<PAGE> 1
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1O-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended December 31, 1999.
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 No.0-28621
Mighty Mack USA, Ltd.
(Exact Name of Small Business Issuer as specified in its charter)
Colorado 84-1378045
--------------- -------------------------
(State or other (IRS Employer File Number)
Jurisdiction of
Incorporation)
1700 West Government, Suite 102
Brandon, Mississippi 39042
---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(601) 825-2220
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) had 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. Yes X No
--- ---
The number of shares outstanding of Registrant's common stock, no par value per
share, as of December 31, 1999 were 16,400,262 common shares.
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
ITEM I. Financial Statements
See attached financial statements
<PAGE> 3
MIGHTY MACK USA, LTD
FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999
(UNAUDITED)
<PAGE> 4
MIGHTY MACK USA, LTD.
Balance Sheet
December 31, 1999
(Unaudited)
<TABLE>
<S> <C>
ASSETS:
Cash $ 972
Accounts Receivable --
Escrow Account 392
Employee Advances 1,400
Inventory 4,662,000
------------
CURRENT ASSETS 4,664,764
PROPERTY/EQUIPMENT
Transportation, net of Depreciation $200 11,800
Buildings/Homes, net of Depreciation $6,105 974,000
Furniture/Fixtures, net of Depreciation $1,997 53,922
Office Equipment, net of Depreciation $591 16,591
Plant Equipment, net of Depreciation $24,398 590,109
------------
TOTAL PROPERTY/EQUIPMENT 1,646,422
OTHER ASSETS
Trade Names, Patent, net of Amortization $625 99,375
------------
TOTAL OTHER ASSETS 99,375
------------
TOTAL ASSETS $ 6,410,561
============
LIABILITIES/STOCKHOLDERS' EQUITY
Accounts Payable 69,362
Accrued Expenses 89,054
Debentures Payable (10% convertible) 691,000
Notes Payable 3,018,236
Royalty Fee Payable 3,000,000
------------
TOTAL CURRENT LIABILITIES 6,867,652
STOCKHOLDERS' EQUITY
Preferred Stock, Class A, 5,000,000 shares authorized,
no par value, none outstanding
Common Stock, 50,000,000 shares authorized,
no par value, issued and outstanding 16,400,262 507,015
Retained Deficit (964,106)
------------
TOTAL STOCKHOLDERS' EQUITY (457,091)
------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 6,410,561
============
</TABLE>
The accompanying notes are an integral part of the financial statements
<PAGE> 5
MIGHTY MACK USA, LTD.
Stockholder's Equity
December 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
RETAINED TOTAL
PREFERRED STOCK COMMON STOCK EARNINGS/ STOCKHOLDERS'
DESCRIPTION SHARES AMOUNT SHARES AMOUNT (DEFICIT) EQUITY
---------- ---------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE - JUNE 30, 1998 335,000 $ 3,350 2,400,000 $ 2,000 $ (5,350) $ --
Cancellation and Issuance (335,000) (3,350) 14,000,262 505,015 -- 501,665
of Stock for Acquisition
Net Loss June 30, 1999 -- -- -- -- (260,192) (260,192)
---------- ---------- ---------- ---------- ---------- ----------
Balance - June 30, 1999 -- -- 16,400,262 507,015 (265,542) 241,473
Net Loss December 31, 1999 -- -- -- -- (698,564) (698,564)
---------- ---------- ---------- ---------- ---------- ----------
BALANCE - DECEMBER 31, 1999 -- $ -- 16,400,262 $ 507,015 $ (964,106) $ (457,091)
========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements
<PAGE> 6
MIGHTY MACK USA, LTD
Statement of Operations
For the Six Months Ended December 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
REVENUES: AMOUNT
------------
<S> <C>
Product Sales $ 18,364
Other Income 3,100
------------
TOTAL REVENUES 21,464
Cost of Goods Sold (3,925)
------------
GROSS MARGIN $ 17,539
------------
OPERATING EXPENSES
Interest Expense 25,810
Operating Costs 416,389
General & Administrative 273,904
------------
TOTAL OPERATING EXPENSES 716,103
------------
NET LOSS $ (698,564)
============
LOSS PER SHARE $ (0.04)
============
WEIGHTED AVERAGE SHARES OUTSTANDING 16,400,262
============
</TABLE>
