CONFORMED COPY
FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________to __________________
Commission file number 33-37751-D
FIELDCREST CORP.
- ---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-1130229
- -----------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2111 Canyon Crest Avenue, San Ramon, California 94583
- ---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(503) 626-3739
- -----------------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for at least the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
As of May 31, 1997, the aggregate market value of the 14,867,000 shares
of voting stock held by non-affiliates of the registrant was
approximately $148,670.
The number of shares outstanding of the registrant's only class of
common stock, as of May 31, 1997, was 38,429,000.
Registration Statement 33-37751-D, as amended, is incorporated into
Part I of this Report.
Exhibit Index is located at Page 11.
<PAGE>
PART I
ITEM 1. BUSINESS
General
Fieldcrest Corp. (the "Registrant" or the "Company") was incorporated
in 1989 under the laws of the State of Delaware for the primary purpose
of seeking out acquisitions of properties, businesses, or merger
candidates, without limitation as to the nature of the business
operations or geographic area of the acquisition candidate. From its
inception through August of 1991, however, the Company's activities
were directed primarily toward the obtaining of capital with which to
pursue the business plan summarized in the preceding sentence.
In August of 1991, the Company completed the initial public offering of
its securities (the "Offering"). The Offering raised gross proceeds of
$47,250 upon the sale of 4,725,000 units of the Company's securities.
Such units consisted of common stock and common stock purchase
warrants.
Following the completion of its Offering, the Company began the process
of identification and evaluation of prospective acquisition candidates.
That process has included the solicitation of information from a
variety of sources within the general financial community as well as
from contacts established by management. The process is described more
fully in the Company's Registration Statement, which is incorporated
herein by this reference.
Pursuant to the Colorado Securities Act, $19,440 of the proceeds of the
Offering was deposited into an escrow account. The funds were to be
released to the Company only upon satisfaction of the condition (the
"Escrow Condition") that at least fifty per cent of the gross proceeds
of the Offering be committed to one or more specific lines of business
by no later than the fourth anniversary of the effective date of the
Company's prospectus. The Escrow Condition had not been satisfied as
of the fourth anniversary, or by February 12, 1995, and, accordingly,
the Company distributed those funds pro rata to those persons who were
owners of the shares of common stock purchased in the Offering. See
"Liquidity and Capital Resources" under Item 7, Management's Discussion
and Analysis of Financial Condition and Results of Operations, in Part
II, below.
Employees
The Company has no full time employees. Its sole executive officer
devotes as much time as is necessary to conduct the Company's business.
See "Item 11. Executive Compensation."
ITEM 2. PROPERTIES
The Company has been provided office space in the home of its
President. The Company pays no rent for such space.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any threatened or pending legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended March 31, 1997.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
To the best of management's knowledge, the Company's units and common
stock were listed for trading on the Nasdaq Electronic Bulletin Board in the
first calendar quarter of 1996. Since the date of its listing
the only bid price for common stock, as reported by the
Company's principal market maker, has been $.01.
At May 31, 1997, the Company had approximately 30 shareholders of
record. The Company has not paid any dividends on its common stock and
does not expect to pay a cash dividend in the foreseeable future.
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Company completed the initial public offering of its securities in
August of 1991, receiving gross proceeds of $47,250. Total costs of
the offering amounted to $26,016. The net proceeds of the offering,
therefore, amounted to $21,234.
Pursuant to the Colorado Securities Act and based upon actual and
estimated offering costs, $19,440 of that amount was deposited into
escrow. By law, funds could not be released from the escrow to the
Company until such time as the Company devoted to an identified
business an amount equal to or greater than 50% of the gross proceeds
of the offering. Moreover, the escrowed funds were to be distributed
pro rata to the then holders of shares of common stock purchased in the
offering (the "Shares") upon the second anniversary of the effective
date of the Company's prospectus, unless the escrow was extended by a
majority vote of the holders of those Shares. The escrow could not, in
any event, be extended beyond a period of four years from the effective
date of the Company's prospectus (February 12, 1991).
