NAVTECH INC
10QSB, 2000-03-16
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

- --------------------------------------------------------------------------------

                                   FORM 10-QSB

              |X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the Quarterly Period Ended January 31, 2000


              |_|  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 0-15362

                                  NAVTECH, INC.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)



          Delaware                                               11-2883366
- -------------------------------                           ----------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)



                  2340 Garden Road, Monterey, California 93940
               --------------------------------------------------
               (Address of principal executive office) (Zip Code)



       Registrant's telephone number, including area code: (519) 747-9883

- --------------------------------------------------------------------------------


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 |_|


The number of shares outstanding of the issuer's common stock as of February 29,
2000 was 2,001,980 shares.


================================================================================



<PAGE>



                                  NAVTECH, INC.

                                   FORM 10-QSB

                     For the Quarter Ended January 31, 2000

                                      INDEX


Part I.  Financial Information

  Item 1.  Financial Statements                                             Page

           a)  Consolidated Statements of Operations (Unaudited)
               for the Three Months Ended January 31, 2000 and 1999......... 1

           b)  Consolidated Balance Sheet (Unaudited)
               as of January 31, 2000....................................... 2

           c)  Consolidated Condensed Statements of Cash Flow (Unaudited)
               for the Three Months Ended January 31, 2000 and 1999......... 3

           d)  Notes to Consolidated Financial Statements................... 4

  Item 2.  Management's Discussion and Analysis
           or Plan of Operation............................................. 7


Part II.  Other Information

  Item 4.  Submission of Matters to a Vote of Security Holders............. 11

  Item 6.  Exhibits and Reports on Form 8-K................................ 12


Signatures................................................................. 13






<PAGE>

                          Part I. Financial Information
Item 1.  Consolidated Financial Statements

NAVTECH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                         <C>                <C>
                                                                                                           Three Months Ended
                                                                                                               January 31
                                                                                                       2000              1999
- ------------------------------------------------------------------------------------------------------------------------------
Revenue
  Service fees                                                                                   $1,365,697        $1,079,328
  Hardware, software and license sales                                                              610,095                 -
- ------------------------------------------------------------------------------------------------------------------------------
    Total revenue                                                                                 1,975,792         1,079,328
- ------------------------------------------------------------------------------------------------------------------------------
Costs and Expenses
  Operating                                                                                       1,168,972           901,049
  Research and development, net of Investment Tax Credits                                             3,540             5,701
  Selling, general and administrative                                                               427,320           216,122
  Depreciation and amortization                                                                      25,499            20,475
- ------------------------------------------------------------------------------------------------------------------------------
    Total costs and expenses                                                                      1,625,331         1,143,347
- ------------------------------------------------------------------------------------------------------------------------------
Operating income (loss)                                                                             350,461           (64,019)
Other income (expense)
  Interest income                                                                                    15,817            12,548
  Interest expense - related parties                                                                (27,243)          (11,513)
  Interest expense - other                                                                          (43,983)          (71,430)
  Provision for bad debt - related party                                                            (18,921)          (57,112)
  Realized foreign exchange loss                                                                    (20,062)          (18,482)
- ------------------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes                                                                   256,069          (210,008)
Provision for income taxes                                                                          136,000                 -
- ------------------------------------------------------------------------------------------------------------------------------
Net earnings (loss)                                                                                $120,069         ($210,008)
- ------------------------------------------------------------------------------------------------------------------------------

Earnings per share:
  Basic                                                                                               $0.06           ($ 0.10)
- ------------------------------------------------------------------------------------------------------------------------------
  Diluted                                                                                             $0.06           ($ 0.10)
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                             See accompanying notes.

                                     PAGE 1
<PAGE>


NAVTECH, INC.

