SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-OSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (Fee Required)
For the quarterly period ended March 31, 1996
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SEC EXCHANGE ACT OF
1934 (No Fee Required)
For the transition period from ------- to -------
Commission file number 0-15179
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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
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(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 ( )
19,508,748 shares of issuer's common stock, $.01 par value, were
outstanding at June 30, 1994.
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NEUROTECH CORPORATION AND SUBSIDIARY
INDEX
March 31, 1996
Page
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Consolidated balance sheet................... 3
March 31, 1996
Consolidated statements of income............ 4
Three and nine months ended March 31, 1996 and 1995
Consolidated statements of cash flows........ 5
Three and nine months ended March 31, 1996 and 1995
Notes to consolidated financial statements... 6
March 31, 1996
Item 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF
FINANCIAL CONDITION & RESULTS OF OPERATION 7
PART II - OTHER INFORMATION 8
SIGNATURES
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NEUROTECH CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
March 31, June 30,
1996 1995
----------- ----------
<CAPTION>
ASSETS
<S> <C> <C>
Current Assets:
Prepaid Expenses $6,500 $6,500
Current assets attributable
to discontinued operations 87,614 128,617
------- -------
Total current assets 94,114 135,117
Property and Equipment
attributable to discontinued
operations, net 2,286 23,297
------- -------
$96,400 $158,414
======= ========
<CAPTION>
LIABILITIES &
SHAREHOLDERS' EQUITY
Current liabilities:
Due to affiliate $57,130 $69,099
Current liabilities attributable
to discontinued operations 118,538 67,237
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Total current liabilities 175,668 136,336
Shareholders' equity:
Common stock, par value $.01/share;
40,000,000 shares authorized;
22,887,748 shares outstanding 228,878 196,088
Additional paid-in-capital 4,135,536 4,004,376
Retained deficit (4,293,682) (4,028,386)
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70,732 172,078
(Less) treasury stock, at cost (150,000) (150,000)
Total shareholders' equity (deficit) (79,268) 22,078
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$96,400 $158,414
======= ========
</TABLE>
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.
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NEUROTECH CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31 March 31
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net sales $0 $320,000 $0 $320,000
Cost of sale 0 164,102 0 164,102
------- ------- ------- -------
Gross profit 0 155,898 0 155,898
Selling, general &
administrative expenses 17,016 61,403 123,711 155,431
------- ------- ------- -------
Income from continuing
operations (17,016) 94,495 (123,711) 467
Loss from discontinued
operations (79,605) (44,892) (141,585) (368,055)
------- ------- ------- -------
Net income (loss) ($96,621) $49,603 ($265,296) ($367,588)
======= ======= ======== ========
Earnings (loss) per share- - - - -
continuing operations
Loss per share from
discontinued operations - - ($0.01) ($0.01)
Net loss per share - - ($0.01) ($0.01)
Weighted average number
of common shares
outstanding 20,908,748 19,608,748 20,008,748 19,608,748
</TABLE>
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.
<PAGE>
NEUROTECH CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31 March 31
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Cash flows from operating
activities
Net loss ($96,621) $49,603 ($265,296) ($367,588)
Common stock issued for
services 47,250 47,250
Common stock issued for
repayment of debt 116,700 116,700
Changes in operating assets
liabilities
Inventory 0 164,102 0 0
Due to affiliate (80,572) 0 (11,969) 272,715
Discontinued operations 13,243 (213,705) 113,315 94,873
------- ------- ------- -------
Net increase (decrease) in
cash & cash equivalents $0 $0 $0 $0
Cash & cash equivalents,
beginning of period $0 $0 $0 $0
------- ------- ------- -------
Cash & cash equivalents,
end of period $0 $0 $0 $0
</TABLE>
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.
<PAGE>
NEUROTECH CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,1996
(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 nine month period ended
March 31, 1996 are not necessarily indicative of results that may be
expected for the year ending June 30, 1996. 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,
1995.
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.
<PAGE>
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
warrant otherwise.
Effective August, 1996, operations and related cash flows from discontinued
operations are expected to be minimal.
<PAGE>
NEUROTECH CORPORATION AND SUBSIDIARY
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
In November, 1993 the Company and it's former legal counsel
have agreed to discontinue their respective lawsuits against
each other, with full releases being exchanged.
Items 2-5 Inapplicable
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits None
(b) Reports on Form 8-K
None
(Balance of this page left blank intentionally)
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NEUROTECH CORPORATION AND SUBSIDIARY
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 CORPORATION
BY:/s/ Bernard Artz
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Chairman of the Board
January 28, 1997
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