Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_________________________
FORM
10-QSB
_________________________
Quarterly
Report Pursuant To Section 13 or 15(d) Of The Securities Exchange Act Of
1934
For
The Quarterly Period Ended January
31, 2008
Commission
File Number: 000-30432
ARBOR
ENTECH CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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22-2335094
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(State
of jurisdiction of Incorporation)
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(I.R.S.
Employer Identification No.)
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PO
Box 656
Tuxedo
Park, NY 10987
(Address
of principal executive offices)
(201)
782-9237
(Registrant’s
telephone number)
Not
Applicable
(Former
name, address and fiscal year, if changed since last report)
_________________________
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 o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes x
No o
As
of
January 31, 2008, the registrant had a total of 7,050,540 shares of Common
Stock
outstanding.
ARBOR
ENTECH CORPORATION
Form
10-QSB Quarterly Report
Table
Of Contents
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Page
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PART
I. FINANCIAL INFORMATION
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Item
1.
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Financial
Statements (Unaudited)
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Condensed
Balance Sheet as of January 31, 2008
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3
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Condensed
Statements of Operations for the three Months and nine Months Ended
January 31, 2008
and
January 31, 2007
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4
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Condensed
Statements of Cash Flows for the nine Months Ended January 31,
2008 and
January 31, 2007
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5
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Notes
to Condensed Financial Statements
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6
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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7
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Item
3.
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Controls
and Procedures
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9
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PART
II. OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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10
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Item
2.
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Changes
in Securities
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10
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Item
3.
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Defaults
Upon Senior Securities
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10
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Item
4.
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Submissions
of Matters to a Vote of Security Holders
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10
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Item
5.
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Other
Information
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10
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Item
6.
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Exhibits
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11
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PART
I. FINANCIAL INFORMATION
ARBOR
ENTECH CORPORATION
CONDENSED
BALANCE SHEET
JANUARY
31, 2008
(Unaudited)
ASSETS
Current
Assets:
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Cash
and Cash Equivalents
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$
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441,306
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Total
Current Assets
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441,306
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Total
Assets
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$
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441,306
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
Current
Liabilities:
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Accounts
Payable
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$
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1,000
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Total
Current Liabilities
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1,000
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Commitments
and Contingencies
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Stockholders’
Equity:
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Common
Stock, $.001 Par Value; Authorized
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10,000,000
Shares; Issued and Outstanding
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7,050,540
Shares
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7,050
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Additional
Paid-In Capital
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2,365,441
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Retained
Earnings (Deficit)
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(1,932,185
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)
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Total
Stockholders’ Equity
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440,306
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$
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441,306
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The
accompanying notes are an integral part of the financial
statements.
ARBOR
ENTECH CORPORATION
CONDENSED
STATEMENT OF OPERATIONS
(Unaudited)
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Three
Months Ended
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Nine
Months Ended
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January
31,
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January
31,
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2008
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2007
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2008
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2007
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Net
Sales
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$
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-
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$
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-
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$
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-
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$
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-
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Costs
and Expenses:
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Selling,
General and Administrative Expenses
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4,993
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4,948
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10,601
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12,542
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4,993
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4,948
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10,601
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12,542
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Loss
from Operations
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(4,993
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(4,948
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(10,601
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(12,542
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Other
Income:
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Interest
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4,707
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448
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18,038
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1,370
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4,707
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448
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18,038
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1,370
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Net
Income (Loss)
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$
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(286
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$
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(4,500
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$
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7,437
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$
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(11,172
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Income
(Loss) Per Common Share - Basic
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$
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(.00
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$
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(.00
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$
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.00
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$
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(.00
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Weighted
Average Shares Outstanding
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7,050,540
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7,050,540
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7,050,540
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7,050,540
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The
accompanying notes are an integral part of the financial
statements.
ARBOR
ENTECH CORPORATION
CONDENSED
STATEMENT OF CASH FLOWS
(Unaudited)
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Nine
Months Ended
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January
31,
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2008
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2007
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Cash
Flows from Operating Activities:
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Net
Income (Loss)
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$
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7,437
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$
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(11,172
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Adjustments
to Reconcile Net Income (Loss) to Net Cash
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Provided
(Used) by Operating Activities:
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Changes
in Operating Assets and Liabilities:
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Decrease
in Miscellaneous Receivable
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1,642
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-
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(Decrease)
in Accounts Payable and Accrued Liabilities
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(8,045
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(8,260
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Total
Adjustments
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(6,403
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(8,260
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Net
Cash Provided (Used) by Operating Activities
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1,034
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(19,432
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Cash
Flows from Investing Activities:
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-
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-
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Cash
Flows from Financing Activities:
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-
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-
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Increase
(Decrease) in Cash and Cash Equivalents
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1,034
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(19,432
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Cash
and Cash Equivalents - Beginning of Period
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440,272
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462,847
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Cash
and Cash Equivalents - End of Period
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$
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441,306
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$
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443,415
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Supplemental
Cash Flow Information:
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Cash
Paid for Interest
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$
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-
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$
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-
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Cash
Paid for Income Taxes
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$
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-
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$
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-
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The
accompanying notes are an integral part of the financial
statements.
