-----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, LVO7zsst487G3ZYHEQmh2aOMexxFC94Wk8TM3Sghh1Bg+zZR28oOhUoghHOL+I12 nKOgSLhO6Cf9I8lYwDUeXA== 0000950123-96-002866.txt : 19960606 0000950123-96-002866.hdr.sgml : 19960606 ACCESSION NUMBER: 0000950123-96-002866 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960605 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ODESSA FOODS INTERNATIONAL INC CENTRAL INDEX KEY: 0000751412 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 751613360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-12775 FILM NUMBER: 96576951 BUSINESS ADDRESS: STREET 1: ONE EVERTRUST PLAZA 3RD FL STREET 2: C/O BERKSHIRE INTERNATIONAL FINANCE, INC CITY: JERSEY CITY STATE: NJ ZIP: 07302 BUSINESS PHONE: 7186464175 MAIL ADDRESS: STREET 1: ONE EVERTRUST PLZ STREET 2: C/O BERKSHIRE INTERNATIONAL FINANCE INC CITY: JERSEY CITY STATE: NJ ZIP: 07032 FORMER COMPANY: FORMER CONFORMED NAME: FLUID LIFT INTERNATIONAL INC DATE OF NAME CHANGE: 19940628 10QSB 1 FORM 10-QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 or [ ] 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: 0-12775 Odessa Foods International, Inc. (Exact name of registrant as specified in its charter) Delaware 75-1613360 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Evertrust Plaza, 3rd Floor, Jersey City, NJ 07302 (Address of principal executive offices) (Zip Code) (718) 646-4175 (Registrant's telephone number, including area code) ________________________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) 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. [x] Yes [ ] No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the latest practicable date. The number of shares outstanding of each of the registrant's classes of common stock, as of May 20, 1996 is 10,982,277 shares, all of one class of $.00001 par value common stock. 1 2 TABLE OF CONTENTS Page No. -------- PART I Item 1. Financial Statements F1-F4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations and Plan of Operations 3-5 PART II Item 1. Legal Proceedings 6 Item 2. Changes in Securities 6 Item 3. Defaults Upon Senior Securities 6 Item 4. Submission of Matters to a Vote of Security Holders 6 Item 5. Other Information 6 Item 6. Exhibits and Reports on Form 8-K 6 Signatures 7 2 3 ODESSA FOODS INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS MARCH 31, 1996 (UNAUDITED) ASSETS CURRENT ASSETS: Cash $ 116,840 Accounts receivable, less allowance for doubtful accounts of $2,834 25,504 Inventory 24,948 Prepaid expenses and sundry receivables 7,692 ----------- TOTAL CURRENT ASSETS 174,984 ----------- PROPERTY AND EQUIPMENT, less accumulated depreciation of $444,135 2,690,143 ----------- OTHER ASSETS: Start-up costs, less amortization of $72,000 288,000 Prepaid lease costs 391,734 ----------- TOTAL OTHER ASSETS 679,734 ----------- $ 3,544,861 =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 184,263 Note payable - bank 75,000 Loans payable - related parties 192,404 ----------- TOTAL CURRENT LIABILITIES $ 451,667 ----------- STOCKHOLDERS' EQUITY: Common stock, $.00001 par value; authorized 25,000,000 shares; issued and outstanding 10,814,047 shares 108 Additional paid-in capital 7,114,354 Accumulated deficit (4,026,640) Foreign currency translation adjustment 5,372 ----------- TOTAL STOCKHOLDERS' EQUITY 3,093,194 ----------- $ 3,544,861 ===========
See note to financial statements. F1 4 ODESSA FOODS INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Nine Months Ended March 31, March 31, ------------------------------------------------------------------------- 1996 1995 1996 1995 ------------------------------------------------------------------------- SALES $ 141,978 $ 55,675 $ 411,732 $ 137,399 COST OF SALES 109,749 51,772 335,950 119,603 ------------------------------------------------------------------------- GROSS PROFIT 32,229 3,903 75,782 17,796 ------------------------------------------------------------------------- OPERATING EXPENSES: Selling, general & administrative expenses 141,189 118,277 354,404 144,823 Depreciation and amortization 68,000 75,606 203,000 214,221 ------------------------------------------------------------------------- 209,189 193,883 557,404 359,044 ------------------------------------------------------------------------- NET LOSS $ (176,960) $ (189,980) $ (481,622) $ (341,248) ========================================================================= NET LOSS PER SHARE $ (.02) $ (.02) $ (.05) $ (.04) ========================================================================= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 10,724,229 9,658,039 10,359,284 9,562,483 =========================================================================
