<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED
July 31, 1993 COMMISSION NO. 0-6649
JILCO INDUSTRIES, INC.
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(exact name of registrant as specified in its charter)
California 95-207885
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(State or other jurisdiction I.R.S. Employer
of organization) Identification No.
P. O. Box 10539
Beverly Hills, California 90213
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(Address or 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
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(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 No X
----- -----
As of July 31, 1993, there were 449,991 shares of common stock outstanding.
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ITEM 1. Business
Registrant is not engaged in any business operations and has not been
so engaged since 1968.
ITEM 2. Properties
Registrant does not have an interest in any properties.
ITEM 3. Legal Proceedings
None.
PART II.
ITEM 5. Market for the Registrant's Common Stock and Related Security Holder
Matters
Increase and Decrease in Outstanding Securities Indebtedness
None.
Changes in Securities and Changes in Securities for Registered
Securities
None.
Defaults Upon Senior Securities
None.
Approximate Number of Equity Security Holders
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Number of Record Holders
Title of Class As of July 31, 1993
-------------- ---------------------
Common Stock 785
Submission of Matters to a Vote of Security Holders
Not applicable.
ITEM 6. Selected Financial Data
Five Year Summary of Operations
Year ended July 31,
---------------------------------
<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Expenses $ 5,626 $ 5,550 $ 6,941 $ 7,141 $ 6,577
Net loss $(5,626) $(5,550) $(6,941) $(7,141) $(6,577)
Loss per share $ (0.01) $ (0.01) $ (0.02) $ (0.02) $ (0.01)
(Note 2)
Total Assets $ 175 $ 95 $ 45 $ 370 $ 2,280
</TABLE>
The numerical note referred to above is included in the Notes to Financial
Statements. Registrant has not conducted any business operations during its last
five (5) fiscal years, except that during the above fiscal years it has incurred
expenses necessary to keep its good standing in its state of residence.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Refer to notes and financial statements.
ITEM 8. Financial Statements and Supplementary Data
The financial statements of Registrant are attached hereto as Exhibit
14(a).
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<PAGE> 4
PART III.
ITEM 10. Directors and Executive Officers of the Registrant
<TABLE>
<CAPTION>
First Common Shares
Principal Elected Owned Beneficially
Name Occupation Age Director On July 31, 1993
---- ---------- --- -------- -----------------
<S> <S> <C> <C> <C>
Martha J. Kretzmer President, 39 1991 -0-
Secretary and
Treasurer of
Registrant
</TABLE>
ITEM 11. Management Remuneration and Transaction
No officer or director of Registrant receives any remuneration.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
Leonard M. Ross owns 400,955 shares of the issued and outstanding stock
of Registrant which constitutes approximately 89% of such stock.
Registrant does not have any subsidiaries.
Indemnification of Directors and Officers
The by-laws of the Corporation provide that the Corporation shall
indemnify each of its officers and directors, whether or not then in office, to
the extent permitted by the California General Corporation Law against all
reasonable expenses actually and necessarily incurred by such individuals in
connection with the defense of any litigation to which he or she may have been
made a party because he or she is or was a director or officer of the
Corporation. Directors and officers have no right to reimbursement in relation
to any matter in which such officer or director has been adjudged liable to the
Corporation for gross negligence or comparable misconduct in the performance of
his or her duties.
PART IV
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ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The Registrant's financial statements are attached hereto.
(b) No materially important events occurred during the fiscal year
of Registrant that would require filing of Form 8-K.
(c) The Exhibits listed in the accompanying Exhibit Index on Page
12 are filed as part of this Form 10-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 duty authorized.
(Registrant) JILCO INDUSTRIES, INC.
By: /s/ MARTHA J. KRETZMER
------------------------
Martha J. Kretzmer
President
Date: August 7, 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, 1993 and 1992.
Statements of operations -- Years ended July 31, 1993, 1992,
and 1991.
Statements of cash flows -- Years ended July 31, 1993, 1992,
and 1991.
Notes to financial statements -- July 31, 1993.
