FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_________________ to _________________
Commission File Number: 0-13347
ARINCO COMPUTER SYSTEMS INC.
(Exact name of small business issuer in its charter)
New Mexico 85-0272154
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1650 UNIVERSITY BLVD., N.E. SUITE 100
ALBUQUERQUE, NEW MEXICO 87102
(Address of principal executive offices) (Zip Code)
505-242-4561
Issuer's telephone number, including area code
Not Applicable
(Former names, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the issuer (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
issuer 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 the Issuer's common stock, par value
$ 0.001 par value common stock, its only class of equity securities, as of
July 7, 1997 was 4,035,000 shares.
Transitional Small Business Disclosure Format (Check one): Yes[ ] No[X]
PART I
Item 1. FINANCIAL STATEMENTS
ARINCO COMPUTER SYSTEMS INC.
BALANCE SHEET
<TABLE>
UNAUDITED
JUNE 30,
1997
ASSETS
<S> <C>
CURRENT ASSETS
Cash and Interest Bearing Deposits .................... $267,000
-----------
Total Assets ......................................... $267,000
===========
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES
Other Debt
Non-related parties .................................... $252,000
Accrued expenses ....................................... 385,000
-----------
Total current liabilities ............................ 637,000
SHAREHOLDERS' DEFICIT:
Preferred stock, .06 cumulative,
convertible share for share into
common stock, $.10 par value,
$896,000 liquidation preference,
5,000,000 shares authorized,
396,000 shares (NOTE F) ................................ 40,000
Common stock, $.01 par value,
4,500,00 shares authorized 4,396,000
shares (NOTE F) ...................... ................. 44,000
Additional paid-in-capital
Preferred stock ...................................... 1,250,000
Common stock ......................................... 1,273,000
Accumulated deficit .................................... (2,977,000)
-----------
Total shareholders' deficit ...................... (370,000)
-----------
Total liabilities and
shareholders' deficit ........................... $267,000
===========
</TABLE>
See accompanying notes to consolidated financial statements
ARINCO COMPUTER SYSTEMS, INC.
CONDENSED STATEMENT OF OPERATIONS
UNAUDITED
<TABLE>
Six Months Six Months
Ended Ended
JUNE 30, 1997 JUNE 30, 1996
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OPERATING EXPENSES
General and administrative ................. 2,000 3,000
----------- -----------
Total operating expenses .......... 2,000 3,000
----------- -----------
OPERATING LOSS ............................... (2,000) (3,000)
INTEREST EXPENSE ............................. (19,000) (19,000)
----------- -----------
OTHER INCOME ................................. 4,000 10,500
----------- -----------
LOSS FROM OPERATIONS ......................... (17,000) (11,500)
DEFICIT AT BEGINNING OF PERIOD ............... (2,960,000) (2,924,500)
----------- -----------
DEFICIT AT END OF PERIOD ..................... $(2,977,000) $(2,936,000)
=========== ===========
NET INCOME (LOSS) PER COMMON SHARE .......... $ (.000) $ (.000)
=========== ===========
WEIGHTED AVERAGE OF SHARES OUTSTANDING ....... 4,396,000 4,035,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statement
ARINCO COMPUTER SYSTEMS, INC.
CONDENSED STATEMENT OF OPERATIONS
UNAUDITED
Three Months Three Months
Ended Ended
JUNE 30, 1997 JUNE 30, 1996
<TABLE>
<S> <C> <C>
OPERATING EXPENSES
General and administrative ................. 2,000 3,000
----------- -----------
Total operating expenses .......... 2,000 3,000
----------- -----------
OPERATING LOSS ............................... (2,000) (3,000)
INTEREST EXPENSE ............................. (10,000) (10,000)
----------- -----------
OTHER INCOME ................................. 2,000 6,000
----------- -----------
LOSS FROM OPERATIONS ......................... (10,000) (7,000)
DEFICIT AT BEGINNING OF PERIOD ............... (2,967,000) (2,929,000)
----------- -----------
DEFICIT AT END OF PERIOD ..................... $(2,977,000) $(2,936,000)
=========== ===========
NET INCOME (LOSS) PER COMMON SHARE .......... $ (.000) $ (.000)
=========== ===========
WEIGHTED AVERAGE OF SHARES OUTSTANDING ....... 4,396,000 4,035,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statement
ARINCO COMPUTER SYSTEMS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 1997 & 1996
1997 1996
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<S> <C> <C>
Operating Activities:
Net loss/income ................................... $(17,000) $(11,500)
Adjustments to reconcile net
loss to cash provided (used)
by operating activities:
Changes in operating assets and liabilities: ......... 17,000 231,500
-------- --------
Net cash provided by operating activities: ........... 0 220,000
Cash and cash equivalents at beginning of period ..... 267,000 42,000
-------- --------
Cash and cash equivalents at end of period ........... $267,000 $262,000
======== ========
</TABLE>
See accompanying notes to consolidated financial statement
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------------
The consolidated balance sheet as of June 30, 1997 and the consolidated
statements of operations for the three and six months period and cash flows
for the six month periods ended June 30, 1997 and 1996 have been prepared by
the Company without audit.
