-----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, MR5bikgiuvDE7YHE8EtQr5ZwxmmsMHqPNyV6XpgsZGorok98/Xm4KdyR8qGwxO21 e/o36kK9JoKQc+H0zYc54g== 0000912057-97-027756.txt : 19970815 0000912057-97-027756.hdr.sgml : 19970815 ACCESSION NUMBER: 0000912057-97-027756 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATERIAL TECHNOLOGY INC CENTRAL INDEX KEY: 0000929425 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 954622822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-83526 FILM NUMBER: 97660240 BUSINESS ADDRESS: STREET 1: 11835 WEST OLYMPIC BLVD STREET 2: EAST TOWER STE 705 CITY: LOS ANGELES STATE: CA ZIP: 90064 BUSINESS PHONE: 3102085589 MAIL ADDRESS: STREET 1: 11835 WEST OLYMPIC BLVD STREET 2: EAST TOWER STE 705 CITY: LOS ANGELES STATE: CA ZIP: 90064 FORMER COMPANY: FORMER CONFORMED NAME: MATERIAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19970313 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: June 30, 1997 Commission file number: 3383526 MATERIAL TECHNOLOGY, INC. ------------------------- (Exact name of registrant as specified in its charter) Delaware 95-4453386 (State or other jurisdiction of incorporation (IRS Employer or organization) identification No.) 11661 San Vicente Boulevard Suite 707 Los Angeles, California 90049 (address of principal executive offices) (Zip Code) (310) 208-5589 (Registrant's telephone number including area code) Securities Registered pursuant to Section 12(g) of the Act: COMMON 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 by check mark if disclosure of delinquent filers pursuant to Item 405 or Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this form 10-K. [ ] The aggregate market value of the voting stock held by Non-affiliates of the registrant at August 1, 1997 was $1,925,600. Documents incorporated by reference-None. INDEX PAGE ---- Part 1. Financial Statements Balance Sheets 3 - 4 Statements of Operations - Second Quarter Ended June 30, 1996 and 1997 and from the Company's inception (October 21, 1983) through June 30, 1997 5 Statements of Cash Flows Second Quarter Ended June 30, 1996 and 1997 and from the Company's inception (October 21, 1983) through June 30, 1997 6 - 7 Notes to Financial Statements 8 Management's Discussion and Analysis 9 - 10 Part 2. Other Information 11 2 PART 1. FINANCIAL STATEMENTS MATERIAL TECHNOLOGY, INC. (Formerly Tensiodyne Scientific Corporation) (A Development Stage Company) BALANCE SHEETS ASSETS December 31, June 30, 1996 1997 ----------- ----------- (Unaudited) CURRENT ASSETS Cash and Cash Equivalents $ -- $ 3,076 Accounts Receivable -- 45,174 Prepaid Expenses 6,472 5,223 -------- -------- TOTAL CURRENT ASSETS 6,472 53,473 -------- -------- FIXED ASSETS Property and Equipment, Net of Accumulated Depreciation 98,016 102,948 -------- -------- OTHER ASSETS Real Estate, Held for Sale -- 47,000 Intangible Assets, Net of Accumulated Amortization 20,669 19,674 Investment in Tensiodyne Corporation 55,200 13,800 Note Receivable (Including Accrued Interest) 25,753 -- Refundable Deposit 2,189 2,189 -------- -------- TOTAL OTHER ASSETS 103,811 82,663 -------- -------- TOTAL ASSETS $208,299 $239,084 -------- -------- -------- -------- See accompanying notes 3 MATERIAL TECHNOLOGY, INC. (Formerly Tensiodyne Scientific Corporation) (A Development Stage Company) BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' (DEFICIT) December 31, June 30, 1996 1997 ----------- ----------- (Unaudited) CURRENT LIABILITIES Bank Overdraft $ 2,422 $ -- Legal Fees Payable 128,191 125,600 Accounts Payable 33,221 86,286 Accrued Expenses - Other -- 1,250 Accrued Officers Salary 372,000 45,000 Accrued Payroll Taxes 19,124 22,752 Loan Payable - Officer 56,846 99,293 Loan Payable-Others 32,627 32,627 Payable on Research and Development Sponsorship 188,495 188,495 ---------- ---------- TOTAL CURRENT LIABILITIES 832,926 601,303 Loans Payable - Officer 122,698 -- Loans Payable - Other 90,893 25,000 ---------- ---------- TOTAL LIABILITIES 1,046,517 626,303 ---------- ---------- REDEEMABLE PREFERRED STOCK Class B Preferred Stock, $.001 Par Value Authorized 510 Shares, Outstanding 15 