U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-17756
CONSULIER ENGINEERING, INC.
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(Exact name of small business issuer as specified in its charter)
FLORIDA 59-2556878
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2391 Old Dixie Highway, Riviera Beach, Fl 33404
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(Address of principal executive offices)
(561) 842-2492
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(Issuer's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
As of August 14, 2002, there were 4,951,150 outstanding
shares of common stock, par value $0.01 per share.
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
INDEX
PART-I. FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements
Consolidated Balance Sheets at June 30, 2002
(Unaudited) and December 31, 2001................................ 3
Consolidated Statements of Operations for the
three and six months ended June 30, 2002
and 2001 (Unaudited)............................................. 4
Consolidated Statements of Cash Flows for the
six months ended June 30, 2002
and 2001 (Unaudited)............................................. 5
Notes to Consolidated Financial
Statements....................................................... 6
Item 2. Management's Discussion
and Analysis or Plan of Operation............................. 9
PART-II. OTHER INFORMATION
Item 1. Legal Proceedings................................................ 14
Item 2. Changes in Securities............................................ 14
Item 3. Defaults Upon Senior Securities.................................. 14
Item 4. Submission of Matters
to a Vote of Security Holders.................................. 14
Item 5. Other Information................................................ 14
Item 6. Exhibits and Reports on Form 8-K................................. 14
SIGNATURES ............................................................... 15
EXHIBITS ................................................................. 16
2
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
2002 2001
----------- -----------
(Unaudited)
ASSETS
Current:
Cash $ 133,814 $ 150,032
Receivables, net 521,033 560,848
Due from principal shareholder (Note 2) 1,022,471 1,232,182
Receivables - related parties (Note 6) 517,375 67,693
Inventories (Note 3) 1,188,680 1,137,168
Deferred income taxes 158,800 158,800
Other current assets 66,549 38,550
----------- -----------
Total current assets 3,608,722 3,345,273
Property and equipment, net 1,308,233 1,355,466
Limited partnership interests (Note 4) 2,326,344 2,531,379
Notes receivable - related parties 1,420,714 1,420,714
Deferred income taxes 35,025 35,025
----------- -----------
$ 8,699,038 $ 8,687,857
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Current :
Accounts payable and accruals $ 313,326 $ 232,330
Income taxes payable -- 710,297
Notes payable - related parties 230,045 65,693
----------- -----------
Total current liabilities 543,371 1,008,320
Bonds payable 316,150 308,380
----------- -----------
Total liabilities 859,521 1,316,700
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock of $.01 par value:
Authorized --- 25,000,000 shares;
Issued --- 5,198,298 shares 51,983 51,983
Additional paid-in capital 3,110,700 3,110,700
Retained earnings 5,257,985 4,780,265
----------- -----------
8,420,668 7,942,948
Less: Treasury stock at cost - 247,148 shares (468,363) (468,363)
Other comprehensive loss (36,248) (26,888)
Notes receivable for common stock (76,540) (76,540)
----------- -----------
Total stockholders' equity 7,839,517 7,371,157
----------- -----------
$ 8,699,038 $ 8,687,857
=========== ===========
See accompanying notes to consolidated financial statements.
3
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------- -------------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
(Unaudited) (Unaudited)
Revenues:
Net sales $ 701,907 $ 922,451 $ 1,490,399 $ 1,763,345
----------- ----------- ----------- -----------
Operating costs and expenses:
Cost of goods sold 390,585 556,152 859,875 1,057,015
Selling, general and administrative 367,352 508,051 747,514 1,008,277
----------- ----------- ----------- -----------
Total operating costs and expenses 757,937 1,064,203 1,607,389 2,065,292
----------- ----------- ----------- -----------
Operating loss (56,030) (141,752) (116,990) (301,947)
----------- ----------- ----------- -----------
Other income (expense):
Investment income
- related parties (Note 4) 337,797 247,582 652,205 333,668
Interest income - related parties 12,987 32,452 23,872 70,285
Interest expense (6,208) (32,570) (12,348) (69,052)
Insurance recovery 0 1,750,000 0 1,750,000
Undistributed income (loss)
of equity investee (Note 4) 8,854 (65,015) 119,276 (17,058)
Other income 29,077 13,926 83,705 50,006
----------- ----------- ----------- -----------
Total other income 382,507 1,946,375 866,710 2,117,849
