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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For Quarter Ended March 31, 1996
Commission File No. 0-17700
SIGMA-7 PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
COLORADO 84-1095500
(State or other jurisdiction of (I.R.S. Empl. Ident. No.
incorporation or organization)
2501 East 3rd Street
Casper, Wyoming 82609
(Address of Principal Executive Offices) (Zip Code)
(307) 235-0012
(Registrant's Telephone Number, including Area Code)
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 such shorter period that the Regis-
trant was required to file such reports), and (2) has been subject to such
filing to such filing requirements for at least the past 90 days.
Yes No X
The number of shares outstanding of each of the Registrant's classes of
common equity, as of March 31, 1996 are as follows:
Class of Securities Shares Outstanding
Common Stock, no par value 756,042,241
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INDEX
Page of
Report
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets:
As of March 31, 1996 (Unaudited) and
September 30, 1995...................................... 3
Statement of Operations (Unaudited):
For the three months ended March 31, 1996
and Cumulative from inception (October 3, 1988)
through March 31, 1996.................................. 4
Statements of Cash Flows (Unaudited):
For the three months ended March 31, 1996
and Cumulative from inception (Octobrt 3, 1988)
through March 31, 1996.................................. 5
Notes to Financial Statements (Unaudited)................. 6
Item 2. Management's Discussion and Analysis or
Plan of Operation......................................... 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.......................... 8
Signatures................................................ 8
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Item 2. Management's Discussion and Analysis or Plan of Operation.
Background. The Company was incorporated in the State of Colorado under the
name of Seek-2 Ventures, Inc. on October 3, 1988 as a blind pool corporation
for the purpose of obtaining capital to take advantage of domestic and
foreign business opportunities. On April 13, 1989, the Company completed its
initial public offering of 11,460,000 shares of stock raising the approximate
net sum of $93,467.
On April 19, 1989, the Company amended its Articles of Incorporation chang-
ing the Company's name to Sigma-7 Products, Inc. Subsequently, on January
25, 1992 the Company changed its name to Global Development Group, Inc.
During the period between April 19, 1989 and approximately March 1, 1991,
the Company engaged in the manufacture of electronic self-protection devices
commonly referred to as "stun-guns". During 1991 the Company determined that
pursuing the stun gun manufacturing business would require substantially more
funds than it could reasonably expect to raise in the near future, Further,
various economic, governmental and regulatory agencies brought focus on the
industry in such a manner that it did not appear to be in the Company's best
interest to pursue this endeavor. During late February and early March 1991,
the Company ceased to operate that business due to a lack of working capital
and extended debt.
Subsequent to January 1, 1991, the Company engaged in a financial restruct-
uring to eliminate as much debt as possible and to make the Company attrac-
tive for acquisition and/or merger with qualified individuals and companies
with existing operations.
The Company's sole business at this point is to seek to acquire assets of
or an interest in a small to medium-size company or venture actively engaged
in a business generating revenues or having immediate prospects of generating
revenues. The Company plans to acquire such assets or shares by exchanging
therefor the Company's securities. In order to avoid becoming subject to
regulation under the Investment Company Act of 1940, as amended, the Company
does not intend to enter into any transaction involving the purchase of
another corporation's stock unless the Company can acquire at least a majority
interest in that corporation. The Company has not identified any industry,
segment within an industry or type of business, nor geographic area, in which
it will concentrate its effort, and any assets or onterest acquired may be in
any industry or location, anywhere in the world. The Company will give
preference to profitable companies or ventures with a significant asset base
sufficient to support a listing on a national securities exchange or quota-
tion on the NASDAQ system. Members of management (all of whom are devoting
part time to the Company's affairs) plan to search for an operating business
or venture which the Company can acquire, thereby becoming an operating
company. There is no assurance that the Company will be succesful in this
endeavor. The Company has no operations or source of revenues. Unless the
Company succeeds in acquiring a company or properties which provide cash
flow, the Company's ability to survive is in doubt.
Financial Condition. During the quarter ended March 31, 1996 (second
quarter of this year), the Company had no revenues and did not have
operations. Expenses for this period were minimal, resulting in a loss of
$5,853. The Company has, since inception, accumulated a deficit (net loss)
through the end of this quarter of $450,096.
Liquidity and Capital Resources. The Company had $997 cash on hand at the
end of the quarter. The Company had no other cash or other assets, nor any
current plans to raise capital. Whether the Company ultimately becomes a
going concern depends upon its success in finding and acquiring a suitable
private business and the success of that acquired business. At this time, the
Company has no commitment for any capital expenditure and foresees none.
Offices are provided without charge to the Company. However, the Company will
incur routine fees and expenses incident to filing of reports with the
Securities and Exchange Commission, and it will incur fees and expenses in
the event it makes or attempts to make an acquisition. As a practical matter,
the Company expects no significant operating costs other than professional
fees payable to attorneys and accountants.
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In regard to a proposed acquisition, the Company anticipates requiring the
target company to deposit with the Company a retainer which the Company can
use to defray such professional fees and costs. In this way, the Company
could avoid the need to raise funds for such expenses or becoming indebted to
such professionals. Moreover, investigation of business ventures for poten-
tial acquisition will involve some costs, at the least postage and long-
distance telephone charges. Management hopes, once a candidate business
venture is deemed to be appealing, to likewise secure a deposit from the
business venture to defray expenses or further investigation, such as air
travel and lodging expenses. An otherwise desirable business venture may,
however, decline to post such a deposit.
The Company has no credit available to it and is unable to borrow money.
