-----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, MDxFWq2UrOYswHlvye3GJdnxi9r6Zr+4kzzRCgsY65fMZw0JtJo8ZwS+d+JIbaKm r19Avd+hMOyXxxROb2DArw== 0001047469-97-007282.txt : 19971211 0001047469-97-007282.hdr.sgml : 19971211 ACCESSION NUMBER: 0001047469-97-007282 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971031 FILED AS OF DATE: 19971210 SROS: NASD 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: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-21683 FILM NUMBER: 97735357 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, 1997 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-21638 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) (Zip Code) (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 of 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. [X] Yes [ ] 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. 1,875,000 shares of Common Stock at December 10, 1997 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, 1997 JULY 31, 1997 ---------------- ------------- (Unaudited) Cash and cash equivalents $ 201,309 $ 266,533 Restricted cash and investments 6,271,422 6,198,488 ----------- ----------- TOTAL ASSETS $6,472,731 $ 6,465,021 ----------- ----------- ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ LIABILITIES: Accrued expenses $ 63,610 $ 67,634 Income taxes payable 3,604 3,575 ----------- ----------- TOTAL LIABILITIES 67,214 71,209 ----------- ----------- COMMITMENTS AND CONTINGENCIES Common stock, $.0001 par value, 249,875 shares subject to possible conversion, at conversion value 1,253,623 1,239,380 ----------- ----------- SHAREHOLDERS' EQUITY: Preferred stock, $.01 par value, 5,000 shares authorized, no shares issued or outstanding - - Common stock, $.0001 par value, 20,000,000 shares authorized, 1,625,125 and 625,000 shares issued and outstanding (excluding 249,875 shares subject to possible conversion) 163 163 Additional paid-in capital 5,148,389 5,162,632 Retained earnings (deficit) accumulated during the development stage 3,342 (8,363) ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 5,151,894 5,154,432 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $6,472,731 $6,465,021 ----------- ----------- ----------- ----------- See Accompanying Selected Notes to Financial Statements UNITY FIRST ACQUISITION CORP. (a development stage entity) STATEMENTS OF OPERATIONS (UNAUDITED) ================================================================================
FOR THE CUMULATIVE THREE MONTHS ENDED AMOUNTS OCTOBER 31, FROM INCEPTION ----------------------------------- -------------- 1997 1996 --------------- --------------- (Unaudited) (Unaudited) REVENUES $ - $ - $ - ------------- ---------- --------- EXPENSES: General and administrative 55,956 22,500 263,445 ------------- ---------- --------- OTHER INCOME: Interest and dividends 75,524 - 278,225 ------------- ---------- --------- OPERATING INCOME (LOSS) 19,568 (22,500) 14,780 PROVISION FOR INCOME TAXES 7,863 - 11,438 ------------- ---------- --------- NET INCOME (LOSS) $ 11,705 $ (22,500) $ 3,342 ------------- ---------- --------- ------------- ---------- --------- NET INCOME (LOSS) PER COMMON SHARE $ .01 $ (.04) ------------- ---------- ------------- ---------- WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,875,000 625,000 ------------- ---------- ------------- ----------
See Accompanying Selected Notes to Financial Statements UNITY FIRST ACQUISITION CORP. (A DEVELOPMENT STAGE ENTITY) STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE MONTHS ENDED OCTOBER 31, 1997 (UNAUDITED) ================================================================================
RETAINED EARNINGS (DEFICIT) ACCUMULATED COMMON STOCK ADDITIONAL DURING THE --------------------- PAID-IN DEVELOPMENT SHARES PAR VALUE CAPITAL STAGE TOTAL ---------- --------- ------------ ------------------ ---------------- Balance, August 1, 1997 1,875,000 $ 163 $5,162,632 $(8,363) $5,154,432 Net income for the three months ended October 31, 1997 - - - 11,705 11,705 Increase in value attributable to common shares subject to possible conversion - - (14,243) - (14,243) --------- ------ ---------- ------- ---------- Balance, October 31, 1997 1,875,000 $ 163 $5,148,389 $ 3,342 $5,151,894 --------- ------ ---------- ------- ---------- --------- ------ ---------- ------- ----------
