Item 1. Business --------
GENERAL
Financial Express Corporation (the "Company") was originally incorporated in the state of Nevada on January 5, 1989 as Harley Equities, Ltd., to purchase, merge with or acquire any business or assets which management believed had the potential for being profitable. During May of 1991, through a series of transactions, Harley acquired all of the outstanding stock of Financial Express Corporation, a company organized to develop and commercialize a distinctive nationwide service for processing and clearing checks and related bank transactions. The only assets of the acquired Company consisted of intangible assets comprised of intellectual properties, vendor relationships and customer relationships established during the development of the service. Concurrent with the acquisition, the Company changed the Corporate name to Financial Express, Corporation. The Company expended all of its liquidity during 1991 in the search for financing in order to properly develop and market its product.
During 1995, the development of this business was abandoned and the intangible assets were written off.
The Company is currently in the process of searching for financing and/or potential merger candidates to carry on the Company's existing or other business opportunities.
The Company currently has no employees.
Item 2.
Item 2. Properties -----------
The Company does not currently own or lease any properties. The directors provide office space at no charge to the Company.
Item 3.
Item 3. Legal Proceedings ----------------- None.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders ---------------------------------------------------
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and ----------------------------------------- Related Stockholder Matters ---------------------------
(a) Market Information
There is no market information established for the Company.
(b) Holders
The approximate number of shareholders of record of the Common Stock of the Company as of December 31, 1996 was 35.
(c) Dividends
The Company has never paid a cash dividend and intends to retain earnings, if any, for use in its business and does not presently intend to pay any cash dividends on its Common Stock.
(d) Stock transactions
On May 1, 1991, the Registrant issued 3,500,000 shares of its Common Stock in exchange for all of the issued and outstanding Common Stock of Financial Express Corporation, Westlake, California, a business recently organized to develop and commercialize a distinctive nationwide service of processing the clearance of checks and related bank items. Prior to the completion of such transaction, there was issued and outstanding 138,000 Common Shares of the Registrant. The shareholders of Financial Express Corporation acquiring the shares of the Registrant are Phil E. Pearce, Frank G. Baldwin and D. Lee Falls, who acquired 1,166,667, 1,166,666 and 1,166,666 shares, respectively of the Registrant. Simultaneously with the completion of the transaction, Messrs. Pearce, Falls and Baldwin were elected directors of the Company and following completion of the transaction Howard Bronson, Isidor Friedenberg and Donald Weinberger resigned as officers and directors of the Company. Such resignations did not involve any disagreement with the Registrant. The Board of Directors has elected Mr. Pearce, Chairman, Mr. Falls, President, and Mr. Baldwin, Executive Vice President and Secretary of the Company. Following completion of the transaction, each of them own 31.6% of the issued and outstanding Common Stock of the Registrant.
(d) Stock transactions (continued)
In connection with these transactions, the holders of Underwriter's Unit Purchase Warrant Agreements and Certificates issued by the Registrant in connection with the Registrant's initial public offering in June, 1990, agreed to cancel their demand registration rights and limit their piggy-back registration rights such that they not be exercisable after expiration of the Registrant's Class A or Class B Redeemable Stock Purchase Warrants. In addition, Westminster Securities Corporation, who acted as underwriter in connection with the Registrant's firm commitment public offering, agreed to a modification of Section 5 of the Registrant's Underwriting Agreement respecting the underwriter's "first right of refusal" on future offerings to limit such right to public offerings of the securities of the Registrant in amounts not to exceed $5,000,000.
Item 6.
Item 6. Selected Financial Data -----------------------
1996 1995 1994 1993 1992 ---- ---- ---- ---- ----
Revenues -- -- -- -- --
Net profit (loss) ( 2,500) (96,323) (72,890) (73,690) (70,820)
Net profit (loss) per share (.00) (.03) (.02) (.02) (.019)
Total assets -- -- 93,823 164,213 234,603
Working C (10,800) (8,300) (5,800) (3,300) --
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results ----------------------------------------------------------------------- of Operations. -------------
The following results of operations for the fiscal years ended December 31, 1994, 1995 and 1996 should be read in conjunction with the financial statements and notes pertaining thereto appearing elsewhere in this Form 10-K.
1996 1995 1994 ---- ---- ----
Revenues $ -- $ -- $ -- Expenses 2,500 96,323 72,890 ----------- ----------- -----------
Net loss (2,500) (96,323) $ (72,890) =========== =========== ===========
Weighted average common shares outstanding 3,704,900 3,704,900 3,704,900 =========== =========== ===========
Loss per common share $ (.001) $ (.030) $ (.020) =========== =========== ===========
The Company's activity during the fiscal year ended December 31, 1996 consisted primarily of exploring various financing and investment opportunities.
