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<PAGE>
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Transition Period: October 1, 1996 to December 31,1996 File No.:
2-72849-NY
IMN FINANCIAL CORP.
(formerly N G T Enterprises, Inc.)
(Exact name of registrant as specified in its charter)
DELAWARE 11-2558192
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
520 BROADHOLLOW ROAD MELVILLE NEW YORK 11746
(Address of principal executive offices)
(516) 844-9805
(Registrant's telephone number, including area code)
N G T ENTERPRISES, INC.
100 GARDEN CITY PLAZA SUITE 200 GARDEN CITY NEW YORK 11350
(Former Name or Former Address, 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 .
-
Indicate the number of shares outstanding of each of the registrant's classes of
stock as of
December 31, 1996:
Common stock, $.0001 par value - 4,257,199 shares outstanding.
<PAGE>
IMN FINANCIAL CORP. (FORMERLY N G T ENTERPRISES, INC.)
FORM 10-Q
INDEX
PART I - FINANCIAL INFORMATION
Item I - FINANCIAL STATEMENTS (Unaudited)
Condensed Balance Sheets -
December 31, 1996 and 1995 1
Condensed Statement of Income -
Transition Period October 1, 1996 to December 31, 1996
Three Months Ended December 31, 1995 2
Condensed Statement of Cash Flows -
Transition Period October 1, 1996 to December 31, 1996
Three Months Ended December 31, 1995 3
Condensed Statement of Stockholders Equity 4
Notes to Financial Statements 5-6
PART II - OTHER INFORMATION 7-8
SIGNATURES 9
<PAGE>
IMN FINANCIAL CORP. (FORMERLY N G T ENTERPRISES, INC.)
FORM 10 - Q
CONDENSED BALANCE SHEETS
ASSETS
12/31/96 12/31/95
(Unaudited) (Unaudited)
----------- -----------
TOTAL ASSETS $ 0 $ 0
======== =====
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Officer loan payable $ 1,500 $ 0
STOCKHOLDERS' EQUITY
Common stock - authorized 12,000,000 shares,
$.0001 par value per share, the number of
shares outstanding at December 31, 1996 and
1995 was 4,257,199 and 3,931,199,
respectively. 426 393
Additional paid in capital 16,867 0
Retained earnings (18,793) (393)
-------- -----
Total Stockholders' Equity (1,500) 0
-------- -----
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 $ 0
======== =====
See accompanying notes to financial statements.
<PAGE>
IMN FINANCIAL CORP. (FORMERLY N G T ENTERPRISES, INC.)
FORM 10 - Q
CONDENSED STATEMENT OF INCOME
(Unaudited)
Transition For the
Period Three Months
10/1/96 to Ended
12/31/96 12/31/95
------------ --------------
Income $ 0 $ 0
General and Administrative Expenses 1,500 0
---------- ----------
Income (Loss) from Operations (1,500) 0
Other Income (Expenses) 0 0
---------- ----------
Income (Loss) before Provision for Income Taxes (1,500) 0
Provision for Income Taxes 0 0
---------- ----------
Net Income (Loss) $ (1,500) $ 0
========== ==========
Weighted Average Number of Shares Outstanding 4,257,199 3,931,199
========== ==========
Net Income per Share (0.0365) $ 0
========== ==========
See accompanying notes to financial statements.
<PAGE>
IMN FINANCIAL CORP. (FORMERLY N G T ENTERPRISES, INC.)
FORM 10 - Q
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
Transition For the
Period Three Months
10/1/96 to Ended
12/31/96 12/31/95
------------ --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $(1,500) $ 0
Changes in assets and liabilities 1,500 0
------- --------
Net cash provided by operating activities 0 0
------- --------
Net increase in cash and equivalents 0 0
Cash Balance at Beginning of Period 0 0
------- --------
Cash Balance at End of Period $ 0 $ 0
======= ========
SUPPLEMENTAL DISCLOSURES:
Interest expense $ 0 $ 0
======= ========
Income taxes $ 0 $ 0
======= ========
See accompanying notes to financial statements.
<PAGE>
IMN FINANCIAL CORP. (FORMERLY N G T ENTERPRISES, INC.)