Management does not anticipate raising funds through the sale of securities
or otherwise, and it is unlikely that significant funds could be raised in a
securities offering, in any event. This inability to raise funds could
negatively affect the Company's realization of its business purpose.
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Board of Directors
SIGMA-7 PRODUCTS, INC.
Cheyenne, Wyoming
The accompanying balance sheet of SIGMA-7 Products, Inc. (a development
stage company) as of March 31, 1996 and the related statements of opera-
tions and cash flows for the three month period ended December 31, 1995 and
for the period from inception (October 3, 1988) to March 31, 1996 were not
audited by us, and accordingly, we do not express an opinion on them.
The financial statements do not contain all of the disclosures required by
generally accepted accounting principles. If the required disclosures were
included, they might influence the user's conclusions about the Company's
financial position, results of operations and cash flows.
The financial statements for the year ended September 30, 1995, were audited
by us and we expressed an unqualified opinion on them in our report dated
January 23, 1996, but we have not performed any auditing procedures since
that date.
LEVINE, HUGHES & MITHUEN, INC.
Englewood, Colorado
August 1, 1996
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SIGMA-7 PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
March 31, September 30,
1996 1995
------------ -------------
(Unaudited) (Note)
Current assets:
Cash $ 997 $ 500
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LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 6,351 $ 443
Notes payable 5,000 5,000
Accrued interest 6,003 5,553
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Total current liabilities 17,354 10,996
Stockholders' equity:
Preferred stock, no par value,
10,000,000 shares authorized;
none issued and outstanding
Common stock, no par value;
1,000,000,000 shares authorized;
756,042,241 and 744,042,291 shares
issued and outstanding at Mar. 31,
1996 and Sep. 30, 1995. (Note 2) 419,489 418,289
Contributed capital 8,250 6,250
Deficit accumulated during the
development stage (444,096) (435,035)
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Total stockholders' (deficit) (16,357) (10,496)
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$ 997 $ 500
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Note: Taken from the audited balance sheet at that date.
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SIGMA-7 PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
October 3, 1988
Three months Six month (Inception)
Ended Ended To
Mar. 31, 1996 Mar. 31, 1996 March 31, 1996
------------- ------------- ---------------
(Unaudited) (Unaudited) (Unaudited)
Revenue $ - $ - 20,966
Operating expenses:
General and admin. 5,628 8,611 486,396
Interest expense 225 450 35,694
Amortization - - 250
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5,853 9,061 522,340
Other income - - 51,160
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Income (loss) before
extraordinary item: (5,853) (9,061) (450,214)
Extraordinary items:
Gain on conversion of
debt to equity - - 6,118
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Net income (loss) $ (5,853) $ (9,061) $ (444,096)
============== ============= ==============
Net loss per share $ * $ * $ *
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Weighted average
number of common
shares outstanding 754,328,005 754,328,005 270,245,473
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* less than $.01 per share.
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SIGMA-7 PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Oct. 3, 1988
Three Months Six Months (Inception)
Ended Ended To
March 31, 1996 March 31, 1996 March 31, 1996
--------------- -------------- --------------
(Unaudited) (Unaudited) (Unaudited)
Cash flows from operating
activities:
Net (loss) income $ (5,853) $ (9,061) $ (444,096)
Adj. to reconcile net
income(loss) to net cash
provided by operating
activities:
Amortization - - 250
Cash provided (used) due to
changes in assets and
liabilities:
Issuance of common stock
for services - 1,200 42,700
Other income - - (51,160)
Accounts payable 5,183 5,908 44,019
Accrued interest and exp. 225 450 18,284
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Net cash used by operating
activities (445) (1,503) (390,003)
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Cash flows from financing actvts:
Net proceeds from issuance
of common stock:
For cash - - 195,405
For conversion of debt - - 198,706
Increase in notes payable - - 6,213
Deferred offering costs - - (17,324)
Contributed capital - 2,000 8,250
Increase in org. costs - - (250)
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Net cash provided by financing
activities - - 391,000
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Net increase in cash
and cash equivalent (445) 497 997
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Cash and cash equivalents,
beginning of period 1,442 500 -
----------- ------------ ------------
Cash and cash equivalents,
end of period $ 997 $ 997 $ -
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SIGMA-7 PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1: CONDENSED FINANCIAL STATEMENTS
The financial statements included herein have been prepared by SIGMA-7
Products, Inc. (the "Company") without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted as allowed by such rules and regulations, and the
company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these financial statements be
read in conjunction with the September 30, 1995 audited financial statements
and the accompanying notes therto. While management believes the procedures
followed in preparing these financial statements are reasonable, the accuracy
of the amounts are in some respects dependent upon the facts that will exist,
and procedures that will be accomplished by the Company later in the year.
The management of the Company believes that the accompanying unaudited
condensed financial statements contain all adjustments (including normal
recurring adjustment) necessary to present fairly the operations and cash
flows for the periods presented.
NOTE 2: ISSUE OF COMMON STOCK
During October, 1995, the Company, with the approval of its Board of
Directors, issued and caused to be delivered 12,000,000 of its common stock
as payment for services rendered to two of its corporate officers and its
legal counsel.
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Part II
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27.
(b) Reports on Form 8-K.
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report on Form 10-QSB/A to be signed on its behalf by the under-
signed, thereunto duly authorized.
DATED: February 7, 1997
SIGMA-7 PRODUCTS, INC.
/s/ Donald Smith
By Donald Smith
Chief Executive Officer
and Chief Financial Officer
