SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
/x/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the quarterly period ended January 31, 2003
or
/ / TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from to
----------------------
Commission File Number 33-19048-NY
MURRAY UNITED DEVELOPMENT CORP.
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(Exact Name of Small Business Issuer as specified in its charter)
Delaware 22-2856171
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
P.O. Box 224, Landing, New Jersey 07850
- -----------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 979-3025
No Change
(Former Name, Former Address, if changed since last report)
- --------------------------------------------------------------------------------
Indicate by check mark whether the Issuer:
(1) Has 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):
Yes x No ______
(2) Has been subject to such filing requirements for the past 90 days.
Yes X No __________
79,953,434 shares of the registrant's Common Stock ,$.0001 per share, were
outstanding as of March 7, 2003.
MURRAY UNITED DEVELOPMENT CORPORATION
TABLE OF CONTENTS
FORM 10-QSB
PART I FINANCIAL INFORMATION
Item Number Page
Item 1. Financial Statements
Balance Sheets 2,3
Statements of Operations 4,5
Statements of Stockholders' Deficiency 6
Statements of Cash Flows 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis
Or Plan of Operation 10
PART II OTHER INFORMATION
Items 1- 6. 16
Signatures 18
Certifications 19
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MURRAY UNITED DEVELOPMENT CORPORATION
(A Company in the Development Stage)
BALANCE SHEETS
(UNAUDITED)
ASSETS
January 31, 2003 July 31, 2002
Current assets
Cash & cash equivalents $ 711 $ 364
Loan Receivable 2,000 2,000
Total current assets $ 2,711 $ 2,364
Furniture & equipment, at
cost,net of accumulated
depreciation 54,170 58,336
--------- --------
Total Assets $ 56,881 $ 60,700
The accompanying notes are an integral part of the financial statements.
2
MURRAY UNITED DEVELOPMENT CORPORATION
(A Company in the Development Stage)
BALANCE SHEETS
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
January 31, 2003 uly 31, 2002
Current liabilities:
Accounts payable and Accrued Expenses $ 41,739 $ 25,440
------------ ------------
Total current liabilities 41,739 25,440
Other liabilities:
Accrued Interest Payable 54,586 99,827
Notes payable-other stockholder 1,475,470 1,330,321
Accrued Compensation 148,128 148,128
------------ ------------
Total other liabilities 1,678,184 1,578,276
------------ ------------
Total liabilities 1,719,923 1,603,716
------------ ------------
Stockholders' deficiency:
Common Stock, par value $.0001:
Authorized 200,000,000 shares;
issued and outstanding
79,953,434 shares and 79,953,434 7,996 7,996
Additional paid-in capital 2,541,451 2,541,451
Deficit accumulated in the development stage (4,212,489) (4,092,463)
------------ ------------
Total stockholders' deficiency (1,663,042) (1,543,016)
------------ ------------
Total Liabilities and Stockholders' Deficiency $ 56,881 $ 60,700
============ ============
The accompanying notes are an integral part of the financial statements.
3
MURRAY UNITED DEVELOPMENT CORPORATION
(A Company in the development Stage)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JANUARY 31, 2003 AND 2002
(UNAUDITED)
2003 2002
Income
Interest income $ - $ -
---------------- ----------------
Total Income - -
Expenses
Research and Development costs - -
Licensing fees-stockholder and affiliate - -
General and administrative expenses 16,849 26,461
Interest expense-stockholder and affiliate 27,577 25,616
---------------- ----------------
Total Expenses (44,426) (52,077)
---------------- ----------------
Net loss $ (44,426) $ (52,077)
---------------- ----------------
Net loss per common share $ (nil) $ (nil)
4
MURRAY UNITED DEVELOPMENT CORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JANUARY 31, 2003 AND 2002
AND CUMULATIVE AMOUNTS FROM OCTOBER 13, 1987
(DATE 0F INCEPTION)
(UNAUDITED)
CUMULATIVE
AMOUNTS
FROM
2003 2002 INCEPTION
Income
Interest income $ - $ - $ 66,465
------------ ----------- -------------
Total Income - - 66,465
Expenses
Research and Development costs - - 868,716
Licensing fees-stockholder and affiliate - - 57,260
General and administrative expenses 65,440 61,661 2,738,856
Interest expense-stockholder and affiliate 54,586 50,758 614,122
------------ ---------- ------------
Total Expenses (120,026) (112,419) (4,278,954)
------------ ---------- ------------
Net loss $ (120,026) $ (112,419) $ (4,212,489)
------------ ---------- ------------
Net loss per common share $ (nil) $ (nil) (0.053)
Weighted average number of common
shares outstanding 79,953,434 79,953,434 79,953,434
------------- ---------- ------------
The accompanying notes are an integral part of the financial statements.
