SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999 Commission File No.
000-24927
FUJI ELECTROCELL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 33-0199082
(State of organization) (I.R.S. Employer Identification No.)
1839 S.E. Port Saint Lucie Blvd., Port Saint Lucie, FL 34952
(Address of principal executive offices)
Registrant's telephone number, including area code (561) 879-9999
Check whether the issuer (1) filed all reports required to be
file by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days. Yes X
There are 1,915,658 shares of common stock outstanding as of May
30, 1999.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements and supplemental data required by this
Item follow the index of financial statements appearing at Item 6
of this Form 10Q-SB.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements
contained in this Statement.
Plan of Operation
The Company's Plan of Operation has not changed since the filing
of its amended Form 10-SB. The description of the current plan of
operation is incorporated by reference to Section 2 of its
amended Form 10-SB filed with the SEC on May 10, 1999.
Competition
The Company is an insignificant participant among firms which
engage in business combinations with, or financing of,
development-stage enterprises. There are many established
management and financial consulting companies and venture capital
firms which have significantly greater financial and personal
resources, technical expertise and experience than the Company.
In view of the Company's limited financial resources and
management availability, the Company will continue to be at
significant competitive disadvantage vis-a-vis the Company's
competitors.
Year 2000 Compliance
The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The Company has assessed these issues as they relate
to the Company, and since the Company currently has no operating
business and does not use any computers, and since it has no
customers, suppliers or other constituents, it does not believe
that there are any material year 2000 issues to disclose in this
report.
Employees
The Company's only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company and its directors have instituted action for a
declaratory judgment concerning a contract with Leann Gibbs, an
individual resident in Ontario, Canada. The Complaint was filed
in the Nineteenth Judicial Circuit Court, in and for St. Lucie
County, Florida, as Case No. 98-736CA03. Ms. Gibbs and the
Company had entered into a contract pursuant to which she would
transfer to the Company her interest in a number of mica mines,
in exchange for stock in the Company. The Company was to then
pursue a business in mining the mica and selling the raw material
to companies that would process it. The agreement with Ms. Gibbs
was never consummated, and the parties, after much discussion,
agreed to withdraw from the agreement. The Company has instituted
the action to declare the agreement void, simply to protect
itself from a later breach of contract action. The parties are
negotiating a settlement of all issues involved.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The Company's common stock underwent a 1:20 reverse split on May
26, 1999, effective on June 7, 1999. This reduced the number of
shares outstanding without changing the authorized common stock.
No reduction in the rights or ownership percentage of the holders
has occurred as a result of the reverse split.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No such matters were submitted during the most recent quarter.
ITEM 5. OTHER INFORMATION
On March 10, 1999, Mr. Steve Hocke resigned as director of the
Company. His vacancy was filled by Mr. Michael J. Lates. Mr.
Lates has a background in the computer industry, and was,
therefore, appointed as Vice President of the Company, charged
with identifying an internet-type private company with which the
Company might enter into a business combination. Mr. Lates was
issued 3,500,000 shares in lieu of compensation. Mr. James Blake,
who has served as treasurer of the Company without compensation,
was issued 1,000,000 shares. Mr. Steve Tierney, the Company's
outside counsel, was issued 1,000,000 shares in payment of legal
services provided by him on the Company's behalf.
On May 26, the Company authorized a 1:20 reverse split of the
common shares. This was done in order to free-up common stock for
use in acquiring or merging with another company. The reverse
split was effective on June 7, 1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
FINANCIAL STATEMENTS
Financial statements for the quarter ended March 31, 1999.
NOTE: These financial statements were prepared prior to the
reverse split of the Company's common stock. The number of shares
contained therein reflect the common stock prior to the reverse
split.
Robert J. Boyer, CPA, PA 11379 N.W. 20th Drive, Coral Springs,
Florida 33071
To the Board of Directors and Stockholders
of: Fuji Electrocell Corporation
(A Development Stage Company)
I have compiled the accompanying balance sheet of Fuji
Electrocell Corporation as of March 31, 1999, and the related
statements of income, retained earnings and cash flows for the
three months then ended in accordance with Statements on
Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the representation of management.
I have not audited or reviewed the accompanying financial
statements and, accordingly I do not express an opinion or any
other form of assurance on them.
