U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 33-93994
FIRST AMERICAN CLOCK CO.
(Exact name of registrant as specified in its charter)
NEVADA 87-0543565
(State or other jurisdiction (IRS Employer ID No.)
of incorporation or organization)
3211 South Highland Drive
Salt Lake City, Utah 84106
(Address of principal executive offices)
(801) 484-8680
(Registrant's telephone number, including area code)
Check whether the issuer (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 report(s), and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
The number of $.001 par value common shares outstanding at March
31, 1996: 908,300
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
See attached.
Item 2: Management's Discussion & Analysis or Plan of Operations
The Company was only recently incorporated on May 17, 1995.
The Company has not commenced planned principal operations and is
considered a development stage company. To date, activities have
been limited to organizational matters and the preparation and
filing of the registration statement to register a public
offering of its securities, pursuant to which the Company offered
and sold 108,300 shares of common stock and raised gross proceeds
of $54,150. Such offering was not completed and closed until
late March, 1996. The Company has no significant assets other
than the net proceeds from the offering, no active business
operations as of the filing of this report, nor any results therefrom.
Management's plan of operation for the next twelve months is
to use the net proceeds from the offering to acquire antique,
museum quality clocks, watches and other timepieces for resale.
A portion of the proceeds will also be used to provide initial
working capital for the operation of the Company's proposed
business. The Company is totally dependent upon the net proceeds
of this offering to provide the working capital necessary to
commence its intended business operations. The Company was
formed to engage in the business of retailing and/or wholesaling
unusual and unique timepieces of museum quality. The Company
intends to acquire antique, museum quality timepieces that
heretofore have not been available to the general buying public,
and market such timepieces to museums or other institutional
buyers, private collectors and the general public. This is based
solely on management's belief that in some instances the
timepieces it may acquire are presently in the hands of private
collectors who are not holding them out for sale to the general
public. In the event the Company acquires such pieces but does
not, in any instance, have a prearranged buyer, it would make
such items available for sale to the general public through Mr.
Jardine's retail business.
Inasmuch as the offering was not completed and the Company
did not receive any net proceeds therefrom until late March,
1996, the Company has not yet entered into any contractual
commitments with respect to the acquisition of any clocks or
timepieces. There is absolutely no assurance that the proposed
business will succeed and that the Company will be able, with the
proceeds of the offering, to find and acquire the type of
antique, museum quality clocks and timepieces that it desires to
acquire. In the event the proposed business is unsuccessful,
there is no assurance the Company could successfully become
involved in any other business venture. The Company presently
has no plans, commitments or arrangements with respect to any
other proposed business venture.
Mr. Jardine, the President and sole officer and director, is
aware and has inquired of several dozen persons known to him to
be interested in buying museum quality antique timepieces and is
aware of more than a dozen collectors who are interested in
selling pieces from their collections, including individuals in
both the United States and Europe with extensive collections.
Mr. Jardine is also aware of auctions, shows and other events
where buying and selling takes place which he plans to attend to
the extent funds permit. Based on this, as well as his general
knowledge of the industry, Mr. Jardine believes that the Company
will be able to find and acquire the necessary timepieces to have
suitable inventory to market. Mr. Jardine intends to investigate
the museum quality antique timepiece market in both the United
States and Europe, and believes that with his 25 years of
experience in purchasing and selling antique clocks in the United
States and Europe that the Company should be able to find
sufficient inventory to acquire and market. However, there is no
assurance that the business skills acquired by the President in
the general antique clock market will enable him to buy and sell
museum quality antique timepieces, since he has only limited
prior experience in this limited aspect of the more general
antique clock market.
At this time, no assurances can be given with respect to the
timing of commencement of operations or the length of time after
commencement that it will be necessary to fund operations from
proceeds of the offering. Management intends to begin
investigating the antique timepiece market and entering into
contractual or other arrangements for acquisition of the
inventory as soon as possible now that the offering is completed
and the proceeds therefrom received by the Company, and to resell
such inventory as quickly as possible at a sufficient markup to
cover travel and other marketing expenses as well as provide
additional proceeds for the continuing acquisition of inventory.
