UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-QSB/A
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 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: 0-21864
SOLAR ENERGY RESEARCH CORP.
(Exact name of registrant as specified in charter)
Colorado 84-0672714
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
10075 East County Line Road, Longmont, Colorado 80501
(Address of principal executive office)
Registrant's telephone number, including area code:
(303) 772-3316
(Former name, former address and former fiscal year if changed
since last year)
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 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 registrant has filed all
documents and reports required to be filed by Sections 12, 13, or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes NO ___
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
1,427,596 Common shares outstanding as of July 31, 1996.
SOLAR ENERGY RESEARCH CORP. AND SUBSIDIARY
(A Development Stage Enterprise)
Index
Part I. FINANCIAL STATEMENTS
Item 1. Financial Information
Consolidated, condensed balance sheet
as of March 31, 1996 and December
31, 1995
Consolidated, condensed statements of
operations, three months ended
March 31, 1996 and 1995, January
1, 1992 through March 31, 1996
Consolidated, condensed statements of
cash flows, three months ended March
31, 1996 and 1995 and January 1,
1992 through March 31, 1996
Notes to consolidated, condensed
financial statements, March 31, 1996
Item 2. Plan of Operation
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission Of Matters To A Vote Of
Security Holders
Item 5. Other Information
Item 6. Exhibits And Reports on Form 8-K
Signatures<PAGE>
Solar Energy Research Corp. and Subsidiary
(A Development Stage Enterprise)
Part I. Item 1. Financial Information
Consolidated Condensed Balance Sheet
ASSETS
March 31, December 31,
1996 1995
Assets
Cash $ 729 $ 12,509
Advances to merger
candidate (Note E) 40,000 40,000
Organization costs 915 915
Deferred offering costs
(Note F) 500 500
$ 42,144 $ 53,924
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable $ 8,777 $ 4,228
Other current liabilities 27,476 22,548
Total liabilities 36,253 26,776
Shareholders' Equity
(Note D)
Common stock 651,925 636,925
Other shareholders'
deficit (646,034) (609,777)
Total shareholders' 5,891 27,148
equity
$ 42,144 $ 53,924
See accompanying notes to financial statements.
<PAGE>
Solar Energy Research Corp. and Subsidiary
(A Development Stage Enterprise)
Consolidated Condensed Statements of Operations
Three Months Ended January 1, 1992
March 31, Through March 31,
1996 1995 1996
Costs and expenses
General and admini-
strative, related
parties (Note B) $ 3,750 $ -- $ 133,584
General and admini-
strative 10,258 3,737 44,290
Costs of proposed
acquisition (Note E) 21,860 -- 74,298
Interest expense 389 389 4,940
36,257 4,126 257,112
Net loss $ (36,257) $(4,126) $ (257,112)
Weighted average
shares outstanding 1,292,183 1,008,759 416,150
Net loss per share $ (0.03) $ * $ (0.62)
* Less than $0.01
See accompanying notes to financial statements.
Solar Energy Research Corp. and Subsidiary
(A Development Stage Enterprise)
Consolidated Condensed Statements of Cash Flows
Three Months Ended January 1, 1992
March 31, Through March
1996 1995 31, 1996
Cash flows from
operating activities:
Cash used in
operating activities $ (26,780) $ (2,461) $ (109,271)
Cash flows from financing
activities:
Contributed capital -- 2,461 --
Sale of common stock
(Note D) 15,000 -- 110,000
Cash provided by
financing activities 15,000 2,461 110,000
Net increase (decrease)
in cash and cash
equivalents (11,780) -- 729
Cash and cash equivalents
at beginning of period $ 12,509 -- --
Cash and cash equivalents
at end of period 729 -- 729
Supplementary disclosure
of cash flow information:
Cash paid during the
period for:
Interest $ -- $ -- $ --
Income taxes $ -- $ -- $ --
Noncash financing
activities:
Shares issued to the
president of the
Company in exchange
for debt $ -- $ -- $ 40,018
Shares issued to
related parties in
exchange for debt $ -- $ -- $558,206
Shares issued to
judgment creditors in
exchange for satis-
faction of judgment $ -- $ -- $ 21,815
Shares issued for
services $ -- $ -- $ 66,750
Shares issued for
compensation:
President $ -- $ -- $102,750
Secretary $ -- $ -- $ 1,500
See accompanying notes to financial statements.
