UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 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 3333042-NY
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Coronado Industries, Inc.
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(Exact name of small business issuer as specified in its charter)
New York 22-2161629
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(State or other jurisdiction of Incorporation (IRS Employer
or organization) Identification No.)
4264 Strausser St, N W. North Canton. Ohio 44720
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(Address of principal executive officer)
(330) 497-4360
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(Issuer's telephone number)
formerly known as Logical Computer Services of New York Ltd.
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(Former name, former address and former fiscal year, if changed since last
report.)
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. [X] YES [ ] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. [ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date 429,125
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<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
See financial statements starting on page F-I for this information.
Item 2. Management's Discussion and Analysis or Plan of Operation
During the past two fiscal years, the Registrant has not had any revenues from
operations. During the previous quarter, Registrant entered into an agreement
to purchase the stock of a privately held corporation known as Creative Stone
Manufacturing, Inc and several smaller related corporations. Subsequent to a
shareholder vote by the Registrant's shareholders, the target companies opted
to rescind the agreement prior to its execution. Thereafter, Registrant began
seeking other corporations in order to obtain operating assets. On November
4. 1996, Registrant entered into an Asset Purchase Agreement with Ophthalmic
International, L.L.C. and American Glaucoma Institute. It is anticipated that
these assets will be purchased during the fourth quarter of 1996.
The assets of the L.L.C. and American Glaucoma Institute (a joint
venture) shall be purchased for Registrant's common shares, which shall be
restricted stock. Registrant intends to issue additional shares, equaling 85%
of the outstanding shares of the Registrant in exchange for the assets.
In conjunction with the transaction, Registrant also plans to issue
additional common shares of stock in order to raise approximately $500,000 of
operating funds to commence operations of the products now owned by Ophthalmic
International, L.L.C.
Ophthalmic International, L.L.C. has recently obtained a patent for a
vacuum fixation device that relieves the symptoms of open-angle glaucoma.
Registrant upon obtaining rights to produce and develop the vacuum fixation
device, will commence the manufacturing of the device for purposes of
worldwide distribution. In addition, Registrant will open clinics over a
period of two years. Throughout the United States for the purpose of treatment
of open-angle glaucoma through the use of their patented device. During the
next twelve months, Management contemplates the hiring of several employees to
produce the vacuum fixation device and the patented suctioning attachments. In
addition, Registrant will hire staff for the clinics to be opened for the
utilization of the vacuum fixation device. It will be necessary to hire
licensed professionals to perform the procedure in each clinic. Approximately
$200,000 of the funds sought in the initial capitalization will be utilized
start up expenses necessary for the production of the vacuum fixation device
and suction rings. The balance of the funds are intended to open up the first
clinic in the vicinity of Phoenix, Arizona.
PART II
ITEM 2. CHANGES IN SECURITIES
During the past fiscal quarter, the shareholders of the Registrant have
voted to consolidate the common shares of the Registrant at a ratio of five
old shares for one new share. The actual consolidation occurred on October
25, 1996. At the time of the consolidation, there was no material effect upon
any of the shareholders rights and none of the shareholders experienced any
dilution in ownership.
<PAGE>
ITEM 4, SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A special meeting of shareholders of the Registrant was held on August 30,
1996.
Directors were elected at the meeting, All five Directors of the
Registrant were elected. The newly elected directors were Edward A. Barth,
Richard Hooper, Richard Campanalie, Melton L. Bacon and Sergei N. Klimow.
Following the election, Mr. Bacon and Mr. Klimow advised the Registrant that
they did not accept the appointment to the directorship of the Registrant
leaving two vacancies on the Board of Directors, which remain at this time.
The number of common shares in attendance amounted to 1,714,874 shares,
either in person or through proxies. At the meeting, the following issues
were presented:
1. An amendment to the Certificate of Incorporation to increase the
number authorized preferred shares from 1,000,000 shares with a par value of
$.0001 to 3,000,000 shares with a par value of $.0001, This motion passed with
the following vote:
For: 1,714,874 Against: 0 Abstaining: 0
2. To ratify, the agreement to purchase the stock of Creative Stone
Manufacturing, Inc. dba Coronado Stone Products and related entities:
For: 1,714,874 Against: 0 Abstaining: 0
3. The shareholders approved the suggestion of the Board of Directors to
consolidate the outstanding shares of the Registrant through a five-for-one
reverse split of the Registrants common shares:
For. 1,704,249 Against: 10,625 Abstaining: 0
4. To amend the Certificate of Incorporation to change the name of the
Registrant to Coronado Industries, Inc.:
For: 1,714,874 Against: 0 Abstaining: 0
5. To change the venue of the Registrant from the State of New York
to the State of Nevada:
For: 1,704,249 Against: 10,625 Abstaining: 0
ITEM 5. OTHER INFORMATION
Since the last report, Registrant has amended its Certificate of
Incorporation to change its name to Coronado Industries, Inc. In addition,
pursuant to shareholder instruction, Registrant has created a new Nevada
Corporation known as Coronado Industries, Inc and has instituted a statutory
<PAGE>
merger between the two corporations in order to change the venue of the
Registrant to the State of Nevada. At the present time, all necessary
documents have been submitted and Registrant is awaiting approval from the New
York Tax Commissioner, which is a pre-requisite for a change of venue.
