<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED
July 31, 1997 COMMISSION NO. 0-6649
JILCO INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(exact name of registrant as specified in its charter)
California 95-207885
- ---------------------------- ------------------
(State or other jurisdiction I.R.S. Employer
of organization) Identification No.
P. O. Box 10539
Beverly Hills, California 90213
- ------------------------- ---------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code is (310) 274-1986. Securities
registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
- --------------------------------------------------------------------------------
(Title of Class)
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) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
As of July 31, 1997, there were 449,991 shares of common stock outstanding.
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PART I
ITEM 1. Business
Registrant is not engaged in any business operations and has not been so
engaged since 1968. (See Note 1 to the accompanying financial statements of
Registrant.)
ITEM 2. Description of Property
Registrant does not have an interest in any property.
ITEM 3. Legal Proceedings
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
PART II
ITEM 5. Market for Common Equity and Related Stockholder Matters
Market Information
There is no public trading market for Registrant's common equity.
Approximate Number of Equity Security Holders
Number of Record Holders
Title of Class As of July 31, 1997
Common Stock 785
Dividends
Not applicable.
Recent Sales of Unregistered Securities
None.
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ITEM 6. Management's Discussion and Analysis or Plan of Operation
Refer to the attached financial statements and accompanying notes.
ITEM 7. Financial Statements
The financial statements of Registrant are attached hereto.
ITEM 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
PART III
ITEM 9. Directors and Executive Officers of Registrant
<TABLE>
<CAPTION>
First Common Shares
Principal Elected Owned Beneficially
Name Occupation Age Director On July 31, 1997
- ---- ---------- --- -------- ------------------
<S> <C> <C> <C> <C>
Martha J. Kretzmer President, 43 1991 -0-
Secretary and
Treasurer of
Registrant
</TABLE>
ITEM 10. Executive Compensation
No officer or director of Registrant receives any remuneration.
ITEM 11. Security Ownership of Certain Beneficial Owners and Management
<TABLE>
<CAPTION>
Name and Address of Amount and Nature Percent
Title of Class Beneficial Owner of Beneficial Owner of Class
- -------------- ---------------- ------------------- --------
<S> <C> <C> <C>
Common Stock Leonard M. Ross 400,955 shares 89.1%
P.O. Box 10539
Beverly Hills, California
90213
</TABLE>
ITEM 12. Certain Relationships and Related Transactions
None.
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ITEM 13. Exhibits and Reports on Form 8-K
(a) The Registrant's financial statements are attached hereto. The Exhibits
listed in the accompanying Exhibit Index on page 6 are filed as part of this
Form 10-KSB.
(b) No materially important events occurred during the fiscal year of
Registrant that would require filing of Form 8-K.
SIGNATURES
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.
(Registrant) JILCO INDUSTRIES, INC.
By: /s/ MARTHA J. KRETZMER
------------------------------
Name: Martha J. Kretzmer
Title: President
Date: October 10, 1997
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JILCO INDUSTRIES, INC.
List of Financial Statements
The following financial statements of Jilco Industries, Inc. are included in
Item 8:
Balance sheets -- Years ended July 31, 1997 and 1996.
Statements of operations -- Years ended July 31, 1997, 1996 and 1995.
Statements of cash flows -- Years ended July 31, 1997, 1996 and 1995.
Notes to financial statements -- July 31, 1997.
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JILCO INDUSTRIES, INC.
BALANCE SHEETS
AS OF JULY 31,
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
1997 1996
---------- ----------
ASSETS
<S> <C> <C>
Cash $ 976 $ 370
Total assets $ 976 $ 370
---------- ----------
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable $ -0- $ -0-
Notes payable to shareholder (Note 3) 53,250 53,250
Accrued expenses (Note 3) 51,144 45,906
Note payable (Note 4) 5,000 1,000
Total current liabilities $ 109,394 $ 100,156
---------- ----------
SHAREHOLDERS' DEFICIENCY
Common stock, no par value
1,500,000 shares authorized
449,991 shares issued and
outstanding 749,950 749,950
Accumulated deficit (858,368) (849,736)
---------- ----------
Total shareholders' deficiency (108,418) (99,786)
---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIENCY $ 976 $ 370
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
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JILCO INDUSTRIES, INC.
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED JULY 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
EXPENSES
Professional fees $ 2,500 $ 43 $ -0-
Fees and licenses 10 -0- 5
Interest expense
(Note 3) 5,238 5,008 5,070
State franchise tax 800 800 800
Sundry 84 82 73
--------- --------- ---------
Total expenses 8,632 5,933 5,948
--------- --------- ---------
NET LOSS (8,632) (5,933) (5,948)
ACCUMULATED DEFICIT,
BEGINNING OF YEAR (849,736) (843,803) (837,855)
--------- --------- ---------
ACCUMULATED DEFICIT,
END OF YEAR $(858,368) $(849,736) $(843,803)
========= ========= =========
NET LOSS PER SHARE
(NOTE 2) $ (0.02) $ (0.01) $ (0.01)
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
7
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JILCO INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31,
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (8,632) $ (5,933) $ (5,948)
Increase (decrease) in Accounts
payable and accrued expenses 5,238 5,008 5,070
--------- --------- ---------
Net cash used in operating activities (3,394) (925) (878)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable to
shareholder, net 4,000 1,000 -0-
--------- --------- ---------
Net cash provided by
financing activities 4,000 1,000
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH 606 75 (878)
CASH BEGINNING OF YEAR 370 295 1,173
--------- --------- ---------
CASH END OF YEAR $ 976 $ 370 $ 295
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
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JILCO INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JULY 31, 1997 AND 1996
(UNAUDITED)
NOTE 1 - THE COMPANY
The Company has been inactive since April 2, 1968 when it was discharged from
bankruptcy under its previous name of Sportways, Inc. The expenses the Company
has incurred represent those necessary to keep the Company in good standing in
its state of residence.
