UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended February 29, 2000
|_| TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-13886
CAM DESIGNS INC.
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(Exact name of registrant as specified in its charter)
Delaware 75-2257039
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4 Ash Way, Netherend, Lydney, Gloucestershire GL15 6QA, U.K.
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(Address of principal executive offices)
(Zip Code)
(011) 44 20 7691 9533
------------------------------------------
(Registrant's telephone number, including area code)
460 Park Avenue, 11th Floor, New York, New York 10022
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ___
As of February 29, 2000, there were 893,006 shares of Common Stock issued and
outstanding.
<PAGE>
CAM DESIGNS, INC.
INDEX
Page No.
--------
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet 2
Statements of Earnings 3
Statements of Cash Flows 4
Statement of Shareholder's Equity 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6-7
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 8
SIGNATURES 8
1
<PAGE>
CAM Designs Inc.
Unaudited Balance Sheet
As At
February 29, 2000 May 31, 1999
ASSETS $ $
Current assets
Cash and cash equivalents 5,467 65
---------- ----------
Total Current Assets 5,467 65
========== ==========
Other Assets
Goodwill 46,555
---------- ----------
TOTAL ASSETS 5,467 46,620
========== ==========
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable 140,069 140,884
Accrued Expenses 2,000 15,500
---------- ----------
Total Current Liabilities 142,069 156,384
Shareholders' Equity
Common stock, $0.001 par value, 19,000,000
shares authorized, 330,358 and 893,006
shares issued and outstanding at
May 31, 1999 and February 29, 2000,
respectively, after giving effect to a
1 for 8 reverse stock split 3,343 2,643
Class 'A' convertible Preferred Stock, $0.001
par value Authorized 1,000,000, issued 800
shares in 1998 1 1
Additional paid-in capital 6,276,675 6,242,375
Less: Treasury stock (475,000) (475,000)
Accumulated deficit (5,941,621) (5,879,783)
---------- ----------
Total Shareholders' Equity (136,602) (109,764)
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY 5,467 46,620
========== ==========
2
<PAGE>
CAM Designs Inc.
Unaudited Statement of Income
For the nine months ended
February 29, 2000
$
EXPENSES
Stock Transfer & Printing Expenses 6,856
Professional Fees 14,806
Corporate & Filing Expenses 2,861
Miscellaneous Expenses (9,275)
Franchise Taxes 35
-------
TOTAL EXPENSES 15,283
=======
OTHER CHARGES
Goodwill Write-Off 46,555
-------
NET INCOME/ (LOSS) (61,838)
-------
Net Earnings Per Share of Common Stock (0.01)
3
<PAGE>
CAM Designs Inc.
Unaudited Statement of Cash Flow
For the Nine Months Ended
February 29, 2000
$
Cash flows from operating activities
Net Income/(Loss) (61,838)
Adjustments to reconcile Net Loss to Net Cash
Changes in Assets and Liabilities
Decrease in Accrued Expenses (13,500)
Decrease in Goodwill 46,555
Decrease in Accounts Payable (815)
-------
Total Adjustments 32,240
=======
Net cash provided by operating activities (29,598)
Cash provided by Financing Activities
Sale of Common Stock 35,000
Cash - beginning of period 65
-------
Cash - End of Period 5,467
=======
4
<PAGE>
Came Designs Inc.
Unaudited Statements of Shareholders' Equity
<TABLE>
<CAPTION>
Common Convertible Additional Accumulated Treasury Total
Stock Preferred Paid in deficit stock stockholders
Stock Capital equity
$ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C>
Balance at June 1, 1999 2,643 1 6,242,375 (5,879,783) (475,000) (109,764)
Sale of Common Stock 700 34,300 35,000
Net Loss -- -- -- (61,838) -- (61,838)
-------- ---------- ---------- ----------- ---------- ----------
Balance at February 29, 2000 3,343 1 6,276,675 (5,941,621) (475,000) (136,602)
======== ========== ========== =========== ========== ==========
</TABLE>
5
<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 CONDENSED FINANCIAL STATEMENTS - BASIS OF PRESENTATION.
The unaudited interim financial statements presented herein have been prepared
in accordance with the instructions to Form 10QSB and do not include all of the
information and note disclosure required by generally accepted accounting
principles. The accompanying interim financial statements have not been audited
by independent certified public accountants but, in our opinion, such financial
statements include all adjustments necessary to summarize fairly the results of
operations, and are not necessarily indicative of the results to be expected for
the full year.
