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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended March 31, 1999
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)
<TABLE>
<CAPTION>
<S> <C>
Delaware 11-2820379
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
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
March 31, 1999.
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<S> <C>
Consolidated Balance Sheets 3
March 31, 1999 (Unaudited) and
December 31, 1998
Consolidated Statements of Operations 4
Three Months ended March 31,
1999 and March 31, 1998 (Unaudited)
Consolidated Statements of Cash Flows 5
Three Months Ended March 31, 1999 and
March 31, 1998 (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>
MARCH 31, DECEMBER 31,
1999 1998
(Unaudited) (Audited)
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 257,700 $ 262,303
Interest receivable 1,114 113
Other current assets 1,656 1,656
----------- -----------
Total current assets 260,470 264,702
----------- -----------
TOTAL $ 260,470 $ 264,072
=========== ===========
LIABILITIES
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 5,620 $ 7,517
----------- -----------
Total current liabilities 5,620 7,517
ACCRUED SALARIES - officer 58,750 58,750
----------- -----------
Total liabilities 64,370 66,267
----------- -----------
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 (516,204) (514,499)
----------- -----------
196,105 197,810
Less: 5,000 shares of treasury stock, at cost 5 5
----------- -----------
Total stockholders' equity 196,100 197,805
----------- -----------
TOTAL $ 260,470 $ 264,072
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
REVENUES - interest $ 3,174 $ 3,159
GENERAL AND ADMINISTRATIVE
EXPENSES 4,879 8,315
--------- --------
NET LOSS $ (1,705) $ (5,156)
========= ========
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
========= =========
</TABLE>
*Less than $.01 per share
See accompanying notes to consolidated financial statements
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE
MONTHS ENDED
MARCH 31,
1999 1998
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ (1,705) $ (5,156)
------------ ------------
Adjustments to reconcile net loss to net cash
used in operating activities:
Changes in assets and liabilities:
Interest receivable (1,001) 2,275
Accounts payable and accrued expenses (1,897) (208)
------------ ------------
Total adjustments (2,898) 2,067
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (4,603) (3,089)
------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (4,603) (3,089)
CASH AND CASH EQUIVALENTS - beginning 262,303 275,937
------------ ------------
CASH AND CASH EQUIVALENTS - ending $ 257,700 $ 272,848
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes $ 1,031 $ 380
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(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, 1998, 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.
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
During the three months ended March 31, 1999, 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
March 31, 1999, the Company's working capital amounted to $254,850 with cash
assets of $257,700. 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
March 31, 1999.
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: May 17, 1999 /s/Morry Rubin
Morry Rubin, President, Chief
Executive, Financial and
Accounting Officer
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 27 - Financial Statement Data
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S UNAUDITED BALANCE SHEET AS OF MARCH 31, 1999 AND UNAUDITED
STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> dec-31-1999
<PERIOD-END> mar-31-1999
<CASH> 257,700
<SECURITIES> 0
<RECEIVABLES> 2,607
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 260,470
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 260,470
<CURRENT-LIABILITIES> 5,620
<BONDS> 0
0
0
<COMMON> 6,554
<OTHER-SE> 189,546
<TOTAL-LIABILITY-AND-EQUITY> 260,470
<SALES> 0
<TOTAL-REVENUES> 3,174
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,879
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,705)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,705)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,705)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
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