-----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, RwLgaLJ69Keet+AF2Cs6mcEivAV/n9KCWrmrmadQ1D2kQDX/ggkWz7gu4jtmUaIy +7HRb2XcFraA32fJOtrKow== 0001012118-97-000075.txt : 19970514 0001012118-97-000075.hdr.sgml : 19970514 ACCESSION NUMBER: 0001012118-97-000075 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970513 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JEC LASERS INC CENTRAL INDEX KEY: 0000354697 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 222175591 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-10677 FILM NUMBER: 97601612 BUSINESS ADDRESS: STREET 1: 441 MARKET ST STREET 2: PO BOX 933 CITY: SADDLE BROOK STATE: NJ ZIP: 07662 BUSINESS PHONE: 2018436600 MAIL ADDRESS: STREET 1: 441 MARKET ST STREET 2: P O BOX 933 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 10QSB 1 10QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (For the Quarter ended March 31, 1997) Commission File Number 1-12689 Genisys Reservation Systems, Inc. And Subsidiary (formerly Robotic Lasers, Inc.) (Exact Name of registrant as specified in its charter) New Jersey 22-2719541 (State or other jurisdiction of (I.R.S. employer incorporation or organization) Identification no.) 2401 Morris Avenue, Union, New Jersey 07083 (Address of principal executive offices) (Zip Code) (908) 810-8767 Issuer's Telephone Number including Area Code Checkwhether the issuer: (1) 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 periods 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 Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes No 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: As of March 31, 1997: 4,330,594 shares of Common Stock (as adjusted for stock split) Transitional Small Business Disclosure Format (check one) Yes X No 1 GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY (formerly Robotic Lasers, Inc.) ( A development Stage Enterprise) CONSOLIDATED STATEMENTS OF OPERATIONS
Period From March 7, 1994 (Commencement of Three Months Ended Development Stage March 31 March 31 Activities ) to 1997 1996 March 31, 1997 -------------- ---------------- -------------- REVENUES AND EXPENSES DURING THE DEVELOPMENT STAGE Revenue $ -- $ -- $ -- --------------- -------------------- -------- Expenses: General and Administrative 215,017 178,859 1,572,713 Depreciation and Amortization 31,872 18,662 148,380 Interest Expense, net 46,818 22,148 217,617 ------------ ---------------- ------------- 293,707 219,669 1,938,710 ----------- --------------- ----------- NET (LOSS) INCURRED DURING THE DEVELOPMENT STAGE ($293,707) ($ 219,669) ($1,938,710) ========== =============== ============ NET (LOSS) PER COMMON SHARE ($ .09 ) ($ .08 ) ($ .83 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 3,420,594 2,816,075 2,326,427 ========== ================= ===========
See Accompanying Notes to Financial Statements 3 GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY (formerly Robotic Lasers, Inc.) A Development Stage Enterprise CONSOLIDATED BALANCE SHEETS
March December 31, 1997 31, 1996 -------- -------- (unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 4,678,552 $ 91,548 Prepaid Expenses 1,235 1,081 -------------- ------------- Total Current Assets 4,679,787 92,629 EQUIPMENT, NET OF ACCUMULATED DEPRECIATION OF $80,221and $65,102 226,205 235,285 OTHER ASSETS Computer software costs, less accumulated amortization of $45,748 and $35,215 332,638 312,171 Deferred offering costs -- 153,210 Debt issue costs, less accumulated amortization of $15,653 and $10,957 40,697 45,393 Deposits and Other 64,850 64,910 -------------- ----------- $ 5,344,177 $ 903,598 ----------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) CURRENT LIABILITIES: Current maturities of long-term debt $ 214,089 $ 161,282 Accounts payable and accrued expenses 605,576 304,490 Due to related parties 36,152 29,652 Accrued interest payable - related parties 117,831 95,748 Accrued consulting fees - related parties 130,067 101,500 ------------ ---------- Total current liabilities 1,103,715 692,672 LONG-TERM DEBT: Long-term debt, less current maturities 954,219 1,009,757 10% Promissory notes payable 563,500 563,500 Convertible notes payable --- 30,000 ------------------ ----------- Total Liabilities 2,621,434 2,295,929 ------------ --------- COMMITMENTS: STOCKHOLDERS' EQUITY (DEFICIENCY): Preferred Stock, $.0001 Par Value: 25,000,000 Shares Authorized; None Outstanding Common Stock, $.0001 Par Value; 75,000,000 Shares Authorized; 4,330,594 and 3,280,594 Shares Issued and Outstanding 433 328 Additional Paid in Capital 4,661,020 252,344 Deficit Accumulated During the Developmental Stage ( 1,938,710) (1,645,003) ------------ ---------- Total Stockholders' Equity (Deficiency) 2,722,743 (1,392,331) ------------ ---------- $ 5,344,177 $ 903,598 =========== ===========
