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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A No. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number: 2-99080
NATIONAL DIVERSIFIED SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 11-2820379
- ----------------------------------- ---------------------
(State or other jurisdictio (I.R.S. Employer
of incorporation o organization) Identification No.)
c/o Lester Morse P.C.
111 Great Neck Road, Suite #420
Great Neck, New York 11021
- ------------------------------------ ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (516) 487-1419
------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year if changed
since last report)
Indicate by check mark whether the Registrant (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 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 ___.
6,548,870 Common Shares, $.001 par value were issued and outstanding at
September 30, 1998.
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC.
-----------------------------------
INDEX
----
<TABLE>
<CAPTION>
Page
Number
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
September 30, 1998 (Unaudited) and
December 31, 1997
Consolidated Statements of Operations 4
Three Months and Nine Months ended September 30,
1998 and September 30, 1997 (Unaudited)
Consolidated Statements of Cash Flows 5
Nine Months Ended September 30, 1998 and
September 30, 1997 (Unaudited)
Notes to Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
PART II. OTHER INFORMATION 8
SIGNATURES 9
</TABLE>
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
----------- -----------
(Unaudited) (Audited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 262,027 $ 275,937
Interest receivable 2,610 1,775
Other current assets 1,656 1,656
----------- -----------
Total current assets 266,293 279,368
----------- -----------
TOTAL $ 266,293 $ 279,368
=========== ===========
LIABILITIES
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 6,579 $ 8,063
----------- -----------
Total current liabilities 6,579 8,063
ACCRUED SALARIES - officer 58,750 58,750
----------- -----------
Total liabilities 65,329 66,813
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; authorized 30,000,000
shares, issued 6,553,870 shares 6,554 6,554
Additional paid-in capital 705,755 705,755
----------- -----------
Total 712,309 712,309
Accumulated deficit (511,340) (499,749)
----------- -----------
200,969 212,560
Less: 5,000 shares of treasury stock, at cost 5 5
----------- -----------
Total stockholders' equity 200,964 212,555
----------- -----------
TOTAL $ 266,293 $ 279,368
=========== ===========
</TABLE>
3
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
NINE THREE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -----------------------
1998 1997 1998 1997
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES - interest $ 10,991 $ 11,694 $ 3,470 $ 5,455
GENERAL AND ADMINISTRATIVE
EXPENSES 22,582 11,492 4,580 3,843
---------- --------- --------- ---------
NET INCOME (LOSS) $ (11,591) $ 202 $ (1,110) $ 1,612
========== ========= ========= =========
NET LOSS PER SHARE, BASED
ON THE WEIGHTED AVERAGE
SHARES OUTSTANDING $ - * $ - * $ - * $ - *
========= ======== ======== ========
NUMBER OF SHARES USED TO
COMPUTE LOSS PER SHARE 6,548,870 6,548,870 6,548,870 6,548,870
========= ========= ========= =========
</TABLE>
*Less than $.01 per share
4
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE
MONTHS ENDED
SEPTEMBER 30,
---------------------------
1998 1997
-------------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (11,591) $ 202
------------ ------------
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Changes in assets and liabilities:
Interest receivable (835) (142)
Accounts payable and accrued expenses (1,484) 795
------------ ------------
Total adjustments (2,319) 653
------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (13,910) 855
------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (13,910) 855
CASH AND CASH EQUIVALENTS - beginning 275,937 277,832
------------ ------------
CASH AND CASH EQUIVALENTS - ending $ 262,027 $ 278,687
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes $ 380 $ 388
============ ============
</TABLE>
5
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The attached summarized financial information does not include all
disclosures required to be included in a complete set of financial
statements prepared in conformity with generally accepted accounting
principles. Such disclosures were included with the consolidated financial
statements of the Company at December 31, 1997, included in its annual
report on Form 10-K. Such statements should be read in conjunction with the
data herein.
NOTE 2 - ADJUSTMENTS
The financial information reflects all normal recurring adjustments which,
in the opinion of management, are deemed necessary for a fair presentation
of the results for the interim periods. The results for the interim periods
are not necessarily indicative of the results to be expected for the year.
NOTE 3 - CASH EQUIVALENTS
Cash equivalents are comprised of an investment in short-term commercial
paper with maturities of less than ninety days.
NOTE 4 - ACCRUED SALARIES - OFFICER
Accrued salaries - officer represents $58,750 for the period December 1986
to November 22, 1989.
6
<PAGE>
Management's Discussion and Analysis of Financial Condition
-----------------------------------------------------------
and Results of Operations
-------------------------
Results of Operations
During the nine months ended September 30, 1998, the Company had no
revenues other than interest income since the Company terminated its import and
sale business operations in 1990. The Company is presently exploring various
business opportunities that may be available to it. No assurances can be given
that the Company will be successful in completing a transaction to acquire an
operating business.
Liquidity and Capital Resources
Financing of the Company's activities has been provided from the public
sale of its securities for cash amounting to a net of approximately $600,000. At
September 30, 1998, the Company's working capital amounted to $259,714 with cash
assets of $262,027. Management believes that its cash assets are adequate to
meet the Company's short term and long term liquidity and cash requirements
until such time, if ever, as the Company completes a transaction to establish an
operating business.
7
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings: None
Item 2. Changes in Securities: None
Item 3. Defaults Upon Senior Securities: None
Item 4. Submission of Matters to a Vote of Security Holders:
None
Item 5. Other Information: None
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits - 27 - Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter
ended September 30, 1998.
8
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC.
-----------------------------------
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.
NATIONAL DIVERSIFIED SERVICES, INC.
-----------------------------------
(Registrant)
Dated: November 9, 1998 /s/Morry Rubin
-----------------------------------
Morry Rubin, President, Chief
Executive, Financial and
Accounting Officer
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 262,027
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 266,293
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 266,293
<CURRENT-LIABILITIES> 6,579
<BONDS> 0
0
0
<COMMON> 6,554
<OTHER-SE> 195,520
<TOTAL-LIABILITY-AND-EQUITY> 266,293
<SALES> 0
<TOTAL-REVENUES> 10,991
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 22,582
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (11,591)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (11,591)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,591)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
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