U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 000-28083
THE MAJESTIC COMPANIES, LTD.
Exact name of registrant as specified in its charter)
Nevada 88-0293171
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
8880 Rio San Diego Road, 8th Floor, San Diego, California 92108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (619) 209-6077
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
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) been subject to such filing
requirements for the past 90 days. Yes X No .
As of September 30, 2000, the Registrant had 52,061,418
shares of common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET AS OF
SEPTEMBER 30, 2000 3
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999 4
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
AND SEPTEMBER 30, 1999 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 14
ITEM 5. OTHER INFORMATION 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 14
SIGNATURE 14
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCAL STATEMENTS.
THE MAJESTIC COMPANIES, LTD.
CONSOLIDATED BALANCE SHEET (Unaudited)
September 30, 2000
ASSETS
Current Assets:
Cash and Equivalents $ 15,576
Accounts Receivable 195,933
Deposits and Other Prepaid Expenses 877,609
Inventory, at Cost 1,133,334
Total Current Assets 2,222,452
Property and Equipment 311,135
Accumulated Depreciation (77,736)
Net Property and Equipment 233,399
Other Assets 92,289
Amortization (39,240)
Net Other Assets 53,049
Total Assets 2,508,900
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Current Maturities of Long Term Debt $ 359,859
Accounts Payable and Accrued Liabilities 1,203,167
Customer Deposits 794,956
Total Current Liabilities 2,357,992
Long Term Debt, Less Current Maturities 1,121,177
Stockholders' Equity:
Convertible Preferred Stock, Par Value, $.001
per share 2,000,000 shares authorized; none
issued -
Common Stock, Par Value $.001 per Share:
200,000,000 shares authorized,
52,061,418 shares issued at
September 30, 2000 52,061
Additional Paid-In Capital 9,884,168
Stock Subscription Receivable -
Accumulated Deficit (10,906,497)
Shareholders' Equity (970,268)
Total Liabilities and Equity 2,508,900
See Accompanying Notes to financial Statement
THE MAJESTIC COMPANIES
CONSOLIDATED STATEMENTS OF LOSSES
(Unaudited)
Three Months Ended Nine Months Ended
Sept 30 Sept 30
2000 1999 2000 1999
Net Sales 711,637 647,471 2,364,546 2,290,201
Cost of Goods Sold 726,609 497,670 2,214,008 2,072,429
Gross Profit (14,972) 149,801 150,538 217,772
Research and
Development 9,326 76,014 90,245 198,043
Sales and Marketing 38,395 60,331 91,571 165,993
General and
Administrative 1,653,056 736,222 3,906,622 1,959,840
Depreciation &
Amortization 34,320 10,230 71,841 27,242
Operating Loss (1,750,069) (732,996) (4,009,741) (2,133,346)
Interest Expense 17,178 11,516 62,196 23,979
(Loss) Before
Income Tax (1,767,247) (744,512) (4,071,937) (2,157,325)
Income Tax
Expense - - - -
Net (Loss) (1,767,247) (744,512) (4,071,937) (2,157,325)
Loss Per
Common Share
(Basic and
Assuming
Dilution) (0.03) (0.03) (0.12) (0.09)
Weighted
Average
Common 51,301,397 26,424,551 35,230,355 24,366,373
See Accompanying Notes to Unaudited Financial Statement
THE MAJESTIC COMPANIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Three Months
Ended Ended
Sept 30, 2000 Sept 30, 1999
Increase (Decrease) in Cash and
Equivalents
Cash Flows from Operating Activities:
Net Loss for the Period (4,071,937) (2,157,325)
Adjustments to Reconcile Net (Loss) to
Net Cash Provided By Operating Activities:
Common Stock Issued in Connection with
Services Rendered 3,189,705 314,727
Depreciation and Amortization 71,841 27,242
(Increase) Decrease in:
Accounts Receivables (126,751) (28,886)
Prepaid Expenses and Other (822,961) (12,050)
Inventory (633,759) 952,584
Increase(Decrease) in:
Accounts Payable and Accrued Expenses,net 4,113 111,278
Customers Deposits 508,781 (871,271)
Net Cash Used in Operating Activities (1,880,968) (1,663,700)
Cash Flows from Investing Activities:
Capital Expenditures, Net of Disposals (8,044) (130,874)
Net Cash Used in Investing Activities (8,044) (130,874)
Cash Flows from Financing Activities:
Proceeds from Sale of Common Stock, Net
of Costs - 1,328,275
Proceeds from Loans 3,188,022 286,680
Repayments of Loans, Net (1,288,404) (52,239)
Net Cash, Provided by Financing
Activities 1,899,618 1,562,716
Net Increase (Decrease) in Cash and
Equivalents 10,606 (231,858)
Cash and Equivalents at Beginning of
