U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1996
- -------------------------------------------------------------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d)
OF THE EXCHANGE ACT
For the transition period from to
------------------- ------------------------
Commission File Number 0-15362
---------------------------------------------------------
COMPUFLIGHT, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 11-2883366
- ------------------------------------ --------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
99 Seaview Drive, Port Washington, NY 11050
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
516-625-0202
Issuer's telephone number ------------------------------------------------------
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) 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 requirements for the past 90 days.
Yes No X
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.
Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of the issuer's common stock as of June 30,
1996 was 1,701,980 shares.
Page 1 of 13
I N D E X
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
Condensed Consolidated Balance Sheet
as of January 31, 1996........................... 3
Consolidated Statements of Earnings
for the Three Months Ended January
31, 1996 and January 31, 1995.................... 4
Condensed Consolidated Statements of
Cash Flows for the Three Months Ended
January 31, 1996 and January 31, 1995............ 5
Notes to Condensed Consolidated
Financial Statements............................. 6
Item 2. Management's Discussion and Analysis
or Plan of Operation............................. 7
PART II. OTHER INFORMATION................................ 13
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of
Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Page 2 of 13
- --------------------------------------------------------------------------------
COMPUFLIGHT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
JANUARY 31,
1996
- --------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and equivalents $ 44,101
Accounts receivable, net of allowance for doubtful accounts
of $20,900 422,927
License fee receivable 121,021
Prepaid expenses and other 16,895
----------
Total current assets 604,944
INVESTMENT TAX CREDITS RECEIVABLE 503,869
LICENSE FEE RECEIVABLE 190,092
FIXED ASSETS, NET 335,673
OTHER ASSETS 31,573
----------
$1,666,151
----------
----------
- --------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 724,522
Deferred salaries 13,368
Due to related parties - current portion 278,013
----------
Total current liabilities 1,015,903
DUE TO RELATED PARTIES 99,605
MINORITY INTERESTS 260,626
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Capital stock, par value $.001 per share; authorized
2,500,000 shares; issued and outstanding 1,701,980 shares 1,702
Additional paid-in capital 1,545,745
Notes receivable - former Chairmen (1,022,323)
Cumulative foreign translation adjustment 41,118
Accumulated deficit (276,225)
----------
290,017
----------
$ 1,666,151
----------
----------
See notes to unaudited condensed consolidated financial statements.
Page 3 of 13
- --------------------------------------------------------------------------------
COMPUFLIGHT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
FOR THE THREE MONTHS ENDED JANUARY 31, 1996 1995
- --------------------------------------------------------------------------------
Revenue
Service fees $ 837,112 $ 765,591
Hardware, software and license sales 16,709 25,229
--------- ---------
853,821 790,820
--------- ---------
Costs and Expenses
Operating 482,158 420,257
Research and development 98,441 31,351
Selling, general and administrative 263,398 247,697
Depreciation and amortization 32,918 31,930
--------- ---------
876,915 731,235
--------- ---------
Operating (loss) income (23,094) 59,585
Other income (expense)
Interest income 15,333 9,802
Interest expense - related parties (7,947) (16,969)
Interest expense - other (16,643) (14,379)
Realized foreign exchange loss (3,580) (4,265)
Scientific research and experimental development
credits 53,026 18,106
Other 421 (3,375)
--------- ---------
Earnings before minority interests 17,516 48,505
Loss of minority interests 6,615
--------- ---------
NET EARNINGS $ 17,516 $ 55,120
--------- ---------
--------- ---------
- --------------------------------------------------------------------------------
Net earnings per share $ 0.01 $ 0.03
--------- ---------
--------- ---------
Weighted Average Number of Common Shares Outstanding 1,660,313 1,576,980
--------- ---------
--------- ---------
See notes to unaudited condensed consolidated financial statements.
Page 4 of 13
- --------------------------------------------------------------------------------
COMPUFLIGHT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
FOR THE THREE MONTHS ENDED JANUARY 31, 1996 1995
- --------------------------------------------------------------------------------
Cash flows from operating activities
Net earnings $ 17,516 $ 55,120
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation and amortization 32,918 31,930
Provision for uncollectible accounts 5,867
Minority interests (6,615)
Consulting fees, net 17,516 16,748
(Increase) decrease in operating assets - net (40,580) 185,606
Decrease in operating liabilities - net (6,726) (81,009)
--------- ---------
Net cash provided by operating activities 20,644 207,647
--------- ---------
Cash flows from investing activities
Purchase of fixed assets (14,475) (16,720)
Payments from (advances to) RE&A 2,740 (577)
--------- ---------
Net cash used in investing activities (11,735) (17,297)
--------- ---------
Cash flows from financing activities
Payment of notes - former affiliate (60,000) (60,000)
Repayment of Global demand loan (203,789)
Payment of notes (8,126)
--------- ---------
Net cash used in financing activities (60,000) (271,915)
--------- ---------
Effect of foreign translations on cash (2,720) 19,025
--------- ---------
NET DECREASE IN CASH AND EQUIVALENTS (53,811) (62,540)
Cash and equivalents at beginning of year 97,912 139,951
--------- ---------
Cash and equivalents at end of period $ 44,101 $ 77,411
--------- ---------
--------- ---------
See notes to unaudited condensed consolidated financial statements.