As discussed in Note 1 to the Financial Statements, the Company's continued existence is dependent upon its ability to resolve its liquidity problems by the acquisition of additional equity financing, or the achievement of profitable operations. Management believes that profitable operations will be achieved within the next two years, based upon the Company's current planned operating activities made possible by various possible equity and debt capital options.
Liquidity. The Company currently has a short-term liquidity problem, as evidenced by its current working capital deficit of $(10,800). However, management is confident that it will able to raise additional equity capital, due to the prospects for success with the possible new businesses.
YEAR ENDED DECEMBER 31, 1996 COMPARED TO DECEMBER 31, 1995
Operating expenses, exclusive of amortization, were insignificant due to company's inactivity.
YEAR ENDED DECEMBER 31, 1995 COMPARED TO DECEMBER 31, 1994
Operating expenses, exclusive of amortization, were insignificant due to the company's lack of working capital. The Company has no fixed operational financial commitments and management was able to avoid incurring any significant expenses during the year.
Item 8.
Item 8. Financial Statements and Supplementary Data -------------------------------------------
Reference is made to the financial statements included later in this report under Item 14.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure --------------------------------------
None
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant --------------------------------------------------
Name Age Position - ---- --- --------
Phil E. Pierce 67 Chairman, Treasurer and Director Frank G. Baldwin 66 President, Secretary, and Director
The Directors will serve until the next annual meeting of shareholders or until their successors have been elected.
The Officers are elected annually by the Directors and serve at the discretion of the Board of Directors.
Item 11.
Item 11. Executive Compensation ----------------------
None.
Item 12.
Item 12. Security Ownership of Certain Beneficial ----------------------------------------- Owners and Management ---------------------
Name and Address of Number of Shares of Percentage Beneficial Owner Common Stock Owned of Ownership - ---------------- ------------------ ------------
Phil E. Pearce 1,166,666 31.5% 6624 Greenleaf Court Charlotte, NC 28270
D. Lee Falls 1,166,667 31.5% 633 W. Fifth Street, #3675 Los Angeles, CA 90071
Frank G. Baldwin 1,166,667 31.5% P. O. Box 974 Rancho Santa Fe, CA 92067 --------- ----
All Officers and Directors as a group 3,500,000 94.5% ========= ====
Item 13.
Item 13. Certain Relationships and Related Transactions ----------------------------------------------
None.
PART IV
Item 14.
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K ----------------------------------------------------------------
A-1 Financial statements at December 31, 1996, 1995 and 1994 A-2 Financial statement schedules (None) A-3 Exhibits (None) B Reports on Form 8-K May 1, 1991
Henson & Company, CPA's 87 North Raymond Avenue Sixth Floor Pasadena, CA 91103 (626) 792-0666 Fax (626) 683-0099 Stephen Henson, CPA Elizabeth Henson, CPA
To the Board of Directors Financial Express Corporation
We have audited the accompanying balance sheets of Financial Express Corporation at December 31, 1996 and 1995 and the related statements of operations, stockholders' equity, and cash flows for each of the years ended December 31, 1996, 1995 and 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Financial Express Corporation at December 31, 1996 and 1995, and the results of operations, changes in stockholders' equity and cash flows for each of the years ended December 31, 1996, 1995, and 1994 in conformity with generally accepted accounting principles.
The accompanying 1996 financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 1, at December 31, 1996 the Company has no working capital and faces uncertainty with respect to the prospects of acquiring and/or operating a successful business in the future. These facts raise substantial doubt as to the Company's ability to continue as a going concern. Management's plans as to these matters are described in note 1. The 1996 financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Pasadena, California By: /s/ Stephen Henson ----------------------------------------- June 22, 2000 Stephen Henson, CPA
FINANCIAL EXPRESS CORPORATION Balance Sheets December 31, 1996 and 1995
Assets 1996 1995 --------- --------- Intangible assets, net of accumulated amortization of $351,950 and $351,950 $ -- $ -- --------- ---------
Total assets $ -- $ -- ========= =========
Liabilities and Stockholders' Equity
Current liabilities: Accrued professional fees $ 8,650 $ 6,150 Due to officer 2,150 2,150 --------- ---------
Total current liabilities 10,800 8,300
Stockholders' equity: Common stock $.001 par value; 25,000,000 shares authorized; 3,704,900 issued and outstanding 3,705 3,705 Additional paid in-capital 408,641 408,641 Accumulated deficit (423,146) (420,646) --------- ---------
Total stockholders' equity (10,800) (8,300) --------- ---------
Total liabilities and stockholders' equity $ -- $ -- ========= =========
See accompanying notes
FINANCIAL EXPRESS CORPORATION STATEMENTS OF OPERATIONS For the years ended December 31, 1996, 1995 and 1994
1996 1995 1994 ----------- ----------- -----------
Income $ -- $ -- $ --
Operating expenses: Amortization -- 93,823 70,390 Legal and professional fees 2,500 2,500 2,500 ----------- ----------- -----------
Total operating expenses 2,500 96,323 72,890 ----------- ----------- -----------
