<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
[ ] TRANSITION REPORT PURSUANT SFCTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ----- to -----
Commission file number 1-8334
REGAL INTERNATIONAL, INC.
(Exact name of small business as specified in its charter)
Delaware 75-1071589
- ---------- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
52/F Bank of China Tower
1 Garden Road
Hong Kong
(Address Of principal executive offices)
852-2844-2905
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months
(or for such sooner 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 ----- No--X--
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date March 31, 1996, 81,806,198
shares.
Transitional Small Business disclosure Format (check one): Yes ----- No --X--
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
PAGE
----
ITEM 1 - FINANCIAL STATEMENTS
Consolidated Condensed Balance Sheets at March 31, 1996
and December 31,1995 1 - 2
Consolidated Condensed Statements of Operations
for the three months ended March 31, 1996
and March 31, 1995 3
Consolidated Condensed Statements of Cash Flows
for the three months ended March 31, 1996
and March 31, 1995 4
Notes to Consolidated Condensed Financial Statements 5 - 10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 - 13
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS 14
ITEM 2 - CHANGE IN SECURITIES 14
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES 14
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 14
ITEM 5 - OTHER INFORMATION 14
ITEM 6 - EXHIBITS AND RFPORTS ON FORM 8-K 14
<PAGE>
- 1 -
REGAL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
FOR THREE MONTHS ENDED MARCH 31, 1996 AND YEAR ENDED DECEMBER 31, 1995
(Amounts expressed in United States dollars)
(Amounts in thousands, except number of shares and per share data)
March December
31, 1996 31, 1995
--------- ---------
$'000 $'000
ASSETS
- ------
Current assets
Cash and cash equivalents 6,551 11
Restricted cash - 19
Note receivable 162 -
Accounts receivable, net 2,850 1,583
Inventories 2,090 2,460
Prepayments and other current assets 1,737 235
--------- ---------
Total current assets 13,390 4,308
--------- ---------
Property, plant and equipment, net 8,320 1,836
Long-term Investment 273 -
Note receivable 1,526 -
Intangibles 115 -
Goodwill, net 5,715 -
--------- ---------
Total assets 29,339 6,144
========= =========
LIABILITIES AND SHAREHOLDERS EQUITY
- -----------------------------------
Current liabilities
Short term bank loans 474 -
Long-term loans - current portion 1,578 288
Accounts payable 1,029 752
Accrued expenses
and other payables 3,039 595
Taxes other than income 243 -
Due to related parties - 577
--------- ---------
Total current liabilities 6,363 2,212
--------- ---------
The accompanying notes are an integral part of these financial statements.
<PAGE> -2-
REGAL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND YEAR ENDED DECEMBER 31, 1995
(continued)
(Amounts expressed in United States dollars)
(Amounts in thousands, except number of shares and per share data)
March December
31, 1996 31,1995
---------- ----------
$'000 $'000
Convertible note payable 13,500 -
Long-term loans 1,799 675
Due to China
Strategic Holdings Ltd. 2 -
Due to related parties - 619
Minority interests 4,964 -
Shareholder's equity:
Common stock 818 818
Additional paid-in capital 20,307 20,307
Dedicated capital 16 -
(Accumulated deficits)/
Retained Earnings (18,412) (18,487)
Exchange reserve/(deficit) (18) -
---------- ----------
Total shareholders'
equity 2,711 2,638
---------- ----------
Total liabilities and
shareholders' equity 29,339 6,144
========== ==========
The accompanying notes are an integral part of these financial statemments.