Shares at December 31, 1995 and March 31, 1996; Redeemable at $10,000 Per Share After January 31, 2004 150,000 150,000 ---------- ---------- STOCKHOLDERS' EQUITY (DEFICIT) Class A Common Stock, $.001 Par Value, Authorized 10,000,000 Shares, Outstanding 2,580,546, at December 31, 1996, and 5,000,000 Shares at June 30, 1997 2,580 5,000 Class B Common Stock, $.001 Par Value, Authorized 300,000 Shares, Outstanding 60,000 Shares 60 60 Class A Preferred, $.001 Par Value, Authorized 10,000,000 Shares Outstanding 350,000 Shares 350 350 Additional Paid in Capital 1,799,181 2,459,354 Less Notes Receivable - Common Stock (14,720) (14,720) Deficit Accumulated During the Development Stage (2,830,869) (3,001,063) Unrealized Holding Gain on Investment Securities 55,200 13,800 ---------- ---------- TOTAL STOCKHOLDERS' (DEFICIT) (988,218) (537,219) TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 208,299 $ 239,084 ---------- ---------- ---------- ---------- See accompanying notes 4 MATERIAL TECHNOLOGY, INC. (Formerly Tensiodyne Scientific Corporation) (A Development Stage Company) STATEMENTS OF OPERATIONS
From Inception For the Three Months Ended For the Six Months Ended (October 21, 1983) June 30, June 30, Through 1996 1997 1996 1997 June 30, 1997 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) ---------- ----------- ----------- ----------- ----------- REVENUES Sale of Fatigue Fuses $ -- $ -- $ -- $ -- $ 64,505 Sale of Royalty Interests -- -- -- -- 198,750 Research and Development Revenue -- 100,166 -- 104,722 817,302 Test Services -- -- -- -- 10,870 ------- --------- -------- -------- ---------- TOTAL REVENUES -- 100,166 -- 104,722 1,091,427 ------- --------- -------- -------- ---------- COSTS AND EXPENSES Research and Development -- 26,829 -- 31,385 1,539,682 General and Administrative 42,885 194,194 193,426 277,288 2,427,796 ------- --------- -------- -------- ---------- TOTAL COSTS AND EXPENSES 42,885 221,023 193,426 308,673 3,967,478 ------- --------- -------- -------- ---------- INCOME (LOSS) FROM OPERATIONS (42,885) (221,023) (193,426) (203,951) (2,876,051) ------- --------- -------- -------- ---------- OTHER INCOME (EXPENSE) Rental Income -- 2,708 -- 3,843 3,843 Expense Reimbursed -- -- -- -- (6,527) Interest Income 517 -- 1,024 -- 39,487 Gain on Sale of Securities -- 13,901 9,656 13,901 31,651 Gain on Foreclosure -- 16,014 -- 16,014 16,014 Miscellaneous Income -- -- -- -- 25,145 Loss on Sale of Equipment -- -- -- -- (12,780) Settlement of Teaming Agreement -- -- -- -- 50,000 Litigation Settlement -- -- -- -- 18,095 ------- --------- -------- -------- ---------- TOTAL OTHER INCOME 517 32,623 10,680 33,758 164,928 ------- --------- -------- -------- ---------- NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS AND PROVISION FOR INCOME TAXES (42,368) (88,234) (182,746) (170,193) (2,711,123) PROVISION FOR INCOME TAXES -- -- -- -- (7,000) ------- --------- -------- -------- ---------- NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS (42,368) (88,234) (182,746) (170,193) (2,718,123) EXTRAORDINARY ITEMS Forgiveness of Debt -- -- -- -- (289,940) Utilization of Operating Loss Carry forward -- -- -- -- 7,000 ------- --------- -------- -------- ---------- NET INCOME (LOSS) $(42,368) $ (88,234) $(182,746) $(170,193) $(3,001,063) ------- --------- -------- -------- ---------- ------- --------- -------- -------- ---------- PER SHARE DATA Income (Loss) Before Extraordinary Item $ (0.02) Extraordinary Items -- --------- NET INCOME (LOSS) $ (0.02) --------- --------- COMMON SHARES OUTSTANDING 5,000,000 --------- ---------
See accompanying notes 5 MATERIAL TECHNOLOGY, INC. (Formerly Tensiodyne Scientific Corporation) (A Development Stage Company) STATEMENTS OF CASH FLOWS
