SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal years ended May, 1989, 1990, 1991, 1992, 1993,
1994, 1995, 1996, 1997
Commission File Number 0-15900
MARCI INTERNATIONAL IMPORTS, INC.
(Exact name of Registrant as specified in its charter)
Georgia 59-3461241
(state or other jurisdiction of (I.R.S. Employer
corporation organization) identification No.)
1612 N. Osceola Avennue
Clearwater, Florida 33755
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code:
(813) 443 - 3434
Securities Registered pursuant to Section 12(g) of the Act
Common Stock, par value $.01 per share.
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).
Yes __________ No. ___ X _____
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the Registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
N/A Yes ___ No ____
The number of shares outstanding of the Registrant's common stock
was 5,181,085 (according to the records of the transfer agent,
American Stock Transfer & Trust Company) as of April 10,1989. The
Registrant is an inactive Registrant and there has been virtually
no market for the securities of the Registrant over the last
seven years.
PART I
Item 1. Business
Corporate Background Information
MARCI INTERNATIONAL IMPORTS INC. (the"Registrant") was
organized in Georgia in 1980 and was formerly known as Marci
Discount Imports, Inc. In November 1986, the Registrant changed
its state of incorporation to Delaware and simultaneously changed
its name to Marci International Imports, Inc. The Registrant's
business consisted of a chain of retail import stores in Georgia,
South Carolina and Alabama; they offered a wide assortment of
home furnishings imported principally from the orient. The
Registrant also offered domestically manufactured solid brass
beds, home furnishings and gifts. The Registrant's stock is
registered under Section 12(g) of the Securities Exchange Act of
1934 ("the Exchange Act"). The Registrant successfully completed
an initial public offering of its Common Stock on February 19,
1987, pursuant to a Form S-1 registration statement under the
Securities Act of 1933 (the "Securities Act").
After pursuing its business for several years, the
Registrant filed a voluntary petition under Chapter 11 of the
Bankruptcy Act on March 16, 1989. This proceeding was filed with
the U.S. Bankruptcy Court for the Northern District of Georgia
and designated as Case #89-02801. On September 10, 1990, the
Registrant's Chapter 11 case was voluntarily converted to a case
in Chapter 7 which resulted in the orderly liquidation of all
corporate assets and the use of the proceeds to repay the
Registrant's creditors. On July 14, 1995 the Registrant's case
under Chapter 7 was closed by an order of the Court and the
trustee was discharged. As a result of the conversion of the
RegistrantOs Chapter 11 case to a case under Chapter 7 of the
Bankruptcy Act, the Registrant has had no assets, liabilities,
management or ongoing operations and has not engaged in any
business activities since September 10, 1990.
During the pendancy of its Bankruptcy case, the Registrant
did not file franchise tax returns with and pay the required
franchise taxes to the State of Georgia. As a result, the
Registrant's corporate charter was revoked by order of the
Secretary of State of the State of Georgia on January 9, 1992.
Similarly, the management of the Registrant neglected to file
with the SEC either (a) the regular reports that are required of
all companies that have securities registered under the Exchange
Act, or (b) a certification on Form 15 terminating its
registration under the Exchange Act. As a result, the Registrant
remained a Registrant under the Exchange Act but was seriously
delinquent in its SEC reporting obligations. According to the
National Quotation Bureau, the last published quotation for the
Registrant's Common Stock was posted by Herzog, Heine, Geduld,
Inc., one of the Registrant's market makers, on October 15, 1996.
At that time, the published quote was $0.00 bid and $0.10 asked.
On October 15, 1996, Captson Network Company, Inc.
(OCapstonO) purchased 2000 shares of of the RegistrantOs issued
and outstanding common stock for a price of $0.10 per share in an
open market transaction. Thereafter, acting in its capacity as a
Stockholder of the Registrant, and without first receiving any
consent, approval or authorization of any other Stockholder or
former officer or director of the Registrant, Capston applied for
and received a reinstatement of the Registrant's certificate of
incorporation pursuant to the provisions of Section 14-3-1422(a)
of the Georgia Business Corporation Code.