CONSOLIDATED BALANCE SHEET
(Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                            <C>
                                                                                                                    January 31
                                                                                                                        2000
- ------------------------------------------------------------------------------------------------------------------------------
Assets
Current assets:
  Cash and cash equivalents                                                                                          $ 48,098
  Accounts receivable, net of allowance for doubtful accounts of $266,371                                             754,242
  Prepaid expenses and other                                                                                           41,799
- ------------------------------------------------------------------------------------------------------------------------------
    Total current assets                                                                                              844,139
Investment tax credits receivable, net of allowance                                                                   207,951
Fixed assets, net                                                                                                     348,401
Due from related party                                                                                                325,648
Other assets                                                                                                          119,642
- ------------------------------------------------------------------------------------------------------------------------------
      Total assets                                                                                                 $1,845,781
- ------------------------------------------------------------------------------------------------------------------------------

Liabilities and shareholders' deficiency Current liabilities:
  Accounts payable and accrued liabilities                                                                         $1,229,187
  Note payable - factoring                                                                                            258,692
  Income taxes payable                                                                                                136,000
  Due to related parties - current portion                                                                            272,098
  Long term debt - current portion                                                                                    138,587
  Deferred lease inducements - current portion                                                                         15,033
- ------------------------------------------------------------------------------------------------------------------------------
    Total current liabilities                                                                                       2,049,597
Due to related parties                                                                                                466,638
Long term debt                                                                                                         28,530
Deferred lease inducements                                                                                             86,437
Minority interests                                                                                                    247,666
- ------------------------------------------------------------------------------------------------------------------------------
    Total liabilities                                                                                               2,878,868
- ------------------------------------------------------------------------------------------------------------------------------
Commitments and contingencies
Shareholders' deficiency
  Capital stock, par value $.001 per share, authorized 10,000,000
    shares; issued and outstanding 2,001,980 shares                                                                     2,002
  Additional paid-in capital                                                                                        1,680,445
  Accumulated other comprehensive income                                                                               47,141
  Accumulated deficit                                                                                              (2,762,675)
- ------------------------------------------------------------------------------------------------------------------------------
    Total shareholders' deficiency                                                                                 (1,033,087)
- ------------------------------------------------------------------------------------------------------------------------------
      Total liabilities and shareholders' deficiency                                                               $1,845,781
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                             See accompanying notes.

                                     PAGE 2
<PAGE>


NAVTECH, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
(Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                   <C>               <C>
                                                                                                 Three Months Ended
                                                                                                      January 31
                                                                                                2000               1999
- ------------------------------------------------------------------------------------------------------------------------
Operations
  Net income (loss)                                                                        $ 120,069          ($210,008)
  Depreciation and amortization                                                               25,499             20,475
  Provision for uncollectable accounts                                                        75,032              2,891
  Provision for bad debt - related party                                                      18,921             57,112
  Decrease in operating assets - net                                                         204,546            120,843
  Increase (decrease) in operating liabilities - net                                        (244,670)           174,269
- ------------------------------------------------------------------------------------------------------------------------
    Net cash from operating activities                                                       199,397            165,582
- ------------------------------------------------------------------------------------------------------------------------
Financing
  Cash overdraft                                                                                   -            (35,127)
  Payment of long term debt                                                                  (79,841)           (29,001)
  Payment of notes                                                                           (14,466)           (27,866)
- ------------------------------------------------------------------------------------------------------------------------
    Net cash used in financing activities                                                    (94,307)           (91,994)
- ------------------------------------------------------------------------------------------------------------------------
Investing
  Purchase of fixed assets                                                                   (25,879)           (23,425)
  Advances to parent company                                                                 (39,802)           (54,123)
- ------------------------------------------------------------------------------------------------------------------------
    Net cash used in investing activities                                                    (65,681)           (77,548)
- ------------------------------------------------------------------------------------------------------------------------
Net change in cash and equivalents                                                            39,409             (3,960)
Effect of exchange rates on cash and equivalents                                               4,185              3,960
Cash and equivalents, beginning of period                                                      4,504                  -
- ------------------------------------------------------------------------------------------------------------------------
Cash and equivalents, end of period                                                         $ 48,098                $ -
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
                             See accompanying notes.

                                     PAGE 3
<PAGE>

NAVTECH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


DESCRIPTION OF BUSINESS AND ORGANIZATION

Navtech,  Inc.  ("Navtech"),  and  subsidiaries,  Navtech  Systems  Support Inc.
("Navtech-Canada"),  Navtech Systems (UK) Limited  ("Navtech-UK")  and Efficient
Aviation   Systems  Inc.   ("EAS")  (herein  referred  to  collectively  as  the
"Company"), are engaged in the business of developing, marketing, licensing, and
supporting  computerized flight operations  management systems to the commercial
aviation industry.  Navtech was originally incorporated in the State of New York
in 1981 and then reincorporated in the State of Delaware in 1987.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  consolidated  balance  sheet as of January 31, 2000,  and the  consolidated
statements of operations and consolidated condensed statements of cash flows for
the three  months  ended  January 31, 2000 and 1999,  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 at January 31,
2000, and for all periods presented, have been made.

