<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1996
______________________________________________________________________________
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d)
OF THE EXCHANGE ACT
For the transition period from________________________ to_____________________
Commission File Number 0-15362
________________________________________________________
COMPUFLIGHT, INC.
______________________________________________________________________________
(Exact name of small business issuer as specified in its charter)
Delaware 11-2883366
___________________________________ ___________________________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
99 Seaview Drive, Port Washington, NY 11050
________________________________________ ____________________________
(Address of principal executive offices) (Zip code)
Issuer's telephone number 516-625-0202
_____________________________________________________
______________________________________________________________________________
(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 or 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
_______ _______
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.
Yes No
________ _______
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of the issuer's common stock as of June 30,
1996 was 1,701,980 shares.
Page 1 of 14
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_______________________________________________________________________________
COMPUFLIGHT, INC. AND SUBSIDIARIES
SIX MONTHS ENDED APRIL 30, 1996
_______________________________________________________________________________
I N D E X
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
Condensed Consolidated Balance Sheet
as of April 30, 1996 3
Consolidated Statements of Earnings
for the Six and Three Months Ended
April 30, 1996 and April 30, 1995 4
Condensed Consolidated Statements of
Cash Flows for the Six Months Ended
April 30, 1996 and April 30, 1995 5
Notes to Condensed Consolidated
Financial Statements 6
Item 2. Management's Discussion and Analysis
or Plan of Operation 7
PART II. OTHER INFORMATION 13
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of
Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Page 2 of 14
<PAGE>
_______________________________________________________________________________
COMPUFLIGHT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
APRIL 30,
1996
_______________________________________________________________________________
ASSETS
CURRENT ASSETS
Cash and equivalents $ 55,392
Accounts receivable, net of allowance for
doubtful accounts of $20,900 392,941
License fee receivable 126,583
Prepaid expenses and other 33,487
---------
Total current assets 608,403
INVESTMENT TAX CREDITS RECEIVABLE 574,257
LICENSE FEE RECEIVABLE 158,676
FIXED ASSETS, NET 312,369
OTHER ASSETS 30,994
---------
$ 1,684,699
-----------
-----------
_______________________________________________________________________________
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $728,804
Deferred salaries 13,502
Note payable 17,584
Due to related parties - current portion 237,100
--------
Total current liabilities 996,990
DUE TO RELATED PARTIES 96,253
MINORITY INTERESTS 263,228
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Capital stock, par value $.001 per share;
authorized 2,500,000 shares; issued and
outstanding 1,701,980 shares 1,702
Additional paid-in capital 1,545,745
Notes receivable - former Chairmen (1,003,551)
Cumulative foreign translation adjustment 47,314
Accumulated deficit (262,982)
----------
328,228
----------
$ 1,684,699
----------
----------
See notes to unaudited condensed consolidated financial statements.
Part I, Item 1. Page 3 of 14
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_______________________________________________________________________________
COMPUFLIGHT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
APRIL 30, APRIL 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenue
Service fees $1,669,052 $1,604,159 $ 831,940 $ 838,568
Hardware, software and license sales 27,368 37,920 10,659 12,691
---------- ----------- ---------- ----------
1,696,420 1,642,079 842,599 851,259
---------- ----------- ---------- ----------
Costs and Expenses
Operating 986,432 884,887 504,274 464,630
Research and development 219,068 86,008 120,627 54,657
Selling, general and administrative 501,087 437,629 237,689 189,932
Depreciation and amortization 66,089 65,209 33,171 33,279
---------- ----------- ---------- ----------
1,772,676 1,473,733 895,761 742,498
---------- ----------- ---------- ----------
Operating (loss) income (76,256) 168,346 (53,162) 108,761
Other income (expense)
Interest income 30,897 18,717 15,564 8,915
Interest expense - related parties (21,265) (32,365) (13,318) (15,396)
Interest expense - other (25,935) (27,544) (9,292) (13,165)
Realized foreign exchange gain 6,759 40,161 10,339 44,426
Scientific research and development
credits 118,077 49,671 65,051 31,565
Other (1,518) (3,483) (1,939) (108)
---------- ----------- ---------- ----------
Earnings before minority interests 30,759 213,503 13,243 164,998
Earnings of minority interests (2,301) (8,916)
---------- ----------- ---------- ----------
NET EARNINGS $ 30,759 $ 211,202 $ 13,243 $ 156,082
---------- ----------- ---------- ----------
---------- ----------- ---------- ----------
________________________________________________________________________________________________________
Net earnings per share $0.02 $0.13 $0.01 $0.10
---------- ----------- ---------- ----------
---------- ----------- ---------- ----------
Weighted Average Number of Common
Shares Outstanding 1,681,147 1,576,980 1,701,980 1,576,980
---------- ----------- ---------- ----------
---------- ----------- ---------- ----------
</TABLE>
See notes to unaudited condensed consolidated financial
statements.
