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 September 30, 1998
( ) 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 November 28, 1998 was 64,205,721 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
SEPTEMBER 30, DECEMBER 31,
1998 1997
(Unaudited) (Audited)
<S> <C> <C>
Cash and cash equivalent $ 13,724 $ 17,614
Demand note receivable-related party 159,901 150,787
--------- ---------
Total assets $173,625 $168,401
======== =========
LIABILITIES
Liabilities:
Income taxes payable 145 145
Accrued expenses and other current
liabilities 20,962 20,962
-------- --------
Total liabilities 21,107 21,107
-------- --------
Net assets $152,518 $147,294
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
2
<TABLE>
<CAPTION>
TECFIN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
LIQUIDATION BASIS
For the Nine Months For the Three Months
Ended September 30, Ended September 30,
-------------------- -----------------------
1998 1997 1998 1997
---------- -------- --------- ---------
<S> <C> <C> <C> <C>
Net assets as of Jan l, $147,294 $139,315 $ 152,030 $ 144,303
-------- -------- ---------- ---------
Sales and operating
revenues 9,114 9,114 3,038 3,308
-------- -------- ---------- ---------
Cost and expenses:
Selling, general and
administrative 3,890 4,045 2,550 2,957
------- ------ -------- ---------
3,890 4,045 2,550 2,957
------- -------- -------- ---------
Income before
provision for
income taxes 5,224 5,069 488 81
Provision for taxes - - - -
-------- -------- --------- --------
Net income 5,224 5,069 488 81
-------- -------- --------- -------
Net assets as of Sept30 $152,518 $144,384 $ 152,518 $ 144384
======== ======== ========= =========
Weighed average number of
shares outstanding (A) (A) (A) (A)
======== ======== ========= =========
Earnings per share (note2)
Income per common share $ - $ - $ - $ -
======== ======== ========= =========
</TABLE>
(A) - 64,205,721 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 Nine
Months Ended
Sept 30,,
1998
-------------
<S> <C> <C> <C> <C> <C>
Balance at
Jan l, 1998 $6,449 $1,079,170 ($935,550) ($2,775) $147,294
Net income 5,224 5,224
------ ---------- ---------- -------- ---------
Balance
9/30/98 $6,449 $1,079,170 ($930,326) ($2,775) $l52,518
For Nine Total
Months Ended
Sept 30,
1997 ------------
Jan 1, 1997 $6,449 $1,079,170 ($943,529) ($2,775) $139,315
Net income 5,069 5,069
------- ----------- --------- ------- --------
Balance
9/30/97 $6,449 $1,079,170 ($938,460) ($2,775) $144,384
====== ========== ========== ======== ========
</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 September 30, 1998, the consolidatd statements of changes in net
assets and changes in stockholders' equity for each of the nine months
ended September 30, 1998 and 1997. The financial statements have been
prepared on the assumption of the liquidation basis of accounting.
The results of operations for the nine months ended September 30, 1998
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, 1997.
Balance sheet at December 31, 1997 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 had been repaid. At March 31, 1997, the notes
were sold, assigned,and transferred to Apple Chevrolet, a corporation
owned by Messrs. S H and J Wallick. In consideration Apple Chevrolet
issued a demand promissory note in the principle sum of $141,501 bearing
interest at 8.75%.
5
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION
RESULTS OF OPERATIONS
The Company had no significant operations for the nine months ended
September 30, 1998.
Analysis of Revenue and Expenses is as follows:
<TABLE>
<CAPTION> Nine Months Ended Sept 30,
1998 1997
<S> <C> <C>
Interest and other income $9,114 $ 9,114
====== =======
Expenses:
Other 3,890 4,045
----- -------
Total expenses 3,890 4,045
====== =======
</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 1999 and 1997 and nine months
ended September 30, 1998 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
which 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 materially 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, 1998, 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: November 28, 1998
7
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> Sept-30-1998
<CASH> 13,724
<SECURITIES> 0
<RECEIVABLES> 159,901
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 173,625
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 173,625
<CURRENT-LIABILITIES> 21,107
<BONDS> 0
<COMMON> 1,000
0
0
<OTHER-SE> 151,518
<TOTAL-LIABILITY-AND-EQUITY> 173,625
<SALES> 9,114
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,890
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5,224
<INCOME-TAX> 0
<INCOME-CONTINUING> 5,224
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,224
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