5
MURRAY UNITED DEVELOPMENT CORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
SIX MONTHS ENDED JANUARY 31, 2003 AND
CUMULATIVE AMOUNTS FROM OCTOBER 13, 1987
(DATE 0F INCEPTION)
(UNAUDITED)
Deficit
Common Accumulated in
Stock Addiational the
Number of Paid in Developmental
Shares Amounts Capital Stage Total
Balance July 31, 2002 79,534,434 $ 7,996 $ 2,541,451 $ (4,092,463) $(1,543,016)
Net loss for the six months
ended 01/31/2003 (120,026) (120,026)
- ----------------------------------- ----------- ---------- ------------ ------------- ------------
$ 79,534,434 $ 7,996 $ 2,541,451 $ (4,212,489) $(1,663,042)
The accompanying notes are an integral part of the financial statements.
6
MURRAY UNITED DEVELOPMENT CORPORATION
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JANUARY 31, 2003 AND 2002
CUMULATIVE AMOUNTS FROM OCTOBER 13, 1987
(DATE OF INCEPTION)
(UNAUDTIED)
Cumulative
2003 2002 from Inception
----------- ------------
Operating activities:
Net Loss $ (120,026) $(112,419) $(4,212,489)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciaiton and Amortization 4,166 4,166 206,326
Expenses paid through issuance of common stock by:
Company - - 523,785
Principal Stockholder - - 220,900
Changes in operating assets and liabilities:
Loan Receivable (2,000)
Accounts Payable Accrued Expenses 28,942) (25,720) 244,456
---------- --------- ----------
Net cash used in operating activities (144,802) (133,973) (3,019,022)
---------- --------- ----------
Investing Activities:
Purchase of furniture and equipment - - (260,497)
---------- --------- ----------
Net cash provided by (used in) investing activities - - (260,497)
---------- --------- ----------
Financing activities:
Note payable to stock holder: Proceeds $ 145,149 $ 133,902 $1,527,137
Principal payments - - (51,667)
Proceeds from the issuance of common stock (net) - - 1,804,760
---------- --------- ----------
Net cash provided by financing activities 145,149 133,902 3,280,230
---------- --------- ----------
Net increase (decrease) in cash and cash equivalents 347 (71) 711
Cash and cash equivalents, beginning of period 364 2,270 -
---------- --------- ----------
Cash and cash equivalents, end of period $ 711 $ 2,199 $ 711
---------- --------- ----------
Supplemental disclosure of cash flow data:
Interest Paid $ - $ - $ 32,420
---------- --------- ----------
The accompanying notes are an integral part of the financial statements.
7
Murray United Development Corporation
NOTES TO FINANCIAL STATEMENTS
October 31, 2002 and 2001
NOTE 1 - ORGANIZATION AND BUSINESS AND BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed financial
statements reflect all adjustments, consisting of normal recurring accruals,
necessary to present fairly the Company's financial position as of January 31,
2003 and its results of operations and cash flows for the three months ended
January 31, 2003. These unaudited condensed financial statements should be read
in conjunction with the financial statements and other information in the July
31, 2002 Form 10-KSB.