The consolidated  financial  statements  include the accounts of Navtech and its
wholly  owned  subsidiaries,  Navtech-Canada,  Navtech-UK  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, 1999. Results of operations for the three months ended January
31, 2000 are not  necessarily  indicative of the operating  results for the full
year.


COMPREHENSIVE INCOME (LOSS)

The  components  of the  Company's  total  comprehensive  income  (loss) were as
follows:

                                                   Three Months Ended
                                                       January 31
                                                  2000              1999
- --------------------------------------------------------------------------------
Net earnings (loss)                           $120,069         ($210,008)
Currency translation adjustments                (4,034)           (1,984)
- --------------------------------------------------------------------------------
Comprehensive income (loss)                   $116,035         ($211,992)
- --------------------------------------------------------------------------------

                                     PAGE 4
<PAGE>

EARNINGS PER SHARE

Basic earnings per share is computed on the basis of the weighted average number
of common  shares  outstanding.  Diluted  earnings  per share is computed on the
weighted  average  number  of  common  shares  outstanding  plus the  effect  of
outstanding stock options using the "treasury stock" method.

The components of basic and diluted earnings per share were as follows:

EARNINGS PER SHARE
(Unaudited)
- --------------------------------------------------------------------------------
                                                           Three Months Ended
                                                              January 31
                                                       2000              1999
- --------------------------------------------------------------------------------
Net earnings (loss) (A)                              $120,069         ($210,008)
- --------------------------------------------------------------------------------
Average outstanding shares of common stock (B)      2,001,980         2,001,980
Dilutive effect of:
  Stock options                                             9                 -
- --------------------------------------------------------------------------------
Common stock and common stock equivalents (C)       2,001,989         2,001,980
- --------------------------------------------------------------------------------
Earnings per share:
  Basic (A/B)                                           $0.06           ($ 0.10)
- --------------------------------------------------------------------------------
  Diluted (A/C)                                         $0.06           ($ 0.10)
- --------------------------------------------------------------------------------

Options to purchase  979,265 and 426,376  shares of the  Company's  common stock
have been excluded from the  computation  of diluted  earnings per share in 2000
and 1999, respectively, as their inclusion would be anti-dilutive.

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

On September 13, 1999, the Company  received a demand from the attorneys for the
Chapter 11  Creditors  Committee  of Southern  Air  Transport,  Inc. for alleged
preferential  payments of $88,850 made to  Navtech-Canada  within 90 days of the
filing of the bankruptcy  petition of the Debtor in the United States Bankruptcy
Court for the  Southern  District of Ohio on October 1, 1998.  The Company is of
the view that the payments received were for  contemporaneous  consideration and
were therefore not  preferential  payments.  The Company has further  determined
that the matter is still under  review and no  adversary  proceedings  have been
launched as of February 29, 2000. At this time no  determination of the eventual
outcome of potential  loss can be made, and  accordingly,  no provision for this
matter has been provided for in the accompanying financial statements.

The  Company  is  subject  to  various  other  legal  proceedings,   claims  and
liabilities  which arise in the ordinary course of its business.  In the opinion
of  management,  the  amount of any  ultimate  liability  with  respect to these
actions will not have a material  adverse  effect on the Company's  consolidated
results of operations, cash flow or financial position.

