U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
/X/ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 1995
/ / Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to __________
Commission file number 0-15929
BABYSTAR, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
DELAWARE 11-2726109
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
165 University Ave, Westwood, MA 02090
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(Address of Principal Executive Offices)
(617) 326-4100
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(Issuer's Telephone Number, Including Area Code)
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(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 a court.
Yes ____ No ____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date:
Common Stock, $0.01 par value 4,712,795 shares at August 15, 1995
Traditional Small Business Disclosure Format (check one):
Yes ____ No ____
FORM 10-QSB QUARTERLY REPORT
BABYSTAR, INC. AND SUBSIDIARY
INDEX
PAGE
----
Part I: FINANCIAL INFORMATION
Consolidated Balance Sheets - June 30, 1995
and December 31, 1994 3
Consolidated Statements of Operations - Three Months
and Six Months Ended June 30, 1995 and 1994 4
Consolidated Statement of Stockholders' Equity 5
Consolidated Statements of Cash Flows - Six Months
Ended June 30, 1995 and 1994 6
Notes to Financial Statements 7-9
Item 2.
Management's Discussion and Analysis of Financial
Conditions and Operations 10-13
Part II: OTHER INFORMATION
Items 1-6. 14
Signatures 15
2
BABYSTAR, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
June 30, December 31,
1995 1994
-------- ------------
CURRENT ASSETS
Cash $78,655 $2,404,000
Accounts receivable 2,610,896
Inventories 6,427,081
Note receivable 50,000 241,000
Other current assets 70,358 24,000
----------- ----------
Total current assets 9,236,990 2,669,000
PROPERTY AND EQUIPMENT, AT COST
Furniture, equipment, and leasehold
improvements 206,863 29,000
Less accumulated depreciation (83,472) (27,000)
----------- ----------
Property and equipment, net 123,391 2,000
OTHER ASSETS
Security deposit 6,873 7,000
Organization costs, net of accumulated
amortization 70,928
Goodwill, net of accumulated amortization 717,339
----------- ----------
Total other assets 795,140 7,000
----------- ----------
$10,155,521 $2,678,000
=========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Note payable, bank $3,414,551 $139,000
Accounts payable 3,294,230
Accrued expenses and other accrued liabilities 296,649 97,000
Current portion of capital lease obligations 12,770
----------- ----------
Total current liablilities 7,018,200 236,000
OTHER LIABILITIES
Capital lease obligations, net of
current portion 11,210
STOCKHOLDERS' EQUITY
Non-designated preferred stock, par value $.01
per share - 5,000,000 authorized; no shares
issued and outstanding
Common stock, par value $.01 per share -
20,000,000 authorized; 4,712,795 shares issued
and outstanding at June 30, 1995 and 3,512,795
shares at December 31, 1994 47,128 35,000
Additional paid-in capital 8,805,251 7,497,000
Retained earnings(deficit) (5,726,268) (5,090,000)
----------- ----------
Total stockholders' equity 3,126,111 2,442,000
----------- ----------
$10,155,521 $2,678,000
=========== ==========
See Notes to Financial Statements.
