SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
Amended Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 1996
Central Index Key # 856572
Commission File Number: 33-31566
ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
(formerly Aerial Acquisitions Inc.)
Exact Name of Registrant as Specified in its Charter
Delaware 77-0219055
State or Other Jurisdiction of IRS Employer Iden-
Incorporation or Organization tification Number
10096 Sixth Street, Units M-P
Rancho Cucamonga, California 91730
Address of Principal Executive Offices Zip Code
(909) 466-0081
Registrant's Telephone Number,
Including Area Code
N/A
Former Name, Former Address and Former Fiscal
Year, if Changed Since Last Report
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
As of September 30, 1996, 10,002,739 shares of Common Stock; 8,138,813 Class A
and 8,138,813 Class B common stock purchase warrants were outstanding, taking
into account the fact that, in May, 1996, the Registrant prevailed on a legal
action that resulted in 511,656 shares of its common stock being required to
be returned to its treasury.
Transitional Small Business Disclosure Format: Yes No X
Item 1. Financial Statements.
See attached.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amended Report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: December 9, 1996 ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
(formerly Aerial Acquisitions, Inc.)
By /s/ J.W. Rutherford
J.W. Rutherford, President
ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
BALANCE SHEETS
September 30, 1996 December 31, 1995
ASSETS
Current Assets
Cash and cash equivalents $ 185,631 $ 5,785
Accounts receivable 20,440 5,765
Receivable due from officers
and stockholders 75,000 -
Inventories 275,995 193,234
Prepaid expenses and other
current assets 98,460 850
_______________ _______________
Total Current Assets 655,526 205,634
Property and Equipment
Property and equipment, at cost 345,838 206,311
Less accumulated depreciation 192,821 167,978
_______________ _______________
Total Property and Equipment 153,017 38,333
Other Assets
Deposits 850 -
Bonds - U.S. Treasury and Municipal 350,000 -
_______________ _______________
Total Other Assets 350,850 -
_______________ _______________
$ 1,159,393 $ 243,967
_______________ _______________
_______________ _______________
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 82,026 $ 134,961
Notes payable to stockholders
(Note 2) 1,706,718 489,604
Note payable - 10,000
Accrued interest 122,066 96,553
Accrued payroll taxes 7,052 34,634
Accrued expenses 455,669 574,616
_______________ _______________
Total Current Liabilities 2,373,531 1,340,368
Stockholders' Deficit
Preferred stock, $.0001 par value,
10,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.0001 par value,
500,000,000 shares authorized,
10,514,395 and 7,628,516 shares
issued and outstanding at
September 30, 1996 and
December 31, 1995, respectively 1,052 764
Common stock subscribed, $.0001
par value, 30,000 and 1,017,447
shares to be issued at
September 30, 1996 and
December 31, 1995, respectively 3 101
Additional paid in capital 7,139,003 6,289,180
Accumulated deficit (8,354,196) (7,386,446)
_______________ _______________
Total Stockholders' deficit (1,214,138) (1,096,401)
_______________ _______________
$ 1,159,393 $ 243,967
_______________ _______________
_______________ _______________
ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 1996 and 1995
1996 1995
Revenues
Product sales $ 114,398 $ 70,687
_______________ _______________
Costs and expenses
Cost of product sales 64,515 50,489
Selling, general and
administrative (Note 1) 1,035,053 759,076
_______________ _______________
Total costs and expenses 1,099,568 809,565
Other expense
Interest expense 82,580 34,488
_______________ _______________
Net loss $ (1,067,750) $ (773,366)
_______________ _______________
_______________ _______________
ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 1996 and 1995
1996 1995
Revenues
Product sales $ 45,238 $ 20,332
_______________ _______________
Costs and expenses
Cost of product sales 27,832 13,727
Selling, general and
administrative (Note 1) 467,274 210,155
_______________ _______________
Total costs and expenses 495,106 223,882
Other expense
Interest expense 38,103 14,030
_______________ _______________
Net loss $ (487,971) $ (217,580)
_______________ _______________
_______________ _______________
ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
For the Nine Months Ended September 30, 1996
Common
Common Stock Stock Subscribed
Shares Amount Shares Amount
