<PAGE>
FORM 10-Q
COMPLETE WITH
EXHIBITS
SECURITIES AND EXCHANGE COMMISSIONS
Washington, DC 20559
______________________________________________________________________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended SEPTEMBER 30, 1995
AND
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 2-41015
______________________________________________________________________________
LBU, INC.
(Exact name of Registrant as specified in its charter)
formerly New Century Media, Ltd.
______________________________________________________________________________
Nevada 62-1203301
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
310 PATERSON PLANK ROAD, CARLSTADT, NJ 07072
(Address of executive offices) (zip code)
Registrant's telephone number, including are code: (201)933-2800
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
YES [ ] NO [X] (Indicate by check mark whether the Registrant (1) has filed
all report required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the proceeding 12 months (or for such shorter period
the Registrant was required to file such report(s) and (2) has been subject to
such filing requirements for the past 90 days.)
as of September 30, 1995, the number of shares outstanding of the Registrant's
Common Stock was 1,227,500.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
The unaudited financial statements as of September 30, 1995 and results of
operations for the nine months then ended are attached to this report as exhibit
A and all incorporated herein by references.
ITEM 2. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Net sales for the quarter ended September 30, 1995 were $930,952 which was
approximately 60% of net sales for the quarter ended June 30, 1995. This was
due to a decline in retail sales, which has been historically cyclical with
nature.
In order to reduce the cyclical nature of its retail sales and to maximize the
use of its production capacity, the Company has been developing the promotional
and premium markets. The promotional/premium division of the business has been
the fastest growing part of the company. It addresses the need of companies
seeking to enhance brand awareness and customer loyalty.
The Company incurred a loss in the quarter ending September 30, 1995 of $64,907.
This loss is due in part to a decrease in sales, as previously discussed. In
addition the Company had increases in travel and advertising expenses in
connection with its efforts to enter new markets.
The Company moved its headquarters and manufacturing facilities to a 30,000
square foot complex located at 310 Paterson Plank Road, Carlstadt, New Jersey.
The new complex was leased by the Company for a period of ten years with options
to renew. In addition to actual moving expenses the Company suffered a loss of
$19,932 from the sale and/or abandonment of equipment and leasehold improvement
in its former facility.
2
<PAGE>
In July, 1995 the Company entered into a financial consulting contract with a
certain group of financial service companies. Under the terms of the contract,
the financial services group were to provide certain tasks related to the
financial needs of the Company. As compensation for these services, valued at
$60,000 by the parties in the contract, the Company issued 6,000,000 shares of
.01 par value (300,000 post stock split shares) to the financial services group.
For accounting purposes, the issuance of the shares was recorded at the market
value of the common stock issued which was $540,000. The expense was deducted
from additional paid in capital as a cost of raising equity capital.
The Company filed the necessary information with the United States Securities
and Exchange Commission to issue these shares without restrictions as to their
tradability in the public market place.
Subsequently, the Company concluded that the services under the agreement were
not being performed by the financial consulting group. It was of legal opinion
that the filings were inappropriate and therefore should be rescinded. The
Company subsequently demanded the return of the shares. The financial services
group refused to accede to the Company demands. The Company therefore instructed
its stock transfer agent to stop any transfer of stock who's origin came from
the financial services contract and to confiscate any shares received from this
issue. As of September 30, 1996 the Company has confiscated 204,250 shares of
the 300,000 shares originally issued.
The financial services group responded by filing suit against the Company on
April 17, 1996 in the Eighth Judicial District Court, Las Vegas, Nevada. The
company has responded answers to the allegations and intends to vigorously
defend the actions that have been taken.
LIQUIDITY AND CAPITAL RESOURCES
The company's sales growth, profits and its borrowing capacity has been hindered
due to the current level of capital resources available in the Company. Until
additional capital is invested in the Company, it will continue to incur high
interest expense and large fluctuations in its liquidity. Company management is
investigating various alternatives in attracting capital for the Company.
