U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT OR [ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1996 Commission File No. 33-67766-A
MANATEE-AMERICAN FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Florida 65-0422273
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State or other jurisdiction (I.R.S. Employer
incorporation or organization Identification No.)
1825 N.E. 164th Street, Suite No. 1
North Miami Beach, Florida 33162
(Address of principal executive offices) (Zip Code)
(305) 945-7113
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(Registrant's telephone number, including area code)
Not Applicable
(Former name and address)
Check whether the registrant (1) 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.
Yes X No
----- -----
As of March 31, 1996: 30,000 shares of common stock were
outstanding.
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
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Unaudited financial statements for the quarterly period covered
by this Report are attached hereto.
Item 2. Plan of Operation
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Manatee-American Financial Corp. (the "Registrant"), was
incorporated under the laws of the State of Florida on February 24,
1993 and has no operating history. The Registrant was formed as a
blank check company for the purpose of seeking a business acquisition
without regard to any specific industry or business and has not yet
identified any business to be acquired. The Registrant raised an
aggregate of $3,600 through the sale of 600 shares of common stock,
$.0001 par value (the "Common Stock") on a "best efforts" basis in its
initial public offering. The public offering expired on February 17,
1995. Of such amount, 90% (or $3,240) was deposited in an escrow
account in accordance with Rule 419 under the Securities Act of 1933,
as amended (the "Act"). The balance, $360, was retained by the
Company for working capital purposes. At the present time, the
Registrant has no other sources of income and does not anticipate the
need for substantial additional funding until after an acquisition, if
any, is consummated. Certain shareholders of the Company have made
loans to the Company for working capital purposes as needed and may
continue to do so, although no assurances can be given.
The Registrant may seek business opportunities in the form of
firms which are about to or have only recently commenced operations,
are developing new products, inventions or even novel methods of
marketing or distribution of existing products. Target acquisitions
may include privately held corporations, partnerships, sole
proprietorships and possibly proposed enterprises which have not yet
been formed. It is possible that such business opportunities may
involve the acquisition of one or more business entities in whole or
in part for securities of the Registrant.
It is anticipated that business opportunities will be introduced
to the Registrant from various sources, including professional
advisors such as attorneys and accountants, securities broker-dealers,
venture capitalists, members of the financial community, and others
who may present unsolicited proposals. There do not presently exist
any plans, understandings, agreements or commitments with any
individual for such persons to act as broker or finder of
opportunities for the Registrant.
A decision to commence negotiations to acquire a specific
business opportunity may be made upon management's analysis of the
quality of the other firm's management and personnel, the anticipated
acceptability of the target's products or marketing concepts, the
merit of technological changes, and numerous other factors which are
difficult, if not impossible, to analyze through the application of
any objective criteria. In many instances, it is anticipated that the
historical operations of a specific firm may not be necessarily
indicative of the potential for the future because of the requirement
to substantially shift marketing approaches, expand significantly,
change product emphasis, change or substantially augment management or
make other changes.
Management cannot now predict when, if at all, an acquisition
will be completed. It is likely that the investigation and analysis
of proposed target enterprises or opportunities will take several
months at least, followed by negotiations, contracts and the final
closing which may well take additional months.
As the Registrant was subject to Rule 419 of the Act, it was
required to consummate an acquisition within 18 months of the
effective date of its Registration Statement, or March 21, 1996. As
no acquisition was consummated, the Registrant, through its Escrow
Agent, returned all investor funds held in escrow in accordance with
the terms of the Escrow Agreement and Rule 419 of the Act on March 21,
1996. In addition, escrowed shares of the investors in the public
offering (600 in the aggregate) were returned to the Registrant's
treasury for cancellation and the original stockholders' shares
(30,000 in the aggregate) were returned to such original stockholders.
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
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There are no legal proceedings pending or threatened of any type
or otherwise known to be contemplated to which the Registrant or any
of its properties is subject.
Item 2. Changes in Securities
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None.
Item 3. Defaults Upon Senior Securities
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None.
Item 4. Submission of Matters to a Vote of Security Holders
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None during the quarterly period covered by this Report.
Item 5. Other Information
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None.
Item 6. Exhibits and Reports on Form 8-K
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None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MANATEE-AMERICAN FINANCIAL CORP.
Date: July 14, 1997 By: /s/ Marc B. Tescher
------------------------------
Marc B. Tescher, President and
Principal Financial Officer
MANATEE-AMERICAN FINANCIAL CORP.
(A Development Stage Enterprise)
FINANCIAL STATEMENTS
MARCH 31, 1996
MANATEE-AMERICAN FINANCIAL CORP.
