<PAGE> 1
FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: June 30, 1996
Commission file number: 33-20323
Mighty Power U.S.A., Inc.
------------------------------------------------------
(exact name of registrant as specified in its charter)
Delaware 75-2224643
- ------------------------ ---------------
(State of Incorporation) (IRS ID No.)
9202 W. Royal Lane, Irving, Texas 75063
---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 972-929-2900
-----------------
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 Act of 1934
during the past 12 months and (2) has been subject to such filing requirements
for the past 90 days.
X YES NO
----- -----
Shares of common stock outstanding at June 30, 1996:
25,000,000
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page Number
<S> <C> <C>
Item 1. Financial Statements 1 - 8
Item 2. Managements's Discussion and Analysis
of Financial Condition and Results of
Operations 9 - 10
PART II - OTHER INFORMATION 11
</TABLE>
<PAGE> 3
MIGHTY POWER U.S.A., INC.
BALANCE SHEET
June 30, 1996 and December 31, 1995
<TABLE>
<CAPTION>
ASSETS
June 30 Dec 31
1996 1995
--------- --------
<S> <C> <C>
Current assets:
Cash -0- $ 1,667
Accounts receivable 5,552 8,764
Subscription receivable - related party -0- 1,500
Inventory 95,467 35,203
-------- --------
Total current assets 106,019 47,134
Property & equipment:
Furniture and equipment 11,895 8,640
Accumulated depreciation ( 1,687) ( 337)
-------- --------
Total property & equipment 10,208 8,303
Other assets:
Distributor base 47,265 47,265
Accumulated amortization ( 6,302) ( 1,575)
-------- --------
Total other assets 40,963 45,690
-------- --------
TOTAL ASSETS $157,190 $101,127
======== ========
LIABILITY AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 45,91 $ 29,656
Other payables 44,730 19,102
Accrued interest and other 8,446 1,392
-------- --------
Total current liabilities 99,095 50,150
Non-current liabilities:
Note payable 92,023 92,023
-------- --------
TOTAL LIABILITIES $191,118 142,173
STOCKHOLDERS' EQUITY
Common stock $0.001 Par Value;
50,000,000 shares authorized;
25,000,000 shares issued and outstanding 25,000 25,000
Additional paid in capital (20,000) (20,000)
Retained deficit (43,928) (46,046)
-------- --------
TOTAL STOCKHOLDERS' EQUITY $(38,928) $(41,046)
-------- --------
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY $152,190 $101,127
======== ========
</TABLE>
1
<PAGE> 4
MIGHTY POWER U.S.A., INC.
STATEMENT OF REVENUES AND EXPENSES
Six Months and Three Months Ended June 30, 1996, and 1995
<TABLE>
<CAPTION>
Six Six Three Three
Months Months Months Months
June 30 June 30 June 30 June 30
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C>
REVENUE:
Revenue $1,071,546 $ -0- $ 516,143 $ -0-
---------- ------- --------- ------
Total Revenue 1,071,546 -0- 516,143 -0-
COST OF GOODS SOLD:
Purchases 163,765 -0- 70,124 -0-
---------- ------- --------- ------
GROSS MARGIN 907,781 -0- 446,019 -0-
SELLING EXPENSES:
Commissions 603,527 -0- 302,668 -0-
Other selling expenses 143,314 -0- 73,453 -0-
---------- ------- --------- ------
Total selling expenses 746,841 -0- 376,121 -0-
OPERATING EXPENSE:
Amortization 4,726 -0- 2,363 -0-
Depreciation 1,350 -0- 675 -0-
Interest expense 5,121 -0- 2,361 -0-
Legal & accounting 13,236 -0- 3,428 -0-
General & administrative 134,389 -0- 68,997 -0-
---------- ------- --------- ------
Total operating expense 158,822 -0- 77,824 -0-
---------- ------- --------- ------
NET INCOME $ 2,118 $ -0- $ (7,926) $ -0-
========== ======= ========= ======
Average weighted
shares outstanding 25,000,000 10,000,000 25,000,000 10,000,000
Income (loss) per share $ 0.00 $ 0.00 $ 0.00 $ 0.00
====== ====== ====== ======
</TABLE>
2
<PAGE> 5
MIGHTY POWER U.S.A., INC.
