-----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, H+mGn7mbcb2zyNWPMSZlkDfZcUnvLqSjz3aBY6R5S8kPsaLvZvSgBxyivLtKjrho aTN1yR8NwhgvcUwMVkaMGQ== 0000950123-97-001500.txt : 19970222 0000950123-97-001500.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950123-97-001500 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970219 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GAP INSTRUMENT CORP CENTRAL INDEX KEY: 0000039910 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 111781357 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-02677 FILM NUMBER: 97538098 BUSINESS ADDRESS: STREET 1: 100 HORSE BLOCK ROAD CITY: YAPHANK STATE: NY ZIP: 11980-9504 BUSINESS PHONE: 5169241700 MAIL ADDRESS: STREET 1: SCHWAEBER SLOANE SCHULMAN & CO STREET 2: 98 CUTTER MILL RD SUITE 396 N CITY: GREAT NECK STATE: NY ZIP: 11021 10-Q 1 GAP INSTRUMENT INC. QUARTERLY REPORT 1 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 PERIOD ENDED DECEMBER 31, 1996 OR Transition report pursuant to Section 13 or 15(d) of the Securities - --- Exchange Act of 1934 COMMISSION FILE NUMBER: 000-02677 GAP INSTRUMENT INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 11-1781357 - ------------------------------ --------------------------------------- State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization 100 Horse Block Rd., Yaphank, New York 11980 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 924-1700 -------------- 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 --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of February 13, 1997: Common Stock: $.000001 par value 111,290,603 - -------------------------------- ---------------- Class Number of Shares
1 2 GAP INSTRUMENT INC. Index
Page No. PART I. Financial Information Item 1. Financial Statements 3 Condensed Statements of Income - Quarters Ended December 31, 1996 And April 1, 1995 3 Condensed Balance Sheets - December 31, 1996 and September 30, 1996 4 Condensed Statements of Cash Flows - Quarters Ended December 31, 1996 And April 1, 1995 5 Notes to Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 7 PART II. Other Information Item 1. Legal Proceedings 8 Item 6. Exhibits and Reports on Form 8-K 8 Signatures 8
2 3 PART I FINANCIAL INFORMATION ITEM 1. Financial Statements GAP INSTRUMENT INC. CONDENSED STATEMENTS OF INCOME (Unaudited)
First Fiscal Quarter Ended ------------------------------ December 31, April 1, 1996 1995 ----------- ----------- Net sales $ 92,279 $ 89,806 Costs and Expenses Cost of sales 28,286 18,057 Selling, general and administrative expense 79,355 44,086 ----------- ----------- Total costs and expenses 107,641 62,143 ----------- ----------- Net Income (loss) from operations (15,362) 27,663 Reorganization expenses - professional fees -- (6,500) ----------- ----------- Net Income (Loss) (15,362) 21,163 Accumulated deficit - beginning $(3,982,881) $(3,584,666) ----------- ----------- Accumulated deficit - end $(3,998,243) $(3,563,503) ----------- ----------- Earnings per share: Net income (loss) per share $ .00 $ .00 ----------- -----------
3 4 GAP INSTRUMENT INC. CONDENSED BALANCE SHEETS
December 31, September 30, 1996 1996 ASSETS (Unaudited) (Audited) - ------ ----------- --------- CURRENT ASSETS Cash and cash equivalents $ 11,725 $ 20,984 Accounts receivable 33,441 72,135 ----------- ----------- Total Current Assets 45,166 93,119 PROPERTY AND EQUIPMENT, at cost, less accumulated depreciation 44,317 44,317 OTHER ASSETS - Deposits -- 3,110 ----------- ----------- TOTAL ASSETS $ 89,483 $ 140,546 ----------- ----------- LIABILITIES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 150,805 $ 176,600 Liabilities resulting from Plan of Reorganization, current maturities 28,345 49,251 Deferred revenue and customer deposits 33,702 33,702 Due to shareholders 112,000 101,000 ----------- ----------- Total Current Liabilities 324,852 360,553 OTHER LIABILITIES Liabilities resulting from Plan of Reorganization, less current maturities 167,458 167,458 ----------- ----------- Total Liabilities 492,310 528,011 ----------- ----------- COMMITMENTS AND CONTINGENCIES (Note 3) SHAREHOLDERS' DEFICIT Common stock, $.000001 par value, 604,000,000 shares authorized, 111,290,603 shares issued and outstanding 111 111 Additional paid-in capital 3,595,305 3,595,305 Accumulated deficit (3,998,243) (3,982,881) ----------- ----------- Total Shareholders' Deficit (402,827) (387,465) ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 89,483 $ 140,546 ----------- -----------
4 5 GAP INSTRUMENT CORP. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) FOR THE FIRST QUARTER OF THE FISCAL YEARS ENDED DECEMBER 31, 1996 AND APRIL 1, 1996