Year 4,970 305,639
Cash and Equivalents at End of Year 15,576 73,781
Supplemental Disclosures of Cash Flow
Information:
Cash Paid During the Year for Interest 62,196 23,979
Common Stock Issued for Services 3,189,705 314,727
Common Stock Issued for Capital
Expenditures - 286,084
Notes Incurred for Capital Assets
Financing 86,276
Noncash Financing Activities:
Issuance of Common Stock In Exchange
for Debt 1,146,525 -
See Accompanying Notes to Unaudited Financial Statement
THE MAJESTIC COMPANIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - SUMMARY OF ACCOUNTING POLICIES
General
The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-QSB,
and therefore, do not include all the information necessary for a
fair presentation of financial position, results of operations
and cash flows in conformity with generally accepted accounting
principles.
In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three
month and nine month period ended September 30, 2000 are not
necessarily indicative of the results that may be expected for
the year ended December 31, 2000. The unaudited condensed
consolidated financial statements should be read in conjunction
with the consolidated financial statements and footnotes thereto
included in the Registrant's December 31, 1999 Annual Report on
Form 10-KSB.
Basis of Presentation
The consolidated financial statements include the accounts of the
Registrant, and its wholly-owned subsidiaries, Majestic Modular
Buildings, Ltd., Majestic Financial, Ltd., and Majestic
Transportation, Ltd. Significant intercompany transactions have
been eliminated in consolidation.
Segment Information
During 2000 and 1999, the Registrant operated in three reportable
segments: Majestic Modular, Majestic Financial and Majestic
Transportation. The Registrant's three reportable segments are
managed separately based on fundamental differences in their
operations. Majestic Modular develops, manufactures and markets
re-locatable modular classrooms, offices, office buildings,
telephone equipment bunkers and modular structures. Majestic
Modular's customers are primarily in the State of California.
Majestic Financial originates and services modular building
leases. Majestic Financial's customers are primarily in the State
of California.
Majestic Transportation is developing and marketing a proprietary
passenger restraint system for the school bus industry. While
Majestic Transportation is in the developmental stage and has not
reported sales from its inception, the Registrant believes its
products will be sold to customers throughout North America.
Segment operating income is total segment revenue reduced by
operating expenses identifiable with that business segment.
Corporate includes general corporate administrative costs.
The Registrant evaluates performance and allocates resources
based upon operating income. The accounting policies of the
reportable segments are the same as those described in the
summary of accounting policies. There are no inter-segment
sales.
THE MAJESTIC COMPANIES, LTD.
INDUSTRY SEGMENTS
(Unaudited)
Three Months Ended Nine Months Ended
Sept 30 Sept 30
2000 1999 2000 1999
Net Sales to
External Customers
Modular Buildings $ 640,376 $ 554,910 $ 2,271,367 $2,172,325
Leases 70,038 90,025 90,113 113,725
Transportation - - - -
All Other 1,224 2,536 3,067 4,151
Total Sales to External
Customers 711,637 647,471 2,364,546 2,290,201
Segment Operating Income
Modular Buildings (308,399) (352,987) (806,436) (904,943)
Leases (143,372) 70,804 (132,119) 60,953
Transportation (101,594) (57,621) (189,097) (214,710)
All Other - - - -
Total Segment Operating
(Loss) (553,365) (339,804) (1,127,652) (1,058,700)
2000 1999
Sept 30 Dec 31
Segment Assets
Modular Buildings $1,613,599 1,694,915
Leases - 99,754
Transportation 54,208 6,348
All Other - -
Total Segment Assets $1,667,807 $1,801,017
Operating Income
Total Segment
Operating In (553,365) (339,804) (1,127,652) (1,058,701)
Unallocated Corporate
(Expense) (1,213,879) (404,708) (2,944,284) (1,098,624)
Total Consolidated
Operating (Loss) (1,767,244) (744,511) (4,071,937) (2,157,324)
2000 1999
Sept 30 Dec 31
Assets
Total Segment Assets 1,667,807 1,801,017
Corporate Assets Not Assigned to
Operating Units 841,093 244,206
Total Consolidated
Assets 2,508,900 2,045,223
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the
Registrant's Consolidated Financial Statements and Notes thereto,
included elsewhere within this Form 10-QSB.
