U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended: November 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT
For the transition period from _______________ to _______________
Commission File No.________________________
PHOENIX INTERNATIONAL INDUSTRIES, INC.
---------------------------------------------------------------
Exact name of small business issuer as specified in its charter
FLORIDA 59-2564162
- -------------------------------- ---------------------------------
State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
501 SOUTH DIXIE HIGHWAY, WEST PALM BEACH, FLORIDA 33401
-------------------------------------------------------
(Address of Principal Executive Offices)
(561) 832-5208
------------------------------------------------
(Issuer's telephone number, including area code)
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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: as of March 10, 1998 there were
8,310,028 shares of the issuer's Common Stock, $.001 par value, outstanding.
Transitional Small Business Disclosure Format:
Yes [ ] No [ ]
<PAGE>
PHOENIX INTERNATIONAL INDUSTRIES, INC.
INDEX TO 10-QSB
PAGE
----
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Information
Balance Sheets - November 30, 1996 (unaudited)
and May 31, 1996 2
Statements of Operations for the three months ended
November 30, 1996 and November 30, 1995 (unaudited) 3
Statements of Operations for the six months ended
November 30, 1996 and November 30, 1995 (unaudited)
Statements of Cash Flows for the three months ended
November 30, 1996 and November 30, 1995 (unaudited) 4
Notes to Financial Statements (unaudited) 5
ITEM 2. Management's discussion and Analysis of Financial
Conditions and Results of Operations for the three
months and six months ended November 30, 1996
and November 30, 1995 6
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings 7
ITEM 6 Exhibits and Reports on Form 8-K 7
Signatures 8
<PAGE>
PART I. FINANCIAL STATEMENTS
PHOENIX INTERNATIONAL INDUSTRIES, INC.
(Development Stage Company)
BALANCE SHEESHEET
UNAUDITED
(000's omitted)
<TABLE>
<CAPTION>
NOVEMBER 30, 1996 MAY 31, 1996
----------------- ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 26 $ 0
Notes Receivable 50 30
------- -------
Total current assets 76 30
Net Deferred Tax Asset 968 922
Property & Equipment, net 11 0
Patents and trademarks 1 1
------- -------
$ 1,058 $ 953
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 76 $ 42
Accrued wages 208 83
Notes payable 0 250
------- -------
Total liabilities 284 375
------- -------
Commitments and contingencies 0 0
------- -------
Stockholders' equity
Common stock, $.01 par value, 20,000 authorized
888 Issued and outstanding (888 in 1996) 5 133
Paid in capital 3,693 3,160
Less: Stock subscriptions receivable (76) 0
Accumulated deficit (2,850) (2,715)
------- -------
Total stockholders' equity 772 578
------- -------
$ 1,056 $ 953
======= =======
</TABLE>
See accompanying notes to financial statements
2
<PAGE>
PHOENIX INTERNATIONAL INDUSTRIES, INC.
(Development Stage Company)
STATEMENTS OF OPERATION
UNAUDITED
(000's omitted, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
------------------ ----------------
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues:
Revenue $ 0 $ 0 $ 0 $ 0
------- ------- ------- -------
Expenses:
General and administrative 0 0 0 0
------- ------- ------- -------
Income (loss) before income taxes 0 0 0 0
Income Tax Benefit (Provision) 0 0 0 0
------- ------- ------- -------
Net Income (Loss)continuing operations 0 0 0 0
Discontinued Operations:
Income (Loss) from discontinued operations (96) (1) (181) (132)
Income Tax Benefit (Provision) 24 0 46 33
------- ------- ------- -------
Net Income (loss) $ (72) $ (1) $ (135) $ (99)
======= ======= ======= =======
Income (Loss) per share from:
Continuing Operations 0.00 0.00 0.00 0.00
Discontinued Operations (0.02) 0.00 (0.07) (0.03)
------- ------- ------- -------
$ (0.02) $ 0.00 $ (0.07) $ (0.03)
======= ======= ======= =======
Weighted average number of shares 2,908 3,017 2,908 3,017
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
PHOENIX INTERNATIONAL INDUSTRIES, INC.
