FORM 10-QSB - Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[ x ] Quarterly Report pursuant to Section 13 of 15 (d) of the
Securities Exchange Act of 1934.
For the period ended September 30, 1995
Or
[ ] Transition Report Pursuance to Section 13 or 15 (d) of the
Securities Exchange Act of 1934.
For the transition period from___________to__________
Commission file number 0-19082
Optimax Industries , Incorporated
(Exact name of registrant as specified in its charter)
Colorado 84-1059458_________________
(State of incorporation) ( I.R.S. Employer Identification No.)
16361 Norris Road, Loxahatchee, Florida______ 33470
(Address of Principal Executive Offices ) (Zip Code)
(407) 790-1422
(Registrant's Telephone number, including area code)
None
(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) , and (2) has been subject to such filing
requirements for the past 90 days.
[ X ] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS :
Indicated by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 of
15 (d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
[ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS :
As of September 30, 1995, Registrant had 1,478,091 shares of
common stock, $.02 Par Value, Outstanding.
INDEX
Part I. Financial Information
Item I. Financial statements
Balance Sheets as of December 31, 1994
And September 30, 1995 (Unaudited)
Statements of Operations, Three Months
Ended September 30, 1995 and 1994
(Unaudited)
Statements of Operations, Nine Months
Ended September 30, 1995 and 1994
(Unaudited)
Statements of Cash Flows, Three Months
Ended September 30, 1995 and 1994
(Unaudited)
Statements of Cash Flows, Nine Months
Ended September 30, 1995 and 1994
(Unaudited)
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations
Part II. Other Information
OPTIMAX INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
September 30, December 31,
1995 1994
Current Assets
Cash (51,562) 55,821
Accounts Receivable 372,725 342,359
Inventory 651,949 436,977
Other Current Assets 603,994 28,360
Total Current Assets 1,577,106 863,517
Property and equipment, net of
accumulated depreciation 524,201 698,889
Contract retainage 77,240 175,930
Goodwill, net of accumulated
amortization 1,105,612 -
Note receivable - 257,730
Other assets 485,260 12,438
Total Assets 3,769,419 2,008,504
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable
and accrued expenses 1,132,373 366,584
Notes payable and
contracts payable - current 519,937 396,680
Notes payable, related parties 305,548 97,541
Total Current Liabilities 1,957,858 860,805
Notes payable,
net of current portion 611,480 138,226
Total Liabilities 2,569,338 999,031
Stockholders' Equity
Common Stock 27,833 15,249
Additional Paid in Capital 7,852,923 6,308,268
Accumulated deficit (6,680,675) (5,314,044)
Total Stockholders' Equity 1,200,081 1,009,473
Total liabilities and
Stockholders' Equity 3,769,419 2,008,504
The accompanying notes are an integral part of the financial
statements.
OPTIMAX INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
September 30,
1995 1994
Sales 332,177 355,018
Cost of Sales 282,983 225,054
Gross Profit 49,194 129,964
Expenses
Depreciation 22,781 43,498
Salaries and payroll taxes, not
Included in cost of sales 100,707 79,284
Other expenses 99,925 114,910
Total Expenses 223,413 237,692
Net (Loss) before other
income (expenses) (174,219) (107,728)
Other Income (Expenses)
Interest expense (8,112) (60,568)
Other 10,582 2,862
Total Other Income (Expenses) 2,470 ( 57,706)
Net (Loss) (171,749) (165,434)
Net (Loss) per share (.11) (.22)
The accompanying notes are an integral part of the financial
statements.
OPTIMAX INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Nine Months Ended
September 30,
1995 1994
Sales 664,168 2,449,763
Cost of Sales 566,701 1,940,577
Gross Profit 97,467 509,186
Expenses
Depreciation 86,640 205,577
Salaries and payroll taxes, not
Included in cost of sales 273,257 358,780
Other expenses 388,479 628,249
Total Expenses 748,376 1,192,606
Net (Loss) before other
income (expenses) (650,909) (683,420)
Other Income (Expenses)
Interest expense (51,508) (122,925)
Other (36,336) 9,415
Total Other Income (Expenses) (87,844) (113,510)
Net (Loss) (738,753) (796,930)
Net (Loss) per share (.49) (1.32)
The accompanying notes are an integral part of the financial
statements.
