UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the Quarter ended June 30, 1996 Commission File No. 33-16736
GULFSTAR INDUSTRIES, INC. (FORMERLY TIER ENVIRONMENTAL SERVICES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 23-2442288
- ------------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
20505 U.S. 19N. #12-283, CLEARWATER, FL 34624
- ------------------------------------- ---------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, (813) 441 - 4442
--- -------- ------
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 shorter period that the registrant was
required to file such report), and (2) has been subject to such filing
requirements for the past 90 days.
Yes: X No:
--- -----
Transitional Small Business Disclosure Format:
Yes: X No:
--- -----
The number of shares outstanding of each of the registrant's classes of common
stock as of June 30, 1996 is 9,501,123 shares all of one class of $.032 par
value common stock.
<PAGE>
GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY TIER ENVIRONMENTAL SERVICES, INC.)
INDEX
------
PAGE
PART I FINANCIAL INFORMATION
Consolidated Balance Sheet - June 30, 1996 1
Consolidated Statements of Operations - Nine Months
Ended June 30, 1996 and Nine Months Ended
June 30, 1995 2
Consolidated Statements of Operations - Three Months
Ended June 30, 1996 and June 30, 1995 3
Consolidated Statement of Changes in Stockholders Equity
for the Nine Months Ended June 30, 1996 4
Statement of Cash Flows - Nine Months Ended
June 30, 1996 and Nine Months Ended
June 30, 1995 5
Notes to Financial Statements 6-9
Management's Discussion and Analysis of financial
conditions and results of operations 10-11
Financial Information Summary 12
PART II OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of
Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits on Reports on Form 8-K 13
Signature Page 14
<PAGE>
GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY TIER ENVIRONMENTAL SERVICES, INC.)
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996
Assets
Current Assets
Cash $ 68,237
Accounts receivable, net of allowance for
doubtful accounts of $20,000 532,200
Contract receivable - current portion 277,757
Contracts in process 3,239,892
Other receivables and escrow deposits 139,343
Prepaid expenses 39,701
----------
Total Current Assets 4,297,130
Long-term contract receivable, less current portion 648,103
Property and equipment, at cost, net of accumulated
depreciation and amortization of $303,079 79,421
Other Assets
Database, net of accumulated amortization of $53,571 446,429
Goodwill, net of accumulated amortization of $272,810 3,143,554
Financing premium, net of accumulated amortization
of $87,500 162,500
Deposits and other assets 1,729
----------
Total Assets $8,778,866
==========
See notes to the consolidated financial statements.
<PAGE>
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses $1,179,394
Notes payable 138,612
Contracts payable 3,179,569
Amounts due to related parties 763,399
Deferred tax liabilities - net 61,940
Note payable to stockholder - current portion 386,139
Anticipated loss on long term contract 199,006
----------
Total Current Liabilities 5,908,059
Note payable to stockholder, net of current portion 540,000
Stockholders' Equity
Common stock, par value $.032 per share;
authorized 10,000,000 shares, issued
and outstanding 9,501,123 304,292
Convertible preferred stock, authorized 1,000,000
shares, par value $10.00; 75,000 shares issued
and outstanding 750,000
Additional paid in capital 3,314,934
Retained deficit (October 1, 1993) (59,033)
Retained deficit, subsequent to quasi-reorganization (1,979,386)
----------
Total Stockholders' Equity 2,330,807
----------
Total Liabilities and Stockholders' Equity $8,778,866
==========
1
<PAGE>
GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY TIER ENVIRONMENTAL SERVICES, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three
Months Ended
June 30,
1996 1995
---- ----
Contract Revenues Earned $ 932,185 $ 769,569
Other fees and income 80 87
--------- ---------
Total Revenue 932,265 769,656
Cost of contract revenues earned 931,536 686,885
--------- ---------
Gross Profit 729 82,771
Operating Expenses
Selling and administrative expenses 165,812 214,571
Depreciation and amortization 86,872 49,355
Interest expense 28,267 3,926
Bad debt provision - -
Acquisition expenses 18,939 -
--------- ---------
(Loss) before taxes (299,161) (185,081)
Provision for taxes -- --
--------- ---------
Net (Loss) $(299,161) $(185,081)
========= =========
(Loss) per share $ (.03) $ (.03)
========= =========
Weighted average shares outstanding 9,479,977 6,041,057
========= =========
See notes to the consolidated financial statements
2
<PAGE>
GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY TIER ENVIRONMENTAL SERVICES, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the
Nine Months Ended
June 30,
1996 1995
---- ----
Contract Revenues Earned $3,658,092 $3,035,700
Other fees and income 28,010 2,369
---------- ----------
Total Revenue 3,686,102 3,038,069
Cost of contract revenues earned 3,312,761 2,644,682
---------- ----------
Gross Profit 373,341 393,387
Operating Expenses
Selling and administrative expenses 749,688 976,771
Depreciation and amortization 251,528 148,165
Interest expense 93,118 11,354
Bad debt provision 12,000 -
Acquisition expenses 57,728 -
---------- ----------
(Loss) before taxes (790,721) (742,903)
Provision for taxes -- --
---------- ----------
Net (Loss) $ (790,721) $ (742,903)
========== ==========
(Loss) per share $ (.08) $ (.15)
========== ==========
Weighted average shares outstanding 9,081,852 4,815,568
========== ==========
See notes to the consolidated financial statements.
