KBF POLLUTION MANAGEMENT INC
10-Q, 1999-11-15
SANITARY SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C 20549

                                   FORM 10-QSB

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



  For Qtr. Ended:             September 30,1999             File No.: 2-20954-NY

                         KBF POLLUTION MANAGEMENT, INC.
             (Exact name of registrant as specified in its charter)



                NEW YORK                                      11-2687588
      (State or other jurisdiction                         (I.R.S. Employer
    of incorporation or organization)                     Identification No.)



                    1 JASPER STREET PATERSON NEW JERSEY 07522
                    (Address of principal executive offices)


                                 (973) 942-7700
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X. No

Indicate the number of shares outstanding of each of the registrant's classes of
stock as of

November 11, 1999:

Common stock, $.00001 par value - 66,463,500 shares outstanding.

Transitional Small Business Disclosure Format:

   Yes  X ;  No    .
       ---      ---

<PAGE>

                 KBF POLLUTION MANAGEMENT, INC. AND SUBSIDIARIES

                               SEPTEMBER 30, 1999


<TABLE>
<CAPTION>


                                      INDEX
<S>                                                                               <C>

PART I - FINANCIAL INFORMATION

       Item I - FINANCIAL STATEMENTS (Unaudited)

               Balance Sheets -
                   September 30, 1999 and December 31, 1998                           3-4

               Statement of Income -
                   Nine Months Ended September 30, 1999 and 1998                        5

                   Three Months Ended September 30, 1999 and 1998                       6

               Statement of Cash Flows -
                   Nine Months Ended September 30, 1999 and 1998                      7-8

               Notes to Financial Statements                                            9

       Item II - MANAGEMENT'S DISCUSSION AND ANALYSIS                               10-14

PART II - OTHER INFORMATION                                                            15

SIGNATURES                                                                             15
</TABLE>


<PAGE>

                 KBF POLLUTION MANAGEMENT, INC. AND SUBSIDIARIES

                               SEPTEMBER 30, 1999

                                  BALANCE SHEET
                                     ASSETS

<TABLE>
<CAPTION>

                                                                    9/30/99            12/31/98
                                                                   Unaudited            Audited
                                                                   ---------            --------
<S>                                                              <C>                   <C>
CURRENT ASSETS:

   Cash                                                       $    200,622          $    300,213
   Cash - Restricted                                                     0                27,500
   Trade Accounts Receivable (Net of
     allowance for doubtful accounts
     of $52,688 & $31,183)                                         654,237               421,411
   Marketable Securities - Restricted                               52,230                86,591
   Inventories                                                      17,275                12,707
   Prepaid Expendable Supplies                                      13,821                13,821
   Other Prepaid Expenses                                           66,580                11,854
                                                              ------------          ------------
         Total Current Assets                                    1,004,765               874,097

FIXED ASSETS:
   Property, Equipment & Improvements
      (Net of Accumulated Depreciation &
      Amortization of $1,616,006 & $1,371,641)                   3,217,503             1,923,229
   Leased Property under Capital Leases
      (Amortization of $301,854 & $287,226)                        335,263                88,527
   Non Expendable Stock, Parts & Drums                             137,768               137,768
                                                              ------------          ------------
         Total Fixed Assets, Net                                 3,690,534             2,149,524

OTHER ASSETS:

   Security Deposits                                                42,634                 2,844
   Other Receivables                                               401,956               350,820
   License/Patent (Net of Accumulated Amortization
      of $1,750 & $1,000)                                           14,345                13,922
   Other Intangibles                                                89,943                47,279
   Prepaid Financing Cost                                                0                47,070
                                                              ------------          ------------
         Total Other Assets                                        548,878               461,935
                                                              ------------          ------------
                  TOTAL ASSETS                                  $5,244,177            $3,485,556
                                                                ==========            ==========

</TABLE>

                See accompanying notes to financial statements.

