United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For the quarterly period ended September 30, 1998.
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or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.
For the transition period from __________ to __________.
Commission file number: 33-34200
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OMEGA DEVELOPMENT, INC.
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(Exact name of small business issuer as
specified in its charter)
Nevada 13-3476854
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
8726 S. Florence Ave.; Tulsa, OK 74137
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(Address of principal executive offices)
918-299-3212
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(Issuer's telephone number)
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(Former name, former address, and former fiscal
year, if changed since last report)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: Common Stock $0.001 Par Value.
15,000,000 shares as of February 1, 2000.
Transitional Small Business Disclosure Format (check one): Yes_____ No__X__
<PAGE>
OMEGA DEVELOPMENT, INC.
September 30, 1998
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
- ------ --------------------- ----
<S> <C> <C> <C>
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets--
September 30,1998 and December 31, 1997.......................................................3
Consolidated Statements of Operations and Accumulated
Deficit--Three Months Ended September 30, 1998 and 1997.......................................4
Consolidated Statements of Operations and Accumulated
Deficit-Nine Months Ended September 30, 1998 and 1997.........................................5
Consolidated Statements of Cash Flows-Nine Months
Ended September 30, 1998 and 1997.............................................................6
Notes to Consolidated Financial Statements-September 30, 1998.................................7
Item 2. Management's Discussion and Analysis or Plan of Operation............................8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...................................................................10
Item 2. Changes in Securities...............................................................10
Item 3. Defaults Upon Senior Securities.....................................................10
Item 4. Submission of Matters to a Vote of Security Holders.................................10
Item 5. Other Information...................................................................10
Item 6. Exhibits and Reports on Form 8-K....................................................10
SIGNATURES.....................................................................................................11
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
OMEGA DEVELOPMENT, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
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(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Prepaid expenses $0 $492
OFFICE AND OTHER EQUIPMENT, net of accumulated
depreciation of $24,412 and $15, 775 in 1998 and 1997,
respectively 15,296 21,197
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$15,296 $21,689
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LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $38,304 $49,110
COMMITMENTS AND CONTINGENCIES --- ---
STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value; 25,000,000 shares authorized;
15,000,000 shares issued and outstanding at September 30, 1998
and December 31, 1997 15,000 15,000
Additional paid in capital 4,642,653 4,604,134
Accumulated deficit (4,680,661) (4,646,555)
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Total stockholders' deficit (23,008) (27,421)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $15,296 $21,689
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</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
OMEGA DEVELOPMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(UNAUDITED)
Three Months Ended
September 30,
1998 1997
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REVENUES:
Other income $0 $0
EXPENSES:
General and administrative 11,544 4,311
Depreciation and amortization 3,165 1,368
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Total operating expenses 14,709 5,679
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NET LOSS (14,709) (5,679)
ACCUMULATED DEFICIT, beginning of period (4,665,952) (4,626,662)
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ACCUMULATED DEFICIT, end of period ($4,680,661) ($4,632,341)
=========== ===========
NET LOSS PER COMMON AND
COMMON EQUIVALENT SHARE $0.00 $0.00
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WEIGHTED AVERAGE SHARES OUTSTANDING 15,000,000 15,000,000
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The accompanying notes are an integral part of these financial statements.
4
<PAGE>
OMEGA DEVELOPMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(UNAUDITED)
Nine Months Ended
September 30,
1998 1997
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REVENUES:
Other income $0 $0
EXPENSES:
General and administrative 28,205 13,830
Depreciation and amortization 5,901 4,104
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Total operating expenses 34,106 17,934
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NET LOSS (34,106) (17,934)
ACCUMULATED DEFICIT, beginning of period (4,646,555) (4,614,407)
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ACCUMULATED DEFICIT, end of period ($4,680,661) ($4,632,341)
=========== ===========
NET LOSS PER COMMON AND
COMMON EQUIVALENT SHARE $0.00 $0.00
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 15,000,000 15,000,000
=========== ===========
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
OMEGA DEVELOPMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1998 1997
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($34,106) ($17,934)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 5,901 4,104
Changes in assets and liabilities:
Prepaid expenses 492 0
Deposits and other assets 0 3,784
Accounts payable and accrued liabilities (10,806) 9,926
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Total adjustments (4,413) 17,814
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Net cash used in operating activities (38,519) (120)
CASH FLOWS FROM INVESTING ACTIVITIES: 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds received from capital contribution 38,519 0
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NET INCREASE (DECREASE) IN CASH 0 (120)
CASH, beginning of period 0 120
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CASH, end of period $0 $0
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Cash paid during the period for interest $0 $0
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</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
OMEGA DEVELOPMENT, INC.
Notes to Consolidated Financial Statements
September 30, 1998
(UNAUDITED)
Note A--Basis of Presentation
The accompanying unaudited consolidated financial statements of Omega
Development, Inc. ("Omega" or "the Company") have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and nine month periods ended September 30, 1998
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1998. For further information and a current discussion of the
Company's financial status, 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, 1997, previously filed.
