SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the quarterly period ended June 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-28663
AMERICAN JEWELRY CORP.
(Exact name of small business issuer as specified in its charter)
DELAWARE 84-1516192
(State of other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
131 West 35th Street
New York, New York 10001
(Address of principal executive offices)
(212) 736-0880
(Issuer's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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 |X| No
|_|
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: Common Stock, $.001 par value per
share - 10,518,985 shares outstanding as of June 30, 2001; Series A Preferred
Stock, $.001 par value per share - 200,000 shares outstanding as of June 30,
2001.
AMERICAN JEWELRY CORP.
FORM 10-QSB
FOR THE QUARTER ENDED JUNE 30, 2001
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements.
Index to Financial Statements F-1
Consolidated Balance Sheets as of June 30, 2001 F-2
Consolidated Statement of Operations for the Three Months
ended June 30, 2001 and June 30, 2000, and for the Six Months
ended June 30, 2001 and June 30, 2000. F-3
Consolidated Condensed Statements of Cash Flows for the Six
Months ended June 30, 2001 and June 30, 2000 F-4
Notes to Financial Statements F-5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. 7
PART 11. OTHER INFORMATION
Item 1. Legal Proceedings. 8
Item 2. Changes in Securities and Use of Proceeds. 8
Item 3. Defaults upon Senior Securities. 8
Item 4. Submission of Matters to a Vote of Security Holders. 8
Item 5. Other Information. 8
Item 6. Exhibits and Reports on Form 8-K. 8
1
AMERICAN JEWELRY CORP.
AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
Consolidated Balance Sheet .............................................F-2
Consolidated Statements of Operations ..................................F-3
Consolidated Statements of Cash Flows ..................................F-4
Notes fo Consolidated Financial Statements .............................F-5
F-1
AMERICAN JEWELRY CORP.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30, 2001
ASSETS
CURRENT ASSETS:
Cash $ 24,778
Accounts receivable, net 1,232,421
Inventory 8,418,820
Loan to shareholders 531,883
------------------
TOTAL CURRENT ASSETS 10,207,902
PROPERTY AND EQUIPMENT, net 408,667
OTHER ASSETS:
Intangible assets 300,000
Other 74,526
------------------
$ 10,991,095
==================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 971,911
Loans payable 520,000
Convertible debentures 881,161
------------------
TOTAL CURRENT LIABILITIES 2,373,072
------------------
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value -325,000,000 shares authorized,
10,518,985 shares issued and outstanding 10,519
Preferred stock, $.001 par value - 5,000,000
shares authorized, 200,000 Series A shares
issued and outstanding 200
Treasury stock (10,428)
Additional paid-in capital 47,069,526
Accumulated deficit (38,451,794)
------------------
TOTAL STOCKHOLDERS' EQUITY 8,618,023
------------------
$ 10,991,095
==================
See notes to consolidated financial statements
F-2
AMERICAN JEWELRY CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
---------------------------------- --------------------------------
2001 2000 2001 2000
(Restated) (Restated)
------------------ -------------- --------------- ----------------
Net sales $ 2,112,283 $ 2,073,574 $ 3,487,964 $ 3,546,974
Cost of goods sold 1,513,289 1,676,352 2,625,439 2,566,629
------------------ -------------- --------------- ----------------
Gross profit 598,994 397,222 862,525 980,345
Non cash compensation expense 225,000 225,000 225,000 225,000
Selling, general and administrative 592,718 462,678 1,215,862 922,579
Stock compensation 2,443,197 - 2,657,741 -
Bad debt recovery - (700,000) - (700,000)
------------------ -------------- --------------- ----------------
Income (loss) from operations (2,661,921) 409,544 (3,236,078) 532,766
Interest expense 43,529 289,958 61,369 580,294
------------------ -------------- --------------- ----------------
Net income (loss) $ (2,700,533) $ 119,586 $ (3,292,530)$ (47,528)
================== ============== =============== ================
Basic and diluted net income (loss) per share
Net income (loss) per share $ (0.69)$ 0.46 $ (1.32)$ (0.22)
================== ============== =============== ================
Weighted average common shares outstanding 3,916,554 260,920 2,506,185 216,811 *
================== ============== =============== ================
* Prior periods share restated 1:300 reverse split.