                                     PAGE 5
<PAGE>


Compensation Agreements

The Company has entered into a retirement agreement (the "Retirement Agreement")
with a Director and former  Chairman of the Company dated August 5, 1999,  which
provides for,  among other things,  the payment of 96  consecutive  semi-monthly
payments of $6,250 (as evidenced by a non-interest bearing note in the amount of
$600,000) commencing November 25, 1999 for services rendered for the period from
November 1996 through  October 1999. The Company has provided for  approximately
$450,000  relating  to the net  present  value of the  services  provided by the
Director and former Chairman during fiscal 1999, 1998 and 1997.  Pursuant to the
Retirement  Agreement,  the Company  also agreed to  reimburse  the Director and
former Chairman for expenses incurred in the amount of $60,594 (payable over the
period August 1999 to May 2000) and to obtain a declining balance life insurance
policy on the Director and former Chairman  commencing with coverage at $600,000
and  declining at a rate of $150,000  per year,  the proceeds of which are to be
used to prepay to the  Chairman's  estate any remaining  portion of the $600,000
originally  due. All amounts due are evidenced by promissory  notes that contain
acceleration provisions in the event of, among other things, default in payment.

COMPARATIVE AMOUNTS

During the  fourth  quarter  of fiscal  1999,  the  Company  took an  additional
allowance  against  amounts  owed by a related  party in the amount of $316,453,
portions  of which  amount  should  have been  provided  for during  each of the
quarters in fiscal 1999. The comparative statements of operations and cash flows
have been  restated  to reflect  an  allowance  of $57,112  related to the three
months ended January 31, 1999.

ACQUISITION OF NAVTECH (UK) LIMITED

On  October  1, 1999,  the  Company,  through  its  subsidiary,  Navtech-Canada,
acquired all of the outstanding  shares of Skyplan  Services (UK) Limited for an
aggregate cost of $150,000.  The purchase agreement  contained a covenant not to
solicit the former employees or customers for a period of two years.  Subsequent
to the  acquisition,  the name of the UK company  was  changed  to Navtech  (UK)
Limited.

The Company  accounted for the acquisition as a purchase,  and as such, the fair
values of the assets acquired and liabilities  assumed have been recorded on the
date of acquisition.  The excess of the consideration paid and the related costs
of  acquisition  over  the  estimated  fair  value of the net  assets  acquired,
totaling  $108,000,  has been  recorded as goodwill and is being  amortized on a
straight-line basis over ten years.

The historical  operating results include only those of Navtech,  Navtech-Canada
and EAS and Navtech-UK's operating results have been included from the effective
date of the acquisition (October 1, 1999). Presented below are the unaudited pro
forma condensed  operating  results for the three months ended January 31, 1999,
as if the transaction had been consummated on November 1, 1998.

                           Revenue                   $ 1,150,282

                           Net loss                    ($239,353)

                           Loss per share - basic         ($0.12)

                                     PAGE 6
<PAGE>


NAVTECH, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


Item 2.  Management's Discussion and Analysis or Plan of Operation

FORWARD-LOOKING STATEMENTS

This  section  and  other  parts of this  Form  10-QSB  contain  forward-looking
statements that involve risks and  uncertainties.  The Company's  actual results
may differ  significantly  from the  results  discussed  in the  forward-looking
statements.  The following  discussion  should be read in  conjunction  with the
financial statements and notes thereto included in Item 1 of Part I of this Form
10-QSB. All financial information is based on the Company's fiscal calendar.


RESULTS OF OPERATIONS

Revenue

Revenue  from service  fees was  approximately  $1.4 million in the three months
ended January 31, 2000 as compared with approximately $1.1 million for the three
months  ended   January  31,  1999,  an  increase  of   approximately   27%,  or
approximately  $286,000.  This  increase is primarily due to an increase in fees
from existing  customers of approximately  $161,000 and an increase in fees from
new customers of approximately $264,000. These increases were offset by the loss
of revenue of  approximately  $198,000 from  one-time  customers in 1999 and the
loss in fees of  approximately  $71,000 from customers who ceased  operations in
prior quarters.  Navtech-UK  generated revenue of approximately  $130,000 in the
three months ended January 31, 2000.

Revenue from software,  hardware and license sales was approximately $610,000 in
the three months  ended  January 31, 2000 as compared to no revenue in the three
months ended  January 31,  1999.  During the year ended  October 31,  1999,  the
Company  commenced  installation  of a flight  planning  system,  along with the
development of certain  customer-requested  enhancements,  for Universal Weather
and  Aviation,  Inc., a major  aviation  services  provider  based in the United
States. The installation and customer acceptance were completed during the three
months ended January 31, 2000,  and  accordingly,  in accordance  with generally
accepted accounting  principles,  the revenue has been included in this quarter.
All amounts payable by the customer for the delivery of the system were received
prior to the completion of this quarter. This contract represents  approximately
$580,000  of the total  increase,  the rest being  made up of  smaller  hardware
sales.

