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U.S. 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 quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to __________
MARCH INDY INTERNATIONAL, INC.
(Name of Small Business Issuer in its Charter)
Nevada 88-0339817
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6767 W. Tropicana Avenue, Suite 207
Las Vegas, Nevada 89103
(Address of principal executive offices)
Registrant's telephone number: (702) 248-1027
Former name, if changed since last report: N.E.C. Properties, Inc.
Indicate by checkmark whether the registrant (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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements in the past 90 days
Yes [ X ] No [ ]
Indicate the number of shares outstanding for each of the issuer's classes of
Common Stock as of the last practical date:
Common Stock, Par Value $0.001 Per Share, 1,860,000 Shares Outstanding
at September 30, 1999.
Transactional Small Business Disclosure Format
Yes [ ] No [ X ]
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MARCH INDY INTERNATIONAL, INC.
TABLE OF CONTENTS
PART I FINANCIAL STATEMENTS
Item 1 FINANCIAL STATEMENTS (Unaudited)
Balance Sheets .............................. 3
Statement of Operations ..................... 5
Statement of Changes in
Stockholders' Equity ........................ 6
Statement of Cash Flows ..................... 7
Notes to Financial Statements ............... 8
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MARCH INDY INTERNATIONAL, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
9 Mos Ending Year Ended
Sep. 30, 1999 Dec. 31, 1998
(Unaudited) (Audited)
------------ -----------
CURRENT ASSETS $ 0 $ 0
-------- --------
TOTAL CURRENT ASSETS $ 0 $ 0
-------- --------
OTHER ASSETS $ 0 $ 0
-------- --------
TOTAL OTHER ASSETS TOTAL ASSETS $ 0 $ 0
-------- --------
TOTAL ASSETS $ 0 $ 0
-------- --------
The accompanying notes are an integral part of these financial statements
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MARCH INDY INTERNATIONAL, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
9 Mos Ending Year Ended
Sep. 30, 1999 Dec. 31, 1998
(Unaudited) (Audited)
------------- -------------
CURRENT LIABILITIES
Officers Advances (Note 6) $ 16,236 $ 360
-------- --------
TOTAL CURRENT LIABILITIES $ 16,236 $ 360
-------- --------
STOCKHOLDERS EQUITY (Note 1)
Common stock, $.001 par value
authorized 25,000,000 shares
issued and outstanding at
December 31, 1998 - 1,860,000 shares $ 1,860
September 30, 1999 - 1,860,000 shares $ 1,860
Additional paid in Capital 0 0
Deficit accumulated during
Development stage -18,096 -2,220
-------- --------
TOTAL STOCKHOLDERS' EQUITY $-16,236 $ -360
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 0 $ 0
-------- --------
The accompanying notes are an integral part of these financial statements
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MARCH INDY INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(UNAUDITED)
June 16, 1995
3 Mos Ended 3 Mos Ended 9 Mos. Ended 9 Mos. Ended (Inception)
Sep. 30, Sep. 30, Sep. 30, Sep. 30, to Sep. 30,
1999 1998 1999 1998 1999
---- ---- ---- ---- ----
REVENUE: $ 0 $ 0 $ 0 $ 0 $ 0
---------- ---------- ---------- ---------- ----------
EXPENSES:
General, Selling
and Administrative $ 2,776 $ 0 $ 15,876 $ 0 $ 18,096
---------- ---------- ---------- ---------- ----------
Total Expenses $ 2,776 $ 0 $ 15,876 $ 0 $ 18,096
---------- ---------- ---------- ---------- ----------
Net Profit/Loss (-) $ -2,776 $ 0 $ -15,876 $ 0 $ -18,096
---------- ---------- ---------- ---------- ----------
Net Profit/Loss(-)
per weighted
share (Note 2) $ -.0015 $ NIL $ -.0085 $ NIL $ -.0097
---------- ---------- ---------- ---------- ----------
Weighted average
number of common
shares outstanding 1,860,000 1,860,000 1,860,000 1,860,000 1,860,000
---------- ---------- ---------- ---------- ----------
The accompanying notes are an integral part of these financial statements
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MARCH INDY INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
--------- --------- --------- ---------
Balance,
December 31, 1996 18,600 $ 1,860 $ 0 $ -1,860
Net Loss Year Ended
December 31, 1997 -250
--------- --------- --------- ---------
Balance,
December 31, 1997 18,600 $ 1,860 $ 0 $ -2,110
November 19, 1998
Changed from no par
value to $.001 -1,841 +1,841
November 19, 1998
Forward Stock Split
100:1 1,841,400 +1,841 -1,841
Net loss, Year Ended
December 31, 1998 -110
