SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended October 31, 1999
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 0-011013
COMSTOCK INDUSTRIES, INC.
--------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 75-2040527
---------- ---------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1470 Egret Road, Homestead, FL 33035
-------------------------------------------- --------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 305-470-9100
Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days:
YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
October 31, 1999, there were 8,185,885 shares of the Registrant's
$.10 par value common stock outstanding.
Transitional Small Business Disclosure Format (check one):
YES [ ] NO [X]
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheet
Statements of Operations
Statements of Cash Flows
Notes to Financial Statements
COMSTOCK INDUSTRIES, INC.
(A Development Stage Company)
Balance Sheet
<TABLE>
<S> <C> <C>
ASSETS
October October
31, 1999 31, 1998
------------- --------------
CURRENT ASSETS
Cash $ 0 $ 0
---- ----
Total Current Assets 0 0
---- ----
TOTAL ASSETS $ 0 $ 0
=== ===
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ 0 $ 0
---- ----
Total Current Liabilities 0 0
---- ----
Total Liabilities 0 0
---- ----
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 15,000,000 818,589 818,589
shares authorized
of $0.10 par value,
8,185,885 shares issued
and outstanding
Additional paid-in capital (698,879) (698,879)
Deficit accumulated during the (119,710) (119,710)
development stage ----------- -----------
Total Stockholders' Equity 0 0
(Deficit) ---- ----
TOTAL LIABILITIES AND $ 0 $ 0
STOCKHOLDERS' EQUITY === ===
</TABLE>
The accompanying notes are an integral part of these financial
statements
<PAGE>
COMSTOCK INDUSTRIES, INC.
(A Development Stage Company)
Statements of Operations
<TABLE>
<S> <C> <C>
For the 6-month Period
Ended
October 31, 1999 October 31, 1998
----------------- -----------------
REVENUES $ 0 $ 0
---- ----
EXPENSES
General and administrative expenses 0 0
---- ----
TOTAL OPERATING EXPENSES 0 0
---- ----
LOSS FROM DISCONTINUED OPERATIONS (Note 3) 0 0
---- ----
NET LOSS $ 0 $ 0
=== ===
BASIC NET LOSS PER SHARE $ 0 $ 0
OF COMMON STOCK === ===
BASIC WEIGHTED AVERAGE
NUMBER OF SHARES 8,185,885 8,815,885
OUTSTANDING ======== ========
</TABLE>
The accompanying notes are an integral part of these financial
statements
<PAGE>
COMSTOCK INDUSTRIES, INC.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<S> <C> <C>
For the 6-month Period
Ended
October 31, 1999 October 31, 1998
----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ 0 $ 0
---- ----
Adjustments to reconcile net loss to net cash 0 0
used by operating activities ---- ----
Increase in accounts payable 0 0
---- ----
Net Cash Used by Operating Activities 0 0
---- ----
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 0 0
---- ----
Contributed capital 0 0
---- ----
Net Cash Provided by Financing Activities 0 0
---- ----
NET INCREASE (DECREASE) IN CASH 0 0
---- ----
CASH AT BEGINNING OF PERIOD 0 0
---- ----
CASH AT END OF PERIOD $ 0 $ 0
=== ===
CASH PAID FOR:
Interest $ 0 $ 0
---- ----
Income Taxes $ 0 $ 0
---- ----
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
COMSTOCK INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
NOTE 1 - ORGANIZATION AND HISTORY
Comstock Industries, Inc. was organized under the
laws of the State of Nevada on April 3, 1928 as
Canadian Metals Syndicate, Inc. The name of the
Company was changed on August 17, 1983 to Comstock
Industries, Inc. Comstock Industries, Inc. is
considered a development stage company as defined
in SFAS No. 7.
a. Accounting Method
Comstock Industries, Inc.'s financial statements
are prepared using the accrual method of
accounting. Comstock Industries, Inc. has elected
an April 30 year end.
b. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid
investments with maturities of three months or less
at the time of acquisition.
c. Basic Loss Per Share
The computations of basic loss per share of common
stock are based on the weighted average number of
shares outstanding during the period of the
financial statements.
d. Estimates
The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial
statements and the reported amounts of revenues and
expenses during the reporting period. Actual
results could differ from those estimates.
<PAGE>
COMSTOCK INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
NOTE 2 - GOING CONCERN
Comstock Industries, Inc.'s financial statements
are prepared using generally accepted accounting
principles applicable to a going concern which
contemplates the realization of assets and
liquidation of liabilities in the normal course of
business. However, Comstock Industries, Inc. does
not have significant cash or other material assets,
nor does it have an established source of revenues
sufficient to cover its operating costs and to
allow it to continue as a going concern. It is the
intent of Comstock Industries, Inc. to seek a
merger with an existing, operating company. Until
that time, shareholders of Comstock Industries,
Inc. have committed to meeting its minimal
operating needs.
