U. S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
________________________________________________
FORM 10-KSB
[ X ] Annual report under Section 13 or 15 (d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1995
Commission File No. 2-97360-A
FAST EDDIE RACING STABLES, INC.
(Exact name of issuer as specified in its charter)
Florida 59-2091510
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number
424 N.E. 10th Street, Boca Raton, Florida 33432-2938
(Address of principal Executive Offices) (Zip Code)
Issuers telephone number, including area code: (407) 395-6202
Securities registered pursuant to Section 12 (b) of the Exchange Act:
Title of each class Name of each exchange on which registered
Common stock, $.01 par value O.T.C.
Securities registered pursuant to Section 12 (g) of the Exchange Act: None
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has not been subject to such filing requirements for the past 90 days.
Yes ____ No X .
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation SB contained herein, and will not be contained to the best of
registrant s knowledge in a definitive proxy or information statement
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB [ ].
As of July 31, 1996 there were 2,245,500 shares of the Company s common
stock, $.01 par value, outstanding and there was no aggregate market value of
the voting stock held by non-affiliates of the registrant on such date.
Transitional Small Business Disclosure Format: Yes______ No___X___
DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General Development of the Business
Fast Eddie Racing Stables, Inc. (the Company ), was incorporated under the
laws of the State of Florida on April 3, 1981. During the period from
inception through the year ended December 31, 1988 the Company was engaged in
the business of acquiring, racing and selling standardbred race horses (pacers
and trotters. During the year ended December 31, 1989, the Company
discontinued operations and through the date hereof, has been inactive.
Description of the Business
During the years it conducted operations, the Company owned and raced
standardbred race horses at facilities in Florida, New York, New Jersey,
Maryland and California. The horses were trained and driven by independent
professional personnel pursuant to specific agreements. Under these
agreements, the bulk of the training, boarding and related costs of maintaining
the Company s horses were borne by the driver/trainer.
During the year ended December 31, 1989 the Company sold or otherwise
disposed of all remaining horses in order to settle outstanding indebtedness.
At that point and through the date hereof the Company has been inactive.
At present, the Company has only one employee, its President and Chief
Financial Officer, Edward T. Shea, Jr.
ITEM 2. PROPERTIES
The Company utilizes it President s home, which is located at 424 N.E. 10th
Street, Boca Raton, Florida 33432-2938, as its principal place of business.
Such facilities are available to the Company on an informal basis.
ITEM 3. LEGAL PROCEEDINGS
No legal proceeding occurred during the periods covered by this report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the periods
covered by this report.
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company has been inactive for a period in excess of five years as of
the date hereof and has not filed all required reports with the United States
Securities and Exchange Commission. Accordingly, there has been no available
market for its common stock. During the year ended December 31, 1986 the
Company s common stock price, as reported in the Pink Sheets published by the
National Quotation Bureau, Inc., had a high and low of $1.25 and $.12,
respectively. During most of 1987 and periods subsequent thereto, the shares
were either unquoted or quoted at $.01.
As of December 31, 1987, there were approximately 47 holders of record of
the Company's common stock. This information was obtained from the Company's
transfer agent. Subsequent transfers of the Company s common stock , if any,
are unknown.
The Company has not paid any cash dividends on its common stock to date and
does not anticipate or contemplate paying dividends in the foreseeable future.
Any decisions as to future payment of dividends will depend on earnings and
financial position of the Company and such other factors as the Board of
Directors deems relevant.
ITEM 6. MANAGEMENT S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
Results of operations
During the years it conducted operations (1983 - 1989), the Company owned
and raced standardbred race horses at facilities in Florida, New York, New
Jersey, Maryland and California. Through such period, the Company was not able
to generate income from operations or net income. Accordingly, its resources
were exhausted and during the year ended December 31, 1989, the Company sold
or otherwise disposed of all remaining horses and other assets in order to
settle outstanding indebtedness. At that point and through the date hereof the
Company has been inactive.
