QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
TO THE 1934 ACT REPORTING REQUIREMENTS
FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[x] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999.
[ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT.
For the transition period from to .
---------- --------
Commission file number: 0-26828
MORO CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 51-0338736
- ---------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of organization)
Bala Pointe, Suite 240
111 Presidential Boulevard
Bala Cynwyd, Pennsylvania 19004
-----------------------------------------------------
(Address of principal executive offices and zip code)
(610) 667-9050
---------------------------
(Issuer's telephone number)
Food Court Entertainment Network, Inc.
220 East 42nd Street, 16th Floor
New York, NY 10017
-------------------------------------------------------------
(Former name or former address, if changed since last report)
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 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 [ ]
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
<PAGE>
Check whether the issuer has filed all documents and reports to be filed by
Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by the court. Yes [x] No [ ].
As of June 30, 1999, the number of shares outstanding of each class of common
equity was 5,000,000 shares of Common Stock, par value $.001.
<PAGE>
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
MORO CORPORATION
BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
Reorganized Predecessor
Company Company
June 30, December 31,
1999 1998
------------ -------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $231,679
Prepaid taxes $ 5,197 5,197
-------- --------
Total current assets 5,197 236,876
-------- --------
Reorganization value in excess of amounts
allocable to identifiable assets 103,628
-------- --------
$108,825 $236,876
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $142,170
Accrued payroll 70,000
Other accrued expenses $ 50,000 309,128
Due to former employee 240,000
Obligation under employment contract 204,123
-------- --------
50,000 965,421
-------- --------
Stockholders' equity:
Common stock 58,825
Net (liabilities in liquidation) (728,545)
-------- --------
$108,825 $236,876
======== ========
</TABLE>
See accompanying notes 2
<PAGE>
MORO CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Reorganized
Company Predecessor Company
------------- --------------------------------
Two Months One Month Three Months
Ended Ended Ended
June 30, 1999 April 30, 1999 June 30, 1998
------------- -------------- -------------
<S> <C> <C> <C>
Advertising revenue $ 0 $ 0 $ 0
-------- -------- ---------
Operating expenses:
Programming 5,000
General and administrative expense 42,736 103,540
-------- -------- ---------
0 42,736 108,540
-------- -------- ---------
Operating loss (108,540)
Other (income) expense:
Interest (net) 1,300
-------- -------- ---------
Net loss before reorganization items 0 (42,736) (109,840)
-------- -------- ---------
Reorganization items 771,281
-------- -------- ---------
Net income (loss) $ 0 $728,545 $(109,840)
======== ======== =========
</TABLE>
See accompanying notes 3
<PAGE>
MORO CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Reorganized Predecessor Company
Company Four Months Six Months
Two Months Ended Ended Ended
June 30, 1999 April 30, 1999 June 30, 1998
---------------- ---------------- --------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 728,545 $(465,640)
Adjustments to reconcile net loss:
Write off non-productive assets 28,000
Changes in assets and liabilities:
(Increase) decrease in other assets (103,627) 15,803
Increase (decrease) in accounts
payable and accrued expenses (915,421) 40,385
-------- --------- ---------
Net cash used in operating activities (290,503) (381,452)
-------- --------- ---------
Cash flows from financing activities:
Borrowing under line of credit 42,000
Loan payable from employee 6,000
Note payable 50,000
Proceeds from issuance of
common stock -- new 50,000
-------- --------- ---------
Net cash provided by financing activities 50,000 98,000
-------- --------- ---------
Net decrease in cash (231,679) (283,452)
Cash at beginning of period 231,679 284,000
-------- --------- ---------
Cash at end of period $ 0 $ 0 $ 548
======== ========= =========
</TABLE>
See accompanying notes 4
<PAGE>
MORO CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998
(Unaudited)
1. The Company and basis of presentation:
Moro Corporation, formerly Food Court Entertainment Network, Inc. (the
"Company"), is a Delaware corporation, which was incorporated on
February 12, 1992. The Company changed its name on June 7, 1999. The
Company's plan was to establish a national television network to
broadcast a high quality television program called Cafe USA,
specifically to large, enclosed shopping mall food courts across the
United States. The Company's activities have consisted primarily of
designing, developing and producing its Cafe USA programming,
establishing contacts and entering into agreements with potential
advertisers and mall operators, producing and evaluating market tests
of its programming, developing a system for delivery of programming
into mall food courts, engaging management, employees and consultants
for operations, including marketing, installing and operating Cafe USA
in various mall food courts.