Part I, Item 1. Page 4 of 14
<PAGE>
_______________________________________________________________________________
COMPUFLIGHT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
FOR THE SIX MONTHS ENDED APRIL 30, 1996 1995
_______________________________________________________________________________
Cash flows from operating activities
Net earnings $ 30,759 $211,202
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation and amortization 66,089 65,208
Provision for uncollectible accounts 10,512
Minority interests 2,301
Consulting fees, net 35,232 33,685
Increase in operating assets - net (61,442) (57,579)
Increase in operating liabilities - net 4,726 42,694
-------- --------
Net cash provided by operating activities 75,364 308,023
-------- --------
Cash flows from investing activities
Purchase of fixed assets (22,608) (32,446)
Repayments from RE&A 10,210 17,832
-------- --------
Net cash used in investing activities (12,398) (14,614)
-------- --------
Cash flows from financing activities
Payment of notes - former affiliate (100,000) (140,506)
Payment of Global demand loan (203,789)
Payment of loans (3,831)
-------- --------
Net cash used in financing activities (100,000) (348,126)
-------- --------
Effect of foreign translations on cash (5,486) 18,243
-------- --------
NET DECREASE IN CASH AND EQUIVALENTS (42,520) (36,474)
Cash and equivalents at beginning of year 97,912 139,951
-------- --------
Cash and equivalents at end of period $ 55,392 $ 103,477
-------- --------
-------- --------
See notes to unaudited condensed consolidated financial
statements.
Part I, Item 1. Page 5 of 14
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COMPUFLIGHT, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED APRIL 30, 1996
- --------------------------------------------------------------------------------
NOTE A. DESCRIPTION OF BUSINESS AND ORGANIZATION
Compuflight, Inc. (the "Company"), directly or indirectly through its wholly-
owned Canadian subsidiaries, Navtech Systems Support Inc. ("Support"), and
Efficient Aviation Systems Inc. ("EAS"), is engaged in the business of
developing, marketing, licensing and supporting computerized flight planning and
aircraft performance engineering services for the aviation industry.
NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The condensed consolidated balance sheet as of April 30, 1996, and the
consolidated statements of earnings for the three and six months ended April 30,
1996 and 1995, and the condensed consolidated statements of cash flow for the
six months ended April 30, 1996 and 1995 have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring accrual adjustments) necessary to present fairly the
financial position, results of operations and cash flows for all periods
presented have been made.
The condensed consolidated financial statements include the accounts of
Compuflight, Inc. ("Compuflight") and its wholly-owned Canadian subsidiaries,
Support and EAS. All material intercompany balances and transactions have been
eliminated. In accordance with Statement of Financial Accounting Standards No.
52, "Foreign Currency Translations," assets and liabilities of foreign
operations are translated at current rates of exchange while results of
operations are translated at average rates in effect for that period.
Unrealized translation gains or losses are shown as a separate component of
shareholders' equity.
For information concerning the Company's significant accounting policies,
reference is made to the Company's Annual Report on Form 10-KSB for the year
ended October 31, 1995. Results of operations for the six months ended April
30, 1996 are not necessarily indicative of the operating results for the full
year.
