-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OJdjc0qxTtSq8CeFCflcNfjLXq0VT0iMOGWbyotvgXlp0UjtG66X8XzL296fxdv2 Okgkgf5uRFBVgTayTE8jxg== 0001074140-99-000029.txt : 19990330 0001074140-99-000029.hdr.sgml : 19990330 ACCESSION NUMBER: 0001074140-99-000029 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19990329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CUSTOM COMPONENTS INC CENTRAL INDEX KEY: 0001053322 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 810478643 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-23859 FILM NUMBER: 99575249 BUSINESS ADDRESS: STREET 1: 3310 WEST MCARTHUR BLVD CITY: SANTA ANA STATE: CA ZIP: 92704 BUSINESS PHONE: 7146622080 MAIL ADDRESS: STREET 1: 3310 W MACARTHUR BLVD CITY: SANTA ANA STATE: CA ZIP: 92704 10QSB 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB (Mark One) [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1998 [ ] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from __________ to __________ Commission file number O-23859 AMERICAN CUSTOM COMPONENTS, INC. (Exact Name of Small Business Issuer as Specified in Its Charter) Nevada 81-0478643 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) identification No.) 3310 W. MacArthur Blvd. Santa Ana, CA 92704 (Address of Principal Executive Offices) (714) 662-2080 (Issuer's Telephone Number, Including Area Code) (Former Name, Former Address and Former Fiscal Y ear, if Changed Since Last Report) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of June 30, 1998, there were 10,789,292 shares of common stock outstanding. AMERICAN CUSTOM COMPONENTS, INC. INDEX Page Part I Financial Information Item 1. Financial Statements Balance sheet as of June 30, 1998 (unaudited). . . . 3 Statements of operations for the three months ended June 30, 1998 and 1997 (unaudited) . . 4 Statements of cash flows for the three months ended June 30, 1998 and 1997 (unaudited) . . 5 Item 2. Managements Discussion and Analysis or Plan of Operation . . . 6 Part II Other Information Item 1. Legal Proceedings. . . . . . . 6 Item 2. Changes in Securities. . . . . 6 Item 3. Defaults Upon Senior Securities. . . . 7 Item 4. Submission of Matters to a Vote of Security Holders. . . 7 Item 5. Other Information. . . . . . . 7 Item 6. Exhibits and Reports on Form 8-K . . . 7 PART I - FINANCIAL STATEMENTS Item 1. Financial Statements AMERICAN CUSTOM COMPONENTS, INC. BALANCE SHEET June 30, 1998 ASSETS Current Assets: Cash $ 37,163 Accounts receivable, net 192,261 Inventories 149,058 Total current assets 378,482 Property and equipment, net 813,225 Other assets 296,918 Total assets 1,488,625 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable 233,348 Bank overdraft 0 Line of Credit 40,179 Notes payable, current 346,575 Income taxes payable 3,200 Total current liabilities 623,302 Notes payable, net of current portion 273,475 Total liabilities 896,777 Commitments and contingencies Shareholders' equity (deficit) Common stock ($0.001 par value; 25,000,000 shares authorized; 10,789,292 shares issued and outstanding as of June 30, 1998) 10,789 Additional paid-in capital 1,545,008 Accumulated deficit <963,949> Total shareholders' equity (deficit) 591,848 Total liabilities and shareholders' equity (deficit) 1,488,625 AMERICAN CUSTOM COMPONENTS, INC. STATEMENTS OF OPERATIONS Three months Three months ended June 30, 1998 ended June 30, 1997 Net sales $ 408,780 972,965 Cost of sales 216,653 506,775 Gross profit 192,127 466,190 Operating costs and expenses: Wages and salaries 89,353 91,578 Options compensation expense 0 0 Selling and promotion 31,350 11,530 Insurance 35,989 41,732 Professional fees 27,335 92,862 Depreciation and amortization expense 27,635 47,100 Research and development 0 0 Other operating expenses 3,500 140,656 Total costs and expenses 215,162 425,458 Income (loss) from operations <23,035> 40,732 Other expense: Interest expense 0 31,525 Income (loss) before provision for taxes <23,035> 9,207 Provision for income taxes 0 800 Net income (loss) <23,035> 8,407 Earnings (loss) per share - basic <.002> 1.12 Weighted average number of shares outstanding - basic 9,726,572 7,447 AMERICAN CUSTOM COMPONENTS, INC. STATEMENTS OF CASH FLOWS Three months Three Months ended June 30, 1998 ended June 30, 1997 Cash flows from operating activities: Net income (loss) $< 23,035> 8,407 Adjustments to reconcile income (loss) to net cash provided by operating activities: Depreciation and amortization 27,635 47,100 Uncollectible accounts receivable 0 0 Compensation expense resulting from the granting of options 0 0 Decrease (increase) in assets: Accounts receivable <112,087> <108,163> Inventories 78,407 <35,480> Other assets 0 80 Increase in liabilities Accounts payable <223,629> 7,887 Line of credit 0 0 Income