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Cadema Corp – ‘10QSB’ for 6/30/96 – 10-Q

As of: Tuesday, 8/13/96 · For: 6/30/96 · Accession #: 950135-96-3589 · File #: 0-09614

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/13/96  Cadema Corp                       10QSB       6/30/96    2:20K                                    Bowne of Boston/FA

Quarterly Report — Small Business — Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Cadema Corp Form 10-Q                                 10     44K 
 2: EX-27     ƒ Financial Data Schedule                                1      6K

10-Q — Cadema Corp Form 10-Q
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits - Exhibit 27 Financial Data Schedule Management's Discussion and Analysis of 8-9 Financial Condition and Results of Operations Management's Discussion and Analysis of Financial Condition and Results of Operation Thru 5: Not Applicable
1	1st Page - Filing Submission
2	Item 2 -. Management's Discussion and Analysis of 8-9 Financial Condition and Results of Operations
8	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation
10	Items 1. Thru 5: Not Applicable
"	Item 6:. Exhibits - Exhibit 27 Financial Data Schedule

10-Q 1st Page of 10 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C.    

FORM 10-QSB   

(Mark One)                                                                      

X                                                                           
------  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities      
Exchange Act of 1934                                                            

For the period ended June 30, 1996.                                             

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 No. 0-9614                                                      

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

DELAWARE                                         88-0160741 
--------------------------------------------------------------------------------
(State or other jurisdiction of                     (IRS Employer I.D. Number)  
incorporation or organization)                                                  

c/o Number One Corporation 50 Washington Street. Norwalk CT 06854               
-----------------------------------------------------------------               
(Address of Principal Executive Offices)             (Zip Code)                 

Registrant's telephone number, including area code: (203) 854-6711              
                                      --------------

(Former name, former address and former fiscal year, if changed since last      
report.) - N/A                                                                  

Indicate by check mark whether the Registrant (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                                 
           ---     ---

There were 10,905,549 shares of the Registrant's common stock outstanding as of 
June 30, 1996.                                                                  

1   

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CADEMA CORPORATION
 FORM 10-QSB

 INDEX

PART 1. FINANCIAL INFORMATION                                                   

Item 1 - Financial Statements                               3   
Balance Sheets - June 30, 1996 and                          
December 31, 1995                                           

Statements of Operations - Six months ended                 4   
June 30, 1996 and June 30, 1995                             

Statements of Operations - Three months ended               5   
June 30, 1996 and June 30, 1995                             

Statements of Cash Flows - Three months ended               6   
June 30, 1996 and June 30, 1995                             

Notes to Financial Statements                               7   

Item 2 - Management's Discussion and Analysis of          8-9   
Financial Condition and Results of Operations               

PART II. OTHER INFORMATION                                                      

Signatures                                                 10   

Exhibit 27                                                 11   

   The accompanying condensed financial statements have been prepared by the
Company, without audit, and reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results of operations,         
financial position, and statements of cash flows for the interim periods. The   
statements have been prepared in accordance with the rules and regulations of   
the Securities and Exchange Commission, but omit certain information and        
footnote disclosures necessary to present the statements in accordance with     
generally accepted accounting principles.                                       

     These condensed financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Annual Report  
on Form 10-KSB for the year ended December 31, 1995. Management believes that   
the disclosures are adequate to make the information presented herein not       
misleading.                                                                     

2 

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 CADEMA CORPORATION AND SUBSIDIARY
 ---------------------------------

                                                                [Download Table]

                           CONSOLIDATED BALANCE SHEETS                    
                           ---------------------------                    

                                           June 30, 1996  December 31,1995
                                           -------------  ----------------
              ASSETS                                                      
              ------                                                      
                                                                          
CURRENT ASSETS:                                                           

 Cash and cash equivalents                  $    56,613     $    13,177   
 Trading securities (Cost 672,947 in            563,125         511,125   
  1996 and 661,047 in 1995) (Note 2)                                      
 Accounts receivable, net                        71,691          18,807   
 Other current assets                               178             712   
                                            -----------     -----------   

     TOTAL CURRENT ASSETS                       691,607         543,821   

NOTE RECEIVABLE (Note 3)                        345,000         345,000   
                                            -----------     -----------   

     TOTAL ASSETS                           $ 1,036,607     $   888,821   
                                            ===========     ===========   
 LIABILITIES AND STOCKHOLDERS' EQUITY                                     
 ------------------------------------                                     

