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 June 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 No X
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
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
June 30, 1996 December 31, 1995
ASSETS
Current Assets
Cash $ 216,765 $ 5,785
Accounts receivable 39,394 5,765
Inventories 209,481 193,234
Prepaid expenses and other
current assets - 850
_______________ ________________
Total Current Assets 465,640 205,634
Property and Equipment
Property and equipment, at cost 237,004 206,311
Less accumulated depreciation 182,890 167,978
_______________ ________________
Total Property and Equipment 54,114 38,333
Other Assets 850 -
_______________ ________________
$ 520,604 $ 243,967
_______________ ________________
_______________ ________________
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 34,480 $ 134,961
Notes payable to stockholders
(Note 1) 1,157,818 489,604
Note payable - 10,000
Accrued interest 103,583 96,553
Accrued payroll taxes 27,955 34,634
Accrued expenses 522,594 574,616
_______________ ________________
Total Current Liabilities 1,846,430 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,
9,354,091 and 7,628,516 shares
issued and outstanding at June 30, 1996
and December 31, 1995, respectively 935 764
Common stock subscribed, $.0001 par
value, 500 and 1,017,447 shares
to be issued at June 30, 1996 and
December 31, 1995, respectively - 101
Additional paid in capital 6,639,464 6,289,180
Accumulated deficit (7,966,225) (7,386,446)
________________ _________________
Total Stockholders' deficit (1,325,826) (1,096,401)
________________ _________________
$ 520,604 $ 243,967
________________ _________________
________________ _________________
ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 1996 and 1995
1996 1995
Revenues
Product sales $ 69,160 $ 50,355
_______________ _______________
Costs and expenses
Cost of product sales 47,626 36,762
Selling, general and administrative 556,836 548,921
_______________ _______________
Total costs and expenses 604,462 585,683
Other expense
Interest expense 44,477 20,458
_______________ _______________
Net loss $ (579,779) $ (555,786)
_______________ _______________
_______________ _______________
ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 1996 and 1995
1996 1995
Revenues
Product sales $ 44,397 $ 23,668
_______________ _______________
Costs and expenses
Cost of product sales 28,688 18,210
Selling, general and administrative 279,338 242,068
_______________ _______________
Total costs and expenses 308,026 260,278
Other expense
Interest expense 34,123 11,466
_______________ _______________
Net loss $ (297,752) $ (248,076)
_______________ _______________
_______________ _______________
ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
For the Six Months Ended June 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 45,000 4 500 -
Shares issued for payment
on notes payable 561,359 56 - -
Shares issued for common
stock subscribed 1,075,197 107 (1,075,197) (107)
Shares issued or
subscribed in lieu of
interest 41,619 4 2,750 -
Shares subscribed for
payment on notes payable - - 55,000 6
Shares issued or subscribed
for services 2,400 -
Net loss - - - -
_________ _________ _________ _________
Balance at June 30, 1996 9,354,091 $ 935 500 $ -
_________ __________ _________ _________
_________ __________ _________ _________
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 20,696 20,700
Shares issued for payment
on notes payable 277,874 277,930
Shares issued for common
stock subscribed - -
Shares issued or subscribed
in lieu of interest 23,020 23,024
Shares subscribed for payment
on notes payable 27,494 27,500
Shares issued or subscribed
for services 1,200 1,200
Net loss - (579,779) (579,779)
____________ _____________ _____________
Balance at June 30, 1996 $ 6,539,464 $ (7,866,225) $ (1,325,826)
____________ _____________ _____________
____________ _____________ _____________
ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
STATEMENT OF CASH FLOW
For the Six Months Ended June 30, 1996
Cash flow from operating activities:
Net loss $ (579,779)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 14,912
Consulting expense recorded upon issuance or
subscription of common stock 1,200
Interest expense accrued for issuance or
subscription of common stock 23,024
Change in operating assets and liabilities
Accounts receivable (33,629)
Inventories (16,247)
Accounts payable (100,487)
Accrued payroll taxes (6,679)
Accrued interest 7,030
Accrued expenses (52,022)
_______________
Net cash used in operating activities (742,677)
_______________
Cash flow from investing activities:
Cash paid for property and equipment additions (30,693)
_______________
Net cash provided by (used in) investing activities (30,693)
_______________
Cash flow from financing activities:
Proceeds from notes payable to stockholders 973,650
Payments on notes payable (10,000)
Proceeds from sale of common stock 20,700
_______________
Net cash provided by financing activities 984,350
_______________
Net (decrease) increase in cash 210,980
Cash beginning of year 5,785
_______________
Cash end of period $ 216,765
_______________
_______________
ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
STATEMENT OF CASH FLOW
For the Six Months Ended June 30, 1996
Supplemental disclosure of cash flow information:
Interest expense totaling $44,477 recorded during the six months ended
June 30, 1996 was comprised of cash payments in the amount of $14,428,
which includes $12,620 of cash payments on notes payable, and interest
accrued on notes payable in the amount of $30,049.
There was no cash paid during the six months ended June 30, 1996 for
income taxes.
Supplemental disclosure of noncash financing and investing activities:
The Company repaid $305,436 of notes payable through the issuance or
subscription of 616,359 shares of common stock during the six months
ended June 30, 1996.
ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
NOTES TO THE FINANCIAL STATEMENTS
June 30, 1996
Note 1 - Notes payable to stockholders
Of the $1,157,818 of notes payable to stockholders at June 30, 1996,
$1,042,318 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 December 31, 1996.
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