UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-QSB

 

(Mark One)

 

ý                                 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT 0F 1934

 

For the period ended: October 31, 2004

 

o                                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from

 

Commission File Number 0-30432

 

ARBOR ENTECH CORPORATION

(Exact name of small business issuer as specified in its charter)

 

Delaware

 

22-2335094

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

 

 

Route 349, RD 1, Box 1076, Little Marsh, PA

 

16931

(Address of Principal Executive Offices)

 

(Zip Code)

 

Issuer’s Telephone Number, including Area Code:   (570) 376-2217

 

 

(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.

 

ý   Yes     o   No

 

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date.

 

Class

 

Outstanding at October 31, 2004

Common Stock, par value $.001 per share

 

7,050,540

 

Transitional Small Business Format (check one):  Yes   o     No   ý

 

 



 

ARBOR ENTECH CORPORATION

CONDENSED BALANCE SHEET

OCTOBER 31, 2004

(Unaudited)

 

ASSETS

 

 

 

 

 

 

 

Current Assets:

 

 

 

Cash and Cash Equivalents

 

$

292,895

 

Prepaid Expenses

 

511

 

 

 

 

 

Total Current Assets

 

293,406

 

 

 

 

 

Property and Equipment (Net of Accumulated Depreciation of $54,828)

 

28,343

 

 

 

 

 

 

 

$

321,749

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

Accounts Payable and Accrued Liabilities

 

$

2,250

 

 

 

 

 

Total Current Liabilities

 

2,250

 

 

 

 

 

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

 

2,365,441

 

Retained Earnings (Deficit)

 

(2,052,992

)

 

 

 

 

Total Stockholders’ Equity

 

319,499

 

 

 

 

 

 

 

$

321,749

 

 

The accompanying notes are an integral part of the financial statements.

 

2



 

ARBOR ENTECH CORPORATION

CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended
October 31,

 

Six Months Ended
October 31,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

Selling, General and Administrative Expenses

 

7,804

 

61,634

 

19,752

 

127,893

 

 

 

7,804

 

61,634

 

19,752

 

127,893

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations

 

(7,804

)

(61,634

)

(19,752

)

(127,893

)

 

 

 

 

 

 

 

 

 

 

Other Income:

 

 

 

 

 

 

 

 

 

Interest

 

262

 

196

 

542

 

390

 

Other

 

 

 

22

 

 

 

 

262

 

196

 

564

 

390

 

 

 

 

 

 

 

 

 

 

 

Loss from Continuing Operations

 

(7,542

)

(61,438

)

(19,188

)

(127,503

)

 

 

 

 

 

 

 

 

 

 

Loss from Discontinued Operations

 

 

(102,456

)

 

(76,573

)

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(7,542

)

$

(163,894

)

$

(19,188

)

$

(204,076

)

 

 

 

 

 

 

 

 

 

 

Loss Per Common Share – Basic:

 

 

 

 

 

 

 

 

 

Loss from Continuing Operations

 

$

(.00

)

$

(.01

)

$

(.00

)

$

(.02

)

Loss from Discontinued Operations

 

(.00

)

(.00

)

(.00

)

(.01

)

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(.00

)

$

(.01

)

$

(.00

)

$

(.01

)

 

 

 

 

 

 

 

 

 

 

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.

 

3



 

ARBOR ENTECH CORPORATION

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)

 

 

 

Six Months Ended
October 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

(Loss) from Continuing Operations

 

$

(19,188

)

$

(127,503

)

Adjustments to Reconcile (Loss) from Continuing Operations to Net Cash (Used) in Operating Activities:

 

 

 

 

 

Depreciation

 

575

 

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

Decrease in Prepaid Expenses

 

 

11,350

 

(Decrease) in Accounts Payable and Accrued Liabilities

 

(15,776

)

(17,884

)

 

 

 

 

 

 

Total Adjustments

 

(15,201

)

(6,534

)

 

 

 

 

 

 

Net Cash (Used) in Operating Activities

 

(34,389

)

(134,037

)

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

Proceeds of Loans to Related Parties

 

1,019,850

 

27,000

 

Dividends Paid

 

(1,057,694

)

 

 

 

 

 

 

 

Net Cash Provided by (Used) in Financing Activities

 

(37,844

)

27,000

 

 

 

 

 

 

 

Net Cash Provided by Discontinued Operations

 

