U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
[ ]TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to__________
Commission File Number 33-21546-D
NITE-LITE USA, LTD.
(Exact name of small business issuer as specified in its charter)
Colorado 84-1108035
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
c/o Paul Lavor, 444 Madison Avenue, Suite 303, New York, NY 10022
(Address of principal executive offices)
(212) 750-7878
(Issuer's telephone number)
Check whether the issuer (1) 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), and (2) has been subject to such filing requirements for the past
90 days. Yes x No
1,200,000 shares of Common Stock, $.0001 par value, outstanding on
June 30, 1996.
<PAGE>
NITE-LITE USA, LTD.
Table of Contents
Page
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at June 30, 1996 and
December 31, 1995 3
Statements of Operations
For Three and Six Months Ended June 30,1996
and June 30,1995 4
Statements of Cash Flows
For Six Months Ended June 30, 1996
For Three Months Ended June 30, 1995 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
PART II -- OTHER INFORMATION 8
SIGNATURES 9
<PAGE>
Item 1. Financial Statements:
BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements presented in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-QSB and item 310 under subpart A
of Regulation S-B. Accordingly, they do not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for
the three and six months ended June 30, 1996 are not necessarily indicative of
results that may be expected for the year ending December 31, 1996.
For further information, refer to the consolidated financial statements and
footnotes, thereto included in the Company's annual report on form 10-KSB for
the year ended December 31, 1995.
<PAGE>
NITE-LITE USA, LTD.
(Formerly Unified Industries, Inc.)
(A Development Stage Enterprise)
BALANCE SHEETS
June 30, December 31,
1996 1995
ASSETS
CURRENT ASSETS $ - $ -
OTHER ASSETS:
Organization costs,
net of amortization - -
TOTAL ASSETS $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 0 $ 1,000
STOCKHOLDERS' EQUITY:
Preferred stock, no par value,
100,000,000 shares authorized,
no shares issued and outstand-
ing - -
Common stock, no par value,
500,000,000 shares authorized,
3,000,000 shares issued and
outstanding $ 92,739 $ 91,839
Additional paid-in-capital 45,975 1,875
(Deficit) accumulated during
the development stage (138,714) (94,714)
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) 0 (1,000)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0
The accompanying notes are an integral part of these financial statements.
<PAGE>
NITE-LITE USA, LTD.
(Formerly Unified Industries, Inc.)
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended Ended For February 12, 1988
(Inception) through
<S> <C> <C> <C> <C> <C>
June 30, June 30, June 30, June 30, June 30,
1996 1995 1996 1995 1996
REVENUES $ - $ - $ - $ - $ -
OPERATING EXPENSES:
Amortization - - - - 750
Accounting - - 3,025 - 8,861
Bad debts - - - - 58,947
Consulting fees 16,750 - 21,750 - 21,750
Directors' fees - - - - 876
Legal fees 1,000 - 2,000 - 21,755
Office supplies - - - - 388
Organizational
expenses and fees 14,975 - 14,975 - 14,975
Rent expense - - - - 1,875
Transfer and
filing fees 1,500 40 2,250 80 5,313
Travel expense - - - - 12,452
TOTAL OPERATING ------ ---- ------- -- -------
EXPENSES 34,225 40 44,000 80 147,942
NET (LOSS) BEFORE
OTHER INCOME
AND (EXPENSE) (34,225) (40) (44,000) (80) (147,942)
OTHER INCOME AND
(EXPENSES):
Interest income - - - - 9,228
TOTAL OTHER INCOME
(EXPENSES) - - - - 9,228
NET INCOME (LOSS) $ (34,225) $ (40) $ (44,000) $ (80) $ (138,714)
NET INCOME (LOSS)
PER SHARE $ N/A $ N/A $ N/A $ N/A $ N/A
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
NITE-LITE USA, LTD.
(Formerly Unified Industries, Inc.)
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Six Months
Ended June 30, February 12, 1988
(Inception) through
<S> <C> <C> <C>
1996 1995 June 30, 1996
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (44,000) $ (80) $ (138,714)
Adjustments to reconcile
net loss to net cash
used by operating activities:
Amortization - - 750
Rent provided without charge - - 1,875
Decrease in current assets
other than cash - - 50,000
Increase (decrease) in
current liabilities (1,000) 80 0
Net Cash Used in
Operations $ (45,000) $ 0 $ (86,089)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Loan to Merger Candidate $ - $ - $ (50,000)
Net Cash Used in
Investing Activities $ - $ - $ (50,000)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from issuance
of stock $ 45,000 $ - $ 155,000
Organization costs - - (750)
Offering costs - - (18,161)
Net Cash Provided by
Financing Activities $ 45,000 $ - $ 136,089
Net Increase in Cash $ 0 $ 0 $ 0
CASH, BEGINNING OF THE PERIOD $ 0 $ 0 $ 0
CASH, END OF THE PERIOD $ 0 $ 0 $ 0
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
NITE-LITE USA, LTD.
(Formerly Unified Industries, Inc.)
