-----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, PwNVs16sNLFEalbFcFa+RdWB4vM9jMZy3fDFxAaWe9WZQINfZx1q8dPN4NF39AOQ TnhoTwER+TDIGKwg3fvy7w== 0001012895-99-000014.txt : 19990219 0001012895-99-000014.hdr.sgml : 19990219 ACCESSION NUMBER: 0001012895-99-000014 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REXFORD INC CENTRAL INDEX KEY: 0001065189 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870502701 STATE OF INCORPORATION: UT FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-24721 FILM NUMBER: 99544965 BUSINESS ADDRESS: STREET 1: 1661 LAKEVIEW CIRCLE CITY: OGDEN STATE: UT ZIP: 84403 BUSINESS PHONE: 8013993632 10QSB 1 DECEMBER 31, 1998 FORM 10QSB 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended: December 31, 1998 [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from _____________ to ____________ Commission File Number 0-24721 ------- REXFORD, INC. ---------------------------------------------- (Name of Small Business Issuer in its charter) Delaware 87-0502701 - ------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 7777 East Main Street, #210, Scottsdale, Arizona 85251 ------------------------------------------------------ (Address of principal executive offices and Zip Code) (602) 945-5343 ---------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (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 reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No (2) Yes X No --- --- --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, Par Value $0.001 57,106,420 - -------------------------------- ---------------------------- Title of Class Number of Shares Outstanding as of December 31, 1998 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS REXFORD, INC. FINANCIAL STATEMENTS (UNAUDITED) The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company. 3 Rexford, Inc. (A Development Stage Company) Balance Sheet December 31, 1998 (Unaudited) - ------------------------------------------------------------------------------ ASSETS Cash $ - ----------- TOTAL ASSETS $ - ----------- - ------------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Cash overdraft $ 3,765 Accounts payable and accrued liabilities 1,750 Advance from related party 11,921 ----------- TOTAL CURRENT LIABILITIES 17,436 ----------- STOCKHOLDERS' DEFICIT Common stock - par value $.001 per share. Authorized - 1,000,000 shares; issued and outstanding 57,106,420 shares 57,106 Additional paid-in capital 130,821 Deficit accumulated during the development stage (205,363) ----------- TOTAL STOCKHOLDERS' DEFICIT (17,436) ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT - ----------- See accompanying notes to financial statements 4 Rexford, Inc. (A Development Stage Company) Statement of Operations (Unaudited) - ------------------------------------------------------------------------------ Cumulative Three Months Ended Amounts December 31, From 1998 1997 Inception ---------- ---------- ---------- Revenue - Interest $ - $ - $ 10,000 Expenses: General and administrative expenses 6,606 8,403 111,188 ---------- ---------- ---------- Loss from operations (6,606) (8,403) (101,188) Gain on divestiture of discontinued operations, net tax - - 90,231 ---------- ---------- ---------- Net loss before income taxes (6,606) (8,403) (10,957) Income tax expense - - - ---------- ---------- ---------- Net loss $ (6,606) $ (8,403) $ (10,957) ========== ========== ========== Loss per share $ $ $ ========== ========== ========== Weighted average number of shares outstanding 57,106,420 39,321,015 21,684,635 ========== ========== ========== See accompanying notes to financial statements 5 Rexford, Inc. (A Development Stage Company) Statement of Cash Flows (Unaudited) - ------------------------------------------------------------------------------ Cumulative Three Months Ended Amounts December 31, From 1998 1997 Inception ---------- ---------- ---------- Cash flows from operating activities: Net loss $ (6,606) $ (8,403) $ (10,957) Adjustments to reconcile net loss to net cash used in operating activities: Gain on disposal of discontinued segment - - (90,231) Increase in: Cash overdraft 3,765 1,123 3,765 Accounts payable and accrued liabilities - - 1,750 ---------- ---------- ---------- Net cash used in operating activities (2,841) (7,280) (95,673) ---------- ---------- ---------- Cash flows from investing activities: - - - Cash flows from financing activities: Proceeds from the issuance of stock - - 13,750 Increase in advances to related party 2,615 6,740 81,923 ---------- ---------- ---------- Net cash provided by financing activities 2,615 6,740 95,673 ---------- ---------- ---------- Net decrease in cash (226) (540) - Cash, beginning of period 226 540 - ---------- ---------- ---------- Cash, end of period $ - $ - $ - ========== ========== ========== See accompanying notes to financial statements 6 Rexford, Inc. (A Development Stage Company) Statement of Cash Flows Continued (Unaudited) - ------------------------------------------------------------------------------ Cumulative Three Months Ended Amounts December 31, From 1998 1997 Inception ---------- ---------- ---------- Supplemental disclosure of cash flow Information: Interest paid $ - $ - $ - ========== ========== ========== Income taxes paid $ - $ - $ - ========== ========== ========== See accompanying notes to financial statements 7 Rexford, Inc. (A Development Stage Company) Notes to Financial Statements - ------------------------------------------------------------------------------ (1) The unaudited financial statements include the accounts of Rexford, Inc. and include all adjustments (consisting of normal recurring items) which are, in the opinion of management, necessary to present fairly the financial position as of December 31, 1998 and the results of operations and changes in financial position for the three month periods ended December 31, 1998 and 1997, and cumulative amounts since inception. The results of operations for the three months ended December 31, 1998 are not necessarily indicative of the results to be expected for the entire year. (2) Loss per common share is based on the weighted average number of shares outstanding during the period. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General - ------- The Registrant was incorporated on February 14, 1983, in the state of Utah under the name Chelsea Energy Corporation (hereinafter the "Registrant" or the "Company"). In connection with its formation, a total of 1,047,000 shares of its common stock were issued to the founders of the Company. In March 1985, the Company sold 3,000,000 shares of its common stock in connection with a public offering at a price of $0.01 per share. The public offering was registered with the Utah Securities Division pursuant to Section 61-1-10, Utah Code Annotated, as amended. The offering was exemption from federal registration pursuant to Regulation D, Rule 504, promulgated under the Securities Act of 1933, as amended. The Company was initially formed to provide professional consulting services to local government units. In April 1989, the Company formed California Cola Distributing Company, Inc. ("CCDCI")under the laws of the state of Delaware as a wholly-owned subsidiary. In May 1989, the Company merged into its subsidiary, CCDCI, in connection with a reincorporation merger. As a result of the reincorporation merger, the Company changed its domicile to the state of Delaware from the state of Utah and changed its name from Chelsea Energy Corporation to California Cola Distributing Company, Inc. In October 1992, the Company effected a sale of its wholly-owned subsidiary, CCDCI to California Cola Group Incorporated, a principal shareholder of the Company and changed the its name to Rexford, Inc. Since divesting itself of CCDCI, the Registrant has had no operations is now seeking potential business acquisition or opportunities to enter in an effort to commence business operations. The Registrant does not propose to restrict its search for a business opportunity to any particular industry or geographical area and may, therefore, engage in essentially any business in any industry. The Registrant has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors. The selection of a business opportunity in which to participate is complex and risky. Additionally, as the Registrant has only limited resources, it may be difficult to find good opportunities. There can be no assurance that the Registrant will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Registrant and its shareholders. The Registrant will select any potential business opportunity based on management's business judgment. The activities of the Registrant are subject to several significant risks which arise primarily as a result of the fact that the Registrant has no specific business and may acquire or participate in a business opportunity based on the decision of management which potentially could act without the consent, vote, or approval of the Registrant's shareholders. Because of the Registrant's current status having no assets and no recent operating history, in the event the Registrant does successfully acquire or merge with an operating business opportunity, it is likely that the Registrant's present shareholders will experience substantial dilution and there will be a probable change in control of the Registrant. The Registrant has voluntarily filed its registration statement on Form 10SB in order to make information concerning itself more readily available to 9 the public. Management believes that being a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), could provide a prospective merger or acquisition candidate with additional information concerning the Registrant. In addition, management believes that this might make the Registrant more attractive to an operating business opportunity as a potential business combination candidate. As a result of filing its registration statement, the Registrant is obligated to file with the Commission certain interim and periodic reports including an annual report containing audited financial statements. The Registrant intends to continue to voluntarily file these periodic reports under the Exchange Act even if its obligation to file such reports is suspended under applicable provisions of the Exchange Act. Any target acquisition or merger candidate of the Registrant will become subject to the same reporting requirements as the Registrant upon consummation of any such business combination. Thus, in the event that the Registrant successfully completes an acquisition or merger with another operating business, the resulting combined business must provide audited financial statements for at least the two most recent fiscal years or, in the event that the combined operating business has been in business less than two years, audited financial statements will be required from the period of inception of the target acquisition or merger candidate. Sources of Business Opportunities - --------------------------------- The Registrant intends to use various sources in its search for potential business opportunities including its officers and directors, consultants, special advisors, securities broker-dealers, venture capitalists, members of the financial community and others who may present management