U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1996 Commission File No. 33-93994
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to .
FIRST AMERICAN CLOCK CO.
(Name of small business issuer in its charter)
Nevada 87-0543565
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
3211 South Highland Drive, Salt Lake City, Utah 84106
(Address of principal executive offices) (zip code)
Issuer's telephone number, including area code: (801) 484-8680
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Act: None
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 Issuer was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of the Issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The Issuer's revenues for its most recent fiscal year. $ 0.00
As of February, 1997, the aggregate market value of voting stock held by
non-affiliates was not determinable because of the lack of published market
quotations. (See Item 5 herein).
The number of shares outstanding of the Issuer's common stock at December 31,
1996: 800,000
1
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PART I
Item 1. Description of Business
(a) Business Development.
First American Clock Co. (the "Company") was recently incorporated under
the laws of the State of Nevada on May 17, 1995. In connection with the
organization of the Company, the President and founders of the Company
contributed $8,000 cash to initially capitalize the Company in exchange for
800,000 shares of Common Stock. The Company then registered a public offering
of its securities to raise funds from such offering with which to commence
business operations. The Company filed with the Securities and Exchange
Commission a registration statement on Form SB-2, Commission File No. 33-
93994, which became effective October 25, 1995. Pursuant thereto the Company
sold 108,300 shares of its common stock to the public at $.50 per share and
raised gross proceeds of $54,150. The offering was completed in March, 1996.
The Company then used the net proceeds from this offering to provide the
working capital necessary to commence business operations. The Company used
most of the proceeds of the offering to acquire inventory, and has no other
significant assets. However, the Company has not yet generated any revenues
from operations and is still considered a development stage company. To date,
activities have been limited to organizational matters, the preparation and
filing of the registration statement to register the offering of securities,
the closing of such offering, the acquisition of initial inventory and
commencement of limited operations.
(b) Business of Company.
General
The business and purpose of the Company's formation is to engage in the
business of purchasing or otherwise acquiring antique, museum quality clocks
and timepieces, principally from private collectors, for resale. The Company
plans to purchase and resell such timepieces to museums and other institutions
as well as private collectors and the general public. There is no assurance
that the business of the Company will be successful, and the Company presently
has no plans, commitments or arrangements with respect to any other potential
business venture. However, management believes, based on its experience and
knowledge in the industry, that the Company will be able to locate buyers and
sellers of such timepieces and be able to acquire suitable timepieces to buy
and sell.
The President of the Company, Mick Jardine, who has operational
management of the Company, has been engaged in the business of buying and
selling antique timepieces for over twenty years. Mr. Jardine's experience
includes not only buying and selling but also appraising, repairs and
restorations of antique clocks, including grandfather, wall, mantle and other
pendulum clocks, carriage clocks, pocket and wrist watches and other
timepieces of antiquity. Mr. Jardine believes that because of his years of
experience in and knowledge of the industry for antique timepieces, as well as
his contacts within the industry, he has the ability to survey known private
collectors and others who presently own antique, museum quality timepieces.
Mr. Jardine intends to maintain through his contacts an ongoing awareness of
the existing market and supply of such timepieces and identity of collectors
and other owners of such timepieces. Thereby he intends to be aware whenever
existing museum quality timepieces are available for sale and existing
collectors have the need or desire to liquidate. He also intends to
periodically travel in Europe and the United States for the purpose of making
direct contact with collectors and others, persuading them to sell, attending
auctions, and inspecting timepieces the Company might potentially be
interested in acquiring. However, there is no assurance that the business
<PAGE> 2
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.
The Company will generally acquire museum quality timepieces in good
condition and resell them as a dealer at whatever markup the Company can
negotiate or arrange. In some instances, the Company may act as a broker in
bringing a buyer and seller together, and charge a fee for such service.