----------- ----------- ----------- -----------
Income before income taxes 326,477 1,804,623 749,720 1,815,902
Income tax provision 119,838 619,567 272,000 627,000
----------- ----------- ----------- -----------
Net income $ 206,639 $ 1,185,056 $ 477,720 $ 1,188,902
=========== =========== =========== ===========
Basic and diluted
earnings per share (Note 5) $ 0.04 $ 0.24 $ 0.10 $ 0.24
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
4
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30,
-------------------------------
2002 2001
----------- -----------
(Unaudited)
OPERATING ACTIVITIES:
Net income $ 477,720 $ 1,188,902
Adjustments to reconcile net income to net
cash (used in) provided by operations:
Depreciation 52,899 53,865
Amortization 7,770 7,770
Provision (recovery) for doubtful accounts (2,504) (4,699)
Undistributed income of equity investee (119,276) 17,058
Investment income - related party (652,205) (333,668)
Deferred income taxes -- 289,817
Changes in operating assets and liabilities:
Decrease (increase) in receivables and other current assets (435,362) 579,844
Decrease (increase) in inventories (51,512) 23,038
Decrease in income tax payable (710,297) --
Increase (decrease)in accounts payable and accruals 80,996 (252,819)
----------- -----------
NET CASH (USED IN) PROVIDED BY OPERATIONS (1,351,771) 1,569,108
----------- -----------
INVESTING ACTIVITIES:
Property and equipment additions, net of dispositions (5,666) (25,789)
Distributions from partnership interest 967,156 306,647
Increase (decrease) in related party loans 164,352 (29,828)
Decrease (increase) in due from principal shareholder 209,711 (384,509)
----------- -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 1,335,553 (133,479)
----------- -----------
FINANCING ACTIVITIES:
Net repayments of bank and other loans -- (1,047,681)
Payments on bonds payable -- (500,000)
----------- -----------
NET CASH USED IN FINANCING ACTIVITIES -- (1,547,681)
----------- -----------
DECREASE IN CASH (16,218) (112,052)
CASH, BEGINNING OF PERIOD 150,032 418,634
----------- -----------
CASH, END OF PERIOD $ 133,814 $ 306,582
=========== ===========
See accompanying notes to consolidated financial statements.
5
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-QSB and Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting of normal recurring
accruals considered necessary for a fair presentation, have been included.
Operating results for the six months ended June 30, 2002 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2002. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form 10-KSB for
the year ended December 31, 2001.
In order to maintain consistency and comparability between periods presented,
certain amounts have been reclassified from the previously reported financial
statements in order to conform to the financial statement presentation of the
current period.
The consolidated financial statements include CONSULIER ENGINEERING, INC. (the
"Company" or "Consulier") and its wholly-owned subsidiaries, SOUTHEAST
AUTOMOTIVE ACQUISITION CORPORATION ("Southeast"), CONSULIER BUSINESS SERVICES,
INC., ("CBSI") and C-6 PRODUCTS, INC ("C-6"). All intercompany balances and
transactions have been eliminated.
NOTE 2. DUE FROM PRINCIPAL SHAREHOLDER
Prior to 2001, capital and income distributions from the Company's investment in
AVM, L.P. (AVM) (see Note 4) were distributed directly from AVM to the Company
on a monthly basis. Beginning in 2001, the Company has been advancing its cash
distributions from AVM to its principal shareholder. These distributions are
included in due from principal shareholder of $1,022,471 and $1,232,182,
respectively, at June 30, 2002 and December 31, 2001 on the consolidated balance
sheets.
NOTE 3. INVENTORIES
Inventories, stated at the lower of cost, determined on a first-in, first-out
basis, or market, are summarized as follows:
June 30, December 31,
2002 2001
----------- -----------
Raw materials $ 15,817 $ 5,719
CRA-Z Soap 21,239 24,123
Finished goods 1,281,624 1,237,326
Obsolescence Reserve (130,000) (130,000)
----------- -----------
$ 1,188,680 $ 1,137,168
=========== ===========
6
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4. PARTNERSHIP INTERESTS AND CONCENTRATION OF CREDIT RISK
The limited partnership interests consist of Consulier's investment in AVM, L.P.
and BioSafe Systems, LLC.
AVM, L.P
Consulier owns approximately 10% of AVM's capital as of June 30, 2002 and
December 31, 2001. Based on capital and earnings distributions provided in the
partnership agreement, Consulier was allocated approximately 9% and 8%,
respectively, of AVM's earnings during the three-month periods ended June 30,
2002 and 2001.
Under the partnership agreement, Consulier may withdraw all or any portion of
its capital account upon 30 days written notice. AVM's general partner may also
expel Consulier from the partnership through payment of the balance of
Consulier's capital account.
