SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the Fiscal Year ended December 31, 1998.
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. 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)
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, Par Value $.001
(Title of each Class)
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 [ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in a definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or amendment to this
Form 10-K [X]
<PAGE>
Issuer's revenues for its most recent fiscal year: $0.
As of September 16, 1999, the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock was $0.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE PEARS)
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 December 31, 1998, the number of shares outstanding of each class of
common equity was 13,652,082 shares of Series A Common Stock, and 379,605 shares
of Series B Common Stock.
<PAGE>
PART I
Item 1. Description of Business.
The Company was organized as a Delaware corporation on February 12, 1992 to
establish a national television network to broadcast high quality television
programming, under the trade name "Cafe USA", to large, enclosed shopping mall
food courts throughout the country. The Company's business was not successful,
generated limited revenues, and substantial losses were incurred.
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 ("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 equity securities of the
Company outstanding prior to confirmation of the Plan were canceled and that the
stock of the Company would be issued as follows: 85% by David and Jacqueline
Menard; 10% by the Company's former shareholders; and 5% by the Company's
unsecured creditors.
On June 7, 1999, the Company changed its name from Food Court Entertainment
Network, Inc. to Moro Corporation.
Following its emergence from bankruptcy, the Company intends to engage in
the identification, evaluation and investigation of prospective business
opportunities, and if believed warranted, to acquire a business. 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
<PAGE>
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.
Identification of Target Companies and a Business Combination
Upon its emergence from bankruptcy, the Company will actively commence the
identification, evaluation and investigation of one or more target companies. As
of the date hereof, the Company has identified no target companies for
acquisition and may therefore be characterized as a "blind pool." The Company
may not be capable of acquiring any such target company because the capital
available to the Company may be limited.
The Company may seek target companies 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 companies may include privately held corporations,
partnerships, sole proprietorships and even proposed enterprises which have not
yet been formed. Accordingly, the Company may investigate firms which have
recently commenced operations, are developing companies in need of additional
funds for expansion into new products or markets, are seeking to develop a new
product or service, are established businesses either experiencing financial or
operating difficulties and in need of limited additional capital or are merely
desirous of establishing a public trading market for its securities, among
others.
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, David W. Menard, professional advisors such as attorneys
and accountants, securities broker-dealers, venture capitalists, members of the
financial community and others who may present proposals.
Selection of Business Combination Opportunities
Prior to considering participation in a business combination, the
Company may request that it be provided with written materials
<PAGE>
regarding the target company containing such information as a description of
product, service and company history, management resumes; financial information;
available projections with related assumptions upon which they are based; an
explanation of proprietary products and services; evidence of existing patents,
trademarks or service marks or rights thereto; present and proposed forms of
compensation to management; description of transactions between the target
company and its affiliates during relevant prior periods, a description of
present and required facilities; an analysis of risks and competitive
conditions; a financial plan of operation and estimated capital requirements;
audited financial statements; or other information which is deemed relevant. As
part of the Company's "due diligence" investigation, management may meet
personally with the management and key personnel of such business, visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources, management expertise and available time of its sole
officer and director.
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.
Some of the numerous factors to be considered include the following:
o Potential for growth, indicated by new technology, anticipated market
expansion or new products;
o Competitive position as compared to other firms of similar size and
experience within the industry segment as well as within the industry
as a whole;
o Strength and diversity of management, either in place or scheduled for
recruitment;
o Capital requirements and anticipated availability of required funds,
to be provided by the Company or from operations, through the sale of
additional securities, through joint ventures or similar arrangements
or from other sources;
o The cost of participation by the Company as compared to the perceived
tangible and intangible values and potentials;
<PAGE>
o The extent to which the business of the target company can be
advanced;
o The accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items,
and
o Other relevant factors.
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 unpredictable.
In seeking business combination opportunities, the Company's
<PAGE>
decision will not be controlled by an attempt to time anticipated enthusiasm in
the securities market for a specific industry, management group or product or
service industry, although such factors may influence the Company significantly.