<PAGE> -3-
REGAL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND MARCH 31, 1995 (continued)
(Amounts expressed in United States dollars)
(Amounts in thousands, except number of shares and per share data)
Three months ended March 31,
----------------------------
1996 1995
---------- ----------
$'000 $'000
Sales 2,852 1,637
---------- ----------
Cost of goods sold 1,734 1,113
Selling and
administrative expense 562 631
Interest expenses/
(income), net 20 78
Other expenses/
(income), net 101 (18)
---------- ----------
Total costs and expenses 2,417 1,804
---------- ----------
Income before income tax:
From continuing operations 552 (167)
From discontinued operations (117) -
---------- ----------
435 (167)
Provision for income
tax 92 0
---------- ----------
Income before minority interest 343 (167)
Minority interest (252) -
---------- ----------
Net income 91 (167)
========== ==========
Weighted average common
shares outstanding 81,806,198 81,806,198
Net income (loss) per
common share 0.001 (0.002)
The accompanying notes are an integral part of these financial statements.
<PAGE> -4-
REGAL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Amounts expressed in United States dollars)
(Amounts in thousands, except number of shares and per share data)
Three months ended March 31,
----------------------------
1996 1995
---------- ----------
$'000 $'000
Cash flows from operating activities:
Net Income (loss): 91 (168)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operations:
Depreciation and amortization 124 83
Provision for losses on accounts receivable - 9
Loss on sale of subsidiary 21 -
Minority interest 252 -
(Increase) Decrease in assets
Accounts receivable (730) 90
Inventories (60) (142)
Prepayments and (268) (36)
other current assets
Increase (Decrease) in liabilities
Accounts payable (370) 1
Accrued interest and
other current liabilities 310 61
Tax payable 145 -
---------- ----------
Net cash used in operating activities (485) (102)
Cash flows from investing activities:
Proceeds from sale of fixed assets - -
Purchase of subsidiaries (net of cash and
cash equivalents acquired) 5,987 -
Disposal of subsidiaries (net of cash and cash
equivalents disposed of) 906 -
Capital expenditure (180) (54)
---------- ----------
Net cash provided by (used in) investing
activities 6,713 (54)
Cash flows from financing activities:
Loan from related parties 480 -
Proceeds from borrowing 927 109
Repayment of bank loans (1,080) (144)
---------- ----------
Net cash provided by (used in) financing
activities 327 (35)
---------- ----------
Net increase (decrease) in cash 6,555 (191)
Cash at beginning of the period 11 200
Effect on foreign exchange rate changes (15) -
---------- ----------
Cash at end of the period 6,551 9
========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE> -5-
REGAL INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
1. CONTINUING OPERATIONS AND BASIS OF PRESENTATION
-----------------------------------------------
The consolidated financial statements include the accounts of Regal
International, Inc. ("Regal") and its wholly-owned subsidiaries
(collectively, the "Company") which are Acewin Profits Limited ("Acewin"),
China Machine Holdings Limited ("CMH") and Wuxi CSI Vibration Isolator Co.,
Ltd. (the "Operating Subsidiary" or "Wuxi CSI"). All significant
intercompany balances and transactions are eliminated in consolidation.
The Company's consolidated financial statements have been prepared using
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the ordinary course
of business. The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets or liabilities that might be necessary should the Company be unable to
continue in existence.
On February 8, 1996, Regal acquired all the issued and outstanding shares of
Acewin, a British Virgin Islands corporation, from China Strategic Holdings
Limited, a Hong Kong company ("CSH"). Acewin's sole asset is a 100% interest
in CMH, which in turn, holds a 55% interest in Wuxi CSI. Regal paid $13.5
million for the shares of Acewin common stock. Such purchase price was paid
by delivery of a $13.5 million Convertible Note bearing interest at the rate
of nine percent (9%) per annum (the "Convertible Note").
The Convertible Note is payable interest only on an annual basis, with all
principal being due and payable on February 8, 1999. The principal and any
unpaid interest owing on the Convertible Note are convertible into shares of
Regal Common Stock at a conversion price of $0.0302 per share. The
Convertible Note, if exercised by CSH would give CSH a controlling interest
of more than 80% in Regal. This Convertible Note is secured by a pledge of
Regal's interest in the shares of the Company in favor of CSH.
