AMOUR FIBER CORE INC
10QSB, 1998-08-28
MISCELLANEOUS MANUFACTURING INDUSTRIES
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<PAGE>
 
                      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 Quarter Ended June 30, 1998
                          Commission File No.  0-28978


                             Amour Fiber Core, Inc.
                             ----------------------
             (Exact name of registrant as specified in its charter)


               Washington                              91-1705387
           ------------------                          ----------
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)             Identification Number)
                                        

               1120 East Stevens, P.O. Box 42, Sultan, WA 98294
       -----------------------------------------------------------------
                   (Address of principal executive offices)

                                 (360) 793-0146
       ------------------------------------------------------------------
                          (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or 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  [_]

   State the number of shares outstanding of each of the issuer's classes of
               common equity, as of the latest practicable date:

                         Common Stock: 3,220,011 shares

Transitional Small Business Disclosure Format (Check one):  Yes  [_]  No  [X]
<PAGE>
 
                        PART I -  FINANCIAL INFORMATION

Item 1.  Financial Statements

                     CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                   June 30, 1998   June 30, 1997
                                                   -------------   -------------
<S>                                                <C>             <C>
ASSETS 
Current assets:
     Cash                                           $    56,879     $   294,161
     Receivables, net - Trade                            10,883           5,394
          Inventory, finished goods                      11,886           8,699
                                                    -----------     -----------
          Total current assets                           79,648         308,521
                                                                
Machinery and Equipment, at cost                        607,168         777,035
     Less: accumulated depreciation                    (130,901)        (84,099)
                                                    -----------     -----------
          Net machinery and equipment                   476,267         689,936
     Original cost net                                    2,400 
                                                    -----------     -----------
          Total assets                              $   558,932     $   692,936
                                                    ===========     ===========
                                                                
                                                                
LIABILITIES                                                     
Current liabilities:                                            
          Accounts payable                               24,164           3,642
          Total current liabilities                      24,164           3,642
                                                    -----------     -----------
Other liabilities:                                              
          Shareholder Loans                              59,100 
          Deferred wages                                136,654          74,346
          Customer security deposit                      22,200 
          Notes payable                                 100,000 
                                                    -----------     -----------
          Total other liabilities:                      317,954          74,346
                                                    -----------     -----------
          Total liabilities                             342,118          77,988
                                                                
Stockholders Equity:                                            
     Common stock                                     2,210,235       2,067,164
     Accumulated Retained Earnings                   (1,993,421)     (1,452,216)
                                                    -----------     -----------
          Total stockholders equity                     216,814         614,948
                                                                
Total Liabilities and Stockholders Equity           $   558,932     $   692,936
                                                    ===========     ===========
</TABLE>

                See accompanying Notes to Financial Statements

                                       2
<PAGE>
 
                CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                 Six Months Ended    Six Months Ended
                                   June 30, 1998       June 30, 1997
                                 ----------------    ---------------- 
<S>                              <C>                 <C> 
Revenues
     Sales                           $   1,985           $  57,998
     Disposal Fees                       1,041              19,782
     Adjustments                           890 
                                     ---------           --------- 
Net revenues                             3,896              77,780
Total                                    3,896              77,780
                                     ---------           --------- 
Costs and expenses:                            
     Cost of sales                          75              13,040
     Research & development                  0                   0
     Marketing, general and                    
       administrative                  188,617             255,607
     Adjustments                             0              64,740
                                     ---------           ---------  
Operating costs and expenses           188,692              78,599
                                     ---------           ---------
Net income (loss)                     (184,796)           (190,876)
                                     ---------           --------- 
Earnings per common and                        
  common equivalent share(*)             (0.05)              (0.06)
</TABLE> 

(*) Weighted average number of common and common equivalent shares outstanding
on June 30, 1998 was 3,682,184 and on June 30, 1997 was 3,298,203.


                See accompanying Notes to Financial Statements

                                       3
<PAGE>
 
                CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS

<TABLE> 
<CAPTION> 
                                              Six Months Ended  Six Months Ended
                                               June 30, 1998     June 30, 1997
                                              ----------------  ----------------
<S>                                           <C>               <C>   
Cash Flows Provided by (used for)                              
  Operating Activities:                                        
      Net Loss                                   $(184,796)        $(190,867)
  Adjustments to reconcile net loss                                 
   to net cash used for operating                                   
   activities:                                                      
          Deferred Compensation                     62,308          
          Depreciation                              15,614             6,766
          Change in accounts receivable             (9,079)           (4,091)
          Change in accounts payable                 5,283           (52,030)
          Inventory                                 (1,243)             (267)
                                                 ---------         ---------
Net cash used for operating activities            (111,913)          240,489
                                                                    