Page 5 of 13
- --------------------------------------------------------------------------------
COMPUFLIGHT, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JANUARY 31, 1996
- --------------------------------------------------------------------------------
NOTE A. DESCRIPTION OF BUSINESS AND ORGANIZATION
Compuflight, Inc. (the "Company"), directly or indirectly through its
wholly-owned Canadian subsidiaries, Navtech Systems Support Inc.
("Support"), and Efficient Aviation Systems Inc. ("EAS"), is engaged
in the business of developing, marketing, licensing and supporting
computerized flight planning and aircraft performance engineering services
for the aviation industry.
NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The condensed consolidated balance sheet as of January 31, 1996, and the
consolidated statements of earnings and cash flows for the three months
ended January 31, 1996 and 1995, have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include
only normal recurring accrual adjustments) necessary to present fairly the
financial position, results of operations and cash flows at January 31, 1996,
and for all periods presented, have been made.
The condensed consolidated financial statements include the accounts of
Compuflight, Inc. ("Compuflight") and its wholly-owned Canadian
subsidiaries, Support and EAS. All material intercompany balances and
transactions have been eliminated. In accordance with Statement of Financial
Accounting Standards No. 52, "Foreign Currency Translations," assets
and liabilities of foreign operations are translated at current rates of
exchange while results of operations are translated at average rates in
effect for that period. Unrealized translation gains or losses are shown
as a separate component of shareholders' equity.
For information concerning the Company's significant accounting
policies, reference is made to the Company's Annual Report on Form 10-KSB
for the year ended October 31, 1995. Results of operations for the three
months ended January 31, 1996 are not necessarily indicative of the
operating results for the full year.
NOTE C. ACQUISITION OF MINORITY INTEREST
Effective November 24, 1995, the Company issued 125,000 shares of its common
stock in exchange for 500,000 shares of Support, which represented the
common shares of Support held by the one remaining common shareholder of
Support, and accordingly, the Company now owns 100% of the outstanding common
shares of Support. The excess of the fair market value of the Company's
common stock on the date of the exchange ($101,563) over the Company's
minority interest ($78,411) has been recorded as goodwill (included in Other
Assets) in the accompanying consolidated balance sheet.
Page 6 of 13
- --------------------------------------------------------------------------------
COMPUFLIGHT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THREE MONTHS ENDED JANUARY 31, 1996
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS
REVENUE
Revenue from service fees was approximately $837,000 in the three months
ended January 31, 1996 compared with approximately $766,000 for the
three months ended January 31, 1995, an increase of 9%, or approximately
$71,000. This increase is primarily attributable to an increase in fees from
existing customers for the provision of new or enhanced services of
approximately $120,000 as well as the addition of revenue of approximately
$49,000 through a teaming agreement with a U.S. systems integrator to design
and develop modifications to the Company's existing product in order to
solicit a U.S. government contract. These increases were offset by the loss
of a number of service bureau customers representing an aggregate fee base of
approximately $104,000.
Revenue from hardware sales and software licenses decreased 34%, or
approximately $8,000, from approximately $25,000 for the three months
ended January 31, 1995 to approximately $17,000 for the three months
ended January 31, 1996. The change is due to a decrease in the financed
portion of long term license fees receivable as payments made reduce
the outstanding balance.
COSTS AND EXPENSES
Operating expenses increased approximately 15% or $62,000 from approximately
$420,000 for the three months ended January 31, 1995 to approximately
$482,000 for the three months ended January 31, 1996. This change is
primarily attributable to an increase in salaries and benefits of
approximately $50,000 from the addition of several senior level management
positions in sales and finance. Furthermore, an increase in computer lease
costs of approximately $9,000, an increase in long distance phone
charges of approximately $7,000 and an increase in other operating expenses
of approximately $4,000 added to the overall increase of operating expenses.
