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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 33-36670
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Savin Electronics Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 22-3061278
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Gary B. Wolff, P.C., 747 Third Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
New York 212-644-6446 Israel 011 972 3 5445541
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(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[ ] Yes [x] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of the latest practicable date.
The number of shares outstanding of each of the registrant's classes of common
stock, as of October 31, 1997 is 8,150,000 shares, all of one class of $.0001
par value common stock.
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TABLE OF CONTENTS
Page No.
PART I
Item 1. Financial Statements 3-6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
and Plan of Operations 7-8
PART II
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a
Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
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SAVIN ELECTRONICS INC.
BALANCE SHEET
MARCH 31, 1997
(UNAUDITED)
ASSETS
<TABLE>
<S> <C> <C>
INVESTMENT IN FOREIGN SUBSIDIARY $ 1
-------
$ 1
=======
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $47,297
Loans payable - officer 5,000
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TOTAL CURRENT LIABILITIES 52,297
SHAREHOLDERS' DEFICIENCY
Common stock, $.0001 par value; authorized
15,000,000 shares; issued and outstanding
8,150,000 shares $ 815
Additional paid-in capital 924,591
Accumulated deficit (977,702)
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TOTAL SHAREHOLDERS' DEFICIENCY (52,296)
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$ 1
=======
</TABLE>
See notes to financial statements.
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SAVIN ELECTRONICS INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
---- ----
<S> <C> <C>
REVENUES $ -- $ --
COSTS AND EXPENSES:
General and administrative 1,322 2,850
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NET LOSS $ (1,322) $ (2,850)
=========== ===========
NET LOSS PER SHARE $ (--) $ (.01)
=========== ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 8,150,000 455,000
=========== ===========
</TABLE>
See notes to financial statements.
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SAVIN ELECTRONICS INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(1,322) $(2,850)
Adjustments to reconcile net loss to net cash
used in operating activities
Value of services contributed by officer -- 2,250
Increase (Decrease) in accounts payable and
accrued liabilities 1,322 600
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CASH USED IN OPERATING ACTIVITIES -- --
CASH FLOWS FROM INVESTING ACTIVITIES -- --
CASH FLOWS FROM FINANCING ACTIVITIES -- --
------- -------
NET DECREASE IN CASH -- --
CASH, BEGINNING OF PERIOD -- --
------- -------
CASH, END OF PERIOD $ -- $ --
======= =======
SUPPLEMENTAL DISCLOSURES:
Interest paid $ -- $ --
Income taxes paid -- --
</TABLE>
See notes to financial statements.
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SAVIN ELECTRONICS INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
1. Basis of Presentation
The accompanying financial statements reflect all adjustments which, in
the opinion of management, are necessary for a fair presentation of the
financial position and the results of operations for the interim periods
presented. All such adjustments are of a normal and recurring nature. The
results of operations for the interim periods presented are not necessarily
indicative of the results of future operations.
Certain financial information which is normally included in financial
statements prepared in accordance with generally accepted accounting principles,
is not required for interim reporting purposes and, has accordingly been
condensed or omitted. The accompanying financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's report filed on Form 10-KSB for the year ended December 31, 1996.
2. Subsequent Event
At December 31, 1996 Savin Electronics Ltd., the Company's wholly-owned
foreign subsidiary ("Limited"), incurred a twelve-month operating loss in excess
of $1.2 million; current liabilities exceeded current assets by $2.1 million and
the shareholders' deficiency approximated $1.3 million. Limited has been unable
to raise additional capital from external sources or from internally generated
profits and, accordingly, was forced into receivership in August 1997 and is in
the process of being liquidated for the benefit of creditors as of October,
1997.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS AND PLAN OF OPERATION
As heretofore indicated in the Company's Form 10-KSB for calendar year
ended December 31, 1996, the Company had not had any revenues from operations
from inception through calendar year ended December 31, 1996 and was basically
an inactive public "shell" until concluding an acquisition in April 1996.
Events leading up to and cumulating in the aforementioned April 1996
acquisition were briefly summarized in Item 6 to the Company's Form 10-KSB for
its then fiscal year ended March 31, 1996 and reference is herewith made thereto
with respect to such information, which information also contains certain
summarized information with respect to Savin Electronics, Ltd.'s business
activities; such wholly owned subsidiary having been placed in receivership in
August of 1997 and is in the process of being liquidated for the benefit of
creditors.