3
BABYSTAR, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- ----------------------------
1995 1994 1995 1994
---------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
SALES $7,846,143 $0 $11,727,497
COST OF SALES 6,763,493 0 10,143,313
---------- --------- ----------- -----------
GROSS PROFIT 1,082,650 0 1,584,184 0
Service Revenue 41,506 41,506
---------- --------- ----------- -----------
TOTAL REVENUES 1,124,156 0 1,625,690 0
OPERATING EXPENSES 1,080,818 22,342 1,664,501 30,342
---------- --------- ----------- -----------
OPERATING INCOME(LOSS) 43,338 (22,342) (38,811) (30,342)
OTHER INCOME (EXPENSE):
Rental/Other income 10,145 14,966
Non-recurring loss on disposal of building (47,000)
Interest income (expense) (42,147) 20,903 (62,021) 48,903
---------- --------- ----------- -----------
Total other income (expense) (32,002) 20,903 (47,033) 1,903
---------- --------- ----------- -----------
INCOME BEFORE PROVISION FOR INCOME TAXES 11,336 (1,439) (85,844) (28,439)
PROVISION FOR STATE INCOME TAXES 12,020 20,940
---------- --------- ----------- -----------
NET INCOME(LOSS) FROM CONTINUING OPERATIONS (684) (1,439) (106,784) (28,439)
INCOME(LOSS) FROM DISCONTINUED OPERATIONS 114,192 (856,561) (182,632) (1,347,561)
---------- --------- ----------- -----------
NET INCOME(LOSS) $113,508 ($858,000) ($289,416) ($1,376,000)
========== ========= =========== ===========
Weighted average number of shares:
Primary 5,951,683 3,512,795 5,604,387 3,512,795
Fully-dilutive 6,108,257 3,512,795 5,908,257 3,512,795
Primary earnings (loss) per share:
Continuing operations ($0.00) ($0.00) ($0.02) ( $0.01)
Discontinued operations $0.02 ($0.24) ($0.03) ($0.38)
---------- --------- ----------- -----------
Net $0.02 ($0.24) ($0.05) ($0.39)
========== ========= =========== ===========
Fully-dilutive earnings (loss) per share:
Continuing operations ($0.00) ($0.00) ($0.02) ($0.01)
Discontinued operations $0.02 ($0.24) ($0.03) ($0.38)
---------- --------- ----------- -----------
Net $0.02 ($0.24) ($0.05) ($0.39)
============ ========= =========== ===========
</TABLE>
See Notes to Financial Statements.
4
BABYSTAR, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
JUNE 30, 1995
<TABLE>
<CAPTION>
Additional Retained
Preferred Stock Common Stock Paid-In Earnings
Shares Amount Shares Amount Capital (Deficit) Total
------ ------ ------ ------ ------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance-January 1, 1995 0 $0 3,512,795 $35,128 $7,497,251 ($5,089,514) $2,442,865
Net (loss) for the 3 months
ended March 31, 1995 (289,416) ($289,416)
Issuance of shares under
merger agreement 1,200,000 12,000 1,308,000 $1,320,000
Retirement of subsidiary
treasury stock (210,000) ($210,000)
Sub-S distribution to
subsidiary stockholder (137,000) ($137,000)
Other (338) ($338)
-------- ------- --------- ------- ---------- ----------- ---------
Balance-June 30, 1995 0 $0 4,712,795 $47,128 $8,805,251 ($5,726,268) 3,126,111
======== ======= ========= ======= ========== =========== =========
</TABLE>
See Notes to Financial Statements.
5
BABYSTAR, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1995 AND JUNE 30, 1994
(Unaudited)
1995 1994
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($289,416) ($1,376,000)
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
acitvities:
Loss on disposal of building 47,000
Depreciation and amortization 51,870 9,000
Provision for decline in receivables 25,000
Changes in assets and liabilities:
Accounts receivable (2,053,438)
Inventories (2,981,037) 91,000
Other assets 261,753 76,000
Accounts payable 1,250,578 13,000
Bankers Acceptances Payable (41,000)
Other liabilities 4,360 83,000
---------- -----------
Total adjustments (3,465,914) 303,000
---------- -----------
Net cash provided by (used in)
operating activities (3,755,330) (1,073,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Collection of notes receivable 191,000 1,050,000
Issuance of notes receivable (350,000)
Acquisition of property and equipment (63,050) (3,000)
Payments related to disposal of building (77,000)
Organization costs (77,376)
Cash acquired upon purchase of business 1,807
---------- -----------
Net cash provided by (used in)
investing activities 52,381 620,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Note payable, bank 2,789,976
Note payable, stockholder (1,059,161)
Payments on capital lease obligations (6,211)
Shareholder distribution (137,000)
Purchase of treasury stock (210,000)
---------- -----------
Net cash provided by (used in)
financing activities 1,377,604 0
---------- -----------
NET INCREASE (DECREASE) IN CASH (2,325,345) (1,073,000)
CASH, BEGINNING OF PERIOD 2,404,000 2,894,000
---------- -----------
CASH, END OF PERIOD $78,655 $1,821,000
========== ===========
See Notes to Financial Statements.
