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 June 30, 1998
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: 0-11586
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
(Exact name of small business issuer as specified in its charter)
Pennsylvania 23-0350710
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
810 Lombard Street
Philadelphia, Pennsylvania 19147
(Address of principal executive offices) (Zip Code)
(215) 923-6850
(Issuer's telephone number including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of
1934 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 requirements for the past 90 days. X Yes No
State the number of shares outstanding of each of the issuers shares of common
stock, as of the latest practicable date:
as of June 30th 1998, there were outstanding 12,760,140 shares of the Issuer's
Common Stock, $.005 par value.
2
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
INDEX
Page
Number
PART IFINANCIAL INFORMATION
Item 1.Consolidated Financial Statements
Consolidated Balance Sheets:
June 30, 1998 and December 31, 1997 3
Consolidated Statements of Loss:
Three and Six Months Ended June 30, 1998 and 1997 4
Consolidated Statements of Accumulated Deficit:
Six Months Ended June 30, 1998 and 1997 5
Consolidated Statements of Cash Flows:
Six Months Ended June 30, 1998 and 1997 6
Note to Consolidated Financial Statements 7
Item 2.Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART IIOTHER INFORMATION
Item 1.Legal Proceedings 8
Item 6.Exhibits and Reports on Form 8-K 8
Signatures
3
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
ASSETS
Unaudited DECEMBER 31,
JUNE 30, 1998 1997
Current assets
Cash $1,599 $5,837
Notes receivable 32,000 37,000
Advances to affiliate 62,450 62,450
Other receivables 1,180 440
Total assets $97,229 $105,727
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accrued payroll and rent, officer $400,636 $378,744
Accounts payable and accrued expenses 60,326 60,326
Due to affiliate 32,340 116,606
Total current liabilities 493,302 555,676
Shareholders' deficit
Common stock - $.005 par value, 50,000,000
shares authorized 63,801 63,801
12,760,140 shares issued and outstanding
Capital in excess of par value 1,072,812 1,072,812
Accumulated deficit (1,532,686) (1,586,562)
Total shareholders' deficit (396,073) (449,949)
Total liabilities and shareholders' deficit $97,229 $105,727
The accompanying note is an integral part of these financial statements
4
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF LOSS
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
1998 1997
General and administrative expenses $26,890 $46,813
Other income
Gain on sale of securities 80,000 -
Interest income 765 765
Total other income 80,765 765
Net loss $53,875 $(46,047)
Loss per common share outstanding $.004 ($.0036)
THREE MONTHS ENDED JUNE 30
1998 1997
General and administrative expenses $11,288 $31,263
Other income
Gain on sale of securities 80,000 -
Interest income 382 383
Total other income 80,382 383
Net loss $69,094 $(30,880)
Loss per common share outstanding $.005 $(.0024)
The accompanying note is an integral part of these financial statements.
5
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
1998 1997
BALANCE - BEGINNING OF THE PERIOD $(1,586,561) $(1,503,438)
NET LOSS 53,875 (46,047)
BALANCE - END OF THE PERIOD $(1,532,686) $(1,549,485)
The accompanying note is an integral part of these financial statements.
6
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDEDJUNE 30
1998 1997
Cash flows from operating activities
Net income (loss) $53,875 $(46,047)
Adjustments to reconcile net loss to net cash used
in operating activities
Change in operating assets and liabilities
Accounts receivable 4,260 -
Accrued payroll and rent, officer 21,892 21,891
Total adjustments 26,152 21,891
Net cash provided by (used in) operating activities 80,027 (24,156)
Cash flows from investing activities
Advances from affiliates (84,265) 158,442
Net cash provided by investing activities (84,265) 158,442
Net increase (decrease) in cash (4,238) 134,286
Cash beginning 5,837 7,138
Cash ending $1,599 $141,424
The accompanying note is an integral part of these financial statements
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
June 30 , 1998
Note 1 - The unaudited financial statements presented herein have been
prepared in accordance with the instructions to Form 10-QSB and do not
include all of the information and note disclosures required by generally
accepted accounting principles. These statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10-K annual report for the year ended December 31, 1997. In
the opinion of management, these financial statements include all
adjustments, consisting only of normal recurring adjustments, necessary to
summarize fairly the Company's financial position and results of operations.
The results of operations for the six-month period ended June 30, 1998
may not be indicative of the results that may be expected for the year ending
December 31, 1998.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
PLAN OF OPERATIONS
International Management & Research Corporation's ("IMRC") only business is
the ownership of the stock of
Biosonics through IMRC Holdings ("IMRCH"). IMRC may pursue the acquisition of
additional operating
companies. However, IMRC has an agreement with Biosonics in which Biosonics
has the right of first refusal for
any proposal in the health care industry.
IMRC has not actively traded in the last several months. IMRC, when traded,
is over-the-counter on the NASD
Bulletin Board.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The Company had no operating activities except for certain services provided
in connection with IMRCH's holding
of Biosonics' common stock.
During this period, IMRC transferred 1,600,000 shares of Biosonics' common
stock for the issuance of these shares
to three financial consultants working for Biosonics and IMRC.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
*3.1 Articles of Incorporation (Exhibit to Registrant's Registration
Statement on Form 10 ["Form 10"]).
*3.5 By-laws of Registrant, as amended. (Exhibit to Registrant's Form 10)
27. Financial Data Schedule
(b) Reports on Form 8-K:
The Registrant did not file any reports on Form 8-K during the quarter
ended March 31, 1998.
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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 thereunder duly authorized.
INTERNATIONAL MANAGEMENT &
RESEARCH CORPORATION
Date: August 10, 1998 By: /s/Jack Paller
Jack Paller, President, Chairman
(Principal Executive
Officer), Principal Financial Officer
and Principal Accounting
Officer and Sole Director