factors, which follow, make EPIC’s Plan of Operation for the next twelve months risky.
Market Evaluation
EPIC is in a continual process of identifying and evaluating new businesses prospects, but there is no
assurance that EPIC will be able to engage in transactions will return significant revenues or profits to the Company.
Dependence upon access to potential partners
EPIC’s future success is dependent, in part, upon its access to suitable potential partner companies.
Competition
The markets in which EPIC operates or will attempt to operate may be characterized by competition among
a number of small and potentially large companies that are well financed with a long history. They will have
substantial advantages in terms of breadth of sourcing of potential partners, financial strength, and contacts for
developing strategic relationships.
Dependence on key personnel
The value of EPIC lies in the experience and ability of the management to contract with independent
companies.
Lack of Revenues
EPIC has not established a consistent source of revenues. However, EPIC has contracted with Holdings for
a consulting fee of $600,000 per year for 5 years. There is no assurance that Holdings will be able to pay the fee for
the term of the contract.
Lack of Funds
No assurance can be given that EPIC has or can obtain sufficient funds to enable it to carry out its
ambitious and aggressive business plan.
FINANCIAL STATEMENTS
Unaudited Annual Report is Attached hereto and by reference made a part hereof.
CHANGES IN AND DISAGREEMENTS
FINANCIAL DISCLOSURE
There are none.
WITH
ACCOUNTANTS
ON
ACCOUNTING
AND
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
DIRECTORS AND EXECUTIVE OFFICERS
The following are the Officers, Directors, and Key Management of EPIC.
Name
Ronald S. Tucker
Leticia I. Tucker
Beaumont Chorny
Position
Director and Chief Executive Officer and Chief Financial Officer
Director and Secretary/Treasurer
Director and President and Chief Operating Officer
Ronald S. Tucker, 70, Chief Executive Officer, Chief Financial Officer and Director, is the founder of
EPIC, and, held or holds similar positions with, Tensleep Technolgies, Inc. (OTC:TNSP) now Commodore
International Corporation (OTC:CDRL), Tensleep Wireless, Tensleep Financial, and RX Healthcare Systems, Ltd.
Since 1990, to present, Mr. Tucker was the founder and has been the President and director of R Tucker &
Associates, Inc, a financial and corporate development consulting firm, and a major shareholder of EPIC. Mr.
Tucker is a graduate of the University of California at Los Angeles where he received a Bachelor of Science while
majoring in finance and accounting. Mr. Tucker is also a graduate of the Loyola University School of Law. Mr.
Tucker is a member of the California and Texas Bar Associations.
Leticia I. Tucker, 68, is a Director and is the Secretary/Treasurer of EPIC, Tensleep Wireless, Tensleep
Financial, and RX Healthcare Systems, Ltd.; and off and on, has been a director since their founding. She is the
wife of Ronald S. Tucker, and for more than ten years has provided accounting and financial services for various
small businesses.
Beaumont Chorny, 58, is a Director, President and Chief Operating Officer of the Company and for the last
5 years he has been in the in the merchant banking business and in the development and management of medical
office buildings, senior care housing, skilled nursing facilities through out the southeastern United States.
Each director serves for a term of one year and is subject to reelection at the annual meeting of
shareholders.
EXECUTIVE COMPENSATION.
EPIC’s officers and directors, during this time, to conserve capital, have agreed to work for no
compensation but reimbursement of business expenses, out of pocket costs and consulting fees as cash is available.
At a time the Board determines is appropriate, EPIC will enter employment agreements with the officers and
establish compensation for the directors. EPIC, at its year end September 30, 2009 and 2008, paid both Ronald S.
Tucker and Beaumont Chorny a consulting fee of less than $60,000 each.