See Accompanying Notes to Financial Statements 2 GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY (formerly Robotic Lasers, Inc.) (A Development Stage Enterprise) CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) (Unaudited)
Deficit Accumulated Additional During The Common Stock Paid-In Development Total Shares Par Value Capital Stage BALANCE - DECEMBER 31, 1996 ($1,392,331) 3,280,594 $328 $ 252,344 ($1,645,003) CONTRIBUTION TO CAPITAL BY STOCKHOLDER/OFFICER 19,700 19,700 PROCEEDS FROM PUBLIC OFFERING OF COMMON STOCK AND WARRANTS, LESS RELATED COSTS OF $1,264,419 4,359,081 1,035,000 103 4,358,978 CONVERSION OF CONVERTIBLE NOTES PAYABLE TO COMMON STOCK 30,000 15,000 2 29,998 NET LOSS ( 293,707) --- --- --- ( 293,707) ----------- ----------------- --------- ------------------ --------- BALANCE AT MARCH 31, 1997 $2,722,743 4,330,594 $433 $4,661,020 ($1,938,710) ========== ========= ---- ---------- ------------
See Accompanying Notes to Financial Statements 4 GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Period from (Commencement of Development Stage Activities) Three Months Ended Three Months Ended Through March 31, March 31, March 31, 1997 1996 1997 -------------------------- ---------------------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net Loss ($ 293,707) ( $219,669) ($1,938,710) Adjustment to Reconcile Net (Loss) to Net Cash Flows from Operating Activities: Depreciation and Amortization 31,872 18,662 148,380 Contribution of services rendered to capital -- 49,600 Changes in operating assets and liabilities: Prepaid expenses ( 154) 703 ( 1,235) Other Assets -- ( 1,979) ( 65,564) Accounts Payable and Accrued Expenses 351,736 83,977 839,387 ------------ ------------ ------------- NET CASH FLOWS FROM OPERATING ACTIVITIES 89,747 ( 118,306) ( 968,142) ------------- ------------ -------------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of Equipment and Software ( 37,039) ( 55,975) ( 684,812) ------- ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES Loans and advances from related parties 6,500 -- 36,152 Proceeds from Issuance of Notes Payable 70,000 75,00 1,025,000 Payments under Notes Payable ( 65,000) -- ( 65,000) Payments under Computer Equipment Leases ( 9,195) ( 8,201) ( 72,271) Proceeds from sale and lease-back -- 25,117 294,644 Proceeds from Issuance of Convertible Notes -- -- 30,000 Gross Proceeds from public offering of Common Stock and Warrants 5,623,500 -- 5,623,500 Proceeds from sale of Common Stock -- 60,000 110,000 Contribution to capital - stockholder/officer 19,700 -- 96,400 Proceeds from issuance of 10% Promissory Notes and Related Warrants -- -- 575,000 Costs paid upon issuance of Promissory Notes and Related Warrants -- -- (57,500) Deferred offering costs ( 1,111,209) -- ( 1,264,419) ------------ -------------------- ------------ NET CASH FLOWS FROM FINANCING ACTIVITIES 4,534,296 151,916 6,331,506 ----------- ------------ ----------- NET CHANGE IN CASH 4,587,004 ( 22,365) 4,678,552 CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD 91,548 22,613 -- ------------- --------------- ------------- CASH AND CASH EQUIVALENTS END OF PERIOD $ 4,678,552 $ 24 $4,678,552 =========== ============== =========== SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ $ $ 46,213 ----- --------- ------------ Net liabilities assumed in reverse acquisition $ -- $ -- $ 14,087 ----------- ------------------ ------------ Conversion of notes payable into common stock $ 30,000 $ -- $ 50,109 ============= ================ ============
