<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10KSB
Annual Report Pursuant to section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended 6/30/96 Commission file number 0-11333
FOXMOOR INDUSTRIES, LTD.
(Exact name of registrant as specified in its charter)
Delaware 84-0862501
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3801 East Florida Ave., Suite 105, Denver, Colorado 80210
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 759-4626
Securities registered pursuant to Section 12 (b) of the Act: N/A
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock
------------
(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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B (229, 405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [ ]
The Registrant's revenues for the year ended June 30, 1996 were $463,928.
As of June 30, 1996, the aggregate market value of the Common Stock of the
Registrant held by non-affiliates of the Registrant was $6,035,738 and
1,857,150 shares of $.01 par value Common Stock of the Registrant were
outstanding.
<PAGE>
<PAGE>
DOCUMEMTS INCORPORATED BY REFERENCE
The Registrant hereby incorporates herein by reference the following
documents:
PART IV - EXHIBITS
- ------------------
1. Incorporated by reference from the Company's Annual Report of for the
year ended June 30, 1991.
2. Incorporated by reference from the Company's Registration on
Form S-18, S.E.C. registration number 2-85344-D, effective September 6, 1983.
3. Incorporated by reference from the Company's Registration on Form S-3,
S.E.C. registration number 33-53276, effective November 24, 1992.
4. Incorporated by reference from the Company's Registration
on Form S-8, S.E.C. registration number 33-80082, effective June 13, 1994.
<PAGE>
<PAGE>
ITEM 1. BUSINESS
--------
GENERAL
- -------
Foxmoor Industries, Ltd. (the "Company"), is a Delaware corporation formed
on December 14, 1981. The name of the Company was changed from Foxmoor
International Films, Ltd. to Foxmoor Industries, Ltd. during the year ended
June 30, 1991. Foxmoor Funding Corp., a wholly owned subsidiary, was
incorporated in 1995 under the laws of the State of Colorado and is engaged in
substantially the same business as the parent. The principal offices of the
Company and its telephone number are 3801 E. Florida Ave., #105, Denver,
Colorado 80210, (303) 759-4626.
BUSINESS SEGMENTS
- -----------------
The Company is engaged primarily in a planned interim funding program for
home improvement installment sales contracts. The Company has also been
involved in acquiring and marketing entertainment properties for cable and
network television systems and for the motion picture industry.
The financial information regarding the Company's business segments which
includes for each segment the net revenues and profit from operations for the
three years ended June 30, 1996 and the identified assets as of June 30, 1996
and 1995, is provided in the Financial Statements.
The business of each of the segments are not seasonal to any significant
extent.
BUSINESS OF THE COMPANY
- -----------------------
Planned Interim Funding Program
-------------------------------
During the year ended June 30, 1991, the Company entered into an agreement
with U.S. Applications, Inc. ("Applications") to provide interim financing on a
full recourse basis for fixed rate, closed end installment sales contracts
preapproved by an acceptable financial institution. After an acceptable
financial institution has issued an approval of a homeowner's credit, the
Company may purchase from a home improvement contractor ("Contractor") all or a
portion of the contract for that homeowner's home improvement at a
predetermined market discount. At the time of purchase, a copy of the contract
is faxed to the financial institution involved with instructions to pay the
Company the full amount of the contract upon funding of the homeowner by the
financial institution. Funding occurs upon the satisfactory completion of the
work with all required documents completed. Although most home improvement
jobs are completed within a sixteen day period, the Company shall have in force
an agreement with the Contractor requiring funding within sixteen days of the
purchase date. In the event that the work has not been completed within
sixteen days, the Contractor is obligated to pay a transaction fee equal to the
market discount and a sixteen day extension will be granted. If at the end of
the sixteen day extension, the work has not been completed, the Company has the
option to require that the Contractor substitute a new valid contract together
with the payment of a transaction fee or grant another sixteen day extension
upon the payment of a transaction fee.
The Company earns revenue and fees through the extension transactions
described above and at the time of funding. The agreement between the Company
and Contractor is full recourse to the Contractor requiring that the Contractor
keep all contracts up to date and working towards completion. If any
disruption of work occurs or for any reason the homeowner's contract shall not
be completed, the Contractor is obligated to substitute another valid contract
acceptable to the Company.
At any one time, the contracts owned by the Company may be in various
stages of completion. If the Contractor through financial impairment or for
any other reason may go out of business, it would be the Company's
responsibility to complete all unfinished work in order to receive the funds
from the financial institution thereby constituting a risk of loss of revenue
and principal.
First Quality Distribution, Inc. ("First Quality"), the Company's largest
client, has been in business in the State of Washington for over 5 years, and
serves primarily in the States of Oregon and Washington with Washington as the
headquarters. First Quality's principal executive offices are located at: 402
Tacoma Avenue South, Suite #100, Tacoma, WA 98402 and its telephone number at
that address is (206) 627-6822.
Some of the Company's customers have found it to be cost effective to
permit the Company, for a fee, to process all the documents necessary to
complete third party financing transactions. The Company presently performs
this function for six Contractors.
Upon submission to the Company of all documents pertaining to a particular
home improvement contract, the Company checks the Homeowner's credit, and upon
acceptance, advances the funds for material needed to complete the job and
processes all of the needed documents to obtain the permanent financing from a
third party. In addition, at the time of acceptance of the contract by the
Company, a percentage advance is forward funded to the contractor. At the time
of funding by the financial institution, the Company pays, out of the loan
proceeds, all the labor costs, the remainder owed to the contractor and the
profit due the Company.
The Contractors are engaged, through direct consumer marketing, in the
sale and installation of siding and related exterior home improvement products.
The Contractors' customers pay for installation of siding and related products
in cash upon completion of the work, or by third party installment or revolving
financing arranged by the Contractor. In credit arrangements by third parties,
the Contractor does not assume any credit risk and receives the full amount of
contract price. Each customer who enters into a credit arrangement with a
third party installment lending institution in required to deliver to the the
Contractor a financing statement and a mortgage on the customer's home to
secure the contract price. All such financing statements and mortgages are
assigned by the Contractor to the lending institution without recourse against
the Contractor. The lending institution furnishing such financing approves the
customer's credit in advance and remits the full amount of the contract price
to the Contractor upon completion of installation.
At June 30, 1996, all assignments receivable result from an agreement with
sixteen home improvement installation companies. The Company presently
receives over 77% of its revenues from an Agreement with one home improvement
contractor. At June 30, 1996, the Company had net assignment revenue of
$369,016.
