-----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, ApfPpUxbctL1nB4OwfY9Ro7Yv9simrMqMq1nB8l003IgExbRjEpqSKPcHA37L3ZZ 703I4lWA1lx3zLAlVIBBRw== 0000950148-96-000822.txt : 19960619 0000950148-96-000822.hdr.sgml : 19960619 ACCESSION NUMBER: 0000950148-96-000822 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATERIAL TECHNOLOGY INC CENTRAL INDEX KEY: 0000929425 STANDARD INDUSTRIAL CLASSIFICATION: 3823 IRS NUMBER: 954453386 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-83526 FILM NUMBER: 96564686 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 10-Q 1 QUARTERLY REPORT FOR PERIOD ENDED 3/31/96 1 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: March 31, 1996 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.) 11835 West Olympic Boulevard East Tower 705 Los Angeles, California (address of principal executive offices) (Zip Code) 90064 (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-affilitates of the registrant at May 1, 1996 was 3,167,211. Documents incorporated by reference-None. 1 2 INDEX
PAGE ---- Part 1. Financial Statements Balance Sheets 3 - 4 Statements of Operations - First Quarter Ended March 31, 1995 and 1996 and from the Company's inception (October 21, 1983) through March 31, 1996 5 Statements of Cash Flows First Quarter Ended March 31, 1995 and 1996 and from the Company's inception (October 21, 1983) through March 31, 1996 6 - 7 Notes to Financial Statements 8 Management's Discussion and Analysis 9 Part 2. Other Information 10
2 3 [LETTERHEAD OF JONES, JENSEN & COMPANY] INDEPENDENT AUDITORS' REPORT April 25, 1996 The Board of Directors Blue Jay Enterprises, Inc. (A Development Stage Company) Los Angeles, California The accompanying balance sheet as of March 31, 1996, and the related statements of operations, stockholders' equity (deficit), and cash flows as of March 31, 1996 and 1995 and from inception on December 1, 1980 through March 31, 1996 were not audited by us and, accordingly, we do not express an opinion on them. The accompanying balance sheet as of December 31, 1995 was audited by us and we expressed an unqualified opinion on it in our report dated February 14, 1996. /s/ Jones, Jensen & Company - - --------------------------- Jones, Jensen & Company 4 MATERIAL TECHNOLOGY, INC. (Formerly Tensiodyne Scientific Corporation) (A Development Stage Company) BALANCE SHEETS ASSETS
December 31, March 31, 1995 1996 -------- -------- (Unaudited) CURRENT ASSETS Cash and Cash Equivalents $ 1,226 $ 16,896 -------- -------- TOTAL CURRENT ASSETS 1,226 16,896 -------- -------- FIXED ASSETS Property and Equipment, Net of Accumulated Depreciation 100,958 100,067 -------- -------- OTHER ASSETS Intangible Assets, Net of Accumulated Amortization 22,658 22,161 Investment in Tensiodyne Corporation -- -- Note Receivable (Including Accrued Interest) 23,661 24,168 Refundable Deposit 2,189 2,189 -------- -------- TOTAL OTHER ASSETS 48,508 48,518 -------- -------- TOTAL ASSETS $150,692 $165,481 ======== ========
See accompanying notes 3 5 MATERIAL TECHNOLOGY, INC. (Formerly Tensiodyne Scientific Corporation) (A Development Stage Company) BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' (DEFICIT)
December 31, March 31, 1995 1996 ----------- ----------- (Unaudited) CURRENT LIABILITIES Accrued Legal Fees $ 111,343 $ 106,343 Other Accrued Expenses 30,236 30,236 Accrued Officers Salary 172,000 277,000 Loan Payable - Officer 23,272 49,522 Loan Payable - Others 84,439 84,439 Payable on Research and Development Sponsorship 188,495 188,495 ----------- ----------- TOTAL CURRENT LIABILITIES 609,785 736,035 Loans Payable - Officer 113,268 115,817 Loans Payable - Other 60,829 62,198 ----------- ----------- TOTAL LIABILITIES 783,882 914,049 ----------- ----------- 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 2,157,880, at December 31, 1995, and 2,167,880 Shares at March 31, 1996 2,157 2,167 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 1,763,698 1,788,688 Less Notes Receivable - Common Stock (14,720) (14,720) Deficit Accumulated During the Development Stage (2,380,135) (2,520,513) ----------- ----------- (628,590) (743,968) Less: Treasury Stock (62,000 Shares of Class A Common) - At Cost (154,600) (154,600) ----------- ----------- TOTAL STOCKHOLDERS' (DEFICIT) (783,190) (898,568) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 150,692 $ 165,481 =========== ===========
