-----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, OVUWbmyLHUfwlmV0FCYLBxYZn5b1ZVNv0N71LP21IeXdasqzPIpVWP0dOGD3Bqxc n0SXYanf8c7yakYSCq+4vQ== 0000931731-01-500146.txt : 20010516 0000931731-01-500146.hdr.sgml : 20010516 ACCESSION NUMBER: 0000931731-01-500146 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIGHTON SUCCESSION CORP CENTRAL INDEX KEY: 0001109485 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 330897453 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-30081 FILM NUMBER: 1636614 BUSINESS ADDRESS: STREET 1: 19900 MACARTHUR BLVD STREET 2: SUITE 660 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9498519800 MAIL ADDRESS: STREET 1: 19900 MACARTHUR BLVD STREET 2: SUITE 660 CITY: IRVINE STATE: CA ZIP: 92612 10QSB 1 fighton10qsb.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB SEC File No: 33-14982-LA [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO ___________ FIGHTON SUCCESSION CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 33-0897453 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 19900 MacArthur Boulevard, Suite 660, Irvine, California 92612 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Company's telephone number, including area code: (949) 851-9800 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 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. [ X ] Yes [ ] No 1 State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: 5,000,000 Shares as of the date of this report. Transitional Small Business Disclosure Format (check one): [ ] Yes [ X ] No 2 (TABLE) (CAPTION) FIGHTON SUCCESSION CORPORATION Form 10-QSB for the Quarter ended March 31, 2001
Table of Contents Page ---- PART 1 - ITEM 2...................................................................................................8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR FIGHTON SUCCESSION CORPORATION.............................................8 CAUTION REGARDING FORWARD-LOOKING INFORMATION................................................................8 OVERVIEW OF THE COMPANY......................................................................................8 PART II - OTHER INFORMATION.......................................................................................9 ITEM 1 - LEGAL PROCEEDINGS...................................................................................9 ITEM 2 - CHANGES IN SECURITY................................................................................10 ITEM 3 - DEFAULTS ON SENIOR SECURITIES......................................................................10 ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................................10 ITEM 5 - OTHER INFORMATION..................................................................................10 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K...................................................................10 SIGNATURE...............................................................................................11
3 PART 1 - FINANCIAL INFORMATION
FIGHTON SUCCESSION CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET ASSETS ------ March 31, 2001 December 31, 2000 (Unaudited) TOTAL ASSETS $ -- $ -- ------ ------ LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ LIABILITIES $ -- $ -- STOCKHOLDERS' EQUITY Common Stock, no par value, 50,000,000 shares authorized, 5,000,000 issued and outstanding 2,000 2,000 Additional paid-in capital 358 358 Deficit accumulated during (2,358) (2,358) ------ ------ development stage Total Stockholders' Equity -- -- ------ ------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -- $ -- ------ ------
The accompanying notes to financial statements. 4
FIGHTON SUCCESSION CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS For the Period from For the Period from For the Three February 17, 2000 February 17, 2000 Months Ended (inception) to March (inception) to March 31, 2001 31, 2000 March 31, 2001 (Unaudited) (Unaudited) (Unaudited) Income $ -- $ -- $ -- Expenses Professional fees -- 750 $ 1,930 Bank charges -- -- 70 Organization expenses -- 358 358 Total expenses -- 1,108 2,358 NET LOSS -- $ (1,108) $ (2,358) LOSS PER SHARE - BASIC AND DILUTED $ -- $ -- $ -- WEIGHTED AVERAGE SHARES - BASIC AND DILUTED 5,000,000 5,000,000 5,000,000 =========== =========== ===========
The accompanying notes to financial statements. 5
FIGHTON SUCCESSION CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD FROM FEBRUARY 17, 2000 (INCEPTION) TO MARCH 31, 2001 DEFICIT ACCUMULATED COMMON STOCK ADDITIONAL DURING ISSUED PAID-IN DEVELOPMENT SHARES AMOUNT CAPITAL STAGE TOTAL --------- --------- --------- --------- --------- Common Stock Issuance 5,000,000 $ 2,000 $ -- $ -- $ 2,000 Fair value of contributed services -- -- 358 -- 358 Net loss for the period ended December 31, 2000 -- -- -- (2,358) (2,358) --------- --------- --------- --------- --------- Balance as of December 31, 2000 5,000,000 2,000 358 (2,358) -- --------- --------- --------- --------- --------- BALANCE March 31, 2001: 5,000,000 $ 2,000 $ 358 $ (2,358) $ (2,358) ========= ========= ========= ========= =========
