-----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, MVzf54iyvDnXZmWUtk+Z+fwatRiiw1bhmILvZhMPAgJSoQgs1zMQGFxH5MnBKm1+ KCqkM7iVYop6MPCITA66tQ== 0000950168-96-002212.txt : 19961118 0000950168-96-002212.hdr.sgml : 19961118 ACCESSION NUMBER: 0000950168-96-002212 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOMENTUM SOFTWARE CORP CENTRAL INDEX KEY: 0000887530 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132618553 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-20216 FILM NUMBER: 96666760 BUSINESS ADDRESS: STREET 1: 401 SOUTH VAN BRUNT ST CITY: ENGLEWOOD STATE: NJ ZIP: 07631 BUSINESS PHONE: 2018710077 MAIL ADDRESS: STREET 1: 401 SOUTH VAN BRUNT ST CITY: ENGLEWOOD STATE: NJ ZIP: 07631 10-Q 1 MOMENTUM SOFTWARE CORPORATION 10-Q MOMENTUM SOFTWARE CORPORATION 401 South Van Brunt Street Englewood, NJ 07631 (201) 871-0077 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 Commission File Number 0-20216 MOMENTUM SOFTWARE CORPORATION (Exact name of registrant as specified in its charter) New York 13-2618553 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification Number) 401 South Van Brunt Street Englewood, New Jersey 07631 (Address of principal executive office including zip code) 201-871-0077 (Registrant's telephone number including area code) 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 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 November 11, 1996 there were issued and outstanding 4,405,698 shares of the Registrant's Common Stock. PART I. FINANCIAL INFORMATION Item 1 - Financial Statements MOMENTUM SOFTWARE CORPORATION BALANCE SHEET (Unaudited) September 30, December 31, 1996 1995 ----------- ---------- ASSETS Current Assets: Cash $ 346 $ 904 -------------------------- $ 346 $ 904 =========== =========== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Due to shareholders $ 529,050 $ 506,874 Accrued professional fees 92,506 150,506 Other accrued expenses 13,068 11,708 Due to affiliate 162,810 145,674 ----------- ----------- Total current liabilities 797,434 814,762 ----------- ----------- Stockholders' deficit: Common stock, $.001 par value; 6,000,000 shares authorized; 4,405,698 and 4,149,698 shares issued and outstanding at September 30, 1996 and December 31, 1995, respectively 4,406 4,150 Additional paid-in-capital 165,258 101,514 Accumulated deficit (966,752) (919,522) ----------- ----------- Total stockholders' deficit (797,088) (813,858) ----------- ----------- $ 346 $ 904 =========== =========== Note: See accompanying Notes to Financial Statements. MOMENTUM SOFTWARE CORPORATION STATEMENT OF OPERATIONS (UNAUDITED)
Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 ------------- ------------- ------------- ------------- General and administrative expenses $ 3,405 $ 4,334 $ 15,918 $ 17,283 ------------- ------------- ------------- ------------- Loss from operations (3,405) (4,334) (15,918) (17,283) Interest expense (10,584) (9,664) (31,312) (28,560) Net loss $ (13,990) $ (13,998) $ (47,230) $ (45,843) ============= ============= ============= ============= Weighted average shares outstanding 4,405,698 4,099,698 4,274,416 4,099,698 Net loss per share -- -- $ (0.01) $ (0.01) ------------- ------------- ------------- ------------
Note: See accompanying Notes to Financial Statements. MOMENTUM SOFTWARE CORPORATION STATEMENT OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30, 1996 1995 -------------- ------------- Cash flows from operating activities Net loss $ $ (47,230) $ (45,843) Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Increase (decrease) in cash flows due to changes in: Payable to shareholders 22,176 21,000 Accrued professional fees (58,000) 3,000 Other accrued expenses 1,360 0 Payable to affiliate 17,136 21,809 ------------ ---------------- Net cash provided by (used for) operating activities (64,558) (34) Cash flows from financing activities Proceeds from issuance of common stock 64,000 ------------ ---------------- Net increase (decrease) in cash (558) (34) Cash at beginning of period 904 1,451 ------------ ---------------- Cash at end of period $ 346 $ 1,417 ============= ================
Note: See accompanying Notes to Financial Statements. MOMENTUM SOFTWARE CORPORATION NOTES TO FINANCIAL STATEMENTS The balance sheet as of September 30, 1996 and the statements of operations and cash flows for all periods presented herein have been prepared by the Company without audit. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial position as of September 30, 1996 and the results of operations and cash flows for all periods presented, have been made. Results of the interim periods are not necessarily indicative of the results for an entire year. These financial statements should be read in conjunction with the Financial Statements and Notes thereto for the year ended December 31, 1995 contained in the Company's Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on April 12, 1996. Due to Affiliate At September 30, 1996 and December 31, 1995, the Company has recorded $162,810 and $145,674, respectively, due to its affiliate, Momentum Software Corporation, a Delaware corporation ("MSC"). These unsecured balances began earning interest at 8%, compounded quarterly, on January 1, 1994. No arrangements have been made to date as to the settlement of this balance. Loss per Share Loss per share is determined by dividing the net loss for the period by the weighted average number of shares of common stock outstanding. The weighted average number of shares outstanding for the Three months ended September 30, 1996 and 1995 respectively, is 4,405,698 and 4,099,698. The weighted average number of shares outstanding for the Nine months ended September 30, 1996 and 1995 respectively, is 4,274,416 and 4,099,698. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations LIQUIDITY AND CAPITAL RESOURCES: As of September 30, 1996, the Company had a working capital deficit of $797,088, as compared to a working capital deficit of $813,858 as of December 31, 1995. The decrease in the Company's working capital, attributable to the lack of revenues generated to date, as described below, was offset by the issuance of stock to the Company's legal counsel in payment of $64,000 in accrued legal fees. As of the date hereof, the only operations engaged in by the Company are those operations being conducted by its affiliate, Momentum Software Corporation, a Delaware corporation ("MSC"). Apart from revenues generated by MSC and the ability of the Company to receive such revenues, the Company has no independent source of revenue. The Company will require additional financing in the short term to sustain any operations, apart from the operations of MSC. In addition, and depending upon whether the Company is then engaged in any operations, apart from MSC, the Company will require additional financing to sustain its operations in the long term. No assurance can be given that the Company will be able to procure such financing, or if available, that such financing would be on terms deemed favorable by the Company. In the event the Company is unable to obtain such financing, the Company will be unable to conduct any operating activities, apart from MSC. As of September 30, 1996 the Company owed its Directors, Ely Eshel, Sol Menche and Daniel Schwartz an aggregate of $529,050. The payment of principal and accrued interest to such persons is to be made upon demand by such individuals. The Company is not currently in a position to be able to pay such persons the amounts owed and does not anticipate making payments to them with respect to such obligation in the short term. The Company is not currently in default with respect to any outstanding loan obligations. The Company's operations have not been significantly affected by inflation to date, and the Company does not anticipate inflation to significantly affect its results of operations in the near term. RESULTS OF OPERATIONS: Three Months Ended September 30, 1996, as compared to Three Months Ended September 30, 1995 Commencing in June 1990, all the Company's operations were conducted through its affiliate, MSC. Exclusive of the results of operations of MSC, the Company did not generate any revenues for either the Three months ended September 30, 1996 or the Three months ended September 30, 1995. The Company incurred total costs and expenses of $3,405 and $4,334, for the Three months ended September 30, 1996 and September 30, 1995, respectively, and interest expenses of $10,584 and $9,664, for such periods, respectively. Accordingly, the Company incurred a net loss of $13,990 for the Three months ended September 30, 1996, as compared to a net loss of $13,998 for the Three months ended September 30, 1995. Nine Months Ended September 30, 1996, as compared to Nine Months Ended September 30, 1995 Commencing in June 1990, all the Company's operations were conducted through its affiliate, MSC. Exclusive of the results of operations of MSC, the Company did not generate any revenues for either the Nine months ended September 30, 1996 or the Nine months ended September 30, 1995. The Company incurred total costs and expenses of $15,918 and $17,283, for the Nine months ended September 30, 1996 and September 30, 1995, respectively, and interest expenses of $31,312 and $28,560, for such periods, respectively. Accordingly, the Company incurred a net loss of $47,230 for the Nine months ended September 30, 1996, as compared to a net loss of $45,843 for the Nine months ended September 30, 1995. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. 27. Financial Data Schedule. (b) No reports on Form 8-K were filed by the Registrant for the quarter ended September 30, 1996. 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. MOMENTUM SOFTWARE CORPORATION By: /s/ Ely Eshel ------------------------- Ely Eshel, President and Chief Executive Officer Dated: November 11, 1996 By: /s/ Daniel Schwartz ------------------------------- Daniel Schwartz, Secretary, Treasurer and Principal Financial Officer Dated: November 11, 1996 EX-27 2 EXHIBIT 27
5 3-MOS 9-MOS DEC-31-1996 DEC-31-1996 JAN-30-1996 SEP-30-1996 346 346 0 0 0 0 0 0 0 0 346 346 0 0 0 0 346 346 797,434 797,834 0 0 0 0 0 0 4,046 4,406 (801,494) (801,494) 346 346 0 0 0 0 0 0 3,405 15,918 0 0 0 0 10,584 31,312 (13,990) (47,230) 0 0 0 0 0 0 0 0 0 0 (13,990) (47,230) 0 (.01) 0 (.01)
-----END PRIVACY-ENHANCED MESSAGE-----