(Development Stage Company)
STATEMENTS OF CASH FLOWS
UNAUDITED
(000's omitted, except per share amounts)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
NOVEMBER 30,
----------------------
1996 1995
----- -----
<S> <C> <C>
Cash flows from operating activities
Net income (loss) $ 0 $ 0
Adjustment to reconcile net income (loss)
to net cash (used by) provided by
operating activities:
Depreciation an amortization 0 0
Changes in assets and liabilities
(Increase) Decrease in notes receivable (20) 0
(Increase) Decrease in net deferred tax asset (46) (33)
Increase (Decrease) in accounts payable (34) 29
Increase (Decrease) in accounts accued wages 125 0
Increase (Decrease) in notes payable (250) 0
----- -----
Net cash (used by) provided by operating activities: (157) (4)
----- -----
Cash flows from investing activities:
Acquisitions of Property and equipment (11) 0
Income (loss) Discontinued Operations (135) (99)
----- -----
Net cash (used by) provided by investing activities (146) (99)
----- -----
Cash flows from financing activities:
Issuance of common stock 405 0
Less: Stock subscriptions receivable (76) 0
----- -----
Net cash (used by) provided by financing activities 329 0
----- -----
Net (decrease) increase in cash and cash equivalents 26 (103)
Cash and Cash equivalents at beginning of period 0 104
----- -----
Cash and cash equivalents at end of period $ 26 $ 1
===== =====
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
PHOENIX INTERNATIONAL INDUSTRIES, INC.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
(000's omitted, except per share amounts)
1. The Company
Business
The Company is engaged, through its wholly-owned subsidiaries, in computer
and software development, consulting and other related services. Previously the
Company was involved in various types of products and systems for use in the
environmental clean-up industry. From January 1, 1996 through May 31, 1997, the
Company wound down and closed its environmental clean-up business and sought the
acquisitions of computer consulting companies.
Organization
The Company was incorporated on July 22, 1985, pursuant to the laws of the
state of Florida under the name Hydrobac, Inc. On July 7, 1986, the Company's
name was changed to Probac, Inc. and on October 5, 1994, its name was changed to
Trident Environmental Systems, Inc. During those periods the Company's primary
business was in various types of products and systems for use in the
environmental clean-up industry. The Company closed its original clean-up
business by May 31, 1997 and therefore, treats all matters relating to the
environmental clean-up business as discontinued operations.
2. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and pursuant to the instructions to form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
of normal recurring accrual adjustments, considered necessary for a fair
presentation have been included. Operating results for the three and six month
periods ended November 30, 1996, are not necessarily indicative of the results
that may be expected for the year ended May 31, 1997.
These financial statements and notes should be read in conjunction with
the Company's audited financial statements and notes thereto included in the
Company's Annual Report of Form 10-K for the year ended May 31, 1996.
5
<PAGE>
PART I
ITEM 2 MANAGEMENT'S DISCUSSION OF DISCONTINUED OPERATIONS
On August 4, 1994, the Board of Directors approved a 1 for 10 reverse
split of the outstanding shares of Common Stock of ProBac International
Corporation. The reverse split was completed on September 11, 1994. The Board of
Directors increased the Company's authorized capital to 50,000,000 shares of
Common Stock and up to 5,000 shares of Preferred Stock for use as needed.
On the February 28, 1995 Balance Sheet, the Company had $5,316,403 worth
of assets. Upon new management taking over in 1996, it was determined that
$5,189,263 of these assets were valueless and the Company wrote-off said assets
(See attached Notes to the Financial Statements). After the write-off, the
Company was left with $211,000 of liabilities without the assets to adequately
offset them. Subsequently, as of the date of this report, the Company has
settled those liabilities.
With regard to the Statements of Operations for the three and six months
ending November 30, 1996, the Company had zero revenue and $86,000 of expenses
for the three months and $135,000 of expenses for the six months with respect to
the discontinued operations.
On October 2, 1996, shareholders approved Amendments to the Articles of
Incorporation, changing the name of the Company to Phoenix International
Industries, Inc.; changing the authorized capital to 20,000,000 shares of Common
Stock, par value $.001 per share; and up to 5,000 shares of Preferred Stock for
use as needed. The Company's Common Stock was reverse split 1 for 15 at this
time.
