FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1999
|_| 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 1-13886
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CAM DESIGNS INC.
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(Exact name of registrant as specified in its charter)
Delaware 75-2257039
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(State or other jurisdiction of (I.R.S. 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
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(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 November 30, 1999, there were 7,044,053 shares of Class A 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
<PAGE>
CAM Designs Inc
Unaudited Balance Sheet
As At
<TABLE>
<CAPTION>
Nov. 30 1999 May 31 1999
$ $
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents 24,500 65
Total Current Assets 24,500 65
---------- ----------
Other Assets
Goodwill 46,555
TOTAL ASSETS 24,500 46,620
---------- ----------
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable 141,984 140,884
Accrued Expenses 7,500 15,500
Total Current Liabilities 149,484 156,384
Shareholders' Equity
Class 'A' common stock, $0.001 par value, 9,000,000 shares authorized
2,642,859 and 3,344,053 shares issued and outstanding
at May 31, 1999 and November 30, 1999 respectively 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 (5,930,003) (5,879,783)
Total Shareholders' Equity (124,984) (109,764)
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY 24,500 46,620
========== ==========
</TABLE>
2
<PAGE>
CAM Designs Inc
Unaudited Statement of Income
For the six months ended
Nov. 30 1999
$
EXPENSES
Bank Fees 84
Transfer Agent Fees 3,600
Professional Fees 9,500
Miscellaneous (9,519)
---------
TOTAL EXPENSES 3,665
---------
OTHER CHARGES
Goodwill Write-Off 46,555
---------
NET INCOME/(LOSS) (50,220)
Net Earnings Per Share of
Common Stock (0.01)
Weighted Average Common
Shares 4,343,655
3
<PAGE>
CAM Designs Inc
Unaudited Statement of Cash Flow
For the Six Months Ended
Nov. 30 1999
$
Cash flows from operating activities
Net Income/(Loss) (50,220)
Adjustments to reconcile Net Loss
to Net Cash
Changes in Assets and Liabilities
Decrease in Accrued Expenses (8,000)
Decrease in Goodwill 46,555
Increase in Accounts Payable 1,100
------
Total Adjustments 39,655
------
Net cash provided by operating activities (10,565)
Cash Provided by Financing Activities
Sale of Common Stock 35,000
Cash - beginning of period 65
------
Cash - End of Period 24,500
4
<PAGE>
CAM 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 -- -- -- (50,220) -- (50,220)
----- ------- --------- ---------- -------- --------
Balance at Nov 30, 1999 3,343 1 6,276,675 (5,930,003) (475,000) (124,984)
</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 disclosures 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 liabilities, and it is estimated that approximately
$157,000 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 contesting this claim and have asserted
cross-claims and/or counterclaims. We have recently initiated negotiations to
settle this matter; however, the outcome of these negotiations cannot be
predicted. We are 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 continue to seek a new commercial role either through an
acquisition of or merger with a strategic partner. To that effect we hired a
consulting firm to assist us in identifying potential merger or business
combination candidates. 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. During the
reporting period, 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.
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.
6
<PAGE>
Statement of Operations
Having no ongoing business during the quarter ending November 30,
1999 our revenues during this quarter were nil, and a loss for the quarter of
$12,321 was incurred. The cumulative loss for the two quarters June 1999 to
November 1999 was $50,220, primarily attributable to writing-off goodwill on the
balance sheet pertaining to the prior acquisition of a subsidiary that is no
longer operating.
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) None.
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: January 6, 2000
CAM DESIGNS, INC.
/s/ Franz Skryanz
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Franz Skryanz
Secretary and Treasurer
(Principal Financial Officer)
8
CALCULATION OF EARNINGS PER SHARE
Exhibit 11
CAM Designs Inc $
EPS Calculations for period June 1, 1999 to Nov 30, 1999
Total loss as per unaudited interim financial statements (50,220)
Net loss per total weighted average (0.01)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This 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> 6-MOS
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-END> NOV-30-1999
<CASH> 24,500
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 24,500
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 24,500
<CURRENT-LIABILITIES> 149,484
<BONDS> 0
0
1
<COMMON> 3,343
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 24,500
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (50,220)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (50,220)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (50,220)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
