MOTORVAC TECHNOLOGIES INC
10QSB/A, 1996-06-07
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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<PAGE>

                      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

         [_]  TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE   
                                 EXCHANGE ACT

  For the transition period from ____________________ to ____________________

                       Commission file number: 000-28112

                          MOTORVAC TECHNOLOGIES, INC.
       (Exact Name of Small Business Issuer as Specified in Its Charter)

STATE OF DELAWARE                                         33-0522018
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

                              1431 S. VILLAGE WAY
                          SANTA ANA, CALIFORNIA  92705
                    (Address of Principal Executive Offices)

                                 (714) 558-4822
                (Issuer's Telephone Number, Including Area Code)

                                      N/A
- --------------------------------------------------------------------------------
   (Former Name, Former Address and Former Fiscal Year, if Changed Since Last
                                    Report)

     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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. Yes        No    X
          -----      -----

                     (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.

Title                                    Date                        Outstanding
 
Common Stock, $.01 par value        May  31, 1996                     4,404,918
 
Transitional Small Business Disclosure Format (check one);
Yes        No   X
    -----     -----
<PAGE>

 
                          MOTORVAC TECHNOLOGIES, INC.
                     CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>     
<CAPTION>
                                                           Three Months Ended
                                                        -----------  -----------
                                                         MARCH 31     MARCH 31
                                                           1996         1995
                                                        -----------  -----------
<S>                                                     <C>          <C> 
NET SALES                                                1,347,529    1,033,880
COST OF SALES                                              537,751      595,136
                                                        -----------  -----------
                                                       
GROSS PROFIT                                               809,778      438,744
OPERATION EXPENSES                                     
    Selling, General and Administrative Expenses           947,224    1,152,144
    Research and Development Expenses                       14,132      136,369
                                                        -----------  -----------
                                                           961,356    1,288,513
                                                        -----------  -----------
                                                       
LOSS FROM OPERATIONS                                      (151,578)    (849,769)
INTEREST EXPENSE-RELATED PARTIES                           145,865      112,308
                                                       
                                                        -----------  -----------
LOSS BEFORE PROVISION FOR INCOME TAXES                    (297,443)    (962,077)
PROVISION FOR INCOME TAXES                                       0            0
                                                        -----------  -----------
                                                       
NET LOSS                                                  (297,443)    (962,077)
                                                        ===========  ===========
                                                       
                                                       
SUPPLEMENTAL DATA (NOTE 3)                             
    Historical Loss                                       (297,443)
    Proforma reduction in interest expense                 106,263
                                                        -----------  
PRO FORMA NET LOSS                                        (191,180)
                                                        ===========
                                                       
NET LOSS PER  COMMON SHARE                                   (0.04)
                                                        ===========
                                                       
COMMON AND COMMON EQUIVALENT SHARES                      4,438,523
                                                        ===========
</TABLE>      



<PAGE>
 
                                                                    EXHIBIT 11.1

                          MOTORVAC TECHNOLOGIES,INC.
                  CALCULATION OF PROFORMA NET LOSS PER SHARE
                          FOR THE THREE MONTHS ENDED
                                MARCH 31, 1996


<TABLE>     
<S>                                                                 <C> 
Proforma Net Loss:                                               
                                                                 
Net Loss                                                             (297,443)
Proforma Reduction of Interest Expense                                106,263
                                                                              
                                                                    ---------  
Proforma Net Loss                                                    (191,180)
                                                                    ========= 
                                                                              
Proforma Weighted Average Outstanding Common and                              
    Common Equivalent Shares:                                                 
                                                                              
Common Stock Outstanding, December 31, 1995                           948,000 
                                                                              
Common stock equivalents:                                                     
    Conversion of Series A Preferred Stock                            966,247 
    Conversion of Series B Preferred Stock                            570,150 
    Common Shares Issued in Initial Public Offering                 1,100,000 
    Incremental Shares, assuming exercise of options granted                  
        after January 1, 1995                                           6,467 
    Conversion of $4,410,300 of Notes Payable to Related party        820,521 
    Shares Related to repayment of Interest                            27,138 
                                                                    --------- 
Proforma Weighted Average Outstanding Common and                              
    Common Equivalent Shares                                        4,438,523 
                                                                    ========= 
                                                                              
Proforma Net Loss per Share                                             -0.04
                                                                    =========  
</TABLE>      



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