The Company will attempt to base its decisions upon the objective of seeking
long-term capital appreciation in the value of the Company and may consider
current income as only a minor factor in such decision, nor that the target
company selected will achieve the desired objective of capital appreciation.
Generally, the Company will analyze all available factors which it deems
relevant and material and make a determination without reliance upon any single
factor as controlling. The Company is unable to predict when it may participate
in a business opportunity.
Form of Acquisition
It is impossible to predict the manner in which the Company may participate
in a business combination. Specific business combination opportunities will be
reviewed as well as the respective needs and desires of both the Company and the
business to be acquired and the legal structure or method which is deemed
suitable. Such structure may include but is not limited to a lease, a purchase,
acquisition for shares of Common Stock or other securities, a merger, license,
joint venture or other contractual arrangement. The Company may act directly or
indirectly through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger, consolidation
or reorganization of the Company with such other corporation or form of business
organization, and there is no assurance that the Company would be the surviving
entity. In addition, management and the holders of Common Stock prior to a
business combination may be expected to not have control of a majority of the
voting shares of the Company following any such transaction. As part of such a
transaction, the Company's officers and directors may be required to resign and
new officers and directors may be expected to be appointed, without any vote by
the holders of Common Stock prior to such transaction.
The Company may be presented with business combination opportunities from
firms interested primarily in the fact that the Company's Common Stock is
publicly traded. Business which seek the Company's participating in attempting
to consolidate their operations through a reorganization, asset acquisition or
some other form such as a joint venture, operating arrangement, securities
exchange or consolidation, may desire to do so to avoid
<PAGE>
what such firms may deem to be uncertainties, risks and potential adverse
consequences of themselves undertaking a public offering. Such adverse factors
may include time delays encountered in obtaining clearances pursuant to
applicable federal and state laws for the benefit of purchasers of securities
which are believed to be required prior to the offer and sale of securities, or
be acceptable to an underwriter in a public offering.
The Company may acquire a target company by conducting an acquisition,
merger, consolidation or reorganization. It is likely that such a transaction
will involve the issuance of Common Stock or other securities in the Company.
This would result in substantial additional dilution to the equity of those who
were shareholders of the Company prior to such reorganization. It is anticipated
that any securities issued in any such reorganization would be issued in
reliance upon exemptions from registration under applicable federal and state
securities laws. In some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities either at the
time of the transaction is consummated or under certain conditions or at
specified times thereafter. The issuance of substantial additional securities
and their potential sales into any trading market which may develop in the
Company's securities may have a depressive effect on such market. The Company
has the right to issue such additional shares without shareholder approval.
If structured as an acquisition, the transaction may be accomplished upon
the sole determination of management without any vote or approval by holders of
Common Stock. If structured as a statutory merger or consolidation, it may be
necessary to call a shareholder's meeting and obtain the approval of the holders
of a majority of the outstanding shares. The necessity to obtain such
shareholder approval may result in delay and additional expense in the
consummation of any proposed transaction, and will also give rise to certain
appraisal rights to dissenting shareholders. Most likely, management will seek
to structure any transaction to avoid requiring shareholder approval.
It is anticipated that the investigation of a specific target company and
the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountant, attorneys and others. If a
decision is made not to participate in a specific business combination, the
costs theretofore incurred would not be recoverable. Furthermore, even if an
agreement is reached for the participation a specific business combination, the
failure to consummate that transaction
<PAGE>
may result in the loss to the Company of the related costs incurred.
In connection with an acquisition, the Company may incur substantial
indebtedness which will substantially change the capital structure of the
Company and would most likely expose the Company's shareholders to a greater
risk of loss in the event of financial difficulty.
The Company intends to attempt to acquire one or more target companies. The
Company has no oral or written agreement nor are any negotiations under way
regarding a possible business combination.
Employees
As of September 15, 1999, the Company did not have any employees.
Item 2. Description of Property.
