MARK SOLUTIONS INC
10-Q, 2000-05-15
PREFABRICATED METAL BUILDINGS & COMPONENTS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                     -------

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended:         March 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:                0-17118
                              -------------------------

                              Mark Solutions, Inc.
                        ---------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

       Delaware                                                 11-2864481
     ---------------                                         -----------------
  (State or Other Jurisdiction                              (I.R.S. Employer
      of Incorporation)                                      Identification No.)

Parkway Technical Center
1515 Broad Street
Bloomfield, New Jersey                                              07003
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)

Registrant's Telephone Number, Including Area Code:     (973) 893-0500
                                                   ----------------------------

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Indicate by check whether  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  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 CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock, as of the latest practicable date:

Common Stock, $ .01 par value:  7,279,571 shares outstanding as of May 15, 2000.
The registrant is obligated to issue up to an additional 69,500 shares of Common
Stock, which have not been issued due to prohibitions on beneficial ownership.


<PAGE>


                              MARK SOLUTIONS, INC.
                                    Form 10-Q
                                       for
                          Quarter Ended March 31, 2000

                                      Index


Part I.  Financial Information                           Page No.

Item 1. Financial Statements

        Consolidated Balance Sheets as of
            March 31, 2000 and June 30, 1999. . .            3-4

        Consolidated Statements of Operations
            for the Nine Months and Three Months Ended
            March 31, 2000 and 1999 . . . . . . . .            5

        Consolidated Statements of Cash Flows
            for the Nine Months Ended March 31,
            2000 and 1999  . . . . . . . . . . . . . . .       6

        Notes to Consolidated Financial Statements . . .     7-8


Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations.  9-12


     Part II.  Other Information

Item 2. Changes in Securities and Use of Proceeds . . .       13


Item 6. Exhibits and Reports on Form 8-K . . . . . . . .      13


              Signatures                                      13






                                       2
<PAGE>
                     Mark Solutions, Inc. and Subsidiaries

                          Consolidated Balance Sheets
<TABLE>

<CAPTION>
                                     Asset



                                                              March 31, 2000                      June 30, 1999
                                                              --------------                      -------------
<S>                                                             <C>                <C>               <C>               <C>
Current Assets:
 Cash and cash equivalents                                      $   502,709                          $  298,167
 Note receivable                                                    224,844                             250,000
 Accounts receivable                                              4,353,050                           4,744,459
 Costs and estimated earnings in excess of
  billings on uncompleted contracts                                 452,612                           1,006,955
 Deferred tax asset                                                 548,477                             500,000
 Prepaid expenses                                                    32,295                              64,706
                                                                -----------                          ----------
  Total Current Assets                                                              6,113,987                           6,864,287


Property and equipment, net                                                         1,389,300                           1,224,110


Other Assets:
 Cost in excess of net assets
    of business acquired less accumulated
    amortization of $804,768 and $647,313 at
    March 31, 2000 and June 30, 1999,
    respectively                                                    244,923                             402,378
 Deferred tax asset                                                       -                             500,000
 Other assets                                                        90,804                              79,939
                                                                -----------                          ----------
  Total Other Assets                                                                  335,727                             982,317
                                                                                    ---------                          -----------


Total Assets                                                                       $7,839,014                          $9,070,714
                                                                                   ==========                          =========

</TABLE>
                                       3
<PAGE>


                     Mark Solutions, Inc. and Subsidiaries

                          Consolidated Balance Sheets
<TABLE>

<CAPTION>
                      Liabilities and Stockholders' Equity

                                                                       March  31, 2000                   June 30, 1999
                                                                   -----------------------           ------------------
<S>                                                                <C>             <C>               <C>    <C>    <C>    <C>
Current Liabilities:
Accounts payable                                                    $2,776,739                        $3,617,608
Current maturities of long-term debt                                   490,882                           365,000
Current portion of obligations under capital leases                    109,186                            87,292
Due to related  parties                                                 34,311                           177,977
Notes payable to officers/stockholders                                 200,000                           375,000
Deferred revenues                                                            -                           655,874
Litigation settlement                                                  250,000                           300,000
Accrued liabilities                                                    167,108                           253,299
                                                                   -----------                       -----------
   Total Current Liabilities                                                        4,028,226                         5,832,050

