<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 June 30, 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 June 30, 1996, Registrant had 1,703,091 shares of common stock, $.02 Par
Value, Outstanding.
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<PAGE>
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets at June 30, 1996 and 1995
(Unaudited)
Consolidated Statements of Operations, Three Months Ended
June 30, 1996 and 1995 (Unaudited)
Consolidated Statements of Operations, Six Months Ended
June 30, 1996 and 1995 (Unaudited)
Consolidated Statements of Cash Flows, Three Months Ended
June 30, 1996 and 1995 (Unaudited)
Consolidated Statements of Cash Flows, Six Months Ended
June 30, 1996 and 1995 (Unaudited)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
<PAGE>
OPTIMAX INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
___________ ___________
(unaudited)
<S> <C> <C>
ASSETS
------
CURRENT ASSETS
Cash $ 13,802 $ -
Accounts Receivable, net of
allowance for doubtful accounts 99,296 75,852
Inventories 336,407 345,606
Other Current Assets - 24,319
------------ ------------
Total Current Assets 449,505 445,777
Property and equipment, net of accumulated
depreciation 391,401 435,827
Contract retainage 17,497 18,470
Goodwill, net of accumulated amortization - 163,661
Note Receivable 172,053 170,000
Other Assets 2,324 2,324
------------ ------------
Total Assets 1,032,780 1,236,059
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses 814,950 598,080
Notes payable and contracts payable -
current - 441,882
Notes payable, related parties 16,034 42,256
Other current liabilities - 135,752
------------ ------------
Total Current Liabilities 830,984 1,217,970
------------ ------------
Notes payable, net of current portion 445,418 -
------------ ------------
Total Liabilities 1,276,402 1,217,970
------------ ------------
STOCKHOLDERS' EQUITY
Common Stock 148,557 30,062
Additional Paid in Capital 7,647,509 7,160,739
Accumulated deficit (8,039,622) (7,172,712)
------------ ------------
Total Stockholders' Equity (deficit) (243,688) 18,089
------------ ------------
Total Liabilities and Stockholders' Equity $1,032,780 1,236,059
========= =========
</TABLE>
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<PAGE>
OPTIMAX INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1996 1995
_________ _________
<S> <C> <C>
SALES $ 40,967 $ 167,077
Cost of sales 38,286 154,455
------------ ------------
Gross profit 2,681 12,622
EXPENSES
Depreciation 15,100 32,383
Salaries and payroll taxes, not
included in cost of sales 66,638 84,749
Other expenses 60,463 177,156
------------ ------------
Total expenses 142,201 294,288
------------ ------------
Net loss before other income (expenses) (139,520) (281,666)
Other income (expenses)
Interest expense (2,718) (14,979)
Other 17,133 895
------------ ------------
Total other income (expenses) 14,415 (14,084)
------------ ------------
Net loss $ (125,105) $ (295,750)
============ ============
Net (Loss) per share $ (.07) $ (.27)
============ ============
</TABLE>
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<PAGE>
OPTIMAX INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
_________ _________
<S> <C> <C>
SALES $ 144,369 $ 331,991
Cost of sales 106,052 283,718
------------ ------------
Gross profit 38,317 48,273
EXPENSES
Depreciation 34,053 63,859
Salaries and payroll taxes, not
included in cost of sales 133,233 172,550
Other expenses 69,511 288,554
------------ ------------
Total expenses 236,797 524,963
------------ ------------
Net loss before other income (expenses) (198,480) (476,690)
Other income (expenses)
Interest expense (4,587) (43,396)
Other 38,632 (46,918)
------------ ------------
Total other income (expenses) 34,045 (90,314)
------------ ------------
Net loss $ (164,435) $ (567,004)
============ ============
Net (Loss) per share $ (.05) $ (.58)
============ ============
</TABLE>
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OPTIMAX INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
UNAUDITED
------Three months ended-------
June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (125,105) $ (295,750)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 15,100 32,383
Other 103,312 6,644
------------ ------------
Net cash used by operating activities (6,693) (256,723)
CASH FLOWS FROM INVESTING ACTIVITES:
Disposition (acquisition) of property
and equipment $ 3,788 (7,174)
Other 1,756 6,330
------------ ------------
Net cash provided (used) by investing
activities 5,544 (844)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of stock and capital contributions - 272,849
Increase (decrease) in notes and mortgages
payable 3,906 (7,333)
------------ ------------
Net cash provided by financing activities 3,906 265,516
------------ ------------
Increase in cash 2,757 7,949
Cash, April 1 11,045 54,114
------------ ------------
Cash, June 30 $ 13,802 $ 62,063
------------ ------------
Interest paid $ 2,718 $ 4,979
------------ ------------
Income taxes paid $ - $ -
------------ ------------
See accompanying notes to financial statements.
</TABLE>
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<PAGE>
OPTIMAX INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
UNAUDITED
------Six months ended-------
June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (164,435) $ (567,004)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 34,053 63,859
Other 103,312 (116,010)
------------ ------------
Net cash used by operating activities (27,070) (619,155)
CASH FLOWS FROM INVESTING ACTIVITES:
Disposition (acquisition) of property
and equipment $ 25,718 116,138
Other 1,756 (12,468)
------------ ------------
Net cash provided (used) by investing
activities 27,474 103,670
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of stock and capital contributions 15,278 605,350
Increase (decrease) in notes and mortgages
payable 3,906 (83,623)
------------ ------------
Net cash provided by financing activities 19,184 521,727
------------ ------------
Increase in cash 19,588 6,242
Cash, January (5,786) 55,821
------------ ------------
Cash, June 30 $ 13,802 $ 62,063
------------ ------------
Interest paid $ 4,587 $ 33,396
------------ ------------
Income taxes paid $ - $ -
------------ ------------
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<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. and its wholly-owned subsidiaries Plants
for Tomorrow, Inc. and Taylor-Built Industries, Inc. (hereinafter referred to
as the "Company"). The balance sheet as of June 30, 1996 and the statements of
operations and cash flows for the three- and six-month periods ended June 30,
1996 and 1995, respectively, have been prepared by the Registrant without
audit.