See accompanying notes 4 6 MATERIAL TECHNOLOGY, INC. (Formerly Tensiodyne Scientific Corporation) (A Development Stage Company) STATEMENTS OF CASH FLOWS
For the Three Months From Inception Ended (October 21, 1983) March 31, March 31, Through 1995 1996 March 31, 1996 --------- --------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ (54,530) $(140,378) $(2,520,513) --------- --------- ----------- Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities Depreciation and Amortization 3,744 1,388 156,172 Gain on Sale of Tensiodyne Corporation Common Stock -- (9,656) (9,656) Charge off of Deferred Offering Costs -- -- 31,480 Loss on Sale of Equipment -- -- 12,780 Issuance of Common Stock for Services -- -- 279,498 Issuance of Stock for Agreement Modification -- -- 152 Forgiveness of Indebtedness -- -- 165,000 Increase (Decrease) in Accounts Payable and Accrued Expenses -- 100,000 413,578 Interest Accrued on Note Payable 3,634 3,917 14,787 Increase in Research and Development Sponsorship Payable -- -- 188,495 (Increase) in Note for Litigation Settlement (465) (507) (24,168) (Increase) in Deposits -- -- (2,189) --------- --------- ----------- TOTAL ADJUSTMENTS 6,913 95,142 1,225,929 --------- --------- ----------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (47,617) (45,236) (1,294,584) --------- --------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds From Sale of Equipment -- -- 10,250 Proceeds from Sale of Tensiodyne Corporation Common Stock -- 9,656 9,656 Purchase of Property and Equipment -- -- (226,109) (Increase) in Other Assets -- -- (69,069) Payment for License Agreement -- -- (6,250) --------- --------- ----------- NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES -- 9,656 (281,522) --------- --------- -----------
See accompanying notes 6 7 MATERIAL TECHNOLOGY, INC. (Formerly Tensiodyne Scientific Corporation) (A Development Stage Company) STATEMENTS OF CASH FLOWS
For the Three Months From Inception Ended (October 21, 1983) March 31, March 31, Through 1995 1996 March 31, 1996 --------- -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Common Stock Net of Offering Costs $ -- $ 25,000 $ 583,279 Costs incurred in Offering -- -- (31,480) Sale of Common Stock Warrants -- -- 18,250 Sale of Preferred Stock -- -- 258,500 Sale of Redeemable Preferred Stock -- -- 150,000 Capital Contributions -- -- 301,068 Loans From Officers 53,253 26,250 339,307 Repayments to Officer -- -- (165,586) Increase in Loan Payable-Others 668 -- 139,664 --------- -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: 53,921 51,250 1,593,002 --------- -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6,304 15,670 16,896 BEGINNING BALANCE CASH AND CASH EQUIVALENTS (6,270) 1,226 -- --------- -------- ---------- ENDING BALANCE CASH AND CASH EQUIVALENTS $ 34 $ 16,896 $ 16,896 ========= ======== ==========
See accompanying notes 7 8 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 March 31, 1995 and 1996 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. 8 9 MATERIAL TECHNOLOGY, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996 The Company had no sales during the three month periods ended March 31, 1995 and 1996. The only revenue generated during the first quarter of 1995 was interest in the amount of $464 which consisted of interest of that accrued on a note due the Company. Revenue generated during the first quarter of 1996 consisted of interest of $507 which accrued on a note due the Company and $9,656 on the sale common stock of Tensiodyne Corporation which the Company received on settlement of past claims which it had against Tensiodyne. During the three month periods ended March 31, 1995, the Company incurred approximately $7,467 in development costs all of which related to testing. The Company did not incur any