U. S. Securities and Exchange Commission Washington, D.C. 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 October 31, 1996 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from _____________ to _________ Commission file number 33-90344 Sigma Alpha Group, Ltd. (Exact name of small business issuer as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 23-2498715 (IRS Employer Identification No.) 1341 North Delaware Avenue, Philadelphia, PA 19125 (Address of principal executive offices) (X) (215) 425-8682 (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 (X) No ( ) Outstanding shares issued or to be issued of each of the registrant's class of common stock $.001 par value per share as of December 9, 1996 were 16,931,604. SIGMA ALPHA GROUP, LTD. INDEX PART I. FINANCIAL INFORMATION PAGE Item 1. Consolidated Balance Sheets at October 31, 1996 (unaudited) and July 31, 1996 (audited) 3-4 Consolidated Statements of Operations for the three months ended October 31, 1996 and 1995 (unaudited) 5-6 Consolidated Statement of Stockholders' Equity for the three months ended October 31, 1996 (unaudited) 7-8 Consolidated Statements of Cash Flows for the three months ended October 31, 1996 and 1995 (unaudited) 9-10 Notes to Consolidated Financial Statements (unaudited) 11-13 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 14-16 PART II. OTHER INFORMATION Item 1. Legal Proceedings 17 Item 2. Changes in Securities 17 Item 3. Defaults Upon Senior Securities 17 Item 4. Submission of Matters to a Vote of Security Holders 17 Item 5. Other Events 17 Item 6. Exhibits and Reports on Form 8-K 17 SIGNATURES 18 PART I. - FINANCIAL INFORMATION SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Rounded to Nearest Thousand) October 31, July 31, 1996 1996 ___________ _________ (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash and equivalents $ 896,000 $1,173,000 Accounts receivable 219,000 - Inventory 201,000 119,000 Prepaid expenses and other current assets 26,000 20,000 _________ _________ 1,342,000 1,312,000 PROPERTY AND EQUIPMENT 86,000 80,000 OTHER ASSETS Goodwill 54,000 58,000 Patent and trademark 11,000 9,000 _________ _________ 65,000 67,000 _________ _________ TOTAL ASSETS $1,493,000 $1,459,000 ========= ========= <FN> See accompanying notes 3 SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Rounded to Nearest Thousand) October 31, July 31, 1996 1996 ___________ _________ (Unaudited) (Audited) LIABILITIES CURRENT LIABILITIES Loan payable $ - $ 16,000 Accounts payable - trade 351,000 231,000 Taxes, other than income taxes 7,000 7,000 Accrued wages - officers 16,000 40,000 Accrued expenses and other current liabilities 113,000 94,000 _________ _________ TOTAL LIABILITIES 487,000 388,000 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY PREFERRED STOCK SERIES A, $5.00 CONVERTIBLE, $.001 par value; authorized, 750,000 shares; issued and outstanding, 0 shares at October 31, 1996 and 178,000 shares at July 31, 1996. - - SERIES B, $5.00 CONVERTIBLE, $.001 par value; authorized, 800,000 shares; issued and outstanding, 664,000 shares at October 31, 1996 and July 31, 1996. 1,000 1,000 SERIES C, $5.00 CONVERTIBLE, $.001 par value; authorized, 100,000 shares; issued and outstanding, 75,000 shares at October 31, 1996 and 97,000 shares at July 31, 1996. - - ADDITIONAL PAID-IN CAPITAL 3,687,000 4,690,000 COMMON STOCK, $.001 par value; authorized 50,000,000 shares; issued and outstanding, 16,582,000 shares at October 31, 1996 and 14,809,000 at July 31, 1996. 17,000 15,000 ADDITIONAL PAID-IN CAPITAL 18,116,000 16,471,000 WARRANTS OUTSTANDING 2,000 2,000 ACCUMULATED DEFICIT (20,817,000) (20,108,000) __________ __________ TOTAL STOCKHOLDERS' EQUITY 1,006,000 1,071,000 __________ __________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,493,000 $ 1,459,000 ========== ========== <FN> See accompanying notes 4 SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Rounded to Nearest Thousand) THREE MONTHS ENDED OCTOBER 31, ______________________ 1996 1995 __________ _________ SALES $ 219,000 $ - COST OF SALES 212,000 - __________ _________ GROSS PROFIT 7,000 - __________ _________ OPERATING EXPENSES: Officers' compensation 339,000 128,000 Other salaries and payroll costs 19,000 3,000 Consulting fees 74,000 86,000 Professional fees 56,000 56,000 Research and development 28,000 231,000 Selling expenses 22,000 - Travel 102,000 66,000 Other 94,000 87,000 _________ _________ TOTAL OPERATING EXPENSES 734,000 657,000 _________ _________ LOSS FROM CONTINUING OPERATIONS BEFORE OTHER INCOME