U.S. Securities and Exchange Commission
Washington, DC 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1992
[ ] 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 0-161470
TELE-OPTICS, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 65-0008442
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21218 St. Andrews Boulevard, Suite 642, Boca Raton, FL 33433
(Address of principal executive office and zip code)
(561) 360-4951
(Issuer's telephone number)
(Former name, former address, and former fiscal year,
if changed since last report)
Check whether the Issuer (1) filed all reports required to
be filed by Section 13 or 15 (d) of the Exchange Act of 1934
during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for at least the past 90
days. Yes ___ No _X_
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable
date: On December 31, 1998, there were 5,000,000 shares of the
Registrant's Common Stock outstanding.
Transitional Small Business Disclosure Format (check one);
Yes __ No _X__
<PAGE>
TELE-OPTICS, INC.
Form 10-QSB Index
September 30, 1992
Page
Part I: Financial Information
Item 1. Financial Statements..................... 3
Balance Sheet Unaudited at September 30, 1992....... 4
Statements of Operations (Unaudited) for the
Three Month Periods ended September 30, 1992
and September 30, 1991 and the Nine Month
Periods Ended September 30, 1992 and
September 30, 1991.................................. 5
Statements of Cash Flow (Unaudited) for the
Nine Month Periods Ended September 30, 1992
and September 30, 1991.............................. 6
Notes to Financial Statements....................... 7
Item 2. Management's Discussion and Analysis
or Plan of Operation ............................... 8
Part II: Other Information
Item 1. Legal Proceedings ....................... 9
Item 2. Changes in Securities.................... 9
Item 3. Defaults Upon Senior Securities.......... 9
Item 4. Submission of Matters to a Vote
of Security Holders...................... 9
Item 5. Other Information........................ 9
Item 6. Exhibits and Reports on Form 8-K......... 9
Signatures............................................. 9
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
TELE-OPTICS, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1992 1991
------------- ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 39,248 $ 199,363
------------- ------------
Other Assets:
Note receivable - 211,861
Deposits - 1,557
------------- ------------
Total Other Assets - 213,418
------------- ------------
$ 39,248 $ 412,781
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 170 $ 199,533
------------- ------------
Shareholders' Equity:
Common stock, par value, $.01 per
share; authorized, 5,000,000 shares;
issued, 1,690,000; outstanding,
1,640,000 shares 16,400 16,400
Additional paid-in capital 1,863,042 1,863,042
Retained earnings (deficit) (1,665,276) (1,491,106)
------------- ------------
214,166 388,336
Less: Treasury stock,
50,000 shares at cost 175,088 175,088
------------- ------------
39,078 213,248
------------- ------------
$ 39,078 $ 412,781
============= =============
</TABLE>
See notes to condensed financial statements.
<PAGE>
TELE-OPTICS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1992 1991 1992 1991
<S> <C> <C> <C> <C>
Revenues: $ - $ - $ - $ -
----------- ------------ ------------ -----------
Costs and Expenses:
Selling & advertising 40,993 - 40,993 -
Loss on default of note - - 211,861 -
Interest - 13,271 - 66,185
----------- ------------ ------------ -----------
Loss before income tax, extra-
ordinary item and
discontinued operations ( 40,993) ( 13,271) ( 252,854) ( 66,185)
Income tax (refund) ( 78,684) - ( 78,684) -
----------- ------------ ------------ -----------
Income (loss) before extra-
ordinary item and
discontinued operations 37,691 ( 13,271) ( 174,170) ( 66,185)
Loss on discontinued
operations - ( 363,407) - (1,452,553)
----------- ------------ ------------ -----------
Income (loss) before
extraordinary item 37,691 ( 376,678) ( 174,170) (1,518,738)
Loss on sale of
subsidiary - ( 129,886) - ( 129,886)
----------- ------------ ------------ -----------
Net income (loss) $ 37,691 $( 506,564) $( 174,170) $(1,648,624)
=========== =========== =========== ===========
Income (loss) per share,
continuing operations $ .02 $ ( .01) $ ( .11) $ ( .04)
Loss per share ,
discontinued operations - ( .22) - ( .89)
Loss per share,
extraordinary item - ( .08) - ( .08)
----------- ------------ ------------ -----------
Net loss per share $ .02 $ ( .31) $ ( .11) $ ( 1.01)
=========== ============ ============ ===========
Average number of
shares outstanding 1,640,000 1,640,000 1,640,000 1,640,000
============ =========== ============ ===========
</TABLE>
See notes to condensed financial statements.