See notes to consolidated financial statements
F-3
STATEMENT OF CASH FLOWS
AMERICAN JEWELRY CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended June 30,
------------------------------
2001 2000
------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES :
Net loss $ (3,292,530)$ (47,528)
------------- ----------------
Adjustment to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 65,480 17,500
Amortization 37,500 -
Officers' compensation 225,000 225,000
Fee and interest on convertible debentures 46,286 -
Interest expense on conversion benefit 2,657,741 27,043
Amortization of deferred compensation - 102,498
Write-off of deferred financing and offering costs - 118,146
Change in assets and liabilities;
Increase in accounts receivable 501,714 (560,838)
Decrease in inventories 500,000 2,557,368
Increase in other assets (33,626) (210,125)
Decrease (Increase) in accounts payable and accrued expenses 80,097 (1,046,273)
------------- ----------------
Total adjustments 4,080,192 1,230,319
------------- ----------------
Net cash provided by (used in) operating activities 782,745 1,182,791
------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES :
Acquisition of property and equipment - (170,374)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable - financial instituions - (1,884,498)
Proceeds from convertible debentures 600,000 224,450
Repayment of loans - (184,464)
Proceeds from issuance of stock - 1,039,000.00
Redemption of treasury stock (10,428) -
Advances to stockholders (531,883) -
Repayment to stockholders (914,964) (297,636)
------------- ----------------
Net cash used in (provided by) by financing activities (857,275) (1,103,148)
------------- ----------------
Net increase in cash (74,530) (90,731)
Cash - beginning of year 99,308 97,465
------------- ----------------
Cash - end of year $ 24,778 $ 6,734
============= ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION :
Interest paid $ - $ 27,043
============= ================
NON-CASH FINANICING AND INVESTING ACTIVITIES:
Forgiveness of debt by financial institution $ - $ 4,446,040
============= ================
Conversion of debentures $ 723,160 $ 691,760
============= ================
Forgiveness of notes payable by related party $ - $ 2,000,000
============= ================
See notes to consolidated financial statements
F-4
AMERICAN JEWELRY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying condensed financial statements have been prepared in
accordance with generally accounting principles for interim financial
information and with instructions to Form 10-QSB. 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
recurring accruals) considered necessary for a fair presentation have
been included.
The results of operations for the six-month period ended June 30, 2001
are not necessarily indicative of the results to be expected for the
year ended December 31, 2001.
The condensed interim financial statements should be read in
conjunction with the audited financial statements and notes, contained
in the Form 10-KSB filed on April 17, 2001.
2. STOCKHOLDERS EQUITY
Convertible Debentures:
During the six-months ended June 30, 2001, the Company received
$600,000 for debentures issued during the year ending December 31,
2000. Such amounts received have been converted into 4,090,742 shares
of the Company's common stock with the recording of $1,127,886
beneficial convertible features.
Furthermore, the Company issued 33,334 shares of common stock to the
existing debenture holders to convert the above debentures in the
amount of $104,321 in connection with a settlement agreement entered
into on December 31, 2000 with the existing debenture holders.
Moreover, in connection with a settlement agreement between the
existing debenture holders and a third party on December 31, 2000 to
sell the debentures, the existing debenture holders were paid $500,000.
In addition, the new debenture holder converted the debentures in the
amount of $171,000 into 5,368,238 shares of common stock with the
recording of $1,529,855 beneficial convertible features.
3. COMMON STOCK
On April 30, 2001 the Company elected to effect a 1:300 reverse stock
split of its common stock. Concurrent with the reverse split, the
Company's ticker symbol has changed to AMJC (OTC BB).
F-5
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
SIX-MONTH AND THREE MONTH PERIODS ENDED JUNE 30, 2001 COMPARED TO SIX-MONTH AND
THREE MONTHS PERIODS ENDED JUNE 30, 2000
Net sales amounted to $3,487,964 for the six-month period ended June
30, 2001, compared to $3,546,974 a decrease of $59,010 or 2% from the six-month
period ended June 30, 2000. Net sales for the three months ended June 30, 2001
were $2,112,283 compared to $2,073,574 for the same period in 2000, an increase
of 2%. The changes in sales are not deemed material.