Film Properties
---------------
The Company is not actively pursuing the acquisition and marketing of its
entertainment properties. For the year ended June 30, 1996, the Company did
not receive any revenue from this business segment. $7500 of film cost
inventory was expensed during the year ended June 30, 1994. There is no
remaining cost of film inventory on the balance sheet as of June 30, 1996.
PRIOR ACTIVITIES
- ----------------
Since inception, the major activities of the Company have been the
development of a business plan, its interviewing and selection of persons to
serve on the Creative Advisor Board, and the acquisition of the equity capital
to fund the operations of the Company. After the successful conclusion of a
Public Offering in October, 1983, the Company developed screenplays for
independent producers and sold two screenplays to major film studios for
eventual production and distribution. Through June 30, 1991, the Company had
limited earnings and since that time has engaged in activities related to its
revised primary business objectives, planned interim funding for home
improvement installment sales contracts.
EMPLOYEES
- ---------
The Company has five full-time employees: W. Ross C. Corace, an
Operations Coordinator and three Staff Assistants.
ITEM 2. PROPERTIES
----------
The Company has purchased an interest in eight properties which are in
various stages of completion. Currently "Haunted Summer" and "Gimmie an F"
have been produced and are in cable and video release. The other six
properties: "Hippocrates", "The Survival Factor", "Stomping Ground", "Split
Ends", "Mishap" and "Rock Classic" are still available for production, although
the Company is not actively pursuing the production and marketing of
these products. No further expenditures on any of these properties are
expected.
The Company currently leases office space at the rate of $2,058 per month
under a non-cancelable operating lease expiring in May, 1998.
ITEM 3. LEGAL PROCEEDINGS
-----------------
No Material Legal Proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
No matter was submitted to a vote of security holders during the fourth
quarter of 1996 through the solicitations of proxies or otherwise.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY & RELATED STOCKHOLDER MATTERS
-------------------------------------------------------------------
There is an established trading market for the Registrant's common stock
through the National Association of Securities Dealers over-the-counter
(NASDAQ) quotations. The Company was delisted from NASDAQ in the first quarter
of the fiscal year ended June 30, 1991 as a result of its stock price falling
below 1/32. The Company then did not have the necessary total assets to meet
the initial inclusion requirement of the association. The Company enacted a
One for Twenty Reverse Stock Split, as suggested by NASDAQ and was relisted in
the third quarter of the fiscal year ended June 30, 1991.
The quarterly average high and low bids were as follows, (amounts shown
through September 30, 1990 are prior to a 1 for 20 reverse stock split which
was effective December 17, 1990, but have been adjusted to give retroactive
effect to the reverse stock split):
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Average
High Low Monthly
Bid Bid Volume
------- ------- -------
<S> <C> <C> <C>
Three months ending Sept. 30, 1991 1 15/16 1 1/16 96,945
Three months ending December 31, 1991 1 9/16 1 9/16 169,244
Three months ending March 31, 1992 2 1/16 1 3/8 188,519
Three months ending June 30, 1992 2 3/16 1 7/16 100,371
Three months ending Sept. 30, 1992 2 3/16 1 11/16 129,644
Three months ending December 31, 1992 2 1/12 2 244,063
Three months ending March 31, 1993 2 7/16 2 261,005
Three months ending June 20, 1993 2 3/8 2 1/8 183,974
Three months ending Sept. 30, 1993 2 5/16 1 7/8 415,735
Three months ending December 31, 1993 2 3/16 1 9/16 220,050
Three months ending March 31, 1994 2 9/16 1 11/16 483,609
Three months ending June 30, 1994 3 1 7/8 375,046
Three months ending Sept. 30, 1994 2 3/4 1 7/8 212,063
Three months ending December 31, 1994 2 1/4 1 7/16 176,924
Three months ending March 31, 1995 2 3/16 1 7/8 133,785
Three months ending June 30, 1995 2 3/16 1 3/4 121,357
Three months ending September 30, 1995 3 3/8 2 3/16 524,589
Three months ending December 31, 1995 2 7/8 2 124,490
Three months ending March 31, 1996 2 1/2 1 11/16 132,017
Three months ending June 30, 1996 3 1/4 1 3/4 253,387
</TABLE>
The computation of the approximate number of the Company's shareholders is
based upon the number of record holders.
Such quotations indicate, as applicable, that such over-the-counter market
quotations reflect interdealer prices, without retail mark-up, mark-down or
commissions and may not necessarily represent actual transactions.
The Company has paid no cash dividends and has no immediate plans to do
so. The approximate number of holders of common stock of the Company on close
of business on September 15, 1996, was 2,000.
<PAGE>
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
----------------------------------------------------------------
The following discussion and analysis should be read in conjunction with
financial statements and notes thereto appearing elsewhere in this Report.
Results of Operation - Fiscal 1996 Compared to Fiscal 1995
- ----------------------------------------------------------
Historically, the Company pursued a business plan of acquiring and
financing the development of theatrical properties. However, in the year ended
June 30, 1991, the Company revised its business plan to primarily pursue a
planned interim funding program. As a result of this change, the Company, in
May, 1991, entered into an agreement with U.S. Applications, Inc.
("Applications") to provide interim financing on a full recourse basis for
fixed rate, closed-end installment sales contracts preapproved by an acceptable
financial institution. During the fiscal year ended June 30, 1996, the Company
added two additional Home Improvement Contractors to its client list.
Notwithstanding this increase in the Company's client list, for the year ended
June 30, 1996, over 77% of the Company's assignments receivable and a
substantial portion of its assignment revenues still came from Application's
successor company First Quality Distribution, Inc. ("First Quality").
Assignment Revenues attributable to the Company's Planned Interim Funding
Program decreased to $369,016 for fiscal 1996 compared to $742,490 for the year
ended June 30, 1995. Interest income was $94,912 for fiscal 1996 and $51,853
for fiscal 1995. The Company experienced a substantial loss in total
revenue, decreasing from $786,843 for June 30, 1995 to $463,928 for June 30,
1996, a decrease of $322,915 or 41%. For the year ended June 30, 1996 and
1995, the Company did not receive any income from its entertainment properties,
nor does management anticipate earning any revenue from them in the foreseeable
future.