NOTE C. ACQUISITION OF MINORITY INTEREST
Effective November 24, 1995, the Company issued 125,000 shares of its common
stock in exchange for 500,000 shares of Support, which represented the common
shares of Support held by the one remaining common shareholder of Support, and
accordingly, the Company now owns 100% of the outstanding common shares of
Support. The excess of the fair market value of the Company's common stock on
the date of the exchange ($101,563) over the Company's minority interest
($78,411) has been recorded as goodwill (included in Other Assets) in the
accompanying consolidated balance sheet.
Part I, Item 1. Page 6 of 14
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COMPUFLIGHT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SIX MONTHS ENDED APRIL 30, 1996
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS
REVENUE
Revenue from service fees was approximately $1.7 million in the six months ended
April 30, 1996 compared with approximately $1.6 million for the six months ended
April 30, 1995, an increase of 4%, or approximately $65,000. This increase is
primarily attributable to an increase in fees from new and existing customers
for the provision of new or enhanced services of approximately $413,000 as well
as the addition of revenue of approximately $106,000 through a teaming agreement
with a U.S. systems integrator to design and develop modifications to the
Company's existing product in order to solicit a U.S. government contract.
These increases were offset by the loss of a number of service bureau customers
and a decline in billable communications charges representing an aggregate fee
base of approximately $454,000.
Revenue from hardware sales and software licenses decreased 28%, or
approximately $11,000, from approximately $38,000 for the six months ended April
30, 1995 to approximately $27,000 for the six months ended April 30, 1996. The
change is due to a decrease in the financed portion of long term license fees
receivable as payments made reduce the outstanding balance.
COSTS AND EXPENSES
Operating expenses increased approximately 11%, or $101,000, from approximately
$885,000 for the six months ended April 30, 1995 to approximately $986,000 for
the six months ended April 30, 1996. This change is primarily attributable to
an increase in salaries and benefits of approximately $167,000 from the addition
of several senior level management positions in sales and finance as well as
additional support and operations staff. Furthermore, an increase in computer
maintenance and lease costs of approximately $13,000, an increase in long
distance phone charges of approximately $13,000 and an increase in other
operating expenses of approximately $8,000 added to the overall increase of
operating expenses. These increases were offset by a decline in communications
costs of approximately $100,000.
Research and development expenditures increased approximately 155%, or
approximately $133,000, during the six months ended April 30, 1996 over the same
period in fiscal 1995 as the result of increased activities in the development
of the Company's software technologies. While the Company still maintains its
commitment to increasing in-house personnel and expertise, the Company has
retained contract services for the delivery of large systems integration
projects (teaming agreement referred to above). Approximately $47,000 of the
net increase above is due to the inclusion of these contract services.
Selling, general and administrative expenses increased approximately 15%, or
$63,000, from approximately $438,000 for the six months ended April 30, 1995 to
approximately $501,000 for the six months ended April 30, 1996. This increase
is primarily attributable to an increase in consulting fees paid to Ray English
and Associates Inc. ("RE&A") of approximately $16,000, which incorporate a full
six months as compared to four months in 1995, an increase of approximately
$36,000 in consulting fees due mainly to the Company's entering into a Key
Advisor Agreement with Kenneth M. Snyder, a director of the Company, and an
increase in publications and
Part I, Item 2. Page 7 of 14
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COMPUFLIGHT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SIX MONTHS ENDED APRIL 30, 1996
- --------------------------------------------------------------------------------
subscriptions required by operations staff of approximately $4,000.
Furthermore, travel expenses increased approximately $66,000 as a result of the
Company's increase in marketing and sales activities targeted at increasing
revenues from current customers. In addition, costs associated with the new
federal systems sales office in Ottawa, Canada accounted for approximately
$9,000 in additional costs. These increases were offset by decreases in
professional fees of approximately $58,000 attributed to a reduction in the
costs associated with filing the Company's outstanding regulatory reports and
bad debt expense of approximately $10,000.
OTHER INCOME (EXPENSE)
The Company recorded a gain of $6,759 on realized foreign exchange transactions
for the six months ended April 30, 1996. Gains and losses in foreign exchange
are attributable to the difference in rates between the transaction date and the
settlement date and cannot readily be compared between periods.
