-----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, AXNL4FcNyNH+/hzsAndWRxcWWBrdKSo4nNnXjir0YUtqvKGsHMBpUVr9ZZ2dxIxc Jd1Ybg+tAq1XToo688Z8hA== 0000950148-97-002268.txt : 19970827 0000950148-97-002268.hdr.sgml : 19970827 ACCESSION NUMBER: 0000950148-97-002268 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19900731 FILED AS OF DATE: 19970826 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JILCO INDUSTRIES INC CENTRAL INDEX KEY: 0000053540 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 952075885 STATE OF INCORPORATION: CA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06649 FILM NUMBER: 97669501 BUSINESS ADDRESS: STREET 1: PO BOX 10539 CITY: BEVERLY HILLS STATE: CA ZIP: 90213 BUSINESS PHONE: 2132788193 MAIL ADDRESS: STREET 1: P O BOX 10539 CITY: BEVERLY HILLS STATE: CA ZIP: 90213 FORMER COMPANY: FORMER CONFORMED NAME: SPORTSWAYS INC DATE OF NAME CHANGE: 19721106 10-K 1 FORM 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED July 31, 1990 COMMISSION NO. 0-6649 JILCO INDUSTRIES, INC. - -------------------------------------------------------------------------------- (exact name of registrant as specified in its charter) California 95-207885 - ---------------------------- --------------------- (State or other jurisdiction I.R.S. Employer of organization) Identification No. P. O. Box 10539 Beverly Hills, California 90213 - ------------------------- --------------------- (Address or principal (Zip Code) executive offices) Registrant's telephone number, including area code is (310) 274-1986. Securities registered pursuant to Section 12(g) of the Act: Common Stock, No Par Value - -------------------------------------------------------------------------------- (Title of Class) 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. Yes No X ----- ----- As of July 31, 1990, there were 449,991 shares of common stock outstanding. 2 ITEM 1. Business Registrant is not engaged in any business operations and has not been so engaged since 1968. ITEM 2. Properties Registrant does not have an interest in any properties. ITEM 3. Legal Proceedings None. PART II. ITEM 5. Market for the Registrant's Common Stock and Related Security Holder Matters Increase and Decrease in Outstanding Securities Indebtedness None. Changes in Securities and Changes in Securities for Registered Securities None. Defaults Upon Senior Securities None. Approximate Number of Equity Security Holders - 2 - 3
Number of Record Holders Title of Class As of July 31, 1990 -------------- --------------------- Common Stock 785
Submission of Matters to a Vote of Security Holders Not applicable. ITEM 6. Selected Financial Data Five Year Summary of Operations
Year ended July 31, ----------------------------------------------------------------- 1990 1989 1988 1987 1986 ---- ---- ---- ---- ---- Expenses $ 7,141 $ 6,577 $ 5,722 $ 3,300 $ 3,171 Net loss $(7,141) $(6,577) $(5,722) $(3,300) $(3,171) Loss per share $ (0.02) $ (0.01) $ (0.01) $ (0.01) $ (0.01) (Note 2) Total Assets $ 370 $ 2,280 $ 1,882 $ 965 $ 835
The numerical note referred to above is included in the Notes to Financial Statements. Registrant has not conducted any business operations during its last five (5) fiscal years, except that during the above fiscal years it has incurred expenses necessary to keep its good standing in its state of residence. ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Refer to notes and financial statements. ITEM 8. Financial Statements and Supplementary Data The financial statements of Registrant are attached hereto as Exhibit 14(a). - 3 - 4 PART III. ITEM 10. Directors and Executive Officers of the Registrant
First Common Shares Principal Elected Owned Beneficially Name Occupation Age Director On July 31, 1990 ---- ---------- --- -------- ----------------- Byron J. Wayne President, 57 1987 -0- Secretary and Treasurer of Registrant
ITEM 11. Management Remuneration and Transaction No officer or director of Registrant receives any remuneration. ITEM 12. Security Ownership of Certain Beneficial Owners and Management Leonard M. Ross owns 400,955 shares of the issued and outstanding stock of Registrant which constitutes approximately 89% of such stock. Registrant does not have any subsidiaries. Indemnification of Directors and Officers The by-laws of the Corporation provide that the Corporation shall indemnify each of its officers and directors, whether or not then in office, to the extent permitted by the California General Corporation Law against all reasonable expenses actually and necessarily incurred by such individuals in connection with the defense of any litigation to which he or she may have been made a party because he or she is or was a director or officer of the Corporation. Directors and officers have no right to reimbursement in relation to any matter in which such officer or director has been adjudged liable to the Corporation for gross negligence or comparable misconduct in the performance of his or her duties. PART IV - 4 - 5 ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) The Registrant's financial statements are attached hereto. (b) No materially important events occurred during the fiscal year of Registrant that would require filing of Form 8-K. (c) The Exhibits listed in the accompanying Exhibit Index on Page 12 are filed as part of this Form 10-K. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duty authorized. (Registrant) JILCO INDUSTRIES, INC. By: /s/ Martha J. Kretzmer ----------------------------- Martha J. Kretzmer President Date: August 7, 1997 - 5 - 6 JILCO INDUSTRIES, INC. List of Financial Statements The following financial statements of Jilco Industries, Inc. are included in Item 8: Balance sheets -- Years ended July 31, 1990 and 1989. Statements of operations -- Years ended July 31, 1990, 1989 and 1988. Statements of cash flows -- Years ended July 31, 1990, 1989 and 1988. Notes to financial statements -- July 31, 1990. - 6 - 7 JILCO INDUSTRIES, INC. BALANCE SHEETS AS OF JULY 31, (UNAUDITED) ASSETS
1990 1989 --------- --------- ASSETS Cash $ 370 $ 2,280 --------- --------- TOTAL ASSETS $ 370 $ 2,280 ========= ========= LIABILITIES AND SHAREHOLDERS' DEFICIENCY CURRENT LIABILITIES Accounts payable $ -0- $ -0- Notes payable to shareholder (Note 3) 46,000 45,000 Accrued expenses (Note 3) 17,276 13,045 --------- --------- Total current liabilities 63,276 58,045 --------- --------- SHAREHOLDERS' DEFICIENCY Common stock, no par value 1,500,000 shares authorized 449,991 shares issued and outstanding 749,950 749,950 Accumulated deficit (812,856) (805,715) --------- --------- Total shareholders' deficiency (62,906) (55,765) --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY $ 370 $ 2,280 ========= =========
The accompanying notes are an integral part of these financial statements. - 7 - 8 JILCO INDUSTRIES, INC. STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT FOR THE YEARS ENDED JULY 31, (UNAUDITED)
1990 1989 1988 --------- --------- --------- EXPENSES Professional fees $ 2,000 $ 1,795 $ 1,783 Fees and licenses 255 255 1,155 Interest expense (Note 3) 4,231 4,085 2,519 State franchise tax 600 405 200 Sundry 55 37 65 Total expenses 7,141 6,577 5,722 --------- --------- --------- NET LOSS (7,141) (6,577) (5,722) ACCUMULATED DEFICIT, BEGINNING OF YEAR (805,715) (799,138) (793,416) --------- --------- --------- ACCUMULATED DEFICIT, END OF YEAR $(812,856) $(805,715) $(799,138) ========= ========= ========= NET LOSS PER SHARE (NOTE 2) $ (0.02) $ (0.01) $ (0.01) ========= ========= =========
The accompanying notes are an integral part of these financial statements. - 8 - 9 JILCO INDUSTRIES, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31,
1990 1989 1988 ------- ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(7,141) $(6,577) $(5,722) Increase (decrease) in Accounts payable and accrued expenses 4,231 3,900 2,639 ------- ------- ------- Net cash used in operating activities (2,910) (2,677) (3,083) ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from notes payable to shareholder, net 1,000 3,075 4,000 ------- ------- ------- Net cash provided by financing activities 1,000 3,075 4,000 ------- ------- ------- NET INCREASE (DECREASE) IN CASH (1,910) 398 917 CASH, BEGINNING OF YEAR 2,280 1,882 965 ------- ------- ------- CASH, END OF YEAR $ 370 $ 2,280 $ 1,882 ======= ======= =======
The accompanying notes are an integral part of these financial statements. - 9 - 10 NOTE 1 - THE COMPANY The Company has been inactive since April 2, 1968 when it was discharged from bankruptcy under its previous name of Sportways, Inc. The expenses the Company has incurred represent those necessary to keep the Company in good standing in its state of residence. Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of the Company's financial instruments, including cash, accounts payable, and accrued expenses, the carrying amounts approximate fair value due to their short maturities. The amounts shown as notes payable also approximate fair value because current interest rates offered to the Company for notes payable of similar maturities are substantially the same. Estimates In preparing financial statements in conformity with generally accepted accounting principles, management makes estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. NOTE 2 - LOSS PER SHARE All per share computations are based on 449,991 shares outstanding. There are no common stock equivalents. - 10 - 11 NOTE 3 - NOTES PAYABLE TO SHAREHOLDER Notes payable to shareholder consist of the following:
1996 1995 1994 1993 1992 1991 1990 1989 ------- ------- ------- ------- ------- ------- ------- ------- Revolving note payable (A) $40,000 $40,000 $40,000 $40,000 $40,000 $40,000 $40,000 $40,000 Revolving note payable (B) 8,250 8,250 8,250 5,250 4,250 2,000 1,000 -0- Term note payable (C) 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 ------- ------- ------- ------- ------- ------- ------- ------- TOTAL $53,250 $53,250 $53,250 $50,250 $49,250 $47,000 $46,000 $45,000 ------- ------- ------- ------- ------- ------- ------- -------