In April 2002, AVM, as a result of the departure of one of the members of the
general partner and in accordance with its partnership agreement, distributed
$346,151 to Consulier, thereby enabling Consulier to maintain its same pro-rata
percentage ownership in AVM.
Following is a summary of the results of operations of AVM (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
2002 2001 2002 2001
------- ------- ------- -------
Revenues $ 9,842 $ 9,061 $21,206 $15,520
Costs and expenses 5,890 5,910 13,828 11,352
------- ------- ------- -------
Net income $ 3,952 $ 3,151 $ 7,378 $ 4,168
======= ======= ======= =======
Consulier's share of earnings $ 338 $ 248 $ 652 $ 334
------- ------- ------- -------
BIOSAFE SYSTEMS, LLC
The Company owns a 40% interest in BioSafe Systems, LLC. Bio Safe Systems, LLC's
total assets (unaudited) at June 30, 2002 and December 31, 2001 were
approximately $1,093,000 and $965,000 respectively. The investment is recorded
at $586,440 and $467,164 at June 30, 2002 and December 31, 2001, respectively.
Further, equity in income for the six months ended June 30, 2002 was $119,276,
compared to an equity in its loss of $17,058 for the first six months of 2001.
7
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5. EARNINGS PER SHARE
Three Months Ended June 30, Six Months Ended June 30,
------------------------------ ------------------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
Numerator:
Net income,
numerator for basic and diluted
earnings per share $ 206,639 $1,185,056 $ 477,720 $1,188,902
Denominator:
Denominator for basic earnings
per share, weighted - average shares 4,951,150 4,951,150 4,951,150 4,951,150
Effect of dilutive securities:
Stock options -- -- -- --
Warrants 11,124 11,783 11,124 9,830
---------- ---------- ---------- ----------
Dilutive potential common shares 11,124 11,783 11,124 9,830
---------- ---------- ---------- ----------
Denominator for diluted earnings
per share, adjusted
weighted - average shares 4,962,274 4,962,933 4,962,274 4,960,980
---------- ---------- ---------- ----------
Basic earnings per share $ 0.04 $ 0.24 $ 0.10 $ 0.24
========== ========== ========== ==========
Diluted earnings per share $ 0.04 $ 0.24 $ 0.10 $ 0.24
========== ========== ========== ==========
At June 30, 2002, no stock options were outstanding.
NOTE 6. - NOTE RECEIVABLE - RELATED PARTY
On April 16, 2002, the Company entered into an agreement granting a line of
credit of up to $900,000, at an interest rate of 4% per annum, payable on
demand, to Asset Assistance Group, LLC ("AAG"). As of June 30, 2002, the
outstanding amount drawn on the line of credit was approximately $310,000, and
is included in Receivables - related parties in the accompanying consolidated
balance sheet. The line of credit expires one year from April 16, 2002. Further,
in consideration for the line of credit, the Company was granted an option to
acquire 95% of AAG. That option expires one year from April 16, 2002, and has an
exercise price of $950.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
THE FOLLOWING COMPARES THE RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE
30, 2002 TO THE SIX MONTHS ENDED JUNE 30, 2001:
During the six months ended June 30, 2002, sales and cost of goods sold
decreased $272,946 and $197,140, respectively, from the comparable amounts
recorded during the six months ended June 30, 2001. Gross profit for the six
months ended June 30, 2002 decreased $75,806 compared to the six months ended
June 30, 2001. Net Income for the first six months of 2002 was $477,720, or
$0.10 per share, compared to $1,188,902, or $0.24 per share, in the second
quarter of 2001. The decrease in net income is related primarily to a
combination of a one-time insurance recovery of $1.75 million in 2001, an
increase of $318,537 in investment income from related parties, and an increase
of $136,334 in undistributed income of equity investee.
Interest expense declined by $56,704 due to the reduction in notes payable banks
and the partial redemption of bonds payable in the second quarter of 2001.
Other income consisting of investment income and interest income/expense
decreased $1,251,139, to $866,710 in the first six months of 2002 compared to
$2,117,849 in 2001, primarily attributable to the $318,537 increase in
investment income from AVM and the $136,334 increase in undistributed income of
BioSafe, offset by an insurance recovery of $1.75 million in 2001. Income before
income taxes decreased $1,066,182 from income of $1,815,902 in the six months of
2001 to income of $749,720 in the six months of 2002.
The effective tax rate increased to approximately 36.3% in the six months of
2002 compared to 34.5% in 2001.