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Six Months Ended June 30, 1996
<TABLE>
<CAPTION>
Common Stock Common Stock Additional Deficit Total
Number of Amount Paid-In Accumulated Stockholders'
Shares Capital during the Equity (Deficit)
Development
Stage
<S> <C> <C> <C> <C> <C>
Balance,
January 1, 1996 3,000,000 $ 91,839 $ 1,875 $ (94,714) $ (1,000)
April 1996
9,000,000 shares
issued at $0.0001
par value, at an
effective price of
$0.005, 9,000,000 900 44,100 45,000
April 1996
1 for 10 reverse
split (10,800,000) - - - -
Net (loss) for
the Six Months
Ended June 30,
1996, - - - (44,000) (44,000)
Balance,
June 30, 1996,
1,200,000 $ 92,739 $45,975 $(138,714) $ 0
========= ======== ======= ======== ========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
NITE-LITE USA, LTD.
(Formerly Unified Industries, Inc.)
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
Note 1 - HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company has been in the development stage since its formation on
February 12, 1988. It has been formed to seek potential business acquisitions.
Its activities since inception are primarily related to its initial public
offering and the merger activities discussed in Note 4.
Accounting Method
The Company records income and expenses on the accrual method.
Organization Costs
Costs incurred in organizing the Company were amortized over a sixty-month
period.
Deferred Offering Costs
Costs associated with the Company's initial public offering have been charged
to the proceeds of the offering.
Note 2 - CAPITALIZATION
On March 7, 1989, the Company closed its initial public offering realizing
proceeds of $81,839, net of $18,161 in offering expenses. After the completion
of the public offering, there were 3,000,000 shares of the Company's common
stock outstanding, along with 2,000,000 Class "A" common stock purchase
warrants.
In April of 1996, Nite-Lite declared a 1 for 10 reverse split of its common
stock.
Note 3 - MERGER ACTIVITIES
On March 8, 1989, the Company submitted a letter of intent to merge with
Nite-Lite Limited, a Delaware corporation, in which the Company would acquire
100% of the issued and outstanding common stock of Nite-Lite, Limited, for
17,000,000 restricted shares of the Company's stock.
On April 4, 1989, the Company issued a $50,000 bridge loan at 12%, due
October 4, 1989, to Nite-Lite, Limited. The bridge loan was unsecured.
The Company changed its name from Unified Industries, Inc. to Nite-Lite USA,
Ltd., in anticipation of a successful merger. However, on September 6, 1989,
Nite-Lite, Limited, informed the Company of its intention to terminate the
merger negotiations.
On March 12, 1991, a judgment was received from the District Court of Denver
for $50,000 (bridge loan) plus accrued interest of $8,947 as of March 31, 1991,
and $9,727.15 for attorney fees and court costs.
Management has written off the bridge loan and interest as of June 30, 1991,
as these monies have not been collectible.
Subsequent to the end of this period, the Company reached an Agreement in
principal to acquire 100% of the capital stock of Concorde Strategies Group,
Inc. Although no formal acquisition agreement has been entered into and no
assurances can be given that such an agreement will in fact be entered into
in the near future. Concorde Strategies Group, Inc. was formed in 1996 and
also has no operating history.
ITEM 2: Management's Discussion and Analysis of Financial Conditions and
Results of Operations:
Results of Operations:
Until fiscal 1992, Registrant had generated only interest income since its
inception. Commencing in fiscal 1992, Registrants available cash was reduced
to a level where it ceased to generate any interest revenues at all.
Following the write-off of the judgement obtained against Nite-Lite, Limited,
a Delaware corporation, Registrant has no realistic expectation of any future
revenues, including interest income since its cash position has been depleted
to a balance of $-0- as of December 31, 1995, a situation which has continued
ever since.
In April, 1996, Registrant undertook a private placement of its securities
pursuant to the provisions of Rule 504 under Regulation D under the Securities
Act of 1933, as amended, whereby it issued 9,000,000 shares of its Common Stock
in exchange for the satisfaction of $45,000 in debts owed by the Registrant.
Also in April 1996, Registrant effected a 1-for-10 reverse split of its common
stock as the result of which the Company had, following the aforesaid private
offering, 1,200,000 shares issued and outstanding. This reverse split was
effected in anticipation of management's renewed efforts to find a suitable
business opportunity for the Company.
Liquidity and Capital Resources:
Registrant anticipates that operating costs will be severely limited in the
future. At present, the Company is virtually wholly dependent upon the
willingness of management to advance to the Company adequate funds to cover
any expenses incurred in its operations until such time, if ever, as the
Company is able to identify a viable acquisition, merger candidate or suitable
business opportunity.
Possible Change in Control:
In October, 1996, following the end of this period, the Company reached an
agreement in principal to acquire 100% of the capital stock of Concorde
Strategies Group, Ltd. ("Concorde"), a Delaware corporation formed in February
1996. Concorde plans to engage in the business of acquiring, financing and
assisting in the development of smaller private companies engaged in diverse
industries. Although still considered to be in its development stage,
Concorde has entered into an agreement to acquire 100% of a New York based
importer and wholesale distributor of hand-made Italian men's clothing,
inlcuding suites, sports coats, slacks and oversoats. However, as of the date
hereof no formal acquisition agreement has yet been executed by the Company and
Concorde, and no assurance can be given that such an agreement will in fact be
executed in the future.
<PAGE>
OTHER INFORMATION
Item 1. Legal Procedures
None
Item 2. Change 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 of Form 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed in its behalf by the undersigned, thereunto duly authorized.
NITE-LITE USA, LTD.
By: /s/Gera Laun
Gera Laun,
Secretary
Dated: October 11, 1996
<PAGE>
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 92739
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> (138714)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 34225
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (34225)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