(A Development Stage Enterprise)
BALANCE SHEETS
ASSETS March 31, December 31,
------ 1996 1995
---- ----
Current Assets:
Cash, including restricted
funds of $3,240 in 1995 $ 728 $ 4,134
--------- ---------
Total current assets 728 4,134
--------- ---------
$ 728 $ 4,134
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
- ----------------------------------------
Current Liabilities:
Loans payable, stockholders $ 5,250 $ 2,500
Accrued liabilities, primarily
to stockholder 26,319 25,756
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Total current liabilities 31,569 28,256
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Stockholders' Deficiency:
Preferred stock, $.0001
par value; authorized
5,000,000 shares; none issued - -
Common stock, $.0001 par value
authorized 10,000,000 shares;
issued and outstanding 30,000
shares in 1996 and 30,600
shares in 1995 3 3
Capital in excess of par 1,757 4,997
Deficit accumulated during the
development stage (32,601) (29,122)
--------- ---------
(30,841) (24,122)
--------- ---------
$ 728 $ 4,134
========= =========
MANATEE-AMERICAN FINANCIAL CORP.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
Three Months Ended
March 31 Cumulative
from
1996 1995 Inception
-------- -------- ---------
Revenues $ - $ - $ -
Cost and Expenses:
General and administrative 3,479 2,000 10,971
Offering costs in excess
of proceeds from initial
public offering - - 21,630
-------- -------- ---------
3,479 2,000 32,601
-------- -------- ---------
Net Loss $ (3,479) $ (2,000) $ (32,601)
======== ======== =========
Net Loss per Common Share $ (0.11) $ (0.07)
======== ========
MANATEE-AMERICAN FINANCIAL CORP.
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
Deficit
Capital Accumulated
in During the
Common Excess Development
Stock of Par Stage Total
------ ------- -------- --------
Three Months Ended
March 31, 1996:
Balance, January 1, 1996 $ 3 $ 4,997 $(29,122) $(24,122)
Net Loss - - (3,479) (3,479)
Refund of net proceeds of
public offering and
retirement of common
stock - (3,240) - (3,240)
------ ------- -------- --------
Balance, March 31, 1996 $ 3 $ 1,757 $(32,601) $(30,841)
====== ======= ======== ========
MANATEE-AMERICAN FINANCIAL CORP.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
Three Months Ended
March 31, Cumulative
------------------ from
1996 1995 Inception
-------- -------- --------
Cash Flows from Operating Activities:
Net loss $ (3,479) $ (2,000) $(32,601)
Adjustments to reconcile net loss
to net cash required:
Increase in accrued liabilities 563 2,000 6,206
Offering costs in excess of
proceeds from initial public
offering - - 21,630
-------- -------- --------
Net cash required by
operating activities (2,916) - (4,765)
-------- -------- --------
Cash Flows from Financing Activities:
Proceeds from issuance
of common stock - 3,600 8,600
Deferred offering costs, net of
accrued liabilities - - (5,117)
Loans from stockholders 2,750 - 5,250
Refund of net proceeds of
public offering (3,420) - (3,240)
-------- -------- --------
Net cash required by
financing activities (490) 3,600 5,493
-------- -------- --------
Net Increase (Decrease) in Cash (3,406) 3,600 728
Cash, Beginning 4,134 - -
-------- -------- --------
Cash, Ending $ 728 $ 3,600 $ 728
======== ======== ========
MANATEE-AMERICAN FINANCIAL CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
NOTE 1. BASIS OF PRESENTATION
The accompanying financial statements are unaudited and have been
prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form
10-QSB promulgated by the Securities and Exchange Commission. These
financial statements reflect all adjustments which, in the opinion of
management, are necessary for a fair presentation of financial
position, results of operations and cash flows for the periods
presented. All such adjustments are of a normal recurring nature.
The results of operations for interim periods are not necessarily
indicative of the results to be expected for a full year. The
statements should be read in conjunction with the financial statements
and footnotes thereto included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1995.
NOTE 2. CONTINGENCIES
Going Concern Considerations
The accompanying unaudited financial statements have been prepared in
conformity with generally accepted accounting principles which
contemplate the continuance of the Company as a going concern. The
Company is in the development stage and has suffered losses from
operations during its operating history. As reflected in the
accompanying financial statements, the Company has incurred net losses
and reflects a deficit accumulated during the development stage as of
and for the periods ended March 31, 1996. This condition raises
substantial doubt as to the ability of the Company to continue as a
going concern.
NOTE 3. REFUND OF NET PROCEEDS OF PUBLIC OFFERING
During 1996, the Company determined that it had not made the
acquisition of any business enterprise in the time frame prescribed by
the rules and regulations of the Securities and Exchange Commission
applicable to Blank Check Companies. Accordingly, the Company
refunded all funds received from the sale of common stock received in
1994 from the Company's initial public offering, less the 10% allowed
to be used for administrative purposes, together with accrued
interest, and retired the 600 shares of common stock issued in
connection with the initial public offering. The amount refunded
($3,240) has been charged to additional paid-in capital during 1996,
and the refund of the accrued interest has been charged to expense
during 1996.
NOTE 4. NET LOSS PER COMMON SHARE
Net loss per common share has been computed based upon the weighted
average number of shares of common stock outstanding during the
periods. The number of shares used in the computation was 30,600
shares for 1996 and 30,600 shares for 1995.
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