UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
For the quarterly period ended March 31, 1996
[ ] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number 33-55254-33
------------
CLAIRE TECHNOLOGIES, INC.
-------------------------
(Exact name of Registrant as specified in its charter)
Nevada 87-0467224
------------------------------- -------------------------------
(State or other jurisdiction of (IRS Employer Identification
No.)
incorporation )
7373 North Scottsdale Road, Suite B-150
Scottsdale, Arizona 85253
- - ----------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 483-8700
Indicate by a 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 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
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Outstanding as of
Class April 15, 1996
- - -------------------------------------- ----------------------
$.001 par value Class A Common Stock 6,156,000 Shares
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
BASIS OF PRESENTATION
- - ---------------------
General
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a complete presentation of
the financial position, results of operations, cash flows, and stockholders'
deficit in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
Operating results for the quarter ended March 31, 1996 are not
necessarily indicative of the results that can be expected for the year ending
December 31, 1996.
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations.
LIQUIDITY AND CAPITAL RESOURCES
- - -------------------------------
As of March 31, 1996, the Company had $5,790 cash in the bank. There
can be no assurance that the Company will be able to meet its financial
obligations. During the quarter ending March 31, 1996, the Company invested an
additional $125,000 to increase its investment in Hyperflow Technologies, Inc.,
a Nevada corporation (total $894,000 invested to date). The Company owns
approximately 55% of Hyperflow. The investment is recorded under the equity
method because the Company does not control the operations of Hyperflow.
Hyperflow is a development stage Company engaged in the design,
engineering, manufacturing, and sales of etching, stripping, aqueous and
semi-aqueous precision cleaning systems for computer, electronic and
semi-conductor industries. Hyperflow has not generated significant income, and
lost $203,000 in the quarter.
RESULTS OF OPERATIONS
The Company has not had operations that have generated income since its
inception. Its only receipts have been from the sale of its common stock, which
have been used to pay expenses and acquire a 55%
interest in Hyperflow. Further, there has been a limited trading market for the
Company's common stock since its inception to the date of this report.
During the quarter ended March 31, 1996, management fees in the amount
of $81,000 were paid or accrued ($59,300 is shown in accounts payable at March
31, 1996). The Company's President received $30,000 and the Company's Secretary
received $15,000. $17,000 was paid to an entity controlled by the Company's
Secretary for rent and other administrative services.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Financial Statements as of March 31, 1996.
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
CLAIRE TECHNOLOGIES, INC.
DATED: May 14, 1996 /s/ Logan B. Anderson
-------------------------------------
Logan B. Anderson, Secretary/Treasurer
CLAIRE TECHNOLOGIES, INC.
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
March 31,
1996
-------------
ASSETS
CURRENT ASSETS
Cash in bank .......................................... $ 5,790
Prepaid expenses ...................................... 100,000
-------
TOTAL CURRENT ASSETS ..... 105,790
EQUIPMENT ................................................. 20,100
OTHER ASSETS
Investment ............................................ 131,213
Goodwill .............................................. 365,444
-------
496,657
-------
$ 622,547
===========
LIABILITIES & (DEFICIT)
CURRENT LIABILITIES
Accounts payable ...................................... $ 70,206
Bridge loan ........................................... 481,205
Loan payable - related party .......................... 207,000
Accrued interest payable .............................. 25,141
------
TOTAL CURRENT LIABILITIES ..... 783,552
STOCKHOLDERS' (DEFICIT) Common Stock $.001 par value:
Authorized - 50,000,000 shares
Issued and outstanding
6,156,500 shares ................................ 6,156
Additional paid-in capital ............................ 1,128,844
Deficit accumulated during the
development stage ................................ (1,296,005)
----------
TOTAL STOCKHOLDERS' (DEFICIT) ..... (161,005)
--------
$ 622,547
===========
CLAIRE TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
5/3/88
Three months ended (Date of
March 31, inception)
1996 1995 to 3/31/96
----------- ----------- ------------
Net Sales $ - 0 - $ - 0 - $ - 0 -
Cost of sales - 0 - - 0 - - 0 -
----------- ---------- ------------
GROSS PROFIT - 0 - - 0 - - 0 -
General and Administrative
expenses 160,429 - 0 - 868,337
Depreciation and amortization 9,047 - 0 - 21,940
Interest expense 19,586 - 0 - 25,428
Bad debts - 0 - - 0 - 2,300
189,062 - 0 - 918,005
----------- --------- ------------
NET LOSS BEFORE OTHER (189,062) - 0 - (918,005)
OTHER EXPENSE
Loss on investment (113,000) - 0 - (378,000)
----------- --------- ------------