The Company's Operating expenses experienced a decrease during the twelve
(12) months ended June 30, 1996, decreasing from $812,985 for fiscal 1995, to
$437,834 for the year ended June 30, 1996, a decrease of $445,151 or 50%.
An allowance for doubtful accounts was established during the year ended
June 30, 1995 resulting in a $190,000 charge to expenses. Additonally,
$282,540 of assignments receivable and advances to dealers were written off as
bad debts during the year ended June 30, 1995. There were no changes in the
allowance for doubtful accounts and no additional write offs of bad debts
during the year ended June 30, 1996. Other notable changes in operating
expenses include an increase in advertising, promotions, and marketing of
$50,364 from $16,540 for fiscal 1995 to $66,904 for fiscal 1996. This was
primarily due to a $35,000 one-time charge for a promotional contract. Also
warehouse expense increased from -0- for fiscal 1995 to $18,143 for fiscal
1996. This resulted from the Company's attempt to gain more control over the
assets related to home improvement contracts. Additionally, miscellaneous
expense decreased from $36,377 for fiscal 1995 to $13,133 for fiscal 1996, a
decrease of $23,244. Operating expenses amounted to approximately 94% of the
Company's Total Revenues.
Based on the foregoing, the Company recognized Net Earnings for the year
ended June 30, 1996 of $16,594. This compares with Net Earnings for fiscal
1995 of $70,558 a decrease of $53,964 or 76%. The Company's Net Earnings per
share decreased from $.03 per share to $.01 per share.
Inflation has not had any material affect on the Company's operations to
date. However, the result of the operations of the Company will depend
primarily upon the ability of the Company to successfully establish and
maintain planned interim financing agreements with well-established home
remodeling contractors. This ability, in turn, is highly dependent upon
current interest rate levels which effect the degree to which homeowners are
able to obtain home remodeling loans. Thus, to the extent inflation affects
future interest rates, negatively or positively, inflation may, in turn, have a
corresponding effect on the Company's operations.
Other than the foregoing, the Company knows of no trends, favorable or
unfavorable, or other demands, commitments, or uncertainties that will result
in or that are reasonably likely to result in a material impact on the income
and expenses of the Company.
Liquidity And Capital Resources - 1996 Compared to 1995
- -------------------------------------------------------
During the fiscal year ended June 30, 1996, the Company's Balance Sheet
improved somewhat, with Total Assets increasing from $2,995,690 at June 30,
1995, to $3,245,015 an increase of $249,325 or 8%. The increase in Assets was
primarily attributable to the exercise of warrants to purchase shares of the
Company's common stock, the issuance of which resulted in an additional
$336,313 in working capital net of offering costs and expenses. This
additional working capital was then used to acquire assignment contracts. As
of June 30, 1996, the Company had Assignments Receivable of $1,359,590. This
compares with Assignments Receivable at June 30, 1995 of $1,090,440 and
represents an increase of $269,150 or 25%.
The Company also advanced an additional $28,636 to Home Improvement
Contractors during the year ended June 30, 1996 in order to increase the amount
of profit received from each home improvement contractor.
While the Company's assets increased notably, liabilities remained
relatively stable, decreasing from $312,687 at June 30, 1995, to $209,105, at
fiscal year end 1996, a decrease of $103,582.
On November 24, 1992 a Registration Statement on Form S-3 became effective
with the Securities and Exchange Commission, registering 853,400 share of $.01
par value common stock underlying the warrants. Also registered were 179,600
shares of restricted $.01 par value common stock. As of June 30, 1996, 726,400
warrants had been exercised providing additional working capital in the amount
of $1,455,300 net of offering costs and expenses leaving 47,000 common stock
purchase warrants outstanding. As of July, 1994 another Registration Statement
on Form S-8 became effective with the Securities and Exchange Commission,
registering 600,000 shares of $.01 par value common stock underlying the
warrants. As of June 30, 1996, 123,400 of these warrants had been exercised
providing $195,413 worth of working capital. During the year ended June 30,
1995, 91,600 warrants expired. As of June 30, 1996, warrants expiring in June,
1997 to purchase 385,000 shares at $2.18, were outstanding.
Based on the foregoing, the Company's Net Earnings for the period of
$16,594, Stockholders' Equity increased from $2,683,003 at June 30, 1995, to
$3,035,910 at June 30, 1996, an increase of $352,907 or 13%.
The Company expects that cash flows for the year ended June 30, 1997 will
be adequate to support operations.
Other than the foregoing, the Company knows of no trends, demands,
commitments or uncertainties that will result in or are reasonably likely to
result in the Company's liquidity increasing or decreasing in any material way,
and the Company knows of no material trends, demands, commitments, events, or
uncertainties that will result in or that are reasonably likely to result in a
change in the mix or cost of such resources.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
See Part IV, Item 14, Financial Statements.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
---------------------------------------------------------------
None.<PAGE>
<PAGE>
PART III
ITEM 9. DIRECTORS AND OFFICERS OF THE REGISTRANT
----------------------------------------
Certain information concerning directors, officers and employees of the
Company is forth below.
<TABLE>
<CAPTION>
Name Age Position with the Company
- ----------------- --- ------------------------------
<S> <C> <C>
W. Ross C. Corace 55 President, Treasurer, Director
H. James Nerlin 54 Secretary, Director
Norvell Rose 45 Director
</TABLE>
All Directors serve until the next annual meeting of shareholders. All
Officers serve until their successors are chosen by a majority of the Board of
Directors.
W. ROSS C. CORACE has been President, Treasurer and a Director of Foxmoor
Industries, Ltd. since December 1981. Mr. Corace was President of Commodity
Resources, Inc., a publicly held corporation, from September 7, 1977 until
completion of its merger with Tri-Valley Oil and Gas Company in July, 1981.
Mr. Corace, for the past 16 years, has been involved in several business
ventures managing investors' capital in the principal markets of the
country. From 1974 to present, Mr. Corace has served as President of Medusa
Management Corporation, a privately held investment company. He received a
B.B.A degree in Business Administration from Ohio University in 1963.
H. JAMES NERLIN has been Secretary and a Director of Foxmoor Industries,
Ltd. since December 15, 1983. From 1978 to present, Mr. Nerlin has served as
President of Elkhorn Marketing Corporation, a privately held land sales company
doing business in the State of Colorado. During this period, Mr. Nerlin also
served as a sales representative for the Western Union Company.
NORVELL ROSE has been a Director of Foxmoor since April of 1989.