After reviewing the applicable files, Capston determined
that the only debt of the Registrant that was "secured or imposed
by its original certificate" was the obligation of the Registrant
to pay its Georgia fees and penalties. Therefore, Capston paid
those penalties and fees on behalf of the Registrant and then
filed a Certificate of Reinstatement of the Registrant's
Certificate of Incorporation on behalf of the Registrant under
the authority granted by Section 14-3-1422(a) of the Georgia
Business Corporation Code. This Certificate was filed in the
office of the Secretary of State of the State of Georgia on
January 3, 1997.
Proposed Operations
While the Registrant has no assets, liabilities, management
or ongoing operations and has not engaged in any business
activities since September 1990, Capston believes that it may be
possible to recover some value for the Stockholders through the
adoption and implementation of a Plan whereby the Registrant will
be restructured as a "clean public shell" for the purpose of
effecting a business combination transaction with a suitable
privately-held company that has both business history and
operating assets.
Capston believes the Registrant will offer owners of a
suitable privately-held company the opportunity to acquire a
controlling ownership interest in a public company at
substantially less cost than would otherwise be required to
conduct an initial public offering. Nevertheless, Capston is not
aware of any empirical statistical data that would independently
confirm or quantify Capston's beliefs concerning the perceived
value of a merger or acquisition transaction for the owners of a
suitable privately-held company. The owners of any existing
business selected for a business combination with the Registrant
will incur significant costs and expenses, including the costs of
preparing the required business combination agreements and
related documents, the costs of preparing a Current Report on
Form 8-K describing the business combination transaction and the
costs of preparing the documentation associated with any future
reporting under the Exchange Act and registrations under the
Securities Act.
If the Plan is approved by the Stockholders, the Registrant
will be fully reactivated and then used as a corporate vehicle to
seek, investigate and, if the results of such investigation
warrant, effect a business combination with a suitable privately-
held company or other business opportunity presented to it by
persons or firms that seek the perceived advantages of a publicly
held corporation. The business operations proposed in the Plan
are sometimes referred to as a "blind pool" because Stockholders
will not ordinarily have an opportunity to analyze the various
business opportunities presented to the Registrant, or to approve
or disapprove the terms of any business combination transaction
that may be negotiated by Capston on behalf of the Registrant.
Consequently, the Registrant's potential success will be heavily
dependent on the efforts and abilities of Capston and its
officers, directors and consultants, who will have virtually
unlimited discretion in searching for, negotiating and entering
into a business combination transaction. Capston and its
officers, directors and consultants have had limited experience
in the proposed business of the Registrant. Although Capston
believes that the Registrant will be able to enter into a
business combination transaction within 12 months after the
approval of the Plan by the Stockholders, there can be no
assurance as to how much time will elapse before a business
combination is effected, if ever. The Registrant will not
restrict its search to any specific business, industry or
geographical location, and the Registrant may participate in a
business venture of virtually any kind or nature.
Capston and its officers, directors and consultants
anticipate that the selection of a business opportunity for the
Registrant will be complex and extremely risky. Because of
general economic conditions, rapid technological advances being
made in some industries, and shortages of available capital,
Capston believes that there are numerous privately-held companies
seeking the perceived benefits of a publicly traded corporation.
Such perceived benefits may include facilitating debt financing
or improving the terms on which additional equity may be sought,
providing liquidity for the principals of the business, creating
a means for providing incentive stock options or similar benefits
to key employees, providing liquidity for all stockholders and
other factors.
Potential business opportunities may occur in many different
industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of
such business opportunities extremely difficult and complex.
Capston anticipates that the Registrant will be able to
participate in only one business venture. This lack of
diversification should be considered a substantial risk inherent
in the Plan because it will not permit the Registrant to offset
potential losses from one venture against gains from another.
Moreover, due to the Registrant's lack of any meaningful
financial, managerial or other resources, Capston believes the
Registrant will not be viewed as a suitable business combination
partner for either developing companies or established business
that are in need of substantial additional capital.
