SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 2054
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1997 Commission File Number 2-94117-D
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ECLIPSE CORPORATION
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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 No.)
incorporation or organization)
2 North Cascade Avenue, Suite 330, Colorado Springs, Colorado 80903
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (719) 520-1800
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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 _X_
of the Securities Exchange Act of 1934 during the pre-
ceding 12 months (or for such shorter period that the No ___
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 7, 1997
----- --------------
Common stock, $.0005 par value 87,330,900 shares
<PAGE>
FORM 10-Q
3rd QUARTER
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements *
Balance Sheets - March 31, 1997 (Unaudited) 3
Statements of Operations - Three months ended
March 31, 1997 and March 31, 1996 (Unaudited) 5
Statement of Cash Flows - three months ended
March 31, 1997 and March 31, 1996 (Unaudited) 6
Notes to Financial Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis (Unaudited) 8
PART II - OTHER INFORMATION
Items 1 through 6. 8
SIGNATURES 10
* The accompanying financial statements are not
covered by an independent certified public
accountant's report.
<PAGE>
ECLIPSE CORPORATION
<TABLE>
<CAPTION>
Condensed Balance Sheet
March 31, 1997
(Unaudited)
ASSETS
<S> <C>
CURRENT ASSETS
Cash and cash equivalents $ -
Restricted cash 52,942
Receivables:
Trade, net of allowance of $5,080 41,058
Notes, related parties 204,067
Employee 4,750
Accrued Interest 13,793
Inventory, at cost 2,105,620
Prepaid expenses 99,207
------
TOTAL CURRENT ASSETS $2,521,437
NOTES RECEIVABLE 661,915
PROPERTY AND EQUIPMENT, less accumulated depreciation of
$2,761 141,747
OTHER ASSETS
Deferred charges, less accumulated amortization of 11,000
$2,200
Other 1,476
-----
$3,337,575
==========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
ECLIPSE CORPORATION
<TABLE>
<CAPTION>
Condensed Balance Sheet, Concluded
March 31, 1997
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C>
CURRENT LIABILITIES
Accounts payable $ 341,532
Accrued expenses 3,352
Flooring lines 1,156,105
Notes payable 528,793
Deferred revenue 131,328
Other current liabilities - Related parties 93,586
Customer deposits 9,394
-----
TOTAL CURRENT LIABILITIES $ 2,264,090
COMMITMENTS -
SHAREHOLDERS' EQUITY
Preferred stock, $.0005 par value, 500,000 shares
authorized, -
-0- issued and outstanding
Common stock, $.0005 par value, 200,000,000 shares
authorized, 37,578
87,330,900 issued and outstanding
Additional paid-in capital 1,184,978
Retained earnings 11,522
Current earnings (loss) (160,593)
--------
TOTAL SHAREHOLDERS' EQUITY 1,073,485
---------
$ 3,337,575
============
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
ECLIPSE CORPORATION
<TABLE>
<CAPTION>
Condensed Statements of Operations
For the Three Months Ended
March 31,
---------
1997 1996
---- ----
<S> <C> <C>
NET SALES ......................................... $ 143,568 --
COST OF SALES ..................................... 116,744 --
--------- ---------
GROSS PROFIT ...... 26,824 --
OPERATING EXPENSES
Management fees, related parties ............... 103,000 --
Selling, general and administrative ............ 86,847 --
------ ---------
189,847 --
-------- ---------
INCOME (LOSS) FROM OPERATIONS ...... (163,023) --
OTHER INCOME (EXPENSE)
Interest and dividend income ................... 27,174 --
Interest expense ............................... (23,868) --
Other income (expense), net .................... (876)
------- ---------
TOTAL OTHER INCOME (EXPENSE) ...... 2,430 --
INCOME (LOSS) BEFORE INCOME TAXES ................. (160,593) --
INCOME TAX (EXPENSE) BENEFIT -- --
--------- ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS .......... (160,593) --
DISCONTINUED OPERATIONS
Net income from medical product
development operations, net of $22,000
in income taxes .............................. -- 51,842
------- ------
NET INCOME ...... $ (160,593) $ 51,842
========= =========
NET INCOME (LOSS) PER SHARE,
CONTINUING OPERATIONS $ * $ *
===== =====
NET INCOME (LOSS) PER SHARE $ * $ *
===== =====
WEIGHTED AVERAGE SHARES OUTSTANDING 87,330,900 69,784,233
========== ==========
<FN>
* Less than $.01 per share.
