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International Energy Ltd, Inc. – ‘10QSB’ for 12/31/96

On: Friday, 2/14/97, at 3:29pm ET · For: 12/31/96 · Accession #: 944209-97-181 · File #s: 0-28760, 1-14446 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 5/17/12 by the SEC on 5/17/12. `®`

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/97  International Energy Ltd, Inc.    10QSB®     12/31/96    2:18K                                    RR Donelley Financial/FA

Quarterly Report — Small Business — Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    11     31K 
 2: EX-27       Financial Data Schedule                                2      7K

10QSB — Quarterly Report — Small Business
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Reports on Form 8-K Financial Statements Management's Discussion and Analysis or Plan of Operation
1	1st Page - Filing Submission
3	Item 1. Financial Statements
9	Item 2. Management's Discussion and Analysis or Plan of Operation
10	Item 6. Exhibits and Reports on Form 8-K

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB 

(Mark One)                                                                      

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND     
EXCHANGE ACT OF 1934                                                  

For the quarterly period ended DECEMBER 31, 1996                      

OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES        
EXCHANGE ACT OF 1934.                                                 

Commission file number 0-28760                                                  

Pacific Coast Apparel Company, Inc. 
----------------------------------- 
(Exact name of registrant as specified in its charter)

California                                      95-4536683
----------                                      ----------
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)                                                

11828 Teale St.                                               
Culver City, CA                                      90230    
---------------                                      -----    
(Address of principal office)                              (Zip Code)           

Registrant's telephone number,                                                  
including area code                                      (310) 636-8432         
                                                --------------
Inapplicable  
------------  
(Former name, former address and former fiscal year, if changed since last      
report)                                                                         

Indicate by check mark 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 for the past 90 days.                                              

Yes [X]                 No [_]  

Number of shares of common stock                                                
outstanding as of December 31, 1996              2,980,000                      

Transitional Small Business Disclosure Format    Yes [_]   No [X]               

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FORWARD LOOKING INFORMATION                                                     

     In addition to historical information, this Annual Report contains forward-
looking statements, such as those pertaining to the Company's future sales and  
revenues, return on investment, profitability, and cash requirements.  Forward- 
looking statements involve numerous risks and uncertainties.  The following     
factors, among others, could cause actual results and future events to differ   
materially from those set forth or contemplated in the forward-looking          
statements:  economic conditions, competitive products and pricing, new product 
development, the Company's lack of operating history and the prolonged absence  
of ACA JOE products from the market place, the need for additional capital,     
changes in fashion trends, dependence on key customers and personnel, and       
consumer response to the Company's products and advertising.  Readers are       
cautioned not to place undue reliance on forward-looking statements, which      
reflect management's analysis only as of the date hereof.  The Company assumes  
no obligation to update forward-looking statements.  See also the Company's     
annual report on Form 10-KSB and other reports to be filed from time to time    
with the Securities and Exchange Commission pursuant to the Securities Exchange 
Act of 1934.                                                                    

2 

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PART I    FINANCIAL INFORMATION                                                 

ITEM 1.   FINANCIAL STATEMENTS                                                  

PACIFIC COAST APPAREL COMPANY, INC. dba ACA JOE 
CONDENSED BALANCE SHEET 

                                                                [Download Table]


                                                 December 31,   September 30, 
                                                     1996           1996      
                                                 ------------   ------------- 
                 ASSETS                                                       
                                                                              
CURRENT ASSETS                                                                
  Cash                                             $   20,498      $  109,977 
  Short-term investments                            3,022,004       3,699,551 
  Due from factor                                      26,194               - 
  Inventories                                         539,083         257,083 
  Prepaid expenses and other current assets           109,877          30,000 
                                                   ----------      ---------- 

        Total Current Assets                        3,717,656       4,096,611 

PROPERTY AND EQUIPMENT, at cost, net of                                       
  accumulated depreciation                            109,421           8,514 