Other Liabilities:
Long-term debt excluding current maturities                             14,133                           369,961
Long-term portion of obligations under capital leases                  115,794                           135,017
Convertible notes                                                      950,000                                 -
                                                                   ------------                      -----------
   Total Other Liabilities                                                          1,079,927                           504,978

Commitments and Contingencies                                                              -                                 -

Stockholders' Equity:
Common stock, $.01 par value, 50,000,000
 shares authorized, 6,858,873 and 5,525,296
 shares issued and outstanding at March 31, 2000
 and June 30, 1999, respectively                                        68,589                            55,253
Preferred stock, $1.00 par value, $10 liquidation
  value; 5,000,000 shares authorized:
      Series A; authorized and issued 122,000 shares;
          -0- and 24,000 outstanding at March 31, 2000
          and June 30, 1999 respectively                                     -                            24,000
      Series B; authorized and issued 153,000
          shares; -0- and 6,000 outstanding at March
         31, 2000 and June 30, 1999 respectively                             -                             6,000
      Series D; authorized and issued 20,000 shares;
          20,000 and -0- outstanding at March
          31, 2000 and June 30, 1999 respectively                       20,000                                 -
Additional paid-in capital                                          36,191,083                        34,432,927
Deficit                                                            (33,666,905)                      (31,916,792)
Accumulated other comprehensive income                                 168,796                           183,000
Treasury stock, at cost; 17,500 shares at
   March 31, 2000 and June 30, 1999                                    (50,702)                          (50,702)
                                                                   ------------                      ------------
   Total Stockholders' Equity                                                       2,730,861                         2,733,686
                                                                                   ----------                        ----------

Total Liabilities and Stockholders' Equity                                         $7,839,014                        $9,070,714
                                                                                   ==========                        ==========
</TABLE>
                                       4
<PAGE>
                    Mark Solutions, Inc. and Subsidiaries

                      Consolidated Statement of Operations


<TABLE>
<CAPTION>


                                          Nine Months            Nine Months         Three Months          Three Months
                                            Ended                  Ended                Ended                 Ended

                                        March 31, 2000        March 31, 1999        March 31, 2000         March 31, 1999
                                      -----------------      -----------------      -----------------     -----------------
<S>                                  <C>                   <C>                    <C>                  <C>
Revenues:

      Sales                           $       11,917,198   $           5,573,978   $       3,370,496    $      2,637,461
                                      ------------------   ---------------------   -----------------    ----------------

Costs and Expenses:
Cost of sales                                  9,013,121               3,500,422           3,837,156           2,352,575
General, and
  administrative expenses                      2,095,446               1,823,328             695,382             732,161
Marketing costs                                1,274,132                 722,675             523,544             304,756
Software costs                                 1,033,263                 895,548             325,293             345,269
Amortization expense                             157,455                 157,455              52,485              52,485
Litigation settlement                            275,000                   2,000                   -                   -
                                      ------------------   ---------------------   -----------------    ----------------
  Total Costs and Expenses                    13,848,417               7,101,428           5,433,860           3,787,246
                                      ------------------   ---------------------   -----------------    ----------------

Operating Income(Loss)                        (1,931,219)             (1,527,450)         (2,063,364)         (1,149,785)
                                      ------------------   ---------------------   -----------------    ----------------

Other Income (Expenses):
Interest income                                   76,273                  51,458              55,199               7,143
Other income                                     124,220                     --              124,220
Interest expense                                (169,387)                (37,500)            (49,967)            (16,736)
Loss on sale of securities                             -                  (6,216)                  -              (6,216)
Imputed Interest expense on
    convertible debentures                             -                (109,667)                  -             (54,833)
                                       ------------------   ---------------------   -----------------    ----------------
                                                  31,106                (101,925)            129,452             (15,809)
                                       ------------------   ---------------------   -----------------    ----------------

Income before Income Tax Benefit      $       (1,900,113)   $         (1,629,375)   $     (1,933,912)   $     (1,165,594)

Income Tax Benefit                               150,000               1,200,000                               1,200,000
                                       ------------------   ---------------------   ----------------     ----------------
Net Income(Loss)                      $       (1,750,113)   $           (429,375)   $     (1,933,912)    $        34,406
                                      ===================   ====================    ================    ================