6
BABYSTAR INC. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
Note 1 - The Company
In November 1994, the Company sold its wholly-owned subsidiary, Travel
Safety Children's Products, Inc. to an entity whose principal was a former
consultant to the Company for approximately $776,000, comprised of $136,000 in
cash and $640,000 in the form of a promissory note. The promissory note bears
interest at a rate of 8.5% is due in 14 equal monthly installments commencing
in December of 1994. The principal balance due of approximately $503,000
under the promissory note as of June 30, 1995 has been fully reserved against
and therefore no asset relating thereto is reported on the Company's Balance
Sheet as of June 30, 1995.
Effective on February 1, 1995, the Company acquired all of the
outstanding common stock of Datatrend, Inc., a Massachusetts corporation with
its principal offices in Westwood, Massachusetts.
The accompanying financial statements include the accounts of the Company
and its wholly-owned subsidiary, Datatrend, Inc. All intercompany accounts
and transactions are eliminated in consolidation. Since discontinuing its car
seat business in November of 1994 as referenced above, the Company's
operations consist solely of the operations of its wholly-owned subsidiary
acquired on February 1, 1995, which is engaged in the sale and distribution of
computers and peripherals. Income and expenses related to the Company's car
seat business are reported as Income(Loss) from Discontinued Operations.
Note 2 - Summary of Significant Accounting Policies
Inventories
Inventories, which consist primarily of computer hardware, are stated at
the lower of cost or market. Cost is determined utilizing the first-in,
first-out (FIFO) method.
Property and Equipment
Items capitalized as property and equipment are stated at cost.
Depreciation is computed using accelerated methods calculated to depreciate
the cost of assets over their estimated useful lives.
7
BABYSTAR INC. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
(Continued)
Earnings(Loss) per Share
Earnings(Loss) per share is based on the weighted average number of
shares issued and outstanding during each period. Primary and fully diluted
earnings per share give effect to certain outstanding warrants issued by the
Company which are considered to be dilutive. As of June 30, 1995, the Company
has approximately 1,792,000 warrants outstanding warrants for shares of common
stock with exercise prices which are below the average bid price and the
closing bid price as reported by NASDAQ for the period ended June 30, 1995,
which warrants are considered to be dilutive. Primary earnings per share and
fully diluted earnings per share do not give effect to approximately 2,473,200
additional warrants and stock options with exercise prices in excess of the
average bid price of the common stock for the period ended June 30, 1995 which
are considered to be antidilutive.
Adjustments Included in Preparing Interim Financial Statements Pursuant to
Item 310(b) Instruction 2 of Regulation S-B
The financial statements as of June 30, 1995 and for the three and six
month periods ended June 30, 1995 are unaudited. Pursuant to Item 310(b)
Instruction 2 of Regulation S-B, in management's opinion, all adjustments
necessary in order to make the financial statements not misleading have been
made. Results of operations for the six months ended June 30, 1995 are not
necessarily indicative of operations for the full year ending December 31,
1995.