Description of Registrant.
The Registrant is a holding company that operates a group of
wholly-owned subsidiaries involved in the manufacture and
distribution of re-locatable modular buildings, the acquisition
and lease of modular buildings and the development and marketing
of a school bus safety restraint device known as the SAFE-T-BART.
A complete description of the subsidiaries is included in the
Registrant's December 31, 1999 Annual Report on Form 10-KSB.
Results Of Operations.
(a) Nine Months Ended September 30, 2000 and 1999.
(1) Net Sales. Net sales for the nine months ended
September 30, 2000 were $2,364,546, a three-percent increase from
$2,290,201 for the same period in 1999. The modular division
accounted for $2,271,367 of the sales for the first nine months
in 2000 and, for $2,172,325 in sales for the same period in 1999.
Lease of modular units generated revenues of $30,113 as of
September 30, 2000 while the sale of the leasing division's
fourteen unit modular fleet provided $60,000 for a combined total
of, $90,113. The leasing division will continue to generate
lease revenue from pre-sold revenue streams terminating in 2002.
(2) Cost of Sales. Cost of sales increased by seven
percent to $2,214,008 through September 30, 2000 from $2,072,429
in the same period 1999. Cost of goods sold were comprised of the
modular division operations, $2,001,922, and, cost of sales from
the leasing division, $212,087, for the sale of its fourteen unit
modular fleet for the period ending September 30, 2000.
(3) Research and Development. Research and Development
expenses decreased from $198,043 for the nine month period ending
September 30, 1999 to $90,245 in the same period of 2000, a
decrease of fifty-four percent. The decrease is reflective of
product development in the transportation division with emphasis
being placed more on its marketing at this point.
(4) Selling and Marketing. Selling and marketing expenses
decreased forty-five percent from $165,993, for the nine months
ending September 30, 1999, to $91,571, for the same period in
2000. This continued to be a result of a reduction in corporate
and modular selling and marketing expenses with a steady emphasis
being placed in transportation selling and marketing activities
for the first nine months in the year 2000.
(5) General and Administrative. General and Administrative
expenses increased ninety-nine percent to $3,906,622 for the nine
month period ending September 30, 2000, from $1,959,840 for the
same period in 1999. This increase was largely attributable to
$3,189,705 in corporate consulting fees paid in shares through
the period ending September 30, 2000.
(6) Other Expenses. Other expenses for depreciation
increased to $71,841 for the nine-month period ending September
30, 2000 from $27,242 for the same period ending in 1999.
Interest expense increased nearly three-fold from $23,979 for the
period ending September 30, 1999 to $62,196 for the same period
in 2000. The increase is reflective of the Registrant's costs
associated with proceeds from debt financing throughout 1999 and
2000.
(b) Three Months Ended September 30, 2000 and 1999.
(1) Net Sales. Net sales for the nine months ended September
30, 2000 were $711,637, a ten percent increase from $647,741 in
the same period in 1999. The increase in 2000 is attributed to
the equivalent of three additional modular units, shipped and
delivered in the second quarter. The modular division accounted
for $640,376 of third quarter sales. Lease of modular units
generated revenues of $10,038, and, the one time sale of a
fourteen unit modular lease fleet produced an additional $60,000
during the third quarter of 2000. The leasing division will
nonetheless continue to post pre-paid lease revenues throughout
future periods in which they can be recognized.
(2) Cost of Sales. Cost of Sales increased nearly forty-six
percent from $497,670 for the three months ending September 30,
1999 to $726,609 for the same period in 2000. Total cost of
sales is primarily a result of third quarter modular sales in
2000. However, the leasing division comprised $212,087 of the
total period increase with the sale of a fourteen unit modular
fleet.
