THIS DOCUMENT IS A COPY OF THE 10-Q FILED ON AUGUST 1, 1997 PURSUANT TO A RULE
201 TEMPORARY HARDSHIP EXEMPTION
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the six months ended Commission File Number
June 30, 1997 0-23328
ZERON ACQUISITIONS II, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 13-3666344
(State of Other Jurisdiction of I.R.S. Employer
Incorporation or Organization) Identification No.
370 Lexington Avenue, 19th Floor, New York, New York 10017
(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, Including Area Code (212) 687-4230
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 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the issuer has filed all documents and reports
required to be filed by Sections 2, 13 or 15(d) of the Securities Act of 1934
subsequent to the distribution of securities under a plan confirmed by a
court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock $.001 par value, 278,750
(Title of Class) (Shares outstanding at
June 30, 1997)
<PAGE>
ZERON ACQUISITIONS II, INC.
INDEX
Page
PART I FINANCIAL INFORMATION
ITEM 1 Financial Statements
Balance Sheet as of June 30, 1997
(unaudited) and December 31, 1996 3
Statement of Operations For the Six
Months Ended June 30, 1997 and
1996 (unaudited) 4
Statement of Stockholders' Equity
(unaudited) 5
Statement of Cash Flows For the
Six Months Ended June 30, 1997
& 1996 (unaudited) 6
Notes to Financial Statements 7-8
ITEM 2 Management's Discussion and
Analysis of Results of Operations 9
Signatures 10
<PAGE>
ZERON ACQUISITIONS II, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
June 30, December 31,
1997 1996
(unaudited)
Current Assets
Cash and Equivalents (Note 1) $ 536,244 $ 530,337
Loan Receivable 2,331 2,331
Prepaid Taxes 870 -0-
Total Current Assets $ 539,445 $ 532,668
Other Assets
Organization Costs-Net of Amortization (Note 1) -0- 17
TOTAL ASSETS $ 539,445 $ 532,685
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payables and Accrued Expenses $ 28,800 $ 15,300
Commitments and Other Matters (Note 3)
Stockholders' Equity (Note 2)
Common Stock, par value $.001; authorized
75,000,000 shares, issued and outstanding
278,750 shares in 1997 and 1996 279 279
Preferred Stock, par value $.001 authorized
15,000,000 shares, none issued and outstanding -0- -0-
Additional Paid-In Capital 624,860 624,860
Deficit Accumulated During Development Stage (114,494) (107,754)
TOTAL STOCKHOLDERS' EQUITY 510,645 517,385
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 539,445 $ 532,685
The accompanying notes are an integral part of this financial statement.
<PAGE>
ZERON ACQUISITIONS II, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE PERIODS
January 1, January 1, November 16, 1992
to to (Inception)
June 30, June 30, through
1997 1996 June 30, 1997
INTEREST INCOME: $12,931 $11,814 $ 65,576
EXPENSES:
Consulting (Note 3) 7,500 -0- 51,875
Rent (Note 3) 7,500 -0- 51,875
Corporation Franchise Taxes 495 346 7,731
Filing Fees 2,217 2,222 13,336
Amortization 17 50 500
Bank Charges 230 212 2,165
Office 12 -0- 1,852
Professional Fees 1,700 5,619 50,736
Total Expenses 19,671 8,449 180,070
NET LOSS $(6,740) $ 3,365 $(114,494)
NET LOSS PER COMMON SHARE $( .02) $( .01)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 278,750 278,750
The accompanying notes are an integral part of this financial statement.
<PAGE>
ZERON ACQUISITIONS II, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Total
Additional Stock-
Common Paid-In Accumulated Holders
Stock Capital (Deficit) Equity
Issuance of Common Shares on
June 4, 1992 at par value
($.001 per share) For Cash $160 $ 1,440 $ 1,600
Sale of 18,750 Shares for Cash
in July, 1992 19 29,981 30,000
Net Loss-Inception to December
31, 1992 $ ( 62) ( 62)
Net Loss-December 31, 1993 (1,766) ( 1,766)
Sale of 100,000 Shares-
January 13, 1994 100 624,900 625,000
Deferred Offering Costs Charged
to Paid-In Capital (31,461) (31,461)
Net Loss-December 31, 1994 (27,184) (27,184)
Balance-December 31, 1994 279 624,860 (29,012) 596,127
Net Loss (35,005) (35,005)
Balance-December 31, 1995 279 624,860 (64,017) 561,122
Net Loss (43,737) (43,737)
Balance-December 31, 1996 279 624,860 (107,754) 517,385
Net Loss (6,740) (6,740)
Balance-June 30, 1997 $279 $624,860 $(111,494) $510,645
The accompanying notes are an integral part of this financial statement.
