Form 10-QSB - Page-
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 February 06, 1999
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 February 06, 1999
Common Stock, $0.01 Par Value 5,181,085 Shares
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE
ITEM 1 Financial Statements
Consolidated Balance Sheets as of February 06, 1999
and February 04, 1998 3
Consolidated Statements of Operations for the Nine
Month Periods ending February 06,1999 and February
04, 1998 4
Consolidated Statements of Cash Flow for the Nine
Month Periods Ending February 06, 1999 and February
04, 1998 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
9
SIGNATURES 9
MARCI INTERNATIONAL IMPORTS, INC.
(a Dormant State Company)
Consolidated Balance Sheet
Fiscal Years 1999 and 1998
February 06, 1999 and February 04, 1998
(unaudited)
02/06/99 02/04/98
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 48,912 6,451
Retained Earnings (Deficit) (46,720) (4,586)
Net Income/Loss For Quarter (2,192) (1,865)
_______ _______
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 1999 and 1998
for the Nine month period ending
February 06, 1999 and February 04, 1998
(unaudited)
02/06/99 02/04/98
_______ ________
Revenues $ 0 $ 0
Expenses
Administrative Expenses $2,192 $1,865
Net Income/Loss for the year $(2,192) $(1,865)
========= ========
See accompanying notes to financial statements
MARCI INTERNATIONAL IMPORTS, INC.
(a Dormant State Company)
Consolidated Statements of Cash Flows
Fiscal Years 1999 and 1998
for Nine months ended
February 06, 1999 and February 04, 1998
(unaudited)
For Nine Months Ended 2/06/99 02/04/98
Cash Flows from
Operating Activities
Net Income $ 2,192$(1,865)
Net Cash Provided (used) /
By Operating Activities 0 0
Expenses Paid by Capston 2,192 1,865
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)
February 06, 1999
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 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
NONE
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: February 6, 1999
Sally A. Fonner
Chief Financial Officer
Dated: February 6, 1999