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: September 30, 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 (I.R.S. Employer
of incorporation or organization) Identification No.)
861 East Baker Street, Midvale, Utah 84047
(Address of principal executive offices)
(801) 484-8680
(Registrant's telephone number, including area code)
3211 South Highland Drive, Salt Lake City, Utah 84106
(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 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 September 30, 1996:
908,300
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
BALANCE SHEET
ASSETS
September 30, December
1996 31, 1995
(Unaudited)
CURRENT ASSETS:
Cash in bank $ 72 $ 856
Inventory 42,500
Deferred offering costs - 6,744
Total Current Assets 42,572 7,600
OTHER ASSETS:
Organization costs, net of amortization of
$113 and $62 837 438
Total Other Assets 887 438
TOTAL ASSETS $ 43,409 $ 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 45,753 7,200
Earnings (deficit) accumulated during the
development stage (3,252) (71)
Total Stockholders' Equity 43,409 7,929
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 43,409 $ 8,038
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
For the For the Cumulative
Three Nine During
Months Months the
Ended Ended Development
September 30, September 30, Stage
1996 1995 1996 1995
REVENUES:
Interest $ - $ 21 $ 49 $ 21 $ 94
EXPENSES:
Bank charges 66 21 151 21 204
Amortization expense 50 25 100 37 163
Professional fees 375 - 1,860 - 1,860
License and fees 175 - 400 - 400
Travel - - 719 - 719
Total Expenses 666 46 3,230 58 3,346
NET LOSS $ (666) $ (25) $(3,181) $ (37) $(3,252)
LOSS PER SHARE $0.00 $0.00 $0.00 $0.00 $(0.04)
<PAGE>
FIRST AMERICAN CLOCK, CO.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
For the For the Cumulative
Three Nine During
Months Months the
Ended Ended Development
September 30, September 30, Stage
1996 1995 1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES
Interest income $ - $21 $49 $21 $94
Bank charges (66) (21) (151) (21) (205)
Cash paid for organization
expenses, suppliers and
services (7,550) - (45,979) (500) (46,479)
Net Cash used by Operating (7,616) - (46,081) (500) (46,590)
Activities
CASH FLOWS FROM INVESTING ACTIVITIES - - - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock - - 54,150 8,000 62,150
Deferred offering costs - (5,000) (8,853) (6,100) (15,488)
Net Cash Provided (Used) by
Financing Activities - 5,000 45,297 1,900 46,662
NET INCREASE (DECREASE) IN CASH (7,616) 5,000 (784) 1,400 72
CASH - BEGINNING OF PERIOD 7,688 6,400 856 - -
CASH - END OF PERIOD $ 72 $1,400 $ 72 $1,400 $ 72
RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED (USED) BY
OPERATING ACTIVITIES
NET INCOME (LOSS) $ (666) $(25) $(3,181) $(37) $(3,252)
Adjustments to reconcile
net income (loss) to net cash
provided (used) by operating
activities
Amortization 50 - 100 - 162
Change in assets and
liabilities
Inventory costs (7,000) - (42,500) - (42,500)
Organization costs - (25) (500) (463) (1,000)
Total Adjustments (6,950) (25) (42,900) (463) (43,338)
NET CASH (USED) BY OPERATING
ACTIVITIES $ (7,616) $ - $(46,081) $(500) $(46,590)
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 September
30, 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 statement. The results of
operations for the periods ended September 30, 1996 and 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 l08,300 shares of its
stock to the public at $.50 per share and raised gross proceeds of
$54.150. Direct costs of the offering were $17,007.
<PAGE>
Item 2: Management's Discussion & Analysis or Plan of Operations
The Company was only recently incorporated on May 17, 1995. The Company
has not yet generated revenues from operations and is considered a development
stage company. To date, activities have been limited to organizational
matters, the preparation and filing of a 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), and
purchases of initial inventory. 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 and the inventory purchased.
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 conduct 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 has acquired antique, museum quality timepieces and intends to
market such timepieces to museums or other institutional buyers, private
collectors and the general public.
Inasmuch as the offering was not completed and the Company did not
receive any net proceeds therefrom until late March, 1996, the Company did not
commence operations until after the offering closed, and has only made
purchases of inventory thus far, but has not yet generated any revenues from
sales. 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, acquire and resell the type of antique, museum quality clocks and
timepieces that it desires to market. 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.
At this time, no assurances can be given with respect to the length of
time after commencement of operations that it will be necessary to fund
operations from proceeds of the offering. Management began investigating the
antique timepiece market and entering into contractual or other arrangements
for acquisition of the inventory as soon as possible after the offering was
completed and the proceeds therefrom received by the Company, and intneds 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 managment 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.
<PAGE>
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: November 22, 1996 by: /s/ Mick Jardine, Chairman
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited interim financial statements as of September 30, 1996, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
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<PERIOD-END> SEP-30-1996
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0
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