OPTIMAX INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
September 30,
1995 1994
Cash Flows from Operating Activities:
Net (loss) (171,749) (165,434)
Adjustments to reconcile net
(Loss) to net cash used
in operating activities
Depreciation 22,781 43,498
Other - 68,042
Net Cash (Used in) Operating
Activities (148,968) ( 53,894)
Cash Flows from Investing Activities:
(Disposition) of property and
equipment 12,228 238,279
Other 6,330 (47,385)
Net Cash Provided by (Used in) Investing
Activities 18,558 190,894
Cash Flows from Financing Activities:
Issuance of stock and capital
contributions 179,600 -
(Decrease in notes and
mortgages payable (162,815) (173,336)
Net Cash Provided by Financing
Activities 16,785 (173,336)
Increase (Decrease) in Cash (113,625) (36,336)
Cash, beginning of period 62,063 39,726
Cash, End of Period (51,562) 3,390
Interest Paid 4,479 60,568
Income Taxes Paid - -
The accompanying notes are an integral part of the financial
statements.
OPTIMAX INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30,
1995 1994
Cash Flows from Operating Activities:
Net (loss) (738,753) (796,930)
Adjustments to reconcile net
(Loss) to net cash used
in operating activities
Depreciation 86,640 205,577
Other (116,010) 586,620
Net Cash (Used in) Operating
Activities (768,123) (4,733)
Cash Flows from Investing Activities:
(Disposition) of property and
equipment 128,366 259,037
Other (12,468) 12,655
Net Cash Provided by (Used in)
Investing Activities 115,898 271,692
Cash Flows from Financing Activities:
Issuance of stock and capital
contributions 784,950 -
(Decrease in notes and
mortgages payable (240,108) (292,671)
Net Cash Provided by Financing
Activities 544,842 (292,671)
Increase (Decrease) in Cash (107,383) (25,712)
Cash, beginning of period 55,821 29,102
Cash, End of Period (51,562) 3,390
Interest Paid 51,508 122,925
Income Taxes Paid - -
The accompanying notes are an integral part of the financial
statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The financial statements reflect the financial condition and results
of operations of Optimax Industries, Inc. (Formerly Plants for
Tomorrow, Inc. ) and its wholly-owned subsidiaries Plants for
Tomorrow, Inc. a recently formed wholly-owned subsidiary of Optimax,
Taylor-Built Industries, Inc., acquired during February, 1995 and
Switchgear Systems International, Inc., acquired August 1, 1995. The
balance sheet as of September 30, 1995 and the statements of
operations and cash flows for the three and nine month periods ended
September 30, 1995 and 1994 have been prepared by the Registrant
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 and changes
in stockholders' equity for all periods presented have been made.
Material Changes in Financial Position
The Company's working capital at September 30, 1995 was a negative
$380,752 as compared to $2,712 at December 31, 1994. This change
of $378,040 was principally from the acquisition of Switchgear
Systems International, Inc.
Stockholders' equity increased from $1,009,473 at December 31, 1994
to $1,200,081 at September 30, 1995 , an increase of $190,608 which
was partially attributable to the Switchgear Systems International
,Incorporated acquisition and reduction of liabilities.
Material Changes in Results of Operations
The Company's sales were $332,177 and $664,168 during the three and
nine month periods ended September 30, 1995, decreases of $22,841
and $1,785,595, respectively.
Gross profit was $49,194 (15% of sales) and $97,467 (15% of sales)
during the three and nine month periods ended September 30, 1995 as
compared to $129,964 (37% of sales) and $509,186 (21% of sales)
during the three and nine month periods ended September 30, 1994.
Operating expenses were $223,413 and $748,376 during the three and
nine month periods ended September 30, 1995 as compared to $237,692
and $1,192,606 during the three and nine month periods ended
September 30, 1994, decreases of $14,279 and $444,230 respectively.
The Company's net losses increased from $165,434 to $171,749 during
the three month period ended September 30, 1995 as compared with
the same period in 1994 primarily due to one time acquisition costs
incurred for Switchgear Systems International, Inc.; however losses
decreased from $796,930 to $738,753 for the nine month period ended
September 30, 1995. The Company has reduced sales and marketing
efforts and principally has been attempting to complete projects
that are or were in progress.
The Company during August, 1995 acquired Switchgear Systems
International, Inc., a Texas corporation in the business of
manufacturing high voltage electrical switching devices for
industrial applications. Sales revenues generated by Switchgear
Systems International, Inc. for the three month period ended
September 30, 1995 were $274,319 with a net profit of $7,290
representing 3% of revenue.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Default 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
Filed on October 14,1995 with the commission pursuant to the
purchase of Switchgear Systems International, Incorporated.
Incorporated by reference.
SIGNATURE
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 hereunto duly
authorized.
OPTIMAX INDUSTRIES, INC.
Dated: November 15, 1995 By: Paul Stevens
Paul Stevens , President
/s/ Paul Stevens
Paul Stevens, President
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