3
<PAGE>
GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY TIER ENVIRONMENTAL SERVICES, INC.)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM OCTOBER 1, 1995
THROUGH JUNE 30, 1996
Common Stock Preferred Stock
Shares Amount Shares Amount
------ ------ ------ ------
Balance, October 1, 1995 8,391,123 $ 268,772 75,000 $ 750,000
Issuance of common stock 1,110,000 35,520 -- --
Net loss for the period -- -- -- --
--------- --------- ------ ---------
Balance, June, 1996 9,501,123 $ 304,292 75,000 $ 750,000
========= ========= ====== =========
See notes to the consolidated financial statements.
<PAGE>
Retained
Quasi- Deficit
Additional Reorganization Subsequent
Paid In (10-1-93) To Quasi-
Capital Adjustment Reorganization Total
------- ---------- -------------- -----
$3,107,135 $ (59,033) $(1,188,665) $2,878,209
207,799 -- -- 243,319
-- -- (790,721) (790,721)
---------- --------- ----------- ----------
$3,314,934 $ (59,033) $(1,979,386) $2,230,807
========== ========= =========== ==========
4
<PAGE>
GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY TIER ENVIRONMENTAL SERVICES, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended
June 30,
1996 1995
-------- ------
OPERATING ACTIVITIES
Cash Flows Used In Operating Activities:
Net loss $ (790,721) $ (742,903)
Adjustments to reconcile net loss to cash
used in operating activities:
Expense paid by issuance of common stock 44,419 325,200
Depreciation and amortization 251,528 148,165
Provision for bad debts 12,000 --
(Increase) in contracts in progress 1,561,203 (543,130)
(Increase) decrease in accounts receivable 385,259 (51,380)
(Increase) decrease in other accounts receivable
and escrow deposits (92,692) (12,783)
(Increase) in contract receivable (25,667) --
(Increase) decrease in deposits and other assets 2,335 (1,000)
Increase (decrease) in accounts payable (29,815) (56,557)
Increase (decrease) in contracts payable (1,556,203) 507,852
Increase in deposits -- 22,009
(Increase) in prepaid expenses (17,424) --
----------- -----------
Net Cash Used in Operating Activities (255,778) (404,527)
----------- -----------
INVESTMENT ACTIVITIES
Cash Flows Used In Investment Activities:
Capital expenditures (13,800) (3,083)
----------- -----------
Net Cash Used In Investment Activities (13,800) (3,083)
----------- -----------
FINANCING ACTIVITIES
Cash Flows Used In Financing Activities:
Issuance of common stock, net of offering
costs paid 198,900 770,913
Payment of financing premiums in connection
with acquisition -- (415,000)
Repayment of stockholder loans (2,000) --
Proceeds from loan payable - related parties (net) 110,583 220,262
Repayment of notes payable (33,431) (2,000)
----------- -----------
Net Cash From Financing Activities 274,052 574,175
----------- -----------
Net increase in cash and cash equivalents 4,474 166,565
Cash and cash equivalents, beginning of the period 63,763 16,042
----------- -----------
Cash and cash equivalents, end of the period $ 68,237 $ 182,607
=========== ===========
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY TIER ENVIRONMENTAL SERVICES, INC.)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (For nine months ended
June 30, 1996)
A. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB
and Article 10 of Regulation S-X. 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 a fair presentation have been included. Operating results for
the nine month period ended June 30, 1996 are not necessarily indicative of
the results that may be expected for the year ended September 30, 1996.
Earnings per share are based on weighted average shares outstanding for all
periods presented giving effect to 75,000 convertible preferred shares
treated as a common stock equivalent. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Registrant Company and Subsidiaries' annual report on form 10-K for the
year ended September 30, 1995.