See Accompanying Notes to Financial Statements 5 ENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY (formerly Robotic Lasers, Inc.) (A Development Stage Enterprise) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1 Basis of Presentation The consolidated balance sheet at the end of the preceding fiscal year has been derived from the audited consolidated balance sheet contained in the Company's Form 10-KSB and is presented for comparative purposes. All other financial statements are unaudited. 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 of all periods presented have been made. The results of operations for interim periods are not necessarily indicative of the operating results for the full year. Footnote disclosures normally included in financial statements prepared in accordance with the generally accepted accounting principles have been omitted in accordance with the published rules and regulations of the Securities and Exchange Commission. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-KSB for the most recent fiscal year. Note 2 Activities of the Company The Company is a development stage Company and is developing a computerized limousine reservation and payment system for the business traveler. The Company anticipates that the proprietary software being developed will enable a system of limousine reservations to be completely computerized and operate without human intervention. The Company has generated no revenues and has no commercial operations to date. The Company has been unprofitable since inception and expects to incur additional operating losses. The Company expects to commence generating revenue from operations during the fiscal year ending December 31, 1997. Note 3 Long-term Debt Notes Payable --- Stockholder --- In February 1995, the Company signed an agreement with a then unrelated party pursuant to which the Company borrowed $500,000 as evidenced by a series of Convertible Promissory Notes. In September 1995, the Convertible Promissory Notes were converted into 841,455 shares of the Company's common stock and two Promissory Notes with principal amounts of $475,000 and $25,000, respectively. Such 841,455 shares had been contributed back to the Company by its original stockholders who acquired the shares in March 1994. For accounting purposes, such transaction has been treated as a 2 for 3 reverse stock split. The common stock issued upon conversion and the related debt discount ($13,406) have been recorded based upon their estimated fair values and that of the notes. The $475,000 note is to be repaid in twelve equal quarterly installments commencing two years from the date of such note. This note bears interest at nine percent (9%) per annum payable quarterly. The $25,000 promissory note accrues interest at nine percent (9%) per annum (payable quarterly) and is convertible at the sole option of the note holder into 266,667 shares of common stock of the Company. Unless previously converted, this $25,000 note will be repaid by the Company in twelve equal quarterly installments commencing on April 1, 1998. In December 1995, the Company and this stockholder signed an additional loan agreement 6 whereby the stockholder agreed to loan the Company up to an additional $250,000. In December 1995, the stockholder loaned the Company $150,000 and, during the first quarter of 1996, the stockholder loaned the Company an additional $100,000. In November 1996, the stockholder converted these additional loans, totaling $250,000, into two 9% term notes ($237,500 and $12,500) and 420,728 shares of common stock of the Company. The common stock issued upon conversion and the related debt discount ($6,703) have been recorded based upon their estimated fair values and that of the notes. The $237,500 note is to be repaid in 12 equal quarterly installments commencing two (2) years from the date of such note. The $12,500 note is convertible into 133,333 shares of common stock of the Company. Unless previously converted, this $12,500 note will be repaid by the Company in twelve equal quarterly installments commencing on April 1, 1998. Total borrowings from the stockholder totaled $750,000 at December 1996. The Company has not paid any interest under these loan agreements to date. In February 1997, the stockholder agreed that interest payments on its notes, which were in default, would be deferred until September 1997. The stockholder also waived any defaults on the notes through February 1997. Notes Payable --- Related Party --- During November and December 1996, the Company and Loeb Holding Corporation signed four 18 month Promissory Notes whereby Loeb Holding Corporation loaned the Company a total of $210,000. Such notes bear interest at 10% and mature in May and June 1998. Note 4 Computer Equipment Leases In September 1995, January 1996 and December 1996, the Company entered into sale and lease-back arrangements with LTI Ventures Leasing Corporation (LTI) whereby the Company sold the bulk of its computer hardware and commercially purchased software to LTI for amounts totaling $295,000 and agreed to lease back such equipment for initial terms ranging from 24 to 30 months at a monthly