The accompanying notes are an integral part of the financial statements
<PAGE> 7
MIGHTY MACK USA, LTD
Statement of Cash Flow
For the Six Months Ended December 31, 1999
(Unaudited)
<TABLE>
CASH FLOW FROM OPERATING ACTIVITIES
<S> <C>
Net Income (Loss) $(698,564)
Reconciliation of Net Income (Loss) to Net Cash
Provided by (Used In) Operating Activities
Depreciation and Amortization 33,916
(Increase) Decrease In:
Accounts Receivable (276)
Increase (Decrease) In:
Accounts Payable 1,018
Accrued Expenses 56,168
---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (607,738)
CASH FLOWS USED FOR INVESTING ACTIVITIES
Investment in Property & Equipment (199,684)
---------
NET CASH PROVIDED BY INVESTING ACTIVITIES (199,684)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Notes Payable 117,394
Debentures Payable 691,000
---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 808,394
NET INCREASE IN CASH AND CASH EQUIVALENTS 972
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD --
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 972
=========
SUPPLEMENTAL DISCLOSURE
CASH PAID DURING THE YEAR FOR:
Interest --
Income Taxes --
</TABLE>
The accompanying notes are an integral part of the financial statements
<PAGE> 8
MIGHTY MACK USA, LTD
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
For the Six Months Ended December 31, 1999
NOTE 1 - ORGANIZATION AND PRESENTATION:
Organization:
On July 19, 1996, Oxford Financial Holdings, Ltd. (the Company) was
incorporated under the laws of Colorado to engage in all aspects of
business consulting and information retrieval. Mighty Mack USA, LTD was
incorporated in the state of Mississippi on November 9, 1998. Mighty Mack
USA, LTD, a Mississippi Company, and Oxford Financial Holdings, LTD., a
Colorado corporation, merged on June 15, 1999. The merger was treated as
a reverse acquisition for accounting purposes with Mighty Mack USA, LTD.
as the acquirer and Oxford Financial Holdings, LTD as the acquiree based
upon Mighty Mack USA, LTD then current officers and directors assuming
management control of the resulting entity and the value and ownership
interest being received by current Mighty Mack USA, LTD. stockholders
exceeding that received by Oxford Financial Holdings, LTD stockholders.
The Company changed its name to Mighty Mack USA, LTD.
The Mississippi Corporation, Mighty Mack exchanged 53,022,950 shares or
100% of its common stock for 14,000,000 shares of common stock in the
Company. The Company may be issuing 1,600,000 additional shares to
various consultants as part of the transaction. Also the Company canceled
the 335,000 shares of preferred stock that was outstanding leaving no
shares of preferred stock outstanding after the consummation of the
merger.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
These financial statements are presented on the accrual method of
accounting in accordance with generally accepted accounting principles.
Significant principles followed by the Company and the methods of
applying those principles, which materially affect the determination of
financial position and cash flows, are summarized below:
DESCRIPTION OF BUSINESS
Mighty Mack USA, LTD markets, manufactures & wholesales HydroCarbon
Absorbents & Environmental Remediation Products. The Company develops
marketing and distribution outlets for its' products through established
retail and wholesale distributors through out the country.
REVENUE RECOGNITION
Product Sales are sales of bag and bulk product manufactured by the
company. Revenue is recognized at the time of sale.
INVENTORY
Inventory at December 31, 1999 by major classification is:
<TABLE>
<S> <C>
Raw Materials and Work-in-Process $4,176,020
Finished Goods $ 485,980
----------
Total Inventory $4,662,000
==========
</TABLE>
<PAGE> 9
MIGHTY MACK USA, LTD
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
For the Six Months Ended December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments, purchased
with an original maturity of three months or less, to be cash
equivalents.