CURRENT LIABILITIES:                                                      
 Accounts Payable                                    --              --   
 Accrued Liabilities                             34,725          13,000   
 Contract Deposits                                   --              --   
                                            -----------     -----------   
     TOTAL CURRENT LIABILITIES                   34,725          13,000   

Accrued dividends on preferred stock            594,235         509,344   
Minority Interest in Subsidiary (Note 3)          7,296           7,296   
                                            -----------     -----------   
     TOTAL LIABILITIES                          636,256         529,640   

Commitments and contingencies                                             

STOCKHOLDERS' EQUITY                                                      
Series A 8% Cumulative Convertible                                        
 Preferred Stock, par value $.01 per                                      
 share; authorized 5,000,000 shares;                                      
 issued, 485,123 shares in 1996                                           
 and 1995                                         4,851           4,851   
Series B 8% Cumulative Convertible                                        
 Preferred Stock, par value, $.01 per                                     
  share, authorized, 150,000 shares,                                      
  none issued                                                             
Common Stock, par value, $.01 per share;             --              --   
 authorized 50,000,000 shares; issued                                     
 10,935,549 shares in 1996 and 1995             109,356         109,356   
Additional paid-in capital                    7,765,904       7,765,904   
Accumulated deficit                          (7,383,390)     (7,424,560)  
Less: Treasury stock at cost                                              
 Common shares                                  (75,000)        (75,000)  
 Preferred shares                               (21,370)        (21,370)  
                                            -----------     -----------   

     TOTAL STOCKHOLDERS' EQUITY                 400,351         359,181   
                                            -----------     -----------   
     TOTAL LIABILITIES AND                                                
      STOCKHOLDERS' EQUITY                  $ 1,036,607     $   888,821   
                                            ===========     ===========   

The accompanying notes to the consolidated financial statements   
are an integral part of these balance sheets.   

3   

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CADEMA CORPORATION AND SUBSIDIARY   
---------------------------------   

                                                                [Download Table]
                    CONSOLIDATED STATEMENTS OF OPERATIONS                       
                    -------------------------------------                       
                      FOR THE SIX MONTHS ENDED JUNE 30                          
                      --------------------------------                          


                                                      1996             1995     
                                                      ----             ----     
                                                                                
REVENUE (Note 2)                                   $        --      $    39,052 
COST OF GOODS SOLD                                          --           26,825 
                                                   -----------      ----------- 

         GROSS PROFIT                                       --           12,227 

OPERATING EXPENSES:                                                             
         General and administrative                     16,711           17,965 
                                                   -----------      ----------- 

                  Total operating expenses              16,711           17,965 
                                                   -----------      ----------- 

                  Loss from operations                 (16,711)          (5,738)

OTHER INCOME (EXPENSE):                                                         
         Trading securities                                                     
         Transactions (Notes 2)                                                 
           Realized gains (losses)                     101,710           40,246 
           Change in unrealized losses                  40,100          (50,400)
         Interest income                                    --               -- 
         Interest expense                                   --               -- 
         Dividend income                                   962            1,022 
         Other income                                       --               -- 
         Minority Interest (Note 3)                         --           (4,060)
                                                   -----------      ----------- 
                  Total other income (expense)         142,772          (13,192)
                                                   -----------      ----------- 

INCOME (LOSS) FROM OPERATIONS BEFORE TAXES             126,061          (18,930)

PROVISION FOR INCOME TAXES                                  --               -- 
                                                   -----------      ----------- 

NET LOSS                                               126,061          (18,930)

PREFERRED DIVIDENDS EARNED                              84,891           93,090 
                                                   -----------      ----------- 

NET LOSS APPLICABLE TO                                                          
         COMMON STOCK (Note 2)                     $    41,170      $  (112,020)
                                                   ===========      =========== 
WEIGHTED AVERAGE COMMON SHARES                                                  
         OUTSTANDING (Note 2)                       10,905,549       10,905,549 

LOSS PER COMMON AND                                                             
         COMMON EQUIVALENT SHARE:                                               
         Primary                                   $       .00      $      (.01)
                                                   ===========      =========== 

The accompanying notes to consolidated financial statements   
are an integral part of these statements    

4   

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CADEMA CORPORATION AND SUBSIDIARY   
---------------------------------   

