SPECTRUM EQUITIES INC
10-Q, 1996-08-30
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<PAGE>   1


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the quarterly period ended:   June 30, 1996

Commission file number:  33-24464-NY


                           SPECTRUM EQUITIES, INC.
                           -----------------------
            (Exact name of registrant as specified in its charter)

           Delaware                                  11-2958856
- ------------------------------                   -------------------
   (State of Incorporation)                         (IRS Employer
                                                 Identification No.)

9942 N.W. 6th Place, Plantation, FL                     33324
- ------------------------------------------           ------------
(Address of principal executive offices)              (Zip code)

Registrant's Telephone No. including area code:  (954) 967-4916
                                                -------------------

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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   .
                                               ---      ---

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

         Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes  X   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:  237,701,667 shares as of
July 30, 1996.
<PAGE>   2

                         PART I - FINANCIAL INFORMATION

Item 1.      Financial Statements

             Registrant's Financial Statements filed herewith begin on page 3.

Item 2.      Management's Discussion and Analysis of Financial Condition and
                Results of Operations and Liquidity and Capital Resources

          The Company is still in the developmental stage since emerging from
Chapter 11 in October 1995.  The Company anticipates that it will require
minimal working capital in order to  continue the search for an operating
company to acquire.  Since emerging from bankruptcy all of its minimal working
capital needs were met by its shareholders.  There can be no assurance that the
Company will be able to successfully complete the transition from a development
stage company to an operating company.


                          PART II - OTHER INFORMATION

Item 6.      Exhibits and Reprts of Form 8-K


       (a)   Exhibit No. 27      Financial Data Schedule (for SEC use only)

       (b)   There were no reports on Form 8-K during the quarter reported on.


                                   SIGNATURES

Pursuant to the 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.

                                                      SPECTRUM EQUITIES, INC.



                                        By:      s/Robert Harris
                                            -----------------------------------
                                             Robert Harris
                                             President




August 28, 1996
<PAGE>   3

                            SPECTRUM EQUITIES, INC.
               FORMERLY DIVERSIFIED PHOTOGRAPHIC INDUSTRIES, INC.
                       STATEMENTS OF SHAREHOLDERS' EQUITY
                                  (UNAUDITED)




<TABLE>
<CAPTION>

                                                                      PAID            RETAINED          SHARE-
                                        COMMON STOCK                   IN             EARNINGS          HOLDERS'
                                 SHARES             AMOUNT          CAPITAL          (DEFICIT)          EQUITY
                                 ------             ------          -------          ---------          -------
<S>                             <C>                <C>              <C>              <C>               <C>
Balance September 30, 1995       19,275,000        $ 19,275         $ 19,449         $ (76,715)        $(37,991)

Balance December 31, 1995        19,275,000          19,275           19,449           (76,715)         (37,991)

Retired - As Per Agreement      (12,323,500)

Issued By Court Order            38,725,167

Change in Par Value
  to $.000001                                       (19,229)          19,229

Sale - Common Stock             178,075,000             178                                                 178
                                -----------        --------         --------         ---------         --------

Balance March 31, 1996          223,751,667             224           38,678           (76,715)         (37,813)

Sale - Common Stock              13,950,000              14                                                  14

Conversion of Loans to
  Equity                                                              39,013                             39,013
                                -----------        --------         --------         ---------         --------

Balance June 30, 1996           237,701,667        $    238         $ 77,691         $ (76,715)        $  1,214
                                ===========        ========         ========         =========         ========
</TABLE>





                       See Notes to Financial Statements
<PAGE>   4

                            SPECTRUM EQUITIES, INC.
               FORMERLY DIVERSIFIED PHOTOGRAPHIC INDUSTRIES, INC.
                                 BALANCE SHEET


<TABLE>
<CAPTION>
                                                                            JUNE 30,             SEPTEMBER 30,
                                                                              1996                   1995
                                                                           -----------           -------------
                                                                           (UNAUDITED)
                                                
                                                            ASSETS

<S>                                                                         <C>                       <C>
CURRENT ASSETS
Cash                                                                         $  1,022                 $     -0-
                                                                             --------                 --------


OTHER ASSETS
Organization Costs                                                                192                       -0-
                                                                             --------                 --------


     Total Assets                                                            $  1,214                 $     -0-
                                                                             ========                 ========




                                              LIABILITIES AND OWNERS' EQUITY


Current Liabilities
Payable as per Bankruptcy                                                    $     -0-                $ 37,991
Loan Payable                                                                       -0-                      -0-
                                                                             --------                 --------

     Total Liabilities                                                             -0-                  37,991
                                                                             --------                 --------


Shareholders' Equity
Common Stock - Par Value $.000001
  and $.001, 250,000,000 Shares
  Authorized, Issued 237,701,667
  and 19,275,000                                                                  238                   19,275
Paid in Capital                                                                77,691                   19,449
Retained Earnings - Deficit                                                   (76,715)                 (76,715)
                                                                             --------                 --------