STATEMENT OF CASH FLOWS
Six Months Ended June 30, 1996 and 1995
<TABLE>
<CAPTION>
Six Six
Months Months
June 30 June 30
1996 1995
-------- --------
<S> <C> <C>
Cash flows from
operating activities:
Net income $ 2,118 $ -0-
Adjustment non-cash items:
Amortization 4,726 -0-
Depreciation 1,350 -0-
Decrease in receivables 4,712 -0-
Increase in inventory (60,264) -0-
Decrease in payables & accrued expenses 48,946 -0-
-------- --------
Total cash provided by operating activities 1,588 -0-
Total cash used for financing activities:
Purchase of equipment (3,255) -0-
Total cash provided
by investing activities: -0- -0-
-------- --------
Net increase in cash (1,667) -0-
Cash, beginning of period 1,667 -0-
-------- --------
Cash, end of period $ -0- $ -0-
======== ========
</TABLE>
3
<PAGE> 6
MIGHTY POWER U.S.A., INC.
STATEMENT OF STOCKHOLDER'S EQUITY
Six months ended June 30, 1996
<TABLE>
<CAPTION>
Common Stock Additional
------------ Paid In Accumulated
Shares Amount Capital Deficit
-------- ------ ------- ---------
<S> <C> <C> <C> <C>
Balance,
December 31, 1995 25,000,000 $25,000 $( 20,000) $( 46,046)
Income, three months
ended March 31, 1996 10,044
Income, three months
ended June 30, 1996 ( 7,926)
---------- ------- --------- ---------
Balance,
June 30, 1996 25,000,000 $25,000 $( 20,000) $( 43,928)
========== ======= ========= =========
</TABLE>
4
<PAGE> 7
MIGHTY POWER USA, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1996
NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
History:
The Company was organized February 12, 1988, as a Delaware corporation under
the name Jason Ray Corporation. The Company was organized for the purpose of
combining with a privately held enterprise.
On July 1, 1988, the Company's name was changed to Seven Oaks Farms, Ltd.
The Company was dormant from 1991 through October 1995.
Effective November 1, 1995 the Company merged with Mighty Power USA, Inc.
(Mighty Power), an Oklahoma corporation in the development stage. Mighty Power
planned to provide health and food supplements through a multi-level marketing
network. In accordance with the merger, the Company effected a reverse split
of its common stock on the basis of one share for each two shares outstanding.
The Company then issued restricted common stock for all outstanding shares of
Mighty Power common stock. This business combination was accounted for by the
purchase method of accounting.
The Company amended its articles of incorporation to change its name to Mighty
Power USA Inc., authorize 50,000,000 shares of $0.001 par value common stock,
and authorize 20,000,000 shares of $0.10 par value preferred stock with voting
rights and convertible into common stock of the Company.
The Company recruits distributors and sells nutritional health products and
vehicle and home cleaning products through a network marketing sales plan.
Basis of Accounting:
It is the Company's policy to prepare its financial statements on the accrual
basis of accounting in accordance with generally accepted accounting
principles. Receipts are recorded as income in the period in which they are
earned and expenses are recognized in the period in which the related liability
is incurred.
Cash and Cash Equivalents:
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with a maturity of three months or less to be cash
equivalents.
5
<PAGE> 8
MIGHTY POWER USA, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1996
Loss per Share:
Net loss applicable to common stock is based on the weighted average number of
shares of common stock and common stock equivalents outstanding during the
year.
Inventory:
The Company values its inventory using the first in first out method of
accounting.
Furniture and Equipment:
Furniture and Equipment is stated at cost and is depreciated over the estimated
useful lives of the assets using the straight -line method. Upon retirement or
disposal, the asset cost and related accumulated depreciation are removed from
the accounts and any resulting gain or loss is included in the determination of
net income.
Expenditures for maintenance, repairs and renewals are charged to expense when
incurred. Expenditures which significantly increase value or extend useful
asset lives are capitalized.