QUALIFIED AND NON QUALIFIED STOCK OPTIONS
The board of directors and shareholders for EPIC have adopted a Qualified and Non Qualified Stock
Option Plan pursuant to Sections 421-424 of the Internal Revenue Code. The Plan authorizes the granting of up to
1,500,000 and 1,500,000 options to purchase Company common stock under the Qualified and Non Qualified Plan,
respectively. The Plan is administered by the Board of Directors or by a committee appointed by the Board. As of
September 30, 2009 no one had Qualified or Non Qualified Options exercisable within five years.
EMPLOYMENT AGREEMENTS
EPIC at this time has not entered an employment agreement with any of the officers or directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
EPIC, as of September 30, 2009, had 3,297,363 shares of its common stock issued and outstanding. The
following schedule tabulates holders of Common Stock of EPIC by each person who holds of record or is known by
Management of EPIC to own beneficially more than five percent (5%) of the Common Stock outstanding, and, in
addition, by all Officers and Directors of EPIC Individually, and as a group. The Shareholders listed below have
sole voting and investment power.
Ownership more than 5%
Class of Securities
Common Stock
Name
R Tucker & Associate, Inc.1
Number of
Shares
Percent of
Outstanding
372,516
11.30%
412,778
12.52%
500,000
15.16%
500,000
15.16%
299,204
9.07%
2,084,498
63.22%
79860 Tangelo
La Quint, CA
Common Stock
Common Stock
Common Stock
Ronald S. and Leticia I. Tucker
79860 Tangelo
La Quinta, CA
Beaumont Chorny
1240 Marbella Plaza Drive, Suite 130
Tampa, FL
Senior Care Holdings, Inc.
1240 Marbella Plaza Drive, Suite 130
Tampa FL.
Tucker Family Trust
1623 Tradewinds Lane
Newport Beach, CA
TOTAL
1
Ronald S. and Leticia I. Tucker are majority shareholders of R Tucker & Associates, Inc.
Management
Class of Securities
Common Stock
Name
Ronald S. Tucker1
Number of
Shares
Percent of
Outstanding
785,294
23,82%
785,294
23.82%
500,000
15.16%
79860 Tangelo
La Quinta, CA
Common Stock
Leticia I. Tucker1
79860 Tangelo
La Quinta, CA
Common Stock
Beaumont Churny
1240 Marbella Plaza Drive, Suite 130
Tampa, FL
All Directors & Officers As a Group
1,285,294
38.98%
These shares include 412,778 shares in their names as joint tenants, and 372,516 shares owned by R Tucker
& Associates, Inc.
1
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not Applicable
OUTSIDE PROVIDERS THAT ADVISE ON MATTERS RELATING TO THE OPERATIONS, BUSINESS
DEVELOPMENT AND DISCLOSURE.
Investment Banker – None
Promoters - None
Counsel – None
Accountant - Steven J. Miller, CPA of the CPA firm of Brado, Carlsen & O'brien, LLP, located at 1111 E.
Tahquitz Canyon Way, Suite 203, Palm Springs CA 92262, phone (760) 320-0848, email steven@bco-cpas.com.
Mr. Miller is lisenced by the California Board of Accountancy as a Certified Public Accountant, with an Experience
Completed designation of “A”. The "A" designation indicates Mr. Miller completed the experience required to
perform the full range of accounting services, including signing attest reports on attest engagements. Mr. Miller has
sixteen years in the accounting industry providing financial statement audits and reviews, individual and business
tax preparation, planning and consulting, internal control analysis and consulting and other accounting and general
business consulting. Mr. Miller provides review services in the preparation of the Year End Financial Statements
which are prepare by management. His responsibility is to review management's draft statements and make
additions and modifications in the preparation of a compilation.
ARTICLES OF INCORPORATION AND BYLAWS.
Copies of the Articles of Incorporation, amended Articles and the Bylaws of EPIC Corporation are posted
on the OTC Disclosure and News Service.
CERTIFICATIONS
I, Ronald S. Tucker, certify that:
1.
I have reviewed this Statement of Information and Annual Report of EPIC Corporation;
2.