The accompanying notes to financial statements. 6
FIGHTON SUCCESSION CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS For the Period from For the Period from For the Three February 17, 2000 February 17, 2000 Months Ended (inception) to March (inception) to March 31, 2001 31, 2000 March 31, 2001 (Unaudited) (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $-- $(1,108) $(2,358) Adjustment to reconcile net loss to net cash used by operating activities Increase in accounts payable -- 750 -- Contributed Services -- 358 358 Net cash used by operating activities -- -- $(2,000) ------- ------- ------- CASH FLOWS FROM INVESTING -- -- -- ACTIVITIES ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock -- 2,000 2,000 ------- ------- ------- Net cash provided by financing activities -- 2,000 2,000 ------- ------- ------- INCREASE IN CASH AND CASH EQUIVALENTS -- 2,000 -- ------- ------- ------- CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD -- -- -- CASH AND CASH EQUIVALENTS - END OF PERIOD $-- $ 2,000 $ -- ------- ------- -------
The accompanying notes to financial statements. 7 PART 1 - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR FIGHTON SUCCESSION CORPORATION. The following discussion of the financial conditions and results of operations of the Company should be read in conjunction with the financial statements, including notes thereto, for the Company. CAUTION REGARDING FORWARD-LOOKING INFORMATION - --------------------------------------------- This quarterly report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Company or management as well as assumptions made by and information currently available to the Company or management. When used in this document, the words "anticipate," "believe," "estimate," "expect" and "intend" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks or uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumption prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. OVERVIEW OF THE COMPANY - ----------------------- Fighton Succession Corporation (the "Company") was incorporated under the laws of the State of California on February 17, 2000. The Company was formed to engage in any lawful corporate undertaking, including, without limitation, mergers and acquisitions, which meet the Company's selected criteria. The Company has been in the developmental stage since inception and has no operations to date other than issuing shares to its original shareholder. Results of Operations As of the date of this Annual Report, the Company is in the development stage and is not engaged in any activities. Accordingly, the accompanying consolidated statements of operations should not be regarded as typical for normal periods of operation. The Company's development stage status, recurring net losses and capital deficit raise substantial doubt about its ability to continue as a going concern. Additional financing or restructuring of its liabilities will be required in order for the Company to complete its development stage activities. Management believes that it will be able to obtain such financing from new investors, and restructure its liabilities. 8 The Company has had no operations, revenues, assets or liabilities since its incorporation in February 2000. Three Months Ended March 31, 2001, Compared to the Period Ended March 31, 2000 Revenue. The Company was recently formed and the Company was not in existence during the quarter ended March 31, 2001, the Company has had no revenues for the quarter ended March 31, 2001, and has had no revenues since its inception. Similarly, the Company had no cost of sales, gross profit or other income during the period ended March 31, 2001, or since its inception. Liquidity and Capital Resources As of March 31, 2001, the Company has cash, cash equivalents and net working capital of $0. Since the Company's inception, the sole source of cash has been contributions by the Company's Shareholder. The Company has relied upon contributions by its shareholder to fund its operations for the period from February 17, 2000 (inception) to March 31, 2001. The Company has not received any capital contribution in cash from its shareholder during the three months ended March 31, 2001, or since the initial contributions as set forth in the Company's Form 10SB dated March 23, 2000. The Company anticipates that any need of working capital in future periods will be limited and will be contributed by the Company's shareholder. The Company believes that existing cash and cash equivalents, cash flow from operations will be sufficient to meet the Company's presently anticipated working capital needs for the next 3 months. To the extent the Company uses its cash resources for its operations, the Company will be required to obtain additional funds, if available, through borrowings or equity financings. There can be no assurance that such capital will be available on acceptable terms. If the Company is unable to obtain sufficient financing, it may be unable to fully implement its growth strategy. Material Changes in Operations The Company has not had any material changes in operations since its formation or the date of its Form 10 SB Registration Statement. Year 2000 Compliance The Company has not experienced any Year 2000 complications. PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS 9 None. ITEM 2 - CHANGES IN SECURITY None. ITEM 3 - DEFAULTS ON SENIOR SECURITIES None. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5 - OTHER INFORMATION On May 3, 2001, the Company's majority shareholder completed its transfer and sale of 4,700,000 shares of this corporation's common stock to Key Card Communications. As of the date of this Report, the new majority shareholders have not voted any of the shares of this corporation and Mr. Boyd and Mr. Chang have not tendered their resignations as officers and directors of the Company. It is anticipated that Messrs. Boyd and Chang will tender their resignations as officers and directors of the Company within the next 10 days. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K Exhibit 99 - Form 8-K filed March 6, 2001. 10 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. May 11, 2001 FIGHTON SUCCESSION CORPORATION By: /s/ Tim T. Chang --------------------------- Tim T. Chang, President 11 EX-99 2 exhibit.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 6, 2001 FIGHTON SUCCESSION CORPORATION ----------------------------- (Exact name of registrant as specified in its charger) California 33-0897453 ---------- ---------- (State or Other Jurisdiction of I.R.S. Employer Identification Organization) Number Incorporation or 19900 MacArthur Boulevard, Suite 660, Irvine, California 92612 (Address of Principal Executive Offices including Zip Code) (949) 851-9797 -------------- (Issuer's Telephone Number) 1 ITEM 5. OTHER EVENTS On March 6, 2001, the Registrant and its shareholders entered into an agreement to sell the majority of the outstanding shares of the Registrant to Key Card Communications, Inc. ("Key Card"). Key Card may elect to merge the Registrant with Key Card in a transaction in which either of Key Card or the Registrant are the surviving entity. The agreement contemplates a closing on or before October 20, 2001. The Registrant, its shareholders and Key Card contemplate entering into more comprehensive reorganization documents prior to the closing. Key Card provides prepaid long distance services. Key Card was formed in May, 2000 and thereafter acquired 100% of the stock of Five Star Communications, Inc. Key Card markets its prepaid calling card products and services under the trade names Five Star and Key Card. Key Card's core product, prepaid calling cards, incorporates a toll-free access number and PIN (Personal Identification Number) printed on an array of attractive, branded phone cards. Purchasers of these prepaid phone cards are able to place international and domestic long distance calls from any touch tone phone in the Continental United States at extremely favorable rates. The branded cards, in conjunction with Key Card's business model and successful sales programs, have allowed Key Card to penetrate the marketplace and create a growing base of loyal, repeat customers. Capitalizing on management's extensive prior experience, Key Card has quickly grown and has established itself as a leading pioneer in the field of prepaid communications. Key Card focuses primarily on sales of cards to retailers and prepaid phone card distributors. These resellers are attracted to Key Card's phone cards due to their branded packaging, profitability and ease of use. By concentrating on these two segments of the marketplace, Key Card maximizes its profitability, generates repeat sales and continually increases its revenues. Additionally, the Company sells a small portion of its cards directly to consumers via Key Card's Internet presence and website. The foregoing description of the terms of the sale of the Registrant's shares, is qualified in its entirety by the terms of the letter agreement dated March 6, 2001 between the Registrant and Key Card which is filed herewith as an exhibit. The information supplied on Key Card has been provided by Key Card and the Registrant has not conducted any due diligence on Key Card or its business. Caution Regarding Forward-Looking Information This report contains certain forward-looking statements and information relating to the Registrant that are based on the beliefs of the Registrant or management as well as assumptions made by and information currently available to the Registrant or management. When used in this document, the words "anticipate," "believe," "estimate," "expect" and "intend" and similar expressions, as they relate to the Registrant or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Registrant regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks or uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumption prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS (4.1) Letter agreement dated March 6, 2001, between BAC Consulting Corporation and Key Card Communications, Inc. 