Costs and expenses

Operating  expenses increased  approximately 29% or approximately  $268,000 from
approximately   $900,000  for  the  three  months  ended  January  31,  1999  to
approximately  $1.2 million for the three months  ended  January 31, 2000.  This
change is  primarily  attributable  to an increase in salaries  and  benefits of
approximately  $184,000,  an increase in  communications  costs of approximately
$49,000 as well as net increases in other  operating  expenses of  approximately
$35,000.  The increase in salaries and benefits is  reflective  of the hiring of
additional senior management staff in both Monterey and Waterloo, as well as the
inclusion of approximately  $93,000 in costs related to Navtech-UK.  In addition
to the impact on salaries  and  benefits,  Navtech-UK  also added  approximately
$46,000 in operating expenses.

Net research and development  expenditures decreased approximately $2,000 during
the three months ended January 31, 2000 over the same period in fiscal 1999. The
Company has claimed scientific research and experimental  development credits of
approximately  $10,000 in the three months ended January 31, 2000 as compared to
approximately $12,000 for the three months ended January 31, 1999.

                                     PAGE 7
<PAGE>

Selling,  general and administrative  expenses  increased  approximately 98%, or
approximately  $211,000,  from approximately $216,000 for the three months ended
January 31, 1999 to  approximately  $427,000 for the three months ended  January
31, 2000. This increase is  attributable to an increase in professional  fees of
approximately   $90,000,   an  increase  in  shareholder   relations   costs  of
approximately  $10,000, an increase in travel costs of approximately $35,000 and
an increase in bad debt expense of approximately $70,000. In addition, there was
a net  increase  in  other  selling,  general  and  administrative  expenses  of
approximately  $6,000. The increase in professional fees relates to increases in
the use of both legal and accounting  advisors in the amendment of the Company's
by-laws,  the  review of the  Company's  stock  option  plan and the  assistance
required to hold the Company's  Annual General  Meeting during the quarter.  The
increase in travel costs is primarily  attributable to increased  travel between
the Company's  three  facilities,  as well as increased  travel for customer and
sales visits in North America.  The increase in bad debt expense  relates to one
customer who has filed for Chapter 11  bankruptcy  protection  subsequent to the
end of the three months ended January 31, 2000.

Other income (expense)

The  Company  recorded  a loss of  approximately  $20,000  on  realized  foreign
exchange transactions for the three months ended January 31, 2000 as compared to
a loss of approximately $18,000 for the same period in 1999. 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.

Provision for Income Taxes

The Company  recorded a  provision  for income  taxes of $136,000  for the three
months ended January 31, 2000. This provision relates to the Company's  Canadian
profitable  operations for which the Company has previously  utilized all of its
net operating and tax credit carryforwards.  The Company's effective tax rate of
53% varies from the statutory U.S. rate due to losses in the U.S. and U.K. where
tax benefits are currently not available to the Company.

Net earnings (loss)

The  unaudited   consolidated  financial  statements  reflect  net  earnings  of
approximately  $120,000 for the three months ended  January 31, 2000 as compared
to a net loss of  approximately  $210,000 for the three months ended January 31,
1999.  The change is primarily  attributable  to the revenue  recognized  on the
successful installation of a system to Universal Weather and Aviation,  Inc., as
offset by increases in both  operating and selling,  general and  administrative
expenses.


Liquidity and Capital Resources

As of January 31, 2000, the Company's  available  funds  consisted of $48,098 in
cash.  At January 31,  2000,  the Company had a working  capital  deficiency  of
$1,206,238 as compared to $1,333,728 as at October 31, 1999.

Cash flows from  operations  accounted  for a net inflow of $199,397,  primarily
based on the net earnings for the quarter, the depreciation adjustment and a net
decrease in operating assets of approximately $205,000. Offsetting these inflows
was a decrease of approximately $245,000 in operating liabilities.

Cash flows from financing activities for the three months ended January 31, 2000
represent a net outflow of $94,307, primarily due to repayment of existing loans
and related party notes.

