<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
[ ] 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: 33-14065-D
DRYDEN INDUSTRIES,INC.
(Exact name of registrant as specified in its charter)
UTAH 87-0476117
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
1133 Fourth St. Sarasota, FL 34236
(Address of principal executive offices) (Zip Code)
(941) 362-0470
(Registrant's telephone number, including area code)
DRY DAIRY INTERNATIONAL, INC.
(Former name, former address, and former fiscal year, if changed since last
report.)
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), Yes [X] No [ ] and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding of each of the issuer's classes of common
stock, was 45,995,688 shares of common stock, par value $0.001, as of
June 30, 1999.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a complete presentation of
the financial position, results of operations, cash flows, and stockholders'
equity in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
The unaudited balance sheet of the Company as of June 30, 1999, and
the related audited balance sheet of the Company as of December 31, 1998, and
the related unaudited statements of operations, and cash flows for the three and
six month periods ended June 30, 1998 and 1999, and the unaudited statement of
stockholders' equity for the period from December 31, 1996 through June 30,
1999, are attached hereto and incorporated herein by this reference.
Operating results for the six months ended June 30, 1999, are not
necessarily indicative of the results that can be expected for the year ending
December 31, 1999.
<PAGE> 3
DRYDEN INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY DRY DAIRY INTERNATIONAL, INC. AND SUBSIDIARIES)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31,
1999 1998
(Unaudited) (Audited)
------------ ------------
ASSETS
Current Assets:
Cash $ ( 25) $ 161
---------- ----------
Total current assets ( 25) 161
---------- ----------
Total Assets $ ( 25) $ 161
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Reserve for discontinued operations $ 594,336 $ 594,336
Accounts payable 18,620 0
Notes payable - shareholder 50,000 50,000
Accrued interest payable 4,667 2,667
Payable - related party 42,000 0
Line of credit - related party 660,187 634,503
---------- ----------
Total current liabilities 1,369,810 1,281,506
---------- ----------
Total Liabilities 1,369,810 1,281,506
---------- ----------
Stockholders' Equity:
Stock authorized 150,000,000 shares at
$0.001 par value; 45,995,688 shares
issued and outstanding. 45,996 45,996
Additional paid-in capital 2,611,897 2,611,897
Accumulated deficit prior to
development stage (2,591,722) (2,591,722)
Accumulated deficit from the inception
of development stage (1,436,006) (1,347,516)
---------- ----------
Total Stockholders' Equity (Deficit) (1,369,835) (1,281,345)
----------- ----------
Total Liabilities and
Stockholders' Equity $( 25) $ 161
========== ==========
<PAGE> 4
DRYDEN INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY DRY DAIRY INTERNATIONAL, INC. AND SUBSIDIARIES)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FROM
INCEPTION
OF THE
DEVELOPMENT
STAGE ON
JANUARY 1,
FOR THE THREE MONTHS FOR THE SIX MONTHS 1998 THROUGH
ENDED June 30, ENDED June 30, JUNE 30,
1999 1998 1999 1998 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------ ----------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $ - $ -
------- -------- -------- ------- ------------
Expenses 45,935 - 88,490 - -
------- -------- -------- ------- ------------
Loss Before Operations
Before Loss From
Discontinued
Operations 45,935 - 88,490 - 88,490
------- -------- -------- ------- ------------
Loss From Discontinued
Operations - 166,846 - 296,931 1,347,516
------- -------- -------- ------- ------------
Net (loss) $ (45,935) $(166,846) $ (88,490) $(296,931) $ (1,436,006)
========= ========= ========= ========= ============
Net (loss)
per share $ (0.00) $ (0.00) $ (0.00) $ (0.01)
========= ========= ========= =========
Weighted average
number of shares
