SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
/x/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended October 31, 1999
or
/ / TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from __________ to __________
Commission File Number 33-19048-NY
MURRAY UNITED DEVELOPMENT CORP.
-----------------------------------------------------------------
(Exact Name of Small Business Issuer as specified in its charter)
Delaware 22-2856171
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
P.O. Box 224, Landing, New Jersey 07850
- ---------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 979-3025
No Change
-----------------------------------------------------------
(Former Name, Former Address, if changed since last report)
Indicate by check mark whether the Issuer:
(1) Has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports):
Yes ____ No X
(2) Has been subject to such filing requirements for the past 90 days.
Yes X No ____
60,953,434 shares of the registrant's Common Stock ,$.0001 per share, were
outstanding as of January 5, 2000.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MURRAY UNITED DEVELOPMENT CORPORATION
(A Company in the Development Stage)
BALANCE SHEETS
(UNAUDITED)
ASSETS
October 31, 1999 July 31, 1999
---------------- -------------
Current assets
Cash & cash equivalents $ 1,338 $ 2,038
---------- -----------
Total current assets $ 1,338 $ 2,038
Furniture & equipment, at cost, net of
accumulated depreciation 85,857 88,862
---------- -----------
Total Assets $ 87,195 $ 90,900
========== ===========
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
MURRAY UNITED DEVELOPMENT CORPORATION
(A Company in the Development Stage)
BALANCE SHEETS
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
<TABLE>
<CAPTION>
October 31, 1999 July 31, 1999
---------------- -------------
<S> <C> <C>
Current liabilities:
Accrued Interest Payable $ 82,151 $ -
Accounts payable and Accrued Expenses 392,996 387,996
Note Payable Stockholder - -
------------ -----------
Total current liabilities 475,147 387,996
Other liabilities:
Accrued Interest Payable 0 64,919
Notes payable-other stockholder 925,780 917,780
------------ -----------
Total other liabilities 925,780 982,699
------------ -----------
Total liabilities 1,400,927 1,370,695
------------ -----------
Stockholders' deficiency:
Common Stock, par value $.0001;
Authorized 200,000,000 shares;
issued and outstanding
60,953,434 shares 6,096 6,096
Additional paid-in capital 2,119,599 2,119,599
Deficit accumulated in the development stage (3,439,427) (3,405,490)
------------ -----------
Total stockholders' deficiency (1,313,732) (1,279,795)
------------ -----------
Total Liabilities and Stockholders' Deficiency $ 87,195 $ 90,900
============ ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
MURRAY UNITED DEVELOPMENT CORPORATION
(A Company in the development Stage)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED OCTOBER 31, 1999 AND 1998
AND CUMULATIVE AMOUNTS FROM OCTOBER 13, 1987
(DATE OF INCEPTION)
(UNAUDITED)
<TABLE>
<CAPTION>
CUMULATIVE AMOUNTS
1999 1998 FROM INCEPTION
---- ---- ------------------
<S> <C> <C> <C>
Income
Interest income $ - $ - $ 66,465
----------- ----------- -----------
Total Income - - 66,465
Expenses
Research and Development costs - 14,750 854,653
Licensing fees stockholder and
affiliate - - 57,260
General and administrative expenses 16,704 18,754 2,280,430
Interest expense stockholder and
affiliate 17,233 15,254 313,549
----------- ----------- -----------
Total Expenses (33,937) (48,758) (3,505,892)
----------- ----------- -----------
Net loss $ (33,937) $ (48,758) $(3,439,427)
----------- ----------- -----------
Net loss per common share $ (nil) $ (nil) (0.056)
Weighted average number of common
shares outstanding 60,953,434 60,953,434 60,953,434
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
MURRAY UNITED DEVELOPMENT CORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
THREE MONTHS ENDED OCTOBER 31, 1999 AND CUMULATIVE AMOUNTS FROM
OCTOBER 13, 1987 (DATE 0F INCEPTION)
(UNAUDITED)
<TABLE>
<CAPTION>
Deficit Accumulated
Common Stock Additional Paid in the Developmental
Number of Shares Amounts in Capital Stage Total
---------------- ------- --------------- -------------------- -----
<S> <C> <C> <C> <C> <C>
Balance July 31, 1999 60,953,434 $ 6,096 $ 2,119,599 $ (3,405,490) $(1,279,795)
Net loss for the three
months ended 10/31/99 (33,937) (33,937)
---------- -------- ----------- ------------- -----------
60,953,434 $ 6,096 $ 2,119,599 $ (3,439,427) ($ 1,313,732)
