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, 1998 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.)
953 East 3665 South, Salt Lake City, Utah 84106
(Address of principal executive offices) (zip code)
Issuer's telephone number, including area code: (801) 486-9452
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 18, 1999, the aggregate market value of voting stock held by
non-affiliates was approximately $1,083,000.
The number of shares outstanding of the Issuer's common stock at December 31,
1998: 908,300
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(A) BUSINESS DEVELOPMENT.
First American Clock Co. (the "Company") was 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 of the offering to acquire inventory, and provide working
capital for its business operations. However, the Company did not generate
any significant revenues from operations and is still considered a development
stage company. The Company discontinued such operations at the end of 1998
and now has no significant assets nor any operations.
(B) BUSINESS OF COMPANY.
The Company was formed to engage in the business of purchasing or
otherwise acquiring antique, museum quality clocks and timepieces, principally
from private collectors, for resale. The Company purchased such timepieces
for resale to museums and other institutions as well as private collectors and
the general public. However, the business was not successful because the
Company was unable to arrange suitable resales of the inventory it acquired.
During 1998, the Company discontinued operations with respect to such business
venture. The Company presently has no active business operations, but in
January, 1999, entered into a letter of intent to acquire all the issued and
outstanding stock of EVX, Inc., a privately held company founded to engage in
the design, development and marketing of electric vehicles. The proposed
acquisition is subject to numerous conditions and there is no assurance that
it will be consummated or is probable.
ITEM 2. PROPERTIES
The Company presently has no office facilities.
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
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.
<PAGE>
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.
The Common Stock of the Company did not begin trading in the over-the-counter
market until April of 1997. However, any trading has been very limited and
sporadic, and there has not been an active public trading market for the
securities of the Company. The following sets forth high and low bid price
quotations for each calendar quarter that trading occurred during the last two
fiscal years. Such quotations represent interdealer prices, without retail
markup, markdown or commission, and may not represent actual transactions.
Quarter Ended High Low
June 30, 1997 1.50 1.125
September 30, 1997 2.25 1.375
December 31, 1997 1.81 1.75
March 31, 1998 (No shares traded)
June 30, 1998 1.56 1.50
September 30, 1998 1.56 1.50
December 31, 1998 1.25 1.25
(B) HOLDERS.
As of January 12, 1999, there were 22 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, and was formed to engage
in the business of purchasing or otherwise acquiring antique, museum quality
clocks and timepieces, principally from private collectors, for resale.
However, the business was not successful, because the Company was unable to
arrange suitable resales of the inventory it acquired, and the Company
subsequently discontinued operations with respect to such business venture.
<PAGE>
The Company did not generate any significant revenues from operations and is
still considered a development stage company.
Management's plan of operation for the next twelve months is to raise
$5,000,000 through an offering of securities. If successful, the Company will
then attempt to consummate the proposed acquisition of EVX and use the funds
from such offering to provide working capital for its operations. There is no
assurance the Company will be successful in raising these funds or in
acquiring EVX.
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
(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.
<TABLE>
<S> <C> <C>
Term Served As Positions
Name of DirectorAge Director/OfficerWith Company
Since inception
Mick Jardine53 President &
Secretary/Treasurer
</TABLE>
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
<PAGE>
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 has not paid any cash compensation to its executive officer
to date.
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.
<PAGE>
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:
<TABLE>
<S> <C> <C> <C>
Title of Amount and Nature Percent
Name and Address Class of Beneficial of
Ownership Class
Mick Jardine Common
3211 S. Highland Dr. 500,000 shares 55%
Salt Lake City, UT 84106
Lynn Dixon
311 S. State, #460 Common
Salt Lake City, UT 84111 300,000 shares 33%
All officers and
directors as a group (1person)
Common
500,000 shares 55%
</TABLE>
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
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 has no office facilities but used as its principal place of
business the retail shop and office facilities of Mr. Mick Jardine on a rent
free basis. There was no formal written agreement for the use of such
facilities.
The clocks and other inventory were kept and maintained at the office
and retail shop maintained by Mr. Jardine in Salt Lake City, Utah. The
Company was not required to pay rent for the use of such facilities, but paid
for or reimbursed Mr. Jardine for any additional out of pocket costs incurred
for storage, repairs or maintenance, including the cost of insurance.
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.
<PAGE>
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, 1998.
<PAGE>
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 24, 1999
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 24, 1999
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 STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1998 AND 1997
AND
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 Stockholder's Equity 4
Statements of Cash Flows 5
Notes to Financial Statements 6
<PAGE>
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, 1998 and 1997, and
the related statements of operations, stockholders' equity, and cash
flows for the years then ended and for the period from inception (May
17, 1995) to December 31, 1998. 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 my audits
provide a reasonable basis for my opinion.
