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 December 31, 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 206
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 February 11, 1997 - 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 .
----- ----- ---- -----
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FORM 10-QSB
FINANCIAL STATEMENTS AND SCHEDULES
BEACON CAPITAL INVESTMENT, INC.
For the Quarter ended December 31, 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 December 31, 1996 3
Condensed Statement of Operations--for the three months ended
December 31, 1996 and December 31, 1995 4
Condensed Statement of Cash Flows--for the three months
ended December 31, 1996 and December 31, 1995 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II - OTHER INFORMATION
Page
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Securities Holders 9
Item 5. Other Information 9
Item 6(a). Exhibits 9
Item 6(b). Reports on Form 8-K 9
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Beacon Capital Investment, Inc.
Balance Sheet (Unaudited)
December 31, 1996
Assets
Current assets - cash $ 524,529
------------
------------
Liabilities and Stockholders' Equity
Current liabilities $ 7,410
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
Retained deficit (65,056)
------------
Total stockholders' equity 517,119
------------
$ 524,529
------------
See accompanying notes to financial statements.
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Beacon Capital Investment, Inc.
Statement of Operations (Unaudited)
Cumulative
Three Months Ended Amounts
December 31, From
1996 1995 Inception
------------------------------------
Revenue - interest income $ 6,165 $ 4,205 $ 60,022
General and administrative expenses 21,045 7,751 125,008
------------------------------------
Loss before income taxes (14,880) (3,546) (64,986)
Provision for income taxes - - (70)
------------------------------------
Net loss $ $14,880) $ (3,546) $ (65,056)
------------------------------------
Loss per share $ $.01) (.00) (.06)
------------------------------------
Weighted average shares 1,160,458 1,160,458 1,026,189
------------------------------------
See accompany notes to financial statements.
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Beacon Capital Investment, Inc.
Statement of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Cumulative
Three Months Ended Amounts
December 31, From
------------------------
1996 1995 Inception
------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (14,880) $ (3,546) $(65,056)
Adjustments to reconcile net loss
to cash used in operating activities:
Increase (decrease) in accounts
payable 6,199 (3,075) 7,410
------------------------------------
Net cash used in operating
activities (8,681) (6,621) (57,646)
------------------------------------
Cash flows from investing activities - - -
------------------------------------
Cash flows from financing activities-
proceeds from sale of stock - - 582,175
------------------------------------
Increase (decrease) in cash (8,681) (6,621) 524,529
Cash, beginning of period 533,210 563,803 -
------------------------------------
Cash, end of period $ 524,529 $557,182 $524,529
------------------------------------
</TABLE>
See accompanying notes to financial statements.
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Beacon Capital Investment, Inc.
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 December 31, 1996 and the results of
operations and cash flows for the three months ended December 31, 1996 and 1995.
The results of operations for the three months ended December 31, 1996 and 1995
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
outstanding.
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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 has entered into an Agreement and Plan of Merger
(the "Merger Agreement") whereby it has agreed with Millennium Memory, Inc., a
California corporation ("Millennium"), to effect a merger (the "Merger") whereby
a newly formed subsidiary of the Company, Beacon Merger Sub, Inc. ("Merger Sub")
which has been formed under the laws of the State of California, will merge into
Millennium and all of the shares of common stock of Millennium will, as a result
of the Merger, be converted into shares of the Company.
The Boards of Directors of the Company, Merger Sub and Millennium have
approved the Merger Agreement which provides that (i) Merger Sub will merge into
Millennium and Millennium will be the survivor of such Merger; (2) each share of
common stock of Millennium ("Millennium Shares") will be converted into one
share of common stock of the Company ("Beacon Shares"); (3) each option to
purchase one Millennium share will be converted into an option to purchase one
Beacon Share; (4) all 100 shares of Merger Sub issued and outstanding will, on
the effective date of the Merger, be converted into 100 shares of Millennium;
and (5) Millennium will, after the Effective Time, be a wholly-owned subsidiary
of the Company.
Immediately prior to the Merger, the Company will, subject to obtaining
approval of the Merger and related transaction from its shareholders, (1) change
its domicile from the State of Delaware to the State of Nevada; and (2) change
its name to Millennium Holdings, Inc. Such change of domicile and change of name
will be effected through a reincorporation merger (the "Reincorporation
Merger"). To effect the Reincorporation Merger, the Company has formed, as a
wholly-owned subsidiary, a Nevada corporation under the name of Millennium
Holdings, Inc. Subject to approval by its shareholders, the Company will merge
into such wholly-owned subsidiary and such wholly-owned subsidiary will be the
surviving corporation of the Reincorporation Merger. (The Nevada corporation is
sometimes hereafter referred to as "Beacon-Nevada").
Upon consummation of the Merger with Millennium (the Company which will
then be Beacon-Nevada) will be a holding company owning 100% of the outstanding
stock of
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Millennium. All of the former shareholders of Millennium will become
shareholders of the Company as a result of the Merger.
It is the intent of the parties that the Merger will qualify as a tax-free
reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986,
as amended, and will report the Merger accordingly for federal, state and local
income tax purposes. No Person has obtained a revenue ruling from the Internal
Revenue Service as to the tax consequences and effect of the Merger
The obligation of Millennium and the Company to consummate the Merger is
subject to the fulfillment by the Company and Millennium of various conditions
including a 1-for- 2.5 reverse split of the Company's issued and outstanding
shares of common stock.
If the Merger is completed, the financial condition and results of
operations of the Company after the Merger will be significantly different than
the financial condition and results of the Company prior to Merger due to the
operations of Millennium which will be consolidated with the operations of the
Company.
Liquidity and Capital Resources
As of December 31, 1996, the Company had total assets of $524,524 and
liabilities of $7,410. This compares to total assets of $532,210 and total
liabilities of $1,211 at the year ended September 30, 1996. At December 31,
1996, the Company's assets consisted of cash representing the remaining net
proceeds of the Company's public offering.
If the Millennium Memory transaction is closed, the assets and liabilities
of the Company will be significantly different than the Company's historical
asset and liability position.
Results of Operations
The Company has not commenced any active business operations. The Company
had revenues of $6,165 for the three months ended December 31, 1996 compared
with revenues of $4,205 for the three months ended December 31, 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 $21,045 for the three months ended
December 31, 1996 compared with expenses of $7,751 for the three months ended
December 31, 1995. The
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significant increase in expenses was the result of professional and travel
fees relating to the Merger.
If the Merger is completed, the Company's results of operations for future
reporting periods will be significant then the Company's historical results of
operations due to a change of business operations.
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.
9
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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: February 11, 1997 BEACON CAPITAL INVESTMENT,
INC.
By /s/ Douglas P. Morris, President
Douglas P. Morris
President
Principal Executive Officer
Principal Financial Officer
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
BEACON CAPITAL INVESTMENT, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> 524,529
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-1-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 524,529
<SECURITIES> 0
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<ALLOWANCES> 0
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<CURRENT-ASSETS> 524,529
<PP&E> 0
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<TOTAL-ASSETS> 524,529
<CURRENT-LIABILITIES> 7,410
<BONDS> 0
0
517,119
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<EPS-DILUTED> .01
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