First Fiscal Quarter Ended -------------------------- December 31, April 1, 1996 1996 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(15,362) $ 21,163 -------- -------- Changes in assets and liabilities: Accounts receivable 41,804 (4,988) Other assets (8,044) Accounts payable and accrued expenses (25,795) (7,405) Due to officers 10,000 -------- -------- Total adjustments 16,009 (10,437) Net cash provided by operating activities 647 10,726 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Shareholder loans 11,000 -- Repayment of reorganization debt (20,906) -- Liabilities from Plan of Reorganization (7,322) -------- -------- Net cash used by financing activities (9,906) (7,322) -------- -------- NET INCREASE (DECREASE) IN CASH (9,259) 3,404 CASH - beginning 20,984 (1,553) -------- -------- CASH - end $ 11,725 $ 1,851 -------- --------
5 6 GAP INSTRUMENT INC. NOTES TO CONDENSED FINANCIAL STATEMENTS 1. The condensed financial statements at December 31, 1996 are unaudited and reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim period. All such adjustments are of a normal recurring nature. The results of operations for the interim period shown in this report is not necessarily indicative of results to be expected for the fiscal year. 2. The Company has changed its fiscal year from December 31 to September 30. The accompanying financial statements include unaudited financial statements for the first quarter of the fiscal 1997 year from October 1, 1996 to December 31, 1996, unaudited financial statements for the first quarter of the fiscal 1996 year from January 1, 1996 to April 1, 1996, and audited financial statements for the nine months ended September 30, 1996. 3. The Company is a party to litigation involving a former officer of the Company. Management believes that the settlement of the claim will not have a material adverse effect on the Company's financial position or results of operations. 6 7 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Three Months Ended December 31, 1996 and April 1, 1996 The Company's first quarter net loss of $15,362 compares unfavorably to the first quarter of the prior nine-month fiscal 1996 year in which a net income of $21,163 was reported. The decrease is due primarily to the repayment of liabilities resulting from the Plan of Reorganization. These liabilities are discussed fully in MD&A submitted with Form 10-K for the fiscal year ending September 30, 1996 and should be read in conjunction with the accompanying financials for this interim period. Net sales for the first quarters were $92,279 and $89,806 for December 31 and April 1, 1996, respectively. Selling, general, and administrative expenses of $79,355 and $44,086 for the same periods indicates a rise in the expense of diversifying the Company's business from strictly a military product manufacturer to a Value Added Network for the Federal Government and as an Internet Service provider (ISP) for federal contractors. 7 8 PART II OTHER INFORMATION ITEM 1. Legal Proceedings On September 24, 1993, the Company filed petitions for relief under chapter 11 of the federal bankruptcy laws in the United States Bankruptcy court for the Eastern district of New York, The Company operated under the Court's protection until October 5, 1995, when the Court confirmed the Company's plan of reorganization. Pursuant to plan, the Company was relieved of all long-term debt agreements. The Company's remaining liabilities were negotiated. The company recognized an extraordinary gain of $293,870, representing the difference between the carrying value of the liabilities and the amounts required to be repaid by the Company. The resulting liabilities are reflected in the balance sheet as "Liabilities Resulting from the Plan of Reorganization." The Company is a party to litigation involving a former officer of the Company. Management believes that the settlement of the claim will not have a material adverse effect on the Company's financial position or results of operations. ITEM 6. Exhibits and Reports on Form 8-K A. Exhibits None. B. Forms 8-K The Company filed a Form 8-K dated November 8, 1996, reporting changes in registrant's certifying accountant. 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. Dated: February 14, 1997 GAP INSTRUMENT INC. (Registrant) /s/ James M. Edwardson - --------------------------------------- James M. Edwardson Chairman of the Board of Directors, and Chief Operating Officer 8 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SHCEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATEMENTS OF INCOME BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q AND10-K SEP 30, 1996 OTHER SEP-30-1996 DEC-31-1996 11,725 0 33,441 0 0 45,166 60,120 15,803 89,483 324,852 0 0 0 111 (402,827) 89,483 92,279 92,279 28,286 107,641 0 0 0 (15,362) 0 (15,362) 0 0 0 (15,362) .00 .00
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