SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-QSB ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Six Months Ended June 30, 1998 Commission file number : 2 - 85175W ELECTRO-KINETIC SYSTEMS, INC. (Name of small business issuer in its charter) PENNSYLVANIA 22-1954716 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 270 Rocky Run Road, Glen Gardner, New Jersey 08826 (Address of principal executive offices) (Zip code) Issuer's telephone number 908-537-4378 Securities resistered pursuant to section 12 (b) of the Act: None Securities resistered pursuant to section 12 (g) of the Act: Class A common Stock (Title of class) Check whether 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 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. Yes X No Number of shares of Class A Common Stock, no par value, issued as of June 30, 1998: 30,166,069 (Common Stock outstanding 20,431,069 and to be issued 9,375,000) Transitional Small Business Disclosure Format Yes No X ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 30, 1998 AND DECEMBER 31, 1997 (UNAUDITED) ASSETS June 30, December 31, 1998 1997 Current assets: Cash $ 487 1,505 Equipment held for sale 9,000 9,000 Total current assets 9,487 10,505 Other assets: Excess of cost over net assets acquired, less accumulated amortization 15,246 16,176 Investment and advances to 50% owned affiliate 1 110,939 Organization costs 300 300 Total other assets 15,547 127,415 Total assets $25,034 137,920 F-1 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 30, 1998 AND DECEMBER 31, 1997 (UNAUDITED) LIABILITIES AND STOCKHOLDER'S EQUITY June 30, December 31, 1998 1997 Current liabilities: Accounts payable $ 64,794 63,583 Accrued expenses 22,654 21,254 Notes payable 47,914 46,614 Due to officers 70,915 65,781 Total current liabilities 206,277 197,232 Stockholders' equity: Class "A" common shares, no par value; authorized - 90,000,000 shares; issued and to be issued - 30,166,069 in 1997 and 28,086,098 in 1996 3,441,308 3,441,308 Additional paid-in-capital 52,293 52,293 Deficit (3,674,844) (3,552,913) Total stockholders' equity (181,243) (59,312) Total liabilities and stockholders' equity $ 25,034 137,920 F-2 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 Equity in earnings of unconsolidated affiliate $ (12,500) (12,500) (25,000) (25,000) Selling, general and administrative expenses 1,363 2,000 5,463 4,000 Depreciation and amortization 465 465 930 920 1,828 2,465 6,393 4,920 Operating loss (14,328) (14,965) (31,393) (29,920) Other expenses Interest expense 2,350 2,400 4,600 4,700 Provision for loss in affiliate 85,938 -- 85,938 -- 88,288 2,400 90,538 4,700 Net loss $ (102,616) (17,365) (121,931) (34,620) Loss per common share $ 0.003 0.001 0.004 0.001 Weighted average number of common shares outstanding 30,166,069 29,126,069 30,166,069 29,126,069 F-3 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED) Six Months Ended June 30, 1998 1997 Cash flows from operating activities: Net income $(121,931) (34,620) Adjustments to reconcile net loss to net cash used in operating activities: Equity in earnings of unconsolidated subsidiary 25,000 25,000 Depreciation and amortization 930 930 Provision for loss in affiliate 85,938 -- Increase (decrease) in liabilities Accounts payable 1,211 2,000 Accrued expenses 1,400 2,001 Notes payable 1,300 1,733 Due to officers 5,134 2,956 Total adjustments 120,913 34,620 Net cash used in operating activities (1,018) -- Net increase (decrease) in cash (1,018) -- Cash - beginning of period 1,505 -- Cash - end of period $ 487 -- F-4 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED) JUNE 30, 1998 Common Shares and Paid-In Common Shares Capital Deficit Total Balance at January 1, 1998 30,166,069 $3,493,601 (3,552,913) (59,312) Net loss -- -- (121,931) (121,931) Balance at June 30, 1998 30,166,069 $3,493,601 (3,674,844) (181,243) JUNE 30, 1997 Balance at January 1, 1997 30,166,069 $3,498,601 (3,489,409) 9,192 Net loss -- -- (34,620) (34,620) Balance at June 30, 1997 30,166,069 $3,498,601 (3,524,029) (25,428) F-5 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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: ELECTRO-KINETIC SYSTEMS, INC. Dated: __________________ By: ___________________________________ Julius Cherny, PhD., President Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following person(s) on behalf of the Registrant and in the capacities indicated and on the Dates indicated. SIGNATURE CAPACITY DATED Chairman of the Julius Cherny, PhD. Board, Director DATE PART 11 - OTHER INFORMATION Item 1 Legal Proceedings: None Item 2 Changes in Securities: There have been no instruments defining the rights of any holder of any class of any registered security which has been materially modified. 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 of Form 8-K: See reports filed on 1/3/96 and 1/11/96. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the selected financial data and the financial statements appearing elsewhere in this report. Management Report General Following the bankruptcy of its principal distributor in March 1995, the Company suspended all operations related to radon testing and analysis of environmental hazards. In 1996, the Company abandoned its efforts in the magazing publishing field. In the fall of 1996, the officers of the Company made available for use certain systems developed by them which the Company attempted to market. No costs or expenses have been incurred by the Company. Such efforts have been unsuccessful. Accordingly, the designs for these decision models have been returned to the officers. During the third quarter of 1998, the Company anticipates the sale of 90% of DMA Radtech, Inc., its wholly owned subsidiary at a profit of approximately $40,000. This agreement includes the sale of certain proprietary know-how. Results of Operations The only recurring item of income is the Company's equity in its 50% owned subsidiary, Printone Media, Inc. The Company's unconsolidated affiliate has lost money since acquisition. Accordingly, during the second quarter of 1998, the Company has established a reserve of $85,000 or about $.003 per share against the carrying value of the investment in and advances to this affiliate. Liquidity and Capital Resources Working capital declined as a result of operating expenses for the six months ended June 30, 1998 in the amount of $10,000. For the Company to become a viable entity, it must operate profitably and raise sufficient capital to fund its operations. Failing this, it must combine with another entity. The Company continues its efforts in these regards, but there is no assurance of success.