outstanding. 45,995,688 43,695,68 45,995,688 43,695,688
========== ========== ========== ==========
</TABLE>
<PAGE> 5
DRYDEN INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY DRY DAIRY INTERNATIONAL, INC. AND SUBSIDIARIES)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Common Stock Accumulated
Paid-in Development
Shares Amount Capital Stage
--------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Balances,
December 31, 1996 $35,295,688 $35,296 $1,707,797 ($1,536,314)
Common stock issued for cash
at $0.075 per share 3,800,000 3,800 281,200 -
Common stock issued for
Equipment at $0.075 per share
2,800,000 2,800 277,200 -
Common stock issued for cash
at $0.100 per share 1,000,000 1,000 99,000 -
Common stock issued for cash
at $0.050 per share 1,800,000 1,800 89,000 -
Common stock issued for cash
at $0.11 per share 500,000 500 50,500 -
Reverse canceled shares 800,000 800 107,200 -
Net loss for the year
ended December 31, 1997 - - - $(1,055,048)
-------- -------- -------- ----------
Balance, December 31, 1997 45,995,688 $ 45,996 $2,611,897 $(2,591,772)
========== ========= ========== ===========
Net loss for the year
Ended December 31 1998 - - - $(1,347,516)
Balance, December 31 1998 45,995,688 $ 45,996 $2,611,897 $(3,939,238)
========== ========= ========== ============
Net loss for the period ended
June 30, 1999 (Unaudited) - - - (88,490)
---------- --------- ---------- ------------
Balance, June 30, 1999
(Unaudited) 45,995,688 $ 45,996 $2,611,897 $(4,027,728)
========== ========= ========== ===========
</TABLE>
<PAGE> 6
DRYDEN INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY DRY DAIRY INTERNATIONAL, INC. AND SUBSIDIARIES)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FROM INCEPTION
OF THE INCEPTION
DEVELOPMENT STAGE
ON JANUARY 1,
FOR THE THREE MONTHS FOR THE SIX MONTHS 1998 THROUGH JUNE 30,
ENDED JUNE 30, ENDED JUNE 30, JUNE 30,
1999 1998 1999 1998 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Operating Activities:
Net gain (loss) $( 115,935) $( 166,846) $( 158,490) $( 296,931) $(1,436,006)
Adjustments to reconcile net gain
(loss) to net cash provided
by operating activities:
Depreciation - 21,000 - 42,000 -
Loss on discontinued
Operations 851,596
Changes in operating assets
and liabilities:
(Increase) decrease in accounts
receivable - 146,087 - 104,965 -
(Increase) decrease in
inventory - 21,882 - 36,310 -
(Increase) decrease in other
current assets 5,256 - ( 5,188) -
Increase (decrease) in accounts
payable 101,854 ( 71,394) 130,620 ( 24,732) 234,275
Increase (decrease) in accrued
taxes - ( 1,807) - 6,076 -
Increase (decrease) in accrued
Interest 1,000 - 2,000 - 2,000
-------- --------- ---------- --------- ---------
Net cash used by operating
activities ( 13,081) ( 45,822) ( 25,870) ( 137,500) (348,135)
-------- --------- ---------- --------- ----------
Investing Activities:
Purchase of property and equipment
- - - ( 3,397) -
-------- --------- ---------- --------- ----------
Net cash used by investing
activities - - - ( 3,397) -
-------- --------- ---------- --------- ----------
Financing Activities:
Increase in notes
payable - 49,407 - 47,883 (7,993)
Increase (decrease) in Loan
from shareholder 12,994 (3,585) 25,684 93,014 356,103
Issuance of common stock - - - - -
-------- --------- ---------- --------- ----------
Net cash provided by financing
activities 12,994 45,822 25,684 140,897 348,110
-------- --------- ---------- --------- ----------
(Decrease) Increase in
Cash (87) 0 (186) 0 (25)
Cash at beginning of period 62 0 161 0 0
-------- --------- ---------- --------- ----------
Cash at end of period $ (25) $ 0 $ (25) $ 0 $ (25)
======== ========= ========== ========= ==========
Supplemental cash flows information:
Cash paid for:
Interest $ 13,994 $ 20,828 $ 27,684 $ 8,295
Taxes $ - $ - $ - $ -
</TABLE>
<PAGE> 7
DRYDEN INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY DRY DAIRY INTERNATIONAL, INC. AND SUBSIDIARIES)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1998 AND DECEMBER 31, 1997
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at June 30, 1999 and
for all periods presented have been made.
