UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended May 1, 1997
Commission File Number 0-13039
UNIVERSAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 62-1133652 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
P.O. Box 1355 | | |
| | 11580 |
(Address of principal executive offices) | | (Zip code) |
Registrant's telephone number, including area code: 201-794-9111
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities and 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 o No x
As of August 15, 2007, 5,354,376 shares of common stock par value, $.06 per share were outstanding.
UNIVERSAL SERVICES GROUP, INC.
FORM 10-QSB
QUARTERLY REPORT
For the Period Ended May 1, 1997
INDEX
Part I: | | FINANCIAL INFORMATION | | 2 |
| | | | |
Item 1: | | Financial Statements | | 2 |
| | | | |
Item 2: | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | 8 |
| | | | |
Part II: | | OTHER INFORMATION | | 9 |
| | | | |
SIGNATURES | | | | 10 |
Part I Financial Information
Item 1. Financial Statements.
Universal Services Group, Inc. and SubsidiariesConsolidated Balance Sheets
| | May 1, | | November 1, | |
Assets: | | 1997 | | 1996 | |
| | (Unaudited) | | (Unaudited) | |
Current Assets: | | | | | |
Cash and Cash Equivalents | | $ | 0 | | $ | 0 | |
Accounts Receivable, Net | | | 0 | | | 0 | |
Accounts Receivable-Sale of Assets | | | 0 | | | 0 | |
Other Current Assets | | | 0 | | | 0 | |
| | | | | | | |
Total Current Assets | | $ | 0 | | $ | 0 | |
| | | | | | | |
Property & Equipment, Net | | | 0 | | | 0 | |
| | | | | | | |
Other Assets | | | 0 | | | 0 | |
| | | | | | | |
Total Assets | | $ | 0 | | $ | 0 | |
| | | | | | | |
Liabilities: | | | | | | | |
| | | | | | | |
Current Liabilities | | | | | | | |
Notes Payable-Bank | | $ | 0 | | $ | 0 | |
Current Maturities of Long Term Debt | | | 97,752 | | | 97,752 | |
Accounts Payable-Trade | | | 82,161 | | | 82,161 | |
Accrued Payroll | | | 0 | | | 0 | |
Payroll Taxes Payable | | | 328,578 | | | 328,578 | |
Accrued Expenses | | | 452,523 | | | 452,523 | |
| | | | | | | |
Total Current Liabilities | | $ | 961,014 | | $ | 961,014 | |
| | | | | | | |
Non Current Liabilities: | | | | | | | |
Notes Payable-Related Parties | | | 725,090 | | | 725,090 | |
| | | | | | | |
Total Liabilities | | $ | 1,686,104 | | $ | 1,686,104 | |
| | | | | | | |
Stockholders Equity | | | | | | | |
Common Stock-$.06 Par Value | | $ | 321,232 | | $ | 321,232 | |
50,000,000 Shares Authorized, 5,353,857 Shares | | | | | | | |
Issued and Outstanding | | | | | | | |
Additional Paid in Capital | | | 322,097 | | | 322,097 | |
Retained Earnings (Deficit) | | | (2,329,433 | ) | | (2,329,433 | ) |
| | | | | | | |
Total Stockholders Equity (Deficit) | | | (1,686,104 | ) | | (1,686,104 | ) |
| | | | | | | |
Total Liabilities & Stockholders Equity (Deficit) | | $ | 0 | | $ | 0 | |
See Notes to Consolidated Financial Statements
Universal Services Group, Inc. and SubsidiariesConsolidated Statements of OperationsFor the Three Months ended May 1, 1997 and 1996(UNAUDITED)
| | For the Three Months | |
| | Ended | |
| | May 1, | | May 1, | |
| | 1997 | | 1996 | |
| | (Unaudited) | | (Unaudited) | |
Revenues | | $ | 0 | | $ | 0 | |
| | | | | | | |
Direct Costs | | | 0 | | | 0 | |
| | | | | | | |
Gross Operating Profit | | $ | 0 | | $ | 0 | |
| | | | | | | |
Selling, General and Administrative Expenses | | | 0 | | | 0 | |
| | | | | | | |
Income (Loss) from Operations | | $ | 0 | | $ | 0 | |
| | | | | | | |
Other Income (Expenses) | | | | | | | |
Penalties & Interest | | | 0 | | | 0 | |
Interest Expense, Net | | | 0 | | | 0 | |
Total Other Income (Expenses) | | $ | 0 | | $ | 0 | |
| | | | | | | |
| | | | | | | |
Net Income (Loss) before Taxes | | $ | 0 | | $ | 0 | |