OTHER ASSETS                                           13,782          13,782 
                                                   ----------      ---------- 

                                                   $3,840,859      $4,118,907 
                                                   ==========      ========== 

     LIABILITIES AND STOCKHOLDERS' EQUITY                                     

CURRENT LIABILITIES                                                           
  Due to factor                                     $        -    $     5,000 
  Accounts payable                                     239,443         44,240 
  Other current liabilities                            112,310        114,909 
  Loans payable, officer/stockholder                     6,899          6,899 
                                                   -----------    ----------- 

        Total Current Liabilities                      358,652        171,048 

LONG-TERM DEBT                                           2,049          2,049 

STOCKHOLDERS' EQUITY                                                          
  Preferred stock                                                             
     Authorized, 600,000 shares                                               
     No shares outstanding                                   -              - 
  Common stock, no par value                                                  
     Authorized, 10,000,000 shares                                            
     Issued and outstanding 2,980,000                                         
        and 3,070,000 shares                         5,806,868      5,920,118 
  Additional paid-in capital                           162,500        162,500 
  Deficit                                           (2,489,210)    (2,136,808)
                                                   -----------    ----------- 

        Total Stockholders' Equity                   3,480,158      3,945,810 
                                                   -----------    ----------- 

                                                   $ 3,840,859    $ 4,118,907 
                                                   ===========    =========== 

     See notes to condensed financial statements

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PACIFIC COAST APPAREL COMPANY, INC. dba ACA JOE 
CONDENSED STATEMENT OF OPERATIONS 

                                                                [Download Table]

                                                  Three Months Ended   
                                                      December 31,     
                                               ----------------------- 
                                                  1996         1995    
                                               ---------    ---------- 
                                                                       
NET SALES                                      $  66,022    $        - 

COST OF GOODS SOLD                                27,000             - 
                                               ---------    ---------- 

GROSS PROFIT                                      39,022             - 

OPERATING EXPENSES                                                     
   Design and production                          33,559        23,379 
   Selling                                        46,293             - 
   Shipping                                        2,601             - 
   General and administrative                    296,972       123,832 
   Interest expense (income)                      11,199        (1,882)
                                               ---------    ---------- 
                                                 390,624       145,329 
                                               ---------    ---------- 
LOSS BEFORE INCOME TAXES                        (351,602)     (145,329)

PROVISION FOR INCOME TAXES                          (800)         (800)
                                               ---------    ---------- 

NET LOSS                                       $(352,402)   $ (146,129)
                                               =========    ========== 

NET LOSS PER SHARE                                  (.12)         (.10)

WEIGHTED AVERAGE NUMBER OF COMMON                                      
   SHARES OUTSTANDING                          3,044,000     1,400,000 


See notes to condensed financial statements     

4 

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PACIFIC COAST APPAREL COMPANY, INC. dba ACA JOE 
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY 

YEAR ENDED SEPTEMBER 30, 1996 
AND THE THREE MONTHS ENDED DECEMBER 31, 1996

                                                        [Enlarge/Download Table]


                                                                    Convertible                                      Total      
                                       Common Stock               Preferred Stock        Additional               Stockholders' 

                              ----------------------------  ---------------------------    Paid-in                   Equity     
                                 Shares          Amount         Shares         Amount      Capital     Deficit     (Deficiency) 
                              -------------   ------------  --------------   ----------   ---------  ------------   ------------

                                                                                                                                
Balance, October 1, 1995         1,400,000     $   20,610         170,000    $ 425,000     $      -  $  (258,235)   $   187,375 

Issuance of stock for                                                                                                           
 services                           23,000         57,500               -            -            -            -         57,500 

Sale of stock                        2,000             20          60,000      150,000            -            -        150,020 

Value of warrants issued in                                                                                                     
 connection                                                                                                                     
with a loan                              -              -               -            -      162,500            -        162,500 