Note 3 - Note Payable, Bank
The Company's wholly-owned subsidiary, Datatrend, Inc., has a promissory
note and Revolving Credit Agreement with a financial institution which permits
borrowing of up to the lesser of $5,000,000, or 70% of eligible accounts
receivable plus 40% of eligible inventory. The promissory note bears interest
at prime rate plus 1% or LIBOR Rate plus 3.5%, at the Company's election and
is collateralized by substantially all of the assets of the Company. As a
part of the Revolving Credit Agreement, the Company also has an available
"overadvance" facility of $1,000,000 which allows short term borrowings of
up to $1,000,000 in excess of the result of the limit derived from the
$5,000,000 cap or the collateral calculation referenced above. This
"overadvance" facility must be paid off for a consecutive period of five days
every thirty days and is therefore only intended to finance the Company's
short term cash needs.
8
BABYSTAR INC. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
(Continued)
Note 4 - Lease Commitments
The Company was party to a lease for office premises in New York pursuant
to a lease expiring in July 1997. Since the Company no longer anticipated the
use of these offices and has terminated all employees and business activities
at said premises, the Company accrued the sum of $72,000 as of December 31,
1994, representing the approximate present value of all future payments due
pursuant to that lease. The Company has negotiated a settlement of the entire
lease obligation for those premises in consideration of a final payment of
$7,500 and forfeiture of its security deposit and payment of monthly rent thru
September 1995. As a result of this transaction, the Company has eliminated
the liability for the future lease payments which is reflected in the
Company's financial statement as income from discontinued operations. The
expenses relating to the settlement are included as expenses from discontinued
operations.
The Company's wholly-owned subsidiary leases an office and warehouse
facility under an operating lease which expires in May 1996. Minimum annual
rentals through expiration are as follows:
Year ending December 31, 1995 $161,720
Year ending December 31, 1996 $ 63,780
Note 5 - Income Taxes
Effective January 1, 1993, the Company adopted Financial Accounting
Standard No. 109, "Accounting for Income Taxes." At December 31, 1994 the
Company has a tax asset of approximately $1,680,000 attributable to a net
operating loss carryforward of approximately $4,200,000 of which $2,400,000
will expire in 2008 and $1,800,000 in 2009. The Company has established a
full valuation reserve against such asset since the likelihood of realization
cannot be determined. As a result of more than a 50% change in ownership, as
defined in section 382 of the Internal Revenue Code, due to the public
offering of the Company's common stock on June 23, 1993, utilization of the
net operating loss carryforwards of approximately $1,800,000 relating to the
periods prior to the public offering to offset future income is limited to
approximately $200,000 per annum, based on management's estimates.
9
BABYSTAR INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Reserves
Working Capital was $2,218,790 at June 30, 1995 as compared to $2,433,000
at December 31, 1994, which represents a decrease of $214,200. The decrease
in working capital resulted primarily from a loss relating to discontinuance
of operations of the Company's prior subsidiary and closure of its New York
offices. The results of the Company's continuing operations were basically
break even during the second quarter, and the Company experienced a profit
from discontinued operations as a result of certain non-recurring items (see
"Discontinued Operations"), resulting in a profit for the overall second
quarter. The Company entered into a Revolving Credit Agreement with a
financial institution in June 1995 which increased the Company's available
line of credit from $2,500,000 at March 31, 1995 to $6,000,000 (see Note 3 to
Financial Statements). Based upon the increased availability under the
Revolving Credit Agreement combined with the Company's working capital and
reasonable expected levels of future revenues, the Company's management
believes that it will be able to meet the Company's capital needs through
1995.
Results of Operations
In November 1994, the Company divested itself of its principal operating
subsidiary. The operations of this subsidiary are treated as discontinued in
the Company's financial statements. The Company also negotiated the
termination of an employment contract with its prior President, terminated all
employees, and negotiated the termination of a lease for its former offices in
New York. Expenses related to this termination of its New York offices are
treated as Income(Loss) from Discontinued Operations in the Company's
financial statements.
Effective On February 1, 1995, the Company acquired all of the capital
stock of Datatrend, Inc. ("DTI") by merging a wholly owned subsidiary of the
Company into DTI. DTI is a Massachusetts corporation incorporated under the
laws of the Commonwealth of Massachusetts in 1993. DTI is engaged in the
wholesale and retail distribution of new, used and refurbished computer
hardware and components. Substantially all of the Company's business
operations are currently conducted by its wholly-owned subsidiary, DTI.
