-----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, OezJiNN+6nSRsvRD29/Iutmg+RAOzDM4pgTHQoapHcLZ65htrK+Ag0M0NBX8mx8s dVTd429BJI/dMF0Sz9nUUg== 0001074140-99-000030.txt : 19990330 0001074140-99-000030.hdr.sgml : 19990330 ACCESSION NUMBER: 0001074140-99-000030 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 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: 99575255 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 September 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 September 30, 1998, there were 13,968,578 shares of common stock outstanding. AMERICAN CUSTOM COMPONENTS, INC. INDEX Page Part I Financial Information Item 1. Financial Statements Balance sheet as of September 30, 1998 (unaudited) . 3 Statements of operations for the three months ended September 30, 1998 and 1997 (unaudited). . . . . . . . . . . . . . . . . . 4 Statements of cash flows for the three months ended September 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 September 30, 1998 ASSETS Current Assets: Cash $ 98,000 Accounts receivable, net 378,379 Inventories 161,643 Total current assets 661,505 Property and equipment, net 700,000 Other assets 351,456 Total assets 1,712,961 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable 454,381 Bank overdraft 0 Line of Credit 38,000 Notes payable, current 363,570 Income taxes payable 0 Total current liabilities 855,951 Notes payable, net of current portion 240,864 Total liabilities 1,096,815 Commitments and contingencies Shareholders' equity (deficit) Common stock ($0.001 par value; 25,000,000 shares authorized; 13,968,578 shares issued and outstanding as of September 30, 1998) 13,969 Additional paid-in capital 1,600,885 Accumulated deficit <998,708> Total shareholders' equity (deficit) 616,146 Total liabilities and shareholders' equity (deficit) 1,712,961 AMERICAN CUSTOM COMPONENTS, INC. STATEMENTS OF OPERATIONS Six months Six months ended Sept 30, 1998 ended Sept 30, 1997 Net sales $ 832,011 1,585,108 Cost of sales 421,397 968,560 Gross profit 410,614 616,548 Operating costs and expenses: Wages and salaries 144,443 161,660 Options compensation expense 0 0 Selling and promotion 27,385 79,510 Insurance 62,771 24,340 Professional fees 101,285 130,680 Depreciation and amortization expense 50,000 47,100 Research and development 0 0 Other operating expenses 7,099 241,020 Total costs and expenses 468,408 684,310 Income (loss) from operations <57,794> <67,762> Other expense: Interest expense 0 29,991 Income (loss) before provision for taxes <57,794> <97,753> Provision for income taxes 0 0 Net income (loss) <57,794> <98,553> Earnings (loss) per share - basic <.004> <.01> Weighted average number of shares outstanding - basic 11,959,461 7,647,000 AMERICAN CUSTOM COMPONENTS, INC. STATEMENTS OF CASH FLOWS Six months Six Months ended Sept 30, 1998 ended Sept 30, 1997 Cash flows from operating activities: Net income (loss) $ < 57,794> <98,553> Adjustments to reconcile income (loss) to net cash provided by operating activities: Depreciation and amortization 50,000 47,106 Uncollectible accounts receivable 0 0 Compensation expense resulting from the granting of options 0 0 Decrease (increase) in assets: Accounts receivable <298,205> <55,361> Inventories 65,822 51,455 Other assets <54,538> <24,627> Increase in liabilities Accounts payable <2,596> 243,980 Line of credit <2,179> 0 Income taxes payable <2,400> 25,994 Cash used in operating activities 301,890 189,998 Cash flows used in investing activities: Acquisition of property and equipment <23,112> <178,275> Increase in other assets 0 0 Cash used in investing activities <23,112> <178,275> Cash flows provided by (used in) financing activities: Principal reduction of notes payable <15,616> <189,238> Proceeds from notes payable 0 0 Issuance of common stock 307,500 226,645 Cash provided by financing activities 291,884 37,407 Net increase (decrease) in cash <33,118> 49,120 Cash, beginning of period 131,118 <47,735> Cash, end of period 98,000 1,385 Item 2. Managements Discussion and Analysis or Plan of Operation Results of Operations During the first six 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 $1,585,108 for the six months ended September 30, 1997 to $832,011 for the six month ended September 30, 1998, as a result of the loss of the two significant customers. Selling and promotion expenses decreased from $79,510 to $27,385 during the same periods as the Company re-focused its marketing efforts into new 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 July 1998, the Company issued 50,000 shares of restricted common stock to MRC Legal Services Corporation, an accredited entity, as consideration for M. Richard Cutler serving on the Company's Board of Directors. This issuance was exempt under Section 4(2) of the Securities Act of 1933. In July 1998, the Company issued 3,000,000 shares of restricted common stock to Oxford International, Inc. under Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933 in anticipation of the sale of those shares at various prices. In September 1998, the Company sold an aggregate of 14,286 shares of restricted common stock to Greg Harris and Jeng Ching Hung, sophisticated investors given full access to the books and records of the Company, as well as existing shareholders of the Company, for $.70 per share, resulting in net proceeds to the Company of $10,000. The issuance was exempt under Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933. In September 1998, the Company issued 5,000 shares of restricted common stock to Christopher S. Bromley as consideration for certain services rendered. The issuance was exempt under Rule 506 of Regulation D 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 6-MOS 6-MOS MAR-31-1998 MAR-31-1997 SEP-30-1998 SEP-30-1997 98000 0 0 0 378379 0 0 0 161643 0 661505 0 700000 0 0 0 1712961 0 855951 0 0 0 0 0 0 0 13969 0 0 0 1712961 0 832011 1585108 832011 1585108 421397 968560 421397 968560 468408 684310 0 0 0 29991 (57794) (67762) 0 0 0 0 0 0 0 0 0 0 (57794) (98553) (.004) (.01) 0 0
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