The Company has claimed scientific research and experimental development credits
of approximately $118,000 in the six months ended April 30, 1996 compared to
approximately $50,000 for the six months ended April 30, 1995. The increase is
due primarily to an increase in research and development expenditures as noted
above, all of which are eligible for the credit.
EARNINGS OF MINORITY INTERESTS
During the six months ended April 30, 1996, the remaining minority common
shareholder in Support, Innovation Ontario Corporation, a Canadian company,
exercised its option to exchange its 500,000 common shares of Support for
125,000 shares of common stock of Compuflight. Accordingly, the Company now
owns all of the outstanding common shares of Support.
NET EARNINGS
The unaudited consolidated financial statements reflect net earnings of
approximately $31,000 for the six months ended April 30, 1996 compared to net
earnings of approximately $211,000 for the six months ended April 30, 1995. The
decrease in net earnings is due to a lower than expected increase in sales
coupled with higher salaries and costs related to increased sales personnel and
market development costs.
LIQUIDITY AND CAPITAL RESOURCES
The Company had a net decrease in cash resources of $42,520 for the six months
ended April 30, 1996 compared to a net decrease of $36,474 for the six months
ended April 30, 1995. In addition, at April 30, 1996, the Company had a working
capital deficiency of $388,587 as compared to $463,225 as of October 31, 1995.
Cash flows from operations accounted for an increase in cash of $75,364,
primarily as a result of the addition of non-cash charges (i.e., depreciation
and amortization) offset by an increase in operating assets. Cash flows from
investing activities for the six months
Part I, Item 2. Page 8 of 14
<PAGE>
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COMPUFLIGHT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SIX MONTHS ENDED APRIL 30, 1996
- --------------------------------------------------------------------------------
ended April 30, 1996 represent a net outflow of $12,398, primarily due to the
purchase of fixed assets offset by repayments on the RE&A note. Cash flows
from financing activities for the six months ended April 30, 1996 represent a
net outflow of $100,000, all of which relates to payments to Sandata, Inc.
pursuant to that certain promissory note of the Company, dated July 31, 1993, in
the approximate principal amount of $676,000.
The Company currently has no significant capital commitments but may, from time
to time, consider acquisitions of complementary businesses, products or
technologies; it has no present understandings, commitments or agreements with
respect to any such acquisitions.
As of April 30, 1996, the Company's available funds consisted of $55,392 in
cash.
COMMITMENTS AND CONTINGENCIES
EMPLOYMENT AGREEMENT
The employment agreement with the Company's current Chairman, Russell K. Thal,
as amended, provides for the obtaining of an annuity and/or insurance policy
under which 60 consecutive monthly payments of $10,000 would be payable upon
termination of his employment and $600,000 would be payable upon his death
through March 31, 2004 (which amount decreases to the extent of the $10,000
payments).
SECURITIES AND EXCHANGE COMMISSION FILINGS
By letter dated January 23, 1996, the Securities and Exchange Commission (the
"Commission") advised the Company that it had failed to file its Annual Report
on Form 10-KSB for the fiscal year ended October 31, 1994 (the "1994 Form
10-KSB") and Quarterly Reports on Form 10-QSB for the fiscal quarters ended
January 31, 1995, April 30, 1995 and July 31, 1995 (collectively, the "1995
Forms 10-QSB"). The Commission also advised the Company that it had filed
late its Form 10-KSB for the fiscal year ended October 31, 1993 and Forms
10-QSB for the fiscal quarters ended January 31, 1994 and July 31, 1994, and
failed to file Notifications of Late Filing on Form 12b-25 with regard to the
1995 Forms 10-QSB. By letter dated March 4, 1996, the Commission advised the
Company that it had also failed to file its Annual Report on Form 10-KSB for
the fiscal year ended October 31, 1995 (the "1995 Form 10-KSB").
The Commission's Division of Enforcement advised the Company further that it is
considering recommending that the Commission institute enforcement action, which
could include civil penalties, against the Company for violations of the
reporting requirements of Section 13(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules thereunder. Pursuant to the
Exchange Act, the amount of the penalty shall be determined by the court in
light of the facts and circumstances; however, for each violation, the amount of
the penalty, with regard to a company, cannot exceed the greater of $50,000 or
the gross amount of pecuniary gain to the Company as a result of any violation.
