FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 1996
Commission File Number 1-13344
SURE SHOT INTERNATIONAL, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
Florida 65-0352254
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
405 Cogshall Street, Holly, Michigan 48442
------------------------------------------
(Address of principal executive offices)
(810) 634-6621
Registrant's telephone number
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 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____
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as the close of the period covered by this report.
Title of Class Number of Shares Outstanding
-------------- ----------------------------
Common Stock, par value 3,771,246
$.01 per share
Transitional Small Business Disclosure Format
YES___ NO__ X__
<PAGE>
SURE SHOT INTERNATIONAL, INC.
FORM 10-QSB
INDEX
PART 1 - FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Consolidated Balance Sheets as of
June 30, 1996 and December 31, 1995 1-2
Consolidated Statements of Earnings for the three
and six months ended June 30, 1996 and 1995 3
Consolidated Statements of Cash Flows for the three
and six months ended June 30, 1996 and 1995 4
Notes to Interim Consolidated Financial Statements 5-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
PART II - OTHER INFORMATION 12
Item 1. Legal Proceedings 12
Item 2. Change in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
<PAGE>
<TABLE>
<CAPTION>
SURE SHOT INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
ASSETS JUNE 30, DECEMBER 31,
1996 1995
--------------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 94,587 $ 155,445
Accounts Receivable - Trade, Net of Allowance
for Doubtful Accounts of $67,537 and
$131,956 in 1996 and 1995, respectively 3,695,885 3,014,161
Inventory 7,085,933 6,917,689
Prepaid Expenses and Other
Current Assets 884,583 227,894
Refundable Federal Income Taxes 6,454 142,324
------------- ------------
TOTAL CURRENT ASSETS 11,767,442 10,457,513
PROPERTY AND EQUIPMENT
Leasehold Improvements 163,309 161,544
Machinery and Equipment 2,506,757 2,188,446
Office Equipment 259,693 247,490
Vehicles 52,897 53,482
------------- ------------
TOTAL PROPERTY AND EQUIPMENT 2,982,656 2,650,962
Less: Accumulated Depreciation 708,931 594,306
------------- ------------
BOOK VALUE - PROPERTY & EQUIPMENT 2,273,725 2,056,656
OTHER ASSETS
Covenants Not to Compete, Net of Accumulated
Amortization of $248,524 and $196,266 in
1996 and 1995, respectively 464,058 516,315
Organizational Costs, Net of Accumulated
Amortization of $35,302 and $24,634 in
1996 and 1995, respectively 55,010 65,121
Goodwill, Net of Accumulated Amortization
of $72,027 and $50,419 in 1996 and 1995,
respectively 576,216 597,825
Prepaid Royalties, Net of Accumulated
Amortization of $14,778 and $10,344 in
1996 and 1995, respectively 118,223 122,655
Deferred Charges 238,101 231,202
------------- ------------
TOTAL OTHER ASSETS 1,451,608 1,533,118
------------- ------------
TOTAL ASSETS $ 15,492,775 $ 14,047,287
============= ============
<FN>
See notes to interim consolidated financial statements
</TABLE>
-1-
<PAGE>
<TABLE>
<CAPTION>
SURE SHOT INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
LIABILITIES AND STOCKHOLDERS' EQUITY JUNE 30, DECEMBER 31,
1996 1995
------------- ------------
<S> <C> <C>
CURRENT LIABILITIES
Lines of Credit $ 5,058,500 $ 5,056,036
Accounts Payable - Trade 1,475,356 1,334,165
Notes Payable 812,667 342,402
Taxes Other Than Income 42,077 61,324
Accrued Expenses 212,791 169,919
------------- ------------
TOTAL CURRENT LIABILITIES 7,601,391 6,963,846
LONG-TERM LIABILITIES
Notes Payable 1,212,766 447,077
Deferred Income Taxes 65,020 65,020
------------- ------------
TOTAL LIABILITIES 8,879,177 7,475,943
REDEEMABLE STOCK
Common Stock
Authorized 45,000 Shares; $.01 Par
Value, Issued and Outstanding 15,000
in 1996 and 1995 99,607 98,419
STOCKHOLDERS' EQUITY
Common Stock
Authorized 10,000,000 Shares,
$.01 Par Value; Issued and
Outstanding 3,756,246 in 1996
and 3,916,246 in 1995 37,562 39,163
Paid-In Capital 5,609,601 5,794,721
Retained Earnings 1,003,899 673,460
Cummulative Translation Adjustment (137,071) (34,419)
------------- ------------
TOTAL STOCKHOLDERS' EQUITY 6,513,991 6,472,925
------------- ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 15,492,775 $ 14,047,287