Basic Earnings(Loss) Per Share        $           (0.30)    $              (0.09)  $          (0.31)     $          0.01
                                      ===================   ====================   =================    ================

Fully Dilutes Income(Loss)Per Share   $           (0.30)    $              (0.09)  $          (0.31)    $           0.01
                                      ===================   ====================   =================    ================
Weighted Average Number of
    Basic Shares Outstanding                   5,835,964               4,800,758           6,307,144           4,752,898
                                      ===================   ====================   =================    ================
Weighted Average Number of
     Fully Diluted Shares Outstanding          5,835,964               4,800,758           6,307,144           5,515,044
                                      ===================   ====================   =================    ================

Dividends Paid                        $                -    $                  -   $               -    $              -
                                      ===================   ====================   =================    ================
</TABLE>


                                       5
<PAGE>
 <TABLE>
<CAPTION>
                     Mark Solutions, Inc. and Subsidiaries

                      Consolidated Statements of Operations

                                                       Nine Months               Nine Months
                                                          Ended                     Ended
                                                      March 31, 2000          March 31, 1999
                                                     ------------------       -------------------
<S>                                                     <C>                       <C>
Cash Flows From Operating Activities:
Net loss                                                $(1,750,113)             $ (429,375)
Adjustments to reconcile net loss to net cash
 used for operating activities:
   Depreciation and amortization                            454,243                  312,819
   Deferred Imputed interest on convertible debentures          -                    109,667
   Securities issued for services                           235,270                       -
   Securities issued for litigation                         250,000                       -
   Deferred tax asset                                       451,523               (1,200,000)
   (Increase) decrease in assets:
     Restricted cash                                            -                  1,234,005
     Accounts Receivable                                    391,409               (1,628,972)
     Notes Receivable                                        25,156                 (250,000)
     Inventory                                                  -                   (380,988)
     Billing in excess of contract revenue recognized       554,343                 (528,227)
     Other current assets                                    32,411                  110,909
     Other assets                                           (10,865)                 (32,871)
   Increase (decrease) in liabilities:
     Accounts payable                                      (840,869)               1,270,856
     Due to related parties                                (143,666)                  98,249
     Deferred revenue                                      (655,874)                      -
     Litigation settlement payable                           50,000                       -
     Customer deposits                                            -                   83,506
     Accrued liabilities                                    (86,191)                 (15,317)
   Net adjustments to reconcile net loss to
                                                        -----------               ----------
     net cash provided by (used for)operating activities    606,890                 (816,364)
       Net Cash Provided by (Used for)
                                                        -----------               ----------
        Operating Activities                              1,143,223               (1,245,739)
                                                        -----------               ----------

Cash Flows From Investing Activities:
   Acquisition of property and equipment                   (477,758)                (508,867)
        Net Cash (Used for)
                                                        -----------               ----------
         Investing Activities                              (477,758)                (508,867)
                                                        -----------               ----------

Cash Flows From Financing Activities:
   Collection of subscriptions receivable                        -                 1,231,000
   Proceeds from sale of stock                              260,000                       -
   Proceeds from warrant conversions                      1,024,323                       -
   Increase in short term borrowing                              -                   425,000
   Proceeds of equipment loans less repayments             (227,275)                 (11,223)
   Repayment of notes payable officer                      (175,000)                      -
   Proceeds from convertible debentures                     950,000                       -
   Deposit on stock repurchase                                   -                  (222,000)
   Debt issue costs                                              -                  (109,667)
   Payment of stock related costs                            (6,525)                 (25,169)
   Purchase of treasury stock                                    -                   (50,702)
                                                        -----------               ----------
   Net Cash Provided by Financing Activities              1,825,523                1,237,239
                                                        -----------               ----------

Net increase(decrease) in Cash                              204,542                 (517,367)

Cash and Cash Equivalents at Beginning of Period            298,167                  564,577
                                                        -----------               ----------

Cash and Cash Equivalents at End of Period              $   502,709               $   47,210
                                                        ===========               ==========

</TABLE>
                                        6
<PAGE>

                    Mark Solutions, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements


Note 1 INTERIM FINANCIAL  INFORMATION

     The  consolidated  balance  sheet of the Company as of March 31, 2000,  the
     consolidated  statement of operations  for the nine months and three months
     ended March 31, 2000 and 1999 and the consolidated statements of cash flows
     for the nine months  ended March 31, 2000 and 1999 are  unaudited  and have
     been prepared in accordance with generally accepted  accounting  principles
     for interim  financial  information and with the  instructions to Form 10-Q
     and Rule  10-01 of  Regulation  S-X.  In the  opinion  of  management,  all
     adjustments  (which include only normal  recurring  accruals)  necessary to
     present fairly the financial position, results of operations and cash flows
     have been included.

