SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the six months period ended - April 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-25312
STARTECH ENVIRONMENTAL CORPORATION
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1286576
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
70 Old Ridgefield Road
Wilton, Connecticut 06897
-------------------------------------- --------
(Address of principal executive offices) Zip Code
(203) 762-2499
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(Registrant's telephone number, including area code)
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, and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
--- ---
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Outstanding at May 15, 1996
------------------- ---------------------------
Common Stock - No Par 5,892,174
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STARTECH ENVIRONMENTAL CORPORATION
INDEX
PAGE NO.
--------
PART I - FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements
Balance Sheet - April 30, 1996
and October 31, 1995 3
Statement of Operations for the quarters ended
April 30, 1996 and 1995 4
Statement of Cash Flows for the quarters ended
April 30, 1996 and 1995 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-8
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of
Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURE 11
- ---------
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
STARTECH ENVIRONMENTAL CORPORATION
BALANCE SHEET
April 30, October 31,
ASSETS 1996 1995
Current Assets:
Cash and cash equivalents $ 245,970 $ 85,025
--------- ---------
Total Current Assets 245,970 85,025
Other Assets 100,000 0
--------- ---------
$ 345,970 $ 85,025
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 21,043 $ 19,923
Accrued interest 6,000 1,500
Notes payable - short term 100,000 100,000
--------- ---------
Total Current Liabilities 127,043 121,423
Stockholders' equity:
Preferred stock, no par value
10,000,000 shares authorized,
no shares issued or outstanding
Common stock, no par value,
800,000,000 shares authorized;
shares issued and outstanding:
5,709,500 at April 30, 1996 and
996,500 at October 31, 1995 509,165 1,000
Additional paid-in capital 300 300
Retained earnings (36,398) (1,000)
Accumulated deficit Net Income (loss) (254,140) (36,698)
--------- ---------
Total Stockholders' Equity 218,927 (36,398)
--------- ---------
$ 345,970 $ 85,025
========= ========
See notes to financial statements.
3
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<TABLE>
<CAPTION>
STARTECH ENVIRONMENTAL CORPORATION
STATEMENT OF OPERATIONS
Quarter Ended Quarter Ended Six Months Ended Six Months Ended
April 30, 1996 April 30, 1995 April 30, 1996 April 30, 1995
-------------- -------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Revenue $ 10,000 $ 0 $ 10,000 $ 0
Operating expenses
Selling expense 15,394 0 46,323 0
General and admin. exp. 127,051 0 213,707 0
--------- ---------- ----------- ---------
142,445 0 260,030 0
--------- ---------- ----------- ---------
Loss from operations (132,445) (250,030)
--------- -----------
Other income (expense):
Interest income 390 0 390 0
Interest expense 2,250 0 4,500 0
--------- ----------- ----------- ---------
Net loss $(134,305) $ 0 $ (254,140) $ 0
========== ========== =========== =========
Net loss per share $ (.02) $ N/A $ (.02) $ N/A
========= ========== =========== =========
Weighted average common
shares outstanding 5,581,250 996,500 5,403,000 996,500
========= ========== =========== =========
See notes to financial statement.
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STARTECH ENVIRONMENTAL CORPORATION
STATEMENT OF CASH FLOWS
Six Months Ended Six Months Ended
April 30, 1996 April 30, 1995
---------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (254,140) $ 0
(Increase) decrease in current assets:
Employee advances (4,721)
Increase (decrease) in current liabilities:
Accounts payable 1,120 0
Accrued interest 2,250 0
---------- ---------
Net cash used in operating activities (253,241) 0
---------- ---------
Cash flows from financing activities:
Proceeds from issuances of
common stock 409,465 0
----------- ---------
Net decrease in cash and cash equivalents 156,224 0
Cash and cash equivalents at beginning
of period 85,025 0
Cash and cash equivalents at end of period $ 241,249 0
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 0
Issuance of common stock for vendor advance $ 100,000
See note to financial statements
5
</TABLE>
<PAGE>
STARTECH ENVIRONMENTAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1. Basis of Presentation
STARTECH Environmental Coloration (the "Company") is engaged in the
commercialization and continued development of an innovative processing
technology for recycling industrial wastes.
Net loss per share is determined by dividing net loss by the weighted average
number of common shares outstanding during the period. Common share equivalents,
which consist of stock which may be issuable upon exercise of outstanding stock
options and warrants, have been excluded from the weighted average number of
common shares since their effect is anti-dilutive.
Certain reclassifications have been made for consistent presentation. The
reclassifications have no effect on the net loss for the period ending April 30,
1996.
The information furnished is unaudited and reflects all adjustments (consisting
of only normal recurring adjustments) which, in the opinion of management, are
necessary for a fair presentation of the financial position and results of
operations for the interim periods. The accompanying financial statements should
be read in conjunction with the Company's financial statements and related
footnotes for the year ended October 31, 1995 which are included in the
Company's annual report on form 10-K. The results of operations for the six
months ended April 30, 1996 are not necessarily indicated of the results to be
expected for the full year.
