<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Act of
1934
For Period Ended March 31, 2000
----------------------------------------------------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Act of
1934
For the transition period from to
-------------------------- -------------------
Commission File Number 0-22965
----------------------------------------------------------
FREEDOM GOLF CORPORATION formerly Auric Enterprised, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Nevada 91-1950699
------------------------ ---------------------------
(State of Incorporation) (I.R.S. Employer ID Number)
7334 S. Alton Way, Bldg. 14-A Englewood, CO 80112
---------------------------------------- ---------------------
(Address of principle executive offices) (city) (State) (zip)
</TABLE>
(303) 221-0331
--------------------------------------------------------------------------------
Registrant's telephone number including area code
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
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 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.
[X] YES [ ] NO
Transitional Small Business Disclosure format (check one)
[ ] YES [X] NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest date: 12,643,206
<PAGE> 2
FREEDOM GOLF CORPORATION
BALANCE SHEET
MARCH 31, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS
Cash $ 2,698
Accounts receivable - trade, net of
allowance for doubtful accounts of $2,281 1,141
Inventory 105,653
Prepaid expenses 48,774
-------------------
Total current assets 158,266
-------------------
Property and equipment, at cost, net of
accumulated depreciation of $5,623 7,405
Deposit 2,000
Patents, net of accumulated amortization of $11,111 88,888
-------------------
Total assets $ 256,559
===================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable - bank $ 18,709
Notes payable - other 172,046
Accounts payable - trade 13,182
Advances from officers 10,810
Accrued salaries 268,500
Accrued expenses 14,842
-------------------
Total current liabilities 498,089
-------------------
STOCKHOLDERS' EQUITY
Common stock, $.001 value, 50,000,000 shares
authorized 12,643,206 issued and outstanding 12,643
Paid in capital 2,313,537
Unearned services (201,389)
Accumulated deficit (2,366,321)
-------------------
Total stockholders' equity (241,530)
-------------------
Total liabilities and stockholders' equity $ 256,559
===================
</TABLE>
<PAGE> 3
FREEDOM GOLF CORPORATION
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Three Month Period Ended Six Month Period Ended
------------------------------------ ---------------------------------
March 31, 2000 March 31, 1999 March 31, 2000 March 31, 1999
----------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Sales - net $ 26,883 $ 24,470 $ 36,682 $ 48,421
Cost of sales (17,528) (14,320) (23,065) (19,982)
----------------- --------------- -------------- ---------------
Gross profit 9,355 10,150 13,617 28,439
----------------- --------------- -------------- ---------------
Selling, general and administrative expenses 906,696 60,651 994,508 135,975
----------------- --------------- -------------- ---------------
Loss from operations (897,341) (50,501) (980,891) (121,018)
Other income and (expense)
Interest expense (11,054) (5,089) (13,651) (9,954)
Interest income 17 - 66 16
----------------- --------------- -------------- ---------------
Net (loss) $(908,378) $(55,590) $ (994,476) $ (117,474)
================= =============== ============== ===============
Basic and fully diluted
(loss) per share: $ (.07) $ (.01) $ .08) $ (.02)
================= =============== ============== ===============
Weighted average shares outstanding 12,503,206 6,796,100 11,990,206 6,685,516
================= =============== ============== ===============
</TABLE>
<PAGE> 4
FREEDOM GOLF CORPORATION
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Six Month Period Ended
------------------------------------------------------
March 31, 2000 March 31, 1999
-------------------------- ------------------------
<S> <C> <C>
Net loss $ (994,476) $ (117,474)
-------------------------- ------------------------
Adjustments to reconcile net loss to
net cash provided by operating activities
Common stock issued for services 807,500 -
Depreciation and amortization 4,187 4,080
Changes in assets and liabilities:
Increase in accounts receivable (8,120) (12,279)
(Increase) decrease in inventory (57,468) (18,711)
Increase in prepaid expenses and deposits (18,250) -
(Decrease) in accounts payable (34,368) (2,790)
Increase in accrued salaries 36,000 45,000
Increase (decrease) in accrued expenses 8,750 425
-------------------------- ------------------------
Total adjustments (238,231) 21,769
-------------------------- ------------------------
Net cash provided by (used in)
operating activities (256,245) (101,749)
-------------------------- ------------------------
Cash flow from investing activities:
Purchase of equipment (1,088) (892)
-------------------------- ------------------------
Net cash used by investing activities (1,088) (892)
-------------------------- ------------------------
Cash flow from financing activities:
Common stock sold for cash 230,600 98,500
Proceeds from notes payable 98,070 12,000
Payment on notes payable (68,885) (7,744)
-------------------------- ------------------------
Net cash provided by financing activities 259,785 102,756
-------------------------- ------------------------
Increase in cash 2,452 115
Cash and cash equivalents,
beginning of period 246 -
-------------------------- ------------------------
Cash and cash equivalents,
end of period $ 2,698 $ 115
========================== ========================
</TABLE>
<PAGE> 5
FREEDOM GOLF CORPORATION
STATEMENT OF CASH FLOWS, CONTINUED
<TABLE>
<CAPTION>
Six Month Period Ended
------------------------------------------------------
March 31, 2000 March 31, 1999
-------------------------- ------------------------
<S> <C> <C>
Supplemental schedule of noncash investing and
financing activities
Issuance of 50,000 shares of common stock for services $ 47,500 $ -
Issuance of 800,000 shares of common stock as part
of merger $ 760,000 $ -
</TABLE>
<PAGE> 6
FREEDOM GOLF CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions incorporated in Regulation 10-SB of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments and accruals) considered necessary for a fair
presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. The accompanying
financial statements should be read in conjunction with the Company's annual
financial statements for the period.