Liquidity
The Company does not currently have any cash or cash equivalents. Current
expenses of the Company including licenses, regulatory filings and related
professional fees have been paid by the Company s President.
Foreign operations
The Company has not had, and does not presently have any foreign
operations.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements and Supplementary Data are set forth in ITEM 14.
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
The Company s independent accountants during the period from inception
through the Company s Form 10-K filing for the year ended December 31, 1987 was
Imber & Anchel, Certified Public Accountants. Such firm is no longer in
existence, and the successor firm does not provide accounting services to
companies filing with the United States Securities and Exchange Commission.
During 1996, the Company engaged Levi, Rattner, Cahlin & Co., Certified
Public Accountants, as independent accountants for financial statements to be
included in prospective filings with the United States Securities and Exchange
Commission.
The Company has never had a disagreement with its accountants relating to
accounting or financial disclosures.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
The following table sets forth certain information concerning the Directors
and Executive Officers of the Company:
Name Age Position Since (see Notes)
Edward T. Shea, Jr. 52 President/Chief Financial April, 1981
Officer/Director
Notes:
(1) During 1989, Michael Jamison resigned his position as the Company's
Chief Financial Officer and Director. At that point and through the date
hereof, Mr. Shea has assumed his responsibilities.
(2) During 1989, Messrs. Eugene Cooke, Vincent Mulhall and Thomas McGinty
resigned the positions as Directors of the Company.
(3) Directors are elected to serve until the next annual meeting of
shareholders. The Company's Executive Officers serve at the discretion of the
Board of Directors. Each of the Company s Directors and Officers continues to
serve until their successors have been elected and qualified.
The following is information regarding the principal occupations of the
Director, officer and sole employee of the Company:
Edward T. Shea, Jr. - From 1978 to date, except for the an approximate one
year period from mid-1985 through 1986 when he worked full time for the
Company, Mr. Shea has been a registered representative with several stock
brokerage firms. For the past three years he has been employed in such
capacity by PCM Securities, Ltd., Boca Raton, Florida.
From 1980 through 1983, Mr. Shea was Racing Handicapper and harness racing
columnist for the Boca Raton New, Boca Raton, Florida. He is a licensed owner
of race horses.
ITEM 10. EXECUTIVE COMPENSATION
The Company has no full time employees at present. The sole employee is
Edward T. Shea, Jr., the Company s President and Chief Financial Officer. He
serves in these capacities on a part time basis without compensation.
Mr. Shea was compensated through December 31, 1987 pursuant to an
Employment Agreement which provided for an annual salary of $60,000. In
connection with the winding down of operations during 1989, loans advance to
Mr. Shea aggregating $79,374 were charged against operations in satisfaction of
any past or prospective obligation the Company would have related to such
Employment Agreement.
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Amount and nature of
Name of Beneficial Owner Beneficial Ownership Percent of class
<TABLE>
<S> <C> <C>
Edward T. Shea, Jr. 800,000 shares 35.6%
All officers and directors
as a group (1 person) 800,000 shares 35.6%
</TABLE>
At present, there are no outstanding stock options or purchase warrants to
acquire shares of the Company s common stock.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the period 1985 - 1989, the Company had advanced loans to its
President, Edward T. Shea. Jr. Mr. Shea had repaid approximately $33,000 of the
loans leaving a balance of $79,374 due to the Company when it discontinued
operations in 1989. Such amount was written off as a charge against operations
during the fiscal year ended December 31, 1989.
During the year ended December 31, 1987, Edward T. Shea, Jr. borrowed
$120,000 from the Company in order to purchase investment stock on the behalf of
the Company. Subsequent to the original purchase of such stock, it was titled
in the name of the Company rather than Mr. Shea, personally. When such transfer
occurred, the stock had already decreased in value to approximately $22,000.