The Company, which had been a development stage company, has been
unable to market its Cafe USA network to advertisers, has incurred
substantial losses and has been unable to obtain additional financing.
Accordingly, the Company, while maintaining the operation of its Cafe
USA network in twenty malls and continuing to supply updated
programming to the malls each week, sought a purchaser for its assets
and on April 23, 1998 the Company entered into an agreement, which may
be subject to stockholder approval, to sell substantially all of its
assets for $450,000. As a result of the above, effective December 31,
1997, the Company changed its basis of accounting from the going
concern basis to a liquidation basis. In connection therewith, the
Company has written down the carrying value of its assets subject to
the sales agreement to their selling price and has also written off
certain other assets and has accrued a liability for an obligation
under an existing employment agreement. These adjustments are reflected
in the statement of changes in net assets (liabilities) in liquidation.
On June 24, 1998, the Board of Directors adopted a resolution that the
corporation file a petition for relief under Chapter 11 of Title II of
the United States Code (the Bankruptcy Code). The voluntary petition
was subsequently filed on August 13, 1998.
In July, the agreement with Prime Spot Media U.S.A. was amended and the
assets and operating leases were sold to Prime Spot Media U.S.A. for
$422,000. As a result of the foregoing, the Company has no active
business operations.
2. Financial statement presentation:
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the financial position of the
Company and its results of operations and cash flow for the interim
periods presented.
5
<PAGE>
MORO CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999 AND 1998
(Unaudited)
2. Financial statement presentation (continued):
Such financial statements have been condensed in accordance with the
applicable regulations of the Securities and Exchange Commissions and,
therefore, do not include all disclosures required by generally
accepted accounting principles.
The results of operations for the six months ended June 30, 1999 are
not necessarily indicative of the results to be expected for the entire
fiscal year.
These financial statements should be read in conjunction with the
financial statements included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1998.
Due to the Restructuring and implementation of Fresh Start Reporting,
Condensed Consolidated Financial Statements for the new Reorganized
Company (period starting April 30, 1999) are not comparable to those of
the Predecessor Company. For financial reporting purposes, the
effective date of the bankruptcy is considered to be the close of
business on April 30, 1999.
Loss per share of common stock:
Net loss per share of common stock is based on the weighted average
number of shares outstanding during the period.
The weighted average number of common shares outstanding and net income
(loss) per common share for periods prior to April 30, 1999 have not
been presented because, due to the restructuring and implementation of
Fresh Start Reporting, they are not comparable to subsequent periods.
3. Recent developments:
On May 3, 1999 (the "Confirmation Date"), the U.S. Bankruptcy Court
confirmed the Company's Plan of Reorganization (the "Reorganization"),
and the Company emerged from bankruptcy. Pursuant to the
Reorganization, on such date certain indebtedness of the Company was
canceled in exchange for cash and new equity interests.
Holders of the Company's shares before the confirmation of
reorganization will receive 10% of the shares in the emerging entity.
The Company's creditors received all of the Company's net cash assets,
5% of the Company stock in the emerging entity, plus a total of $50,000
cash payable plus interest of 5% in May 2000.
6
<PAGE>
MORO CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999 AND 1998
(Unaudited)
4. Fresh start reporting:
As of April 30, 1999, the Company adopted Fresh Start Reporting in
accordance with the American Institute of Certified Public Accountant's
Statement of Position 90-7 "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code", ("SOP 90-7"). Fresh Start
Reporting resulted in material changes to the Condensed Consolidated
Balance Sheet, including valuation of assets, intangible assets
(including goodwill) and liabilities at fair market value and valuation
of equity based on the appraised reorganization value of the ongoing
business.