From Inception For the Three Months Ended For the Six Months Ended (October 21, 1983) June 30, June 30, Through 1996 1997 1996 1997 June 30, 1997 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) ---------- ----------- ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $(42,368) $ (88,234) $(182,746) $(170,193) $(3,001,063) ------- --------- --------- --------- ----------- Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities Depreciation and Amortization 1,388 1,195 2,776 2,390 162,106 Gain on Sale of Securities -- (13,901) (9,656) (13,901) (13,901) Gain on Foreclosure -- (21,249) -- (21,249) (21,249) Charge off of Deferred Offering Costs -- -- -- -- 31,480 Loss on Sale of Equipment -- -- -- -- 12,780 Issuance of Common Stock for Services -- -- -- 2,000 297,965 Issuance of Stock for Agreement Modification -- -- -- -- 152 Forgiveness of Indebtedness -- -- -- -- 165,000 (Increase) in Accounts Receivable -- (40,619) -- (45,174) (45,174) (Increase) Decrease in Prepaid Expense (10,000) 625 (10,000) 1,250 (222) Increase (Decrease) in Accounts Payable and Accrued Expenses (214) 46,711 99,786 100,353 652,888 Interest Accrued on Note Payable 3,919 14,698 7,836 14,698 43,249 Increase in Research and Development Sponsorship Payable -- -- -- -- 188,495 (Increase) in Note for Litigation Settlement (516) -- (1,023) -- (25,753) (Increase) in Deposits -- -- -- -- (2,189) ------- --------- --------- --------- ----------- TOTAL ADJUSTMENTS (5,423) (12,540) 89,719 40,367 1,445,627 ------- --------- --------- --------- ----------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (47,791) (100,774) (93,027) (129,826) (1,555,436) ------- --------- --------- --------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds From Sale of Equipment -- -- -- -- 10,250 Proceeds from Sale of Tensiodyne Corporation Common Stock -- -- 9,656 -- -- Purchase of Property and Equipment -- (6,328) -- (6,328) (232,437) (Increase) in Other Assets -- -- -- -- (69,069) Payment for License Agreement -- -- -- -- (6,250) ------- --------- --------- --------- ----------- NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES -- (6,328) 9,656 (6,328) (297,506) ------- --------- --------- --------- -----------
See accompanying notes 6 MATERIAL TECHNOLOGY, INC. (Formerly Tensiodyne Scientific Corporation) (A Development Stage Company) STATEMENTS OF CASH FLOWS
From Inception For the Three Months Ended For the Six Months Ended (October 21, 1983) June 30, June 30, Through 1996 1997 1996 1997 June 30, 1997 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) ---------- ----------- ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Common Stock Net of Offering Costs $112,500 $ 35,645 $137,500 $113,902 $846,221 Costs incurred in Offering -- -- -- -- (31,480) Sale of Common Stock Warrants -- -- -- -- 18,250 Payment on Proposed Reoganization -- -- -- -- (5,000) Sale of Preferred Stock -- -- -- -- 258,500 Sale of Redeemable Preferred Stock -- -- -- -- 150,000 Capital Contributions -- -- -- -- 301,068 Loans From Officers 8,074 71,750 34,324 71,750 428,057 Repayments to Officer (30,600) -- (30,600) (44,000) (274,262) ( Increase) Decrease in Loans - Other (1,786) -- (1,786) -- 164,664 -------- -------- --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: 88,188 107,395 139,438 141,652 1,856,018 -------- -------- --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 40,397 293 56,067 5,498 3,076 BEGINNING BALANCE CASH AND CASH EQUIVALENTS 16,896 2,783 1,2 (2,422) -- -------- -------- --------- --------- --------- ENDING BALANCE CASH AND CASH EQUIVALENTS $ 57,293 $ 3,076 $ 57,293 $ 3,076 $ 3,076 -------- -------- --------- --------- --------- -------- -------- --------- --------- ---------
See accompanying notes 7 MATERIAL TECHNOLOGY, INC. (FORMERLY TENSIODYNE SCIENTIFIC CORPORATION) (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 1. In the opinion of the Company's management, the accompanying unaudited financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position of the Company as of June 30, 1996 and 1997 and the results of operations and cash flows for the three month periods then ended. The operating results of the Company on a quarterly basis may not be indicative of operating results for the full year. NOTE 2 SUBSEQUENT EVENTS In accordance with a 14C Information Statement mailed to shareholders, on July 31, 1997, Robert M. Bernstein, as the holder of a majority of the outstanding voting stock of the Corporation, by written consent, and the Corporation's