<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: December 31, 1998
[ ] 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
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REXFORD, INC.
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(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
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(Address of principal executive offices and Zip Code)
(602) 945-5343
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(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 57,106,420
- -------------------------------- ----------------------------
Title of Class Number of Shares Outstanding
as of December 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
December 31, 1998
(Unaudited)
- ------------------------------------------------------------------------------
ASSETS
Cash $ -
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TOTAL ASSETS $ -
-----------
- ------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Cash overdraft $ 3,765
Accounts payable and accrued liabilities 1,750
Advance from related party 11,921
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TOTAL CURRENT LIABILITIES 17,436
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STOCKHOLDERS' DEFICIT
Common stock - par value $.001 per share.
Authorized - 1,000,000 shares; issued
and outstanding 57,106,420 shares 57,106
Additional paid-in capital 130,821
Deficit accumulated during the development stage (205,363)
-----------
TOTAL STOCKHOLDERS' DEFICIT (17,436)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT -
-----------
See accompanying notes to financial statements
<PAGE>
<PAGE> 4
Rexford, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
- ------------------------------------------------------------------------------
Cumulative
Three Months Ended Amounts
December 31, From
1998 1997 Inception
---------- ---------- ----------
Revenue - Interest $ - $ - $ 10,000
Expenses:
General and administrative expenses 6,606 8,403 111,188
---------- ---------- ----------
Loss from operations (6,606) (8,403) (101,188)
Gain on divestiture of discontinued
operations, net tax - - 90,231
---------- ---------- ----------
Net loss before income taxes (6,606) (8,403) (10,957)
Income tax expense - - -
---------- ---------- ----------
Net loss $ (6,606) $ (8,403) $ (10,957)
========== ========== ==========
Loss per share $ $ $
========== ========== ==========
Weighted average number of shares
outstanding 57,106,420 39,321,015 21,684,635
========== ========== ==========
See accompanying notes to financial statements
<PAGE>
<PAGE> 5
Rexford, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
- ------------------------------------------------------------------------------
Cumulative
Three Months Ended Amounts
December 31, From
1998 1997 Inception
---------- ---------- ----------
Cash flows from operating activities:
Net loss $ (6,606) $ (8,403) $ (10,957)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Gain on disposal of discontinued
segment - - (90,231)
Increase in:
Cash overdraft 3,765 1,123 3,765
Accounts payable and accrued
liabilities - - 1,750
---------- ---------- ----------
Net cash used in
operating activities (2,841) (7,280) (95,673)
---------- ---------- ----------
Cash flows from investing activities: - - -
Cash flows from financing activities:
Proceeds from the issuance of stock - - 13,750
Increase in advances to related
party 2,615 6,740 81,923
---------- ---------- ----------
Net cash provided by
financing activities 2,615 6,740 95,673
---------- ---------- ----------
Net decrease in cash (226) (540) -
Cash, beginning of period 226 540 -
---------- ---------- ----------
Cash, end of period $ - $ - $ -
========== ========== ==========
See accompanying notes to financial statements
<PAGE>
<PAGE> 6
Rexford, Inc.
(A Development Stage Company)
Statement of Cash Flows
Continued
(Unaudited)
- ------------------------------------------------------------------------------
Cumulative
Three Months Ended Amounts
December 31, From
1998 1997 Inception
---------- ---------- ----------
Supplemental disclosure of cash flow
Information:
Interest paid $ - $ - $ -
========== ========== ==========
Income taxes paid $ - $ - $ -
========== ========== ==========
See accompanying notes to financial statements<PAGE>
<PAGE> 7
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 December 31, 1998 and the results of operations and changes in
financial position for the three month periods ended December 31, 1998 and
1997, and cumulative amounts since inception. The results of operations for
the three months ended December 31, 1998 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.<PAGE>
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
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The Registrant 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 exemption 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.
Since divesting itself of CCDCI, the Registrant has had no operations is
now seeking potential business acquisition or opportunities to enter in an
effort to commence business operations. The Registrant does not propose to
restrict its search for a business opportunity to any particular industry or
geographical area and may, therefore, engage in essentially any business in
any industry. The Registrant has unrestricted discretion in seeking and
participating in a business opportunity, subject to the availability of such
opportunities, economic conditions, and other factors.
The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Registrant has only limited resources,
it may be difficult to find good opportunities. There can be no assurance
that the Registrant will be able to identify and acquire any business
opportunity which will ultimately prove to be beneficial to the Registrant and
its shareholders. The Registrant will select any potential business
opportunity based on management's business judgment.
The activities of the Registrant are subject to several significant risks
which arise primarily as a result of the fact that the Registrant has no
specific business and may acquire or participate in a business opportunity
based on the decision of management which potentially could act without the
consent, vote, or approval of the Registrant's shareholders. Because of the
Registrant's current status having no assets and no recent operating history,
in the event the Registrant does successfully acquire or merge with an
operating business opportunity, it is likely that the Registrant's present
shareholders will experience substantial dilution and there will be a probable
change in control of the Registrant.