Management believes that the proceeds of the offering will
be sufficient for acquisition of several timepieces and will
cover the operating expenses of the Company for up to six months
after commencement of operations, during which time management
believes the company can begin generating sufficient revenues
from sales and operations to thereafter cover ongoing expenses.
However, there is absolutely no assurance of this, and if the
Company is unable to generate sufficient revenues from operations
to cover expenses within such time frame, it will have to seek
additional debt or equity financing for which it has no
commitments.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Change in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
First American Clock Co.
Date: May , 1996 by: /s/ Mick Jardine
Mick Jardine, Chairman
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
CONDENSED BALANCE SHEET
ASSETS
March 31, December 31,
1996 1995
(Unaudited)
CURRENT ASSETS:
Cash in bank $ $
47,366 856
Deferred offering costs
- 6,744
Total Current Assets
47,366 7,600
OTHER ASSETS:
Organization costs, net of
amortization of $88 and $62 912 438
Total Other Assets
912 438
TOTAL ASSETS $ $
48,278 8,038
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ $
- 109
Total Current Liabilities
- 109
STOCKHOLDERS' EQUITY:
Preferred stock; $.001 par value,
5,000,000 shares authorized,
no shares issued and
outstanding - -
Common stock; $.001 par value,
50,000,000 shares authorized,
908,300 and 800,000 shares
issued and outstanding 908 800
Capital in excess of par value 47,490 7,200
Earnings (deficit) accumulated
during the development stage (120) (71)
Total Stockholders' Equity
48,278 7,929
TOTAL LIABILITIES AND STOCKHOLDERS' $ $
EQUITY 48,278 8,038
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
CONDENSED STATEMENT OF
OPERATIONS
For the From Cumulative
Inception
Three (May 17, During the
Months 1995)
Ended To Development
March 31, December Stage
1996 31, 1995
(Unaudited) (Unaudited)
REVENUE
Interest $ $ $
31 45 76
EXPENSES
Bank charges
55 54 109
Amortization expense
25 62 87
80 116 196
NET INCOME (LOSS) $ $ $
(49) (71) (120)
EARNINGS (LOSS) PER SHARE $ $ $
(0.00) (0.00) (0.00)
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
CONDENSED STATEMENT OF CASH FLOWS
For the From Cumulative
Inception
Three Months (May 17, During the
1995)
Ended to Development
March 31, December Stage
1996 31, 1995
(Unaudited) (Unaudited)
INCREASE (DECREASE) IN CASH
CASH FLOWS FROM OPERATING
ACTIVITIES
Interest income $ $ $
31 45 76
Bank charges
(55) (54) (109)
Cash paid for
organization expense (500) (500) (1,000)
Net Cash use by
Operating Activities (524) (509) (1,033)
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of common stock
54,150 8,000 62,150
Deferred offering costs
(7,116) (6,635) (13,751)
Net Cash Provided
by Financing Activities 47,034 1,365 48,399
NET INCREASE (DECREASE) IN
CASH 46,510 856 47,366
CASH - BEGINNING OF PERIOD
856 - -
CASH - END OF PERIOD $ $ $
47,366 856 47,366
RECONCILIATION OF NET INCOME
TO NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES
NET INCOME (LOSS) $ $ $
(49) (71) (120)
Adjustments to reconcile net
income (loss) to net cash
provided (used) by
operating activities
Amortization
25 62 87
Change in assets
and liabilities
Organization
costs (500) (500) (1,000)
Total
Adjustments (475) (438) (913)
NET CASH (USED) BY OPERATING $ $ $
ACTIVITIES (524) (509) (1,033)
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statement have been prepared by
the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial
position, results of operation and cash flows at March 31,
1996 and for all periods presented have been made.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed
or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial states
and notes thereto included in the Company's December 31,
1995 audited financial statements. The results of operations
for the period ended March 31, 1995 are not necessarily
indicative of the operating results for the full year.
NOTE 2 - COMPLETED OFFERING OF STOCK
During the quarter ended March 31, 1996 the Company
completed an offering of its common stock in which it sold
108,300 shares of its stock to the public at $.50 per share
and raised gross proceeds of $54,150. Direct costs of the
offering were $14,552 of which $800 was billed and paid
subsequent to March 31, 1996.