                                       3

<PAGE>

                 KBF POLLUTION MANAGEMENT, INC. AND SUBSIDIARIES

                               SEPTEMBER 30, 1999

                                  BALANCE SHEET
                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>

                                                                     9/30/99        12/31/98
                                                                    Unaudited        Audited
                                                                    ---------       ---------
<S>                                                                <C>              <C>
CURRENT LIABILITIES:
   Accounts Payable - Trade                                      $   591,887     $    383,367
   Accrued Expenses                                                   66,950          191,509
   Taxes Withheld & Accrued                                               58            5,801
   Deposit Payable                                                         0           40,000
   Current Portion of Capital Lease
       Obligations                                                   111,089           67,768
                                                                 ------------     ------------
         Total Current Liabilities                                   769,984          688,445

LONG-TERM LIABILITIES:
   Long - Term Debt                                                1,275,000                0
   Long - Term Lease Obligations                                     261,878          160,085
                                                                 -----------      -----------
         Total Long - Term Liabilities                             1,536,878          160,085

STOCKHOLDERS' EQUITY (DEFICIT) :

   Com. Stock par value .00001 per sh.
   Authorized - 500,000,000 shares
   Issued & Outstanding
       September 30, 1999 - 66,463,500                                   664                0
       Dec. 31,  1998 - 64,034,660                                         0              640
   Capital in Excess of Par Value                                  7,358,295        6,367,040
   Unrealized Gain (Loss) on Available-for-Sale Securities           (34,361)               0
   Retained Earnings (Deficit)                                    (4,387,283)      (3,730,654)
                                                                 -----------       ----------
            Total Stockholders' Equity (Deficit)                   2,937,315        2,637,026
                                                                 -----------     ------------

TOTAL LIABILITIES
      & STOCKHOLDERS' EQUITY (DEFICIT)                           $ 5,244,177    $   3,485,556
                                                                 ===========    =============
</TABLE>

See accompanying notes to financial statements.

                                       4
<PAGE>


                 KBF POLLUTION MANAGEMENT, INC. AND SUBSIDIARIES

                               SEPTEMBER 30, 1999

                               STATEMENT OF INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                       NINE MONTHS ENDED
                                                                  9/30/99               9/30/98
                                                                 --------               -------
<S>                                                        <C>                 <C>

REVENUES                                                    $    1,940,679      $     2,568,115
- --------
LESS: Cost of Operations                                         1,573,038              992,345
- ----                                                        --------------      ---------------

Gross Profit                                                       367,641            1,575,770

LESS: General & Admin. Expenses                                    852,205              712,244
- ----
      Selling Expenses                                             205,793               74,397
                                                            --------------       --------------

Operating Income (Loss)                                           (690,357)             789,129

OTHER INCOME (EXPENSES):

Interest Income                                                     53,237               24,032
Interest Expense                                                   (16,241)             (20,139)
Income Tax Provision                                                (3,267)              (4,787)
                                                            ---------------     ----------------

NET INCOME (LOSS)                                                 (656,628)             788,235
- -----------------

OTHER COMPREHENSIVE INCOME (LOSS)

Unrealized Holding Losses                                         ( 34,361)            (322,574)
                                                            ---------------      ---------------

COMPREHENSIVE INCOME (LOSS)                                   $   (690,989)      $      465,661
- ---------------------------                                   =============      ==============


Number of Shares Outstanding                                    66,463,500           58,501,160

Earnings Per Share from Operations                         $          (.01)       $         .01
                                                           ===============       ===============

Earnings Per Share - Net Income (Loss)                     $          (.01)       $         .01
                                                           ===============       ===============
</TABLE>

See accompanying notes to financial statements.

                                       5
<PAGE>


                 KBF POLLUTION MANAGEMENT, INC. AND SUBSIDIARIES

                               SEPTEMBER 30, 1999

                               STATEMENT OF INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED
                                                                 9/30/99               9/30/98
                                                                 -------               --------
<S>                                                        <C>                 <C>