--------- --------- --------- ---------
Balance,
December 31, 1998 1,860,000 $ 1,860 $ 0 $ -2,220
Net Loss
January 1, 1999, to
June 30, 1999 -15,876
--------- --------- --------- ---------
Balance,
September 30, 1999 1,860,000 $ 1,860 $ 0 $ -18,096
--------- --------- --------- ---------
The accompanying notes are an integral part of these financial statements
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MARCH INDY INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(UNAUDITED)
June 16, 1995
3 Mos Ended 3 Mos Ended 9 Mos Ended 9 Mos Ended (Inception)
Sep. 30, Sep. 30, Sep. 30, Sep. 30, to Sep. 30,
1999 1998 1999 1998 1999
---- ---- ---- ---- ----
Cash Flow from
Operating Activities
Net Loss $- 2,776 $ 0 $-15,876 $ 0 $-18,096
Adjustment to reconcile
net loss to net cash
provided by operating
activities 0 0 0 0 0
Changes in Assets
and Liabilities
Increase in current
Liabilities
Officers Advances + 2,776 0 +15,876 0 +16,236
-------- -------- -------- -------- --------
Net cash used in
operating Activities $ 0 $ 0 $ 0 $ 0 $-1,860
Cash Flows from
Investing Activities 0 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 0 0 +1,860
-------- -------- -------- -------- --------
Net increase
(decrease)
in cash $ 0 $ 0 $ 0 $ 0 $ 0
Cash, beginning
of period 0 0 0 0 0
-------- -------- -------- -------- --------
Cash, end of period $ 0 $ 0 $ 0 $ 0 $ 0
-------- -------- -------- -------- --------
The accompanying notes are an integral part of these financial statements
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MARCH INDY INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999, and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized June 16, 1995, under the laws of the State of
Nevada as N.E.C. Properties, Inc. The Company currently has no
operations and in accordance with SFAS #7, is considered a development
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits. For
the purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of June 30, 1999.
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MARCH INDY INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999, and December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of June 30, 1999, the Company had no dilative common
stock equivalents such as stock options.
Year End
The Company has selected December 31st as its year-end.
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MARCH INDY INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999, and December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Computer programs that have time sensitive
software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a system failure or
miscalculations causing disruption of normal business activities.
Since the Company currently has no operating business and does
not use any computers, and since it has no customers, suppliers
or other constituents, there are no material Year 2000 concerns.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended September
30, 1999, due to the net loss and no state income tax in Nevada, the
state of the Company's domicile and operations. The Company's total
deferred tax asset as of December 31, 1998, is as follows:
Net operation loss carry forward $2,220
Valuation allowance $2,220
Net deferred tax asset $ 0
The federal net operating loss carry forward will expire in 2016 and
2018.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
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MARCH INDY INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999, and December 31, 1998
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of N.E.C. Properties, Inc. consists of
25,000,000 shares with a par value of $0.001 per share.
Preferred Stock
N.E.C. Properties, Inc. has no preferred stock.
On June 30, 1995, the Company issued 18,600 shares of its no par value
common stock in consideration of $1,860 in cash.
On November 19, 1998, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its capitalization
from 25,000 common shares to 25,000,000 common shares. The no par value
was changed to $0.001.
On November 19, 1998, the Company forward split its common stock 100:1,
thus increasing the number of outstanding common stock shares from
18,600 shares to 1,860,000.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. It is the intent of the Company to seek a
merger with an existing, operating company. Until that time, the
stockholders/officers and or directors have committed to advancing the
operating costs of the Company interest free.
