UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _________________
Commission File Number 0-15379
POWER-CELL, INC.
Exact name of Registrant as specified in its charter
Colorado 84-1029701
- ---------------------- ----------------------------------
State of Incorporation IRS Employer Identification Number
600 Preston Forest Center
Box 200
Dallas, Texas 75230
214/692-9921
Address and telephone number of principal executive offices
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 filing requirements
for the past 90 days.
Yes X No
The number of shares of common stock of the Registrant outstanding at December
31, 1998 was 6,419,540.
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<CAPTION>
POWER-CELL, INC.
INDEX
Part I Financial Information PAGE
---------------------
<S> <C>
Balance sheet - December 31, 1998 (unaudited) 3
Unaudited condensed statements of operations - three and six month
periods ended December 31, 1998 and 1997 and the period from
January 21, 1987 (date of incorporation) to December 31, 1998 4
Unaudited condensed statements of cash flows - six months ended
December 31, 1998 and 1997 and the period from
January 21, 1987 (date of incorporation) to December 31, 1998 5
Note to condensed financial statements 6
Management's discussion and analysis of financial condition and
results of operations 7
Part II Signature Page 9
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2
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POWER-CELL, INC.
(a development stage enterprise)
BALANCE SHEET
(Unaudited)
December 31,
1998
------------
ASSET
-----
CURRENT ASSETS - Cash $ 0
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
CURRENT LIABILITIES - Accounts payable and accrued expenses $ 31,698
STOCKHOLDERS' DEFICIT:
Common stock, par value $.0001 per share, 750,000,000 shares
authorized; 6,419,540 shares issued and outstanding 642
Additional paid-in capital 1,570,888
Deficit accumulated in the development stage (1,603,228)
-----------
Total Stockholders' Deficit (31,698)
-----------
Total Liabilities and Stockholders' Deficit $ 0
===========
See accompanying note to financial statements.
3
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<CAPTION>
POWER-CELL, INC.
(a development stage enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Six Months For the Period From
Ended Ended January 21, 1987 (Date
December 31, December 31, of Incorporation) to
1998 1997 1998 1997 December 31, 1998
---- ---- ----- ---- ----------------------
<S> <C> <C> <C> <C> <C>
REVENUE -
Interest and other income $ -- $ -- $ -- $ -- $ 176,724
EXPENSES:
Product development -- -- -- -- 225,478
General and administrative 3,705 10,736 6,844 13,826 1,509,981
Interest -- -- -- -- 32,706
Impairment of investment -- -- -- -- 11,787
----------- ----------- ----------- ----------- -----------
Total expenses 3,705 10,736 6,844 13,826 1,779,952
----------- ----------- ----------- ----------- -----------
NET LOSS $ (3,705) $ (10,736) $ (6,844) $ (13,826) $(1,603,228)
=========== =========== =========== =========== ===========
</TABLE>
See accompanying note to financial statements.
4
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<TABLE>
<CAPTION>
POWER-CELL, INC.
(a development stage enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Period from
January 21, 1987
Six Months Ended (Date of Incorporation)
December 31, to
1998 1997 December 31,1998
------------ ------------ --------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (6,844) $ (13,826) $(1,603,228)
Adjustments to reconcile net loss to
net cash used in operating activities:
Amortization and depreciation -- -- 24,644
Issuance of stock options for services -- -- 24,094
Loss on theft of equipment -- -- 741
Impairment of investment in Partnership -- -- 11,787
Expenses paid by stockholder 1,977 12,439 17,916
Changes in operating asset and liabilities:
Other assets -- -- (16,400)
Accounts payable and accrued expenses 3,750 587 31,698
----------- ----------- -----------
NET CASH USED IN OPERATING
ACTIVITIES (1,117) (800) (1,508,748)
----------- ----------- -----------
INVESTING ACTIVITIES:
Purchase of office equipment -- -- (8,985)
Investment in limited partnership -- -- (31,787)
----------- ----------- -----------
NET CASH USED IN INVESTING
ACTIVITIES -- -- (40,772)
FINANCING ACTIVITIES:
Advance received -- -- 20,000
Issuance of common stock and exercise of
warrants -- -- 1,533,020
Stock issuance costs -- -- (3,500)
----------- ----------- -----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES -- -- 1,549,520
----------- ----------- -----------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (1,117) (800) --
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 1,117 942 --
----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ -- $ 142 $ --
=========== =========== ===========
</TABLE>
See accompanying note to financial statements.
5
<PAGE>
POWER-CELL, INC.