directors authorized, and the Corporation did: (1) transfer all of its assets and liabilities to Material Technologies, Inc., in exchange for 5,560,000 shares of that corporation's Class A common stock and 5,000,000 of those shares will be distributed to the Corporation's existing shareholders; (2) effect a reverse one for ten (1 for 10) stock split reducing the Corporation's outstanding shares from 5,000,000 to 500,000 shares of Class A Common Stock; (3) entered into the reverse merger with SecurFone America, Inc., in accordance with the February 17, 1997 Stock Purchase Agreement and issued 4,500,000 shares of Class A Common Stock in exchange for all of the stock of SecurFone America, Inc., and (4) changed the Corporation's name to SecurFone America, Inc., by amending the Corporation's Certificate of Incorporation. In addition, all the directors resigned and new directors were appointed. 8 MATERIAL TECHNOLOGY, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1997 The Company had no sales during the six month period ended June 30, 1996. The Company generated approximately $104,722 under its research and development contract with Southwest Research Institute, Inc. during the first two quarters of 1997. Revenue for the first two quarters of 1996 consisted of interest of $1,024, which accrued on a note due the Company, and $9,656 on the sale of common stock of Tensiodyne Corporation, which the Company received on settlement of past claims which it had against Tensiodyne. During the six month period ended June 30, 1997, the Company incurred approximately $31,385 in development costs all of which related to the above indicated contract. The Company did not incur any expenses relating to product development during 1996. Under the terms of the arrangement with Southwest Research Institute, Inc., the Company invoices the expenses it incurrs thereunder, which include direct labor and other direct costs, and related general and administrative overhead expenses. It is not intended that the the Company will make any significant profit from this arrangement. General and administration costs were $193,426 and $277,288 respectively, for the six-month periods ended June 30, 1996 and 1997. The major costs incurred during 1996, consisted of officer's salary of $105,000, professional fees of approximately $34,448, telephone expense of approximately $10,709, office expense of $8,195, rent of $10,871, interest expense of $7,836, and filing fees of $3,050. The major costs incurred during 1997 consisted of officer's salary of approximately $75,000, legal and professional fees of approximately $74,477, consulting fees of approximately $55,316, travel expense of approximately $10,848, telephone expense of approximately $8,368, rent of $9,615, and interest expense of $15,947. FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1997 The Company had no sales during the three month period ended June 30, 1996. The only revenue generated during the second two quarters of 1996 was interest in the amount of $516. The interest income consisted of interest which accrued on a note due the Company. 9 During the three month period ending June 30, 1997, the Company generated approximately $100,166 from its research contract. As indicated above, this contract will not generate any substantial profit. Other income earned during these three months consisted of a gain of approximately $16,014 on the foreclosure of real property secured by a note the Company held, $16,013 on the sale of securities, and rental income of $2,708. During the three month period ended June 30, 1997, the Company incurred approximately $26,829 in development costs all of which related to the above indicated contract. The Company did not incur any expenses relating to product development during 1996. General and administration costs were $42,885 and $194,194, respectively, for the three-month periods ended June 30, 1996 and 1997. The major costs incurred during 1996, consisted of professional fees of approximately $14,265, telephone expense of approximately $5,896, travel of $7,214, rent of $7,008, interest expense of $3,918, and filing fees of $3,050. consisted of officer's salary of approximately $30,000, legal and professional fees of approximately $54,832, consulting fees of approximately $53,317, travel expense of approximately $10,246, telephone expense of approximately $5,568, rent of $4,917, and interest expense of $15,322. LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents as of June 30, 1996 and 1997 were $57,293, and $3,076, respectively. During 1996, the Company received $137,500 through the issuance of 50,000 shares of its common stock pursuant to the Company's Stock Option Plan, $34,324 from Officer advances, and $9,656 from the sale of Tensiodyne Corporation common stock. Of the $181,480 received in 1996, $83,027 was used in operations, $10,000 was used in patent legal costs, and $30,600 was repaid on officer advances. During 1997, the Company received $113,902 through the sale of 100,000 of its common stock pursuant to the Company's Stock Option Plan, $64,103 through its product development contract, and $71,750 from Officer advances. Of the $249,755 received in 1997, $193,929 was used in operations, $6,328 was used in purchasing computer equipment, and $44,000 was repaid on officer advances. 10 PART II. OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES During the six month period ended June 30, 1997, the Company received $113,902 through the issuance of 100,000 shares of its common stock pursuant to the Company's Stock Option Plan. The Company also issued 800,000 shares of its common stock through the conversion of $188,593 of indebtedness, 1,499,454 shares of its common stock to its President for the cancellation of $372,000 of accrued wages, 20,000 shares of its common stock to a third party for consulting services, and issued 560,000 shares in the March 9, 1997 recapitilization. ITEM 5. OTHER INFORMATION In accordance with a 14C Information Statement mailed to shareholders, on July 31, 1997, Robert M. Bernstein, as the holder of a majority of the outstanding voting stock of the Corporation, by written consent, and the Corporation's directors authorized, and the Corporation did: (1) transfer all of its assets and liabilities to Material Technologies, Inc., in exchange for 5,560,000 shares of that corporation's Class A common stock and 5,000,000 of those shares will be distributed to the Corporation's existing shareholders; (2) effect a reverse one for ten (1 for 10) stock split reducing the Corporation's outstanding shares from 5,000,000 to 500,000 shares of Class A Common Stock; (3) entered into the reverse merger with SecurFone America, Inc., in accordance with the February 17, 1997 Stock Purchase Agreement and issued 4,500,000 shares of Class A Common Stock to Montpilier Holdings, Inc., in exchange for all of the stock of SecurFone America, Inc., and (4) changed the Corporation's name to SecurFone America, Inc., by amending the Corporation's Certificate of Incorporation. Thus, Montpilier Holdings, Inc. became the owner of 90% of the Corporation's outstanding Class A Common Stock and Robert M. Bernstein relinquished his control of the Corporation. SecurFone America, Inc., ("SecurFone") is principally engaged in the sale and licensing of prepaid cellular phone services. It has been in the development state since its formation on May 20, 1996. SecurFone provides these services in some markets and, in other markets, licenses its resources to unrelated third parties. Generally, these services include providing understanding of the market and assistance in promotion and advertising. SecurFone's services include prepaid cellular calling cards, subscriber recharges on prepaid calling cards via an automated intelligent voice response unit, unrestricted international calling capabilities, multi- lingual capabilities, a uniform, flat rate for long distance service from anywhere in the United States, capability to provide services from any cellular phone, regardless of model, and voice mail service from both cellular and landline sources. In addition, SecurFone is pursuing regional and national distribution of landline prepaid calling cards. It has