============= ============
<FN>
See notes to interim consolidated financial statements
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
SURE SHOT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
Three Months Ended Three Months Ended Six Months Ended Six Months Ended
June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995
------------------ ------------------ ----------------- ----------------
<S> <C> <C> <C> <C>
SALES $ 3,252,675 $ 2,949,070 $ 6,754,239 $ 6,025,753
COST OF SALES 2,267,384 2,095,664 4,765,811 4,352,239
------------ ------------ ------------ -------------
GROSS PROFIT 985,291 853,406 1,988,428 1,673,514
OPERATING EXPENSES 654,011 584,037 1,250,772 1,103,634
------------ ------------ ------------ -------------
EARNINGS FROM OPERATIONS 331,280 269,369 737,656 569,880
OTHER INCOME (EXPENSE)
INTEREST EXPENSE (125,951) (79,013) (269,924) (140,756)
OTHER 2,183 889 5,763 5,743
------------ ------------ ------------ -------------
TOTAL OTHER INCOME (EXPENSE) (123,768) (78,124) (264,161) (135,013)
------------ ------------ ------------ -------------
EARNINGS BEFORE INCOME TAXES 207,512 191,245 473,495 434,867
INCOME TAXES 51,435 56,957 141,870 132,614
------------ ------------ ------------ -------------
NET EARNINGS $ 156,077 $ 134,288 $ 331,625 $ 302,253
============ ============ ============ =============
EARNINGS PER SHARE
Earnings Available to Common
Stockholders' $ 155,483 $ 135,509 $ 330,437 $ 324,174
Weighted Average Shares Outstanding 3,756,246 3,931,246 3,811,190 4,038,452
------------ ------------ ------------ -------------
Earnings per Share $ 0.04 $ 0.03 $ 0.09 $ 0.08
============ ============ ============ =============
<FN>
See notes to interim consolidated financial statements
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
SURE SHOT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
Three Months Ended Three Months Ended Six Months Ended Six Months Ended
June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995
------------------ ------------------ --------------- ---------------
<S> <C> <C> <C> <C>
Cash Flows From Operating Activities:
Net Earnings $ 156,077 $ 118,756 $ 331,625 $ 302,253
Adjustments:
Depreciation 56,435 49,345 84,808 86,113
Amortization 38,364 29,729 59,631 59,631
Bad Debt Expense 24,800 9,000 16,000 16,000
Deferred Income Taxes -- 12,000 24,000 24,000
Changes in Assets and Liabilities:
(Increase) Decrease in Accounts Receivable -
Trade (9,162) 164,558 53,314 53,314
(Increase) Decrease in Inventories (249,092) (534,285) (1,435,838) (1,435,838)
(Increase) Decrease in Prepaid Expenses
and Other Current Assets (71,162) (233,418) (495,848) (495,848)
(Increase) Decrease in Refundable
Federal Income Taxes 48,435 -- 38,982 38,982
Increase (Decrease) in Accounts Payable - Trade 165,609 (112,871) 329,920 329,920
Increase (Decrease) in Taxes Other Than Income (21,481) -- -- --
Increase (Decrease) in Accrued Expenses (29,332) (36,730) 31,648 31,648
Increase (Decrease) in Federal Income Taxes
Payable -- (4,700) 10,318 10,318
--------- --------- ---------- ----------
Total Adjustments (46,586) (657,372) (1,283,065) (1,281,760)
--------- --------- ---------- ----------
Net Cash Provided From
(Used In) Operating Activities 109,491 (538,616) (951,440) (979,507)
Cash Flows From Investing Activities:
Acquisition of Property and Equipment (3,565) (68,272) (392,568) (392,568)
Cash Flows From Financing Activities:
Net Proceeds from Lines of Credit 61,500 539,214 1,075,519 1,074,214
Principal Payments on Notes Payable (147,784) (3,863) (7,345) (7,345)
--------- --------- ---------- ----------
Net Cash Provided From
(Used In) Financing Activities (86,284) 535,351 1,068,174 1,066,869
--------- --------- --------- ----------
Net Increase (Decrease) in Cash 19,642 (71,537) (275,834) (305,206)
Cash - Beginning 74,945 207,866 472,599 472,599
--------- --------- ---------- ----------
Cash - Ending $ 94,587 $ 136,329 $ 196,765 $ 167,393
========= ========= ========== ==========
<FN>
See notes to interim consolidated financial statements
</TABLE>
-4-
<PAGE>
SURE SHOT INTERNATIONAL, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Sure Shot International, Inc. (the Company) was incorporated in the State of
Florida on August 6, 1992. The Company is a holding company for its
wholly-owned subsidiaries, Sure Shot Sports Equipment, Inc., Hydra-Rib, Inc.