Distributor Base:
The distributor base is carried at cost and consists of approximately 3,000
individuals or other entities holding a renewable license to market health
and food supplements and certain automotive products. The cost of the
Distributor Base is amortized over sixty months using the straight-line
method.
Long-Lived Assets
The preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues and expenses.
Actual results could differ from these estimates.
Generally accepted accounting principals require recognition of impairment of
long-lived assets in the event of net book value of such assets exceed the
future undiscounted cash flows attributable to such assets. Consequently, the
Company assesses its assets annually for impairment and writes down any amounts
necessary as a result of the assessment.
Revenue Recognition:
Revenues are recognized when distributors pay for a renewable annual license
and when product is shipped from inventory to distributors. The license held
by each distributor provides for the right to sell the Company's products and
receive a commission for each sale. Generally products are shipped immediately
after payment is received.
6
<PAGE> 9
MIGHTY POWER USA, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1996
Income Tax:
The Company is subject to the greater of federal income taxes computed under
the regular system or the alternative minimum tax system.
The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." The Statement requires the use of an asset and
liability approach for the accounting and financial reporting of income tax. No
deferred tax asset has been recognized for the operating loss carryforward as
it is more likely than not that all or a portion of the net operating loss will
not be realized and any valuation allowance would reduce the benefit to zero.
NOTE B - LONG TERM DEBT:
The note in the original amount of $112,006 bears interest at 12% per annum.
Interest is payable quarterly. The note was originally due in one payment on
October 31, 1997, but was extended on March 31, 1996 for two more years. The
note is secured by the inventory, furniture and equipment, and distributor base
of the Company.
Minimum note payment schedule is as follows:
<TABLE>
<CAPTION>
Principal Interest Total
--------- -------- -----
<S> <C> <C> <C>
December 31, 1996 -0- 11,073 11,073
December 31, 1997 -0- 11,043 11,043
December 31, 1998 -0- 11,043 11,043
October 31, 1999 92,023 9,203 101,226
</TABLE>
NOTE C - STOCKHOLDERS' DEFICIT:
The Company is authorized to issue 20,000,000 shares of preferred stock with a
par value of $0.10. There are no preferred shares issued and outstanding.
The Company is authorized to issue 50,000,000 shares of common stock with a par
value of $.001 per share. There are 25,000,000 common shares issued and
outstanding as of March 31, 1996.
7
<PAGE> 10
MIGHTY POWER USA, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1996
NOTE D - WARRANTIES AND GUARANTEES:
The Company's distributors offer an unconditional 30 day replacement guarantee
on all of its products. The Company offers a full replacement warranty to its
distributors. No provision or accrual has been made since there is no history
of significant replacements and historical returns have been insignificant.
NOTE E - INCOME TAX:
At December 31, 1995, the Company has losses to carry forward of approximately
$46,000 which are available to offset its future income tax liability.
No deferred tax asset has been recognized for the operating loss carryforward
as it is more likely than not that all or a portion of the net operating loss
will not be realized and any valuation allowance would reduce the benefit to
zero.
8
<PAGE> 11
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Results of Operations
Operating results for the quarter ended June 30, 1997 compare favourably with
the prior year since there was no activity the prior year. Sales for this
quarter of $516,233 compare to $211,091 in the last two months of the year
ended December 31, 1995 and $555,403 in the first quarter. There was also a net
loss of $7,926 for the quarter. Sales have continued and the Company is
continuing to pursue its business of recruiting sales associates to sell and
distribute its nutritional and other products.
Upon the merger on November 1, 1995, the Registrant received a distributor base
of approximately 'active', sales associates, that is, those ordering products
on a regular basis. As of June 30 that number had increased to approximately
3,450 active associates.
There have been no economic events or changes that have affected the sales or
income/loss from operations of the Registrant and there are no economic trends
or uncertainties that the Registrant expects will have a material impact on net
sales, revenue, or income from operations. The Registrant believes it has
purchased its products at the best price and any increase in price paid for
these will be small. Any price increases would be passed on to the consumers.