taxes payable <800> 21,248 Cash used in operating activities <253,509> <58,921> Cash flows used in investing activities: Acquisition of property and equipment<88,889> <98,025> Increase in other assets 0 0 Cash used in investing activities <88,889> <98,025> Cash flows provided by (used in) financing activities: Principal reduction of notes payable 0 0 Proceeds from notes payable 0 0 Issuance of common stock 248,443 224,925 Cash provided by financing activities 248,443 224,443 Net increase (decrease) in cash <93,955> 68,875 Cash, beginning of period 131,118 0 Cash, end of period 37,163 0 Item 2. Managements Discussion and Analysis or Plan of Operation Results of Operations During the first three months of the Company's fiscal year, the Company focused a significant amount of resources on recovering from the loss of two major customers who experienced financial difficulty. The loss of these two customers, as well as expansion costs, resulted in a shortage of cash flow for the period. Net Sales decreased from $972,965 for the three months ended June 30, 1997 to $408,780 for the three months ended June 30, 1998. This decrease was due primarily to the customer loss as described above. During those same periods, selling and promotion expenses increased from $11,530 to $31,350 as the Company attempted to recover from the loss of those two major customers. PART II - OTHER INFORMATION Item 1. Legal Proceedings The Company is presently, has been, and may from time to time be involved in various claims, lawsuits, disputes with third parties, actions involving allegations of discrimination, or breach of contract actions incidental to the operation of its business. The Company is not currently involved in any such litigation which it believes could have a materially adverse effect on its financial condition or results of operations. Item 2. Changes in Securities In April 1998, the Company sold an aggregate of 14,000 restricted shares of common stock under Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933 to the Victor M. DiMattia Revocable Trust, an accredited investors, for $1.75 per share, resulting in net proceeds to the Company of $24,500. In May 1998, the Company sold an aggregate of 80,000 shares of common stock under Section 4(2) of the Securities Act of 1933 to Dremer Holdings, S.A., an accredited investor, for $1.25 per share, resulting in net proceeds to the Company of $100,000. In May 1998, the Company issued 8,571 shares of restricted common stock to MRC Legal Services Corporation, an accredited entity, in consideration for the cancellation of outstanding open account indebtedness. This issuance was exempt under Section 4(2) of the Securities Act of 1933. In June 1998, the Company issued an aggregate of 40,000 shares of restricted common stock to Harold James Prow and Miguel Gill, both sophisticated individuals given full access to the books and records of the Company, as consideration for deferred compensation. The issuance was exempt under Rule 506 and Section 4(2) of the Securities Act of 1933. In June 1998, the Company issued an aggregate of 100,000 shares of restricted common stock to Charles Rosenblum, an accredited investor, pursuant to an exercise of options issued under Rule 506 and Section 4(2) of the Securities Act of 1933. In June 1998, the Company issued an aggregate of 10,000 shares of restricted common stock to Hal Gardner, an accredited investor, as consideration for deferment of interest on a promissory note. The issuance was exempt under Rule 506 and Section 4(2) of the Securities Act of 1933. In June 1998, the Company issued 952,381 shares of restricted common stock to Primex U.S.A., Inc., an accredited investor, in anticipation of the purchase of those shares at a price of $0.50 per share. The issuance was exempt under Rule 506 and Section 4(2) of the Securities Act of 1933. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders. No matters were submitted to the security holders for a vote. Item 5. Other Information There is no other information deemed material by management for disclosure herein. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None. (b) Reports on Form 8-K None. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN CUSTOM COMPONENTS, INC. Dated: March 26, 1999 /s/ John Groom ________________________________ By: John Groom Its: President EX-27 2
5 3-MOS 3-MOS MAR-31-1998 MAR-31-1997 JUN-30-1998 JUN-30-1997 37,163 0 0 0 192,261 0 0 0 149,058 0 378,482 0 813,225 0 0 0 1,488,625 0 623,302 0 0 0 0 0 0 0 10,789 0 0 0 1,488,625 0 408,780 972,965 408,780 972,965 216,653 506,775 216,653 506,775 215,162 425,458 0 0 0 31,525 (23,035) 9,207 0 800 0 0 0 0 0 0 0 0 (23,035) 8,407 (.002) 1.12 0 0
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