UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-QSB/A
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934 (Fee Required)
For the quarterly period ended September 30, 1994
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from _____ to _____
Commission file number 0-15179
NEUROTECH CORPORATION
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(Name of small business issuer in its charter)
Delaware 06-1100063
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(State of incorporation (I.R.S. Employer
or organization) Identification
No.)
45 Orchard Street, Manhasset, New York 11030
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (516) 869-9663
(Not Applicable)
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(Former name, former address and former fiscal year
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 of 15(d) of the Exchange Act during the past 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. Yes (X) No ( )
9,754,374 shares of issuer's common stock, $.01 par value, were
outstanding at June 30, 1993.
NEUROTECH CORPORATION AND SUBSIDIARY
Index
September 30, 1994
Page
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Consolidated balance sheet......................... 3
September 30, 1994
Consolidated statements of income.................. 4
Three months ended September 30, 1994 and 1993
Consolidated statements of cash flows.............. 5
Three months ended September 30, 1994 and 1993
Notes to consolidated financial statements......... 6
September 30, 1994
Item 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF
FINANCIAL CONDITION & RESULTS OF OPERATION 7
PART II - OTHER INFORMATION 8
SIGNATURES 9
NEUROTECH CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1994
ASSETS
Current Assets:
Current assets attributable
to discontinued operations $645,393
--------
Total current assets 645,393
Property and Equipment
attributable to discontinued
operations, net 15,000
--------
$660,393
========
LIABILITIES &
SHAREHOLDERS' EQUITY
Current liabilities:
Due to affiliate $447,181
Current liabilities attributable
to discontinued operations 70,027
--------
Total current liabilities 517,208
Shareholders' equity:
Common stock, par value $.01/share;
20,000,000 shares authorized;
19,608,748 shares outstanding 98,544
Additional paid-in-capital 4,004,376
Retained deficit (3,809,735)
---------
293,185
(Less) treasury stock, at cost (150,000)
Total shareholders' equity 143,185
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$660,393
=========
The accompanying notes to the consolidated financial statements are an
integral part of these statements and should also be read in conjunction
with those notes which accompanied the Company's annual report.
NEUROTECH CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTER ENDED
September 30, September 30,
1994 1993
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Net sales $0 $0
Cost of sales 0 0
------- -------
Gross profit 0 0
Selling, general &
administrative expenses 69,841 0
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Loss from continuing operations (69,841) 0
Loss from discontinued operations (219,927) (123,065)
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Net loss ($289,768) ($123,065)
Loss per share from
continuing operations Nil -
Loss per share from
discontinued operations ($0.01) ($0.01)
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Net loss per share ($0.01) ($0.01)
Weighted average number of common
shares outstanding 19,608,748 9,754,374
The accompanying notes to consolidated financial statements are an
integral
part of these statements and should also be read in conjunction with
those
notes which accompanied the Company's annual report.
NEUROTECH CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
FOR THE QUARTER ENDED
September 30,
1994 1993
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Cash flows from operating
activities
Net loss ($289,768) ($123,065)
Changes in operating assets
and liabilities
Inventory 139,011
Due to affiliate (213,071)
Discontinued operations 363,828 123,065
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Net increase (decrease) in
cash & cash equivalents $0 $0
Cash & cash equivalents,
beginning of period $0 $0
------- -------
Cash & cash equivalents,
end of period $0 $0
The accompanying notes to the consolidated financial statements are an
integral part of these statements and should also be read in conjunction
with those notes which accompanied the Company's annual report.
NEUROTECH CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30,1994
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-QSB and
article 10 of Regulation S-X. Accordingly, they do not include all
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation
have been included. Operating results for the three month period ended
September 30, 1994 are not necessarily indicative of results that may be
expected for the year ending June 30, 1995. For further information,
refer to the consolidated financial statements and footnotes, thereto
included in the Company's annual report on Form 10-KSB for the year
ended June 30, 1994.
In August 1996, the Company determined to discontinue its previous core
businesses, manufacturing intracranial pressure monitoring systems,
custom delay lines and visual systems. The operations, assets and
liabilities of these previous core businesses are reported as
discontinued operations or as attributable thereto in the accompanying
financial statements. The accompanying proforma financial statements
have been reclassified accordingly.
In the course of the annual audit for the year ended June 30, 1995,
various corrections and adjustments to the financial records were deemed
necessary. Due to the inadvertent omission of this data, the previously
issued 10-QSB is being amended by this filing.
NEUROTECH CORPORATION AND SUBSIDIARY
Management's Discussion and Analysis of Financial
Condition and Results of Operations
As disclosed in Notes 1, 6C and 7A, of the Company's annual report 10-KSB for
the year ended June 30, 1995 filed herewith:
a) The Company determined to discontinue its previous core
businesses.
b) Effective June 1, 1994, the Company through the acquisition of
a 49 bed acute care hospital and an affiliated home health care
agency both located in Jasper, Texas, has commenced a new line
of
business.
c) Pursuant to a stock purchase agreement on June 28, 1994 is also
in
the business of distribution of non-ozone depleting flammable
refrigerant products.
If applicable, net sales from continuing operations resulted from the
only sale to date of refrigerant products. Future sales of refrigerant
products are dependent upon various factors and the ability of the
Company to provide adequate financial resources for same. In that
regard, the Company is actively seeking investors.
Effective June 1, 1996, revenues from continuing operations will be
provided through its health care operations. The subsidiary which owns
the hospital is currently in default on certain obligations arising from
the acquisitions. In addition, the Company does not presently have
substantial working capital reserves. Future operations of the health
care operations could be significantly impacted by this present lack of
liquidity.
Management is actively seeking to restructure its present financial
obligations.
Selling, general and administrative expenses are comprised of various
one-time charges relating to the acquisition and start-up of the health
care operations as well as certain developmental and marketing costs
relating to the refrigerant products.
Expenditures attributable to refrigerant products are minimal due to the
Company's lack of financial resources. Effective June 1, 1996, selling,
general and administrative expenses will consist of predominately the
health care operations solely until such time as financial resources
wan-ant otherwise.
Effective August, 1996, operations and related cash flows from
discontinued operations are expected to be minimal.
NEUROTECH CORPORATION AND SUBSIDIARY
OTHER INFORMATION
Item 1 Legal Proceedings
No new legal proceedings or material development has occurred
in
this quarter. For further information regarding pending
legal
proceedings, refer to the Company's annual report on Form 10-KSB
for the year ended June 30, 1993.
Items 2-5 Inapplicable
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
NEUROTECH CORPORATION AND SUBSIDLKRY
SIGNATURES
in accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NEUROTECH CORPORAITON
BY: /s/ Bernard Artz
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Chairman of the Board
