10-Q 1 q01q3_9.txt FY2001 Q3 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2001 __ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _______________ to ________________ Commission File No. 0-2052 GODDARD INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Massachusetts 04-2268165 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 705 Plantation Street, Worcester, Massachusetts 01605 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (508)852-2435 Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 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 State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Title of Each Class of Number of Shares Outstanding Common Stock Outstanding at June 30, 2001 Common Stock, $.01 par value 2,160,684 Transitional Small Business Disclosure Format Yes ___ No __X__ GODDARD INDUSTRIES, INC. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION PAGE Item 1 Financial Statements Consolidated Balance Sheets - June 30, 2001 and September 30,2000 (unaudited) 3 Consolidated Statements of Operations - Nine Months Ended June 30, 2001 and July 1, 2000 (unaudited) 4 Consolidated Statements of Cash Flows - Nine Months Ended June 30, 2001 and July 1, 2000 (unaudited) 5 Notes to Consolidated Financial Statements 7 Item 2 Management Discussion and Analysis 13 PART II - OTHER INFORMATION Item 6 Exhibits and Reports on Form 8-K 17 -2- GODDARD INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS (unaudited) June 30, 2001 September 30, 2000 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 846,674 $1,630,711 Accounts receivable, net of allowances 1,178,879 466,076 Inventories 2,638,959 2,046,476 Refundable income taxes 231,763 91,763 Prepaid expenses and taxes 75,629 46,920 Deferred income taxes 302,487 116,000 TOTAL CURRENT ASSETS 5,274,391 4,397,946 PROPERTY, PLANT AND EQUIPMENT, at cost 5,264,335 4,569,201 Less - Accumulated depreciation (3,454,744) (3,216,815) 1,809,591 1,352,386 OTHER ASSETS: Deferred charges 58,534 150,761 Deferred income taxes - long term 108,452 73,000 Investment 250,000 250,000 Financing 54,792 - Goodwill 2,283,971 - TOTAL OTHER ASSETS 2,755,749 473,761 TOTAL ASSETS $ 9,839,731 $6,224,093 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 2,100,457 $ 44,572 Accounts payable 496,470 150,040 Accrued expenses 422,223 273,819 Deferred compensation 71,280 71,280 Income taxes payable 19,320 0 TOTAL CURRENT LIABILITIES 3,109,750 539,711 LONG TERM DEBT 1,407,019 - DEFERRED COMPENSATION 455,986 446,290 SHAREHOLDERS' EQUITY: Common stock - par value $.01 per share, authorized 3,000,000 shares, issued and outstanding 2,160,684 at June 30, 2001 and 2,142,271 at September 30, 2000 21,607 21,423 Additional paid-in capital 498,487 488,398 Accumulated other comprehensive income (31,500) - Retained earnings 4,378,382 4,728,271 TOTAL SHAREHOLDERS' EQUITY 4,866,976 5,238,092 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 9,839,731 $6,224,093 -3- GODDARD INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) June 30, 2001 July 1, 2000 For the Three For the Nine For the Three For the Nine Months Ended Months Ended Months Ended Months Ended NET SALES $1,997,683 $5,388,476 $ 975,492 $2,961,875 COST OF SALES 1,658,488 3,673,463 584,277 1,779,450 GROSS PROFIT 339,195 1,715,013 391,215 1,182,425 SELLING AND ADMINISTRATIVE EXPENSES 769,213 2,065,853 287,067 894,921 INCOME (LOSS) FROM OPERATIONS (430,018) (350,840) 104,148 287,504 OTHER INCOME (EXPENSE): Interest expense (86,992) (238,621) (11,095) (35,493) Other income, net 23,621 85,772 75,885 224,477 Foreign currency - (75,200) - - TOTAL OTHER INCOME (EXPENSE) (63,371) (228,049) 64,790 188,984 INCOME (LOSS) BEFORE INCOME TAXES (493,389) (578,889) 168,938 476,488 PROVISION FOR (BENEFIT FROM) INCOME TAXES (196,500) (229,000) 69,500 195,600 NET INCOME (LOSS) $(296,889) $(349,889) $ 99,438 $ 280,888 EARNING PER SHARE Net Income: Basic $ (0.14) $ (0.16) $ 0.05 $ 0.13 Diluted $ N/A N/A $ 0.05 $ 0.13 -4- GODDARD INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED June 30, 2001 July 1, 2000 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $(349,889) $280,888 Adjustments to reconcile net income to net cash provided by operating activities: Gain on disposal of assets (3,798) - Depreciation and amortization 295,701 184,572 Deferred income taxes (110,157) 1,700 Changes in assets and liabilities: Accounts Receivable (187,109) (63,510) Refundable taxes on income (140,000) 40,442 Inventories 308,143 (258,280) Prepaid expenses and other (21,866) 3,718 Accounts payable 200,454 48,262 Accrued expenses (90,934) (117,596) Income taxes payable 21,247 - Deferred compensation (18,386) (22,360) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (96,594) 97,836 CASH FLOWS FROM INVESTING ACTIVITIES: Deferred charges 92,227 (29,374) Property, plant and equipment additions (64,517) (106,272) Proceeds from sale of equipment 15,752 - Investment in net assets of subsidiary net of cash (4,109,380) - NET CASH USED IN INVESTING ACTIVITIES (4,065,918) (135,646) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long term debt 3,673,800 - Repayments of long term debt (245,361) (79,572) Financing Fees Deferred (58,422) - Issuance of common stock 10,273 2,714 NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 3,380,290 (76,858) EFFECT OF EXCHANGE RATE CHANGES ON CASH (1,815) - NET INCREASE (DECREASE) IN CASH (784,037) (114,668) CASH AND EQUIVALENTS - BEGINNING 1,630,711 1,773,389 CASH AND EQUIVALENTS - ENDING $ 846,674 $1,658,721 -5- Supplemental Disclosures of Cash Flow Information CASH PAID DURING THE PERIOD: Interest $ 234,599 $ 35,493 Income taxes $ 0 $165,000 -6- GODDARD INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2001 (UNAUDITED) NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Reference is made to the financial statements included in the Annual Report for the year ended September 30, 2000 for a summary of significant accounting policies and other disclosures. Revenue Recognition: The Company recognizes revenue when goods are shipped from its facilities. Title passes when goods are shipped, or in rare instances, on different terms specifically negotiated by a customer. Foreign Currency Translation: The assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates, and revenues and expenses are translated at the average rates for the year. Adjustments resulting from these translations are included in Accumulated other comprehensive income. Amortization of Deferred Finance Fees: Deferred finance fees are being amortized on the straight-line method over the five to ten year lives of the related debt. Amortization of Goodwill: Goodwill, which represents the excess of the purchase price over the fair value of assets purchased, together with transaction costs associated with the acquisition, is being amortized on a straight line basis over thirty years. Derivatives: Effective October 1, 2000, the Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 requires the Company to record all derivatives on the balance sheet at fair value. The Company generally does not have any derivative instruments and generally does not engage in any hedging activities. Consequently, the adoption of SFAS No. 133 does not have a material impact on the Company. -7- Recent Accounting Pronouncements: In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that all business combinations initiated after June 30, 2001 be accounted for under the purchase method, and addresses the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination. SFAS No. 142 addresses the initial recognition and measurement of intangible assets acquired outside of a business combination and the accounting for goodwill and other intangible assets subsequent to acquisition. SFAS No. 142 provides that intangible assets with finite useful lives be amortized and that goodwill and intangible assets with indefinite lives will not be amortized, but will rather be tested at least annually for impairment. The Company is required to adopt SFAS Nos. 141 and 142 no later than the year beginning September 29, 2002. Upon adoption of SFAS Nos. 141 and 142 the Company will stop amortization of goodwill that resulted from business combinations completed prior to the adoption of SFAS No. 141. The Company currently has more than $2 million of goodwill on its balance sheet and management is in the process of evaluating the impact of adopting these standards. NOTE 2. BASIS OF PRESENTATION: The accompanying financial statements include the accounts of Goddard Industries, Inc. (Industries), its wholly-owned subsidiaries, Goddard Valve Corporation (Goddard Valve), Goddard Management Corporation (Management) and Mack Valves Pty Ltd (Mack), acquired on November 1, 2000 (collectively, Company). The results of Mack operations are reported for the period beginning with the date of its acquisition on November 1, 2000. All material intercompany transactions have been eliminated. The information shown in the consolidated financial statements reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim period. NOTE 3. INVENTORIES: Consolidated inventories are comprised of: June 30, September 30, 2001 2000 Finished goods $ 1,805,837 $1,811,356 Work in process 508,539 21,329 Raw materials 324,583 213,791 $2,638,959 $2,046,476 -8- NOTE 4. LONG-TERM DEBT: At June 30, 2001 Long-term debt consisted of the following: LONG-TERM CURRENT Note payable, Fleet National Bank, due in monthly installments of approximately $17,000 plus interest at the bank's prime rate plus 0.50% through October, 2005. - $ $866,666 Revolving line of credit, Fleet National Bank, bearing interest at the bank's prime rate plus 0.25%, due in February 2003. - 1,100,000 Note payable, National Australia Bank, due in quarterly installments of approximately A$71,000 ($36,000) including interest at 8.85% through November 2005 (Denominated in AUD). 451,599 108,794 Revolving line of credit, National Australia Bank, current rate of 6.5%, through October 2005. Commencing November 1, 2005 quarterly payments of principal plus interest in amounts sufficient to amortize the then outstanding balance by October 31, 2010. Interest may not exceed 9.55% for the life of the loan. (Denominated in AUD). 918,000 - Capital lease obligations for machinery and automobiles. (Denominated in AUD). 