Immediately following the acquisition of the shares of Acewin capital stock,
and as a condition thereto, Regal sold and transferred all the existing
operating assets and real property of Regal to a newly formed corporation,
Regal (New) International, Inc. ("New Regal") in exchange for $2.5 million
and New Regal's assumption of all outstanding liabilities of Regal, other
than the Convertible Note. New Regal is a wholly-owned subsidiary of
Harlequin Investment Holdings Limited ("Harlequin"). The $2.5 million
portion of the purchase price was paid as follows: $800,000 in cash and the
balance by delivery to Regal of two promissory notes, one in the
<PAGE> -6-
principal amount of $900,000 (the "$900,000 Note") and the second in the
principal amount of $800,000 (the "$800,000 Note"). The $900,000 Note bears
interest at 9% per annum and is payable in sixty (60) equal monthly
installments of principal and interest. The $800,000 Note bears no interest
and is due and payable in one installment on January 31, 2001. New Regal's
obligations under the $900,000 Note and the $800,000 Note are secured by a
pledge of all of the issued and outstanding shares of capital stock of New
Regal.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
a. Basis of Consolidation
----------------------
The consolidated financial statements include the financial statements of the
Company and its majority owned and controlled subsidiaries. All material
intercompany balances and transactions have been eliminated on consolidation.
b. Sales
-----
Sales represent the invoiced value of goods, net of sales taxes, supplied to
unrelated customers. Sales are recognized upon delivery and acceptance of
goods by the customers.
c. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents include cash on hand, demand deposits with banks
and liquid investments with an original maturity of three months or less.
d. Inventories
-----------
Inventories are stated at the lower of cost, on a first-in first-out basis,
or net realizable value. Costs of work-in-progress and finished goods
comprise direct materials, direct labor and an attributable portion of
production overheads.
e. Property, Plant and Equipment
-----------------------------
Property, plant and equipment are stated at cost less accumulated
depreciation. Depreciation of property, plant and equipment is computed
using the straight line method over the assets' estimated useful lives,
taking into account the estimated residual value of 10% of the cost of fixed
assets. The estimated useful lives are as follows:
Plant and office buildings 8 - 30 years
Machinery and equipment 3 - 20 years
<PAGE> -7-
Motor vehicles 2 - 10 years
Furniture, fixtures and office equipment 2 - 10 years
f. Foreign Currency Translation
----------------------------
The Operating Subsidiary maintains its books and records in Renminbi.
Foreign currency transactions are translated into Renminbi at the applicable
unified rates of exchange or the applicable rates of exchange quoted by the
applicable foreign exchange adjustment center ("swap center"), prevailing at
the dates of the transactions. Monetary assets and liabilities denominated
in foreign currencies are translated into Renminbi using the applicable
unified rates of exchange or the applicable swap center rates prevailing at
the balance sheet dates. The resulting exchange differences are included in
the determination of income.
On consolidation, the results of the overseas subsidiaries are translated
into United States dollars at the average rates of exchange for the period.
The assets and liabilities of the overseas subsidiaries are translated at the
rates ruling on the balance sheet date. Exchange differences arising on
consolidation are taken directly to reserves.
g. Dedicated Capital
-----------------
In accordance with the relevant laws and regulations for Sino-foreign equity
joint venture enterprises, the Operating Subsidiary maintains discretionary
dedicated capital, which includes a general reserve fund, an enterprise
expansion fund and a staff welfare and incentive bonus fund. The Board of
Directors of the Operating Subsidiary will determine on an annual basis the
amount of the annual appropriations to dedicated capital.
h. Long-term investment
--------------------
Long-term investment includes Chinese government bonds and unlisted
investments held for the long-term and are stated at cost less provision for
permanent diminution in value.