/s/ Robert J. Boyer, CPA
Robert J. Boyer, CPA
Coral Springs, FL
May 4, 1999
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<S> <C> <C>
3/31/99 1998
ASSETS
CURRENT ASSETS
Cash $0 $0
TOTAL CURRENT ASSETS $0 $0
PROPERTY AND EQUIPMENT
Fixed Assets $0 $0
TOTAL PROPERTY AND $0 $0
EQUIPMENT
OTHER ASSETS
Other Assets Items $0 $0
TOTAL ASSETS $0 $0
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $20,858 $20,858
TOTAL CURRENT LIABILITIES $20,858 $20,858
LONG-TERM DEBT $0 $0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par $32,806 $32,806
value
authorized 50,000,000
shares issued and
outstanding
32,805,784 shares
Additional Paid In Capital $17,194 $17,194
Deficit Accumulated During ($70,858) ($70,858)
Development Stage
TOTAL STOCKHOLDERS' EQUITY ($20,858) ($20,858)
TOTAL LIABILITIES AND $0 $0
STOCKHOLDERS' EQUITY
</TABLE>
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<S> <C> <C>
Three 1998
months
ended
3/31/99
INCOME
Revenue $0 $0
TOTAL INCOME $0 $0
EXPENSES
General and Administrative $0 $0
TOTAL EXPENSES
NET PROFIT (LOSS) $0 $0
NET PROFIT (LOSS) PER $0.00 $0.00
SHARE
AVERAGE NUMBER OF SHARES 32,805,78 32,805,78
OF COMMON STOCK 4 4
OUTSTANDING
</TABLE>
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY
<TABLE>
<S> <C> <C> <C> <C>
Number of Shares Dollar Amount Paid in Capital Accumula
ted
Deficit
Balance January 32,805,784 $32,806 $17,194 (70,858)
1, 1997
Net Income $0
Year Ended
12/31/97
Balance 12/31/97 32,805,784 $32,806 $17,194 (70,858)
Net Income $0
Year Ended
12/31/98
Balance 12/31/98 32,805,784 $32,806 $17,194 (70,858)
Net Income $0
Three months
Ended 3/31/99
Balance 3/31/99 32,805,784 $32,806 $17,194 (70,858)
</TABLE>
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<S>
<C> <C>
Three months 1998
ended 3/31/99
CASH FLOWS FROM
OPERATIONS
Net (Loss) $0 $0
CASH PROVIDED FROM $0 $0
INVESTING ACTIVITIES
CASH PROVIDED FROM $0 $0
FINANCING ACTIVITIES
Net increase in cash $0 $0
Cash, Beginning of Period $0 $0
Cash, End of Period $0 $0
</TABLE>
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 1999
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND COMPANY HISTORY
The Company was organized in 1988 under the laws of the State of
Nevada. The Company has no operations, has had no significant
operations since January 1, 1996, and under generally accepted
accounting standards is considered a development stage company.
The Company has adopted the accrual method of accounting as its
only accounting policy at this time.
BASIC YEARLY MINIMUM EXPENSES
Even though the Company has had no revenues, there were some
basic expenses throughout the year that had to be paid. These
were paid by some of the Company's management, with no
expectation of being reimbursed, and accordingly no notes payable
from the Company to these managers had been set up on the books
as of December 31, 1998.
GOING CONCERN ISSUES
The Company has no operations, with any future operations not
clearly defined at this time. However, the Company has no
revenues and without revenues or expected revenues in the near
future, the Company is unlikely to be able to continue in
business as a going concern. It is management's plan to continue
to fund the Company's basic yearly requirements personally, with
hopes of obtaining future capital and future business operations.
STOCK STRUCTURE
Future capital funding of the Company can be acquired through
either the issuance of the remaining common stock, or the initial
issuance of the preferred stock authorized by the State of
Nevada.
REGULATORY FILINGS
The Company has filed a 10-SB report with the SEC in 1998, and is
presently preparing a current 10-SB to be filed during the second
quarter of 1999. All required State and Federal filings are
current as of the Balance Sheet date.
LEGAL PROCEEDINGS
The Company is a plaintiff in a legal action regarding a Canadian
Company which has agreed to withdraw from a contract with the
Company. The Company has instituted this action to declare this
agreement void, so that they cannot be later sued for breach of
contract. Legal counsel does not anticipate any adverse action
against the Company as a result of this action.
SIGNIFICANT OWNERSHIP
Of the total amount of shares outstanding, 16,873,914 are owned
by three different individuals and one Securities Trust Company.
Not any of these individually control the Company with more than
50% of the voting power of the Common shares.
EXHIBITS
a) The exhibits, consisting of the Company's Articles of
Incorporation and Bylaws, are attached to the Company's Amended
Form 10-SB, filed on May 10, 1999. These exhibits are
incorporated by reference to that Form.
b) Reports on Form 8-K:
On May 27, 1999, the Company filed a Form 8-K announcing the
resignation of Steve Hocke as director of the Company, and the
appointment of Michael J. Lates to fill his vacancy. The
Company also announced that Mr. Lates was appointed as Vice
President and charged with the task of finding an internet-
type business as an acquisition/merger candidate for the
Company. The Company issued Mr. Lates 3,500,000 common shares,
and also issued 1,000,000 shares each to Mr. James Blake for
his work as the Company's treasurer, and to Mr. Steve Tierney,
the Company's outside legal counsel, as payment for his legal
fees.
On June 3, 1999, the Company filed a Form 8-K announcing a
1:20 reverse split of the Company's common stock. This was
done because the company had very little authorized common
stock that had not been issued. The reverse split reduced the
number of shares outstanding to less than 2 million, allowing
the remaining 48 million authorized shares to be used to
affect an acquisition or merger.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Fuji Electrocell Corporation
By: /s/ Richard J. Oldfield
Richard J. Oldfield, President
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