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 1998 audited
consolidated financial statements. The results of operations for the periods
ended June 30, 1999 and 1998 are not necessarily indicative of the operating
results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred cumulative operating losses through June
30, 1999, and has a working capital deficit at June 30, 1999. Revenues have
not been sufficient to cover it's operating costs and to allow it to continue
as a going concern. The potential proceeds from the sale of common stock,
other contemplated debt and equity financing, and increases in operating
revenues from new developments would enable the Company to continue as a going
concern. There can be no assurance that the Company can or will be able to
complete any debt or equity financing. If these efforts are not successful,
management is committed to meeting the operational cash flow needs of the
Company.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Plan of Operation
The Company began the year reclassified as a development stage company having
discontinued operations in all three of it's subsidiaries during fiscal year
1998. Due to the lack of assets and available funds, the Company's 1998 fiscal
year audited financial statements contain a "going concern" disclosure which
places into question the Company's ability to continue without substantial
increases in revenue or financing. Currently, the Company is in search of
candidates for merger which would bring operations to the Company.
On October 20, 1995, the Company completed the sale of a controlling interest
in the Company to Mr. Philip R. Lacerte of Dallas, Texas. The terms of the
purchase agreement provided that the Company issue to Mr. Lacerte, 13,827,500
shares of the Company s restricted common stock, at the time constituting
50.5% of the Company s total issued and outstanding shares, in exchange for
a cash payment of $110,000 and the extension of a line of credit for up to
$550,000, to meet the Company s then operational needs. Interest on the line
of credit is eight percent (8%) per annum.
During the fiscal year ended December 31, 1998, the line of credit was
increased to $650,000 and $634,503 of credit and interest was extended under
the terms of the line of credit agreement. This balance was due and owing at
December 31, 1998. During the quarter ended June 30, 1999, the line of credit
balance due increased to $660,187.
Liquidity and Capital Resources
At June 30, 1999, the Company had total current assets of $(25) and total
current liabilities of $1,369,810, resulting in a working capital deficit
of $(1,369,835), as opposed to current assets of $89,157 and total current
liabilities of $905,376 at June 30, 1998, resulting in a working capital
deficit of $(816,219).
During the six month period ended June 30,1999, the Company issued no shares
of its common stock. During the fiscal year ended December 31, 1998, the
Company issued no shares of it's common stock.
Management believes that new acquisitions of companies with current operations
can be successfully financed by third parties. The Company will continue to seek
other sources of financing. Due to the Company's financial condition it does
not anticipate receiving substantial, if any, debt financing.
Results of Operations
The Company has experienced a loss from discontinued operations of $1,436,006
from inception of January 1, 1998 until June 30, 1999. At December 31, 1998,
the Company had an accumulated deficit of $2,591,722 prior to it's
reclassification as a development stage company, in large part attributed to
bad investments prior to the acquisitions of Dry Dairy and Lombardo's
Pastaria, plus the operating losses incurred by the Company during fiscal year
1995 and 1996.
<PAGE> 9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company has filed an arbitration suit in accordance with the terms of it's
distribution agreement with A&C Bakeries, Inc. The Company is seeking to have
it's $250,000 up-front purchase price returned as well as other start-up costs
and damages from the termination of the agreement without cause by A&C. In
addition, the Company has successfully filed for and been awarded an injunction
blocking the withdrawal of funds by A&C Bakeries against a $250,000 letter of
credit posted by the Company and guarantee by a shareholder.
A $70,000 charge has been included in Reserve for Discontinued Operations on the
Company's balance sheet for a settlement negotiated in the case in July of 1999.
The Company has withdrawn all litigation associated with the distribution
at this time.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 30, 1999 the Company held a special meeting of Shareholders and
approved two amendments to it's articles of incorporation. Article 1 was
amended to authorize a name change to Dryden Industries, Inc. and Article
four was amended to authorize an increase in the number of shares authorized
for issuance from 50,000,000 to 150,000,000.
The changes to the Company's Articles of Incorporation were not submitted to
the State of Utah until the second quarter and therefore the effective date
for the amendments was June 9, 1999.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
EXHIBIT
NO. DESCRIPTION
- -------- -----------
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
None.
<PAGE> 10
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.
DRY DAIRY INTERNATIONAL, INC.
[Registrant]
Dated: October 26, 1999
/S/Robert L. Matzig
President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> (25)
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> (25)
<CURRENT-LIABILITIES> 1,369,810
<BONDS> 0
0
0
<COMMON> 45,996
<OTHER-SE> (2,611,897)
<TOTAL-LIABILITY-AND-EQUITY> (25)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 31,941
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,994
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (85,935)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (85,935)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