Income from investments is accounted for to the extent of dividends received
and receivable.
i. Taxation: Income Taxes
----------------------
The Company's subsidiary, Wuxi CSI, is subject to Chinese income taxes at the
applicable tax rate for Sino-foreign equity joint venture enterprises
(currently 27%) on the taxable income as reported in its statutory accounts
and adjusted for taxation in accordance with the relevant income tax laws
<PAGE> -8-
applicable to Sino-foreign equity joint venture enterprises. Pursuant to the
same income tax laws, Wuxi, with a joint venture term of not less than 10
years and engaged in production, will be fully exempt from the Chinese state
unified income tax of 24% for two years, starting from the first profit-
making year followed by a 50% reduction of the Chinese state unified income
tax for the next three years. Wuxi CSI will be fully exempt from the Chinese
local income tax of 3% for five years starting from the first profit-making
year.
Wuxi CSI has obtained approval from the Wuxi Tax Bureau to delay the
commencement of the tax holiday to January 1. 1994. Accordingly, from the
date of its incorporation to December 31, 1993, Wuxi CSI was subject to
Chinese state income tax at the rate of 24% plus Chinese local income tax at
3%.
The Company provides for deferred income taxes using the liability method, by
which deferred income taxes are recognized for all significant temporary
differences between the tax and financial statement basis of assets and
liabilities. The tax consequences of those differences are classified as
current or non-current based upon the classification of the related assets or
liabilities in the financial statements.
3. ACCOUNTS RECEIVABLE
-------------------
Accounts receivable consists of:
March 31, 1996 December 31, 1995
-------------- -----------------
USD'000 USD'000
Trade and other receivables 2,850 1,636
Less: Allowance for doubtful (-) (53)
accounts
-------------- -----------------
Accounts receivable, net 2,850 1,583
============== =================
4. INVENTORIES
-----------
March 31, 1996 December 31, 1995
-------------- -----------------
USD'000 USD'000
Raw materials 722 231
Work-in-progress 331 549
Finished goods 2,037 2,034
Less: Provision for obsolescence (-) (354)
-------------- -----------------
2,090 2,460
============== =================
<PAGE> -9-
5. PROPERTY, PLANT AND EQUIPMENT
-----------------------------
March 31, 1996 December 31, 1995
-------------- -----------------
USD'000 USD'000
Land - 101
Plant and office buildings 2,433 1,357
Machinery and equipment 4,414 7,798
Motor vehicles 336 -
Furniture, fixtures and office 605 810
equipment
Construction-in-progress 1,282 -
Less: Accumulated depreciation (750) (8,230)
-------------- -----------------
Net Book Value 8,320 1,836
============== =================
6. LONG-TERM INVESTMENT
--------------------
March 31, 1996 December 31, 1995
-------------- -----------------
USD'000 USD'000
Unlisted investments, at cost 250 -
Government debentures 23 -
-------------- -----------------
273 -
============== =================
7. INCOME TAXES
------------
The Company files a consolidated federal income tax return. At December 31,
1995 the Company had available unused operating loss carryforwards and tax
credit carryforwards that expire as follows:
Expiring Net Operating Percentage
December Loss Depletion Contribution Combined
31, Carryforward Carryforward Carryforward Carryforwards
- -------- -------------- ------------- ------------ -------------
US$ US$ US$ US$
1996 2,000 2,000
1997 12,000 12,000
1998 802,000 11,000 813,000
1999 3,671,000 8,000 3,679,000
2000 2,609,000 6,000 2,615,000
2001 6,392,000 4,000 6,396,000
2003 4,039,000 4,039,000
2004 2,423,000 2,423,000
2005 2,050,000 2,050,000
2006 3,430,000 3,430,000
2007 562,000 562,000
2009 413,000 413,000
-------------- ------------- ------------ -------------
TOTALS 26,391,000 41,000 2,000 26,434,000
============== ============= ============ =============
<PAGE> -10-
Research and Employee
Expiring Development Stock Investment Combined
December Tax Credit Ownership Tax Credit Tax Credit
31, Carryforwards Plan Tax Carryforwards Carryforwards
Credit
- -------- ------------- ---------- ------------ --------------
US$ US$ US$ US$
1996 3,000 179,000 182,000
1997 5,000 28,000 76,000 109,000
1998 8,000 13,000 99,000 120,000
1999 4,000 16,000 74,000 94,000
2000 - 16,000 - 16,000
2001 - 10,000 - 10,000
------------- ---------- ------------- --------------
TOTAL 20,000 83,000 428,000 531,000
============= ========== ============= ==============
The utilization of these credits and carryforwards is subject to certain
limitations imposed by the 1986 Tax Reform Act and is significantly
restricted by Section 382 of the Internal Revenue Code due to ownership
changes. The above amounts may be subject to separate return limitation
rules.