Whenever the Company acts as a dealer or otherwise takes possession and
ownership of a timepiece for any length of time, it will attempt, insofar as
possible, to have prearranged a sale thereof or arrange a sale to an
interested buyer as soon as possible thereafter, so as to minimize the length
of time the Company has ownership and possession of timepieces and thereby
reduce the risk of any loss to the Company. Included among management's
contacts are numerous collectors and others potentially interested in buying
antique timepieces. Whenever the Company is able to arrange for the
acquisition of a timepiece, management will contact these people in an effort
to arrange a contemporaneous sale.
Management does not intend to utilize credit financing with regard to
the purchase of inventory. All purchases will be for cash and sales will be
made on the same basis. In some instances management may accept from
potential buyers deposits of 10% to 20% of the asking price to hold the
proposed sale for a period not to exceed 30 days.
Historical Background of The Industry
Mechanical clocks came into existence centuries ago and are the only
machines that have remained relatively unchanged; they are being made
essentially the same way now as they were when first invented. The
application of electricity and electronics to timekeeping nearly spelled the
death of the mechanical timekeeper that had regulated man's actions for
several hundred years, but recently there has been a revival of interest in
traditional clocks and watches. Since modern production emphasizes function
and low cost manufacture as well as planned obsolesence, many contemporary
clocks and timepieces perform reasonably well, but are short lived and lack
aesthetic appeal. This has led to a growing awareness that timepieces were
formerly considered not only practical devices, but also decorative, artistic
objects. Combined with their historic and nostalgic appeal, this has led to
an interest in the preservation of antique timepieces as an art form and as
collectors items, which in turn has resulted in an industry centered around
the buying and selling of such items as well as their repair and restoration.
The decorum of clocks was determined by the tastes and styles of the
times in the various countries, principally in Europe, where clockmaking began
to develop as early as the Thirteenth Century, with the invention and
production of wheel clocks. The tower clock soon proclaimed the time in
cathedrals and on town halls. In succeeding centuries, the characteristic
structures of these monumental clocks were miniaturized, and through the
invention of the coiled steel spring, clocks could be made smaller and
portable while still functioning as timepieces. By the mid Seventeenth
Century, clocks and watches were taken for granted as accessories. Their
indication of time had become familiar to all; division and regulation of the
hours had become an accepted part of community and household life.
The art and science of clockmaking, which was developed and passed on
from generation to generation in the guilds of medieval Europe, was
substantially assisted and improved with the development of state supported
research institutions to promote advancement of the arts and sciences, such as
the Royal Society in London (1660) and the Academie Royale des Seiences in
<PAGE> 3
Paris (1666). The invention of the pendulum as a device for more accurate
timekeeping heralded much better timekeeping devices as well as the creation
of new case forms to house this newly shaped mechanism. The clockmaker, who
only built the movements, was no longer responsible for this clock furniture
that now became a part of the decoration of rooms; others now made the
artistic designs for the cases as part of an aesthetic system determined by
aritists. Pendulum clocks were housed not only in large, floor standing
grandfather type cases, but also as highly decorative and ornamented wall
mounted clocks and mantlepiece clocks. The industrial revolution had
tremendous effects on lifestyles, resulting in a wealthy class that demanded
finely finished articles that were both useful and decorative. In the
Eighteenth and Nineteenth Centuries, clockmakers began making miniature clocks
intended for travel, using balance wheels or other mechanisms capable of
withstanding the jolting motion of carriages. These eventually were produced
as highly complex, superbly finished and beautifully encased portable clocks
which came to be known as carriage clocks.
Competition and Markets
The Company will operate in a highly competitive environment. The
market for antique, museum quality clocks and timepieces is very specialized
and limited and is composed of a very small number of private collectors,
museums and other institutions. The existing supply of such timepieces is
also very small, is finite and nonreproducible. There is no assurance the
Company will be able to persuade present owners of existing timepieces to
sell, or locate interested buyers, nor any assurance with respect to the
prices at which such persons may be willing to buy or sell.
Advertising and Marketing Strategy
The Company intends to market its services primarily through direct
contact with and solicitation of known potential customers whom members of
management are personally acquainted with or who are known within the
industry. The Company may also solicit business by selectively placing
advertisements in trade publications to reach potential customers management
is not personally acquainted with.
