ROOM PLUS INC
10QSB/A, 1997-12-12
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-QSB/A
                                Amendment No.: 1

              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
                        PERIOD ENDED SEPTEMBER 30, 1997.

 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934

               FOR THE TRANSITION PERIOD FROM ________ TO ________

                         Commission File Number 1-14478

                                 ROOM PLUS, INC.
        (Exact name of small business issuer as specified in its charter)

                               NEW YORK 11-2622051

        (State or other jurisdiction of              (I.R.S.
        Employer incorporation or organization)      Identification No.)

                               91 Michigan Avenue
                               Paterson, NJ 07503
                    (Address of principal executive offices)

                                 (973) 523-4600
                (Issuer's telephone number, including area code)

 Check whether the issuer (1) filed all reports required to be filed by Section
  13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.

                                    Yes  X   No
                                        ---     ---

The number of shares outstanding of the Issuer's Common Stock $.00133 par value,
as of November 10, 1997 was 4,385,000.

The number of the Issuer's Common Stock Purchase Warrants outstanding as of
November 10, 1997 was 2,530,000.

                 Transitional small business disclosure format:

                                    Yes     No  X
                                        ---    ---
<PAGE>


                                 ROOM PLUS, INC.
                                  FORM 10-QSB/A

This Form 10-QSB/A amends the following items of the Company's Quarterly Report
on From 10-QSB previously filed with the Securities and Exchange commission on
November 13, 1997.


                                      INDEX

Part I            FINANCIAL INFORMATION                                PAGE
- ------            ---------------------                                ----
Item 1.           Financial Statements

                  Balance Sheet as of September 30, 1997                 1

                  Statements of Operations for the three and nine
                  months ended September 30, 1997 and 1996               2

                  Statement of Changes in Shareholders' Equity
                  for the nine months ended September 30, 1997           3

                  Statements of Cash Flows for the three and nine
                  months ended September 30, 1997 and 1996               4

                  Notes to Financial Statements                          5

Item 2.           Management's Discussions and Analysis of
                  Financial Condition and Results of Operations          6


Part II           OTHER INFORMATION
- -------           -----------------
Item 6.           Exhibits and Reports on Form 8-K                       9

(a)               Exhibit Index

Number            Exhibit Description
- ------            -------------------
11                Calculation of Earnings (Loss) Per Common Share       10
                  Press Release                                         11

Signatures                                                              12

<PAGE>


                                 ROOM PLUS, INC.
                                  BALANCE SHEET
                                   (Unaudited)
                               September 30, 1997

<TABLE>
<S>                                                                                  <C>        
ASSETS
Current Assets                                                                          Restated
                                                                                       ----------
   Cash.........................................................................     $   149,631
   Investments in short-term certificate of deposits............................         100,000
   Inventory....................................................................       1,868,123
   Accounts receivable..........................................................          94,877
   Notes receivable, officers...................................................          12,000
   Deferred income taxes........................................................         215,000
   Prepaid expenses.............................................................         572,074
                                                                                     -----------
     Total Current Assets.......................................................       3,011,705
                                                                                     -----------

Property and Equipment, at cost.................................................       3,741,623
   Less: Accumulated depreciation...............................................       1,936,173
                                                                                     -----------
                                                                                       1,805,450
                                                                                     -----------
Other Assets
   Security deposits............................................................         165,183
   Deferred charges.............................................................         128,490
   Notes receivable, officers...................................................         182,606
   Deferred income taxes........................................................         892,600
                                                                                     -----------
                                                                                       1,368,879
                                                                                     -----------
                                                                                      $6,186,034
                                                                                     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Current portion of long-term debt............................................     $   209,651
   Notes payable - bank.........................................................          50,000
   Due to related companies.....................................................         328,093
   Accounts payable and accrued expenses........................................       1,158,539
   Payroll and sales taxes payable..............................................         159,260
   Customer deposits and other advances.........................................         606,710
                                                                                     -----------
     Total Current Liabilities..................................................       2,512,253
                                                                                     -----------