Based on my knowledge, this disclosure statement 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 disclosure
statement; and
3.
Based on my knowledge, the financial statements, and other financial information included or incorporated
by reference in this disclosure statement, fairly present in all material respects the financial condition,
results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure
statement.
EPIC Corporation
January 9, 2010
By ______________________
Chief Executive Officer and CFO
EPIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
For Year Ending
September 30, 2009 AND 2008
See Accompanying Notes: F- 1
EPIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As Of
September 30, 2009 and 2008
ASSETS
2009
CURRENT ASSETS
Cash
$
2008
26,657
Total Current Assets
$
26,657
OTHER ASSETS
Investments
Deferred Tax
13,887
725,828
1,040,100
License
Organizational Costs
630,523
964,000
130,000
30,000
Note Receivable
Total Other Assets
TOTAL ASSETS
13,887
-
1,919
1,797,847
3,335
1,727,858
$ 1,824,504
$ 1,741,745
LIABILITIES AND STOCKHOLDERS EQUITY
2009
CURRENT LIABILITIES
Accounts Payable
Loans Payable
Total Current Liabilities
$
2008
1,678
$
-
1,678
LONG TERM LIABILITIES
Loans Payable - Shareholder
700,000
413,337
TOTAL LIABILITIES
701,678
413,337
-
-
32,974
22,524
7,251,560
(5,548,028)
(613,680)
7,094,815
(5,443,717)
(345,214)
1,122,826
1,328,405
$ 1,824,504
$ 1,741,745
SHAREHOLDERS EQUITY
Preferred STock, no stated value 10,000,000 shares
authorized, no shares issued and outstanding
Common Stock, $0.01 stated value, 150,000,000 shares
authorized, 3,297,363 and 2,252,363 shares issued and
outstanding as of September 30, 2009 and 2008
Additional Paid In Capital
Accumulated Deficit
Net Income (Loss)
TOTAL SHAREHOLDERS EQUITY
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
See Accompanying Notes: F- 2
EPIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ending
September 30, 2009 and 2008
2009
2008
REVENUES
Consulting Income
Royalty Income
Total Revenues
$
EXPENSES
Amortization
Automobile Expense
Business Promotion
Insurance
Miscellaneous
Outside Services
Professional Fees
Travel and entertainment
Utilities
Total Expenses
TOTAL OPERATING PROFIT (LOSS)
OTHER INCOME/EXPENSES
Dividends
Interest Income
Interest Expense
Benefit Before Income Taxes
Other (Losses)
Total Other Income/Expenses
NET PROFIT/LOSS
See Accompanying Notes: F- 3
$
0
5,220
5,220
$
20,000
2,117
22,117
10,000
1,452
8,660
10,325
5,486
28,245
4,640
1,897
8,235
78,940
7,858
1,402
10,249
367,300
29,372
9,094
6,457
431,732
(73,720)
(409,615)
360
(2,222)
76,100
(614,199)
(539,959)
3,601
60,800
64,401
(613,679)
$
(345,214)
EPIC CORPORATION AND SUBSIDIARIES
STATEMENT OF STOCKHOLDERS EQUITY
From September 30, 2006 to
June 30, 2009
Date
Balance at 9/30/2006
Share Issuance – Note 4
Number of
Shares
Consideration
9,912,023
April
10,000,000
Non-Cash
Additional
paid-in
capital
Common
Stock
Retained
Earnings
Allowance for
Unrealized
Gains and
Losses
Total
$99,121
$7,037,218
($5,468,862)
$590,000
$2,257,477
100,000
-
-
-
100,000
Adjust Prior Period
-
-
-
(758)
(190,000)
(190,758)
Net Loss for 2007
-
-
-
16,058
-
16,058
Balance 9/30/2007
19,912,023
$199,121
$7,037,218
($5,453,562)
$400,000
$2,182,777
Share Issuance – Note 4
April
6,350,000
Non-Cash
63,500
275,000
-
-
338,500
Redemption
March
(15,000,000)
Non-Cash
(150,000)
(307,500)
-
-
(457,500)
June
(9,009,660)
(90,097)
90,097
-
-
-
9,845
(400,000)
(390,155)
- Note 4
Reverse Split - Note 4
Adjustment Prior Period
-
-
Net Loss for 2008