See note to financial statements. F2 5 ODESSA FOODS INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended March 31, ------------------------------- 1996 1995 ---- ---- CASH FROM OPERATING ACTIVITIES Net loss $ (481,622) $ (341,248) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 203,000 214,221 Sundry other items 955 1,402 Changes in assets and liabilities: Accounts receivable (9,552) (9,124) Inventory (6,664) (39,683) Prepaid expenses and sundry receivables (305,471) 23,039 Accounts payable (31,500) 106,395 ------------------------------- NET CASH USED IN OPERATING ACTIVIES (630,854) (44,998) ------------------------------- CASH FLOWS USED IN INVESTING ACTIVITIES: Purchases of property and equipment (638,665) (296,665) ------------------------------- CASH FLOWS PROVIDED BY FINANCING ACTIVITIES: Issuance of common stock 1,162,614 405,000 Advances from stockholders 142,404 48,702 ------------------------------- 1,305,018 453,702 ------------------------------- INCREASE IN CASH 35,499 112,039 CASH - BEGINNING OF PERIOD 81,341 9,064 ------------------------------- CASH - END OF PERIOD $ 116,840 $ 121,103 =============================== NON-CASH INVESTING AND FINANCING ACTIVITIES: Common shares issued to repay stockholder loans $ -- 0 -- $ 2,706,341 ===============================
See note to financial statements. F3 6 ODESSA FOODS INTERNATIONAL, INC. NOTE TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1996 (UNAUDITED) BASIS OF PRESENTATION The accompanying financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. All such adjustments are of a normal and recurring nature. The results of operations for any interim period are not necessarily indicative of a full year. Certain financial information which is normally included in the financial statements prepared in accordance with generally accepted accounting principles, which is not required for interim reporting purposes, has been condensed or omitted. The accompanying financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the company's annual report on Form 10-KSB for the year ended June 30, 1995. F4 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATIONS Odessa Foods International, Inc. (the "Registrant") is engaged, through its subsidiaries (Odessa Foods, Inc. and Hilmac Gmbh) in the manufacture of sausages, pastas and related food products in Odessa, Ukraine. Consolidated Statements of Operations: (a) Comparative three month periods ended March 31, 1995 and March 31, 1996 Net loss for the three months ended March 31, 1996 was $(176,960) as compared to a net loss of $(189,980) for the comparative three month period ended March 31, 1995. The principal differences between the net losses heretofore indicated (and the fact that net losses decreased by $13,020) relate to the facts that during the three month period ended March 31, 1996 operating expenses increased by $15,306 (as compared to the three month period ended March 31, 1995) while gross profit only increased by $28,326 (as compared to the three month period ended March 31, 1995); thereby accounting for the aforesaid net loss decrease of $13,020. The principal operating expense increase for the comparative three month periods indicated was in selling, general and administrative expenses which increased by $22,912 while depreciation and amortization decreased by $7,606. Sales increased by $86,303 while gross profits increased by $28,326 during the three month period ended March 31, 1996. When taking into account the above referenced increase in operating expenses of $15,306 and deducting therefrom the increase in gross profit of $28,326 the increase in net loss of $13,020 is accounted for. (b) Comparative nine month periods ended March 31, 1995 and March 31, 1996 Net loss for the nine months ended March 31, 1996 was $(481,622) as compared to a net loss of $(341,248) for the comparative nine month period ended March 31, 1995. The principal differences between the net losses heretofore indicated (and the fact that net losses increased by $140,374) relate to the facts that during the nine month period ended March 31, 1996 operating expenses increased by $198,360 (as compared to the nine month period ended March 31, 1995) while gross profit only increased by $57,986 (as compared to the nine month period ended March 31, 1995); thereby accounting for the aforesaid net loss increase of $140,374. The principal operating expense increase for the comparative nine month periods indicated was in selling, general and administrative expenses which increased by $209,581 while depreciation and amortization decreased by $11,221. 