Acquisition Opportunities
In implementing a particular business combination
transaction, the Registrant may become a party to a merger,
consolidation, reorganization, joint venture, franchise or
licensing agreement with another corporation or entity. It may
also purchase stock or assets of an existing business. After the
consummation of a business combination transaction, it is likely
that the present Stockholders of the Registrant will only own a
small minority interest in the combined companies. In addition,
as part of the terms of the acquisition transaction, all of the
Registrant's officers and directors will ordinarily resign and be
replaced by new officers and directors without a vote of the
Stockholders. Capston does not intend to obtain the approval of
the Stockholders prior to consummating any acquisition other than
a statutory merger that requires a Stockholder vote. Capston and
its officers, directors and consultants do not intend to sell any
shares held by them in connection with a business combination
transaction.
It is anticipated that any securities issued in a business
combination transaction will be issued in reliance on exemptions
from registration under applicable Federal and state securities
laws. In some circumstances, however, as a negotiated element of
a business combination, the Registrant may agree to register such
securities either at the time the transaction is consummated or
at some specified time thereafter. The issuance of substantial
additional securities and their potential sale into any trading
market that may develop may have a depressive effect on such
market. While the actual terms of a transaction to which the
Registrant may be a party cannot be predicted, it may be expected
that the parties to the business transaction will find it
desirable to avoid the creation of a taxable event and thereby
structure the acquisition in a so called "tax free"
reorganization under Sections 368(a)(1) or 351 of the Internal
Revenue Code of 1986, as amended (the "Code"). In order to obtain
tax free treatment under the Code, it may be necessary for the
owners of the acquired business to own 80% or more of the voting
stock of the surviving entity. In such event, the stockholders of
the Registrant would retain less than 20% of the issued and
outstanding shares of the combined companies, which could result
in significant dilution in the equity of such stockholders. The
Registrant intends to structure any business combination in such
manner as to minimize Federal and state tax consequences to the
Registrant and any target company.
As part of the Registrant's investigation of potential
business opportunities, Capston and its officers, directors and
consultants will ordinarily meet personally with management and
key personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check reference of management and key personnel, and
take other reasonable investigative measures, to the extent of
the Registrant's limited resources and Capston's limited
expertise. The manner in which the Registrant participates in an
opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Registrant and the other
parties to the proposed business combination transaction and the
relative negotiating strength of the Registrant and such other
parties.
With respect to any business combination negotiations,
Capston will ordinarily focus on the percentage of the Registrant
which the target companyOs stockholders would acquire in exchange
for their ownership interest in the target company. Depending
upon, among other things, the target companyOs assets and
liabilities, the Registrant's stockholders will in all likelihood
only own a small minority interest in the combined companies upon
completion of the business combination transaction. Any business
combination effected by the Registrant can be expected to have a
significant dilutive effect on the percentage of shares held by
the Registrant's current Stockholders.
Upon completion of a business combination transaction, there
can be no assurance that the combined companies will have
sufficient funds to undertake any significant development,
marketing and manufacturing activities. Accordingly, the combined
companies may be required to either seek additional debt or
equity financing or obtain funding from third parties, in
exchange for which the combined companies might be required to
issue a substantial equity position. There is no assurance that
the combined companies will be able to obtain additional
financing on terms acceptable to the combined companies.
It is anticipated that the investigation of specific
business opportunities and the negotiation, drafting and
execution of relevant agreements, disclosure documents and other
instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and
others. If a decision is made not to participate in a specific
business opportunity the costs incurred in the related
investigation would not be recoverable. Furthermore, even if an
agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may
result in the loss of the Registrant of the related costs
incurred.
Item 2. Properties
None.
Item 3. Legal Proceedings
None.
Item 4. Submission of matters to a vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Equity
There has been no active trading in the Registrant's securities
for over seven years. The RegistrantOs current market maker is
Herzog, Heine, Geduld Inc. The latest Bloomberg listing shows the
current bid at $0.00 and the current ask is $0.25; current symbol
is MRCI. The last 10-K filed by the former management of the
Registrant on May 1, 1988, prior to the filing of the
RegistrantOs original petition under Chapter 11 of the Bankruptcy
Act, reported that as of July 28, 1988 there were 358 record
holders.