Cash Flows provided by (used for)                                   
  Investing Activities:                                             
          Capital expenditures                     (11,377)          (13,604)
          Other assets                                (617)                     
                                                 ---------         ---------
Net cash used for Investing Activities:            (11,994)          (13,604)
                                                                    
Cash Flows provided by (used for)                                   
  Financing Activities:                                             
          Capital stock issued                      16,452           574,136
          Change in employee receivable                             
      Change in shareholder loans payable           59,100           (41,185)
      Notes payable others                         100,000                 0
                                                 ---------         ---------
Net cash provided by financing activities          175,552           532,951
                                                 ---------         --------- 
Net change in cash                                  51,645           278,858
Cash at beginning of period                          5,234            15,303
                                                 ---------         --------- 
Cash at end of period                               56,879           294,161
                                                 ---------         ---------
</TABLE> 

                See accompanying Notes to Financial Statements

                                       4
<PAGE>
 
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.   The accompanying interim consolidated condensed financial statements of
Amour Fiber Core Inc. (the "Company") have been prepared in conformity with
generally accepted accounting principles, consistent in all material respects
with those applied in the Annual Report on Form 10-K for the year ended December
31, 1997. 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 for the year ended December 31,
1997.

2.   Earnings per common and common equivalent share were based upon a weighted
average number of common and common equivalent shares outstanding which for June
30, 1998 was 3,682,184 shares and for June 30,  1997 was 3,298,203 shares.

Item 2.  Management's Discussion and Analysis or Plan of Operation.

General.  The Company continues to develop new products while attempting to
- -------                                                                     
increase the marketing of its existing product lines. Many of the new products
require extensive certification and testing by potential customers and
government agencies before they can be produced or sold in commercial
quantities, so revenues from these products have been insignificant, while
associated expenses have been high. In addition, the Company has been actively
attempting to license its technology in an effort to minimize the capital
investment that would be necessary to develop new applications or to produce in
commercial quantities.

     As of June 30, 1998, the Company had an accumulated deficit of $1,993,421.
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.

     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

                                       5
<PAGE>
 
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.

     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.

     Results of Operations (Six Months Ended June 30, 1998 Compared to Six
     ---------------------------------------------------------------------
Months Ended June 30, 1997). The Company realized net revenues from the sale of
- --------------------------                                                     
products and disposal fees during the six months ended June 30, 1998 of $3,896,
a decrease of $73,884 from the prior period.

     Costs of goods sold decreased due to the lower sales levels and the
availability of recyclable materials received.

     Liquidity and Capital Resources.  On June 30, 1998, the Company had cash on
     -------------------------------                                            
hand of $56,879. The Company's principal sources of liquidity have been sales of
securities and licensing fees. Management anticipates that additional capital
will be required to finance the Company's operations. The Company believes that
expected cash flow plus anticipated equity financings will be sufficient to
finance the Company's operations at currently anticipated levels for a period of
at least twelve 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 is not a party to any material legal proceeding.

Item 2.  Changes in Securities and Use of Proceeds

     Inapplicable.

Item 3.  Defaults upon Senior Securities.

     Inapplicable.

Item 4.  Submission of Matters to a Vote of Security Holders

     Inapplicable.

                                       6
<PAGE>
 
Item 5.  Other Information
 
     Inapplicable.


Item 6.  Exhibits and Reports on Form 8-K

Exhibit 27.  Financial Data Schedule


                                  Signatures

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: August 27, 1998                 AMOUR FIBER CORE INC.


                                  By:  /s/ C.A. TONY PETERSON
                                     ------------------------
                                     C.A. Tony Peterson, Chief Financial Officer



       

                                       7

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                          56,879
<SECURITIES>                                         0
<RECEIVABLES>                                   10,883
<ALLOWANCES>                                         0
<INVENTORY>                                     11,886
<CURRENT-ASSETS>                                79,648
<PP&E>                                         607,168
<DEPRECIATION>                                 130,901
<TOTAL-ASSETS>                                 558,932
<CURRENT-LIABILITIES>                           24,164
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     2,210,235
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                   558,932
<SALES>                                          1,965
<TOTAL-REVENUES>                                 3,896
<CGS>                                               75
<TOTAL-COSTS>                                  188,692
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (184,796)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (184,796)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (184,796)
<EPS-PRIMARY>                                    (.05)
<EPS-DILUTED>                                    (.05)
        

</TABLE>


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