</FN>
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
ECLIPSE CORPORATION
<TABLE>
<CAPTION>
Condensed Statements of Cash Flows
for Three Months Ended March 31, 1997 and 1996
March 31,
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES ............. $ (22,355) $ 9,497
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Repayments, former president .................. -- 33,091
Repayments, notes receivable - net ............ 20,000 --
Purchase certificate of deposit ............... -- (50,000)
Stock options exercised ....................... -- 16,501
Land for resale ............................... -- --
Capital expenditures .......................... (600) --
---- -------
Net cash provided by (used in) ....... 19,400 (408)
investing activities
CASH FLOWS FROM FINANCING ACTIVITIES -- --
--------- ---------
Net increase (decrease) .................... (2,955) 9,089
CASH AT BEGINNING OF PERIOD ...................... 55,897 506,519
====== =======
CASH AT END OF PERIOD ............................ $ 52,942 $ 515,608
========= =========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
ECLIPSE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. GENERAL:
ECLIPSE CORPORATION (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, 1996.
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. 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.
<PAGE>
ECLIPSE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
General
- -------
The Company's financial condition and results of operations are directly
affected by the following transactions.
The Company is in the process of re-engineering and re-platting portions of
the platted, and platting the unplatted, lots acquired by the Company on
September 30, 1996 when it purchased a portion of the Community at Bear Creek
modular home subdivision located in Colorado Springs, Colorado. The platted lots
number approximately 30, and the unplatted lots approximately 25. In its revised
development plan, the Company has negotiated with the City of Colorado Springs a
reconfiguration of the Company's subdivision, which the Company expects to be
finalized in June 1997.
The Company entered into a Letter of Intent with Technology Learning
Systems, Inc., to acquire certain assets of that company in exchange for cash
and stock considerations in amounts to be finalized in a definitive purchase
agreement, which the Company anticipates will be executed prior to June 1, 1997.
With respect to the Company's manufactured housing dealership, it has
restructured certain retail credit relationships to facilitate financing of
manufactured homes sold to consumers. This restructuring relates to results of
operations only.
The Company also restructured subdealer agreements with existing dealers,
Grantham Realty of Ordway, Colorado, and Outpost Homes of Walsenburg, Colorado.
Financial Condition
- -------------------
As of March 31, 1997, the Company's working capital was approximately
$257,347, a decrease of approximately $265,059 from December 31, 1996. The
decrease is primarily attributable to results from the start-up of the
manufactured home sales dealership operations.
Result of Operations
- --------------------
The Company incurred net (losses) profits of ($160,593), and $92,348 for
the three months ended March 31, 1997 and 1996, respectively. Due to a change in
business from the medical products industry to manufactured home dealership.
PART II - OTHER INFORMATION
- ---------------------------
Item 1 Through 5 - No response required.
<PAGE>
Item 6 - Exhibits and reports on Form 8-K.
(a) Exhibits
27* Financial Data Schedule.
(b) Reports on Form 8-K
A Form 8-K was filed February 24, 1997, regarding a change
in Registrant's certifying accountant.
<PAGE>
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.
ECLIPSE CORPORATION
(Registrant)
DATE: 5/15/97 BY: /s/ Kenneth M. Cahill
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KENNETH M. CAHILL, PRESIDENT
DATE: 5/15/97 BY: /s/ J. Royce Renfrow
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J. ROYCE RENFROW, SECRETARY
DATE: 5/15/97 BY: /s/ James A. Humpal
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JAMES A. HUMPAL, TREASURER
Principal Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
ECLIPSE CORPORATION UNAUDITED BALANCE SHEET AS OF MARCH 31, 1997 AND THE
RELATED STATEMENT OF INCOME FOR THE THREE MONTHS THEN ENDED AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS .
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 52,942
<SECURITIES> 0
<RECEIVABLES> 59,601
<ALLOWANCES> 0
<INVENTORY> 2,105,620
<CURRENT-ASSETS> 2,521,437
<PP&E> 141,747
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,337,575
<CURRENT-LIABILITIES> 2,264,090
<BONDS> 0
0
0
<COMMON> 37,578
<OTHER-SE> 1,196,500
<TOTAL-LIABILITY-AND-EQUITY> 3,337,575
<SALES> 143,568
<TOTAL-REVENUES> 143,568
<CGS> 116,744
<TOTAL-COSTS> 216,671
<OTHER-EXPENSES> 876
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,868
<INCOME-PRETAX> (160,593)
<INCOME-TAX> 0
<INCOME-CONTINUING> (160,593)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (160,593)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