(a development stage enterprise)
NOTE TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
----------------------
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed and omitted pursuant to such
rules and regulations, although management believes the disclosures are
adequate to make the information presented not misleading. These interim
financial statements should be read in conjunction with the Company's
annual report and most recent financial statements included in its report
on Form 10-KSB for the year ended June 30, 1998 filed with the Securities
Exchange Commission.
The interim financial information included herein is unaudited; however,
such information reflects all the adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management, necessary
for a fair statement of results of operations and cash flows for the
interim periods. The results of operations for the six months ended
December 31, 1998 are not necessarily indicative of the results to be
expected for the full year.
6
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations Liquidity and Capital Resources
---------------------------------------------------------------------------
On October 21, 1992, the Company entered into a limited partnership
agreement with several other limited partners and a sole general partner to
provide for management, funding, manufacturing and marketing of the Power
Cell reserve battery unit on a worldwide basis. The Company initially owned
an 11% interest in the limited partnership, which may increase or decrease
due to the occurrence of certain events. The interest decreased to 7.35%
during fiscal 1996 due to the addition of outside investors, resulting in a
pro rata dilution. In addition, a separate license royalty agreement
between the Company and the limited partnership provides that the Company
will receive royalty payments on all Power Cell units produced and sold in
the United States and its territories. Royalty payments on international
sales of Power Cell units will be paid to individual international rights
holders, or their designees, some of which are affiliates of the Company,
and all of which are limited partners in the partnership, as follows:
one-third (33 1/3%) to J. C. Rambin; one-third (33 1/3%) to Rudy Marich;
one-third to Howard Farkas (75% of 1/3) and Burt Kanter (25% of 1/3). These
royalty payments will be due and payable when, and if, royalty funds are
received.
The contract agreement has no provision for direct funding of Power-Cell,
Inc. Its earnings, if any, will be derived from an interest in the limited
partnership together with royalties, if any, from the license royalty
agreement.
On July 1, 1996, Reserve Battery Cell, L.P. (Reserve Battery) announced
initial market release in select cities of the Power Cell Reserve Battery
unit. According to Reserve Battery, the product will plug into a cigarette
lighter or attach directly to battery terminals and recharge a battery even
in extreme weather conditions (-10 degrees F to 100 degrees F) in a matter
of minutes. Also, these small units can be stored for years, do not need to
be recharged and never lose their power prior to activation. The Power Cell
has the strength to recharge a battery more than once for a few weeks after
it has been activated. It is a powerful 5 amp Hour battery and, with the
additional purchase of a Power Inverter, will operate small household and
other electronic appliances for hours during a power outage or emergency
situation.
Power-Cell, Inc. has received information from Reserve Battery that, as of
June 30, 1996, funds in excess of $4,288,000 had been expended on product
development, capital equipment, operating capital, and marketing
activities.
The Company has been informed by Reserve Battery, Inc. that all marketing
and operations activities have ceased as a result of its inability to
source sufficient capital to sustain operations.
Power-Cell, Inc. and Park Pharmacy, Inc. jointly announced the signing of a
letter of intent for Power-Cell, Inc. to acquire 100% of Park Pharmacy,
Inc. in exchange for 80% of the then outstanding shares of Power-Cell, Inc.
in a tax free exchange. The parties will enter into a definitive agreement
as soon as possible and submit it to the shareholders of Power-Cell, Inc.
for approval. The shareholders will also be asked to vote for a new board
of directors who will be designated by Park Pharmacy.
Park Pharmacy, Inc. is a Dallas, Texas based development stage company that
plans to acquire several independent retail pharmacies and associated home
healthcare facilities. Park Pharmacy was established in June 1998 to
acquire independent pharmacies that have a demonstrated history of
profitability. In addition to prescription drugs and general merchandise,
the pharmacies will provide the more profitable, higher technical products
such as compounded prescriptions and specialty medications, such as
infusion therapy.
7
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Results of Operations
---------------------
The Company has been engaged in organizational and capital raising
activities since inception through December 31, 1998. It has not incurred
major operational expenditures. The losses incurred since inception
primarily reflect legal, accounting, and administrative expenses associated
with the preparation of the merger documents and registration statement,
product development and arranging for the manufacture of its battery
charger product for test marketing purposes. The Company had a working
capital deficit as of December 31, 1998 of $31,698.
8
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
POWER-CELL, INC.
(Registrant)
Date: February 18, 1999 /s/ James C. Rambin
-------------------------------
James C. Rambin, President
and Principal Financial Officer
9
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<ARTICLE> 5
<LEGEND>
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<CIK> 0000798539
<NAME> Power-Cell, Inc.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
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<CURRENT-LIABILITIES> 31,698
<BONDS> 0
0
0
<COMMON> 1,571,530
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<INCOME-PRETAX> (6,844)
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<NET-INCOME> (6,844)
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