 

196,643

 

 

 

 

 

 

 

Increase (Decrease) in Cash and Cash Equivalents

 

(72,233

)

89,606

 

 

 

 

 

 

 

Cash and Cash Equivalents – Beginning of Period

 

365,128

 

302,287

 

 

 

 

 

 

 

Cash and Cash Equivalents – End of Period

 

$

292,895

 

$

391,893

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

Cash Paid for Interest

 

$

 

$

 

 

 

 

 

 

 

Cash Paid for Income Taxes

 

$

 

$

 

 

 

 

 

 

 

Supplemental Disclosure of Non-Cash Financing Activities:

 

 

 

 

 

Accrued Interest on Related Parties Loans Receivable Credited to Additional Paid-In Capital

 

$

 

$

17,134

 

 

The accompanying notes are an integral part of the financial statements.

 

4



 

ARBOR ENTECH CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

OCTOBER 31, 2004

(Unaudited)

 

NOTE 1 -         Unaudited Interim Financial Statement

 

In the opinion of the Company’s management, the accompanying unaudited conÞnsed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein.  These financial statements are condensed and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

 

Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.

 

NOTE 2 -         Property and Equipment

 

Property and equipment consists of the following:

 

Land

 

$

22,058

 

Building and Improvements

 

61,114

 

 

 

83,172

 

Less: Accumulated Depreciation

 

54,829

 

 

 

$

28,343

 

 

Depreciation amounted to $575 and $2,800 for the six months ended October 31, 2004 and 2003, respectively.

 

The land and building are collateralized by a mortgage held by the Company’s Secretary/Treasurer (see Note 3).

 

NOTE 3 -         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, 2004 on this credit facility.

 

NOTE 4 -         Notes Receivable – Related Party

 

Notes receivable in the amount of $1,019,850 were paid in full in May 2004.

 

5



 

NOTE 5 -                Dividends

 

On May 1, 2004, the board of directors paid a dividend of $.15 per share for a total of $1,057,694 to each shareholder of record as of March 22, 2004.

 

NOTE 6 -                Discontinued Operations

 

On September 2, 2003, the Company informed The Home Depot, Inc., the customer that purchased more than 99 percent of the Company’s wood products, that the Company would no longer do business with Home Depot due to increased difficulties in transacting business with Home Depot on a profitable basis.  The Company stated to Home Depot that these difficulties included Home Depot’s prohibition against price increases despite increases in the Company’s increased costs of production, a diminution in Home Depot territories the Company was allowed to sell products to, and Home Depot’s demands regarding returns of ordered products that the Company was unwilling to accede to for economic reasons.

 

The Financial Accounting Standards Board’s SFAS No. 144, “Accounting for the Impairment or disposal of Long-Lived Assets”, addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of.  SFAS No. 144 supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of,” retains the fundamental provisions of Statements 121 for (a) recognition and measurement of the impairment of long-lived assets to be held and used and (b) measurement of long-lived assets to be disposed of by sale.  SFAS 144 also supersedes the accounting and reporting provisions of APB Opinion No. 30, “Reporting and Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transaction,” for segments of a business to be disposed of, but retains the requirement of Opinion 30 to report discontinued operations separately from continuing operations and extends that reporting to a component of an entity that either has been disposed of (by sale, by abandonment, or in a distribution to owners) or is classified as held for sale.

 

The Company has discontinued its wood products business.  Consequently, the accompanying financial statements reflect the wood products business as discontinued operations in accordance with SFAS No. 144.

 

Summarized below are the results of discontinued operations:

 

 

 

Three Months Ended
October 31,

 

Six Months Ended
October 31,

 

 

 

2004

 

2003

 

2004

 

2003

 

Net Sales

 

$

 

$

20,638

 

$

 

$

161,391

 

 

 

 

 

 

 

 

 

 

 

Loss from Discontinued Operations

 

$

 

$

(102,456

)

$

 

$

(76,573

)

 

The Company is seeking other business opportunities, but there can be no assurance that such opportunities will be identified, engaged in, or result in any profits.

 

6



 

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

 

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 2004 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 were a wood products Company which has been in business since 1980.  Our business has fluctuated over the years.  We were almost wholly dependent on sales to Home Depot.