Presently, Mr. Rose is an independent free-lance writer, producer, and director
for film and video products. From 1980 to May of 1987, Mr. Rose was a reporter
and anchor for KCNC-TV, a CBS affiliate in Denver specializing in
entertainment. From 1976 to 1980, Mr. Rose was a reporter and anchor for KIRO-
TV, a CBS affiliate in Seattle, Washington and from 1974 to 1976, Mr. Rose was
a reporter and anchor for WVEC-TV, an ABC affiliate in Norfolk, Virginia.
Among Mr. Rose's screenplay credits are "The Amityville Curse", a horror-
thriller production recently filmed in Vancouver, Canada, "My Soul to Keep",
"Don Juan", "Prison" and an epic western "Stronghold". Mr. Rose graduated
Magna Cum Laude from the University of Virginia and is member of Phi Beta
Kappa.
ITEM 10. MANAGEMENT RENUMERATION
-----------------------
No officer or director of the Company receives total renumeration from the
Company at an annual rate in excess of $50,000. W. Ross C. Corace is
President, Director and a full-time employee of the Company and received no
salary for the year ended June 30, 1996. No other officers or directors
receive compensation.
There are no other benefits of any kind accrued or set aside for officers
or directors. As of the date hereof, no retirement, pension, profit sharing,
or other similar programs have been adopted by the Company.
ITEM 11. SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
-----------------------------------------------------------
The following table sets forth information with respect to the share
ownership of the officers and directors, both individually and as a group and
the record and/or beneficial owners of more thanPage 11
five percent of the common stock of the Company as of June 30, 1995, (amounts
are restated to reflect 1 for 20 reverse stock split as of 12/17/90).
<TABLE>
<CAPTION>
Title of Name & Address of Amount & Nature of Percent of
Class Beneficial Owner Beneficial Ownership Class
- -------- ---------------------- -------------------- ----------
<S> <C> <C> <C>
Common W. Ross C. Corace (1) 185,761 10.85%
Stock 1570 S. York
Denver, CO 80210
Common H. James Nerlin 6,000 .35%
Stock P.O. Box 3108
Telluride, CO 81435
Common Norvell Rose 3,000 .18%
Stock 9234 Ritenour Court
Littleton, Co 80124
Common Officers & Directors 194,761 11.38%
Stock as a group
<FN>
(1) 95,000 shares are owned in the name of W. Ross C. Corace, Medusa
Management Corp., of which Mr. Corace is President, owns 85,141 shares.
Various broker-dealers hold an additional 5,620 shares in street name for
the account of Medusa Management Corp.
</FN>
</TABLE>
ITEM 12. NONE.
PART IV
ITEM 13. FINANCIAL STATEMENT SCHEDULES, EXHIBITS, AND REPORTS ON FORM 8-K
----------------------------------------------------------------
Financial Statements
- -------------------
The following financial statements are filed as part of this report:
1. Report of Independent Certified Public Accountant
2. Audited Consolidated Balance Sheet as of June 30, 1996 and
June 30, 1995;
3. Audited Statement of Operations as of June 30, 1996, June 30,
1995, and June 30, 1994
4. Statement of Changes in Stockholder's Equity;
5. Statement of Changes in Cash Flow:
6. Notes to Financial Statements.
Exhibits
- --------
Exhibit No. Title
- ----------- -----
(3.1) Articles of Incorporation - See Exhibit 3.1 to Registrant's
Registration Statement on For s-18 effective 9/6/83.
(3.2) Bylaws - See Exhibit 3.2 to Registrant's Registration Statement on
Form S-18 effective 9/6/83.
(3.3) Amendment to Certificate of Incorporation - See Exhibit 3.3 to
Registrant's Annual Report of 9/6/83.
(3.4) Amendment to Certificate of Incorporation - See Exhibit 3.4 to
Registrant's Annual Report of 9/6/83.
(10.1) Agreement (Hollane Corp. and Martin Poll) - See Exhibit 10.3 to
Registrant's Registration Statement Form S-18 effective 9/6/83.
(10.2) Agreement ("Haunted Summer", "Tom Boy" and "A Change of Heart") - See
Exhibit 10.2 to Registrant's Annual Report of 6/30/84.
(10.3) Amendment to Agreement-Hollane Corp. (Martin Poll) dated 6/1/84 - See
Exhibit 10.3 to Registrant's Annual Report of 6/30/84.
(10.4) Agreement ("Stomping Ground") dated 6/13/84 - See Exhibit 10.4 to
Registrant's Annual Report of 6/30/84.
(10.5) Agreement ("Haunted Summer") dated 7/11/84 - See Exhibit 10.5 to
Registrant's Annual Report of 6/30/84.
(10.6) Agreement-Hollane Corp. and Martin Poll dated 9/84 - See Exhibit 10.6
to Registrant's Annual Report of 6/30/84.
(10.7) Agreement-Djordje Millicivec ("Mishap") dated 11/5/84 - See Exhibit
10.7 to Registrant's Annual Report of 6/30/84.
(10.8) Agreement ("Gimme An F") - See Exhibit 10.4 to Registrant's
Registration Statement on Form S-18 effective 9/6/83.
(10.9) Agreement ("Who's Next") - See Exhibit 10.5 to Registrant's
Registration Statement on Form S-18 effective 9/6/83.
(10.10) Agreement ("Hippocrates") - See Exhibit 10.6 to Registrant's
Registration Statement on Form S-18 effective 9/6/83.
(10.11) Agreement ("The Survival Factor") - See Exhibit 10.7 to Registrant's
Registration Statement on Form S-18 effective 9/6/83.
(10.12) Agreement terminating "Who's Next" Agreement - See Exhibit 10.13 to
Registrant's Annual Report of 6/30/85.
(10.13) Agreement (Paul Hicks) dated 1/20/86 Precious Metal Extraction - See
Exhibit 10.14 to Registrant's Annual Report of 6/30/86.
(10.14) Agreement (Alvin C. Johnson) dated 1/20/86 and 2/19/86 Precious Metal
Extraction - See Exhibit 10.14 to Registrant's Annual report of
6/30/86.
(10.15) Agreement (Fred Murphy) dated 1/20/86 Precious Metal Extraction - See
Exhibit 10.14 to Registrant's Annual Report of 6/30/86.
(10.16) Agreement (CINMET) dated 1/22/86 Precious Metal Extraction - See
Exhibit 10.14 to Registrant's Annual Report of 6/30/86.