<PAGE>
Solar Energy Research Corp. and Subsidiary
(A Development Stage Enterprise)
Notes to Consolidated, Condensed Financial Statements
March 31, 1996
Note A: Basis of presentation
The financial statements presented herein have been prepared by
the Company in accordance with the accounting policies in its
Form 10-KSB report dated December 31, 1995 and should be read in
conjunction with the notes thereto.
In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) which are necessary to a fair
presentation of operating results for the interim periods
presented have been made.
Interim financial data presented herein are unaudited.
Note B: Related party transactions
During the three months ended March 31, 1996, the Company paid
$3,750, for services and payments made on behalf of the Company,
to an unconsolidated affiliate.
An unconsolidated affiliate advanced the Company cash totaling
$382 for the three months ended March 31, 1996.
Note C: Income Taxes
At March 31, 1996, deferred taxes consisted of:
March 31,
1996 1995
Deferred tax asset, net operating
loss carryforward $ 522,132 $ 492,344
Valuation allowance (522,132) (492,344)
Net deferred taxes $ -- $ --
The valuation allowance offsets the net deferred tax asset for
which there is no assurance of recovery.
The Company has available, as of March 31, 1996, unused operating
loss carryforwards for Federal and State purposes of
approximately $1,514,761 each, which expire through the year
2011. The ability of the Company to utilize the carryforwards
may be severely limited should its line of business (solar) or
its ownership change.
Note D: Shareholders' equity
During the three months ended March 31, 1996, the Company issued
30,000 shares of its $.50 par value common stock to an accredited
investor for $15,000 cash. The Company has utilized this cash
together with cash from the sale of its common stock to other
accredited investors to pay certain expenses in connection with
the reverse acquisition of Telegen Corporation ("Telegen"), an
operating California corporation. Shareholders' equity
transactions during the three months ended March 31, 1996,
consisted of the following:
Other
Common Stock Shareholders'
Shares Par Value Equity
Balance at
December 31, 1995 1,273,850 $ 636,925 $ (609,777)
Shares issued for cash,
January 23, 1996 10,000 5,000 --
Shares issued for cash,
February 13, 1996 20,000 10,000 --
Net loss for the three
months ended March
31, 1996 -- -- ( 36,257)
Balance at March 31, 1996 1,303,850 $ 651,925 $ (646,034)
Note E: Proposed Merger
The Company, as a "development stage corporation", together with
its merger candidate, Telegen, have executed a definitive
agreement whereby the Company will acquire Telegen in a reverse
acquisition. Telegen was founded in 1990, and is engaged in the
design, development, manufacture (through contract manufacturers)
and sales (through manufacturers, representatives and private
label resellers), intelligent telecommunications products which
provide supplementary features to existing telephone equipment
and services for customers and small businesses.
The Company has advanced to Telegen and otherwise incurred
certain legal and accounting pre-acquisition costs. As of March
31, 1996, the Company had incurred pre-acquisition costs totaling
$114,298; $40,000, previously advanced to Telegen plus other
costs of the merger, paid by the Company, totaling $74,298. From
April 1, 1996 through May 31, 1996, the Company incurred an
additional $57,575, resulting in a total of $171,873 in
pre-acquisition costs incurred by the Company. Telegen has
agreed to pay the remaining costs and expenses related to
completing the acquisition incurred subsequent to May 31, 1996,
and to advance the Company $28,000 for the Company's remaining
acquisition costs and expenses. Further, should Telegen cancel
the transaction, Telegen is obligated to reimburse the Company
the $171,873 for the pre-acquisition costs incurred by the
Company through May 31, 1996.
As part of the reorganization, the Company will execute a 7.25
for 1 reverse split of its shares. The Company plans to issue
approximately 4,453,455 (post-split) shares of common stock to
acquire all of the then outstanding shares of Telegen. In
addition, the Company plans to reincorporate in California and
the definitive agreement calls for Telegen to be acquired by the
California corporation.
Note F: Private Offering
The Company was engaged in a private offering of its $.50 par
value common stock in an effort to raise funds for
pre-acquisition costs related to the proposed merger. As of
March 31, 1996, the Company raised $110,000. During the second
quarter ended June 30, 1996, the Company received cash proceeds
of $56,873 from the issuance of 113,746 shares of its $.50 par
value common stock in connection with the private offering.