Following the confirmation of the Plan, the Company has been headquartered
at the offices of Colmen Menard Company, Inc. ("Colmen Menard") at 111
Presidential Boulevard, Suite 240, Bala Cynwyd, Pennsylvania 19004, telephone
610-667-9050, fax 610-667-9915. Colmen Menard, which is owned by the David
Menard, has agreed to provide, for the foreseeable future, offices, facilities
and secretarial and administrative services without cost to the Company.
Item 3. Legal Proceedings.
Following the confirmation of the Plan, all existing litigation
involving the Company was discharged, and the Company is not currently involved
in any legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Pursuant to the Plan, the authorized capital stock of the Company consists
of 250,000,000 shares of Common Stock, par value $.001 per share, and 5,000,000
shares of preferred stock, par value
<PAGE>
$.001 per share (the "Preferred Stock"). In view of the Company's present
financial status and contemplated financial requirements, the payment of
dividends in the foreseeable future is highly unlikely. No current public
trading market for the shares of Common Stock exists. The extent of the market
for the shares and the prices at which the shares may trade cannot be predicted.
Common Stock
Holders of Common Stock are entitled to one vote per share with respect to
all matters required by law to be submitted to holders of Common Stock. The
Common Stock does not have cumulative voting rights. The By-laws provide that
any action required to be taken or that may be taken at an annual or special
meeting of stockholders may be taken by written consent in lieu of a meeting of
stockholders.
Subject to the prior rights of holders of Preferred Stock , if any, holders
of the Common Stock will be entitled to receive such dividends as may be
lawfully declared by the Board of Directors. Upon any dissolution, liquidation
or winding up, whether voluntary or involuntary, holders of the Common Stock are
entitled to share ratably in all assets remaining after the liquidation payments
have been made on all outstanding shares of Preferred Stock, if any.
The Common Stock does not have any preemptive, subscription or conversion
rights. The Board of Directors has the authority to issue additional shares of
Common Stock. The Board's ability to issues additional shares of Common Stock
could facilitate certain financing and acquisitions and provide a means for
meeting other corporate needs that might arise. The authorized but unissued
shares of Common Stock will be available for issuance without further action by
the stockholders, unless stockholder action is required by applicable law or the
rules of any stock exchange or system on which the Common Stock may then be
listed. The Board's ability to issue additional shares of Common Stock could,
under certain circumstances, either impede or facilitate the completion of a
merger, tender offer or other takeover attempt.
Preferred Stock
The Company is authorized to issue up to 5,000,000 shares of Preferred
Stock without further stockholder approval. The shares of Preferred Stock may be
issued in one or more series, with the number of shares of each series and the
rights, preferences and limitations of each series to be determined by the Board
of Directors. Among the specific matters that may be determined by
<PAGE>
the Board of Directors are dividend rights, if any, the terms of a sinking or
purchase fund, if any, the amount payable in the event of any voluntary
liquidation, dissolution or winding up of the affairs of the Company, conversion
rights, if any, and voting powers, if any.
The issuance of shares of Preferred Stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal. For instance, the issuance of a series of Preferred Stock might impede
a transaction including class voting rights that would enable the holder to
block such a transaction, or facilitate a transaction by including voting rights
that would provide a required percentage vote of the stockholders. In addition,
under certain circumstances, the issuance of Preferred Stock could adversely
affect the voting power of the holders of the Common Stock. Although the Board
of Directors is required to make any determination to issue such stock based on
its judgment as to the best interests of the stockholders, the Board of
Directors could act in a manner that would discourage an acquisition attempt or
other transaction that some, or a majority, of the stockholders might believe to
be in their best interests or in which stockholders might receive a premium for
their stock over the then market price of such stock. The Board of Directors
does not at present intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law or stock exchange
rules.
Item 6. 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.
<PAGE>
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
<PAGE>
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 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.
Item 7. Financial Statements.
Page
----
Report of Independent Auditors F-1
Statement of Net Liabilities In Liquidation F-2
Statement of Changes In Net Assets In
Liquidation F-3
Statement of Operations F-4
Statement of Changes In Stockholders' Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
Food Court Entertainment Network, Inc.