The Company was incorporated on October 13, 1987 under the laws of the State of
Delaware. It was organized to further develop and exploit commercially certain
technology for a rotary internal combustion engine that would utilize
alternative fuels. The patent and related rights to the use of the technology
have been assigned to the Company.
The Company has been in the development stage since inception. Activities of the
Company have been limited to the acquisition of funds from the sale of its
common stock; the acquisition of the licensing rights for and, subsequently,
title to, the engine technology; research and development related to the
development of an initial fuel-driven prototype of the engine that was
successfully tested on a preliminary basis in January 1990; additional testing
and development of the engine prototype to obtain performance data for the
demonstration of the engine to potential licensees;and research relating to the
ability of a proprietary cleaning solution, which will be licensed to the
Company, to remove air pollutants from coal burning flue gas and certain air
pollutants and contaminants from building air, as well as other industrial uses.
The proprietary cleaning solution, for which we have been granted trademark
protection under the name Klenz-Safe, is owned by a corporation whose sole
shareholders are Mr. Anthony Campo and Mr. Dwight Foster, the Chairman of the
Board and Chief Executive Officer of the Company, respectively. The Company
intends to continue research and development on the Klenz-Safe product during
the ensuing 12-month period. Funding will be provided through loans from the
Chairman of the Company, at his sole discretion. In addition, the Company
intends to continue its research and development efforts with respect to its
rotary engine during the next 12-month period, provided it is able to raise the
funds necessary to conduct such research, of which there can be no assurances.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. However, as of January 31, 2003, the
Company had not been able to commercially utilize its engine technology or
cleaning solution to generate revenues or cash flows from operating activities.
As a result, it has suffered recurring losses from operations from inception
that have generated the net stockholders' deficiency of $1,663,042 as of January
31, 2003 and have also generated significant working capital deficiencies from
time to time. Management does not expect the Company to generate any significant
revenues or positive operating cash flows during the twelve-month period
subsequent to January 31, 2003. The limited amount of liquid resources available
at January 31, 2003, and the inability to generate operating revenues and cash
flows raise substantial doubts about the Company's ability to continue as a
going concern.
8
The Company plans to continue research and development activities on at least a
limited basis through the twelve-month period subsequent to January 31, 2003.
However, management believes that, the net liquid assets available at January
31, 2003 will not be sufficient to enable the Company to meet its obligations
and to continue as a going concern during the ensuing twelve-month period even
on this limited basis without limiting research and development and other
operating activities more severely unless it obtains additional debt or equity
financing and/or government sponsored research.
Management believes that continuation of the Company as a going concern during
the twelve-month period subsequent to January 31, 2003 and thereafter will
depend upon the Company's ability to obtain sufficient additional working
capital to fund research and development activities on its Klenz-Safe and rotary
engine technologies and the general and administrative expenses to be incurred
during the remaining development period. Potential sources of such working
capital include: the private or public sale of common stock, the exercise of a
substantial portion of the 15,398,000 outstanding Class B warrants prior to
their proposed expiration on March 11, 2005, 14,898,000 of which are exercisable
at $0.15 per share and 500,000 of which are exercisable at $.225 per share; and
borrowing additional amounts from related parties or other sources. However,
there can be no assurances that such financing will be available. The
accompanying financial statements do not include any adjustments that might
result from the uncertainties related to the ability of the Company to continue
as a going concern.
NOTE 2 - SUMMARY OF OTHER SIGNIFICANT ACCOUNTING POLICIES:
Depreciation:
Depreciation of furniture and equipment is provided over the estimated
useful lives of the related assets using declining balance methods.
Research and development:
Costs and expenses related to research and development are expensed as
incurred.
Net loss per common share:
Net loss per common share was computed on the basis of the weighted
average number of shares of common stock outstanding during each
period. The effect of assuming the exercise of outstanding warrants was
antidilutive and, accordingly, not included in the computation of net
loss per share.
