<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB/A No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to __________
MARCH INDY INTERNATIONAL, INC.
(Name of Small Business Issuer in its Charter)
Nevada 88-0339817
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6767 W. Tropicana Avenue, Suite 207
Las Vegas, Nevada 89103
(Address of principal executive offices)
Registrant's telephone number: (702) 248-1027
Transactional Small Business Disclosure Format
Yes [ ] No [ X ]
<PAGE> 2
ITEM 6. EXHIBITS
(a) The following Financial Statements of March Indy International, Inc.
(a Delaware corporation) are filed herewith:
<TABLE>
<S> <C>
Independent Auditors' Report F-2
Balance Sheets F-3
Statements of Operations F-4
Statements of Shareholders' Equity F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7 - F-8
</TABLE>
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.
March Indy International, Inc., Nevada
Dated: December 27, 1999 By: /s/ Thomas P. Megas
--------------------------------------
Thomas P. Megas, President, CEO & CFO
2
<PAGE> 3
MARCH INDY INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report.......................................... 4
Balance Sheets........................................................ 5
Statements of Operations.............................................. 6
Statements of Shareholders' Equity.................................... 7
Statements of Cash Flows.............................................. 8
Notes to Financial Statements......................................... 9
3
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
March Indy International, Inc.
We have audited the accompanying balance sheets of March Indy
International, Inc. (A Development Stage Company) as of September 30, 1999 and
December 31, 1998, and the related statements of operations, changes in
shareholders' equity and cash flows for the nine months ended September 30,
1999 and from November 24, 1998 (Inception) to December 31, 1998 and from
November 24, 1998 (Inception) to September 30, 1999. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of March Indy International,
Inc., as of September 30, 1999 and December 31, 1998 and the results of its
operations and cash flows for the nine months ended September 30, 1999, November
24, 1998 (Inception) to December 31, 1998 and for the period from inception
November 24, 1998 (Inception) to September 30, 1999 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company incurred losses of
approximately $57,600 for the nine months ended September 30, 1999.
Additionally, the Company had a working capital deficiency of $57,598 at
September 30, 1999. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans with respect to these
matters are also described in Note 2 to the financial statements. The
accompanying financial statements do not include any adjustments that might
result should the Company be unable to continue as a going concern.
/s/ Feldman Sherb Horowitz & Co. P.C.
Certified Public Accountants
December 9, 1999
New York, New York
4
<PAGE> 5
MARCH INDY INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
<S> <C> <C>
CURRENT ASSETS - Cash $ 200 $ 200
EQUIPMENT 330,400 --
INTANGIBLE ASSETS 2,791,428 --
---------- -----
$3,122,028 $ 200
========== =====
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES - Loans payable $ 57,798 $ 198
---------- -----
SHAREHOLDERS' EQUITY:
Common Stock, no par value; 1,500 shares authorized;
1,500 shares and 2 shares issued and outstanding 3,121,830 2
Deficit accumulated in the development state (57,600) --
---------- -----
TOTAL SHAREHOLDERS' EQUITY 3,064,230 2
---------- -----
$3,122,028 $ 200
========== =====
</TABLE>
See notes to financial statements
5
<PAGE> 6
MARCH INDY INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Nine Months Ended November 24, 1998 November 24, 1998
September 30, (Inception) (Inception)
1999 to December 31, 1998 to September 30, 1999
------------------ -------------------- ---------------------
<S> <C> <C> <C>
REVENUES $ -- $ -- $ --
COSTS AND EXPENSES:
General and administrative 57,600 -- 57,600
--------- --------- --------
NET LOSS $ (57,600) $ -- $(57,600)
========= ========= ========
</TABLE>
See notes to financial statements
6
<PAGE> 7
MARCH INDY INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock, No Par Value Deficit Accumulated Total
------------------------------ in the Shareholders'
Shares Amount Development Stage Equity
---------- ---------- -------------------- -------------
<S> <C> <C> <C> <C>
November 24, 1998 (Inception) -- $ -- $ -- $ --
Shares issued for cash 2 2 -- --
------ ---------- --------- ----------
BALANCE, December 31, 1998 2 2 -- 2
Assets contributed by shareholders 1,498 3,121,828 3,121,828
Net loss -- -- (57,600) (57,600)
------ ---------- --------- ----------
BALANCE, September 30, 1999 1,500 $3,121,830 $ (57,600) $3,064,230
====== ========== ========= ==========
</TABLE>
See notes to financial statements
7
<PAGE> 8
MARCH INDY INTERNATIONAL, INC.
