INTERNATIONAL CRYOGENIC SYSTEMS CORP
10-Q, 1996-08-12
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                      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 the quarter ended  June 30, 1996

                       Commission File Number  33-19584


                  INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION
            (Exact name of registrant as specified in its charter)


Nevada                                                      23-258270
(State of Incorporation)                      (IRS Employer Identification No.)


103 GUADALUPE DRIVE
CIBOLO, TEXAS 78108                                         210-659-8450
(Address of principal executive offices)        (Registrant's telephone number)


      Securities registered pursuant to Sections 12(b) of the Act:  NONE

      Securities registered pursuant to Sections 12(g) of the Act:  NONE


Common Stock,  $0.001 Par Value                          OTC Bulletin Board


Indicate by  check  mark  whether the  registrant  (1)  has  filed  all reports
required by Section  13 or  15(d) of the  Securities and  Exchange Act  of 1934
during the  preceding  12  months  and (2)  has  been  subject  to  such filing
requirements for the past 90 days.  Yes   X     NO      .
                                        ------    ------


As of  June  30,  1996,  5,619,269  Common  Shares  were  outstanding, and  the
aggregate market value of such shares  held by non-affiliates was approximately
$3,453,367










                  Sequential Page  1 of 13<PAGE>


                  INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION

                               AND SUBSIDIARIES


                                     INDEX




PART I.   FINANCIAL INFORMATION                                            Page


     Item 1:   Financial Statements (Unaudited)


               Consolidated Balance Sheets as of
               June 30, 1996 and December 31, 1995.                        3

               Consolidated Statement of Operations for Three and Six
               Months Ended June 30, 1996 and June 30, 1995.               4

               Consolidated Statement of Changes in Stockholders' Equity
               for Three Months Ended June 30, 1996 and June 30, 1995.     5

               Consolidated Statement of Cash Flows for Three and Six
               Months Ended June 30, 1996 and June 30, 1995.               6

               Notes to Consolidated Financial Statements at June 30,1996. 7


     Item 2:   Management's Discussion and Analysis of                     8
               Financial Condition and Results of Operations.



PART II.   OTHER INFORMATION                                               12


     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.








                  Sequential Page  2 of 13<PAGE>
<TABLE>
<CAPTION>
 INTERNATIONAL CRYOGENIC SYSTEMS CORP.                                   CONSOLIDATED BALANCE SHEETS  AT
 AND SUBSIDIARIES
 (UNAUDITED)                                                             JUNE 30, 1996 AND DECEMBER 31, 1995.
- ----------------------------------------------------------------------------------------------------------------------------
                                                                            (UNAUDITED)
                                                                             JUNE 30,                         DECEMBER 31,
                                                                               1996                               1995
<S>                                                                        <C>                               <C> 
                         ASSETS                                            --------------                    ---------------

 CURRENT ASSETS 
    Cash and cash equivalents                                                   $142,535                           $158,617
    Trade accounts receivable, net of allowance
      for doubtful accounts of $5,000.                                           269,138                             31,514
    Inventory                                                                    931,493                             58,994
    Prepaid expenses and other current assets                                     44,114                             43,951
                                                                           --------------                    ---------------

      Total Current Assets                                                     1,387,280                            293,076
                                                                           --------------                    ---------------
      

 OTHER ASSETS
    Property and equipment, net of accumulated 
 depreciation                                                                    103,456                            104,628
    Patent rights and related technology,
      net of accumulated amortization                                          1,225,852                          1,295,718
    Goodwill, net of accumulated amortization                                    573,038                            605,340
                                                                           --------------                    ---------------
    
      Total Other Assets                                                       1,902,346                          2,005,686
                                                                           --------------                    ---------------

 TOTAL ASSETS                                                                 $3,289,626                         $2,298,762
                                                                           ==============                    ===============
 


