[As adopted in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
Commission file number 33-20111
Eat at Joe's Ltd.
(Exact name of small business issuer as
specified in its charter)
Delaware 75-2636283
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
P.O. Box 500, Yonkers, New York 10704
(Address of principal executive offices)
(914) 725-2700
Issuer's telephone number
Morning Star Industries, Inc.
(Former name, former address and former fiscal year, if changed since
last report.)
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 for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes No X
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date:
November 14, 1996 6,328,428
Transitional Small Business Disclosure Format (check one).
Yes ; No X
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EAT JOE'S LTD.
(FORMERLY MORNING STAR INDUSTRIES, INC.)
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
September 30, December 31,
1996 1995
Assets: $ - $ -
Liabilities:
Accounts Payable $ - $ -
Total Liabilities - -
Stockholders' Equity:
Convertible Preferred Stock,
Par value $0.001,
Authorized 10,000,000,
Issued - None - -
Common Stock Authorized
50,000,000, Issued
328,428 of $0.0001 Par
Value 33 8
Paid-In Capital 392,843 382,868
Contributed Capital 672,659 672,659
Earnings (Deficit)
Accumulated During the
Development Stage (1,065,535) (1,055,535)
Total Stockholders'
Equity - -
Total Liabilities and
Stockholders' Equity $ - $ -
The accompanying notes are an integral part of these financial
statements.
EAT AT JOE'S LTD.
(FORMERLY MORNING STAR INDUSTRIES, INC.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
Since
Inception
For the Three Months For the Nine Months of
Ended September 30, Ended September 30, Development
1996 1995 1996 1995 Stage
Revenues: $ - $ - $ - $ - $ -
Expenses: - - 10,000 - 16,244
Net Income
(Loss) From
Operations - - (10,000) - (16,244)
Other Income
(Expense) net - - - - 16,851
Income (Loss)
From operations
before income
taxes - - (10,000) - 607
Provision for (Benefit
from) income
taxes - - - - -
Discontinued
operations,
net - - - - (1,066,142)
Net Loss $ - $ - $(10,000) $ - $(1,065,535)
Net Loss per
common share $ - $ - $ (.05) $ -
Weighted Average
shares
outstanding 328,428 78,428 211,212 78,428
The accompanying notes are an integral part of these financial
statements.
EAT AT JOE'S LTD.
(FORMERLY MORNING STAR INDUSTRIES, INC.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
Since
Inception
For the Nine Months of
Ended September 30, Development
1996 1995 Stage
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period $ - $ - $(1,065,535)
Adjustments to reconcile
net loss to net cash provided by
operating activities
Loss from foreclosure and
abandonment of assets
and related liabilities - - 568,330
Depreciation - - 111,181
Payment of organization costs - - (6,244)
Amortization of organization
costs - - 6,244
Increase in accounts payable - - -
Decrease in accrued interest
payable - - 8,707
Contributed capital for
operating costs - - 350
Net Cash Used in Operating
Activities: - - (376,967)
Cash Flows From Investing
Activities:
Principal collected on notes
receivable - - 199,727
Purchase of property and
equipment - - (65,661)
Proceeds from sale of property
and equipment - - 18,369
Net Cash Provided by Investing
Activities: - - 152,435
Cash Flows From Financing
Activities:
Issuance of common stock - - 266,676
Payments on long-term debt - - (36,307)
Advances to (from) majority
stockholder - - (5,837)
EAT AT JOE'S LTD.
(FORMERLY MORNING STAR INDUSTRIES, INC.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued)
Cumulative
Since
Inception
For the Nine Months of
Ended September 30, Development
1996 1995 Stage
Net Cash Used in Financing
Activities: $ - $ - $ 224,532
Increase in Cash - - -
Cash at Beginning of Period - - -
Cash at End of Period $ - $ - $ -
Supplemental Disclosure of
Interest and Income Taxes Paid
Interest paid for the period $ - $ - $ 23,547
Income taxes paid for the
period $ - $ - $ -
Supplemental Disclosure of
Non-cash Investing and
Financing Activities
Contribution of assets and
assumption of liabilities,
net, from majority
stockholder $ - $ - $ 672,659
Mining equipment acquired
with issuance of common
stock $ - $ - $ 251,200
The accompanying notes are an integral part of these financial
statements.
EAT AT JOE'S LTD
(FORMERLY MORNING STAR INDUSTRIES, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
1.Interim Reporting
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles and with Form 10-QSB requirements. Accordingly, they do
not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included.
Operating results for the nine month period ended September 30,
1996, are not necessarily indicative of the results that may be
expected for the year ended December 31, 1996. For further
information, refer to the financial statements and footnotes
thereto included in the Company's annual report on Form 10-KSB for
the year ended December 31, 1995.
2. Reverse Stock Splits
Effective May 3, 1996 the Stockholders approved a 50 to 1
reverse split of the common stock and on October 7, 1996 the
Stockholders approved a 4 to 1 reverse split of the common stock.
The financial statements have been retroactively restated to
reflect the reverse stock splits as if they had been effective
prior to the earliest date presented.
Item 2. Management's Discussion and Analysis or Plan of Operation.
General - This discussion should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and
Results of Operations in the Company's annual report on Form 10-KSB
for the year ended December 31, 1995.
Results of Operations - From March 1, 1990 to December 12, 1995
the Company was an inactive corporation. On December 12, 1995 the
Company was reactivated and for the three and nine months ended
September 30, 1996 the Company became a development stage company
and has not begun principal operations.
Liquidity and Capital Resources - The Company intends to seek
an acquisition of a larger and potentially more profitable
business. The Company intends to focus on opportunities to acquire
new products or technologies in development as well as those
currently being operated, including a complete operating business
that has demonstrated long-term growth potential, strong marketing
presence, and the basis for continuing profitability. The Company
has not identified any specific target or possible acquisition. As
the Company pursues its acquisition program, it will incur costs
for ongoing general and administrative expenses as well as for
identifying, investigating, and negotiating a possible acquisition.
In order to complete any acquisition, the Company may be
required to supplement its available cash and other liquid assets
with proceeds from borrowing, the sale of additional securities, or
other sources. There can be no assurance that any such required
additional funding will be available or, if available, that it can
be obtained on terms favorable to the Company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
Effective May 3, 1996 approved a 50 to 1 reverse stock split.
Effective October 7, 1996 approved a 4 to 1 reverse stock split.
On October 5, 1996 elected Joseph Fiore, James Mylock, Jr., and
Andrew Cosenza, Jr. new directors to hold office until the next annual
meeting.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
The Company did not file a report on Form 8-K during the nine months
ended September 30, 1996.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
EAT AT JOE'S LTD.
(Registrant)
DATE: November 25, 1996 By: /s/
Joseph Fiore
Chief Executive officer & Director
(Principal financial and
Accounting Officer)
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF EAT AT JOE'S, LTD. AS OF SEPTEMBER 31, 1996 AND THE RELATED STATEMENTS
OF OPERATIONS AND CASH FLOWS FOR THE NINE MONTHS THEN ENDED AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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