(3) Research and Development. Research and Development expenses
decreased eighty-eight percent from $76,014 for the three months
ended September 30, 1999 to $9,326 for the same period ended in
2000. The costs, all incurred by the transportation division, is
reflective of reduced consulting fees related to ongoing
development projects and emphasis placed on marketing of
transportation division products.
(4) Selling and Marketing. Selling and marketing expense
decreased thirty-six percent from $60,331 for the three-month
period ending September 30, 1999, to $38,395, for the same period
in 2000. Selling and marketing expenses for third quarter in
2000 have largely been focused on sales and marketing activity in
the transportation and modular divisions.
(5) General and Administrative. General and Administrative
expenses increased over two-fold to $1,653,056 for the three
month period ending September 30, 2000, from $736,222 for the
same period in 1999. The increase consists largely of corporate
consulting fees paid in shares for the same period ending
September 30, 2000.
(6) Other Expenses. Other expenses for depreciation increased
to $34,320 for the three-month period ending September 30, 2000
from $10,230 for the same period 1999. Interest expense
increased to $17,178 for the three-months ended September 30,2000
from $11,516 for the same period in 1999. The increase is
representative of the Registrant's acquisition of debt financing
in 1999 and 2000.
Liquidity And Capital Resources.
As of September 30, 2000, the Company had a working capital
deficit of $135,540 compared to a deficit of $1,457,573 at
December 31, 1999, a decrease in working capital deficit of
$1,322,033. The increase in working capital was substantially
due to the Company increasing inventories, accounts receivable,
and prepaid expenses as of September 30, 2000. As a result of
the Registrant's operating losses during the first nine months
ended September 30, 2000, the Registrant generated cash flow
deficits of $1,880,968 from operating activities. The Registrant
invested $8,044 in the acquisition of plant equipment during the
first nine months of 2000. The Registrant met its cash
requirements during the first nine months of 2000 by drawing on a
credit line of $2,695,320 of debt secured by the Registrant's
assets. In addition, during the first nine months of 2000, the
Registrant repaid $1,288,404 of previously borrowed funds.
During the quarter ended June 30, 2000 the Registrant issued a
$520,000, four-percent convertible debenture. The convertible
debenture holder receives an interest rate of four-percent
annually on the outstanding debenture face amount with the
debenture due in 2005. The Registrant netted $443,000 in proceeds
after $25,000 in legal fees and $52,000 in broker commissions.
The funds were used for working capital purposes. During the
quarter ended September 30, 2000 the Registrant activated a
$2,000,000 equity line of credit, a second part of this funding,
that is also to be backed by four-percent convertible debentures.
The line of credit is structured whereby the Registrant can
request advances from the investor in exchange for four-percent
convertible debentures that are convertible into the Registrant's
common stock. The exchange rate for this conversion will be
equal to eighty-percent of the average closing bid price for any
four of the five trading days immediately preceding the date of
conversion. While the Registrant has raised capital to meet its
working capital and financing needs in the past, additional
financing is required in order to meet the Registrant's current
and projected cash flow deficits from operations. As previously
mentioned the Registrant has obtained financing in the form of
equity in order to provide the necessary working capital. The
Registrant currently has no other commitments for financing.
There are no assurances the Registrant will be successful in
raising the funds required.
The Registrant has issued shares of its common stock from time to
time in the past to satisfy certain obligations, and expects in
the future to also acquire certain services, satisfy indebtedness
and/or make acquisitions utilizing authorized shares of the
capital stock of the Registrant. Subsequent to the period ending
September 30, 2000, the Registrant has granted 2,950,000 options
to employees under an authorized Employee Stock Option Plan.
Year 2000 Issue.
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using the year
2000 date is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000 issue
may be experienced after January 1, 2000, and if not addressed,
the impact on operations and financial reporting may range from
minor errors to significant system failure which could affect the
Registrant's ability to conduct normal business operations. This
creates potential risk for all companies, even if their own
computer systems are Year 2000 compliant. It is not possible to
be certain that all aspects of the Year 2000 issue affecting the
Registrant, including those related to the efforts of customers,
suppliers, or other third parties, will be fully resolved.