         LIABILITIES  AND  STOCKHOLDERS'  EQUITY

 CURRENT LIABILITIES: 
    Loan from officers                                                          $270,303                            $69,106
    Note payable                                                                 100,000                            100,000
    Accounts payable and accrued expenses                                        322,112                            518,234
    Deferred revenue                                                             978,586                             61,148
    Capital lease obligation                                                       5,814                              8,837
                                                                           --------------                    ---------------
    
      Total Current Liabilities                                                1,676,815                            757,325
                                                                           --------------                    ---------------
      
 LONG TERM LIABILITIES:
    Capital lease obligation, net current portion                                                                     1,697
                                                                                                             ---------------
      Total Liabilities                                                        1,676,815                            759,022
                                                                           --------------                    ---------------

 STOCKHOLDERS' EQUITY
    Common stock, $0.001 par value, 200,000,000
      shares authorized, 5,619,269 and 5,371,234 

      shares issued and outstanding at June 30, 1996
      and December 31, 1995, respectively.                                         5,619                              5,371
    Additional paid-in capital                                                 3,927,350                          3,717,063
    Amounts due shareholders                                                      (7,500)                            (7,500)
    Accumulated Deficit                                                       (2,312,658)                        (2,175,194)
                                                                           --------------                    ---------------

    Total Stockholders' Equity                                                 1,612,811                          1,539,740
                                                                           --------------                    ---------------

 TOTAL LIABILITIES  &  STOCKHOLDERS' EQUITY                                   $3,289,626                         $2,298,762
                                                                           ==============                    ===============

</TABLE>

 The accompanying notes are an integral part of these financial statements.
                                                       
 Sequential Page 3 of 12<PAGE>
 <TABLE>
 <CAPTION>
 INTERNATIONAL CRYOGENIC SYSTEMS CORP.                             CONSOLIDATED STATEMENTS OF OPERATIONS
 AND SUBSIDIARIES                                                  FOR THE THREE AND SIX MONTH PERIODS  
 UNAUDITED                                                         ENDED JUNE 30, 1996 AND JUNE 30, 1995.
- ----------------------------------------------------------------------------------------------------------------------------


                                                               THREE MONTHS ENDED                   SIX  MONTHS ENDED
                                                            JUNE 30,         JUNE 30,          JUNE 30,         JUNE 30,
                                                              1996             1995              1996             1995
<S>                                                        <C>              <C>               <C>             <C> 
                                                           -------------    -------------     -------------   --------------
 SALES REVENUE:
    Product Sales                                            $1,075,910       $1,252,764        $1,184,023       $2,561,651
    Services                                                     $4,050                            $69,503
                                                           -------------    -------------     -------------   --------------

       Total Revenue                                          1,079,960        1,252,764         1,253,526        2,561,651

 COST OF REVENUE:
    Product Sales                                               642,036          989,107           723,480        2,116,697
    Services                                                     78,594                             93,460
                                                           -------------    -------------     -------------   --------------

       Total Cost of Revenue                                    720,630          989,107           816,940        2,116,697
                                                           -------------    -------------     -------------   --------------

       Gross Margin                                             359,330          263,657           436,586          444,954

 OPERATING EXPENSES:
    Sales and Marketing                                         150,855                            204,279
    General and Administrative                                  186,730                            320,516
    Research and Development                                     26,993                             61,213
                                                           -------------    -------------     -------------   --------------

       Total Operating Expense                                  364,578          311,074           586,008          644,714
                                                           -------------    -------------     -------------   --------------

       Operating Loss                                            (5,248)         (47,417)         (149,422)        (199,760)

 OTHER INCOME (EXPENSE):
    Interest and Other Income                                    12,320            1,289            15,603            2,522
    Interest Expense                                             (1,679)                            (3,045)
    Other                                                           (26)                              (600)
                                                           -------------    -------------     -------------   --------------

       Total Other Income (Expense)                              10,615            1,289            11,958            2,522
                                                           -------------    -------------     -------------   --------------

 NET INCOME (LOSS)                                               $5,367         ($46,128)        ($137,464)       ($197,238)
                                                           =============    =============     =============   ==============