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
On April 17, 1996 the registered agent of the Company was served with a
complaint arising from the financial services contract entered into by the
company on July, 24, 1995. The lawsuit was filed in the Eighth District Court,
Las Vegas, Nevada. The plaintiff's are Glenneyre Capital Corporation,
Poiminandres Financial Corporation and HJS Financial Services, Inc. The suit
alleges the Company committed breach of contract and other causes of action
against the plaintiffs in connection with the financial services contract and
the securities issued to the plaintiffs pursuant thereto. The Company believes
the action it has taken in canceling said shares is appropriate under the
circumstances and intends to defend itself in the lawsuit. The initial complaint
has been answered by the Company denying all allegations of any wrong doing.
3
<PAGE>
ITEM 2: CHANGE IN SECURITIES
The Company issued 6,000,000 of its .01 par value shares common stock as
payments for services valued at $60,000 pursuant to a financial services
consulting contract entered into July 24, 1995. Please refer to the management
discussions and analysis of financial condition and results of operations
section of this report for a complete description of this transactions.
On August 7, 1995 the Company approved a reverse split of common shares of one
(1) shares for every twenty (20) shares held, provided that no shareholder will
be reduced below ten (10) shares. Prior to the reverse split, the Company had
24,550,000 shares issued and outstanding, the Company had 1,227,500 shares of
common stock outstanding.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4: SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
A special shareholders meeting was held on August 7, 1995 to consider the
following proposal:
Authorize the Board of Directors to effectuate a 20 to 1 reverse split
of the common stock of LBU, Inc. in its discretion, at any time within one year.
The proposal was voted upon and passed by a majority of the common shareholder
present and by proxy.
ITEM 5: OTHER INFORMATION
MANAGEMENT AND OFFICERS
Mr. Steve Mayer resigned as an officer and director in September, 1995. Mr.
Mayer's resignation was not due to any disagreement with the management of the
Company or its policies.
Mr. Fred King was elected to the Board of Directors to serve until the next
meeting of shareholders. Mr. King has been employed as a Sales Manager for the
Company since 1994. He has 25 years experience in sales and management.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8K
FORM 8K DATED AUGUST 8, 1995 ATTACHED
HERETO. AND INCLUDED HEREIN BY REFERENCE
4
<PAGE>
EXHIBIT INDEX
EXHIBIT 8 K-1 FORM 8K, AUGUST 8, 1995
EXHIBIT F-2 FINANCIAL STATEMENT, SEPTEMBER 30, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Form 10-Q Report for the quarter ended September 30, 1995 has been signed
below by the following person on behalf of the Registrant and in the capacity
and on the date indicated.
DATE:_______________________
LBU, INC.
A NEVADA CORPORATION
by
______________________ ________________________
JEFFREY MAYER FRED KING
President/Director Director
5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 8, 1995
LBU, INC.
(Exact mane of Registrant as specified in its charter)
formerly
NEW CENTURY MEDIA LTD.
AGRI-QUEST MINING, INC.
Commission File Number: 2-41015
Nevada 62-1203301
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
219 Broadway Suite 261, Lagoon Beach, CA 92651
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 494-7106
6
<PAGE>
ITEM 1. CHANGE OF CONTROL OF REGISTRANT
None
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
None
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNT
None
ITEM 5. OTHER EVENTS
REVERSE SPLIT: On August 7, 1995 the Issuer held a Special
Shareholders Meeting duly called on Notice to all shareholders entitled to vote,
to Consider and Vote upon a proposal to authorize the Board of Directors, in its
discretion to reverse split the common stock of the Corporation 1 share for
every existing 20 shares; provided that no shareholder shall be reduced to less
then ten shares. The proposal was adopted by affirmative vote of more then 95%
of all shareholders. Thereafter the Board of Directors met and empowered and
directed the Officers to effectuate the reverse split. the result of these
actions was to reduce the previous 18,550,000 shares of common stock to 927,500
shares.