Exercise of warrants                65,000            650               -            -            -            -            650 

Conversion of preferred                                                                                                         
 stock to                                                                                                                       
common stock                       230,000        575,000        (230,000)    (575,000)           -            -              - 

Issuance of stock in public                                                                                                     
 offering                        1,350,000      5,266,338               -            -                         -      5,266,338 

Dividends on preferred stock             -              -               -            -            -      (51,645)       (51,645)

Net loss for the year ended                                                                                                     
September 30, 1996                       -              -               -            -            -   (1,826,928)    (1,826,928)

                                 ---------     ----------   -------------    ---------    ---------  -----------    ----------- 

Balance, September 30, 1996      3,070,000      5,920,118               -            -      162,500   (2,136,808)     3,945,810 

Purchase of common stock           (90,000)      (113,250)              -            -            -            -       (113,250)

Net loss for the three                                                                                                          
 months ended                                                                                                                   
 December 31, 1996                                                      -            -            -     (352,402)      (352,402)

                                 ---------     ----------   -------------    ---------    ---------  -----------    ----------- 

Balance, December 31, 1996       2,980,000     $5,806,868               -    $       -     $162,500  $(2,489,210)   $ 3,480,158 
                                 =========     ==========   =============    =========    =========  ===========    =========== 

See notes to condensed financial statements 

5 

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PACIFIC COAST APPAREL COMPANY, INC. dba ACA JOE 
CONDENSED STATEMENT OF CASH FLOWS 

INCREASE (DECREASE) IN CASH 

                                                                [Download Table]


                                                   Three Months Ended    
                                                      December 31,       
                                                 ----------------------  
                                                    1996         1995    
                                                 ---------    ---------- 
                                                                         
CASH FLOWS FROM OPERATING ACTIVITIES                                     
 Net loss                                        $(352,402)    $(146,129)
                                                 ---------     --------- 
 Adjustments to reconcile net loss to                                    
   cash used by operating activities:                                    
   Depreciation                                      6,000         2,000 
   Amortization of deferred income                       -       (10,000)
   Changes in assets and liabilities                                     
     Increase in due from factor                   (31,194)            - 
     Increase in inventories                      (282,000)      (33,033)
     Increase in prepaid expenses                                        
       and other current assets                    (79,877)            - 
     Increase (decrease) in accounts                                     
        payable                                    195,203       (40,072)
     Decrease in other current                                           
       liabilities                                  (2,599)            - 
                                                 ---------     --------- 

     Total Adjustments                            (194,467)      (81,105)
                                                 ---------     --------- 

     Net Cash Used by Operating                                          
       Activities                                 (546,869)     (227,234)

CASH FLOWS FROM INVESTING ACTIVITIES                                     
 Purchase of property and equipment               (106,907)            - 
 Decrease in short-term investments                677,547             - 
                                                 ---------     --------- 

    Net Cash Provided by Investing                                       
      Activities                                   570,640             - 

CASH FLOWS FROM FINANCING ACTIVITIES                                     
 Decrease in loans receivable,                                           
  officer/stockholder                                    -        14,027 
 Reacquisition of common stock                    (113,250)            - 
 Proceeds from issuance of preferred stock               -       100,000 
                                                 ---------     --------- 

    Net Cash (Used) Provided                                             
      by Financing Activities                     (113,250)      114,027 
                                                 ---------     --------- 

NET DECREASE IN CASH                               (89,479)     (113,207)

CASH, beginning                                    109,977       233,407 
                                                 ---------     --------- 

CASH, ending                                     $  20,498     $ 120,200 
                                                 =========     ========= 

See notes to condensed financial statements         

6 

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PACIFIC COAST APPAREL COMPANY, INC. dba ACA JOE 
CONDENSED STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

                                                                [Download Table]

                                                       Three Months Ended 
                                                           December 31,   
                                                       -------------------
                                                         1996        1995 
                                                       -------     -------
                                                                          