AND EXTRAORDINARY GAIN (727,000) (657,000) _________ _________ OTHER INCOME (EXPENSE) Interest income 10,000 14,000 Interest expense - (20,000) _________ _________ 10,000 (6,000) _________ _________ LOSS BEFORE EXTRAORDINARY GAIN (717,000) (663,000) EXTRAORDINARY GAIN ON EXTINGUISHMENT OF DEBT 8,000 13,000 _________ _________ NET LOSS $ (709,000) $ (650,000) ========= ========= <FN> See accompanying notes 5 SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Rounded to Nearest Thousand) THREE MONTHS ENDED OCTOBER 31, _______________________ 1996 1995 __________ __________ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 16,242,000 13,323,000 NET LOSS PER COMMON SHARE Net loss before extraordinary gain $ (0.04) $ (0.05) Extraordinary gain on extinguishment of debt 0.00 0.00 _________ ________ NET LOSS PER SHARE $ (0.04) $ (0.05) ========= ======== <FN> See accompanying notes 6 SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY THREE MONTHS ENDED OCTOBER 31, 1996 (Rounded to Nearest Thousand) PREFERRED STOCK "SERIES A" _______________________________ ADDITIONAL NUMBER OF PAID-IN SHARES AMOUNT CAPITAL _________ ______ __________ BALANCES, AUGUST 1, 1996 178,000 $ - $ 882,000 Three months ended October 31, 1996 (Unaudited): Converted to common stock (178,000) - (882,000) _________ ______ __________ BALANCES, OCTOBER 31, 1996 - $ - $ - ========= ====== ========== PREFERRED STOCK "SERIES B" _______________________________ ADDITIONAL NUMBER OF PAID-IN SHARES AMOUNT CAPITAL _________ ______ __________ BALANCES, JULY 31, 1996 664,000 $ 1,000 $ - _________ ______ __________ BALANCES, OCTOBER 31, 1996 664,000 $ 1,000 $ - ========= ====== ========== PREFERRED STOCK "SERIES C" _______________________________ ADDITIONAL NUMBER OF PAID-IN SHARES AMOUNT CAPITAL _________ ______ __________ BALANCES, JULY 31, 1996 97,000 $ - $ 487,000 Three months ended October 31, 1996 (Unaudited): Repurchase of shares for retirement (22,000) - (120,000) _________ ______ __________ BALANCES, OCTOBER 31, 1996 75,000 $ - $ 367,000 ========= ====== ========== [FN] See accompanying notes 7 SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY THREE MONTHS ENDED OCTOBER 31, 1996 (Rounded to Nearest Thousand) COMMON STOCK ______________________________________________________________ ADDITIONAL NUMBER OF PAID-IN WARRANTS ACCUMULATED SHARES AMOUNT CAPITAL OUTSTANDING DEFICIT __________ _______ ___________ ___________ ____________ BALANCES, JULY 31, 1996 14,809,000 $15,000 $16,471,000 $ 2,000 $(20,108,000) Three months ended October 31, 1996 (Unaudited): Issuances of common stock 345,000 1,000 600,000 - - Officer's Compensation 1,250,000 1,000 187,000 - - Preferred Series A conversion 178,000 - 882,000 - - Commissions - - (24,000) - - Net loss - - - - (709,000) __________ ______ ___________ __________ ____________ BALANCES, OCTOBER 31, 1996 16,582,000 $17,000 $18,116,000 $ 2,000 $(20,817,000) ========== ====== =========== ========== ========== <FN> See accompanying notes 8 SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Rounded to Nearest Thousand) THREE MONTHS ENDED OCTOBER 31, __________________________ 1996 1995 ___________ ________ CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (709,000) $ (650,000) Adjustments to reconcile net loss to net cash flows from operating activities: Extraordinary gain on extinguishment of debt (8,000) ( 13,000) Depreciation of property and equipment and amortization of goodwill 9,000 7,000 Amortization of unearned compensation - 3,000 Issuance of common stock for Officers' compensation 188,000 - (Increase) decrease in: Accounts receivable (219,000) (12,000) Receivable from underwriting - 198,000 Inventory (82,000) - Prepaid expenses and other current assets (6,000) (12,000) Increase (decrease) in: Accounts payable 127,000 30,000 Taxes, other than income taxes - 7,000 Accrued wages - officers (24,000) - Accrued expenses and other current liabilities 19,000 (19,000) _________ ________ Net cash used in operating activities ( 705,000) (461,000) CASH FLOWS FROM INVESTING ACTIVITIES Investment in trademark (2,000) - Purchase of equipment (11,000) (42,000) _________ _______ Net cash used in investing activities (13,000) (42,000) _________ _______ <FN> See accompanying notes 9 SIGMA ALPHA GROUP, LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Rounded to Nearest Thousand) THREE MONTHS ENDED OCTOBER 31, _______________________ 1996 1995 _________ ________ CASH FLOWS FROM FINANCING ACTIVITIES Repayment of loans payable $ (16,000) $ - Proceeds from issuance of common