Long-Term Debt, less current portion  ..........................................         498,195
                                                                                     -----------

Stockholders' Equity
   Capital stock
     Authorized, 10,000,000 shares at $.00133 par value; 4,385,000 shares
       issued and outstanding...................................................           5,832
   Additional paid-in capital...................................................       6,512,645
   Deficit......................................................................      (3,342,891)
                                                                                     -----------
                                                                                       3,175,586
                                                                                     -----------
                                                                                      $6,186,034
                                                                                     ===========
</TABLE>

                                      - 1 -

<PAGE>



                                 ROOM PLUS, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                    Nine Months Ended                  Three Months Ended
                                                       September 30                       September 30
                                             --------------------------------      ---------------------------
                                                   1997            1996                 1997          1996
                                             --------------------------------      ---------------------------
                                                  Restated                            Restated
                                             ----------------                      --------------
<S>                                             <C>            <C>                   <C>            <C>       
Revenues....................................    $12,145,971    $10,545,010           $4,862,979     $3,873,928
                                                                                                    
Cost of goods sold..........................      5,029,014      4,242,185            2,009,492       1607,680
                                                -----------    -----------           ----------     ----------
                                                                                                    
Gross profit................................      7,116,957      6,302,825            2,853,487      2,266,248
                                                -----------    -----------           ----------     ----------
                                                                                                    
Expenses                                                                                            
     Selling................................      7,017,136      4,682,835            2,538,190      1,697,409
     General and administrative.............      2,253,829      1,443,072              804,481        409,939
                                                -----------    -----------           ----------     ----------
                                                                                                    
                                                  9,270,965      6,125,907            3,342,671      2,107,348
                                                -----------    -----------           ----------     ----------
                                                                                                    
Earnings (loss) from operations                  (2,154,008)       176,918            (489,184)       158,900
                                                -----------    ------------          ----------     ----------
                                                                                                    
Other income (deductions)                                                                           
     Interest income........................         51,372         10,052               11,678         19,284
     Interest expense.......................        (77,067)       (45,318)             (26,273)       (21,892)
     Miscellaneous income (expense).........         16,809         16,016               20,000             --
                                                ------------   ------------          -----------    -----------
                                                     (8,886)       (19,250)               5,405         (2,608)
                                                -----------    -------------         -----------    ----------
                                                                                                    
Earnings (loss) before income                                                                       
   taxes (benefits).........................     (2,162,894)       157,668             (483,779)       156,292
Income taxes (benefits).....................       (931,405)        19,572             (184,439)        19,272
                                                -----------    -------------         ----------     -----------
                                                                                                    
     Net earnings (loss)....................    $(1,231,489)   $   138,096           $ (299,340)    $  137,020
                                                ===========    ===========           ==========     ==========
                                                                                                    
Weighted average common                                                                             
     shares outstanding.....................      4,385,000      3,559,028            4.385.000      3,559,028
                                                ===========    ===========           ==========     ===========
                                                                                                    
Net earnings (loss) per share...............    $      (.28)   $       .04           $     (.07)    $      .04
                                                ===========    ===========           ==========     ===========
</TABLE>

                                      - 2 -

<PAGE>



                                 ROOM PLUS, INC.

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                      NINE MONTHS ENDED SEPTEMBER 30, 1997
                                   (Unaudited)
                                    Restated


<TABLE>
<CAPTION>
                                    Issued and               Issued and
                      Authorized    Outstanding              Outstanding              Additional
                       Common        Common                  Common                    Paid-in
                       Shares        Shares         Amount   Warrants        Amount    Capital         Deficit         Total
                      -----------   -----------     -------  ------------   --------  -------------   ------------   ------------
                                                                                                      
<S>                    <C>            <C>            <C>        <C>         <C>          <C>          <C>             <C>        
BALANCE -                                                                                             
January 1, 1997        10,000,000     4,385,000      $5,832     2,530,000   $253,000     $6,259,645   $ (2,111,402)   $ 4,407,075
                                                                                                      