ARBOR
ENTECH CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE
1 - |
Unaudited
Interim Financial Statement
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In
the
opinion of the Company’s management, the accompanying unaudited condensed
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.
ITEM
2. |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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Forward-Looking
Statements
The
information contained in this Form 10-QSB and documents incorporated herein
by
reference are intended to update the information contained in the Company’s Form
10-KSB for its fiscal year ended April 30, 2007 which includes our audited
financial statements for the year ended April 30, 2007 and such information
presumes that readers have access to, and will have read, the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations, and
other information contained in such Form 10-KSB and other Company filings with
the Securities and Exchange Commission (“SEC”).
This
Quarterly Report on Form 10-QSB contains forward-looking statements within
the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve risks and uncertainties, and actual results could be
significantly different than those discussed in this Form 10-QSB. Certain
statements contained in Management’s Discussion and Analysis, particularly in
“Liquidity and Capital Resources,” and elsewhere in this Form 10-QSB are
forward-looking statements. These statements may discuss, among other things,
expected growth, future revenues and future performance. Although we believe
the
expectations expressed in such forward-looking statements are based on
reasonable assumptions within the bounds of our knowledge of our business,
a
number of factors could cause actual results to differ materially from those
expressed in any forward-looking statements, whether oral or written, made
by us
or on our behalf. The forward-looking statements are subject to risks and
uncertainties including, without limitation, the following: (a) the lack of
any
current business operations, (b) the possible failure to obtain a suitable
business acquisition candidate, and (c) the specific risks of any new business
or acquisition. The foregoing should not be construed as an exhaustive list
of
all factors that could cause actual results to differ materially from those
expressed in forward-looking statements made by us. All forward-looking
statements included in this document are made as of the date hereof, based
on
information available to the Company on the date thereof, and the Company
assumes no obligation to update any forward-looking statements.
These
forward-looking statements often can be identified by the use of predictive,
future-tense or forward-looking terminology, such as “believes,” “anticipates,”
“expects,” “estimates,” “plans,” “may,” or similar terms.
General
We
were a
wood products company that had been in business since 1980. Our business
fluctuated over the years. We were almost wholly dependent on sales to The
Home
Depot, Inc. As discussed below in “Discontinued Operations,” on September 2,
2003, we discontinued our wood products business.
At
present, we our seeking 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
Since
we
discontinued our wood products business, there were no sales from continuing
operations during the years ended April 30, 2007 and 2006 and the nine
months ended January 31, 2008. Selling, general and administrative expenses
were
$4,993 for the quarter ended January 31, 2008, as compared to $4,948 for the
comparable period of the prior year. Selling, general and administrative
expenses were $10,601 for the nine months ended January 31, 2008, as compared
to
$12,542 for the comparable period of the prior year.
For
the
quarter ended January 31, 2008, we had a net loss of $286 as compared to a
net
loss of $4,500 for the comparable period of the prior year. For the quarter
ended January 31, 2008, interest income increased to $4,707 versus $448 for
the
comparable period of the prior year. For the nine months ended January 31,
2008, we had a net income of $7,437 as compared to a net loss of $11,172 for
the
comparable period of the prior year. For the nine months ended January 31,
2008,
interest income increased to $18,038 versus $1,370 for the comparable period
of
the prior year. The increase in interest income is attributable to higher
interest rates.
Discontinued
Operations
On
September 2, 2003, we informed Home Depot that we would no longer do business
with that company due to increased difficulties in transacting business with
Home Depot on a profitable basis. We stated to Home Depot that these
difficulties included Home Depot’s prohibition against price increases despite
increases in our costs of production, a diminution in the Home Depot territories
we were allowed to sell product to, and Home Depot’s demands regarding returns
of ordered products that we were unwilling to accede to for economic
reasons. As a result, on September 2, 2003, we discontinued our wood
products business. The sale of our real estate resulted in a gain of
approximately $186,000 for the year ended April 30, 2005.
Liquidity
and Capital Resources
In
the
prior periods discussed above, our working capital requirements were met
primarily from sales generated by our discontinued wood products business.
At
January 31, 2008, we had working capital of $440,306.
As
at
January 31, 2008, we had cash and cash equivalents of $441,306, which
represented all of our total assets. We believe we have adequate working capital
to fund our operations for at least the next 12 months.
