FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20548
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15D OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Quarterly Period Ended March 31, 1997
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15D OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________to___________
Commission File Number -- 0-10926
TECFIN CORPORATION
Exact name of registrant as specified in its charter)
Delaware 11-2552239
(State or other Jurisdiction (IRS Employer Identification Number)
of Incorporation or Organization
107 Northern Boulevard, Great Neck, New York 11021
(Address of principal offices) (Zip Code)
(516) 829-3774
(Registrant's Telephone Number including area code)
Indicate by checkmark 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 _______
The number of shares outstanding of each of the issuer's classes of common
shares, as of May 15, 1997 was 64,205,771 shares of Common stock
$.0001 par value per share, excluding 285,000 shares held in treasury.
Part I - FINANCIAL INFORMATION
Item l Financial Statements
<TABLE>
<CAPTION>
TECFIN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS-
LIQUIDATION BASIS
ASSETS
MARCH 31, DECEMBER 31,
1997 1996
(Unaudited) (Audited)
<S> <C> <C>
Cash and cash equivalent $ 21,389 $ 19,281
Demand note receivable-related party 141,501 141,501
--------- ---------
Total assets $162,890 $160,782
======== =========
LIABILITIES
Liabilities:
Income taxes payable 145 505
Accrued expenses and other current
liabilities 20,962 20,962
-------- --------
Total liabilities 21,107 21,467
-------- --------
Net assets $141,783 $139,315
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>
TECFIN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
LIQUIDATION BASIS
For the Three Months
Ended March 3l,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net assets as of Jan l, $139,315 $135,104
-------- --------
Sales and operating
revenues 3,038 3,038
-------- --------
Cost and expenses:
Selling, general and
administrative 570 2,234
-------- --------
570 2,234
-------- --------
Income before
provision for
income taxes 2,468 804
Provision for taxes - -
-------- --------
Net income 2,468 804
-------- --------
Net assets as of March 31 $141,783 $135,908
======== ========
Weighed average number of
shares outstanding (A) (A)
======== ========
Earnings per share (note2)
Income per common share $ - $ -
======== ========
</TABLE>
(A) - 64,205,771 shares outstanding in all periods
See Notes To Consolidated Financial Statements
3
<TABLE>
<CAPTION>
TECFIN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
LIQUIDATION BASIS
For Three
Months Ended
March 31,
1997
- -------------
<S> <C> <C> <C> <C> <C>
Balance at
Jan l, 1997 $6,449 $1,079,170 ($943,529) ($2,775) $139,315
Net income 2,468 2,468
------ ---------- ---------- -------- ---------
Balance
3/31/97 $6,449 $1,079,170 ($941,061) ($2,775) $141,783
</TABLE>
<TABLE>
<CAPTION>
For Three Total
Months Ended Additional Share-
March 31, Common Paid in Accumulated Treasury holder
1996 Stock Capital Deficit Stock Equity
- ------------ ------- ----------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C>
Jan 1, 1996 $6,449 $1,079,170 ($947,740) ($2,775) $135,104
Net income 804 804
------- ----------- --------- -------- --------
Balance
3/31/96 $6,449 $1,079,170 ($947,740) ($2,775) $135,908
====== ========== ========== ======== ========
</TABLE>
See Notes To Consolidated Financial Statements
4
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Condensed Information
In the opinion of the Company, the accompanying unaudited
condensed financial statements contain all adjustments, consisting
only of normal recurring accruals, necessary to present fairly the
consolidated statement of net assets of the Company and its subsidiaries
as of March 31, 1997, the consolidatd statements of changes in net
assets and changes in stockholders' equity for each of the three months
ended March 31, 1997 and 1996. The financial statements have been
prepared on the assumption of the liquidation basis of accounting.
The results of operations for the three months ended March 31,
1997 are not necessarily indicative of the results to be expected for the
full year.
Certain information and note disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The condensed
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Form 10-KSB
Annual Report for its fiscal year ended December 31, 1996.