Net loss for the                                                                                      
nine months ended                                                                                     
September 30, 1997            --             --          --            --         --             --     (1,231,489)    (1,231,489)
                      -----------   -----------     -------  ------------   --------  -------------   -------------  -------------
                                                                                                      
BALANCE -                                                                                             
September 30, 1997     10,000,000     4,385,000      $5,832     2,530,000   $253,000     $6,259,645   $ (3,342,891)   $ 3,175,586
                       ==========     =========      ======     =========   ========     ==========   ============    ===========
                                                                                                     
</TABLE>


                                      - 3 -

<PAGE>



                                 ROOM PLUS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Nine Months Ended             Three Months Ended
                                                                  September 30                   September 30
                                                       ------------------------------    ---------------------------
                                                             1997           1996            1997             1996
                                                       --------------- --------------    ------------    -----------
                                                           Restated                         Restated
                                                       ---------------                   ------------
<S>                                                        <C>               <C>            <C>             <C>     
Cash Flows from Operating Activities
    Net earning (loss)............................         $(1,231,489)      $138,096       $(299,340)      $137,020
    Adjustments to reconcile net earnings (loss) to net
      cash provided by (used in) operating activities
    Depreciation..................................             184,074         77,634          76,561         25,097
    Reserve for bad debts.........................                  --             --              --        (77,412)
    Deferred income taxes ........................            (934,223)        19,200        (185,700)        18,900
    (Increase) decrease in operating assets
      Accounts receivable.........................             (55,989)        66,307         (18,024)        92,126
      Inventories.................................            (417,716)      (178,093)        (83,233)      (140,726)
      Prepaid expenses............................            (196,536)      (217,978)        (88,132)       (32,320)
      Deferred charges............................             112,290        (37,212)         34,381        (49,412)
    Increase (decrease) in operating liabilities
      Accounts payable, accrued expenses and
       other liabilities..........................              97,621        270,969         162,700        305,266
      Payroll and sales taxes payable.............              36.488        (20,202)         20,693         48,478
      Cash surrender value, officers' life insurance                --          5,318              --             --
                                                           ------------      --------       ----------      --------

      Net cash provided by (used in)
        operating activities......................          (2,405,480)       124,039        (380,094)       327,017
                                                           ------------      --------       ----------      --------

Cash Flows from Investing Activities
     Purchases of property and equipment..........            (921,540)      (268,565)        (68,128)      (161,907)
     Net loans (to) from certain shareholders.....              31,086        (48,940)         (7,334)        (3,291)
     Increase in investments......................            (100,000)            --              --             --
     Increase in security deposits and other assets             (5,634)      ( 46,521)             --         (6,886)
                                                           ------------      --------       ----------      --------

      Net cash used in investing activities.......            (996,088)      (364,026)        (75,462)      (172,084)
                                                           ------------      --------       ----------      --------

Cash Flows from Financing Activities
    Net proceeds (repayment) of short-term debt...             (25,000)       395,000          50,000       (150,000)
    Net proceeds (repayment) of long-term debt....             398,111       (153,448)        (43,603)       (87,606)
    Proceeds from issuance of common stock........                  --        332,690              --        332,690
    Charges in connection with initial
      public offering.............................                  --       (153,209)             --       (153,209)
                                                           ------------      --------       ----------      --------
      Net cash provided by (used in)
        financing activities......................             373,111        421,033           6,397        (58,125)
                                                           ------------      --------       ----------      --------

Net Increase (Decrease) in Cash...................          (3,028,457)       181,046        (449,159)        96,808

Cash (overdraft), beginning of period.............           3,178,088        (61,436)        598,790         22,802
                                                           ------------      --------       ----------      --------

Cash, end of period...............................         $   149,631       $119,610       $ 149,631       $119,610
                                                           ============      ========       ==========      ========
</TABLE>


                                      - 4 -

<PAGE>



                                 ROOM PLUS, INC.

