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: June 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 June 30, 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 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 intends to acquire antique,
museum quality timepieces 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 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.
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 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.
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: August 30, 1996 by: /s/ Mick Jardine, Chairman
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
BALANCE SHEET
ASSETS
June 30, December
1996 31, 1995
(Unaudited)
CURRENT ASSETS:
Cash in bank $ 7,688 $ 856
Inventory 35,500
Deferred offering costs - 6,744
Total Current Assets 43,188 7,600
OTHER ASSETS:
Organization costs, net of amortization of
$113 and $62 887 438
Total Other Assets 887 438
TOTAL ASSETS $ 44,075 $ 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 (2,586) (71)
Total Stockholders' Equity 44,075 7,929
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 44,075 $ 8,038
<PAGE>
FIRST AMERICAN CLOCK
CO.
(A Development Stage
Company)
STATEMENT OF
OPERATIONS
(Unaudited)
For the For the Cumulative
Three Six During
Months Months the
Ended Ended Development
June 30, June 30, Stage
1996 1995 1996 1995
REVENUES:
Interest $ 18 $ - $ 49 $ - $ 94
EXPENSES:
Bank charges 30 - 85 - 138
Amortization expense 25 12 50 12 113
Professional fees 1,485 - 1,485 - 1,485
License and fees 225 - 225 - 225
Travel 719 - 719 - 719
Total Expenses 2,484 12 2,564 12 2,680
NET LOSS $(2,466) $ (12) $(2,515) $ (12) $(2,586)
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 Six During
Months Months the
Ended Ended Development
June 30, June 30, Stage
1996 1995 1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES
Interest income $18 $0 $49 $0 $94
Bank charges (30) - (85) - (139)
Cash paid for organization
expenses,
suppliers and services (37,929) (500) (38,429) (500) (38,929)
Net Cash use by Operating (37,941) (500) (38,465) (500) (38,974)
Activities
CASH FLOWS FROM INVESTING ACTIVITIES - - - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock - 8,000 54,150 8,000 62,150
Deferred offering costs (1,737) (1,100) (8,853) (1,100) (15,488)
Net Cash Provided (Used) by
Financing Activities (1,737) 6,900 45,297 6,900 46,662
NET INCREASE (DECREASE) IN CASH (39,678) 6,400 6,832 6,400 7,688
CASH - BEGINNING OF PERIOD 47,366 - 856 - -
CASH - END OF PERIOD $7,688 $6,400 $7,688 $6,400 $7,688
RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED (USED) BY
OPERATING ACTIVITIES
NET INCOME (LOSS) $(2,466) $(12) $(2,515) $(12) $(2,586)
Adjustments to reconcile
net income (loss) to net cash
provided (used) by operating
activities
Amortization 25 - 50 - 112
Change in assets and
liabilities
Inventory costs (35,500) - (35,500) - (35,500)
Organization costs - (488) (500) (488) (1,000)
Total Adjustments (35,475) (488) (35,950) (488) (36,388)
NET CASH (USED) BY OPERATING
ACTIVITIES $(37,941) $(500) $(38,465) $(500) $(38,974)
<PAGE>
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 June
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 June 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.
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 7688
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 35500
<CURRENT-ASSETS> 43188
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 44075
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0
0
<COMMON> 908
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 44075
<SALES> 0
<TOTAL-REVENUES> 49
<CGS> 0
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<OTHER-EXPENSES> 2564
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2515)
<INCOME-TAX> 0
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