Employees
The Company presently has no employees, and does not presently
anticipate the need to hire employees upon completion of the offering.
Item 2. Properties
General.
The Company presently has no office facilities but for the time being
will have the use of the retail office facilities of Mr. Mick Jardine, its
President, in Salt Lake City, Utah, on a rent free basis as its principal
place of business for the time being. Management does not intend to seek
other office arrangements unless and until the Company's business requires
more extensive facilities, which is not anticipated in the foreseeable future.
Item 3. Legal Proceedings.
The Company is not a party to any material pending legal proceedings and,
to the best of its knowledge, no action has been threatened by or against the
Company.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders through the
<PAGE> 4
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
(a) Market information.
The Company's public offering was not closed until late March, 1996 and
the Common Stock of the Company was not eligible for trading in the over-the-
counter market until that time. However, any trading has been very limited
and sporadic, and there has not been nor is there presently any active public
trading market nor have there been any published quotations for the securities
of the Company.
(b) Holders.
As of January 19, 1997, there were 43 record holders of the Company's
Common Stock.
(c) Dividends.
The Company has not previously paid any cash dividends on common stock
and does not anticipate or contemplate paying dividends on common stock in the
foreseeable future. It is the present intention of management to utilize all
available funds for the development of the Company's business. The only
restrictions that limit the ability to pay dividends on common equity or that
are likely to do so in the future, are those restrictions imposed by law.
Under Nevada corporate law, no dividends or other distributions may be made
which would render the Company insolvent or reduce assets to less than the sum
of its liabilities plus the amount needed to satisfy any outstanding
liquidation preferences.
Item 6. Management's Discussion and Analysis or Plan of Operation.
The Company was incorporated on May 17, 1995. The Company has not yet
generated any revenues from operations and is considered a development stage
company. To date, activities have been limited to organizational matters, 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, 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 and
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
<PAGE> 5
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.
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 purchaseres 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.
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. (See
"Management").
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 has begun investigating
the antique timepiece market and entering into contractual or other
arrangements for acquisition of the inventory, and intends to resell such
inventory that it has acquired 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. 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.
Item 7. Financial Statements.
See attached Financial Statements and Schedules.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
There are not and have not been any disagreements between the Company
and their accountants on any matter of accounting principles or practices or
financial statement disclosure.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act
<PAGE> 6
(a) Identify Directors and Executive Officers.
The following table sets forth the sole director and executive officer
of the Company, his age, and all offices and positions with the Company. A
director is elected for a period of one year and thereafter serves until his
successor is duly elected by the stockholders and qualifies. Officers and
other employees serve at the will of the Board of Directors.
Term Served As Positions
Name of Director Age Director/Officer With Company
Mick Jardine 50 Since inception President & Secretary/Treasurer
A brief description of his background and business experience is as follows:
Mick Jardine serves as President, Secretary/Treasurer and Director of
the Company. Mr. Jardine attended college from 1964 to 1968 and served in the
U.S. Army from 1968 to 1971. While in the Army stationed in Germany, Mr.
Jardine worked with a German clockmaker, from whom he learned about
clockmaking, including antique clocks, their valuation, repair and
restoration. Since 1971, Mr. Jardine has been self employed in the retail and
wholesale clock business. Throughout that period of time, his business has
included importing and exporting and the acquisition, resale and restoration
of antique clocks from Europe and elsewhere. Antique clocks constitute the
bulk (approximately ninety percent) of Mr. Jardine's business, and museum
quality antique clocks have accounted for approximately ten percent of the
business. Mr. Jardine currently resides and maintains a retail and wholesale
antique clock business based in Salt Lake City, Utah.
The director holds no directorships in any other company subject to the
reporting requirements of the Securities Exchange Act of 1934.
(b) Identify Significant Employees.
None other than the person previously identified.
(c) Family Relationships.
