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, 1999
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 25-0450710
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
185 Commerce Drive
Fort Washington, Pennsylvania 19034
(Address of principal executive offices) (Zip Code)
(215) 646-7100
(Issuer's telephone number including area code)
810 Lombard Street, Philadelphia Pennsylvania 19147
(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 1999, there were outstanding 12,760,140 shares of the
Issuer's Common Stock, $.005 par value.
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
INDEX
Page
Number
PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets:
June 30, 1999 and December 31, 1998 3
Consolidated Statements of Loss:
Three and Six Months Ended June 30, 1999
and 1998 4
Consolidated Statements of Accumulated Deficit:
Six Months Ended June 30, 1999 and 1998 5
Consolidated Statements of Cash Flows:
Six Months Ended June 30, 1999 and 1998 6
Note to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
Signatures
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
ASSETS
Unaudited DECEMBER 31,
June 30, 1999 1998
Current assets
Cash $ 11,718 $ 23,469
Notes receivable 32,000 32,000
Advances to affiliate 62,450 62,450
Other receivables 0
Total assets $ 106,168 $ 117,919
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accrued payroll and rent,
officer $ 444,420 $ 422,528
Accounts payable
and accrued expenses 59,326 60,326
Due to affiliate 92,067 95,264
Total current liabilities 595,813 578,118
Shareholders' deficit
Common stock - $.005 par value,
50,000,000 shares authorized
12,760,140 shares issued
and outstanding 63,801 63,801
Capital in excess of par value 1,072,812 1,072,812
Accumulated deficit (1,626,258) (1,596,812)
Total shareholders' deficit (489,645) (460,199)
Total liabilities and shareholders'
deficit $ 106,168 $ 117,919
The accompanying note is an integral part of these financial
statements
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF LOSS
(UNAUDITED)
SIX MONTHS ENDED THREE MONTHS ENDED
June 30, June 30,
1999 1998 1999 1998
General and administrative
expenses $30,213 $26,890 $16,113 $11,288
Other income
Gain on sale
of securities 0 80,000 0 80,000
Interest income 765 765 382 382
Total other income 765 80,765 382 80,382
Net loss (gain) $29,447 $(53,875) $15,731 $(69,094)
Loss per common
share outstanding ($.002) $.004 ($.001) $.005
The accompanying note is an integral part of these financial
statements.
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
(UNAUDITED)
SIX MONTHS ENDED
June 30,
1999 1998
BALANCE - BEGINNING OF
THE PERIOD $(1,596,812) $(1,586,561)
NET LOSS (29,447) 53,875
BALANCE - END OF THE PERIOD $(1,626,289) $(1,532,686)
The accompanying note is an integral part of these financial
statements.
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
June 30
1999 1998
Cash flows from operating activities
Net income (loss) $(29,447) $53,875
Adjustments to reconcile net
loss to net cash used in
operating activities
Change in operating assets and liabilities
Accounts receivable 0 4,260
Accounts payable and accrued
expenses (1,000) 0
Accrued payroll and rent,
officer 21,892 21,892
Total adjustments 20,892 26,152
Net cash provided by (used in)
operating activities (8,555) 80,027
Cash flows from investing activities
Advances from affiliates (3,196) (84,265)
Net cash provided by investing
activities (3,196) (84,265)
Net increase (decrease) in cash (11,751) ( 4,238)
Cash beginning 23,469 5,837
Cash ending $ 11,718 $ 1,599
The accompanying note is an integral part of these financial
statements
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999
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, 1998. 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, 1999 may not be indicative of the
results that may be expected for the year ending December 31,
1998.
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.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 5. Other Information.
On July 6, 1999 the Company announced the passing of Jack Paller,
the Company's Chief Executive Officer and Director. Mr. Paller
appointed Rober Paller to the Board of Directors prior to his
passing. On July 22, 1999, Robert Paller appointed Sandra
Pileggi, Vice President of the Company, to the board of
directors. Mr. Robert Paller has subsequently resigned his
position on the board. Accordingly, Sandra Pileggi is the sole
director of the company.
The Company plans to seek an individual to become President and
will also be attempting to obtain additional board members.
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, 1999.
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 16, 1999 By: /s/Sandra Pileggi
Vice President and Sole Director