UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 23, 1999
Commission File Number: 0-21457
-----------------------------------
MORGAN COOPER, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2254391
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
214 West 39th Street, #1006, New York, New York 10018
(Address of principal executive offices)
(212) 739-3039
(Issuer's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
Item 7. Financial Statements and Exhibits.
On November 23, 1999, the Company filed an 8-K describing a
change in control resulting from the Company entering into a
Reorganization and Stock Purchase Agreement. Filed herewith are
the financial statements, as required by the Securities Exchange
Act of 1934. The Accountant's Review Report is prepared by
Skwiersky, Alpert & Bressler LLP, and consists of the
consolidating balance sheet of Morgan Cooper, Inc. as of November
23, 1999, and the related consolidating statement of operations
and (deficit) and consolidated statement of cash flows for the
period January 1, 1999, to November 23, 1999.
SIGNATURES
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 hereunto duly authorized.
Dated: April 12, 2000
MORGAN COOPER, INC.
/s/ Gary Kotler
Chief Financial Officer
<PAGE>
MORGAN COOPER, INC.
(A DEVELOPMENT STAGE COMPANY)
ACCOUNTANT'S REVIEW REPORT
NOVEMBER 23, 1999
<PAGE>
MORGAN COOPER, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
NOVEMBER 23, 1999
Pages
Accountant's Review Report 1
Consolidating Balance Sheet 2
Consolidating Statement of Operations and (Deficit) 3
Consolidated Statement of Cash Flows 4
Notes to the Consolidating Financial Statements 5 6
<PAGE>
ACCOUNTANT'S REVIEW REPORT
Morgan Cooper, Inc.
214 West 39th Street
New York, New York 10018
We have reviewed the accompanying consolidating balance sheet of
Morgan Cooper, Inc. (A Development Stage Company) as of November
23, 1999, and the related consolidating statement of operations
and (deficit) and consolidated statement of cash flows for the
period January 1, 1999, to November 23, 1999, in accordance with
Statements on Standards for Accounting and Review Services issued
by the American Institute of Certified Public Accountants. All
information included in these financial statements is the
representation of the management of Morgan Cooper, Inc.
A review consists principally of inquiries of company personnel
and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements for them to be in conformity with generally accepted
accounting principles.
Respectfully submitted,
/s/ Skwiersky, Alpert & Bressler LLP
New York, New York
March 21, 2000
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<TABLE>
MORGAN COOPER, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATING BALANCE SHEET
NOVEMBER 23, 1999
ASSETS
<S> <C> <C> <C>
Consolidated MCI GHIC
Current assets:
Accounts receivable $ 150,159 $ 150,159
Due from shareholders (Note 2) 200,000 200,000
Merchandise inventory 88,267 88,267
---------- ----------
Total current assets 438,426 438,426
Other asset:
Security deposit 11,500 11,500
---------- ----------
Total assets $ 449,926 $ 449,926
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank overdraft $ 13,148 $ 13,148
Accounts payable and
accrued expenses 192,839 192,839
Notes payable (Note 3) 35,000 35,000
Income taxes payable 380 380
---------- ----------
Total liabilities 241,367 241,367
Shareholders' equity (deficit):
Capital stock (Note 4) 139 - $ 139
Additional paid-in capital 565,020 509,060 55,960
Retained earnings (deficit) (356,600) (300,501) (56,099)
---------- ---------- ----------
Total shareholders' equity 208,559 208,559 0
---------- ---------- ----------
Total liabilities and
shareholders' equity $ 449,926 $ 449,926 $ 0
========== ========== ==========
See Accompanying Notes and Accountant's Review Report.
</TABLE>
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<TABLE>
MORGAN COOPER, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATING STATEMENT OF OPERATIONS AND (DEFICIT)
JANUARY 1, 1999, TO NOVEMBER 23, 1999
<S> <C> <C> <C>
Consolidated MCI GHIC
Net sales $ 622,230 $ 622,230
Cost of goods sold:
Purchases 528,417 528,417
Less merchandise inventory end 88,267 88,267
---------- ----------
Cost of goods sold 440,150 440,150
---------- ----------
Gross profit 182,080 182,080
Operating expenses 533,013 482,201 $ 50,812
---------- ---------- ----------
Net (loss) before taxes (350,933) (300,121) (50,812)
Provision for taxes 380 380 0
---------- ---------- ----------
Net (loss) (351,313) (300,501) (50,812)
(Deficit) beginning of period (5,287) 0 (5,287)
---------- ---------- ----------
(Deficit) - end of period $ (356,600) $ (300,501) $ (56,099)
========== ========== ==========
See Accompanying Notes and Accountant's Review Report.