Further information with respect to such acquisition is contained in the
Company's filings under Forms 8-K with date of report of March 21, 1996 and
amendment no. 1 thereto as filed April 4, 1996 and June 21, 1996 respectively.
The Company remains subject to the reporting requirements under the
Securities Exchange Act of 1934. Notwithstanding such requirements, the last
report filed by the Company (exclusive of Forms 8-K) was a Form 10-QSB for its
quarter ended September 30, 1996. The Company, during the fourth quarter of 1997
embarked upon an effort to bring itself "current" with respect to its reporting
requirements and in that regard has prepared and filed (or is in the process of
filing) the following reports as indicated:
Form 10-KSB for calendar year ended December 31, 1996 and
Forms 10-QSB for quarters ended March 31, 1997, June 30, 1997 and September 30,
1997
Each of the above referenced reports were basically prepared at or around
the same time and forwarded for filing purposes on or about the same date.
The Company has not had any revenues from operations since its inception
in August 1990.
The Company currently has no significant business operations and (as
heretofore indicated) its wholly owned subsidiary is in the process of being
liquidated for the benefit of creditors. Accordingly, management of the Company
has determined to proceed substantially in the manner outlined hereinafter.
Once the above referenced Forms 10-QSB and 10-KSB have been filed the
Company will be current with respect to its reporting requirements and will be
in a position so as to pursue its current business objectives, i.e., to seek
potential business opportunities which in the opinion of management may provide
a profit to the Company. Such involvement may be either in the form of an
acquisition
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<PAGE> 8
of existing business(s) and/or the acquisition of assets in order to establish
subsidiary business(es) for the Company. These plans remain in their formative
stages and are, accordingly, subject to change if and when alternative business
opportunities arise. At the present time management considers the Company's
principal asset to be the fact that the Company is a "public" company listed for
trading on the electronic over-the-counter bulletin board, thereby creating a
"value" for the Company which might not otherwise exist if it were not a public
company.
In order to pursue the proposed activities referred to directly above,
Company management intends to enter into debt and/or equity financing on behalf
of the Company and in that respect is actively engaged in on-going discussions
and negotiations specifically with respect to capital raising through issuance
of convertible debentures in accordance with Regulation S under the Securities
Act of 1933. If and when such a financing transaction is concluded necessary
summarized information with respect thereto will be reported by the Company in a
Form 8-K within 15 days subsequent to the conclusion of any such financing.
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PART II
Item 1. Legal Proceedings - None (1)
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a
Vote of Security Holders - None (2)
Item 5. Other Information - None
Item 6. (a) Exhibits - None
(b) Reports on Form 8-K
(i) Form 8-K with date of report of December 19, 1996 - dated
February 24, 1997
(ii) Form 8-K with date of report of March 17, 1997 - dated March
17, 1997
(1) Except for the fact that (as indicated in Item 3 to the Company's Form
10-KSB for its year ended December 31, 1996) the Company's wholly owned
subsidiary was placed in receivership in August of 1997 and is currently
in the process of being liquidated for the benefit of creditors.
(2) As reported in Form 8-K with date of report of March 17, 1997 under Item 5
Other Events "On March 3, 1997, in accordance with Section 14A:5-6 of the
New Jersey Business Corporation Act (the "New Jersey Act"), the holders of
approximately 51.08% of the outstanding common stock, par value $.0001 per
share, of Savin Electronics Inc. (the "Company"), took action to remove
the existing Board of Directors of the Company, consisting of Meir
Portnoy, Yechiel Nussbaum, Gil Sarig and Avrum Savran, and elected Avrum
Savran and Avi Pines to serve as the sole members of the Company's Board
of Directors (the "Corporation Action")." Such Corporate Action became
effective on March 17, 1997.
Aforesaid Item 5 to Form 8-K further indicates "At a meeting of the new
Board of Directors held on March 17, 1997, Meir Portnoy was removed as
President and Chairman of the Board of the Company and Avi Pines and Avrum
Savran were elected to serve as President and Chairman of the Board,
respectively, of the Company."
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<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SAVIN ELECTRONICS INC.
By /Ron Fussman/
------------------------
Ron Fussman, President
Dated: November 6, 1997
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