expenses relating to its product development during the first quarter of 1996. General and administration costs were $47,527 and $150,541, respectively, for the three-month periods ended March 31, 1995 and 1996. The major costs incurred during the first quarter of 1995 consisted of travel of $14,141, telephone of $4,737, rent of $8,760, and professional fees of $8,199. The major costs incurred during the first quarter of 1996 consisted of officer's salary of $105,000, professional fees of approximately $20,183, telephone expense of approximately $4,813, office expense of $8,051, and rent of $3,862. LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents as of March 31, 1995 and 1996 were $1,226 and $16,896, respectively. During the first quarter of 1995, the Company received $53,253 from officer loans and increase loans from third party by $683. Of the $53,921 borrowed, $47,617 was used in operations and $6,270 covered the Company's overdraft as of December 31, 1994. During the first quarter of 1996, the Company received $25,000 from its officers on the sale of its Class A Common Stock, $26,250 from Officer advances and $9,656 from the sale of Tensiodyne Corporation common stock. Of the $60,906 received in 1996, $45,236 was used in operations. 9 10 PART II. OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES On February 9, 1996, the Corporation's Board of Directors adopted Material Technology, Inc.'s 1996 Stock Option Plan. The plan authorizes the Corporation to issue to the Corporation's key employees, advisors, consultants, directors, and officers options to purchase shares of the Corporation's common stock. Under the plan, the Corporation may issue options to purchase up 120,000 shares of the Corporation's Common Stock on terms and conditions consistent with the Plan and determined by the officers of the Corporation at the time the options are issued. On February 21, 1996, the Corporation registered the shares to be issued pursuant to the plan with the Securities and Exchange Commission by filing a Form S-8 registration statement. As of May 10, 1996, the Corporation has granted 40,000 options under the Corporation's 1996 Stock Option Plan. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS From 1994 to 1995, no annual meeting of stockholders of the Corporation has been held. Delaware law specifies that an annual meeting of stockholders should be held but provides no penalty for failure of the corporation to do so. Since the Corporation has not conducted significant business operations for the last several years, the Corporation's directors and officers deemed that no annual meeting was necessary or advisable. Given the Corporation's lack of funds, the cost of an annual meeting was prohibitively expensive. On April 10, 1996, in accordance with Section 228(a) of the General Corporation Law of Delaware, the majority shareholder Robert M. Bernstein consented on behalf of the Corporation's shareholders to the election of Robert M. Bernstein, Joel R. Freedman, and John Goodman as the Corporation's directors and approved the Board of Directors' adoption of the Corporation's 1996 Stock Option Plan. By unanimous consent, these Directors then named Robert M. Bernstein as the Corporation's Chief Executive Officer, President, and Chief Financial Officer and named Joel R. Freedman as the Secretary of the Corporation. In accordance with Section 228(d) of the General Corporation Law of Delaware, the Corporation notified its nonvoting shareholders of the shareholder action by consent electing directors and approving the 1996 Stock Option Plan. 10 11 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. Material Technology, Inc. ------------------------- Registrant --------------------------------- Robert M. Bernstein, President and Chief Financial Officer 11 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-1996 MAR-31-1996 16,896 0 0 0 0 16,896 100,067 0 165,481 736,035 0 0 350 2,227 1,788,688 165,481 0 0 0 0 150,541 0 0 (140,378) 0 (140,378) 0 0 0 (140,378) (0.06) (0.06)
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