None
(d) Involvement in Certain Legal Proceedings.
Except as described hereinabove, no present officer or director of the
Company; 1) has had any petition filed, within the past five years, in Federal
Bankruptcy or state insolvency proceedings on such person's behalf or on
behalf of any entity of which such person was an officer or general partner
within two years of filing; or 2) has been convicted in a criminal proceeding
within the past five years or is currently a named subject of a pending
criminal proceeding; or 3) has been the subject, within the past five years,
of any order, judgment, decree or finding (not subsequently reversed,
suspended or vacated) of any court or regulatory authority involving violation
of securities or commodities laws, or barring, suspending, enjoining or
limiting any activity relating to securities, commodities or other business
practice.
Compliance with Section 16(a) of the Exchange Act
The Issuer is not subject to the provisions of Section 16(a).
Item 10. Executive Compensation.
The Company was only recently incorporated, has not yet commenced
<PAGE> 7
planned operations and has not paid any compensation to its executive officer
or director to date.
Proposed Compensation. The sole officer/director will be entitled to
reimbursement of any out of pocket expenses reasonably and actually incurred
on behalf of the Company. Initially, it is anticipated that the officer will
only devote a portion of his time to the affairs of the Company. He will not
be employed full time and will not receive a regular salary, wage or other
cash compensation for his time, unless and until the Company's business
operations develop to the point where a full time or other extensive time
commitment is required. The Company presently has no formal employment
agreements or other arrangements or understandings with the officer regarding
the commitment of time or the payment of salaries or other compensation.
However, the officer is prepared to devote such time as may be necessary to
the development of the Company's business.
Compensation of Directors
None
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
The Company has not entered into any contracts or arrangements with any
named executive officer which would provide such individual with a form of
compensation resulting from such individual's resignation, retirement or any
other termination of such executive officer's employment with the Company or
its subsidiary, or from a change-in-control of the Company or a change in the
named executive officer's responsibilities following a change-in-control.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information with respect to the
beneficial ownership of the Company's common stock by each director of the
Company, each beneficial owner of more than five percent (5%) of said
securities, and all directors and executive officers of the Company as a
group:
Title of Amount and Nature of Percent
Name and Address Class Beneficial Ownership of Class
Mick Jardine Common 500,000 shares 55%
3211 S. Highland Dr.
Salt Lake City, UT 84106
Lynn Dixon Common 300,000 shares 33%
311 S. State, #460
Salt Lake City, UT 84111
All officers & directors Common 500,000 shares 55%
as a group (1 person)
The foregoing amounts include all shares these persons are deemed to
beneficially own regardless of the form of ownership. See "Certain
Transactions."
Item 12. Certain Relationships and Related Transactions.
The Company has entered into certain transactions with officers,
directors or affiliates of the Company which include the following:
In connection with the organization of the Company, its founding
<PAGE> 8
shareholders paid an aggregate of $8,000 cash ($5,000 from Mr. Jardine and
$3,000 from Mr. Dixon) to purchase 800,000 shares of Common Stock of the
Company at a price of $.01 per share.
The Company presently has no office facilities but for the time being
the Company will use as its principal place of business the retail shop and
office facilities of Mr. Mick Jardine on a rent free basis, until such time as
the business operations of the Company may require more extensive facilities
and the Company has the financial ability to rent commercial office space.
There is presently no formal written agreement for the use of such facilities,
and no assurance that such facilities will be available to the Company on such
a basis for any specific length of time. Mr. Jardine anticipates initially
devoting up to approximately 20% of his time to the affairs of the Company.
If and when the business operations of the Company increase and a more
extensive time commitment is needed, Mr. Jardine is prepared to devote more
time to the Company, in the event that becomes necessary.
