SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
___ QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
X TRANSITION REPORT UNDER SECTON 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from September 1, 1995 to December 31, 1995
Commission File Number 033-19522-NY
Robotic Lasers, Inc. And Subsidiary
(Exact Name of registrant as specified in its charter)
New Jersey 22-2179541
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification no.)
PO Box 2039, Newark, New Jersey 07114
(Address of principal executive offices) (Zip Code)
(908) 810-8767
Issuer's Telephone Number including Area Code
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter periods 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of January 31, 1996:
5,609,700 share of Common Stock
Transitional Small Business Disclosure Format (check one)
Yes X No
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(a Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
December August*
31, 1995 31,1995
(unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 22,613 $ 11,147
Prepaid Expenses 703 3,734
Total Current Assets 23,316 14,881
COMPUTER EQUIPMENT, NET OF ACCUMULATED
DEPRECIATION OF $17,393 302,381 --
OTHER ASSETS
Deposits and Other 26,988 245,121
$ 352,685 $260,002
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 117,138 $ 87,242
Current portion of obligation under computer
equipment lease 45,012 --
Accounts Payable - Country Club Transportation
Services, Inc. -- 4,800
Accrued interest payable 28,096 12,244
Payroll taxes payable 10,000 8,973
Loans Payable - Stockholders -- 6,820
Total current liabilities 200,246 120,079
LONG-TERM DEBT 650,000 435,000
LONG-TERM PORTION OF OBLIGATION UNDER
COMPUTER EQUIPMENT LEASE 89,746 --
939,992 555,079
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred Stock, $.0001 Par Value: 25,000,000
Shares Authorized; None Outstanding
Common Stock, $.0001 Par Value: 75,000,000
Shares Authorized; 5,609,700 Shares Issued
And Outstanding 561 561
Paid In Capital 4,952 4,952
Deficit Accumulated During
the Development Stage (592,820) (300,590)
(587,307) (295,077)
$ 352,685 $260,002
*Restated, See Note 5
See Accompanying Notes to Financial Statements
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
DURING THE DEVELOPMENT STAGE
(unaudited)
From Inception
(March 7, 1994) Four Months Three Months
Through Ended Ended
December 31, December 31, November 30,
1995 1995 1994
REVENUES AND EXPENSES DURING
THE DEVELOPMENT STAGE:
Revenue $ -- $ -- $ --
Expenses:
General and Administrative 538,491 250,454 34
Depreciation and Amortization 17,807 17,473 60
556,298 267,927 94
(LOSS) FROM OPERATIONS (556,298) (267,927) (94)
INTEREST EXPENSE 36,522 24,303 --
NET (LOSS) INCURRED DURING
THE DEVELOPMENT STAGE ($592,820) ($292,230) ($94)
NET (LOSS) PER COMMON SHARE ($.11) ($.05) ($.00)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,168,797 5,609,700 5,048,730
See Accompanying Notes to Financial Statements
13
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Capital Accumulated
In During The
Common Stock Excess Development
Total Shares Value of Par Stage
BALANCE -
AUGUST 31, 1995 -
AS PREVIOUSLY
REPORTED $85,947 5,609,700 $561 $386,499 ($301,113)
ADJUSTMENT OF
COST OF REVERSE
ACQUISITION TO
FAIR VALUE OF
NET TANGIBLE
ASSETS OF
COMPANY (381,024) -- -- (381,547) 523
BALANCE
AUGUST 31, 1995
AS RESTATED (295,077) 5,609,700 561 4,952 (300,590)
NET (LOSS)
FOR THE
FOUR MONTHS
ENDED
DECEMBER 31,
1995 ( 292,230) -- -- -- (292,230)
BALANCE -
DECEMBER 31,
1995 ($587,307) 5,609,700 $561 $ 4,952 ($592,820)
See Accompanying Notes to Financial Statements
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
From Inception
(March 7, 1994)
Through Four Months Three Months
December 31, Ended Ended
December 31, November 30
1995 1995 1994
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net (Loss) ($592,820) ($292,230) ($94)
Adjustment to Reconcile
Net (Loss) to Cash
Flows from Operating Activities:
Depreciation and Amortization 17,807 17,473 60
Common Stock issued for services
rendered 19,600 -- --
Changes in operating assets
and liabilities:
Other Assets (27,402) 218,053 --
Accounts Payable and
Accrued Expenses 117,138 29,896 34
Prepaid Expenses (703) 3,031 --
Payroll Taxes Payable 10,000 1,027 --
Accrued Interest Payable 28,096 15,852 --
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES: (428,284) (6,898) --
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of Computer
Equipment (319,774) (319,774) --
CASH FLOWS FROM FINANCING
ACTIVITIES:
Repayment to Stockholders -- (6,820) --
Loans and Advances from
Country Club Transportation
Services, Inc. -- (4,800) --
Proceeds from Issuance
of Note Payable
- Loeb Holding Corp. 650,000 215,000 --
Other (14,087) -- --
Payments under
Computer Equipment
Lease (9,724) (9,724) --
Proceeds from sale
and lease-back 144,482 144,482 --
NET CASH PROVIDED BY
FINANCING ACTIVITIES: 770,671 338,138 --
NET INCREASE (DECREASE)
IN CASH 22,613 11,466 --
CASH - BEGINNING
OF PERIOD -- 11,147 5
CASH - END OF PERIOD $ 22,613 $ 22,613 $ 5
SUPPLEMENTAL CASH
FLOW INFORMATION:
Interest paid $ 8,426 $ 8,426 $ --
See Accompanying Notes to Financial Statements
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 Basis of Presentation
The consolidated balance sheet at the end of the preceding
fiscal year has been derived from the audited consolidated balance sheet
contained in the Company's Form 10-K and is presented for comparative purposes.