                                     PAGE 8
<PAGE>

Cash flows from investing activities for the three months ended January 31, 2000
represent  a net  outflow of  $65,681,  primarily  due to the  purchase of fixed
assets and advances to a related party.

As of January 31, 2000, the Company had no significant capital commitments.


PLAN OF OPERATION

The Company's  liquidity at January 31, 2000 was  insufficient to meet operating
requirements. The Company has therefore undertaken the following initiatives and
actions  to reduce  its  working  capital  deficiency  and  alleviate  cash flow
demands:

The Company intends to expand its product line,  leverage its existing  customer
base,  enhance its technology  capabilities and increase its sales and marketing
efforts with a view to increasing revenue and maximizing profitability.  To meet
this objective the management team has initiated a number of programs focused on
increasing the Company's working capital.

Existing Customers

The Company intends to continue leveraging its existing base of customers to add
new revenue through added functionality and product upgrades.

Expanded Sales and Marketing

The Company  currently  utilizes a direct sales approach for both Aurora and its
service bureau  offerings.  The direct channel  provides the Company with direct
feedback  from the  customer and permits the sales force the ability to offer an
appropriate  solution to meet the customer's  requirements.  To increase revenue
the Company must expand the direct sales force in North  America and  compliment
the current sales efforts in the Gatwick office. The Company is also considering
expansion of its  distribution  strategy to include  channel  marketing  through
strategic  alliances  in order to pursue new market  segments.  The  Company has
entered  into an Agreement  with an  International  Marketing  and Sales firm to
begin  exploiting  opportunities  in Europe,  Asia, South America and the Middle
East.

Trade Creditors

The Company's objective is to be current with all of its trade creditors.  As an
interim step,  the Company has  renegotiated  payment terms with several  larger
trade creditors  including its key suppliers of communication  services and with
federal tax authorities. The Company is continuing to actively pursue additional
extensions and / or equity conversions with its creditors.

Renegotiation of Demand Loans

During the past year, the Company has been  successful in  renegotiating  two of
its demand loans, resulting in payment terms that reflect reduced interest rates
and fixed payment dates. The management team will continue to pursue discussions
with its lenders on the possible conversion of further debt.

                                     PAGE 9
<PAGE>

Summary

The benefits of these  projects  have been  immediate;  however the Company will
require additional funding to achieve its stated plans and objectives.  As such,
various  financing  sources,   including  debt  or  equity  offerings,  will  be
investigated  when  and if  such  financing  is  available  to the  Company.  No
assurances  can be given that any  required  financing  will be  available  with
commercially  reasonable terms or otherwise.  In addition,  no assurances can be
given that the  Company's  activities,  as set forth above,  will be  successful
whether due to lack of required financing or otherwise.

                                     PAGE 10

<PAGE>

                           Part II. Other Information

Item 4.      Submission of Matters to a Vote of Security Holders:

At the Annual  Meeting of  Shareholders  held on January 14, 2000, the following
proposals were adopted (with the number of votes cast for,  against or withheld,
as well as the number of  abstentions  and broker  non-votes,  as to each matter
indicated):
<TABLE>
<S>   <C>                        <C>                       <C>                     <C>
1. To elect a Board of  Directors  to hold  office  until their  successors  are
elected or qualified.

                                                FOR           WITHHELD
         Dorothy A. English                 1,675,390              4,413
         Duncan Macdonald                   1,675,390              4,413
         Denis L. Metherell                 1,675,065              4,438
         Kenneth M. Snyder                  1,675,390              4,413
         Russell K. Thal                    1,675,065              4,438

2. To change the name of the Company to "Navtech, Inc."

               FOR                      AGAINST                    ABSTAIN               BROKER NON-VOTE
            1,677,399                    1,480                       984                        0


3. To  increase  the  number of  authorized  Common  Shares  from  2,500,000  to
10,000,000.

               FOR                      AGAINST                    ABSTAIN               BROKER NON-VOTE
            1,673,675                    4,936                      1,192                       0


4. To decrease the number of  authorized  Preferred  Shares from  10,000,000  to
2,000,000.

               FOR                      AGAINST                    ABSTAIN               BROKER NON-VOTE
            1,639,492                    2,461                      1,309                     36,571


5. To adopt the Company's 1999 Stock Option Plan.

               FOR                      AGAINST                    ABSTAIN               BROKER NON-VOTE
            1,638,134                    3,976                      1,122                     36,571


6. To require unanimous,  rather than majority,  written consent of shareholders
in lieu of a meeting under certain circumstances.