NET LOSS BEFORE INCOME TAXES (302,062) - 0 - (1,296,005)
INCOME TAXES - 0 - - 0 - - 0 -
----------- --------- ------------
NET LOSS $ (302,062) $ - 0 - $(1,296,005)
=========== ========== ===========
Net income (loss) per weighted
average share - operations $ (.03) $ .00
Net income (loss) per weighted
average share - other expense (.02) .00
----------- ---------
Net income (loss) per weighted
average share $ (.05) $ .00
=========== ==========
Weighted average number of
common shares used to
compute net income (loss)
per weighted average share 6,156,000 1,000,000
=========== ==========
CLAIRE TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(DEFICIT)
(Unaudited)
Deficit
Accumulated
Common Stock Additional Stock
During
Par Value $.001 Paid-in
Subscription Development
Shares Amount Capital
Receivable Stage
-------- --------- ---------
- - ----------- -----------
Balances at 5/3/88
(Date of inception) - 0 - $ - 0 - $ - 0 - $ - 0 -
$ - 0 -
Issuance of common
stock (restricted)
at $.002 per share
at 5/5/88 1,000,000 1,000 1,000
Net income for period
(1,950)
--------- --------- ---------
- - ---------- --------
Balances at 12/31/88 1,000,000 1,000 1,000 - 0 -
(1,950)
Net income for year
(10)
--------- --------- ---------
- - ---------- --------
Balances at 12/31/89 1,000,000 1,000 1,000 - 0 -
(1,960)
Net loss for year
(10)
--------- --------- ---------
- - ---------- --------
Balances at 12/31/90 1,000,000 1,000 1,000 - 0 -
(1,970)
Net income for year
(10)
--------- --------- ---------
- - ---------- --------
Balances at 12/31/91 1,000,000 1,000 1,000 - 0 -
(1,980)
Net income for year
(20)
--------- --------- ---------
- - ---------- --------
Balances at 12/31/92 1,000,000 1,000 1,000 - 0 -
(2,000)
Net income for year
- 0 -
--------- --------- ---------
- - ---------- --------
CLAIRE TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Continued)
(Unaudited)
Deficit
Accumulated
Common Stock Additional Stock
During
Par Value $.001 Paid-in
Subscription Development
Shares Amount Capital
Receivable Stage
---------- --------- ----------
- - ------------ ------------
Balances at 12/31/93 1,000,000 1,000 1,000 - 0
- - - (2,000)
Net loss for year
- 0 -
---------- --------- ----------
- - ------------ ------------
Balances at 12/31/94 1,000,000 1,000 1,000 - 0
- - - (2,000)
Issuance of common
stock (restricted)
at 4/3/95 for
subsidiary 10,500,000 10,500 (6,000)
Cancellation of stock
at 5/31/95 (10,400,000) (10,400) 6,000
Sale of common stock
(Regulation "S")
at $.05 per share
at 5/16/95 2,000,000 2,000 98,000
Issuance of common
stock (restricted)
at $.001 per share
for services at
6/30/95 1,900,000 1,900
Sale of common stock
(restricted) at $1.00
per share at
6/30/95 520,000 520 519,480
Costs associated
with stock sales (100,000)
CLAIRE TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Continued)
(Unaudited)
Deficit
Accumulated
Common Stock Additional
Stock During
Par Value $.001 Paid-in
Subscription Development
Shares Amount Capital
Receivable Stage
--------- -------- ------------
- - ------------ ------------
Sale of common stock
(restricted) at $1.00
per share at 6/30/95 455,000 $ 455 $ 454,545 $
$
Issuance of common
stock (restricted)
at $.001 per share
for services at
11/30/95 25,000 25 (25)
- - - 0 -
Options exercised 156,000 156 155,844
(81,000)
Net loss for year
(991,943)
--------- -------- ------------
- - ------------ ------------
Balances at 12/31/95 6,156,000 6,156 1,128,844
(81,000) (993,943)
Collection of stock
subscription
81,000
Net loss for period
(302,062)
--------- -------- ------------
- - ------------ ------------
Balances at 3/31/96 6,156,000 $ 6,156 $ 1,128,844 $
- - - 0 - $ (1,296,005)
========= ======== ============
=========== ============
CLAIRE TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
5/3/88
Three months ended (Date of
March 31, inception)
1996 1995 to 3/31/96
--------- -------- -----------
OPERATING ACTIVITIES
Net (loss) $(302,062) $ - 0 - $ 1,296,005)
Adjustments to reconcile net
(loss) to cash used by
operating activities:
Depreciation & amortization 9,047 - 0 - 21,940
Stock issued for services - 0 - - 0 - 2,000
Loss on investment 113,000 - 0 - 378,000
Changes in assets and
liabilities:
Prepaid expenses - 0 - - 0 - (100,000)
Accounts payable (64,184) - 0 - 70,206
Accrued interest payable 19,450 - 0 - 25,141
--------- -------- -----------
NET CASH USED BY
OPERATING ACTIVITIES (224,749) - 0 - (898,718)
INVESTING ACTIVITIES
Purchase of equipment (2,023) - 0 - (22,647)
Purchase of investment (71,213) - 0 - (509,213)
Goodwill (53,787) - 0 - (384,787)
Organization costs - 0 - - 0 - (50)
--------- -------- -----------
NET CASH USED BY
INVESTING ACTIVITIES (127,023) - 0 - (916,697)
CLAIRE TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
5/3/88
Three months ended (Date of
March 31, inception)
1996 1995 to 3/31/96
--------- --------- ----------
FINANCING ACTIVITIES
Proceeds from sale of common
stock $ 81,000 $ - 0 - $ 1,133,000
Loan proceeds 350,236 - 0 - 911,443
Loan repayments (155,000) - 0 -
(223,238)
--------- --------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 276,236 - 0 - 1,821,205
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (75,536) - 0 - 5,790
Cash and cash equivalents at
beginning of year 81,326 - 0 - - 0 -
--------- --------- ----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 5,790 $ - 0 - $ 5,790
========== ========= ===========
SUPPLEMENTAL INFORMATION Cash paid for:
Interest $ 136 $ - 0 - $ 287