The Registrant currently believes that its systems are Year 2000
compliant in all material respects. Although management is not
aware of any material operational issues or costs associated with
preparing its internal systems for the Year 2000, the Registrant
may experience serious unanticipated negative consequences (such
as significant downtime for one or more of its suppliers) or
material costs caused by undetected errors or defects in the
technology used in its internal systems. Furthermore, the
purchasing patterns of consumers may be affected by Year 2000
issues. The Registrant does not currently have any information
about the Year 2000 status of its potential material suppliers.
The Registrant's Year 2000 plans are based on management's best
estimates.
Forward Looking Statements.
The foregoing Management's Discussion and Analysis contains
"forward looking statements" within the meaning of Rule 175 of
the Securities Act of 1933, as amended, and Rule 3b-6 of the
Securities Act of 1934, as amended, including statements
regarding, among other items, the Registrant's business
strategies, continued growth in the Registrant's markets,
projections, and anticipated trends in the Registrant's business
and the industry in which it operates. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and
similar expressions identify forward-looking statements. These
forward-looking statements are based largely on the Registrant's
expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the Registrant's
control. Actual events may differ materially from those
anticipated in the forward-looking statements. Important risks
that may cause such a difference include: general domestic and
international economic business conditions, increased competition
in the Registrant's markets and products. Other factors may
include availability and terms of capital, and/or increases in
operating and supply costs. Market acceptance of existing and
new products, rapid technological changes, availability of
qualified personnel also could be factors. Changes in the
Registrant's business strategies and development plans, and
changes in government regulation could adversely affect the
Registrant. Although the Registrant believes that the
assumptions underlying the forward-looking statements contained
herein are reasonable, any of the assumptions could be
inaccurate. There can be no assurance that the forward-looking
statements included in this filing will prove to be accurate. In
light of the significant uncertainties inherent in the forward-
looking statements included herein, the inclusion of such
information should not be regarded as a representation by the
Registrant that its objectives and expectations will be achieved.
The Registrant disclaims any intent or obligation to update
"forward looking statements."
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Registrant is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Registrant has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Sales of Unregistered Securities.
The Registrant made the following sales of unregistered
securities during the three month period ended on September 30,
2000:
In September 2000, the Registrant issued a total of 300,000
restricted warrants to two investor relations companies in
connection with services to be provided by these firms to the
Registrant. These warrants are exercisable at $0.20 per share
for a period of one year from the date of issuance; from this
date to present, these warrants have been out-of-the-money.
Use of Proceeds.
On June 8, 2000, the Registrant closed on a private placement
funding with investors represented by May Davis Group, Inc., a
registered investment banking firm. The Registrant issued
$520,000 principal amount, 4% coupon convertible debentures due
in 2005. These debentures were placed with a total of 11
investors, all of which are accredited. This firm received a
placement fee and certain warrants in connection with these
transactions. The convertible debentures have the specific
terms and conditions as set out under Management Discussion and
Analysis of Financial Condition and Results of Operations.
On July 24, 2000, the Registrant filed a Form SB-2 with the SEC
under Rule 415 (self offering) to register an aggregate amount of
120,000,000 shares of common stock (aggregate offering price of
$18,600,000 under Rule 457(c)). This offering is to be used
primarily for consulting services and acquisitions by the
Registrant, and commenced on the effective date of this
registration statement (August 23, 2000 - File No. 333-42130).
However, 6,000,000 shares of common stock under this offering
were used for the registration of shares underlying the
debentures sold (as set forth above). A portion of these
debentures has now been converted into free trading common stock
of the Registrant under this Form SB-2. The Registrant has not
realized any cash proceeds to date in connection with issuances
under this Form SB-2.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During July 2000, the Registrant sought and obtained the written
consent of a majority of its issued and outstanding common stock
for an increase in the authorized common stock of the Registrant
in its Articles of Incorporation from 50,000,000 to 200,000,000.
An Information Statement pursuant to Rule 14c-2 under the
Securities Exchange Act of 1934, filed with the Securities and
Exchange Commission on August 3, 2000, was provided to the
holders of record at the close of business on July 1, 2000 of the
Registrant's outstanding common from whom a consent for this
action was not solicited on behalf of the Registrant
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Reports on Form 8-K. No reports on Form 8-K were filed
during the three month period covered this Form 10-QSB.
(b) Exhibits. Exhibits included or incorporated by
reference herein: See Exhibit Index.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
The Majestic Companies, Ltd.