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                          
   Cash paid during the period for:                                       
     Interest                                          $11,199     $     -
     Income taxes                                          800           -

See notes to condensed financial statements         

7 

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PACIFIC COAST APPAREL COMPANY, INC. dba ACA JOE 
NOTES TO CONDENSED FINANCIAL STATEMENTS 

DECEMBER 31, 1996 

1 - ACCOUNTING POLICIES                                                   

    Although the interim condensed financial statements of the Company are
      unaudited, it is the opinion of the Company's management that all normal
      recurring adjustments necessary for a fair statement of the results have
  been reflected therein.  Operating revenues and net earnings for any
  interim period are not necessarily indicative of results that may be
expected for the entire year.                                     

These statements should be read in conjunction with the financial 
     statements and related notes which are incorporated by reference in the
     Company's Annual Report on Form 10-KSB for the year ended September 30,
1996.                                                             

2 - REACQUISITION OF COMPANY STOCK                                        

     During the three months ended December 31, 1996, the Company reacquired
90,000 shares of its common stock for $113,250.                   

8 

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ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION             

INTRODUCTION                                                                    

     The Company was formed in April 1995 for the purpose of designing, sourcing
and marketing the ACA JOE brand of men's casual sportswear.  The Company sources
and designs the ACA JOE products through the use of sub-contractors and         
independent agents, which allows the Company to avoid the fixed overhead cost of
maintaining its own production facilities.  The business strategy of the Company
is primarily focused on reintroducing the ACA JOE products in the United States 
through national and regional advertising, marketing and customer service       
programs designed to promote the ACA JOE name and products.  Specifically, the  
Company is focusing its efforts on:  (1) expanding its distribution in the      
department store and retail men's specialty store categories; (2) developing    
targeted licensees in the accessories categories; (3) further developing its    
Quick Response Program for the basic apparel collection for better customers;   
and (4) developing alternative marketing techniques.  The Company is using the  
net proceeds of its August 1996 initial public offering (approximately          
$5,267,000) to implement its business strategy.                                 

During the development stage of the Company, the Company's primary    
activities have included product development and design, organizing the sales   
force, marketing, arranging for production sources, and the opening of a retail 
outlet store.  The costs of products sold includes design, selling, shipping,   
and general and administrative expenses.  To date, the Company has not          
capitalized development costs associated with the development of the ACA JOE    
products and has instead expensed all payroll and related costs for such        
development.  Design expenses consist of payments to sub-contractors for design 
and development of new product lines.  Selling expenses consist primarily of    
salaries, commissions and administrative costs associated with the Company's    
payroll and marketing personnel.  General and administrative expenses include   
the costs of consultants and other administrative functions of the Company.  In 
December 1996, the Company purchased a total of 90,000 shares of its common     
stock in the open market at an average price of $1.258 per share (a total of    
$113,250), in block transactions as defined in SEC Rule 10b-18.                 

RESULTS OF OPERATIONS                                                           

Quarter Ended December 31, 1996                                                 

   The Company's total expenses for the quarter ended December 31, 1996 were
$390,624.  The increase over the prior year primarily reflects an increase in   
selling, design and general and administrative expenses incident to the         
commencement of operations, specifically the selling and shipping of its ACA JOE
products and preparation for the company's first major production introduction. 
During the quarter ended December 31, 1996, net sales of $66,000 were           
recognized, and cost of goods sold was $27,000.  While operating expenses were  
disproportionally large in relation to sales, management believes that if sales 
increase, design and general and administrative expenses will decline           
substantially as a percentage of sales.  There can be no assurance, however,    
that the Company will operate profitably in the future.                         

Quarter Ended December 31, 1995                                                 

     The Company began conducting business in August of 1995.  While the Company
received purchase orders during fiscal 1995, the Company's first shipment of    
product took place in fiscal year 1996.  Consequently, the Company received no  
revenues during the fourth quarter of 1995.  Design expenses were incurred      
primarily to design the Company's initial line of ACA JOE products.  The general
and administrative expenses relate primarily to accounting, legal and consulting
fees associated with the start-up expenditures of the Company.                  