Item 6. Selected Financial Data.
1993 1994 1995 1996 1997
Operating Revenues 0 0 0 0 0
Income (Loss) from
Continuing Operation 0 0 0 0 0
Income (Loss) Per Share from
Continuing Operations 0 0 0 0 0
Total Assets 0 0 0 0 0
Long Term Debt 0 0 0 0 0
Cash Dividends Per Share 0 0 0 0 0
Note 1. The Registrant was completely inactive during the period
between the filing of its petition under Chapter 11 of the
Bankruptcy Act in 1989 and the restoration of its charter in
January 1997. Accordingly there were no revenues, expenses,
assets, or liabilities during the fiscal years 1989 through 1997.
Item 7. Management Discussion and Analysis of Financial Condition
and Results of Operations.
Introductory Note
This Omnibus Annual Report on Form 10-K provides the financial
reporting required to bring the Registrant into compliance with
the requirements of Section 13 of the Securities Exchange Act of
1934, as amended. To that end, the attached financial statements
include an audited balance sheet as of July 14, 1995 when the
Registrant's petition was declared closed and the trustee was
discharged. Given that the Registrant no longer had any
operations, its corporation was responsible for the orderly
liquidation of all assets and the distribution of the proceeds
therefrom to the RegistrantOs creditors, the Registant's
financial statements reflect no assets, liabilities, or ongoing
operations.
Financial Condition
As a result of its 1990 Bankruptcy, the Registrant has no
assets, liabilities, or ongoing operations and has not engaged in
any business activities since September 1990. The Registrant had
no operations during the seven years ended May 4, 1997 and no
material assets or liabilities as of May 4,1997. It is the
intention of management to seek stockholder approval of a plan
whereby the Registrant will be restructured as a Oclean public
shellO for the purpose of effecting a business combination
transaction with a suitable privately-held company that has both
business history and operating assets, although there can be no
assurance that management will be successful in its effforts to
negotiate such a transaction.
Plan of Operations
The Registrant has not engaged in any material operations or
had any revenues from operations since September 10, 1990. The
RegistrantOs plan of operation for the next twelve months is to
seek the acquisition of assets, property or business that may
benefit the Registrant and its stockholders. Because the
Registrant has no resources, management anticipates that to
achieve any such acquisition, the Registrant will be required to
issue shares of its common stock as the sole consideration for
such acquisition.
Within six months after the date of this Annual Report on
Form 10-K Capston intends to prepare and distribute to the
RegistrantOs stockholders a detailed plan of reorganization (the
OPlanO) whereby the Company will be restructured as a "clean
public shell" for the purpose of effecting a business combination
transaction with a suitable privately-held company that has both
business history and operating assets. The Plan will be described
in a detailed written proxy statement meeting the requirements of
Section 14A of the Exchange Act and Capston will not seek any
business combination opportunities on behalf of the Registrant or
perform any other executive functions for the Registrant until it
has submitted the Plan to the RegistrantOs stockholders and
received the requisite stockholder approvals. Notwithstanding the
foregoing, Capston will continue to perform such ministerial
functions as may be required to maintain the corporate existence
of the Registrant and file all periodic reports required under
Section 13 of the Exchange Act.
During the next twelve months, the RegistrantOs only
foreseeable cash requirements will relate to maintaining the
Registrant in good standing, preparing and distributing to
stockholders a proxy statement relating to the proposed Plan, and
the payment of expenses associated with reviewing or
investigating any potential business venture, which are
anticipated to be advanced by Capston as loans to the Registrant.
Because the Registrant has not identified any potential venture
as of the date of this Annual Report on Form 10-K, it is
impossible to predict the amount of any such loans. However, any
loans from Capston will be on terms no less favorable to the
Registrant than would be available from a commercial lender in an
arm's length transaction. As of the date of this Annual Report on
Form 10-K, the Registrant has not begun seeking any acquisition.