Net research and development expenditures increased approximately
214%, or approximately $67,000, during the three months ended January 31,
1996 over the same period in fiscal 1995 as the result of increased
activities in the development of the Company's software technologies. While
the Company still maintains its commitment to increasing in-house
personnel and expertise, the Company has retained contract services for
the delivery of large systems integration projects (teaming agreement
referred to above). Approximately $31,000 of the net increase above is due
to the inclusion of these contract services.
Selling, general and administrative expenses increased approximately
6%, or $15,000, from approximately $248,000 for the three months ended
January 31, 1995 to approximately $263,000 for the three months ended
January 31, 1996. This increase is primarily attributable to an
increase in consulting fees paid to Ray English and Associates Inc. of
approximately $16,000, which incorporate a full three months as compared
to one month in 1995, and an increase of approximately $41,000 in
consulting fees due mainly to the Company's entering into a Key Advisor
Agreement with Kenneth M. Snyder, a director of the Company.
Furthermore, travel expenses increased approximately $22,000 as a result of
the Company's increase in marketing and sales activities targeted at
increasing
Page 7 of 13
- --------------------------------------------------------------------------------
COMPUFLIGHT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THREE MONTHS ENDED JANUARY 31, 1996
- --------------------------------------------------------------------------------
revenues from current customers. These increases were offset by decreases in
professional fees of approximately $50,000 attributed to a reduction in the
costs associated with filing the Company's outstanding regulatory reports, bad
debt expense of approximately $7,000 and other expenses of approximately
$7,000.
OTHER INCOME (EXPENSE)
The Company recorded a loss of $4,000 on realized foreign exchange
transactions for the three months ended January 31, 1996 which is similar to
the loss recorded for the same period in 1995. Gains and losses in
foreign exchange are attributable to the difference in rates
between the transaction date and the settlement date and cannot readily be
compared between periods.
The Company has claimed scientific research and experimental development
credits of approximately $53,000 in the three months ended January 31,
1996 as compared to approximately $18,000 for the three months ended
January 31, 1995. The increase is due primarily to an increase in
research and development expenditures as noted above, all of which are
eligible for the credit.
EARNINGS OF MINORITY INTERESTS
During the three months ended January 31, 1996, the remaining minority common
shareholder in Support, Innovation Ontario Corporation, a Canadian company,
exercised its option to exchange its 500,000 common shares of Support for
125,000 shares of common stock of Compuflight. Accordingly, the Company now
owns all of the outstanding common shares of Support.
NET EARNINGS
The unaudited consolidated financial statements reflect net earnings of
approximately $18,000 for the three months ended January 31, 1996 as
compared to net earnings of approximately $55,000 for the three
months ended January 31, 1995. The decrease in net earnings is due to
higher salaries and costs related to increased sales personnel and market
development costs.
LIQUIDITY AND CAPITAL RESOURCES
The Company had a net decrease in cash resources of $53,811 for the three
months ended January 31, 1996 compared to a net decrease of $62,540 for the
three months ended January 31, 1995. In addition, at January 31, 1996,
the Company had a working capital deficiency of $410,958 as compared to
$463,225 as of October 31, 1995.
Cash flows from operations accounted for an increase in cash of $20,644,
primarily as a result of the offset of non-cash charges (i.e., depreciation
and amortization) offset by a reduction in operating liabilities and an
increase in operating assets. Cash flows from investing activities for the
three months ended January 31, 1996 represent a net outflow of $11,735,
primarily due to the purchase of fixed assets. Cash flows from financing
activities for the three months ended January 31, 1996 represent a net
outflow of $60,000, all of which relates to payments to Sandata, Inc.
pursuant to that certain promissory note of the Company, dated July 31, 1993,
in the approximate principal amount of $676,000.
Page 8 of 13
- --------------------------------------------------------------------------------
COMPUFLIGHT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THREE MONTHS ENDED JANUARY 31, 1996
- --------------------------------------------------------------------------------
The Company currently has no significant capital commitments but may,
from time to time, consider acquisitions of complementary businesses,
products or technologies; it has no present understandings, commitments or
agreements with respect to any such acquisitions.
As of January 31, 1996, the Company's available funds consisted of $44,101 in
cash.
COMMITMENTS AND CONTINGENCIES
EMPLOYMENT AGREEMENT
The employment agreement with the Company's current Chairman, Russell K.
Thal, as amended, provides for the obtaining of an annuity and/or insurance
policy under which 60 consecutive monthly payments of $10,000 would be
payable upon termination of his employment and $600,000 would be payable upon
his death through March 31, 2004 (which amount decreases to the extent of the
$10,000 payments).
