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Previous: OROAMERICA INC, 10-Q, 1999-06-14 |
Next: ALLIANCE VARIABLE PRODUCTS SERIES FUND INC, 497, 1999-06-14 |
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of The Securities Exchange Act of 1934
For Quarter ended Commission file number
April 30, 1999 33-18218-NY
- ----------------- ----------------------
DYNAMARK CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3376786
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
56 Dune Road, Atlantic Beach, New York 11509
- ---------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 889-3630
--------------------
N/A
- -------------------------------------------------------------------------------
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. Yes X No
Common Stock outstanding as of April 30, 1999:
18,000,000, par value $.0001 per share.
<PAGE>
DYNAMARK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
QUARTERLY REPORT FORM 10-Q FOR
THREE MONTHS AND NINE MONTHS ENDED APRIL 30, 1999 AND 1998
AND FOR THE PERIOD FROM INCEPTION (AUGUST 1, 1986) TO APRIL 30, 1999
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C>
Item 1. Condensed Financial Statements:
Page
----
Balance Sheet as of April 30, 1999 and July 31, 1998 I-1
Statement of Operations for the Three Months and Nine Months
Ended April 30, 1999 and 1998 and for the Period From
Inception
(August 1, 1986) to April 30, 1999 I-2
Statement of Cash Flows for the
Three Months and Nine Months Ended April 30,
1999 and 1998 and for the Period From Inception
(August 1, 1986) to April 30, 1999 I-3 - 4
Notes to Condensed Financial Statements I-5 - 6
Item 2. Management's Discussion and analysis of Financial
Condition and Results of Operations I-7
PART II. OTHER INFORMATION
Signatures II-1
</TABLE>
<PAGE>
DYNAMARK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
APRIL 30, 1999 (UNAUDITED) AND JULY 31, 1998
ASSETS
<TABLE>
<CAPTION>
April 30, July 31,
1999 1998
----------- ----------
(Unaudited)
<S> <C> <C>
Current assets
Cash $ 201,887 $ 201,850
Prepaid income taxes -- 15
--------- ---------
Total current assets 201,887 201,865
Computer equipment - at cost, less accumulated
depreciation of $13,556 at April 30, 1999
and July 31, 1998 -- --
--------- ---------
$ 201,887 $ 201,865
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accrued expenses $ 27,411 $ 14,878
--------- ---------
Due to officer 170,461 165,961
--------- ---------
Shareholders' equity
Preferred stock, $.0001 par value; 5,000,000 shares
authorized, none issued -- --
Common stock, $.0001 par value; 50,000,000 shares
authorized, 18,000,000 shares issued and outstanding
at April 30, 1999 and July 31, 1998 1,800 1,800
Additional paid-in capital 556,751 556,751
Deficit accumulated during the development stage (554,536) (537,525)
--------- ---------
4,015 21,026
--------- ---------
$ 201,887 $ 201,865
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
I-1
<PAGE>
DYNAMARK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Cumulative
August 1, 1986
Three Months Ended Nine Months Ended (Date of
April 30, April 30, Inception) to
--------------------------- ------------------------- April 30,
1999 1998 1999 1998 1999
------------ ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Revenues
Interest income $ 2,079 $ 2,285 $ 6,432 $ 6,904 $ 216,418
Licensing revenue -- -- -- -- 1,469
Amortization of excess of investment
over net assets acquired -- -- -- -- (17,500)
Equity in operating losses of investee -- -- -- -- (14,894)
Write-downs of investments -- -- -- -- (91,994)
Recovery of note receivable written off -- -- -- -- 97,500
------------ ---------- ---------- ---------- -------------
Total revenues 2,079 2,285 6,432 6,904 190,999
------------ ---------- ---------- ---------- -------------
Expenses
Salaries
Officer -- -- -- -- 282,980
Other -- -- -- -- 29,820
Automobile rental and expenses -- -- -- -- 28,618
Professional fees 2,400 750 15,324 6,799 194,318
Other, including rent expense incurred to
officer of $1,500 for the three months ended
April 30, 1999 and 1998, $4,500 for the nine
months ended April 30, 1999 and 1998, and $76,500
for the period from inception to April 30, 1999 2,143 1,790 8,119 9,150 197,092