Mr. Shea agreed to reimburse the Company for any losses realized from this
investment. During 1988 and through the date of discontinuing operations in
1989 the Company sustained additional losses on its investments. Aggregate
investment losses charged against operations since inception amounted to
approximately $139,000. Mr. Shea s informal agreement to reimburse the Company
for losses associated with the 1987 investment was excused in conjunction with
the discontinuance of operations.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(a) There are filed as part of this Form 10-KSB the following:
(1) Financial statements - Pursuant to Section 210.3-11 of
Regulation SX, the financial statements presented herein are unaudited as the
registrant is deem to be inactive (as that term is defined within the
Regulation):
(I) Balance sheets as of December 31, 1994 and 1995
(ii) Statements of operations for each of the three years ended
December 31, 1993, 1994 and 1995
(iii)Statements of shareholders equity for each of the three
years ended December 31, 1993, 1994 and 1995
(iv) Statements of cash flows for each of the three years ended
December 31, 1993, 1994 and 1995
(v) Notes to financial statements
(2) Schedules are omitted because either they are not applicable or the
required information is shown in the financial statements or notes thereto.
(3) Form 8-K - The Company did not file any Form 8-K during the
periods covered by this filing.
(4) The documents listed below were previously filed with the Commission
with the Company s Form S-18 Registration No. 2-98138-A filed October 7, 1985
and are incorporated by reference:
(i) Articles of Incorporation of the Company
(ii) Bylaws of the Company
(iii) Specimen common stock certificate of the Company
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on the date hereof.
FAST EDDIE RACING STABLES, INC.
By:/s/ Edward T. Shea, Jr.
Edward T. Shea, Jr., President
Dated: August 9, 1996
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, this report has
been signed below by the following persons on the behalf of the registrant in
the capacity indicated as of the date hereof
Signatures Titles Date
President, Principal Operating
Officer, Principal Financial
Officer, Principal Accounting
/s/ Edward T. Shea, Jr. Oficer August 9, 1996
Edward T. Shea, Jr.
<PAGE>
FAST EDDIE RACING STABLES, INC.
BALANCE SHEETS
DECEMBER 31, 1994 AND 1995
1994 1995
<TABLE>
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ - $ -
Marketable securities 0 0
Other current assets 0 0
Total current assets 0 0
Standardbred race horses, at cost, net of
accumulated depreciation (Note 2) 0 0
Loan to officer (Note 3) 0 0
Other assets 0 0
Total assets $ - $ -
Liabilities and shareholders' equity
Current liabilities:
Accounts payable and accrued expenses $ 0 $ 0
Total current liabilities 0 0
Commitments and contingencies (Note 4) - -
Shareholders' equity:
Common stock, $.01 par value, 5,000,000
shares authorized; 2,245,500 shares
issued and outstanding 22,455 22,455
Additional paid-in capital 737,200 737,200
Deficit (759,655) (759,655)
Total shareholders' equity 0 0
Total liabilities and shareholders' equity $ - $ -
The accompanying notes to the financial statements are an integral part of these
financial statements.
<PAGE>
FAST EDDIE RACING STABLES, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
1993 1994 1995
</TABLE>
<TABLE>
<S> <C> <C> <C>
Racing revenues $ - $ - $ -
Racing expenses 0 0 0
0 0 0
Administrative expenses 0 0 0
Income (loss) from operations 0 0 0
Other income (expense):
Interest and other income 0 0 0
Gain (loss) on marketable securities 0 0 0
Gain (loss) on disposition of race horses 0 0 0
Write off of limited partnership investment 0 0 0
Write off of loan to officer 0 0 0
0 0 0
Net (loss) $ - $ - $ -
Net (loss) per share $ - $ - $ -
</TABLE>
The accompanying notes to the financial statements are an integral part on these
financial statements.
