-----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, NDSecMAsfRb3EEvTr6oYwg/TA00JCrenAS0wwFOHl6dcpJ8O3P5H055FSlF4Xvj6 lBFLjUZfFRduiBlJzSGPQw== 0000820380-96-000036.txt : 19960921 0000820380-96-000036.hdr.sgml : 19960921 ACCESSION NUMBER: 0000820380-96-000036 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960826 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL AUTOMATED SYSTEMS INC CENTRAL INDEX KEY: 0000820380 STANDARD INDUSTRIAL CLASSIFICATION: 7372 IRS NUMBER: 870447580 STATE OF INCORPORATION: UT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-16531-D FILM NUMBER: 96620226 BUSINESS ADDRESS: STREET 1: 512 SOUTH 660 EAST CITY: AMERICAN FORK STATE: UT ZIP: 84003 BUSINESS PHONE: 801763996 MAIL ADDRESS: STREET 1: 512 SOUTH 860 EAST CITY: AMERICAN FORK STATE: UT ZIP: 84003 10KSB/A 1 FORM 10-QSB/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Under Section 13 or 15(d) Of the Securities Exchange Act of 1934 For Quarter Ended March 31, 1996 Commission File Number 33-16531-D INTERNATIONAL AUTOMATED SYSTEMS, INC. (Exact name of registrant as specified in its charter) UTAH 87-0447580 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 512 South 860 East American Fork, Utah 84003 (Address of principal executive offices) Registrant's telephone number including area code (801)763-9965 Not Applicable Former Address, 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 proceeding 12 months (or 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 As of March 31, 1996, registrant had 9,186,100 shares of common stock, no par value per share, issued and outstanding after deducting shares held in the corporate treasury. PART I ITEM I - FINANCIAL STATEMENTS The condensed financial statements included herein have been prepared by International Automated Systems, Inc. (the "Company" or the "Registrant"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of the Company, all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 1996, and the results of its operations from June 30, 1995, through March 31, 1996, and from January 1,1996, through March 31, 1996, and changes in its financial position from inception through March 31, 1996, have been made. The results of its operations for such interim period is not necessarily indicative of the results to be expected for the entire year. The financial statements in this amendment have changed from those financial statements included in the prior filing on Form 10-QSB/A for the period ended March 31, 1996. The primary changes were caused by differing treatment of consulting services which the Company performed for its major shareholder during the periods shown in the financial statements. Registrant is a development stage company. Historically its primary activities have been research and development for products based on high technology. Such development has significant risks. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources. As of March 31, 1996, Registrant had cash of $236,142 compared to cash of $10,049 as of June 30, 1995. Cash increased because of the sale of equity securities in the amount of $706,000 yielding net proceeds after offering expenses of approximately $680,000. Inventory increased to $189,650. As of March 31, 1996, total current assets were $455,064 and total assets were $626,043 compared to total current assets $10,049 and total assets $86,465 as of June 30, 1995. As of March 31, 1996, Registrant had total liabilities of $36,764 and shareholders' equity of $497,526. As of June 30, 1995, Registrant had total current liabilities of $153,964 and shareholders' equity of $(81,512). The sale of shares of common stock caused the increase in shareholders' equity. Funds from the sale of common stock were used to pay expenses and reduce liabilities including a note to a related party. As of March 31, 1996, the ratio of current assets to current liabilities was approximately 1.3 to one. As of June 30, 1995, the Company was technically insolvent because liabilities exceeded assets. Results of Operation. For the quarter ended March 31, 1996, Registrant had total revenues of $46,200 compared to total revenues of $1,500 for the same period a year earlier. The following comparisons all relate to the three month period ended March 31, 1995. For the quarter ended March 31, 1996, Registrant had total expenses of $213,963 compared to expenses of $120,832 during the same quarter a year earlier. The increase in income reflects funds received from sales of $44,700. Cost of sales was $24,987 and gross profit was $21,213. For the quarter ended March 31, 1996, Registrant had a net loss of $(185,616) compared to a net loss of $(119,709) for the same quarter a year earlier. The increase in net loss is attributable to the increase in general and administrative expenses and research and development expenses. Net loss per share was $(0.02) compared to $(0.01). General and administrative expenses were $51,692 and research and development expenses were $161,197 compared to $109,589 and $10,781 respectively. Total expenses were $213,963 for the quarter compared to $120,832 for the same quarter a year earlier. For the nine period ended March 31, 1996, had total revenues $68,721 compared total revenues of $4,500 for the same period a year earlier. Revenues increase because of sales in the amount of $64,221. Cost of sales was $38,420. Gross profit was $30,301. All the following comparisons relate to the nine month period ended March 31, 1995, compared to the same nine month period a year earlier. Total expenses for nine month period ended March 31, 1996, were $395,530 compared to $152,545 for the same period a year earlier. General and administrative expenses declined to $94,705 from $120,579 for the same period a year