Balance sheet at December 31, 1996 contained in this report has been
derived from the Company's auditd consolidated balance sheet included in
such Form 10-KSB.
Note 2 - Earnings per share
Primary income per share is based on the weighted average number
of shares outstanding during each period.
Note 3 - Related parties transactions
In November 1991, the Company loaned $200,000 to an affiliated
Company which are demand notes bearing interest at 10%. An additional
$100,000 was loaned in June 1994 with interest at 8%. Through March 31,
1997, $158,499 has been repaid. At March 31,1997, the notes were sold,
assigned and transferred to Apple Chevrolet, Inc, a corporation owned
by Messrs. S H and J Wallick. In consideration Apple Chevrolet issued a
demand promissory note in the principal sum of $141,501 bearing interest
at 8.75%.
Note 4 - Contingency
In May 1992, the Company received a non-interest bearing demand
promissory note from a sublessee of commercial space from the Company.
An officer of the Company and the sublessee were partners in an unrelated
joint venture. The face value of the non-interest bearing demand note is
$261,250, which was present valued to $171,250 using an imputed interest
of 11.42%. Payments of $124,767 have been received to March 31, 1997.
5
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION
RESULTS OF OPERATIONS
The Company had no significant operations for the three months ended
March 31, 1997.
Analysis of Revenue and Expenses is as follows:
<TABLE>
<CAPTION> Three Months Ended March 31,
1997 1996
<S> <C> <C>
Interest and other income $3038 $3,038
===== =======
Expenses:
Other 804 2,234
----- -------
Total expenses 804 2,234
====== =======
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
The Company is in a limited liquidity and capital resources
position. Such position is principally due to the defaults appertaining to
(i) two substantial equipment leases which defaults took place in 1990
and 1991; and (ii) the default in the sub-lease of the premises 275
Northern Boulevard, Great Neck, N.Y.
The lack of new business in fiscal 1995 and 1996 and three months
ended March 31, 1997 and cash flows results in such periods were additional
adverse factors that contributed to the Company's present liquidity and
capital resources position; the substantial improvement of whcih positions
are presently substantially dependent upon the realization by the Company
of monies owing to it from the defaulting parties concerned as well as
upon the ability of the Company to generate new and profitable business.
The Company presently does not have any specific plans in mind which
would materailly change favorably either(i) its short term or long term
liquidity (i.e., ability to generate adequate amounts of cash to meet
its needs for cash) or (ii) its capital resources position (i.e., source of
funds). Furthermore, there are no trends or events known to Management
that will result in, or that are reasonably likely to result in, the
Company's liquidity increasing in any material way in the foreseeable future.
The present limited liquidity and capital resources position of the Company
will necessarily adversely affect: the financial condition of the Company;
its ability to enter into new lease financing and brokerage arrangements,
which line of business has been the Company's principal source of revenues
since 1986; its prospects for the future; and its ability to continue
in existence.
While Management believes that the Company will be able to continue
in existence during the twelve month period ending December 31, 1997, there
can be no assurance that the Company will be able to generate sufficient
cash to remain in existence thereafter.
6
PART II - OTHER INFORMATION
Item 6 - EXHIBITS AND REPORTS ON FORM 8K
(b) No reports on Form 8K were filed during the quarter for
which this report is filed.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
TECFIN CORPORATION
SANDERS H. WALLICK
by:
Sanders H. Wallick
Sanders H. Wallick
Chairman and Chief Executive Officer
SANDERS H. WALLICK
Sanders H. Wallick
Sanders H. Wallick
Acting Treasurer and Chief Financial
and Accounting Officer
DATED: MAY 15, 1997
7
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 21,389
<SECURITIES> 0
<RECEIVABLES> 141,501
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 162,890
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 162,890
<CURRENT-LIABILITIES> 21,107
<BONDS> 0
<COMMON> 1,000
0
0
<OTHER-SE> 140,783
<TOTAL-LIABILITY-AND-EQUITY> 162,890
<SALES> 3,038
<TOTAL-REVENUES> 3,038
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 570
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,468
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,468
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,468
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
