SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended June 30, 1996
Commission File No. 33-45838-C
BEACON CAPITAL INVESTMENT, INC.
(Exact name of Small Business Issuer as specified in its charter)
Delaware 93-1077034
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification Number)
330 E. Main Street, Suite 201
Barrington, IL 60010-3218
(Address of principal executive offices)
Issuer's telephone no., including area code: (847) 516-2900
Former name, former address, and former fiscal year, if changed
since last report.
Common Stock outstanding at August 20, 1996 - 1,160,458 shares
of $.001 par value Common Stock.
Check whether the Issuer (1) has 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.
(1) Yes X No (2) Yes X No .
[PAGE]
FORM 10-QSB
FINANCIAL STATEMENTS AND SCHEDULES
BEACON CAPITAL INVESTMENT, INC.
For the Quarter ended June 30, 1996.
The following financial statements and schedules of the registrant and
its consolidated subsidiaries are submitted herewith:
PART I - FINANCIAL INFORMATION
Page of
Form 10-QSB
Item 1. Financial Statements 3
Condensed Balance June 30, 1996 3
Condensed Statement of Operations--for the three
months and nine months ended June 30, 1996 and
June 30, 1995 4
Condensed Statement of Cash Flows--for the three
months and nine months ended June 30, 1996 and
June 30, 1995 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Conditionand Results of Operations 7
PART II - OTHER INFORMATION
Page
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote of Securities Holders 8
Item 5. Other Information 8
Item 6(a). Exhibits 8
Item 6(b). Reports on Form 8-K 8
2
[PAGE]
BEACON CAPITAL INVESTMENT, INC.
(A Development Stage Company)
Balance Sheet
June 30, 1996
(Unaudited)
Assets
Current assets:
Cash $554,771
Liabilities and Stockholders' Equity
Current liabilities -
accounts payable $ 843
----------
Stockholders' equity:
Common stock - $.001 par value. 100,000,000
shares authorized, 1,160,458 shares
issued and outstanding 1,160
Additional paid-in capital 581,015
Deficit accumulated during the development stage (28,247)
-------
Total stockholders' equity 553,928
-------
$554,771
========
See accompanying notes to financial statements.
3
[PAGE]
BEACON CAPITAL INVESTMENT, INC.
(A Development Stage Company)
Condensed Statement of Operations
(Unaudited)
Three Cumulative
Months Ended Nine Months Amounts
June 30, Ended June 30, Since
1996 1995 1996 1995 Inception
------------- --------------- ---------
Revenue (principally int. $- 4,250 7,828 12,504 49,527
Expenses 2,584 8,683 14,628 28,372 77,704
----- ----- ------ ------ -------
Loss before provision
for taxes (2,584) (4,433) (6,800) (15,868) (28,177)
Provision for taxes - - - - (70)
------ ------ ------- -------- -------
Net loss $(2,584) (4,433) (6,800) (15,868) (28,247)
====== ======= ======= ======= =======
Loss per share (.00) (.00) (.01) (.01) (.03)
========= ======== ======= ======= ======
Weighted average shares 1,160,458 1,160,458 1,160,458 1,160,458 1,011,673
See accompanying notes to financial statements.
4
[PAGE]
BEACON CAPITAL INVESTMENT, INC.
(A Development Stage Company)
Condensed Statement of Cash Flows
(Unaudited)
Cumulative
Nine Months Amounts
Ended June 30, Since
1996 1995 Inception
-------------- -----------
Cash flows from operating activities:
Net loss (6,800) (15,868) (28,247)
Adjustments to reconcile net loss
to cash used in operating
activities:
Increase (decrease) in
accounts payable (2,232) 8,186 843
------- ------ -------
Net cash used in
operating activities (9,032) (7,682) (27,404)
------- ------- --------
Cash flows from investing activities - - -
------- ------- --------
Cash flows from financing activities -
proceeds from sale of stock
net of offering costs - - 582,175
------- ------- --------
Increase (decrease) in cash (9,032) (7,682) 554,771
Cash, beginning of period 563,803 579,852 -
Cash, end of period $554,771 572,170 554,771
========== ======== ========
See accompanying notes to financial statements.
5
[PAGE]
BEACON CAPITAL INVESTMENT, INC.
