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, 1997
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.)
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 June 30, 1997:
908,300
PAGE
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
ASSETS
June 30, 1997 December 31, 1996
------------- -----------------
(Unaudited)
CURRENT ASSETS:
Cash in bank $ 53 $ 410
Accounts receivable 2,900 -
Inventory 38,000 42,500
------------- -----------------
Total Current Assets 40,953 42,910
------------- -----------------
OTHER ASSETS:
Organization costs, net of amortization of
$313 and $213 687 787
------------- -----------------
Total Other Assets 687 787
------------- -----------------
TOTAL ASSETS $ 41,640 $ 43,697
------------- -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 375 $ -
Accrued interest payable 40 10
Stockholder advances 1,000 1,000
------------- -----------------
Total Current Liabilities 1,415 1,010
------------- -----------------
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 908,300
shares issued and outstanding respectively 908 908
Capital in excess of par value 45,753 45,753
Earnings (deficit) accumulated during the
development stage (6,436) (3,974)
------------- -----------------
Total Stockholders' Equity 40,225 42,687
------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 41,640 $ 43,697
------------- -----------------
The accompanying notes are an integral part of these financial statements
PAGE
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three For the Six Cumulative
Months Ended Months Ended During the
June 30, June 30, Development
1997 1996 1997 1996 Stage
------ ------ ------- ------- --------
REVENUE
Clock sales $ - $ - $ 5,500 $ - $ 5,500
Costs of goods sold - - (4,500) - (4,500)
------ ------ ------- ------- --------
Total revenues - - 1,000 - 1,000
EXPENSES
Interest 15 - 30 - 40
Bank charges 16 30 30 85 252
Professional fees 625 1,485 2,882 1,485 5,042
Amortization expense 50 25 100 50 313
Other fees 85 225 420 225 1,164
Travel - 719 - 719 719
------ ------ ------- ------- --------
Total expenses 791 2,484 3,462 2,564 7,530
------ ------ ------- ------- --------
OPERATING INCOME (LOSS) 791 (2,484) (2,462) (2,564) (6,530)
OTHER INCOME (EXPENSE)
Interest - 18 - 49 94
------ ------ ------- ------- --------
NET INCOME (LOSS) $ (791) $(2,466) $(2,462) $(2,515) $ (6,436)
------ ------ ------- ------- --------
EARNINGS (LOSS) PER SHARE $(0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.01)
------ ------ ------- ------- --------
The accompanying notes are an integral part of these financial statements
PAGE
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three For the Six Cumulative
Months Ended Months Ended During the
June 30, June 30, Development
1997 1996 1997 1996 Stage
------- -------- ------- ------- --------
INCREASE (DECREASE) IN CASH
CASH FLOWS FROM OPERATING
ACTIVITIES
Sales $ 600 $ - $ 2,600 $ - $ 2,600
Interest income - 18 - 49 94
Bank charges - (30) (14) (85) (236)
Cash paid for organization
expense, supplies and
services (1,101) (37,929) (2,943) (38,429) (50,066)
------- -------- ------- -------- --------
Net Cash Provided (Used)
by Operating Activities (501) (37,941) (357) (38,465) (47,608)
------- -------- ------- -------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES - - - - -
------- -------- ------- -------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of common stock - - - 54,150 62,150
Deferred offering costs - (1,737) - (8,853) (15,489)
Stockholder advances - - - - 1,000
------- -------- ------- -------- --------
Net Cash Provided (Used)
by Financing Activities - (1,737) - 45,297 47,661
------- -------- ------- -------- --------
NET INCREASE (DECREASE) IN CASH (501) (39,678) (357) 6,832 53
CASH - BEGINNING OF PERIOD 554 47,366 410 856 -
CASH - END OF PERIOD $ 53 $ 7,688 $ 53 $ 7,688 $ 53
------- -------- ------- -------- --------
RECONCILIATION OF NET INCOME TO
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES
NET INCOME (LOSS) $ (791) $ (2,466) $(2,462) $ (2,515) $ (6,436)
------- -------- ------- -------- --------
Adjustments to reconcile net
income (loss) to net cash
provided (used) by operating
activities
Amortization 50 25 100 5 313
Change in assets and
liabilities
Inventory costs - (35,500) 4,500 (35,500) (38,000)
Organization costs - - - - (1,000)
Accounts receivable 600 - (2,900) - (2,900)
Accrued interest payable 15 - 3 - 40
Accounts payable (375) - 375 (500) 375
------- -------- ------- -------- --------
Total Adjustments 290 (35,475) 2,105 (35,950) (41,172)
------- -------- ------- -------- --------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES $ (501) $(37,941) $ (357) $(38,465) $(47,608)
------- -------- ------- -------- --------
The accompanying notes are an integral part of these financial statements
PAGE
<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, 1997 and 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
statements and notes thereto included in the Company's December 31, 1996
audited financial statements. The results of operations for the periods ended
June 30, 1997 and 1996 are not necessarily indicative of the operating results
for the full year.
PAGE
<PAGE>
Item 2: Management's Discussion & Analysis or Plan of Operations
The Company was incorporated on May 17, 1995. The Company has not yet
generated any significant 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, the closing of such offering and the acquisition of initial inventory
and commencement of limited operations. The Company has no significant assets
other than the inventory initially acquired with the net proceeds from the
offering.
The Company used most of the net proceeds from the offering to acquire
antique, museum quality clocks, watches and other timepieces for resale. A
portion of the proceeds was also used to provide initial working capital for
the commencement of operations of the Company's business. Management's plan
of operation for the next twelve months is to attempt to arrange suitable
resales of the existing inventory to generate revenues from operations and
provide sufficient proceeds to acquire additonal items of inventory. 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 that heretofore have not been available to
the general buying public, and intends to 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.
There is absolutely no assurance that the 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 or will be able to find purchasers for and arrange suitable
resales of the inventory it has already acquired. 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. If the Company is unable to
generate sufficient revenues from operations to cover expenses it may have to
seek additional debt or equity financing for which it has no commitments.
PAGE
<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
PAGE
<PAGE>
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 14, 1997 by: /s/Mick Jardine
Mick Jardine, Chairman
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIRST AMERICAN CLOCK CO. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1997
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0
0
<COMMON> 908
<OTHER-SE> 41,317
<TOTAL-LIABILITY-AND-EQUITY> 41,640
<SALES> 5,500
<TOTAL-REVENUES> 5,500
<CGS> 4,500
<TOTAL-COSTS> 4,500
<OTHER-EXPENSES> 3,462
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<INCOME-PRETAX> (2,462)
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