U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
-------------- ------------------
Commission File No.
33-29139
TC X CALIBUR, INC.
(Name of Small Business Issuer in its Charter)
NEVADA 87-0474017
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
181 Carlaw Avenue, Suite 300
Toronto, Ontario, Canada M4M 2S1
(Address of Principal Executive Offices)
Issuer's Telephone Number: (416)465-3530
24 Queen Street East, Suite 401
Brampton, Ontario, Canada L6V 1A3
-----------
(Former Name or Former Address, if changed since last Report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
(1) Yes X No (2) Yes X No
---- ---- ---- ----
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
In 1993, the Company's subsidiary, Film Opticals of Canada Limited ("Film
Opticals"), had a dispute with a creditor pursuant to a secured promissory note.
Because management disagreed with the creditor, the Company sought court
protection by filing a Notice of Intention to Make a Proposal pursuant to
Subsection 50.4(1) of the Bankruptcy and Insolvency Act of Canada. A trustee was
appointed to oversee the Company's financial management, in the Ontario Justice
Court, General Division, case No. B163/94, and the Company continued its
operations pending a resolution of the matter.
The Company's proposal under the Notice of Intention to Make a Proposal
were ultimately accepted by the court on April 25, 2000. The Company received
notification from the trustee certifying full performance of the proposal. For
additional information, please see the Company's 8-K Current Report dated May 5,
2000, which has been previously filed with the Securities and Exchange
Commission and is incorporated herein by this reference. See Item 6.
APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares
outstanding of each of the Registrant's classes of common stock, as of the
latest practicable date:
May 3, 2000
Common Voting Stock
5,480,001
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is contained in
Item 6 of this Report.
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements.
The Financial Statements of the Registrant required to be filed with this
10-QSB Quarterly Report were prepared by management and commence on the
following page, together with related Notes. In the opinion of management, the
Financial Statements fairly present the financial condition of the Registrant.
<PAGE>
<TABLE>
<CAPTION>
TC X Calibur, Inc.
BALANCE SHEET
June 30, 1999
6/30/99
----------------
[Unaudited]
<S> <C>
ASSETS
Current Assets
Checking/Savings
Cash in Bank-Scotiabank 23,449.77
---------
Total Checking/Savings 23,449.77
Other Current Assets
Accounts Receivable 98,756.83
---------
Total Other Current Assets 98,756.83
---------
Total Current Assets 122,206.60
Fixed Assets 407,575.32
Accumulated Depreciation (390,887.32)
-----------
Total Fixed Assets 16,688.00
Other Assets
Prepaid Expenses 5,003.05
---------
Total Other Assets 5,003.05
---------
TOTAL ASSETS 143,897.65
==========
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
Accounts Payable 158,621.24
Loan Payable 3,995.06
----------
Total Current Liabilities 162,616.30
----------
Total Current Liabilities 162,616.30
----------
Total Liabilities 162,616.30
Equity
Additional Paid in Capital 1,566.01
Capital Stock 5,480.00
Retained Earnings (25,728.52)
---------
Total Equity (18,682.75)
Currency Adjustment 35.90
---------
TOTAL LIABILITIES & EQUITY 143.897.65
==========
</TABLE>
NOTE TO FINANCIAL STATEMENTS: Interim financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the periods. These interim financial statements
conform with the requirements for interim financial statements and consequently
do not include all the disclosures normally required by generally accepted
accounting principles.
<PAGE>
<TABLE>
<CAPTION>
TC X Calibur, Inc.
INCOME STATEMENT
For the Three and Six Month Periods
Ended June 30, 1999 and 1998
Three Months Six Months Three Months Six Months
Ended Ended Ended Ended
6-30-99 6-30-99 6-30-98 6-30-98
------------------ ------------------ ---------------- -----------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C>
Income
Sales 230,226.51 408,555.43 131,258.38 262,516.76
---------- ---------- ---------- ----------
Total Income 230,226.51 408,555.43 131,258.38 262,516.76
Cost of Sales 155,054.50 225,650.08 76,083.88 152,176.76
---------- ---------- ---------- ----------
Total Cost Sales 155,054.50 225,650.08 76,083.88 152,176.76
---------- ---------- ---------- ----------
Gross Profit 75,172.01 182,905.35 55,174.50 110,349.00
Expense
General and Administrative 20,076.90 38,954.17 21,243.66 42,487.32
Management Fees 39,549.52 79,097.99 48,505.75 97,011.50
Depreciation Expense 1,417.03 2,834.03 828.62 1,657.24
---------- ---------- ---------- ----------
Total Expense 61,043.45 120,886.19 70,578.03 141,156.06
========== ========== ========== ==========
Net Income/(Loss) 14,128.56 62,019.16 (15,403.53) (30,807.06)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TC X Calibur, Inc.
