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 February 28, 1997
-----------------
[ ] 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
- -------------------------------- --------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 Vanderbilt Motor Parkway, Suite 311, Hauppauge, NY 11788
- --------------------------------------------------------------------------------
(address of principal executive offices)
(516) 273-0058
- --------------------------------------------------------------------------------
(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: February 28, 1997
-----------------
Class Outstanding at February 27, 1997
------------------------------- --------------------------------
Common Stock, $.00001 Par Value 18,250,000 shares
<PAGE>
ANDOVER EQUITIES CORP.
(A DEVELOPMENT STAGE COMPANY)
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Balance Sheets as of February 28, 1997
(Unaudited) and May 31, 1996 3
Comparative Statements of Operations
(Unaudited) for the Nine and Three Months Ended
February 28, 1997 and February 29, 1996 4
Comparative Statements of Cash Flows
(Unaudited) for the Nine Months Ended
February 28, 1997 and February 29, 1996 5
Notes to Financial Statements
as of February 28, 1997 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
PART II. OTHER INFORMATION AND SIGNATURE
Signature 8
-2-
<PAGE>
ANDOVER EQUITIES CORP.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
FEBRUARY 28, MAY 31,
1997 1996*
---------- ---------
(Unaudited)
CURRENT ASSETS:
Cash $ 121 $ 974
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accrued expenses $ -- $ 100
Loans payable, stockholders 9,200 7,000
-------- --------
Total current liabilities 9,200 7,100
-------- --------
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock, $.00001 par value:
Authorized - 900,000,000 shares
Issued and outstanding - 8,250,000 shares 183 183
Additional paid-in capital 9,817 9,817
Deficit accumulated during the development stage (19,079) (16,126)
-------- --------
Total stockholders' deficiency (9,079) (6,126)
-------- --------
$ 121 $ 974
======== ========
*The balance sheet at May 31, 1996 is derived from the audited financial
statements of that date.
-3-
<PAGE>
ANDOVER EQUITIES CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
JULY 25, 1988
NINE MONTHS ENDED THREE MONTHS ENDED (INCEPTION)
------------------------ ------------------------ TO
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1997 1996 1997 1996 1997
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
EXPENSES:
Registration costs $ -- $ -- $ -- $ -- $ 14,458
General and administrative 2,953 3,326 1,575 900 40,771
-------- -------- -------- -------- --------
2,953 3,326 1,575 900 55,229
-------- -------- -------- -------- --------
LOSS BEFORE EXTRAORDINARY
ITEM (2,953) (3,326) (1,575) (900) (55,229)
EXTRAORDINARY ITEM:
Gain on forgiveness of debt, net
of income taxes -- -- -- -- 36,150
-------- -------- -------- -------- --------
NET LOSS $ (2.953) $ (3,326) $ (1,575) $ (900) $(19,079)
======== ======== ======== ======== ========
AVERAGE COMMON SHARES
OUTSTANDING 18,250,000 18,250,000 18,250,000 18,250,000
========== ========== ========== ==========
NET LOSS PER COMMON SHARE * * * *
</TABLE>
*Less than $.01 per common share
-4-
<PAGE>
ANDOVER EQUITIES CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
JULY 25, 1988
NINE MONTHS ENDED (INCEPTION)
------------------------- TO
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1997 1996 1997
--------- --------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,953) $ (3,326) $(19,079)
Adjustments to reconcile net loss to net cash
used in operating activities:
Gain on forgiveness of debt -- -- (37,950)
Changes in liabilities:
Accrued expenses (100) -- 37,950
Income taxes payable -- (1,800) --
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (3,053) (5,126) (19,079)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock -- -- 10,000
Proceeds from loans payable 2,200 2,250 9,200
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,200 2,250 19,200
-------- -------- --------
NET CHANGE IN CASH (853) (2,876) 121
CASH - beginning 974 3,050 --
-------- -------- --------
CASH - ending $ 121 $ 174 $ 121
======== ======== ========
</TABLE>
-5-
<PAGE>
ANDOVER EQUITIES CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
FEBRUARY 28, 1997
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
stockholders for working capital. As at February 28, 1997, the stockholders
provided $9,200 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.
-6-
<PAGE>
ANDOVER EQUITIES CORP.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NINE MONTHS ENDED FEBRUARY 28, 1997 vs.
NINE MONTHS ENDED FEBRUARY 29, 1996
- --------------------------------------
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 those
reported on May 31, 1996.
-7-
<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)
/s/ Larry Kaplan
DATE: 4/15/97 -----------------------
LARRY KAPLAN, PRESIDENT
TREASURER, DIRECTOR
-8-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ANDOVER EQUITIES CORP. FOR THE NINE MONTHS ENDED
FEBRUARY 28, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-START> JUN-01-1996
<PERIOD-END> FEB-28-1997
<CASH> 121
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 121
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 121
<CURRENT-LIABILITIES> 9,200
<BONDS> 0
0
0
<COMMON> 183
<OTHER-SE> (8,896)
<TOTAL-LIABILITY-AND-EQUITY> 121
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,953
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,953)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,953)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,953)
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