Gross profit decreased by $117,820 or 12%, to $862,525 for the
six-month period ended June 30, 2001 from $980,345 for the six-month period
ended June 30, 2000. Gross profit for the three months ended June 30, 2001
increased by $201,772 to $598,994 in 2001 from $397,222 for the same period in
2000. Gross profit, estimated by management for interim periods, was decreased
to 25% for the six-month period ended June 30, 2001 from 28% for the six-month
period ended June 30, 2000. This reduction is not deemed material and is subject
to adjustments in later periods.
Selling, General and Administrative expenses increased by $288,366, or
31% to $1,210,945, or 35% of net revenues, for the six-month period ended June
30, 2001, from $922,579 or 26% of net revenues for the six-month period ended
June 30, 2000. Selling, General and Administrative expenses increased by
$125,123, or 27% to $592,718, or 28% of net revenues, for the three-month period
ended June 30, 2001, from $462,678 or 22% of net revenues for the three-month
period ended June 30, 2000. The principal increase in expenses was due to
increased costs related to acquisitions and restructuring of Company's debt and
equity.
Interest expenses decreased to $61,369 for the six-month period ended
June 30, 2001 from $580,294 for the six-month period ended June 30, 2000.
Interest expenses decreased to $43,529 for the three-month period ended June 30,
2001 from $298,958 for the three-month period ended June 30, 2000. The decrease
is primarily due to the elimination of note payable to financial institution and
reduction of outstanding debentures payable that were in place in 2000.
LIQUIDITY AND CAPITAL RESOURCES
Historically the Company financed operations principally through
collections of accounts receivable, loans from financing institutions, issuance
of stock and advances from officers. In the six months ended June 30, 2001, the
Company financed operations from proceeds from sales. We believe the Company
will be able to finance future operations from cash generated from operations.
Working capital increased by $677,932 TO $7,886,991 at June 30, 2001,
from $7,209,059 at June 30, 2000.
The Company's operating activities generated cash in the amount of
$782,745 for the six month period ended June 30, 2001 as compared to $1,182,791
for the same period in 2000. There were no investing activities in 2001. In the
six months ended June 30, 2000 the Company acquired property and equipment for
$170,341.
The Company used net cash in financing activities in the amount of
$857,275 during the six month period ended June 30, 2001, as compared to
$1,103,148 during the six month period ended June 30, 2000. The principal use of
cash in financing activities in 2001 was repayment of debt and advances to
7
stockholders. The principal use of cash in financing activities in 2000 was
repayment of loan payable to financial institution.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
Incorporated by reference herein to the Company's Form 10-KSB for the
fiscal year ended December 31, 2000, as filed with the Securities and Exchange
Commission on April 17, 2001.
Item 2. Changes in Securities and Use of Proceeds.
------------------------------------------
The holders of certain 8% Convertible Debentures due 2002 of the
Company (the "Debentures") entered into a purchase agreement with third parties
(the "Purchasers") to sell $100,000 of the Debentures to the Purchasers. The
Company exchanged the Debentures purchased by the Purchasers with debentures
issued by the Company that were amended to extend the maturity date an
additional year and to amend the conversion price to the lower of (i) 92% of the
average of the closing sale price of the Company's Common Stock for the five
trading days prior to the applicable conversion rate or (ii) $.015, subject to
typical adjustments in the event of stock splits and the like. The Company has
also entered into an agreement with the Purchasers of the amended debentures,
which provides for limitations on the amount of the amended debentures to be
converted.
Item 3. Defaults Upon Senior Securities.
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
(a) Date of Special Meeting: April 30, 2001
(b) Approval of amendment to the Company's Certificate of
Incorporation to effect a 1:300 reverse stock split of the
Company's issued and outstanding shares of common stock, par
value $0.0001 per share.
STOCKHOLDER VOTES
-----------------
For: 415,085,619
Against: 29,327,204
Abstentions: 175,500
Broker non-votes: 0
Item 5. Other Information.
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
8
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: August 14, 2001
American Jewelry Corp.
By: /s/ Isaac Nussen
---------------------------
Name: Isaac Nussen
Title: President and Chief
Executive Officer