37,420 24,997 $ 1,407,019 $2,100,457 All of the above bank debt is secured by substantially all assets of the Company. The Company is not in compliance with certain financial covenants of its loans with Fleet National Bank, and accordingly the Company has reclassified this debt as current. The bank is aware of this non-compliance and has taken no action at this time. During the period ended June 30, 2001, in a non-cash transaction, the Company acquired fixed assets under a capital lease totaling A$83,000 ($42,000). -9- NOTE 5. INCOME TAXES: The tax effects of the principal temporary differences giving rise to the net current and non-current deferred tax assets are as follows: June 30, September 30, 2001 2000 Deferred tax asset Deferred compensation $ 207,000 $ 207,000 Capital loss carry-forward 167,700 167,700 Inventory valuation 128,000 51,200 Accrued salaries and long service leave 108,500 7,500 Bad debts 8,100 8,100 Loss on foreign currency 18,000 18,000 637,300 459,500 Depreciation 58,800 102,800 $ 578,500 $ 356,700 Less valuation allowance (167,700) (167,700) $ 410,800 $ 189,000 Management has established a valuation allowance against the deferred tax asset attributable to the capital loss carry-forward. NOTE 6. ENVIRONMENTAL MATTERS: In 1998, the Company filed a Class "C" Response Action Outcome Statement with the Massachusetts Department of Environmental Protection regarding its facility in Worcester, Massachusetts. Based upon the information presently available, periodic monitoring is required. NOTE 7. EARNING PER SHARE: The following data show the amounts used in computing earnings per share (EPS) from continuing operations and the effects on income and the weighted average number of shares of dilutive potential common stock. Nine Months ended June 30,2001 (Loss) Common Shares EPS Basic EPS: Income (loss) available to common shareholders $(349,889) 2,154,410 $(0.16) -10- Three Months ended June 30,2001 (Loss) Common Shares EPS Basic EPS: Income (loss) available to common shareholders $(296,889) 2,160,684 $(0.14) Diluted EPS are not applicable for a period in which a loss is reported. Nine Months ended July 1, 2000 Income Common Shares EPS Basic EPS: Income available to common shareholders $280,888 2,132,667 $0.13 Dilutive effect of potential common stock: Stock options - 12,576 Diluted EPS: Income available to common shareholders after assuming exercise of dilutive securities $280,888 2,145,243 $0.13 Three months ended July 1, 2000 Income Common Shares EPS Basic EPS: Income available to common shareholders $ 99,438 2,133,532 $0.05 Dilutive effect of potential common stock: Stock options - 13,286 Diluted EPS: Income available to common shareholders after assuming exercise of dilutive securities $ 99,438 2,146,818 $0.05 -11- NOTE 8. ACQUIRED BUSINESS: On November 1, 2000, the Company acquired substantially all of the assets of Mack Valves Pty. Ltd. (Mack) of Melbourne, Australia for a purchase price of $3,614,900. The acquisition was financed through secured credit facilities furnished by Fleet National Bank and National Australia Bank Limited, totaling approximately $3,668,100. The Company acquired net assets valued at $1,359,500. The excess of purchase price plus transaction costs over the fair value of the assets acquired (Goodwill) was approximately $2,772,600 and is being amortized on a straight-line basis over 30 years. In addition, contingent consideration of approximately A$800,000 ($420,000) in cash and A$423,000 ($222,000) in non-qualified stock options will be required if Mack achieves various sales levels during the forthcoming five years. Such payments, if any, will be added to Goodwill. Note 9. FOREIGN CURRENCY TRANSACTION: In connection with the transaction described in Note 8, the company entered into a foreign currency exchange contract to acquire A$4,000,000, to fix the amount of its future investment in US dollars. Losses resulting from currency fluctuations approximated $75,000 (pre-tax) during the nine months ended June 30, 2001, all of which were incurred during the first three months of the year, and were attributable to the decline in the value of the Australian dollar in relation to the U.S. dollar. All losses associated with this contract have been recognized in current earnings. NOTE 10. SEGMENT INFORMATION: The company conducts operations through business segments established along geographic lines: Western Hemisphere, which is represented by Goddard Valve, and Asia/Pacific, represented by Mack. Certain expenses that are related to corporate activities, and unrelated to business segment activities, are separately stated. Summarized segment financial information for the nine months ended June 30, 2001 is as follows: Western Corporate Hemisphere Asia/Pacific Total (five months) Sales to external Customers - $2,821,000 $2,567,000 $5,388,000 Operating profit(loss) $(156,000) (387,000) 192,000 (351,000) Long-lived assets - 1,226,000 584,000 1,810,000 Total assets $543,000 $5,017,000 $4,280,000 $9,840,000 For the nine months ended July 1, 2000 the company conducted its operations through only one segment. -12- PART I - FINANCIAL INFORMATION Item 2 - MANAGEMENT DISCUSSION AND ANALYSIS COMPANY STRATEGY AND EXPANSION PLANS Two years ago, the Company's Board of Directors approved a strategic growth plan that focuses the Company's resources on its strengths in valve technology and