-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EPk1HqiiYDMkTZ+1dlvihTqn/RZBxVoS6Dx/nNnhYapEJyr4Oa2UAMkY0iAuAfPu SBvPfWmWHdviXvdBnb2Sug== 0000926372-96-000067.txt : 19961206 0000926372-96-000067.hdr.sgml : 19961206 ACCESSION NUMBER: 0000926372-96-000067 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961031 FILED AS OF DATE: 19961205 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITY FIRST ACQUISITION CORP CENTRAL INDEX KEY: 0001021435 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133899021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21683 FILM NUMBER: 96676452 BUSINESS ADDRESS: STREET 1: 245 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126964282 MAIL ADDRESS: STREET 1: 245 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 10-Q 1 FORM 10-Q United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 1996 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-21683 Unity First Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 13-3899021 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 245 Fifth Avenue, Suite 1500, New York, New York 10016 (Address of principal executive offices) (212) 696-4282 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) 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 such filing requirements for the past 90 days. [ ] Yes [X] No Applicable Only to Issuers Involved in Bankruptcy Proceeding 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: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 1,000,875 shares of Common Stock at December 5, 1996 Part I - Financial Information Item 1. Financial Statements The condensed financial statements included herein have been prepared by Unity First Acquisition Corp. (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. While certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, the Company believes that the disclosures made herein are adequate to make the information presented not misleading. UNITY FIRST ACQUISITION CORP. (a development stage entity) BALANCE SHEETS ASSETS October 31, 1996 July 31, 1996 ---------------- ------------- (unaudited) CURRENT ASSETS: Cash $ 563 $ 563 ------------ ---------- DEFERRED REGISTRATION COSTS 250,000 250,000 ------------ ---------- TOTAL ASSETS $ 250,563 $ 250,563 ============ ========== LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accrued registration costs $ 192,083 $ 225,000 Advances from affiliate 95,917 40,500 ------------ ---------- TOTAL CURRENT LIABILITIES 288,000 265,500 ------------ ---------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY (DEFICIT): Preferred stock, $.01 par value, 5,000 shares authorized, no shares issued - - Common stock, $.0001 par value, 20,000,000 shares authorized, 625,000 shares issued and outstanding 63 63 Additional paid-in-capital - - Deficit accumulated during the development stage (37,500) (15,000) ------------ ---------- TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (37,437) (14,937) ------------ ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $ 250,563 $ 250,563 ============ ========== See Selected Notes to Financial Statements UNITY FIRST ACQUISITION CORP. (a development stage entity) STATEMENTS OF OPERATIONS (UNAUDITED) For The Three Months Cumulative Ended Amounts October 31, 1996 from Inception -------------------- -------------- REVENUES $ - $ - ------------- ------------ EXPENSES: General and administrative 22,500 37,500 ------------- ------------ TOTAL EXPENSES 22,500 37,500 ------------- ------------ NET LOSS $ (22,500) $ (37,500) ============= ============ NET LOSS PER COMMON SHARE $ (.04) $ (.06) ============= ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 625,000 625,000 ============= ============ See Selected Notes to Financial Statements UNITY FIRST ACQUISITION CORP. (a development stage entity) STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD MAY 30, 1996 (DATE OF INCEPTION) THROUGH JULY 31, 1996 AND THE THREE MONTHS ENDED OCTOBER 31, 1996 (UNAUDITED)
Deficit Additional Accumulated During Common Stock Paid-In the Development Shares Par Value Capital Stage Total ------ --------- ---------- ------------------ ----------- Issuance of stock to original founders for cash, at par value 625,000 $ 63 $ - $ - $ 63 Net loss for the period May 30, 1996 (date of inception) through July 31, 1996 - - - (15,000) (15,000) ------- ------- ----- --------- --------- Balance, July 31, 1996 625,000 63 - (15,000) (14,937) Net loss for the period ended October 31, 1996 (unaudited) - - - (22,500) (22,500) ------- ------- ----- --------- --------- Balance, October 31, 1996 (unaudited) 625,000 $ 63 $ - $ (37,500) $ (37,437) ======= ======= ===== ========= =========
See Selected Notes to Financial Statements UNITY FIRST ACQUISITION CORP. (a development stage entity) STATEMENTS OF CASH FLOWS (UNAUDITED) For The Three Months Cumulative Ended Amounts October 31, 1996 from Inception -------------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (22,500) $ (37,500) ---------- ----------- NET CASH (USED IN) OPERATING ACTIVITIES (22,500) (37,500) ---------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock - 63 Advances from affiliate 55,417 95,917 Deferred registration costs (32,917) (57,917) ---------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 22,500 38,063 ---------- ----------- NET INCREASE IN CASH - 563 CASH, beginning of period 563 - ---------- ----------- CASH, end of period $ 563 $ 563 ========== =========== See Selected Notes to Financial Statements NOTE 1 - FINANCIAL STATEMENTS The financial statements have been prepared by Unity First Acquisition Corp. ("the Company"), without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at October 31, 1996 and for all periods presented have been made. The results of operations for the period ended October 31, 1996 are not necessarily indicative of the operating results for a full year. Certain information and footnote disclosures prepared in accordance with general accepted accounting principles and normally included in the financial statements have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes included in the Company's Registration Statement on Form S-1 (File No. 333-11165). NOTE 2 - ORGANIZATION AND OPERATIONS The Company was incorporated in the State of Delaware on May 30, 1996 to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other similar business combination (a "Business Combination"). The Company is currently in the development stage. All activity of the Company to date relates to its formation, fund-raising and search to effect a Business Combination. NOTE 3 - SUBSEQUENT EVENT The Company's Registration Statement was declared effective by the Securities and Exchange Commission on November 12, 1996. The Company, pursuant to the terms of its initial public offering ("the Offering"), placed $6,007,500 as of November 19, 1996, in a trust account which was primarily invested in a short-term U.S. Government Security. These funds are subject to release upon the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of the Company. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Unity First Acquisition Corp. (the "Company") was incorporated in May 1996 for the purpose of raising money to fund a vehicle to effect a Business Combination with an operating business. On November 12, 1996 the Company's Registration Statement covering 1,250,000 Units was declared effective by the Securities and Exchange Commission. Each Unit consists of one share of the Company's Common Stock, one Class A Redeemable Warrant and one Class B Redeemable Warrant (hereafter the "Units"). The Company, after the offering and the exercise of the over-allotment option (187,500 Units), had net proceeds of approximately $6,675,000. Approximately $6,007,500 was invested at the Bank of New York pursuant to a Trust Agreement and the balance at the Bank of New York in checking and money market accounts. For the three months ended October 31, 1996 the Company had a net loss of $22,500, primarily attributable to general and administrative expenses. PART III - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (A) Exhibits None (B) Reports on Form 8-K None Signatures 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. Unity First Acquisition Corp. (registrant) Dated: December 5, 1996 By:/s/Lawrence Burstein Lawrence Burstein President By:/s/Norman Leben Norman Leben Secretary (Principal Financial and Accounting Officer) EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS JUL-31-1997 OCT-31-1996 563 0 0 0 0 250,563 0 0 250,563 288,000 0 0 0 63 (37,500) 250,563 0 0 0 0 22,500 0 0 (22,500) 0 (22,500) 0 0 0 (22,500) (.04) (.04)
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