The clocks and other inventory will be kept and maintained at the office
and retail shop maintained by Mr. Jardine in Salt Lake City, Utah. The
Company will not be required to pay rent for the use of such facilities, but
will pay for or reimburse Mr. Jardine for any additional out of pocket costs
incurred for storage, repairs or maintenance, including the cost of insurance,
if additional insurance is required over and above the amount customarily
maintained by Mr. Jardine. Travel and other expenses will be allocated to
whichever business they are specifically attributable. Any expenses
attributable to both will be allocated between the Company and Mr. Jardine's
business. Depending upon the particular facts and circumstances in each
instance, the determination of any allocation will be based on such factors as
the purpose of the expense and the relative amount of business done for each.
The Company has no formal written employment agreement or other
contracts with its President, and there is no assurance that the services and
facilities to be provided by Mr. Jardine will be available for any specific
length of time in the future. The amounts of compensation and other terms of
any full time employment arrangements with Mr. Jardine would be determined if
and when such arrangements become necessary.
Except as disclosed in this item, in notes to the financial statements
or elsewhere in this report, the Company is not aware of any indebtedness or
other transaction in which the amount involved exceeds $60,000 between the
Company and any officer, director, nominee for director, or 5% or greater
beneficial owner of the Company or an immediate family member of such person;
nor is the Company aware of any relationship in which a director or nominee
for director of the Company was also an officer, director, nominee for
director, greater than 10% equity owner, partner, or member of any firm or
other entity which received from or paid the Company, for property or
services, amounts exceeding 5% of the gross annual revenues or total assets of
the Company or such other firm or entity.
PART IV
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits to this report are all documents previously filed which
are incorporated herein as exhibits to this report by reference to
registration statements and other reports previously filed by the Company
pursuant to the Securities Act of 1933 and the Securities Exchange Act of
1934.
(b) Reports on Form 8-K have not been filed during the last quarter of
the fiscal year ended December 31, 1996.
<PAGE> 9
SIGNATURES
In accordance with Section 12 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
FIRST AMERICAN CLOCK CO.
By: /s/ Mick Jardine Date: February 27, 1997
Mick Jardine, President and Secretary/Treasurer
Chief Executive Officer and
Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and the
dates indicated.
By: /s/ Mick Jardine Date: February 27, 1997
Mick Jardine, President and Secretary/Treasurer
Chief Executive Officer and
Chief Financial Officer
<PAGE>
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non Reporting Issuers
No annual report or proxy statement has been sent to security holders.
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
FINANCIAL STATMENTS
FOR THE YEAR ENDED DECEMBER 31, 1996
AND
FROM INCEPTION (MAY 17, 1995) TO DECEMBER 31, 1995
WITH
INDEPENDENT AUDITOR'S REPORT
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
CONTENTS
Page
Independent Auditor's Report 1
Balance Sheets 2
Statements of Operations 3
Statement of Stockholders' Equity 4
Statements of Cash Flows 5
Notes to Financial Statements 6
<PAGE>
David T. Thomson P.C.
Certified Public Accountant
Independent Auditor's Report
To the Board of Directors
FIRST AMERICAN CLOCK CO.
Salt Lake City, Utah
I have audited the accompanying balance sheets of First American Clock Co. (a
development stage company), as of December 31, 1996 and 1995, and the related
statements of operations, stockholders' equity, and cash flows for the year
ended December 31, 1996 and from inception (May 17, 1995) to December 31, 1995
and for the period from inception (May 17, 1995) to December 31, 1996. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on the financial statements based on
my audits.
I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audits provide a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First American Clock Co., as
of December 31, 1996 and 1995, and the results of its operations and its cash
flows for the year ended December 31, 1996 and from inception (May 17, 1995)
to December 31, 1995 and from inception (May 17, 1995) to December 31, 1996 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial
statements, the Company is in the development stage and has incurred a net
loss of $3,903 for 1996 and has incurred net losses since inception. At
December 31, 1996 the capital has only $410 of cash available to pay operating
expenses. These factors, and the others discussed in Note 4 raise substantial
doubt about the Company's ability to continue as a going concern. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
/s/ David T. Thomson P.C.