Effective July 1, 1996, the Company discontinued the private
offering.
In connection with the offering of its common shares, the Company
incurred offering costs consisting of legal fees totaling $500 as
of March 31, 1996. The costs are reflected in the accompanying
financial statements as deferred offering costs, which will be
offset against proceeds during the period that the private
offering was discontinued.
Note G: Subsequent Events
On April 3, 1996, the Company issued 10,000 shares of its $.50
par value common stock for payment of $5,000 in legal fees.
Part I
Item 2. Plan of Operation
Liquidity and Capital Resources
During the three months ended March 31, 1996, the Company issued
30,000 shares of its $.50 par value common stock to an accredited
investor for $15,000 cash. Subsequent to the end of the quarter
for which this Quarterly Report is filed, the Company issued
10,000 shares of its $.50 par value common stock for payment of
$5,000 in legal fees. In addition, the Company paid for costs of
a proposed merger. No other material changes to the Company's
financial condition occurred during the quarter to which this
Quarterly Report is filed.
The Company, as a "development stage corporation", together with
its merger candidate, Telegen Corporation ("Telegen") have
executed a definitive agreement whereby the Company will acquire
Telegen in a reverse acquisition. Telegen was founded in 1990,
and is engaged in the design, development, manufacture (through
contract manufacturers) and sales (through manufacturers,
representatives and private label resellers), intelligent
telecommunications products which provide supplementary features
to existing telephone equipment and services for customers and
small businesses.
The Company has advanced to Telegen and otherwise incurred
certain legal and accounting pre-acquisition costs. As of March
31, 1996, the Company had incurred pre-acquisition costs totaling
$114,298; $40,000, previously advanced to Telegen plus other
costs of the merger, paid by the Company, totaling $74,298. From
April 1, 1996 through May 31, 1996, the Company incurred an
additional $57,575, resulting in a total of $171,873 in
pre-acquisition costs incurred by the Company. Telegen has
agreed to pay the remaining costs and expenses related to
completing the acquisition incurred subsequent to May 31, 1996,
and to advance the Company $28,000 for the Company's remaining
acquisition costs and expenses. Further, should Telegen cancel
the transaction, Telegen is obligated to reimburse the Company
the $171,873 for the pre-acquisition costs incurred by the
Company through May 31, 1996.
As part of the reorganization, the Company will execute a 7.25
for 1 reverse split of its shares. The Company plans to issue
approximately 4,453,455 (post-split) shares of common stock to
acquire all of the then outstanding shares of Telegen. In
addition, the Company plans to reincorporate in California and
the definitive agreement calls for Telegen to be acquired by the
California corporation.
The Company was engaged in a private offering of its $.50 par
value common stock in an effort to raise funds for
pre-acquisition costs related to the proposed merger. As of
March 31, 1996, the Company raised $110,000. During the second
quarter ended June 30, 1996, the Company received cash proceeds
of $56,873 from the issuance of 113,746 shares of its $.50 par
value common stock in connection with the private offering.
Effective July 1, 1996, the Company discontinued the private
offering.
In connection with the offering of its common shares, the Company
incurred offering costs consisting of legal fees totaling $500 as
of March 31, 1996. The costs are reflected in the accompanying
financial statements as deferred offering costs, which will be
offset against proceeds during the period that the private
offering was discontinued.
Results of Operations
Other than those in connection with the proposed reverse
acquisition, no operations were conducted during the most recent
quarter. Expenses in the current quarter primarily consisted of
costs related to the proposed reverse acquisition. These costs
are not comparable with those of the year earlier quarter. The
year earlier quarter consisted of general and administrative
expenses.
PART II - Other Information
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission Of Matters To Vote Of Security Holders
Not applicable
Item 5. Other information
Not applicable
Item 6. Exhibits And Reports On Form 8-K
a) Exhibits
Not applicable
b) Reports On Form 8-K
Not applicable
SIGNATURES
The financial information furnished herein has not been audited
by an independent accountant; however, in the opinion of
management, all adjustments (only consisting of normal recurring
accruals) necessary for a fair presentation of the results of
operations for the three months ended March 31, 1996 have been
included.
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.
SOLAR ENERGY RESEARCH CORP.
(Registrant)
/s/ James B. Wiegand
Date: August 1, 1996 James B. Wiegand
President
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