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MARCH INDY INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999, and December 31, 1998
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have
not been reflected therein. The officers and directors of the Company
are involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
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ITEM 5. OTHER INFORMATION
CHANGES IN CONTROL OF REGISTRANT.
On October 27, 1999, the registrant entered into an Agreement and
Plan of Reorganization with March Indy International, Inc., a Delaware
corporation ("March Indy"), and its shareholders, pursuant to which the
registrant agreed to acquire all of the outstanding shares of March Indy in
exchange for a total of 7,706,575 unregistered "restricted" shares of the
registrant's Common Stock. The Agreement provided that prior to the acquisition
the registrant shall have effected a 1.77 forward split of its 1,860,000
outstanding shares to 3,292,200 shares. As a result, the number of shares issued
in exchange for all of the outstanding stock of March Indy represent
approximately 70% of the 10,998,775 shares of Common Stock issued and
outstanding after the consummation of the transaction on November 10, 1999.
Contemporaneously with the closing of the transactions contemplated
by the Agreement on November 10, 1999, the registrant amended its By-Laws so as
to increase the authorized number of directors from three to five; amended its
articles of incorporation so as to change its name to "March Indy International,
Inc."; accepted the resignations of its directors and officers and appointed the
following nominees of March Indy as directors:
Robin Herd
Thomas P. Megas
Peter Voller
Marina Puig
Information regarding each of Messrs. Herd, Megas and Voller and
Mrs. Puig is set forth below:
Robin Herd, age 60, has been Chairman of the Board of Directors of
March Indy since September 1, 1999. Prior to his involvement with March Indy,
Mr. Herd established "RHL",
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a company involved in consulting for and training some of the finest race car
drivers in the history of Formula One from 1990 to 1998. In 1970, Mr. Herd
founded the original "MARCH" team which won numerous Indy and European
Championships including the Oldsmobile Land-speed record with A.J. Foyt. He
remained with the March Team through 1987. Mr. Herd is noted for his racing car
designs as well as having designed the "Wings of the Concord". Mr. Herd was
awarded Britain's highest design award - the 1995 Edinburg Design Trophy. Mr.
Herd was awarded "commander of the British Empire" (C.B.E.) By Queen Elizabeth
in 1985 and was nominated for the Satellite Sports Oscar in 1993 for Eurosport
Indy Series 1993. Mr. Herd Earned his Engineering Degree in 1961 from St. Peters
College at Oxford University.
Thomas P. Megas, age 56, was a co-founder of March Indy in November
1998 and has served as President, Chief Executive Officer and as a member of the
Board of Directors since inception. From 1992 to 1998 Mr. Megas served as
Director of March Group, U.K. which was involved in Motorsport racing, design
and building Formula One race chassis and race cars for the top Formula One
competitors. Mr. Megas is an entrepreneur, having been involved in hotel
ownership and commercial real estate development in Europe from 1991 to 1999.
Mr. Megas earned his B.A. from London University in 1962 in Banking and Finance,
and his M.B.A. from Wharton School of the University of Pennsylvania in 1969 in
Finance and Marketing.
Peter Voller, age 57, was a co-founder of March Indy in November of
1998 and has served as its Managing Director and as a member of the Board of
Directors since its inception. From 1992 to 1998 Mr. Voller served as a Director
of March Group, U.K. which was involved in Motorsport racing, designing and
building Formula One race chassis and race car for the top Formula One
competitors. Prior to his involvement in the racing industry, Mr. Voller was
Chairman of P.V. Enterprises as owner operator of a commercial real estate
development company from 1968
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to 1992. Mr. Voller earned his B.A. in Economics at L'Institut Rosey in Nyon
Switzerland in 1961.
Marina Puig, age 50, has served as a member of the Board of
Directors of March Indy since its inception. From 1992 to 1998, Mrs. Puig served
as a Director of March Group in the U.K. which was involved in Motorsport
racing, designing and building Formula One race chassis and race cars for the
top Formula One competitors. Prior to her involvement in the racing industry,
she was a race car enthusiast and professional homemaker. Mrs. Puig received a
B.A. in education from Harrow College of Further Education in 1970 and a M.A.
degree from Hendron College of Technology in 1972.