In addition, the Registrant at this time does not believe that inflation will
have a material impact one way or another on the results of operations.
LIQUIDITY AND CAPITAL RESOURCES:
Liquidity
The Registrant continues to experience the cash needs of a business where
inventory is required to be on hand for shipments but cannot be stockpiled for
long periods of time because of the limited shelf life. The necessity for
having an inventory on hand also causes the Registrant to tie up large amounts
of its liquid resources in inventory. This is not an uncommon situation and is
aggravated by growth in number of associates as greater amounts of inventory
need to be on hand. This will continue until sales level off or until the
inventory on hand is sufficient to cover sales during the lead time on
replacing the inventory.
The Registrant has no material expenses outside of normal operating expenses
and cost of goods which will affect the liquidity in the short term (one year).
There are no material commitments outside of inventory. The ability of the
Registrant to continue its growth directly affects the continuing sales and the
certainty of the resulting cash flow. There are no factors that indicate that
the growth the Registrant is experiencing will not continue.
There was a net loss from operations for the quarter of $7,926 and an decrease
in cash of $3,924 for the quarter and $1,667 for the six months ended June 30,
1997.
9
<PAGE> 12
Operating activities: the Registrant had $3,038 in non-cash expense
(depreciation and amortization) for the quarter. The operations generated a
decrease in accounts receivable of $4,712; an increase in inventory of $50,904;
an increase in current/other liabilities of $67,690; and an increase in
deposits of $6,641. These changes caused the Registrant to stabilize itself
after the initial period where they absorbed start up costs and costs
associated with the merger.
Capital Resources
The Registrant's only capital resources are those generated from sales of its
products.
There were no stock offerings during the quarter and none are currently
planned. The Registrant believes that it can continue to grow internally
through cash flow from operations.
There were no plans or requirements for purchase of capital items during the
quarter. The Registrant does not foresee any material capital purchase in the
coming twelve months.
In the Registrant's business most sales are paid for at the time of, or before,
delivery. Therefore there are minimal bad debts (which arise from NSF checks)
and the cash flow of the Registrant is not based upon waiting thirty days or
more for payment, and so the cash flow follows sales more closely. The
Registrant has a thirty day guarantee for product replacement; the amount of
returns was negligible for the two months ended December 31, 1995 and the first
quarter (less than one half of one percent) and historically for these types of
products the return rate is very low.
There are no known favorable or unfavorable trends in the Registrant's capital
resources, that might affect its capital resources. Although the Registrant
believes it can fund operations internally, a significant cash infusion would
speed the process of sales growth. At present, there are no plans for an
offering and no offers of capital infusion.
10
<PAGE> 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Registrant continues to try to bring to court the
outstanding legal claim in which the Registrant is a defendant. The Registrant
believes that the suit is without merit and the likelihood of any loss to the
Company is remote.
Item 2. Changes in Securities.
Registrant has made no changes in its securities.
Item 3. Defaults Upon Senior Securities.
Registrant has no senior securities and accordingly no
defaults.
Item 4. Submission of Matters to a Vote of Security Holders.
Registrant submitted no matters to a vote of security holders.
Item 5. Other Information.
None.
11
<PAGE> 14
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MIGHTY POWER U.S.A., INC.
-------------------------
(Registrant)
BY: /s/ CONNIE MARWITZ
----------------------
Its: Secretary
DATE: April 10, 1997
Dallas, Texas
12
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 5,552
<ALLOWANCES> 0
<INVENTORY> 95,467
<CURRENT-ASSETS> 106,019
<PP&E> 11,895
<DEPRECIATION> 1,687
<TOTAL-ASSETS> 157,190
<CURRENT-LIABILITIES> 99,095
<BONDS> 0
0
0
<COMMON> 25,000
<OTHER-SE> (63,928)
<TOTAL-LIABILITY-AND-EQUITY> (38,928)
<SALES> 516,143
<TOTAL-REVENUES> 516,143
<CGS> 70,124
<TOTAL-COSTS> 446,249
<OTHER-EXPENSES> 75,463
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,361
<INCOME-PRETAX> (7,926)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,926)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,926)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