stock 601,000 - Commission on common stock issuance (24,000) - Repurchase of Preferred Series C stock (120,000) (44,000) _________ _________ Net cash provided by financing activities 441,000 (418,000) _________ _________ NET CHANGE IN CASH AND EQUIVALENTS (277,000) (921,000) CASH AND EQUIVALENTS, BEGINNING OF PERIOD 1,173,000 1,423,000 _________ _________ CASH AND EQUIVALENTS, END OF PERIOD $ 896,000 $ 502,000 ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the six months: Interest $ - $ - SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES Preferred Stock Series B issued for conversion of debt $ - $ 75,000 Common stock issued for conversion of debt $ - $ 1,000 Common stock issued retirement of Preferred Series A stock $ 882,000 $ - <FN> See accompanying notes 10 SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 1996 AND 1995 NOTE 1 - INTERIM PERIODS The unaudited information has been prepared on the same basis as the annual financial statements and, in the opinion of the Company's management reflects normal recurring adjustments necessary for a fair presentation of the information for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-KSB for the year ended July 31, 1996. All references to the Company's product include products produced and/or marketed by the Company's 80% owned subsidiary, Global Telecommunications of Delaware, Inc. The results of operations for the three month periods ended October 31, 1996 and 1995 are not necessarily indicative of operating results for the full year. NOTE 2 - MANAGEMENT'S PLANS At October 31, 1996, the Company had working capital of $855,000. During the three months ended October 31, 1996, the Company conducted activities directed toward the production of the Company's Stock Information Receiver ("SIR") and the research and development of a Voice Information Pager ("VIP"), also sometimes referred to as the Digital Voice Pager ("DVP"). Management believes that during the twelve month period following October 31, 1996, in the event that the Company issues the remaining 2,200,000 shares of common stock, pursuant to the Company's Prospectus dated September 6, 1996, on a timely basis, and the approximate $4,400,000 in proceeds are generated therefrom, that the Company will be able to complete the funding of the VIP project. Management is aware, however, that there can be no assurance that the VIP field tests will be successful, or that the VIP will be developed, or even if developed, that the VIP and SIR would be profitable upon commercialization. Subsequent to October 31, 1996, the Company has issued 350,000 shares of common stock pursuant to a Prospectus dated September 6, 1996, which has generated $700,000 for the Company leaving a balance of 1,805,000 shares, which could generate an additional $3,610,000. Additionally, the Company or its agents have collected approximately $101,000 of the accounts receivable outstanding at October 31, 1996. The Company has total orders, including those already sold, for 41,000 SIR's from three radio stations in China, through December 10, 1996, which should generate a total of $1,335,000 of sales revenue, once they have all been shipped. NOTE 3 - METHOD OF ACCOUNTING The Company prepares its financial statements on the accrual method of accounting, recognizing income when earned and expenses when incurred. 11 SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 1996 AND 1995 NOTE 4 - COMMITMENTS AND CONTINGENCIES Development Agreement GTD has extended the date of delivery, under a development agreement, of the VIP prototype until January 15, 1997. This is a result of the priority of the SIR project in order to meet the needs of GTD's proposed customers in China and the Company's limited financial resources which restrict a parallel development path. Employment Agreement On November 14, 1995, the Board of Directors authorized a bonus to the Chairman of 1,250,000 shares of common stock. These shares were issued in August, 1996. Legal Proceedings As of October 31, 1996, the Company had approximately 10 judgments related to accounts payable totalling approximately $71,000 outstanding against it. The City of Philadelphia maintains a judgment in the amount of approximately $16,000 against the Company. Management has been actively negotiating and working out settlements with respect to judgments and tax assessments and believes that the Company will be able to satisfy such obligations over a period of time provided adequate funding is received from financing activities. In August, 1996, the