3 8 Sales increased by $274,333 while gross profits increased by $57,986 during the nine month period ended March 31, 1996. When taking into account the above referenced increase in operating expenses of $198,360 and deducting therefrom the increase in gross profit of $57,986 the increase in net loss of $140,374 is accounted for. The net loss for quarter ended March 31, 1996 of $(176,960) resulted from the fact that total operating expenses of $209,189 were offset by only $32,229 in gross profits while net loss for the nine months ended March 31, 1996 of $(481,622) resulted from the fact that total operating expenses of $557,404 were offset by only $75,782 in gross profit. Consolidated Balance Sheets: (1) Total assets of the Registrant at quarter ended March 31, 1996 and fiscal year ended June 30, 1995 were $3,544,861 and $2,752,965 respectively, i.e. an increase of $791,896. Such increase is primarily attributable to an increase in (a) current assets of $50,760 (as a result of increases in (i) cash of $35,499, (ii) accounts receivable of $8,597 and (iii) inventory of $6,664), (b) property and equipment of $462,665 (after taking into account accumulated depreciation) and (c) other assets of $278,471 (i.e. increase in prepaid lease costs of $305,471 offset by decrease in start-up costs less amortization of $27,000). Current liabilities of the Registrant at quarter ended March 31, 1996 and fiscal year ended June 30, 1995 were $451,667 and $340,763 respectively. The increase in total current liabilities of $110,904 for the comparative periods is primarily attributable to the fact that while accounts payable and accrued expenses decreased by $31,500 loan(s) payable - related parties increased by $142,404. Primarily as a result of total paid-in capital having increased by $1,162,614 and accumulated deficit having increased by $481,622, stockholders' equity increased from $2,412,202 at June 30, 1995 to $3,093,194 at March 31, 1996; an increase of $680,992. The aforesaid increase in additional paid-in capital resulted from Registrant's sale of shares of its common stock during the nine month period ended March 31, 1996; the Registrant having sold 1,026,670 shares of its common stock during such nine month period for an aggregate net to the Registrant of $1,162,614. A significant portion of such funds were utilized for an investment of $638,665 in the purchase of property and equipment during the nine months ended March 31, 1996; the Registrant having previously expended $296,665 for such purposes during the comparative nine month period ended March 31, 1995. (1) Comparative information as same relates to fiscal year ended June 30, 1995 is based upon audited financial statements as same appear in Registrant's Form 10-KSB for fiscal year ended June 30, 1995. 4 9 Notwithstanding the working capital deficit heretofore referred to, Company management nevertheless continues to believe that the Company will be able to continue its operations through (a) the raising of additional capital through debt and/or equity financing when, as and if necessary and/or (b) its belief that Registrant's operations will eventually improve sufficiently through utilization of property and equipment recently purchased so as to enable Registrant to increase productivity. The Registrant's Plan of Operations for the next 12 months continues to revolve around its aforesaid manufacture of sausages, pastas and related food products. 5 10 PART II Item 1. Legal Proceedings - None Item 2. Changes in Securities - None Item 3. Defaults Upon Senior Securities - None Item 4. Submission of Matters to a Vote of Security Holders - None Item 5. Other Information - None Item 6. (a) Exhibits - None (b) Reports on Form 8-K - (i) 8-K with date of report of February 1, 1996 as executed February 29, 1996 and filed March 8, 1996 - so as to report, in Item 4 thereof, change in certifying accountant. 6 11 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. ODESSA FOODS INTERNATIONAL, INC. By /s/ Leon Golden/ -------------------------------------- Leon Golden, President Dated: May 31, 1996 7 12 EXHIBIT INDEX ------------- Exhibit 27 Financial Data Schedule EX-27 2 FINANCIAL DATA SCHEDULE
5 9-MOS JUN-30-1996 JUL-01-1995 MAR-31-1996 116,840 0 28,338 2,834 24,948 174,984 3,134,278 444,135 3,544,861 451,667 0 0 0 108 3,093,086 3,544,861 411,732 411,732 335,950 335,950 0 0 0 (481,622) 0 (481,622) 0 0 0 (481,622) (.05) (.05)
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