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 FIGHTON SUCCESSION CORPORATION Dated: March 6, 2001 By: /S/ Tim T. Chang ------------------------------------ Tim T. Chang, President 3 EXHIBIT INDEX Exhibit Page (4.1) Letter agreement dated March 6, 2001, between BAC Consulting Corporation and Key Card Communications, Inc. 4 BAC CONSULTING CORPORATION 19900 MacArthur Boulevard Suite 660 Irvine, California 92612 Telephone: (949) 851-9800 Facsimile: (949) 851-0159 March 6, 2001 Steve May, President Key Card Communications, Inc. 5969 Cattleridge Blvd., Suite 200 Sarasota, FL 34232 Re: Acquisition of Fighton Succession Corporation Gentlemen: By this letter, we evidence the terms of the agreement pursuant to which Key Card Communications, Inc. ("Purchaser") agrees to purchase the majority of outstanding shares of common stock of Fighton Succession Corporation, a California corporation (the "Company") from the Company's majority shareholder, BAC Consulting Corporation ("Seller"). Our agreement is as follows: 1. Purchase and Sale. Purchaser agrees to purchase and Seller agrees to sell, substantially all of the outstanding shares of the Company, subject to the terms and conditions of this agreement. 2. Purchase Price. The purchase price shall be in the form of cash and stock as follows: [Confidential Information Redacted] 3. Payment Terms. The purchase price shall be due and payable (each a "Due Date") as follows: [Confidential Information Redacted] 4. Transfer of Stock. Notwithstanding paragraph 3 above, Purchaser acknowledges that the transfer of stock as contemplated in paragraph 1 above will not take place until BAC has received [Redacted] Payment. Despite BAC's transfer of such stock, nothing contained herein shall relieve Purchaser from paying the entire Cash Payment as set forth in paragraph 3 above. 5. Filing of 8-K. Upon the full execution of this letter agreement, BAC agrees to prepare and file an 8-K related to the contemplated transaction. 6. Post-Filing Reports. Once the aforementioned 8-K has been filed, Purchaser agrees that it shall be responsible, financially and otherwise, for filing all periodic reports necessary for the Company (e.g., 10-Q, 10-K, etc.), including the preparation of any necessary audits needed in association with such reports. 5 7. Condition of Company. Seller represents and warrants to Purchaser that the Company is free and clear of all debts and encumbrances of any kind or nature, is a reporting company in accordance with the Securities and Exchange Act of 1934, as amended, as of the closing date, [Confidential Information Redacted] and such other Key Card Communications reasonable representations and warranties that may be required. 8. Closing Date. The closing date shall be the date not later than 5 days after the payment in full of any outstanding balance of the purchase price. Unless extended in writing, the closing date shall occur on or before September 1, 2001. 9. Binding. This letter agreement constitutes a binding agreement on the parties hereto, and may only be modified and amended in writing. 10. Due Diligence. Purchaser shall be entitled to conduct any and all reasonable due diligence on the Company it so desires. 11. No Representation of Seller. Purchaser and Seller acknowledge that certain of Seller's officers are principals in a law firm that has provided legal services to Purchaser's predecessor. Purchaser acknowledges that purchaser has been advised to obtain independent legal counsel in the purchase of the Company and that neither Seller nor any officers of Seller or any related law firms are providing any legal services to Purchaser prior to the closing date. Purchaser acknowledges that Purchaser may engage a law firm with which certain of Seller's officers are also affiliated to complete subsequent registration statements, an 8-K concerning the merger of the Company or change of control of the Company, and quarterly and annual reports as they may become due. The fees for such services are not included in the purchase price and shall be billed and paid in accordance with a separate agreement. Purchaser hereby acknowledges the possible conflict of interest and waives any potential conflict by execution of this agreement. If Seller's counsel so advises, Purchaser shall execute a separate acknowledgment, waiver and consent in accordance with the terms of this agreement. 12. Miscellaneous. Any disputes arising out of this matter will be resolved exclusively in Orange County, California. The prevailing party shall be entitled to recover its attorneys' fees and costs. Time is of the essence in all matters concerning this agreement. * * * 6 If the foregoing accurately represents our agreement, please sign where indicated below. Very truly yours, BAC CONSULTING CORPORATION By: /s/ Patrick R. Boyd -------------------------------- Patrick R. Boyd, Secretary ACKNOWLEDGED AND AGREED TO AS OF FEBRUARY ____, 2001 BY: KEY CARD COMMUNICATIONS, INC. By: /s/ Steve May -------------------------- Its: President --------------------- 7 -----END PRIVACY-ENHANCED MESSAGE-----