| | | | | | | |
Less: Provision for Income Taxes | | | 0 | | | 0 | |
| | | | | | | |
Net Income (Loss) | | $ | 0 | | $ | 0 | |
| | | | | | | |
| | | | | | | |
Net Income (Loss) per Share | | $ | 0.00 | | $ | 0.00 | |
See Notes to Consolidated Financial Statements
Universal Services Group, Inc. and SubsidiariesConsolidated Statements of OperationsFor the Six Months ended May 1, 1997 and 1996(UNAUDITED)
| | For the Six Months | |
| | Ended | |
| | May 1, | | May 1, | |
| | 1997 | | 1996 | |
| | (Unaudited) | | (Unaudited) | |
Revenues | | $ | 0 | | $ | 0 | |
| | | | | | | |
Direct Costs | | | 0 | | | 0 | |
| | | | | | | |
Gross Operating Profit | | $ | 0 | | $ | 0 | |
| | | | | | | |
Selling, General and Administrative Expenses | | | 0 | | | 0 | |
| | | | | | | |
Income (Loss) from Operations | | $ | 0 | | $ | 0 | |
| | | | | | | |
Other Income (Expenses) | | | | | | | |
Penalties & Interest | | | 0 | | | 0 | |
Interest Expense, Net | | | 0 | | | 0 | |
Total Other Income (Expenses) | | $ | 0 | | $ | 0 | |
| | | | | | | |
| | | | | | | |
Net Income (Loss) before Taxes | | $ | 0 | | $ | 0 | |
| | | | | | | |
Less: Provision for Income Taxes | | | 0 | | | 0 | |
| | | | | | | |
Net Income (Loss) | | $ | 0 | | $ | 0 | |
| | | | | | | |
Net Income (Loss) per Share | | $ | 0.00 | | $ | 0.00 | |
See Notes to Consolidated Financial Statements
Universal Services Group, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Six Months ended May 1, 1997 and 1996
| | For the Six Months | |
| | Ended | |
| | May 1, | | May 1, | |
| | 1997 | | 1996 | |
| | (Unaudited) | | (Unaudited) | |
Cash Flow from Operating Activities | | | | | |
Income (Loss) from Operations | | $ | 0 | | $ | 0 | |
| | | | | | | |
Adjustments to Reconcile Net Income to | | | | | | | |
Net income (Loss) to Net Cash Provided | | | | | | | |
(Used) by Continuing Operations: | | | | | | | |
Depreciation and Amortization | | | 0 | | | 0 | |
| | | | | | | |
(Increase) Decrease in Assets | | | | | | | |
Accounts Receivable | | | 0 | | | 0 | |
Accounts Receivable-Sale of Business | | | | | | 0 | |
Other Current Assets | | | 0 | | | 0 | |
Other Assets | | | 0 | | | 0 | |
Increase (Decrease) in Liabilities | | | | | | | |
Accounts Payable | | | 0 | | | 0 | |
Accrued Expenses | | | 0 | | | 0 | |
Payroll Taxes Payable | | | 0 | | | 0 | |
Total Adjustments | | $ | 0 | | $ | 0 | |
Net Cash Provided (Used) by Operating Activities | | $ | 0 | | $ | 0 | |
| | | | | | | |
Investing Activities | | | | | | | |
Sale of Assets | | $ | 0 | | $ | 0 | |
Return of Security Deposits | | | 0 | | | 0 | |
Purchase of Assets | | | 0 | | | 0 | |
Net Cash Provided (Used) by Investing Activities | | $ | 0 | | $ | 0 | |
| | | | | | | |
Financing Activities | | | | | | | |
Additional Borrowings-Banks | | $ | 0 | | $ | 0 | |
Payments to Banks | | | 0 | | | 0 | |
Payments on Long Term Obligations | | | 0 | | | 0 | |
Additional Borrowings-Related Parties | | | 0 | | | 0 | |
Net Cash Provided (Used) by Financing Activities | | $ | 0 | | $ | 0 | |
| | | | | | | |
Net Increase (Decrease) in Cash & Equivalents | | $ | 0 | | $ | 0 | |
| | | | | | | |
Cash & Cash Equivalents-Beginning of Year | | | 0 | | | 0 | |
Cash & Cash Equivalents-End of Year | | $ | 0 | | $ | 0 | |
| | | | | | | |
Supplemental Disclosures of Cash Flow Information | | | | | | | |
Cash Paid during Year for: Interest | | $ | 0 | | $ | 0 | |
Taxes | | | 0 | | | 0 | |
See Notes to Consolidated Financial Statements
Universal Services Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
May 1, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Name Change - On May 11, 1990, the Company changed its name from ReproTech, Inc. to Universal Services Group, Inc.