FORM 10 - Q
CONDENSED STATEMENT OF STOCKHOLDERS EQUITY
(Unaudited)
COMMON COMMON ADDITIONAL
STOCK STOCK PAID-IN RETAINED
DATE (SHARES) ($) CAPITAL EARNINGS TOTAL
- ------- ---------- ------ ---------- ---------- ---------
10/1/93 3,930,926 $393 $ 0 $ (393) $ 0
9/30/94 273 0
----------- ---- ------- -------- --------
3,931,199 393 0 (393) 0
12/31/95 Net income 0
----------- ---- ------- -------- --------
3,931,199 393 0 (393) 0
9/30/96 326,000 33 16,867 16,900
9/30/96 Net loss (16,900) (16,900)
----------- ---- ------- -------- --------
4,257,199 426 16,867 (17,293) 0
12/31/96 Net loss (1,500) (1,500)
----------- ---- ------- -------- --------
4,257,199 $426 $16,867 $(18,793) $ (1,500)
=========== ==== ======= ======== ========
See accompanying notes to financial statements.
<PAGE>
IMN FINANCIAL CORP. (FORMERLY N G T ENTERPRISES, INC.)
FORM 10-Q
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information as set forth in Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
It should be noted that the Company has filed Form 8-K on May 5, 1997 and
August 1, 1997, respectively, relating to acquisitions subsequent to December
31, 1996 (Note 3). The Company has also filed Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997, respectively. The Company will file an
additional Form 8-K on September 15, 1997 as a result of changes in its
certifying accountant and fiscal year end, respectively. Any disclosures not
contained herein are contained in each of the above filings.
This transition report for the period October 1, 1996 to December 31, 1996
is the result of the change in the Company's fiscal year from September 30 to
December 31, retroactive to December 31, 1996.
NOTE 2 - EARNINGS PER SHARE
Earnings per share have been computed on the basis of the total weighted
average number of shares outstanding.
12/31/96 12/31/95
-------- --------
Number of shares outstanding - Start Up Period 4,257,199 3,931,199
Increases of shares 0 0
--------- ---------
Number of shares outstanding - End of period 4,257,199 3,931,199
========= =========
Weighted Average Number of Shares Outstanding 4,257,199 3,931,199
========= =========
<PAGE>
IMN FINANCIAL CORP. (FORMERLY N G T ENTERPRISES, INC.)
FORM 10-Q
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 3 - ACQUISITIONS SUBSEQUENT TO DECEMBER 31, 1996
On May 5, 1997, the Company acquired 100% of the outstanding common stock
of Donald Henig, Inc. ("DHI"), First Equities Commercial Corp. ("Commercial"),
First Equities Service Corp. ("Service") and holdings in the Aristocrat Endeavor
Fund from IMN Equities, Inc. for 20,221,700 shares of its common stock. This
item is explained more fully in the Company's 8-K dated May 5, 1997.
On August 1, 1997, the Company acquired 100% of the outstanding common
stock of Green Shield Mortgage Corporation ("GSM"). In consideration for the
acquisition of GSM , the Company delivered to the principal of GSM: 1) One
hundred forty four thousand nine hundred six (144,906) shares of the Company's
common stock in the name of the principle; 2) the Belansen note receivable as
set forth on the December 31, 1996 financial statement of GSM, valued at
approximately one hundred forty seven thousand dollars ($147,000) as of August
1, 1997; and 3) direct payment to the principal in the amount of three hundred
fifty thousand dollars ($350,000). This item is explained more fully in the
Company's 8-K, dated August 1, 1997.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
No changes to previously reported information.
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.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Reference has been made to the reports and filings:
Form 10-QSB for the quarter ended March 31, 1997
Form 8-K, dated May 5, 1997
Form 10-QSB for the quarter ended June 30, 1997
Form 8-K, dated August 1, 1997
Form 8-K, dated September 15, 1997
<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.
IMN FINANCIAL CORP. AND SUBSIDIARIES.
Dated: September 15, 1997 /s/ EDWARD CAPUANO
---------------------------------
EDWARD CAPUANO - President and Principal
Executive Officer and Principal
Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains certain summary financial information extracted from the
financial statements dated December 31, 1996 and is qualified in its entirety by
reference to such financial information.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,500
<BONDS> 0
0
0
<COMMON> 426
<OTHER-SE> (1,926)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1,500
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,500)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,500)
<EPS-PRIMARY> (0.037)
<EPS-DILUTED> 0.037
</TABLE>
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