REVENUES                                                   $      835,426      $       623,345
- --------
LESS: Cost of Operations                                          648,565              339,291
- ----                                                       --------------       --------------
Gross Profit                                                      186,861              284,054
LESS:  General & Admin. Expenses                                  260,691              260,076
- -----
       Selling Expenses                                            61,556               30,600
                                                           --------------       --------------
Operating Income (Loss)                                          (135,386)              (6,622)
OTHER INCOME (EXPENSES):
Interest Income                                                    17,491               16,806
Interest Expense                                                   (5,791)              (5,966)
Income Tax Provision                                               (1,252)              (3,293)
                                                           ---------------      ---------------
NET INCOME (LOSS)                                                (124,938)                 925
- ------------------
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized Holding Losses                                         (16,491)            (250,812)
                                                           ---------------      ---------------
COMPREHENSIVE INCOME (LOSS)                                  $  ( 141,429)       $    (249,887)
- ---------------------------                                  =============       ==============
Number of Shares Outstanding                                   66,463,500           58,501,160
Earnings Per Share from Operations                        $          (.01)       $        (.01)
                                                          ===============       ===============
Earnings Per Share - Net Income (Loss)                    $         (.01)       $          .01
                                                          ===============       ===============
</TABLE>

See accompanying notes to financial statements.

                                       6

<PAGE>


                 KBF POLLUTION MANAGEMENT, INC. AND SUBSIDIARIES

                               SEPTEMBER 30, 1999

                             STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                    NINE MONTHS ENDED
                                                               9/30/99               9/30/98
                                                               ------                -------
<S>                                                <C>                      <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Cash Received from Customers                      $       1,628,855       $     1,338,870
   Cash Paid to Suppliers & Employees                       (1,948,840)             (806,286)
   Interest & Dividends Received                                 2,101                 1,420
   Interest Paid                                               (16,441)              (20,207)
   Income Taxes Paid                                            (6,708)               (4,672)
                                                     -----------------       ----------------
Net Cash Provided (Used) by
Operating Activities                                          (341,033)              509,125
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from Sale of Equipment                              24,000                     0
   Cash Purchases of Intangible Assets                         (20,741)                    0
   Cash Purchases of Equipment                              (1,681,931)           (1,107,757)
                                                     ------------------      -----------------
Net Cash Provided (Used) in Investing
Activities                                                  (1,678,672)           (1,107,757)
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from Sale of Stock &
    Warrants                                                   500,000               506,670
   Proceeds from Long-Term Debt                              1,470,364                     0
   Repayment of Long-Term Debt &
         Capital Lease Obligations                             (50,250)              (44,727)
                                                     -----------------       ---------------
Net Cash Provided (Used) by Financing
Activities                                                   1,920,114               461,943
                                                     -----------------       ---------------
NET INCREASE (DECREASE) IN CASH                                (99,591)             (136,689)
CASH at Beginning of Period                                    300,213               224,643
                                                     -----------------       ---------------
CASH at End of Period                                $         200,622       $        87,954
                                                     =================       ===============

</TABLE>


See accompanying notes to financial statements.

                                       7

<PAGE>


                 KBF POLLUTION MANAGEMENT, INC. AND SUBSIDIARIES

                               SEPTEMBER 30, 1999

                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                           NINE MONTHS ENDED
                                                                  9/30/99                    9/30/98
                                                                  -------                    --------
<S>                                                         <C>                    <C>

RECONCILIATION OF NET INCOME TO NET
CASH FROM OPERATING ACTIVITIES:
NET INCOME (LOSS)                                           $    (656,628)          $          788,235
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
    Depreciation                                                  263,562                      187,242
    Amortization                                                      750                          897
    Expenses Paid in Stock                                         76,350                            0
    Bad Debts                                                      39,230                        1,088
    Interest Income                                               (51,136)                           0
    Loss from Discontinued Operations                              22,759                            0
(Increase) Decrease in :
      Restricted Cash                                              27,500                            0
      Trade Accounts Receivable                                  (311,824)                     (25,882)
      Other Receivables                                                 0                     (842,561)
      Inventories                                                  (4,568)                     (10,803)
      Prepaid Expenses & Deposits                                 (47,446)                     176,110
Increase (Decrease) in:
      Accounts Payable                                            361,467                      155,574
      Withholding Taxes Payable                                    (5,441)                      (6,584)
      Deposit Payable                                                   0                       40,000
      Accrued Expenses                                            (55,608)                      45,809
                                                            --------------             --------------
                                                              $  (341,033)              $     509,125
                                                            ==============             ==============
Supplemental schedule of non-cash
investing and financing activities:

Common Stock and Options issued for the
payment of accounts payable and accrued expenses.             $   100,833                $    238,000
                                                              ===========               =============
Common Stock issued for the payment of
underwriting costs, equipment & expenses.                     $   351,220                $          0
                                                              ===========               =============
Common Stock issued for the payment of
notes payable.                                                $         0                $     60,000
                                                              ============              =============

Common Stock received for the
payment of other receivables.                                 $   500,000                $    500,000
                                                            =============               =============

Revaluation of Available-for-sale-securities.                $     34,361                $   (322,574)
                                                            =============               =============

</TABLE>

See accompanying notes to financial statements.

                                       8

<PAGE>

                         KBF POLLUTION MANAGEMENT, INC.
                                AND SUBSIDIARIES

                               SEPTEMBER 30, 1999

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 -BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the instructions and item 310(b) of Regulations S-B. 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  accruals)
considered necessary for fair presentation have been included. Operating results
for the nine months ended September 30, 1999 are not  necessarily  indicative of
the results  that may be expected  for the year ended  December  31,  1999.  For
further  information,  refer to the financial  statements and footnotes  thereto
included in the Company's 1998 annual report filed on Form 10-K and Form 10-SB.

NOTE 2 - INVENTORIES

Inventories are comprised of the following major categories:

                                               9/30/99                 12/31/98
                                              --------                 ---------
Shipping Supplies                            $   2,857                 $   2,857
Reagents                                        14,418                     9,850
                                                ------                     -----
                                              $ 17,275                  $ 12,707
                                              ========                  ========

NOTE 3 - NOTES PAYABLE

As of the  date  of  this  report,  the  Company  concluded  $1,325,000  of debt
financing  through  AMR,  Inc.,  its wholly owned  subsidiary,  with twelve (12)
private individuals,  of which $1,275,000 has been collected as of September 30,
1999. An additional  $50,000 was  collected in October,  1999.  The terms of the
obligations  call for  repayment  over 24 months,  beginning  the date AMR, Inc.
commences  operations,  utilizing  41%  of  the  net  pre-tax  revenues  of  the
subsidiary to make said  repayments,  with interest  computed at 6.5%.  The note
also  provides for a conversion  feature into KBF  Pollution  Management  common
stock,  converting at market value on the conversion  date (of restricted  stock
less a 25% lack of marketability discount), should any of the obligations remain
at the end of the second  year.  The packages  include a  business-unit-specific
profit  participation  component  for  the  lender,  after  the  note  has  been
satisfied, which totals 26% of the business-unit-specific profit.


                                       9

<PAGE>


                 KBF POLLUTION MANAGEMENT, INC. AND SUBSIDIARIES

                               SEPTEMBER 30, 1999

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


THE  FOLLOWING  DISCUSSION  SHOULD  BE READ IN  CONJUNCTION  WITH THE  FINANCIAL
STATEMENTS AND NOTES SET FORTH ELSEWHERE IN THIS REPORT.

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1999
AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998

Total revenues for the nine months September 30, 1999 decreased to $1,940,679 as
compared  to  $2,568,115  for the same period in 1998,  a decrease  of 25%.  The
Company  attributes  the decrease  predominately  to the  non-recurring  initial
license fee of $500,000  received  during the first  quarter of 1998 and royalty
income of $321,123,  relating to the terminated  Solucorp  Industries  agreement
(see 10KSB  12/31/98).  Total  revenues for the nine months ended  September 30,
1999 as compared to the adjusted  revenues for the same period in 1998,  without
regard to the licensing fee and royalty income,  increased by 10%. This increase
in revenues is due to the Company's move to New Jersey where there are increased
business opportunities,  along with the Company's expansion of both internal and
external sales efforts,  increased  market  penetration and the expansion of the
SST processing capabilities.

