SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q

 

(Mark One)

ý		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the quarterly period ended March 31, 2005
OR
o		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 1-11097

 

3CI COMPLETE COMPLIANCE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

1517 W. North Carrier Parkway #104, Grand Prairie, Texas 75050

(Address of principal executive offices)

(Zip Code)

 

(972) 375-0006

(Registrant’s telephone number, including area code)

 

 

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.

 

YESý  NOo

 

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 May 10, 2005, 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.

 

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3CI COMPLETE COMPLIANCE CORPORATION

 

I N D E X

 

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheets as of
	March 31, 2005 and September 30, 2004
	Statements of Operations for the three and six months
	ended March 31, 2005 and 2004
	Statements of Cash Flows for the
	six months ended March 31, 2005 and 2004
	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
SIGNATURES

 

3

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

3CI COMPLETE COMPLIANCE CORPORATION

BALANCE SHEETS

 

		March 31,			September 30,
		2005			2004
		(unaudited)			(Audited)
ASSETS
Current Assets:
Cash and cash equivalents		$	563,346		$	710,353
Accounts receivable, net allowances of $87,476 and $218,819 at March 31, 2005 and September 30, 2004, respectively		2,435,765			2,765,159
Inventory		121,677			69,916
Prepaid expenses		774,766			480,837
Deferred income taxes		111,706			127,955
Other current assets		4,575			70,800
Total current assets		4,011,835			4,225,020
Property, plant and equipment, at cost		6,080,067			6,787,197
Accumulated depreciation		(4,160,041		)	(4,820,503		)
Net property, plant and equipment		1,920,026			1,966,694
Excess of cost over net assets acquired, net of accumulated amortization of $547,748 at March 31, 2005 and September 30, 2004		262,243			262,243
Intangibles, net of accumulated amortization of $314,024 and $291,884 at March 31, 2005 and September 31, 2004		260,676			282,816
Deferred income taxes		3,219,027			3,220,484
Other assets		78,922			78,923
Total assets		$	9,752,729		$	10,036,180
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Notes payable		$	678,710		$	242,729
Accounts payable		264,935			489,157
Accounts payable, affiliated companies		295,432			693,502
Accrued liabilities		812,804			820,359
Deferred Revenue		4,393			329
Note payable majority shareholder, current portion		238,092			246,400
Total current liabilities		2,294,366			2,492,476
Note payable majority shareholder, net of current portion		946,567			1,056,717
Note payable other, net of current portion		28,102			—
Total liabilities		3,269,035			3,549,193
Shareholders’ Equity:
Common stock, $0.01 par value, authorized 40,450,000 shares; Issued 9,774,611		97,742			97,742
Common stock to be issued (Note 5)		7,750,000			7,750,000