PRC income taxes were provided at a rate of 13.5% in respect of the income
earned by Wuxi CSI for the first three months in 1996.
<PAGE> -11-
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
Following the disposal of the oil exploration equipment supply operation and
the acquisition of the anti-vibration isolator factory in Wuxi early this
year, the Company's focus had been switched from the U.S. industrial product
market to the overseas market in China.
Purchase of the Wuxi plant effectively enlarged the Company's scale of
operation. For example, the consolidated total assets increased by more than
three times. More importantly, this strategic move provided the Company with
ample opportunities to benefit from the burgeoning Chinese economy.
Results of operation
Three months ended March 31,
----------------------------
1996 1995
---- ----
'000 '000
Sales 2,852 1,637
Cost of Sales 1,734 1,113
Gross Profit 1,118 524
Gross Profit Ratio 39.2% 32.0%
Selling, General and Administrative expenses 562 631
Financial expenses 20 78
Other expenses/(Income), Net 101 (18)
---------- ---------
Income before Taxes and Minority Interest 435 (167)
========== =========
Sales
- -----
Sales increased by $1,215,000 or 74.2% in the quarter ended March 31, 1996 as
compared with the quarter ended March 31, 1995. This was primarily
attributable to the enlarged scale of operations following the acquisition of
Wuxi CSI.
Gross Profit
- ------------
The Company made a gross profit of $l,118,000 in the first three months of
1996, representing a 1.1 times increase from the corresponding period last
year. The gross profit ratio also improved, rising from 32.0% in the first
quarter of 1995 to 39.2% in 1996. This increase reflects the total change in
the Company's operating activities subsequent to the restructure in February.
Manufacture of anti-vibration isolators in China at present
<PAGE> -12-
commands a higher gross margin than that of supplying oil exploration
equipment to the U.S. domestic market.
Selling, General and Administrative expenses
- --------------------------------------------
Selling, general, and administrative expenses for the first three months in
1996 decreased to $562,000 as compared to $631,000 for the same period last
year. As a percentage of sales, these expenses dropped to 19.7% from 38.5%
in 1995. Such drastic decrease in operating costs and cost ratio reflects
the difference in operating environments in the People's Republic of China as
compared to the United States. Acquisition of the Wuxi plant enabled the
Company to enjoy cost advantages such as lower labor costs and rents in
China.
Financial Expenses
- ------------------
Financial expenses decreased by 74.3% in the first quarter of 1996 as
compared with the same period of a year ago. Since the Wuxi plant was cash
rich and leveraged modestly, financial expenses were consequently low.
Consolidating Wuxi's result with that of the Company, therefore, did not
produce upward pressure on financial expenses. Apart form this, the $13.5
million convertible note issued to acquire the Wuxi plant is interest free
for six months from the date of issue. The Company, therefore, recorded
minimal financial expenses during the six month grace period.
Income Before Income Taxes and Minority Interests
- -------------------------------------------------
The spin-off of the oil exploration equipment supply operation, which was
operating at a loss, and acquiring the Wuxi plant early this year, resulted
in the Company producing a profit in the first quarter of 1996. Income
before taxes and minority interest in the first quarter improved from a
deficit of $167,000 in 1995 to an income of $435,000 in 1996.