and RLW, Inc. Through Sure Shot Sports Equipment, Inc., the Company
manufactures basketball and related sporting goods equipment at its facility
in Holly, Michigan and its facility in Warsaw, Poland. Hydra-Rib, Inc.
manufactures portable basketball units at its facility in Fuquay-Varina,
North Carolina. RLW, Inc., located in Phenix City, Alabama, is engaged in the
sale and distribution of headwear and sports apparel under the "Z-Tag
Sportswear" name. The Company sells its products on a wholesale and retail
basis throughout the world.
The Consolidated Balance Sheet as of June 30, 1996 and the Consolidated
Statements of Earnings and Consolidated Statements of Cash Flows for the three
and six month periods ended June 30, 1996 and 1995 have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in the consolidated financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. In the opinion of company management, the financial
statements as of June 30, 1996 and 1995 and for the three and six month
periods then ended reflect all adjustments (normal recurring accruals) which
are necessary to present a fair statement of the results for the periods then
ended. These financial statements should be read in conjunction with the
audited consolidated financial statements and notes thereto included in the
Company's annual report on Form 10KSB for the year ended December 31, 1995.
The results for interim periods are not necessarily indicative of trends or
results to be expected for a full year.
PRINCIPLES OF CONSOLIDATION AND FOREIGN EXCHANGE
The interim consolidated financial statements include the accounts of the
Company, and its wholly owned subsidiaries. All material intercompany
transactions and balances have been eliminated.
Assets and liabilities of the foreign subsidiary are translated into U.S.
dollars at exchange rates in effect at June 30, 1996. The unrealized gain or
loss resulting from this process is shown as a cumulative foreign currency
translation adjustment in stockholders' equity in the Company's consolidated
balance sheet. Revenues and expenses are translated using average exchange
rates that prevailed during the three and six month periods ended June 30,
1996.
-5-
<PAGE>
SURE SHOT INTERNATIONAL, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
INVENTORY
Inventory is valued at the lower of cost or market, with cost determined using
the first-in, first-out (FIFO) method. At June 30, 1996 and December 31, 1995,
inventory consisted of the following:
<TABLE>
<CAPTION>
June 30, 1996 December 31, 1995
------------- -----------------
<S> <C> <C>
Raw Materials and Components $ 2,937,582 $ 2,736,780
Finished Goods and
Work-In Process 4,148,351 4,180,909
----------- -----------
Total $ 7,085,933 $ 6,917,689
</TABLE>
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. Depreciation of property and
equipment is computed using the straight-line method over the estimated useful
lives of the assets.