In my opinion, the financial statements refereed to above present
fairly, in all material respects, the financial position of First
American Clock Co., as of December 31, 1998 and 1997, and the results of
its operations and its cash flows for the years then ended and from
inception (May 17, 1995) to December 31, 1998 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 $27,676 for 1998 and has incurred net losses since
inception. At December 31, 1998, the Company has only $475 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 adjustment 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.
David T. Thomson, P.C.
Salt Lake City, Utah
January 21, 1999
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
BALANCE SHEET
ASSETS
December 31, 1998 December 31, 1997
CURRENT ASSETS:
Cash in bank $475 $291
___________ __________
Total Current Assets 475 291
___________ __________
OTHER ASSETS:
Organization costs, net of amortization of 387 587
$613 and $413
Investment in clocks 0 33,500
___________ __________
Total Other Assets 387 34,087
___________ __________
TOTAL ASSETS $862 $34,378
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $0 $62
Franchise tax payable 0 100
Accrued interest payable 0 78
Refund due customer 0 3,350
Stockholder advances 0 2,250
___________ __________
Total Current Liabilities 0 5,840
___________ __________
STOCKHOLDERS' EQUITY:
Preferred stock; $.001 par value, 5,000,000
shares authorized, no shares issued and 0 0
outstanding
Common stock; $.001 par value, 50,000,000
shares authorized, 908,300 and 908,300 908 908
shares issued and outstanding
Capital in excess of par value 45,753 45,753
Earnings (deficit) accumulated during (45,799) (18,123)
the development stage ___________ __________
Total Stockholders' Equity 862 28,538
___________ __________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $862 $34,378
=========== ==========
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For For From Inception
the the (May 17, 1995)
Year Year to
December 31, December 31,
1998 1997 1998
REVENUES:
Interest $0 $0 $94
________________________
EXPENSES:
Bank charges 65 66 353
Amortization expense 200 200 612
Administrative and other expense 22,398 0 22,398
Professional fees 3,940 4,233 10,333
License and fees 799 582 2,126
Travel 0 0 719
Interest 274 68 352
Investment write-down 0 9,000 9,000
________________________
Total Expenses 27,676 14,149 45,893
________________________
NET INCOME (LOSS) (27,676) (14,149)(45,799)
========================
EARNINGS (LOSS) PER SHARE $0.03 $0.02 $0.05
========================
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Earnings
(Loss)
Accumulated
Common Stock Capital in During the
Excess of Development
Shares Amount Par Value Stage
BALANCE, May 17, 1995 (inception) 0 $0 $0 $0
Shares issued to initial stockholders
for cash, May 17, 1995 at $.01 per 800,000 800 7,200 0
share
Net income (loss) from May 17, 1995
(inception) to December 31, 1995 0 0 0 (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 0
Direct costs of public offering of 0 0(15,489) 0
common stock
Net income (loss) for the year
ended December 31, 1996 0 0 0 (3,903)
_______________________________
BALANCE, December 31, 1996 908,300 908 45,753 (3,974)
Net income (loss) for the year
ended December 31, 1997 0 0 0 (14,149)
_______________________________
BALANCE, December 31, 1997 908,300 908 45,753 (18,123)
Net income (loss) for the year
ended December 31, 1998 0 0 0 (27,676)
_______________________________
BALANCE, December 31, 1998 908,300 $908 $45,753 $(45,799)
======= ======= ====== ========
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
From Inception
For the (May 17, 1995)
Year Ended to
December 31, December 31,
1998 1997 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Deposit due customer $0 $3,350 $3,350
Interest income 0 0 94
Bank charges (65) (67) (354)
Cash paid for organization expenses, supplies (3,851) (4,652) (13,126)
and services _______________________
Net Cash (Used) by Operating Activities (3,916) (1,369) (10,036)
_______________________
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in clocks 0 0 (42,500)
_______________________
Net Cash (Used) by Investing Activities 0 0 (42,500)
_______________________
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 0 0 62,150
Deferred offering costs 0 0 (15,489)
Stockholder advances 4,100 1,250 6,350
_______________________
Net Cash Provided (Used) by Financing 4,100 1,250 53,011
Activities _______________________
NET INCREASE (DECREASE) IN CASH 184 (119) 475
CASH - BEGINNING OF PERIOD 291 410 0
_______________________
CASH - END OF PERIOD $475 $291 $475
=======================
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED (USED) BY OPERATING ACTIVITIES
NET INCOME (LOSS) $(27,676)$(14,149)$(45,799)
_______________________
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities
Amortization 200 200 613
Clock investment writedown 0 9,000 9,000
Exchange clocks for debt and to pay expenses 27,150 0 27,150
Change in assets and liabilities
Organization costs 0 0 (1,000)
Accrued interest payable (78) 68 0
Accounts payable (162) 162 0
Refund due customer (3,350) 3,350 0
_______________________
Total Adjustments 23,760 12,780 35,763
_______________________
NET CASH (USED) BY OPERATING ACTIVITIES $(3,916)$(1,369)$(10,036)
=======================
________________________
<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 common 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 requirement of the Company
and other relevant factors. The Company has purchased antique
clocks which it held for investment and resale. However, the
Company has discontinued its existing efforts to invest in antique
clocks to be resold for profit. (See notes 5 and 6).