                                                                [Download Table]
                    CONSOLIDATED STATEMENTS OF OPERATIONS                       
                    -------------------------------------                       
                     FOR THE THREE MONTHS ENDED JUNE 30                         
                     ----------------------------------                         


                                                      1996             1995     
                                                      ----             ----     
                                                                                

REVENUE (Note 2)                                   $        --      $        -- 
COST OF GOODS SOLD                                          --               -- 
                                                   -----------      ----------- 

         GROSS PROFIT                                       --               -- 

OPERATING EXPENSES:                                                             
         General and administrative                      5,429            4,523 
                                                   -----------      ----------- 

                  Total operating expenses               5,429            4,523 
                                                   -----------      ----------- 

                  Loss from operations                  (5,429)          (4,523)

OTHER INCOME (EXPENSE):                                                         
         Trading securities                                                     
         Transactions (Notes 2)                                                 
           Realized gains (losses)                      85,585           40,246 
           Change in unrealized losses                  22,783          (56,845)
         Interest income                                    --               -- 
         Interest expense                                   --               -- 
         Dividend income                                   962              720 
         Other income                                     (122)              -- 
         Minority Interest (Note 3)                         --               -- 
                                                   -----------      ----------- 

                  Total other income (expense)         109,208          (15,879)
                                                   -----------      ----------- 

INCOME (LOSS) FROM OPERATIONS                          103,779          (20,402)

PROVISION FOR INCOME TAXES                                  --               -- 
                                                   -----------      ----------- 

NET LOSS                                               103,779          (20,402)

PREFERRED DIVIDENDS EARNED                              42,446           46,545 
                                                   -----------      ----------- 

NET LOSS APPLICABLE TO                                                          
         COMMON STOCK (Note 2)                     $    61,333      $   (66,947)
                                                   ===========      =========== 

WEIGHTED AVERAGE COMMON SHARES                                                  
         OUTSTANDING (Note 2)                       10,905,549       10,905,549 

LOSS PER COMMON AND                                                             
         COMMON EQUIVALENT SHARE:                                               
         Primary                                   $       .01      $      (.01)
                                                   ===========      =========== 


The accompanying notes to consolidated financial statements   
are an integral part of these statements  

5   

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CADEMA CORPORATION AND SUBSIDIARY   
---------------------------------   

                                                                [Download Table]
                    CONSOLIDATED STATEMENTS OF CASH FLOWS                   
                    -------------------------------------                   
                FOR THE SIX MONTHS IN THE PERIOD ENDED JUNE 30              
                ----------------------------------------------              


                                                      1996           1995   
                                                    ---------      -------- 
                                                                            
CASH FLOWS FROM OPERATING ACTIVITIES                                        
Net income (loss) from continuing operations        $ 126,061      $(18,930)
Adjustments to reconcile net income                                         
   (loss) to net cash used in operating                                     
   activities                                                               
    Loss (gain) on sale of trading                                          
     securities                                      (101,710)      (40,246)
    Change in unrealized loss in value                                      
     of trading securities                            (40,100)       50,400 
    (Increase) decrease in accounts receivable        (52,884)        3,952 
    Decrease (Increase) in other receivables and                            
     current assets                                       534           570 
    Increase (Decrease) in accounts payable and                             
     accrued liabilities                               21,725       (28,075)
    Increase (Decrease) in contract deposits               --        (6,890)
    Increase in Minority Interest                          --         4,060 
                                                    ---------      -------- 
       Net cash provided by (used in) continuing                            
        operating activities                          (46,374)      (35,159)
                                                    ---------      -------- 

CASH FLOWS FROM INVESTING ACTIVITIES:                                       
   Purchase of marketable securities                 (170,525)      (82,500)
   Proceeds from sale of marketable securities        260,335       104,246 
                                                    ---------      -------- 
       Net cash provided by (used in) investing                             
        activities                                     89,810        21,746 
                                                    ---------      -------- 

CASH FLOWS FROM FINANCING ACTIVITIES:                                       
   Issuance of Note Receivable                             --       (11,610)
                                                    ---------      -------- 
       Net cash (used in)                                                   
        financing activities                               --       (11,610)
                                                    ---------      -------- 
Net increase (decrease) in cash and                                         
   cash equivalents                                    43,436       (25,023)
Cash and cash equivalents -                                                 
   Beginning of period                                 13,177        49,177 
                                                    ---------      -------- 
Cash and cash equivalents -                                                 
   End of period                                       56,613        24,154 
                                                    =========      ======== 
SUPPLEMENTAL DISCLOSURES                                                    
   Interest Payments                                       --            -- 
   Income Tax Paid                                         --            -- 
                                                    =========      ======== 

SUPPLEMENTAL DISCLOSURES OF NON-CASH                                        
TRANSACTIONS                                                                
   Preferred Stock Dividends Earned                    85,891        93,090 
                                                    =========      ======== 


The accompanying notes to consolidated financial statements   
are an integral part of these statements.   