Note B--Organization and Description of Business
Organization
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Omega was incorporated in the State of Nevada on July 15, 1988 under the name of
"Lewison Enterprises, Inc." Since then the Company has experienced a series of
business consolidations and reorganizations, which are described in the
Company's annual report on Form 10-KSB for the year ended December 31, 1997,
previously filed.
Description of Business
- -----------------------
The Company's operations and overhead were significantly reduced after the
foreclosure of the ABB Building in September 1996 and the subsequent abandonment
of the HPA business plan. During the current quarter, the Company had only one
employee, no office and the ongoing general and administrative expenses were
minimal.
The Company's business plan at September 30, 1998 is to seek to acquire or merge
with potential businesses that may, in the opinion of management, warrant the
Company's involvement. The Company recognizes that as a result of its limited
financial, managerial or other resources, the number of suitable potential
businesses that may be available to it will be extremely limited. The Company's
principal business objective will be to seek long-term growth potential in the
business in which it participates rather than immediate, short-term earnings.
(See Note C following.)
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<PAGE>
Note C--Subsequent Events
On April 15, 1998, the Company executed an Agreement and Plan of Merger (the
"Agreement"), which was entered into as of December 2, 1997, by and among the
Company, Heater Specialists, Inc. ("HSI") and Primenergy, Inc. The Agreement to
merge the companies was conditioned upon Omega raising new equity of not less
than $3,000,000 on or before May 31, 1998, subject to extension by mutual
agreement. Omega was unable to provide the new equity in accordance with the
terms of the Agreement and the Agreement was terminated on August 6, 1998.
The Company has entered into an Agreement and Plan of Reorganization dated as of
January 31, 2000, with BBJ Environmental Solutions, Inc. ("BBJ") and certain
stockholders of BBJ. The agreement contemplates that the Company will acquire
all of the outstanding capital stock of BBJ in exchange for that number of
shares of common stock of the Company that will cause the BBJ shareholders to
own in the aggregate approximately 83% of the outstanding common stock of the
Company. It is contemplated that this will be accomplished through a combination
of common stock issuances by the Company, a reverse stock split of the Company's
outstanding common stock and the return of outstanding shares of the Company's
common stock to the treasury. BBJ develops, manufactures and markets indoor
environmental solutions with products and devices that control contamination and
air pollution in heating, ventilation and air-conditioning systems of homes,
offices, health care facilities, food processing plants, schools and public
buildings. Completion of the transaction with BBJ is subject to several
conditions, including completion of a one-for-three reverse stock split.
Item 2. Management's Discussion and Analysis or Plan of Operation
Plan of Operation
- -----------------
The Company's business plan at September 30, 1998 is to seek to acquire or merge
with potential businesses that may, in the opinion of Management, warrant the
Company's involvement. The Company recognizes that as a result of its limited
financial, managerial or other resources, the number of suitable potential
businesses that may be available to it will be extremely limited. The Company's
principal business objective will be to seek long-term growth potential in the
business in which it participates rather than immediate, short-term earnings. In
seeking to attain its business objectives, the Company will not restrict its
search to any particular industry.
After the 1994 Reorganization and the 1996 foreclosure of the ABB Building and
the abandonment of the HPA plans, discussed above, the Company has only one
employee, no office and the ongoing general and administrative expenses are
minimal.
8
<PAGE>
Three Months Ended September 30, 1998 Compared to Three Months Ended
September 30, 1997
The net loss for the three months ended September 30, 1998 was $14,709 compared
to a net loss of $5,679 for the three months ended September 30, 1997.
General and administrative expenses increased $7,233 in the third quarter of
1998 as compared to the third quarter of 1997. The increase is due to an
increase in audit, accounting and printing expenses in the current quarter in
connection with the proposed merger (discussed in Note C above), as compared to
the same quarter in 1997.
Depreciation and amortization expenses increased $1,797 in the third quarter of
1998 as compared to the third quarter of 1997.
No income tax expense or benefit has been recorded for 1998, as a valuation
allowance has been provided for the tax effects of the entire net operating loss
carry forwards and other net deductible temporary differences.
Nine Months Ended September 30, 1998 Compared to Nine Months Ended
September 30, 1997
The net loss for the nine months ended September 30, 1998 was $34,106 compared
to a net loss of $17,934 for the nine months ended September 30, 1997.
General and administrative expenses increased $14,375 in the nine months ended
September 30, 1998 as compared to the nine months ended September 30, 1997. The
increase is due to an increase in audit, accounting and printing expenses in the
current period in connection with the proposed merger (discussed in Note C
above), as compared to the same period in 1997.
Depreciation and amortization expenses increased $1,797 in the first nine months
of 1998 as compared to the first nine months of 1997.
No income tax expense or benefit has been recorded for 1998, as a valuation
allowance has been provided for the tax effects of the entire net operating loss
carry forwards and other net deductible temporary differences.
9
<PAGE>
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.
(a) Exhibits.
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None.
(b) Reports on Form 8-K.
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No reports on Form 8-K were filed during the
quarter ended September 30, 1998.
10
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
OMEGA DEVELOPMENT, INC.
(Registrant)
Date: February 28, 2000 By: \s\ A. Paul Shapansky
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A. Paul Shapansky, President and Chief
Executive Officer, and Principal Financial
Officer
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