-
-
-
(345,214)
-
(345,214)
Balance 9/30/2008
2,252,363
$22,524
$7,094,815
($5,788,931)
-
$1,328,408
Share Issuance – Note 5
10,450
94,050
-
-
104,500
Adjustment Prior Period
-
-
62,695
240,901
-
303,596
Net Loss for 9/30/09
-
-
-
(613,678)
-
( 613,678)
3,297,363
$32,974
$7,251,560
($6,161,708)
-
$1,122,826
Balance 9/30/2009
September
1,045,000
See Accompanying Notes: F- 4
Non-Cash
-
EPIC CORPORATION AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
From September 30, 2009 and 2008
2009
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (loss)
Adjustments to reconcile net loss to net cash provided
(used) by operations:
(Increase) decrease in assets:
Deferred Tax Benefit
Reduction in Asset Value
Increase (decrease) in liabilities:
Accounts Payable
Consulting Expense
Prior period adjustment
$
2008
(613,679)
$
(345,214)
(72,100)
619,198
(60,800)
-
(322)
-
338,500
-
9,845
(66,903)
(57,669)
CASH FLOWS FROM INVESTING ACTIVITIES
-
-
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of note receivable
Proceeds from shareholder loans
Repayment Shareholder Loans
Net cash provided by financing activities
1,416
40,263
41,679
6,129
42,040
______ (15,120)
33,049
Net cash provided (used) by operating activities
NET INCREASE (DECREASE) IN CASH
CASH, beginning of year
CASH, end of Period
Adjustment of value of Land & Realty Investment
Issuance of 6,350,000 shares of common stock
Reverse common stock split – 9,009,660 shares of common stock
Redemption of 15,000,000 shares of common stock
Issuance of 3,150,000 shares of common stock for consulting fees
Issuance of 350,000 shares common stock for consulting fee
Assign Loan receivable in payment of shareholder loan
Transfer investment to shareholder in repayment of loan
Forgiveness of note receivable for shares of investment stock
Reduction in value of Tensleep Wireless and Technology License
Issued 1,045,000 shares of common stock for Hallmark Heritage
Transferred Investment in Tensleep Financial Corp to RX Health
Transferred Investment in Amcor Financial to RX Healthcare
See Accompanying Notes: F- 5
(
$
$
$
$
$
25,224)
51,881
26,657
619,198
104,500
200,000
421,328
(
$
24,620)
38,507
13,887
$ 400,000
$ 338,500
$ 457,500
$ 335,000
$ 3,500
$ 134,500
$ 10,000
$ 72,000
-
EPIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED NOTES TO FINANIAL STATEMENTS
JUNE 30, 2009 AND 2008
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
EPIC is a financial services holding company for public and private companies. It provides its subsidiary and affiliated
companies with market support and shareholder communications, support in their business and corporate
development, and investor and customer communications. EPIC was founded in October 1997, in the State
of Colorado, under the name Tensleep Design, Inc. The name was changed In April 1999 to Tensleep
Technologies, Inc, in November 1999 to Tensleep.com, Inc., in August 2000 to Tensleep Corporation, and
in September 2007 to EPIC Corporation (the “Company”).
EPIC’s mission is to build value through the development of private and publicly traded companies. Its
goal is to increase shareholder value by a combination of increased value of subsidiary and affiliate
securities and the partial distribution of those securities to shareholders. Its objective is to provide suitable
investors, its shareholders, with an opportunity to make liquid venture capital investments in undervalued “Green”
companies before they become registered and fully reporting public companies.