                          NOTES TO FINANCIAL STATEMENTS

Note 1:      BASIS OF PRESENTATION

             The accompanying unaudited financial statements, which are for
             interim periods, do not include all disclosures provided in the
             annual financial statements. These unaudited financial statements
             should be read in conjunction with the financial statements and
             footnotes thereto contained in the Room Plus, Inc. (the "Company")
             Annual Report on Form 10-KSB for the year ended December 31, 1996,
             as filed with the Securities and Exchange Commission.

             In the opinion of the Company, the accompanying unaudited financial
             statements contain all adjustments (which include only normal
             recurring adjustments) necessary to present fairly the financial
             position, results of operations and cash flows of the Company for
             the interim periods presented.

             The results of operations for the nine-month period ended September
             30, 1997, are not necessarily indicative of the operating results
             for the full year. Certain amounts have been reclassified to
             conform with the current period presentation. These
             reclassifications had no effect on net earnings or loss.


Note 2:      INVENTORIES

             Inventories are stated at the lower of cost determined by the
             first-in, first-out method or market and consist of the following:


                                     September 30       December 31
                                     -------------      -------------
                                          1997               1996
                                     -------------      -------------

             Showrooms                  $1,474,458        $1,151,107
             Work in process                30,602             8,802
             Raw materials                 363,063           290,498
                                     -------------      ------------
                                        $1,868,123        $1,450,407
                                     =============      ============


                                      - 5 -

<PAGE>



Item 2.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS


Nine Months Ended September 30, 1997 and 1996

        Revenues for the nine months ended September 30, 1997 totaled
        $12,145,971 as compared to $10,545,010 for the nine months ended
        September 30, 1996 an increase of $1,600,961 or 15.2%. Existing store
        revenue decreased $759,365 as compared to September 30, 1996, while six
        new showrooms realized $2,360,326 in revenues during the same period.

        Cost of goods sold totaled $5,029,014 or 41.4% of revenues for the first
        nine months of 1997 as compared to $4,242,185 or 40.2% of revenues for
        the first nine months of 1996. This increase of $786,829 or 18.5% was
        primarily the result of the increase sales in volume.

        As a result of the foregoing, the Company realized an increase in gross
        profit in 1997 as compared to 1996, with a gross profit of $7,116,957 or
        58.6% of revenues in the first nine months of 1997 as compared to
        $6,302,825 or 59.8% of revenues achieved during the same period in 1996.

        Selling, general and administrative expenses totaled $9,270,965 for the
        first nine months of 1997 as compared to $6,125,907 for the first nine
        months of 1996. The increase of $3,145,058 or 51.3% was primarily the
        result of increased professional fees and expenses associated with the
        opening of six new showrooms, including, but not limited to, an increase
        in occupancy costs, salaries, commissions and advertising expense.

        Operating loss for the period ended September 30, 1997 was $2,154,008 or
        17.7% of revenues as compared to operating income of $176,918 during the
        period ended September 30, 1996.

        Other income (deductions) for the period ended September 30, 1997 was
        ($8,886) as compared to ($19,250) for September 30, 1996. The decrease
        in other income (deductions) of $10,364 is primarily due to an increase
        of interest income of approximately $40,000 which was offset by an
        increase in interest expense of approximately $30,000 from the leasing
        of new machinery and equipment.

        For the first nine months of 1997, the Company also has recorded net
        deferred income tax benefits of $931,405, which will be used to offset
        future income tax liabilities.

        Due to the combination of the preceding factors, the Company realized a
        net loss of $1,231,489 or 10.1% of revenues during the nine months ended
        September 30, 1997 as compared to net income of $138,096 or 1.3% during
        the nine months ended September 30, 1996.


Three Months Ended September 30, 1997 and 1996

        Revenues for the three months ended September 30, 1997, totaled
        $4,862,979 as compared to $3,873,928 for the three months ended
        September 30 1996, an increase of $989,051 or 25.5%. This increase is
        primarily due to the opening of six additional retail showrooms.