Balance at
January 1, 1996 7,628,516 $ 764 1,017,447 $ 101
Shares issued or
subscribed for cash 185,500 18 30,500 3
Shares issued for payment
on notes payable 1,416,889 142 - -
Shares issued for common
stock subscribed 1,075,697 107 (1,075,697) (107)
Shares issued or subscribed
in lieu of interest 77,393 8 2,750 -
Shares subscribed for
payment on notes payable - - 55,000 6
Shares issued or subscribed
for services 30,400 3 - -
Shares issued for debt
relief 100,000 10
Net loss - - - -
_________ _________ _________ _________
Balance at
September 30, 1996 10,514,395 $ 1,052 30,000 $ 3
__________ _________ _________ _________
__________ _________ _________ _________
Total
Paid - in Accumulated Stockholders'
Capital (Deficit) (Deficit)
Balance at
January 1, 1996 $ 6,189,180 $ (7,286,446) $ (1,096,401)
Shares issued or subscribed
for cash 88,879 88,900
Shares issued for payment
on notes payable 717,339 717,481
Shares issued for common
stock subscribed -
Shares issued or subscribed
in lieu of interest 40,924 40,932
Shares subscribed for payment
on notes payable 27,494 27,500
Shares issued or subscribed
for services 25,197 25,200
Shares issued for debt relief 49,990 50,000
Net loss - (1,067,750) (1,067,750)
_____________ _____________ _____________
Balance at
September 30, 1996 $ 7,139,003 $ (8,354,196) $ (1,214,138)
_____________ _____________ _____________
_____________ _____________ _____________
ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
STATEMENT OF CASH FLOW
For the Nine Months Ended September 30, 1996
Cash flow from operating activities:
Net loss $ (1,067,750)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 24,843
Consulting expense recorded upon issuance or
subscription of common stock 25,200
Interest expense accrued for issuance or
subscription of common stock 40,932
Change in operating assets and liabilities
Accounts receivable (14,675)
Inventories (82,761)
Prepaid expenses and other assets (98,460)
Accounts payable (52,935)
Accrued payroll taxes (27,582)
Accrued interest 25,513
Accrued expenses (68,947)
________________
Net cash used in operating activities (1,296,622)
________________
Cash flow from investing activities:
Cash paid for property and equipment additions (139,527)
Increase in notes receivable from officers and
stockholders (75,000)
Increase in U.S. Treasury and Municipal Bonds (350,000)
________________
Net cash provided by (used in) investing activities (564,527)
________________
Cash flow from financing activities:
Proceeds from notes payable to stockholders 1,966,600
Payments on notes payable (14,505)
Proceeds from sale of common stock 88,900
________________
Net cash provided by financing activities 2,040,995
________________
Net (decrease) increase in cash 179,846
Cash beginning of year 5,785
________________
Cash and cash equivalents end of period $ 185,631
________________
________________
ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
STATEMENT OF CASH FLOW
For the Nine Months Ended September 30, 1996
Supplemental disclosure of cash flow information:
Interest expense totaling $82,580 recorded during the nine months ended
September 30, 1996 was comprised of cash payments in the amount of
$15,890, which includes $12,620 of cash payments on notes payable, and
interest accrued on notes payable in the amount of $66,690.
There was no cash paid during the nine months ended September 30, 1996
for income taxes.
Supplemental disclosure of noncash financing and investing activities:
The Company repaid $744,981 of notes payable through the issuance or
subscription of 1,471,889 shares of common stock during the nine
months ended September 30, 1996.
The Company repaid $50,000 of other debt through the issuance of 100,000
shares of common stock during the nine months ended September 30, 1996.
ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
NOTES TO THE FINANCIAL STATEMENTS
September 30, 1996
Note 1 - Selling, general and administrative expense
For the three months and the nine months ended September 30, 1996, selling,
general and administrative expenses include non-reoccurring expenditures
totaling $100,756 for legal and accounting fees related to SEC filings and
recovery of stock certificates.
Note 2 - Notes payable to stockholders
Of the $1,706,718 of notes payable to stockholders at September 30, 1996,
$1,591,218 of the notes payable to stockholders are convertible to units of
common stock at the option of the note holders over various dates through a
six month period ending March 31, 1997.
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