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 August 31, 1996
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________to_______________________
Commission file number 33-25646
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ANDOVER EQUITIES CORP.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0120613
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 Vanderbilt Motor Parkway, Suite 311, Hauppauge, NY 11788
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(address of principal executive offices)
(516) 273-0058
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(Issuer's telephone number)
444 Park Ave. South, 5th Fl., New York, NY 10016
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(Former address of principal executive offices)
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
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: August 31, 1996
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Class Outstanding at August 31, 1996
------------------------------- ------------------------------
Common Stock, $.00001 Par Value 18,250,000 shares
Page 1 of 8
<PAGE>
ANDOVER EQUITIES CORP.
(A DEVELOPMENT STAGE COMPANY)
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Balance Sheets as of August 31, 1996
(Unaudited) and May 31, 1996 3
Comparative Statements of Operations
for the Three Months Ended
August 31, 1996 and 1995 and July 25, 1988
(inception) to August 31, 1996 (Unaudited) 4
Comparative Statements of Cash Flows
for the Three Months Ended
August 31, 1996 and 1995 and July 25, 1988
(inception) to August 31, 1996 (Unaudited) 5
Notes to Financial Statements
as of August 31, 1996 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
PART II. OTHER INFORMATION AND SIGNATURE
Signature 8
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<PAGE>
ANDOVER EQUITIES CORP.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
AUGUST 31, MAY 31,
1996 1996*
---- -----
(Unaudited)
CURRENT ASSETS:
Cash $ 546 $ 974
===== ======
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accrued expenses $ - $ 100
Loans payable, shareholders 7,000 7,000
------ ------
Total current liabilities 7,000 7,100
----- ------
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock, $.00001 par value:
Authorized - 900,000,000 shares
Issued and outstanding - 18,250,000 shares 183 183
Additional paid-in capital 9,817 9,817
Deficit accumulated during the development stage (16,454) (16,126)
Total stockholders' deficiency (6,454) (6,126)
------ ------
$ 546 $ 974
===== ======
*The balance sheet at May 31, 1996 is derived from the audited financial
statements of that date.
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<PAGE>
ANDOVER EQUITIES CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
JULY 25, 1988
THREE MONTHS (INCEPTION)
ENDED AUGUST 31, TO
------------------ AUGUST 31,
1996 1995 1996
------- ------- --------
EXPENSES:
Registration costs $ - $ - $14,458
General and administrative 328 1,446 38,146
------- ------- -------
328 1,446 52,604
------- ------- -------
LOSS BEFORE EXTRAORDINARY ITEM (328) (1,446) (52,604)
EXTRAORDINARY ITEM:
Gain on forgiveness of debt, net of
income taxes - - 36,150
------- ------- -------
NET LOSS $ (328) $(1,446) $(16,454)
======= ======= ========
AVERAGE COMMON SHARES OUTSTANDING 18,250,000 18,250,000
========== ==========
NET LOSS PER COMMON SHARE * *
*Less than $.01 per common share
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<PAGE>
ANDOVER EQUITIES CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
JULY 25, 1988
(INCEPTION)
THREE MONTHS TO
ENDED AUGUST 31, AUGUST 31,
1996 1995 1996
------- -------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (328) $ (1,446) $(16,454)
Adjustments to reconcile net loss to net cash
used in operating activities:
Gain on forgiveness of debt - - (37,950)
Increase in due to Bernard Haldane
Associates, Inc. - - 37,950
Decrease in accrued expenses (100) - -
Decrease in income taxes payable - (1,800) -
------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (428) (3,246) (16,454)
------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - - 10,000
Proceeds from loans payable - 1,250 7,000
------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES - 1,250 17,000
------- -------- --------
NET CHANGE IN CASH (428) (1,996) 546
CASH - beginning 974 3,050 -
------- -------- --------
CASH - ending $ 546 $ 1,054 $ 546
======= ======== ========
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<PAGE>
ANDOVER EQUITIES CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1996
(UNAUDITED)
NOTE 1
Andover Equities Corp. ("Andover") was incorporated as a Florida corporation
on July 25, 1988 and intends to seek potential business opportunities. Prior
to April 1995, Andover had been an eighty percent subsidiary of Bernard
Haldane Associates, Inc. On April 16, 1995, a group of four unrelated
investors purchased 14,000,000 shares (77%) of Andover's issued and
outstanding stock for cash and notes totalling $35,000.
Andover has not started active operations. Accordingly, it is being
classified as a development stage company. Andover's fiscal year end is May
31st.
NOTE 2
As Andover has not started active operations, it is dependent upon its
shareholders for working capital. As at August 31, 1996, the shareholders
provided $7,000 to Andover which was recorded as an unsecured, non-interest
bearing loan with no specific maturity date.
NOTE 3
Andover incurred registration costs of approximately $14,458 to register its
outstanding shares with the Securities and Exchange Commission. Costs
relating to the registration are charged to operations as incurred.
On May 11, 1989, the Registration Statement was declared effective by the
Securities and Exchange Commission. No offering of Andover shares was
provided for in the filing with the Registration Statement.
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<PAGE>
ANDOVER EQUITIES CORP.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED AUGUST 31, 1996 vs.
THREE MONTHS ENDED AUGUST 31, 1995
----------------------------------
The Company is in the development stage and has limited activity. Management
continues to review business plans presented by companies desiring to enter into
a business relationship with Andover. Management has not pursued negotiations
with any of these entities and there can be no assurance that any future
negotiations will result in an agreement. Management will continue to
investigate other business activities.
Operating capital to meet expenses has been advanced to the Company by its
majority stockholders. It is anticipated that the majority stockholders will
continue to satisfy Andover's cash needs until such time as the Company
identifies an acquisition candidate.
There were no material changes in the Company's financial condition from that
reported on May 31, 1996.
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<PAGE>
ANDOVER EQUITIES CORP.
OTHER INFORMATION
SIGNATURE
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.
ANDOVER EQUITIES CORP.
(REGISTRANT)
DATE: October 15, 1996 /s/ LARRY KAPLAN
-------------------------
LARRY KAPLAN, PRESIDENT
TREASURER, DIRECTOR
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ANDOVER EQUITIES CORP. FOR THE QUARTER ENDED AUGUST 31,
1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-START> JUN-01-1996
<PERIOD-END> AUG-31-1996
<CASH> 546
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 546
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 546
<CURRENT-LIABILITIES> 7,000
<BONDS> 0
0
0
<COMMON> 183
<OTHER-SE> (6,637)
<TOTAL-LIABILITY-AND-EQUITY> 546
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 328
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (328)
<INCOME-TAX> 0
<INCOME-CONTINUING> (328)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (328)
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