Company was served with a Summons and Complaint. The Complaint seeks specific performance of a contract and entitles the plaintiff to receive 15,000 shares of the Company's common stock or alternatively $66,000. The Company has prepared an answer to the complaint denying the plaintiff's right to receive such shares or any monetary compensation. NOTE 5 - PREFERRED STOCK The Company redeemed approximately 22,000 shares of Preferred Series C Stock which are held by the Company's Chairman, for approximately $120,000 during the three months ended October 31, 1996. Subsequent to October 31, 1996 the Company has redeemed approximately an additional 13,000 shares of Preferred Series C Stock for approximately $69,000. NOTE 6 - EXTRAORDINARY GAIN ON EXTINGUISHMENT OF DEBT The Company recognized an extraordinary gain on the extinguishment of debt of $8,000 during the three months ended October 31, 1996, relating to accounts payable in the aggregate amount of $8,000. 12 SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 1996 AND 1995 NOTE 7 - INCOME TAXES There is no income tax benefit for operating losses for the three months ended October 31, 1996 and 1995 due to the following: Current tax benefit - the operating losses cannot be carried back to earlier years. Deferred tax benefit - the deferred tax assets were offset by a valuation allowance. Management believes that a valuation allowance is considered necessary since it is more likely than not that the deferred asset will not be realized through future taxable income. NOTE 8 - NET LOSS PER SHARE Net loss per share is based upon the weighted average number of shares outstanding, without assumed conversion of the warrants and stock options, which are considered to be common stock equivalents, since the effect on net loss per share would be anti-dilutive. 13 PART I. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Company's consolidated financial statements appearing elsewhere in this report. General Operations During the three months ended October 31, 1996, the Company and its 80% owned subsidiary, Global Telecommunications of Delaware, Inc., conducted activities directed toward the production of the Company's Stock Information Receiver ("SIR") and the research and development of a Voice Information Pager ("VIP"), also sometimes referred to as the Digital Voice Pager ("DVP"). Management believes that during the twelve month period following October 31, 1996, in the event that the Company issues the remaining 2,200,000 shares of common stock, pursuant to the Company's Prospectus dated September 6, 1996, on a timely basis, and the approximate $4,400,000 in proceeds are generated therefrom, that the Company will be able to complete the funding of the VIP project. Management is aware, however, that there can be no assurance that the VIP field tests will be successful, or that the VIP will be developed, or even if developed, that the VIP and SIR would be profitable upon commercialization. Subsequent to October 31, 1996, the Company has issued 350,000 shares of common stock pursuant to a Prospectus dated September 6, 1996, which has generated $700,000 for the Company, leaving a balance of 1,805,000 shares which could generate an additional $3,610,000. Additionally, the Company or its agents have collected approximately $101,000 of the accounts receivable outstanding at October 31, 1996. The Company also has total orders, including those already sold, for 41,000 SIR's from three radio stations in China, through December 10, 1996, which should generate a total of $1,335,000 of sales revenue, once they have all been shipped. Three Months Ended October 31, 1996 v. Three Months Ended October 31, 1995 Results of Operations For the three months ended October 31, 1996, the Company incurred a net loss of $709,000 on sales of $219,000. This compares to a net loss of $650,000 on no sales for the three months ended October 31, 1995. The $59,000 increase in the net loss for the three month period is attributed to an increase in operating expenses of $77,000, which was offset by gross profit of $7,000 and a decrease in interest expense of $20,000. The gross profit for the three months ended October 31, 1996 was $7,000 and may increase for future sales, since the Company gave the first radio station an introduction price of $28 per unit for the first 10,000 SIR units. Future orders to this radio station and subsequent radio stations will be sold at a price of $35 for each SIR unit. Additionally, the Company is attempting to negotiate better pricing arrangements with its vendors, subsequent to October 31, 1996. 