Consolidation Policy
The consolidated financial statements include the accounts of the Company and all of its wholly owned and
majority-owned subsidiaries. All inter-company transactions and balances have been eliminated. The
Company’s investments in 20% to 50% owned affiliates in which it has the ability to exercise significant
influence over operating and financial policies are accounted for using the equity method. Accordingly, the
Company’s share of the earnings of these companies is included in consolidated net income. Investments
in other companies are carried at cost.
Product Development Costs
Product development costs are expensed as incurred. Prior to commencing operations the Company
incurred research and development costs which were also charged to operations when incurred. There were
no research and development costs for the years ending September 30, 2008 and 2007.
Cash and Cash Equivalents
For the purposes of financial statement reporting, the Company considers all liquid investments with
maturity of 3 months or less to be cash equivalents.
Concentration of Credit Risk
The Company maintains its operating cash accounts at commercial banks in California. The
accounts at the banks are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $100,000
per bank. At times some accounts may exceed FDIC limits. The Company limits the amount of credit
exposure with any one financial institution and believes that no significant concentration of credit risks
exists with respect to cash and cash equivalents.
Property and Equipment, Depreciation and Amortization
Property and equipment obtained in exchange for stock are carried at the fair market value of the equipment
on the date of exchange. Property and equipment purchased is carried at cost as of the date of purchase.
Depreciation and amortization are computed using the straight-line method over the assets’ expected useful
See Accompanying Notes: F- 6
lives. The useful lives of property and equipment for purposes of computing depreciation are:
Machinery & Equipment
Software
3 years
3 years
Repairs and maintenance are charged to operations when incurred. Costs of betterments, which materially
extend the useful lives of the assets, are capitalized. Gains and losses from sales or disposition of assets are
included in the statement of operation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those estimates.
Fair Value of Financial Instruments
For the Company’s financial instruments, the carrying value is considered to approximate the fair value.
Cash, prepaid expenses and accounts payable are settled so close to the balance sheet date that fair value
does not differ significantly from the stated amounts.
Income Taxes
Income taxes are recognized during the year in which transactions enter into the determination of
consolidated financial statement income, with deferred taxes being provided for temporary differences
between amounts of assets and liabilities for financial report purposes and such amounts as measured by
tax laws.
The consolidated financial statements of the Company include a benefit for income taxes based on the
consolidated results of operations for the parent company and its subsidiaries. For consolidated financial
reporting purposes, the provision for income taxes using the consolidated results of operations was offset
through the utilization of the parent company’s net operating loss carryover.
Adjustments
In the opinion of management the data reflects all adjustments necessary for a fair consolidated statement
of results for this period. All adjustments are of a normal and recurring nature.
Advertising
Advertising costs, except for costs associated with direct-response advertising, are charged to operations
when incurred. The costs of direct-response advertising, if any, are capitalized and amortized over the
period during which future benefits are expected to be received.
NOTE 1: INVESTMENT IN AMCOR FINANCIAL CORP.
Amcor Financial Corp. (Amcor) is a specialty finance company providing merchant banking services in the
form of real estate financing and financing of emerging growth companies. A major shareholder of the
Company is also a major shareholder of Amcor. During the year ended September 30, 2004, due to
excessive litigation by the former parent company of Amcor Financial and purchasers of homes from the
parent company, Amcor was forced to cease business operations, and in January 2005, it filed bankruptcy
under Chapter 7. The Company has written down its investment in Amcor Financial to $286,778, which
the Company believes to be as a residual value.
See Accompanying Notes: F- 7
NOTE 2: INVESTMENT IN TENSLEEP TECHNOLOGIES, INC.
In July 2000 the Company exchanged net assets valued at $1,199,631 for 5,000,000 shares of Tensleep
Technologies, Inc., a wholly owned subsidiary under common control in a business combination accounted
for as a pooling. Tensleep Technologies, Inc., completed the development of a motor controller, an Internet
gateway and focused on bringing-to-market penetration through strategic relationships, joint ventures and
international marketing alliances.