<PAGE>
TELE-OPTICS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1992 1991
------------ ------------
<S> <C> <C>
Cash provided (used) In:
Operating Activities $ ( 160,363) $( 580,209)
----------- -----------
Investing Activities:
Purchases of property, plant and equipment - ( 38,932)
Advances to officers and employees - ( 5,122)
Sale of Lenzar assets - 2,848,613
Sale of Lenzar liabilities,
net of elimination - (1,664,672)
----------- ------------
Total Investing Activities - 1,139,887
----------- ------------
Financing Activities:
Payments on notes payable and capital
lease obligations - ( 357,598)
Dividends paid - ( 820,000)
----------- ------------
Total Financing Activities - ( 1,177,598)
----------- ------------
Decrease in Cash ( 160,115) ( 617,920)
Cash balance, beginning 199,363 836,895
----------- ------------
Cash balance, end $ 39,248 $ 218,975
=========== =============
</TABLE>
See notes to condensed financial statements.
<PAGE>
TELE-OPTICS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation:
Tele-Optics, Inc. (the Company) was incorporated on December
31, 1986 and on that date and in early 1987, issued a total
of 1,000,000 shares of its $0.01 par value common stock as
follows: (a). 100,000 shares at incorporation, (b). 101,216
shares to its founder and 21,000 shares to others for the
rights to certain property and technology, (c). 33,500
shares in consideration of services rendered to the Company
and (d). 744,284 shares in exchange for all outstanding
stock of Lenzar Optics Corporation (Lenzar).
Business Activity:
The Company, a Delaware corporation, has its present
administrative office now located in Florida. At the present
time, the Company has no current operations and is actively
attempting to acquire a business operation, or obtain one
through merger with a privately-held company seeking public
status.
NOTE 2: UNAUDITED FINANCIAL STATEMENTS
The financial statements as of September 30, 1992, and for
the period ended September 30, 1992 and 1991, included
herein are unaudited; however, such information reflects all
adjustments consisting of normal recurring adjustments,
which are, in the opinion of management, necessary for a
fair presentation of the information for such periods. In
addition, the results of operations for the interim period
are not necessarily indicative of results for the entire
year. The accompanying financial statements are in condensed
form and should be read in conjunction with the Company's
annual report filed on Form 10KSB.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of
Operation.
(a) Plan of Operation
The Registrant is presently a development stage company
conducting virtually no business operations. The Company is
engaged in efforts to bring its delinquent period reporting
obligations under the Securities Exchange Act of 1934 up to date
through the preparation and filing of quarterly and annual
reports on Forms 10-QSB and 10-KSB, respectively, and to pay
certain obligations of the Company, including certain past due
and current accounting and legal fees, stock transfer agent fees,
franchise taxes, state and federal taxes, and other expenses.
After becoming current in its reporting obligations, the Company
plans to attempt to effect a merger, exchange of capital stock,
asset acquisition or other similar business combination (a
"Business Combination") with an operating or development stage
business which the Registrant may consider to have significant
growth potential. As a result, the Company has filed certain
disclosure documents with the Commission, including Annual
Reports on Form 10-KSB for the years ended December 31, 1991,
1992, 1993, 1994, 1995, 1996 and 1997, and Quarterly Reports on
Form 10-QSB for the three month periods ended March 31, June 30,
and September 30, 1992, 1993, 1994, 1995, 1996, 1997 and 1998.
Since 1991, the Company has neither identified nor engaged in any
commercial operations nor generated any revenues. To date,
moreover, the Company has neither identified any Business
Combination opportunity nor engaged in any definitive activities
in connection with any such transaction or transactions.
In late 1997, current management and others purchased
approximately sixty-eight (68%) percent of the ownership interest
of the Company, from the Company, for approximately $34,000 in
cash and cash equivalent which the Company received as paid-in
capital. At present those funds are supporting the Company's
efforts at preparation and filing of its delinquent and current
periodic reporting and other similar activities as described
above. The Registrant anticipates that no additional capital
infusions will be required prior to effectuating a Business
Combination. Until such time as the Registrant effectuates a
Business Combination, with the exception of certain other
professional fees and costs for such a transaction, the
Registrant expects that it will incur minimal operating costs.
No officer or director of the Registrant is paid any
compensation by the Registrant and presently, there are no
arrangements or anticipated arrangements to compensate any
officer or director in the near future. The Registrant expects
that it will meet its cash requirements until such time as a
Business Combination occurs.
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
No legal proceedings are pending in which the registrant is a
party.
Item 2. Change in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed during the period.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TELE-OPTICS, INC.
Registrant
BY:/s/John P. Little
Dated: June 30, 1999 John P. Little,
President & Director
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Balance
Sheet, Statement of Operations, Statements of Cash Flows and Notes thereto
incorporated in Part I, Item 1 of this Form 10-QSB and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1991
<PERIOD-END> SEP-30-1992
<CASH> 39,248
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 39,248
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 39,248
<CURRENT-LIABILITIES> 170
<BONDS> 0
0
0
<COMMON> 16,400
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 39,078
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 252,854
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (252,854)
<INCOME-TAX> (78,684)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (174,170)
<EPS-BASIC> (0.11)
<EPS-DILUTED> 0.00
</TABLE>