 

On September 2, 2003, the Company informed The Home Depot, Inc., the customer that purchased more than 99 percent of the Company’s wood products, that the Company would no longer do business with Home Deport due to increased difficulties in transacting business with Home Depot on a profitable basis.  The Company stated to Home Depot that these difficulties included Home Depot’s prohibition against price increases despite increases in the Company’s increased costs of production, a diminution in the Home Depot territories the Company was allowed to sell product to, and Home Depot’s demands regarding returns of ordered products that the Company was unwilling to accede to for economic reasons.

 

The Company has discontinued its wood products business.  The Company intends to seek other business opportunities, but there can be no assurance that such opportunities will be identified, engaged in, or result in any profits.

 

Results of operations

 

Quarter ended October 31, 2004 compared to the quarter ended October 31, 2003.

 

Since the Company discontinued its wood products business there were no sales from continuing operations during the quarters ended October 31, 2004 and 2003.

 

Selling, general and administrative expenses were approximately $8,000 for the quarter ended October 31, 2004, a decrease of approximately $54,000 or 87% over selling, general and administrative expenses of approximately $62,000 for the quarter ended October 31, 2003.  This decrease is a direct result of the Company’s discontinued operations and curtailment of virtually all operating expenses.

 

Arbor’s net loss decreased from approximately $164,000 for the quarter ended October 31, 2003 to a net loss of approximately $8,000 for the quarter ended October 31, 2004.  This was a decrease of approximately $156,000 or 95%.

 

7



 

Six months ended October 31, 2004 compared to the six months ended October 31, 2003

 

Since the Company discontinued its wood products business there were no sales from continuing operations during the six months ended October 31, 2004 and 2003.

 

Selling, general and administrative expenses were approximately $20,000 for the six months ended October 31, 2004, a decrease of approximately $108,000 or 84% over selling, general and administrative expenses of approximately $128,000 for the six months ended October 31, 2003.  This decrease is a direct result of the Company’s discontinued operations and curtailment of virtually all operating expenses.

 

Arbor’s net loss decreased from approximately $204,000 for the six months ended October 31, 2003 to approximately $19,000 for the six months ended October 31, 2004.  This was a decrease of approximately $185,000 or 91%.

 

Discontinued Operations

 

On September 2, 2003, the Company informed The Home Depot, Inc., the customer that purchased more than 99 percent of the Company’s wood products, that the Company would no longer do business with Home Depot due to increased difficulties in transacting business with Home Depot on a profitable basis.  The Company stated to Home Depot that these difficulties included Home Depot’s prohibition against price increases despite increases in the Company’s increased costs of production, a diminution in the Home Depot territories the Company was allowed to sell product to, and Home Depot’s demands regarding returns of ordered products that the Company was unwilling to accede to for economic reasons.

 

Net sales of the wood products business were approximately $0 and $21,000 for the quarters ended October 31, 2004 and 2003, respectively.  The net loss from discontinued operations was $0 and $102,000 for the quarters ended October 31, 2004 and 2003, respectively.

 

Liquidity and capital resources

 

In the prior years, Arbor’s working capital requirements have been met primarily from sales generated by its discontinued wood products business.  At October 31, 2004 we had working capital of approximately $291,000.

 

As at October 31, 2004, we had cash and cash equivalents of approximately $293,000, which represented 91% of total assets.  Arbor believes it has adequate working capital to fund its operations for at least the next 12 months.

 

Net cash used in operating activities amounted to approximately $34,000 for the six months ended October 31, 2004.  Loss from continuing operations of $19,000 for the six months ended October 31, 2004 was increased by decreases in accounts payable of $16,000.

 

Net cash used in financing activities was approximately $38,000 for the six months ended October 31, 2004 as a result of related party loan repayments of $1,020,000 offset by dividend payments of $1,058,000.

 

8



 

Item 3 Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15a-15(e) of the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 6.  Exhibits and Reports on Form 8-K

 

(a) The following exhibits are filed with this report:

 

Exhibit Number

 

Description of Exhibit

 

 

 

Exhibit 31.1

 

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

Exhibit 31.2

 

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

Exhibit 32.1

 

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

Exhibit 32.2

 

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

(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

 

 

 

Harvey Houtkin

 

 

President

 

 

 

 

 

By:

/s/ Mark Shefts

 

 

 

Mark Shefts

 

 

Chief Financial Officer

 

 

Dated:  December 14, 2004

 

 

9