(A DEVELOPMENT STATE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended November 24, 1998 November 24, 1998
September 30, (Inception) (Inception)
1999 to December 31, 1998 to September 30, 1999
------------------ -------------------- ---------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (57,600) $ -- $ (57,600)
Changes in assets and liabilities:
Increase in loans payable 57,600 198 57,798
---------- ------- ----------
NET INCREASE IN CASH FLOWS FROM OPERATING ACTIVITIES -- 198 198
CASH - Beginning of period 198 -- --
---------- ------- ----------
CASH - End of period $ 198 $ 198 $ 198
========== ======= ==========
CASH - Beginning of period -- -- --
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
No cash payments were made for income taxes or
interest during each of the above periods
Noncash investing and financing activities
Contribution by shareholders of operating
assets for common stock
Equipment $ 330,400 $ -- $ 330,400
Intangible assets 2,791,428 -- 2,791,428
---------- ------- ----------
$3,121,828 $ -- $3,121,828
========== ======= ==========
</TABLE>
See notes to financial statements
8
<PAGE> 9
MARCH INDY INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
PERIODS ENDED SEPTEMBER 30 1999 AND DECEMBER 31, 1998
1. THE COMPANY
March Indy International, Inc. (the "Company"), was incorporated in
Delaware on November 24, 1998. The Company intends to engage in the
business of designing, building and racing motor cars for formula, cart and
Indy competition both in the United States and abroad. The Company also
plans to develop an internet website in order to merchandise products
related to its racing efforts. March Indy's product merchandising efforts
are intended to be "track" side, on the internet and in major sports
shopping venues. The Company was in the development stage at September 30,
1999.
2. GOING CONCERN
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company incurred a loss
of $57,600 for the nine months ended September 30, 1999. Additionally, the
Company had a working capital deficiency of $57,598 for the nine months
ended September 30, 1999. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans
with respect to these matters include restructuring its existing debt,
raising additional capital through future issuances of stock and debentures
and ultimately developing a viable business. The accompanying financial
statements do not include any adjustments that might be necessary should
the Company be unable to continue as a going concern.
3. SIGNIFICANT ACCOUNTING POLICIES
a. Use of Estimates -- The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and disclosure of contingent
assets and liabilities at the date of the financial statements. Actual
results could differ from these estimates.
b. Income Taxes -- Income taxes are accounted for under Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes",
which is an asset and liability approach that requires the recognition
of deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in the Company's
financial statements or tax returns.
c. Fair Value of Financial Instruments -- The carrying amounts of the
assets and liabilities reported in the balance sheet approximate their
fair market value based on the short-term maturity of these
instruments.
9
<PAGE> 10
4. CONTRIBUTION OF OPERATING ASSETS
On January 7, 1999, Messrs. Voller and Megas controlling,
shareholders, transferred their ownership interests in certain names,
brands, designs and slot rights pertaining to the building and racing of
motor cars in exchange for 1,498 shares of the Company's common stock.
Additionally, the transfer included a two wheeled "Super Bike" capable of
speeds up to 200 miles per hour which is intended to be entered in
competitive racing events. The assets are reflected in the financial
statements at the shareholders' basis which, at September 30, 1999, was as
follows: equipment ("Super-Bike") $330,400; intangibles consisting of
brands, designs and slot rights $2,791,428. Depreciation and amortization
charges will commence when the Company becomes operational.
5. RECAPITALIZATION (REVERSE ACQUISITION)
On November 10, 1999, N.E.C. Properties, Inc. ("NECD"), a public
company, incorporated in Nevada, acquired all of the Company's outstanding
shares in exchange for 7,706,575 shares of NECD common stock. For
accounting purposes, the acquisition has been treated as a recapitalization
of the Company with the Company as the acquirer. The historical financial
statements prior to November 10, 1999 are those of the Company.
The following pro forma condensed balance sheet is presented as if the
acquisition had taken place on September 30, 1999
<TABLE>
<CAPTION>
Historical Pro Forma
---------- ---------
<S> <C> <C>
Assets $ 3,122,028 $ 3,122,028
=========== ===========
Liabilities 57,798 57,798
----------- -----------
Shareholders Equity:
Common Stock 3,121,830 10,999
Additional Paid-In Capital -- 3,110,831
Deficit (57,600) (57,600)
----------- -----------
Total Shareholders' Equity 3,064,230 3,064,230
----------- -----------
$ 3,122,028 $ 3,122,028
=========== ===========
</TABLE>
6. CONVERSION OF LOANS PAYABLE
On December 9, 1999 payables of $102,000, of which $57,600 was due at
September 30, 1999, were converted into 475,000 shares of post-acquisition
common stock.
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1999
<CASH> 200
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 200
<PP&E> 330,400
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,122,028
<CURRENT-LIABILITIES> 57,798
<BONDS> 0
0
0
<COMMON> 3,121,830
<OTHER-SE> (57,600)
<TOTAL-LIABILITY-AND-EQUITY> 3,122,028
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> (57,600)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (57,600)
<INCOME-TAX> 0
<INCOME-CONTINUING> (57,600)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (57,600)
<EPS-BASIC> (28,800)
<EPS-DILUTED> 0
</TABLE>