NOTE 2 - LINES OF CREDIT
The Company has three lines of credit with NBD Bank that provides a maximum
borrowing limit of $6,300,000 ($4,450,000 for Sure Shot Sports Equipment,
Inc., $550,000 for Hydra-Rib, Inc. and $1,300,000 for RLW, Inc.), but the
actual credit available may be less from time to time based upon certain
percentages of the Company's accounts receivable and inventory. The first
$2,000,000 of Sure Shot Sports Equipment's line of credit bears interest at a
rate equal to NBD's prime rate plus 1% and the remaining $2,450,000 bears
interest at a rate equal to NBD's prime rate plus 1.5%. Hydra-Rib's line of
credit bears interest at a rate equal to NBD's prime rate plus 1% and RLW's
line of credit bears interest at a rate equal to NBD's prime rate plus 2%.
These lines of credit are secured by the Company's accounts receivable and
inventory and are guaranteed by the Company and two of its directors. These
lines of credit expire on September 30, 1996, but the Company is confident the
agreements will be renewed for an additional one or two year period.
NOTE 3 - MAJOR CUSTOMER TRANSACTIONS
A nationally recognized retail sales corporation is a major customer of the
company. Sales to this customer approximated $1,433,000 and $2,282,000 for the
periods ended June 30, 1996 and 1995, respectively. These amounts approximated
21% and 38% of total sales for the periods ended June 30, 1996 and 1995,
respectively. Accounts receivable from this customer at June 30, 1996 and 1995
approximated $407,000 and $968,000, respectively.
-6-
<PAGE>
SURE SHOT INTERNATIONAL, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - EARNINGS PER SHARE
Earnings per share is computed under the modified treasury stock method, using
the earnings available to common stockholders divided by the weighted average
shares outstanding at June 30, 1996 and 1995, respectively. The amounts used
in this computation are as follows:
<TABLE>
<CAPTION>
June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
Net Earnings $ 331,625 $ 302,253
Earnings Available to
Common Stockholders $ 330,437 $ 324,174
Weighted Average Shares
Outstanding 3,811,190 4,038,452
Earnings per Share .09 .08
</TABLE>
NOTE 5 - REDEEMABLE COMMON STOCK
The Company has no obligation to redeem shares of common stock, except
pursuant to an agreement entered into with the former majority shareholder of
Sure Shot Sports Equipment, Inc. Under the agreement, the former shareholder
may request the Company redeem 15,000 shares of common stock at September 1,
1996 for $6.67 per share, or a total of $100,000. The redemption agreement
also provides that the Company may require the shareholder to sell his stock
directly to another party. In this alternative, the Company is required to pay
the difference to the shareholder. A sinking fund is not required under this
agreement. The Company has pledged assets of Sure Shot Sports Equipment, Inc.
equivalent to 110 percent of the outstanding obligation of the redemption
agreement. The carrying value of the redeemable common shares at June 30, 1996
reflects the fair value of the shares on the date of issue, adjusted under the
interest method, for a portion of the excess of the redemption amount over the
fair value of the shares at the date of issue.
-7-
<PAGE>
SURE SHOT INTERNATIONAL, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - COMMON STOCK REPURCHASE
During the six month period ended June 30, 1996, the Company repurchased a
total of 180,000 shares of common stock from a previous stockholder of RLW,
Inc. for a total of $186,720. The Company entered into a loan agreement with
one of its officers to fund this transaction. The Company is currently making
interest only payments on this loan at a rate equal to the bank's prime rate,
the same rate the officer is paying the bank at which he borrowed these funds.