 NET INCOME (LOSS) PER SHARE                                       0.00            (0.01)            (0.02)           (0.04)
                                                           =============    =============     =============   ==============

 WEIGHTED AVERAGE NUMBER OF SHARES                            5,592,895        4,453,234         5,539,109        4,453,234
                                                           =============    =============     =============   ==============
 </TABLE>

 The accompanying notes are an integral part of these financial statements.
                                                       
 Sequential Page 4 of 12 <PAGE>
<TABLE>
<CAPTION>

 INTERNATIONAL CRYOGENIC SYSTEMS CORP.
 AND SUBSIDIARIES                                               CONSOLIDATED STATEMENT OF CHANGES IN    
 UNAUDITED                                                      STOCKHOLDER'S EQUITY FOR THE THREE MONTH PERIODS   
                                                                ENDED JUNE 30, 1995 AND JUNE 30, 1996.
- ----------------------------------------------------------------------------------------------------------------------------------

                                                                                   
                                       COMMON  STOCK             ADDITIONAL        AMOUNTS         
                                    ------------------------       PAID-IN         DUE FROM        ACCUMULATED
                                      STOCK         AMOUNT         CAPITAL       STOCKHOLDERS       (DEFICIT)            TOTAL 
<S>                                 <C>           <C>            <C>            <C>              <C>                 <C>
                                    ------------  ----------     -------------  -------------    -----------------   --------------


 Balances At April 1, 1995            4,253,234      $4,252        $2,420,182                        ($1,232,357)       $1,192,077

 Issuance of Common Stock For 
 Cash                                   200,000         200           279,800                                              280,000

 Net (Loss) For The Three 
 Month Period  
 Ended June 30, 1995                                                                                     (46,128)          (46,128)
                                    ------------  ----------     -------------  -------------    -----------------   --------------
 
 Balances At June 30, 1995            4,453,234      $4,452        $2,699,982                        ($1,278,485)       $1,425,949
                                    ============  ==========     =============  =============    =================   ==============






 Balances At April 1, 1996            5,544,269      $5,544        $3,889,925        ($7,500)        ($2,318,025)       $1,569,944

 Issuance of Common Stock For 
 Accounts Payable                        75,000          75            37,425                                               37,500

 Net Income For The Three 
 Month Period  
 Ended June 30, 1996                                                                                        5,367            5,367
                                    ------------  ----------     -------------  -------------    -----------------   --------------
 
 Balances At June 30, 1996            5,619,269      $5,619        $3,927,350        ($7,500)        ($2,312,658)       $1,612,811
                                    ============  ==========     =============  =============    =================   ==============


</TABLE>


 The accompanying notes are an integral part of these financial statements.

 Sequential Page 5 of 12  <PAGE>

 <TABLE>
 <CAPTION>
 INTERNATIONAL CRYOGENIC SYSTEMS CORP.                               CONSOLIDATED STATEMENT OF CASH FLOWS
 AND SUBSIDIARIES                                                    FOR THREE AND SIX MONTH PERIODS 
 (UNAUDITED)                                                         ENDED JUNE 30, 1996 AND JUNE 30, 1995.
- ----------------------------------------------------------------------------------------------------------------------------

                                                             THREE MONTHS ENDED                  SIX  MONTHS ENDED
                                                            JUNE 30,         JUNE 30,          JUNE 30,         JUNE 30,
                                                              1996             1995              1996             1995
<S>                                                        <C>              <C>               <C>             <C>
                                                           -------------    -------------     -------------   --------------

 CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income (Loss)                                            $5,367         ($46,128)        ($137,464)       ($197,238)

    Adjustments to reconcile net loss to net cash
     used in operating activities:
      Depreciation and amortization                              58,137            3,029           114,714            6,059
      Provision for doubtful accounts                                 0                                805
      Common stock issued for operating expense                  37,500                            210,535
      Changes in assets and liabilities:
       Trade accounts receivable                               (182,719)          74,067          (238,429)        (138,439)
       Inventories                                             (499,219)        (123,264)         (872,499)        (123,264)
       Prepaid expenses and other assets                         (6,941)          (1,305)             (163)          (1,305)
       Accounts payable and accrued expenses                   (473,287)         104,771          (196,122)         274,150
       Deferred revenues                                        917,438                            917,438
                                                           -------------    -------------     -------------   --------------