Liquidity
During the quarter ended March 31, 1996, net cash used in operating
activities was approximately $485,000 as compared to $102,000 in the first
quarter of 1995. These funds were mainly used in increasing working capital,
where accounts receivable increased by $730,000 and accounts payable
decreased by $370,000. Cash provided by investing activities mainly came
from the acquisition of Wuxi CSI and disposal of operating assets to New
Regal, which generated net cash and cash equivalents of approximately
$5,987,000 and $906,000, respectively, into the Company. Cash provided by
financing activities was $327,000. This was primarily attributable to net
movement of loans during the period reflecting proceeds from new borrowing
and loans from related parties totaling $1,407,000, offset by loan repayments
of $1,080,000. As a result, the cash position of the Company was
substantially strengthened. Cash and cash equivalents increased to
$6,551,000 during the quarter.
<PAGE> -13-
Capital Resources
The Company's working capital mainly comes from operations. Short-term and
long-term bank loans at March 31, 1996 amounted to $474,000 and $3,377,000
respectively. All of these loans were unsecured.
Effects of Inflation
The general inflation rate in the PRC was approximately 13.2%, 21.7% and
14.8% per annum in 1993, 1994 and 1995. Short-term loans at March 31, 1995
were nil and long-term loans amounted to $963,000, respectively. Accordingly,
the Chinese government has taken steps to control inflation by means of
credit restrictions and an increase in interest rates which, in turn, may
lead to a slow down of the Chinese economy. However, it did not have any
significant adverse effect on the performance of the Company or operating
subsidiary. Wuxi CSI was able to control production costs by implementing
internal cost control measures.
Commitment for Capital Expenditure
As of December 31, 1995, the Company had outstanding capital commitments for
purchases of machinery and equipment of approximately $1,293,000. As of
December 31, 1995, the operating subsidiary, Wuxi CSI, had also entered into
a joint venture agreement with a German company for the formation of a joint
venture company in Wuxi City, Jiangsu Province in the PRC. Total capital
commitments as of March 25, 1996 (date of formation of the joint venture
company) amounted to US$1,960,000.
<page) -14-
PART II - OTHER INFORMATION
ITEM I - LEGAL PROCEEDINGS
NONE
ITEM 2 - CHANGES IN SECURITIES
On February 8, 1996, the Company issued a $13.5 million convertible
note (the "Note") as payment for the Company's acquisition of all of the
issued and outstanding shares of Acewin Profits Limited. The Note, if fully
converted to common stock by the holder thereof, would give it to a
controlling interest of more than 80% of the Company. See Note 1 to
Consolidated (Unaudited) Financial Statements and Report on Form 8-K dated as
of February 19, 1996.
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
Reports on Form 8-K. During the quarter ending March 31, 1996, the
Company filed one report on Form 8-K, reporting under Item 2, on or about
March 7, 1996.
<PAGE> -15-
SIGNATURES
Pursuant to the requirements Of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date:
REGAL INTERNATIONAL INC.
(Registrant)
/s/ Mico Chung
-------------------------
Mico Chung, President
/s/ Jim Pang
-------------------------
Jim Pang, Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 6551
<SECURITIES> 0
<RECEIVABLES> 2850
<ALLOWANCES> 0
<INVENTORY> 2090
<CURRENT-ASSETS> 13390
<PP&E> 8320
<DEPRECIATION> 0
<TOTAL-ASSETS> 29339
<CURRENT-LIABILITIES> 6363
<BONDS> 0
0
0
<COMMON> 818
<OTHER-SE> 1893
<TOTAL-LIABILITY-AND-EQUITY> 29339
<SALES> 2852
<TOTAL-REVENUES> 2852
<CGS> 1734
<TOTAL-COSTS> 2417
<OTHER-EXPENSES> 252
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20
<INCOME-PRETAX> 435
<INCOME-TAX> 343
<INCOME-CONTINUING> 552
<DISCONTINUED> (117)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 91
<EPS-PRIMARY> .001
<EPS-DILUTED> .001
</TABLE>