with unsolicited proposals. Because of the Registrant's lack of capital, it may not be able to retain on a fee basis professional firms specializing in business acquisitions and reorganizations. Rather, the Registrant will most likely have to rely on outside sources, not otherwise associated with the Registrant, that will accept their compensation only after the Registrant has finalized a successful acquisition or merger. To date, the Registrant has not engaged nor entered into any discussions, negotiations, agreements nor understandings regarding retention of any consultant to assist the Registrant in its search for business opportunities, nor is management presently in a position to actively seek or retain any prospective consultants for these purposes. The Registrant does not intend to restrict its search to any specific kind of industry or business. The Registrant may investigate and ultimately acquire a venture that is in its preliminary or development stage, is already in operation, or in various stages of its corporate existence and development. Management cannot predict at this time the status or nature of any venture in which the Registrant may participate. A potential venture might need additional capital or merely desire to have its shares publicly traded. The most likely scenario for a possible business arrangement would involve the acquisition of, or merger with, an operating business that does not need additional capital, but which merely desires to establish a public trading market for its shares. Management believes that the Registrant could provide a potential public vehicle for a private entity interested in becoming a publicly held corporation without the time and expense typically associated with an initial public offering. The investigation of specific business opportunities and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and 10 other instruments will require management time and attention and will require the Company to incur costs for payment of accountants, attorneys, and others. If a decision is made not to participate in or complete the acquisition of a specific business opportunity, the costs incurred in a related investigation will not be recoverable. Further, even if agreement is reached for the participation in a specific business opportunity by way of investment or otherwise, the failure to consummate the particular transaction may result in the loss to the Company of all related costs incurred. Currently, management is not able to determine the time or resources that will be necessary to complete the participation in or acquisition of any future business prospect. There is no assurance that the Company will be able to acquire an interest in any such prospects, products or opportunities that may exist or that any activity of the Company, regardless of the completion of any participation in or the acquisition of any business prospect, will be profitable. Liquidity and Capital Resources - ------------------------------- Although the Company has had only limited expenses, it may have to incur additional legal and accounting costs to remain current on its financial and corporate reporting obligations. Management anticipates that the Company will incur more cost including legal and accounting fees to locate and complete a merger or acquisition. At the present time the Company does not have the assets to meet these financial requirements. At December 31, 1998, the Company had assets of $0 and liabilities of $17,436. The Company had a working capital deficit at December 31, 1998 of $(17,436). The Company has only incidental ongoing expenses primarily associated with maintaining its corporate status and professional fees associated with accounting and legal costs. An officer of the Company advanced money to the Company during the year ending December 31 1998. The advances are bearing interest at a rate of 10% and have no maturity date. The amount of the advance for expenses in the quarter ending December 31, 1998 was $2,615. At December 31, 1998, the total balance of advances from an officer amounted to $11,921. The president of the Company is providing the Company with a location for its offices on a "rent free basis" and no salaries or other form of compensation are being paid by the Company for the time and effort required by management to run the Company. The Company does intend to reimburse its officers and directors for out of pocket cost. Results of Operations - --------------------- Since discontinuing operations in 1992, the Company has not generated revenue and it is unlikely that any revenue will be generated until the Company locates a business opportunity with which to acquire or merge. For the three month period ended December 31, 1998, the Company has incurred $6,606 in general and administrative expenses. Since inception, the Company has an accumulated deficit of $(10,957) after taking into account a $90,231 gain on the divesture of discontinued operations. 11 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES None. 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 (a) Exhibits. --------- No exhibits are included as they are either not required or not applicable. (b) Reports on Form 8-K. -------------------- None 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. REXFORD, INC. [Registrant] Dated: February 17, 1999 By/S/Dennis Blomquist, President and Director EX-27 2 FINANCIAL DATA SCHEDULE
5 0001065189 REXFORD, INC. 3-MOS SEP-30-1999 DEC-31-1998 0 0 0 0 0 17,436 0 0 0 0 0 0 0 187,927 (205,363) (17,436) 0 0 0 0 6,606 0 0 (6,606) 0 0 0 0 0 (6,606) (0.00) (0.00)
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