-----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, NJBFx9GWyGa+/8CE+G6TDM7B1sulelCfISaVXHQ9mv2+70DkpuOpUksKjI42Jtlf 9dIMNTAmjSsk8BoOHsd+RA== 0001094891-01-500362.txt : 20020410 0001094891-01-500362.hdr.sgml : 20020410 ACCESSION NUMBER: 0001094891-01-500362 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCOM SYSTEMS INC CENTRAL INDEX KEY: 0000723501 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 112599441 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-12854 FILM NUMBER: 1786935 BUSINESS ADDRESS: STREET 1: 1385 AKRON ST CITY: COPIAGUE STATE: NY ZIP: 11726 BUSINESS PHONE: 6317892600 MAIL ADDRESS: STREET 1: 1385 AKRON STREET CITY: COPIAGUE STATE: NY ZIP: 11726 FORMER COMPANY: FORMER CONFORMED NAME: TELEPROBE SYSTEMS INC DATE OF NAME CHANGE: 19891115 FORMER COMPANY: FORMER CONFORMED NAME: TII COMPUTER SYSTEMS INC DATE OF NAME CHANGE: 19851225 10QSB 1 intercom_10qsb-93001.txt 10QSB FOR 9-30-01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 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 number 0-10093 Intercom Systems, Inc. ------------------------------------------------- (Exact name of small business issuer as specified in its charter) Delaware 11-2599441 ----------------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 111 Village Parkway, Building 2, Marietta, Georgia 30067 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) 770-951-0984 --------------------------- (Issuer's telephone number) N/A ------------------------ (Former name, former address and former fiscal year, if changed since last report) Check whether 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 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 ----- ------ State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: As of November 12, 2001, the issuer had 8,008,229 shares of common stock, par value $.01 per share, outstanding. Transitional Small Business Disclosure Format (check one): Yes No X ------ ----- INTERCOM SYSTEMS, INC. Form 10 - QSB For the Quarterly Period Ended September 30, 2001 TABLE OF CONTENTS Page No. Part I Financial Information Item 1. Financial Statements Condensed Balance Sheet 1 Condensed Statements of Operations 2 Condensed Statements of Cash Flows 3 Notes to Condensed Financial Statements 4 - 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Part II Other Information Item 6. Exhibits and Reports on Form 8 - K 7 PART I - FINANCIAL INFORMATION Item 1. Financial Statements INTERCOM SYSTEMS, INC. CONDENSED BALANCE SHEET SEPTEMBER 30, 2001 (Unaudited)
ASSETS CURRENT ASSETS: Cash and cash equivalents $ 85,648 =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 23,863 ----------- STOCKHOLDERS' EQUITY: Preferred stock - $100 par value per share, 100,000 shares authorized, none outstanding - Common stock - $.0005 par value per share, 200,000,000 shares authorized, 8,008,229 shares issued and outstanding 4,000 Additional capital in excess of par value 5,200,000 Accumulated deficit (5,142,215) ----------- TOTAL STOCKHOLDERS' EQUITY 61,785 ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 85,648 ===========
The accompanying notes are an integral part of these condensed financial statements. (1) INTERCOM SYSTEMS, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended ------------------------------------- September 30, September 30, 2001 2000 ---------------- ---------------- REVENUES: Interest $ 505 $ 2,015 ----------- ---------- EXPENSES: Professional fees 10,969 7,559 Management and administrative fees 1,575 1,575 Corporate transfer agent fees 1,200 1,834 Franchise taxes 945 755 ----------- ---------- TOTAL EXPENSES 14,689 11,723 ----------- ---------- NET LOSS $ (14,184) $ (9,708) =========== ========== BASIC AND DILUTED NET LOSS PER COMMON SHARE $ - $ - =========== ========== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 8,008,229 8,008,229 =========== ==========
The accompanying notes are an integral part of these condensed financial statements. (2) INTERCOM SYSTEMS, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended ------------------------------- September 30, September 30, 2001 2000 ---------------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (14,184) $ (9,708) Adjustments to reconcile net loss to net cash from operating activities: Increase (decrease) in: Accounts payable and accrued expenses 13,319 (5,269) ---------- --------- NET CASH USED BY OPERATING ACTIVITIES (865) (14,977) ---------- --------- NET DECREASE IN CASH AND CASH EQUIVALENTS (865) (14,977) CASH AND CASH EQUIVALENTS - beginning 86,513 169,923 ---------- --------- CASH AND CASH EQUIVALENTS - ending $ 85,648 $ 154,946 ========== ========
The accompanying notes are an integral part of these condensed financial statements. (3) INTERCOM SYSTEMS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited condensed balance sheet of Intercom Systems, Inc. (the "Company") as of September 30, 2001 and the unaudited condensed statements of operations for the three-month periods ended September 30, 2001 and 2000 and the unaudited condensed statements of cash flows for the three-month periods ended September 30, 2001 and 2000 reflect all material adjustments which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the year-end financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended June 29, 2001, as filed with the Securities and Exchange Commission on October 11, 2001. The results of operations for the three-month periods ended September 30, 2001 and 2000 are not necessarily indicative of the results to be expected for the entire fiscal year or for any other period. NOTE 2 - CONCENTRATION OF CREDIT RISK The financial instruments subject to credit risk are primarily cash and cash equivalents. The Company places temporary cash investments in a money-market fund that invests solely in short-term obligations of the U.S. Treasury and repurchase agreements fully collateralized by obligations of the U.S. Treasury. These investments are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other agency and are subject to investment risk, including possible loss of principal. The uninsured cash balance at September 30, 2001 is approximately $61,000. NOTE 3 - LOSS PER SHARE Net loss per common share