6   

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CADEMA CORPORATION  
------------------  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
------------------------------------------  
SIX MONTHS ENDED JUNE 30, 1996  
------------------------------  

(1)  NATURE OF BUSINESS:                                                        
-------------------                                                   

     The principal business of Cadema Corporation (the Company) is the financing
and operating of business enterprises with the potential to generate  
     profits and cash flow. As part of this strategy, the Company entered into a
   joint venture agreement with Global Environmental, Inc. in December 1993,
   this has resulted in the Company being the majority owner of an operating
subsidiary, Global Environmental Offshore Company, which is engaged in
   providing design, assembly and project management services related to the
 construction of air pollution control systems in international markets.
Currently The Company continues to explore possible acquisitions and  
  mergers, as it has done in the past, seeking to enter into new operating
    businesses and to use the Company's liquid assets in connection therewith.

    While the principal business of the Company is the financing and operating
 of business enterprises with the potential to generate profits and cash
flow, it still intends to invest in and sell marketable securities as 
     outlined in a plan approved by stockholders in 1988. The Company intends to
   continue to invest in marketable securities, including but not limited to
  stocks, bonds, options and warrants. The Company now holds and currently
     expects to invest primarily in the stock of smaller, lesser known and often
     more speculative companies, which while entailing above-average risk, offer
the potential of above-average reward.                                

There are significant risk factors affecting the Company, including   
potential operating losses it may incur from operating ventures, the  
     volatility of market values of its investment securities portfolio, and the
     possible need for additional capital. These and other factors may adversely
affect the Company's future operations.                               

(2)  SIGNIFICANT ACCOUNTING POLICIES:                                           
--------------------------------                                      

Cash and cash equivalents                                             
-------------------------                                             

 For purposes of the Statements of Cash Flows, the Company considers its
     short-term investments which have a maturity of three (3) months or less to
be cash equivalents.                                                  

Revenues                                                              
--------                                                              

Revenues are the result of contract revenues recognized utilizing the 
  percentage of completion method of accounting. Contract revenues are the
    total of contract costs, which include all direct material and labor costs
  and those indirect costs related to contract performance, and provisions
for estimated gain or loss on the contracts.                          

7 

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(2)  SIGNIFICANT ACCOUNTING POLICIES: (CONT.)                                   
-------------------------------                                       

Trading Securities                                                    
------------------                                                    

    The Company has adopted Statement of Financial Accounting Standards (SFAS)
("Statement") No. 115, "Accounting for certain Investments in Debt and
  Equity Securities." The Company's adoption of the Statement requires its
  marketable securities to be classified as "trading" and accounted for at
     fair market value, with unrealized gains and losses reported as a component
of net income.                                                        

Net Income (Loss) Per Common Share                                    
----------------------------------                                    

    Net income (loss) per common share is based upon net income less preferred
   stock dividends. All convertible preferred stock series presently have an
  anti-dilutive effect and, accordingly, have been excluded from per share
calculations.                                                         

(3)  JOINT VENTURE                                                              
-------------                                                         

 On December 31, 1993 the Company entered into a Joint Venture Agreement
with Global Environmental, Inc., a New York corporation, to create the
Joint Venture entity Global Environmental Offshore Company. The Joint 
   Venture Company engages in contracting for the design and installation of
     Air Pollution Control equipment and facilities in areas located outside the
    United States. Under the terms of the Joint Venture Agreement, the Company
     contributed $350,000 (paid on January 11, 1994) and received 51% control of
the Joint Venture.                                                    

 The financial statements of the Joint Venture are consolidated with the
Company's results in the statements of this report. The portion of the
     Joint Venture's income that is not applicable to the Company is recorded as
  Minority Interest on the Statement of Operations. That income along with
    the Global Environment Inc.'s capital contribution to the Joint Venture is
     recorded under the caption "Minority Interest in Subsidiary" on the Balance
Sheet                                                                 

     Notes issued by Global Environment Inc. to the Joint Venture are carried on
the Balance Sheet as Notes Receivable.                                

