-----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, F6CSSYN4plPX+XcwYalG3+/uEfqWT2qkJT7Kn39PQVdbIJdwUZHC3lmnTsnIOAmU otwWbIvnwJLGMhgC/QbIGQ== 0000909143-97-000118.txt : 19970711 0000909143-97-000118.hdr.sgml : 19970711 ACCESSION NUMBER: 0000909143-97-000118 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970531 FILED AS OF DATE: 19970710 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRONMENTAL PLUS INC /TX/ CENTRAL INDEX KEY: 0000759401 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 751939021 STATE OF INCORPORATION: TX FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-13041 FILM NUMBER: 97639172 BUSINESS ADDRESS: STREET 1: 2995 LBJ FREEWAY STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 2144040270 MAIL ADDRESS: STREET 1: KINLAW ENERGY PARTNERS CORP STREET 2: 2995 LBJ FREEWAY SUITE 200 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: KINLAW ENERGY PARTNERS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HAS OIL & GAS INC DATE OF NAME CHANGE: 19910114 10QSB 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [ X ] QUARTERLY REPORT UNDER SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 1997. [ ] TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________ TO _________________. Commission File Number: 0-13041 ------- ENVIRONMENTAL PLUS, INCORPORATED - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Texas 75-1939021 - ----------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization Identification No.) Route 1, Box 41, Overton, Texas 75684 - ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (903) 834-6965 - ----------------------------------------------------------------- (Registrant's telephone number, including area code) - ----------------------------------------------------------------- (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 Sections 13 or 15(d) of the Securities Exchange Act 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 [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: 40,329,136 shares of Common Stock, no par value - ----------------------------------------------------------------- (The number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date) PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements: Balance Sheets
Nine Months Ended May 31, 1997 August 31, 1996 ----------------- --------------- ASSETS CURRENT Cash $ 22,177 $ 10,561 Accounts receivable - trade 216,430 47,250 Note receivable 191,485 201,369 Inventory 25,166 43,256 Other 3,997 16,833 --------- --------- Total current assets 459,255 319,269 NOTE RECEIVABLE 76,000 76,000 PROPERTY, PLANT AND EQUIPMENT 135,459 144,586 Other Goodwill and organization costs- net 52,940 57,168 --------- --------- $ 723,654 $ 597,023 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ -- $ 31,771 Accrued expenses 8,064 --- Line of Credit 30,000 33,000 Notes payable 171,000 18,000 --------- --------- Total current liabilities $ 209,064 $ 82,771 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Preferred stock, (100,000,000 authorized; $1.00 par value, 1,049,000 shares issued and outstanding) 466,600 466,600 Common stock (100,000,000 shares authorized, $.001 par value, 40,329,136 AND 37,735,285 shares issued and outstanding respectively) 40,328 40,328 Paid in capital 702,566 610,224 Deficit (694,904) (602,900) --------- --------- Total Stockholders' Equity $ 514,590 $ 514,252 --------- --------- $ 723,654 $ 597,023
Consolidated Statements of Operations
Three Months Ended Nine Months Ended May 31, May 31, May 31, May 31, 1997 1996 1997 1996 ---------- ---------- ---------- ---------- REVENUE Sales $ 240,574 $ --- $ 482,381 $ --- Interest 9,717 --- 25,828 --- Total 250,291 508,209 --- COST OF SALES 183,436 389,296 --- GENERAL AND ADMINISTRATIVE Depreciation and Amortization 4,578 --- 13,732 --- Advertisement 175 --- 1,075 --- Interest and bank charges 3,621 --- 6,764 --- Supplies 241 --- 925 --- Accounting and auditing 9,040 --- 32,540 --- Legal 2,244 --- 33,587 --- Utilities and Telephone 1,318 --- 3,158 --- Salaries - officers 37,500 --- 112,500 --- Travel 1,007 --- 1,690 --- Sales Tax 980 --- 1,226 --- Other administrative expenses 3,720 $ --- 3,720 4,000 ---------- ---------- ---------- ---------- TOTAL GENERAL AND ADMINISTRATIVE $ 64,424 $ --- $ 210,917 $ 4,000 NET INCOME (LOSS) BEFORE INCOME 2,431 --- (92,004) (4,000) TAXES AND EXTRAORDINARY ITEM INCOME TAXES --- --- --- --- NET INCOME (LOSS) BEFORE 2,431 --- (92,004) (4,000) EXTRAORDINARY ITEM EXTRAORDINARY ITEM - FORGIVENESS --- --- --- 4,603 OF DEBT NET INCOME (LOSS) 2,431 --- (92,004) 603 PER SHARE DATA Net income (loss) per share --- --- --- --- Weighted average shares outstanding 40,329,136 38,247,785 40,329,136 38,247,785