Basis of Presentation - The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiaries, General Industrial Technologies, Inc., Data Sciences, Inc. All significant intercompany transactions have been eliminated.
Revenue Recognition - The Company reports personnel service revenue when the service is provided.
Reclassified - Certain prior year’s items have been reclassified to conform to current year’s presentation.
Common Stock - Effective May 11, 1990, the Company declared a one-for-six reverse stock split. All references in the financial statements to weighted average numbers of shares and per share amounts have been restated to reflect the split.
2. In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the financial position, the results of operations and cash flows for the periods presented.
These statements should be read in conjunction with the summary of significant accounting policies and notes contained in the registrant’s annual report (form 10K) for the year ended November 1, 1996 and the statement regarding the disposition of Assets (form 8K) dated October 15, 1993.
3. Sale of Business - On August 30, 1993, the Company sold all its fixed, prepaid and intangible assets to an unrelated party for $600,000 and an amount of up to $1,000,000 more, contingent upon the purchasers’ future profits. Of the $600,000 sale price, $75,000 was paid to the company and a $525,000 letter of credit was made available to the Company to be used only to pay tax liens and claims of government agencies against Data Sciences, Inc. for payroll tax arrearages. Of the total price, $20,000 was applied to the purchase of fixed assets, 10,000 was applied to the purchase of security deposits and the balance of $570,000 less $19,500 in legal fees was applied to the sale of intangible assets owned by the Company.
4. Going Concern- On May 1, 1997, the Company’s current liabilities exceeded current assets by $961,014 and there was a deficit in stockholders equity of $1,686,104. These factors create uncertainty concerning the company’s ability to continue as a going concern. The remaining business assets were sold and management hopes that the contingent sales proceeds will be sufficient to retire the remaining liabilities and provide working capital for some future business venture.
Through May 1, 1997, the Company has not received any payments from the contingent sale portion of the sale agreement.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Introduction
Universal Services Group, Inc. (formerly known as Reprotech, Inc.) was incorporated on February 27, 1984 under the laws of the State of Delaware (the “Company”). The Company, through its wholly-owned subsidiaries, General Industrial Technologies, Inc. and Data Sciences Incorporated (collectively, the “Subsidiaries”), was engaged in the business of providing temporary and permanent technical personnel such as engineers, designers, data processing, computer-aided design drafting specialists and architects.
On August 30, 1993, the Company entered into a sales agreement in which it sold substantially all or all of its fixed, prepaid and intangible assets (including assets owned by the Subsidiaries) to Lehigh-GIT, Inc., an affiliate of Nesco Services Company (the “Transaction”) for $600,000 and an amount of up to $1,000,000 more, contingent upon the purchaser’s future profits. Of the $600,000 purchase price, $75,000 was paid to the Company and $525,000 was escrowed for tax liens and claims of government agencies against the Subsidiaries for payroll tax arrearages. Subsequently, after the closing of the Transaction, the Company wound down its operations and ceased any and all business activities with the expectation to apply the contingent sales proceeds, if any, to satisfy a portion of the remaining liabilities of the Company.
Results of Operations
The Company generated no revenue and incurred no selling, general and administrative expenses for the three month period ended May 1, 1997 and has not conducted any business operations since 1993.
As of the date of the filing of this quarterly report, the Company is seeking a new business venture.
Liquidity and Capital Resources
As the Company no longer has operations on a going forward basis, the Company
will no longer have revenues, but may have expenses while it seeks a new business venture. The Company has an administrative headcount of one.
The Company may rely on short-term advances from related parties to finance any cash requirements while seeking a new business venture.
Part II OTHER INFORMATION
Item 1. Legal Proceedings.
On December 2, 1993, Mr. Walter Sheridan, our former President, instituted a lawsuit against the Company, the Subsidiaries and GIT and was awarded a judgment against such parties on January 14, 1994 for claims relating to the non-repayment of a loan by Mr. Sheridan to the Company and the non-payment of certain bonus compensation allegedly owed to Mr. Sheridan.
On April 22, 1999, the parties entered into an agreement in which any and all claims by and among the parties were settled and released.
Currently, the Company is not a party to any litigation or governmental proceedings that management believes would result in judgments or fines that would have a material adverse effect on the Company.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Other Information.
Not Applicable.
Item 5. Exhibits.
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
| | 31.1 | Certification of Chief Executive Officer and Acting Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| | |
| UNIVERSAL SERVICES GROUP, INC. |
| | |
| By: | /s/ Colin Halpern |
|
Colin Halpern, Chairman and Chief Executive Officer |
| |
| Date: August 15, 2007 |