        Cost of goods sold for the three months ended September 30, 1997, were
        $2,009,492 or 41.3% of revenues as compared to $1,607,680 or 41.5% of
        revenues for the same period in 1996. This increase of $401,812 or 25.0%
        is primarily due to costs associated with the increase in revenues. Cost
        of goods sold decreased as a percentage of revenues due to the continued
        efficiencies gained through the introduction of new machinery and
        equipment.

        As a result of the foregoing, the Company realized a gross profit in the
        three months ended September 30, 1997 of $2,853,487 or 58.7% of revenue
        as compared to 1996, with a gross profit of $2,266,248 or 58.5% of
        revenues.

        Selling, general and administrative expenses amounted to $3,342,671 or
        68.7% of revenues for the three months ended September 30, 1997,
        compared to $2,107,348 or 54.4% of revenues for the three months ended
        September 30, 1996.



                                      - 6 -

<PAGE>



Item 2. (Continued)
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS


        The increase of $1,235,323 or 58.6% was primarily the result of expenses
        associated with the opening of six new showrooms, including, but not
        limited to, an increase in occupancy costs, salaries, commissions and
        advertising expense.

        Due to the increase in expenses, the Company realized an operating loss
        for the three months ended September 30, 1997, of $489,184 or 10.1% of
        revenues as compared to operating earnings of $158,900 or 4.1% or
        revenues during the three months ended September 30, 1996.

        Other income (deductions) for the three months ended September 30, 1997
        were $5,405 as compared to ($2,608) in the three months ended September
        30, 1996. The primary reasons for the $8,013 net increase in other
        income were a $20,000 gain on the sale of equipment offset by a net
        increase in interest expense of approximately $12,000, which was the
        result of capital leases on new machinery and equipment.

        In the three months ending September 30, 1997, the Company also recorded
        income tax benefits of $184,439, which will be used to offset future
        income tax liabilities.

        The preceding factors combined to show a net loss of $299,340 in the
        three months ended September 30 1997, as compared to net earnings of
        $137,020 for the three months ended September 30 1996.


Liquidity and Capital Resources

        The Company had working capital of $499,452 at September 30 1997, which
        represented a net change of $1,705,532 or 141% from the working capital
        deficit of $1,206,080 at September 30, 1996. The increase in working
        capital was mainly due to the realization of the net proceeds from the
        Company's initial public offering ("IPO") in November 1996.

        The Company's operating activities provided (used) cash of $(2,405,480)
        and $124,039 for the nine months ended September 30, 1997 and 1996,
        respectively, and $(380,094) and $327,017 for the three months ended
        September 30, 1997 and 1996, respectively. For the nine months ended
        September 30, 1997, cash was used to primarily finance inventory and
        selling expenses for six new retail showrooms. In the nine months ended
        September 30, 1996, cash was provided primarily from earnings and an
        increase in accounts payable and accrued expenses.

        In the three months ended September 30, 1997, cash was used to continue
        the support of the six new showrooms and to take advantage of purchase
        discounts by paying vendors within 10 rather than 30 days. For the three
        months ended September 30, 1996 cash was provided by earnings and an
        increase in accounts payable, which were partly offset by increased
        inventory levels.

        The Company's investing activities used cash of $996,088, $364,026,
        $75,462, and $172,084 for the nine months ended September 30, 1997 and
        1996 and the three months ended September 30, 1997 and 1996,
        respectively. The cash used by the Company's investing activities for
        the nine months ended September 30, 1997, is primarily the result of the
        purchase of computerized machinery and equipment, which will improve
        operating efficiency and lower costs of manufacturing as well as provide
        improvements to new showrooms. The cash used for the nine months ended
        September 30, 1996 was the result of purchases of equipment. The cash
        used by investing activity for the three months ended September 30, 1997
        was the result of purchases of property and equipment. The cash used by
        investing activity for the three months ended September 30, 1996 was the
        result of purchases of equipment as well as improvements to three new
        retail showrooms.