In the opinion of management, all adjustments (which include only normal
recurring transactions) 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 at June 30, 1996 was $(826,897) as compared to
$(399,869) at December 31, 1995. This decrease of $427,028 was principally
attributable to the Company's continued losses from operations, reductions of
accounts receivable and inventories to fund the continuing losses from
operations and net increases in trade payables and accrued liabilities
resulting from substantially limited cash resources.
Total assets at June 30, 1996 were $1,032,780, a decrease of $253,279 from
assets of $1,286,059 at December 31, 1995. Again, the decrease was
attributable to the same factors that resulted in a similar decrease in working
capital.
Stockholders' equity decreased from $18,089 at December 31, 1995 to a deficit
of $(243,622) at June 30, 1996. This decrease of $261,711 resulted from
continuing operating losses of the Company's two subsidiaries, the provision
for discontinued operations of a former subsidiary, the recording of increased
reserves and allowances for inventories and warranty claims on product
installations and further expense provisions relating to continuing legal
matters.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
- -----------------------------------------
The Company's sales were $40,967 and $144,369 for the three- and six-month
periods ended June 30, 1996 compared to $167,077 and $331,991 for the three-
and six-month periods ended June 30, 1995, representing decreases of $126,110
and $187,622, respectively. The sales decreases were attributable to the
significantly reduced and limited operations at its Plants For Tomorrow, Inc.
subsidiary and suspended operations at its Taylor-Built Industries, Inc.
subsidiary.
Gross profits, which decreased as a result of the reasons stated for the sales
decreases noted in the preceding paragraph, were $2,681 (6.5% of sales) and
$38,317 (26.5% of sales) for the three- and six-month periods ended June 30,
1996 compared to $12,622 (7.5% of sales) and $48,273 (14.5% of sales) for the
three- and six-month periods ended June 30, 1995. Operating and non-operating
expenses were $127,786 and $202,752 for the three- and six-month periods ended
June 30, 1995, reflecting the results of cost reduction measures, suspended
operations and other down-sizing actions taken by management at each
subsidiary's operating location.
<PAGE>
<PAGE>
The Company's net losses of $(125,105) and $(164,435) for the three- and six-
month periods ended June 30, 1996 have decreased from $(295,750) and $(567,004)
for the three- and six-month periods ended June 30, 1995 by $170,645 and
$402,569, respectively, reflecting the positive results of cost reduction
measures, suspended operations and other down-sizing actions taken by
management at each subsidiary's operating location.
SUBSEQUENT EVENTS
- -----------------
On July 23, 1996, the Company closed upon the acquisition of Vine Street
Stores, Inc., a Massachusetts corporation ("Vine Street") and the purchase of
approximately 12 acres of undeveloped real property located in Colchester,
Connecticut (the "Colchester Property"). Concurrently, the Company closed upon
the sale of 1,190,560 Units at a price of $1.25 per Unit, each Unit consisting
of one (1) share of Common Stock and one (1) Class BB Warrant. Subsequently,
in August 1996, the Company completed the sale of the maximum of 1,500,000
Units in the Private Offering, realizing gross proceeds of $1,875,000 and net
proceeds of approximately $1,600,000, after deduction of Placement Agent's
commissions, non-accountable expense allowance and other costs of the Offering.
In connection with the acquisition of Vine Street, the Company issued
1,500,000 shares of Common Stock to the shareholders of Vine Street, pro rata.
In consideration of the Colchester Property, the Company paid $400,000 from the
proceeds of the Private Offering and issued an additional 1,280,000 shares of
Series A Convertible Preferred Stock.
Completion of the foregoing transactions had a material positive impact upon
the Company's liquidity and capital resources and is expected to have a
material positive impact upon its future results of operations.
<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: None
<PAGE>
<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: August 19, 1996 By: /s/ David W. Dube
------------------ ---------------------------
David W. Dube, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheets and Consolidated Statements of Operations found on
pages 3-5 of the Company's Form 10-QSB for the year-to-date, and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<CASH> 13,802
<SECURITIES> 0
<RECEIVABLES> 344,296
<ALLOWANCES> 245,000
<INVENTORY> 336,407
<CURRENT-ASSETS> 449,505
<PP&E> 406,402
<DEPRECIATION> 595,001
<TOTAL-ASSETS> 1,032,780
<CURRENT-LIABILITIES> 830,984
<BONDS> 0
0
0
<COMMON> 148,557
<OTHER-SE> (392,113)
<TOTAL-LIABILITY-AND-EQUITY> 1,032,780
<SALES> 144,369
<TOTAL-REVENUES> 144,369
<CGS> 106,052
<TOTAL-COSTS> 236,797
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,587
<INCOME-PRETAX> (164,435)
<INCOME-TAX> 0
<INCOME-CONTINUING> (164,435)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (164,435)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
