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, 1998.
[ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE
ACT.
For the transition period from __________ to _______________________.
Commission file number: 0-26828
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MORO CORPORATION
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(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
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(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[ ]
----
<PAGE>
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
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, 1998, the number of shares outstanding of each class of common
equity was 13,652,082 shares of Series A Common Stock, and 1,015,720 shares of
Series B Common Stock.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FOOD COURT ENTERTAINMENT NETWORK, INC.
STATEMENTS OF NET LIABILITIES IN LIQUIDATION
(Unaudited)
ASSETS
June 30, December 31,
1998 1997
----------- ------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 548 $284,000
Prepaid rent 21,000
Prepaid taxes 5,197 --
-------- --------
Total current assets 5,745 305,000
-------- --------
Fixed assets, at realizable value 422,000 450,000
-------- --------
$427,745 $755,000
======== ========
LIABILITIES AND NET LIABILITIES IN LIQUIDATION
Current liabilities:
Line of credit $ 42,000
Accounts payable 230,735 $ 144,000
Accrued payroll 25,000 75,000
Other accrued expenses 397,650 344,000
Due to former employee 240,000 234,000
Obligation under employment
contract 263,000 263,000
----------- -----------
1,198,385 1,060,000
Net (liabilities in liquidation) (770,640) (305,000)
----------- -----------
$ 427,745 $ 755,000
=========== ===========
See accompanying notes
2
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Advertising revenue $ 0 $ 0 $ 0 $ 0
----------- ---------- ----------- ----------
Operating expenses:
Sales and marketing 176,674 1,031 452,353
Programming 5,000 390,049 16,366 884,321
Network costs 742,974 57,508 1,281,798
General and
administrative expenses 103,540 671,131 384,782 1,320,122
----------- ---------- ----------- ----------
108,540 1,980,828 459,687 3,938,594
----------- ---------- ----------- ----------
Operating loss 108,540 1,980,828 459,687 3,938,594
Other (income) expense:
Interest, net 1,300 (26,894) 5,953 (75,245)
----------- ---------- ----------- ----------
Net loss $ (109,840) $(1,953,934) $ (465,640) $(3,863,349)
=========== ========== =========== ==========
Net loss per share of common stock $ (.01) $ (.25) $ (.03) $ (.56)
=========== ========== =========== ==========
Weighted average shares outstanding 14,667,802 6,953,557 14,667,802 6,933,557
=========== ========== =========== ==========
</TABLE>
See accompanying notes
3
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
--------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(465,640) $(3,863,349)
Adjustments to reconcile net loss:
Depreciation and amortization 370,000
Write off non-productive assets 28,000 205,000
Common stock and warrants issued as
consideration for consulting and
other compensation 150,000
Changes in assets and liabilities:
(Increase) decrease in other assets 15,803 (4,344)
Increase (decrease) is accounts payable
and accrued expenses 90,385 (536,795)
--------- -----------
Net cash used by operating activities (331,452) (3,679,488)
--------- -----------
Cash flows from investing activities:
Purchase of property and equipment (875,353)
--------- -----------
Cash flows from financing activities:
Borrowing under line of credit 42,000
Loan payable from employee 6,000
--------- -----------
Net cash provided by financing activities 48,000
--------- -----------
Net decrease in cash (283,452) (4,554,841)
Cash, beginning balance 284,000 6,498,864
--------- -----------
Cash, ending balance $ 548 $ 1,944,023
========= ===========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 359 $ 0
========= ===========
</TABLE>
See accompanying notes
4
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997
(Unaudited)
1. The Company and basis of presentation:
Food Court Entertainment Network, Inc. (the "Company") is a Delaware
corporation, which was incorporated on February 12, 1992. 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.
5
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998 AND 1997
(Unaudited)
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.
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, 1998 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-A for the
year ended December 31, 1997.
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.
3. Legal proceedings:
A description of the Company's pending legal proceeding has been previously
reported in the Company's Report on Form 10-KSB-A for the year ended December
31, 1997.
4. Other information:
Effective May 6, 1998, Robert J. Wussler resigned as a member of the
Company's Board of Directors.
6
<PAGE>
Item 2. Management's discussion and analysis of financial conditions and results
of operations.
Results of operations:
The Company was seeking to merge with or acquire any operating business,
which is seeking to become a publicly held entity, or a private investor
interested in an investment in a public shell. On July 24, 1998, the Company
filed for relief under Chapter 11 of Title II of the United States Code and has
no active business operations.
Liquidity and capital resources:
As of June 30, 1998, the Company has net liabilities in liquidation of
$742,640. The Company had financed its operation almost exclusively through
three private placements of securities, bank loans and a public offering,
including $2,292,500 through the Preferred Stock Unit Offering, the Bridge
Financing of $2,250,000 of Bridge Notes, bank loans of approximately $1,086,000,
the Public Offering of approximately $16,800,000 and the Private Offering in
November 1996 of $9,000,000.
As of April 30, 1998, the Company has entered into a Line of Credit Loan
Agreement with Robert Lenz, the Board of Directors Chairman, not to exceed
$60,000. Interest shall be accrued and be payable on the unpaid balance of the
Line of Credit at a rate per annum equal to eight and one-half percent (8-1/2%).
The Company has an employment contract with one executive officer, which
provides for salary in 1998 of $150,000 and $113,000 in 1999, plus increases and
bonuses as determined by the Board of Directors. The agreement provides for
severance equal to the remaining payments through the term of the agreement. In
addition, this agreement provides for a three year extension. At the $150,000
per year from the date of a change in control of the Company, as defined in the
agreement. The Company has accrued $263,000 in the accompanying financial
statements.
7
<PAGE>
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 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 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
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.
<PAGE>
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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 548
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,745
<PP&E> 422,000
<DEPRECIATION> 427,745
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,198,385
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (770,640)
<TOTAL-LIABILITY-AND-EQUITY> 427,745
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 109,840
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (109,840)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