9
NOTE 3 - RELATED PARTY TRANSACTIONS:
Information as to agreements with, and notes payable to, related
parties is set forth in the financial statements in the July 31, 2002
Form 10-KSB
NOTE 4 - STOCKHOLDER'S EQUITY:
Information as to stockholders' equity is set forth in the financial
statements in the July 31, 2002 Form 10-KSB.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION.
The following discussion and analysis provides information which we believe is
relevant to an assessment and understanding of our results of operations and
financial condition. This discussion should be read in conjunction with the
financial statements and notes thereto appearing elsewhere herein.
Statements in this Form 10-QSB that are not statements of historical or current
fact constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other unknown factors that
could cause our actual results to be materially different from the historical
results or from any future results expressed or implied by such forward-looking
statements. In addition to statements that explicitly describe such risks and
uncertainties, readers are urged to consider statements labeled with the terms
"believes," "belief," "intends," "anticipates" or "plans" to be uncertain and
forward-looking. The forward-looking statements contained herein are also
subject generally to other risks and uncertainties that are described from time
to time in our reports filed with the Securities and Exchange Commission.
RESULTS OF OPERATIONS
We have not derived any revenues from the license or sale of our technology and
have incurred cumulative losses from our inception on October 13, 1987 through
January 31, 2003 of $4,212,489. Our revenues from our inception on October 13,
1987 through January 31, 2003 aggregating $66,465 were derived from interest
earned. Interest income was zero in the periods ended January 31, 2003 and
January 31 2002 as a result of a decrease in the amount of funds available for
investment.
The cumulative loss from inception includes research and development costs of
$868,716. There were no research and development costs in the periods ended
January 31, 2003 and January 31,2002. We have had to reduce substantially our
research and development activities due to liquidity problems.
10
Our cumulative loss from inception includes general and administrative expenses
of $2,738,856. General and administrative expenses increased to $65,440 in the
period ending January 31, 2003 from $61,661 in the period ending January
31,2002, or a 6.1% increase. Increased general and administrative expenses can
be attributed to increased legal and other professional expenses.
Our cumulative loss from inception also includes past licensing fees, of which
there were none during the period, and cumulatively $57,260 since inception. The
elimination of licensing fees is the result of the legal settlement reached in
fiscal 1994.
The cumulative loss from inception also includes interest expense of $614,122 on
promissory notes payable to our principal stockholder and chairman. Interest
expense increased to $54,586 in the period ended January 31, 2003 from $50,758
in the quarter ended January 31, 2002, primarily as a result of increased loans
to us by our chairman and principal stockholder.
Our net loss of $112,419 in the period ended January 31, 2003 increased by
$7,607, or 6.8%, over the net loss of $112,419 in October 31, 2002. Increases in
general and administrative costs and interest expense caused the overall
increase.
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 2003, we had cash and short-term investments totaling
$711(compared to liquid assets of $364 at July 31, 2002), a working capital
increase of $347 (compared with a working capital decrease of $1,906 at July 31,
2002) and a total stockholders' deficiency of $1,663,042 (compared to a
deficiency of $1,543,016 at July 31, 2002). The stockholders' deficiency
increased due to the net loss of $120,026 incurred in the six months ended
January 31, 2003.
At January 31, 2003, we had current liabilities in excess of current assets of
$39,028. We have not been able to commercially utilize our engine technology to
generate any revenue through that date, and as a result, we have suffered
recurring losses from operations from inception that have generated the net
capital deficiencies at January 31, 2003 as well as July 31, 2002 and
significant working capital deficiencies from time to time. We do not expect to
generate any significant revenues or positive operating cash flows during the
twelve-month period subsequent to January 31, 2003. Cash flows used by operating
activities were $144,802 and $133,973 in the periods ended January 31, 2003 and
January 31,2002, respectively. The limited amount of liquid resources available
at January 31, 2003, and our inability to generate operating revenues and cash
flows ,raise substantial doubts about our ability to continue as a going
concern.
