<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1996 Commission File Number 2-94117-D
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MICROTECH MEDICAL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
COLORADO 84-0867911
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
401 Laredo Street, Unit I, Aurora, Colorado 80011
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (303) 363-0007
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_______________________________________________________________________
(Former name, former address and former fiscal year, if changed since
last report.)
Indicate by check whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) Yes ______
of the Securities Exchange Act of 1934 during the pre-
ceding 12 months (or for such shorter period that the No X
registrant was required to file such reports), and (2) ------
has been subject to such filing requirements for the
past 90 days.
Indicate the number of shares outstanding of each of
the issuer's classes of common stock, as of the latest
practicable date.
Number of shares outstanding
Class at May 3, 1996
- ----------------------------------- ----------------------------
Common stock, $.0005 par value 66,580,900 shares
Page 1 of 8<PAGE>
FORM 10-Q
1st QUARTER
INDEX
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PAGE
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements *
Balance Sheets - March 31, 1996 (Unaudited) and 3
December 31, 1995
Statements of Operations - Three months ended 4
March 31, 1996 and 1995 (Unaudited)
Statement of Cash Flows - Three months ended 5
March 31, 1996 and 1995 (Unaudited)
Notes to Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis (Unaudited) 7
PART II - OTHER INFORMATION
Items 1 through 6. 7
SIGNATURES 8
* THE ACCOMPANYING FINANCIAL STATEMENTS ARE NOT
COVERED BY AN INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT'S REPORT.
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MICROTECH MEDICAL SYSTEMS, INC.
BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
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ASSETS
------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 515,608 $ 506,519
Certificates of deposit 155,724 104,065
Accounts receivable, net of allowance of $12,000 108,576 116,274
Inventory 55,431 56,631
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Total current assets 835,339 783,489
EQUIPMENT, AT COST 184,406 184,406
Less accumulated depreciation and amortization (156,012) (153,486)
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28,395 30,920
OTHER ASSETS:
Deferred taxes 61,000 69,000
Other 500 500
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61,500 69,500
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TOTAL ASSETS $ 925,233 $ 883,909
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LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 21,670 $ 39,424
Income tax payable 28,981 38,246
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Total current liabilities 50,651 77,670
STOCKHOLDERS' EQUITY:
Common stock, $.0005 par value; 200,000,000 shares authorized,
66,580,900 and 59,080,900 shares issued and outstanding 33,290 29,540
Additional paid-in-capital 1,023,356 1,010,605
Accumulated deficit (182,064) (233,906)
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Total stockholders' equity 874,582 806,239
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 925,233 $ 883,909
=========== ===========
</TABLE>
See accompanying notes to these financial statements
<PAGE>
MICROTECH MEDICAL SYSTEMS, INC.
STATEMENTS OF OPERATIONS
FOR THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------------
1996 1995
------------ ------------
<S> <C> <C>
NET SALES $ 108,499 $ 123,790
Less cost of goods sold (57,887) (52,416)
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GROSS PROFIT 50,612 71,374
OPERATING EXPENSES 18,297 25,471
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INCOME FROM OPERATIONS 32,315 45,902
OTHER INCOME (EXPENSE):
Interest income 6,506 4,828
Unauthorized transactions (recoveries) (Note 3) 33,091 -
Other, net 1,930 1,236
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INCOME (LOSS) BEFORE INCOME TAXES 73,842 51,967
PROVISION FOR INCOME TAXES
Current expense (14,000) (21,000)
Deferred benefit (8,000) -
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(22,000) (21,000)
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NET INCOME $ 51,842 $ 30,967
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NET INCOME PER SHARE $ <F1> $ <F1>
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 69,784,233 68,940,900
=========== ===========
____________________
<FN>
<F1> Less than $.01 per share
</TABLE>
See accompanying notes to these financial statements
<PAGE>
MICROTECH MEDICAL SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
FOR THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------------
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 51,842 $ 30,967
Adjustments to reconcile net income to net cash from operating
activities:
Depreciation 2,526 1,629
Unauthorized transaction (recoveries) (33,091) -
Deferred income taxes 8,000 -
Changes in operating assets and liabilities:
Accounts receivable 7,698 (3,859)
Inventory 1,200 54
Other assets (1,659) 1,667
Accounts payable - trade (17,754) (7,434)
Income tax payable (9,265) (15,000)
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Net cash provided by operating activities 9,497 8,024
CASH FLOWS FROM INVESTING ACTIVITIES:
Repayments, former president 33,091 -
Stock options exercised 16,501
Purchase of certificates of deposit (50,000) -
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Net cash used in investing activities (408) -
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INCREASE IN CASH AND CASH EQUIVALENTS 9,089 8,024
CASH AND CASH EQUIVALENTS, beginning of period 506,519 509,400
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CASH AND CASH EQUIVALENTS, end of period $ 515,608 $ 517,424
=========== ===========
</TABLE>
See accompanying notes to these financial statements
<PAGE>
MICROTECH MEDICAL SYSTEMS, INC.