See Accompanying 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, 1997 FROM INCEPTION ----------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 11,705 $ 3,342 CHANGES IN CERTAIN ASSETS AND LIABILITIES: Increase (decrease) in accrued expenses (4,024) 88,610 Increase in income taxes payable 29 3,604 --------- ---------- NET CASH PROVIDED BY OPERATING ACTIVITIES 7,710 95,556 --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock - 6,402,175 Advances from affiliate - 95,917 Repayment to affiliate - (95,917) Deferred registration costs - (25,000) --------- ---------- NET CASH PROVIDED BY FINANCING ACTIVITIES - 6,377,175 --------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: (Increase) in restricted cash and investments (72,934) (6,271,422) --------- ---------- NET DECREASE (INCREASE) IN CASH AND CASH EQUIVALENTS (65,224) 201,309 CASH AND CASH EQUIVALENTS, beginning of period 266,533 - --------- ---------- CASH AND CASH EQUIVALENTS, end of period $201,309 $ 201,309 --------- ---------- --------- ---------- See Accompanying Selected Notes to Financial Statements UNITY FIRST ACQUISITION CORP. (A DEVELOPMENT STAGE ENTITY) 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, 1997 and for all periods presented have been made. The results of operations for the period ended October 31, 1997 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 annual report Form 10K for the year ended July 31, 1997. 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 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES UTILIZATION OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. UNITY FIRST ACQUISITION CORP. (A DEVELOPMENT STAGE ENTITY) SELECTED NOTES TO FINANCIAL STATEMENTS ================================================================================ NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) NET INCOME (LOSS) PER COMMON SHARE Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. In 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share" . This statement establishes standards for computing and presenting earnings per share ("EPS"), replacing the presentation of currently required primary EPS with a presentation of Basic EPS. For entities with complex capital structures, the statement requires the dual presentation of both Basic EPS and Diluted EPS on the face of the statement of operations. Under this new standard, Basic EPS is computed based on the weighted average number of shares actually outstanding during the year. Diluted EPS includes the effect of potential dilution from the exercise of outstanding dilutive stock operations and warrants into common stock using the treasury stock method. SFAS No. 128 is effective for financial statements issued for periods ending after December 15, 1997, and early application is not permitted. The Company does not expect the adoption of this statement to have a material effect on its financial position or on the results of operations. NOTE 4 - RESTRICTED CASH AND INVESTMENTS 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) written notification by the Company of its need for all or substantially all of the net proceeds for the purpose of implementing or facilitating the implementation of a Business Combination or (ii) the liquidation of the Company. UNITY FIRST ACQUISITION CORP. (A DEVELOPMENT STAGE ENTITY) SELECTED NOTES TO FINANCIAL STATEMENTS ================================================================================ NOTE 5 - PENDING ACQUISITION On September 19, 1997, the Company entered into a letter of intent to effectuate a Business Combination with Prism Systems, Inc. ("Prism"), a Chicago-based computer systems integrator principally engaged in the development and marketing of voter registration information management systems for public sector use, in exchange for an approximately 80% interest in the Company. The Company anticipates that the merger will be accounted for as a "reverse merger" which would result in Prism being treated as the purchaser in the transaction. Prism will use the purchase method of accounting for the transaction and contemplates no resulting goodwill. Consummation of the proposed Business Combination is subject to, among other conditions, the negotiation and execution of a definitive merger agreement and approval by the Company's public stockholders. There can be no assurance that the proposed Business Combination will be successfully consummated. 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, had net proceeds of approximately $6,402,000. Approximately $6,007,500 was invested in an interest bearing Trust Fund at The Bank of New York and the balance at the same banking institution in checking and money market accounts. For the three months ended October 31, 1997, the Company had net income of $11,705 attributable to interest income of $75,524, offset by operating expenses of $55,956, primarily consisting of management and professional fees, and income taxes of $7,863. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (A) Exhibits (i) Financial Data Schedule (Exhibit 27) (B) Reports on Form 8-K Inapplicable 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 11, 1997 By:/s/ Lawrence Burstein ----------------------------- Lawrence Burstein President (Principal Executive Officer) By:/s/ Norman Leben ----------------------------- Norman Leben Secretary (Principal Financial and Accounting Officer) EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS JUL-31-1998 OCT-31-1997 201,309 0 0 0 0 6,472,731 0 0 6,472,731 67,214 0 0 0 163 1,253,623 6,472,731 0 0 0 55,956 0 0 0 19,568 7,863 11,705 0 0 0 11,705 .01 .01
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