UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT 0F 1934
For the period ended: October 31, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File Number 0-30432
ARBOR ENTECH CORPORATION
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-2335094
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
Route 349, RD 1, Box 1076, Little Marsh, PA 16931
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (570) 376-2217
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(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.
X Yes No
Indicate the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date.
Class Outstanding at January 31, 2002
----- --------------------------------
Common Stock, par value $.001 per share 7,050,540
Transitional Small Business Format (check one): Yes No X
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ARBOR ENTECH CORPORATION
BALANCE SHEET
OCTOBER 31, 2002
(Unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents $299,445
Accounts Receivable 119,208
Inventories 176,572
Prepaid Expenses 64,934
--------
Total Current Assets 660,159
Property, Plant and Equipment (Net of Accumulated
Depreciation of $91,593) 48,465
--------
$708,624
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued Liabilities $ 33,120
--------
Total Current Liabilities 33,120
--------
Commitments and Contingencies
Stockholders' Equity:
Common Stock, $.001 Par Value; Authorized
10,000,000 Shares; Issued and Outstanding
7,050,540 Shares 7,050
Additional Paid-In Capital 2,262,637
Retained Earnings (Deficit) (532,863)
Notes Receivable - Related Parties (1,061,320)
---------
Total Stockholders' Equity 675,504
--------
$708,624
========
The accompanying notes are an integral part of the financial statements.
ARBOR ENTECH CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
OCTOBER 31, OCTOBER 31,
------------------------ -------------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
Net Sales $ 121,980 $ 461,929 $ 369,457 $ 593,978
---------- ---------- ---------- ----------
Costs and Expenses:
Cost of Sales 73,188 230,733 221,674 297,613
Selling, General and Administrative Expenses 134,544 174,574 241,826 331,625
---------- ---------- ---------- ----------
207,732 405,307 463,500 629,238
---------- ---------- ---------- ----------
Operating Income (Loss) (85,752) 56,622 (94,043) (35,260)
---------- ---------- ---------- ----------
Other Income (Expense):
Interest Income 405 1,124 852 4,447
Other -- 4,882 -- 4,882
---------- ---------- ---------- ----------
Total Other Income 405 6,006 852 9,329
---------- ---------- ---------- ----------
Income (Loss) before Provision for
Income Taxes (85,347) 62,628 (93,191) (25,931)
Provision for Income Taxes -- 4,600 -- 4,600
---------- ---------- ---------- ----------
Net Income (Loss) $ (85,347) $ 58,028 $ (93,191) $ (30,531)
========== ========== ========== ==========
Earnings Per Common Share - Basic $ (.01) $ .01 $ (.01) $ (.00)
========== ========== ========== ==========
Weighted Average Shares Outstanding 7,050,540 7,050,540 7,050,540 7,050,540
========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements.
ARBOR ENTECH CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED
OCTOBER 31,
------------------------
2002 2001
--------- ---------
Cash Flows from Operating Activities:
Net (Loss) $(93,191) $(30,531)
-------- --------
Adjustments to Reconcile Net (Loss) to Net Cash
Provided (Used) by Operating Activities:
Depreciation 7,462 6,786
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable 188,599 (151,348)
(Increase) Decrease in Inventories (32,333) (64,241)
(Increase) Decrease in Prepaid Expenses (24,325) 10,883
(Decrease) in Accounts Payable (24,314) (31,011)
(Decrease) in Taxes Payable (1,479) (47,323)
-------- --------
Total Adjustments 113,610 (276,254)
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Net Cash Provided (Used) by Operating Activities 20,419 (306,785)
-------- --------
Cash Flows from Investing Activities: -- --
-------- --------
Cash Flows from Financing Activities:
Capital Contributed 34,268 48,205
Loans to Related Parties - Net (7,268) (48,205)
Repayment of Loans to Related Parties -- 21,000
-------- --------
Net Cash Provided by Financing Activities 27,000 21,000
-------- --------
Increase (Decrease) in Cash and Cash Equivalents 47,419 (285,785)
Cash and Cash Equivalents - Beginning of Period 252,026 625,438
-------- --------
Cash and Cash Equivalents - End of Period $299,445 $339,653
======== ========
Supplemental Cash Flow Information:
Cash Paid for Interest $ -- $ --
======== ========
Cash Paid for Income Taxes $ 50,200 $ 42,305
======== ========
The accompanying notes are an integral part of the financial statements.
ARBOR ENTECH CORPORATION
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002
(Unaudited)
NOTE 1 - Unaudited Interim Financial Statements
In the opinion of the Company, the accompanying financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results of operations
and cash flows presented.
Results of operations for interim periods are not necessarily
indicative of the results of operations for a full year.
NOTE 2 - Inventories
Inventories consist of the following:
Raw Materials $150,086
Finished Goods 26,486
--------
$176,572
========
NOTE 3 - Property, Plant and Equipment
Property, plant and equipment consists of the following:
Land $22,058
Building and Improvements 61,114
Machinery and Equipment 4,300
Computers 12,804
Automobiles and Trucks 39,782
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140,058
Less: Accumulated Depreciation 91,593
-------
$48,465
=======
The land and building are collateralized by a mortgage held by the
Company's Secretary/Treasurer (see Note 6).