Consulier's consolidated net income for six months ended June 30, 2002 was
$477,720, or $0.10 basic and diluted earnings per share compared to income of
$1,188,902, or $0.24 basic and diluted earnings per share, for the first six
months of 2001.
THE FOLLOWING COMPARES THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE
30, 2002 TO THE THREE MONTHS ENDED JUNE 30, 2001:
During the quarter ended June 30, 2002, sales and cost of goods sold decreased
$220,544 and $165,567, respectively, from the comparable amounts recorded during
the quarter ended June 30, 2001. Gross profit for the three months ended June
30, 2002 decreased $54,977 compared to the three months ended June 30, 2001. Net
Income for the second quarter of 2002 was $206,639, or $0.04 per share, compared
to $1,185,056, or $0.24 per share, in the second quarter of 2001. The decrease
in net income is related primarily to an increase of $90,215 in investment
income from related parties and of $73,869 in undistributed income of equity
investee, offset by an insurance recovery of $1.75 million dollars in 2001.
Interest expense declined $26,362 due to the reduction in notes payable banks
and the partial redemption of bonds payable in the second quarter of 2001.
9
Other income consisting of investment income and interest income/expense
decreased $1,563,868, from $382,507 in the second quarter of 2002 compared to
$1,946,375 in 2001, primarily attributable to the $90,215 increase in investment
income from AVM, the $73,869 increase in undistributed income of BioSafe and an
insurance recovery of $1.75 million in 2001. Income before income taxes
decreased $1,478,146 from income of $1,804,623 in the second quarter of 2001 to
income of $326,477 in the second quarter of 2002.
The effective tax rate increased to approximately 36.7% in the second quarter of
2002 compared to 34.3% in 2001.
Consulier's consolidated income for the quarter ended June 30, 2002 was
$206,639, or $0.04 basic and diluted earnings per share compared to income of
$1,185,056, or $0.24 basic and diluted earnings per share, for second quarter
2001.
AUTOMOTIVE PARTS DISTRIBUTION - Net sales of Consulier's Southeast automotive
parts distribution represented 98.5% and 93.3% of Consulier's net sales in the
second quarters of 2002 and 2001, respectively. This segment's sales decreased
by 19.6%, or $168,658, in the 2002 second quarter to $691,755, compared to
$860,413 in the 2001 second quarter. This decrease can be attributed primarily
to the adverse impact of the current economic conditions in the United States,
Latin America and South America.
The automotive parts distribution segment had income before income taxes of
$60,274 in the second quarter of 2002 compared to $1,710,789 in the second
quarter of 2001. The decrease is primarily attributable to an insurance recovery
of $1.75 million in second quarter 2001.
HOUSEHOLD AND TOOL PRODUCTS - C-6 incurred a net loss of $6,188 in the second
quarter of 2002, consisting primarily of freight charges, compared to a net loss
of $7,000 in the second quarter of 2001.
INVESTMENT IN AVM - Investment income from Consulier's AVM limited partnership
interest was $337,797 in the second quarter of 2002, a 36.44% increase from the
comparable 2001 quarter's income of $247,582. This represents annualized returns
of 78% and 48%, respectively, on Consulier's average investment during each
year.
INVESTMENT IN BIOSAFE - Equity in income of BioSafe was $8,854 in the second
quarter of 2002, a 113.6% increase over the comparable 2001 quarter's equity in
loss of $65,015. This represents the Company's 40% interest in BioSafe's net
income of approximately $27,000 in the second quarter of 2002, compared to a net
loss of approximately $145,000 in the second quarter of 2001.
10
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2002, Consulier's cash totaled $133,814 as compared to $150,032 at
December 31, 2001, a decrease of $16,218. Net cash used in operations increased
to $1,351,771 in the first six months of 2002 compared to $1,569,108 of net cash
provided in the first six months of 2001. Net cash provided by investing
activities increased to $1,335,553 in the first six months of 2002, compared to
$133,479 of net cash used in the first six months of 2001, resulting primarily
from an increase in the change in due from principal shareholder of $594,220 and
an increase in the change in distributions from partnership interest of
$660,509.
The ability of Consulier to continue to generate cash flow in excess of its
normal operating requirements depends almost entirely on the performance of its
limited partnership investment in AVM. Consulier cannot, with any degree of
assurance, predict whether there will be a continuation of the net return
experienced in the period that the AVM limited partnership interest has been
owned. However, Consulier does not expect that the rate of return will decline
to the point where Consulier has negative cash flow. Furthermore, although AVM
has given Consulier no indication of any intention on its part to redeem the
partnership interest, there can be no assurance that AVM will not do so in the
future.
