FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended August 05, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-15900
MARCI INTERNATIONAL IMPORTS, INC.
(Exact name of Issuer as specified in its charter)
Georgia 59-3461241
other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
1612 N. Osceola Avenue
Clearwater, Florida 33755
(Address of principal offices)
(727) 443-3434
(Issuer's telephone number, including area code)
Indicate by check mark whether the Issuer (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 Issuer was required to file
such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
dates.
Title of Each Class Outstanding at August 05, 1998
Common Stock, $0.01 Par Value 5,181,085 Shares
Subject to reversal 18 to 1
See ITEM 4. & Financial Notes
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE
ITEM 1 Financial Statements
Consolidated Balance Sheets as of August 05, 1998 and
August 05, 1997 3
Consolidated Statements of Operations for the Three Month
Periods ending August 05,1998 and August 05, 1997 4
Consolidated Statements of Cash Flow for the Three Month
Periods Ending August 05, 1998 and August 05, 1997 5
Notes to Financial Statements 6
ITEM 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II
OTHER INFORMATION 10
SIGNATURES 11
MARCI INTERNATIONAL IMPORTS, INC.
(a Dormant State Company)
Consolidated Balance Sheet
Fiscal Years 1998 and 1997
August 05, 1998 and August 05, 1997
(unaudited)
08/05/98 08/05/97
Assets
Organization Cost $ 0 $ 0
Total Assets 0 0
Liabilities and Shareholder's Equity
Stockholders' Equity
Common Stock par value at $.01 per share
20,000,000 shares authorized,
5,181,085 shares issued and outstanding 0 0
Additional Paid in Capital 45,220 1,561
Retained Earnings (Deficit) (9,144) 0
Net Income/Loss For Quarter (36,106) (1,561)
______ _______
Total Shareholders' Equity 0 0
______ _______
Total Liabilities and Shareholders Equity $ 0 $0
========= ========
See accompanying notes to financial statements
MARCI INTERNATIONAL IMPORTS, INC.
(a Dormant State Company)
Consolidated Statements of Operations
Fiscal Years 1998 and 1997
for the three month period ending August 05, 1998 and August 05,
1997
(unaudited)
1998 1997
08/05/98 08/05/97
_______ ________
Revenues $ 0 $ 0
Expenses
Administrative Expenses $ 36,106 $ 1,561
Filing Fees $ 0 $ 0
Net Income/Loss for the quarter $ (36,106) $ (1,561)
========= ========
See accompanying notes to financial statements
MARCI INTERNATIONAL IMPORTS, INC.
(a Dormant State Company)
Consolidated Statements of Cash Flows
Fiscal Years 1998 and 1997
for three months ended August 05, 1998 and August 05, 1997
(unaudited)
For Three Months Ended
08-05-98
08-05-97
Cash Flows from Operating Activities
Net Income $ (36,106) (1,561)
Net Cash Provided (used) /
By Operating Activities
$ 0
0
Expenses Paid by Capston $
36,106 1,561
Net Increase (Decrease) in Cash 0
0
Cash at Beginning of Period 0
0
Cash at End of Period $ 0 $ 0
======== ====
See accompanying notes to financial statements
MARCI INTERNATIONAL IMPORTS, INC.
(A Dormant State Company)
August 05, 1998
Note 1. HISTORY OF THE REGISTRANT
MARCI INTERNATIONAL IMPORTS INC. (the"Registrant") was organized
in Georgia in 1980 and was formerly known as Marci Discount
Imports, Inc. In November 1986, the Registrant changed its state
of incorporation to Delaware and simultaneously changed its name
to Marci International Imports, Inc. The Registrant's business
consisted of a chain of retail import stores in Georgia, South
Carolina and Alabama; they offered a wide assortment of home
furnishings imported principally from the orient. The Registrant
also offered domestically manufactured solid brass beds, home
furnishings and gifts. The Registrant successfully completed an
initial public offering of its Common Stock on February 19, 1987
and in connection with an application to list its Common Stock on
the NASDAQ system, the Registrant also registered its Common
Stock pursuant to Section 12(g) of the Securities Act of 1934
(the "Securities Act").