    Total Adjustments                                          (149,091)          57,298           (63,721)          17,201
                                                           -------------    -------------     -------------   --------------


    Net Cash Provided (Used) By Operating Activities           (143,724)          11,170          (201,185)        (180,037)
                                                           -------------    -------------     -------------   --------------


 CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                         (6,083)         (20,077)          (11,374)         (59,613)
                                                           -------------    -------------     -------------   --------------


    Net Cash Provided (Used) By Investing Activities             (6,083)         (20,077)          (11,374)         (59,613)
                                                           -------------    -------------     -------------   --------------


 CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from sale of stock                                                  280,000                            420,000
    Loans from officers                                         122,856          (56,851)          201,197
    Notes Payable                                                                (48,132)
    Payments on capital lease                                    (2,410)                            (4,720)
                                                           -------------    -------------     -------------   --------------


    Net Cash Provided (Used) By Financing Activities            120,446          175,017           196,477          420,000
                                                           -------------    -------------     -------------   --------------


 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                (29,361)         166,110           (16,082)         180,350

 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD                    171,896           14,266           158,617               26
                                                           -------------    -------------     -------------   --------------

 CASH AND EQUIVALENTS AT END OF PERIOD                         $142,535         $180,376          $142,535         $180,376
                                                           =============    =============     =============   ==============


 SUPPLEMENTAL DISCLOSURES OF CASH INFORMATION:
    Cash Paid during The Period For:
       Interest                                                  $1,679                             $3,045


</TABLE>

 The accompanying notes are an integral part of these financial statements.
                                                       
 Sequential Page 6 of 12 <PAGE>

INTERNATIONAL CRYOGENIC SYSTEMS CORP.        Notes to Consolidated
AND SUBSIDIARIES                             Financial Statements at
(Unaudited)                                  June 30, 1996
- ------------------------------------------------------------------------------


The condensed consolidated financial statements of International Cryogenic
Systems Corporation and Subsidiaries included herein have been prepared without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission.  Although, certain information normally included in financial
statements prepared in accordance with generally accepted accounting principles
has been condensed or omitted, International Cryogenic Systems Corporation
believes that the disclosures are adequate to make the information presented
not misleading. The condensed consolidated financial statements should be read
in conjunction with the financial statements and notes thereto included in
International Cryogenic Systems Corporation's annual report on Form 10-K for
the fiscal year ended December 31, 1995.

The condensed consolidated financial statements included herein reflect all
normal recurring adjustments that, in the opinion of the management, are
necessary for a fair presentation.  The results for the interim periods are not
necessarily  indicative of trends or of results to be expected for a full year.






































                  Sequential Page  7 of 13<PAGE>

ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
          CONDITION AND RESULTS OF OPERATIONS.

GENERAL:

Changes In Registrant's Certifying Accountant - The Registrant contracted with
Coopers & Lybrand, a major international professional services firm, as the new
Company auditors effective for the 1995 fiscal year audit. The Company believes
that because of the increased financial activities, and management's desire to
produce a credible growth company, the Company warrants the need of an
independent auditor with the stature of Coopers & Lybrand.

Nauticon Acquisition  - On August 4, 1995, the Board of Directors approved the
acquisition of 100% of Nauticon, Ltd. in a stock exchange for 900,000 shares of
common stock and 300,000 options of ICSC common stock. Nauticon will operate as
a wholly owned subsidiary in concert with ICSC's other subsidiaries, each
concentrating in unique, proprietary products for the food freezing,
refrigeration and cooling fields.