<PAGE>
The Company had not, as of the fourth anniversary of the effective date
of the prospectus (February 12, 1995), entered into any arrangement
that would satisfy the condition to the release of the escrowed funds.
Accordingly, management has distributed the escrowed funds to the
holder of Shares on a pro rata basis.
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of net proceeds from its
public offering, a minimal amount of inside capitalization funds, and
the distribution of escrowed funds as described in the preceding
paragraph. As of March 31, 1997, the Company had on deposit
unrestricted cash of $1,673 available for use.
Following an analysis of the Company's year-end financial condition,
management has determined that the Company's liquid assets will not be
sufficient to meet the Company's needs for the fiscal year ending March
31, 1998. The perceived needs fall into two categories. First, there
was a need to pay the Company's current liabilities of $235 at year
end. Second, an evaluation of the Company's historical operating costs
along with an anticipated reduction of certain expenses in the current
year showed that an aggregate of approximately $3,500 could be expected
to be needed to cover the Company's reporting obligations under the
Securities Exchange Act of 1934, as amended, and the Company's other
general and administrative expenses for the 1998 fiscal year.
Thus, management determined that the Company needs an aggregate of
approximately $3,700 in cash during the year ending March 31, 1998, to
cover current liabilities and anticipated expenditures.
As a result, the Company's cash resources are projected to be
inadequate to cover its anticipated needs for the current year. In
response to this shortage, to obtain the additional cash resources
potentially required for the 1998 fiscal year, the Company expects to
seek capital in the form of equity contributions or loans from its
founding stockholders. The Company, however, does not have any formal
arrangements under which such financing would be available.
Should the Company fail to complete a business combination before the
end of fiscal 1998, the Company expects to meet its future expenses by
obtaining additional capital from the Company's founding stockholders
as described above.
Except as described above, the Company anticipates that its capital
needs will be minimal until it shall have identified a business
opportunity with which to combine. In pursuing a combination
transaction, however, the Company is likely to incur significant
additional expenses. The Company expects to meet such expenses by
seeking to have payment of them deferred until after the combination
shall have been consummated or, in the alternative, by obtaining
further additional capital contributions or loans from the Company's
founding stockholders.
<PAGE>
Results of Operations
Year Ended March 31, 1997. During the fiscal year ended March 31,
1997, the Company engaged in no significant operations. The only
expenses incurred during the year consisted of general and
administrative expenses in the amount of $3,675 and no revenues were
received by the Company during the year. Accordingly, the Company
realized a net loss of $3,675 during the year.
Year Ended March 31, 1996. During the fiscal year ended March 31,
1996, the Company engaged in no significant operations. The only
expenses incurred during the year consisted of general and
administrative expenses in the amount of $3,798 and no revenues were
received by the Company during the year. Accordingly, the Company
realized a net loss of $3,798 during the year.
Period from Inception. From inception through March 31, 1997, the
Company generated total income consisting of $2,711 in interest income,
and incurred non-offering-related expenses consisting of amortization
of organizational costs totaling $876, and general and administrative
expenses totaling $32,311. As a result, the Company realized a net
loss of $30,476 during the period from inception through March 31,
1997.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
This information is presented as a separate section of this report
beginning on page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
On October 11, 1994, Levine, Hughes & Mithuen, Inc. ("Levine") notified
the Company of its decision to decline to stand for re-election as the
Company's principal accountant for fiscal 1996 and thereupon, on the
same date, the Company engaged Comiskey & Company Professional
Corporation ("Comiskey") as its principal accountant.
Levine acted as the Company's auditor for the fiscal years ended March
31, 1992, 1993 and 1994.
In connection with the audits for the Company's fiscal years ended
March 31, 1993 and 1994, and for the subsequent interim periods
preceding the engagement of Comiskey as the Company's auditor, there
has been no disagreement between the Company and Levine concerning
accounting principles or practices, financial statement disclosures, or
auditing scope or procedures which would have caused Levine to make a
reference to the subject matter of the disagreement in connection with
its reports.
