United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended October 31, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number: 0-21683
Unity First Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware 13-3899021
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
245 Fifth Avenue, Suite 1500, New York, New York 10016
(Address of principal executive offices)
(212) 696-4282
(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 Issuers Involved in Bankruptcy
Proceeding During the Preceding Five Years:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. [ ] Yes [ ] No
Applicable Only to Corporate Issuers:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
1,000,875 shares of Common Stock at December 5, 1996
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
The condensed financial statements included herein have
been prepared by Unity First Acquisition Corp. (the "Company"),
without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. While certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules
and regulations, the Company believes that the disclosures made
herein are adequate to make the information presented not
misleading.
<PAGE>
UNITY FIRST ACQUISITION CORP.
(a development stage entity)
BALANCE SHEETS
ASSETS
October 31, 1996 July 31, 1996
---------------- -------------
(unaudited)
CURRENT ASSETS:
Cash $ 563 $ 563
------------ ----------
DEFERRED REGISTRATION COSTS 250,000 250,000
------------ ----------
TOTAL ASSETS $ 250,563 $ 250,563
============ ==========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accrued registration costs $ 192,083 $ 225,000
Advances from affiliate 95,917 40,500
------------ ----------
TOTAL CURRENT LIABILITIES 288,000 265,500
------------ ----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.01 par value,
5,000 shares authorized, no shares
issued - -
Common stock, $.0001 par value,
20,000,000 shares authorized,
625,000 shares issued and outstanding 63 63
Additional paid-in-capital - -
Deficit accumulated during the
development stage (37,500) (15,000)
------------ ----------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (37,437) (14,937)
------------ ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIT) $ 250,563 $ 250,563
============ ==========
See Selected Notes to Financial Statements
<PAGE>
UNITY FIRST ACQUISITION CORP.
(a development stage entity)
STATEMENTS OF OPERATIONS
(UNAUDITED)
For The Three Months Cumulative
Ended Amounts
October 31, 1996 from Inception
-------------------- --------------
REVENUES $ - $ -
------------- ------------
EXPENSES:
General and administrative 22,500 37,500
------------- ------------
TOTAL EXPENSES 22,500 37,500
------------- ------------
NET LOSS $ (22,500) $ (37,500)
============= ============
NET LOSS PER COMMON SHARE $ (.04) $ (.06)
============= ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 625,000 625,000
============= ============
See Selected Notes to Financial Statements
<PAGE>
UNITY FIRST ACQUISITION CORP.
(a development stage entity)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD MAY 30, 1996
(DATE OF INCEPTION) THROUGH JULY 31, 1996
AND THE THREE MONTHS ENDED OCTOBER 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
Deficit
Additional Accumulated During
Common Stock Paid-In the Development
Shares Par Value Capital Stage Total
------ --------- ---------- ------------------ -----------
<S> <C> <C> <C> <C> <C>
Issuance of stock
to original founders for
cash, at par value 625,000 $ 63 $ - $ - $ 63
Net loss for the period
May 30, 1996 (date of
inception) through July
31, 1996 - - - (15,000) (15,000)
------- ------- ----- --------- ---------
Balance, July 31, 1996 625,000 63 - (15,000) (14,937)
Net loss for the period ended
October 31, 1996 (unaudited) - - - (22,500) (22,500)
------- ------- ----- --------- ---------
Balance, October 31, 1996
(unaudited) 625,000 $ 63 $ - $ (37,500) $ (37,437)
======= ======= ===== ========= =========
</TABLE>
See Selected Notes to Financial Statements
<PAGE>
UNITY FIRST ACQUISITION CORP.
(a development stage entity)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For The Three Months Cumulative
Ended Amounts
October 31, 1996 from Inception
-------------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (22,500) $ (37,500)
---------- -----------
NET CASH (USED IN) OPERATING ACTIVITIES (22,500) (37,500)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - 63
Advances from affiliate 55,417 95,917
Deferred registration costs (32,917) (57,917)
---------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 22,500 38,063
---------- -----------
NET INCREASE IN CASH - 563
CASH, beginning of period 563 -
---------- -----------
CASH, end of period $ 563 $ 563
========== ===========
See Selected Notes to Financial Statements
<PAGE>
NOTE 1 - FINANCIAL STATEMENTS
The financial statements have been prepared by Unity First
Acquisition Corp. ("the Company"), without audit. In the opinion
of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position,
results of operations and cash flows at October 31, 1996 and for
all periods presented have been made. The results of operations
for the period ended October 31, 1996 are not necessarily
indicative of the operating results for a full year.
Certain information and footnote disclosures prepared in accordance
with general accepted accounting principles and normally included
in the financial statements have been condensed or omitted. It is
suggested that these financial statements be read in conjunction
with the financial statements and notes included in the Company's
Registration Statement on Form S-1 (File No. 333-11165).
NOTE 2 - ORGANIZATION AND OPERATIONS
The Company was incorporated in the State of Delaware on May 30,
1996 to serve as a vehicle to effect a merger, exchange of capital
stock, asset acquisition or other similar business combination (a
"Business Combination"). The Company is currently in the
development stage. All activity of the Company to date relates to
its formation, fund-raising and search to effect a Business
Combination.
NOTE 3 - SUBSEQUENT EVENT
The Company's Registration Statement was declared effective by the
Securities and Exchange Commission on November 12, 1996. The
Company, pursuant to the terms of its initial public offering ("the
Offering"), placed $6,007,500 as of November 19, 1996, in a trust
account which was primarily invested in a short-term U.S.
Government Security. These funds are subject to release upon the
earlier of (i) the consummation of a Business Combination or (ii)
the liquidation of the Company.
<PAGE>
Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations
Unity First Acquisition Corp. (the "Company") was incorporated in May
1996 for the purpose of raising money to fund a vehicle to effect a
Business Combination with an operating business. On November 12, 1996
the Company's Registration Statement covering 1,250,000 Units was
declared effective by the Securities and Exchange Commission. Each Unit
consists of one share of the Company's Common Stock, one Class A
Redeemable Warrant and one Class B Redeemable Warrant (hereafter the
"Units").
The Company, after the offering and the exercise of the over-allotment
option (187,500 Units), had net proceeds of approximately $6,675,000.
Approximately $6,007,500 was invested at the Bank of New York pursuant
to a Trust Agreement and the balance at the Bank of New York in checking
and money market accounts.
For the three months ended October 31, 1996 the Company had a net loss
of $22,500, primarily attributable to general and administrative
expenses.
<PAGE>
PART III - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
None
(B) Reports on Form 8-K
None
<PAGE>
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.
Unity First Acquisition Corp.
(registrant)
Dated: December 5, 1996
By:/s/Lawrence Burstein
Lawrence Burstein
President
By:/s/Norman Leben
Norman Leben
Secretary
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> OCT-31-1996
<CASH> 563
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 250,563
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 250,563
<CURRENT-LIABILITIES> 288,000
<BONDS> 0
0
0
<COMMON> 63
<OTHER-SE> (37,500)
<TOTAL-LIABILITY-AND-EQUITY> 250,563
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 22,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (22,500)
<INCOME-TAX> 0
<INCOME-CONTINUING> (22,500)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (22,500)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>