B. PURCHASE OF SUBSIDIARIES
ACQUISITION OF TIER ENVIRONMENTAL SERVICES, INC.
On September 26, 1994 Gulfstar Industries, Inc. acquired all of the common
stock of Tier Environmental Services, Inc. through an acquisition and
redemption by Tier Environmental Services, Inc. of its common stock
totaling approximately $2,982,400 in value, exclusive of acquisition costs.
Tier's principal business is to provide environmental remediation services
in the State of Florida, at petroleum contaminated sites designated by the
State of Florida as sites subject to authorized reimbursement under the
Inland Protective Trust Fund. The acquisition was accounted for as a
purchase in accordance with Accounting Principles Board Opinion No. 16. The
agreement also called for the additional issuance of Gulfstar stock to Tier
shareholders if the Company spun off a former subsidiary, which in turn the
Company did on September 25, 1995. As such, the Company was required to
issue an additional 357,133 shares which were included in the accompanying
balance sheet and valued at $142,855. The excess (approximately $2,845,220)
of the total acquisition cost over the recorded value of assets acquired
was allocated to goodwill and is being amortized over 20 years. The
accompanying balance sheets include the assets and liabilities of Tier at
June 30, 1996. The statement of operations includes Tier's results of
operations for the nine months ended June 30, 1995 since Tier was acquired
on September 26, 1994.
Acquisition costs aggregating $250,000 ($75,000 in 1995 and $175,000 in
1994) have been capitalized as a result of this acquisition. Additional
acquisition costs aggregating $340,000 and $516,250 were charged to
additional paid in capital in 1995 and 1994 respectively. Such capitalized
acquisition costs relate to financing costs associated with the
acquisition, which represent premiums paid to a finance company to assist
the funding of these projects and are being amortized over 5 years.
6
<PAGE>
GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY TIER ENVIRONMENTAL SERVICES, INC.)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (For nine months ended
June 30, 1996)
B. PURCHASE OF SUBSIDIARIES - (CONTINUED)
ACQUISITION OF PLANT TECHNICAL SERVICES, INC.
Plant Technical Services, Inc. is engaged in the professional engineering
business, providing consulting, design, start-up support, operation,
maintenance, contract personnel and construction management service to
technical industries throughout the United States.
On September 29, 1995 Gulfstar acquired all of the common stock of Plant
Technical Services, Inc. (PTS) through an acquisition and redemption by PTS
of its stock with the issuance of 750,000 shares of Gulfstar common stock,
75,000 shares of Gulfstar $10.00 preferred stock and cash and notes of
$1,220,000, exclusive of acquisition costs. The acquisition was accounted
for as a purchase in accordance with Accounting Principles Board Opinion
No. 16. The excess (approximately $1,278,000) of the total acquisition cost
over the recorded value of assets acquired was allocated $500,000 to a
proprietary database PTS developed and is expected to be amortized over
seven years and $571,144 to goodwill which is being amortized over 20
years. The accompanying balance sheet includes assets and liabilities of
PTS at December 31, 1995. The statement of operations for June 30, 1995
does not include PTS since PTS was acquired on September 29, 1995.
The pro forma results of operations, that follow below assume that both the
acquisitions had occurred at the beginning of the period ended December 31,
1994. The historical income statement for the three months ended December
31, 1994 do not include the revenue and expenses of the PTS subsidiary. In
addition to combining the historical results of operations of the two
companies, the pro forma calculations include adjustments for the estimated
effect on the Company's historical results of operations for amortization
and interest related to the acquisition.
Condensed Historical and Proforma Information
For the Nine For the nine
Months Ended Months Ended
June 30, June 30,
1996 1995
Historical (Proforma)
---------- ----------
Total Revenue $ 3,686,102 $ 6,625,562
Cost of Revenue 3,312,761 6,012,562
Operating Expenses 1,164,062 1,499,579
----------- -----------
Net (Loss) $ (790,721) $ (886,579)
=========== ===========
(Loss) Per Share $ (.08) $ (.15)
=========== ===========
Weighted Average Shares Outstanding 9,081,852 5,640,568
=========== ===========
7
<PAGE>
GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY TIER ENVIRONMENTAL SERVICES, INC.)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (For nine months ended
June 30, 1996)
C. RESTATEMENT AND RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION
On October 1, 1993, by unanimous consent of the board of directors, which
at the time represented a majority of the shareholders of the Company, the
Company spun off all of its subsidiaries except for MBT Associates. These
subsidiaries, namely Models World Magazine, Flair Entertainment and H.B.