All other financial statements are unaudited. In the opinion of management, all
adjustments which include only normal recurring adjustments necessary to present
fairly the financial position, results of operations and cash flows of all
periods presented have been made. The results of operations for interim periods
are not necessarily indicative of the operating results for the full year.
Footnote disclosures normally included in financial statements
prepared in accordance with the generally accepted accounting principles have
been omitted in accordance with the published rules and regulations of the
Securities and Exchange Commission. These consolidated financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Company's Form 10-K for the most recent fiscal year.
Note 2 Activities of the Company
The Company is in the development stage and has not yet
generated any revenues from operations. The Company's funds have been provided
from Loeb Holding Corporation, Country Club Transportation Services, Inc., an
affiliated entity and LTI Ventures Leasing Corporation.
As reflected in the accompanying consolidated financial
statements, the Company has incurred net losses of $592,820 since inception, and
at December 31, 1995, had a working capital deficiency of $176,930. These
factors, among others, indicate that the Company may be unable to continue in
existence. The accompanying financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue in existence.
Note 3 Long-Term Debt
On September 5, 1995, the Company and Loeb Holding Corp.
("Loeb") signed an agreement whereby Loeb purchased 1,682,910 shares of
Common Stock of the Company. In consideration for the sale of the stock, Loeb
agreed to loan the Company up to a maximum of $500,000 as evidenced by two
Promissory Notes dated September 5, 1995, one in the principal amount of
$475,000 and the other in the principal amount of $25,000. In addition, Loeb
loaned the Company an additional $150,000 in December 1995.
(a) The promissory note for $475,000 supersedes
the previous Interim Loan Agreements and repayments of the advances is
governed by these promissory notes and not by the provisions of any of
the interim loan agreements.
The principal amount of the $475,000 note is to be repaid in
12 equal quarterly payments commencing two (2) years from the date of said note.
Prepayments may be made at any time without penalty. Interest is accrued at the
rate of nine percent (9%) per annum and interest payments are to be made
quarterly at the end of each calendar quarter, or at such earlier date that this
Note becomes due and payable as a result of acceleration, prepayment or as
otherwise provided herein. Interest shall begin to run from the date that the
monies are or were advanced to the Maker. On March 31, 1996, all interest
accrued
<PAGE>
through that date was calculated and shall be paid in four equal installments on
March 31, 1996, June 30, 1996, September 30, 1996 and December 31, 1996. In
addition, the first quarterly interest payment shall be made on March 31, 1996,
for interest due for the first quarter of 1996, and quarterly interest payments
shall be made thereafter on March 31st, June 30th, September 30th and December
31st of each year.
(b) The Promissory Note for $25,000 accrues interest at the
rate of nine percent (9%) per annum payable quarterly and is convertible at the
sole option of the holder into a maximum of an additional 30% of the common
shares of the Company determined by a sliding scale based on the audited pretax
profits of the Company during the second and third years of operations of the
Company on a sliding scale based upon the Company achieving between 50% and 80%
of the projections provided to Loeb. (Example: If the Company achieves 80% or
better of projection, no conversion; if the Company achieves 50% or less of
projection, conversion into 30% of the Company; if the Company achieves between
50% and 80% of projection, the note is convertible into the pro-rata portion of
30% of the Company, i.e., 70% achievement equals one-third of the 30% of the
Company.)