Dated: November 8, 2000 By: /s/ Francis A. Zubrowski
Francis A. Zubrowski, President
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger between Skytex International,
Inc., and The Majestic Companies, Ltd., dated October 8, 1998
(incorporated by reference to Exhibit 8.1 to the Form 10-SB/A
filed on February 8, 2000).
2.2 First Amendment to Agreement and Plan of Merger between
Skytex International, Inc., and The Majestic Companies, Ltd.,
dated December 10,1998 (incorporated by reference to Exhibit 8.2 to the
Form 10-SB/A filed on February 8, 2000).
2.3 Articles of Merger of Domestic and Foreign Corporations into Skytex
International, Inc., dated November 3, 1998 (incorporated by
Referenced to Exhibit 8.4 to the Form 10/SBA filed on
February 8, 2000).
2.4 State of Delaware Certificate of Merger of Domestic Corporation and
Foreign Corporation, dated December 16, 1998 (incorporated by
reference to Exhibit 8.3 to the Form 10-SB/A filed on February 8,
2000).
3.1 Articles of Incorporation of , including all amendments
thereto (incorporated by reference to Exhibit 2.1 to the Form 10-
SB/A filed on February 8, 2000).
3.2 Amended and Restated Bylaws (incorporated by reference
to Exhibit 2.2 to the Form 10-SB/A filed on February 8, 2000).
4 Warrants to purchase 100,000 shares of the Registrant,
owned by Margaret C. Hubard expiring August 27, 2001 and executed
on August 27, 1999 (incorporated by reference to Exhibit 6.16 to
the Form 10-SB/A filed on February 8, 2000).
4.1 Warrants to purchase 100,000 shares of the Registrant,
owned by Margaret C. Hubard expiring August 27, 2001 and executed
on August 27, 1999 (incorporated by reference to Exhibit 6.16 to
the Form 10-SB/A filed on February 8, 2000).
4.2 Form of Securities Purchase Agreement between the Registrant
and investors (incorporated by reference to Exhibit 4.2 to the
Form SB-2 filed on July 24, 2000).
4.3 Form of Subordinated Convertible Debenture issued by the
Registrant to investors (incorporated by reference to Exhibit 4.4
to the Form SB-2 filed on July 24, 2000).
4.4 Form of Subordinated Convertible Debenture issued by the
Registrant to GMF Holdings (incorporated by reference to Exhibit
4.4 to the Form SB-2 filed on July 24, 2000).
4.5 Form of Registration Rights Agreement between the Registrant
and investors (incorporated by reference to Exhibit 4.5 to the
Form SB-2 filed on July 24, 2000).
4.6 Warrant to Purchase Common Stock issued by the Registrant to
May Davis Group, Inc. and its designees (incorporated by
reference to Exhibit 4.6 to the Form SB-2 filed on July 24, 2000).
4.7 Line of Credit Agreement between the Registrant, May Davis
Group, Inc., and GMF Holdings, dated June 8, 2000 (incorporated
by reference to Exhibit 4.7 to the Form SB-2 filed on July 24, 2000).
10.1 Office Lease between Majestic Motor Car Company, Ltd.
and Mission Valley Business Center LLC, dated December 31, 1997
(incorporated by reference to Exhibit 6.1 to the Form 10-SB/A
filed on February 8, 2000).
10.2 Patent License Agreement between Majestic Motor Car Company,
Ltd. and Adrian P. Corbett, dated February 20, 1998 (incorporated
by reference to Exhibit 6.12 to the Form 10-SB/A filed on
February 8, 2000).
10.3 License Agreement dated April 22, 1998, between
Majestic Modular Buildings, Ltd., Steven D. Rosenthal, and Cal-
American Building Company, Inc., dated April 22, 1998
(incorporated by reference to Exhibit 6.8 to the Form 10-SB/A
filed on February 8, 2000).
10.4 Real Property Lease between Majestic Modular Buildings,
Ltd. and Berberian Farms, dated May 1, 1998 (incorporated by
reference to Exhibit 6.2 to the Form 10-SB/A filed on February 8,2000)
10.5 Promissory Note payable from Skytex International, Inc.
to Mei Wah Company, Inc., dated October 1, 1998 (incorporated by
reference to Exhibit 6.13 to the Form 10-SB/A filed on February
8, 2000).