London & Co. were spun off to a shareholder and director.
On September 25, 1995, the Company agreed with the initial selling
shareholder of MBT Associates to spin off this subsidiary to him.
Management was not able to ascertain from the preceding independent auditor
of record, who is now deceased, certain information pertaining to the prior
years consolidated financial statements, which included the assets and
liabilities of MBT Associates. The present management did undertake to
verify the parent company's records and has contacted the preceding auditor
for purposes of the parent company's financial records other than those of
the MBT subsidiary. During the period that MBT was the legal subsidiary of
the company, the parent company did not exercise control over the
subsidiary and as such the transaction is being accounted for as if the
Company has retroactively rescinded the acquisition, in light of the fact
that acquired in June of 1993, MBT Associates was spun off for the exact
terms it had originally been acquired for, namely the redemption of 650,000
shares of preferred stock and cancellation of the note, of which no
payments had been made, for $2,000,000.
The above activities have been excluded from this consolidated financial
statement and prior retained deficits, common stock and additional paid in
capital have been restated to reflect this readjustment as a
quasi-organization.
Amounts shown in the consolidated statement of income differ from those
previously reported to shareholders due to the rescission of the MBT
acquisition. A reconciliation of revenue and net income (loss) are as
follows:
Six Months
Ended
June 30,
1995
----
Revenues - as previously reported $1,674,000
==========
Revenues as restated $3,038,069
==========
Net Income (Loss) - as previously reported $ 869,000
==========
Net (Loss) as restated $ (742,903
==========
8
<PAGE>
GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY TIER ENVIRONMENTAL SERVICES, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(For nine months ended June 30, 1996)
D. RELATED PARTY TRANSACTIONS
During the nine months ending June 30, 1995, $325,200 was charged to
operations based upon the value ascribed to services of a director and
administrative assistant performed during the period for which they were
issued 485,000 shares. During the nine months ending June 30, 1996, $44,419
was charged to operations based upon the value ascribed to 110,000 shares
which were issued to a law firm and a consultant for services performed
during the period.
Included in amounts due to related parties at March 31, 1996 for expenses
advanced by a company affiliated with a stockholder and director of the
company is $754,399 and $9,000 advanced from a corporate stockholder.
Presently these amounts bear no interest.
Note payable to stockholder (the former sole stockholder of PTS) includes
$7,145 of a non-interest bearing instrument. Additionally, this note has
been reduced by amounts reserved for the anticipated loss on long term
contract and $918,944 remains which represents the balance on the
acquisition note after such reduction, bearing interest at 8%. $54,760 of
interest was accrued on this note and is included in interest expense and
accrued expenses for the nine month period ending June 30, 1996.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed financial
statements including the Company's Florida operating subsidiary, as well as
information relating to the plans of the Company's current management. Tier
Environmental, Inc. for both periods presented and the Company's Texas
subsidiary, Plant Technical Services, Inc. for the period ended March 31, 1996.
ABOUT THE SUBSIDIARIES
TIER ENVIRONMENTAL SERVICES, INC.
The primary revenue of this environmental subsidiary comes from its work in
direct cooperation with the Florida legislature towards reimbursement for
eligible sites for environmental clean-up. The Governor's executive order dated
March 8, 1995 in reference to the Inland Protection Trust Fund (the "fund")
referendum has caused some confusion over the past few months. For the purpose
of clearing this up and stating the facts, the fund is still very much in place,
claims are still being paid by the State, and the interests of the contractors
as well as those of the investors are still being met.
To be specific, on March 29, 1995 Governor Chiles signed into law 95-2, Laws of
Florida (SB 1290). This law revises Florida Statute 376 as it relates to
continued and future site rehabilitation tasks for eligible sites. Chapter 95-2
does not specifically amend or change the reimbursement regulations set forth in
Chapter 62-773, F.A.C. As of this date, the Legislature has not finalized the
fiscal year 1995-96 budget allocation and accompanying Legislative intent
regarding the IPTF (SB 2800; HB 2585). Therefore, the new Legislation primarily
affects what eligible sites can continue and start site rehabilitation tasks;
does not revise the allowable markups and handling fees in the Reimbursement
Rule; and does not provide any more certainty as to the actual date when a
Reimbursement Claim will be paid.
It should also be noted that the Legislature, DEP and representatives from the
petroleum clean-up industry worked during the last Legislative session to pay
off the entire outstanding backlog of reimbursement claims through a bond issue.