     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles have been condensed or omitted.  The June 30, 1999 balance sheet
     data is derived from the audited  consolidated  financial  statements.  The
     attached  financial  statements  should  be read  in  connection  with  the
     consolidated   financial  statements  and  notes  hereto  included  in  the
     Company's Annual Report on Form 10-K for the year ended June 30, 1999.

     Certain  reclassifications  have been made to the  current  and prior  year
     amounts to conform to the current period presentation.


Note 2 INVENTORIES

     Basic  earnings  (loss) per common  share is computed  by dividing  the net
     earnings  by  the  weighted  average  number  of  shares  of  common  stock
     outstanding  during the  period.  Dilutive  earnings  per share gives
     effect to stock  options and warrants  which are  considered to be dilutive
     common stock equivalents.


Note 4 CONVERTIBLE DEBENTURES

     On April 14,  2000,  Mark  effected a  $2,250,000  private  placement  (the
     "Private  Placement")  to three  investors,  considering  of (i) $2,250,000
     two-year principal amount convertible notes (the "Convertible Notes") and
     (ii) warrants to purchase 450,000 shares of Common Stock (the  "Warrants").
     As partial consideration,  the investors exchanged $1,250,000 in short-term
     debt for  $1,250,000  principal  amount of  Convertible  Notes and  250,000
     Warrants.

                                       7
<PAGE>


                     Mark Solutions, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements



Note 3 SEGMENT INFORMATION

     The  Company's  two  industry  segments  are  modular  steel  cells for the
     corrections  industry and software  applications for the medical  industry.
     The following is a summary of selected  consolidated  financial information
     for the Company's industry segments:
<TABLE>
<CAPTION>

                                           Modular
                                            Steel         Medical     Intersegment
                                          Products        Products       Charges       Total
                                         -----------    -----------    -----------  -----------
    <S>                                  <C>            <C>            <C>          <C>
    Nine Months Ended March 31, 2000
     Revenues                            $10,309,574    $ 1,607,624    $        -   $11,917,198
     Interest income                         586,448            964       (511,139)      76,273
     Interest expense                        160,850        519,676       (511,139)     169,387
     Depreciation and amortization           219,205         77,583        157,455      454,243
     Segment pre-tax profit                  573,336     (2,315,994)      (157,455)  (1,900,113)
     Segment assets                       17,355,631      1,206,195    (10,722,812)   7,839,014
     Capital expenditures                    228,991        248,767              -      477,758



    Nine Months Ended March 31, 1999
     Revenues                            $ 4,622,834    $   951,144    $         -  $ 5,573,978
     Interest income                         420,697            968       (370,207)      51,458
     Interest expense                        140,596        217,074       (210,503)     147,167
     Depreciation and amortization            83,169         72,195        157,455      312,819
     Segment pre-tax profit                  226,092     (1,525,903)      (329,564)  (1,629,375)
     Segment assets                       13,620,247        790,371     (7,807,382)   6,603,236
     Capital expenditures                    303,058        205,809              -      508,867

</TABLE>

     The following  table presents  revenues by country based on the location of
     the use of the product or service:


                                            3/31/00                    3/31/99
                                           --------                   --------
                United States            $10,548,043                 $ 5,045,581
                Norway                       667,000                          -
                Korea                        135,524                          -
                Spain                        257,263                    296,275
                United Kingdom               228,768                    150,667
                Turkey                        80,600                     81,455
                Ireland                      145,000                          -
                                         -----------                 -----------
                                         $11,917,198                 $ 5,573,978
                                         ===========                 ===========


     The  following  table  presents  long-lived  assets by country based on the
     location of the assets:


                                           3/31/00
                                           -------
                United States            $   955,346
                United Kingdom               433,954
                                         -----------
                                         $ 1,389,300
                                         ===========



                                       8
<PAGE>


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

General

     Mark's results of operations,  liquidity, and working capital position have
been historically impacted by sporadic sales of its principal products,  modular
steel cells and IntraScan II PACS software.