ACCOUNTING FOR IMPAIRMENTS IN LONG-LIVED ASSETS:
Long-lived assets and identifiable intangibles are reviewed for
impairment whenever events or changes in circumstances indicate that
the carrying amounts of assets may not be recoverable. Management
periodically evaluates the carrying value and the economic useful life
of its long-lived assets based on the Company's operating performance
and the expected future undiscounted cash flows and will adjust the
carrying amount of assets which may not be recoverable. Management
believes that long-lived assets in the balance sheet are appropriately
valued.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. The cost of ordinary
maintenance and repairs is charged to operations while renewals and
replacements are capitalized. Depreciation is computed on the
straight-line method over the following estimated useful lives:
<TABLE>
<S> <C>
Furniture and fixtures 7 years
Computer equipment and software 3- years
Plant equipment 5 year
Buildings 40 years
</TABLE>
FEDERAL INCOME TAX:
The Company accounts for income taxes under SFAS No. 109, which
requires the asset and liability approach to accounting for income
taxes. Under this approach, deferred income taxes are determined based
upon differences between the financial statement and tax bases of the
Company's assets and liabilities and operating loss carryforwards using
enacted tax rates in effect for the years in which the differences are
expected to reverse. Deferred tax assets are recognized if it is more
likely than not that the future tax benefit will be realized.
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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ
from those estimates.
TRADE NAMES AND PATENTS
The Company has valued its trade names and patents at $100,000. These
items are being amortized over a forty-year period.
<PAGE> 10
MIGHTY MACK USA, LTD
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
For the Six Months Ended December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments include cash, cash equivalents and
notes payable. Estimates of fair value of these instruments are as
follows:
Cash and cash equivalents - The carrying amount of cash and
cash equivalents approximates fair value due to the relatively
short maturity of these instruments.
Notes payable - The carrying amount of the Company's notes
payable approximate fair value based on borrowing rates
currently available to the Company for borrowings with
comparable terms and conditions.
NOTE 3 - PROPERTY AND EQUIPMENT:
Property and equipment consist of the following as of December 31,
1999.
<TABLE>
<S> <C>
Land $ 105,000
Furniture and fixtures 55,919
Computer equipment and software 17,182
Plant equipment 614,507
Transportation 12,000
------------
Building 875,105
------------
Subtotal 1,679,713
Less: Accumulated depreciation (33,291)
------------
$ 1,646,422
============
</TABLE>
NOTE 4 - INCOME TAXES
Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus
deferred taxes related primarily to differences between the recorded
book basis and tax basis of assets and liabilities for financial and
income tax reporting. The deferred tax assets and liabilities represent
the future tax return consequences of those differences, which will
either be taxable or deductible when the assets and liabilities are
recovered or settled. Deferred taxes are also recognized for operating
losses that are available to offset future taxable income and tax
credits that are available to offset federal income taxes. Due to the
Company's net operating loss there are no income taxes currently due.
Also, there were no material differences between recorded book basis
and tax basis at September 30, 1999.
The Company follows Financial Accounting Standards Board Statement No.
109, "Accounting for Income Taxes" (SFAS #109), which requires, among
other things, an asset and liability approach to calculating deferred
income taxes. As of December 31, 1999, the Company has a net operating
loss carry forward of $964,106 which has been fully reserved through a
valuation allowance.
<PAGE> 11
MIGHTY MACK USA, LTD
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
For the Six Months Ended December 31, 1999
NOTE 4 - INCOME TAXES (CONT.)
As of December 31, 1999, the Company had a net operating loss carry forward for
federal income tax purposes approximately equal to the accumulated deficit
recognized for book purposes, which will be available to reduce future taxable
income. The full realization of the tax benefit associated with the carry
forward depends predominantly upon the Company's ability to generate taxable
income during the carry forward period. Because of the current uncertainty of
realizing such tax assets in the future, a valuation allowance has been recorded
equal to the amount of the net deferred tax asset, which caused the Company's
effective tax rate to differ from the statutory income tax rate. The net
operating loss carry forward, if not utilized, will begin to expire in the year
2013.
