-----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, PuDWFS4aXLliOv9Zj7IWXUvmlVo4+rsJ9OwZvOFKD2r/m3n1gC3eaHPMly2Z6cE6 JnKTXdHxiTCBPNNz7IhLLQ== 0000950123-97-007042.txt : 19970819 0000950123-97-007042.hdr.sgml : 19970819 ACCESSION NUMBER: 0000950123-97-007042 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970818 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: 97665574 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 CORPORATION FORM 10-Q 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 JUNE 30, 1997 OR Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 COMMISSION FILE NUMBER: 000-02677 GAP INSTRUMENT CORPORATION 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 June 30, 1997:
Common Stock: $.000001 par value 436,797,603 - ----------------------------------- ---------------- 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 June 30,1997 And September 30, 1996 3 Condensed Balance Sheets - June 30, 1997 and September 30, 1996 4 Condensed Statements of Cash Flows - Nine Months Ended June 30, 1997 And September 30, 1996 5 Notes to Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 6 PART II. Other Information Item 1. Legal Proceedings 6 Item 6. Exhibits and Reports on Form 8-K 6 Signatures 7
2 3 PART I FINANCIAL INFORMATION ITEM 1. Condensed Financial Statements GAP INSTRUMENT INC. CONDENSED STATEMENT OF INCOME
Three Months Ended Nine Months Ended ---------------------------- ----------------------------- June 30, September 30 June 30, September 30, 1997 1996 1997 1996 (Unaudited) (Unaudited) (Unaudited) (Audited) ----------- ----------- ----------- ----------- Net sales $ 190,912 $ 63,471 $ 287,455 $ 188,403 Costs and Expenses Cost of sales 52,135 116,116 106,367 160,054 Selling, general and administrative expense 101,805 345,257 239,408 420,064 ----------- ----------- ----------- ----------- Total costs and expenses 153,940 461,373 345,775 580,118 ----------- ----------- ----------- ----------- Net Income (loss) from operations 36,972 (397,902) (58,320) (391,715) Reorganization expenses - professional fees (6,500) ----------- ----------- ----------- ----------- Net Income (Loss) 36,972 (397,902) (58,320) (398,215) Accumulated deficit - beginning $(4,078,173) $(3,563,816) $(3,982,881) $(3,584,666) ----------- ----------- ----------- ----------- Accumulated deficit - end $(4,041,201) $(3,982,881) $(4,041,201) $(3,982,881) ----------- ----------- ----------- ----------- Earnings per share: Net income (loss) per share $ .00 $ .00 $ .00 $ .00 ----------- ----------- ----------- -----------
3 4 GAP INSTRUMENT INC. CONDENSED BALANCE SHEETS
Third Fiscal Quarter Ended ------------------------------- June 30, September 30 1997 1996 (Unaudited) (Audited) ----------- ----------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 27,257 $ 20,984 Accounts receivable 30,942 72,135 ----------- ----------- Total Current Assets 58,199 93,119 PROPERTY AND EQUIPMENT, at cost, less accumulated depreciation 44,317 44,317 OTHER ASSETS-Deposits 3,110 3,110 ----------- ----------- Total Current Assets $ 105,626 $ 140,546 ----------- ----------- LIABILITIES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 208,124 $ 176,600 Liabilities resulting from Plan of Reorganization, current maturities 35,588 49,251 Deferred revenue and customer deposits 53,702 33,702 Due to shareholders 114,000 101,000 ----------- ----------- Total Current Liabilities $ 411,414 $ 360,553 OTHER LIABILITIES Liabilities resulting from Plan of Reorganization, less current maturities 139,997 167,458 ----------- ----------- Total Liabilities $ 540,743 $ 528,011 ----------- ----------- COMMITMENTS AND CONTINGENCIES (Note 3) SHAREHOLDERS' DEFICIT Common stock: 604,000,000 shares authorized At 9/30/96: $.00001 par value, 111,290,603 shares issued and outstanding 111 At 6/30/97: $.000001 par value,436,797,603 shares issued and outstanding 437 Additional paid-in capital 3,594,979 3,595,305 Accumulated deficit (4,041,201) (3,982,821) ----------- ----------- Total Shareholders' Deficit (445,785) (387,465) ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 105,626 $ 140,546 ----------- -----------
4 5 GAP INSTRUMENT CORP. CONDENSED STATEMENTS OF CASH FLOWS FOR THE THIRD QUARTER OF THE FISCAL YEARS ENDED JUNE 30, 1997 AND SEPTEMBER 30, 1996
Third Fiscal Quarter Ended --------------------------- June 30, September 30, 1997 1996 (Unaudited) (Audited) --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (58,320) $(398,215) --------- --------- Adjustments to reconcile net income (loss) to cash provided (used) by operating activities: Depreciation 8,674 Forfeiture of deposit 5,000 Issuance of stock in exchange for services 252,614 Changes in assets and liabilities: Accounts receivable 41,193 (10,358) Deferred revenue and customer deposits 20,000 33,702 Accounts payable and accrued expenses 31,524 146,393 --------- --------- Total adjustments 92,717 436,025 Net cash provided by operating activities 34,397 37,810 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Payments to acquire fixed assets (39,993) --------- --------- Net cash used by investing activities (39,993) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Shareholder loans 13,000 45,000 Cash overdraft (1,553) Repayment of reorganization debt (41,124) (20,280) --------- --------- Net cash used by financing activities (28,124) 23,167 --------- --------- NET INCREASE (DECREASE) IN CASH 6,273 20,984 CASH - beginning 20,984 --------- --------- CASH - end 27,257 20,984 --------- ---------
5 6 GAP INSTRUMENT INC. NOTES TO CONDENSED FINANCIAL STATEMENTS 1. The condensed financial statements at June 30, 1997 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 second quarter of the fiscal 1997 year from October 1, 1996 to March 31, 1997, audited financial statements for the fiscal 1996 year from January 1, 1996 to 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. GAP INSTRUMENT CORP. ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Nine Months Ended June 30, 1997 and September 30, 1996 The Company's third quarter net loss of $58,320 compares favorably to the prior nine-month fiscal 1996 year in which a net loss of $ 398,215 was reported. The decrease is due primarily to the issuance of stock in exchange for services in fiscal year ended September 30, 1996. This issuance was discussed fully in the 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 and second and third quarters were $287,455 and $188,403 for June 30, 1997 and September 30, 1996, respectively. Selling, general, and administrative expenses of $239,408 and $167,450 ( total expense of $420,064 less $252,614, the dollar value of services exchanged for stock) of 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. As GAP Instrument Corp. continues in the diversification process, it should be noted that subscriptions for the network service are increasing as shown by the rise in deferred revenue. 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 6 7 A. Exhibits None. B. Forms 8-K The Company filed a Form 8-K dated June 26, 1997 discussing stock issuance. 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: August 15, 1997 GAP INSTRUMENT INC. (Registrant) /S/ James M. Edwardson - -------------------------------------- James M. Edwardson Chairman of the Board of Directors, and Chief Operating Officer 7 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATEMENTS OF INCOME, BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q. 9-MOS SEP-30-1997 JUN-30-1997 27,257 0 30,942 0 0 58,199 59,842 15,255 3,110 105,626 0 0 0 437 (446,222) 105,626 190,912 190,912 52,135 153,940 0 0 0 36,972 0 36,972 0 0 0 36,972 .00 .00
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