<PAGE>
ZERON ACQUISITIONS II, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(UNAUDITED)
FOR THE PERIODS
January 1, January 1, November 16, 1992
to to (Inception)
June 30, June 30, through
1997 1996 June 30, 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $( 6,740) $ 3,365 $(114,494)
Adjustments to reconcile net loss
to net cash used in operating
activities
Amortization 17 50 500
CHANGES IN ASSETS AND LIABILITIES:
Loan Receivable -0- (2,331) (2,331)
Other Assets ( 870) ( 588) (1,370)
Accounts Payable and
Accrued Expenses 13,500 7,100 28,800
Cash Provided (Used) in
Operations 5,907 (6,604) 88,895
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock-
Net of Costs -0- -0- 625,139
NET INCREASE (DECREASE) IN
CASH & EQUIVALENTS 5,907 (6,604) 536,244
CASH & EQUIVALENTS -
BEGINNING OF YEAR 530,337 568,105 -0-
CASH & EQUIVALENTS -
END OF YEAR $536,244 $561,501 $ 536,244
The accompanying notes are an integral part of this financial statement.
<PAGE>
ZERON ACQUISITIONS II, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Background
Zeron Acquisitions II, Inc. (the Company) was organized under the laws of
the State of Nevada on March 6, 1992. Its purpose is to provide a vehicle to
acquire or merge with another entity. Since the Company has not yet begun
operations, it is considered a development stage Company.
Basis of Presentation
The unaudited financial statements included herein have been prepared by
Zeron Acquisitions II, Inc. pursuant to the rules and regulations of the
Securities and Exchange Commission. These financial statements reflect, in
the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position and
results of operations as of and for the periods indicated. Certain
information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes the disclosures which are made,
when read in conjunction with the audited fiscal 1996 financial statements,
are adequate to make the information presented not misleading.
Cash & Equivalents
Cash and equivalents are stated at cost plus accrued interest. The
Company considers all highly liquid investments with a maturity date of three
months or less to be cash equivalents.
Concentration of Credit Risk
At June 30, 1997 and December 31, 1996, the Company maintained all its
cash in one commercial bank.
Organization Costs
Organization costs are being amortized on the straight line method over a
period of five years.
Loss Per Share of Common Stock
Net loss per share of common stock is based on the weighted average
number of shares outstanding during each period.
<PAGE>
ZERON ACQUISITIONS II, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STTEMENTS
JUNE 30, 1997
(CONTINUED)
NOTE 2 - STOCKHOLDERS' EQUITY
The Company is authorized to issue 75,000,000 common shares with a par
value of $.001, and 15,000,000 blank check preferred shares with a par value
of $.001. On June 4, 1992, the Company issued a total of 160,000 shares of
its common stock to its officers for a total consideration of $1,600 ($.01 per
share).
On June 4, 1992, the Board of Directors authorized the sale, through a
self underwriting, a minimum of 100,000 Common Shares and a maximum of 200,000
Common Shares at $6.25 per share.
During the period of July 1, 1992 through July 15, 1992, the Company
issued a total of 18,750 shares of its common stock ($.001 par value) to
various individuals for a total consideration of $30,000 ($1.60 per share).
On January 14, 1994, the Company closed on the minimum of 100,000 shares
at an aggregate of $625,000.
NOTE 3 - COMMITMENTS AND OTHER MATTERS
a. The Company currently utilizes the office of its President.
Pursuant to an oral agreement, these facilities are provided on an annual
basis for $15,000 per year commencing January 14, 1994, the closing of the
Company's public offering.
b. The Company entered into a consulting agreement with the Zeron
Group, Inc., a New York corporation. The Company's Chairman of the Board of
Directors, has been chairman of the Zeron Group, Inc. since May, 1989. The
annual fee pursuant to the agreement is $15,000 commencing January 14, 1994,
the closing of the Company's public offering. Pursuant to the consulting
agreement, the Zeron Group, Inc. will devote up to five hours per month in the
search for and evaluation of potential acquisitions.
c. Certain conflicts of interest have existed and will continue to
exist between management, their affiliates and the Company. Management have
other interests including business interests to which they devote their
primary attention. Management may continue to do so not withstanding the fact
that management time should be devoted to the business of the Company and in
addition, management may negotiate an acquisition resulting in a conflict of
interest and possibly, a breach of directors' duty of loyalty to the Company.
<PAGE>
ZERON ACQUISITIONS II, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
JUNE 30, 1997
At June 30, 1997, the Company's current assets amounted to $539,495,
while current liabilities amounted to $28,800.
The Company has been seeking potential business ventures in which, in the
opinion of management, would provide a profit to the Company.
PART II OTHER INFORMATION
Item 1 Legal Proceedings - None
Item 2 Changes in Securities - None
Item 3 Defaults Upon Senior Securities - None
Item 4 Submission of Matters to a Vote of Securities Holders
- None
Item 5 Other Information - None
Item 6 Exhibits and Reports on Form 8-K - None
<PAGE>
SIGNATURES
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.
ZERON ACQUISITIONS II, INC.
Gary Takata
By:______________________________
Gary Takata
President and Director
Date: August 1, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited financial statements of June 30, 1997 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 536,244
<SECURITIES> 0
<RECEIVABLES> 2,331
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 539,445
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 539,445
<CURRENT-LIABILITIES> 28,800
<BONDS> 0
0
0
<COMMON> 279
<OTHER-SE> 624,860
<TOTAL-LIABILITY-AND-EQUITY> 539,445
<SALES> 0
<TOTAL-REVENUES> 12,931
<CGS> 0
<TOTAL-COSTS> 19,671
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,740)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,740)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,740)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