Bala Cynwyd, Pennsylvania
We have audited the accompanying statement of net liabilities in liquidation of
Food Court Entertainment Network, Inc. as of December 31, 1998, and the related
statement of changes in net assets (liabilities) in liquidation (each on a
liquidation basis) on December 31, 1998. In addition, we have audited the
statements of operations, changes in stockholders' equity and cash flows (each
on a going concern basis), for the year ended December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Food Court Entertainment Network, Inc. as
of December 31, 1997 were audited by other auditors whose report dated March 31,
1998, on those statements included an explanatory paragraph that described the
Company's agreement to sell substantially all of its assets and cease
operations, discussed in Note 1 to the financial statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements enumerated above present fairly, in all
material respects, the net liabilities in liquidation of Food Court
Entertainment Network, Inc. as of December 31, 1998, the changes in its net
assets (liabilities) in liquidation on December 31, 1998, and the results of its
operations and its cash flows for the year ended December 31, 1998, in
conformity with generally accepted accounting principles applied on the basis
described in the preceding paragraph.
Schiffman Hughes Brown
Blue Bell, Pennsylvania 19002
June 14, 1999
F-1
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
STATEMENTS OF NET LIABILITIES IN LIQUIDATION
DECEMBER 31, 1998 AND 1997
ASSETS
1998 1997
---- ----
Current assets:
Cash and cash equivalents $ 231,679 $ 284,000
Prepaid rent 21,000
Prepaid taxes 5,197 --
--------- ----------
Total current assets 236,876 305,000
Fixed assets, at realized value -- 450,000
--------- ----------
$ 236,876 $ 755,000
========= ==========
LIABILITIES AND NET LIABILITIES IN LIQUIDATION
Current liabilities:
Accounts payable $ 142,170 $ 144,000
Accrued payroll 70,000 75,000
Other accrued expenses 309,128 344,000
Due to former employee 240,000 234,000
Obligation under employment contract 204,123 263,000
--------- ----------
Total current liabilities 965,421 1,060,000
--------- ----------
Net liabilities in liquidation (728,545) (305,000)
--------- ----------
$ 236,876 $ 755,000
========= ==========
The accompanying notes are an integral part
of these financial statements
F-2
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
STATEMENTS OF CHANGES IN NET ASSETS (LIABILITIES) IN LIQUIDATION
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Net assets (liabilities) in liquidation, beginning $ 1,579,455 $ 1,975,000
Write down of fixed assets to estimated
realizable value (2,045,000) (2,017,000)
Accrual of obligation under employment contract (263,000) (263,000)
----------- -----------
Net liabilities in liquidation, ending $ (728,545) $ (305,000)
=========== ===========
</TABLE>
The accompanying notes are an integral part
of these financial statements
F-3
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
1998 1997
---- ----
Advertising revenue $ -- $ 20,000
------------ ------------
Operating expenses:
Sales and marketing 1,032 601,000
Programming 16,366 1,227,000
Network costs 57,508 1,873,000
General and administrative expenses 315,844 2,599,000
------------ ------------
390,750 6,300,000
------------ ------------
Operating loss -- (6,280,000)
Other (income) expense:
Interest expense 7,266
Interest income (2,471) (93,000)
------------ ------------
4,795 (93,000)
------------ ------------
Net loss $ (395,545) $ (6,187,000)
============ ============
Net loss per share of common stock $ (.03) $ (.77)
============ ============
Weighted average shares outstanding 14,667,802 8,081,000
============ ============
The accompanying notes are an integral part
of these financial statements
F-4
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (GOING CONCERN BASIS)
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
Common Stock
--------------------------------------------------- Additional
Series A Series B Paid-in
Shares Amount Shares Amount Capital
------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1997 6,924,082 $ 69,000 1,134,720 $11,000 $23,760,000
Exercise of warrants 3,000 15,000
Conversion of B shares 119,000 1,000 (119,000) (1,000)
Issuance of A shares as
consideration for
consulting services 100,000 1,000 149,000
Issuance of A shares in
connection with exchange of