manufacturing, particularly in cryogenic valves. That plan calls for investment in product lines and businesses which would expand the Company's position in cryogenic and industrial valve markets throughout the world, and disposition of all non-manufacturing assets. As the first step in this process, the Company sold its plumbing supplies distribution business (Webstone Company, Inc.). At the same time, the Company began to actively seek acquisition candidates that fit its new strategy. The first step was completed on November 1, 2000 with the acquisition of substantially all the assets of Mack Valves Pty Ltd (Mack) of Melbourne, Australia, for a price of approximately $3,614,900. In its last full year of operations prior to the acquisition, the revenues of Mack were approximately $4,407,000. (Details of the transaction can be found in Note 8 to the financial statements.) As the next step in the expansion process, in May of this year the Company established a branch office in Oxford, England. The mission of this branch is to seek out, acquire, and manage a European base of operations and establish sales channels for Goddard Valve Corporation's cryogenic products and Mack's water and industrial products in Europe. The Company believes that it now has the foundation for global expansion, with representation in each of the three major markets of the world - Western Hemisphere, Asia/Pacific, and Europe and the Middle East. It expects to continue the expansion through a combination of acquisitions and internal development, although there is no guaranty that it will be able to carry out the expansion as planned. Consolidated results for the nine months reported herein include only eight months of Mack's performance, whereas the results include a full nine months of Goddard Valve Corporation (Goddard Valve), the Company's US subsidiary. Results for the third quarter of this year include three months of both Mack and Goddard Valve. The results of last year's third quarter and nine months contain only the results of Goddard Valve, since Mack had not yet been acquired. -13- RESULTS OF OPERATIONS Three Months Ended June 30, 2001 Net sales for the third quarter ended June 30, 2001 were $1,998,000 with a net loss of $297,000 or basic loss per share of $.14 compared with net sales of $975,000 and net income of $99,000, or basic earnings per share of $.05 for the same period last year. The loss in this quarter included a charge against inventory at the Company's Goddard Valve subsidiary of $390,000 or $.18 per share, which was made up of $198,000 of adjustments related to cost of goods and $192,000 of reserves against slow moving inventories. Adjustments to cost of goods were comprised of $60,000 of under-absorbed overhead and $138,000 increased costs of materials and labor. Management is making a concerted effort to improve its internal reporting systems and reporting accuracy. As a result of a careful examination of existing quantities of material against usage rate, the Company established a reserve of $192,000 for slow moving inventories. Based upon currently available information, the reserve is management's best estimate of that part of the inventory which is unlikely to turn over in the foreseeable future. Consolidated new orders received in the three months ended June 30, 2001 were 92% higher than for the same period last year. This increase was the result of an increase of new orders at Goddard Valve of 2% over last year with the remainder resulting from the addition of new orders at Mack. The above increase at Goddard Valve is the third consecutive quarter in which its new orders have improved over the previous quarter; new orders in the third quarter increased 7% over the second quarter of this fiscal year, 34% over the first quarter of this fiscal year, and 47% over the fourth quarter of the last fiscal year. At June 30, 2001 the backlog of orders was 118% higher than at the end of last year's third quarter, reflecting the addition of Mack's backlog as well as an 18% improvement in the backlog at Goddard Valve. For the third quarter, Income from Operations went from a $104,000 profit last year to a loss of $430,000 this year. The difference of $534,000 is the net effect of a positive contribution from Mack of $4,000 after goodwill amortization of $15,000, a year to year decline at Goddard Valve of $464,000, and corporate expenses of $78,000. The substantial Goddard Valve differential was made up principally of the previously mentioned $390,000 cost of goods issues, and $76,000 of higher sales and R & D costs. Consolidated Other Expense for the quarter was $63,000 compared with Other Income of $65,000 during the same period last year. The resulting year to year change of $128,000 was principally the result of $71,000 of higher interest expense principally associated with loans incurred for the acquisition of Mack, $32,000 lower interest income and $33,000 of income received last year under a management agreement with another company which was no longer in effect this year. -14- Nine Months Ended June 30, 2001 Net sales for the nine months ended June 30, 2001 were $5,388,000 with a net loss of $350,000 or basic loss per share of $.16 compared with net sales of $2,962,000 