Management anticipates that Capston, will advance up to
$25,000 in expenses associated with the preparation of the proxy
statement relating to the Plan, the printing and distribution of
such proxy statement to the stockholders and the holding of a
special meeting of the stockholders for purposes of considering
the Plan. Management also anticipates that Capston may advance
minor administrative expenses up to approximately $5,000 for
legal, accounting and transfer agentOs fees and expenses. In the
event that additional funding is required in order to maintain
the Registrant in good standing and/or to review or investigate
any potential merger or acquisition candidate, the Registrant may
attempt to raise such funding through a private placement of its
common stock to accredited investors.
At the present time, Management has no plans to offer or
sell any securities of the Registrant for cash. However, at such
time as the Registrant may decide to engage in such activities,
Management may use any legal means of conducting such offer or
sale, including registration with the appropriate federal and
state regulatory agencies and any registration exemptions that
may be available to the Registrant under applicable federal and
state laws.
Because the Registrant is not currently making any offering
of its securities, and does not anticipate making any such
offering in the foreseeable future, Management does not believe
that Rule 419 promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended,
concerning offerings by blank check companies, will have any
effect on the Registrant or any activities in which it may engage
in the foreseeable future.
Item 8. Financial Statements and Supplementary Data.
For the information called for by this Item, see the Financial
Statements attached. The Registrant intends to enter the Small
Business Issuer System with its first quarterly filing of its
1998 fiscal year.
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.
The Registrant's financial statements for the years ended May 1,
1988 were audited by the firm of Laventhol & Horath, Certified
Public Accountants. As a result of the bankruptcy, as discussed
elsewhere herein, the Registrant did not prepare audited
financial statements between 1989 and 1997. In connection with
the restoration of the Registrant's certificate of incorporation,
the firm of Want & Ender, Certified Public Accountants was
retained to audit the Registrant's balance sheet as of September
10, 1990 and for each of the intervening years during the period
from Septmber 10, 1990 through May 4, 1997, and to serve as the
Registrant's auditor in the future. During the fiscal years ended
1989, and the subsequent interim period preceding the appointment
of Want & Ender, Certified Public Accountants, there were no
reportable disagreements between the Registrant and the firm of
Laventhol & Horath Certified Public Accountants, on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. Want & Ender audited
the Registrant's financial statements for the year ended May 4,
1997.
PART III
Item 10. Directors and Executive Officers of the Registrant
Ms. Sally Fonner, age 48, the president and sole stockholder
of Capston, has assumed the duties of President, Secretary,
Treasurer and Sole Director of the Registrant pending a Special
Meeting of the Stockholders which is intended to be scheduled
within six months after the date of this Annual Report on Form 10-
K. At that Meeting, Ms. Fonner intends to seek re-election for a
term of office that is anticipated be no more than two years or
until permanent management can be located, whichever should occur
first in time. Ms. Fonner's sole purpose is to seek out qualified
new operations and management.
Item 11. Executive Compensation.
No officer or director of the Registrant has received any
compensation for services performed during the past seven years
and no future compensation agreement between Ms. Fonner and the
Registrant is contemplated. Notwithstanding the foregoing, the
Plan of Reorganization that will be described in detail in the
Registrant's proposed Proxy Statement will provide for
significant stock compensation to certain individuals selected by
Capston.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
There were 5,181,085 shares of the RegistrantOs Common Stock
issued and outstanding on April 10, 1989 and Capston believes
there were no stock issuances subsequent to that date. The
following table presents certain information regarding the
beneficial ownership of the RegistrantOs common stock by (i) each
person known by the Capston to own beneficially more than 5% of
the outstanding shares of Common Stock, (ii) each of the
RegistrantOs directors, and (iii) all directors and officers as a
group.
Name of Amount and Nature of Percent
Beneficial Owner (1) Beneficial Ownership of Class
Stanley Adkins 1,982,647 38.3%
One Marci Drive
Social Circle, GA 30279
Capston Network Company 2,000 .000386%
1612 N. Osceola Ave.
Clearwater, Florida 33755
All Officers & Directors
as a Group (one person) 2,000 .000386%
The above information, with the exception of information relating
to the stock ownership of Capston Network Company, is taken from
the last filed Proxy dated August 18, 1988. The transfer agent
nor Capston has no information which would indicate this
information is still not the best available. Capston believes
that each of the above-named individuals has sole investment and
voting power with regard to the securities listed opposite his
name.
