SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
UNDER REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the Period Ended: Commission File No.
December 31, 1996 2-78287-NY
FOOD CONCEPTS, INC.
exact name of registrant as specified in its charter
NEVADA 13-3124057
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6601 Lyons Road
Suite C-12
Coconut Creek, Florida 33073
(address of principal executive office)
Registrant's telephone number, including area code:(954)420-0882
Indicate by check mark whether the registrant has filed all annual, quarterly
and other reports required to be filed with the
Commission within the past ninety days and in addition, has filed
the most recent annual report required to be filed.
Yes [x] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check marks whether the registrant has filed all
documents and reports required to be filed by Sections 2, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock $.0001 par value, 12,911,744
(Title of Class) (Shares outstanding at
December 31, 1996)
1
FOOD CONCEPTS, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31 AND JUNE 30,
DECEMBER JUNE
1996 1996
ASSETS
Current Assets
Cash and Cash Equivalents $(34,086) $ (11,201)
Accounts Receivable 217,130 127,387
Inventory (Note 1) 252,158 180,946
Prepaid Expenses 0 375
Total Current Assets 435,562 297,507
Property, Plant & Equipment (Note 2)
(Net of Accumulated
Depreciation of $32,881) 31,627 36,165
Other Assets
Refundable Deposits 6,660 6,660
Total Assets 473,849 340,332
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable &
Accrued Expenses $ 153,883 $ 134,988
Notes Payable 14,259 51,792
Total Current Liabilities 168,142 198,523
Long Term Liabilities
Note Payable 128,330 -0-
Total Liabilities 296,472 198,523
Shareholders' Equity
Common Stock - $.001 par value;
authorized 20,000,000; issued and
outstanding - 3,894,744 and
12,911,744 respectively 12,912 3,895
Additional Paid-in capital 886,203 895,219
Accumulative Deficit (721,738) (757,305)
Total Shareholders' Equity 177,377 141,809
Total Liabilities &
Shareholders' Equity $ 473,849 $ 340,332
See Accompanying Notes to consolidated Financial Statements.
2
FOOD CONCEPTS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31,
1996 1995
Revenue $ 670,972 $ 465,256
Cost of Sales 273,641 236,001
Gross Margin 397,331 229,255
General & Administrative Expenses 361,764 208,120
Net Income 35,567 21,135
Earnings Per Share .004 .008
Weighted Average Shares outstanding 8,403,244 3,327,300
See Accompanying Notes to Consolidated Financial Statements.
3
FOOD CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATE STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 30,
1996
Cash Flows From Operations:
Net Income $ 35,567
Adjustments to Reconcile Net Income To
Net Cash Used for Operating Activities:
Depreciation , 5,660
(Increase) Decrease in
Accounts Receivable (89,743)
(Increase) Decrease in Inventory (71,572)
Increase in Accounts Payable
/Accrued Expenses 7,152
Decrease in Prepaid Expenses 375
Increase in Notes Payable 90,797
Net Cash (Used) for Operations (21,764)
Cash Flows From Financing Activities: (1,121)
Net Increase (Decrease) in Cash (22,885)
Cash - Beginning of Year (11,201)
Cash - End of Year (34,086)
See Accompanying Notes to Consolidated Financial Statements.
4
FOOD CONCEPTS, INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 1 - BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
A. Organization and Business
Food Concepts, Inc. was organized under the laws of the State of Nevada
on June 16, 1982. On October 27, 1995 the Company reorganized and
acquired Savon Coffee, Inc. as a wholly owned subsidiary. On
January 1, 1996, the Company acquired Palm Beach Gourmet Coffee, Inc. as
a wholly owned subsidiary. The principal business of the Company is
direct sales distributing of Gourmet Coffee, offering more than seventy
coffee blends as well as gift coffee packages, private label coffee and
special coffee roasting services.
B. Significant Accounting Policies
Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal reoccurring
accruals) considered necessary for a fair presentation have been
included. Operation results for the six month period ended Decemmber 31,
1996, are not necessarily indicative of the results that may be expected
for the year ended June 30, 1997. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-KSB for the year ended June 30, 1996.
Basis of Accounting:
The Company policy is to prepare its financial statements
using the accrual basis of accounting in accordance with
generally accepted accounting principles.
Inventory:
Inventory is valued at the lower of cost or market determined by the
weighted average method.
Property, Equipment and Depreciation:
Property and equipment are recorded at cost. The Company charges
expenditures for additions or major replacements to the asset accounts.
The Company provides for depreciation using the straight-line method
over the estimated useful lives of the assets (5-10 years).