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<PAGE> 7
JILCO INDUSTRIES, INC.
BALANCE SHEETS
AS OF JULY 31,
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
1993 1992
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<S> <C> <C>
ASSETS
Cash $ 175 $ 95
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TOTAL ASSETS $ 175 $ 95
========= =========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable $ -0- $ -0-
Notes payable to shareholder
(Note 3) 50,250 49,250
Accrued expenses (Note 3) 30,948 26,242
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Total current liabilities 81,198 75,492
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SHAREHOLDERS' DEFICIENCY
Common stock, no par value
1,500,000 shares authorized
449,991 shares issued and
outstanding 749,950 749,950
Accumulated deficit (830,973) (825,347)
--------- ---------
Total shareholders'
deficiency (81,023) (75,397)
--------- ---------
TOTAL LIABILITIES AND
SHAREHOLDERS'
DEFICIENCY $ 175 $ 95
========= =========
</TABLE>
The accompanying notes are an integral part of
these financial statements.
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<PAGE> 8
JILCO INDUSTRIES, INC.
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED JULY 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1993 1992 1991
--------- --------- ---------
<S> <C> <C> <C>
EXPENSES
Professional fees $ 42 $ 66 $ 1,432
Fees and licenses 5 10 250
Interest expense
(Note 3) 4,706 4,600 4,366
State franchise tax 800 800 800
Sundry 73 74 93
--------- --------- ---------
Total expenses 5,626 5,550 6,941
--------- --------- ---------
NET LOSS (5,626) (5,550) (6,941)
ACCUMULATED DEFICIT,
BEGINNING OF YEAR (825,347) (819,797) (812,856)
--------- --------- ---------
ACCUMULATED DEFICIT,
END OF YEAR $(830,973) $(825,347) $(819,797)
========= ========= =========
NET LOSS PER SHARE
(NOTE 2) $ (0.01) $ (0.01) $ (0.02)
========= ========= =========
</TABLE>
The accompanying notes are an integral part of
these financial statements.
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<PAGE> 9
JILCO INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31,
<TABLE>
<CAPTION>
1993 1992 1991 1990 1989 1988
------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(5,626) $(5,550) $(6,941)
Increase (decrease) in Accounts
payable and accrued expenses 4,706 3,350 5,616
------- ------- -------
Net cash used in operating
activities (920) (2,200) (1,325)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable to
shareholder, net 1,000 2,250 1,000
------- ------- -------
Net cash provided by financing
activities 1,000 2,250 1,000
------- ------- -------
NET INCREASE (DECREASE) IN CASH 80 50 (325)
CASH. BEGINNING OF YEAR 95 45 370
------- ------- -------
CASH, END OF YEAR $ 175 $ 95 $ 45
======= ======= =======
</TABLE>
The accompanying notes are an integral part of
these financial statements.
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<PAGE> 10
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>
1996 1995 1994 1993 1992 1991 1990 1989
------- ------- ------- ------- ------- ------- ------- -------
<S> <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
Revolving note
payable (B) 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
------- ------- ------- ------- ------- ------- ------- -------
TOTAL $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.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
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) Note Extension and Modification Agreement, dated December 1, 1992, between the
Company and Leonard M. Ross.
10(2) 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(3) Note Extension and Modification Agreement, dated December 1, 1992, between the
Company and Leonard M. Ross.
10(4) 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(5) 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(6) Note Extension and Modification Agreement, dated December 1, 1992, between the
Company and Leonard M. Ross.
10(7) 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(8) 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(9) 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).
</TABLE>
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EXHIBIT 10(1)
NOTE EXTENSION AND MODIFICATION AGREEMENT
THIS NOTE AND EXTENSION MODIFICATION AGREEMENT ("Agreement") is entered
into by and between JILCO INDUSTRIES, INC., a California corporation ("Payor")
and LEONARD M. ROSS, a California resident ("Payee").
