U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-QSB/A Quarterly report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended October 31, 1995. Commission file number: 0-8289 THE ROVAC CORPORATION (Exact name of small business issuer as specified in its charter) Delaware 59-1461320 (State or other jurisdiction (IRS Employer of incorp. or organization) Identification No.) 1030 Stafford Street, Rochdale, MA 01542 (Address of principal executive offices) (508)892-1121 (Issuer's telephone number) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes [ ] No [X] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issu- er's classes of common equity, as of the latest practicable date, July 31, 1995: 39,546,681 shares of Common Stock, $.01 par value. [CAPTION] PART I - FINANCIAL INFORMATION Item 1. Financial Statements See attached. Item 2. Management's Discussion and Analysis or Plan of Operation. (a) Liquidity and Capital Resources ROVAC produced key CinchLock(tm) pipe connector components for field testing. The Company continued to contact potential customers to enter into discussions for test marketing programs. ROVAC identified a number of markets for its CinchLock(tm) con- nectors and has supplied metal and plastic samples of the connec- tors to potential manufacturers, wholesalers and distributors for evaluation. The company continues to receive favorable field test results for the company's CinchLock(tm) pipe connectors. During the quarter, the Company continued to install produc- tion machinery and equipment in order to improve the Company's capability of manufacturing a larger volume of key pipe connector components in its existing facilities in Rochdale, Massachusetts. The Company also continued discussions and negotiations for fi- nancing and capital sources in order to meet its working capital requirements and tooling costs to implement proposed projects. Management continues to fund the capital requirements of the Company as they become necessary. (b) Results of Operation for the first quarter ended October 31, 1995 General and Administrative Costs were $41,022 for the quar- ter ending October 31, 1995, as compared to $42,269 for the corresponding quarter in 1994, a decrease of $1,247. The decrease of 3% was primarily due to reduction in legal expenses. Research and Development Costs were $11,589 for the quarter ending October 31, 1995, as compared to $2,702 for the corresponding quarter in 1994, an increase of $8,887. The increase was due to purchases of machinery and material for CinchLock(tm) production. THE ROVAC CORPORATION Item 1 - Financial Information Condensed Balance Sheets October 31, 1995 July 31, 1995 (Unaudited) Assets Current Assets Cash - 1,939 Accounts receivable 8,672 1,665 Accounts receivable-other 183 - Loan receivable-officer 698 233 Inventory 2,191 475 Prepaid expenses 5,200 7,150 __________ __________ Total current assets 16,944 11,462 __________ __________ Property and equipment Machinery and equipment 69,094 69,094 Furniture and fixtures 30,283 30,283 Leasehold improvements 28,121 28,121 __________ __________ 127,498 127,498 __________ __________ Less accumulated depreciation -113,321 -112,721 __________ __________ 14,177 14,777 __________ __________ Patent and patent applications, net of accumulated amortization of $52,055 ($50,105 at July 31, 1995) 86,102 82,661 __________ __________ 86,102 82,661 __________ __________ 117,223 108,900 ========== ========== See accompanying notes to condensed financial statements. THE ROVAC CORPORATION Item 1 - Financial Information Condensed Balance Sheets October 31, 1995 July 31, 1995 (Unaudited) Liabilities and Stockholders' Deficiency Current liabilities Bank overdraft 6,693 - Notes payable-officers 647,908 647,021 Notes payable-other 3,250 3,250 Accounts payable: Trade 112,068 110,846 Parent 440,771 401,908 Accrued expenses 568,416 544,298 _________ ____________ Total current liabilities 1,779,106 1,707,323 _________ ____________ Stockholders' deficiency 8% nonvoting preferred 1,200,000 1,200,000 stock, $100 par value. Authorized 25,000 shares 12,000 shares issued. Common stock, $.01 par 395,467 395,467 Authorized 40,000,000 shares issued and outstanding 39,546,681 and 39,546,681 shares Common stock issuable, $.01 2,775 2,775 par value, 25,000 shares Additional paid-in capital 8,243,276 8,243,276 Accumulated deficit -11,503,401 -11,439,941 __________ ____________ Total stockholders' deficiency -1,661,883 -1,598,423 __________ ____________ 117,223 108,900 ========== ============ See accompanying notes to condensed financial statements. THE ROVAC CORPORATION Statement of Operations (Unaudited) Three Months Ended October 31 1995 1994 ____________ ____________ Revenues: Technology Sale 11,922 - Contract Income - - ____________ ____________ Total Revenues 11,922 - ____________ ____________ Operating Expenses General and Administrative 41,022 42,269 Research and Development 11,589 2,702 Depreciation and amortization 2,550 2,481 ____________ ____________ Total Operating Expense 55,161 47,452 ____________ ____________ Operating Loss -43,239 -47,452 ____________ ____________ Other income (expense) Interest expense -20,221 -20,675 Miscellaneous income - 400 ____________ ____________ -20,221 -20,275 ____________ ____________ Net Loss -63,460 -67,727 ============ ============ Net loss per share of common stock (0.00) (0.00) ============ ============ Weighted average number of common shares outstanding and issuable 39,368,135 39,368,135 ============ ============ See accompanying notes to condensed financial statements. THE ROVAC CORPORATION Statement of Cash Flows (Unaudited) Three Months Ended October 31 1995 1994 ____________ ____________ Cash flows from operating activities: Net loss -63,460 -67,727 Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,550 2,481 (Increase) decrease in assets: Prepaid expenses 1,950 2,000 Receivables -7,655 -298 Inventories -1,716 -723 Increase (decrease) in liabilities: Accounts payable 1,222 8,673 Accrued expenses 24,118 23,318 ____________ ____________ Net cash used in operating activities: -42,991 -32,276 ____________ ____________ Cash flows from investing activities: Acquisition of property and equipment - -7,000 Acquisition of patents and patent applications -5,391 - ____________ ____________ Net cash used in investing activities: -5,391 -7,000 ____________ ____________ Cash flows form financing activities: Proceeds from issuance of notes payable-officers, net 886 1,999 Advance from parent 38,864 37,391 ____________ ____________ Net cash provided by financing activities: 39,750 39,390 ____________ ____________ Net change in cash -8,632 114 ____________ ____________ Cash (bank overdraft) at beginning of period 1,939 -814 ____________ ____________ Cash (bank overdraft) at end of period -6,693 -700 ============ ============ See accompanying notes to condensed financial statements. [CAPTION] PART II - OTHER INFORMATION 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. Exhibits and Reports on Form 8-K. Exhibit 27, Financial Data Schedule, 10/31/95. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE ROVAC CORPORATION (Registrant) Date: April 15, 1996 Raymond E. Shea, Jr. Raymond E. Shea, Jr. Vice President, Treasurer