In August 2002 the company declared a stock dividend of Tensleep Technologies common stock to its
shareholders and distributed approximately 1,000,000 shares and in November 2002 the shares of Tensleep
Technologies began trading. In December 2004 the company entered an agreement for the reverse
acquisition of Tensleep Technologies, which was completed in March 2005; its name was later changed to
Commodore International Corporation. In November 2005 the Company transferred 1,000,000 shares of
Commodore International common stock to Land & Realty, LLC, valued at $1,000,000, as an investment.
NOTE 3: OTHER INVESTMENTS
TENSLEEP WIRELESS CORPORATION
In August 2000 the Company incorporated Tensleep Wireless Corporation as a wholly owned owned
subsidiary (“Wireless”). Wireless was organized to develop and design wireless electronic products
making use of technologies owned and developed by the Company and its subsidiary Tensleep
Technologies, Inc. Wireless and the company had limited funds with which to conduct its Research and
Development, and was without funds to sell and market its products.
In December 2002 the Company subscribed to an additional shares of common stock of Wireless in
exchange for organizational costs and services paid for by the Company and the transfer of a none
exclusive license to use the technology developed by the Company.
In September 2003 Tensleep Technologies transfer its business to Wireless pursuant to an agreement with
the Company as a capital contribution valued at $375,595, and in September 2004 the Company
contributed Research and Development costs to Wireless, paid by the company, as a capital contribution.
The company on January 18, 2006, declared a stock dividend of Wireless stock and distributed
approximately 1,000,000 shares to its shareholders, and is continues to hold more than an 80% interest in
Wireless. The shares of Wireless are valued at $568,655 but are not publicly traded.
In September 2007 Wireless transferred its Research and Development business to an independent
company.
In September 2009 all the shares were transferred to an affiliate of the Company in exchange for a promissory note in the
amount of $134,550, resulting in a loss of $434,100.
TENSLEEP FINANCIAL CORPORATION
The Company incorporated Tensleep Financial Corporation (“Financial”) on February 14, 2001, as a
wholly owned subsidiary and was to be engaged in the business of providing funding for residential and
commercial loans. The Company made an initial investment of $50,000 and receive 5,000,000 shares of
Financial in exchange. The $50,000 was invested in an acquired mortgage banking company, which was
later closed down. Financial's business plan was modified to provide commercial fund that was not
provided by other financial institutions.
For business reasons, the company on May 10, 2006, declared a stock dividend of Financial's common
stock to its stockholders and distributed approximately 4,500,000 shares to its shareholders, retaining less
than a 10% ownership interest in Financial. The shares of Financial are not publicly traded.
See Accompanying Notes: F- 8
In September 2007 the company contributed the obligations of RX Healthcare Systems, Inc., in the amount
of $130,000 and Financial, in the amount of $20,000, to Tensleep Financial. The Company has
approximately a 8.76% (438,014 shares out of 5,000,000 issued and outstanding) ownership interest in
Financial valued at cost of $200,000.
LAND & REALTY, LLC
In November 2005 the Company transferred 1,000,000 shares of its Commodore International common
stock to Land & Realty, LLC (“Land & Realty”) as an investment valued at $1,000,000, which value was
also based on unrealized appreciation of the Commodore common stock. Prior to September 30, 2006 the
Company had received a return on investment of $410,000 leaving a net investment in Land & Realty of
$590,000. For the year ending September 30, 2007, the company's investment in Land & Realty, due to a
loss in its investment, was reduced by $190,000, and the remaining value was written off in 2008.
RX HEALTHCARE SYSTEMS, LTD.