Licensing agreement Costs -- -- -- -- 11,238
Loss on termination -- -- -- -- 1,469
------------ ---------- ---------- ---------- -------------
Total expenses 4,543 2,540 23,443 15,949 745,535
------------ ---------- ---------- ---------- -------------
Net loss during the development stage $ (2,464) $ (255) $ (17,011) $ (9,045) $ (554,536)
============ ========== ========== ========== =============
Income (loss) per common share $ -0- $ -0- $ -0- $ -0- $ (.03)
============ ========== ========== ========== =============
Weighted average number of shares 18,000,000 18,000,000 18,000,000 18,000,000 17,727,847
============ ========== ========== ========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
I-2
<PAGE>
DYNAMARK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative
August 1, 1986
Three Months Ended Nine Months Ended (Date of
April 30, April 30, Inception) to
------------------------- ---------------------------- April 30,
1999 1998 1999 1998 1999
---------- ----------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities
Net loss $ (2,464) $ ( 255) $ (17,011) $ (9,045) $ (554,536)
Adjustments to reconcile net loss to
net cash provided by (used in)
operating activities
Equity in operating losses of investee - - - - 14,894
Amortization of excess of investment
over net assets acquired - - - - 17,500
Write-down of investments - - - - 91,994
Recovery of note receivable written off - - - - (97,500)
Depreciation and amortization - - - - 22,155
Changes in assets and liabilities
Accrued interest receivable - - - 7,734 (24,375)
Prepaid income taxes - - 15 - -
Deferred lease costs - - - - (7,200)
Deposits - - - - (797)
Deposits repaid - - - - 797
Accrued expenses 2,400 (3,394) 12,533 (354) 27,411
Due to officer 1,500 1,500 4,500 4,500 170,461
Other - - - - 549
---------- ----------- ----------- ---------- -------------
Net cash provided by (used in)
operating activities 1,436 (2,149) 37 2,835 (338,647)
---------- ----------- ----------- ---------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
(Continued)
I-3
<PAGE>
DYNAMARK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative
August 1, 1986
Three Months Ended Nine Months Ended (Date of
April 30, April 30, Inception) to
-------------------------- ------------------------ April 30,
1999 1998 1999 1998 1999
----------- ------------ --------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Cash flows from investing activities
Investments and related advances $ - $ - $ - $ - $ (225,013)
Proceeds from repayment of advances - - - - 125,000
Proceeds from collection of note receivable - - - 97,500 97,500
Acquisition of computer equipment - - - - (13,556)
----------- ------------ --------- ---------- --------------
Net cash provided by (used in)
investing activities - - - 97,500 (16,069)
----------- ------------ --------- ---------- --------------
Cash flows from financing activities
Proceeds of sale of common stock pursuant
to public offering - - - - 576,030
Payments of notes payable - affiliate - - - - (19,427)
----------- ------------ --------- ---------- --------------
Net cash provided by financing activities - - - - 556,603
----------- ------------ --------- ---------- --------------
Net increase (decrease) in cash and cash equivalents 1,436 (2,149) 37 100,335 201,887
Cash, beginning of period 200,451 202,077 201,850 99,593 -
----------- ------------ --------- ---------- --------------
Cash, end of period 201,887 199,928 201,887 199,928 $ 201,887
=========== ============ ========= ========== ==============
Supplemental cash flow disclosures
Income taxes paid -0- 622 -0- 622 $ 6,726
=========== ============ ========= ========== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
I-4
<PAGE>
DYNAMARK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
1 - General
The financial statements contained within are unaudited but reflect
all adjustments which, in the opinion of the Company, are necessary to
fairly present the financial position of the Company as of April 30, 1999,
and its results of operations and cash flows for the three and nine month
periods ended April 30, 1999 and 1998 and from inception (August 1, 1986)
through April 30, 1999.