Basic loss per share was computed using the weighted average number of common
shares outstanding.
The Company was incorporated as Auric Enterprises (Auric) in Nevada in October
1998. On December 10, 1999, the stockholders' of the Company approved a merger
with Freedom Golf Corporation (Freedom), a Colorado corporation. Under the terms
of the agreement, each common share of Freedom will receive a share of Auric
common stock. This transaction was accounted for as a reverse acquisition,
whereby the financial statements of Freedom will continue carry forward. In
conjunction with the transaction, Auric changed its name to Freedom. Freedom is
a golf club manufacturer specializing in custom built woods and irons.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Statements used in this discussion that relate to future plans, events,
financial results or performance are forward-looking statements as defined under
the Private Securities Litigation Reform Act of 1995. Such statements are
subject to certain risks and uncertainties which could cause actual results to
differ materially from those anticipated. Readers are cautioned not to place
undue reliance on these forward-looking statements which speak only as of the
date hereof. The Company undertakes no obligation to republish revised
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. Readers also are
urged to carefully review and consider the various disclosures made by the
Company which describe certain factors which affect the Company's business,
including the disclosures made under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Certain Factors
Affecting Freedom Golf Corporation" below, as well as the Company's other
periodic reports on Forms 10-K and 10-Q and Current Reports on Form 8-K filed
with the Securities and Exchange Commission.
<PAGE> 7
FREEDOM GOLF CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
Readers also should be aware that while the Company communicates with securities
analysts, the Company has a policy against issuing or confirming financial
forecasts or projections issued by others. Accordingly, to the extent that
reports issued by securities analysts contain any projections, forecasts or
opinions, such reports are not the responsibility of the Company, and
stockholders should not assume that the Company agrees with any statement or
report issued by any analyst.
CERTAIN FACTORS AFFECTING FREEDOM GOLF CORPORATION
RESTRUCTURING
In the first quarter of 2000, the Company went through a merger agreement with
Auric Enterprises, Inc. Since Auric Enterprises was a publicly traded company,
Freedom was the surviving company. Immediately upon the closing of the merger
Auric Enterprises, Inc.
agreed to a name change to Freedom Golf Corporation and a symbol change to FGLC.
SALES; GROSS MARGIN; SEASONALITY
During the three-month period ending March 31, 2000, the Company's Gross Profit
was about 92% of what it had been during the same period in 1999. The Company
believes that this decrease was due to several reasons. One, the President/CEO
who has handled all negotiations for the Company, was also the lone salesman for
the Company. The Company was also having problems getting their contracted
Marketing Company to upgrade the webpage and come up with new and unique print
material for dissemination. Because of ongoing problems with the Marketing
Company, the Company has had to expend considerable time and effort to interview
new Marketing Companies. The Company did hire a new Marketing Company but
understands it will require much more additional time and effort to bring the
new Marketing Company to a full understanding of Company and its products. The
hiring of Key personnel in the Sales and Operations Department of the Company
did not take place in the second quarter of fiscal year 2000, but will hopefully
take place in the third quarter of fiscal year 2000, but if it does not happen,
the lack of qualified personnel to assist in building the Company could do
further damage to the revenue stream of the Company.
NEW PRODUCT INTRODUCTION
The Company believes that the introduction of new, innovative golf equipment is
imperative to is future success. Even though the Company faces certain risks
with such bold moves, Management deems it necessary to introduce new and unique
products such as the Freedom 345 Fairway Wood. The 345 Fairway Wood is a
combination 3, 4 and 5 fairway wood combined into one club.
<PAGE> 8
FREEDOM GOLF CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
Company understands that new designs and changes from the traditional line of
golf clubs may be met with consumer rejection. It is also possible that cloning
of the 345 Fairway Wood may occur and possibly have an adverse effect on the
Company's revenues. The Company plans its manufacturing capacity based upon the
forecasted demand for its products. Actual demand for such product may exceed or
be less than forecasted demand. If the Company is unable to produce sufficient
quantities of this new product in time to fulfill actual demand, especially
during the Company's hopefully busy third and fourth quarters, it could limit
the Company's sales and adversely affects its financial performance.
Trends and Uncertainties. Demand for the Company's products will be dependent
on, among other things, market acceptance for the Company's concept, its
operations and general economic conditions that are cyclical in nature. Inasmuch
as a major portion of the Company's activities will be the receipt of revenues
from the sales of its products, the Company's business operations, may be
adversely affected by the Company's inability to obtain the necessary financing,
competitors and prolonged recessionary periods.
Capital and Source of Liquidity. The Company requires substantial capital in
order to meet its ongoing corporate obligations and in order to continue and
expand its current and strategic business plan. Initial working capital has been
obtained by private sale of common stock. The company has received $170,000 from
the exercise of warrants through the date of this report. These funds will be
used for inventory, repay debt and provide working capital. The Company needs to
have adequate capital to market its products.
Results of Operations. Net sales increased from $24,470 in 1999 to $26,883 in
2000. This increase is minimal due to a lack of funds for advertising and
promotion of the Company's products. It is the Company's intent to development
advertising for both the television and print media. It is expected that once
funds become available that advertising expenditures will significantly
increase.
Selling and general administrative expenses increased by $846,045 as compared to
1999. $86,045 of the increase is due to higher legal and accounting fees
incurred in connection with the acquisition of Freedom as well as the addition
of two employees and the Freedom Golf School. The additional $760,000 was paid
in the way of restricted stock (no cash) and was necessary to complete the
merger agreement with Auric Enterprises, Inc.
<PAGE> 9
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
<PAGE> 10
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.
Freedom Golf Corporation
(Registrant)
Date: June 5, 2000
By: /s/ Gaylen P. Johnson
---------------------------------------
Gaylen P. Johnson
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