---------- -------- ----------- ------------- -----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
MURRAY UNITED DEVELOPMENT CORPORATION
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED OCTOBER 31, 1999 AND 1998
CUMULATIVE AMOUNTS FROM OCTOBER 13, 1987
(DATE OF INCEPTION)
(UNAUDTIED)
<TABLE>
<CAPTION>
Cumulative
1999 1998 from Inception
---------- ---------- --------------
<S> <C> <C> <C>
Operating activities:
Net Loss (33,937) (48,758) (3,439,427)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation & Amortization 3,005 3,005 174,639
Expenses paid through issuance of common stock by:
Company - 175,035
Principal Stockholder - - 220,900
Changes in operating assets and liabilities:
Accounts Payable Accrued Expenses 22,232 (122,390) 475,148
--------- -------- -----------
Net cash used in operating activities (8,700) (168,143) (2,393,705)
--------- -------- -----------
Investing Activities:
Purchase of furniture and equipment - - (260,497)
--------- -------- -----------
Net cash provided by (used in) investing activities - - (260,497)
--------- -------- -----------
Financing activities:
Note payable to stock holder: Proceeds $ 8,000 $155,468 $ 977,447
Principal payments - - (51,667)
Proceeds from the issuance of common stock (net) - - 1,729,760
--------- -------- -----------
Net cash provided by financing activities 8,000 155,468 2,655,540
--------- -------- -----------
Net increase (decrease) in cash and cash equivalents (700) (12,675) -
Cash and cash equivalents, beginning of period 2,038 12,675 -
--------- -------- -----------
Cash and cash equivalents, end of period $ 1,338 $ - $ 1,338
--------- -------- -----------
Supplemental disclosure of cash flow data:
Interest Paid $ - $ - $ 32,420
--------- -------- -----------
</TABLE>
6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Note 1 - Organization and business and basis of presentation:
In the opinion of management, the accompanying unaudited condensed financial
statements reflect all adjustments, consisting of normal recurring accruals
necessary to present fairly the Company's financial position as of October 31,
1999 and its results of operations and cash flows for the three months ended
October 31, 1999. These unaudited condensed financial statements should be read
in conjunction with the financial statements and other information in the 1999
Form 10-KSB.
The Company was incorporated on October 13, 1987 under the laws of the State of
Delaware. It was organized to further develop and exploit commercially certain
technology for a rotary internal combustion engine that would utilize
alternative fuels. The patent and related rights to the use of the technology
have been assigned to the Company.
The Company has been in the development stage since inception. Activities of the
Company have been limited to the acquisition of funds from the sale of its
common stock; the acquisition of the licensing rights for and, subsequently,
title to, the engine technology; research and development related to the
development of an initial fuel-driven prototype of the engine that was
successfully tested on a preliminary basis in January 1990; and the additional
testing and development of the engine prototype to obtain performance data for
the demonstration of the engine to potential licensees. The Company intends to
continue to conduct research and development activities with respect to the
manufacture of a rotary engine during the ensuing twelve month period
principally through Southwest Research Institute, assuming it is able to raise
the funds necessary to conduct such research, of which there can be no
assurances.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. However, as of October 31, 1999, the
Company had not been able to commercially utilize its engine technology to
generate revenues or cash flows from operating activities. As a result, it has
suffered recurring losses from operations from inception that have generated the
net stockholders' deficiency of $1,313,732 as of October 31, 1999 and have also
generated significant working capital deficiencies from time to time. Management
does not expect the Company to generate any significant revenues or positive
operating cash flows during the twelve-month period subsequent to October 31,
1999. The limited amount of liquid resources available at October 31, 1999 and
the inability to generate operating revenues and cash flows raise substantial
doubts about the Company's ability to continue as a going concern.