Nauticon, is an Austin, Texas based manufacturer of innovative evaporative heat
exchangers. Nauticon line of products represent five years of development. An
unique patented concept couples modern plastics with high efficiency copper
tubing to give very high efficiency, low operating costs and minimal
maintenance. These evaporative heat exchangers are self cleaning in most
applications thus eliminating chemical cleaning. These outstanding features
cannot be found in competitive products. Nauticon evaporative heat exchangers
serve the residential, commercial HVAC sector and the commercial refrigeration
industry. They have many applications, varying from traditional commercial
refrigeration to HVAC to industrial cooling. Customers vary from supermarkets
to ice rinks to walk-in coolers for refrigeration systems. HVAC applications
are in smaller commercial buildings, for traditional air conditioning systems
to highly efficient heat pumps. Industrial uses span plastic molding and
extrusion to conventional cooling of process water to cooling of cutting oils.

RealCold Acquisitions - On January 30, l995, the Board of Directors approved
(retroactive to January l, l995) the acquisitions of Technicold Services, Inc.,
RealCold Maintenance Systems, Inc. and Jordan Vessel Corporation.  The company
acquired l00% of the stock of these three companies in exchange for 487,500
shares of its common stock.  The three ICSC subsidiary companies were supported
and operated under RealCold Systems, Inc. for six months ending June 30, 1996
prior to its acquisition by WittCold Systems, Inc.  The subsidiary companies
will manufacture and support all related products, including packaged
refrigeration systems for ICSC's cryogenic freezing systems and custom
commercial sales, ammonia recovery and recycling systems, and non-chemical
water treating systems. The Company will also offer automated block ice
systems.

Technicold Services, Inc. offers consulting engineering services including
process safety management compliance and ammonia refrigeration system design.
Technicold Services also provides operation, maintenance and safety seminars
for ammonia refrigeration technicians and supervisors. The former Jordan Vessel
Corporation, operating under RealCold Systems, offers industrial refrigeration
system components such as liquid recirculating packages and refrigeration
system vessels of all types. RealCold Maintenance Systems, Inc. offers unique
innovative refrigeration products; Ammonia Recovery and Recycle Systems and
Evaporative Condenser Water Conditioning Systems.  RealCold Maintenance Systems
also publishes a quarterly newsletter, COLD TALK, which reaches over (1700)
refrigeration technicians in the industry.

                  Sequential Page  8 of 13<PAGE>
Wittemann & RealCold Joint Venture  -  RealCold Systems Inc. and The Wittemann
Company signed a Joint Cooperative Agreement, June 1995, for the manufacture
and marketing of merchant carbon dioxide plants and refrigeration products.
Wittemann is the world's leading manufacturer of carbon dioxide systems and
refrigeration accessories employed by brewers and other fermentation
processors. Wittemann has carbon dioxide systems operating in almost every
country in the world. The cooperative agreement combines the technical
expertise and experience of RealCold with the worldwide marketing of Wittemann.
George Briley, President of RealCold Systems with 46 years experience, is a
renown expert in the innovative design and building of merchant carbon dioxide
systems. The RealCold technical and engineering staff will provide the
engineering design and manufacturing for innovative refrigeration products and
the merchant carbon dioxide plants. This industry combination of technology,
sales and manufacturing experience is unsurpassed and should provide an
effective and cost efficient entry for this worldwide market. This venture has
proved to be very successful for all related companies.  Eleven (11) orders
were booked this year for merchant carbon dioxide plants and refrigeration
packages (average order $700,000). British Oxygen Corporation (BOC) purchased
some of these plants for installation in mainland China.


Subsequent Event:

WittCold Systems, Inc., Palm Coast, Florida, a Wittemann Company and wholly
owned subsidiary of Dover Corporation purchased all of the issued and
outstanding capital stock of RealCold Systems, Inc., San Antonio, Texas, a
wholly owned subsidiary of International Cryogenic Systems Corporation, the
Registrant.

The acquisition culminated after a successful (50/50) joint venture between the
two companies for the manufacture and marketing of Merchant Carbon Dioxide
Plants and Refrigeration System Packages.