The Company's revenues and expenses from operations (exclusive of
income(loss) from discontinued operations) for the six months ended June 30,
1995, reflect the operations of DTI only from the date of acquisition. The
revenues and expenses for the six months ended June 30, 1994, reflect the
business operations of the Company's subsidiary which was disposed of in
November of 1994. Since the business of the Company has substantially changed
in nature for these two periods, no meaningful comparison of financial
operations for these periods is possible.
10
The Company's current operations have basically been at break even in the
second quarter of operation. The combined results of operations for the first
and second quarters still results in a small loss for the six months ended
June 30, 1995. Management attributes this loss to several factors. During the
first quarter of 1995 the management of DTI devoted a significant amount of
its efforts during the first part of this quarter to the transaction involving
the merger of DTI. As a result, sales and operational aspects of the Company
for the first quarter were adversely affected. The Company also believes that
the business for the first and second quarters involve certain seasonal
fluctuations affecting its sales activities. Sales and revenues for the second
quarter did in fact increase over the first quarter. The sales volume
increased by approximately 2.5 million dollars over the first quarter
(including pre-acquisition January sales of DTI which are not reflected in the
Consolidated Statement of Operations). There is no assurance that future sales
increases will occur.
Although these sales figures have in fact increased in the quarter ended
June 30, 1995 as compared to the quarter ended March 31, 1995, management
still feels that sales during the second quarter have been adversely effected
by certain changes in the focus of the Company's management and their efforts.
During 1993 and 1994, the Company relied heavily on sales to mass merchants
such as Damark International Inc. and Computer City. During 1995, sales to
these customers have significantly decreased. Sales to Computer City during
1995 were negligible as compared to constituting approximately 21% of the
Company's revenue during 1994. Sales to Damark International, Inc. for the
six months ended June 30, 1995 constituted less than 10% of the Company's
revenue, as compared to 12% in 1994 and 56% in 1993. These mass merchant
sales have decreased primarily as a result of market conditions, but also have
somewhat resulted from the Company's decision to improve its profit margin on
sales. The Company is attempting to increase margins and decrease its
dependence on major customers by focusing its efforts on developing a broader
customer base at higher profit margins. Sales to mass merchants are typically
at much lower margins and as a result of these lower margins and potential
product returns, are considered to be far less profitable in management's
opinion. During the second quarter of 1995, the Company has devoted
significant time and effort in attempting to developing certain retail
computer outlets in furtherance of increasing profit margins as well as
decreasing dependency on mass merchant sales. Although the Company's initial
trial efforts have been somewhat successful, there is no assurance that such
efforts will derive enough revenues to replace the volume of mass merchant
sales lost and these efforts have required significant time and efforts on the
part of certain key sales employees, affecting their ability to focus on other
aspects of Company sales.