<PAGE>
FAST EDDIE RACING STABLES, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
Additional Total
Common paid-in shareholders'
stock capital Deficit equity
<TABLE>
<S> <C> <C> <C> <C>
Balance, December 31, 1992 $ 22,455 $ 737,200 $ (759,655) $ -
Net loss for year 0 $ -
Balance, December 31, 1993 22,455 737,200 (759,655) $ -
Net loss for year 0 $ -
Balance, December 31, 1994 22,455 737,200 (759,655) $ -
Net loss for year 0 $ -
Balance, December 31, 1995 $ 22,455 $ 737,200 $ (759,655) $ -
</TABLE>
The accompanying notes to the financial statements are an integral part on these
financial statements.
<PAGE>
FAST EDDIE RACING STABLES, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
1993 1994 1995
<TABLE>
<S> <C> <C> <C>
Cash flows from operating activities
Net Loss $ - $ - $ -
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation 0 0 0
Loss on marketable securities 0 0 0
Loss (gain) on disposition of race horses 0 0 0
Loss on write off of limited partnership
investment 0 0 0
Write off of loan receivable - officer 0 0 0
Changes in operating assets and liabilities
Other current assets 0 0 0
Accounts payable and accrued expenses 0 0 0
Total adjustments 0 0 0
Net cash provided (used) in operating
activities 0 0 0
Cash flows from investing activities
Purchase of standardbred race horses 0 0 0
Sales of standardbred race horses 0 0 0
Purchase and sales of marketable
securities, net 0 0 0
Investment in limited partnership 0 0 0
Loans (advanced to) repaid by officer 0 0 0
Refund of security deposits 0 0 0
Net cash provided (used) by investing
activities 0 0 0
Net increase (decrease) in cash 0 0 0
Cash, beginning of period 0 0 0
Cash, end of period $ - $ - $ -
</TABLE>
The accompanying notes to the financial statements are an integral part on these
financial statements.
<PAGE>
FAST EDDIE RACING STABLES, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
NOTE 1. Organization
Fast Eddie Racing Stables, Inc. (the Company ) was organized under the laws of
the State of Florida in 1981 and commenced operations in September, 1983. The
Company was involved in the business of racing and trading standardbred race
horses until 1989 when it ceased operations.
NOTE 2. Summary of significant accounting policies
Standardbred race horses are stated at cost. Depreciation is computed
utilizing the straight-line method over a five (5) year period, the estimated
useful life of such asset.
NOTE 3. Loans to officer and related party transactions
As of December 31, 1988, the president of Company, Edward T. Shea, Jr., was
obligated to the Company in the amount of $78,083. The terms of the loan were
unsecured, due on demand, and bearing interest at 10% per annum. In connection
with winding down operations in 1989, the Company charged this loan off against
operations.
Concurrent with their employment with the Company, the president and vice
president also acted as account executives with a brokerage firm used by the
Company for its investments. In this capacity, they earned commissions for
brokerage transactions made by the Company. The amount of such commissions
cannot be determined at this time.
NOTE 4. Commitments and contingencies
In connection with the cessation of operations, the Company abrogated certain
lease obligations covering the president s vehicle and the Company s corporate
offices. The potential liability, if any, associated with these actions has not
been reflected in the accompanying financial statements.
The Company may be contingently liable for payroll taxes and related costs
associated with the forgiveness of the president s loan and unsubstantiated
travel and entertainment expenses. No provision has been made in the
accompanying financial statements for such items.
NOTE 5. Investment in limited partnership
Through December 31, 1988, the Company had expended approximately $9,500 for
organizing a limited partnership in which it was contemplated that the Company
would act as the general partner. In connection with the cessation of
operations in 1989, the related costs associated with the development of the
limited partnership were charged to operations.
NOTE 6. Income taxes
The Company has potential net operating loss carryforwards of approximately
$707,000 as of December 31, 1995 expiring in 1998 through 2002.
</DOCUMENT
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 12,455
0
0
<OTHER-SE> (12,455)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