               FOR                      AGAINST                    ABSTAIN               BROKER NON-VOTE
            1,638,621                    3,708                       903                      36,571


7. To adopt amended and restated By-Laws of the Company.
               FOR                      AGAINST                    ABSTAIN               BROKER NON-VOTE
            1,639,573                    2,451                      1,208                     36,571
</TABLE>

Following such stockholder  approval,  the Company changed its trading symbol to
"NAVH".

                                     PAGE 11
<PAGE>


Item 6.      Exhibits and Reports on Form 8-K:

(a)    Exhibits

       3(A)   Certificate  of  Amendment  of the  Certificate  of  Incorporation
              providing  for  the   elimination  of  the  Series  A  Convertible
              Cumulative Preferred Stock (1)

       3(B)   Certificate of Amendment of the Certificate of Incorporation filed
              January 14, 2000 (1)

       3(C)   Certificate  of  Incorporation  and amendments  thereto  including
              Certificate of Ownership and Merger prior to filing the amendments
              above (2)

       3(D)   By-Laws (1)

       27. Financial Data Schedule

(b)    Reports on Form 8-K

       The Company filed no reports on Form 8-K during the quarter ended January
31, 2000.

Items 1,2, 3 and 5 are not applicable and have been omitted.


(1)  The Company  hereby  incorporates  the  footnoted  Exhibit by  reference in
     accordance  with Rule 12b-32,  as such Exhibit was  originally  filed as an
     Exhibit  to the  Company's  Amended  Annual  Report on Form  10-KSB for the
     fiscal year ended October 31, 1999.
(2)  The Company  hereby  incorporates  the  footnoted  Exhibit by  reference in
     accordance  with Rule 12b-32,  as such Exhibit was  originally  filed as an
     Exhibit to the  Company's  Annual Report on Form 10-KSB for the fiscal year
     ended October 31, 1994.

                                     PAGE 12


<PAGE>



                                   Signatures

Pursuant to the  requirements  of the Exchange Act, the  registrant  caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.


                                                     Navtech, Inc.


Date:  March 15, 2000
                                   By:  /s/   Duncan Macdonald
                                      ------------------------------------------
                                      Duncan Macdonald
                                      Chairman of the Board and
                                      Chief Executive Officer


                                   By:  /s/   David Strucke
                                      ------------------------------------------
                                      David Strucke
                                      Chief Financial Officer
                                     (Principal Financial and Accounting Officer
                                      and Duly Authorized Officer)


                                     PAGE 13


<TABLE> <S> <C>


<ARTICLE>                     5


<S>                                         <C>
<PERIOD-TYPE>                                  3-Mos
<FISCAL-YEAR-END>                              Oct-31-2000
<PERIOD-START>                                 Nov-01-1999
<PERIOD-END>                                   Jan-31-2000
<CASH>                                         48,098
<SECURITIES>                                   0
<RECEIVABLES>                                  1,020,613
<ALLOWANCES>                                   266,371
<INVENTORY>                                    0
<CURRENT-ASSETS>                               844,139
<PP&E>                                         1,260,674
<DEPRECIATION>                                 912,273
<TOTAL-ASSETS>                                 1,845,781
<CURRENT-LIABILITIES>                          2,049,597
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       2,002
<OTHER-SE>                                     (1,035,089)
<TOTAL-LIABILITY-AND-EQUITY>                   1,845,781
<SALES>                                        0
<TOTAL-REVENUES>                               1,975,792
<CGS>                                          0
<TOTAL-COSTS>                                  1,625,331
<OTHER-EXPENSES>                               23,166
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             71,226
<INCOME-PRETAX>                                256,069
<INCOME-TAX>                                   136,000
<INCOME-CONTINUING>                            120,069
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   120,069
<EPS-BASIC>                                  0.06
<EPS-DILUTED>                                  0.06




</TABLE>


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