The effective closing date of all financial accounting transactions, between
the two companies, was as of June 30, 1996, the end of the Registrant's second
quarter reporting period.  Closing date of the Acquisition Agreement was on
July 23, 1996. Terms and conditions of the acquisition agreement between
WittCold Systems, Inc. and the Registrant, as follows:

The purchase price for the common shares was the aggregate sum of Three Million
Dollars ($3,000,000) plus five percent (5 %) of the Net Sales of Refrigeration
Systems for the ten (10) full calendar years 1996 through 2005 and two and one
half (2 1/2%) of Net Sales of Merchant C02 Systems for the nine (9) full
calendar years 1997 through 2005 (the "Percentage Amount").

If the aggregate Percentage Amount paid to Registrant, as set forth above,
through the year 2005 is not at least Two million Dollars ($2,000,000), the
Purchaser agrees to pay to Registrant no later than April 30, 2006, the
difference between the aggregate Percentage Amount paid to Registrant and Two
Million Dollars ($2,000,000). Notwithstanding the foregoing, in the event that
George Briley, a Director and major shareholder of the Registrant, is not
employed by and actively engaged in the Company's business for a period of
three full years after the date of Closing, then the foregoing obligation to
pay a minimum Percentage Amount of Two Million Dollars ($2,000,000) is null and
void and Registrant shall be entitled only to the Percentage Amount based on
Actual Net Sales as set forth above.

"Net Sales", as used herein, means payments received from customers less
commissions to non-employee agents, export preparation, inland freight and
forwarding fees, ocean freight, insurance, discounts and all warranty work
                  Sequential Page  9 of 13<PAGE>
performed during the relevant period. The Percentage Amount will be determined
each calendar quarter and any amount due Registrant shall be paid to the
Registrant within thirty days after the end of each calendar quarter.

New Facilities:

The Registrant and subsidiaries recently moved to another location near San
Antonio, Texas, and leased a 32,000 square foot facility for administration,
engineering and manufacturing operations.  WittCold Systems, Inc. has subleased
50% of the facility from the Registrant for their engineering and manufacturing
operations.

New Address and Phone Number of the Registrant:

103 Guadalupe Drive
Cibolo, Texas  78108

210-659-8450 Phone
210-659-8250 Fax



RESULTS OF OPERATIONS:

Second Quarter 1996 - Revenue for the three and six months periods ended June
30, 1996 was $1,079,960 and $1,253,526 respectively as compared to $1,252,764
and $2,561,651 for the same periods respectively in 1995.

Because of new accounting procedures implemented for the 1995 end of year audit
and continued into 1996, the Company will only record revenue on the financial
statement of operations and not the combined sales/revenue as was previously
posted for the respected quarters during 1995.

Net Income (Loss) for the three and six months periods ended June 30, 1996 was
$5,367 and ($137,464) respectively as compared to ($46,128) and ($197,238) for
the same periods respectively in 1995.  Net Income (Loss) per share for the six
month periods were ($0.02) and ($0.04) respectively.  The Company has steadily
improved operations since inception and expects that it will continue to
improve; losses were continually reduced during each of the respective periods.

As of June 30, 1996, the end of the second quarter period; total assets
increased to over $3.2M dollars and the net equity increased to over $1.6M
dollars.  There was a total of 5,619,269 common shares outstanding as of June
30, 1996.

Subsequent Event - The sale of RealCold Systems brings the Company's assets to
approximately $6.5M dollars and shareholders equity in excess of $6M dollars,
supporting a book value of over $1.00 per share.

Revenue backlog from the RealCold Systems acquisition will be lower than
expected for the remainder of the year, but the Company should start to pick up
a very good revenue stream beginning in 1997, all subject to the terms and
conditions as outlined in the Acquisition Agreement.  WittCold Systems/RealCold
Systems should continued to make significant progress. Over fifty proposals
have been submitted todate for refrigeration systems and CO2 plants. Management
believes that the Company will continue to improve operating income as WittCold
Systems sales increase and revenue "percentage amount"  is paid the Company.