NOTE 5 - NOTES PAYABLE
Notes payable consist of the following at December 31, 1999:
<TABLE>
<S> <C>
Note - Robert C. Furrer, Officer & Director, at 8% annual interest rate. $ 242,311
Note - Martin F. Schneider, Officer & Director, at 8% annual interest rate. $ 250,100
Note - Product Services Co., Inc. for assets purchase agreement
at 8% annual interest rate, remaining balance $2,525,825
----------
$3,018,236
==========
</TABLE>
NOTE 6 - PRODUCT AND ASSET PURCHASE AGREEMENT
The Company entered into an agreement on February 1, 1999 to acquire
substantially all of the products of Product Services Co., Inc. a
Mississippi Corporation and Theodore Dickerson. This purchase also
includes the real estate items of a storage plant and land at Valley
Park, Mississippi. This purchase includes certain intellectual property
assets made up of patents, trademarks, trade names and security
interests. This purchase agreement is for $6,000,000 made up of
$3,000,000 due up front and $3,000,000 due as a royalty payment
comprised of three percent of the wholesale price of product up to a
maximum of $3,000,000. The total balance of the royalty payment is due
and payable by January 31, 2002 no matter whether the sales have
occurred or not.
NOTE 7 - REALIZATION OF ASSETS
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. However, the Company
has sustained a substantial operation loss this year. As shown in the
financial statements, the Company incurred a net loss of $964,106. At
December 31, 1999, current liabilities exceed current assets by
$2,202,888. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets,
or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
In view of these matters, realization of a major portion of the assets
in the accompanying balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the
Company's ability to meet its financial requirements, and the success
of its future operations. Management believes that actions presently
being taken to revise the Company's operating and financial
requirements provide the opportunity for the Company to continue as a
going concern.
<PAGE> 12
MIGHTY MACK USA, LTD
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
For the Six Months Ended December 31, 1999
NOTE 8 - RELATED PARTY TRANSACTION
The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company is formulating
a policy for the resolution of such conflicts.
NOTE 9 - DEBENTURES
In December, 1999 the Company sold $691,000 worth of 10% Convertible
Debentures for $25,000 per Debenture. All of the Debentures were issued
in accordance with the exemption from registration afforded by Sections
4(2) and 4(6) of the Securities Act of 1933, as amended and Rule 506
thereunder.
ITEM 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations.
Forward-Looking Statements
The following discussion contains our forward-looking statements,
including, but not limited to, our business, prospects and results of operations
that are subject to certain risks and uncertainties posed by many factors and
events that could cause our actual business, prospects and results of operations
to differ materially from those that may be anticipated by such forward-looking
statements. Factors that may affect such forward-looking statements include,
without limitation: our ability to successfully develop new products for new
markets; the impact of competition on our revenues, changes in law or regulatory
requirements that adversely affect or preclude customers from using our products
for certain applications; delays our introduction of new products or services;
and our failure to keep pace with emerging technologies.
When used in this discussion, words such as "believes", "anticipates",
"expects", "intends" and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. We undertake no obligation to revise any forward-looking statements in
order to reflect events or circumstances that may subsequently arise. Readers
are urged to carefully review and consider the various disclosures made by us in
this report and other reports filed with the Securities and Exchange Commission
that attempt to advise interested parties of the risks and factors that may
affect our business.
Results of Operations
With the acquisition of the Mississippi Corporation, we began
generating revenues from our operations. As of the six months ended December 31,
1999, we had revenues of $21,464. We had total revenues for the fiscal year
ended June 30, 1999 of $4,736. Our total operating expenses for the six months
ended December 31, 1999 were $716,103. Our total operating expenses for the
fiscal year ended June 30, 1999 were $263,754. We had a net loss of $698,564,
compared to a net loss of $260,192 for the fiscal year end. The loss for the six
months ended December 31, 1999 was $0.04 per share, compared to a loss for the
fiscal year ended June 30, 1999 of $0.10 per share.