Consolidated Statements of Cash Flows
Three Months Ended Nine Months Ended May 31, May 31, May 31, May 31, 1997 1996 1997 1996 ---------- ---------- ---------- ---------- Cash Flows from Operating Activities: Income (Loss) from operations $ 2,431 $ --- $ (92,004) $ 603 Adjustments to reconcile income (loss) from operations to cash used in operating activities: Depreciation and amortization 4,578 --- 13,732 --- Imputed Officers' Salaries 35,679 --- 92,342 --- Change in assets and liabilities: Increase in accounts receivable - trade (174,730) --- (169,180) --- Decrease (Increase) in inventory (3,389) --- 18,088 --- Decrease (Increase) in other assets (1,536) --- 12,836 --- Increase (Decrease) in accounts payable and accrued expenses (25,167) --- (23,707) (8,524) ---------- ---------- ---------- ---------- Net Cash Flows used in Operating Activities $ (162,134) $ --- $ (147,893) $ (7,921) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Capital Assets (375) (375) --- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds for use of credit and notes payable 150,000 150,000 Sale of common shares --- --- --- 7,500 Collection of note receivable 17,451 --- 19,884 --- Loan on note receivable --- --- (10,000) --- Net Cash Flows Provided by Financing Activities 167,451 --- 159,884 7,500 INCREASE (DECREASE) IN CASH 4,942 --- 11,616 (421) Cash at beginning of period 17,235 --- 10,561 421 CASH AT END OF PERIOD $ 22,177 $ --- $ 22,177 $ ---
ENVIRONMENTAL PLUS, INC. Notes to Financial Statements May 31, 1997 NOTE 1 - STATEMENT BY MANAGEMENT CONCERNING INTERIM FINANCIAL INFORMATION The financial information for May 31, 1997, included herein is unaudited and does not include all information and footnotes required by generally accepted accounting principles for complete financial statements; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary to a fair statement of the results for the interim period. It is suggested, however, that the accompanying financial statements be read in conjunction with the financial statements and notes thereto incorporated by reference in the Company's August 31, 1996 Annual Report on Form 10-K. NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION During the nine months ended May 31, 1997, the Company used cash to pay interest expense in the amount of $3,207. No cash was paid for income taxes. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS: GENERAL The Company's results of operations for the quarter ended May 31, 1997 and the nine-month period ended May 31, 1997 were significantly affected by the Company's acquisition in July 1996 of substantially all of the assets of Gulf Coast Cooling Tower Services, Inc. ("GCCTS"), a company engaged in the industrial cooling tower services business and to a lesser degree, the acquisition on or about June 1, 1996 of all of the issued and outstanding shares of common stock of Fire Zap, Inc. ("FZI"), a company engaged in the business of developing and marketing fire retardant products. Virtually all of the Company's revenues for the quarter ended May 31, 1997 or the nine-month period ended May 31, 1997 were derived from operations resulting from the GCCTS acquisition. Because Kinlaw Oil Corporation ("KOC"), the main source of Company revenue during fiscal 1995, ceased operations in June 1995, the Company had no revenue during the quarter ended May 31, 1996. LIQUIDITY AND CAPITAL RESOURCES Working capital at May 31, 1997 was $250,191 compared to $16,835 at May 31, 1996. Cash and cash equivalent had increased to $22,177.00 during the nine months ended May 31, 1997, reflecting the new course of the Company's business. Cash and cash equivalent for the six