U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT
OR
[ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2000
Commission File No. 000-26828
-----------------------
MORO CORPORATION
(Exact name of registrant as specified in its charter)
-----------------------
Delaware 51-0338736
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
Bala Pointe, Suite 240
111 Presidential Boulevard
Bala Cynwyd, Pennsylvania 19004
(Address of Principal Executive Offices)(Zip Code)
(610) 667-9050
(Registrant's telephone number, including area code)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES X NO
--- ---
As of March 31, 2000, 5,600,000 shares of common stock were outstanding.
<PAGE>
MORO CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
March 31, December 31,
2000 1999
----------- ---------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $405,750 $ --
======== =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Note payable $ 50,000 $ 50,000
Other accrued expenses 2,323 1,674
-------- ---------
Total current assets 52,323 51,674
-------- ---------
Stockholders' deficit:
Common stock, $.001 par value; authorized 25,000,000 shares;
issued and outstanding 5,000,0000 shares at December 31,
1999 and 5,600,000 at March 31, 2000 59,425 58,825
Additional paid-in capital 415,150
Accumulated deficit (from May 1, 1999) (121,148) (110,499)
-------- ---------
353,427 (51,674)
-------- ---------
$405,750 $ .
======== =========
</TABLE>
See notes to financial statements 2
<PAGE>
MORO CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------------
2000 1999
---------- ----------
<S> <C> <C>
Advertising revenue $ 0 $ 0
---------- ----------
Operating expenses:
General and administrative expenses 10,000 17,250
---------- ----------
Operating loss (10,000) (17,250)
Other expense:
Interest 649 --
---------- ----------
Net loss $ (10,649) $ (17,250)
==========
Net loss per share of common stock $ .00 $ .00
========== ==========
Weighted average shares outstanding 5,001,644 14,667,802
========== ===========
</TABLE>
See notes to financial statements 3
<PAGE>
MORO CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(10,649) $(17,250)
Adjustment to reconcile net loss to net cash
used by operating activities:
Common stock issued for services 10,000
Changes in assets and liabilities:
Increase in accounts payable
and accrued expenses 649 (1,093)
-------- --------
Net cash used by operating activities 0 (18,343)
-------- --------
Cash flows from financing activities:
Capital contributions 205,750
Proceeds from issuance of common stock 200,000 --
-------- --------
Net cash provided by financing activities 405,750 --
-------- --------
Net increase (decrease) in cash 405,750 (18,343)
Cash at beginning of period -- 231,679
-------- --------
Cash at end of period $405,750 $213,336
======== ========
Supplemental disclosure of cash flow information:
Common stock issued for services $ 10,000
========
</TABLE>
See notes to financial statements 4
<PAGE>
MORO CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
Note 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, was unable
to market its Cafe USA network to advertisers, incurred substantial
losses and was 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. In July 1998, the
assets and operating leases were sold to Prime Spot Media U.S.A. for
$422,000. 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. As a result of the foregoing, the Company has no active
business operations.
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.
Note 2 Financial statement presentation:
Fresh start reporting:
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.
5
<PAGE>
MORO CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
Note 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 received 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.
Note 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
======== ======== ======== ========
</TABLE>
6
<PAGE>
MORO CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
Note 4 Fresh start reporting (continued):
<TABLE>
<CAPTION>
Predecessor Reorganization and Reorganized
Company Fresh Start Adjustments Company
April 30, 1999 Debit Credit April 30, 1999
-------------- -------- -------- --------------
<S> <C> <C> <C> <C>
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>
Note 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.
Note 6 Common stock:
On March 31, 2000, the Company sold 571,429 shares of common stock
for $.35 per share for a total of $200,000 and issued 28,571 shares
at $.35 per share in exchange for legal services rendered to the
Company.
The Company's principal stockholder contributed $205,750 of cash as
additional paid-in capital. No additional shares of common stock were
issued in connection with this transaction.
Note 7 Subsequent events:
At the close of business on March 31, 2000, the Company, through its
newly formed subsidiary, Moro Acquisition Corp. ("MAC"), purchased
substantially all of the operating assets and inventories of J.M.
Ahle Co., Inc., a New Jersey corporation ("Ahle"). Ahle is a
distributor of reinforcing steel to contractors and subcontractors
for use in the construction of highways, airports, bridges, treatment
facilities, schools, public facilities, industrial and commercial
buildings, and other structures. The Company, through its subsidiary
MAC, intends to continue the business of Ahle under the name J.M.
Ahle Co., Inc.
7
<PAGE>
MORO CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000 AND 1999
Note 7 Subsequent events (continued):
As part of the transaction, MAC assumed substantially all of the
known operating liabilities of Ahle. In addition, MAC acquired the
assets of Ahle for their net book value plus $100,000, all as set
forth in the Asset Purchase Agreement. At the time of the closing,
the purchase price paid by MAC to Ahle was estimated by the parties
to be $1,570,000. The final purchase price will be determined by the
parties following the preparation of the closing balance sheet of
Ahle.