Salt Lake City, Utah
February 5, 1997
1
180 South 300 West, Suite 329, Salt Lake City, Utah 84101 (801) 328-3900
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
CONDENSED BALANCE SHEET
ASSETS
December 31, 1996 December 31, 1995
CURRENT ASSETS:
Cash in bank $ 410 $ 856
Inventory 42,500 -
Deferred offering costs - 6,744
Total Current Assets 42,910 7,600
OTHER ASSETS:
Organization costs, net of
amortization of $213 and $62 787 438
Total Other Assets 787 438
TOTAL ASSETS $ 43,697 $ 8,038
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ $ 109
Accrued interest payable 10 -
Stockholder advances 1,000 -
Total Current Liabilities 1,010 109
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, respectively 908 800
Capital in excess of par value 45,753 7,200
Earnings (deficit) accumulated during the
development stage (3,974) (71)
Total Stockholders' Equity 42,687 7,929
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 43,697 $ 8,038
2
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
From Inception From Inception
For the (May 17, 1995) (May 17, 1995)
Year To To
December 31 December 31 December 31
1996 1995 1996
REVENUE
Interest $ 49 $ 45 $ 94
EXPENSES
Bank charges 168 54 222
Amortization expense 150 62 212
Professional fees 2,160 2,160
License and fees 745 745
Travel 719 719
Interest
Total expenses 3,952 116 4,068
NET INCOME (LOSS) $ (3,903) $ (71) $ (3,974)
EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00)
3
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Earnings
(Loss)
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
BALANCE, May 17, 1995 (inception) - $ - $ - $ -
Shares issued to initial
stockholders for cash, May 17,
1995 at $.01 per share 800,000 800 7,200 -
Net income (loss) from May 17,
1995 (inception) to December
31, 1995 (71)
BALANCE, December 31, 1995 800,000 $ 800 $ 7,200 $ (71)
Shares issued to the public at
$.50 per share, March 1996 108,300 108 54,042 -
Direct costs of public offering
of common stock - - (15,489) -
Net income (loss) for the year
ended December 31, 1996 - - - (3,903)
BALANCE, December 31, 1996 $ 908,3 $ 908 $ 45,753 $ (3,974)
4
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
From Inception From Inception
For the (May 17, 1995) (May 17, 1995)
Year Ended to to
December 31 December 31 December 31
1996 1995 1996
INCREASE (DECREASE) IN CASH
CASH FLOWS FROM OPERATING ACTIVITIES
Interest income $ 49 $ 45 $ 94
Bank charges (168) (54) (222)
Cash paid for organization expense,
supplies and services (46,623) (500) (47,123)
Net Cash used by Operating Activities (46,742) (509) (47,251)
CASH FLOWS FROM INVESTING ACTIVITIES - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 54,150 8,000 62,150
Deferred offering costs (8,854) (6,635) (15,489)
Stockholder advances 1,000 - 1,000
Net Cash Provided by Financing
Activities 46,296 1,365 47,661
NET INCREASE (DECREASE) IN CASH (446) 856 410
CASH - BEGINNING OF PERIOD 856 - -
CASH - END OF PERIOD $ 410 $ 856 $ 410
RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED (USED) BY OPERATING
ACTIVITIES
NET INCOME (LOSS) $ (3,903) $ (71) $ (3,974)
Adjustments to reconcile net income
(loss) to net cash provided (used)
by operating activities
Amortization 151 - 213
Change in assets and liabilities
Inventory costs (42,500) - (42,500)
Organization costs (500) (438) (1,000)
Accrued interest payable 10 - 10
Total Adjustments (42,839) (438) (43,277)
NET CASH (USED) BY OPERATING ACTIVITIES $ (46,742) $ (509) $ (47,251)
5
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of the State of
Nevada on May 17, 1995, and has elected a fiscal year end of December 31st.