11
PLAN OF OPERATION
Management's current efforts are focused on attempts to exploit certain
commercial technologies that the Company is in the process of developing. In
February 2002, we reached an agreement in principle with Mr. Anthony Campo, the
Chairman of the Company, and with Mr. Dwight Foster, Chief Executive Officer of
the Company, pursuant to which we would obtain a license to use and sell a
proprietary cleaning solution owned by Foster-Campo Corp, ("Foster-Campo"), a
corporation owned by Mr. Foster and Mr. Campo. The license originally was
limited to use of the formula to remove air pollutants from flue gases and
pollutants and contaminants from building air. Mr. Campo and Mr. Foster have
agreed to expand the license to include use of the Klenz-Safe technology to
contain and neutralize hazardous liquids and compounds and to decontaminate
equipment used in production of pharmaceuticals. Under the terms of the proposed
license, Foster-Campo will manufacture and supply the cleaning solution to our
customers and will invoice us for their cost of doing so without any profit to
Foster-Campo. Foster-Campo will receive a royalty payment of 50% of our net
profit on sales of the proprietary solution to our customers. Calculation of our
net profit will include, but not be limited to, amounts Foster-Campo invoices us
for supplying our customers with the cleaning solution.
In June 2000 Penn State Energy Institute, which is a facility of Penn State
University, agreed to conduct laboratory tests of the application of the
Klenz-Safe solution to the reduction of sulfur from coal burning flue gas. When
coal burning flue gas was introduced through Klenz-Safe using the Company's
proprietary methodology, the capture rate of sulfur exceeded 99.2% and
maintained a minimum rate of 98% throughout the testing.
The Penn State Energy Institute has submitted a grant proposal to the
Environmental Protection Agency to fund a multi-phase development project. The
planned project has three main phases. The first phase is to optimize the
Klenz-Safe formula for multi-pollutant capture. The second phase is to conduct
pilot scale tests to validate the capture rates and methods. The final phase is
to conduct field trials of Klenz-Safe with an existing coal burning power plant.
Notification of whether the EPA will approve the grant is expected in June 2003.
We cannot provide any assurances that the grant will be approved or, even if it
is approved, that testing will be successful. If such tests are performed,
results are not expected to be available for approximately one year.
We also engaged a certified indoor air quality laboratory to perform a series of
laboratory tests on Klenz-Safe to determine Klenz-Safe's ability to remove
pollutants and contaminants from building air. The tests simulated wet scrubber
equipment, which is commonly used device for removing pollutants from building
air. Based on generally known industry practices, management believes that the
range of pollutants captured by Klenz-Safe and the rate of such capture have not
been previously achieved in a single operation. The following were the material
findings of the laboratory tests:
o Klenz-Safe captured 90% of carbon monoxide in tested air streams;
o Klenz-Safe captured 70% of both nitrogen dioxide and of nitrous oxide in
tested streams;
o Klenz-Safe added no detectable volatile organic compounds to the air stream
at elevated temperatures, indicating that Klenz-Safe could be applied to
indoor air cleaning systems without the need of additional filtering.
12
In October 2002 we conducted field tests of Klenz-Safe in an actual working wet
scrubber. These tests confirmed the prior laboratory results that Klenz-Safe is
able to capture sulfur dioxide in wet scrubber equipment. During these tests,
Klenz-Safe captured 100% of the sulfur dioxide and a high percentage of other
air contaminants in the air passing through the wet scrubber. Klenz-Safe
compared favorably in capture efficiency to a caustic solution used in the
testing for purposes of comparison, though the caustic solution was somewhat
more economical. We are presently negotiating with potential distributors for
commercial sales of this product. However, we cannot provide any assurances that
we will be able to successfully commercialize the Klenz-Safe product for use in
wet scrubber equipment.
While conducting these field tests, we discovered that the Klenz-Safe technology
could also be used to blanket and neutralize acid spills that release toxic or
hazardous fumes. After determining the formulation for the foam that is able to
be produced with our Klenz-Safe technology, we tested Klenz-Safe's foam
formulation on toxic and other harmful spills. We concluded that Klenz-Safe is
able to safely produce a neutralizing foam blanket for covering and neutralizing
compounds that release toxic and other hazardous fumes into the environment. We
are currently conducting further tests of this application and demonstrating
this application to potential customers.
