Washington, D.C. 20549

 

 

FORM 10-Q

 

(Mark One)

 

3CI COMPLETE COMPLIANCE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

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  ý  NO  o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-Q or any amendment to this Form 10-Q.

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 2b-2 of the Act).  Yes  o  No  ý

 

 

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

 

The number of shares of Common Stock outstanding as of the close of business on August 4, 2004, was 9,739,611.

 

 

FORWARD-LOOKING STATEMENTS

 

“THIS QUARTERLY REPORT CONTAINS FORWARD-LOOKING STATEMENTS CONCERNING THE COMPANY’S BUSINESS AND OPERATIONS.  ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, THESE EXPECTATIONS AND THE RELATED STATEMENTS ARE SUBJECT TO RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED.  THESE RISKS, UNCERTAINTIES, AND OTHER FACTORS INCLUDE, BUT ARE NOT LIMITED TO, ADVERSE WEATHER CONDITIONS, FLUCTUATIONS IN CUSTOMER DEMAND, COMPETITIVE ACTIVITY AND PRICING PRESSURE AND GENERAL ECONOMIC CONDITIONS AFFECTING THE BIO-MEDICAL WASTE DISPOSAL INDUSTRY, AS WELL AS OTHER RISKS DETAILED IN THE COMPANY’S FILINGS WITH THE SEC.  THE COMPANY EXPRESSLY DISCLAIMS ANY OBLIGATIONS TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT ANY CHANGES IN THE COMPANY’S EXPECTATIONS.”

 

 

3CI COMPLETE COMPLIANCE CORPORATION

 

I N D E X

 

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheets as of June 30, 2004 and September 30, 2003
	Statements of Operations for the three and nine months ended June 30, 2004 and 2003
	Statements of Cash Flows for the nine months ended June 30, 2004 and 2003
	Notes to Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures about Market Risk
Item 4.	Controls and Procedures
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings
Item 2.	Changes in Securities
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote Of Security Holders
Item 5.	Other Information
Item 6.	Exhibits and Reports on Form 8-K
SIGNATURES

 

2

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

3CI COMPLETE COMPLIANCE CORPORATION

BALANCE SHEETS

 

		June 30, 2004			September 30, 2003
		(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	399,666		$	1,057,055
Accounts receivable, net allowances of $401,437 and $622,668 at June 30, 2004 and September 30, 2003, respectively		2,128,551			2,540,388
Inventory		69,502			73,525
Prepaid expenses		761,221			337,314
Deferred income taxes		157,274			157,274
Other current assets		3,582			16,320
Total current assets		3,519,796			4,181,876
Property, plant and equipment, at cost		6,904,561			7,430,398
Accumulated depreciation		(4,845,082		)	(5,186,243		)
Net property, plant and equipment		2,059,479			2,244,155
Excess of cost over net assets acquired, net of accumulated amortization of $174,988 at June 30, 2004 and September 30, 2003		262,243			262,243
Intangibles, net of accumulated amortization of $208,902 and $173,693 at June 30, 2004 and September 31, 2003		415,396			450,607
Deferred income taxes		3,302,592			3,326,342
Other assets		78,923			78,438
Total assets		$	9,638,429		$	10,543,661
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Notes payable		$	403,243		$	22,821
Accounts payable		90,512			332,870
Accounts payable, affiliated companies		96,377			423,602
Accrued liabilities		685,398			600,976
Note payable majority shareholder, current portion		1,587,213			1,123,537
Total current liabilities		2,862,743			2,503,806
Note payable majority shareholder, net of current portion		—			1,302,108
Total liabilities		2,862,743			3,805,914
Shareholders’ Equity:
Common stock, $0.01 par value, authorized 40,450,000 shares; Issued and outstanding 9,739,611		97,742			97,742
Common stock to be issued (Note 5)		7,750,000			7,750,000
Less cost of treasury stock 34,500 shares		(51,595		)	(51,595		)
Additional paid-in capital - common stock		20,519,861			20,519,861
Accumulated deficit		(21,540,322		)	(21,578,261		)
Total shareholders’ equity		6,775,686			6,737,747
Total liabilities and shareholders’ equity		$	9,638,429		$	10,543,661

 

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

 

3

 

3CI COMPLETE COMPLIANCE CORPORATION

STATEMENTS OF OPERATION

(UNAUDITED)

 

		For the three months ended June 30,						For the nine months ended June 30,
		2004			2003			2004			2003
Revenues		$	3,217,564		$	3,439,572