<PAGE>
In connection with the audits for the Company's fiscal years ended
March 31, 1993 and 1994, the reports by Levine relating to the
financial statements of the Company did not contain an adverse opinion
or a disclaimer of opinion, nor were the reports qualified or modified
as to audit scope, accounting principles, or uncertainty.
The decision to engage Comiskey has been recommended and approved by
the Company's directors.
No event of the types listed in paragraphs (a)(1)(v)(A) through (D) of
Section 229.304 of the Securities Exchange Act of 1934 (the "1934 Act")
occurred for the fiscal years ended March 31, 1993 and 1994, or for the
subsequent interim periods prior to the engagement of Comiskey as
auditors for the Company.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Identification of Directors and Executive Officers of the Company
The sole director and executive officer of the Company, her age, positions held
in the Company, and duration as such, are as follows:
Name Age Positions held and Tenure
--------------------- ----- --------------------------------
Heather Zane Anderson 38 President, Secretary, Treasurer,
and sole Director since December 1989
Certain Significant Employees
No persons other than the executive officer listed above are considered
to be significant employees.
Family Relationships
There are no family relationships between the Company's sole executive
officer and director and any other person associated with the Company.
Business Experience
The following is a brief account of the education and business
experience during at least the past five years of the Company's sole
executive officer and director, indicating her principal occupation and
employment during that period, and the name and principal business of
the organization in which such occupation and employment were carried
out.
<PAGE>
Biographical Information
Heather Zane Anderson. Ms. Anderson has served as the sole officer and
director of the Company since December of 1989.
Ms. Anderson has been engaged in the private practice of law since
1983. She has concentrated her practice in the areas of corporation
and securities law, and mergers and acquisitions, since 1986. From
July 1988 until August 1991, Ms. Anderson was an attorney for the
Denver, Colorado firm of Pred and Miller. Ms. Anderson established her
own firm in Denver in August 1991 and currently acts as general
corporate and securities counsel for a number of private and public
corporations. In May 1994, Ms. Anderson relocated her firm to
Portland, Oregon, and joined the Portland firm of Farleigh, Wada &
Witt, P.C., in an Of Counsel capacity. As of March 1997, Ms.
Anderson has ended her affiliation with the Portland firm and
relocated to San Ramon, California where she is currently unemployed.
Ms. Anderson received a B.A. degree from the University of Kansas in
1980, and a Juris Doctor degree from the University of Kansas School of
Law in 1983.
ITEM 10. EXECUTIVE COMPENSATION
(a) Cash Compensation
Since inception, no executive officer of the Company received cash
compensation other than reimbursement of expenses incurred on behalf of
the Company. See "Item 13. Certain Relationships and Related
Transactions."
(b) Compensation Pursuant to Plans
None.
(c) Other Compensation
None.
(d) Compensation of Directors
None.
(e) Termination of Employment and Change of Control Arrangements
None.
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(a) & (b) Security Ownership of Certain Beneficial Owners and Management
As of May 31, 1997, the persons listed in the table set forth below
were known by the Company to own or control beneficially more than five
percent of its outstanding common stock, par value $.00001 per share,
its only class of outstanding securities.