for each period is computed by dividing the net loss by the weighted average number of shares outstanding during the period. Excluded from the net loss per share calculations for the three-month periods ended September 30, 2001 and 2000 are contingently issuable shares that, if included, would have an antidilutive effect. NOTE 4 - RELATED PARTY TRANSACTIONS Effective July 1, 2000, the Company has incurred management and administrative fees in the amount of $500 per month under an office-sharing agreement that provides administrative and bookkeeping assistance, and for the use of offices, fixtures, furniture and equipment. These fees are paid to a corporation whose chief financial officer is a director and the treasurer of the Company. (4) INTERCOM SYSTEMS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 5 - FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION In January 1991, the Company filed a Form 15 with the Securities and Exchange Commission to deregister the Company's common stock under the Securities Exchange Act of 1934, as amended. From January 1991 until March 2001, the Company did not file any further reports under the Securities Exchange Act of 1934. On March 1, 2001, the Company filed its Annual Report on Form 10-KSB that included the Company's balance sheet as of June 30, 2000 and the related statements of operations, stockholders' equity and cash flows for the fiscal years ended June 30, 2000, June 25, 1999 and June 26, 1998. The Company filed Quarterly Reports on Forms 10-QSB for each quarter during fiscal 2001 and an Annual Report on Form 10-KSB for the year ended June 29, 2001. The Company is current with its reporting obligations under the Securities Exchange Act of 1934 and intends to become listed on the OTC Bulletin Board, although there is no assurance that it will be successful in the long run. (5) Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations This Form 10-QSB contains forward-looking statements that may involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results and performance in future periods to be materially different from any future periods or performance suggested by these statements. Overview Intercom Systems, Inc. was incorporated in Delaware in 1982. Until October 1989, the Company was engaged in the design, manufacture, marketing and sale of microprocessor-based systems designed to access and test telecommunications lines. To a lesser extent, the Company was also engaged in the sale of engineering services to an affiliated company, TII Industries, Inc. In October 1989, the Company sold all of the assets relating to its business operations to a third party. The Company has had no active business operations since the date of that sale. On June 27, 2000, new investors, including the Company's current management, purchased an aggregate of 5,484,999 shares from TII Industries, Inc. and TII International, Inc., who were the Company's two largest stockholders. The shares purchased by the new investors represented approximately 69 percent of the Company's then issued and outstanding common stock. The sale of these shares resulted in a change in control and management of the Company. Current Business Plan The Company's current business plan is primarily to serve as a vehicle for the acquisition of a target business that the Company believes will have significant growth potential. The Company intends to use the Company's available cash, capital stock, debt or a combination of these to effect a business combination. A business combination may involve the acquisition of, or merger with, a financially stable, mature company that desires to establish a public trading market for its securities while avoiding what it may deem to be adverse consequences of undertaking a public offering itself, such as time delays, significant expense, loss of voting control and other burdens (including significant professional fees) related to compliance with various federal and state securities laws. In the alternative, a business combination may involve a company that may be financially unstable or in its early stages of development or growth. The Company is current with its reporting obligations under the Securities Exchange Act of 1934 and intends to become listed on the OTC Bulletin Board, although there is no assurance that we will be successful in doing so (see Note 5 to the Condensed Financial Statements). Results of Operations Three months ended September 30, 2001 as compared to the three months ended September 30, 2000: We have had no significant revenues since 1989 and will not achieve any significant revenues until, at the earliest, the completion of a business combination. For the three months ended September 30, 2001 interest income was $505 compared to $2,015 for the comparable period of the prior fiscal year. Interest income declined because the Company had less money invested in money market funds during the three months ended September 30, 2001 as compared to the three months ended September 30, 2000. General, administrative and other expenses were $14,689 for the three months ended September 30, 2001 compared to $11,723 for the three months ended September 30, 2000. The increase in general, administrative and other expenses was due primarily to approximate increases in accounting fees of $2,300, legal fees of $1,100, and franchise taxes of $200, offset by an approximate reduction in stockholder relations expenses of $200 for the three months ended September 30, 2001 as compared to the three months ended September 30, 2000. Liquidity and Capital Resources At September 30, 2001, cash and cash equivalents were $85,648. Working capital was $61,785. Money market funds of $60,773 bear an interest rate of 2.66%. (6) Part II Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None. (b) Reports on Form 8-K None. (7) SIGNATURE In accordance with the requirements of the Exchange Act, the registrant caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. INTERCOM SYSTEMS, INC. /s/ Robert H. Donehew Dated: November 12, 2001 By: ___________________________ Robert H. Donehew Vice President and Treasurer (Principal Financial and Accounting Officer) (8) -----END PRIVACY-ENHANCED MESSAGE-----