</TABLE>
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<TABLE>
MORGAN COOPER, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
JANUARY 1, 1999, TO NOVEMBER 23, 1999
<S> <C>
Increase (decrease) in cash:
Cash flows from operating activities:
Net (loss) $ (351,313)
Adjustments to reconcile net (loss) to net cash
(used) by operating activities:
Changes in assets and liabilities:
Common stock issued for reorganization
and settlement expenses 50,812
(Increase) in accounts receivable (150,159)
(Increase) in merchandise inventory (88,267)
(Increase) in security deposit (11,500)
Increase in accounts payable and
accrued expenses 192,839
Increase in income taxes payable 380
----------
Total adjustments (5,895)
----------
Net cash (used) by operating activities (357,208)
Cash flows from financing activities:
Proceeds from issuance of common stock 9,060
Proceeds from additional paid-in capital 300,000
Proceeds from notes payable 35,000
----------
Net cash provided by financing activities 344,060
----------
Net (decrease) in cash (13,148)
Cash beginning of period 0
----------
(Cash overdraft) end of period $ (13,148)
==========
There was no cash paid during the period for either interest or
income taxes.
See Accompanying Notes and Accountant's Review Report.
</TABLE>
<PAGE> 4
MORGAN COOPER, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATING FINANCIAL STATEMENTS
NOVEMBER 23, 1999
Note 1 - Description of Development Stage Activities and Summary
of Significant Accounting Policies
Description of Development Stage Activities.
Morgan Cooper, Inc. ("MCI") has been in the development stage
since its incorporation on August 2, 1999. The company was
incorporated under the laws of the State of New York. The
company designs and imports ladies' apparel, which will be sold
to retailers throughout the country.
Goung Hei Investment Co., Ltd. ("GHIC") was incorporated on
October 12, 1988, under the laws of the State of Delaware. The
company has been in the development stage and has generated no
significant operating revenues and has incurred minimal expenses.
Reorganization and Stock Purchase Agreement.
Pursuant to a Reorganization and Stock Purchase Agreement dated
November 18, 1999, GHIC issued 11,637,652 common shares of stock
to the shareholders of MCI in exchange for all of the outstanding
shares of MCI. This transaction made MCI a wholly owned
subsidiary of GHIC. In January 2000, GHIC changed its name to
"Morgan Cooper, Inc." As GHIC was a non-operating shell prior to
the Reorganization and Stock Purchase Agreement, all references,
herein, to the business of the "company" shall mean the business
of Morgan Cooper, Inc., the New York entity and wholly owned
subsidiary of the Delaware entity formerly known as GHIC.
The outstanding shares of MCI constituted the consideration for
the newly issued shares of GHIC.
Basis of Consolidation.
The consolidated financial statements include the accounts of
Goung Hei investments Co., Ltd. ("GHIC") and its wholly owned
subsidiary, Morgan Cooper, Inc. ("MCI"). All significant
intercompany accounts and transactions have been eliminated.
Summary of Significant Accounting Policies.
Cash in banks.
Cash accounts are insured by the Federal Deposit Insurance
Corporation (FDIC) up to $100,000 at each banking institution.
Merchandise inventory.
Merchandise inventory is valued at the lower of cost or market,
cost determined on the first-in, first-out (FIFO) basis.
Use of estimates.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could
differ from those estimates.
Advertising.
Advertising costs are expensed as incurred.
<PAGE> 5
MORGAN COOPER, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATING FINANCIAL STATEMENTS
Note 2 Due from Shareholders
The amount due from shareholders totaling $200,000 represents
funds due from individuals who received shares of stock in GHIC
on November 18, 1999. These funds were received by the company
in December 1999 and January 2000.
Note 3 Notes Payable
This amount represents funds owed to shareholders who deposited
monies into the company but where shares of stock have not yet
been issued.
Note 4 Capital Stock
The capital stock consists of the following:
GHIC MCI
Shares authorized:
Common 50,000,000 20,000,000
Preferred 10,000,000 1,000,000
Shares issued and outstanding:
Common 13,924,301 9,060,000
Preferred 0 0
Par value:
Common $ .00001 $ .001
Preferred .00001 .001
Note 5 - Commitments
The company leases office facilities in New York City under a
non-cancelable operating lease that expires December 31, 2003.
The lease provides for additional rental expenses under various
escalation clauses. Rental expense for the period ended November
23, 1999, amounted to $53,509.
The minimum future rental payments under the lease are as
follows:
Year ending December 31, 2000 $ 44,800
2001 44,800
2002 44,800
2003 44,800
---------
Thereafter $ 179,200
=========
Note 6 - Advertising
Advertising and promotion expenses for the period ended November
23, 1999, totaled $13,228.
Note 7 Subsequent Event
Subsequent to November 23, 1999, the company has received an
additional $267,500 in capital contributions.
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