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 September 30, 2000
[ ] 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:
November 8, 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>
TC X CALIBUR, INC.
Including the accounts of its wholly-owned subsidiary
Condensed Consolidated Financial Statements
September 30, 2000
<PAGE>
<TABLE>
<CAPTION>
TC X CALIBUR, INC.
Condensed Consolidated Balance Sheet
ASSETS
Unaudited
September 30,
2000
---------------------
<S> <C>
Current Assets
Accounts receivable-net of allowance for doubtful
accounts $ 61,735
doubtful acco
aaaaaa
dddddd
Prepaid expenses 4,877
---------------------
Total Current Assets 66,612
Equipment, net 35,214
Other Assets 0
---------------------
TOTAL ASSETS $ 101,826
=====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Cash overdraft $ 3,174
Accounts payable 210,801
Accrued liabilities 3,894
Payable to shareholders - Note 4 13,272
---------------------
Total Current Liabilities 231,141
Stockholders' Equity
Common stock 5,480
Additional paid in capital 1,566
Accumulated deficit (137,425)
Accumulated foreign currency Translation Adjustment 1,064
(5,064)
---------------------
Total Stockholders' Equity (129,315)
---------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$ 101,826
=====================
</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.
Condensed Consolidated Statements of Operations
(Unaudited)
For the Three For the Three
Months Ended Months Ended
September 30, 2000 September 30, 1999
----------------------------- ----------------------------
<S> <C> <C>
Revenues $ 94,851 $ 158,359
Cost of Sales 99,738 103,789
----------------------------- ----------------------------
Gross Profit (4,887) 54,570
General and Administrative Expenses 37,810 64,968
----------------------------- ----------------------------
Net Loss from Operations (42,697) (10,398)
----------------------------- ----------------------------
Net Loss $ (42,697) $ (10,398)
============================= ============================
Net Loss per Share $ (0.01) $ 0.01
============================= ============================
Weighted Average Number of Shares
Outstanding
5,480,000 5,480,000
============================= ============================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TC X CALIBUR, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
For the Nine For the Nine
Months Ended Months Ended
September 30, 2000 September 30, 1999
---------------------------- ----------------------------
<S> <C> <C>
Revenues $ 420,797 $ 548,254
Cost of Sales 347,400 340,932
---------------------------- ----------------------------
Gross Profit 73,397 207,322
General and Administrative Expenses 143,325 179,804
Net Loss $ (69,928) $ 27,518
============================ ============================
Net Loss per Share $ (0.01) $ 0.01
============================ ============================
Weighted Average Number of Shares
Outstanding
5,480,000 5,480,000
============================ ============================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TC X CALIBUR, INC.
Consolidated Statements of Cash Flows
For The Three Months Ended September 30, 2000 & 1999
<S> <C> <C>
Cash Flows From Operating Activities 2000 1999
------------------ ------------------
Net Loss $ (42,697) $ (10,398)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 2,487 1,410
(Increase) decrease in:
Current assets 20,876 27,599
Current liabilities 17,804 (13,025)
------------------ ------------------
Net Cash Provided by/(Used for) in Operating Activities (1,530) 5,586
Cash Flows From Investing Activities
Purchases of property and equipment 0 (18,583)
------------------ ------------------
Net Cash Used for Investing Activities 0 (18,583)
Cash Flows Provided by Financing Activities
Borrowings from stockholders 0 0
------------------ ------------------
Net Cash Provided by Financing Activities 0 0
Effect Of Exchange Rate on cash and cash Equivalents 702
Net Decrease in Cash (828) (12,997)
Beginning Cash Balance (2,346) 23,327
------------------ ------------------
Ending Cash Balance $ (3,174) $ 10,330
================== ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TC X CALIBUR, INC.
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2000 & 1999
<S> <C> <C>
Cash Flows From Operating Activities 2000 1999
------------------ ------------------
Net Loss $ (69,928) $ 27,518
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 7,461 4,229
(Increase) decrease in:
Current assets 7,640 (13,038)
Current liabilities 45,987 14,918
------------------ ------------------
Net Cash Provided by/(Used for) in Operating Activities (8,840) 33,627
Cash Flows From Investing Activities
Purchases of property and equipment 0 (33,938)
------------------ ------------------
Net Cash Used for Investing Activities (33,938)
Cash Flows Provided by Financing Activities
Borrowings from stockholders 0 3,974
------------------ ------------------
Net Cash Provided by Financing Activities 0 3,974
Effect Of Exchange Rate on cash and cash Equivalents 1,150
Net Increase in Cash (7,690) 3,663
Beginning Cash Balance 4,516 6,667
------------------ ------------------
Ending Cash Balance $ (3,174) $ 10,330
================== ==================
</TABLE>
<PAGE>
<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 $94,851.
Liquidity.
At September 30, 2000, the Company had total assets of $101,826 and total
liabilities of $231,141.
Year 2000.
The Company has not seen any adverse effects related to computer problems
associated with the change of year to the year 2000. However, the possibility
exists that the Company may be negatively affected by the "year 2000" problem.
The effect of such problem on the Company in the future can not be predicted
with any accuracy.
<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 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.* **
(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: 11-10-00 By/S/Kenneth J. White
Kenneth J. White, President and Director
Date: 11-10-00 By/S/Kenneth J. White
Michael S. Smith, Secretary, Treasurer and Director