     Total Shareholders' Equity                                                 1,214                  (37,991)
                                                                             --------                 --------

     Total Liabilities and
       Shareholders' Equity                                                  $  1,214                 $     -0-
                                                                             ========                 ========
</TABLE>


                       See Notes to Financial Statements
<PAGE>   5


                            SPECTRUM EQUITIES, INC.
               FORMERLY DIVERSIFIED PHOTOGRAPHIC INDUSTRIES, INC.
                        STATEMENT OF INCOME AND EXPENSE



<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED
                                                                JUNE 30,        JUNE 30,
                                                                  1996            1995
                                                               (UNAUDITED)     (UNAUDITED)
                                                               -----------     ----------
<S>                                                               <C>            <C>
Sales                                                             $ -0-          $ -0-

Selling and General Expenses                                        -0-            -0-
                                                                  ----           ----


   NET INCOME (LOSS)                                              $ -0-          $ -0-
                                                                  ====           ====


   EARNINGS PER SHARE                                             $ -0-          $ -0-
                                                                  ====           ====
</TABLE>





                       See Notes to Financial Statements
<PAGE>   6


                            SPECTRUM EQUITIES, INC.
               FORMERLY DIVERSIFIED PHOTOGRAPHIC INDUSTRIES, INC.
                        STATEMENT OF INCOME AND EXPENSE



<TABLE>
<CAPTION>
                                                                               NINE MONTHS ENDED
                                                                            JUNE 30,        JUNE 30,
                                                                              1996            1995
                                                                           (UNAUDITED)     (UNAUDITED)
                                                                           -----------     ----------
<S>                                                                            <C>            <C>
Sales                                                                         $ -0-           $ -0-

Selling and General Expenses                                                    -0-             -0-
                                                                              ----            ----


   NET INCOME (LOSS)                                                          $ -0-           $ -0-
                                                                              ====            ====


   EARNINGS PER SHARE                                                         $ -0-           $ -0-
                                                                              ====            ====
</TABLE>



                       See Notes to Financial Statements
<PAGE>   7


                            SPECTRUM EQUITIES, INC.
               FORMERLY DIVERSIFIED PHOTOGRAPHIC INDUSTRIES, INC.
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                 THREE MONTHS             NINE MONTHS            YEAR
                                                    ENDED                    ENDED               ENDED
                                                   JUNE 30,                JUNE 30,           SEPTEMBER 30,
                                                     1996                    1996                1995
                                                 ------------             -----------        -------------
                                                 (UNAUDITED)              (UNAUDITED)



CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                 <C>                      <C>                 <C>
Income (Loss) for
  the Periods                                       $    -0-                 $    -0-            $    -0-
                                                    -------                  -------             -------

     Cash Flows Used by Operating
       Activities                                        -0-                      -0-                 -0-
                                                    -------                  -------             -------




CASH FLOWS FROM FINANCING ACTIVITIES:

Increase - Organization Cost                            (14)                    (192)                 -0-
Proceeds from Borrowing                                  -0-                      -0-                 -0-
Sale of Common Stock                                     14                      192                  -0-
                                                    -------                  -------             -------

     Cash Flows from Financing
       Activities                                        -0-                      -0-                 -0-
                                                    -------                  -------             --------

Increase (Decrease) in Cash                              -0-                      -0-                 -0-
                                                    -------                  -------             -------

Cash - Beginning                                      1,022                    1,022                  -0-
                                                    -------                  -------             -------

Cash - Ending                                       $ 1,022                  $ 1,022             $    -0-
                                                    =======                  =======             =======



NON-CASH TRANSACTIONS:

Debt Converted to Equity                            $39,013                  $39,013             $    -0-
                                                    =======                  =======             =======
</TABLE>





                       See Notes to Financial Statements
<PAGE>   8



                            SPECTRUM EQUITIES, INC.
               FORMERLY DIVERSIFIED PHOTOGRAPHIC INDUSTRIES, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)




1.               BASIS OF PRESENTATION

                 The accompanying financial statements reflect all adjustments
which, in the opinion of  management, are necessary for a fair presentation of
the financial position and the results of operations for the interim period
presented.

                 Certain financial information which is normally included in
financial statements prepared in  accordance with generally accepted accounting
principals, but which is not required for interim reporting purposes has been
condensed or omitted.  The accompanying financial statements should be read in
conjunction with the financial statements and notes thereto as of
September 30, 1995 contained in the Company's Form 10-K.



2.               EARNINGS (LOSS) PER SHARE

                 Per share information is computed on the weighted average
number of shares outstanding  during the period.






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.<F1>
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-START>                             OCT-01-1995
<PERIOD-END>                               JUN-30-1996
<CASH>                                           1,022
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 1,022
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   1,214    
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         1,214
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                     1,214    
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>AMOUNTS INAPPLICABLE OR NOT DISCLOSED AS A SEPARATE LINE ON THE FINANCIAL
STATEMENTS ARE REPORTED AS 0 HEREIN.
</FN>
        

</TABLE>


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