Fair Value of Financial Instruments
The Company measures its financial assets and liabilities in accordance with
generally accepted accounting principles. For certain of the Company's financial
instruments, including cash, accounts payable, and accrued expenses, the
carrying amounts approximate fair value due to their short maturities. The
amounts shown as notes payable also approximate fair value because current
interest rates offered to the Company for notes payable of similar maturities
are substantially the same.
Estimates
In preparing financial statements in conformity with generally accepted
accounting principles, management makes estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements, as well as the reported amounts of expenses during the reporting
period. Actual results could differ from those estimates.
NOTE 2 - LOSS PER SHARE
All per share computations are based on 449,991 shares outstanding. There are no
common stock equivalents.
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NOTE 3 - NOTES PAYABLE TO SHAREHOLDER
Notes payable to shareholder consist of the following:
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992 1991 1990 1989
------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revolving note
payable (A) $40,000 $40,000 $40,000 $40,000 $40,000 $40,000 $40,000 $40,000 $40,000
Revolving note
payable (B) 8,250 8,250 8,250 8,250 5,250 4,250 2,000 1,000 -0-
Term note
payable (C) 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000
------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL $53,250 $53,250 $53,250 $53,250 $50,250 $49,250 $47,000 $46,000 $45,000
------- ------- ------- ------- ------- ------- ------- ------- -------
</TABLE>
(A) Accrued interest at 9% per annum. Principal and accrued interest due on
demand.
(B) Accrued interest at 11% per annum. Principal and accrued interest due
on demand.
(C) Accrued interest at 10% per annum. Principal and accrued interest due
on demand.
NOTE 4 - NOTE PAYABLE
Revolving demand note due on demand or December 31, 1997. Interest
accrues at 8% per annum and is payable on December 31 of each year.
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EXHIBIT INDEX
No. Description
3(1) Articles of Incorporation of the Registrant, as amended (incorporated by
reference to Exhibit 3(1) to the Company's 1989 Form 10-K).
3(2) By-laws of the Registrant, as amended (incorporated by reference to
Exhibit 3(2) to the Company's 1989 Form 10-K).
10(1) Revolving Demand Note, dated November 10, 1996, between the Company and
TRACO (incorporated by reference to Exhibit 10(1) to the Company's 1996
Form 10-K).
10(2) Note Extension and Modification Agreement, dated December 1, 1992,
between the Company and Leonard M. Ross (incorporated by reference to
Exhibit 10(1) to the Company's 1993 Form 10-K).
10(3) Revolving Demand Note, dated November 7, 1989, between the Company and
Leonard M. Ross (incorporated by reference to Exhibit 10(1) to the
Company's 1990 Form 10-K).
10(4) Note Extension and Modification Agreement, dated December 1, 1992,
between the Company and Leonard M. Ross (incorporated by reference to
Exhibit 10(3) to the Company's 1993 Form 10-K).
10(5) Note Extension and Modification Agreement, dated November 7, 1989,
between the Company and Leonard M. Ross (incorporated by reference to
Exhibit 10(2) to the Company's 1990 Form 10-K).
10(6) Revolving Demand Note, dated December 18, 1987, between the Company and
Leonard M. Ross (incorporated by reference to Exhibit 10(1) to the
Company's 1989 Form 10-K).
10(7) Note Extension and Modification Agreement, dated December 1, 1992,
between the Company and Leonard M. Ross (incorporated by reference to
Exhibit 10(6) to the Company's 1993 Form 10-K).
10(8) Note Extension and Modification Agreement, dated November 7, 1989,
between the Company and Leonard M. Ross (incorporated by reference to
Exhibit 10(4) to the Company's 1990 Form 10-K).
10(9) Note Extension and Modification Agreement, dated July 13, 1988, between
the Company and Leonard M. Ross (incorporated by reference to Exhibit
10(2) to the Company's 1989 Form 10-K).
10(10) Promissory Note Extension Agreement, dated August 8, 1986, between the
Company and Leonard M. Ross (incorporated by reference to Exhibit 10(3)
to the Company's 1989 Form 10-K).
27 Financial Data Schedule
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF JILCO INDUSTRIES FOR THE FISCAL YEAR ENDED JULY 31, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> JUL-31-1997
<CASH> 976
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 976
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 976
<CURRENT-LIABILITIES> 109,394
<BONDS> 0
0
0
<COMMON> (108,418)
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 976
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,394
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,238
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,632)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,632)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