The condensed financial statements presented herein include the
accounts of Dynamark Corporation. The accounts have been prepared by the
Company without audit. The foregoing statements contain all adjustments
(consisting only of normal recurring adjustments) which are, in the
opinion of the Company's management, necessary to present fairly the
financial position of the Company as of April 30, 1999, the statements of
operations and the statements of cash flows for the three months and nine
months ended April 30, 1999 and 1998. Certain information and footnote
disclosures normally included in financial statements have been condensed
or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission. These condensed financial statements should be read
in conjunction with the financial statements and notes thereto included in
the Company's annual report on Form 10-K for the year ended July 31, 1998.
The results of operations for the three months ended March 31, 1999 are
not necessarily indicative of the results of operations for the year
ending July 31, 1999.
2 - Loss per share OF COMMON STOCK
The weighted average number of shares for purposes of computing basic
loss per share of common stock on the cumulative net loss is computed as
if all shares had been outstanding as of the beginning of the respective
years.
3 - Results of operations
The Company has been in the development stage since its inception on
August 1, 1986. It has not generated operating revenues as of April 30,
1999, and no assurance can be given that it will generate revenues and
earnings in the future.
(Continued)
I-5
<PAGE>
DYNAMARK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
4 - CONSULTING AGREEMENT
During the year ended July 31, 1992, the Company entered into an
agreement with an entity to render consulting services to the Company in
identifying equity or debt financing and/or potential merger candidates.
Under the agreement, the Company paid a $5,000 nonrefundable fee to that
entity, which was included in professional fees for the year ended July
31, 1992. Pursuant to the agreement terms, the Company will be obligated
to pay an additional $5,000 upon identification of a potential source of
financing or a merger/acquisition candidate. The Company is also obligated
to make an additional $15,000 payment upon the successful closing (signed
letter of intent) of either a financing agreement or merger/acquisition.
In addition, the agreement provides that the consulting entity will
receive shares of Dynamark Corporation, which will be restricted pursuant
to Rule 144 of the Securities and Exchange Commission. The agreement
specifies that it will terminate upon successful identification of
financing or a merger/acquisition, or when it is terminated by one of the
parties.
During the year ended July 31, 1992, the Company entered into a
transaction covered by the consulting agreement, which resulted in a
letter of intent qualifying for compensation under the agreement. During
that year, the transaction was aborted. The Company incurred consulting
fees of $2,500 to this consultant in settlement of its obligation
concerning the letter of intent.
As of April 30, 1999, there are no currently pending financings or
merger/acquisitions subject to this agreement, which remains in effect.
5 - Liquidity and capital resources
There have been no material changes in the Company's financial
position, liquidity or capital resources since April 30, 1999, other than
the effect of incurring normal operating expenses.
I-6
<PAGE>
DYNAMARK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Item 2. Management's discussion and analysis of financial condition
and results of operations
o Financial condition
The Company's shareholders' equity was $4,015 at
April 30, 1999 compared to $21,026 at July 31, 1998,
its most recent year-end. The decrease in
shareholders' equity is due to the net loss of $17,011
sustained from operations for the nine months ended
April 30, 1999.
The Company's principal asset at April 30, 1999
and July 31, 1998 is cash. Changes in the Company's
cash balance result from the payment of operating
expenses, primarily professional fees.
The Company is expected to remain in the
development stage for the foreseeable future. As such,
it is likely to incur only professional fees and
miscellaneous expenses.
o Results of operations
The Company had a net loss of $2,464 for the
three months ended April 30, 1999 compared to a net
loss of $255 for the three months ended April 30,
1998.
I-7
<PAGE>
DYNAMARK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
QUARTER ENDED JANUARY 31, 1999
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DATE: DYNAMARK CORPORATION
June 14, 1999 By: /s/ Allan Rothstein
- ----------------------------------- ------------------------------
Allan Rothstein
President and Director
II-1
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-END> APR-30-1999
<CASH> 201,850
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 201,887
<PP&E> 13,556
<DEPRECIATION> 13,556
<TOTAL-ASSETS> 201,887
<CURRENT-LIABILITIES> 27,411
<BONDS> 0
<COMMON> 1,800
0
0
<OTHER-SE> 2,215
<TOTAL-LIABILITY-AND-EQUITY> 201,987
<SALES> 0
<TOTAL-REVENUES> 6,432
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 23,443
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (17,011)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17,011)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
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