10.6 Employment Agreement between the Registrant and Francis
A. Zubrowski, dated November 1, 1998 (incorporated by reference
to Exhibit 6.5 to the Form 10-SB/A filed on February 8, 2000).
10.7 Assignment by Mei Wah Company, Inc. Note of $260,000 to
Gail E. Bostwick, dated April 8, 1999 (incorporated by reference
to Exhibit 6.6 to the Form 10-SB/A filed on February 8, 2000).
10.8 Security Agreement between the Registrant and Gail E.
Bostwick, dated May 21, 1999 (incorporated by reference to
Exhibit 6.7 to the Form 10-SB/A filed on February 8, 2000).
10.9 Agreement for a Funding Source between Majestic Modular
Buildings, Ltd. and Rick Griffey, dated May 21, 1999
(incorporated by reference to Exhibit 6.11 to the Form 10-SB/A
filed on February 8, 2000).
10.10 Consulting Agreement between The Majestic Companies,
Ltd. and Venture Consultants, LLC, dated May 28, 1999
(incorporated by reference to Exhibit 6.14 to the Form 10-SB/A
filed on February 8, 2000).
10.11 Equipment Lease between Majestic Modular
Buildings, Ltd. and Saddleback Financial, dated August 10, 1999
(incorporated by reference to Exhibit 6.3 to the Form 10-SB/A
filed on February 8, 2000).
10.12 Disbursement Agreement between The Majestic Companies,
Ltd., Majestic Transportation Products, Ltd., and Margaret C.
Hubard, dated August 26, 1999 (incorporated by reference to
Exhibit 6.18 to the Form 10-SB/A filed on February 8, 2000).
10.13 Security Agreement between The Majestic Companies,
Ltd., Majestic Transportation Products, Ltd., and Margaret C.
Hubard, August 26, 1999 (incorporated by reference to Exhibit
6.17 to the Form 10-SB/A filed on February 8, 2000)
10.14 Promissory Note payable to Margaret C. Hubard by
the Registrant and Majestic Transportation Products, Ltd., dated
August 27, 1999 (incorporated by reference to Exhibit 6.9 to the
Form 10-SB/A filed on February 8, 2000).
10.15 Lease/Purchase Agreement between the Registrant
and A-Z Bus Sales, Inc., dated August 31, 1999 (incorporated by
reference to Exhibit 6.4 to the Form 10-SB/A filed on February 8,
2000).
10.16 Investment Banking Services Agreement between the
Registrant and NC Capital Markets, Inc. dated September 29, 1999
(incorporated by reference to Exhibit 6.15 to the Form 10-SB/A
filed on February 8, 2000).
10.17 Promissory Note between the Registrant and Francis A.
Zubrowski, dated October 20, 1999 (incorporated by reference to
Exhibit 6.19 to the Form 10-SB/A filed on February 8, 2000).
10.18 Consulting Services Agreement between the Registrant
and Richard Nuthmann, dated February 5, 2000 (incorporated by
reference to Exhibit 10.18 of the Form 10-QSB filed on May 15, 2000).
10.19 Consulting Services Agreement between the Registrant
and Robert Schuster, dated February 8, 2000 (incorporated by
reference to Exhibit 10.19 of the Form 10-QSB filed on May 15, 2000).
10.20 Consulting Services Agreement between the Registrant
and Dominic Migliorini, dated February 15, 2000 (incorporated by
reference to Exhibit 10.20 of the Form 10-QSB filed on May 15, 2000).
10.21 Escrow Agreement between the Registrant, May Davis
Group, Inc., and First Union National Bank, dated June 8, 2000
(incorporated by reference to Exhibit 10.21 to the Form SB-2
filed on July 24, 2000).
10.22 Placement Agency Agreement between the Registrant and
May Davis Group, Inc., dated June 10, 2000 (incorporated by
reference to Exhibit 10.22 to the Form SB-2 filed on July 24, 2000).
10.23 Escrow Agreement between the Registrant, May Davis
Group, Inc., and First Union National Bank, dated June 8, 2000
(incorporated by reference to Exhibit 10.23 to the Form SB-2
filed on July 24, 2000).
21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 to the Form SB-2 filed on July 24, 2000).
27 Financial Data Schedule (see below).