SECURITIES AND EXCHANGE COMMISSION FILINGS
By letter dated January 23, 1996, the Securities and Exchange Commission
(the "Commission") advised the Company that it had failed to file its Annual
Report on Form 10-KSB for the fiscal year ended October 31, 1994 (the "1994
Form 10-KSB") and Quarterly Reports on Form 10-QSB for the fiscal quarters
ended January 31, 1995, April 30, 1995 and July 31, 1995 (collectively, the
"1995 Forms 10-QSB''). The Commission also advised the Company that it had
filed late its Form 10-KSB for the fiscal year ended October 31, 1993 and
Forms 10-QSB for the fiscal quarters ended January 31, 1994 and July 31,
1994, and failed to file Notifications of Late Filing on Form 12b-25 with
regard to the 1995 Forms 10-QSB. By letter dated March 4, 1996, the
Commission advised the Company that it had also failed to file its Annual
Report on Form 10-KSB for the fiscal year ended October 31, 1995 (the "1995
Form 10-KSB").
The Commission's Division of Enforcement advised the Company further that
it is considering recommending that the Commission institute enforcement
action, which could include civil penalties, against the Company for
violations of the reporting requirements of Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
thereunder. Pursuant to the Exchange Act, the amount of the penalty shall
be determined by the court in light of the facts and circumstances; however,
for each violation, the amount of the penalty, with regard to a company,
cannot exceed the greater of $50,000 or the gross amount of pecuniary gain
to the Company as a result of any violation. The Exchange Act provides for
substantially greater maximum penalties in the event the violation involved
fraud, deceit, manipulation, or deliberate or reckless disregard of a
regulatory requirement and/or such violation directly or indirectly
resulted in substantial losses or created a significant risk of substantial
losses to other persons.
The Company filed its 1994 Form 10-KSB on March 22, 1996. Furthermore, the
Forms 10-QSB for the fiscal periods ended January 31, 1995, April 30, 1995 and
July 31, 1995 were filed on April 9, 1996, April 24, 1996 and April 25, 1996,
respectively, and the 1995 Form 10-KSB was filed on July 5, 1996.
The Company, in its latest correspondence with the Commission, dated July 5,
1996, has indicated that, in addition to the filing of this Form 10-QSB for
the fiscal quarter ended January 31, 1996, it intended to file its Form 10-QSB
for the fiscal quarter ended April 30, 1996 on or before July 11, 1996. No
assurance can be given that, notwithstanding the Company's filing of this
Form 10-QSB and notwithstanding the filing of the Form 10-QSB for the fiscal
quarter ended April 30, 1996 on or before the date set forth above, the
Commission will not seek to recover civil penalties from the Company with
regard to such delinquent reports or the other previously filed reports by
the Company. Any such action taken by the Commission could have a material
adverse effect on the Company's financial position, liquidity and results of
operations. As the Company cannot presently predict, with any certainty, the
ultimate outcome of this matter, no amounts have been provided for in the
accompanying consolidated financial statements.
PLAN OF OPERATION
The Company believes that its existing working capital is insufficient
to finance its operations and research and development plans.
Management has identified a number of specific initiatives to reduce the
working capital deficiency as follows:
SOFTWARE CONTRACT CLAIM
On January 31, 1991, the Company was awarded a fixed price subcontract
with Harris Corporation ("Harris") for the development of flight
planning software, training and related documentation for the United States
Air Force ("Air Force"). The total fixed price for the 24 month
subcontract was $2,168,268. As of October 31, 1993, the full fixed
price subcontract had been billed and collected. During the course of the
contract, Harris and the Company undertook additional work effort requested
by the Air Force, which Harris and the Company considered beyond the scope
of the
Page 9 of 13
- --------------------------------------------------------------------------------
COMPUFLIGHT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THREE MONTHS ENDED JANUARY 31, 1996
- --------------------------------------------------------------------------------
statement of work of the fixed price contract. In January 1995, the Company
filed with Harris claims aggregating $736,687 for services which the Company
considered beyond the scope of the subcontract.
Harris subsequently advised the Company that a portion of the Company's
claim ($612,000) together with Harris' separate claim has been submitted
to the Air Force and that Harris will pay the Company's revised claim on a
proportionate basis, to the extent it receives payments from the Air Force.
By letter dated June 12, 1996, Harris advised the Company that the Air
Force's technical, contracts and legal departments have been conducting
an evaluation of the Request for Equitable Adjustment (REA) submitted
by Harris to the Air Force on December 15, 1995. Harris' letter indicates
that all of these evaluations were scheduled to be completed by June 30,
1996 and that the Air Force should commence negotiations regarding the
outstanding claim within thirty days following the review completion.