Class A and B warrants 6,506,000 65,000 (65,000)
Cancellation of warrants (153,000)
Net loss for the year
---------- -------- --------- ------- -----------
Balance, December 31, 1997 13,652,082 136,000 1,015,720 10,000 23,706,000
Net loss for the year
---------- -------- --------- ------- -----------
Balance, December 31, 1998 13,652,082 $136,000 1,015,720 $10,000 $23,706,000
========== ======== ========= ======= ===========
<CAPTION>
Series B
Accumulated Treasury Stock
Deficit Shares Amount Total
------- ------ ------ -----
<C> <C> <C> <C>
$(15,690,000) (10,000) $ 0 $ 8,150,000
15,000
0
150,000
0
(153,000)
(6,187,000) (6,187,000)
- ------------ ------------ ------------ ------------
(21,877,000) (10,000) 0 1,975,000
(395,545) (395,545)
- ------------ ------------ ------------ ------------
$(22,272,545) (10,000) $ 0 $ 1,579,455
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part
of these financial statements
F-5
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Cash flow from operating activities:
Net loss $(395,545) $(6,187,000)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 660,000
Write-off of transmission system in progress 205,000
Common stock issued as consideration
for compensation 150,000
Warrants issued as consideration for
compensation 161,000
Changes in:
Prepaid rent 21,000
Prepaid taxes (5,197)
Other assets 199,000
Accrued expense and other liabilities (94,579) (500,000)
----------- -----------
Net cash used in operating activities (474,321) (5,312,000)
----------- -----------
Cash flows from investing activities:
Sale (purchase) of equipment 422,000 (918,000)
----------- -----------
Cash flows from financing activities:
Proceeds from exercise of warrants 15,000
----------- -----------
Net decrease in cash and cash equivalents (52,321) (6,215,000)
Cash, beginning balance 284,000 6,499,000
----------- -----------
Cash, ending balance $ 231,679 $ 284,000
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,266 $
=========== ===========
Supplemental disclosure of non-cash financing activities:
Warrants issued (canceled) in connection with
consulting agreement $ $ (153,000)
=========== ===========
Warrants exchanged for common stock $ $ 65,000
=========== ===========
</TABLE>
The accompanying notes are an integral part
of these financial statements
F-6
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. The Company and basis of presentation:
Food Court Entertainment Network, Inc. (the ACompany@) 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 July 29, 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.
F-7
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(Unaudited)
2. Financial statement presentation:
Use of estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Concentration of credit risk:
The Company maintains all of its cash and cash equivalents in one
commercial bank.
Loss per share:
The Company calculates its loss per share under the provisions of SFAS No.
128, AEarnings Per Share.@ SFAS No. 128 requires a dual presentation of
Abasic@ and Adiluted@ loss per share on the face of the statements of
operations. Basic loss per share is computed by dividing the loss by the
weighted average number of shares of common stock outstanding during each
period exclusive of the Series B shares in escrow. Diluted loss per share
does not include the effect, if any, from the potential exercise of stock
options and warrants as the effect thereof is antidilutive.
3. Legal proceedings:
An action has been filed against the Company by Blank Rome Comisky &
McCauley, LP for non-payment of legal fees in the amount of $30,127.
An action has been filed against the Company by Kornstein, Velsz and Wexlen
for non-payment of fees of $41,400.
The liabilities have been reflected in the Company's financial statement.
F-8
<PAGE>
4. Other information:
Effective May 6, 1998, Robert J. Wussler resigned as a member of the
Company's Board of Directors.
5. Commitments:
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.
6. Subsequent events:
Food Court Entertainment Network's reorganization plan was approved by the
applicable Bankruptcy Court on May 3, 1999.
Holders of Food Court Entertainment Network's shares before the
confirmation of reorganization will receive 10% of the shares in the
emerging entity.
The Company's debt was exchanged for 5% of the shares in the emerging
entity.
On June 9, 1999, the Company changed its name to Moro Corporation.
