UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
_______ SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
_______ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number: 0-27351
LAZARUS INDUSTRIES, INC.
(Exact Name of small business issuer as specified in its charter)
Nevada 87-0445575
- ---------------------- -------------------------
(State of Incorporation) (IRS Employer ID Number)
10 West 100 South, Suite 610, Salt Lake City, Utah 84101
------------------------------------------------------------
(Address of principal executive offices)
(801) 532-7851
--------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or 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 XX NO
---- ---
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date:
7,485,417 Shares as of the date of this report.
Transitional Small Business Disclosure Format (check one): YES_____ NO XX
<PAGE>
LAZARUS INDUSTRIES, INC.
Form 10-QSB for the Quarter ended September 30, 1999
Table of Contents
Part I - Financial Information Page
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis or Plan of Operation 11
Part II - Other Information
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
<PAGE> 2
LAZARUS INDUSTRIES, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
September 30, December 31,
1999 1998
-------------- --------------
(Unaudited)
CURRENT ASSETS
Cash $ 34,510 $ 40,215
-------------- --------------
Total Current Assets 34,510 40,215
-------------- --------------
TOTAL ASSETS $ 34,510 $ 40,215
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ 2,221 $ 2,221
Taxes payable - 100
-------------- --------------
Total Current Liabilities 2,221 2,321
-------------- --------------
STOCKHOLDERS' EQUITY
Common stock 50,000,000 shares authorized,
at $0.001 par value; 7,485,417 shares
issued and outstanding 7,486 7,486
Additional paid-in capital 283,428 283,428
Deficit accumulated during
the development stage (258,625) (253,020)
-------------- --------------
Total Stockholders' Equity 32,289 37,894
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 34,510 $ 40,215
============== ==============
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
LAZARUS INDUSTRIES, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
For the For the December 31,
Three Months Ended Nine Months Ended 1985 Through
September 30, September 30, September 30,
1999 1998 1999 1998 1999
------------ ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and administrative 1,934 319 6,531 6,491 105,517
Total Expenses 1,934 319 6,531 6,491 105,517
------------ ----------- ------------- ------------- -------------
Loss from Operations (1,934) (319) (6,531) (6,491) (105,517)
------------ ----------- ------------- ------------- -------------
OTHER INCOME
(EXPENSE)
Interest income 271 220 926 220 1,806
Loss from discontinued
operations - - - - (154,914)
------------ ----------- ------------- ------------- -------------
Total Other Income
(Expense) 271 220 926 220 (153,108)
------------ ----------- ------------- ------------- -------------
NET LOSS $ (1,663) $ (99) $ (5,605) $ (6,271) $ (258,625)
============ =========== ============= ============= =============
BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ =========== ============= =============
The accompanying notes are an integral part of the financial statements.
4
</TABLE>
<PAGE>
LAZARUS INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
From Inception on December 31, 1985 through September 30, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
------------- ------------ ------------- -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1985 - $ - $ - $ -
Shares issued for cash at $0.002 160,000 160 7,840 (433)
Shares issued through public
offering at $0.01 per share 555,523 556 138,325 -
Capital contributed by shareholders - - 54,077 -
Net loss from inception on
December 31, 1995 through
December 31, 1987 - - - (735)
------------- ------------ ------------- -----------
Balance, December 31, 1987 715,523 716 200,242 (1,168)
Shares issued to public at
$0.01 per share 44,480 44 11,086 -
Shares issued in acquisition
of wholly- owned subsidiary
at $0.001 per share 2,036,800 2,037 - -
Shares issued for finders fee at
$0.001 per share 152,000 152 - -
Shares issued to public at $0.10
per share for cash 3,280 3 325 -
Public offering costs - - (44,059) -
Net loss for the year ended
December 31, 1988 - - - (98,275)
------------- ------------ ------------- -----------
Balance, December 31, 1988 2,952,083 2,952 167,594 (99,443)
Net loss for the year ended
December 31, 1989 - - - (39,018)
------------- ------------ ------------- -----------
Balance, December 31, 1989 2,952,083 $ 2,952 $ 167,594 $ (138,461)
------------- ------------ ------------- -----------
The accompanying notes are an integral part of the financial statements.