(10.17) Agreement (Ferber) dated 7/23/87 Precious Metal Extraction - See
Exhibit 10.18.
(10.18) Agreement (Factory Direct Installations, Inc.) dated 9/28/90 - See
Exhibit 10.21 Registrant's Annual Report of 6/30/90.
(10.19) Agreement (Aztec Improvements) dated 9/22/92 - See Exhibit 10.19 to
Registrant's Annual Report of 6/30/93.
(10.20) Agreement (United Siding Applications) dated 9/23/92 - See Exhibit
10.20 to Registrant's Annual Report of 6/30/93.
(10.21) Agreement (American Exteriors) dated 9/30/92 - See Exhibit 10.21 to
Registrant's Annual Report of 6/30/93.
(10.22) Agreement (The Very Best) dated 10/27/92 - See Exhibit 10.22 to
Registrant's Annual Report of 6/30/93.
(10.23) Agreement (Murphy's Home Improvement) dated 11/18/92 - See Exhibit
10.23 to Registrant's Annual Report of 6/30/93.
(10.24) Agreement (Gulf Coast Builders) dated 12/10/92 - See Exhibit 10.24 to
Registrant's Annual Report of 6/30/93.
(10.25) Agreement (U.S. Applications, Inc.) dated 12/18/92 - See Exhibit 10.25
to Registrant's Annual Report of 6/30/93.
(10.26) Agreement (BSA Enterprises, Inc.) dated 12/29/92 - See Exhibit 10.26
to Registrant's Annual Report of 6/30/93.
(10.27) Agreement (Wagner Construction, Inc.) dated 2/10/93 - See Exhibit
10.27 to Registrant's Annual Report of 6/30/93.
(10.28) Agreement (Nationwide Exteriors) dated 3/12/93 - See Exhibit 10.28 to
Registrant's Annual Report of 6/30/93.
(10.29) Agreement (Better Built Construction Corp.) dated 3/16/93 - See
Exhibit 10.29 to Registrant's Annual Report of 6/30/93.
(10.30) Agreement (Ameritech Industries, Inc.) dated 5/20/93 - See Exhibit
10.30 to Registrant's Annual Report of 6/30/93.
(10.31) Agreement (Century Products, Inc.) dated 5/20/93 - See Exhibit 10.31
to Registrant's Annual Report of 6/30/93.
(10.32) Agreement (Custom Siding & Remodeling ) dated 5/20/93 - See Exhibit
10.32 to Registrant's Annual Report of 6/30/93.
(10.33) Agreement (U.S. Distribution) dated 6/10/93 - See Exhibit 10.33 to
Registrant's Annual Report of 6/30/93.
Reports of Form 8-K
- -------------------
There were no reports on Form 8-K filed during the fourth quarter of the
fiscal year ended 6/30/96.
<PAGE>
<PAGE>
FINANCIAL STATEMENTS
AND
INDEPENDENT AUDITORS' REPORT
FOXMOOR INDUSTRIES, LTD.
June 30, 1996
<PAGE>
<PAGE>
C O N T E N T S
---------------
PAGE
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS
BALANCE SHEETS 4-5
STATEMENTS OF EARNINGS 6
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY 7
STATEMENTS OF CASH FLOWS 8-9
NOTES TO FINANCIAL STATEMENTS 10-15
<PAGE>
<PAGE>
Board of Directors
Foxmoor Industries, Ltd.
Independent Auditors' Report
----------------------------
We have audited the accompanying balance sheets of Foxmoor Industries,
Ltd. as of June 30, 1996 and 1995, and the related statements of earnings,
changes in stockholders' equity, and cash flows for the years ended June 30,
1996, 1995 and 1994. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentations. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Foxmoor Industries, Ltd.,
as of June 30, 1996 and 1995, and the results of its operations and its cash
flows for the years ended June 30, 1996, 1995 and 1994, in conformity with
generally accepted accounting principles.
As more fully discussed in Note C to the financial statements, the
collectability of accounts receivable and advances to contractors at June 30,
1996, is dependent upon the contractors generating enough future home
installation business for a sufficient period of time to repay Foxmoor
Industries, Ltd. Management has recorded an allowance for doubtful accounts of
$190,000 related to total receivables and advances of $1,501,895. Management
expects to be repaid in full. The ultimate collectability of these accounts
receivable and advances to contractors cannot presently be determined.
John M. Hanson & Company, P.C.
Denver, Colorado
September 13, 1996
<PAGE>
<PAGE>
<TABLE>
FOXMOOR INDUSTRIES, LTD.
Balance Sheets (Page 1 of 2)
<CAPTION>
ASSETS
June 30, 1996 1995
- ------------------------------------------- ---------- ----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents (Notes A and G) $1,213,616 $1,529,970
Assignments receivable (Note C) 526,216 502,019
Warehouse line loans receivable (Note E) 199,951 -
Accounts receivable - other (Note G) 294,680 66,189
Note receivable - current - 64,856
Deferred tax asset (Note D) 26,400 52,700
----------- -----------
Total current assets 2,260,863 2,215,734
EQUIPMENT - AT COST
Office furniture and equipment 52,647 46,708
Less accumulated depreciation (Note A) (37,878) (30,611)
----------- -----------
Net equipment 14,769 16,097
OTHER ASSETS
Advances to contractors (Note C) 277,400 248,764
Assignments receivable - long-term portion
(Note C) 443,423 398,421
Note receivable - non-current 64,856 -
Mortgages receivable 33,947 -
Deferred tax asset (Note D) 130,800 114,000
Organization costs - net of accumulated
amortization of $2,023 at June 30, 1996
(Note A) 15,314 -
Deposits 3,643 2,674
----------- -----------
Total other assets 969,383 763,859
----------- -----------
Total assets $3,245,015 $2,995,690
========== ==========
The accompanying notes are an integral part of these statements
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FOXMOOR INDUSTRIES, LTD.
