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, 1998
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, 1998: 908,300
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
CONDENSED BALANCE SHEET
ASSETS
June 30, December 31,
1998 1997
------------------
(Unaudited)
CURRENT ASSETS:
Cash in bank $162 $291
Prepaid expenses 280 0
------------------
Total Current Assets 442 291
--------- --------
OTHER ASSETS:
Investment in clocks 33,500 33,500
Organization costs, net of amortization of 487 587
$513 and $413
--------- --------
Total Other Assets 33,987 34,087
--------- --------
TOTAL ASSETS $34,429 $34,378
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $0 $62
Franchise tax payable 0 100
Accrued interest payable 177 78
Refund due customer 3,350 3,350
Stockholder advances 5,350 2,250
------------------
Total Current Liabilities 8,877 5,840
--------- --------
STOCKHOLDERS' EQUITY:
Preferred stock; $.001 par value, 5,000,000 shares
authorized, no shares issued and outstanding 0 0
Common stock; $.001 par value, 50,000,000 shares
authorized, 908,300 and 908,300 shares issued 908 908
and outstanding respectively
Capital in excess of par value 45,753 45,753
Earnings (deficit) accumulated during the (21,109) (18,123)
development stage
--------- --------
Total Stockholders' Equity 25,552 28,538
--------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $34,429 $34,378
========= ========
See Notes to Condensed Financial Statements
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
For the Three For the Six Cumulative
Months Ended Months Ended During the
June 30, June 30, Development
1998 1997 1998 1997 Stage
---------------------------------------
REVENUE
Clock sales $0 $0 $0 $5,500 $0
Costs of goods sold 0 0 0 (4,500) 0
---------------------------------------
Total revenues 0 0 0 1,000 0
---------------------------------------
EXPENSES
Interest 66 15 99 30 177
Bank charges 17 16 34 30 322
Professional fees 2,555 625 2,555 2,882 8,948
Amortization expense 50 50 100 100 512
Other fees 135 85 198 420 1,525
Travel 0 0 0 0 719
Investment write-down 0 0 0 0 9,000
---------------------------------------
Total expenses 2,823 791 2,986 3,462 21,203
--------------- -----------------------
OPERATING INCOME (LOSS) (2,823) (791) (2,986) (2,462)(21,203)
OTHER INCOME (EXPENSE)
Interest 0 0 0 0 94
--------------- -----------------------
NET INCOME (LOSS) $(2,823) $(791) $(2,986)$(2,462)$(21,109)
=============== =======================
EARNINGS (LOSS) PER SHARE $0.00 $0.00 $0.00 $0.00 $0.02
=============== =======================
See Notes to Condensed Financial Statements
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
For the Three For the Six Cumulative
Months Ended Months Ended During the
June 30, June 30, Development
1998 1997 1998 1997 Stage
INCREASE (DECREASE) IN CASH
CASH FLOWS FROM OPERATING ACTIVITIES
Sales $0 $600 $0 $2,600 $0
Deposit due customer 0 0 0 3,350
Interest income 0 0 0 0 94
Bank charges (17) 0 (34) (14) (323)
Cash paid for organization (3,070) (1,101) (3,195) (2,943) (12,470)
expense, supplies and services
-------------------------------------
Net Cash Provided (Used) by (3,087) (501) (3,229) (357) (9,349)
Operating Activities
-------------- ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in clocks 0 0 0 0 (42,500)
-------------- ----------------------
Net Cash (Used) by Investing 0 0 0 0 (42,500)
Activities
-------------- ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 0 0 0 0 62,150
Deferred offering costs 0 0 0 0 (15,489)
Stockholder advances 3,100 0 3,100 0 5,350
-------------- ----------------------
Net Cash Provided by Financing 3,100 0 3,100 0 52,011
Activities
-------------- ----------------------
NET INCREASE (DECREASE) IN CASH 13 (501) (129) (357) 162
CASH - BEGINNING OF PERIOD 149 554 291 410 0
-------------- ----------------------
CASH - END OF PERIOD $162 $53 $162 $53 $162
=====================================
RECONCILIATION OF NET INCOME TO
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES
NET INCOME (LOSS) $(2,823) $(791) $(2,986) $(2,462) $(21,109)
-------------- ----------------------
Adjustments to reconcile net income
(loss) to net cash provided (used)
by operating activities
Amortization 50 50 100 100 513
Investment write-down 0 0 0 0 9,000
Change in assets and liabilities
Pre-paid expense (280) 0 (280) 0 (280)
Inventory costs 0 0 0 4,500 0
Organization costs 0 0 0 0 (1,000)
Account receivable 0 600 0 (2,900) 0
Accrued interest payable 66 15 99 30 177
Accounts payable and franchise (100) (375) (162) 375 0
tax payable
Refund due customer 0 0 0 0 3,350
-------------------------------------
Total Adjustments (264) 290 (243) 2,105 11,760
-------------- ----------------------
NET CASH (USED) BY OPERATING $(3,087) $(501) $(3,229) $(357) $(9,349)
ACTIVITIES
See Notes to Condensed Financial Statements
<PAGE>
FIRST AMERICAN CLOCK CO.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The Company, without audit, has prepared the accompanying
financial statements. 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, 1998 and 1997 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, 1997 audited financial
statements. The results of operations for the periods ended June
30, 1998 and 1997 are not necessarily indicative of the operating
results for the full year.
<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.
There is absolutely no assurance that the business will
succeed and that the Company 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>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
(a) None.
(b) None.
(c) See Part I, Item 1 (financial statements) and Item 2
(management's discussion) for financial information and
a narrative discussion regarding use of proceeds.
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>
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 26, 1998 by: /s/Mick Jardine
Mick Jardine, Chairman
<PAGE>
<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-30-1998
<CASH> 162
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<ALLOWANCES> 0
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<CURRENT-LIABILITIES> 8,877
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0
0
<COMMON> 908
<OTHER-SE> 45,573
<TOTAL-LIABILITY-AND-EQUITY> 34,429
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<CGS> 0
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<INTEREST-EXPENSE> 66
<INCOME-PRETAX> (2,823)
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</TABLE>