The foregoing information was furnished to the shareholders of
registrant in a "Report of Change in Majority of Directors" dated October 27,
1999 as required by Section 14(f) of the Securities Exchange Act of 1934. All
of the foregoing persons are currently living in the United Kingdom.
The newly constituted Board of Directors elected the following
officers:
Robin W. Herd - Chairman of the Board
Thomas P. Megas - President, Chief Executive Officer,
and Chief Financial Officer
Peter Voller - Managing Director
Of the 7,706,575 shares issued by the registrant in exchange for all
of the outstanding shares of March Indy 1,800,000 shares, 1,400,000 shares,
252,500 shares and 232,500 shares respectively, were issued to Messrs. Megas,
Voller, Herd and Ms. Puig and 3,312,575 shares were issued to 11 other members
of management for an aggregate of 6,997,575 shares or approximately 64% of the
total issued and outstanding shares of registrants common stock. The remaining
709,000 shares were issued to 12 persons and entities in consideration of
financial consulting and other
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services to be rendered in connection with the transactions contemplated by the
Agreement.
All of the 7,706,575, shares were acquired for investment purposes
and not for public distribution and each recipient acknowledged that these were
"restricted shares" as that term is defined in Rule 144 of the Rules and
Regulations of the Securities Act of 1933, as amended, and that a restrictive
legend would be placed on all certificates evidencing ownership of the shares.
ACQUISITION OR DISPOSITION OF ASSETS.
As noted above under Item 1., the registrant acquired all of the
outstanding shares of March Indy on November 10, 1999 in exchange for the
issuance of 7,706,525 of its authorized but unissued shares of Common Stock
pursuant to the Agreement. The Agreement is being filed as an exhibit to this
Report on Form 8-K and is incorporated herein by reference.
March Indy is in the business of designing, building and racing
motor cars for formula, cart and Indy competition. March Indy is in the process
of building racing cars in expectation of competing in the U.S. and abroad in
all three racing venues. March Indy is also developing a complete Internet
website and concentrating its efforts on product merchandising in conjunction
with its racing efforts. March Indy's product merchandising efforts are intended
to be track side, on the Internet and in major sports shopping venues.
This constitutes the only business in which the registrant is
presently engaged.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION.
This Report contains forward-looking statements, which are generally
identified by words such as "may", "should", "seeks", "believes", "expects",
"intends", "estimates", "projects", "strategy" and similar expressions. Those
statements may include statements regarding
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the intent, belief, expectation, strategies or projections of the registrant and
its management at the time. Forward-looking statements are subject to a number
of known and unknown risks and uncertainties that could cause actual results to
differ materially from those projected, expressed or implied in the
forward-looking statements. These risks and uncertainties, many of which are not
within the registrant's control, include, but are not limited to, the
uncertainty of potential manufacturing difficulties, the dependence on key
personnel, the possible impact of competitive products and pricing, the
registrant's continued ability to finance its operations, general economic
conditions and the achievement and maintenance of profitable operations and
positive cash flow.
We caution readers that these forward-looking statements speak only
as of the date hereof. We hereby expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any such statements
to reflect any changes in our expectations or any change in events, conditions
or circumstances on which such statement is based.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K.
(a) Exhibits
Exhibit Number:
10.1 Agreement and Plan of Reorganization between Registrant,
March Indy International, Inc. (Delaware) and its shareholders
(the "Agreement").
The following Exhibits, Schedules and Appendices to the Agreement
are omitted and will be provided to the Commission upon request:
TITLE SECTION
----- -------
Appendix A - Restrictive Legend 1.(b)
NECD Disclosure Schedule Article 4
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Schedule 4.5(a) Acquiror Shares 4.5
Schedule 4.5(b) Capitalization 4.5
Schedule 4.5(e) Outstanding Warrants 4.5
March Indy Disclosure Schedule Article 5
Schedule 5.1 - Acquiree Corporation Stock 5.1
Exhibit E - Financial Statements 5.2
Financial statements of the business acquired and pro-forma
financial information are not included in this report and will
be filed by an amendment to this report not later than January
15, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
March Indy International, Inc., Nevada
Dated: December 10, 1999 By: /s/ Thomas P. Megas
--------------------------------
Thomas P. Megas, President & CEO
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