AUDITED FINANCIAL STATEMENTS: Provided as Exhibit F-94 hereto is the
Issuer's Independent Auditor's Report and Audited Financial Statements, as of
December 31, 1994 and 1993. Please be aware that those Financial Statements
refer to periods of time before the reorganization of the Issuer on March 24,
1995. Please refer to the Annual report on Form 10-K, for the year ending
December 31, 1994, and the Quarterly Reports on Form 10-Q, for the first and
second quarters of 1995, for more current albeit Unaudited financial
information.
ITEM 6. CHANGES OF REGISTRANT,S DIRECTORS
Before the Special Meeting of Shareholders, Larry Roman had retired as
Director and Steve Mayer had been appointed Director. Mr. Roman remains an
affiliate shareholder. No dispute or disagreement as to any matter has been
reported by Mr. Roman in connection with his resignation. Please refer to the
Quarterly Report on Form 10-Q for the Quarter ending June 30, 1995, at page 4
thereof, for Security Ownership of Management's and Affiliates for further
information.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Form 8-K Report has been signed below by the following person on behalf of
the Registrant and in the capacity and on the date indicated.
August 8, 1995
LBU, INC.
A NEVADA CORPORATION
by
/S/
___________________
William Stocker
General Counsel
8
<PAGE>
LBU, Inc.
Balance Sheet
September 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash and cash equivalents $ 15,484
Accounts receivable, less allowance for doubtful accounts
of $ 41,3000 (Note 2) 199,171
Inventories 558,870
Prepaid expenses and other current assets $ 27,444
---------
Total current assets 800,969
---------
Property and equipment, at cost, (less accumulated depreciation and
amortization of $50,488) 153,251
Other assets 38,782
---------
Total assets $ 993,002
=========
LIABILITIES AND STOCK HOLDERS' EQUITY
Current liabilities:
Accounts payable $ 441,181
Accrued expenses 125,894
---------
Total current liabilities $ 567,075
---------
Stockholder's equity (Note 1)
Common stock, $.001 per value:
Authorized, 50,000,000 shares
Issued and outstanding, 1,227,500 shares 1,228
Additional paid-in capital 577,279
Accumulated deficit (152,580)
---------
Total stockholder's equity 425,927
---------
Total liabilities and stockholder's equity $ 993,002
=========
</TABLE>
See accompanying notes.
9
<PAGE>
LBU, Inc.
Statements of Operations
For the Nine Months
Ended September 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1995
<S> <C>
Net sales $3,332,196
Costs of Sales 1,966,030
----------
Gross profit $1,366,166
Shipping and selling expenses $ 587,098
General and administrative expenses 594,178
Interest expense 41,570
----------
Income from operations. $ 143,320
==========
Net Income per share $ 0 .12
Number of shares outstanding. $1,227,500
=========
</TABLE>
See accompanying notes
10
<PAGE>
LBU, Inc.
Statements of Cash Flows
For the Nine Months
Ended September 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1995
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 143,320
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 25,525
Changes in operating assets and liabilities:
(Increased) Decrease in:
Accounts receivable (155,449)
Inventories (137,997)
Other current assets 24,863
Increase (Decrease) in:
Accounts payable 102,754
Accrued expenses 29,260
---------
Net cash flows provided by operating activities 32,276
---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (125,262)
Increase in other non current assets (38,782)
---------
Net cash flows used in investing activities (164,044)
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan receivable - officer 15,383
Repayment of loans payable (55,000)
Proceeds from Sale of Common Stock 125,000
---------
Net cash flows provided by financing activities 85,383
---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (46,385)
---------
Cash and cash equivalents - beginning of period 61,869
---------
Cash and cash equivalents - end of period $ 15, 484
=========
SUPPLEMENTAL DISCLOSURES:
Schedule of Non-Cash Investing and Financing Transactions
Financial services agreement incurred in exchange for stock (Note 1) 540,000
Cash paid during the period for:
Interest $ 41,570
</TABLE>
See accompanying notes.