The Reorganization and the adoption of Fresh Start Reporting resulted
in the following adjustments to the Company's Condensed Consolidated
Balance Sheet for the period ended April 30, 1999:
<TABLE>
<CAPTION>
Predecessor Reorganization and Reorganized
Company Fresh Start Adjustments Company
April 30, 1999 Debit Credit April 30, 1999
-------------- -------- -------- --------------
<S> <C> <C> <C> <C>
Cash and equivalents $187,851 $ 50,000 $237,851
Prepaid taxes 5,197 $ 5,197
-------- -------- -------- --------
193,048 50,000 237,851 5,197
-------- -------- -------- --------
Reorganization value in excess
of identifiable assets 103,628 103,628
-------- -------- -------- --------
$193,048 $153,628 $237,851 $108,825
======== ======== ======== ========
Accounts payable $142,170 $142,170
Accrued payroll 70,000 70,000
Other accrued expense 308,035 258,035 $ 50,000
Due to former employee 240,000 240,000
Obligation under employment
contract 204,124 204,124
--------- -------- --------
964,329 914,329 50,000
--------- -------- --------
Common stock -- net $ 58,825 58,825
Net (liabilities in liquidation) (771,281) 771,281
-------- -------- -------- --------
$193,048 $914,329 $830,106 $108,825
======== ======== ======== ========
</TABLE>
7
<PAGE>
MORO CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999 AND 1998
(Unaudited)
5. Reorganization items:
In accordance with SOP 90-7, expenses resulting from the Chapter 11
reorganization should be reported separately as reorganization items in
the Condensed Consolidated Statements of Operations.
6. Legal proceedings:
The Company is not a party to any pending legal proceedings.
8
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
Over the twelve months following confirmation of the Plan, the Company
intends to engage in the identification, evaluation and investigation of
prospective business opportunities, and if believed warranted, to acquire a
business. In this regard, the Company has commenced limited efforts intended to
survey and locate such possible business opportunity candidates. Management
presently has no specific business in mind for potential acquisition.
The Company does not propose to restrict its search for investment
opportunities to any particular industry and may, therefore, engage in
essentially any business, to the extent of its limited resources. Management has
not adopted any formal business plan or conducted any formal market studies with
respect to any business or industry. The Company's discretion to participate in
business opportunities is unrestricted, subject to the availability of those
opportunities, economic conditions, the availability of financing, if needed,
and other factors.
The Company intends to select a target company and complete a business
combination as quickly as practicable. However, there can be no assurance that
the Company will be successful in identifying a target company and/or completing
a business combination in a timely manner, or at all. In the event that, as of
May 18, 2001, the Company has not completed a business combination (or executed
an agreement with respect to a business combination, but not yet closed), the
Company will promptly call a stockholder meeting (or otherwise solicit
stockholder votes or consents) for the purpose of determining whether the
Company should continue to seek a target company and a business combination or
cease its efforts and proceed to liquidate and dissolve the Company.
It is anticipated that business combination opportunities will be available
to the Company from various sources, including but not limited to, its sole
officer and director, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community and others who may present proposals.
The analysis of business combination opportunities will be undertaken by or
under the supervision of David W. Menard, the Company's sole officer and
director, who has substantial experience in merger and acquisition transactions.
As potentially available target companies are expected to be in different
industries and at various stages of development, the task of comparative
investigation and analysis will be extremely difficult and complex. Due to the
Company's limited capital available for investigation, the Company may not
discover or adequately evaluate adverse factors about the target company to be
acquired. However, it should be noted that the use of consultants which the
Company may hire could increase the likelihood of finding a target company.
There do not presently exist any plans, understandings, agreements or
commitments with any person to act as a consultant for the Company. In addition,
the limited financial resources of the Company may not permit the Company to
retain such consultants, or the Company may need to issue additional securities
to such consultants in lieu of cash compensation.