We are also conducting field tests of Klenz-Safe with certain manufacturing
companies that need to eliminate or lower volatile organic compounds from their
manufacturing facilities, and we have signed a non-disclosure agreement with a
major coal burning power utility to explore a possible strategic partnership
that would develop technology to remove or eliminate sulfur from coal burning
flue gas.
Based on our tests of Klenz-Safe, management believes that Klenz-Safe possesses
the following environmentally beneficial attributes:
o Klenz-Safe is a non-toxic, non-hazardous composition that requires no
special equipment to protect the personnel using it
o Klenz-Safe achieves a higher starting alkalinity and has a longer operating
life than can be obtained with commercial caustic materials or lime
slurries; Klenz-Safe protects rather than corrodes metal compounds and
surfaces
Management presently believes that Klenz-Safe may be useful in the following
applications:
o Air pollution control in wet scrubber equipment, which are commonly used to
remove pollutants from building air
o Containment and neutralization of liquids and compounds
o Decontamination of equipment in pharmaceutical production
o Air filtration in indoor air quality control
o Flue and combustion gas scrubbing
13
We believe that potential markets for Klenz-Safe include the chemical
production, manufacturing, food processing, pharmaceutical production, utility
and indoor air quality control industries. We are presently seeking affiliations
with distribution firms and potential end users to solicit purchase order
contracts for sales of Klenz-Safe. However, we have not entered into any
distribution or other agreements with such potential business partners, and we
cannot provide any assurances that we will be able to do so in the future.
Moreover, although management believes that there are numerous potential markets
for the Company's Klenz-Safe technology, we cannot provide any assurances that
we will be able to successfully market and sell our Klenz-Safe products.
To date, the cost of the research at Penn State was approximately $9,000, and
the cost of the research by the certified air quality laboratory was
approximately $5,000. Funding for such research was provided by loans to the
Company from our Chairman, Mr. Anthony Campo.
We have been granted trademark protection for the name "Klenz-Safe" from the US
Patent and Trademark Office (PTO). The method of application of the Klenz-Safe
formula for removal of sulfur from coal burning flue gas was developed by a
consultant to the Company, who has assigned to us his rights to such know-how
and his rights under a provisional patent application filed with the PTO
covering such know-how. In October 2002 we filed another application for a
provisional patent, which extends the Klenz-Safe technology into additional
indoor air quality applications. We cannot provide any assurances that PTO will
grant any patent on our Klenz-Safe technology.
We will continue to seek distribution agreements with partners to assist in
marketing and selling Klenz-Safe in applications where testing has shown
potential benefit. These applications include air pollutant capture, indoor air
quality improvement, and environmental and personnel protection.
We also intend to continue our research and development efforts on the Rotorcam
Engine during the ensuing twelve month period, assuming we were able to obtain
funding for such efforts. In July 1998, principally, through the efforts of Mr.
Dwight Foster, our Chief Executive Officer, we were able to obtain the services
of Southwest Research Institute ("SRI") to evaluate our engine technology. SRI
is generally considered to be one of the country's foremost independent research
institutes with approximately 2,500 scientists, engineers and support personnel.
SRI conducts an average of 1,500 nationally and internationally sponsored
projects each year.
Under our agreement with SRI, SRI agreed to provide an engineering study of the
Rotorcam Engine at a cost of $9,750. SRI's study included an evaluation of
existing Rotorcam Engine hardware and data, including test data on the current
prototype, and design and analytical data that we had obtained to date. In
addition, SRI agreed to prepare an evaluation report summarizing its findings
and a technical and cost proposal for the next phase of work.