5
</TABLE>
<PAGE>
LAZARUS INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
From Inception on December 31, 1985 through September 30, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
------------- ------------ ------------- -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1989 2,952,083 $ 2,952 $ 167,594 $ (138,461)
Assets distributed to shareholders - - (15,632) -
Net loss for the year ended
December 31, 1990 - - - (17,153)
------------- ------------ ------------- -----------
Balance, December 31, 1990 2,952,083 2,952 151,962 (155,614)
Net loss for the year ended
December 31, 1991 - - - (100)
------------- ------------ ------------- -----------
Balance, December 31, 1991 2,952,083 2,952 151,962 (155,714)
Net loss for the year ended
December 31, 1992 - - - (100)
------------- ------------ ------------- -----------
Balance, December 31, 1992 2,952,083 2,952 151,962 (155,814)
Net loss for the year ended
December 31, 1993 - - - (100)
------------- ------------ ------------- -----------
Balance, December 31, 1993 2,952,083 2,952 151,962 (155,914)
Net loss for the year ended
December 31, 1994 - - - (100)
------------- ------------ ------------- -----------
Balance, December 31, 1994 2,952,083 2,952 151,962 (156,014)
Net loss for the year ended
December 31, 1995 - - - (100)
------------- ------------ ------------- -----------
Balance, December 31, 1995 2,952,083 2,952 151,962 (156,114)
Net loss for the year ended
December 31, 1996 - - - (452)
------------- ------------ ------------- -----------
Balance, December 31, 1996 2,952,083 $ 2,952 $ 151,962 $ (156,566)
------------- ------------ ------------- -----------
The accompanying notes are an integral part of the financial statements.
6
</TABLE>
<PAGE>
LAZARUS INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Continued)
From Inception on December 31, 1985 through September 30, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
------------- ------------ ------------- -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1996 2,952,083 $ 2,952 $ 151,962 $ (156,566)
December 2, 1997 shares issued
to officers at $0.03 per share
for services 3,000,000 3,000 87,000 -
Net loss for the year ended
December 31, 1997 - - - (90,669)
------------- ------------ ------------- -----------
Balance, December 31, 1997 5,952,083 5,952 238,962 (247,235)
January 12, 1998 shares issued
for cash at $0.03 per share 1,116,667 1,117 32,382 -
March 10, 1998 shares issued for
cash at $0.03 per share 416,667 417 12,084 -
Net loss for the year ended
December 31, 1998 - - - (5,785)
------------- ------------ ------------- -----------
Balance, December 31, 1998 7,485,417 7,486 283,428 (253,020)
Net loss for the nine months
ended September 30, 1999
(unaudited) - - - (5,605)
------------- ------------ ------------- -----------
Balance, September 30, 1999
(unaudited) 7,485,417 $ 7,486 $ 283,428 $ (258,625)
============= ============ ============== ===========
The accompanying notes are an integral part of the financial statements.
7
</TABLE>
<PAGE>
LAZARUS INDUSTRIES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
For the For the December 31,
Three Months Ended Nine Months Ended 1985 Through
September 30, September 30, September 30,
1999 1998 1999 1998 1999
------------ ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) $ (1,663) $ (99) $ (5,605) $ (6,271) $ (258,625)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Stock issued for services - - - - 90,000
Changes in operating assets
and liabilities:
Increase (decrease) in
accounts payable (1,612) - - - 2,221
Decrease in taxes payable (100) - (100) - -
------------ ----------- ------------- ------------- -------------
Net Cash Provided (Used)
by Operating Activities (3,375) (99) (5,705) (6,271) (166,404)
------------ ----------- ------------- ------------- -------------
CASH FLOWS FROM
INVESTING ACTIVITIES - - - - -
------------ ----------- ------------- ------------- -------------
CASH FLOWS FROM
FINANCING ACTIVITIES
Net stock offering proceeds - - - 46,000 200,914
------------ ----------- ------------- ------------- -------------
Net Cash Provided (Used)
by Financing Activities $ - $ - $ - $ 46,000 $ 200,914
------------ ----------- ------------- ------------- -------------
The accompanying notes are an integral part of the financial statements.
8
</TABLE>
<PAGE>
LAZARUS INDUSTRIES, INC.
(A Development Stage Company)
Statements of Cash Flows (Continued)
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
For the For the December 31,
Three Months Ended Nine Months Ended 1985 Through
September 30, September 30, September 30,
1999 1998 1999 1998 1999
------------ ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN CASH $ (3,375) $ (99) $ (5,705) $ 39,729 $ 34,510
CASH AT BEGINNING OF PERIOD 37,885 39,828 40,215 - -
------------ ----------- ------------- ------------- -------------
CASH AT END OF PERIOD $ 34,510 $ 39,729 $ 34,510 $ 39,729 $ 34,510
============ =========== ============= ============= =============
SUPPLEMENTAL CASH FLOW
INFORMATION
Cash paid for interest $ - $ - $ - $ - $ -
Cash paid for taxes $ - $ - $ - $ - $ -
The accompanying notes are an integral part of the financial statements.