14 Operating expenses for the three months ended October 31, 1996 were $734,000 compared to $657,000 for the three months ended October 31, 1995, a $77,000 increase. The difference can be attributed to an increase in officers' compensation of $211,000; a decrease in research and development costs of $203,000; an increase in selling expenses of $22,000; and an increase in travel of $36,000. The increase in officers' compensation for the three months ended October 31, 1996 resulted from the issuance of 1,250,000 shares of common stock to the Chairman valued at $188,000, a 15% increase in the Chairman's salary effective July 22, 1996, and other normal officer salary increases. Research and development costs decreased to $28,000 for the three months ended October 31, 1996 from $231,000 for the three months ended October 31, 1995, because the Company focused on the production of the SIR in lieu of further research and development of the VIP. Selling expenses for the three months ended October 31, 1996 were $22,000 compared to $0 for the three months ended October 31, 1995. The increase is a result of the first sales of the Company being generated in October, 1996. The increase in travel expenses for the three months ended October 31, 1996 resulted from travel related to field tests of the SIR, marketing efforts at radio stations in China, and financing efforts in Europe. Interest expense was $0 for the three months ended October 31, 1996, compared to $20,000 for the three months ended October 31, 1995. This was a result of having to pay interest in order to settle debt, during the three months ended October 31, 1995. Liquidity and Capital Resources At October 31, 1996, the Company had working capital of $855,000. During the quarter, the Company conducted activities directed toward production of the SIR and the research and development of the VIP. As of October 31, 1996, the Company has sold approximately 8,000 SIR's. The Company has orders through December 10, 1996 for an additional 33,000 SIR units for a grand total of 41,000 units ordered. The first 10,000 units are being sold at an introduction price of $28, however, future SIR's will be sold at a minimum of $35 per unit. The Company has collected approximately $101,000 from the sales of the SIR's through December 10, 1996, thus generating additional cash flow for the Company. To fully consummate its plans with respect to the VIP, the Company is relying on the issuance of a total of 2,500,000 shares of common stock at $2.00 per share in accordance with the Company's latest registration statement. As of October 31, 1996, the Company has sold 300,000 of these shares of common stock, which generated $600,000 for the Company. Subsequent to October 31, 1996, the Company has sold an additional 350,000 shares of common stock, which has generated another $700,000 for the Company. With a portion of the remaining $3,700,000, the Company intends to finalize the development of the VIP and bring it to market. In the event that the remaining shares of common stock cannot be sold, the Company will need to pursue other financing opportunities to bring the VIP to market on schedule. Alternatively, if these other financing opportunites cannot be obtained, the Company would have to rely on sales of the SIR's to provide capital to bring the VIP to market at a slower rate, however, additional funding may be needed to culminate the plan using this strategy. There can be no assurance that the 15 SIR will be profitable or able to support the development and marketing of the VIP. There can be no assurance that additional funding will be made available, or if available on terms acceptable to the Company. 16 PART II. OTHER INFORMATION Item 1. Legal Proceedings Reference is made to the Registrant's Annual Report on Form 10-KSB for the year ended July 31, 1996. 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 Events None Item 6. Exhibits and Reports on Form 8-K Reports on Form 8-K: The Company filed a Form 8-K on November 4, 1996. The report disclosed in Item 5, agreements entered with radio stations in China pursuant to which the radio stations agreed to purchase 16,000 SCA Radios. Exhibit - 27. Financial Data Schedule 17 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. Dated: October 13, 1996 SIGMA ALPHA GROUP, LTD. (REGISTRANT) By: s/Scott A. McPherson Scott A. McPherson ________________ Duly Authorized Officer and Chief Accounting Officer (Principal Financial and Accounting Officer) 18