     Mark's modular steel cell is an  alternative  to  traditional  construction
methods,  and  penetration  into  the  construction  market  has met  resistance
typically associated with an unfamiliar product. Accordingly, Mark has been, and
will  continue  to be,  subject to sales  fluctuations  until its  modular  cell
technology obtains broader acceptance in the construction  market.  Based on the
increase in the number of projects  being  designed for steel cells,  management
believes  its  cells are  receiving   greater  market  acceptance  as  a  viable
alternative  to  concrete.  Mark  continues  to  promote  it steel  cells to the
architectural,   engineering,  and  construction  communities  by  making  sales
presentations,  participating  in trade shows,  conducting  selected direct mail
campaigns and engaging in other marketing activities.

     Mark  has  increased  its  steel  cell  marketing   expenditures   to  more
aggressively  pursue  projects  and to  persuade  the  construction  industry to
increase  the use of  steel  cells.  Mark  believes  this  investment  has  been
successful to date and is necessary to achieve profitability. Mark will continue
to review its overhead and  personnel  expenses  based on operating  results and
prospects.

     Mark is continually  bidding on and soliciting joint venture  opportunities
regarding  construction  projects. For its fiscal year ending June 30, 2000 Mark
expects to bid on approximately $10,000,000 in cell projects which are specified
steel  only,  and  $5,000,000,  which  include  steel as an  equal to  concrete.
Revenues from any major project would  substantially  improve  Mark's  operating
results  and cash flow,  although no  assurances  can be given that any of these
projects will be awarded to Mark.

     For the nine months ended March 31, 2000,  Mark was awarded  $9,838,000  of
the  $10,600,000  in  correctional  cell  projects it bid on, lost  $300,000 and
remains under consideration for the balance of the projects.

     MarkCare  markets the IntraScan II PACS  software as part of  comprehensive
PACS  proposals  made by MarkCare's  strategic  partners.  MarkCare's  principal
marketing partner is Data General Corporation,  a subsidiary of EMC Corporation.
In response to increased  interest from its strategic  partners and  prospective
customers,  MarkCare accelerated its development and marketing efforts. Sales of
the IntraScan II PACS software began to generate material revenues in the fiscal
year ended June 30,  1999 and  management  expects  these  revenues  to increase
during fiscal 2000 although no  assurances  can be given in this regard.  If the
IntraScan marketing plan is successful, management believes

                                       9
<PAGE>


that the  revenues  will be more  constant  then those  presently  generated  by
modular steel cell sales,  and will reduce  fluctuations in Mark's  consolidated
results of operations and financial condition.


Results of Operations

     The  substantial  majority of Mark's  operating  revenues  for the reported
periods  were derived  from the sale of its modular  steel cells.  For the three
months  ended March 31, 2000,  modular  steel cells  represented  89.4% of total
operating revenue.  Management  believes that the sale of cells will continue to
represent a majority of Mark's operating revenues through June 30, 2000.

     Revenues  from sales for the three months  ended March 31, 2000,  increased
27.8% to $3,370,496 from $2,637,461 for the comparable period.  This increase is
attributable to additional modular steel cell projects.

     Cost of sales for the three  months  ended March 31,  2000,  consisting  of
materials,  labor and  fixed  factory  overhead  expense  increased  by 70.0% to
$3,998,243  from  $2,352,575  for the  comparable  period.  Cost of  sales  as a
percentage  of revenues  was 118.6% for the three months ended March 31, 2000 as
compared to 89.2% for the prior comparable period. This increase is due to labor
overruns  on  several  projects  being   manufactured   simultaneously  to  meet
deadlines.  In addition,  Mark recorded a significant charge for installation on
one project due to unforeseen site  conditions.  These  installation  costs were
estimated  at  $250,000,  as  compared  to actual  costs  running  approximately
$700,000. Mark is attempting to recoup some of these cost overruns from its sub
contractor.

     General and  administrative  expenses  for the three months ended March 31,
2000,  decreased 5.0% to $695,382 from $732,161 for the comparable  period.  The
decrease  is  attributable  to a  reduction  in general  overhead  costs and the
reallocation of resources to marketing and development.