Item 13. Certain Relationships and Related Transactions
No officer, director or family member of an officer or director
is indebted to the Registrant.
Item 14. Exhibits, Financial Statement Schedules and Reports.
Financial statements filed with this report:
Balance Sheet as of July 14, 1995
Statement of Operations as of July 14, 1995
Consolidated Balance Sheet as of May 5, 1996 and May 4,
1997
Consolidated Statements of Operations for the years ending
May 4, 1997, May 5, 1996, and July 14,1995
Consolidated Statement of Changes in Shareholder's
Equity/(Deficit) for the years ended May 4,1997, May 5,
1996, and July 14, 1995
Consolidated Statements of Cash Flows for the years ending
May 4, 1997, May 5, 1996, and July 14, 1995
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
MARCI
Date:_________ By______/S/______________
Sally Fonner,
Acting Director
Acting President
and Acting Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934 this report has been signed below by the following person on
behalf of the Registrant and in the capacities and on the date
indicated.
Date :________ By___________/S/__________
Sally Fonner,
Acting Director
Acting President
and Acting Chief Financial Officer
WANT & ENDER, CPA, P.C.
CERTIFIED PUBLIC ACCOUNTANTS East 28th Street, 6th Floor
New York, NY 10016
MARTIN ENDER. CPA Telephone (212)684-2414
STANLEY Z. WANT, CPA, CFP Fax (212) 684-5433
Independent Auditor's Report
To the Shareholders and Board of Directors
MARCI INTERNATIONAL IMPORTS, INC.
We have audited the accompanying balance sheet and statement of
operations of MARCI INTERNATIONAL IMPORTS, INC. (A Dormant State
Registrant) at July 14, 1995, the close of bankruptcy.
These financial statements are the responsibility of the
Registrant's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We have conducted our audit in accordance with generally accepted
auditing standards. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit also 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 presentation.
We believe our audit provides 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 MARCI INTERNATIONAL IMPORTS, INC. (A Dormant State Registrant)
at July 14, 1995 and its operations and its cash flows as of the
close of bankruptcy on July 14, 1995 and are in conformity with
generally accepted accounting principles.
/s/
Martin Ender
Want & Ender CPA, P.C.
Certified Public Accountants
New York, NY
August 5, 1997
MARCI INTERNATIONAL IMPORTS, INC.
(A Dormant State Registrant)
Balance Sheet
July 14,1995
at the close of bankruptcy
1995
Assets
Organization Cost 0
Total Assets 0
Liabilities and Shareholder's Equity
Stockholders' Equity
Common Stock par value at $.01 per share;
20,000,000 shares authorized of common stock;
5,181,085 shares issued and outstanding 0
Additional Paid in Capital 0
Retained Earnings (Deficit) 0
______
Total Shareholders' Equity 0
______
Total Liabilities and Shareholders Equity $ 0
========
*Close of Chapter 7 was 07/14/95, but the Registrant had ceased
all operations in 1990 with the US Bankruptcy Trustee taking on
responsibility for the orderly liquidation of corporate assets
and the use of the proceeds to repay the Registrant's creditors.
See accompanying notes to financial statements
MARCI INTERNATIONAL IMPORTS, INC.
(a Dormant State Registrant)
Statement of Operations
at the close of bankruptcy on July 14, 1995*
1995*
07-14-95*
__________
Revenues $ 0
Expenses
Administrative Expenses $ 0
Filing Fees $ 0
Net Income/Loss for the year $ 0
=========
*Close of Chapter 7 was 07/14/95, but the Registrant had ceased
all operations in 1990 with the US Bankruptcy Trustee taking on
responsibility for the orderly liquidation of corporate assets
and the use of the proceeds to repay the Registrant's creditors.
WANT & ENDER, CPA, P.C.
CERTIFIED PUBLIC ACCOUNTANTS East 28th Street, 6th Floor
New York, NY 10016
MARTIN ENDER. CPA Telephone (212)684-2414
STANLEY Z. WANT, CPA, CFP Fax (212) 684-5433
Independent Auditor's Report
To the Shareholders and Board of Directors
MARCI INTERNATIONAL IMPORTS, INC.