We continue to negotiate the acquisition of all of the rights and
assets under the Purchase and Sale Agreement. Once this is complete, we believe
that the revenues from operations will grow during the remaining fiscal year as
we implement our business plan. However, if we are unable to complete the
Purchase and Sale Agreement, our future operations may be seriously impaired. In
any case, we believe that we will not be
<PAGE> 13
profitable during the current fiscal year. Our primary focus for this fiscal
year will be to complete the acquisition under the Purchase and Sale Agreement
and to build brand name recognition and product loyalty.
Liquidity and Capital Resources
As of the end of the fiscal year, we had no cash or cash equivalents.
As of the six month period ended December 31, 1999, we had cash or cash
equivalents of $972. There was no significant change in working capital during
the six month period. In August 1999, we completed a private placement and
raised $691,000 and received loans from two of our affiliates of $117,394, all
of which was used to fund our operations.
We believe that we still have inadequate working capital to pursue all
of our planned activities other than to internally expand the operations. We
plan to raise additional capital during the coming fiscal year.
We do not intend to pay dividends in the foreseeable future.
PART II- OTHER INFORMATION
ITEM 1. Legal Proceedings
Our subsidiary, Mighty Mack USA, Ltd., a private Mississippi
Corporation, was recently named a defendant in a lawsuit commenced in Louisiana
by Alpha Distributing Company, Inc. The lawsuit claims breach of contract
concerning certain sales and distribution rights of the Mississippi company's
products, which rights were set forth in a written contract. The case has been
continued without a date for further proceedings. This case was pending in the
22nd Judicial District Court, Parish of St. Tammany, State of Louisiana.
Otherwise, we know of no legal proceedings of a material nature pending
or threatened or judgments entered against any director or officer of our
Company in his/her capacity as such.
ITEM 2. Changes in Securities and Use of Proceeds.
In September, 1999, we sold $691,000 worth of 10% Convertible
Debentures for $25,000 per Debenture to various entities. We used the proceeds
to fund our operations and for working capital. All of the Debentures were
issued in accordance with the exemption from registration afforded by Sections
4(2) and 4(6) of the Securities Act of 1933, as amended and Rule 506 thereunder.
All of the investors are considered to be sophisticated and/or accredited
investors because of their previous investment experience and access to
information on us necessary to make an informed investment decision.
ITEM 3. Defaults upon Senior Securities. None.
ITEM 4. Submission of Matters to a Vote of Security Holders. None
ITEM 5. Other Information. None.
<PAGE> 14
ITEM 6. Exhibits and Reports on Form 8-K.
Exhibit No. 27.1- Financial Data Schedule
No reports on Form 8-K were filed as of the most recent fiscal
quarter.
SIGNATURES
In accordance with 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.
Mighty Mack USA, Ltd.
Dated: 2/10/00 By: /s/ MARTIN F. SCHNEIDER
-------------------- --------------------------
Martin F. Schneider
Chief Financial Officer
<PAGE> 15
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 972
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 4,662,000
<CURRENT-ASSETS> 4,664,764
<PP&E> 1,679,713
<DEPRECIATION> 33,291
<TOTAL-ASSETS> 6,410,561
<CURRENT-LIABILITIES> 6,867,652
<BONDS> 0
0
0
<COMMON> 507,015
<OTHER-SE> (964,106)
<TOTAL-LIABILITY-AND-EQUITY> 6,410,561
<SALES> 18,364
<TOTAL-REVENUES> 21,464
<CGS> (3,925)
<TOTAL-COSTS> 3,925
<OTHER-EXPENSES> 690,293
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,810
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (698,564)
<EPS-BASIC> (.04)
<EPS-DILUTED> 16,400,262
</TABLE>
