U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(As amended December 14, 1995)
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1995
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ______ to ________
Commission file number 0-13337
CELCOR, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 22-2497491
(State or other jurisdiction of (I.R.S. Employer identification
incorporation or organization) number)
1800 Bloomsbury Ave., Ocean, N.J. 07712
(Address of principal executive offices)
908-922-3158
(Issuer's telephone number including area code)
(Former name, former address and former fiscal year, if change since last
report)
Check whether issuer: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past twelve 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
ninety days.
Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by the court.
Yes [X] No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the last practicable date:
As of September 30, 1995 there were outstanding 3,364,674 shares of the
Registrant's common stock.
CELCOR, INC.
BALANCE SHEET
(unaudited)
ASSETS June 30, 1995 Sept. 30, 1995
Current assets:
Cash $ 12,037 $ 836
______ ___
Total current assets 12,037 836
Note receivable 700,000 700,000
_______ _______
Total assets $ 712,037 $ 700,836
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 20,369 $ 32,339
Accrued expenses and other
current liabilities 6,614 10,614
______ _______
Total current liabilities 26,983 42,953
Stockholders' equity:
Preferred Stock - 8% convertible
Series C - 275,000 shares
issued and outstanding 275 275
Common Stock, $.001 par value;
3,514,894 shares issued 3,515 3,515
Additional paid in capital 1,570,475 1,570,475
Accumulated deficit ( 138,111) ( 165,282)
Treasury stock (150,220 shs) ( 751,100) (751,100)
_________ ________
Total stockholders' equity 685,054 657,883
$ 712,037 $ 700,836
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of operations
1994 and 1995 periods compared
In the 1994 and 1995 periods, the Company had no ongoing operations
and maintained its corporate existence (regulatory and tax filings, stock
transfer costs, etc.) with minimal administrative expenditures and the
incurrence of legal and administrative costs in connection with its
anticipated merger with Northeast (USA) Corp. ("Northeast") (See note 3
to the Financial Statements). Not taking into consideration the fact that
the 1994 loss was lessened by a $5,250 gain on the sale of an asset, the
1995 period loss was approximately $10,000 more due to increased
expenditures necessary in conjunction with the preparation of a proxy
statement with respect to the anticipated merger with Northeast.
Financial condition and liquidity
Since its emergence from Chapter 11 bankruptcy at the beginning of
its 1993 fiscal year, the Company has had no operations or business.
Subsequent to its reorganization the Company had virtually no assets or
liabilities and its need for working capital has been minimal. The Company
was able to secure $40,000 in loans from a non-affiliated private investor
which was sufficient to fund the Company's minimal administrative expenses.
In order for the Company to actively pursue its business plans in seeking
new business opportunities, such as mergers, acquisitions or joint
ventures, more substantial permanent financing was required. In fiscal
1994, the Company was able to obtain $780,000 in equity capital through the
private placement of Convertible Preferred Stock. The holder of the
$40,000 loan payable by the Company converted the loan and interest payable
thereon to shares of the Preferred issue, making the total Preferred
issuance $825,000. After the conclusion of the offering of the Series C
Preferred Stock, $700,000 of the proceeds was loaned to Northeast in
anticipation of the merger (see Note 3 to the Financial Statements). The
Company believes that if the merger with Northeast is consummated, the
Company will require significant additional capital to fund its obligations
under a joint venture agreement with Northeast General Pharmaceutical
Factory, to pay ongoing operating expenses and to support the Company's
working capital needs. Alternatively, should the merger with Northeast not
be consummated, the Company may be unable to recover the loan balance in
cash from Northeast and would be illiquid. While the Company believes that
the value inherent in the stock of Northeast (which the Company holds as
collateral against the loan) would be adequate for the ultimate recovery
(in future years) of the loan balance, additional capital in the short term
would be required for the Company to operate in any capacity. The
Company's short term cash requirements occurring after September 30, 1995,
have been satisfied by the receipt of $20,000 from Northeast as partial
payment on the Note. However, as Northeast's cash resources are limited,
it is uncertain as to how long Northeast could continue to provide working
capital to the Company in the form of partial Note repayments.
In anticipation of the Merger with Northeast, the Company
intends to raise additional capital to fund the continuing operations of
the combined entity through one or more private placements of debt and
equity securities, utilizing both domestic and foreign investment sources.
Should the Merger not be consummated, the Company does not believe it will
have any ability to raise additional capital. The Company has current
plans to sell up to 2,000,000 shares of its Common Stock (together with
warrants to purchase an additional 1,000,000 shares) in a private offering.
It is anticipated that offers will be made primarily to non U.S. persons in
compliance with Regulation S, adopted pursuant to the Securities Act of
1933, as amended. No commitments to purchase any such shares have been
received and there can be no assurances that any such offering will be
successful, or will proceed in the manner presently contemplated.
Because of the above mentioned liquidity concerns, the Company's
independent accountants, in their report for the fiscal year ended June 30,
1995, have issued an explanatory paragraph regarding the Company's ability
to carry out its business plans.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amended Report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: December 14, 1995 CELCOR, INC.
Stephen E. Roman, Jr.
President