(A) Accrued interest at 9% per annum. Principal and accrued interest due on demand. (B) Accrued interest at 11% per annum. Principal and accrued interest due on demand. (C) Accrued interest at 10% per annum. Principal and accrued interest due on demand. - 11 - 12 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 3(1) Articles of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3(1) to the Company's 1989 Form 10-K). 3(2) By-laws of the Registrant, as amended (incorporated by reference to Exhibit 3(2) to the Company's 1989 Form 10-K). 10(1) Revolving Demand Note, dated November 7, 1989, between the Company and Leonard M. Ross). 10(2) Note Extension and Modification Agreement, dated November 7, 1989, between the Company and Leonard M. Ross. 10(3) Revolving Demand Note, dated December 18, 1987, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10(1) to the Company's 1989 Form 10-K). 10(4) Note Extension and Modification Agreement, dated November 7, 1989, between the Company and Leonard M. Ross. 10(5) Note Extension and Modification Agreement, dated July 13, 1988, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10(2) to the Company's 1989 Form 10-K). 10(6) Promissory Note Extension Agreement, dated August 8, 1986, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10(3) to the Company's 1989 Form 10-K).
- 12 - EX-10.(1) 2 EXHIBIT 10(1) 1 EXHIBIT 10(1) REVOLVING DEMAND NOTE ("NOTE") November 7, 1989 $10,000.00 Beverly Hills, California On demand, or if no demand is made then on December 31, 1991 ("Maturity Date" herein), for value received, the undersigned ("Maker" or "Payor" herein) promise(s) to pay to the order of LEONARD M. ROSS ("Holder" or "Payee" herein), at Beverly Hills, California, or at such other address as is designated by Holder, the sum of TEN THOUSAND DOLLARS ($10,000.00), or so much thereof as may be outstanding hereunder, together with interest thereon from and after the date hereof on the unpaid principal at the rate of ELEVEN PERCENT (11%) per year (computed on the basis of a 360-day year for the actual number of days elapsed from the date set forth until paid). Interest shall be payable on or before the Maturity Date. Principal and interest shall be payable only in lawful money of the United States of America. All or any portion of the principal of this Note may be borrowed, repaid and reborrowed from time to time prior to the Maturity Date, provided that at the time of any borrowing no default exists, and provided further that the total borrowings outstanding hereunder at any one time shall not exceed $10,000. Each borrowing and repayment hereunder will be endorsed on the reverse of this Note. The excess of borrowings over repayments shall evidence the principal balance due hereon from time to time and at any time. Any loan hereunder shall be conclusively presumed to have been made to or for the benefit of the undersigned when made in accordance with such request. Each of the following events shall constitute an "Event of Default" (collectively "Events of Default") under this Note: (1) The failure of the undersigned to pay any installment of principal or interest on this Note when the same becomes due and payable. (2) The undersigned shall make an assignment for the benefit of creditors. (3) The undersigned shall petition or apply to any tribunal for appointment of a trustee or receiver of the undersigned or commence any proceeding relating to the 1 2 undersigned under any bankruptcy or reorganization statute or any provision of the Bankruptcy Act, or under any arrangement, insolvency, readjustment or debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect. (4) Any petition or application of the type described above is filed or any proceedings of the type described in subparagraph (3), above, are commenced against the undersigned, and the undersigned by any act indicates it approval thereof, consent thereto or acquiescence therein, or an order is entered appointing any such trustee or receiver, or adjudicating the undersigned bankrupt or insolvent, or approving the petition in any such proceeding, and any such order remains in effect for more than sixty (60) days. Should any Event of Default occur, the Payee of this Note may, if such Event of Default is not cured within five (5) days after receipt by Payor of written notice from Payee of such Event of Default (which receipt shall be deemed to have occurred THREE (3) DAYS after deposit of said written notice in the United States mail, certified, return receipt requested, postage and fees prepaid, addressed to Payor at the address set forth below), declare the whole sum of principal and interest to be, and thereafter the whole sum of principal and interest shall forthwith become, due and payable. Should principal and interest not be paid on the agreed or accelerated date of maturity, then the interest