In December 1998, SRI issued its Report in which SRI concluded that there were
three (3) significant advantages of the Rotorcam Engine over conventional
reciprocating engines: higher torque at a specified rpm, a potential of improved
cycle efficiency and energy savings, and the improvement of overall efficiency
and packaging resulting from the ability to eliminate a gear box.
In response to the Report, assuming funding becomes available, which we cannot
provide you any assurances will occur, we have determined to redesign and
rebuild a Second Prototype to address the issues raised by SRI in its Report. We
estimate that the cost of such Second Prototype will be approximately $350,000
to $375,000 and that it will take approximately 15 to 18 months from the time
such funding becomes available to complete.
14
If the Second Prototype shows clear advantages of the Rotorcam Engine over
conventional reciprocating engines in a specific market, and if the necessary
funds are then available, we plan to commission the development of a Third
Prototype, which would be designed to address the performance, cost, reliability
and producability issues associated with the chosen market.
We estimate that the cost to develop such a Third Prototype would be between $2
million and $3 million and that it would take between 18 to 24 months from the
time the Second Prototype is completed and such funding becomes available to
complete. During this phase of development we plan to commission the production
of several variations of the Third Prototype that would be used for different
purposes, including performance development, durability assessment, and
demonstrators to be used in field testing.
We are attempting to locate a funding source for the $350,000 to $375,000 amount
required to complete the Second Prototype. Possible sources for funding include,
exercise of our 15,398,000 outstanding Class B Warrants, an offering our equity
securities, and/or borrowing from private sources. We intend to attempt to raise
the funds necessary to complete the Second Prototype from such sources but we
cannot give you any assurances that we will be able to do so. If we are unable
to raise such funds, we may never be able to further develop the Rotorcam
Engine.
On April 20, 2000, we filed a Registration Statement with the United States
Securities and Exchange Commission ("SEC"), which became effective on May 3,
2000. The Registration Statement, together with the qualification or exemptions
from qualification obtained in several states where holders of our class B
Warrants reside, permit such holders to exercise their Class B Warrants under
the laws of the United States and those states where we have either qualified or
obtained an exemption from qualifying the shares of our Common Stock for which
the Warrants are exercisable. To date, none of such Class B Warrant holders have
exercised their Class B Warrants due principally to the fact that, with limited
exceptions, the market price of our Common Stock has been lower than the
exercise price of the Class B Warrants since the effective date of the
Registration Statement. Unless the market price of our Common Stock shall exceed
the exercise price of the Class B warrants in the future, it is unlikely that
any of the holders of such Warrants will exercise them and we may not be able to
raise the funds needed to develop the Second Prototype from such source.
We believe that if the Second Prototype is successfully completed, we will be
able to raise sufficient funds to complete the Third Prototype from research
grants, proceeds of the sale of our Common Stock upon exercise of our Class B
Warrants, licensing fees and/or equity financing. However, since a decision to
proceed with a Third Prototype will depend on the results obtained from the
Second Prototype, we cannot give you any assurances that we will decide to build
a Third Prototype or that we will, in fact, be able to obtain sufficient funds
to complete such Third Prototype. Since a Third Prototype is essential to our
ability to market the Rotorcam Engine, any determination by us that it is not
advisable to produce the Third Prototype, or our financial inability to do so,
will have a materially adverse effect on our ability to successfully market the
engine.
15
ITEM 3. CONTROLS AND PROCEDURES
On December 10, 2002 (the "Evaluation Date") management concluded its evaluation
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures. As of the Evaluation Date, our Chief Executive Officer
and Chief Financial Officer concluded that we maintain disclosure controls and
procedures that are effective in providing reasonable assurance that information
required to be disclosed in our reports under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
our Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure. Our management necessarily applied its judgement in
assessing the costs and benefits of such controls and procedures, which, by
their nature, can provide only reasonable assurance regarding management's
control objectives.