Trade accounts  receivable has increased 38% over the past three months, most of
which is 0-30 days. Current trade accounts receivable are as follows:

             0 -30 days                      $480,844
             30-45 days                       125,002
             45-60 days                        17,292
             60-90 days                        16,147
            90-120 days                        10,660
             120 + days                        56,980
                                             --------
                                             $706,925
                                             ========

An allowance  for doubtful  accounts in the amount of $52,688 has been  provided
against the foregoing receivables,  which are presented on the balance sheet net
of said  allowance.  Based upon the  Company's  collection  history,  management
believes this allowance is adequate.

Trade  accounts  receivable  collected  in cash  subsequently  through  November
10,1999 was $473,821.

 Long-term accounts  receivable (other receivable)  represents minimum royalties
due from Solucorp relating to the licensing agreement  terminated in 1998. These
amounts are due December 31, 1999 and are presented at present value,  net of an
allowance for uncollectability as follows:

              Minimum Royalty                                    $ 750,000
                Discount to Present Value                         (107,753)
                                                                  --------
                Present Value of Minimum Royalty                   642,247
                Interest Earned through September 30, 1999          80,833
                                                                  --------
                Total Other Receivable & Revenue
                       Before Allowance                            723,080
                Allowance for Doubtful Accounts                   (321,124)
                                                                ----------
                Total Other Receivable Presented
                        And Revenue Reflected Herein           $   401,956
                                                                ==========


                                       10
<PAGE>

                 KBF POLLUTION MANAGEMENT, INC. AND SUBSIDIARIES

                               SEPTEMBER 30, 1999

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

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1999
AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998 (continued)

Cost of sales for the nine months ended  September 30, 1999  increased to 81% of
revenues  from 39% of  revenues  for the same period in 1998.  This  increase is
primarily  the result of the  non-recurring  license fee of $500,000 and royalty
income of $321,123  relating to the  terminated  Solucorp  Industries  agreement
included in sales in the first nine months of 1998. The percentage cost of sales
without regard to this income in 1998 was 57% of sales. The increase from 57% in
1998 to 81% in 1999 is primarily  related to increased  facility  overhead costs
associated  with  the   significantly   larger  facility  in  New  Jersey,   and
depreciation expenses related to newly acquired equipment.

General and  administrative  expenses  increased by 20% to $852,205 for the nine
months  ended  September  30,  1999 from  $712,244  for 1998.  This  increase is
primarily due to the increase in legal fees related to the on-going legal action
with Solucorp  Industries,  increases in management  personnel,  and  additional
administrative staffing.

Selling  expenses  increased  by 176% to  $205,793  for the  nine  months  ended
September  30, 1999 as compared  to $74,397 for the  comparable  period in 1998.
This increase is due to the increased  sales effort  undertaken by management in
1999.

The anticipated savings in moving the Company's facility have predominately been
realized,  even though  costs,  as described  above,  have  increased.  Facility
overhead for 1999, which is predominately rent, is being compared to a period in
1998 when the Company,  under a temporary  agreement,  was paying  reduced rent.
Further,  additional equipment,  increasing the Company's capacity, has resulted
in increased  utility costs,  which exceed the 1998 costs. Had capacity remained
stable,  utility  costs  would  have  declined.  Depreciation  relating  to this
equipment has also increased  costs.  The Company's sales efforts and management
personnel  costs are also greater than they were in 1998,  again  distorting the
comparison.  Other cost savings, such as telephone,  administrative and facility
labor,  insurance,  etc. are, in fact, lower in New Jersey.  Management believes
the Company will continue to derive cost saving benefits relating to its move to
New Jersey,  and that these  savings may not be readily  apparent as the Company
continues  to expand its  physical  capabilities,  increase  its sales  efforts,
employ management and generally grow the Company.

The Company  incurred a net loss of -$690,989 for the first nine months of 1999,
a 248% decrease from the net profit of $465,661 for the same period in 1998, due
to the increase in other costs mentioned above.



                                       11
<PAGE>

                 KBF POLLUTION MANAGEMENT, INC. AND SUBSIDIARIES

                               SEPTEMBER 30, 1999


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

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1999
AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998 (continued)


LIQUIDITY AND CAPITAL RESOURCES

The Company has working capital of $234,781 at September 30, 1999 as compared to
$185,652 at December 31, 1998.