In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the consolidated financial
position at June 30, 1997 and 1996 and the consolidated results of operations
and consolidated cash flows for the six month periods ended June 30, 1997 and
1996 have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. Its suggested that these
consolidated financial statements be read in conjunction with the
consolidated financial filing of the Company's Securities & Exchange
Commission Form 10-KSB. The results of operations for the periods ended
June 30, 1997 and 1996 are not necessarily indicative of the operating results
for the full year.
EARNINGS (LOSS) PER SHARE
- -------------------------
Earnings (loss) per share are computed using the weighted number of
common shares outstanding of 4,035,000 for the three and six month periods
ended June 30, 1997 and 1996, respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following is Management's discussions and analysis of the financial
condition and results of operations of the Company during the quarter ended
June 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Liquidity, as discussed herein, refers to the Company's ability to
generate adequate amounts of cash to meet its needs.
At June 30, 1997 the Company had cash of $267,000, and liabilities of
$637,000.
The Company is presently without significant income. To acquire or
develop any further new business interests, the Company must obtain moneys,
by borrowing or the sale of equities. There is no assurance that the Company,
however, will be successful in raising new capital or securing any new
business.
RESULTS OF OPERATIONS
- ---------------------
During the quarter ended June 30, 1997, the Company's net loss of
$17,000 for the six month period and ended represents the excess of
expense over revenue.
Operations for the six month period ended June 30, 1997 generated
other income of $4,000 and expenses of $21,000. Compared with other
income of $10,500 and expenses of $22,000 for the six month period ended June
30, 1996.
Operations for the three month period ended June 30, 1997 generated
other income of $2,000. and expenses of $12,000. Compared with other income
of $6,000 and expenses of $13,000 for the six month period ended June 30,
1996.
The Company incurred an operating loss of $2,000 during the three month
and $3,000 during the six month period ended June 30, 1997.
As the Company has incurred operating losses, no provision for income
taxes was required for the quarter ended June 30, 1997.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Registrant has been subjected to the following judgments:
a) On July 21, 1988, a Judgment was entered in the First Judicial
District, County of Santa Fe, New Mexico for legal fees in the amount of
$5,869.97.
b) On April 8, 1987 pursuant to a stipulation the US District Court
for the Eastern District of New York, a prior supplier of materials to a
formally owned subsidiary, obtained Judgment against the Registrant in
the amount of $245,738, plus interest.
These two judgments remain unpaid at the date of this Report.
Insofar as is known to the Company's management, there are no other
proceedings now pending, threatened, or contemplated, or unsatisfied
judgments outstanding which have not been provided for in any court or
agency to which the Company or any of its officers or directors, in such
capacity, are or may be a party, except as discussed above.
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS IN 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
NONE
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Arinco Computer Systems Inc.
August 14, 1997 s\James A. Arias
-------------------------------
James A. Arias
Interim Chief Executive Officer
and Chief Financial Officer
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEC
FORM (TYPE) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 267,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 267,000
<CURRENT-LIABILITIES> 637,000
<BONDS> 0
0
40,000
<COMMON> 44,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 267,000
<SALES> 0
<TOTAL-REVENUES> 4,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,000
<INCOME-PRETAX> (17,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17,000)
<EPS-PRIMARY> (000)
<EPS-DILUTED> (000)
</TABLE>