NOTE 7 - STATEMENT OF CASH FLOWS
The Company paid the following amounts for income taxes and interest during
the six months ended:
<TABLE>
<CAPTION>
June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
Income Taxes $ 0 $ 40,000
Interest 233,259 73,972
</TABLE>
-8-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
The Company's principal sources of liquidity at June 30, 1996 included cash
of $94,587, net trade accounts receivable of $3,695,885 and inventory of
$7,085,933. Working capital (current assets less current liabilities) remained
strong at $4,166,051 at June 30, 1996. The Company has three lines of credit
agreements with NBD Bank ("NBD") that provides a maximum borrowing limit of
$6,300,000 ($4,450,000 for Sure Shot Sports Equipment, Inc., $1,300,000 for
RLW, Inc. and $550,000 for Hydra-Rib, Inc. ), but the actual credit available
may be less from time to time based upon certain percentages of the Company's
accounts receivable and inventory. As of June 30, 1996, $5,085,500 had been
borrowed against these lines of credit. The first $2,000,000 of Sure Shot
Sports Equipment's line of credit bears interest at a rate equal to NBD's
prime rate plus 1% and the remaining $2,450,000 bears interest at a rate equal
to NBD's prime rate plus 1.5%. Hydra-Rib's line of credit bears interest at a
rate equal to NBD's prime rate plus 1% and RLW's line of credit bears interest
at a rate equal to NBD's prime rate plus 2%. These lines of credit are secured
by the Company's accounts receivable and inventory, are guaranteed by the
Company and two of its directors and expire on September 30, 1996 . The
Company is confident these lines of credit will be renewed for an additional
one or two year period. NBD has also committed to provide up to $400,000 for
the purpose of making term loans, installment loans or leases of machinery and
equipment, of which the Company has borrowed a total of $136,220 for this
purpose. These loans are two and three year term loans, include monthly
payments of $8,898 plus interest, mature at various dates through August 2,
1998, bear interest at a rate equal to NBD's prime rate plus .5% and are
secured by specific machinery and equipment of the Company.
On March 18, 1996 the Company restructured substantially all of its line of
credit between RLW, Inc. and First Alabama Bank as a term loan. The amount of
the loan was $1,250,000, has a two year term with a balloon payment at the end
of the term, includes monthly payments of $27,000 including interest at a rate
of 9.75% and is guaranteed by the Company and two of its directors.
The Company believes its existing cash, collection of its accounts
receivable and additional borrowings available under its line of credit
facilities with NBD will be sufficient to support the Company's operations and
general capital requirements for at least 12 months. In the event the Company
needs additional cash to finance its operations, it will seek to obtain it
from additional bank financings, private placements of debt and/or equity or
exercise of the warrants that were sold to the public through the Company's
initial public offering.
-9-
<PAGE>
Results of Operations
The following table sets forth for the periods indicated certain items from
the Company's Consolidated Statements of Earnings as a percentage of sales.
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
(Unaudited) (Unaudited)
1996 % 1995 %
------- ----- ------- -----
<S> <C> <C> <C> <C>
Sales $6,754,239 100.0% $6,025,753 100.0%
Cost of Sales 4,765,811 70.6% 4,352,239 72.2%
Gross Profit 1,988,428 29.4% 1,673,514 27.8%
Operating Expenses 1,250,772 18.5% 1,103,634 18.3%
Earnings from Operations 737,656 10.9% 569,880 9.5%
Interest (Expense) (269,924) (4.0)% (140,756) (2.4)%
Other Income 5,763 .1% 5,743 .1%
Earn. Before Inc. Taxes 473,495 7.0% 434,867 7.2%
Income Taxes 141,870 2.1% 132,614 2.2%
Net Earnings 331,625 4.9% 302,253 5.0%
Earnings Available to
Common Stockholders' 330,437 324,174
EPS .09 .08
</TABLE>
Periods Ended June 30, 1996 Compared to Periods Ended June 30, 1995
Sales increased $303,605 (10.3%) from $2,949,070 for the second quarter of
1995 to $3,252,675 for the second quarter of 1996. For the six months ended
June 30, sales increased $728,486 (12.1%) from $6,025,753 for 1995 to
$6,754,239 for 1996. Those increased sales were primarily the result of
increased sales in the international and institutional markets, the addition
of new product lines and sales to a larger number of customers.
The cost of sales increased at a lower rate than the increase in sales for
the three and six month periods ended June 30, 1996. The cost of sales
increased by $171,720 (8.2%) from $2,095,664 in the second quarter of 1995,
where it was 71.1% of Sales to $2,267,384 in the second quarter of 1996, where
it was 69.7% of Sales. For the comparable six month period ended June 30, cost
of sales increased by $413,572 (9.5%) from $4,352,239 in 1995 (72.2% of sales)
to $4,765,811 in 1996 (70.6% of sales). The item which has the largest impact
on cost of sales is the cost of materials, which decreased from 49.2% of sales
for the first six months of 1995 to 47.4% of sales for the comparable period
in 1996. This percentage decrease is primarily the result of the increased
sales in the institutional and international markets, where larger profit
margins are realized. The decrease in cost of sales as a percent of sales is
also a result of decreases, as a percent of sales, in the following items of
overhead expenses included in cost of sales: direct labor, utilities, rent and
supplies.
