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 June 30, 1997 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
Registrant 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 June 30, 1997 are as follows:
Class of Securities Shares Outstanding
------------------- ------------------
Common Stock, no par value 758,287,497
INDEX
Page of
Report
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets:
As of June 31, 1997 (Unaudited) and September 30, 1996 ........ 3
Statement of Operations (Unaudited):
For the three months and nine months ended June 30, 1997
and Cumulative from inception (October 3, 1988) through
June 30, 1997................................................. 4
Statements of Cash Flows (Unaudited):
For the three months and nine months ended June 30, 1997
and Cumulative from inception (October 3, 1988) through
June 30, 1997.................................................. 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
SIGMA-7 PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
March 31, September 30,
1997 1996
---------- -------------
(Unaudited) (Note)
Current assets:
Cash $ 18 $ 1,431
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,337 $ 536
----------- -------------
Total current liabilitie 3,337 536
----------- -------------
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;
758,287,497 shares issued and
outstanding at June 30, 1997
and September 30, 1996. 430,715 430,715
Contributed capital 20,250 12,750
Deficit accumulated during the
development stage (454,284) (442,570)
----------- -------------
Total stockholders' (deficit) (3,319) 895
----------- -------------
$ 18 $ 1,431
=========== =============
Note: Taken from the audited balance sheet at that date.
See accountants' disclaimer of opinion.
SIGMA-7 PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
October 3, 1988
Three months Nine months (Inception)
ended ended to
June 30, 1997 June 30, 1997 June 30, 1997
-------------- -------------- --------------
(Unaudited) (Unaudited) (Unaudited)
Revenue $ - $ - $ 20,966
------------- -------------- --------------
Operating expenses:
General and
administration 1,591 11,714 496,361
Interest expense - - 35,917
Amortization - - 250
------------- -------------- --------------
1,591 11,714 532,528
------------- -------------- --------------
Other income - - 51,160
------------- -------------- --------------
Income (loss) before
extraordinary item: (1,591) (11,714) (460,402)
Extraordinary items:
Gain on conversion of
debt to equity - - 6,118
-------------- -------------- --------------
Net income (loss) $ (1,591) $ (11,714) $ (454,284)
============== ============== ==============
Net loss per share * * *
============== ============== ==============
Weighted average
number of common
shares outstanding 758,287,497 758,287,497 325,955,084
============== ============== ==============
* less than $.01 per share
See accountants' disclaimer of opinion.
SIGMA-7 PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
October 3, 1988
Three Months Nine Months (Inception)
ended ended to
June 30, 1997 June 30, 1997 June 30, 1997
-------------- -------------- --------------
(Unaudited) (Unaudited) (Unaudited)
Cash flows from operating
activities:
Net (loss) income $ (1,591) $ (11,714) $ (454,284)
Adjustments 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 - - 42,700
Other income - - (51,160)
Accounts payable (7,072) 2,801 39,805
Accrued interest and expense - - 12,281
------------ ------------- ---------------
Net cash used by operating
activities (8,663) (8,913) (410,408)
------------ ------------- ---------------
Cash flows from financing activities:
Net proceeds from issuance of common
stock:
For cash - - 195,405
For conversion of debt - - 211,132
Increase in notes payable - - 1,213
Deferred offering costs - - (17,324)
Contributed capital 7,500 7,500 20,250
Increase in organization costs - - (250)
------------- ------------- ---------------
Net cash provided by financing
activities 7,500 7,500 410,426
------------- ------------- ---------------
Net increase (decrease) in cash
and cash equivalent (1,163) (1,431) 18
Cash and cash equivalents,
beginning of period 1,181 1,431 -
------------- -------------- --------------
Cash and cash equivalents,
end of period $ 18 $ 18 $ 18
============= ============== ==============
See accountants' disclaimer of opinion.
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 dis-
closures are adequate to make the information presented not mislead-
ing. It is suggested that these financial statements be read in
conjunction with the September 30, 1996 audited financial statements
and the accompanying notes thereto. While management believes the
procedures followed in preparing these financial statements are
reasonable, the accuracy of the amounts are in some respects depen-
dent 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 un-
audited condensed financial statements contain all adjustments
(including normal recurring adjustment) necessary to present fairly
the operations and cash flows for the periods presented.
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 corpora-
tion for the purpose of obtaining capital to take advantage of domes-
tic 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
changing the Company's name to Sigma-7 Products, Inc. Subsequently,
on January 25, 1992 the Company changed its name to Global Develop-
ment Group, Inc. and back again to Sigma-7 Products, Inc. on May 25,
1995.
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 reason-
ably 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
restructuring to eliminate as much debt as possible and to make the
Company attractive 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 efforts, and any
assets or interest 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 quotation 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
successful 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 June 30, 1997 (third quarter of the fiscal
year), the Company had no revenues and did not have operations.
Expenses for this period were nominal resulting in a loss of $1,591.
The Company has, since inception, accumulated a deficit (net loss)
through the end of this quarter of $454,284.
Liquidity and Capital Resources.
--------------------------------
The Company had $18 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 periodic 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.
In regard to a proposed acquisition, the Company anticipates requir-
ing 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 potential 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 of 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 inabil-
ity to raise funds could negatively affect the Company's realization
of its business purpose.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. Exhibit 27 - Financial Data Schedule.
(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 to be signed on its behalf by the under-
signed, thereunto duly authorized.
DATED: October 20, 1997
SIGMA-7 PRODUCTS, INC.
/s/ Donald J. Smith
By................................
Chief Executive Officer
and Chief Financial Officer
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM
10-QSB FOR THE PERIOD ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FORM 10-QSB.
</LEGEND>
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<PERIOD-END> JUN-30-1997
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0
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