Name and Address of Number of Shares Percentage
Beneficial Owner Owned Beneficially of Class
- ---------------------- ---------------------- ------------
Ronald J. Miller 9,826,000 25.6%
300 High Street
Denver, CO 80218
Susan K. Sundsvold 9,028,000 (i) 23.5%
5121 South Ironton Way
Englewood, CO 80111
Heather Zane Anderson* 4,708,000 12.3%
2111 Canyon Crest Avenue
San Ramon, CA 94583
Robert Neece 2,792,000 7.3%
303 E. Seventeenth Ave.
Suite 800
Denver, CO 80203
Underwood Family Partners, Ltd. 2,200,000 5.7%
7025 South Andes Circle
Aurora, CO 80016
Frank L. Kramer 2,100,000 5.5%
3127 Ramshorn Dr.
Castle Rock, CO 80104
All directors and
executive officers 4,708,000 12.3%
(i) - Includes 408,000 shares held by spouse
<PAGE>
(c) Changes in Control
The Company knows of no arrangement or understanding the operation of
which may at a subsequent date result in a change of control of the
Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been since inception no transactions, or series of
transactions, nor are there any currently proposed transactions, or
series of the same to which the Company is a party, in which the amount
involved exceeds $60,000 and in which to the knowledge of the Company
any director, executive officer, nominee, five per cent shareholder or
any member of the immediate family of the foregoing persons have or
will have a direct or indirect material interest.
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENT AND SCHEDULES AND REPORTS ON
FORM 8-K
(a) Financial Statements and Schedules
The following Financial Statements are filed as part of this report:
Report of Comiskey & Company Professional Corporation F-1
Balance Sheet, March 31, 1997 F-2
Statements of Operations, Fiscal Years Ended
March 31, 1997 and 1996, and Period December 1,
1989 (inception) to March 31, 1997 F-3
Statement of Stockholders' Equity, Period
December 1, 1989 (inception) to March 31, 1997 F-4
Statements of Cash Flows, Fiscal Years Ended
March 31, 1997 and 1996, and Period December 1,
1989 (inception) to March 31, 1997 F-5
Notes to Financial Statements F-6-8
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of the Company's
fiscal year ended March 31, 1997.
<PAGE>
(c) Exhibits
The following Exhibits are filed with this report:
Name of Exhibit
(3.1) Certificate of Incorporation, incorporated by reference to
Registration Statement No. 33-37751-D, effective February 12, 1991
(3.2) Bylaws, incorporated by reference to Registration Statement
No. 33-37751-D, effective February 12, 1991
(4.1) Rights of Stockholders (included in 3.1 and 3.2 above)
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report
on Form 10-K to be signed on its behalf by the undersigned, duly
authorized.
Date: June 28, 1997 FIELDCREST CORP.
By: /s/ Heather Zane Anderson
----------------------------
Heather Zane Anderson, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons, which
include the Principal Executive Officer, the Principal Financial
Officer and a majority of the Board of Directors on behalf of the
Registrant and in the capacities and on the dates indicated.
Name Title Date
- ------------------------ ------------------- --------------
/s/ Heather Zane Anderson
- -------------------------
Heather Zane Anderson President, Secretary, June 28, 1997
Treasurer, and Sole Director
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered
Securities Pursuant to Section 12 of the Act.
No annual report or proxy materials have been sent to security holders.
SIGNATURES
No annual report or proxy materials have been sent to security holders.
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors
Fieldcrest Corp.
We have audited the accompanying balance sheet of Fieldcrest Corp. (a
development stage company), as of March 31, 1997, and the related statements
of operations, cash flows, and stockholders' equity (deficit) for the years
ended March 31, 1997 and 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those 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 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 that 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 Fieldcrest Corp. as of March
31, 1997, and the results of its operations and its cash flows for each of the
two years then ended, and for the period from inception (December 1, 1989) to
March 31, 1997, in conformity with generally accepted accounting principles.
As discussed in Note 5, there is substantial doubt about the Company's ability
to continue as a going concern. The Company has minimal working capital with
which to fund its activities and evaluate merger candidates. Management's
plans with respect to funding future operations are also discussed in Note 5.
These financial statements do not include any adjustments which may be
necessary if the Company is unable to continue in existence.
Aurora, Colorado
June 18, 1997
COMISKEY & COMPANY
PROFESSIONAL CORPORATION
F-1
<PAGE>
Fieldcrest Corp.