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATION                                                          

     The principal business of Cadema Corporation (the Company) is the financing
and operating of business enterprises with the potential to generate  
   profits and cash flow. Currently the Company's sole operating subsidiary,
Global Environmental Offshore Company, engages in contracting for the 
design and                                                            

8 

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installation of Air Pollution Control equipment and facilities for    
international markets. The Company continues to explore possible      
    acquisitions and mergers as it has done in the past, seeking to enter into
new operating situations with it can utilize its liquid assets.       

    While the principal business of the Company is the financing and operating
 of business enterprises with the potential to generate profits and cash
flow, it still intends to invest in and sell marketable securities as 
outlined in a plan approved by stockholders in 1988.                  

RESULTS OF OPERATIONS                                                 

  There were no revenues in the first six months of 1996, as the Company's
   operating subsidiary Global Environmental Offshore Company had no revenue
  activity. In 1995, the operating activity of Global Environment Offshore
Company produced revenues of 39,052.                                  

Operating expenses for the first six months of 1996 were $16,711 and  
   represented administrative expenses of the parent Company. These expenses
compared favorably to 1995 operating expense of $17,965 which included
    operating expenses of the operating subsidiary. For the three months ended
    June 30, 1996 operating expenses of $4,523 were also below the same period
1995 expenses of $5,429.                                              

   Other income in the second quarter totaled a gain of $109,208 as compared
  to a 1995 loss of $15,879. This contrast is due to a favorable valuation
 adjustment to the Company's marketable securities portfolio, and larger
  gains recognized on the sale of stock during 1996. For the first half of
    1996, other income of $142,772 exceeded the same period of 1995, a loss of
 $13,192, due to better results from the Company's marketable securities
portfolio.                                                            

    The net income applicable to common stock for the second quarter, after an
    accrual for a Preferred Stock dividend, was $61,333 or $.00 per share. For
 the same quarter of the prior year, poorer performance by the Company's
securities portfolio caused a loss of $66,947 or $.00 per share to be 
   recognized. For the first half of 1996, the company recognized net income
of $41,170 as compared to a 1995 first half loss of $112,020; the move
  favorable performance of the Company's securities portfolio in 1996 more
the offset the lack of revenues from its operating subsidiary.        

9   

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LIQUIDITY AND CAPITAL RESOURCES                                       

Liquidity and working capital increased by $126,061 to $656,882 in the
first half of 1996 due primarily to the performance of the Company's  
marketable securities portfolio.                                      

The Company believes it has sufficient working capital to meet its    
liquidity needs over the next twelve months.                          

PART II                                                                         
-------                                                                         

Items 1 thru 5:     Not Applicable                                              
---------------                                                                 

Item 6:             Exhibits - Exhibit 27 Financial Data Schedule               
-------                                                                         

SIGNATURES  

Pursuant to the requirements of the Securities Exchange Act of 1934, the        
registrant has caused this report to be signed on its behalf by the undersigned 
thereunto duly authorized.                                                      

CADEMA CORPORATION  

Dated:  July 6, 1996       By: /s/ Roger D. Bensen                              
                ------------------------------------
     ROGER D. BENSEN
               Chairman of the Board and
             Chief Executive Officer

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Dates Referenced Herein

		Referenced-On Page
This ‘10QSB’ Filing	Date	First	Last	Other Filings

Filed on:	8/13/96			None on these Dates
	7/6/96	10
For Period End:	6/30/96	1	9
	12/31/95	2
	6/30/95	2
	1/11/94	8
	12/31/93	8
				List all Filings

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Filing Submission 0000950135-96-003589 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Cadema Corp – ‘10QSB’ for 6/30/96 – 10-Q

As of: Tuesday, 8/13/96 · For: 6/30/96 · Accession #: 950135-96-3589 · File #: 0-09614

Previous ‘10QSB’: None · Next: ‘10QSB’ on 11/14/96 for 9/30/96 · Latest: ‘10QSB’ on 11/13/02 for 9/30/02

Quarterly Report — Small Business — Form 10-QSBFiling Table of Contents

10-Q — Cadema Corp Form 10-QDocument Table of Contents

Dates Referenced Herein

Quarterly Report — Small Business — Form 10-QSB
Filing Table of Contents

10-Q — Cadema Corp Form 10-Q
Document Table of Contents