The Exchange Act provides for substantially greater maximum penalties in the
event the violation involved fraud, deceit, manipulation, or deliberate or
Part I, Item 2. Page 9 of 14
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COMPUFLIGHT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SIX MONTHS ENDED APRIL 30, 1996
- --------------------------------------------------------------------------------
reckless disregard of a regulatory requirement and/or such violation directly or
indirectly resulted in substantial losses or created a significant risk of
substantial losses to other persons.
The Company filed its 1994 Form 10-KSB on March 22, 1996. Furthermore, the
Forms 10-QSB for the fiscal periods ended January 31, 1995, April 30, 1995 and
July 31, 1995 were filed on April 9, 1996, April 24, 1996 and April 25, 1996,
respectively, the 1995 Form 10-KSB was filed on July 5, 1996 and the Form 10-QSB
for the quarter ended January 31, 1996 was filed on July 9, 1996.
The Company, in its latest correspondence with the Commission, dated July 5,
1996, had indicated that it intended to file its Form 10-QSB for the fiscal
quarter ended April 30, 1996 on or before July 11, 1996. No assurances can be
given that, notwithstanding the filing of this Form 10-QSB for the fiscal
quarter ended April 30, 1996, the Commission will not seek to recover civil
penalties from the Company with regard to such delinquent report or the other
previously filed reports by the Company. Any such action taken by the Commission
could have a material adverse effect on the Company's financial position,
liquidity and results of operations. As the Company cannot presently predict,
with any certainty, the ultimate outcome of this matter, no amounts have been
provided for in the accompanying consolidated financial statements.
PLAN OF OPERATION
The Company believes that its existing working capital is insufficient to
finance its research and development, marketing and customer service programs.
During the six months ended April 30, 1996, Management has expended
considerable resources in its efforts to ensure compliance with the
regulatory requirements of the Securities and Exchange Commission (the
"Commission"). With the filing of this Form 10-QSB for the quarter ended
April 30, 1996, the Company will have addressed its outstanding filings and
will have implemented a completely integrated accounting and cost control
system to maintain compliance with the Commission's filing requirements and
allow for timely reporting to the Company's stockholders.
The Company has now commenced a review of the existing lines of businesses
and categories of expenses to fully integrate Support and Compuflight. As
part of this process, Management will review current costs in order to
prepare and present recommendations to the Board of Directors before the end
of fiscal 1996.
CASH MANAGEMENT
The Company is presently in the process of consolidating the cash management
functions of Compuflight and Support in an effort to maximize foreign
exchange gains, improve internal financing capability and reduce the level of
manpower associated with the current cash management process.
Part I, Item 2. Page 10 of 14
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COMPUFLIGHT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SIX MONTHS ENDED APRIL 30, 1996
- --------------------------------------------------------------------------------
SOFTWARE CONTRACT CLAIM
On January 31, 1991, the Company was awarded a fixed price subcontract with
Harris Corporation ("Harris") for the development of flight planning software,
training and related documentation for the United States Air Force ("Air
Force"). The total fixed price for the 24 month subcontract was $2,168,268. As
of October 31, 1993, the full fixed price subcontract had been billed and
collected. During the course of the contract, Harris and the Company undertook
additional work effort requested by the Air Force, which Harris and the Company
considered beyond the scope of the statement of work of the fixed price
contract. In January 1995, the Company filed with Harris claims aggregating
$736,687 for services which the Company considered beyond the scope of the
subcontract.
Harris subsequently advised the Company that a portion of the Company's claim
($612,000) together with Harris' separate claim has been submitted to the Air
Force and that Harris will pay the Company's revised claim on a proportionate
basis, to the extent it receives payments from the Air Force.
By letter dated June 12, 1996, Harris advised the Company that the Air Force's
technical, contracts and legal departments have been conducting an evaluation of
the Request for Equitable Adjustment (REA) submitted by Harris to the Air Force
on December 15, 1995. Harris' letter indicates that all of these evaluations
were scheduled to be completed by June 30, 1996 and that the Air Force should
commence negotiations regarding the outstanding claim within thirty days
following the review completion.