(A Development Stage Company)
Notes to Financial Statements
(1) The unaudited financial statements include all adjustments (consisting
of normal recurring items) which are, in the opinion of management,
necessary to present fairly the financial position as of June 30, 1996
and the results of operations for the three months and nine months
ended June 30, 1996 and 1995 and cash flows for the nine months ended
June 30, 1996 and 1995 and the cumulative amounts since inception
(November 13, 1991). The results of operations for the periods are not
necessarily indicative of the results to be expected for the entire
year.
(2) Loss per share is based on weighted average number of shares out-
standing.
6
[PAGE]
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
Beacon Capital Investment, Inc. (the "Company") was formed November
13, 1991, for the purpose of investing in any and all types of assets,
properties and businesses. The Company issued 660,000 shares of its Common
Stock to its officers and directors for the aggregate sum of $15,000.
Additionally, the Company issued its management options to purchase up to
1,320,000 shares of its common stock at $1.25 per share. On March 23, 1992,
the United States Securities and Exchange Commission granted effectiveness to
a Registration Statement on Form S-18. The Registration Statement was for an
offering of 1,000,000 Units of Common Stock at $1.00 per Unit. Each Unit
consisted of one share of Common Stock and four Class "A" Common Stock
Purchase Warrants. The offering was a "blind pool" or "blank check" offering.
The Company's offering terminated on March 22, 1993. The formal Closing of
the public offering was held March 30, 1993. A total of 700,275 Units of the
Company's securities were sold in the public offering and gross offering
proceeds were $700,275. Management of the Company had agreed to transfer a
portion of their shares of the Company's common stock to the Company for
cancellation if less than all Units offered in the public offering were sold.
A total of 199,817 of management's 660,000 shares were canceled. Currently
there are 1,160,458 shares issued and outstanding.
Liquidity and Capital Resources. As of June 30, 1996, the Company had
total assets of $554,771 and liabilities of $843. This compares to total
assets of $563,803 and total liabilities of $3,075 at the year ended September
30, 1995. At June 30, 1996, the Company's assets consisted of cash
representing the remaining net proceeds of the Company's public offering. The
Company will likely continue to have only cash assets and cash equivalents
until it completes an acquisition pursuantto its business plan.
On March 13, 1996, the Company's former president instructed the Company's
Bank to wire $125,000 of the Company's funds to an account he personally
controlled. The Company had no interest or control over such account. When
the Board of Directors became aware of such transaction, the previous president
was terminated as president and Douglas P. Morris was appointed as the new
president of the Company. The Company's Bank reimbursed the Company for the
$125,000 amount. The Company has assigned its right against the former
president to the Bank.
Results of Operations. The Company has not commenced any operations
except for the filing of its registration statement, preliminary investigation
of potential acquisitions and the completion of its public offering. The
Company had no revenues for the three months ended June 30, 1996 compared with
$4,250 for the three months ended June 30, 1995. The Company had total revenues
of $7,828 for the nine months ended June 30, 1996 compared with $12,504 for the
nine months ended
7
[PAGE]
June 30, 1995. All revenue received by the Company since its inception has
been interest income accruing on the Company's bank accounts.
The Company had total expenses of $2,584 for the three months ended June
30, 1996 compared with expenses of $8,683 for the three months ended June 30,
1995. The Company had total expenses of $14,628 for the nine months ended June
30, 1996 compared with expenses of $28,372 for the nine months ended June 30,
1995. The Company's expenses included legal and accounting fees, costs for the
Company's due diligence activities relating to potential acquisitions.
The Company is continuing to look for acquisition candidates. Until an
acquisition is effected, it is likely that the Company's revenues will be
limited to interest income and that the Company will incur costs in connection
with due diligence activities and comply with SEC filing requirements.
8
[PAGE]
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. To the best knowledge of the officers and
directors, neither the Company nor any of its officers and directors
are party to any legal proceeding or litigation. As to the matter
discussed above in the "Liquidity and Capital Resources" section,
the Company has assigned its rights against its former president to
the Bank. Any lawsuit filed against such individual will be filed by
the Bank.
Item 2. Changes in Securities. None.
Item 3. Defaults Upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Securities Holders. None.
Item 5. Other Information. None.
Item 6(a). Exhibits. None.
Item 6(b). Reports on Form 8-K. In May and June 1996, Form 8-K s were
filed relating to the matters discussed in the "Liquidity and
Capital Resources" section.
9
[PAGE]
SIGNATURE
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.
Dated: August 20, 1996 BEACON CAPITAL INVESTMENT, INC.
By /s/ Douglas P. Morris
---------------------------------------
Douglas P. Morris
President
Principal Executive Officer
Principal Financial Officer
10
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