Unless previously converted, the principal amount of this note
shall be repaid by the Company in twelve (12) equal quarterly installments, the
first principal payment to be made on April 1, 1998.
There was no cash paid for interest for the four months ended
December 31, 1995. As of the date of this report, no cash has been paid to Loeb
for interest and the Company is technically in default on the Loeb Notes.
Note 4 Computer Equipment Lease
On September 30, 1995, the Company entered into a sale and
lease-back arrangement with LTI Ventures Leasing Corp. (LTI) whereby the Company
sold the bulk of its computer hardware and commercially purchased software to
LTI. In consideration of the sale, the Company received a total of $144,482 and
agreed to lease back the hardware and software for initial terms ranging from 24
to 30 months at a monthly rental totalling $6,050.
At the end of the initial lease term, the Company may:
(a) Extend the Initial Term for not less than all
Equipment for an additional 12 months at a Monthly
Rental equal to a prescribed percentage of the
Monthly Rental paid by Lessee during the Initial
Term, provided all payments have been made in
accordance with the Lease and there shall be no
default under the Lease by the Lessee, title to the
Equipment shall pass to Lessee at the expiration of
the 12- month extension and upon payment of $1.00;
(b) Extend the Initial Term for not less than all the
Equipment for an additional 12
months at Fair Market Value rental;
(c) Purchase not less than all the Equipment at Fair
Market Value for a purchase price equal to the Fair
Market Value thereof as of the end of the Initial
Term, plus any taxes applicable at the time of
purchase. The purchase price shall be paid by Lessee
to Lessor at least thirty (30) days before the
expiration of the Initial Term; or
(d) Return not less than all the Equipment, subject to
remarketing charge equal to 5%
of the Purchase Price.
As a consideration for entering into the aforementioned
agreement with the Company, LTI was granted a 5-year warrant to purchase a
maximum of 21,673 shares of Common Stock of the Company for cash at a price of
$1.00 per share.
<PAGE>
Note 5 Restatement
The consolidated financial statements for the year ended
August 31, 1995 are being restated to reflect the fair value of the Company's
net tangible assets instead of the outstanding shares as the cost of the reverse
acquisition of Corporate Travel Link, Inc.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Operations, Liquidity and Capital Resources
The Company is in the development stage and has not yet
generated any revenues from operations. As reflected in the accompanying
financial statements, the Company has incurred losses of $592,820 since
inception and at December 31, 1995 had a working capital deficit of $176,930.
At December 31, 1995, current assets were lower than current
liabilities by $176,930, while at August 31, 1995, current assets were lower
than current liabilities by $105,198. The current ratio was 0.12 to 1 at
December 31, 1995, and at August 31, 1995.
Selling, general and administrative expenses were $250,454 for
the four months ended December 31, 1995 as compared to $34 during the three
months ended November 30, 1994.
The Company's funds have principally been provided from Loeb
Holding Corp. (See Note 3), and LTI Ventures Leasing Corporation (See Note 4).
On September 5, 1995, the Company and Loeb Holding Corp.
signed an agreement whereby Loeb purchased 1,682,910 shares of Common Stock of
the Company. In consideration for the sale of the stock, Loeb agreed to loan the
Company up to a maximum of $500,000 as evidenced by two Promissory Notes dated
September 5, 1995, one in the principal amount of $475,000 and the other in the
principal amount of $25,000. In addition, Loeb loaned the Company an additional
$150,000 in December 1995.
On September 30, 1995, the Company entered into a sale and
lease-back arrangement with LTI Ventures Leasing Corp. (LTI) whereby the Company
sold the bulk of its computer hardware and commercially purchased software to
LTI. In consideration for the sale, the Company received a total of $144,482 and
agreed to lease back the hardware and software for initial terms of 24 to 30
months at a monthly rental totalling $6,050 (See Note 4).
At December 31, 1995, the Company had cash and cash
equivalents of $22,613 and a working capital deficit of $176,930. Management of
the Company estimates that it will require additional funding of approximately
$500,000 to provide for its planned operations for the next six months. The
Company is exploring a number of options to raise the required funds.
PART II OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K.
A report on Form 8-K, complete with all applicable exhibits,
was filed on February 2, 1996.
19
<PAGE>
SIGNATURES
Pursuant to requirements 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.
ROBOTIC LASERS, INC.
Date: June 11, 1996
Joseph Cutrona
President and Chairman
Date: June 11, 1996
John H. Wasko
Secretary, Treasurer and
Principal Financial Officer