     Marketing costs for the three months ended March 31, 2000,  increased 71.8%
to $523,544 from $304,756 for the comparable period. This increase in due to the
expanded  marketing  efforts  for its two  products,  modular  steel  cells  and
IntraScan II PACS software.

     Software  costs for the  three  months  ended  March 31,  2000  related  to
IntraScan II PACS,  decreased  5.8% to $325,293 from $345,269 for the comparable
period.  Mark has  stabilized  its  development  costs and has  focused  working
capital on  marketing  its  IntraScan  II PACS  software  and  related  items in
response to increased interest from distributors and potential customers.

     Revenues  from sales for the nine months  ended March 31,  2000,  increased
113.8% to $11,917,198 from $5,573,978 for the comparable  period.  This increase
is  attributable  to increases in both modular  steel cell and IntraScan II PACS


                                       10

<PAGE>

software projects. For the nine months ended March 31, 2000, modular steel cells
represented 86.5% of total operating revenue.

     Cost of sales for the nine  months  ended  March 31,  2000,  consisting  of
materials,  labor and fixed  factory  overhead  expense  increased  by 157.5% to
$9,013,121  from  $3,500,422  for the  comparable  period.  Cost of  sales  as a
percentage  of revenues  was 75.6% for the nine  months  ended March 31, 2000 as
compared to 62.8% for the prior comparable period. This increase is due to labor
overruns  on  several  projects  being   manufactured   simultaneously  to  meet
deadlines.  In addition,  Mark recorded a significant charge for installation on
one project due to unforeseen site  conditions.  These  installation  costs were
estimated  at  $250,000,  as  compared  to actual  costs  running  approximately
$700,000.  Mark is attempting to recoup some of these cost overruns from its sub
contractor.

     General and  administrative  expenses  for the nine months  ended March 31,
2000,  increased 14.9% to $2,095,446 from $1,823,328 for the comparable  period.
The increase is  attributable  to the  additional  staffing in response to sales
growth and prospects in both business segments.

     Marketing  costs for the nine months ended March 31, 2000,  increased 76.3%
to $1,274,132 from $722,675 for the comparable  period.  This increase is due to
the expanded  marketing  efforts for its two  products,  modular steel cells and
IntraScan II PACS software.

     Software  costs  for the nine  months  ended  March  31,  2000  related  to
IntraScan  II  PACS,  increased  15.4%  to  $1,033,263  from  $895,548  for  the
comparable  period.  Mark has stabilized its  development  costs and has focused
working capital on marketing its IntraScan II PACS software and related items in
response to increased interest from distributors and potential customers.


Liquidity and Capital Resources

     Mark's  working  capital  requirements  result  principally  from staff and
management  overhead,  office  expense and  marketing  efforts.  Mark's  working
capital  requirements  have  historically  exceeded  its  working  capital  from
operations due to sporadic sales. Accordingly,  Mark has depended on and, absent
continued improvements in operations,  will depend on new capital in the form of
equity or debt financing to meet its working capital  deficiencies,  although no
assurances can be given that such financing will be available. Mark believes its
present available  working capital from existing  contracts and from anticipated
contracts is sufficient to meet its operating  requirements through December 31,
2000. If Mark requires  additional capital, it will continue to principally look
to private sources.

     Mark did not  maintain  any  inventory at March 31, 2000 and June 30, 1999.
While  Mark  presently  does not  have  any  material  commitments  for  capital
expenditures,  management  believes that its working  capital  requirements  for
inventory and other manufacturing related costs will significantly increase with
increases in product orders.

                                       11
<PAGE>

     For the nine months ended March 31, 2000,  Mark had negative cash flow from
operating  activities of $1,143,223,  most of which is  attributable  to the net
operating loss sustained for the period.

     For the nine months ended March 31, 2000,  Mark had negative cash flow from
investing  activities of $477,758,  all of which is attributable to the purchase
of  property  and  equipment.  Mark  has no  present  intention  of  making  any
acquisition,  which would have a material  negative  or positive  effect on cash
flow.

     For the nine months ended March 31,  2000,  financing  activities  provided
$1,825,523  in cash,  principally  due to the  proceeds  from stock  sales,  the
exercise of warrants and the sale of convertible debentures.