On March 16, 1989, the Registrant filed a voluntary petition
under Chapter 11 of the Bankruptcy ACT (Case No. 89-02801) in the
U.S. Bankruptcy Court for the Northern District of Georgia. On
September 10, 1990, the Registrant's case under Chapter 11 was
voluntarily converted into a case under Chapter 7 of the
Bankruptcy Act. As a result of the voluntary conversion of the
Registrant's bankruptcy case, all assets of the Registrant were
transferred to the Trustee in Bankruptcy on the conversion date
and the Registrant ceased all operations. Subsequently, the
Trustee in Bankruptcy effected an orderly liquidation of
corporate assets and used the proceeds to repay the Registrant's
creditors. On July 14, 1995 the Registrant's case under Chapter 7
was closed by an order of the Court and the Trustee in Bankruptcy
was discharged. As a result of the Bankruptcy, the Registrant has
no assets, liabilities, management or ongoing operations and has
not engaged in any business activities since it's filings.
Note 2. RESTORATION OF CORPORATE STATUS
On January 7, 1997, acting in its capacity as the holder of 2,000
shares (0.000386%) of the Registrant's common stock, and without
first receiving the consent, approval or authorization of any
other person associated with the Registrant, Capston Network
Company effected a reinstatement of the Registrant's certificate
of incorporation under Title 14 of the Official Code of Georgia
Annotated.
Capston is currently not entitled to reimbursement for any
expenses incurred by it on behalf of the Registrant. However,
because Sally Fonner is both the President of MARCI INTERNATIONAL
IMPORTS, INC. and Capston, prior Staff Accounting Bulletins
required under generally accepted accounting principals the
treatment of debiting the expenses with corresponding credit to
paid-in capital. Future expenses of Capston or others will be
treated this way. These expenses are actual cash expenditures and
do not reflect any costs associated with the operation of Capston
nor any personnel time or cost.
Note 3. FUTURE EXPENSES
Capston will continue to extend administrative expenses to keep
MARCI INTERNATIONAL IMPORTS, INC. current with its reporting
requirements, keeping the Corporation in good standing, any
required proxy solicitation or acquisition efforts. These amounts
should not exceed $75,000 in out-of-pockets costs.
Note 4. As of the July 25, 1998, the stockholders appproved a
reverse split of 18 to 1, this with the approved compensation to
Capston, has resulted in 600,000 shares of common stock
technically outstanding. For administrative reasons, management
has currently elected to delay the actual reversal of shares
outstanding and the issuance of Capston's shares.
Item 2. Management Discussion and Analysis of Financial Condition
and Results of Operations.
Financial Condition
As a result of its 1990 Bankruptcy, the Registrant has no
assets, liabilities, or ongoing operations and has not engaged in
any business activities since it's filings. The Registrant had no
operations during the eight years ended August, 1998 and no
material assets or liabilities as of August 5, 1998. Management
received stockholder approval of a plan whereby the Registrant
began operating as a "public shell" for the purpose of effecting
a business combination transaction with a suitable privately-held
company that has both business history and operating assets.
There can be no assurance that management will be successful in
its efforts to negotiate such a transaction.
Plan of Operations
The Registrant has not engaged in any material operations or
had any revenues from operations since it's filings. The
Registrant's plan of operation for the next twelve months is to
seek the acquisition of assets, property or business that may
benefit the Registrant and its stockholders. Because the
Registrant has no resources, management anticipates that to
achieve any such acquisition, the Registrant will be required to
issue shares of its common stock as the sole consideration for
such acquisition.
The Registrant prepared and distributed to the stockholders
a detailed plan of reorganization (the "Plan") whereby the
Company's operation will be as a " public shell" for the purpose
of effecting a business combination transaction with a suitable
privately-held company that has both business history and
operating assets.
During the next twelve months, the Registrant's only
foreseeable cash requirements will relate to maintaining the
Registrant in good standing, preparing and distributing to
stockholders a proxy statement relating to the proposed Plan, and
the payment of expenses associated with reviewing or
investigating any potential business venture, which are
anticipated to be advanced by Capston as loans to the Registrant.