                                      - 7 -

<PAGE>



Item 2. (Continued)
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

        The Company's financing activities provided (used) cash of $373,111,
        $421,033, $6,397 and $(58,125) for the nine months ended September 30,
        1997 and 1996, and the three months ended September 30, 1997 and 1996,
        respectively. The cash provided by financing activities for the nine
        months ended September 30, 1997, was the result of capital leases which
        the company used toward the purchase of machinery and equipment. The
        cash provided by the Company's financing activities for the nine months
        ended September 30, 1996, was the result of borrowings from the
        Company's line of credit and the net proceeds from the sale of common
        stock. The cash used for the three months ended September 30, 1996, was
        the result of expenses associated with the IPO and a partial repayment
        of the Company's line of credit.

        The Company expects that cash flow from operations together with the
        remaining net proceeds from its IPO will be sufficient to fund the
        Company's business operations for at least the next six months. If such
        sources should prove insufficient, the Company would either curtail its
        expansion plans or seek to raise funds through bank borrowings or sales
        of its securities. However, there is no assurance that such borrowings
        or securities sales could be achieved on terms acceptable to the
        Company, if at all. The Company may also utilize its available bank line
        of credit to fund short-term fluctuations in its cash flow.

        Historically, demand for the Company's products has been seasonal, with
        demand increasing in the third and fourth quarters, corresponding to the
        beginning of the school year and the holiday season. The Company
        generally realizes 60% of its annual revenues during those quarters.

        The Company's operations have not been materially affected by the impact
        of inflation.


"Safe Harbor" Statement

        Forward looking statements made herein are based on current expectations
        of the Company that involve a number of risks and uncertainties and such
        forward looking statements should not be considered guarantees of future
        performance. These statements are made under the "Safe Harbor
        Provisions" of the Private Securities Litigation Reform Act of 1995. The
        factors that could cause actual results to differ materially from the
        forward looking statements include the impact of competitive products
        and pricing, product demand and market acceptance risks, the presence of
        competitors with greater financial resources than the Company and an
        inability to arrange additional debt or equity financing.



                                      - 8 -

<PAGE>



Part II.
                                OTHER INFORMATION

        Item 1. - Legal Proceedings
             Not applicable
        Item 2. - Changes in Securities
             Not applicable
        Item 3. - Defaults upon Senior Securities
             Not applicable
        Item 4. - Submission of Matters to a Vote of Security Holders
             Not applicable
        Item 5. - Other Information
             On December 12, 1997, the Company issued a press release announcing
             that it has restated its financial results for the three months and
             nine months ended September 30, 1997 to correct an accounting
             error. A copy of the press release is attached hereto.
        Item 6. - Exhibits and Reports on Form 8-K
                (a) Exhibits:
                    Exhibits description
                        11  Calculation of net earnings per common share
                (b) Reports on Form 8-K:
                        None








                                      - 9 -

<PAGE>



                                                                 Barry S. Kaplan

                                                                     Marc Zucker
                                                                  (973) 523-4600

     ROOM PLUS, INC. RESTATES LATEST QUARTERLY RESULTS TO INCLUDE ADDITIONAL
                              EXPENSES OF $283,513

Paterson, NJ, December 12, 1997 - ROOM PLUS, INC. (NASDAQ: PLUS) today announced
that due to a computer error it has restated its financial results for the three
months and nine months ended September 30, 1997. The error had the effect of
understating expenses for such periods by $283,513, net of a tax benefit of
$122,800, and thereby understating the Company's after-tax net loss for such
periods by $160,713 ($.04 per share). As corrected, the Company's net loss for
the three months and nine months ended September 30, 1997 were $299,340 ($.07
per share) and $1,231,489 ($.28 per share), respectively, rather than $138,627
($.03 per share) and $1,070,776 ($.24 per share), as originally reported.

In addition, the error resulted in an understatement of the Company's total
assets by $122,800, an understatement of the Company's current liabilities by
$283,513 and an overstatement of the Company's stockholders' equity by $160,713.
As corrected, the Company's total assets, current liabilities and stockholders'
equity at September 30, 1997 were $6,186,034, $2,512,253 and $3,175,586,
respectively, rather than $6,063,234, $2,228,740 and $3,336,299, as originally
reported. The error did not effect the Company's reported cash position at
September 30, 1997.