As disclosed in Note 3, the Company borrowed an additional $50,000 in the fourth
quarter of 1999.  Further,  the  Company  expects to receive  $157,000  from the
exercise of stock options, which would have been called by the Company. $137,000
has been received to date.  These funds will be used for working  capital and to
finance additional expansion.

The Company  experienced  negative cash flows of $99,591 during the period. This
is  due  predominately  to  changes  in  receivables,   payables  and  equipment
purchases.

Management believes that its current cash position and current  operations,  and
the funds  discussed  above  will  provide  adequate  cash flow to meet  current
obligations.

LONG ISLAND FACILITY

KBF has ceased operations at the Long Island, New York facility, and anticipates
no further costs related to it.

YEAR 2000

The Company's State of Readiness

The Company's information  technology systems are presently year 2000 compliant.
All internal  programs were written by Company's  management  with the year 2000
issue  incorporated into the initial writing of the programs.  The programs have
been tested and management is satisfied that they are working properly.

Year 2000 compliance of the Company's non-information technology system has been
addressed and management feels that systems in place are year 2000 compliant.

Management has received verbal  confirmation from many of the third parties that
provide services or products to the Company, and have been assured that they are
year 2000 compliant.  The Company is presently  developing  questionnaires to be
answered by the third parties regarding their level of year 2000 compliance,  so
that  management  has written  confirmation  as to their  status  before 1999 is
complete.

                                       12

<PAGE>


                 KBF POLLUTION MANAGEMENT, INC. AND SUBSIDIARIES

                               SEPTEMBER 30, 1999

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

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1999
AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998 (continued)

YEAR 2000 (continued)

The Costs to Address the Company's Year 2000 Issues

Management  believes  the  estimated  costs in  connection  with the third party
compliance will not be significant.

The Risks of the Company's Year 2000 Issues

Given the  nature of the  business,  management  does not  believe  there is any
significant risk, nor will there be any negative impact on their operations from
any source relating to Year 2000 readiness.

The Company's Contingent Plans

Due  to  management's   comfort  with  internal  control  over  the  information
technology  and  non-information   technology,  the  Company  does  not  have  a
contingency  plan.  Regarding third parties,  management  believes any potential
problems or losses arising from the unknown should be minimal.

SOLUCORP LITIGATION

Judge Susan Reisner,  of the Superior  Court of New Jersey,  who is managing the
case,  referred the parties to non-binding  mediation with the Office of Dispute
Resolution of the State of New Jersey.  The parties  engaged in  mediation,  but
were  unsuccessful  in resolving  the case.  Judge  Reisner had conducted a case
management  conference  and  entered a case  management  order.  The parties are
conducting discovery pursuant to the order.

FORWARD-LOOKING STATEMENTS

When used  herein,  the terms  "expect,  plan,  anticipate,  believe" or similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements.

The Company has included certain forward-looking statements in this Management's
Discussion  and  Analysis  of Results  of  Operations,  Cash Flow and  Financial
Condition.  These  statements are based on current  expectations,  estimates and
projections about the industries in which the Company operates, and management's
beliefs and various  assumptions  made by  management,  which are  difficult  to
predict.  Among the factors that could affect the outcome of the  statements are
general  industry and market  conditions,  and growth rates.  Therefore,  actual
outcomes  and their  impact on the  Company may differ  materially  from what is
expressed or forecasted. The Company undertakes no obligation to update publicly
any forward-looking statements,  whether as a result of new information,  future
events, or otherwise.

                                       13

<PAGE>


                 KBF POLLUTION MANAGEMENT, INC. AND SUBSIDIARIES

                               SEPTEMBER 30, 1999

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

RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30,1999
AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30,1998

Total  revenues  for the three  months  ended  September  30, 1999  increased to
$835,426 as compared  to  $623,345  for the same period in 1998,  an increase of
34%. This  increase in revenue is due to the Company's  move to New Jersey where
there are increased business  opportunities,  along with the Company's expansion
of both internal and external sales efforts,  increased  market  penetration and
the expansion of the SST processing capabilities.