Net loss $ (2,500) $ (96,323) $ (72,890) =========== =========== ===========
Loss per share $ (.00) $ (.03) $ (.02) =========== =========== ===========
Weighted average shares outstanding 3,704,900 3,704,900 3,704,900 =========== =========== ===========
See accompanying notes
FINANCIAL EXPRESS CORPORATION (a development stage enterprise) STATEMENTS OF CASH FLOWS For the years ended December 31, 1996, 1995 and 1994
1996 1995 1994 -------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,500) $(96,323) $(72,890)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization -- 93,823 70,390 (Increase) decrease in: Accounts receivable - officer -- -- -- Increase (decrease) in: Bank overdraft -- -- -- Accrued liabilities 2,500 2,500 2,500 -------- -------- --------
Net cash used by operating activities -- -- -- -------- -------- --------
NET INCREASE IN CASH -- -- -- CASH - BEGINNING OF PERIOD -- -- -- -------- -------- --------
CASH - END OF PERIOD $ -- $ -- -- ======== ======== ========
See accompanying notes
FINANCIAL EXPRESS CORPORATION NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
1. Summary of significant accounting principles --------------------------------------------
General -------
Financial Express Corporation (the "Company") was originally incorporated in the State of Nevada on January 5, 1989, as Harley Equities, Inc. ("Harley"), and was formed to purchase, merge with or acquire any business or assets which management believed had the potential for being profitable. Through a series or transactions, Harley acquired all of the stock of Financial Express Corporation, a Delaware corporation organized to develop and commercialize a distinctive nationwide service for processing and clearing checks and other bank transactions. The only assets of the acquired Company consisted of intangible assets comprised of intellectual properties, vendor relationships and customer relationships established during the development of the service. In connection with the transaction, the Company changed its name to Financial Express Corporation.
During 1995, the development of the check clearing business was abandoned and the intangible assets were fully amortized.
Presentation ------------
The Company's 1996 financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, the Company has a working capital deficit, and currently has not been able to bring its product to the marketplace. While the Company expects profits over the long term, the Company is currently seeking additional working capital and equity capital to fund the marketing and further development of the Company's product. The Company is continuing to pursue various investment and merger opportunities in its efforts to reach its investment and business objectives.
The Company's continued existence is dependent upon its ability to finance continued product development and marketing programs by the acquisition of additional equity or debt financing, or in the procurement of a suitable merger candidate. While pursuing such opportunities, the Company must continue to operate on the limited resources by the Company's officers.
FINANCIAL EXPRESS CORPORATION NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
1. Summary of significant accounting principles (continued) --------------------------------------------------------
Intangible assets -----------------
Intangible assets are carried at cost, and are comprised of intellectual properties and vendor and potential customer relationships. Amortization is provided using the straight-line method over five years.
2. Capitalization --------------
In June 1990 the Company sold on a firm commitment basis 16,000 units at $6.00 per unit. Each unit consisted of one share of common stock par value of $.001 and sixteen Redeemable Stock Purchase Warrants each warrant capable of purchasing one share of common stock as follows:
Exercise Warrants Total Price Class Per Unit Warrants Expiration date Per Share ----- -------- -------- --------------- ---------
A 16 256,000 June 1, 2002 $5.50 B 16 256,000 June 1, 2002 $6.00
3. Stock Transactions ------------------
On March 26, 1991 the Company issued 15,000 shares of common stock to certain officers of Westminster Securities Corporation holding Underwriters Purchase Warrants in exchange for their agreement to modifications (see May 1, 1991 stock transaction below) to the Underwriting Agreement and Underwriters Purchase Warrant Agreements.
On May 1, 1991, The Company issued 3,500,000 shares of its common stock in exchange for all the issued and outstanding common stock of Financial Express Corporation, a development stage enterprise organized to develop and commercialize a distinctive nationwide service of processing the clearance of checks and related bank items.
During 1990, the Company retained Howard Bronson and Co. to act as its financial public relations counsel. In 1991, in connection therewith and for prior services rendered, the Company issued 51,500 shares of common stock to Howard Bronson and Co.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
FINANCIAL EXPRESS CORPORATION
By: /s/ Frank Baldwin Date: June 16, 2000 ---------------------------- ------------ Frank Baldwin President and director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following person on behalf of the Registrant and in the capacity and on the date indicated.
NAME & POSITION DATE
/s/ Phil E. Pierce June 19, 2000 - ------------------------------- --- Phil E. Pierce, Chairman and Director
/s/ Frank G. Baldwin June 16, 2000 - ------------------------------- --- Frank G. Baldwin, President, Secretary and Director