9
</TABLE>
<PAGE>
LAZARUS INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999 and December 31, 1998
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at September 30, 1999 and 1998
and for all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 1998
audited financial statements. The results of operations for the periods ended
September 30, 1999 and 1998 are not necessarily indicative of the operating
results for the full years.
10
<PAGE>
Part I - Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the
Company or management as well as assumptions made by and information currently
available to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view
of the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially
from those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered
in light of the accompanying meaningful cautionary statements herein.
(2) Results of Operations
For the past several years, the Company has had no active business
operations, and has been seeking to acquire an interest in a business with
long-term growth potential. The Company currently has no commitment or
arrangement to participate in a business and cannot now predict what type of
business it may enter into or acquire. It is emphasized that the business
objectives discussed herein are extremely general and are not intended to be
restrictive on the discretion of the Company's management.
During the quarter ended September 30, 1999, the Company had $1,934 in
general and administrative expenses, as compared to $319 in expenses for the
quarter ended September 30, 1998. General and administrative expenses for the
nine months ended September 30, 1999, were $6,531, as compared to total
expenses of $6,491 for the nine months ended September 30, 1998. All of such
expenses were incurred in connection with the Company's efforts to reactivate
its business.
The Company has realized a net loss for the three months and nine months
ended September 30, 1999, of $1,934 and $6,531, respectively; and a net loss
for the three months and nine months ended September 30, 1998, of $319 and
$6,491, respectively.
(3) Liquidity and Capital Resources
At September 30, 1999, the Company had working capital of approximately
$34,000, as compared to working capital of approximately $40,000 at December
31, 1998. Working capital as of both dates consists of short-term
investments, and cash and cash equivalents. The Company is dependent upon
management and/or significant shareholders to provide sufficient working
11
<PAGE>
capital to preserve the integrity of the corporate entity during this phase.
It is the intent of management and significant shareholders to provide
sufficient working capital necessary to support and preserve the integrity of
the corporate entity.
Although the Company's assets consist of cash and cash equivalents, the
Company has no intent to become, or hold itself out to be, engaged primarily
in the business of investing, reinvesting, or trading in securities.
Accordingly, the Company does not anticipate being required to register
pursuant to the Investment Company Act of 1940, and expects to be limited in
its ability to invest in securities, other than cash equivalents and
government securities, in the aggregate amount of over 40% of its assets.
There can be no assurance that any investment made by the Company will not
result in losses.
The Company has very limited liquid assets, and such assets may not be
sufficient for the Company to meet its operating needs over the next twelve
months. The Company does not anticipate, however, that it will require
substantial revenue, or additional cash assets, until it enters into an
acquisition or reorganization transaction with a business opportunity. The
Company has no material revenues and its needs for capital will in all
likelihood change dramatically if it acquires an interest in a business
opportunity in the next twelve months. The Company's current operating plan
is to (a) cover the administrative and reporting requirements of a public
company; and (b) search for, and investigate, potential businesses, products,
technologies and companies for acquisition. At present, the Company has no
understandings, commitments or agreements with respect to the acquisition of
any business, product, technology or company, and there can be no assurance
that the Company will be able to identify any such business, product,
technology or entity suitable for an acquisition or reorganization
transaction. Moreover, there can be no assurance the Company will be
successful in its efforts to enter into consummate an acquisition or
reorganization transaction on terms favorable or beneficial to the Company and
its shareholders, or that it, or its successor, will be able to effectively
manage the business opportunity the Company acquires or becomes engaged in.
12
<PAGE>
Part II - Other Information
Item 1 - Legal Proceedings
None.
Item 2 - Changes in Securities
None.
Item 3 - Defaults on Senior Securities
None.
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings of
shareholders during the reporting period.
Item 5 - Other Information
None.
Item 6 - Exhibits and Reports on Form 8-K
None.
13
<PAGE>
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.
LAZARUS INDUSTRIES, INC.
November 8, 1999 /s/ Jack M. Gertino
------------------------
Jack M. Gertino
President
LAZARUS INDUSTRIES, INC.
November 8, 1999 /s/ James C. Lewis
------------------------
James C. Lewis
Secretary/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 34,510
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 34,510
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 34,510
<CURRENT-LIABILITIES> 2,221
<BONDS> 0
0
0
<COMMON> 7,486
<OTHER-SE> 24,803
<TOTAL-LIABILITY-AND-EQUITY> 34,510
<SALES> 0
<TOTAL-REVENUES> 271
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,934
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,663)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,663)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,663)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
