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 July 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
July 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
July 31, 1999 July 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 shares authorized 818,589 818,589
of $0.10 par value, 8,185,885 shares issued
and outstanding
Additional paid-in capital (698,879) (698,879)
Deficit accumulated during the development (119,710) (119,710)
stage ----------- -----------
Total Stockholders' Equity (Deficit) 0 0
---- ----
TOTAL LIABILITIES AND STOCKHOLDERS' $ 0 $ 0
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 3-month Period
Ended
July 31, 1999 July 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 3-month Period
Ended
July 31, 1999 July 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 July 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 July 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 July 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.
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.
<TABLE>
<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 July 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