(A Development Stage Company)
BALANCE SHEET
March 31, 1997
(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,673
--------
Total current assets 1,673
--------
TOTAL ASSETS $ 1,673
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 50
Accounts payable - related party 185
--------
Total current liabilities 235
STOCKHOLDERS' EQUITY
Preferred stock, $0.00001 par value; 20,000,000
shares authorized; no shares issued and
outstanding -
Common stock, $0.00001 par value; 500,000,000
shares authorized; 38,429,000 shares issued
. and outstanding 384
Additional paid-in capital 31,530
Deficit accumulated during the development
stage (30,476)
--------
Total stockholders' equity 1,438
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,673
========
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
Fieldcrest Corp.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Audited)
<TABLE>
<S> <C> <C> <C>
Period
December 1, 1989
(Inception)
to March 31, March 31,
1997 1997 1996
---------------- -------- --------
REVENUES
Investment income $ 2,711 $ - $ -
---------------- -------- --------
EXPENSES
General & administrative 32,311 3,675 3,798
Amortization 876 - -
---------------- -------- --------
Total expenses 33,187 3,675 3,798
---------------- -------- --------
NET LOSS (30,476) (3,675) (3,798)
Accumulated deficit
Balance, beginning of period - (26,801) (23,003)
---------------- -------- --------
Balance, end of period $ (30,476) $(30,476) $(26,801)
================ ======== ========
NET LOSS PER SHARE $ (NIL) $ (NIL) $ (NIL)
================ ======== ========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 34,818,946 38,429,000 37,240,507
================ ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
Fieldcrest Corp.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<S> <C> <C> <C> <C> <C>
Deficit Total
accumulated stock-
Common Stock Additional during the holders'
Number of paid-in development equity
shares Amount capital stage (deficit)
------------ ------ ---------- ----------- ---------
Issuance of common stock for cash:
8/20/90 at $0.00019 per share 4,000,000 $ 40 $ 710 $ - $ 750
8/21/90 at $0.00025 per share 8,000,000 80 1,920 - 2,000
8/21/90 at $0.00075 per share 2,000,000 20 1,480 - 1,500
8/23/90 at $0.00025 per share 8,000,000 80 1,920 - 2,000
8/29/90 at $0.00100 per share 1,400,000 14 1,386 - 1,400
9/10/90 at $0.00025 per share 2,600,000 26 624 - 650
9/11/90 at $0.00067 per share 1,500,000 15 985 - 1,000
9/13/90 at $0.00040 per share 500,000 5 195 - 200
8/29/90 at $0.00100 per share 2,000,000 20 1,480 - 1,500
Net loss for the period 12/1/89
(inception) to 3/31/91 - - - (399) (399)
---------- ----- -------- -------- --------
Balance at 3/31/91 30,000,000 300 10,700 (399) 10,601
Issuance of common stock for cash:
8/8/91 at $0.01000 per share 4,725,000 47 47,803 - 47,850
Deferred offering costs - - (26,016) - (26,016)
Net loss for the year ended 3/31/92 - - - (3,120) (3,120)
---------- ----- -------- -------- --------
Balance at 3/31/92 34,725,000 347 32,487 (3,519) 29,315
Net loss for the year ended 3/31/93 - - - (5,666) (5,666)
---------- ----- -------- -------- --------
Balance at 3/31/92 34,725,000 347 32,487 (9,185) 23,649
Issuance of common stock for cash:
6/30/93 at $0.00500 per share 1,200,000 12 5,988 - 6,000
Net loss for the year ended 3/31/94 - - - (7,817) (7,817)
---------- ----- -------- -------- --------
Balance at 3/31/94 35,925,000 359 38,475 (17,002) 21,832
Issuance of common stock for cash:
8/15/94 at $0.00500 per share 204,000 2 1,018 - 1,020
11/23/94 at $0.00500 per share 500,000 5 2,495 - 2,500
Refund of investors' monies held in
Escrow - - (19,440) - (19,440)
Net loss for the year ended 3/31/95 - - - (6,001) (6,001)
---------- ----- -------- -------- --------
Balance at 3/31/95 36,629,000 366 22,548 (23,003) (89)
Issuance of common stock for cash:
7/13/95 at $0.00500 per share 600,000 6 2,994 - 3,000
2/5/95 at $0.00500 per share 1,200,000 12 5,988 - 6,000
Net loss for the year ended 3/31/96 - - - (3,798) (3,798)
---------- ----- -------- -------- --------
Balance at 3/31/96 38,429,000 384 31,530 (26,801) 5,113
Net loss for the year ended 3/31/97 - - - (3,675) (3,675)
---------- ----- -------- -------- --------
Balance at 3/31/97 38,429,000 $ 384 $ 31,530 $(30,476) $ 1,438
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