7
<PAGE>
MURRAY UNITED DEVELOPMENT CORPORATION
(a Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
Note 1 - Organization and business and basis of presentation (concluded):
The Company plans to continue research and development activities principally
through Southwest Research Institute on at least a limited basis through the
twelve-month period subsequent to October 31, 1999. However, management believes
that the net liquid assets available at October 31, 1999 will not be sufficient
to enable the Company to meet its obligations and to continue as a going concern
during the ensuing twelve-month period even on this limited basis without
limiting research and development and other operating activities more severely
unless it obtains additional debt or equity financing and/or government
sponsored research grants.
Management also believes that continuation of the Company as a going concern
during the twelve-month period subsequent to October 31, 1999 and thereafter
will depend upon the Company's ability to obtain sufficient additional working
capital to fund the building of a second prototype of its engine and such other
research and development activities as are necessary to accumulate sufficient
data for the marketing and licensing of the engine technology; marketing costs;
and the general and administrative expenses to be incurred during the remaining
development period. Potential sources of such working capital include: the
private or public sale of common stock (the Company has historically depended
primarily on the sale of equity securities to finance its operations); the
exercise of a substantial portion of the 15,398,000 outstanding Class B
warrants, 14,898,000 of which are exercisable at $0.15 per share and 500,000 of
which are exercisable at $.225 per share; the deferral, if necessary, of
payments to related parties; government sponsored research grants; and borrowing
additional amounts from related parties or other sources. However, there can be
no assurances that such financing will be available The accompanying financial
statements do not include any adjustments that might result from the
uncertainties related to the ability of the Company to continue as a going
concern.
8
<PAGE>
Note 2 - Summary of other significant accounting policies:
Depreciation:
Depreciation of furniture and equipment is provided over the estimated
useful lives of the related assets using declining balance methods.
Research and development:
Costs and expenses related to research and development are expensed as
incurred.
Net loss per common share:
Net loss per common share was computed on the basis of the weighted
average number of shares of common stock outstanding during each
period. The effect of assuming the exercise of outstanding warrants was
antidilutive and, accordingly, not included in the computation of net
loss per share.
Note 3 - Related party transactions:
Information as to agreements with, and notes payable to, related
parties is set forth in the financial statements in the 1999 Form
10-KSB
Note 4 - Stockholders' Equity:
Information as to stockholders' equity is set forth in the financial
statements in the 1999 Form 10-KSB.
9
<PAGE>
Item 2. Management's Discussion And Analysis Of Financial Condition Or Plan Of
Operation.
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's results
of operations and financial condition. This discussion should be read in
conjunction with the financial statements and notes thereto appearing elsewhere
herein.
Statements in this Form 10-QSB that are not statements of historical or current
fact constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other unknown factors that
could cause the actual results of the Company to be materially different from
the historical results or from any future results expressed or implied by such
forward-looking statements. In addition to statements that explicitly describe
such risks and uncertainties, readers are urged to consider statements labeled
with the terms "believes," "belief," "intends," "anticipates" or "plans" to be
uncertain and forward-looking. The forward-looking statements contained herein
are also subject generally to other risks and uncertainties that are described
from time to time in the Company's reports filed with the Securities and
Exchange Commission.
The Company is a developmental stage enterprise that commenced
operations on October 13, 1987 and is attempting to exploit commercially certain
technology it is in the process of developing, the Rotorcam Engine, a rotary
internal combustion engine. The Company intends to generate revenues primarily
through the licensing of the engine technology and secondarily through the
manufacture and sale of engines or related components or services.
The Company has not derived any revenues from the license or sale of
its technology and has incurred cumulative losses from its inception on October
13, 1987 through October 31, 1999 of $3,439,427.