NOTE 3 - DISCONTINUED OPERATIONS
Comstock Industries, Inc. has been inactive since
1983. Therefore, all revenues generated by
Comstock Industries, Inc. have been netted against
the expenses and are grouped into the discontinued
operations line on the statement of operations.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
Special Note Regarding Forward-Looking Statements
Certain statements in this report and elsewhere (such as
in other filings by us with the Securities and Exchange
Commission ("SEC"), press releases, presentations by us or
our management and oral statements) may constitute
"forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Words
such as "expects", "anticipates", "intends", "plans",
"believes", "seeks", "estimates" and "should", and
variations of these words and similar expressions, are
intended to identify these forward-looking statements.
Our actual results could differ materially from those
anticipated in these forward-looking statements. Factors
that might cause or contribute to such differences
include, among others factors, competitive pressures, the
growth rate of industry and commerce, constantly changing
technology, and market acceptance of Comstock Industries,
Inc.'s products and services. We undertake no obligation
to publicly release the result of any revisions to these
forward-looking statements that we may make to reflect
events or circumstances after the date hereof or the
occurrence of unanticipated events.
Plan of Operation
Comstock Industries has not had any revenues from
operations during the 3-month period ended October 31,
1999. All of its activities during the 3-month period
ended July 31, 1999 were devoted to establishing a
business plan and conducting limited financing activities
to obtain working capital.
During the 3-month period ended October 31, 1999,
Comstock Industries generated no revenue and incurred no
expenses.
Comstock Industries will be required to raise
additional funds during the next 12 months to meet its
cash requirements.
Comstock Industries has not undertaken any product
research and development during the 3-month period ended
October 31, 1999.
Comstock Industries does not expect to purchase or
sell any plant or significant equipment.
Comstock Industries does not expect any significant
changes in its number of employees.
Year 2000
Overview.
Comstock Industries, Inc. has evaluated the
potential impact of the situation commonly referred to as
the "Year 2000 problem" or "Y2K problem". The Y2K problem
concerns the inability of information systems, primarily
computer software programs, to properly recognize and
process date sensitive information relating to the year
2000 and beyond. Many of the world's computer systems
currently record years in a two-digit format. These
computer systems will be unable to properly interpret
dates beyond the year 1999, which could lead to business
disruptions in the United States and internationally. The
potential costs and uncertainties associated with the Y2K
problem will depend on a number of factors, including
software, hardware and the nature of the industry in which
a company operates.
Equipment and Systems.
At this time, we do not own any assets with
embedded computer chips or programs, and we do not own or
operate any information systems which are the subject of
Y2K problem. Management believes that any assets with
embedded computer chips or programs or information systems
that we may acquire in the future will not be subject to
the Y2K problem because they will be Y2K compliant.
Therefore, we do not expect to experience any Y2K failures.
Other Entity Compliance.
Comstock Industries, Inc. does not engage in
electronic data interchange with any other entity.
Therefore, management believes it does not have any Y2K
exposure directly from other entities and their failure to
be Y2K compliant. However, in the event such other
entities experience Y2K failures, we may be affected by
such Y2K failures in ways that we are unable to predict
and that are not yet apparent to us.
Contingency Planning.
Management does not have a contingency plan in the
event a critical service, supplier or customer experiences
a Y2K failure. Management does not expect any such
failure to have a material impact on Comstock Industries,
Inc. because it is in the development stage and uses few
services and suppliers, and it has no customers. If
critical services such as utilities, communications or
banking are affected, the intended operations of Comstock
Industries, Inc. can be expected to be disrupted.
Cost of Y2K Compliance
Comstock Industries, Inc. has not spent any funds
on Y2K compliance, nor does it expect to have to spend any
material amount of funds on Y2K compliance in the future.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. None.
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 EVENTS. None.
ITEM 6. EXHIBITS, LISTS AND REPORTS ON FORM 8-K:
(a) Exhibits.
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<S> <C> <C>
Description Location
Exhibit
Number
27 Financial Data Schedule Filed Electronically Herewith
</TABLE>
(b) Reports on Form 8-K. No reports on Form 8-K were
filed during the quarter ended October 31, 1999.
SIGNATURES
In accordance with the requirements of Section 13
or 15(d) of the Securities and Exchange Act of 1934,
Comstock Industries, Inc. caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
COMSTOCK INDUSTRIES, INC.
By: /s/ J. Antonio Martinez
J. Antonio Martinez, President
August 11, 2000