month period ended May 31, 1996 were - -0-. During the quarter ended May 31, 1997, cash was used to fund normal working capital requirements, including efforts to market FZI products and GCCTS activities. The trade accounts receivable for the period ended May 31, 1997 were $216,430 compared to $0 for the quarter ended May 31, 1996. The Company had $25,166 in inventory during the quarter ended May 31, 1997 compared to $0 for the quarter ended May 31, 1996. Trade accounts payable for the periods ended May 31, 1997 and May 31, 1996 was -0-. The Company made minimal capital acquisitions or improvement expenditures during the three month period ended May 31, 1997. While the Company is not anticipating any capital expenditures over the next quarter, any funding for unexpected capital expenditures or improvements will be paid from cash flows generated through operating activities. No significant disposition of equipment occurred during the three month period ended May 31, 1997 and none is planned during the next three month period. Based upon current operations and internally generated cash flows, management believes that adequate resources will be available to meet current and future requirements. RESULTS OF OPERATIONS Gulf Coast Towers, Inc., a wholly owned subsidiary of the Company ("GCT"), has utilized the assets from GCCTS to continue with its business. GCT is currently generating revenues pursuant to a maintenance contract it entered into with a Texas public utility company which continues through December 30, 1997. FZI experienced some activity in the nine months ending May 31, 1997 and contributed $20,690 in sales toward the Company's revenue for the quarter. Revenue and sales from other sources for the quarter ended May 31, 1997 was $240,574 and $9,717 respectively and $482,381 and $25,828, respectively for the nine-month period ended May 31, 1997 respectively compared to $0 for the same periods of the last fiscal year. The Company received no revenue from management fees during the third quarter of fiscal 1996 or the third quarter of fiscal 1995. The sales revenue for the quarter ended May 31, 1997 as well as the nine-month period ended May 31, 1997 reflects the Company's acquisition of the assets of GCCTS and FZI. The cost of sales for the quarter ended May 31, 1997 was $183,436, as compared to $0 for the third quarter of fiscal 1996. The cost of sales for the nine-month period ended May 31, 1997 was $389,296 as compared to $0 during the first nine months of fiscal 1996. During 1996 the officers of the Company determined that they would not take a salary until cash flow from operations permitted them to pay each of the three (3) officers $50,000. Therefore no salaries were paid in 1996 and none have been paid in 1997. Salaries and benefits for the quarter ended May 31, 1997 were an imputed $37,500 compared to $0 in the same quarter of the last fiscal year, and for the nine-month period ended May 31, 1997 they are an imputed $112,500 as compared to $0 for the same nine-month period for the last fiscal year. The SEC staff has determined that the historical statement of operations should reflect all costs of doing business. Accordingly, officers' salaries were imputed based upon the actual months in operation in fiscal 1997. The Company has no material commitments for capital expenditures as of the end of its latest fiscal period. The Company intends to continue its efforts to engage in a merger or acquisition with another company. PART II No "other" information required. 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, this 9th day of July, 1997. ENVIRONMENTAL PLUS, INCORPORATED /s/ GEORGE DAVIS -------------------------------- George Davis Secretary, Treasurer and Chief Financial Officer EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF ENVIRONMENTAL PLUS, INCORPORATED FOR THE QUARTER ENDED MAY 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS AUG-31-1997 AUG-31-1996 MAY-31-1997 22,177 0 216,430 0 25,166 459,255 135,459 13,732 723,654 209,064 0 0 466,600 40,328 7,662 723,654 482,381 508,209 389,296 389,296 210,917 0 0 (92,004) 0 (92,004) 0 0 0 (92,004) 0 0
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