Because the Registrant has not identified any potential venture
as of the date of this Quarterly Report on Form 10-QSB, it is
impossible to predict the amount of any such loans. However, any
loans from Capston will be on terms no less favorable to the
Registrant than would be available from a commercial lender in an
arm's length transaction. As of the date of this Quarterly Report
on Form 10-QSB, the Registrant has begun seeking an acquisition.
Management anticipates that Capston may advance minor
administrative expenses up to approximately another $40,000 for
legal, accounting and transfer agent's fees and expenses. In the
event that additional funding is required in order to maintain
the Registrant in good standing and/or to review or investigate
any potential merger or acquisition candidate, the Registrant may
attempt to raise such funding through a private placement of its
common stock to accredited investors.
At the present time, Management has no plans to offer or
sell any securities of the Registrant for cash. However, at such
time as the Registrant may decide to engage in such activities,
Management may use any legal means of conducting such offer or
sale, including registration with the appropriate federal and
state regulatory agencies and any registration exemptions that
may be available to the Registrant under applicable federal and
state laws.
Because the Registrant is not currently making any offering
of its securities, and does not anticipate making any such
offering in the foreseeable future, Management does not believe
that Rule 419 promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended,
concerning offerings by blank check companies, will have any
effect on the Registrant or any activities in which it may engage
in the foreseeable future.
PART II - OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
NONE
ITEM 2.CHANGES IN SECURITIES
NONE
ITEM 3.DEFAULTS ON SENIOR SECURITIES
NONE
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The specific matters considered by the
Shareholders and approved in their entirety as of
July 25, 1998 were:
1. To ratify the actions of Capston and Ms.
Fonner in (i) effecting a reinstatement of the
Company's Certificate of Incorporation and (ii)
filing the reports and other documents necessary
to bring the Company current with respect to its
reporting obligations under the Securities
Exchange Act of 1934;
2. To amend the Company's by-laws to authorize
the election of a single-member Board of Directors
to serve until the total shareholders' equity of
the Company exceeds the sum of $100,000;
3. To elect Sally A. Fonner, the president of
Capston, to serve as the sole member of the Board
of Directors until the completion of a business
combination transaction of the type contemplated
by the Plan;
4. To consider and vote upon proposed Amendments
to the Company's Certificate of Incorporation that
will:
(a) Effect a reverse split of all issued and
outstanding shares of Common Stock in the ratio of
1 share of new Common Stock for each 18 shares
presently outstanding so that immediately
thereafter the Company will have approximately
300,000 shares of Common Stock issued and
outstanding;
(b) Increase the authorized Common Stock of the
Company to 25,000,000 shares;
(c) Increase the authorized Preferred Stock of
the Company to 5,000,000 shares; and
(d) Authorize the Board of Directors to change
the Company's name without additional Stockholder
approval in connection with a business combination
of the type contemplated by the Plan;
5. To consider and vote upon a proposal to issue
approximately 300,000 shares of Common Stock to
Ms. Fonner and other persons designated by Capston
as compensation for services rendered and to be
rendered in connection with the development of the
Plan and the management of the Company pending
completion of the business combination
6. To consider and vote upon a proposal that
will give the Board of Directors authority to pay
an in-kind Finder's Fee to unrelated third party
finders who introduce the Company to a suitable
acquisition prospect;
7. To consider and vote upon a proposal that
will give the Board of Directors discretionary
authority to issue an indeterminate number of
shares of Common Stock to unrelated third parties,
all without additional Stockholder approval, in
connection with a business combination
transaction;
8. To consider and vote upon a proposal to adopt
an Incentive Stock Plan for the Company; and
9. To consider and vote upon any other matters
that may properly come before the meeting.
ITEM 5.OTHER INFORMATION
NONE
ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits None
B. Reports on Form 8-K None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
MARCI INTERNATIONAL IMPORTS
INC.
Sally A. Fonner
Chief Executive Officer
Dated: August 05, 1998
Sally A. Fonner
Chief Financial Officer
Dated: August 05, 1998