The Company has also devoted significant efforts during the second
quarter of 1995 towards the improvement of its product purchasing function,
product lines and the consistency of its product base. The Company feels that
the development of a steady and consistent supply of product from major name
brand manufacturers could not only improve its purchasing ability, but could
also increase sales volume, profit margins and possibly increase the
effectiveness of related advertising and other costs. There is no assurance
that these positive effects will in fact result
11
from such efforts. The Company has traditionally purchased a large volume of
its product from numerous sources, including manufacturers and other
re-sellers. A large portion of the products purchased consisted of end of life
models, excess inventories, close outs and other such items. The Company also
purchases incomplete, defective and returned products which require
refurbishing or remanufacture in order to be resold. The typical number of
product purchases is usually a relatively small number of transactions of
large quantities of product. The purchases of product on many occasions
result from a bid type procedure with the highest or most "responsible" bidder
being awarded the purchase. The product consists of name brand as well as "no
name" computer products. There are numerous other companies in competition
for this product, both within and without the United States. Although the
Company still purchases a large volume from these sources and utilizing these
"bid" methods and still purchases volumes of "no name" products, the Company,
in an attempt to try and be more competitive and to provide its sales base
with a more steady stream of product, has concentrated significant efforts in
the area of developing asset recovery plans to meet the needs of certain major
name brand manufacturers of computer equipment. This asset recovery concept
primarily focuses on the purchase of products which require refurbishing or
remanufacture in order to be resold. The Company has invested significant
efforts in improving its ability to refurbish and remanufacture these
products efficiently. As a result, the Company has begun to develop certain
contractual and non-contractual relationships with several large manufacturers
largely based on its ability to meet these concerns of the manufacturers by
providing quality warranty services, re-channeling the products in a manner
not adversely affecting the manufacturer's distributor relationships, and
generally meeting the challenges of each manufacturer with respect to any
given product and the related concerns. These contractual relationships do
not typically contain any guaranty of the amount of product available to the
Company, nor do they typically make the Company the exclusive channel or
purchaser for such product. These contractual arrangements are also typically
terminable by a relatively short form of notice by the manufacturer. The
Company's ability to maintain and further develop these relationships is
dependent upon the Company's performance, the level of competition, as well as
general market conditions and the decisions of the manufacturer's themselves
to continue to outsource these functions. These relationships are terminable
by the manufacturer and there is no assurance that these relationships will
continue or that the Company's asset recovery focus will be successful.
Discontinued Operations
During the second quarter of 1995, the Company realized certain income
from discontinued operations. The income resulted primarily from two unrelated
items.
First, the Company was able to negotiate the termination of a long term
lease on premises leased by the Company in New York. The Company had
previously accrued a liability of $72,000 for the balance of the remaining
payments due under that lease. The result of the settlement of the lease
arrangement eliminated this liability and resulted in a net savings of
approximately $50,000. This item of income will not re-occur.
12
The Company previously sold its wholly-owned subsidiary to Travel Safety
Children's Products, Inc. As a part of the consideration therefor, the
Company received a non-negotiable promissory note in the amount of $640,000
payable over 14 months commencing December 26, 1994. There was no assurance
that any sums will be received under the promissory note and due to this
uncertainty there is a substantial bad-debt reserve against the principal
amount of the promissory note. The Company received payments under the
promissory note during the second quarter of 1995 in excess of the
corresponding reserve for bad debts resulting in a bad debt recovery of
approximately $50,000. Travel is currently in default of the terms of the
promissory note and the Company has notified Travel of such default. There is
no assurance that any further payments will be received or sums recovered
under the promissory note, therefore, the balance remains fully reserved. The
note receivable reflected on the Company's balance sheet as of June 30, 1995
is not related to the sale of Travel Safety Children's Products, Inc.
13
BABYSTAR, INC. AND SUBSIDIARY
Part II: OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not currently involved in any material legal proceedings.
Item 2. Changes in Securities
On February 1, 1995 the Company acquired DTI. Pursuant to the terms of
the Agreement and Plan of Merger dated January 31, 1995, in exchange for the
merger, the holders of DTI stock received 1,200,000 shares of the Company's
Common Stock as well as the right to receive an aggregate of 1,200,000
additional shares if certain earnings tests are met over a period of
approximately two years.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders in the second
quarter of 1995.
Item 5. Other Information
None.
Item 6. Exhibits and Reports of Form 8-K
A report on form 8-K was filed on April 15, 1995 reporting financial
information for the subsidiary acquired by the Company effective February 1,
1995.
14
BABYSTAR INC. AND SUBSIDIARY
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.
BABYSTAR INC.
/s/ Mark A. Hanson
-----------------------------------------
Mark A. Hanson
President, Chief Executive Officer and
Chief Financial Officer
15