The Registrant has voluntarily filed its registration statement on Form
10SB in order to make information concerning itself more readily available to
<PAGE> 9
the public. Management believes that being a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), could
provide a prospective merger or acquisition candidate with additional
information concerning the Registrant. In addition, management believes that
this might make the Registrant more attractive to an operating business
opportunity as a potential business combination candidate. As a result of
filing its registration statement, the Registrant is obligated to file with
the Commission certain interim and periodic reports including an annual report
containing audited financial statements. The Registrant intends to continue
to voluntarily file these periodic reports under the Exchange Act even if its
obligation to file such reports is suspended under applicable provisions of
the Exchange Act.
Any target acquisition or merger candidate of the Registrant will become
subject to the same reporting requirements as the Registrant upon consummation
of any such business combination. Thus, in the event that the Registrant
successfully completes an acquisition or merger with another operating
business, the resulting combined business must provide audited financial
statements for at least the two most recent fiscal years or, in the event that
the combined operating business has been in business less than two years,
audited financial statements will be required from the period of inception of
the target acquisition or merger candidate.
Sources of Business Opportunities
- ---------------------------------
The Registrant intends to use various sources in its search for potential
business opportunities including its officers and directors, consultants,
special advisors, securities broker-dealers, venture capitalists, members of
the financial community and others who may present management with unsolicited
proposals. Because of the Registrant's lack of capital, it may not be able to
retain on a fee basis professional firms specializing in business acquisitions
and reorganizations. Rather, the Registrant will most likely have to rely on
outside sources, not otherwise associated with the Registrant, that will
accept their compensation only after the Registrant has finalized a successful
acquisition or merger. To date, the Registrant has not engaged nor entered
into any discussions, negotiations, agreements nor understandings regarding
retention of any consultant to assist the Registrant in its search for
business opportunities, nor is management presently in a position to actively
seek or retain any prospective consultants for these purposes.
The Registrant does not intend to restrict its search to any specific
kind of industry or business. The Registrant may investigate and ultimately
acquire a venture that is in its preliminary or development stage, is already
in operation, or in various stages of its corporate existence and development.
Management cannot predict at this time the status or nature of any venture in
which the Registrant may participate. A potential venture might need
additional capital or merely desire to have its shares publicly traded. The
most likely scenario for a possible business arrangement would involve the
acquisition of, or merger with, an operating business that does not need
additional capital, but which merely desires to establish a public trading
market for its shares. Management believes that the Registrant could provide a
potential public vehicle for a private entity interested in becoming a
publicly held corporation without the time and expense typically associated
with an initial public offering.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
<PAGE> 10
other instruments will require management time and attention and will require
the Company to incur costs for payment of accountants, attorneys, and others.
If a decision is made not to participate in or complete the acquisition of a
specific business opportunity, the costs incurred in a related investigation
will not be recoverable. Further, even if agreement is reached for the
participation in a specific business opportunity by way of investment or
otherwise, the failure to consummate the particular transaction may result in
the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to complete the participation in or acquisition of any
future business prospect. There is no assurance that the Company will be able
to acquire an interest in any such prospects, products or opportunities that
may exist or that any activity of the Company, regardless of the completion of
any participation in or the acquisition of any business prospect, will be
profitable.
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 a
merger or acquisition. At the present time the Company does not have the
assets to meet these financial requirements.
At December 31, 1998, the Company had assets of $0 and liabilities
of $17,436. The Company had a working capital deficit at December 31, 1998 of
$(17,436). The Company has only incidental ongoing expenses primarily
associated with maintaining its corporate status and professional fees
associated with accounting and legal costs.
An officer of the Company advanced money to the Company during the year
ending December 31 1998. The advances are bearing interest at a rate of 10%
and have no maturity date. The amount of the advance for expenses in the
quarter ending December 31, 1998 was $2,615. At December 31, 1998, the total
balance of advances from an officer amounted to $11,921.
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. The Company does intend to reimburse its
officers and directors for out of pocket cost.
Results of Operations
- ---------------------
Since discontinuing operations in 1992, the Company has not generated
revenue and it is unlikely that any revenue will be generated until the
Company locates a business opportunity with which to acquire or merge. For
the three month period ended December 31, 1998, the Company has incurred
$6,606 in general and administrative expenses. Since inception, the Company
has an accumulated deficit of $(10,957) after taking into account a $90,231
gain on the divesture of discontinued operations.
<PAGE>
<PAGE> 11
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: February 17, 1999 By/S/Dennis Blomquist, President and
Director
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<ARTICLE> 5
<CIK> 0001065189
<NAME> REXFORD, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,436
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 187,927
<OTHER-SE> (205,363)
<TOTAL-LIABILITY-AND-EQUITY> (17,436)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,606
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,606)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,606)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
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