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NOTES TO FINANCIAL STATEMENTS
-----------------------------
(UNAUDITED)
1. GENERAL:
-------
Microtech Medical Systems, Inc. (the Company) has elected to omit
substantially all other notes to the financial statements. These
interim financial statements should be read in conjunction with
the Company's annual report and report Form 10-KSB for the year
ended December 31, 1995.
2. UNAUDITED INFORMATION:
---------------------
The information furnished herein was taken from the books and
records of the Company without audit. However, such information
reflects all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary
to reflect properly results of interim periods presented. The
results of operations for the periods presented are not
necessarily indicative of the results to be expected for the
year.
3. RECEIVABLE, FORMER PRESIDENT:
----------------------------
The Company's former president was involved in various
unauthorized transactions. These transactions totaled
approximately $380,000. All amounts have been expensed in
operations in the year incurred, net of recovery by the Company.
The Company has entered into an agreement with the former
president, which was finalized in August 1995. The agreement
calls for the repayment of approximately $423,000, which includes
accrued interest through February 1995 and is collateralized by
his shares of the Company's common stock and stock options,
investments in the above mentioned companies, and his personal
residence. The agreement provides for defined repayment terms
and bears interest.
4. STOCKHOLDERS EQUITY:
-------------------
In February 1996 the Board of Directors granted 3,000,000 options
to the Company's two board members. The options are exercisable
at $.02 per share for five years.
-6-<PAGE>
MICROTECH MEDICAL SYSTEMS, INC.
------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(UNAUDITED)
FINANCIAL CONDITION
- -------------------
As of March 31, 1996, the Company's working capital was $785,000,
an increase of approximately $ 79,000 from December 31, 1995.
The increase is primarily attributable to net income from
operations for the quarter. Inventories remained constant.
RESULTS OF OPERATIONS
- ---------------------
Net income for the quarter ended March 31, 1996, before income
taxes, was $ 73,842, compared to $51,967 for the quarter ended
March 31, 1995. The increase is attributed to a repayment of
unauthorized advances by the former president, which is included
in other income.
PART II - OTHER INFORMATION
- ---------------------------
Item 1 Through 6(a) - No response required.
Item 6(b). No reports were filed on Form 8-K during the
quarter ended March 31, 1996.
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SIGNATURE
Pursuant to the requirements of The Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
MICROTECH MEDICAL SYSTEMS, INC.
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(Registrant)
DATE: 5/8/96 By: Charles L. Diehl
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Charles L. Diehl, President pro tempore
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DATE: 5/8/96 By: J. Kenneth McClatchy
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J. Kenneth McClatchy, Secretary
-8-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 515,608
<SECURITIES> 155,724
<RECEIVABLES> 120,576
<ALLOWANCES> (12,000)
<INVENTORY> 55,431
<CURRENT-ASSETS> 835,339
<PP&E> 184,406
<DEPRECIATION> (156,012)
<TOTAL-ASSETS> 925,233
<CURRENT-LIABILITIES> 50,651
<BONDS> 0
<COMMON> 33,290
0
0
<OTHER-SE> 1,023,356
<TOTAL-LIABILITY-AND-EQUITY> 925,233
<SALES> 108,499
<TOTAL-REVENUES> (57,887)
<CGS> (57,887)
<TOTAL-COSTS> 59,824
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 73,842
<INCOME-TAX> (22,000)
<INCOME-CONTINUING> 92,348
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 51,842
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>