STATEMENTS OF CASH FLOWS
For the Three and Six Month Periods
Ended June 30, 1999 and 1998
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
6/30/99 6/30/98 6/30/99 6/30/98
----------------- ---------------- ---------------- ---------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash Flows Used For Operating Activities
- ----------------------------------------
Net Income/(Loss) $ 14,129 $ (15,404) $ 62,019 $ (30,807)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 1,417 829 2,834 1,657
(Increase)/Decrease in:
Current Assets (32,393) 22,484 (64,748) 44,967
Current Liabilities 25,530 9,139 28,089 18,277
----------------- ------------- ------------- --------------
Net Cash Used For Operating Activities $ 8,683 $ (1,230) $ 28,189 $ (2,460)
Cash Flows From Investing Activities
- -------------------------------------
Purchase of property and equipment (3,798) 0 (15,436) 0
Net Cash Used for Investing Activities (3,798) 0 (15,436) 0
================= ============== ============= ==============
Cash Flows Provided by Financing Activities
- -------------------------------------------
Borrowing from stockholders 0 0 3,995 0
================= =============== ============= ===============
Net (Increase)/Decrease in Cash 4,885 1,230 (16,748) 2,460
Beginning Cash Balance 18,565 10,530 6,702 11,760
----------------- --------------- ------------- ---------------
Ending Cash Balance $ 23,450 $ 9,300 $ 23,450 $ 9,300
================= =============== ============= ===============
</TABLE>
<PAGE>
Item 2.Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
The Company's current plan of operation is to continue with the operations
of its sole operating subsidiary, Film Opticals of Canada Limited.
Results of Operations.
During the quarterly period covered by this Report, the Company generated
revenue of $230,226.51.
Liquidity.
At June 30, 1999, the Company had total assets of $143,897.65 and total
liabilities of $162,616.30. Net stockholders equity for the period was
($18,682.75).
<PAGE>
PART II - OTHER INFORMATION
Item 1.Legal Proceedings.
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in any proceeding.
In 1993, the Company's subsidiary, Film Opticals of Canada Limited ("Film
Opticals"), had a dispute with a creditor pursuant to a secured promissory note.
Because management disagreed with the creditor, the Company sought court
protection by filing a Notice of Intention to Make a Proposal pursuant to
Subsection 50.4(1) of the Bankruptcy and Insolvency Act of Canada. A trustee was
appointed to oversee the Company's financial management, in the Ontario Justice
Court, General Division, case No. B163/94, and the Company continued its
operations pending a resolution of the matter.
The Company's proposal under the Notice of Intention to Make a Proposal
were ultimately accepted by the court on April 25, 2000. The Company received
notification from the trustee certifying full performance of the proposal. For
additional information, please see the Company's 8-K Current Report dated May 5,
2000, which has been previously filed with the Securities and Exchange
Commission and is incorporated herein by this reference. See Item 6.
Item 2.Changes in Securities.
None; not applicable.
Item 3.Defaults Upon Senior Securities.
None; not applicable.
Item 4.Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5.Other Information.
Mantyla & McReynolds, Certified Public Accountants, of Salt Lake City,
Utah, have been retained to audit the financial statements of the Registrant as
of May 5, 2000. Mantyla & McReynolds have prepared audited financial statements
of the Registrant for the calendar years ended December 31, 1999 and 1998; The
Registrant has contacted its previous auditor, Malone and Bailey, PLLC, formerly
John Malone and company, Certified Public Accountants, 5444 Westheim #2080,
Houston TX 77056 (713) 840-1210, and there are no disagreements between the
Registrant and the previous auditor, Malone and Bailey, whether resolved or not
resolved, on any matter of accounting principles or practices, financial
statement disclosures or auditing scope or procedure, which would cause them to
make reference to the subject matter of a disagreement in connection with their
reports.
For additional information regarding the change of auditor, please see the
Company's Form 8-K Current Report, as filed with the Securities and Exchange
Commission on or about May 9, 2000, which is incorporated herein by this
reference. See Item 6.
Item 6.Exhibits and Reports on Form 8-K.
(a)Exhibits.*
None; Not Applicable.
(b)Reports on Form 8-K.
Form 8-K Current Report, dated May 9, 2000, for information relating to the
Company's court protection, change in the Compay's auditors, and other matters,
as described in Item 1, Part II and Item 5, Part II, above.* **
*A summary of any Exhibit is modified in its entirety by reference to the
actual Exhibit.
**These documents have been previously filed with the Securities and
Exchange Commission.
(c) Documents Incorporated by Reference.
Form 8-K Current Report, dated May 5, 2000, for information relating to the
Company's court protection, change in the Compay's auditors, and other matters,
as described in Item 1, Part II and Item 5, Part II, above.* **
*A summary of any Exhibit is modified in its entirety by reference to the
actual Exhibit.
**These documents have been previously filed with the Securities and
Exchange Commission.
<PAGE>
SIGNATURES
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.
TC X Calibur, Inc.
Date: 5-16-00 By/S/ Kenneth J. White
Kenneth J. White, President and Director
Date: 5-16-00 By/S/ Michael S. Smith
Michael S. Smith, Secretary, Treasurer and Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000847015
<NAME> TC X Calibur, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 23,449
<SECURITIES> 0
<RECEIVABLES> 98,756
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 122,206
<PP&E> 407,575
<DEPRECIATION> 390,887
<TOTAL-ASSETS> 143,897
<CURRENT-LIABILITIES> 162,616
<BONDS> 0
0
0
<COMMON> 5,480
<OTHER-SE> (56,339)
<TOTAL-LIABILITY-AND-EQUITY> 143,897
<SALES> 230,226
<TOTAL-REVENUES> 230,226
<CGS> 155,054
<TOTAL-COSTS> 155,054
<OTHER-EXPENSES> 61,043
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 32,176
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,128
<EPS-BASIC> 0.01
<EPS-DILUTED> 0.01
</TABLE>