There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the
Evaluation Date.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities and Use of Proceeds- None
Item 3. Defaults upon Senior Securities
We issued a promissory note to Mr. Campo, dated August 1, 2002, in the amount of
$1,430,148, which consolidated amounts we owed to Mr. Campo under our prior
notes. The August 1, 2002 note bears interest at 7.5% per annum, which is
payable quarterly on each November 1, February 1, May 1 and August 1, and
matures on August 1,2003.
We have defaulted on our quarterly interest payments due on November 1,2002. and
February 1, 2003. As of January 31, 2003, a total of $54,586 in unpaid interest
was owed to Mr. Campo under the August 1, 2002 note. Since we do not have any
revenues, it is doubtful that we will be able to pay any interest or principal
amounts due under the August 1, 2002 note until such time as we have operating
revenues, or we raise funds from an independent source, both of which events may
not occur at any time. Mr. Campo has the right to convert unpaid amounts due
under the August 1, 2002 Note into one share of our common stock for each $.0075
due under such note so converted. In addition, Mr. Campo has the right at any
time to declare amounts due under such note immediately due and payable.
16
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
None
(B) Reports on Form 8-K
There were no reports on Form 8-K during the quarter ended
January 31, 2003.
17
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.
MURRAY UNITED DEVELOPMENT CORPORATION
(Registrant)
By: /S/ Dwight Foster
-----------------------
Chief Executive Officer
Dated: March 13, 2003
By: /S/ Anthony S. Campo
---------------------
Anthony S. Campo, Executive Vice President
Secretary and Treasurer
Chief Financial Officer
Dated: March 13, 2003
Pursuant to the requirements of Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
/ S / Anthony S. Campo
-------------------------
Anthony S. Campo,
Chairman of the Board
/ S / Dwight Foster
-------------------------
Dwight Foster, Director
/ S / Frank Pecorella
-------------------------
Frank Pecorella, Director
Dated: March 13, 2003
18
CERTIFICATION PURSUANT TO 18 USC, SECTION
1350, AS ADOPTED PURSUANT TO SECTIONS 302 AND 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Murray United Development Corp.
(Registrant) on Form 10-QSB for the quarter ended January 31, 2003, as filed
with the Securities and Exchange Commission on the date hereof, I, Dwight
Foster, Chief Executive Officer of the Company, certify to the best of my
knowledge, pursuant to 18 USC 1350, as adopted pursuant to ss.302 and
promulgated as 18 USC 1350 pursuant to ss.906 of the Sarbanes-Oxley Act of 2002,
that:
1) I have reviewed this Quarterly Report on Form 10-QSB of Murray United
Development Corp. for the quarter ended January 31, 2003.
2) Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
Quarterly Report;
4) The registrant's other certifying officers, if any, and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this Quarterly
Report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The Registrant's other certifying officers, if any, and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of registrant's board of directors (or persons performing
the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
6) The Registrant's other certifying officers, if any, and I have indicated in
this Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
/s/ DWIGHT FOSTER Dated: March 17, 2003
- -------------------------------------- ----------------------
Dwight Foster, Chief Executive Officer
19
CERTIFICATION PURSUANT TO 18 USC, SECTION
1350, AS ADOPTED PURSUANT TO SECTIONS 302 AND 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Murray United Development Corp.
(Registrant) on Form 10-QSB for the quarter ended January 31, 2003, as filed
with the Securities and Exchange Commission on the date hereof, I, Anthony
Campo, Chief Financial Officer of the Company, certify to the best of my
knowledge, pursuant to 18 USC 1350, as adopted pursuant to ss.302 and ss.906 of
the Sarbanes-Oxley Act of 2002, that:
1) I have reviewed this Quarterly Report on Form 10-QSB Murray United
Development Corp. for the quarter ended January 31, 2003.
2) Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
Quarterly Report;
4) The registrant's other certifying officers, if any, and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this Quarterly
Report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The Registrant's other certifying officers, if any, and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of registrant's board of directors (or persons performing
the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
6) The Registrant's other certifying officers, if any, and I have indicated in
this Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
/s/ Anthony Campo Dated: March 17, 2003
- ------------------------ ---------------------
Chief Financial Officer
20