Results Of Operations
- ---------------------
The Company's revenues from its inception on October 13, 1987 through October
31, 1999 aggregating $66,465 were derived from interest earned. Interest income
was negligible in the periods ended October 31, 1999 and October 1998 as a
result of a decrease in the amount of funds available for investment.
The cumulative loss from inception includes research and development costs of
$854,653.
Research and development costs decreased to $0 in October 1999 from $14,750 in
October 1998. The decrease of $14,750 was due to the lack of funds available for
use.The Company had to reduce substantially its research and development
activities during 1999 due to liquidity problems.
10
<PAGE>
The cumulative loss from inception includes general and administrative expenses
of $2,280,430. General and administrative expenses decreased to $16,704 in 1999
from $18,754 in 1998, or an 11% decrease. Decreased general and administrative
expenses can be attributed to lack of funds available for use in October 1999.
The cumulative loss from inception also includes past licensing fees of $0
during the period, and cumulatively $57,260 since inception. The elimination of
licensing fees is the result of the legal settlement reached in fiscal 1994.
The cumulative loss from inception also includes interest expense of $313,549 on
promissory notes payable to the principal stockholders and chairman of the
Company. Interest expense increased to $17,233 in the first quarter of 1999 from
$15,254 in 1998 primarily as a result of increased loans to the Company.
The net loss of $33,937 in the period ended October 31, 1999 decreased by
$14,821 or 30%, over the net loss of $48,758 in 1998. Decreases in general and
administrative costs, research and development costs , and interest expense
caused the overall increase.
Liquidity And Capital Resources
- -------------------------------
At October 31, 1999, the Company had cash and short-term investments totaling
$1,338(compared to liquid assets of $2,038 at July 31, 1999), a working capital
decrease of $700 (compared with a working capital decrease of $10,637 at July
31, 1999) and a total stockholders' deficiency of $1,313,732(compared to
$1,279,795 at July 31, 1999). The stockholders' deficiency increased due to the
net loss of $33,937 incurred in the first quarter ended October 31, 1999.
At October 31, 1999, the Company had current liabilities in excess of current
assets of $473,809. The Company has not been able to commercially utilize its
engine technology to generate any revenue through that date, and as a result, it
has suffered recurring losses from operations from inception that have generated
the net capital deficiencies at October 31, 1999 as well as July 31, 1999 and
significant working capital deficiencies from time to time. Management does not
expect the Company to generate any significant revenues or positive operating
cash flows during the twelve-month period subsequent to October 31, 1999. Cash
flows used by operating activities were $8,700 and $168,143 in October 1999 and
October 1998 respectively. The limited amount of liquid resources available at
October 31, 1999 ,and the inability to generate operating revenues and cash
flows ,raise substantial doubts about the Company's ability to continue as a
going concern.
11
<PAGE>
Plan of Operation
- -----------------
In July 1998 the Company entered into an agreement with the Southwest Research
Institute of San Antonio, Texas ("SRI"). Under the Company's agreement with SRI,
SRI agreed to provide an engineering study of the Rotorcam Engine at a cost of
$9,750. Such study included an evaluation of existing Rotorcam Engine hardware
and data, including test data on the current prototype and design and analytical
data obtained by the Company to date.
In December 1998, SRI issued its report on the results of the testing of the
Rotorcam Engine (the "Report"). In the Report, SRI concluded that there were
three (3) significant advantages of the Rotorcam Engine over conventional
reciprocating engines: higher torque at a specified rpm, a potential of improved
cycle efficiency and energy savings, and the improvement of overall efficiency
and packaging resulting from the ability to eliminate a gear box. However, SRI
also concluded that certain prior perceived advantages of the Rotorcam Engine
were not supported by the evidence that it had gathered during its review. In
particular, SRI concluded that the prototype did not necessarily possess
advantages over conventional reciprocating engines with respect to high
power-to-weight ratio, low manufacturing and maintenance costs, improved
packaging, multi-fuel potential, and variable compression ratio. In addition to
its findings, the Report recommended potential applications for the Rotorcam
Engine, including off-road power equipment, utility equipment and gensets.