-10-
<PAGE>
As a result of the foregoing, the Company's gross profit increased from
$1,673,514 in the first six months of 1995 to $1,988,428 in the first six
months of 1996, an increase of $314,914 (18.8%). For the second quarter, the
Company's gross profit increased from $853,406 in 1995 to $985,291 in 1996, an
increase of $131,885 (15.5%).
The Company's operating expenses increased from $1,103,634 in the first six
months of 1995 to $1,250,772 in the first six months of 1996, an increase of
$147,138 (13.3%). For the second quarter, the Company's operating expenses
increased from $584,037 in 1995 to $654,011 in 1996, an increase of $69,974
(12.0%). The increase in operating expenses primarily resulted from increases
in the following items of selling, general and administrative expenses:
salaries and wages; advertising and promotion; telephone; travel; and outside
commissions.
The Company had to increase its total provision for federal income taxes
from $132,614 in the first six months of 1995 to $141,870 in the first six
months of 1996, an increase of $9,256 (7.0%). As a result of all of the
foregoing, the Company's net earnings for the first six months increased from
$302,253 in 1995 to $331,625 in 1996, an increase of $29,372 (9.7%). The
Company's net earnings for the second quarter increased from $134,288 in 1995
to $156,077 in 1996, an increase of $21,789 (16.2%).
-11-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
No information called for by this item is applicable for the period covered
by this report.
Item 2. Changes in Securities
The Company repurchased 40,000 and 120,000 shares of common stock on January
29, 1996 and March 13, 1996, respectively, from a previous stockholder of RLW,
Inc. for a total of $186,720. The Company entered into a loan agreement with
one of its officers to fund this transaction.
Item 3. Defaults Upon Senior Securities
No information called for by this item is applicable for the period covered
by this report.
Item 4. Submission of Matters to a Vote of Security Holders
On June 5, 1996, the Company held its annual meeting of stockholders. At
that meeting, the Company's stockholders elected to the Company's Board of
Directors the six persons who had been nominated by the Company's management.
Those six persons who were elected to the Company's Board of Directors had all
previously been directors of the Company, with the exception of Michael J.
Sleva, who replaced Gregory Schultz, a previous director of the Company. The
names of each of those persons and the votes for and withheld with respect to
each other is as follows:
<TABLE>
<CAPTION>
Name Votes For Votes Withheld
---- --------- --------------
<S> <C> <C>
Harold Bachmann 2,510,991 20,100
Martin Coppo 2,510,991 20,100
Michael Sleva 2,510,991 20,100
Frederick Williams 2,510,991 20,100
Brendan Suhr 2,510,991 20,100
John M. Thomas 2,510,991 20,100
</TABLE>
At that meeting, the Company's stockholders also ratified the selection of
the Company's auditors by a vote of 2,513,629 shares for, 5,962 shares against
and 11,500 shares abstained.
In its proxy statement for that meeting, the Company also proposed a reverse
split of the Company's common stock of 1 share for each 2 shares that are
currently outstanding. However, the Company's management withdrew the proposal
before a vote was submitted, thereby rejecting this proposal.
-12-
<PAGE>
Item 5. Other Information
No information called for by this item is applicable for the period covered
by this report.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the period covered by this report.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
SURE SHOT INTERNATIONAL, INC.
Dated: August 7, 1996 By: /s/ Harold L. Bachmann
----------------------
Harold L. Bachmann,
President
Dated: August 7, 1996 By: /s/ Michael J. Sleva
--------------------
Michael J. Sleva,
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> $ 94,587
<SECURITIES> 0
<RECEIVABLES> 3,763,422
<ALLOWANCES> 67,537
<INVENTORY> 7,085,933
<CURRENT-ASSETS> 11,767,442
<PP&E> 2,982,656
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0
0
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</TABLE>