It was previously reported that all our UK subsidiaries, which essentially
constituted all of our assets and operating activities, were put into
receivership in the UK in October 1998 and were subsequently liquidated. Since
the liabilities in these subsidiaries exceeded the cash values of the assets
realized by the liquidator, no residual assets or benefits accrued to the
Company. Consequently, we consider that it would, at best, be irrelevant and, at
worst, misleading to show any comparative financial data for the prior year's
reporting period. For this reason, no such information is included herein.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
General
As previously reported, on October 22, 1998, our United Kingdom based
subsidiaries, constituting all of our assets and operations, were placed into
receivership and subsequent liquidation in the UK pursuant to Section 48 of the
Insolvency Act of 1986.
Having severed our United Kingdom assets and operations, we are attempting
to clear the remaining liabilities, and it is estimated that currently
approximately $140,000 is due and owing to banks, suppliers, professionals and
others.
Included in the amount owed, there is a claim pending by a former public
relations firm. We are in negotiations to settle this matter; however, the
outcome of these negotiations cannot be predicted. We are also negotiating with
persons to whom monies are due in an attempt to reduce the sum due and owing to
these persons or entities and/or settle the same with a payment in cash and/or
shares of the Company's common stock. No assurance can be made that the
foregoing accounts payable and claims will be ultimately settled by us on
acceptable terms.
We have hired a consultant firm to assist us in developing a new
commercial role for the company and in identifying prospective business
combinations. Based on their advice, we are examining opportunities in a variety
of fields, including the Internet business. We expect to announce the first of
several initiatives targeted at enhancing shareholder value within the near
future. However, there can be no assurance that any transaction will take place.
To consummate such a transaction, we will require funding to meet all necessary
filing and compliance requirements and to cover any related accounting, legal
and other administrative expenses. As previously reported, we have raised
limited funds towards covering such expenses and efforts to raise additional
funding continue; but there can be no certainty that it will be successful.
6
<PAGE>
As previously reported, the Company elected a new Board of Directors and
appointed new management during the reporting period. A total of 200,000 shares
of the Company's common stock were issued to incoming directors and management
as an inducement to joining the Company.
Statement of Operations
Having no ongoing business during the quarter ending February 29, 2000,
our revenues during this quarter were nil, and a loss for the quarter of $11,618
was incurred. The cumulative loss for the three quarters June 1999 to February
2000 was $61,838, primarily attributable to writing off goodwill on the balance
sheet pertaining to the prior acquisition of a subsidiary that is no longer
operating and to accounting, legal and other administrative expenses.
Liquidity and Capital Resources
For reasons indicated above, our liquidity is severely restricted. We have
negative working capital and must seek sources of both temporary and long-term
financing for the continuation of our existence and for the purpose of
implementing our search for a merger or other strategic partner. As noted above,
there can be no assurance that such source of financing will be available, that
we will be able to enter into a new business or that we will survive as a viable
entity.
Net Operating Losses
Because the losses were largely generated by the UK discontinued
operations, it does not presently appear likely that the Company will have the
availability of significant loss carry forwards applicable against future U.S.
tax liabilities, if any.
Year 2000 Compliance
Having no current ongoing business, the Company does not consider itself
exposed to any actual or potential hazards arising out of the Year 2000 date
change.
Forward Looking Statements
This report contains certain forward looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act, which are
intended to be covered by the safe harbors created thereby. Although we believe
that the assumptions underlying the forward looking statements contained herein
are reasonable, any of the assumptions could be inaccurate, and therefore, there
can be no assurance that the forward looking statements contained in this report
will prove to be accurate. Factors that could cause actual results to differ
from the results specifically discussed in the forward looking statements
include, but are not limited to, lack of further debt and/or equity financing,
the absence of revenues, inability to reach satisfactory agreements with
creditors and inability to identify and conclude a transaction with a strategic
or other partner.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
In light of the Company's lack of current operations, the Company is not subject
to any market risk.
7
<PAGE>
Part II
OTHER INFORMATION
Item 6. Exhibits
(a) Exhibits
(i) Calculation of Earnings Per Share - Exhibit 11.
(ii) Edgar-Financial Data Schedule - Exhibit 27.
8-K Reports
(b) Form 8-K Report dated January 21, 2000.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
Dated: March 20, 2000
CAM DESIGNS INC.
/s/ Franz Skryanz
-----------------------------
Franz Skryanz
Secretary and Treasurer
(Principal Financial Officer)
8
Exhibit 11
CAM Designs Inc.
Calculation of Earnings Per Share
$
EPS Calculation for period June 1, 1999 to February 29, 2000
Total loss as per unaudited interim financial statements (61,838)
Net loss per share based on weighted average number of shares (0.01)
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
consolidated financial statements and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-END> FEB-29-2000
<CASH> 5,467
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,467
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,467
<CURRENT-LIABILITIES> 142,069
<BONDS> 0
0
1
<COMMON> 3,343
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,467
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (61,838)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (61,838)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (61,838)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
