SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995, 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 No. 33-55254-17 ------------ FRC RACING PRODUCTS, INC. ------------------------- (Exact name of small business issuer in its charter) Nevada 87-0434298 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 101 NORTH INDUSTRIAL PARKWAY WEST UNION, IOWA 52175 - ---------------------------------------- ----- (Address of principal executive offices) (Zip code) Issuer's telephone number, including area code (319) 422-6244 -------------- 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 requirement for the past 90 days. Yes X No --- --- APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Class Outstanding as of June 18, 1996 - ------------------------- ------------------------------- $.01 PAR VALUE CLASS A COMMON STOCK 12,652,060 SHARES Transitional Small Business Disclosure Format; Yes No X --- --- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. Ridihalgh, Fuelling, Snitker, Weber & Co., P.C. To the Board of Directors FRC Racing Products, Inc. West Union, IA 52175 We have compiled the accompanying balance sheet of FRC Racing, Inc, (a corporation) as of September 30, 1995 and the related statement of income and for the three months then ended, in accordance with Statements and Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. A compilation is limited to presenting in the form of financial statements information that is the representation of management. We have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion or any other form of assurance on them. Management has elected to omit substantially all of the disclosures and the statement of cash flows required by generally accepted accounting principles. If the omitted disclosures and statement of cash flows were included in the financial statements, they might influence the user's conclusions about the Company's financial position, results of operations, and cash flows. Accordingly, these financial statements are not designed for those who are not informed about such matters. /s/ Ridihalgh, Fuelling, Snitker, Weber & Co., P.C. July 10, 1996 UNAUDITED - SEE ACCOMPANYING ACCOUNTANT'S REPORT 2 FRC RACING PRODUCTS, INC. BALANCE SHEET SEPTEMBER 30, 1995 ASSETS CURRENT ASSETS Cash $ 495,143 Accounts Receivable, Trade 51,917 Inventory 190,281 ---------- Total Current Assets 737,341 FIXED ASSETS Property, Plant and Equipment 1,709,445 Accumulated Depreciation (59,887) ---------- Total Property, Plant and Equipment 1,649,558 INTANGIBLE ASSETS Organizational Costs 68,832 Accumulated Amortization (18,736) ---------- Total Intangible Assets 50,096 OTHER ASSETS Prepaid Insurance 2,408 ---------- TOTAL ASSETS $2,439,403 ---------- ---------- UNAUDITED - SEE ACCOMPANYING ACCOUNTANT'S REPORT 3 FRC RACING PRODUCTS, INC. BALANCE SHEET SEPTEMBER 30, 1996 LIABILITIES CURRENT LIABILITIES Accounts Payable $304,176 Accrued Payable 30,337 Accrued Payroll Taxes 23,760 Interest Payable 7,020 Accrued Taxes 5,169 Note Payable 32,454 Current Portion of Long Term Debt 7,579 --------- Total Current Liabilities 410,495 LONG TERM DEBT Note Payable 1,575,000 Less Current Portion (7,579) --------- Total Long Term Debt 1,567,421 --------- Total Liabilities 1,977,916 --------- STOCKHOLDER'S EQUITY Capital Stock 9,900 Additional Paid in Capital 787,067 Retained Earnings (37,144) Total Income or (Loss) (298,336) --------- Total Stockholder's Equity 461,487 --------- Total Liabilities and Stockholder's Equity 2,439,403 --------- --------- UNAUDITED - SEE ACCOMPANYING ACCOUNTANT'S REPORT 4 FRC RACING PRODUCTS, INC. STATEMENT OF INCOME SEPTEMBER 30, 1995 Sales $ 81,868 Cost of Sales 80,591 ---------- Gross Profit (Loss) 1,277 Expenses: Selling Expenses 108,571 General and Administration 139,789 Depreciation 47,837 Amortization 4,434 ---------- Total Expenses 300,631 ---------- Income before Provision for Income Taxes (299,354) Provision for Income Taxes -0- Miscellaneous Income 1,018 ---------- Net Income $ (298,336) ---------- ---------- UNAUDITED - SEE ACCOMPANYING ACCOUNTANT'S REPORT 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. CASH REQUIREMENTS With the Company's current plan of operations, it will need to raise additional capital in order to allow it to purchase the level of inventory required to service the Company's dealer network created as its distribution channels. Once sufficiently capitalized, the Company is expected to operate without additional operating capital needs as the cash flow should allow it to continue to grow and gain a significant share of the market. However, there is no assurances that the Company can raise additional capital or that operating revenues will be sufficient to meet operating expenses. With the Company's mix of manufactured parts as well as parts purchased from other manufacturers, the Company's dealer network is predicted by Management to continue to grow as the Company's reputation is recognized. RESEARCH AND DEVELOPMENT The racing industry thrives on new product development and innovation as they continue to find ways to win. The Company has created a research and development team to attempt to stay on the leading edge of technology and performance. It is anticipated that the Company will continue to perform additional research and development throughout the year as the Company strives to be an industry leader. The Company's main focus will be on the race car chassis and how it can be improved to perform at the optimum level of performance for every type of track on which the Company's target market competes. This dictates that the Company continually test and refine its product on the track through the Company's test car programs, facilitating the feedback necessary to make such improvements. The Company anticipates continued costs related to its planned design and manufacturing of the Company's own line of non-specific bolt-on parts which will compliment the Company's chassis. EXPECTED PURCHASE OF EQUIPMENT OR PLANTS It is expected that the Company will have need for additional equipment to produce the chassis and parts to supply to its dealer network as the Company's market share grows. FRC has identified the equipment necessary to produce the quantity of parts at the quality expected. It is anticipated that once sales of non-specific bolt-on parts reaches a higher volume it will become cost effective for the Company to purchase the necessary capital equipment. Management believes that the equipment can either be purchased through additional loan proceeds or can be leased through a leasing company. EXPECTED CHANGES IN THE NUMBER OF EMPLOYEES The Company expects to continue to add additional employees as demand for its products and sales continues to increase. As both a manufacturer and distributor of parts, the increase will likely come in terms of production personnel. The Company does not expect any changes in the number of administrative personnel over the next twelve months. The number of new employees 6 will vary directly with the growth of the Company's dealer network and the gain in market share. Accordingly, it is difficult to predict with any degree of accuracy the specific number of employees the Company will need in the next twelve months. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. As of September 30, 1995, to the knowledge of the Company, its officers and directors, neither the Company nor any of its officers and directors, are a party to any material legal proceeding or litigation which would impact the operations of the Company. ITEM 2. CHANGES IN SECURITIES. There have been no material modifications to the to the instruments defining the rights of the holders of any class of registered securities; nor have the rights evidenced by any class of registered securities have been materially limited or qualified by the issuance or modification of any other class of securities. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. There has not been any material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any indebtedness of the Company exceeding 5 percent of the total assets of the Company. Nor are there any material arrearages in the payment of dividends or any other material delinquency not cured within 30 days. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There was no stockholders' meeting held during the quarter ended September 30, 1995. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES. Financial Statements - June 30, 1995, 1994 and 1993 REPORTS ON FORM 8-K. There was one report on Form 8-K filed during the fiscal year ending June 30, 1995. 7 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. Dated: July 11, 1996 FRC Racing Products, Inc. By: /s/ Brent A. Johnson ----------------------------------------- Brent A. Johnson, Chief Executive Officer 8