-----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, RTwVWDLIWTBjfGN9EVfu1A1P7qC8Wgq2MzqCzE0CQ4Jf7FM8sfw76540lmSr7Fnn a8gVLfAWWFNRpet2PuP30A== 0001050502-99-000172.txt : 19990408 0001050502-99-000172.hdr.sgml : 19990408 ACCESSION NUMBER: 0001050502-99-000172 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980831 FILED AS OF DATE: 19990407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMAGICA ENTERTAINMENT INC CENTRAL INDEX KEY: 0000815295 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 592762999 STATE OF INCORPORATION: FL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 033-37968-A FILM NUMBER: 99588971 BUSINESS ADDRESS: STREET 1: P O BOX 2121 STREET 2: 1518 SW 12TH AVENUE CITY: OCALA STATE: FL ZIP: 34478 BUSINESS PHONE: 3528677860 MAIL ADDRESS: STREET 1: 1518 SW 12TH AVENUE STREET 2: PO BOX 2121 CITY: OCALA STATE: FL ZIP: 34478 FORMER COMPANY: FORMER CONFORMED NAME: RANGER INTERNATIONAL INC DATE OF NAME CHANGE: 19940524 10QSB 1 FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 1998 OR TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________TO___________ Commission File No. 33-37968-A IMAGICA ENTERTAINMENT, INC. (Exact name of Registrant as specified in its charter) Florida 59-2762999 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 1518 SW 12th Avenue, Ocala, Florida 34474 (Address of principal executive offices) (352) 867-7860 (Issuer's telephone number) 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 Number of common shares outstanding as of January 31, 1999 - 4,308,550. Transitional Small Business Disclosure Format: Yes _____ No X Part I Item 1 Financial Statements Financial statements for the first quarter of fiscal 1999 are included as pages F-1 through F-4. Item 2 Management Discussion and Analysis The first quarter of fiscal 1999 saw the Company moving forward with increased sales and profits. The Company booked $989,154.00 as non cash interest expense in the period. This was the difference between the price the Company's common shares were issued at and the market price at the date of the transaction. This was a non cash amount. Further discussion of this will be found in the Company's 10K for the period of fiscal 1998. The Company's actual operating profit for the period was $65,869.64. The Company ended the period with equity of $39,525.74. The Company during the first quarter experienced considerable difficulty in producing the orders received on a timely basis. In order to not cause difficulties with customers the Company was forced to advise of production schedules as far out as 45 days. In most cases customers could not wait that long and placed their business with other screen printers. It became obvious to the Company's management and board that to meet it's sales and profit goals investment in a larger facility and the addition of considerable production equipment was mandatory. Management believes that based on the level of quotes and potential orders that were placed with other manufacturers that with additional space and equipment that the Company can achieve a sales level of six million dollars annually in only a few months after operations are fully functional in the new facility. Based on that premise the Company's management and board began the process of locating a suitable facility and determining what equipment was necessary to meet it's goals. The Company's board is determined to see the Company move forward in the screen print industry and in addition to a new facility will seek to acquire approximately $500,000 in new production equipment. Since the board has elected to not purchase or continue the lease on it's current facility the new building and equipment must be in and fully operational by the end of it's current building lease which is September 30, 1999. Part II Item 1 Legal Proceedings There were no new lawsuits filed against the Company in the first quarter of fiscal 1999. The Company believes that based on the opinion of counsel that what minor suits exist will have no material effect on the Company's balance sheet. Item 2 Changes in Securities During the first quarter of fiscal 1999 the following shares were issued without registration. They were issued pursuant to Item 701 of Regulation S-B to accredited investors under Rule 501(a) and rule 144. These shares are voting common stock with a par value of .001. Shares sold at $.25 per share. Date Shares Recipient July 12, 1998 81,999 William Diamond July 12, 1998 82,353 Lawrence Dimino July 12, 1998 82,061 Kim Fiorletta July 12, 1998 81,332 Ron & Dorothy Gray July 12, 1998 82,436 Rudy Lesso Jr. July 12, 1998 82,291 Rudy Lesso III July 12, 1998 82,269 David Moriarty July 12, 1998 81,228 Todd Rincon July 12, 1998 81,999 Herman S. Udasin July 12, 1998 81,562 David Wild July 12, 1998 80,000 Ron or Lois Baute Shares sold at $.20 per share July 28, 1998 767,630 SE Investments, Inc. July 28, 1998 400,000 Jeffrey Sedacca On June 23, 1998 employee Sandra Stewart received 250 shares for 5 years of service. The money received in these transactions went to fund the Company's general