LIQUIDITY AND CAPITAL RESOURCES
At November 30, 1996, the Company had $76,000 in current assets as opposed to
$284,000 in current liabilities, which results in a working capital deficit of
$208,000. This compares to $30,000 in current assets and $375,000 in current
liabilities for a working capital deficit of $345,000 at May 31, 1996.
6
<PAGE>
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.
INDEX
(2) PLAN OF ACQUISITIONS, REORGANIZATION, ARRANGEMENT. LIQUIDATION, OR
SUCCESSION.
Not applicable
(3) ARTICLES OF INCORPORATION AND BY-LAWS.
The Articles of Incorporation and Articles of Amendment to Articles of
Incorporation and By-Laws of the Registrant were filed as Exhibits 3.1,
3.2, and 3.3, respectively, to the Registrant's Form 10-KSB as of May 31,
1995 under the Securities and Exchange Act of 1934, filed April 1, 1998
with the Securities and Exchange Commission and incorporated herein by
reference.
(4) INSTRUMENTS DEFININIG THE RIGHTS OF SECURITY HOLDERS.
Not applicable
(9) VOTING TRUST AGREEMENT.
Not applicable
(10) MATERIAL CONTRACTS.
The Material Contracts of the Registrant's were filed as Exhibits 10.1,
10.2, 10.3, 10.4, and 10.5, respectively, to the Registrant's Form 10-KSB
as of May 31, 1995 under the Securities and Exchange Act of 1934, filed
April 1, 1998 with the Securities and Exchange Commission and
incorporated herein by reference.
(11) STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS.
Not applicable
(12) STATEMENT REGARDING COMPUTATION OF RATIONS.
Not applicable
(13) ANNUAL REPORT TO SECURITY HOLDERS, FORM 10-Q OR QUARTERLY REPORT TO
SECURITY HOLDERS.
Not applicable
(16) LETTER RE: CHANGE IN CERTIFYING ACCOUNTANTS.
Not applicable
(17) LETTER RE: DIRECTOR RESIGNATION.
Not applicable
(18) LETTER RE: CHANGE IN ACCOUNTING PRINCIPALS.
Not applicable
(19) PREVIOUSLY UNFILED DOCUMENTS.
Not applicable
(21) SUBSIDIARIES OF THE REGISTRANT.
Not applicable
(22) PUBLISHED REPORT REGARDING MATTERS SUBMITTED TO VOTE OF SECURITY HOLDERS.
Not applicable
(23) CONSENT OF EXPERTS AND COUNSEL.
Not applicable
(24) POWER OF ATTORNEY.
Not applicable
(27) FINANCIAL DATA SCHEDULE.
(99) ADDITIONAL EXHIBITS.
Not applicable
<PAGE>
SIGNATURES
In accordance with 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, int he City of West Palm Beach,
Florida on March 31, 1998.
PHOENIX INTERNATIONAL INDUSTRIES, INC.
By: /s/ Gerard Haryman
---------------------------------
Gerard Haryman, President and CEO
In accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gerard Haryman
- ------------------ President, CEO and March 31, 1998
Gerard Haryman Chairman of the Board
/s/ Tom Donaldson
- ----------------- Vice President, Secretary March 31, 1998
Tom Donaldson and Director
/s/ Harvey Birnholz
- ------------------- Treasurer, CFO and March 31, 1998
Harvey Birnholz Director
8
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-START> SEP-01-1996
<PERIOD-END> NOV-30-1996
<CASH> 26,000
<SECURITIES> 0
<RECEIVABLES> 50,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 76,000
<PP&E> 12,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,056,000
<CURRENT-LIABILITIES> 284,000
<BONDS> 0
0
0
<COMMON> 5,000
<OTHER-SE> 3,693,000
<TOTAL-LIABILITY-AND-EQUITY> 1,056,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 115,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (115,000)
<INCOME-TAX> 29,000
<INCOME-CONTINUING> 0
<DISCONTINUED> (86,000)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (86,000)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