Marc Zucker, Chairman of the Board and Chief Executive Officer of the Company,
stated: "A computer program that we use to tabulate certain employee leasing
expenses failed to include the final week's expenses in computing totals for the
months of August and September. The discrepancy was discovered while reviewing
preliminary financial results for October and analyzing variances from prior
months. The matter has been corrected by Company management and its independent
accountants, and appropriate measures have been taken through related accounting
controls to prevent this from happening in the future."

ROOM PLUS, INC. has specialized for the past 15 years in the design and
production and retailing of modular, high pressure, mica-laminated furniture for
residential uses. With its 17 retail showrooms and its 78,000 square foot
manufacturing facility ROOM PLUS, INC. is the largest and leading vertically
integrated mica-laminated furniture company in New York, New Jersey and
Pennsylvania.

                                     - 10 -

<PAGE>


                                   SIGNATURES




In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





Date: December 12, 1997                    ROOM PLUS, INC.




                                  By:      /s/ Jay H. Goldberg
                                           -------------------
                                           Name:  Jay H. Goldberg
                                           Title: Chief Financial Officer


                                     - 11 -


                                 EXHIBIT NO. 11

                                 ROOM PLUS, INC.
                 COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE
                  (See Note 1 of Notes to Financial Statements)



<TABLE>
<CAPTION>
                                                                    Nine Months Ended September 30
                                                                        1997              1996
                                                                     ----------         ----------
<S>                                                                 <C>                 <C>       
PRIMARY
   Net earnings (loss) applicable to common stock                   $(1,231,489)        $  138,096
                                                                    ===========         ==========

Shares
   Weighted average number of common shares outstanding               4,385,000          2,645,278

Primary Earnings (Loss) per Common Share                            $     (0.28)        $      .05
                                                                    ===========         ==========




ASSUMING FULL DILUTION
   Net earnings (loss) applicable to common stock                   $(1,231,489)        $  138,096
                                                                    ===========         ==========

Shares
   Weighted average number of common shares outstanding               4,385,000          2,645,278

Assuming exercise of options and warrants which could have 
   been purchased with the proceeds from the exercise of such
   options and warrants                                               1,234,519            913,750
                                                                    -----------         ----------

Weighted average number of shares outstanding as adjusted             5,619,519          3,559,028
                                                                    ===========         ==========

Earnings (Loss) per Common Share Assuming Full Dilution             $     (0.22)        $      .04
                                                                    ===========         ==========
</TABLE>




<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                         0001009773
<NAME>                        ROOM PLUS, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                             DEC-31-1997
<PERIOD-START>                                JAN-31-1997
<PERIOD-END>                                  SEP-30-1997
<CASH>                                            149,631
<SECURITIES>                                            0
<RECEIVABLES>                                      94,877
<ALLOWANCES>                                            0
<INVENTORY>                                     1,868,123
<CURRENT-ASSETS>                                3,011,705
<PP&E>                                          3,741,623
<DEPRECIATION>                                  1,936,173
<TOTAL-ASSETS>                                  6,186,034
<CURRENT-LIABILITIES>                           2,512,253
<BONDS>                                                 0
                                   0
                                             0
<COMMON>                                            5,832
<OTHER-SE>                                      6,512,645
<TOTAL-LIABILITY-AND-EQUITY>                    6,186,034
<SALES>                                        12,145,971
<TOTAL-REVENUES>                               12,145,971
<CGS>                                           5,029,014
<TOTAL-COSTS>                                   9,270,965
<OTHER-EXPENSES>                                        0
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                               (77,067)
<INCOME-PRETAX>                                (2,162,894)
<INCOME-TAX>                                     (931,405)
<INCOME-CONTINUING>                                     0
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                   (1,231,489)
<EPS-PRIMARY>                                        (.28)
<EPS-DILUTED>                                       (0.22)
        


</TABLE>


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