rental totaling $11,960. As a consideration for entering into the aforementioned agreements with the Company, LTI was granted warrants to purchase a maximum of 22,098 shares of Common Stock of the Company at an exercise price of $2.00 per share. Note 5 Stockholders' Equity Cancellation of Shares --- In August 1996, the Company gave notice to one of its former officers, Mr. Steven E. Pollan, that it was canceling the 333,216 shares of Common Stock issued to him at the inception of Corporate Travel Link, Inc. for services he was to have provided. The Company believes that Mr. Pollan never provided such services; Mr. Pollan has informed the Company, however, that he will contest any attempt to cancel his shares. (See Note 6 for information concerning litigation commenced by Mr. Pollan). Pending return of the shares, they are considered outstanding for all periods presented herein. Public Offering of Securities --- On March 26, 1997, the Company consummated a public offering of its securities consisting of 1,035,000 shares of Common Stock at $5.00 per share, 1,725,000 Class A Redeemable Warrants at $.20 per Class A Redeemable Warrant and 1,035,000 Class B Redeemable Warrants at $.10 per Class B Redeemable Warrant. Total proceeds from the public offering, net of related costs of $1,264,419, were $4,359,081. Each redeemable warrant is exercisable for a period of 48 months, commencing September 20, 1997 and entitles the holder to acquire one share of common stock at $5.75 (Class A) or $6.75 (Class B) per share. Commencing March 20, 1998, the Company will have the right at any time to redeem all, but not less than all, of the Class A or Class B warrants at a price equal to $.20 per Class A warrant and $.10 per Class B warrant, provided that the closing bid price of the common stock equals or exceeds $6.25 (Class A) or $7.25 (Class B) per share for any twenty trading days within a period of thirty consecutive trading days ending on the fifth trading day prior to the date of the notice of redemption. 7 Note 6 Contingencies On February 20, 1997, two individuals filed an action against the Company, Corporate Travel Link and Robotic Lasers in the Superior Court of New Jersey seeking, among other things damages in the amount of 8% of any financing secured by Corporate Travel Link and 5% of the Company's Common Stock allegedly due for services rendered in connection with the Company's acquisition of Corporate Travel Link in 1995. The claim for monetary damages is based upon an alleged written agreement between Corporate Travel Link and plaintiffs, while the claim for the shares of the Company's Common Stock is based upon alleged oral representations and promises made by officers of Corporate Travel Link. The Company believes that the plaintiff's claim are without merit and intends to vigorously defend the action and to assert numerous defenses in its answer. On April 17, 1997, a former officer of the Company filed an action in the United States District Court, District of New Jersey, against the Company, Corporate Travel Link, the officers of both companies, and various related parties seeking among other things a declaratory judgment that the former officer is the owner of the 333,216 shares of Common Stock of the Company which had been issued to him at the inception of Corporate Travel Link for services he was to have provided (see Note 5) and for unspecified compensatory and punitive damages. The Company believes that the plaintiff's claims are without merit and intends to vigorously defend the action and to assert numerous defenses and counterclaims in its answer. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations The Company is in the development stage, has not yet generated any revenues and has no commercial operations to date. The Company has been unprofitable since inception and expects to incur additional operational losses over the next several fiscal quarters. The Company does not expect to generate any revenues from operations until 3rd quarter 1997. As reflected in the accompanying financial statements, the Company has incurred losses totaling $1,938,710 since inception and at March 31, 1997, had working capital of $3,576,072. Selling, general and administrative expenses were $215,017 for the three months ended March 31, 1997, as compared to $178,859 during the three months ended March 31, 1996. Payroll and payroll-related costs decreased approximately $15,000 during 1997. Cost increases during the 1997 period consist of