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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10- QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended June 30, 2000
Commission File number 0-15654
TRANSPIRATOR TECHNOLOGIES, INC.
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Exact Name of Small Business Issuer as Specified in its Charter
Delaware 22-2789408
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State or Other Jurisdiction of I.R.S. Employer
Incorporation or Organization Identification Number
850-870 U.S. HWY #1 NORTH BRUNSWICK, NEW JERSEY 08902
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(Address of Principal Executive Offices)
732-246-5900
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(Registrants Telephone Number Including Area Code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or
onths (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 [ ] No [X]
As of August 8, 2000 the Registrant had 3,245,950 shares of common stock,
$.0001 par value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [X]
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INDEX
Page No.
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Part I: Financial Information
Item 1. Financial Statements:
Balance Sheets as of June 30, 2000 (Unaudited) 3
Statements of Operations, Three Months Ended
June 30, 2000 (Unaudited) and Three Months
Ended June 30, 1999 (Unaudited) 4
Statements of Cash Flows. Three Months Ended
June 30, 2000 (Unaudited) and Three Months
Ended June 30, 2000 (Unaudited) 5
Notes to Financial Statements 6
Item 2. Management's Plan of Operation 7
Part II: Other Information 8
Item 1. Legal Proceedings 8
Item 2. Change in Securities 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote
of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
Signatures 9
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TRANSPIRATOR TECHNOLOGIES, INC.
Balance Sheets
as of
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
2000 2000
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UNAUDITED
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 51,564 $ 58,126
Royalties receivable 82,500 74,166
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Total Current Assets: 134,064 132,292
Patents, Net -- --
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Total Assets $ 134,064 $ 132,292
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 28,019 $ 23,818
Notes payable - related parties 29,750 29,750
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Total Current Liabilities 57,769 53,568
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Related party transactions (notes 2 and 3)
Stockholders' Equity:
Preferred stock, $.10 par value - 1,000,000 shares
authorized, none outstanding
Common Stock , $.01 par value - 3,500,000 shares authorized,
3,245,950 issued and outstanding at June 30 and March 31, 2000 32,460 32,460
Additional paid-in capital 3,593,897 3,593,897
Retained Earnings (3,550,062) (3,547,633)
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Total Stockholders Equity 76,295 78,724
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Total Liabilities and Stockholders Equity $ 134,064 $ 132,292
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</TABLE>
The accompanying notes are an integral part of these financial statements
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TRANSPIRATOR TECHNOLOGIES, INC.
Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
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2000 1999
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<S> <C> <C>
Revenue $ 8,334 $ 20,833
General and administrative expenses 10,243 31992
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Income (loss) from operations (1,909) (11,159)
Interest expense 520 520
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Net earnings (loss) $ (2,429) $ (11,679)
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Basic and diluted earnings (loss) loss per share $ (0.001) $ (0.004)
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Weighted average number of shares outstanding for
basic and diluted earnings per share 3,245,950 3,220,126
========= =========
</TABLE>
The accompanying notes are an intergral part of these financial statements .
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TRANSPIRATOR TECHNOLOGIES, INC.
Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
June 30,
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2000 1999
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<S> <C> <C>
Cash Flows from operating activities:
Net loss $ (2,429) $(11,679)
Adjustments to reconcile net earnings (loss)
to net cash provided by (used in) operating
activities:
Common stock issues for services -- 23,500
Amortization -- 2,953
Increase in accounts receivable (8,334) 4,167
Increase in accounts payable 4,201 3,520
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Net cash provided by(used in)
operations (4,133) 34,140
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Net increase (decrease) in cash (6,562) 22,461
Cash at beginning of the year 58,126 14,820
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Cash at June 30, 2000 and 1999 $ 51,564 $ 37,281
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Supplemental Disclosures of Cash Flow Information:
Interest Paid: $ 520 $ 520
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Common stock issued for services $ -- $ 23,500
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</TABLE>
The accompanying notes are an integral part of these financial statements
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Transpirator Technologies, Inc.