F-9
<PAGE>
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
Effective June 14, 1999, the Company retained Schiffman Hughes Brown, P.C.,
CPA's, 790 Penllyn Pike, Suite 302, Blue Bell, Pennsylvania 19422 to audit the
Company's 1998 financial statements. The Company's management determined that an
accounting firm located in close proximity to the Company's new location could
perform the audit more efficiently.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons.
Effective as of the confirmation of the Plan, David W. Menard became the
sole director and officer of the Company. With his spouse, Mr. Menard will also
be the owner of 85% of the outstanding shares of the Company's Common Stock. In
the future, it is possible that additional directors and officers will be
selected.
David W. Menard is founder, principal shareholder, President and CEO of
Colmen Menard Company, a private investment banking firm founded in 1993, that
provides merger and acquisition, corporate finance and business advisory
services. David W. Menard was co-founder, President and a fifty percent
shareholder of a predecessor affiliate founded in 1983. During the past fifteen
years, David W. Menard has managed and overseen, in the role of an intermediary,
over one hundred merger and acquisition transactions.
Prior to 1983, David W. Menard was employed, chronologically, in a variety
of primarily accounting, financial and general management positions with Price
Waterhouse (accounting/management consulting), WR Grace & Co.
(controllership/planning/acquisitions), First Jersey National Corporation now
part of Fleet Financial Group (Vice President-Finance and CFO), and IU
International Corporation (Vice President and CFO of Gotaas-Larsen Shipping
Corporation/Corporate Vice President of Audit Services).
David W. Menard obtained a BS Degree in Economics from Cornell University
and an MBA in accounting and finance from the Johnson Graduate School of
Management at Cornell University. He completed the Harvard Business School
Corporate Financial Management Program. He is a Certified Public Accountant in
New York State. He is sixty-one years of age.
<PAGE>
Item 10. Executive Compensation.
David W. Menard will, for the foreseeable future, provide his services at
no cost to the Company. Finders or brokerage fees are not anticipated to be paid
or accrued to any officer or director.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The shares of Common Stock of the Company are owned of record by
approximately 500 persons.
Pursuant to the Plan, the outstanding shares of the Common Stock of the
Company will be 85% owned jointly by David W. Menard and Jacqueline J. Menard,
10% owned by prior stockholders, and 5% owned by the unsecured creditors, as
follows:
Percentage
Group Number of Shares Outstanding Shares
----- ---------------- ------------------
David W. & 4,250,000 85%
Jacqueline J.
Menard
Existing
Stockholders 500,000 10%
Unsecured Creditors 250,000 5%
--------- ---
TOTAL 5,000,000 100%
========= ===
Item 12. Certain Relationships and Related Transactions.
Not Applicable.
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits
Number Title
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)
3.1 Amended And Restated Certificate of Incorporation of
the Company (incorporated by reference from Exhibit
3.1 to Form 10-KSB for the year ended
<PAGE>
December 31, 1997)
3.1.1 Certificate of Amendment, filed June 7, 1999, to the
Amended and Restated Certificate of Incorporation
(incorporated by reference from Exhibit 3.1 of the
Report on Form 8-K filed on June 16, 1999)
3.2 By-laws of the Company (incorporated by reference
from Exhibit 3.2 to Amendment No. 1
to Registration Statement on Form SB-2 (File No.
33-91054))
** 27.1 Financial Data Schedule (Electronic Filing Only)
- -----------
**--Filed herewith.
(b) Reports on Form 8-K
None.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
MORO CORPORATION
By: /s/ David W. Menard
-------------------
David W. Menard,
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ David W. Menard President and Director October 4, 1999
- ----------------------- (Principal Executive Officer
David W. Menard and Principal Accounting
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> JAN-31-1998
<CASH> 231,679
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 236,876
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 236,876
<CURRENT-LIABILITIES> 965,421
<BONDS> 0
0
0
<COMMON> 5,000,000
<OTHER-SE> (728,545)
<TOTAL-LIABILITY-AND-EQUITY> 236,876
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 395,545
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (395,545)
<EPS-BASIC> (.03)
<EPS-DILUTED> (.03)
</TABLE>
