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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
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: 0-11586
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Pennsylvania 23-0350710
- --------------------- --------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
</TABLE>
260 New York Drive
Fort Washington, Pennsylvania 19034
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(Address of principal executive offices) (Zip Code)
(215) 646-7100
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(Registrant's telephone number including area code)
N/A
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(Former name, former address and former fiscal year, 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.
_X__ Yes ___ No
Indicate the number of shares outstanding of each of the issuers
shares of common stock, as of the latest practicable date: As
of March 31st 1996, there were outstanding 12,760,140 shares of
the Registrant's Common Stock, $.005 par value.
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INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
INDEX
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<CAPTION>
Page
Number
PART I FINANCIAL INFORMATION
<S> <C>
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets:
March 31, 1998 and December 31, 1997 3
Consolidated Statements of Loss:
Three Months Ended March 31,1998 and 1997 4
Consolidated Statements of Accumulated Deficit:
Three Months Ended March 31,1998 and 1997 5
Consolidated Statements of Cash Flows:
Three Months Ended March 31,1998 and 1997 6
Note to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 6. Exhibits and Reports on Form 8-K 8
Signatures 9
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INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
CONSOLIDATED BALANCE SHEETS
Assets
<TABLE>
<CAPTION>
Unaudited
March 31 DECEMBER 31
1998 1997
<S> <C> <C>
Current assets
Cash $ 19,622 $ 5,837
Note Receivable 37,000 37,000
Advances to affiliate 62,450 62,450
Other receivables 1,169 440
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Total assets $ 120,241 $ 105,727
Liabilities and Shareholders' Deficit
Current liabilities
Accrued payroll and rent, officer 389,690 $ 378,744
Accounts payable and accrued expenses 60,326 60,326
Due to affiliate 135,393 116,606
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Total current liabilities 585,409 555,676
Shareholders' deficit
Common stock - $.005 par value,
50,000,000 shares authorized
12,760,140 shares issued and
outstanding 63,801 63,801
Capital in excess of par value 1,072,812 1,072,812
Accumulated deficit ( 1,601,781) (1,586,562)
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Total shareholders' deficit ( 465,168) ( 449,949)
----------- ----------
Total liabilities and
shareholders' deficit $ 120,241 $ 105,727
</TABLE>
The accompanying note is an integral part of these financial
statements.
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INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF LOSS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
March 31 ,
1998 1997
<S> <C> <C>
General and administrative expenses $15,602 $15,550
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Other income
Gain on sale of securities 0 0
Interest income 382 383
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Total investment and other income 382 383
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Net loss $(15,220) ($15,167)
-------- --------
Loss per common share outstanding ($.001) ($.001)
</TABLE>
The accompanying note is an integral part of these financial
statements.
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INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF ACCUMULATED DEFICIT
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1998 1997
<S> <C> <C>
BALANCE - BEGINNING OF THE PERIOD ($1,586,561) ($1,503,438)
NET (LOSS) GAIN FOR THE PERIOD ( 15,220) ( 15,167)
BALANCE - END OF THE PERIOD ($1,601,781) ($1,518,605)
</TABLE>
The accompanying note is an integral part of these financial
statements.
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INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1998 1997
<S> <C> <C>
Cash flows from operating activities
Net income (loss) ($ 15,220) ($ 15,167)
Adjustments to reconcile net loss
to net cash used in
operating activities
Changes in operating assets and
liabilities
Accounts Receivable ( 728) 0
Accrued payroll and rent, officer 10,946 10,945
-------- ------
Total adjustments 10,218 10,945
Net cash provided by (used in)
operating activities ( 5,002) ( 4,222)
-------- --------
Cash flows from investing activities
Advances from affiliates 18,787 115,898
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Net cash provided by investing
activities 18,787 115,898
-------- --------
Net increase (decrease) in cash 13,785 111,676
Cash beginning 5,837 7,138
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Cash ending $ 19,622 $ 118,814
</TABLE>
The accompanying note is an integral part of these financial
statements.
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INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1998
Note 1 - The unaudited financial statements presented herein
have been prepared in accordance with the instructions
to Form 10-QSB and do not include all of the
information and note disclosures required by generally
accepted accounting principles. These statements
should be read in conjunction with he financial
statements and notes thereto included in the Company's
Form 10-K annual report for the year ended December 31,
1997. In the opinion of management, these financial
statements include all adjustments, consisting only of
normal recurring adjustments, necessary to summarize
fairly the Company's financial position and results of
operations. The results of operations for the
three-month period ended March 31, 1998 may not be
indicative of the results that may be expected for the
year ending December 31, 1998.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
PLAN OF OPERATIONS
At December 31, 1997, International Management & Research
Corporation ("IMRC") through its wholly owned subsidiary IMRC
Holdings Inc. (IMRCH) owned 110,138,930 shares or 35.76% of
Biosonics, Inc. common stock. As of December 31, 1996, IMRCH
owned 38.26% of Biosonics, Inc. common stock. At December 31,
1995 and 1994, IMRC owned in excess of 50% of Biosonics common
stock, accordingly, Biosonics' financial statements were included
in the consolidated financial statements of IMRC. After
Biosonics, in 1996, increased its authorized shares and issued
new shares to numerous individuals, primarily in exchange for
debt, and from the conversion of preferred stock, IMRCH's
ownership of common stock of Biosonics decreased to less than
50%. Accordingly IMRC is no longer able to consolidate with
Biosonics' financial statements. Currently, IMRC's only business
is the ownership of the stock of Biosonics through IMRCH. IMRC
may pursue the acquisition of operating companies. However, IMRC
has an agreement with Biosonics in which Biosonics has the right
of first refusal for any proposal in the health care industry.
IMRC has not actively traded in the last several months. IMRC,
when traded, is over-the-counter on the NASD Bulletin Board.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company had no operating activities except for certain
services provided in connection with IMRCH's holding of
Biosonics' common stock.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
*3.1 Articles of Incorporation (Exhibit to Registrant's
Registration Statement on Form 10 ["Form 10"]).
*3.5 By-laws of Registrant, as amended. (Exhibit to
Registrant's Form 10)
27. Financial Data Schedule
(b) Reports on Form 8-K:
The Registrant did not file any reports on Form 8-K during the
quarter ended March 31, 1998.
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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 thereunder duly authorized.
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
Date: May 15, 1998 By: /s/Jack Paller
Jack Paller, President, Chairman
(Principal Executive Officer),
Principal Financial Officer and
Principal Accounting Officer and
Sole Director
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<ARTICLE> 5
<CIK> 0000740892
<NAME> INTERNATIONAL MANAGEMENT & RESEARCH CORP
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-03-1998
<EXCHANGE-RATE> 1
<CASH> 19,622
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<RECEIVABLES> 100,619
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<CURRENT-LIABILITIES> 585,409
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0
0
<COMMON> 63,801
<OTHER-SE> (1,601,781)
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