Notes to Condensed Financial Statements
(Unaudited)
Note 1: Basis of Presentation
The unaudited condensed financial statements have been prepared from the books
and records of Transpirator Technologies, Inc. (the Company) in accordance with
generally accepted accounting principles for interim financial information.
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 and
recurring adjustments) considered necessary for a fair presentation have been
included. It is suggested that the condensed financial statements be read in
conjunction with the audited financial statements and notes thereto for the
year ended March 31, 2000 included in the company's annual report on Form 10-K.
Interim results are not necessary indicative of the full year.
Note 2: Earnings (Loss) Per Common Share
Earnings (Loss) per common share is based upon the weighted average number of
common shares and common equivalent shares outstanding during each period. When
stock options and warrants are dilutive, they are included as share equivalents
using the treasury stock method.
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Transpirator Technologies, Inc.
Item 2- Management's discussion and analysis of
financial condition and results of operations
The Company has been dormant since 1990 and there is no active trading in the
Company's common stock on a recognized exchange.
THREE MONTHS ENDED JUNE 30, 2000 VERSUS THREE MONTHS ENDED JUNE 30, 1999
Revenues for the three months ended June 30, 2000 include the final accrual for
minimum royalties of $8,334 versus $20,833 of royalty income in 1999. The
royalty agreement signed in May of 1997 provides for minimum royalties for
three years from the signing of the agreement in the amounts of $25,000,
$50,000 and $100,000 respectively. The agreement provides for royalties from
the sale of products developed from use and further enhancements of the
patents. The royalty agreement also provides an option for the patents to be
purchased for $2,000,000. The licensee has informed the Company that its
product should be commercially available sometime in the fourth quarter of
calendar 2000. There is no assurance that the licensee's product will be
commercially viable and that the Company will receive additional royalties
under this licensing agreement.
General and administrative expenses decreased $21,749 for the three months
ended June 30, 2000 versus June 30, 1999.this decrease related principally to
the fact that in 1999 the Company issued $23,500 in Common stock for services
rendered. Most if not all of the Company's expenses relate to the filing of the
annual report on Form 10- K, and the employment agreements that provide for
aggregate salary of $1,000 per month through August 2001. It is expected that
this trend will continue for the foreseeable future.
STATEMENT OF CASH FLOWS
Net cash used in operations of $6,562 for the three months ended June 30, 2000
was the result of an increase of $8,334 in royalties receivable, $2,429 net
loss for the period offset by a reduction in accounts payable of $4,201. The
net increase in cash in 1999 was the result of third year minimum royalties due
under its licensing agreement, the issuance of Common Stock for services offset
by increases in accounts receivable and payable and the net loss.
LIQUIDITY
The Company's annual and quarterly operating results will be affected by a
number of factors, the most important of which will be the realization of
royalties as outlined above. Additionally, future expenses relating to legal
and accounting expenses are expected to remain stable. Additionally, the
Company has employment agreements with two officers for salaries of $1,000 per
month through August 2001.
The Company has signed a note receivable for $82,500, which represents the
balance owed the Company under the licensing agreement. The note bears interest
at prime and is due on October 31, 2000 or earlier upon the closing of an
equity offering.
NET OPERATING LOSS CARRY-FORWARDS
The Company has net operating loss carry-forwards for Federal Income Tax
purposes of approximately $3,200,000, which begin to expire in the year 2001.
The ability of the company to utilize the NOL is not probable at June 30, 1998
and therefore, no benefit has been recorded.
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PART II. OTHER INFORMATION
Item 1. Legal proceedings.
None
Item 2. Changes in Securities.
None
Item 3. Defaults upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information
None
Item 6. Exhibits
None
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Signaturers
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.
Transpirator Technologies, Inc.
By: /s/ Raymond J. Romano
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Date: August 8, 2000 Raymond J. Romano
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