Balance Sheets (Page 2 of 2)
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, 1996 1995
- ------------------------------------------- ---------- ----------
<S> <C> <C>
CURRENT LIABILITIES
Notes payable (Note E) $ 199,951 $ 300,000
Accounts payable - trade 6,369 11,948
Accrued liabilities 2,785 739
----------- -----------
Total current liabilities 209,105 312,687
COMMITMENTS (NOTE I) - -
STOCKHOLDERS' EQUITY (NOTES F AND H)
Common stock - authorized 3,750,000 shares
of $.01 par value; 1,918,150 and 1,747,650
shares issued at June 30, 1996 and 1995,
respectively 19,082 17,477
Preferred stock - authorized 3,000,000 shares
of $.01 par value; issued and outstanding
-0- shares - -
Capital in excess of par value 3,777,535 3,442,827
Accumulated deficit (615,707) (632,301)
----------- -----------
3,180,910 2,828,003
Less cost of 61,000 shares in treasury (145,000) (145,000)
----------- -----------
Total stockholders' equity 3,035,910 2,683,003
----------- -----------
Total liabilities and stockholders' equity $3,245,015 $2,995,690
========== ==========
The accompanying notes are an integral part of these statements
/TABLE
<PAGE>
<PAGE>
<TABLE>
FOXMOOR INDUSTRIES, LTD.
Statements of Earnings
<CAPTION>
Year Ended June 30, 1996 1995 1994
- ------------------- -------- --------- --------
<S> <C> <C> <C>
Assignment revenue (Note B) $369,016 $742,490 $547,074
Consulting revenue - - 45,000
Interest income (Note G) 94,912 51,853 51,994
Loss on stock investment - (7,500) -
--------- --------- --------
Total revenue 463,928 786,843 644,068
Operating expenses
Bad debt expense - 472,540 -
Travel and entertainment 22,319 31,692 34,858
Advertising, promotions and marketing 66,904 16,540 32,045
Computer expense 3,733 19,674 -
Consulting and commissions 72,862 73,213 45,353
Telephone 22,652 26,289 19,820
Legal and accounting 18,703 21,698 13,560
Rent 24,342 20,929 11,611
Rental equipment 4,756 3,734 2,842
Dues, subscriptions and fees 13,283 7,978 5,009
Office supplies and expenses 7,495 17,082 8,218
Postage and shipping 14,258 10,551 7,469
Other 13,133 36,377 14,813
Salaries 89,038 84,424 77,495
Contract labor 7,789 14,951 13,236
Depreciation and amortization 9,290 4,296 969
Taxes - Payroll 8,719 10,567 7,233
Taxes - Other 4,024 1,628 5,037
Warehouse expense 18,143 - -
Interest expense 11,623 3,139 8,678
Auto expense 4,768 5,683 5,223
Write off of film cost inventory - - 7,500
--------- --------- --------
Total operating expenses 437,834 882,985 320,96
--------- --------- --------
Earnings (loss) before
income taxes 26,094 (96,142) 323,099
Income tax (expense) benefit (Note D) (9,500) 166,700 -
--------- --------- --------
NET EARNINGS $ 16,594 $ 70,558 $323,099
======== ======== ========
EARNINGS PER SHARE (NOTE A) $ .01 $ .03 $ .18
======== ======== ========
The accompanying notes are an integral part of these statements
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FOXMOOR INDUSTRIES, LTD.
Statements of Changes in Stockholders' Equity
From July 1, 1993 to June 30, 1996
<CAPTION>
Common Stock
--------------------- Capital in Accumu- Stock-
Shares Treasury Excess of lated holders'
Issued Amount Stock Par Value Deficit Equity
--------- -------- ---------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Balance - July 1, 1993 1,376,650 $ 13,767 $ (30,000) $2,778,362 $(1,025,958) $1,736,171
Net earnings for the year - - - - 323,099 323,099
Warrants exercised (Note F) 245,100 2,451 - 468,124 - 470,575
--------- -------- --------- ---------- ------------ -----------
Balance - June 30, 1994 1,621,750 16,218 (30,000) 3,246,486 (702,859) 2,529,845
Net earnings for the year - - - - 70,558 70,558
Repurchase of 25,000 shares
of common stock - - (115,000) - - (115,000)
Warrants exercised (Note F) 125,900 1,259 - 196,341 - 197,600
--------- -------- --------- ---------- ------------ -----------
Balance - June 30, 1995 1,747,650 17,477 (145,000) 3,442,827 (632,301) 2,683,003
Net earnings for the year - - - - 16,594 16,594
Warrants exercised (Note F) 170,500 1,605 - 334,708 - 336,313
--------- -------- --------- ---------- ------------ -----------
Balance - June 30, 1996 1,918,150 $ 19,082 $(145,000) $3,777,535 $ (615,707) $3,035,910
========= ======== ========== ========== ============ ==========
The accompanying notes are an integral part of these statements
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FOXMOOR INDUSTRIES, LTD.
Statements of Cash Flows (Page 1 of 2)
<CAPTION>
Year Ended June 30, 1996 1995 1994
- ------------------- ----------- ----------- -----------
<C> <C> <C> <C>
Operating activities:
Assignment revenue collected,
net of contracts purchased $ 316,988 $ 483,368 $ 347,547
Cash paid to suppliers and
employees (438,760) (379,852) (293,091)
Interest received 94,912 51,853 51,994
Interest paid (11,623) (3,139) (8,678)
Income taxes paid (1,134) - -
----------- ----------- -----------
Net cash (used for) provided
by operating activities (39,617) 152,230 97,772
Investing activities:
Net advances (to) from consultant (243,964) (278,078) 8,297
Purchases of equipment (5,939) (5,897) (15,465)
Net increase in mortgages receivable (34,511) - -
Payments on note receivable - 14,222 -
Advances to contractors (28,636) (145,774) (303,715)
----------- ----------- -----------
Net cash (used for) investing
activities (313,050) (415,527) (310,883)
Financing activities:
Payments on note payable (300,000) - (55,000)
Proceeds from sale of common stock 336,313 197,600 470,575
----------- ----------- -----------
Net cash provided by
financing activities 36,313 197,600 415,575
----------- ----------- -----------
Net change in cash and cash
equivalents (316,354) (65,697) 202,464
Cash and cash equivalents at
beginning of year 1,529,970 1,595,667 1,393,203
----------- ----------- -----------
Cash and cash equivalents at end
of year $1,213,616 $1,529,970 $1,595,667
========== ========== ==========
The accompanying notes are an integral part of these statements
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FOXMOOR INDUSTRIES, LTD.
