<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1997
Commission File No. 0-28978
Amour Fiber Core, Inc.
----------------------
(Exact name of registrant as specified in its charter)
Washington 91-1705387
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1120 East Stevens, P.O. Box 42, Sultan, WA 98294 (360) 793-0146
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(Address, including zip code, and telephone number, including area code, of
registrant; Principal executive offices and principal place of business)
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 [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Outstanding at
Class March 31, 1997
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<S> <C>
Common Stock, No Par Value 3,311,183
</TABLE>
<PAGE>
AMOUR FIBER CORE, INC.
INDEX
<TABLE>
<CAPTION>
Part I - Financial Information Page Number
<S> <C>
Item 1. Financial Statements
Consolidated Condensed, Balance Sheets
(unaudited)
Consolidated Condensed Statement of Operations
(unaudited)
Consolidated Condensed Statement of Cash Flows
(unaudited)
Notes to Consolidated Condensed Financial
Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation
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. Exhibit and Reports on Form 8-K
Signature
</TABLE>
1
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
AMOUR FIBER CORE INC.
(A Development Stage Company)
CONSOLIDATED CONDENSED BALANCE SHEETS (10Q)
<TABLE>
<CAPTION>
Mar. 31, 1997 Dec. 31, 1996
(Unaudited) Audited
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<S> <C> <C>
ASSETS
Current assets:
Cash $ 1,387 $ 15,303
Receivables, net - Trade 2,268 1,303
- Employees --
- Shareholders --
Inventory, fin goods 8,699 8,699
Total current assets 12,354 25,305
----------- -----------
Machinery and Equipment, at cost 464,177 451,910
Less: accumulated depreciation (81,090) (77,333)
----------- -----------
Net machinery and equipment 383,087 374,577
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Other assets 3,000 3,000
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Total assets $ 386,087 $ 402,882
=========== ===========
LIABILITIES
Current liabilities:
Accounts payable 56,354 55,672
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Total current liabilities 56,354 55,672
Other liabilities:
Shareholder loans 41,835 41,185
Deferred wages 74,346 74,346
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Total other liabilities 116,181 115,531
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Total liabilities $ 172,535 $171,203
=========== ===========
Stockholders' equity:
Common stock 1,551,028 1,493,028
Retained deficit (1,337,476) (1,261,349)
----------- -----------
Total stockholder's equity $ 213,552 $231,679
=========== ===========
Total liabilities and Stockholders' equity $ 386,087 $ 402,882
=========== ===========
</TABLE>
See accompanying notes
2
<PAGE>
AMOUR FIBER CORE INC.
(A Development Stage Company)
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (10Q)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
Mar. 31, 1997 Mar. 31, 1996
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
Revenues
Sales 2,472 281
Disposal Fees
Net revenues
Total $ 2,472 $ 281
-------- ---------
Costs and expenses: 35,277
---------
Cost of sales 9,632
Research & development 0
Marketing general and 2,519
administrative 66,448
Operating costs and expenses 78,599 164,151
-------- ---------
Net income (loss) $(76,127) $(199,709)
======== =========
Earnings per common and
common equipment share(*) $ (0.02) $ (0.06)
</TABLE>
(*)Weighted average number of common and common equipment shares outstanding on
March 31, 1996 was 3,298,203 shares and on March 31, 1997 was 3,311,183.
See accompanying notes
3
<PAGE>
AMOUR FIBER CORE INC.
(A Development Stage Company)
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (10Q)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
Mar. 31, 1997 Mar. 31, 1996
(Unaudited) (Unaudited)
------------------- -------------------
<S> <C> <C>
Cash Flows Provided by (used for)
Operating Activities:
Net Loss $(76,127) $(199,709)
Adjustments to reconcile net loss to net cash
used for operating activities:
Deferred Compensation 139,346
Depreciation 6,766 5,657
Change in accounts receivable (965) 702
Change in accounts payable 682 4,123
-------- ---------
Net cash used for operating activities 69,644 (49,881)
Cash Flows provided by (used for)
Investing Activities:
Capital expenditures (2,922) (18,161)
-------- ---------
Net cash used for Investing Activities: (2,922) (18,161)
Cash Flows provided by (used for)
Financing Activities:
Capital stock issued 58,000 25,000
Change in employee receivable 0 (1,965)
Change in shareholder loans pay./rec. 650 90,864
-------- ---------
Net cash provided by financing activities 58,650 135,399
-------- ---------
Net change in cash (13,916) 67,357
Cash at beginning of period 15,303 4,175
-------- ---------
Cash at end of period $ 1,387 $ 71,532
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</TABLE>
See accompanying notes
4
<PAGE>
AMOUR FIBER CORE INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The accompanying interim consolidated condensed financial statements of
Amour Fiber Core Inc. ("Amour," the "Company," or the "Registrant") have been
prepared in conformity with generally accepted accounting principals, consistent
in all material respects with those applied in the Annual Report on Form 10-K
for the year ended December 31, 1996. The interim financial information is
unaudited, but reflects all normal adjustments which are, in the opinion of
management, necessary to provide a fair statement of results for the interim
periods presented. The interim financial statements should be read in
connection with the financial statements in the Company's Annual Report on form
10-K dated March 3, 1997 for the year ended December 31, 1996.
2. Earnings per common and common equipment share were based upon a weighted
average number of common and common equipment shares outstanding which for March
31, 1997 was 3,311,183 shares and for March 31, 1996 was 3,298,203.