To a large extent, a decision to participate in a specific business
combination may be made upon management's analysis of the quality of the other
firm's management and personnel, the anticipated acceptability of new 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 necessarily be indicative
of the potential for the future because of the requirement to substantially
shift marketing approaches, obtain additional capital, change product emphasis,
change or substantially augment management, or make other changes. Because the
Company may participate in a business combination with a newly organized firm or
with a firm which is entering a new phase of growth, it should be emphasized
that the Company may incur further risks in view of the fact that the target
company to be acquired in may instances, will not have proven its abilities or
effectiveness, the eventual market for such firm's products or services will
likely not be established, and the profitability of the firm will be unproven,
uncertain and in predictable.
Liquidity and Capital Resources
The Company's sole officer and director, David W. Menard, intends, for the
foreseeable future, to advance to the Company such funds as are necessary for
the Company to comply with its reporting requirements under any applicable
federal and state securities laws, and to file all required federal, state and
local tax
9
<PAGE>
returns. Mr. Menard estimates that these expenses will aggregate approximately
$50,000 during the first year. It is anticipated that such advances will be
accrued as a liability of the Company to Mr. Menard to be repaid by the Company
upon consummation of a business combination, unless otherwise determined between
the Company and Mr. Menard. Mr. Menard may, however, discontinue such advances
at any time in his sole discretion.
PART II- OTHER INFORMATION
Item 1. Legal Proceedings.
On August 13, 1998, the Company filed a Petition for relief under Chapter
11 of the Bankruptcy Code. On May 7, 1999, the United States Bankruptcy Court
for the District of Delaware confirmed the First Modified Chapter 11 Plan of
Reorganization of the Company (the "Plan"). The Plan provided for allocation of
the Company's remaining assets pursuant to the priorities established by the
Bankruptcy Code. The Plan also provided that all of the securities outstanding
prior to confirmation of the Plan were cancelled and the stock of the Company
following confirmation would be issued as follows: 85% to David and Jacqueline
Menard; 10% to the Company's former shareholders; and 5% to the Company's
unsecured creditors. Pursuant to the Plan, all of the officers and directors
resigned and David W. Menard became the sole director and officer.
Item 2. Changes In Securities.
Prior to the confirmation of the Plan, the Company had issued and
outstanding 13,652,082 shares of Series A Common Stock and 379,605 shares of
Series B Common Stock as well as certain options and warrants to purchase Common
Stock. The Plan provided that all of the equity securities of the Company
outstanding prior to confirmation of the Plan were cancelled and the stock of
the Company following confirmation of the Plan would be issued as follows: 85%
to David and Jacqueline Menard; 10% to the Company's former shareholders; and 5%
to the Company's unsecured creditors.
Item 5. Other Information.
On June 7, 1999, the Company changed its name from Food Court Entertainment
Network, Inc. to Moro Corporation.
The Company has nominal assets. The Company intends to engage in the
identification, evaluation and investigation of prospective business
opportunities, and if believed warranted, to acquire a business. As of the date
10
<PAGE>
of this filing, the Company has commenced limited efforts intended to survey and
locate such possible business opportunity candidates. Management presently has
no specific business in mind for potential acquisition.
Item 6. Exhibits.
(a) Number Description
2.1 First Modified Chapter 11 Plan of Reorganization
(with attached Disclosure Statement and Supplemental
Disclosure Statement) (incorporated by reference from
Exhibit 2.1 to Form 10-KSB for the year ended
December 31, 1997)
** 27.1 Financial Data Schedule (Electronic Filing Only)
- --------------
**--Filed herewith.
(b) On June 7, 1999, the Company filed a Report on Form 8-K reporting events
under Items 3. and 4.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MORO CORPORATION
Date: October 4, 1999 By: /s/ David W. Menard
------------------------------
David W. Menard,
President
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,197
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 108,825
<CURRENT-LIABILITIES> 50,000
<BONDS> 0
0
0
<COMMON> 58,825
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 108,825
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 42,736
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 771,281
<CHANGES> 0
<NET-INCOME> 728,545
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