earlier. Research and development expenses increased significantly to $298,467 compared to $30,579 for the same period a year earlier. The Company incurred substantial research and development costs in its efforts to develop its products. For the nine month period the net loss was $(358,766) compared to $(148,550) for the same period a year earlier. The loss for the ninth month period was primarily attributable to the Company's increased research and development expenses. Net loss per share was $(0.04) compared to $(0.02). Part II. Item 1. Legal Proceedings. On July 2, 1996, the Company and its president were named as defendants in a proposed class action lawsuit filed on behalf of certain shareholders seeking damages for violations of the federal securities laws. The Complaint was claims to be brought on behalf of all persons and entities who purchased shares of common stock of the Company during the period of May 13, 1996, to June 27, 1996. The suit seeks damages based on the decrease in the Company's stock price in the trading market because the Company made allegedly material misrepresentations concerning new technology being developed. On August 8, 1996, an amended complaint was filed which increased the number of plaintiffs, added and modified certain allegations, and changed the proposed period from April 3, 1996, to June 27, 1996. This lawsuit is in its preliminary stages. The final outcome of the litigation cannot be determined. The Company intends to defend vigorously the litigation. No provision for any liability that may result from any adverse adjudication has been made in the accompanying financial statements and any effect on future financial statements is unknown. The lawsuit is now captioned Edouard Serfaty, David D. Baker, Michael Berry, Margaret Moskes, Craig Swapp, Linda M. Baker, Robert H. Baker, Kourosh Khalili and Ariel Tzadik, v. International Automated Systems, Inc., and Neldon P. Johnson, Civil No. 2:96 CV 0583 C, filed in the United States District Court for the District of Utah, Central Division. Item 2. Changes in Securities. During the quarter Registrant issued 176,500 shares of common stock, no par value per share. The shares were sold to a approximately nineteen investors at $4.00 per share and the Company realized total proceeds of $706,000 and net proceeds of approximately $680,000. In addition, the Company issued 3,000 shares for services. Item 3. Defaults upon Senior Securities. None. Item 4. Matters Submitted to a Vote of the Company's Shareholders. None. Item 5. Other Information. None. Item 6. Exhibits, Financial Statements, Schedules and Reports on Form 8-K. A. Exhibits. Ex.27 Financial Data Summary. INTERNATIONAL AUTOMATED SYSTEMS, INC. (A Development Stage Company) CONDENSED BALANCE SHEETS (Unaudited) March 31, June 30, 1996 1995 ASSETS Current Assets Cash $236,142 $10,049 Accounts receivable 22,013 - Inventory 189,650 - Prepaid expenses 7,259 - Total Current Assets 455,064 10,049 Property and Equipment Computer and electronic equipment 88,786 51,302 Furniture and fixtures 11,176 3,591 Automobiles 21,657 21,657 Total Property and Equipment 121,619 76,550 Less: Accumulated depreciation (31,563) (18,373) Net Property and Equipment 90,056 58,177 Other Assets Rights to technology 96,458 31,416 Accumulated amortization (15,535) (13,177) Other Assets, Net 80,923 18,239 Total Assets $ 626,043 $ 86,465 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable $ 8,000 $ 8,482 Accrued expenses 21,862 - Deferred revenue 3,500 8,000 Current portion - Long-term debt 3,453 3,453 Note payable - related party 312,057 134,029 Total Current Liabilities 348,872 153,964 Long Term Debt 11,449 14,013 Stockholders' (Deficit) Preferred stock, Class A, no par value, 5,000,000 shares authorized, no shares issued or outstanding - - Common stock, no par value, 45,000,000 shares authorized, 9,189,956 and 9,013,456 shares issued and outstanding at March 31, 1996 and June 30, 1995, respectively. 1,078,599 372,599 Less: Treasury stock (3,325) (3,325) Deficit accumulated during the development stage (809,552) (450,786) Total Stockholders' Equity (Deficit) 265,722 (81,512) Total Liabilities and Stockholders' Equity (Deficit) $ 626,043 $ 86,465 See the accompanying notes to the condensed financial statements. INTERNATIONAL AUTOMATED SYSTEMS, INC. (A Development Stage Company) CONDENSED STATEMENTS OF OPERATIONS (Unaudited) For the Period From Inception (September 26, 1986) Three Months Ended Nine Months Ended Through March 31, March 31, March 31, 1996 1995 1996 1995 1996 Revenue Sales $ 44,700 $ - - - $ 64,221 $ - $ 64,221 Equipment lease income 1,500 1,500 4,500 4,500 16,500 Total Revenue 46,200 1,500 68,721 4,500 80,721 Cost of Sales 24,987 - - - 38,420 - 38,420 Gross Profit 21,213 1,500 30,301 4,500 42,301 Expenses General and administrative 51,692 109,589 94,705 120,579 330,162 Research and development 161,197 10,781 298,467 30,579 496,910 Amortization 1,074 462 2,358 1,387 17,415 Total Expenses 213,963 120,832 395,530 152,545 844,487 Other Income/(Expense) Interest income 7,444 - - - 7,444 - 9,356 Interest expense (310) (377) (981) (505) (16,722) Net Other Income/(Expense) 7,134 (377) 6,463 (505) (7,366) Net Loss $ (185,616) $ (119,709) $ (358,766) $ (148,550) $ (809,552) Net Loss Per Common Share $ (0.02) $ (0.01) $ (0.04) $ (0.02) $ (0.11) Weighted Average Shares Outstanding 9,158,089 9,002,156 9,056,729 8,937,987 7,199,279 See the accompanying notes to the condensed financial statements. B. Reports on Form 8-K. None. 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. Date 8-14-96 International Automated Systems, Inc. By Neldon Johnson President and Chief Executive Officer By Neldon Johnson Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----