In response to the Report, assuming funding is available, Management of the
Company has determined to redesign and rebuild a second generation prototype of
the Rotorcam Engine ("Second Prototype") to address the issues raised in the
Report. Management estimates that the cost of such Second Prototype will be
approximately $350,000 to $375,000 and that it will take approximately 15 to 18
months from the date such funding becomes available to complete. The development
work on the Second Prototype would address substantially all of the technical
problems of the first prototype and would be divided into six (6) phases:
Phase I Cycle simulation analysis to study and optimize the particular
features that make the Rotorcam Engine unique;
Phase II Redesign of the seals for the engine;
Phase III Redesign of combustion chambers, pistons and cylinders;
Phase IV Manufacture of the Second Prototype, which would contain new
components, including a static seal plate, sliding seals and springs, combustion
caps, cylinders, pistons, spark plugs, and ignition timing contacts;
Phase V Assembling the Second Prototype in preparation for a test program,
the objectives of which would be to evaluate the capability of the Rotorcam
Engine for producing power and torque, engine speed range over which the engine
can be successfully operated, fuel economy and emissions of key exhaust
pollutants; and
12
<PAGE>
Phase VI Testing the Second Prototype to evaluate key performance
measurements, including engine rotating speed and torque, mass air flow, mass
fuel flow, exhaust temperature, exhaust oxygen concentration and gaseous
emissions; and if the Second Prototype shows clear advantages of the Rotorcam
Engine over conventional reciprocating engines in a specific market, and if the
necessary funds are then available, the Company plans to commission the
development of a third prototype ("Third Prototype") of the engine. The Third
Prototype would be designed to address the performance, cost, reliability and
producibility issues associated with the chosen market.
Management estimates that the cost to develop such a Third Prototype would be
between $2 million and $3 million and anticipates that it would take between 18
to 24 months from the time such funding becomes available to complete. During
this phase of development the Company plans to commission the production of
several variations of the Third Prototype that would be used for different
purposes, including performance development, durability assessment, and
demonstrators to be used in application field testing.
Management is attempting to locate a funding source for the $350,000 to $375,000
amount required to complete the Second Prototype. Since June 1998, Management
has been attempting to obtain Small Business Innovation Research grant money
from the Lewis Research Center of the National Aeronautics and Space
Administration. The evaluation work provided by SRI, as described in its Report,
has made the Company eligible to obtain Phase I and Phase II grants from the
Lewis Research Center. However, there can be no assurances that the Company's
applications for such grants will be approved or, even if approved, that such
grants will provide sufficient funding to complete the Second Prototype. Other
possible sources for such funding include an offering of the Company's equity
securities, borrowing from private sources, and/or exercise of the Company's
15,398,000 outstanding Class B Warrants. The Company intends to attempt to raise
the funds necessary to complete the Second Prototype from such sources. However,
there can be no assurances that it will be able to do so. If it is unable to do
so, the Company may never be able to further develop the Rotorcam Engine.
Management believes that if the Second Prototype is successfully completed, the
Company will be able to raise sufficient funds to complete the Third Prototype
from research grants and/or equity financing. However, since a decision to
proceed with a Third Prototype will depend on the results obtained from the
Second Prototype, there can be no assurances that Management will decide to
build a Third Prototype or that the Company will, in fact, be able to obtain
sufficient funds to complete such Third Prototype. Since a Third Prototype is
essential to the Company's ability to market the Rotorcam Engine, the
inadvisability of developing, or financial inability of the Company to produce,
such Third Prototype will have a materially adverse effect on the Company's
ability to successfully market the engine.
13
<PAGE>
In view of the projected extended period of time that Management estimates it
will take to complete the Second and Third Prototypes, assuming that funding
becomes available to complete such prototypes, of which there can be no
assurances, Management of the Company is presently seeking opportunities that
will permit the Company to diversify it into businesses in addition to the
Rotorcam Engine. However, the Company's ability to do so will depend on
available financing, and there can be no assurances that Management will be
successful in such attempts to diversify the Company.