The Company has not commenced planned principle operations and is considered a
development stage company as defined in SFAS No. 7. The Company has sold stock
to raise funds so it can engage in the business of purchasing or otherwise
acquiring antique, museum quality clocks, watches and other timepieces for
resale. The Company, has at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors. The Company's only
revenue is through interest earnings. The Company has purchased $42,500 of
antique clocks which it is presently trying to sell.
Net Income Per Share - The computation of net income (loss) per share of
common stock is based on the weighted average number of shares outstanding
during the periods presented.
Organization Costs - The Company is amortizing its organization costs,
which reflect amounts expended to organize the Company, over sixty (60) months
using the straight-line method.
Income Taxes - Due to operating losses at December 31, 1996 and 1995,
no provision for income taxes has been made. There are no deferred income
taxes resulting from income and expense items being reported for financial
accounting and tax reporting purposes in different periods. The Company has a
net operating loss carryforward of $3,974. Of which $3,903 and $71 will
expire in the years 2011 and 2010. A valuation allowance of $596 has been
established for those tax credits which are not expected to be realized. This
allowance increased $585 in 1996.
Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents. At December 31,
1996 and 1995 the Company did not have non-cash investing and financing
activities.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Inventory - Inventories are stated at the lower of cost, determined by
the First-in, First-out method, or market. All inventory is antique clocks
purchased for resale.
Earnings Per Share - The computation of earnings per share is based on the
weighted average number of shares outstanding during the period. The Company
does not have common stock equivalents
6
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - COMMON STOCK TRANSACTIONS
The Company was formed through the issuance of 800,000 shares of common
stock for $8,000.
The Company filed and completed a registration statement through which it
offered a minimum of 100,000 shares to a maximum of 200,000 shares of the
Company's common stock to the public at $.50 per share for a total of $50,000
(minimum) to $100,000 (maximum). The offering was managed by the Company and
the shares were offered and sold by the officer of the Company, without any
discounts or other commission. The registration statement became effective
October 25, 1995 and the Company completed the offering of its common stock
during March 1996. The Company sold 108,300 shares of its common stock to the
public at $.50 per share and raised gross proceeds of $54,150. Costs of the
offering were $15,489.
NOTE 3 - RELATED PARTY TRANSACTIONS
An officer of the company is providing office space to the Company on a
rent free basis. As of December 31, 1996 and 1995 no compensation has been
paid or accrued to any officers or directors of the Corporation.
A stockholder of the Company has advanced $1,000 to the Company to be
used for operating capital. The loan is short term, unsecured and it is
anticipated that it will be repaid as soon a funds are available. The Company
is accruing interest on the loan at 6%.
NOTE 4 - GOING CONCERN
The accompanying financial statement have been prepared in conformity
with generally accepted accounting principles, which contemplates continuation
of the Company as a going concern. However, the Company has generated
operating losses since inception. In addition, the Company has limited working
capital and has all of its operating capital tied up in inventory. The Company
has had to borrow from a stockholder to paid certain operating expenses.
In view of these matters, the ongoing existence of the Company is
dependent upon the Company's ability to meet its operating and debt repayment
requirements, and the success of its future operations through the sale of its
inventory. Management believes that actions presently being taken to sell
inventory and keep expenditures to a minimum provide the opportunity of the
Company to continue as a going concern.
7
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER
31, 1996 FINANCIAL STATEMENTS OF FIRST AMERICAN CLOCK CO. AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-END> DEC-31-1996 DEC-31-1995
<CASH> 410 856
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 42,500 0
<CURRENT-ASSETS> 42,910 7,600
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 43,697 8,038
<CURRENT-LIABILITIES> 1,010 109
<BONDS> 0 0
0 0
0 0
<COMMON> 908 800
<OTHER-SE> 41,779 7,129
<TOTAL-LIABILITY-AND-EQUITY> 43,697 8,038
<SALES> 0 0
<TOTAL-REVENUES> 49 45
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 3,952 116
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (3,903) (71)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (3,903) (71)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (3,903) (71)
<EPS-PRIMARY> (0.00) (0.00)
<EPS-DILUTED> (0.00) (0.00)
</TABLE>