Payor and Payee do hereby mutually acknowledge and agree that Payor is
presently liable for the indebtedness represented by a certain promissory note
payable to Payee dated November 7, 1989 in the original principal amount of TEN
THOUSAND DOLLARS ($10,000.00) ("Note"). Payor has requested Payee to extend the
maturity date of said Note and Payor is willing to do so.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION IN HAND
RECEIVED, the parties hereto, and each of them, do hereby agree that effective
as of the date hereof, the unpaid principal portion of the Note and all unpaid
accrued interest, if any, shall be all due and payable on December 31, 1994.
Nothing contained herein shall be deemed to affect the obligation of
Payor regarding the payment of interest accrued on the Note through the date
hereof, or to affect any obligations of Payor under the Note, except as set
forth herein.
IN WITNESS WHEREOF, the parties hereto, and each of them, have executed
this Agreement as of the 1st day of December, 1992.
JILCO INDUSTRIES, INC.
a California corporation
By /s/ Martha J. Kretzmer
----------------------------------
Martha J. Kretzmer
President
"Payor"
/s/ Leonard M. Ross
----------------------------------
Leonard M. Ross
"Payee"
<PAGE> 1
EXHIBIT 10(3)
NOTE EXTENSION AND MODIFICATION AGREEMENT
THIS NOTE AND EXTENSION MODIFICATION AGREEMENT ("Agreement") is entered
into by and between JILCO INDUSTRIES, INC., a California corporation ("Payor")
and LEONARD M. ROSS, a California resident ("Payee").
Payor and Payee do hereby mutually acknowledge and agree that Payor is
presently liable for the indebtedness represented by a certain promissory note
payable to Payee dated December 18, 1987 in the original principal amount of
FORTY THOUSAND DOLLARS ($40,000.00) ("Note"). Payor has requested Payee to
extend the maturity date of said Note and Payor is willing to do so.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION IN HAND
RECEIVED, the parties hereto, and each of them, do hereby agree that effective
as of the date hereof, the unpaid principal portion of the Note and all unpaid
accrued interest, if any, shall be all due and payable on December 31, 1994.
Nothing contained herein shall be deemed to affect the obligation of
Payor regarding the payment of interest accrued on the Note through the date
hereof, or to affect any obligations of Payor under the Note, except as set
forth herein.
IN WITNESS WHEREOF, the parties hereto, and each of them, have executed
this Agreement as of the 1st day of December, 1992.
JILCO INDUSTRIES, INC.
a California corporation
By /s/ Martha J. Kretzmer
----------------------------------
Martha J. Kretzmer
President
"Payor"
/s/ Leonard M. Ross
----------------------------------
Leonard M. Ross
"Payee"
<PAGE> 1
EXHIBIT 10(6)
NOTE EXTENSION AND MODIFICATION AGREEMENT
THIS NOTE AND EXTENSION MODIFICATION AGREEMENT ("Agreement") is entered
into by and between JILCO INDUSTRIES, INC., a California corporation ("Payor")
and LEONARD M. ROSS, a California resident ("Payee").
Payor and Payee do hereby mutually acknowledge and agree that Payor is
presently liable for the indebtedness represented by a certain promissory note
payable to Payee dated August 9, 1972 in the original principal amount of FIVE
THOUSAND DOLLARS ($5,000.00) ("Note"). Payor has requested Payee to extend the
maturity date of said Note and Payor is willing to do so.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION IN HAND
RECEIVED, the parties hereto, and each of them, do hereby agree that effective
as of the date hereof, the unpaid principal portion of the Note and all unpaid
accrued interest, if any, shall be all due and payable on December 31, 1994.
Nothing contained herein shall be deemed to affect the obligation of
Payor regarding the payment of interest accrued on the Note through the date
hereof, or to affect any obligations of Payor under the Note, except as set
forth herein.
IN WITNESS WHEREOF, the parties hereto, and each of them, have executed
this Agreement as of the 1st day of December, 1992.
JILCO INDUSTRIES, INC.
a California corporation
By /s/ Martha J. Kretzmer
----------------------------------
Martha J. Kretzmer
President
"Payor"
/s/ Leonard M. Ross
----------------------------------
Leonard M. Ross
"Payee"