Fieldcrest Corp.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<S> <C> <C> <C>
Period
December 1, 1989
(Inception)
to March 31, March 31,
1997 1997 1996
---------------- -------- --------
BALANCES
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (30,476) $ (3,675) $ (3,798)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Amortization 876 - -
Increase (decrease) in accounts
payable 50 (290) (1,086)
Increase in accounts payable - related
party 185 (30) (1)
---------------- -------- --------
Net cash used by operating
activities (29,365) (3,995) (4,885)
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in organizational costs (876) - -
---------------- -------- --------
Net cash used by investing activities (876) - -
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 77,370 - 9,000
Deferred offering costs paid (26,016) - -
Statutory escrow contribution (19,440) - -
---------------- -------- --------
Net cash provided by financing
activities 31,914 - 9,000
---------------- -------- --------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 1,673 (3,995) 4,115
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 5,668 1,553
---------------- -------- --------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 1,673 $ 1,673 $ 5,668
================ ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE>
Fieldcrest Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1997
1. Summary of Significant Accounting Policies
Development Stage Company
Fieldcrest Corp. (the "Company") was incorporated under the laws of the
State of Delaware on December 1, 1989.
The Company has been in the development stage since inception, as defined by
Statement No. 7 of the Financial Accounting Standards Board and has not
engaged in any business other than organizational efforts, raising capital,
and investigating business opportunities. The Company's year end is March 31.
It has no full-time employees and owns no real property. The Company
intends to seek out and take advantage of business opportunities that may
have potential for profit and, to that end, intends to acquire properties or
businesses, or a controlling interest therein. Management of the Company
will have virtually unlimited discretion in determining the business
activities in which the Company might engage.
The Company currently does not own any properties or an interest in any
business. Moreover, it has not identified any properties or business
opportunities that it shall seek to acquire, has no understanding or
arrangement to acquire any properties or business interests, and has not
identified any specific geographical area, industry, or type of business in
which it intends to operate.
Organization Costs
Organization costs have been amortized over a 60-month period using the
straight-line method.
Loss per Share
Loss per share has been computed using the weighted average number of shares
outstanding.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity date of
three months or less to be cash equivalents.
Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management
to make estimates and assumptions that affect the amounts reported in these
financial statements and accompanying notes. Actual results could differ
from those estimates.
2. Stockholders' Equity
Issuance of Common Stock
The Company's Certificate of Incorporation authorizes the issuance of
500,000,000 shares of common stock with a par value of $0.00001 per share.
Each record holder of common stock is entitled to one vote for each share
held on all matters properly submitted to the stockholders for their vote.
Cumulative voting for the election of directors is not permitted by the
Certificate of Incorporation.
In June 1993, the Company sold, in a private placement, an aggregate of
1,200,000 shares of its restricted common stock to four existing
stockholders for a total of $6,000.
On August 15, 1994, the Company sold to its sole officer 204,000 shares of
its $0.00001 par value common stock for $1,020 cash.
During November 1994, the Company sold to three existing stockholders, an
additional 500,000 shares of its $0.00001 par value common stock for $2,500
cash.
On July 13, 1995, the Company sold to existing stockholders, 600,000 shares
of its $0.00001 par value common stock for $2,000 cash, and $1,000 in
subscription receivable which was paid on November 9, 1995.