Year 2000
- ---------
Since the Rotorcam Engine is still in the developmental and testing stages, and
the Company is not presently reliant on information from its own or other
computer systems, the Company does not anticipate its results of operations or
financial position will be adversely affected by the application of dating
systems in the Year 2000. The Company intends to seek written assurances from
any entity with which it contracts to produce the Second Prototype that such
entity is Year 2000 compliant. There can be no assurances, however, that any
such entity will, in fact, be Year 2000 compliant.
Due principally to the fact that the Rotorcam Engine is in the prototype stage,
it has not been necessary for the Company to expend any amounts to date to
address Year 2000 remediation issues. Except for the cost of obtaining written
assurances from parties with which the Company may contract in the future, the
Company does not anticipate expending any significant amounts for remediation of
Year 2000 problems. The Company believes that its most reasonably likely worst
case scenario is that if the entity with which the Company contracts to
manufacture a Second Prototype is not Year 2000 compliant, the production of the
Second Prototype may be delayed until either such entity becomes compliant or
the Company locates another entity that demonstrates Year 2000 Compliance. The
Company intends to include in any contract entered into with the entity that it
selects to produce the Second Prototype a provision whereby the Company may
terminate such agreement if such contracting party is unable to produce the
Second Prototype due to its failure to be Year 2000 compliant.
14
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities and Use of Proceeds- None
Item 3. Defaults upon Senior Securities
The Company issued a promissory note to Mr. Campo, dated August 1, 1998, in the
amount of $807,280, which consolidated amounts owed by the Company to Mr. Campo
under prior notes of the Company to Mr. Campo. The August 1, 1998 note bears
interest at 7.5% per annum, which is payable quarterly on each November 1,
February 1, May 1 and August 1. One-half of the principal amount of the note was
due on August 1, 1999 and all remaining principal is due on August 1,2000.
The Company has defaulted on its principal payment due on August 1, 1999 as well
on the quarterly interest payments due on November 1,1998, and February 1, May
1, August 1, and November 1, 1999. As of November 15, 1999, a total of $64,919
in unpaid interest was owed to Mr. Campo under the August 1, 1998 note. Since
the Company does not have any revenues, it is doubtful that the Company will be
able to pay any interest or principal amounts due under the August 1, 1998 note
until such time as it has operating revenues, or raises funds from an
independent source, both of which events may not occur at any time. Mr. Campo
has the right to convert unpaid amounts due under the August 1, 1998 Note into
one share of common stock of the Company for each $.0075 due under such note so
converted. In addition, Mr. Campo has the right at any time to declare amounts
due under such note immediately due and payable.
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
(A) Exhibits
Exhibit No. Description
----------- -----------
27 October 31, 1999 Financial Data Schedule
(B) Reports on Form 8-K
There were no reports on Form 8-K during the quarter ended
October 31, 1999.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
MURRAY UNITED DEVELOPMENT CORPORATION
(Registrant)
By: /S/ Dwight Foster
-------------------------------------
President and Chief Executive Officer
Dated: January 27, 2000
By: /S/ Anthony S. Campo
------------------------------------------
Anthony S. Campo, Executive Vice President
Secretary and Treasurer
Chief Financial Officer
Dated: January 27, 2000
Pursuant to the requirements of Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
/S/ Anthony S. Campo
---------------------
Anthony S. Campo,
Chairman of the Board
/S/ Thomas Caltabiano
---------------------------
Thomas Caltabiano, Director
/S/ Francis Pecorella
---------------------------
Francis Pecorella, Director
Dated: January 27, 2000
16
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule Filed herewith electronically
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTER ENDED OCTOBER 31, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-2000
<PERIOD-END> OCT-31-1999
<CASH> 1338
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 260496
<DEPRECIATION> 174639
<TOTAL-ASSETS> 87195
<CURRENT-LIABILITIES> 475147
<BONDS> 925870
0
0
<COMMON> 6096
<OTHER-SE> (1319828)
<TOTAL-LIABILITY-AND-EQUITY> 87195
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16704
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17233
<INCOME-PRETAX> (33937)
<INCOME-TAX> 0
<INCOME-CONTINUING> (33937)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (33937)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