NOTE 4 - Notes Receivable - Related Parties
Notes receivable from related parties consists of amounts due from
two affiliated companies. These loans are classified as a reduction of
stockholders' equity. Although the loans bear interest such interest is not
recorded as income for financial statement purposes but as additional
contributed capital. In November 1999 the remaining two loans were
memorialized into 10 year promissory notes bearing interest at 10% per annum,
which was reduced to 7% per annum in October 2001.
ARBOR ENTECH CORPORATION
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002
(Unaudited)
NOTE 4 - Notes Receivable - Related Parties (Continued)
----------------------------------
The notes consist of the following:
Receivable from:
Rushmore Financial Services, Inc. (a) $784,024
ATTAIN Technology, Inc.
(F/K/A Double H Management Corp.) (b) 195,072
----------
979,096
Accrued Interest 82,224
----------
$1,061,320
==========
(a) A corporation wholly owned by Mr. Shefts and Mr. Houtkin.
(b) A wholly owned subsidiary of Rushmore Financial Services, Inc.
NOTE 5 - Related Party Transactions
--------------------------
The Company incurred $27,000 and $21,000 in administrative fees to
a Company owned by two of its significant stockholders for the six months
ended October 31, 2002 and 2001 respectively.
NOTE 6 - Commitments and Contingencies
-----------------------------
Line of Credit
--------------
The Company has a revolving credit facility with its
Secretary/Treasurer, secured by a mortgage of the Company's real property
located in Tioga County, Pennsylvania. This revolving line of credit provides
for the extension of credit in the aggregate principal amount of $100,000
with interest at 11% per annum. Principal and interest are payable on demand.
There was no balance due at October 31, 2002 on this credit facility.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995
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The statements contained in this report which are not historical
fact are ""forward-looking statements'' that involve various important
assumptions, risks, uncertainties and other factors which could cause the
Company's actual results for 2002 and beyond to differ materially from those
expressed in such forward-looking statements. These important factors
include, without limitation, competitive factors and pricing pressures,
changes in legal and regulatory requirements, technological change or
difficulties, product development risks, commercialization and trade
difficulties and general economic conditions, as well as other risks
previously disclosed in the Company's securities filings and press releases.
General
-------
We are a wood products company which has been in business since
1980. Our business has increased over the years. We are almost wholly
dependent on sales to Home Depot.
Results of operations
---------------------
QUARTER ENDED OCTOBER 31, 2002 COMPARED TO THE QUARTER ENDED
OCTOBER 31, 2001.
Net sales for the quarter ended October 31, 2002 were approximately
$122,000, a decrease of $340,000 or 74% as compared to net sales of
approximately $462,000 for the quarter ended October 31, 2001. Net sales
decreased primarily due to less orders from Home Depot.
Cost of sales were approximately $73,000 for the quarter ended
October 31, 2002, a decrease of approximately $158,000 or 68% over the
comparable 2001 period cost of sales of approximately $231,000. Cost of sales
as a percentage of net sales was approximately 60% for the quarter ended
October 31, 2002 compared to approximately 50% for the quarter ended October
31, 2001. This increase is primarily attributable to an increase in product
costs during the current quarter that was not passed on to Home Depot.
Selling, general and administrative expenses were approximately
$135,000 for the quarter ended October 31, 2002, a decrease of approximately
$40,000 or 23% over selling, general and administrative expenses of
approximately $175,000 for the quarter ended October 31, 2001. This decrease
was due primarily to a decrease in salaries and related costs of
approximately $30,000 along with reductions in other general expenses.
Interest income for the quarter ended October 31, 2002 was
approximately $400 compared to $1,100 for the quarter ended October 31, 2001.
The decrease in interest income is primarily attributable to lower average
money market account balances in the current quarter coupled with lower
interest rates.
Arbor's net loss was approximately $85,000 for the quarter ended
October 31, 2002 compared to net income of approximately $58,000 for the
quarter ended October 31, 2001.
SIX MONTHS ENDED OCTOBER 31, 2002 COMPARED TO THE SIX MONTHS ENDED
OCTOBER 31, 2001.
Net sales for the six months ended October 31, 2002 were
approximately $369,000, a decrease of $225,000 or 38% as compared to net
sales of approximately $594,000 for the six months ended October 31, 2001.
Net sales decreased primarily due to less orders from Home Depot.
Cost of sales were approximately $222,000 for the six months ended
October 31, 2002, a decrease of approximately $76,000 or 26% over the
comparable 2001 period cost of sales of approximately $298,000. Cost of sales
as a percentage of net sales was approximately 60% for the six months ended
October 31, 2002 compared to approximately 50% for the six months ended
October 31, 2001. This increase is primarily attributable to an increase in
product costs during the period that was not passed on to Home Depot.
