<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarter Ended: March 31, 1999
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period from _____________ to ____________
Commission File Number 0-24721
-------
REXFORD, INC.
----------------------------------------------
(Name of Small Business Issuer in its charter)
Delaware 87-0502701
- ------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
7777 East Main Street, #210, Scottsdale, Arizona 85251
------------------------------------------------------
(Address of principal executive offices and Zip Code)
(602) 945-5343
----------------------------------------------------
(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.
(1) Yes X No (2) 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.
Common Stock, Par Value $0.001 70,000,000
- -------------------------------- ----------------------------
Title of Class Number of Shares Outstanding
as of March 31, 1998
<PAGE>
<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REXFORD, INC.
FINANCIAL STATEMENTS
(UNAUDITED)
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made. These
financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.
<PAGE>
<PAGE> 3
Rexford, Inc.
(A Development Stage Company)
Balance Sheet
March 31, 1999
(Unaudited)
- ------------------------------------------------------------------------------
ASSETS
Cash $ 229
-----------
TOTAL ASSETS $ 229
-----------
- ------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 10,580
Related party payable 2,222
-----------
TOTAL CURRENT LIABILITIES 12,802
-----------
STOCKHOLDERS' DEFICIT
Common stock - par value $.001 per share.
Authorized - 1,000,000 shares; issued
and outstanding 70,000,000 shares 70,000
Additional paid-in capital 143,717
Deficit accumulated during the development stage (226,290)
-----------
TOTAL STOCKHOLDERS' DEFICIT (12,573)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 229
-----------
See accompanying notes to financial statements
<PAGE>
<PAGE> 4
Rexford, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31, Cumulative
1999 1998 1999 1998 Amounts
---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Revenue - Interest $ - $ - $ - $ - $ 10,000
Expenses:
General and administrative expenses 20,928 11,990 27,533 20,392 132,115
---------- ---------- ---------- ---------- ---------
Loss from operations (20,928) (11,990) (27,533) (20,392) (122,115)
Gain on divestiture of discontinued
operations, net tax - - - - 90,231
---------- ---------- ---------- ---------- ---------
Net loss before income taxes (20,928) (11,990) (27,533) (20,392) (31,884)
Income tax expense - - - - -
---------- ---------- ---------- ---------- ---------
Net loss $ (20,928) $ (11,990) $ (27,533) $ (20,392) $ (31,884)
========== ========== ========== ========== =========
Loss per share $ (.00) $ (.00) $ (.00) (.00) (.00)
========== ========== ========== ========== =========
Weighted average number of shares
outstanding 63,553,000 39,321,000 61,404,000 39,321,000 29,395,000
========== ========== ========== ========== =========
</TABLE>
See accompanying notes to financial statements
<PAGE>
<PAGE> 5
Rexford, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
- ------------------------------------------------------------------------------
Six Months Ended
March 31, Cumulative
1999 1998 Amounts
---------- ---------- ----------
Cash flows from operating activities:
Net loss $ (27,533) $ (20,392) $ (31,884)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Interest recognized on related
party payable 141 - 141
Gain on disposal of discontinued
segment - - (90,231)
Increase in:
Cash overdraft - - -
Accounts payable and accrued
liabilities 8,830 245 19,886
---------- --------- ---------
Net cash used in
operating activities (18,562) (20,147) (102,088)
---------- --------- ---------
Cash flows from investing activities: - - -
Cash flows from financing activities:
Proceeds from the issuance of stock - - 13,750
Change in related party payables 18,565 19,713 88,567
---------- ---------- ----------
Net cash provided by
financing activities 18,565 19,713 102,317
---------- ---------- ----------
Net decrease in cash 3 (434) 229
Cash, beginning of period 226 540 -
---------- ---------- ----------
Cash, end of period $ 229 $ 106 $ 229
========== ========== ==========
See accompanying notes to financial statements
<PAGE>
<PAGE> 6
Rexford, Inc.
(A Development Stage Company)
Notes to Financial Statements
- ------------------------------------------------------------------------------
(1) The unaudited financial statements include the accounts of Rexford,
Inc. and include all adjustments (consisting of normal recurring items) which
are, in the opinion of management, necessary to present fairly the financial
position as of March 31, 1999 and the results of operations and changes in
financial position for the three months and six months ended March 31, 1999
and 1998, and cumulative amounts since inception. The results of operations
for the six months ended March 31, 1999 are not necessarily indicative of the
results to be expected for the entire year.
(2) Loss per common share is based on the weighted average number of
shares outstanding during the period.
(3) During the six months ended March 31, 1999, the Company issued common
stock in exchange for a related party payable of $25,790.
<PAGE>
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
- -------
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This periodic report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 with
respect to the financial condition, results of operations, business
strategies, operating efficiencies or synergies, competitive positions, growth
opportunities for existing products, plans and objectives of management,
related to the proposed acquisition of Chicago Map Corporation ("CMC") by the
Company. Statements in this periodic report that are not historical facts are
hereby identified as "forward-looking statements" for the purpose of the safe
harbor provided by Section 21E of the Exchange Act and Section 27A of the
Securities Act.
Business of the Company
- -----------------------
The Company's executive offices are located at 7777 East main Street,
Suite 251, Scottsdale, AZ 85251, (602) 945-5343. The Company was incorporated
on February 14, 1983, in the state of Utah under the name Chelsea Energy
Corporation (hereinafter the "Registrant" or the "Company"). In connection
with its formation, a total of 1,047,000 shares of its common stock were
issued to the founders of the Company. In March 1985, the Company sold
3,000,000 shares of its common stock in connection with a public offering at a
price of $0.01 per share. The public offering was registered with the Utah
Securities Division pursuant to Section 61-1-10, Utah Code Annotated, as
amended. The offering was exempt from federal registration pursuant to
Regulation D, Rule 504, promulgated under the Securities Act of 1933, as
amended. The Company was initially formed to provide professional consulting
services to local government units.