No assurances can be given that Harris will be successful in obtaining any
amounts from the Air Force or that the Company will be successful in collecting
any amounts from Harris. The Company is continuing to pursue its claims against
Harris. Such claims have not been accounted for in the determination of
estimated earnings on the Harris subcontract and will be recognized only when
and if realized.
The Company is required to make a prepayment of the promissory note due to
Sandata, Inc. (the principal balance of which was $95,652 as of April 30, 1996
and which comprises a portion of "Due to Related Parties") to the extent of 75%
of all monies received from Harris. Such prepayment is to be applied to the
last amounts due under the Note.
SCIENTIFIC RESEARCH AND EXPERIMENTAL DEVELOPMENT TAX CREDITS
Support has claimed investment tax credits under the Canadian Scientific
Research and Experimental Development ("SR&ED") Program ($574,257 as of April
30, 1996), although it is not anticipated that payment of the refundable credits
will occur during the fiscal year ended October 31, 1996. The delay in Revenue
Canada's processing of SR&ED claims is due to a large volume of claims filed
prior to September 14, 1994. This final filing date established by the Canadian
Minister of Finance
Part I, Item 2. Page 11 of 14
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COMPUFLIGHT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SIX MONTHS ENDED APRIL 30, 1996
- --------------------------------------------------------------------------------
for any prior year claims created a backlog of several thousand claims and a
waiting period of twelve to eighteen months from the date of submission.
PURSUIT OF EXTERNAL FINANCING
While the plans noted above should result in an increased cash flow from
operations, the Company may require additional external funding to completely
achieve its objectives and intends to seek such from various sources,
including debt or equity offerings when and if such financing is available to
the Company. No assurance can be given that any required financing will be
available on commercially reasonable terms or otherwise. In addition, no
assurances can be given that the Company's Plan of Operation as set forth
above will be successful (whether due to a lack of required financing or
otherwise).
Part I, Item 2. Page 12 of 14
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COMPUFLIGHT, INC. AND SUBSIDIARIES
OTHER INFORMATION
SIX MONTHS ENDED APRIL 30, 1996
- --------------------------------------------------------------------------------
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
3(A) Certificate of Incorporation and amendments thereto
including Certificate of Ownership and Merger (1)
3(B) By-Laws (2)
27 Financial Data Schedule
(b) Reports on Form 8-K
None
- --------------------------------------------------------------------------------
(1) Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the fiscal year ended October 31, 1994 (File No. 0-15362).
(2) Incorporated by reference to the Company's Registration Statement on Form
S-18 (Registration No. 2-93714-NY).
Part II Page 13 of 14
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COMPUFLIGHT, INC. AND SUBSIDIARIES
SIX MONTHS ENDED APRIL 30, 1996
- --------------------------------------------------------------------------------
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.
COMPUFLIGHT, INC.
-----------------------------------
(Registrant)
Date: July 15, 1996 By: /s/ Russell K. Thal
------------------------- -------------------------------
Chairman of the Board
Date: July 15, 1996 By: /s/ Duncan Macdonald
------------------------- -------------------------------
Chief Executive Officer
and Chief Financial Officer
Page 14 of 14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> APR-30-1996
<CASH> 55,392
<SECURITIES> 0
<RECEIVABLES> 413,841
<ALLOWANCES> 20,900
<INVENTORY> 0
<CURRENT-ASSETS> 608,403
<PP&E> 745,785
<DEPRECIATION> 433,416
<TOTAL-ASSETS> 1,684,699
<CURRENT-LIABILITIES> 996,990
<BONDS> 0
0
0
<COMMON> 1,702
<OTHER-SE> 326,526
<TOTAL-LIABILITY-AND-EQUITY> 1,684,699
<SALES> 0
<TOTAL-REVENUES> 1,696,420
<CGS> 0
<TOTAL-COSTS> 1,772,676
<OTHER-EXPENSES> (154,215)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 47,200
<INCOME-PRETAX> 30,759
<INCOME-TAX> 0
<INCOME-CONTINUING> 30,759
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,759
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0
</TABLE>