and net income of $281,000, or basic earnings per share of $.13 for the same period last year. The loss in the first nine months of this fiscal year includes the $390,000 charge against inventory at the Company's Goddard Valve subsidiary described above. Consolidated new orders received in the nine months ended June 30, 2001 were 72% higher than for the same period last year. This increase was the result of the addition of new orders at Mack, partially offset by a decrease in new orders at Goddard Valve of 7% from last year's nine month period. For the nine months, Income from Operations went from a $288,000 profit to a loss of $351,000. The difference of $639,000 is the net effect of a positive contribution from Mack of $192,000 after goodwill amortization of $52,000, reduced by the year to year decline at Goddard Valve of $675,000, and combined corporate and Goddard - Europe expenses of $156,000. The substantial Goddard Valve differential was made up principally of the $390,000 cost of goods issues, $145,000 of higher sales and R & D costs and the remainder due to lower nine months revenues. Consolidated Other Expense for the nine months was $228,000 compared with Other Income of $189,000 during the same period last year. The resulting year to year change of $417,000 was principally the result of $203,000 of higher interest expense principally associated with loans incurred for the acquisition of Mack, $53,000 lower interest income, $97,000 of income received last year under a management agreement with another company which was no longer in effect this year, and a $74,000 loss on a foreign exchange contract which was entered into to protect the US dollar value of the Mack acquisition. LIQUIDITY AND CAPITAL RESOURCES The acquisition of Mack was financed through secured credit facilities amounting to approximately $3,668,100 furnished by Fleet National Bank and National Australia Bank Limited. At June 30, 2001, long term debt equaled $1,407,000. At June 30, 2001, the Company had cash and cash equivalents of $847,000 and Working capital of $2,165,000. At June 30, 2001, the $1,767,000 long term debt held by Fleet National has been reclassified as current debt as a result of the Company not being in compliance with covenants associated with that debt. The bank is aware of this non-compliance and has taken no action at this time. Management believes that as long as the Fleet facilities remain available, cash and cash equivalents from operations will be sufficient to handle the normal working capital and debt service requirements of the current business on both a short-term and a long-term basis. Inasmuch as the Company's strategic plans -15- include expansion through acquisition, Management expects that it will be required to obtain additional funds through debt or equity financing. The Company's failure to raise sufficient additional funds could materially inhibit its plans for expansion through acquisitions. In addition, if the Fleet facilities cease to be available, this will have a material adverse effect on the Company's financial resources, and the Company would have to seek alternate financing. There is no guarantee that the Company would succeed either in replacing the Fleet facilities or in obtaining additional financing for expansion under terms acceptable to the Company, or at all. FORWARD LOOKING INFORMATION Information in this report may contain certain forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, that address such matters as new product introductions and projected future sales. These statements can be identified by the use of forward looking terminology such as "expect", "anticipate", "believe", "intend", "estimate", "is a promising sign", or other comparable terminology, and include statements about the Company's strategic growth plan, intentions to grow both through acquisitions and internal development, inventory reserve levels, and future financing plans. All forward-looking statements involve risks and uncertainties, and actual results could differ materially from those set forth in the forward-looking statements. Some of the principal factors that could affect the Company's future operations include the loss of or decline in level of orders from major customers, delays in introducing new products, difficulties in obtaining financing, the failure to adequately integrate the operations of new acquisitions, the failure of the market to accept new products, changes in general economic conditions and conditions in major customer industries such as the industrial gas business. -16- PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits (11) Statement Re: Computation of Per Share Earnings. The information set forth in Note 7 to the Financial Statements found in PART I hereof is hereby incorporated. (b) The Company did not file any reports on Form 8-K during the quarter ended June 30, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused the Report to be signed on its behalf by the undersigned thereunto duly authorized. Dated as of August 17, 2001 GODDARD INDUSTRIES, INC. By:/s/Salvatore J. Vinciguerra ----------------------------------- Salvatore J. Vinciguerra President, Chief Executive Officer and Chief Financial Officer -17-