ITEM 6. EXHIBITS AND REPORTS on Form S-K.
There have been no reports on Form 8-K filed during the quarter for which this
report is filed.
In addition to the financial statements appearing on page F1 of this
report, the Registrant incorporates by reference, the Management's Discussion
and Analysis and Plan of Operation contained in Form 10-QSB for the quarters
ending March 31, 1994, June 30, 1994, September 30, 1994, March 31, 1995, June
30, 1995, September 30, 1995, March 31, 1996, June 30, 1996 and Form 10-KSB
for the fiscal years ending December 31, 1994 and December 31, 1995.
<PAGE>
<TABLE>
<CAPTION>
CORONADO INDUSTRIES, INC.
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FORMERLY LOGICAL SERVICES OF NEW YORK LTD.
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CONSOLIDATED BALANCE SHEETS
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<S> <C> <C>
ASSETS
- ------------------------------------------
September 30, December 31,
1996 1995
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Current Assets (Unaudited) (Audited)
Cash $ 2,627 $ 1,403
Advances receivable 900 -
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Total Current Assets 3,527 $ 1,403
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$ 3,527 $ 1,403
=============== ==============
LIABILITIES
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Current Liabilities
- ------------------------------------------
Accrued Expenses $ 703 $ 1,028
Accounts payable - trade 50,694 48,162
Notes payable, due on demand
with interest at 10% 15,000 4,000
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Total Current Liabilities $ 66,397 $ 53,190
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SHAREHOLDERS' EQUITY
- ------------------------------------------
Common Capital Stock, S.001 par value,
authorized 20,000.000 shares; issued
3,015,55O - 1996 and 2,755,550 - 1995;
outstanding 2,145,573 - 1996 and
1,885,573 - 1995. $ 3,015 $ 2,755
Additional capital 265,295 253,737
Retained earnings (deficit) (321,755) (298,854)
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(53,445) (42,362)
Treasury stock - 869,977 shares at cost. (9,425) (9,425)
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(62,870) (51.787)
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$ 3,527 $ 1,403
=============== ==============
</TABLE>
Note: The number of outstanding shares showing as outstanding on September
30, 1996 does not reflect a five-for-one stock consolidation that occurred on
October 25, 1996.
<PAGE>
<TABLE>
<CAPTION>
CORONADO INDUSTRIES, INC.
------------------------
FORMERLY LOGICAL SERVICES OF NEW YORK LTD.
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CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
For The Nine For the Three
-------------------------- --------------------------
Months Ended Months Ended
-------------------------- --------------------------
September 30, September 30,
-------------------------- --------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net Sales $ 0 $ 58,694 $ 0 $ 15,500
- --------------------------------------
Cost of Sales
- --------------------------------------
41,354 11,036
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Gross Profit 17,340 4,464
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Selling, General ,and Administrative
- --------------------------------------
Expenses 22,901 75,756 12,829 30,562
- -------------------------------------- ------------ ------------ ------------ ------------
(Loss) From Operations Before
- --------------------------------------
Income Tax (22,901) (58,416) (12,829) (26,098)
- -------------------------------------- ------------ ------------ ------------ ------------
Provision For (Recovery Of) Income
- --------------------------------------
Taxes
- --------------------------------------
Net (Loss) $ (22,901) $ (58,416) $ (12,829) $ (26,098)
- -------------------------------------- ------------ ------------ ------------ ------------
Net (Loss) Per Common Share
- --------------------------------------
Primary and Fully Diluted $ (.01) $ (.02) $ -0- $ (.01)
- -------------------------------------- ============ ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CORONADO INDUSTRIES, INC.
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FORMERLY LOGICAL SERVICES OF NEW YORK LTD.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
1996 1995
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(Unaudited) (Unaudited)
<S> <C> <C>
Cash Flow From Activities
- ------------------------------------------
Net (Loss) $ (22,901) $ (58,416)
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Noncash items included in income
Directors fees 1,818 -
Depreciation - 535
Accounts receivable - trade (900) 6,285
Other notes and accounts receivable - 17,752
Inventories - 40,786
Accounts payable - trade 2,532 (7,263)
Accrued expenses (325) 2,123
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Total Adjustments 3,125 60,218
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Net Cash Provided By Operating Activities (19.776) 1,802
- ------------------------------------------
Cash Flows From Investing Activities
- ------------------------------------------
Cash Flows From Financing Activities 21,000
- ------------------------------------------ ------------ ------------
Net Increase in Cash 1,224 1,802
- ------------------------------------------
Cash - Beginning of Period 1,403 (1.636)
- ------------------------------------------ ------------ ------------
Cash - End of Period $ 2,627 $ 166
- ------------------------------------------ ============ ============
Supplemental Disclosure of Cash Flows
- ------------------------------------------
Information
- ------------------------------------------
Interest paid $ -0- $ -0-
Income taxes paid $ -0- $ -0-
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto authorized.
CORONADO INDUSTRIES, INC.
By: /s/ EDWARD A. BARTH
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Edward A. Barth
President
By: /s/ RICHARD HOOPER
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Richard Hooper
Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant
and in the capacities on the date indicated
/s/EDWARD A. BARTH President Dated: November 8, 1996
- --------------------
Edward A. Barth
/s/RICHARD HOOPER Treasurer Dated: November 8, 1996
- ------------------
Richard Hooper