RX Healthcare Systems, is an independent company but an affiliate of the Company, was incorporated on
March 29, 2006 by R Tucker & Associates, Inc., a Colorado corporation, as a wholly owned subsidiary;
and was to operate as a developer, marketer and distributor of electronic products, primarily to be used in
the healthcare field. In January 2007 the Company granted RX Healthcare a technology license in
exchange for a license fee of $130,000 to be paid at a later date. The obligation was later transferred to
Financial as describe above. Then in September 2007 the Company entered into a consulting agreement
and received 1,000,000 shares of RX Healthcare, valued at $24,000 as a consulting fee and represents a1/3
ownership interest. The investment is carried at cost.
In September 2009 the Company contributed its investments of $200,000 in Tensleep financial, $286,788 in Amcor
Financial, and $134,550 promissory note of Meadow at Quail Run to RX Healthcare. In exchange the Company will
receive 3,100,000 shares of RX Healthcare's common stock, giving it an ownership interest of more than 80% allowing it to
be consolidated into the Company.
NOTE 4: CAPITAL TRANSACTION
In April 2007 the company issued R Tucker & Associates, Inc., 10,000,000 shares of common stock
restricted in accordance with Rule 144 under the Securities Act of 1934, in exchange for the payment of
$100,000 of consulting services paid for by R Tucker for the benefit of the Company. In January 2008 the
company issued 6,000,000 shares for consulting services value at $338,500. In March 208 the company
redeemed 15,000,000 shares of its common stock for a promissory note in the face amount of $457,500
payable to R Tucker & Associates, Inc. The shares were returned to authorized but unissued. In June 2008
the company had a reverse stock split reducing the number of shares on the basis of one share for each five
outstanding shares, the result being 2,252,363 shares being issued and outstanding as of September 30,
2008 and March 31, 2009.
NOTE 5: JOINT VENURE
In September 2009 the Company entered into a joint venture, named Hallmark Heritage, LLC, in which the Company
acquired a 50% interest in exchange for 1,045,000 shares of the Company's common stock, valued at $104,500. Hallmark's
business is to locate and negotiate the acquisition of healthcare facilities.
NOTE 6: INCOME TAXES
The benefit for income taxes for the years ended September 30, 2009 and 2008 consists of the following:
2009
Federal deferred tax benefit
Net operating loss carry forwards
See Accompanying Notes: F- 9
$ 1,040,100
2008
$ 964,000
As of September 30, 2009 and 2008 the deferred tax asset consisted of the following:
Non-current deferred tax asset
$ 1,040,100
$ 964,000
The Company has not generated any taxable income and therefore a provision for income taxes is not necessary.
Similarly, a provision for deferred taxes is not necessary. For income tax purposes, the Company had available, at
September 30, 2009 and 2008, net operating loss (“NOL”) carry forwards of approximately $7,201,808 and
$6,427,191, respectively, which will expire in various years from 2018 through 2026.
NOTE 7: OTHER EVENTS
In April 2009 the company incorporated a subsidiary, Biomass EP Corp., in the state of Colorado, whose
business is develop and and build renewable energy power plants, and in June 2009 it incorporate a subsidiary,
Senior Care Communities Trust, Inc., whose business is to purchase and finance healthcare facilities. The
company is organizing both companies and developing overall strategic plans for both.
NOTE 8: SUBSEQUENT EVENT
In October 2009 the Company entered into a 3 year financing agreement, for an annual fee payable monthly,
with Senior Care Holdings, Inc., to provide financing for its operations and management companies. These
companies operate and manage approximately 27 healthcare facilities.
In December 2009 the Company entered into an agreement with Senior Care Holdings, Inc., to purchase cash
flow of $2,000,000, $4,000,000, and $4,000,000 for the Company's fiscal years ending September 30, 2010,
2011 and 2012, respectively. The purchase price for the cash flow is $4,000,000, to be paid in two payments of
$2,000,000 each; one by September 30, 2010 and the second by September 30, 2011. On October 1, 2012 the
Company will become a preferred member of a Master limited liability company which will own operating and
management subsidiaries of Senior Care. The profits of the Master LLC will be shared 50% - 50% with EPIC
and Senior Care.
See Accompanying Notes: F- 10