On February 5, 1996, the Company sold to existing stockholders, 1,200,000
shares of its $0.00001 par value common stock for $6,000 cash.
Preferred Stock
The Company's Certificate of Incorporation authorizes the issuance of
20,000,000 shares of preferred stock, par value of $0.00001 per share. The
Board of Directors of the Company is authorized to issue preferred stock
from time to time in series and is further authorized to establish such
series, to fix and determine the variations in the relative rights and
preferences as between the series, and to allow for the conversion of
preferred stock into common stock. No preferred stock has been issued by
the Company.
Public Offering
On August 20, 1991, the Company completed its initial public offering after
selling 4,725,000 units of its common stock and warrants. Each unit
consists of one share of common stock, one Class A warrant and one Class B
warrant. Each Class A warrant and each Class B warrant will be exercisable
for one share of common stock at a price of $0.08 per share and $0.10 per
share, respectively, any time through February 12, 1998 and may be
transferred separately from the common stock. The Company may redeem the
warrants at a price of $0.00001 per warrant upon 30 days' written notice,
reduce the exercise price, or indefinitely extend the exercise period of the
warrants. At March 31, 1997, no warrants have been exercised.
The Company received net proceeds from the offering of $21,234 after
deducting offering costs of $26,016, of which $19,440 was subsequently
refunded in 1995 to stockholders in accordance with Colorado Securities
laws.
The Company also received $600 from the offering for the sale of its Class A
and Class B warrants to existing stockholders.
3. Related Party Transactions
The Company presently maintains its offices at the home of its President for
which it pays no rent, and for which it does not anticipate paying rent in
the future.
The Company paid Pred and Miller, its former securities counsel, a total of
$14,957 in connection with the public offering of the Company's common
stock. Additionally, three of the Company's stockholders (Heather Zane
Anderson, Ronald J. Miller, and Robert Neece) were associated with the firm
of Pred and Miller as either an associate attorney or partner. During July
1991, the law firm of Pred and Miller was dissolved and the Company retained
the law firm of Robert Neece, P.C. During June 1992, Robert Neece joined
Burns, Wall, Smith and Mueller, P.C. The Company paid Burns, Wall, Smith
and Mueller, P.C. $170 and $-0- for legal services provided during fiscal
years 1997 and 1996, respectively.
During 1996, the costs reimbursed to the office of Heather Zane Anderson (a
stockholder of the Company) amounted to $225, with an additional $185,
included in related party accounts payable, due at March 31, 1997.
In the event the Company successfully completes the acquisition of a
business opportunity, the Board of Directors may award a finder's fee to an
officer or affiliate of the Company, or to a third party, if the acquisition
is originated due to his or her efforts. The fee would be paid in stock
only and not cash.
As of March 31, 1997, the Company's sole officer and director owns and
controls 4,708,000 shares of the Company's common stock, representing
approximately 12% of the Company's issued and outstanding common stock.
4. Income Taxes
The Company has net operating loss carryforwards of approximately $30,500
which expire between 2005 and 2011. The carryforwards may be limited or
prohibited upon a reorganization or change in corporate ownership. The
approximate income tax benefit from these carryforwards, totaling $5,900,
has been offset by a valuation allowance. The valuation allowance increased
by $800 for the year ended March 31, 1997.
5. Going Concern
There is substantial doubt about the Company's ability to continue as a
going concern. The Company has minimal working capital with which to fund
its activities and evaluate merger candidates. Management's plans to
alleviate these conditions include selling stock in private placements to,
or obtaining loans from, its existing stockholders.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENTS OF LOSS AND ACCUMULATED DEFICIT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH 10KSB FOR THE YEAR ENDED MARCH 31, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
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<CURRENT-ASSETS> 1673
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0
0
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<OTHER-SE> 1054
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<OTHER-EXPENSES> 3675
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<INCOME-CONTINUING> 0
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