rate provided for under this Note shall, without notice, be increased to an amount TWO PERCENT (2%) per year over and above the rate originally contracted for, effective from the day following the date that such payment of principal or interest became overdue, with such unpaid interest compounded; but in no event shall the interest payable hereunder exceed the maximum rate permitted by law. Such increased rate of interest shall continue until such overdue payment of principal and interest shall be paid in full. The failure to exercise, in case of one or more Events of Default, any right or remedy given in this paragraph shall not preclude the Payee of this Note from exercising any right or remedy given in this paragraph in case of one or more subsequent Events of Default. All of any portion of principal and interest, or both, of this Note may be prepaid, in whole or in part, at any time or from time to time, without penalty or premium. In the event this Note is not paid on the agreed or accelerated date of maturity according to its terms, Maker promise(s) to pay all costs of collection of this Note and reasonable attorneys' fees in connection therewith, whether or not suit is filed hereon. The makers and endorsers of this Note hereby waive diligence, demand, presentment, protest and notice of any kind. If this Note is executed by two or more makers, the obligations and liability of the undersigned shall be joint and several. 2 3 This Note shall be binding upon Maker and the heirs, successors and assigns of Maker, and shall inure to the benefit of Holder, its heirs, successors and assigns. Address: JILCO INDUSTRIES, INC. P. 0. Box 10539 Beverly Hills, CA 90213 By /s/ Byron Wayne -------------------------------- Byron Wayne, President "Payor/Maker" [Revolving Demand Note to LEONARD M. ROSS dated November 7, 1989 in the original principal amount of $10,000.00] 3 EX-10.(2) 3 EXHIBIT 10(2) 1 EXHIBIT 10(2) NOTE EXTENSION AND MODIFICATION AGREEMENT THIS NOTE EXTENSION AND MODIFICATION AGREEMENT ("Agreement") is entered into by and between JILCO INDUSTRIES, INC., a California corporation ("Payor") and LEONARD M. ROSS, a California resident ("Payee"). Payor and Payee do hereby mutually acknowledge and agree that Payor is presently liable for the indebtedness represented by a certain promissory note payable to Payee in the original principal amount of FORTY THOUSAND DOLLARS ($40,000.00) ("Note" herein), which has a present outstanding balance as of the date hereof of FORTY THOUSAND DOLLARS ($40,000.00) plus accrued interest. NOW, THEREFORE, FOR VALUABLE CONSIDERATION IN HAND RECEIVED, the parties hereto, and each of them, do hereby agree that effective as of the date hereof, the unpaid principal portion of the Note and all unpaid accrued interest, if any, shall be all due and payable on December 31, 1991. Nothing contained herein shall be deemed to affect the obligation of Payor regarding the payment of interest accrued on the Note through the date hereof, or to affect any obligations of Payor under the Note, except as set forth herein. IN WITNESS WHEREOF, the parties hereto, and each of them, have executed this Agreement as of the 7th day of November, 1989. JILCO INDUSTRIES, INC. a California corporation By /s/ Byron Wayne ------------------------------------- Byron Wayne, President "Payor" /s/ Leonard M. Ross ------------------------------------- Leonard M. Ross "Payee" EX-10.(4) 4 EXHIBIT 10(4) 1 EXHIBIT 10(4) NOTE EXTENSION AND MODIFICATION AGREEMENT THIS NOTE EXTENSION AND MODIFICATION AGREEMENT ("Agreement") is entered into by and between JILCO INDUSTRIES, INC., a California corporation ("Payor") and LEONARD N. ROSS, a California resident ("Payee"). Payor and Payee do hereby mutually acknowledge and agree that Payor is presently liable for the indebtedness represented by a certain promissory note payable to Payee in the original principal amount of FIVE THOUSAND DOLLARS ($5,000.00) ("Note" herein), which has a present outstanding balance as of the date hereof of FIVE THOUSAND DOLLARS ($5,000.00) plus accrued interest. NOW, THEREFORE, FOR VALUABLE CONSIDERATION IN HAND RECEIVED, the parties hereto, and each of them, do hereby agree that effective as of the date hereof, the unpaid principal portion of the Note and all unpaid accrued interest, if any, shall be all due and payable on December 31, 1991. Nothing contained herein shall be deemed to affect the obligation of Payor regarding the payment of interest accrued on the Note through the date hereof, or to affect any obligations of Payor under the Note, except as set forth herein. IN WITNESS WHEREOF, the parties hereto, and each of them, have executed this Agreement as of the 7th day of November, 1989. JILCO INDUSTRIES, INC. a California corporation By /s/ Byron Wayne ----------------------------------- Byron Wayne, President "Payor" /s/ Leonard M. Ross ----------------------------------- Leonard M. Ross "Payee" -----END PRIVACY-ENHANCED MESSAGE-----