Cost of sales for the three months ended  September 30, 1999 increased to 78% of
revenues  from 54% of  revenues  for the same period in 1998.  This  increase is
primarily  due  to  increased   facility  overhead  costs  associated  with  the
significantly larger facility in New Jersey and depreciation expenses related to
newly acquired equipment.

General and administrative  expenses remained relatively unchanged for the three
months  ended  September  30,  1999 as  compared  to the  same  period  in 1998.
Management notes that legal costs  associated with the Solucorp  litigation were
relatively  insignificant during the third quarter of 1999.  Management believes
that in subsequent  periods there will be increased  costs  associated with this
litigation.

Selling  Expenses  increased  100% to $61,556 in the third  quarter of 1999 from
$30,600 for 1998. This increase is due primarily to the additional  sales effort
undertaken by management in 1999.

The Company  incurred a net loss of -$124,938  for the third  quarter of 1999, a
13,607% decrease from the net income of $925 for the same period in 1998, due to
the increased costs mentioned above.

                                       14

<PAGE>


                 KBF POLLUTION MANAGEMENT, INC. AND SUBSIDIARIES

                               SEPTEMBER 30, 1999


PART II - OTHER INFORMATION

   Item II Part (c) - Sale of Securities not Registered

(a)  The Company sold 1,750,000  shares of unregistered  common stock in July of
     1999 which were exempt from registration under Section 4(2).

(b)  There were no underwriters  relating to this sale. The stock was sold to an
     accredited individual investor.

(c)  The  stock  was  sold  for  $350,000,  all of  which  was  received  by the
     registrant.

     The  Company  issued  1,178,840  shares of stock for  payment  of  accounts
     payable, underwriting costs, equipment and expenses.

   Item VI - Exhibits and Reports on Form 8-K

                 Exhibits No.                     Description
                 ----------                       ------------
                    27                      Financial Data Schedule

          Reports on Form 8-K for the nine months ended September 30,1999, there
     were no reports filed on Form 8-K.


SIGNATURES

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.

                                              KBF POLLUTION MANAGEMENT, INC.

Dated:  November 11, 1999                     LARRY KREISLER
                                              -------------------------------
                                              LARRY KREISLER - PRESIDENT

Dated:  November 11, 1999                     KATHI KREISLER
                                              --------------------------------
                                              KATHI KREISLER - SECRETARY /
                                                               TREASURER

                                       15


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
unaudited financial  statements dated September 30, 1999 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK>                         0000810162
<NAME>                        KBF POLLUTION MANAGEMENT, INC. AND SUBSIDIARIES
<MULTIPLIER>                                   1

<CURRENCY>                                     US Dollars

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                             Dec-31-1999
<PERIOD-START>                                Sep-30-1999
<PERIOD-END>                                  Sep-30-1999
<EXCHANGE-RATE>                                                1
<CASH>                                                   200,622
<SECURITIES>                                              52,230
<RECEIVABLES>                                            706,925
<ALLOWANCES>                                            (52,688)
<INVENTORY>                                               17,275
<CURRENT-ASSETS>                                       1,004,765
<PP&E>                                                 5,470,626
<DEPRECIATION>                                       (1,917,860)
<TOTAL-ASSETS>                                         5,244,177
<CURRENT-LIABILITIES>                                    769,984
<BONDS>                                                        0
                                          0
                                                    0
<COMMON>                                                     664
<OTHER-SE>                                             2,936,651
<TOTAL-LIABILITY-AND-EQUITY>                           5,244,177
<SALES>                                                1,940,679
<TOTAL-REVENUES>                                       1,940,679
<CGS>                                                  1,573,038
<TOTAL-COSTS>                                          1,573,038
<OTHER-EXPENSES>                                       1,057,998
<LOSS-PROVISION>                                               0
<INTEREST-EXPENSE>                                        16,241
<INCOME-PRETAX>                                        (653,361)
<INCOME-TAX>                                               3,267
<INCOME-CONTINUING>                                    (656,628)
<DISCONTINUED>                                                 0
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                           (656,628)
<EPS-BASIC>                                              (.01)
<EPS-DILUTED>                                              (.01)


</TABLE>


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