<PAGE>
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 March 31, 1996
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, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Colorado 84-1059458
_________________________ _____________________
(State of incorporation) (I.R.S. Employer
Identification No.)
4465 Northpark Drive, Suite 400, Colorado Springs, Colorado 80907
___________________________________________________________ ____________
(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 March 31, 1996, Registrant had 1,703,091 shares of common stock, $.02 Par
Value, Outstanding.
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INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of December 31, 1995 And
March 31, 1996 (Unaudited)
Consolidated Statements of Operations, Three Months Ended
March 31, 1995 and 1996 (Unaudited)
Consolidated Statements of Cash Flows, Three Months Ended
March 31, 1995 and 1996 (Unaudited)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
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OPTIMAX INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, March 31,
1996 1995
___________ ___________
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash 11,045 0
Advances to related parties 0 24,319
Accounts Receivable 125,518 75,852
Inventory 337,129 345,606
Note receivable 30,000 170,000
Other Current Assets 2,324 2,324
_________ _________
Total Current Assets 506,016 618,101
Property and equipment, net of accumulated
depreciation 410,289 435,827
Contract retainage 19,253 18,470
Goodwill, net of accumulated amortization 143,204 163,661
_________ _________
Total Assets 1,078,762 1,236,059
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses 689,189 598,080
Notes payable and contracts payable -
current 441,512 441,882
Notes payable, related parties 4,903 42,256
Other current liabilities 0 135,752
_________ _________
Total Current Liabilities 1,135,604 1,271,970
_________ _________
Total Liabilities 1,139,356 1,217,970
_________ _________
STOCKHOLDERS' EQUITY
Common Stock 34,062 30,062
Additional Paid in Capital 7,160,739 7,160,739
Accumulated deficit (7,251,643) (7,172,712)
_________ _________
Total Stockholders' Equity (56,842) 18,089
_________ _________
Total Liabilities and Stockholders' Equity 1,078,762 1,236,059
========= =========
</TABLE>
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OPTIMAX INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
_________ _________
<S> <C> <C>
SALES 103,402 164,914
Cost of Sales 67,766 129,263
_________ _________
Gross Profit 35,636 35,651
EXPENSES
Depreciation 18,953 31,476
Salaries and payroll taxes, not
included in cost of sales 66,595 87,801
Other expenses 49,165 111,398
_________ _________
Total Expenses 134,198 230,675
_________ _________
Net (Loss) before other
income (expenses) (98,561) (195,024)
Other Income (Expenses) 11,936
Interest expense (1,869) (28,417)
Other 9,563 (47,813)
_________ _________
Total Other Income (Expenses) 19,630 (76,230)
_________ _________
Net (Loss) (78,931) (271,254)
======== =========
Net (Loss) per share (.05) (.31)
===== =====
</TABLE>
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<PAGE>
OPTIMAX INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
_________ _________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) (78,931) (271,254)
Adjustments to reconcile net
(Loss) to net cash used
in operating activities
Depreciation 18,953 31,476
Other - (122,654)
_________ _________
Net Cash (Used in) Operating Activities (59,979) (362,432)
CASH FLOWS FROM INVESTING ACTIVITIES:
(Disposition) of property and equipment 21,930 123,312
Other - (18,798)
_________ _________
Net Cash Provided by (Used in)
Investing Activities 21,930 104,514
_________ _________
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of stock and capital contributions 15,278 332,501
(Decrease in notes and mortgages payable 39,602 (76,290)
_________ _________
Net Cash Provided by Financing Activities 54,880 256,211
_________ _________
Increase (Decrease) in Cash 16,831 (1,707)
Cash, beginning of period (5,786) 55,821
_________ _________
Cash, End of Period 11,045 54,114
====== ======
</TABLE>
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<PAGE>
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 and Taylor-Built Industries, Inc., acquired
during February, 1995. The balance sheet as of March 31, 1996 and the
statements of operations and cash flows for the three-month period ended March
31, 1996 and 1995 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.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital deficit at March 31, 1996 was $(629,588) as
compared to $(599,869) at December 31, 1995. This improvement of $29,719 was
principally from the reduction of notes receivables and inventory offset
against the elimination of payroll taxes payable.
Stockholders' equity decreased from $18,089 at December 31, 1995 to ($56,842)
at March 31, 1996 , a decrease of $74,931 which was partially attributable to
the Switchgear Systems International, Incorporated transaction and increases in
liabilities due to limited cash available due to declining operations. Other
decreases in stockholder equity were the result of added allowances for
inventory valuation, and an increase in the accumulated deficit resulting from
operating losses.