Statements of Cash Flows (Page 2 of 2)
<CAPTION>
Year Ended June 30, 1996 1995 1994
- ------------------- --------- --------- ----------
<S> <C> <C> <C>
Reconciliation of net earnings
to net cash (used for) provided
by operating activities:
Net earnings $ 16,594 $ 70,558 $ 323,099
Reconciling adjustments:
Loss on stock investment - 7,500 -
Allowance for doubtful accounts - 472,540 -
Film inventory write-off - - 7,500
Depreciation and amortization 9,290 4,296 969
Changes in operating assets and
liabilities:
Receivables (52,028) (234,122) (244,527)
Income taxes refundable (1,134) - -
Deferred tax asset 9,500 (166,700) -
Deposits (969) (375) (625)
Organization costs (17,337) - -
Accounts payable (5,579) 3,856 5,294
Accrued liabilities 2,046 (5,323) 6,062
----------- ----------- -----------
Total adjustments (56,211) 81,672 (225,327)
----------- ----------- -----------
Net cash (used for) provided
by operating activities $(39,617) $152,230 $ 97,772
========= ======== ==========
</TABLE>
Supplemental schedule of noncash investing and financing activities:
During the year ended June 30, 1995, the Company repurchased 25,000 shares of
treasury stock from an officer and reduced accounts receivable by $115,000.
During the year ended June 30, 1995, the Company obtained a note receivable for
$79,078 previously advanced to a dealer.
As of June 30, 1996, the subsidiary has an outstanding balance of $199,951 on a
warehouse line of credit and a corresponding receivable of $199,951 from
customers.
The accompanying notes are an integral part of these statements
<PAGE>
<PAGE>
FOXMOOR INDUSTRIES, LTD.
Notes to Financial Statements
June 30, 1996
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Organization
- ------------
Foxmoor Industries, Ltd. was organized in December, 1981, under the laws of the
State of Delaware and is engaged primarily in a planned interim funding program
for home improvement installment sale contracts. Foxmoor Funding Corp., a
wholly owned subsidiary, was incorporated in 1995 under the laws of the State
of Colorado and is engaged in substantially the same business as the parent.
Consolidation Policy
- --------------------
The accompanying consolidated financial statements include the accounts of
Foxmoor Industries, Ltd. and Foxmoor Funding Corp. Intercompany transactions
and balances have been eliminated in consolidation.
Use of Estimates
- ----------------
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in these financial statements
and accompanying notes. Actual results could differ from those estimates.
Due to the inherent uncertainty involved in estimating the collectibility of
receivables, it is reasonably possible that such estimated costs could be
revised in the near-term by a material amount.
The Company has recorded deferred tax assets of $157,200 as of June 30, 1996.
The estimated realizable deferred tax assets could be revised in the near-term
by a material amount.
Depreciation
- ------------
Depreciation has been provided in amounts sufficient to relate the costs of
depreciable assets to operations over their estimated useful lives, using
straight-line and accelerated methods.
Earnings Per Share
- ------------------
Earnings per share of common stock is computed based upon the weighted average
number of shares outstanding for the period. Weighted average common stock
warrants of 432,000, 597,500 and 215,000 have been included as common stock
equivalents for the years ended June 30, 1996, 1995 and 1994. Weighted average
shares and common stock equivalents outstanding are as follows:
<TABLE>
<S> <C>
June 30, 1996 2,284,150
June 30, 1995 2,309,150
June 30, 1994 1,806,750
</TABLE>
Amortization of Organization Costs
- ----------------------------------
The subsidiary is amortizing organization costs on the straight-line method
over a five year period.
Cash and Cash Equivalents
- -------------------------
For purposes of the statements of cash flows the Company considers all highly
liquid debt instruments with an original maturity of three months or less to be
cash equivalents. As of June 30, 1996, the Company has a total of $911,000 of
cash in three banks in excess of federally insured amounts. See Note G also.
Financial Instruments
- ---------------------
The carrying amounts reported in the balance sheets for all financial
instruments approximate fair value.
NOTE B - ASSIGNMENT REVENUE
- ---------------------------
The Company provides interim financing on a full recourse basis for fixed rate,
closed end installment sales contracts preapproved by an acceptable financial
institution. After an acceptable financial institution has issued an approval
of a homeowner's credit, the Company may purchase from a home improvement
contractor ("Contractor") all or a portion of the contract at a predetermined
market discount. The agreement calls for the contracts to be fully funded by
the financial institution within sixteen days of the purchase date. Extensions
of time can be granted by Foxmoor for an additional fee. If any disruption of
work occurs, or for any other reason the homeowner's contract is not completed,
the Contractor is obligated to substitute another valid contract acceptable to
the Company.
At any one time, the contracts owned by the Company may be in various stages of
completion. If the Contractor would go out of business, it would be the
Company's responsibility to complete all remaining work in order to receive the
funds from the financial institution, thereby constituting a risk of loss of
revenue and principal. Revenue from the contracts is recognized by the Company
when the contract is completed and funded by the financial institution or the
customer.
At June 30, 1996, the Company has contracts with nine contractors. At June 30,
1996, 1995 and 1994, $888,379 (77%), $888,379 (81%), and $615,398 (61%) of the
total assignments receivable are from one contractor. Revenue for June 30,
1996, 1995 and 1994 from this one contractor is in excess of the percentage of
accounts receivable from above. The Company has purchased a $250,000 term life
insurance policy on the key employee of this contractor, naming Foxmoor as the
beneficiary of the policy.
NOTE C - ACCOUNTS RECEIVABLE
- ----------------------------
The Company has made non-interest bearing advances to Contractors to help their
cash flows. The collectability of accounts receivable and advances to
contractors is dependent upon the Contractors generating enough future home
installation business for a sufficient period of time to repay Foxmoor
Industries, Ltd. Assignments receivable and advances to Contractors of
$472,540 were written off as bad debt expense during the year ended June 30,
1995. Foxmoor is currently negotiating an agreement with its major Contractor
that would include provisions for payback of accounts receivable and advances
at June 30, 1996 totaling $1,166,000 due from this contractor and other related
entities. Generally, the Company does not require collateral or other security
to support receivables or advances to Contractors.
Allowance for Doubtful Accounts
- -------------------------------
As of June 30, 1996, the Company has established an allowance for estimated
uncollectible assignments receivable of $190,000 related to total receivables
and advances of $1,501,895.
NOTE D - INCOME TAXES
- ---------------------
For the years ended June 30, 1995, 1994 and 1993, the entire amount of taxable
income was offset by net operating loss (NOL) carryforwards.