also developed software to eliminate cellular fraud 11 and is assessing the feasibility of licensing this technology to other cellular providers and carriers. SecurFone's principal offices are in San Diego, California and its primary network facilities are in Miami, Fl. On July 31, 1997, all the Corporation's directors resigned and the following new directors were appointed in accordance with the Stock Purchase Agreement with Montpilier Holdings, Inc.: WILLIAM STUEBER, age 37, became President of SecurFone America, Inc. in June 1996. Since 1982, he has been the owner and president of Direct Mobile, Inc. (formerly known as Vortex Cellular, Inc.), a distributor of cellular telephones, pages, and other communications equipment. NICHOLAS WILSON, age 51, became Chief Executive Officer of SecurFone America, Inc. in June 1996. From September 1994 until October 1996, Mr. Wilson was Chairman of the Board of Intek Diversified Corporation, a publicly-traded company engaged in the development of 220 MHZ special mobile radio systems. Mr. Wilson is President of Roamer One Holdings, Inc. a privately-held holding company which owns a major position in Intek Diversified Corporation. Since 1989, Mr. Wilson has served as President and Chief Executive Officer of Roamer Communications Network which was responsible for providing engineering services to a large number of 220 MHz licensees. In addition to serving as Director to several private companies, Mr. Wilson serves as a Director of Ventel, Inc. a Canadian corporation listed on both the Vancouver and Montreal Stock Exchanges. MICHAEL LEE, age 38, became Chief Financial Officer of SecurFone America, Inc. in June 1996. He is a certified public accountant and member of the American Institute of Certified Public Accountants and the Ohio Society of Certified Public Accountants. Mr. Lee has been a tax partner since October 1993 at Bober, Markey & Company, a large regional public accounting firm. Previously he worked as a tax manager for ten years at Grant Thorton International LLP, one of the world's largest public accounting firms. Mr. Lee presently serves as Treasurer and Director of Roamer One Holdings, Inc. and has served as a Director for numerous private companies. DEREK DAVIS, age 29, became Chief Operating Officer of SecurFone America, Inc. in June 1996. From March 1993 until June 1996, Mr. Davis was Director of Operations of Central Communications Corporation, a company engaged in the construction and operation of 220 MHz special mobile radio systems. From December 1990 until September 1991, Mr. Davis was a financial analyst for Rovic Diamonds, a diamond mining company. Mr. Davis has a Masters of Business Administration from the University of San Diego. STEVEN L. WASSERMAN, age 43, became Secretary and a Director of SecurFone America, Inc. in June 1996. Mr. Wasserman is an attorney and a partner of the law firm of Kohrman Jackson & Krantz, PLL, Cleveland, Ohio. He is Secretary and a Director of Intek Diversified Corporation, a publicly traded wireless communications concern. Mr. Wasserman is also a member of Intek's Audit 12 Committee. He was a principal of the law corporation of Honohan, Harwood, Chernett & Wasserman, LPA, Cleveland, Ohio, from September 1983 until September 1, 1994. Mr. Wasserman is a member of the bars of Ohio and Florida. ITEM 6. EXHIBITS Financial Statements of the business acquired and pro forma financial statement will be filed as exhibits within sixty days of the Corporation's July 31, 1997, acquisition of SecurFone America, Inc. PURSUANT TO THE REQUIREMENTS OF SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED. MATERIAL TECHNOLOGY, INC. ------------------------- REGISTRANT /s/ Robert M. Berstein ---------------------------------------- ROBERT M. BERNSTEIN, PRESIDENT AND CHIEF FINANCIAL OFFICER DATE: JULY 31,1997 13 EX-27 2 FDS
5 6-MOS DEC-31-1997 JUN-30-1997 3,076 13,800 45,174 0 0 53,473 717,900 (154,951) 239,084 601,303 0 0 150,000 5,000 (542,779) 239,084 104,722 104,722 0 203,951 0 0 15,322 (170,193) 0 (170,193) 0 0 0 (170,193) (.03) 0
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