Nauticon, as a relatively new ICSC operating subsidiary, continues to see
favorable results from its operations. Sales proposals submitted to date exceed
                 Sequential Page  10 of 13<PAGE>
the Company's sales projections for the remainder of the year.  Nauticon, after
they initiated their sales and marketing program, has been successful promoting
their evaporative condenser system at the Food Marketing Exhibition and the ARI
- - ASHRAE Exhibition in Chicago and Atlanta. They have hosted a number of
interested visitors, (both from the United States and foreign countries), who
represent very significant markets for their products. Primary sales targets
are the large refrigeration manufactures that could produce and distribute
product under their own private label. Besides marketing direct through agents
in the U S, other market outlets will be through distributors world wide.

Company executives representing Nauticon and executives from a major
manufacturer of refrigeration equipment have exchanged facility visits.  The
result being that the major Company is currently testing a Nauticon system at
their testing facility. Management anticipates a successful test and ultimately
a successful venture. Also Executives from other major refrigeration companies
have recently visited Nauticon expressing great interest in pursuing a joint
cooperative manufacturing and marketing venture.  Management also believes that
there are many opportunities for licensing the Nauticon technology to major
manufactures in the U S and foreign countries.

ICSC is continually seeking other related acquisitions and joint venture
partners to enhance and support its growth plans and goals.  Current
negotiations are with (3) such entities. ICSC is also forming national and
international alliances and distribution centers with agents, distributors and
synergistic companies to build a comprehensive industry wide refrigeration and
food freezing company.

Management believes that its working capital of $3M dollars in cash is
sufficient to support its operations and growth plans for the near future. The
sale of RealCold Systems; brings ICSC's assets and shareholders equity in
excess of $6M dollars, and the revenue "percentage amount" payments should
provide ongoing income to support future capital needs.

The Company is currently live on the INTERNET, a world wide information
network. The real time system will provide anyone, investor or customer,
Company news releases, financial data and product information. A new on-line
proposal writing system and sales tool, which will produce text, drawings,
color pictures and video, is currently being developed for the INTERNET that
should enhance sales world wide for all Company products. A remote sales rep
will be able to prepare a sales proposal with the customer in a real time
environment producing text, drawings, color pictures and video. Access the ICSC
home page on the INTERNET by addressing  http://www.ucsc.com/icsc.


















                 Sequential Page  11 of 13<PAGE>

Financial Summary: 

                       Three Months Ended            Six Months Ended
                      June 30, 1996  June 30, 1995  June 30,1996  June 30,1995

                       ------------- ------------- -------------  ------------

Sales/Revenue             $1,079,960   $1,252,764    $1,253,526    $2,561,651

Net Income (Loss)             $5,367    ($46,128)    ($137,464)    ($197,238)

Net Income (Loss) Per Share     0.00       (0.01)        (0.02)        (0.04)

Shares Outstanding (Avg.)  5,592,895    4,453,234     5,539,109     4,453,234





Total Assets                                         $3,289,626    $1,925,257

Total Liabilities - Current                          $1,676,815      $490,171

Total Liabilities - Long Term                             $0.00        $9,137

Total Stockholders Equity                            $1,612,811    $1,425,949



NOTE:  Sales Orders and Revenue were recorded as one amount second quarter 1995


PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings.

          None

Item 2.   Changes in Securities

          None.

Item 3.   Defaults 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.

           Exhibit (27) - Financial Data Schedule

                 Sequential Page  12 of 13<PAGE>


                  INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION

                                   FORM 10-Q

                                 June 30, 1996



                                   Signature


Pursuant to the requirements  of the Securities  and Exchange Act  of 1934, the
registrant has  duly caused  this report  to  be signed  on its  behalf  by the
undersigned thereunto duly authorized.


                         Date:     August 7, 1996



                         INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION


                         /s/Francis L. Simola
                         ----------------------------------------
                         Francis L. Simola
                         President and CEO































                 Sequential Page  13 of 13<PAGE>

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