No assurances can be given that Harris will be successful in obtaining any
amounts from the Air Force or that the Company will be successful in
collecting any amounts from Harris. The Company is continuing to pursue its
claims against Harris. Such claims have not been accounted for in the
determination of estimated earnings on the Harris subcontract and will be
recognized only when and if realized.
The Company is required to make a prepayment of the promissory note due to
Sandata, Inc. (the principal balance of which was $135,652 as of January 31,
1996 and which comprises a portion of "Due to Related Parties") to the
extent of 75% of all monies received from Harris. Such prepayment is to be
applied to the last amounts due under the note.
TRADE CREDITORS
The Company has successfully negotiated extended repayment terms with
several large trade of creditors. Although the Company's objective is to
be current with all of its creditors, these extensions have ensured the
continued viability of the Company. The Company is continuing to pursue
additional extensions and payment terms with its creditors.
EXPAND SALES EFFORTS
The Company has expanded its sales and marketing capabilities to support the
increased demand from new airlines entering the North American marketplace.
This includes the addition of COMRAD, a performance engineering software
application that provides the airline customer with required runway
analysis data. The Company will actively market this new product to its
current customer base and potential new customers for this technology.
Page 10 of 13
- --------------------------------------------------------------------------------
COMPUFLIGHT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THREE MONTHS ENDED JANUARY 31, 1996
- --------------------------------------------------------------------------------
SUMMARY
The Company expects to improve its cash and working capital positions
during 1996. Based on the current status of the Request for Equitable
Adjustment filed by Harris with the Air Force, the Company anticipates that
Harris will negotiate a settlement of the outstanding claim by the Company.
However, no assurance can be given that Harris will settle its claim with
the Air Force or that the Company will be successful in its claim with Harris.
The Company will require additional capital to fund ongoing research and
product development activities, and specifically projects being undertaken in
the areas of graphical user interface design and the integration of the
product with variable cost and performance engineering modules. Although
Support has claimed investment tax credits under the Canadian Scientific
Research and Experimental Development ("SR&ED") Program ($503,869 as of
January 31, 1996), it is not anticipated that payment of the refundable
credits will occur during the fiscal year ended October 31, 1996. The delay
in Revenue Canada's processing of SR&ED claims is due to a large volume of
claims filed prior to September 14, 1994. This final filing date established
by the Canadian Minister of Finance for any prior year claims created a
backlog of several thousand claims and a waiting period of twelve to eighteen
months from the date of submission. As a result, the Company has not included
the SR&ED refundable tax credit in its immediate plans for increasing working
capital.
In addition to the funding required for research and product development,
the Company will also need capital to fund the planned expansion of its
sales and marketing activities. As a result, the Company expects to seek
funds from a variety of sources including the refinancing of software
licensing arrangements, teaming agreements for research and development and
other financing arrangements. It is also expected that the Company will
reduce operating costs in unprofitable lines of business. However, there can
be no assurances that these funds will be available on favorable terms, if
at all. If adequate funding is not available, the Company may have to
reduce its operations in future years.
Page 11 of 13
- --------------------------------------------------------------------------------
COMPUFLIGHT, INC. AND SUBSIDIARIES
OTHER INFORMATION
THREE MONTHS ENDED JANUARY 31, 1996
- --------------------------------------------------------------------------------
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:
(a) Exhibits
3(A) Certificate of Incorporation and amendments thereto including
Certificate of Ownership and Merger (1)
3(B) By-Laws (2)
27 Financial Data Schedule
(b) Reports on Form 8-K
None
- --------------------------------------------------------------------------------
(1) Incorporated by reference to the Company's Annual Report on Form
10-KSB for the fiscal year ended October 31, 1994 (File No. 0-15362).
(2) Incorporated by reference to the Company's Registration Statement on
Form S-18 (Registration No. 2-93714-NY).
Page 12 of 13
- --------------------------------------------------------------------------------
COMPUFLIGHT, INC. AND SUBSIDIARIES
THREE MONTHS ENDED JANUARY 31, 1996
- --------------------------------------------------------------------------------
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 thereunto duly authorized.
COMPUFLIGHT, INC.
--------------------------------
(Registrant)
Date: July 8, 1996 By: /s/ Russell K. Thal
------------------------ ------------------------------
Chairman of the Board
Date: July 8, 1996 By: /s/ Duncan Macdonald
------------------------ ------------------------------
Chief Executive Officer
and Chief Financial Officer
Page 13 of 13