During the second quarter of 2002, a significant portion of the Company's excess
cash funds continued to be advanced to the Company's principal shareholder,
under demand receivables.
On April 16, 2002, the Company entered into agreement granting a line of credit
of up to $900,000 to Asset Assistance Group, LLC. The line of credit expires one
year from April 16, 2002 and approximately $310,000, including approximately
$3,000 in accrued interest, is outstanding at June 30, 2002. Sources for funding
the line of credit are expected to be investment income from AVM and repayments
of outstanding amounts/advances by the principal shareholder.
11
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
FUTURE OUTLOOK
Based on AVM's recent operations and operating results over the past five years,
management expects continued positive annualized returns in 2002 on Consulier's
limited partnership investment. However, there is no guarantee that the returns
of the past can be maintained.
Sales in the automotive parts distribution segment are expected to increase in
the second half of 2002 due to the reorganization of the sales department and
training of salespeople, strengthening of existing product lines, and increased
marketing and promotion. Southeast is scheduled to attend numerous trade shows
in key locations around the world to promote and sell its products.
In December 2000, Consulier entered into a multi-year strategic alliance and
distribution agreement with Norpak Manufacturing Inc. (Norpak) of Toronto,
Canada and its related company Veridien Corp. (Veridien) of St. Petersburg,
Florida. Veridien has a full line of top quality cleaning products that they
manufacture and distribute to national and regional retailers and distributors.
Norpak also with a full line of cleaning products and retail as well as
distribution sources, has been contracted to be the main distributor for the
soap in Canada. Norpak is responsible for the sales, marketing, retailing and
distribution of the soap in Canada. These agreements include pricing schedules
for products at distributorship levels.
Veridien and Norpak are working with Consulier to launch the product to national
and regional retailers and major distributors.
In addition to the above, Consulier maintains a sales and marketing department
developing new retail and distribution outlets nationally and internationally.
There are several trade shows scheduled for marketing the soap throughout 2002
and the internet web site continues to be a good lead generator with
applications for distribution being received through the site from countries all
over the world.
12
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for the historical information contained in this report, certain matters
discussed in Management's Discussion and Analysis are forward looking statements
which involve risks and uncertainties including, but not limited to statements
regarding Consulier's planned capital expenditure requirements, cash and working
capital requirements. Consulier's expectations regarding the adequacy of current
financing arrangements, product demand and market growth, other statements
regarding future plans and strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts. It should be noted
that Consulier's actual results could differ materially from those contained in
such forward looking statements mentioned above due to adverse changes in any
number of factors that affect Consulier's business including, without
limitation, risks associated with investing in BioSafe and AVM, lending to AAG,
and the marketing of Consulier's Captain CRA-Z Soap products, manufacturing and
supply risks, reliance upon distributors, regulatory risks, risks of expansion,
product liability and other risks described herein.
13
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of June 30, 2002, there were no legal proceedings pending against the Company
or its subsidiaries nor did the Company have any knowledge of any proceedings,
which were being contemplated.
ITEM 2. CHANGES IN SECURITIES
During the second quarter of 2002, there were no changes in the instruments
defining the rights of the holders of any class of registered securities, nor
were the rights evidenced by any class of registered securities limited or
qualified by the issuance or modification of any other class of securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
During the second quarter of 2002, there have been no material defaults in the
payment of principal, interest, or any other material default with respect to
any indebtedness, nor has there been any arrearage in the payment of dividends
of any class of stock.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the second quarter of 2002, the Company did not submit any matters to a
vote of security holders.
ITEM 5. OTHER INFORMATION
The Company has no other information to report, which might otherwise be
reported under Form 8-K.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B
None
(b) CURRENT REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the three
month period ended June 30, 2002.
(c) CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
200218 U.S.C. (SECTION 1350)
The Company has attached Exhibits 99.1 and 99.2 to this filing to
comply with the requirements of the Sarbanes-Oxley Act of 2002.
14
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements 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.
CONSULIER ENGINEERING, INC.
(Registrant)
Date: August 19, 2002 By: /s/ Alan R Simon
-------------------------------------
ALAN R. SIMON, ESQ.
Secretary and Treasurer (Principal
Financial and Accounting Officer)
Date: August 19, 2002 By: /s/ Warren B. Mosler
-------------------------------------
WARREN B. MOSLER
Chairman of the Board, President
& Chief Executive Officer (Principal
Executive Officer)
15