<TABLE>
<CAPTION>
Income
Tax Using
Taxable Statutory Benefit of Current
Year Income Rates NOL Used Provision
- ------------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
June 30, 1996 $ 33,000 $ 11,000 $ (11,000) $ -
June 30, 1995 111,000 38,000 (38,000) $ -
June 30, 1994 327,000 111,000 (111,000) $ -
</TABLE>
At June 30, 1996 the Company has remaining net operating loss carryforwards of
$382,000 which expire in the year 2006.
A valuation allowance of $137,000 was established to offset the deferred tax
asset of $137,000 at June 30, 1994, resulting from net operating loss
carryforwards. As of June 30, 1996 and 1995, deferred tax assets of $157,200
and $166,700 have been recognized for the net operating loss carryforward and
on the allowance for doubtful accounts. No valuation allowance is required at
June 30, 1996 and 1995. The provision for income taxes all represents deferred
taxes.
NOTE E - NOTES PAYABLE
- ----------------------
<TABLE>
<CAPTION>
June 30,
-----------------------
1996 1995
-------- --------
<S> <C> <C>
Note payable to bank with interest at 4.51%,
due on demand with a maturity date of
October, 1995. $ - $300,000
Note payable to bank on a $1 million line
of credit, with interest at 1% over prime,
collateralized by deeds of trust on real
property of customers. The note is
automatically renewable unless 120 day
cancellation notice is given by either
party. 199,951 -
-------- --------
$199,951 $300,000
======== ========
Additional information for year ended
June 30, 1996 1995
-------- --------
Weighted average interest rate at year end 9.25% 4.51%
Weighted average interest rate during the year 7.77% 5.2%
Maximum amount outstanding $300,000 $300,000
Average amount outstanding $142,037 $ 60,822
</TABLE>
NOTE F - STOCKHOLDERS' EQUITY
- -----------------------------
The Company issued warrants to purchase $.01 par value common stock of the
Company at $2.00 as follows:
<TABLE>
<CAPTION>
Number of
Warrants - $2.00/share Year Ended Warrants Proceeds
- ---------------------- ------------- --------- --------
<S> <C> <C> <C>
Warrants outstanding June 30, 1992 518,400
Warrants issued June 30, 1993 335,000
---------
853,400
Warrants exercised June 30, 1993 (313,300) $626,600
Warrants exercised June 30, 1994 (245,100) $490,200
Warrants expired June 30, 1994 (80,000) -
Warrants exercised June 30, 1995 (17,500) $ 35,000
Warrants exercised June 30, 1996 (150,500) $303,500
---------
Warrants outstanding June 30, 1996 47,000
(Expiring July, 1997) ======
</TABLE>
The Company issued additional warrants to purchase $.01 par value common stock
of the Company as follows:
<TABLE>
<CAPTION>
Number of
Warrants - $1.50/share Year Ended Warrants Proceeds
- ---------------------- ------------- --------- --------
<S> <C> <C> <C>
Warrants issued June 30, 1995 200,000
Warrants exercised June 30, 1995 (108,400) $162,600
Warrants expired June 30, 1995 (91,600)
---------
Warrants outstanding June 30, 1995 -
=========
Number of
Warrants - $2.18/share Year Ended Warrants Proceeds
- ---------------------- ------------- --------- --------
Warrants issued June 30, 1995 400,000
Warrants exercised June 30, 1996 (15,000) $ 32,813
---------
Warrants outstanding June 30, 1995 385,000
(Expiring June 30, 1997) =======
</TABLE>
All outstanding warrants are exercisable. Registration statements are
effective registering 853,400 and 600,000 shares of common stock underlying the
warrants.
NOTE G - INTEREST INCOME
- ------------------------
Foxmoor Industries, Ltd. in the ordinary course of business made unsecured
short-term advances of funds to unrelated parties. Interest income related to
these advances for the years ended June 30, 1996, 1995 and 1994 was $45,000,
$46,000 and $42,000, respectively. The Company advanced up to $1,281,000 and
$990,000 during the years ended June 30, 1996 and 1995. As of June 30, 1996
and 1995, accounts receivable - other includes $275,203 and $31,239 of these
advances. In July, 1996, an additional $1,035,000 of cash was loaned as a
short-term unsecured advance to a consultant of the Company.
In addition, for the year ended June 30, 1996, approximately $36,000 of
interest income was received on outstanding balances of advances to the
Company's major customer.
NOTE H - RELATED PARTY TRANSACTIONS
- -----------------------------------
During the year ended June 30, 1995, the Company repurchased 25,000 shares of
treasury stock from an officer and reduced accounts receivable by $115,000.
There were no other significant transactions with members of the board of
directors or other related parties.
NOTE I - COMMITMENTS
- --------------------
The Company leases office space under a non-cancellable operating lease
expiring in May, 1998. The Company also leases a vehicle and equipment under
non-cancellable operating leases, expiring in the year ended June, 1997.
Future minimum lease payments are as follows:
<TABLE>
<S> <C>
June 30, 1997 $ 28,815
June 30, 1998 24,452
--------
$ 53,267
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized.
FOXMOOR INDUSTRIES, LTD.
Date: 9/27/96 By: /s/ W. Ross C. Corace
------------------- ----------------------------------------
W. Ross. C. Corace, President, Treasurer
Principal Financial Officer and
Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ W. Ross C. Corace Director 9/27/96
- ----------------------------- -----------
W. Ross C. Corace
/s/ H. James Nerlin Director 9/27/96
- ----------------------------- -----------
H. James Nerlin
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> JUN-30-1996
<CASH> 1,213,616
<SECURITIES> 0
<RECEIVABLES> 1,701,846
<ALLOWANCES> 190,000
<INVENTORY> 0
<CURRENT-ASSETS> 2,260,863
<PP&E> 52,647
<DEPRECIATION> 37,878
<TOTAL-ASSETS> 3,245,015
<CURRENT-LIABILITIES> 209,105
<BONDS> 0
0
0
<COMMON> 19,802
<OTHER-SE> 3,777,535<F1>
<TOTAL-LIABILITY-AND-EQUITY> 3,245,015
<SALES> 0
<TOTAL-REVENUES> 463,928
<CGS> 0
<TOTAL-COSTS> 437,834
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 26,094
<INCOME-TAX> 9,500
<INCOME-CONTINUING> 16,594
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,594
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
<FN>
<F1>Capital in excess of treasury stock:
3,777,535
(145,000)
----------
3,632,535
Not included in above number is accumulated deficit of (615,707).
- ------------
</FN>
</TABLE>