Note 2. Equity Transactions
During the six months ended April 30, 1996, 381,500 shares of common stock were
issued upon the exercise of options and an additional 381,500 common shares were
sold to investors. Also 82,674 shares were subscribed to but not issued as of
the date of this report. A stock option for 10,000 common shares was issued to
the corporate Secretary
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Results of Operations
- ---------------------
The Registrant was incorporated under the laws of the State of Colorado in May
1991 and has been dormant since 1991. During fiscal 1995, the Registrant entered
into negotiations with Startech Incorporated which culminated in the acquisition
of Startech on November 17, 1995.
Due to the prior dormancy of the Registrant, no revenues were realized and only
nominal operating expenses, principally filing fees, bank service charges and
legal services, and some minor start up costs have been incurred through October
31, 1995. These trends have changed due to the Startech acquisition. On January
16, 1996 the name of the registrant was changed from Kapalua Acquisitions
Incorporated to STARTECH Environmental Corporation.
Liquidity and Capital Resources
- -------------------------------
Liquidity has been provided by stock sales, advances from investors and majority
shareholders or notes payable to other third parties. The Registrant is and will
continue to be dependent upon loans and/or capital contributions from
shareholders or outside investors. The Registrant's capital resource
requirements for future periods will increase due to the Startech acquisition
and future needs are anticipated to be met from operations of the Registrant's
new business activity.
Background
- ----------
The Registrant's activities during the past three fiscal years (November 1, 1992
to October 31, 1995) consisted primarily of investigating possible business
opportunities.
On November 17, 1995, the Company completed the acquisition of all of the issued
and outstanding shares of common stock of Startech Incorporated, a corporation
organized under the laws of the State of Connecticut which engineers,
manufacturers and markets Plasma Waste ConverterTM ("PWC") systems to recover,
recycle, reduce and remediate hazardous and nonhazardous waste materials.
On November 18, 1995, the Board of Directors of the Company unanimously approved
a change of business purpose of the Company from one seeking an acquisition
candidate to one engaged in the business of manufacturing equipment that
recovers, recycles, reduces and remediates hazardous and nonhazardous waste
materials.
7
<PAGE>
General
- -------
Startech is an environmental technology corporation engaged in the
commercialization and continued development of its Plasma Waste ConverterTM
("PWC") systems for the recycling, resource recovery, reduction and remediation
of hazardous and nonhazardous organic and inorganic materials and wastes
including radioactive wastes.
The Startech Plasma Waste Converter is a closed-loop recycling system that
converts materials formerly regarded as hazardous wastes into useful commodity
products. The hazardous waste can be organic and inorganic, in the form of a
gas, liquid, and solids or any combination thereof. Waste volume reductions
higher than 300 to 1 have been demonstrated. Depending on the waste processed,
the principal commodities produced by the system are a synthetic gas called PCG
(Plasma Converted Gas)TM, metals, and an obsidian-like inert silicate stone. The
PCG can be used as a chemical feed stock to produce polymers and other common
industrial products, as a fuel to produce electricity, as a fuel source for fuel
cells, as a heating plant fuel to reduce the cost and reliance on fossil fuels,
and in desalinization applications to produce fresh water for irrigation and
drinking. The metals can be employed in the metallurgical industry. The stone
silicates can be employed in the abrasives industry, and as an aggregate
material for construction industry applications.
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
- ---------------------------
No legal proceedings are pending to which the Registrant is a party or of which
any of Registrant's property is the subject matter. No legal proceedings are
known to be contemplated by governmental authorities.
ITEM 2. CHANGE IN SECURITIES.
- ------------------------------
No constituent instruments defining the rights of the holders of any class of
registered securities of the Registrant have been materially modified. No rights
evidenced by any class of registered securities have been materially limited or
qualified by the issuance or modification of any other class of securities.
There are no working capital restrictions or other limitations upon the payment
of dividends except as reported in the Registrant's Form 10.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
- -----------------------------------------
There have been no defaults in the payment of principal interest, a sinking or
purchase fund installments, or any other default no cured within thirty days,
with respect to any indebtedness of the Registrant or any of its significant
subsidiaries exceeding five percent (5%) of the total assets of the Registrant
and its consolidated subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- -------------------------------------------------------------
No matters were submitted during the first six months of the fiscal year covered
by this report to a vote of security holders.
ITEM 5. OTHER INFORMATION.
- ---------------------------
None.
9
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
- ------------------------------------------
(a) Exhibits.
None
(b) Reports.
No reports on Form 8-K were filed for the quarter ended April
30, 1996.
10
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STARTECH ENVIRONMENTAL CORPORATION
Date: June 14, 1996 By: /S/ John D. Watts
------------- -------------------------------------
John D. Watts
Executive Vice President of Finance
and Administration
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> APR-30-1996
<CASH> 245,970
<SECURITIES> 100,000
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 345,970
<CURRENT-LIABILITIES> 127,043
<BONDS> 0
0
0
<COMMON> 509,165
<OTHER-SE> (290,238)
<TOTAL-LIABILITY-AND-EQUITY> 345,970
<SALES> 10,000
<TOTAL-REVENUES> 10,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 259,640
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,500
<INCOME-PRETAX> (254,140)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