Part I - Item 2
- ----------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The Company's recent public offering is designed to generate adequate funds to
allow for growth of the Company's sales and manufacturing capacity that would
not be achieved if the Company relied only on internally generated funds. The
Company's business plans continue to stress growth of the customer base over
short-term profits; the Company's management believes net earnings will be
driven by continued growth of the customer base.
As of March 31, 1997, the Company had an unaudited accumulated deficit of $
1,337,477. It can be expected that the future operating results will continue
to be subject to many of the problems, expenses, delays and risks inherent in
the establishment of a new business enterprise, many of which the Company cannot
control. There can be no assurance, therefore, that the Company will be able to
achieve or sustain profitability. Even if the Company's operations prove to be
marginally profitable, the value of the Company's common stock, and the
potential return to investors, could be substantially diminished. Consequently,
an investment in the Company is highly speculative and no assurance can be given
that purchasers of the shares of common stock will realize any return on their
investment or that purchasers will not lose their entire investment.
The Company has formulated its business plans and strategies based on certain
assumptions of the Company's management regarding the size of the market for the
products which the Company will be able to offer, the Company's anticipated
share of the market, and the estimated prices for and acceptance of the
Company's products. The Company continues to believe its business plans and the
assumptions upon which they are based are valid. Although these plans and
assumptions are based on the best estimates of management, there can be no
assurance that these assessments will prove to be correct. No independent
marketing studies have been conducted on behalf of or otherwise obtained by the
Company, nor are any such studies planned. Any future success that the Company
might enjoy will depend upon many factors, including factors which may be beyond
the control of the Company or which cannot be predicted at this time. These
factors may include product obsolescence, increased levels of competition,
including the entry of additional competitors and increased success by existing
competitors, changes in general economic conditions, increases in operating
costs including cost of supplies, personnel and equipment, reduced margins
caused by competitive pressures and other factors, and changes in governmental
regulation imposed under federal, state or local laws.
5
<PAGE>
The Company's operating results may vary significantly due to a variety of
factors including changing customers profiles, the availability and cost of raw
materials, the introduction of new products by the Company or its competitors,
the timing of the Company's advertising and promotional campaigns, pricing
pressures, general economic and industry conditions that affect customer demand,
and other factors.
Statements contained herein that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including but not limited to
statements regarding the Company's exceptions, hopes, beliefs, intentions or
strategies regarding the future. Actual results could differ materially from
those projected in any forward-looking statements as a result of a number of
factors, including those detailed in this Section, as well as those set forth
elsewhere herein. The forward-looking statements are made as of the date of
these financial statements and the Company assumes no obligation to update the
forward-looking statements, or to update the reasons why actual results could
differ materially from those projected in the forward-looking statements.
Results of Operations
The Company realized net sales during the first quarter of 1997 of $ 2,472 a
decrease over net sales of generated during the first quarter of 1996. This
decrease was due to the commitment of the Company to the development of new
products, the design of new production equipment and the need for additional
capital to complete a new production line.
Liquidity and Capital Resources
On March 31, 1997, the Company had cash on hand of $ 1,387. However, from
inception through March 31, 1997, the Company has operated at a loss, as its
efforts had been focused on the design and development of a manufacturing
process and products. Management anticipated that additional capital will be
required to finance the Company's operations.
During March of 1996 the Company filed for the right to sell shares of common
stock to the public. On November 8, 1996, the Company received authority to
sell up to 300,000 shares of its common stock to the public at a price of $6.00
per share. The offering is self underwritten and the Company is proceeding with
the sale of the subject shares. A major portion of the proceeds will be used to
finance expansion of the manufacturing plant activities.
The Company believes that expected cash flow plus the anticipated proceeds from
the offering will finance the Company's operations at currently anticipated
levels for a period of at least 12 months. However, there can be no assurance
that the Company will not encounter unforeseen difficulties that may deplete its
capital resources more rapidly than anticipated.
Part II - Other Information
- ---------------------------
Item 1 - Legal Proceedings
- ------
The Company has no current participation in any legal proceedings.
Item 2 - Changes in Securities
- ------
None
Item 3 - Defaults upon Senior Securities
- ------
None
6
<PAGE>
Item 4 - Submission of Matters to a Vote of Security Holders
- ------
On December 14, 1996 at the annual shareholders meeting, the shareholders
approved retention of the Board of Directors.
Item 5 - Other Information
- ------
On November 8, 1996 the Company's Registration Statement became effective. As
of March 31, 1997 the Company was proceeding with a self underwritten offering
of 300,000 shares of common stock. The Company's offering sales are being
impounded until the minimum of $300,000 is raised. As of December 31, 1996 the
Company's sales had not reached the impound amount. Following the release of
the impound funds the Company intends to apply for quotation of the Company's
common stock of the OTC Bulletin Board.
Item 6 - Exhibits and Reports on Form 8-K
- ------
27 Financial Data Schedule
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has dully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMOUR FIBER CORE INC.
(Registrant)
Date May 12, 1997 By: /s/ C.A. Tony Peterson
----------------------
C.A. Tony Peterson
Director and
Chief Financial and
Principal Accounting Officer
7
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,387
<SECURITIES> 0
<RECEIVABLES> 2,268
<ALLOWANCES> 0
<INVENTORY> 8,699
<CURRENT-ASSETS> 12,354
<PP&E> 464,177
<DEPRECIATION> (81,090)
<TOTAL-ASSETS> 383,087
<CURRENT-LIABILITIES> 56,354
<BONDS> 0
0
0
<COMMON> 1,551,028
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 386,087
<SALES> 2,472
<TOTAL-REVENUES> 2,472
<CGS> 9,632
<TOTAL-COSTS> 9,632
<OTHER-EXPENSES> 78,599
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (76,127)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> 0
</TABLE>