Selling, general and administrative expenses were approximately
$242,000 for the six months ended October 31, 2002, a decrease of
approximately $90,000 or 27% over selling, general and administrative
expenses of approximately $332,000 for the six months ended October 31, 2001.
This decrease was due primarily to a decrease in salaries and related costs
of approximately $72,000 along with reductions in other general expenses.
Interest income for the six months ended October 31, 2002 was
approximately $900 compared to interest income of $4,400 for the six months
ended October 31, 2001. This decrease in interest income is primarily
attributable to lower average money market account balances in the current
period coupled with lower interest rates.
Arbor's net loss increased from approximately $31,000 for the six
months ended October 31, 2001 to approximately $93,000 for the six months
ended October 31, 2002. This was an increase of approximately $62,000, or
200%.
Liquidity and capital resources
-------------------------------
In the periods discussed above, Arbor's working capital
requirements have been met primarily from sales of its wood products. At
October 31, 2002 we had working capital of approximately $627,000.
As at October 31, 2002, we had cash and cash equivalents of
approximately $299,000, which represented 42% of total assets. Arbor believes
it has adequate working capital and will generate net revenues adequate to
fund its operations for at least the next 12 months.
Net cash provided by operating activities was approximately $20,000
for the six months ended October 31, 2002, as compared to net cash used in
operating activities of approximately $307,000 for the six months ended
October 31, 2001. This increase of approximately $327,000 is primarily
attributable to the increase of net loss of approximately $62,000 offset by a
net change in operating assets and liabilities of approximately $390,000.
Net cash provided by financing activities increased by
approximately $6,000, primarily attributable to net capital contributed in
connection with related party loans.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's loans to third parties are at a fixed rate of interest.
The Company has no loans outstanding.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures:
Within 90 days before filing this Report on Form 10-QSB/A, an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures was carried out by the Company under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer and Chief Financial Officer. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that, as of the date of their evaluation, the Company's disclosure controls
and procedures (i) are effective in timely alerting them to material
information relating to the Company required to be included in the Company's
periodic SEC filings and (ii) have been designed and are being operated in a
manner that provides reasonable assurance that the information required to be
disclosed by the Company in reports filed or submitted under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms.
(b) Changes in Internal Controls:
Subsequent to the date the Company carried out its evaluation, there
have been no significant changes in the Company's internal controls or in other
factors which could significantly affect internal controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) None
(b) None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ARBOR ENTECH CORPORATION
Registrant
By: s/Harvey Houtkin
President
By: s/Mark Shefts
Mark Shefts
Chief Financial Officer
Dated: December 16, 2002
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-QSB of Arbor EnTech
Corporation (the "Company") for the quarterly period ended October 31, 2002, as
filed with the Securities and Exchange Commission (the "Commission") on the date
hereof (the "Report"), as amended by this Report on Form 10-QSB/A as filed with
the Commission on the date hereof (the "Amended Report"), Harvey Houtkin, as
Chairman and Chief Executive Officer of the Company, hereby certifies, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Amended Report for the quarterly period ended October 31, 2002,
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended; and
(2) The information in the Amended Report, and the information in the
Report, fairly presents, in all material respects, the financial condition and
results of operations of the Company.
December 16, 2002 /s/ HARVEY HOUTKIN
-----------------------
Harvey Houtkin
Chief Executive Officer
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-QSB of Arbor EnTech
Corporation (the "Company") for the quarterly period ended October 31, 2002, as
filed with the Securities and Exchange Commission (the "Commission") on the date
hereof (the "Report"), as amended by this Report on Form 10-QSB/A as filed with
the Commission on the date hereof (the "Amended Report"), Mark Shefts, as Chief
Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Amended Report for the quarterly period ended October 31, 2002,
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended; and
(2) The information in the Amended Report, and the information in the
Report, fairly presents, in all material respects, the financial condition and
results of operations of the Company.
December 16, 2002 /s/ MARK SHEFTS
-----------------------
Mark Shefts
Chief Financial Officer
Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-QSB/A of Arbor EnTech
Corporation (the "Company") for the quarterly period ended October 31, 2002
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Harvey Houtkin, Chairman and Chief Executive Officer of the
Company, hereby certify that:
(1) I, Harvey Houtkin, have reviewed this quarterly report on Form
10-QSB/A of Arbor EnTech Corporation;
(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 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 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 function):
(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 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.
December 16, 2002 /s/ Harvey Houtkin
---------------------------
Harvey Houtkin
Chief Executive Officer
Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-QSB/A of Arbor EnTech
Corporation (the "Company") for the quarterly period ended October 31, 2002
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Mark Shefts, Chief Financial Officer of the Company, hereby
certify that:
(1) I, Mark Shefts, have reviewed this quarterly report on Form
10-QSB/A of Arbor EnTech Corporation;
(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 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 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 function):
(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 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.
December 16, 2002 /s/ Mark Shefts
--------------------------
Mark Shefts
Chief Financial Officer