U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1996
[ ] 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 (I.R.S. Employer ident-
of incorporation or organization) ification 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 changed since last report)
Check whether issuer: (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
twelve months (or for such shorter period of time that Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past ninety days.
(1) Yes X No _____
---
(2) Yes X No _____
---
Cover page continued on next page
<PAGE>
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 a 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 March 31, 1996 there were outstanding 3,364,674 shares of the Registrant's
common stock.
Transitional Small Business Disclosure Format (check one):
Yes No X
CELCOR, INC.
BALANCE SHEETS
ASSETS June 30, 1995* Mar. 31, 1996
------ -------------- -------------
(unaudited)
Current assets:
Cash $ 12,037 $ 5,012
--------- ---------
Total current assets 12,037 5,012
--------- ---------
Note receivable 700,000 638,000
--------- ---------
Total assets $ 712,037 $ 643,012
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 20,369 $ 63,545
Accrued expenses and other
current liabilities 6,614 6,614
--------- ---------
Total current liabilities 26,983 70,160
--------- ---------
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) (250,313)
Treasury stock (150,220 shs) (751,100) (751,100)
--------- ----------
Total stockholders' equity 685,054 572,852
--------- ----------
$ 712,037 $ 643,012
========== ==========
*Derived from audited financial statements
See Notes to the Financial Statements
CELCOR, INC.
STATEMENT OF OPERATIONS
(Unaudited)
Three mos. ended Nine mos. ended
March 31, March 31,
1995 1996 1995 1996
---- ---- ---- ----
Revenues $ - $ - $ - $ -
---------- ----------- -------- --------
General and admin-
istrative expenses 11,253 41,052 45,771 112,201
Gain on sale of assets - - (5,250) -
------------ ---------- --------
Income (loss) (11,253) (41,052) (40,521) (112,201)
Income (loss) per
common share: $ $ (.01) $ (.O1) $ (.03)
<PAGE>
- -------------------------------------------------------------------------------
CELCOR, INC.
- -------------------------------------------------------------------------------
STATEMENT OF CASH FLOWS
(unaudited)
Nine months ended
March 31,
1995 1996
____ ____
Cash flows from operating activities:
Net loss $ (40,521) $ (112,201)
-------- ---------
Change in assets and liabilities:
Increase (decrease) in accounts
payable 866 43,176
Increase (decrease) in other current
liabilities 1,075 -
-------- --------
Net cash provided (used) by operations (38,580) (69,025)
-------- --------
Cash flows from investing activities:
Issuance of note receivable (700,000) -
Repayments on note receivable 62,000
-------- --------
Net cash from investing activities (700,000) 62,000
-------- --------
Net increase (decrease) in cash (738,580) (7,025)
Cash at beginning of period 769,284 12,037
--------- ---------
Cash at end of period $ 30,704 $ 5,012
========= =========
<PAGE>
CELCOR, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1996
(unaudited)
NOTE 1 - Financial Statements
The balance sheets and statements of operations for all periods reported herein
and the statements of cash flows for all periods reported herein have been
prepared by Celcor, Inc. ("the Company") without audit. In the opinion of
management, all adjustments necessary to present fairly the financial position,
results of operations and cash flows at March 31, 1996 (and for all periods
presented) have been made. The Company's 1O-KSB annual report for its last
fiscal year ended June 30, 1995 should be read in conjunction with this
report.
NOTE 2 Loss per Common Share
The weighted average number of common shares outstanding used in computing net
loss per common share for the periods presented herein is as follows:
For the three and nine
month periods ending Mar. 31,
1995 1996
____ ____
Weighted average shares out-
standing during the period 3,364,674 3,364,674
NOTE 3 - Potential Merger and Notes Receivable
On August 15, 1994, the Company signed a letter of intent to acquire Northeast
(USA) Corp. ("Northeast"), and on March 15, 1995 executed an Agreement and Plan
of Merger with Northeast. The transaction was subject, among other conditions,
to completion of a due diligence examination, and shareholder approval.
Northeast shareholders would receive 1,750,000 shares of the Company's common
stock for all of the issued and outstanding shares of Northeast. Northeast is a
a manufacturer and distributor of various vitamin and body care products with
operations in the People's Republic of China and the United States.
On August 9, 1994, the Company loaned $700,000 to Northeast. This loan,
evidenced by a promissory note, does not bear interest until the original
maturity date, November 30, 1994, at which time interest would have accrued at
15% per annum. The maturity date of the loan has been extended indefinitely by
the Company as the Company's proposed merger with Northeast approaches
consummation (see below). As of March 31, 1996, Northeast had repaid a total of
$62,000 on the loan to provide working capital to the Company. Concurrent to the
note, Northeast's shareholders pledged all existing shares of their common stock
as collateral.
At a stockholders meeting held January 25, 1996, the Company's stockholders
approved the merger with Northeast. The Company is now proceeding with necessary
legal filings to effectuate the merger. The Company intends to change its name
to Northeast (USA) Corp. upon finalization of the merger.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
1995 and 1996 periods compared
In the 1995 and 1996 periods, the Company had no ongoing operations and
maintained its corporate existence (regulatory and tax filings, stock transfer
costs etc.) with minimal administrative expenditures. However, in both periods
the Company incurred legal and administrative costs in conjunction with its
anticipated merger with Northeast (USA) Corp. ("Northeast") (See note 3 to the
Financial Statements). Not taking into consideration the fact that the loss for
the nine month period ending March 31, 1995 was lessened by a $5,250 gain on the
sale of an asset, the loss for the nine month period ending March 31, 1996
period was approximately $66,000 more due to increased expenditures necessary
for its proxy solicitation and merger consummation. This was especially
prevalent during the three month period ended March 31, 1996 as compared to the
same 1995 period.
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 have been
sufficient to fund current minimal administrative expenses. In order for the
Company to actively pursue its business plans in seeking opportunities such as
mergers, acquisitions or joint ventures, more substantial permanent financing
was required. As such, the Company was able, during the 1994 fiscal year, to
secure $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 to 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 once the merger with Northeast is consummated (Celcor stockholders
have approved the merger), 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.
Additional capital in the short term is required for the Company
to continue to operate. The Company's recent short term capital needs have
been satisfied by the receipt of $62,000 from Northeast as partial payment
on the Note. However, as Northeast's cash resources are limited, Northeast
will not be able to provide any further significant amounts of 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 foreign and domestic investment sources. The Company has current
plans to sell up to 2 million shares of its Common Stock (together with warrants
to purchase an additional 1 million 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.
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - none
(b) Reports on Form 8-K - none
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 thereunto duly authorized.
Dated: May 1, 1996 CELCOR, INC.
/s/ Stephen E. Roman, Jr.
___________________________
Stephen E. Roman, Jr.
Vice President
Chief Financial Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000745651
<NAME> CELCOR, INC.
<MULTIPLIER> 1
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 5,012
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,012
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 643,012
<CURRENT-LIABILITIES> 70,160
<BONDS> 0
0
275
<COMMON> 3,515
<OTHER-SE> 569,062
<TOTAL-LIABILITY-AND-EQUITY> 643,012
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 112,201
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (112,201)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