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 period presented.
Organization Costs - The Company will amortize its organization
costs, which reflect amounts expended to organize the Company,
over sixty (60) months using the straight-line method.
Income Taxes - Due to continued operating losses at December 31,
1998 and 1997, 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 $45,799. Of which $27,676, $14,149, $3,903
and $71 will expire in the years 2018, 2012, 2011 and 2010,
respectively. A valuation allowance of $6,870 has been established
for those tax credits which are not expected to be realized. This
allowance increased $4,152 and $2,122 in 1998 and 1997
respectively.
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, 1998 the Company used its
clocks that it was holding for investment to pay liabilities of
the Company, to compensate officers of the Company and to pay
other costs . (See note 6). At December 31, 1997 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.
Earnings Per Share - The computation of earnings per share is
based on the weighed 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 thought
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 was
$15,489.
NOTE 3 - RELATED PARTY TRANSACTIONS
Through December 31, 1997 an officer of the Company was providing
office space to the Company on a rent free basis. Through December
31, 1997 no compensation was paid or accrued to any officer or
directors of the Corporation.
Through December 31, 1998, a stockholder of the Company advanced
$6,350 to the Company to be used for operating capital. The loan
was short term, unsecured and accrued interest at a rate of 6%.
This debt was paid by receipt of the lender of certain
investment clocks of the Company.
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 its investments in
clocks. The Company has had to borrow from a stockholder to pay
certain operating expenses. The Company has transferred its
investment in clocks to pay debts, Compensation and other expenses
(see note 6) leaving limited assets remaining with the Company.
In view of these matters, the ongoing existence of the Company is
dependent upon the Company's ability to meet its future operating
expenses. Management believes that actions presently being taken
to pay expenses by transferring its clocks to individuals who will
pay expenses of the Company and its proposed acquisition (see note
7) provide an opportunity to the Company to continue as a going
concern.
7
<PAGE>
FIRST AMERICAN CLOCK CO.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - INVESTMENT IN CLOCKS
Due to the fact that the Company has yet to complete a sale of any
of its clocks and the fact that management believes that the
clocks may have to be held on a long-term basis before being sold,
the clocks purchased by the Company were reclassified in the
financial statements at December 31, 1997 from inventory to a
long-term investment. The investment in the clocks are being shown
at cost less any writedown to market value or to represent other
losses. (See below) Management believes the clocks purchased,
which are antique French mantle clocks, will only appreciate in
value, but may have to be held on a long-term basis to be sold at
a profit.
During 1997 a clock was sold and was damaged while being
shipped.
The clock was returned. During 1997 the Company recorded a
liability on its financial statements of $3,350 for money due back
to the purchaser of the returned clock.
Also, during 1997 the Company wrote down a clock to zero because
it had at that time been unable to get the clock returned from a
clock restorer who had the clock. The total writedown for clocks
during 1997 was $9,000.
NOTE 6 - DISCONTINUANCE OF INVESTING IN CLOCKS
Effective for calendar year ended December 31, 1998, the Company
discontinued its existing business relating to the purchase for
investment and resale of antique clocks. The remaining clocks
were transferred to two individuals, one a stockholder and the
other a stockholder and officer of the Company. The clocks
transferred to the two individuals were used to cancel amounts
owed for liabilities, loans, compensation and other expenses to
the extent thereof of the Company.
NOTE 7 - LETTER OF INTENT
The Company has signed a letter of intent with EVX, Inc., a
Nevada
Corporation. Upon approval of the letter by shareholders the
Company will prepare an Agreement and Plan of Reorganization with
final terms and provisions of the reorganization between the two
companies. The following outlines certain but not all of the
provisions outlined in the letter of intent. First, the Company
will issue 47,000,000 restricted shares of its common stock in
exchange for all of EVX, Inc.'s outstanding stock, and second, the
current officer and director of the Company will resign and new
officers and directors will be designated by the shareholders of
EVX, Inc.
8
<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> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 475
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 475
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 862
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 908
<OTHER-SE> (46)
<TOTAL-LIABILITY-AND-EQUITY> 892
<SALES> 0
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<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 27,402
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 274
<INCOME-PRETAX> (27,676)
<INCOME-TAX> 0
<INCOME-CONTINUING> (27,676)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27,676)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> 0
</TABLE>