11
<PAGE>
LBU, Inc.
Statement of Stockholder's Equity
September 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
SHARES OF COMMON ACCUMULATED ADDITIONAL
COMMON STOCK STOCK PAID IN CAPITAL
------------- -------- --------- ------------
<S> <C> <C> <C> <C>
Balance at December 31, 1994 2,050,000 $ 2,050 $ 634,364 (636,414)
Recapitulation pursuant
to a plan of reorganization 4,000,000 4,000 (186,867) 340,514
Capital Investment 12,500,000 12,500 112,500
Issued for
Financial services agreement 6,000,000 6,000 534,000
Charge to Additional Paid
in Capital For Capital Cost (540,000)
Effects of reverse stock
split of 20 to 1, (23,322,500) (23,322) 23,322
Net income for the nine
months ended September
30, 1995 143,320
-----------
Balance, September 30, 1995 1,227,500 $ 1,228 $ 577,279 $(152,580)
========== ========== ========= ===========
</TABLE>
12
<PAGE>
LBU, Inc.
Notes to Financial Statements
September 30, 1995
(Unaudited)
1. SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATIONS
LBU, Inc., a Nevada corporation, is the survivor of a reverse acquisition of
LBU, Inc. (a Delaware corporation) and New Century Media, Ltd. (a Nevada
corporation). Under a plan of reorganization approved March 24,1995, New
Century Media, Ltd. acquired all of the assets, business and outstanding stock
of LBU, Inc. in return for its common stock. Subsequently, the name of New
Century Media, Ltd. was changed to LBU, Inc.
New Century Media, Ltd. was incorporated in Nevada in 1994. It merged with
Agri-Quest Mining, Inc. (formerly Halcyon Data Management, Inc., Galaxy Group,
Inc., Quest International Equities, Inc.) which was incorporated in Delaware in
1970 and had a public stock offering in 1971. New Century Media, Ltd./ Agri-
Quest Mining, Inc. had been dormant for approximately 2 years prior to approval
of the plan of reorganization with LBU, Inc.
In July, LBU, Inc. was incorporated in Delaware in 1993. Laundry Bags Unlimited,
Inc. (a New York corporation) was merged into LBU, Inc., in 1993. The Company
manufacturers and markets textile products including laundry bags, back packs,
water bottle bags, garment bags and a variety of customized specialty bags to
wholesale and retail clients. It has been actively engaged in business since
inception.
2. STOCKHOLDER'S EQUITY
In July LBU, Inc. entered into an agreement with three financial consulting
firms to provide a variety of financial services for the Company. The agreement
valued the services at $60,000 and the company issued 6,000,000 (pre stock
split) shares of its $ .01 per value common stock as payment. For accounting
purposes, the Company valued the issuance of common stock at a market value of
$540,000. Additional paid in capital was then charged with the $540,000 as a
cost of raising capital.
On August 7, 1995 the Company effected a reverse stock split of its outstanding
common stock. The reverse split was 1 for 20. The result of this action
reduced the outstanding common stock from 24,550,000 shares to 1,227,500 shares.
13
<PAGE>
LBU, Inc
Notes to Financial Statements
September 30, 1995
(Unaudited)
1 SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVENTORIES
For the period ended September 30, 1995, the gross profit method was used to
determine ending inventory. At year-end, inventories are stated at the lower of
cost or market and is determined using the first-in, first-out method.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and are depreciated on a straight-
line basis over their estimated useful lives. Leasehold improvements are
amortized over the shorter of their estimated useful lives or the remaining
lease term. Maintenance and repairs are charged to operations, while
replacements and improvements are capitalized.