consulting fees ($10.00), professional fees ($13,000), insurance costs ($10,000), and other administrative costs ($22,000). Travel costs decreased $5,000 during the 1997 period. Liquidity and Capital Resources The Company's funds have principally been provided from Loeb Holding Corp. as escrow agent, Loeb Holding Corp., LTI Ventures Leasing Corporation, a private offering and a public offering, as described below. In September 1995, Loeb Holding Corp. as escrow agent (Loeb) agreed to loan the Company up to a maximum of $500,000 as evidenced by two Promissory Notes dated September 5, 1995, one in the principal amount of $475,000 and the other in the principal amount of $25,000. In addition, Loeb loaned the Company an additional $150,000 in December 1995, $80,000 during the three months ended March 31, 1996, and $20,000 in April 1996. Total loan proceeds to date are $750,000. 8 In September 1995, January 1996 and December 1996, the Company entered into sale and lease-back arrangements with LTI Ventures Leasing Corporation (LTI) whereby the Company sold the bulk of its computer hardware and commercially purchased software to LTI. In consideration for the sale, the Company received a total of $295,000 and agreed to lease back the hardware and software for initial terms of 24 to 30 months at a monthly rental totaling $11,960. Pursuant to a private offering, the Company issued 11.5 units to various unrelated third parties in May and June 1996. Each $50,000 unit consists of a $49,000 promissory note and 25,000 Class A redeemable Common Stock purchase Warrants valued at $1,000 per unit. Each warrant entitles the holder to purchase one share of the Company's common stock at $5.75 per share. Total proceeds received from this offering were $575,000 and warrants to purchase 287,500 shares of the Company's common stock were issued. During November and December 1996, the Company and Loeb Holding Corporation signed four 18 month Promissory Notes whereby Loeb Holding Corporation loaned the Company a total of $210,000. Such Notes bear interest at 10% and mature in May and June 1998. In February 1997, in order to raise additional working capital for the Company, Joseph Cutrona, President of the Company, sold a total of 9,850 shares of restricted Common Stock owned by him to six (6) unaffiliated third parties at a price of $2.00 per share for the total proceeds of $19,700, which Mr. Cutrona remitted to the Company in the form of a capital contribution. Mr. Mark A. Kenny used 4925 of his own shares of restricted Common Stock to reimburse Mr. Cutrona for one-half of the number of shares sold by Mr. Cutrona. In February and march 1997, the Company borrowed a total of $65,000 from three unaffiliated third parties pursuant to three eighteen (18) month Promissory Notes bearing interest of 10% per annum payable at maturity. These notes which were secured by 16,250 shares of the Company's restricted Common Stock owned by Joseph Cutrona and 16,250 shares owned by Mark A. Kenny, were repaid on March 31, 1997. On March 26, 1997, the Company consummated a public offering of its securities consisting of 1,035,000 shares of Common Stock at $5.00 per share, 1,725,000 Class A Redeemable Warrants at $0.20 per Class A Redeemable Warrant and 1,035,000 Class B Redeemable Warrants at $.10 per Class B Redeemable Warrant resulting in net proceeds to the Company of $4,657,445. At March 31, 1997, the Company had cash of $4,678,552 and working capital of $3,576,072. Management of the Company estimates that it has sufficient resources to provide for its planned operations of the next twelve months. PART II OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K (b) Reports on Form 8-K NONE 9 SIGNATURES Pursuant to 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. GENISYS RESERVATION SYSTEMS, INC. (formerly Robotic Lasers, Inc.) Date: May 13, 1997 Joseph Cutrona President Date: May 13, 1997 John H. Wasko Secretary, Treasurer and Chief Financial Officer Date: May 13, 1997 Warren D. Bagatelle Chairman and Chief Executive Officer 10 EX-27 2 FDS --
5 This schedule contains summary financial information extracted from the Company's financial statements for the three months ended March 31, 1997 and is qualified in its entirety by reference to such financial statements. 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 4,679 0 0 0 0 4,680 306 80 5,344 1,104 0 0 0 0 2,723 5,344 0 0 0 0 247 0 47 (294) 0 (294) 0 0 0 (294) (.09) 0
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