LIQUIDITY AND CAPITAL RESOURCES                                                 

In September 1996, the Company realized net proceeds of approximately 
$5,267,000 from an initial public offering of common stock and warrants to      
purchase common stock.  A portion of these proceeds was used to repay all of the
indebtedness then outstanding.                                                  

9 

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   The Company experienced losses from operations of $258,235 for the period
from April 28, 1995 (inception) to September 30, 1995 and $1,826,928 for the    
year ended September 30, 1996.  The cumulative loss through December 31, 1996 is
$2,437,565, excluding the preferred stock dividend of $51,645.  Sales of the    
Company's initial, Spring 1997 product line did not meet expectations.  To      
remedy this, the Company retained a new designer to create its Fall 1997 line,  
and retained an advertising firm to develop and implement a marketing program at
an estimated cost of up to $1,000,000.  If sales of the Fall 1997 line, which   
will be introduced beginning in February 1997, do not meet expectations, the    
Company would likely require additional capital.  In the event of unanticipated 
developments or to satisfy future funding requirements, the Company may seek to 
fund its operations through public or private offerings of securities, with     
collaborative or other arrangements with corporate partners or from other       
sources.  Additional financing may not be available when needed or on terms     
acceptable to the Company.  If adequate financing is not available, the Company 
may be required to delay, scale back or eliminate certain of its development    
programs, to relinquish rights to certain of its products, or to license to     
third parties the right to commercialize products the Company would otherwise   
seek to develop itself.                                                         

    In November 1996, following a decline in the market price of the Company's
common stock, the Board authorized the Company's purchase of up to 150,000      
shares of its common stock.  To date, 90,000 shares have been purchased.        
Management believes these purchases at current price levels are in the interests
of the Company and its shareholders, and will not affect the Company's ability  
to fund its business plan for the remainder of the current fiscal year.         

PART II   OTHER INFORMATION                                                     

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                      

(a)  Exhibits                                               

27.  Financial Data Schedule                      

(b)  Reports on Form 8-K.                                   

None.                                           

10  

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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 thereunto duly authorized.                                          

             Pacific Coast Apparel Company, Inc.

     By /s/ Terrence L. McGovern
              --------------------------------
            Terrence L. McGovern
           Chief Executive Officer and
           Chief Financial Officer
February 13, 1997                                                               

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10QSB’ Filing	Date	First	Last	Other Filings

Changed as of / Corrected on:	5/17/12
Filed on:	2/14/97
	2/13/97	11		SC 13G
For Period End:	12/31/96	1	10
	9/30/96	5	10
	12/31/95	9
	9/30/95	10
	4/28/95	10
				List all Filings

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Filing Submission 0000944209-97-000181 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

International Energy Ltd, Inc. – ‘10QSB’ for 12/31/96

On: Friday, 2/14/97, at 3:29pm ET · For: 12/31/96 · Accession #: 944209-97-181 · File #s: 0-28760, 1-14446 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 5/17/12 by the SEC on 5/17/12. ®

Previous ‘10QSB’: None · Next: ‘10QSB’ on 5/14/97 for 3/31/97 · Latest: ‘10QSB’ on 7/7/00 for 6/30/00

Quarterly Report — Small Business — Form 10-QSBFiling Table of Contents

10QSB — Quarterly Report — Small BusinessDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

On: Friday, 2/14/97, at 3:29pm ET · For: 12/31/96 · Accession #: 944209-97-181 · File #s: 0-28760, 1-14446 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 5/17/12 by the SEC on 5/17/12. `®`

Quarterly Report — Small Business — Form 10-QSB
Filing Table of Contents

10QSB — Quarterly Report — Small Business
Document Table of Contents