An amount equal to $250,000 of the purchase price is to be paid to
two promissory notes of MAC. The first note is in the amount of
$150,000, is due in full on March 31, 2001, and bears interest at 8%
per annum. The second note is in the amount of $100,000, does not
bear interest, and is payable in 12 equal quarterly installments
commencing on April 1, 2001 with the final installment due on January
1, 2004. The remainder of the purchase price was funded by the
Company's cash resources and a line of credit made available to MAC
in the amount of up to $1,250,000, a term loan of $125,000, and a
subordinated loan in the amount of $300,000.
8
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operations
The Company engages in the identification, evaluation and investigation of
prospective business opportunities, and if believed warranted, to acquire such
businesses. On March 31, 2000, the Company acquired substantially all of the
operating assets of J.M. Ahle Co., Inc.("Ahle"), a distributor of reinforcing
steel to the construction industry. The Company intends to expand the business
of Ahle and to continue to investigate and, if appropriate, pursue other
potential business acquisitions. Management presently has no other specific
additional businesses in mind for potential acquisition.
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 unless
otherwise determined between the Company and Mr. Menard. Mr. Menard may,
however, discontinue such advances at any time in his sole discretion.
The Company financed the purchase of Ahle in March 2000 through a
combination of bank financing, loans and capital contributions from its
principal stockholder, and sales of equity securities of the Company. The
Company intends to finance the operations of Ahle through use of the bank line
of credit as well as from funds generated by the operations of Ahle.
PART II- OTHER INFORMATION
Item 2. Changes in Securities
On March 31, 2000, the Company sold 571,429 shares of Common Stock at $.35
per share for an aggregate of $200,000 to four accredited investors and issued
28,571 shares at $.35 per share in exchange for legal services rendered to the
Company. The shares were issued pursuant to the exemption from registration set
forth in Section 4(2) and Rule 506 promulgated under the Act, and constitute
restricted securities as such term is defined under Rule 144 promulgated under
the Act.
9
<PAGE>
Item 5. Other Information.
At the close of business on March 31, 2000, the Company, through its newly
formed subsidiary, Moro Acquisition Corp. ("MAC"), purchased substantially all
of the operating assets and inventories of J.M. Ahle Co., Inc., a New Jersey
corporation ("Ahle"). Ahle is a distributor of reinforcing steel to contractors
and subcontractors for use in the construction of highways, airports, bridges,
treatment facilities, schools, public facilities, industrial and commercial
buildings, and other structures. The Company, through its subsidiary MAC,
intends to continue the business of Ahle under the name J.M. Ahle Co., Inc.
As part of the transaction, MAC assumed substantially all of the known
operating liabilities of Ahle. In addition, MAC acquired the assets of Ahle for
their net book value plus $100,000, all as set forth in the Asset Purchase
Agreement. At the time of the closing, the purchase price paid by MAC to Ahle
was estimated by the parties to be $1,570,000. The final purchase price will be
determined by the parties following the preparation of the closing balance sheet
of Ahle.
For calendar year 1999, Ahle reported unaudited sales and operating income
before taxes of approximately $8,000,000 and $540,000, respectively.
An amount equal to $250,000 of the purchase price is to be paid pursuant to
two promissory notes of MAC, each of which were guaranteed by David W. Menard
and his wife. The first note is in the amount of $150,000, is due in full on
March 31, 2001, and bears interest at 8% per annum. The second note is in the
amount of $100,000, does not bear interest, and is payable in 12 equal quarterly
installments commencing on April 1, 2001 with the final installment due on
January 1, 2004. The remainder of the purchase price was funded by the Company's
cash resources and a line of credit made available to MAC from Sovereign Bank of
Wyomissing, Pennsylvania, in the amount of up to $1,250,000, a term loan of
$125,000 from Sovereign Bank to MAC, and a subordinated loan from David W.
Menard and his wife to MAC in the amount of $300,000.
In connection with this transaction, David W. Menard and his wife, the
Company's principal stockholder, contributed $205,750 of cash as additional
paid-in-capital and in connection therewith no additional shares of Common Stock
were issued. In addition, 571,429 shares of Common Stock were sold by the
Company in a private placement at $.35 per share resulting in total proceeds of
$200,000.
10
<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: May 15, 2000 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-31-1999
<PERIOD-END> MAR-31-2000
<CASH> 405,750
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 405,750
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 405,750
<CURRENT-LIABILITIES> 52,323
<BONDS> 0
0
0
<COMMON> 59,425
<OTHER-SE> 294,002
<TOTAL-LIABILITY-AND-EQUITY> 405,750
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,649
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,649)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