Net
cash
provided by operating activities amounted to $1,034 for the nine months ended
January 31, 2008 as compared to cash used in operating activities of $19,432
for
the nine months ended January 31, 2007. The increase in cash for the nine
months ended January 31, 2008 was primarily attributable to the net income
of
$7,437 partially offset by the payment of accrued liabilities of $8,260. The
decrease in cash for the nine months ended January 31, 2007, was attributable
to
our net loss of $11,172 and the payment of accrued liabilities of
$8,260.
Since
terminating our wood products business in September 2002, the Company has been
unable to find a suitable business opportunity or merger candidate considering
the limited cash resources available to the Company and that the Company’s
Common Stock has a limited and sporadic trading market. Nevertheless, Management
is continuing to explore various business opportunities that may be available
to
it. As of the filing date of this Form 10-QSB, there are no known trends or
any
known demands, commitments, events or uncertainties that will result in or
that
are reasonably likely to result in the Company’s liquidity increasing or
decreasing in any material way. Further, at the present time, the Company has
no
commitments for capital expenditures and does not anticipate same until it
establishes a business or acquires an operating business, of which there can
be
no assurances given.
Off-Balance
Sheet Transactions
We
do not
have any transactions, agreements or other contractual arrangements that
constitute off-balance sheet arrangements.
Application
of Critical Accounting Policies
Our
financial statements and accompanying notes are prepared in accordance with
accounting principles generally accepted in the United States of America.
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by management’s
application of accounting policies. Critical accounting policies for use of
estimates, accounting for stock-based compensation and environmental remediation
costs.
The preparation
of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect
the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
ITEM
3. |
CONTROLS
AND PROCEDURES
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The
Company maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in the Company’s Exchange Act reports
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 the Company’s management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of “disclosure
controls and procedures” in Rule 13a-15(e). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls
and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. The Company carried out an
evaluation, under the supervision and with the participation of the Company’s
management, including the Company’s Chief Executive Officer and the Company’s
Chief Financial Officer, of the effectiveness of the design and operation of
the
Company’s disclosure controls and procedures. Based on the foregoing, the
Company’s Chief Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls and procedures were effective at the reasonable
assurance level at the end of our most recent quarter. There have been no
changes in the Company’s disclosure controls and procedures or in other factors
that could affect the disclosure controls subsequent to the date the Company
completed its evaluation. Therefore, no corrective actions were
taken.
PART
II. OTHER INFORMATION
ITEM
1. |
LEGAL
PROCEEDINGS:
|
As
of the
filing date of this Form 10-QSB, we are not a party to any pending legal
proceedings.
ITEM
2. |
CHANGES
IN SECURITIES.
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(a)
In
the three months ended January 31, 2008, there were no sales of unregistered
securities.
(b)
Rule
463 of the Securities Act is not applicable to the Company.
(c)
In
the three months ended January 31, 2008 there were no repurchases by the Company
of its Common Stock.
ITEM
3. |
DEFAULTS
UPON SENIOR SECURITIES
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Not
applicable.
ITEM
4. |
SUBMISSIONS
OF MATTERS TO A VOTE OF SECURITY
HOLDERS:
|
Not
applicable.
ITEM
5. |
OTHER
INFORMATION:
|
None.
Except
for the exhibits listed below as filed herewith or unless Otherwise noted,
all
other required exhibits have been previously filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended,
on
Form 10-SB, as amended (file no. 000-51160).
3.a. |
Our
Articles of Incorporation (1)
|
31.1 |
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the
Company’s Chief Executive Officer
(3)
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31.2 |
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the
Company’s Chief Financial Officer
(3)
|
32.1 |
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the
Company’s Chief Executive Officer
(3)
|
32.2 |
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the
Company’s Chief Financial Officer
(3)
|
_______________________
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(1) |
Previously
filed as an exhibit to the Company’s Registration Statement on Form 10-SB
(SEC File No. 0-30432) filed on or about July 30, 1999, and incorporated
herein by this reference.
|
|
(2) |
Previously
filed as an exhibit to Amendment No. 1 to the Company’s Registration
Statement on Form 10-SB (SEC File No. 01-15207) filed on or about
August
2, 1999, and incorporated herein by this
reference.
|
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.
|
ARBOR
ENTECH CORPORATION
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Date:
March 5, 2008
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By:
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/s/
Harvey Houtkin
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Harvey
Houtkin,
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|
Chairman
of the Board, Chief Executive
Officer
|
Date:
March 5, 2008
|
By:
|
/s/
Mark Shefts
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|
Mark
Shefts,
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|
|
Chief
Financial Officer
|