Discussions and negotiations concerning a bonding of the entire backlog are
continuing. One investment group interested in underwriting the bond issue will
be making a proposal to DEP and the Governor's office in an attempt to bond out
the backlog without any additional changes to statutory language.
Due to the above referenced law and discussions, the Company's management feels
very optimistic towards the Company's ability to fund claims and essentially
enhance its growth ability during the latter quarter of this year, as all of
these Legislative uncertainties settle.
10
<PAGE>
PLANT TECHNICAL SERVICES
The primary revenue sources of this subsidiary comes from utilities in North
America with high demands at peak periods for engineering professionals.
During the fourth quarter 1995 the Company's former president spent a
substantial portion of his time pursuing one acquisition in Mexico, the Hemyc
Group (see form 10-K for the fiscal year ended September 30, 1995) which in
turn, the Company has since rescinded. The Company has also continued to
complete or resolve a joint venture with the Hemyc Group which was substantially
delayed as for the fiscal year ended September 30, 1995. This subsidiary
recorded a loss on the contract to the extent it has accrued costs associated
with the joint venture and charged the same loss to amounts due to the former
president shareholder. The Company does not anticipate additional loss on this
contract and as such would seek to reduce amounts due to the former shareholder
president should such costs be incurred.
RESULTS OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 1996 VS. JUNE 30, 1995
The Company's historical results from operations for the nine months ended June
30, 1995 consisted a loss of $790,721 on total revenues of $3,686,102, as
compared with a loss of $742,903 on revenues of $3,038,069 for the comparable
period ended June 30, 1995. The revenue figures for the periods ended June 30,
1995 do not include the sales of the PTS subsidiary.
The proforma results of operations for the prior year accentuates the decline in
sales in the current year for both of the subsidiary's as the proforma results
indicate a comparative loss of $886,579 on revenues of $6,625,562 for the
corresponding nine months ended June 30, 1995.
LIQUIDITY AND WORKING CAPITAL
The Company's working capital declined during the quarter ended June 30, 1996.
At September 30, 1995 the Company had a deficit of $1,238,546 as compared to a
deficit of $1,610,929 at June 30, 1996.
The Company is pursuing the possibility of reversing the joint venture activity,
the corresponding accrual loss and the long term receivable, if agreed to by the
other participants. Should this be permitted, such a transaction would reduce
the deficit in the working capital by the long term portion of the contract
receivable or $711,980.
The Company completed an offering of stock in early 1996 which provided
approximately $200,000 of working capital to the Company.
The Company plans to increase its traditional volume of engineering services of
its PTS subsidiary and has obtained a factoring agreement which should assist
the funding of operations until such time the company can obtain profitability.
Management believes, if necessary, they can pursue additional financing
alternatives, including equity funding, if operations alone cannot fund the
Company's on going liquidity needs.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------
The Company has presently commenced an action against its former
president of its MBT subsidiary. Additionally, on May 15, 1996 the
Company terminated and initiated legal action against the former
president and shareholder of its PTS subsidiary. The parent company is
not a defendant to any material litigation nor, to the knowledge of
management, is any material litigation threatened other than counter
claims in the above actions. However, both subsidiaries are defendants
in various litigations with debtors, over contract obligations and
performance clauses.
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 AND REPORTS ON FORM 8-K
- ------- --------------------------------
NONE
13
<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.
GULFSTAR INDUSTRIES, INC.
FORMERLY TIER ENVIRONMENTAL SERVICES, INC.
------------------------------------------
Dated: 10/15/96 By: /s/ Warren Douglas Cattanach
Warren Douglas Cattanach, President & Director
----------------------------------------------
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 68,237
<SECURITIES> 0
<RECEIVABLES> 4,069,849
<ALLOWANCES> (20,000)
<INVENTORY> 0
<CURRENT-ASSETS> 4,297,130
<PP&E> 382,500
<DEPRECIATION> (303,079)
<TOTAL-ASSETS> 8,778,866
<CURRENT-LIABILITIES> 5,908,059
<BONDS> 0
0
750,000
<COMMON> 304,292
<OTHER-SE> 3,314,934
<TOTAL-LIABILITY-AND-EQUITY> 8,778,866
<SALES> 3,658,092
<TOTAL-REVENUES> 3,686,102
<CGS> 3,312,761
<TOTAL-COSTS> 4,476,823
<OTHER-EXPENSES> 1,070,944
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 93,118
<INCOME-PRETAX> (790,721)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (790,721)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> 0
</TABLE>