The Company continues to suffer from a working capital deficit. Due to a lack
of cash and working capital, manufacturing operations at the Company's Taylor-
Built Industries subsidiary have been suspended and the operations at the
Loxahatchee Nursery held by Plants For Tomorrow, Inc. are limited to the
maintenance and sale of existing plant inventory.
The Company has recently entered into a definitive agreement to acquire Vine
Street Stores, Inc., a Massachusetts company engaged in the retail sale of
flowers, plants and other nursery material at concessions located in large
department stores. The transaction also includes the acquisition of 12 acres
of undeveloped property located in Colchester, Connecticut, valued at
$2,000,000. If the transaction is completed, the Connecticut property is
planned to be developed into a nursery and retail center to support the
expansion of Vine Street Stores. In consideration for the acquisition of Vine
Street Stores, the Company would issue 1,500,000 shares of Common Stock; and in
consideration of the Connecticut property, the Company will pay $400,000 in
cash and issue 1,280,000 shares of Series A Convertible Preferred Stock. The
transactions are conditional upon completing a minimum private offering of
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<PAGE>
securities in the amount of $1,000,000, consisting of Units of one share of
Common Stock and one Class BB Warrant at $1.25 per Unit. The transaction is
subject to numerous conditions, including the completion of the private
placement as well as obtaining NASDAQ approval.
If the foregoing transactions can be consummated, the Company's working capital
deficit will be substantially improved. However, there can be no assurance
that all of the conditions to closing the transactions can be consummated. If
the Company is unable to complete the acquisition of Vine Street Stores and the
purchase of the Connecticut property, it is unlikely that it will be able to
resume operations at Taylor-Built Industries or Plants For Tomorrow, and there
is a substantial likelihood that the Company will be unable to continue as a
going concern.
RESULTS OF OPERATIONS
The Company's sales were $103,402 the three-month period ended March 31, 1996,
a decrease of $61,512.
Gross profit was $35,636 (34% of sales) during the three months ended March 31,
1996 as compared to $35,651 (22% of sales) for the three months ended March 31,
1995. Operating expenses were $134,198 during the three-month period ended
March 31, 1996 as compared to $230,675 during the three-month period ended
March 31,1995, a decrease of $96,477 primarily due to downsizing and cost
reduction measures at both operations.
The Company's net losses decreased from $(271,254) to $(78,931) during the
three-month period ended March 31, 1996 as compared with the same period in
1995 primarily due to cost reduction measures and downsizing at each location.
As a result of continuing losses from operations, the Company has suspended
manufacturing operations at its Taylor-Built Industries facility and has
limited operations at the Plants For Tomorrow nursery in Loxahatchee, Florida
to the maintenance and sale of existing inventory. As previously stated, the
Company has entered into an arrangement which will have a significantly
favorable impact upon its liquidity, capital resources and future operations,
if the acquisition of Vine Street Stores and the purchase of the Connecticut
property, in combination with the completion of the minimum private placement
of $1,000,000, can be completed. However, there can be no assurance that these
transactions will be consummated, and in their absence it is unlikely that the
Company's operations can be resumed in their present form.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Switchgear Systems and David Muir vs. Optimax Industries, Inc. and
Switchgear Systems International, Inc.
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
Exhibits: None
Reports on Form 8-K:
1. Current Report dated February 1, 1996.
Item 5. Other Events
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<PAGE>
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: May 15, 1996 By: /s/ Paul Stevens
________________ __________________________
Paul Stevens, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF OPERATIONS
FOUND ON PAGES 3 AND 4 OF THE COMPANY'S FORM 10-QSB FOR THE NINE MONTHS
ENDED MARCH 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 11,045
<SECURITIES> 0
<RECEIVABLES> 400,518
<ALLOWANCES> 245,000
<INVENTORY> 337,129
<CURRENT-ASSETS> 506,016
<PP&E> 990,289
<DEPRECIATION> 580,000
<TOTAL-ASSETS> 1,078,762
<CURRENT-LIABILITIES> 1,135,604
<BONDS> 0
0
0
<COMMON> 34,062
<OTHER-SE> (90,904)
<TOTAL-LIABILITY-AND-EQUITY> 1,078,762
<SALES> 103,402
<TOTAL-REVENUES> 103,402
<CGS> 67,766
<TOTAL-COSTS> 67,766
<OTHER-EXPENSES> 134,198
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,869)
<INCOME-PRETAX> (78,931)
<INCOME-TAX> 0
<INCOME-CONTINUING> (78,931)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (78,931)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