     Cash and cash  equivalents  increased  from  $298,167  at June 30,  1999 to
$502,709  at March 31,  2000 due to  proceeds  from stock and  debenture  sales;
warrant exercises,  offset by a loss from operations.  Working capital increased
to $2,085,761 at March 31, 2000 from  $1,032,237 at June 30, 1999  primarily due
to  proceeds  from  stock and  debenture  sales;  warrant  exercises,  offset by
operating losses.


Forward Looking Statements

     Except  for  the  historical  information  contained  herein,  the  matters
discussed  in this  report are  forward  looking  statements  under the  federal
securities law. These  statements are based on current plans and expectations of
Mark and  involve  risks  and  uncertainties  that  could  cause  actual  future
activities  and results of operations to be materially  different from those set
forth in the  forward-looking  statements.  Important  factors  that could cause
actual results to differ  include  whether cell and PACS projects are awarded to
Mark and the  timing of their  completion,  timely  collection  of  receivables,
meeting current and future  financial  requirements,  competition and changes in
PACS related technology.

Year 2000 Disclosure

     After an evaluation and analysis of its operations, including its financial
and operational  computer systems  applications,  Mark has concluded no material
adverse effect on its operations will occur due to Year 2000 software  failures.
To the extent modifications are required,  management believes the related costs
will not materially affect Mark's financial position.



                                       12
<PAGE>


                                     PART II
                                OTHER INFORMATION


Item 2.  Changes in Securities and Use of Proceeds

     On March 2, 2000,  Mark agreed to reduce the exercise  price of warrants to
purchase  343,750  shares  of  Common  Stock  from  $6.00 to $2.00 per share and
warrants to purchase  62,500 from $3.00 to $2.00 per share.  All of the warrants
were subsequently exercised.

     In January 2000, an investor  notified Mark of his intention to exercise an
option to purchase 20,000 shares of preferred stock each convertible into Common
Stock at $10.00 per  preferred  share  divided by 75% of the  trading  price and
warrants  to  purchase  25,000  shares of Common  Stock at $6.00 per  share.  On
January 19, 2000, Mark agreed to issue 100,000 shares of Common Stock in lieu of
the convertible preferred stock and also issued the warrants.

     In February 2000, Mark issued 186,500 shares of Common Stock to ten
persons and entities as compensation for services rendered or material provided.

     Each  of  the  foregoing  transactions  was  effected  in  reliance  on the
registration  exemption  provided by Section4 (2) of the  Securities  Act as not
involving a public  offering  due to the limited  nature of the offering and the
individuals' relationship with Mark.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

Exhibit No.          Exhibit Description

27.1            Financial Data Schedule

(b)  Reports on Form 8-K for the Quarter ending March 31, 2000


Date of Report              Item Reported

April 14, 2000                5.  Other events



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.

Date:  May 15, 2000

                                                  MARK SOLUTIONS INC.


                                                  By:/s/ Michael Nafash
                                                     -----------------------
                                                     Chief Financial Officer




                                       13
<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000807397
<NAME>                        Mark Solutions, Inc.

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              JUN-30-2000
<PERIOD-START>                                 JUL-01-1999
<PERIOD-END>                                   MAR-31-2000
<CASH>                                           502,709
<SECURITIES>                                           0
<RECEIVABLES>                                  4,577,894
<ALLOWANCES>                                           0
<INVENTORY>                                            0
<CURRENT-ASSETS>                               6,113,987
<PP&E>                                         3,871,762
<DEPRECIATION>                                 2,485,978
<TOTAL-ASSETS>                                 7,839,014
<CURRENT-LIABILITIES>                          4,028,226
<BONDS>                                          115,935
                                 0
                                       20,000
<COMMON>                                          68,589
<OTHER-SE>                                     2,642,272
<TOTAL-LIABILITY-AND-EQUITY>                   2,730,861
<SALES>                                       11,917,198
<TOTAL-REVENUES>                              11,917,198
<CGS>                                          9,013,121
<TOTAL-COSTS>                                 13,848,417
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                               169,387
<INCOME-PRETAX>                              (1,900,113)
<INCOME-TAX>                                   (150,000)
<INCOME-CONTINUING>                                    0
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                 (1,750,113)
<EPS-BASIC>                                      (.30)
<EPS-DILUTED>                                      (.30)



</TABLE>


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