We have audited the accompanying balance sheet of MARCI
INTERNATIONAL IMPORTS, INC. (A Dormant State Registrant) at May
4, 1997 and May 5, 1996 and the related consolidated statements
of operations, changes in shareholders equity/(deficit), and cash
flows for each of the three years for the period ended May 4,
1997, May 5, 1996, and July 14, 1995. These financial statements
are the responsibility of the Registrant's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
We have conducted our audit in accordance with generally accepted
auditing standards. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit also 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 presentation.
We believe our audit provides 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 MARCI INTERNATIONAL IMPORTS, INC. (A Dormant State Registrant)
at May 4, 1997 and May 7, 1996 and the consolidated results of
its operations and its cash flows for each of the three years for
the period ended May 4, 1997, May 5, 1996, and July 14, 1995 in
conformity with generally accepted accounting principles.
/s/
Martin Ender
Want & Ender CPA, P.C.
Certified Public Accountants
New York, NY
August 5, 1997
MARCI INTERNATIONAL IMPORTS, INC.
(A Dormant State Registrant)
Consolidated Balance Sheet
May 4, 1997 and May 5, 1996
1997 1996
Assets
Organization Cost 0 0
Total Assets 0 0
Liabilities and
Shareholder's Equity
Stockholders' Equity
Common Stock par value at
$.01 per share;
20,000,000 shares authorized
of common stock;
5,181,085 shares issued
and outstanding 0 0
Additional Paid in Capital 591 0
Retained Earnings (Deficit) (591) 0
______ _____
Total Shareholders' Equity 0 0
______ _____
Total Liabilities
and Shareholders Equity $ 0 $ 0
========= ========
*Close of Chapter 7 was 07/14/95, but the Registrant had ceased
all operations in 1990 with the US Bankruptcy Trustee taking on
responsibility for the orderly liquidation of corporate assets
and the use of the proceeds to repay the Registrant's creditors.
See accompanying notes to financial statements
MARCI INTERNATIONAL IMPORTS, INC.
(a Dormant State Registrant)
Consolidated Statements of Operations
for the years ending May 4, 1997 , May 5, 1996 and July 14, 1995*
1997 1996 1995*
Current year 05-05-9607-14-95*
____________ ________________
Revenues $ 0 $ 0 $ 0
Expenses
Administrative Expenses $ 346 $ 0 $ 0
Filing Fees $ 245 $ 0 $ 0
Net Income/Loss for the year $ (591) $ 0 $ 0
========= ======== ======
*Close of Chapter 7 was 07/14/95, but the Registrant had ceased
all operations in 1990 with the US Bankruptcy Trustee taking on
responsibility for the orderly liquidation of corporate assets
and the use of the proceeds to repay the Registrant's creditors.
MARCI INTERNATIONAL IMPORTS, INC.
(a Dormant State Registrant)
Consolidated Statement of Changes in Shareholder's
Equity/(Deficit)
for the years ended May 4, 1997, May 5, 1996 and July 14, 1995
1997 1996 1995*
05-04 05-05 07-14
Common Stock
(5,181,085 shares issued
& outstanding) $ 0 $ 0 $ 0
Additional Paid in Capital 591 0 0
Balance May 5, 1996** 0 0 0
Net Income/(loss)
for the year $ (591) 0 0
Balance May 4, 1997** $ 0 $ 0 $ 0
*Close of Chapter 7 was 07/14/95, but the Registrant had ceased
all operations in 1990 with the US Bankruptcy Trustee taking on
responsibility for the orderly liquidation of corporate assets
and the use of the proceeds to repay the Registrant's creditors.
**year end is base on 52 weeks
See accompanying notes to financial statements
MARCI INTERNATIONAL IMPORTS, INC.