In April 1989, the Company formed California Cola Distributing Company,
Inc. ("CCDCI") under the laws of the state of Delaware as a wholly-owned
subsidiary. In May 1989, the Company merged into its subsidiary, CCDCI, in
connection with a reincorporation merger. As a result of the reincorporation
merger, the Company changed its domicile to the state of Delaware from the
state of Utah and changed its name from Chelsea Energy Corporation to
California Cola Distributing Company, Inc. In October 1992, the Company
effected a sale of its wholly-owned subsidiary, CCDCI to California Cola Group
Incorporated, a principal shareholder of the Company and changed the its name
to Rexford, Inc.
Current Business Activities
- ----------------------------
On March 26, 1999, the Company and CMC entered into an Agreement and Plan
of Reorganization (the "Acquisition Agreement") relating to the acquisition of
CMC by the Company through a share exchange. The Acquisition Agreement has
been approved by the board of directors and shareholder of CMC and the board
of directors of the Company, but is subject to the approval of the Company
shareholders. The Company has recently submitted a preliminary information
relating to the calling of a special meeting of shareholders for the purpose
of ratify the terms of the Acquisition Agreement and electing new directors
consisting of the nominees of CMC.
<PAGE> 8
The following discussion regarding the terms of the Acquisition Agreement
is subject to, and qualified in its entirety by, the detailed provisions of
the Acquisition Agreement, which will be attached as an exhibit to the notice
of special meeting of shareholders and related definitive information
statement to be mailed to shareholders of record of the Company pending final
review by the Securities and Exchange Commission.
The Acquisition Agreement provides that the 15,000 shares of CMC Common
Stock held by the CMC Shareholders will be exchanged for 10,500,000 shares of
the Company's Common Stock pro rata based on the CMC Shareholders' percentage
ownership of the CMC Common Stock. No fractional shares will be issued to the
CMC Shareholders and the Company will round the number of shares of the
Company's Common Stock to be issued to each CMC Stockholder to the nearest
whole share.
As a condition to the Acquisition Agreement, the Company will effect a 1-
for-70 reverse stock split (the "Reverse Split") of the Company's Common
Stock, so that shareholders of the Company prior to such Reverse Split will
receive 1 share of the Company's Common Stock for each 70 shares of Common
Stock held on the Record Date for the Reverse Split, rounded up to the next
higher whole share. This Reverse Split would reduce the Company's issued and
outstanding stock from 70,000,000 to 1,000,000 shares. After giving effect to
the Reverse Split and the issuance of 10,500,000 shares of Common Stock issued
to the CMC Shareholders in exchange for the 15,000 of CMC Common Stock, the
Company will have 11,500,000 shares issued and outstanding.
Discussion and Analysis of Financial Condition and Results of Operations
- ------------------------------------------------------------------------
The business activities of the Company are subject to several significant
risks which arise primarily as a result of the fact that the Company has no
specific business. Because of the Company's current status having no assets
and no recent operating history, in the event that a majority of the
shareholders of the Company do not ratify the Acquisition Agreement with CMC,
it is likely that Company's present shareholders will experience substantial
dilution and there will be a probable change in control of the Company.
Liquidity and Capital Resources
- -------------------------------
Although the Company has had only limited expenses, it may have to incur
additional legal and accounting costs to remain current on its financial and
corporate reporting obligations. Management anticipates that the Company will
incur more cost including legal and accounting fees to locate and complete the
merger or acquisition of CMC. At the present time the Company does not have
the assets to meet these financial requirements and certain costs and expenses
associated with the Acquisition Proposal have been paid by Mark A. Scharmann,
an officer, director and principal shareholder of the Company.
At March 31, 1999, the Company had current assets of $229 and current
liabilities of $12,802, for a working capital deficit of $(12,573). The
Company has only incidental ongoing expenses primarily associated with
maintaining its corporate status and professional fees associated with
accounting and legal costs. Mr. Scharmann has advanced money to the Company
from time to time and such advances bear interest at a rate of 10% per annum
and have no maturity date. Prior to March 31, 1999, the balance of the
outstanding advances were converted into shares of common stock of the
Company.
<PAGE> 9
The president of the Company is providing the Company with a location
for its offices on a "rent free basis" and no salaries or other form of
compensation are being paid by the Company for the time and effort required by
management to run the Company. Following approval of the Acquisition
Proposal, the Company's executive offices will be moved to the executive
offices of CMC.
Results of Operations
- ---------------------
Since discontinuing operations in 1992, the Company has not generated
revenue. For the six month period ended March 31, 1999, the Company has
incurred $27,533 in general and administrative expenses. Since inception, the
Company has an accumulated deficit of $(226,290) after taking into account a
$90,231 gain on the divestiture of discontinued operations.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
---------
No exhibits are included as they are either not required or not
applicable.
(b) Reports on Form 8-K.
--------------------
None.
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 thereunto duly authorized.
REXFORD, INC.
[Registrant]
Dated: May 27, 1999 By/S/Dennis Blomquist, President and
Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001065189
<NAME> REXFORD, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> MAR-31-1999
<CASH> 229
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 229
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 229
<CURRENT-LIABILITIES> 12,802
<BONDS> 0
0
0
<COMMON> 213,717
<OTHER-SE> (226,290)
<TOTAL-LIABILITY-AND-EQUITY> 229
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 27,533
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (27,533)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27,533)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