operations. Item 3 Default upon Senior Securities None Item 4 Submission of Matters to a Vote of Security Holders On July 10, 1998 a Special Shareholders meeting was held. The meeting was called by Shareholders Jeffrey Sedacca, Howard Essenfeld, and Braxton Jones who represented more than 51% of the outstanding shares of the Company. These shareholders voted to increase the size of the Board of Directors from two to seven and voted to remove Mark Tishman as a Director. The Shareholders then voted to elect to the Board of Directors, Jeffrey Sedacca, Howard Essenfeld, William Klein, and Jeffrey Reed to fill the vacant positions. There were no dissenting votes. Item 5 Other Information None Item 6 Exhibits and Reports on Form 8-K 1. Lease agreement between FRL Enterprises, Inc. and the Company 2. Reports on Form 8-K On June 3, 1998 the Company reported on Form 8-K the following: Entering into the lease with FRL Enterprises, Inc. Issuance of 20,000 shares of stock to former board member Mark Tishman Issuance of shares of stock to certain key employees Return of stock from some employees which was held by Robert Wormser, the Company's former President in a voting trust Issuance of 250 shares of the Company's common stock to employees with 5 years of service or more Imagica Entertainment, Inc. Balance Sheet As of August 31, 1998 Unaudited Assets Current Assets Cash 21,808 Accounts receivable 499,911 Allowance for bad debts (9,321) Inventory 252,194 Other receivables 9,281 Prepaid expenses 40,512 ---------- Total Current Assets 814,384 Fixed Assets Property, plant & equipment 1,122,137 Accumulated depreciation (959,287) ---------- Total Fixed Assets 162,850 Other Assets Miscellaneous deposits 18,135 Patents 3,646 Trademarks 745 ---------- Total Other Assets 22,526 ---------- Total Assets 999,760 ========== Liabilities & Equity Liabilities Current Liabilities Accounts payable 197,345 Accrued expenses 103,860 Notes payable 83,941 Debentures - G. Parker 25,000 Other payables 239,159 ---------- Total Current Liabilities 649,305 Long Term Liabilities Note payable - SunTrust 93,973 Note payable to related party 216,957 ---------- Total Long Term Liabilities 310,930 ---------- Total Liabilities 960,234 ---------- Redeemable common stock 100,000 Capital Deficit Common stock, .001 par value, shares 4,231 authorized 50,000,000; issued 4,228,517 Additional paid-in capital 8,838,534 Accumulated deficit (8,799,800) Less: Treasury stock, at cost 27,250 (103,440) ---------- Total capital deficit (60,474) ---------- Total Liabilities & Capital Deficit 999,760 ========== Imagica Entertainment, Inc. Profit and Loss June through August 1998 Unaudited Jun - Aug '98 ---------- Ordinary Income/Expense Income Sales 906,760 ---------- Total Income 906,760 Cost of Sales Contract labor - plant 4,409 Equipment - leasing & rental 1,055 Materials 263,586 Outside services 50,248 Wages - plant 218,792 ---------- Total Cost of Sales 538,091 ---------- Gross Profit 368,669 Expense General & administrative 121,394 Other manufacturing costs 42,319 Selling & marketing 119,303 ---------- Total Expense 283,016 ---------- Net Ordinary Income 85,653 Other Income/Expense Other Income Miscellaneous income 5,824 ---------- Total Other Income 5,824 Other Expense Depreciation 18,088 Financing costs 7,520 Interest (Stock differential) 989,154 ---------- Total Other Expense 1,014,761 ---------- Net Other Income/Expense (1,008,938) ---------- Net Loss (923,284) ========== - -------------------------------------------------------------------------------- Basic loss per share $ (0.30) - -------------------------------------------------------------------------------- Weighted average common shares outstanding 2,986,957 - --------------------------------------------------------------------------------
Statement of Capital Deficit Common Stock Additional Treasury Stock ----------------------- Paid-In ----------------------- Notes Accumulated Shares Amount Capital Shares Amount Receivable Deficit ------ ------ ------- ------ ------ ---------- ------- Balance, May 31, 1998 2,161,357 2,162 7,566,484 27,250 $ (103,440) 0 (7,876,514) Beneficial conversion feature on common stock issued for reduction in amounts due related party 1,247,630 1,248 1,067,987 Beneficial conversion feature on issuance of convertible notes payable 819,530 820 204,062 Net Loss (923,284) Balance, August 31, 1998 4,228,517 4,230 8,838,534 27,250 $ (103,440) 0 (8,799,799) ========== ========== ========== ========== ========== ========== ==========
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. Imagica Entertainment, Inc. ----------------------------- (Registrant) Date: March 16, 1999 /s/ Braxton Jones ----------------------------- (Signature) Braxton Jones President EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS MAY-31-1999 JUN-01-1998 AUG-31-1998 21,808 0 499,911 (9,321) 252,194 72,318 1,222,137 (959,287) 999,760 624,305 335,930 0 0 4,231 35,294 999,760 906,760 906,760 538,091 0 295,280 0 996,673 0 (923,284) 0 0 0 0 0 .30 0
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