(A Dormant State Registrant)
Consolidated Statements of Cash Flows
for the years ending May 4, 1997, May 5, 1996 and July 14, 1995
Current Year 1996 1995
05-05-97 05-04-96 07-14-95
Cash Flows from Operating
Activities
Net Income $ (591) $ 0 $ 0
Net Cash Provided (used) /
By Operating Activities 0 0 0
Expenses Paid by Capston 591 0 0
Net Increase (Decrease) in Cash 0 0 0
Cash at Beginning of Period 0 0 0
Cash at End of Period $ 0 $ 0 $ 0
======== ===== ====
*Close of Chapter 7 was 07/14/95, but the Registrant had ceased
all operations in 1990 with the US Bankruptcy Trustee taking on
responsibility for the orderly liquidation of corporate assets
and the use of the proceeds to repay the Registrant's creditors.
See accompanying notes to financial statements
MARCI INTERNATIONAL IMPORTS INC.
(A Dormant State Registrant)
May 4, 1997
Note 1. HISTORY OF THE REGISTRANT
MARCI INTERNATIONAL IMPORTS INC. (the"Registrant") was organized
in Georgia in 1980 and was formerly known as Marci Discount
Imports, Inc. In November 1986, the Registrant changed its state
of incorporation to Delaware and simultaneously changed its name
to Marci International Imports, Inc. The Registrant's business
consisted of a chain of retail import stores in Georgia, South
Carolina and Alabama; they offered a wide assortment of home
furnishings imported principally from the orient. The Registrant
also offered domestically manufactured solid brass beds, home
furnishings and gifts. The Registrant successfully completed an
initial public offering of its Common Stock on February 19, 1987
and in connection with an application to list its Common Stock on
the NASDAQ system, the Registrant also registered its Common
Stock pursuant to Section 12(g) of the Securities Act of 1934
(the "Securities Act").
On March 16, 1989, the Registrant filed a voluntary petition
under Chapter 11 of the Bankruptcy ACT (Case No. 89-02801) in the
U.S. Bankruptcy Court for the Northern District of Georgia on
September 10, 1990, the Registrant's case under Chapter 11 was
voluntarily converted into a case under Chapter 7 of the
Bankruptcy Act. As a result of the voluntary conversion of the
Registrant's bankruptcy case, all assets of the Registrant were
transferred to the Trustee in Bankruptcy on the conversion date
and the Registrant ceased all operations. Subsequently, the
Trustee in Bankruptcy effected an orderly liquidation of
corporate assets and used the proceeds to repay the Registrant's
creditors. On July 14, 1995 the Registrant's case under Chapter 7
was closed by an order of the Court and the Trustee in Bankruptcy
was discharged. As a result of the Bankruptcy, the Registrant has
no assets, liabilities, management or ongoing operations and has
not engaged in any business activities since September, 1990.
Note 2. RESTORATION OF CORPORATE STATUS
On January 7, 1997, acting in its capacity as the holder of 2,000
shares (0.000386%) of the Registrant's common stock, and without
first receiving the consent, approval or authorization of any
other person associated with the Registrant, Capston Network
Company effected a reinstatement of the Registrant's certificate
of incorporation under Title 14 of the Official Code of Georgia
Annotated.
Capston is currently not entitled to reimbursement for any
expenses incurred by it on behalf of the Registrant. However,
because Sally Fonner is both the Acting President of MARCI
INTERNATIONAL IMPORTS, INC. and Capston, prior Staff Accounting
Bulletins required under generally accepted accounting the
treatment of debiting the expenses with corresponding credit to
paid-in capital. Future expenses of Capston or others will be
treated this way. These expenses are actual cash expenditures and
do not reflect any costs associated with the operation of Capston
nor any personnel time or cost.
Note 3. FUTURE EXPENSES
Capston will continue to extend administrative expenses to keep
MARCI INTERNATIONAL IMPORTS, INC. current with its reporting
requirements, keeping the Corporation in good standing, any
required proxy solicitation or acquisition efforts. These amounts
should not exceed $50,000 in out-of-pockets costs. Any
reimbursement or compensation will be presented to the
stockholders for approval.
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<FISCAL-YEAR-END> MAY-04-1997
<PERIOD-END> MAY-04-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
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0
0
<COMMON> 5,181,085
<OTHER-SE> 0
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<LOSS-PROVISION> 0
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