STATEMENT OF CASH FLOWS
For the purpose of the statements of cash flows, the Company considers all
highly liquid financial instruments purchased with a maturity of three months or
less to be cash equivalents.
INCOME TAXES
Income taxes are determined under the liability method as required by Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes", ("SFAS
109"). Under SFAS 109, deferred tax assets and liabilities are determined based
upon the differences between financial reporting and tax bases of assets and
liabilities.
2. ACCOUNTS RECEIVABLE
In October 1993, the Company entered into a factoring arrangement with a factor
whereby the factor will make advances to the Company on approved accounts
receivable balances. Interest is payable at prime plus 2% per annum on
outstanding advances. The company's receivable and inventories are pledged as
collateral for the outstanding advances. In addition, the Company's present and
principal shareholder has personally guaranteed factor advances under this
agreement.
14
<PAGE>
LBU, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
(Unaudited)
3. PROPERTY AND EQUIPMENT
The major components of property and equipment at September 30, 1995 are as
follows:
<TABLE>
<S> <C>
Machinery and equipment $ 78,705
Furniture and fixtures 36,268
Leasehold improvements 88,766
--------
203,739
Accumulated depreciation and amortization (50,488)
--------
$ 153,251
========
</TABLE>
4. COMMITMENTS
The company has a lease commitment for an office rental which expires through
2015. The operating lease provides for basic annual rents plus escalation
charges. At September 30, 1995, the future minimum lease commitments, excluding
escalation charges, are as follows:
<TABLE>
<CAPTION>
<S> <C>
1996 $ 132,000
1997 137,000
1998 141,000
1999 145,000
2000 151,000
Thereafter 2,975,000
----------
$3,681,000
==========
</TABLE>
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 9-MOS YEAR 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995 DEC-31-1996 DEC-31-1996
<PERIOD-START> JAN-01-1995 JAN-01-1995 JAN-01-1996 JAN-01-1996
<PERIOD-END> SEP-03-1995 DEC-31-1995 MAR-31-1996 JUN-10-1996
<CASH> 15,484 69,555 87,247 335,552
<SECURITIES> 0 0 0 0
<RECEIVABLES> 240,471 176,487 255,396 387,467
<ALLOWANCES> 41,300 34,992 84,992 84,992
<INVENTORY> 558,870 575,538 540,100 500,658
<CURRENT-ASSETS> 800,969 766,724 827,887 1,178,011
<PP&E> 186,552 186,552 200,303 216,521
<DEPRECIATION> 33,301 37,882 41,854 50,120
<TOTAL-ASSETS> 993,002 954,176 1,025,118 1,383,194
<CURRENT-LIABILITIES> 567,035 534,517 588,787 821,953
<BONDS> 0 0 0 0
0 0 0 0
0 0 0 0
<COMMON> 1,228 1,311 1,311 1,346
<OTHER-SE> 577,279 702,236 702,236 717,201
<TOTAL-LIABILITY-AND-EQUITY> 993,002 954,176 1,025,118 1,383,194
<SALES> 3,332,196 3,827,995 941,895 2,929,285
<TOTAL-REVENUES> 3,332,196 3,839,018 954,370 2,954,221
<CGS> 1,966,030 2,245,633 578,666 1,962,538
<TOTAL-COSTS> 587,098 668,672 182,702 389,507
<OTHER-EXPENSES> 594,178 846,491 171,449 307,768
<LOSS-PROVISION> 0 0 0 0
<INTEREST-EXPENSE> 41,570 54,578 11,934 98,711
<INCOME-PRETAX> 143,320 12,621 21,553 192,996
<INCOME-TAX> 0 (8,,300) 4,881 69,115
<INCOME-CONTINUING> 143,320 23,644 21,553 192,996
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 0 (19,932) 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 143,320 12,013 16,672 123,881
<EPS-PRIMARY> .12 .001 .012 .09
<EPS-DILUTED> .12 .001 .012 .09
</TABLE>
