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International Energy Ltd, Inc. – ‘10QSB’ for 6/30/00

On: Friday, 7/7/00, at 1:42pm ET · For: 6/30/00 · Accession #: 950149-0-1450 · File #: 0-28760

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

 7/07/00  International Energy Ltd, Inc.    10QSB       6/30/00    2:18K                                    Bowne - San Francisco/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Form 10-Qsb for the Quarterly Period Ended 6/30/00    11     41K 
 2: EX-27.1     Financial Data Schedule                                1      7K

10QSB — Form 10-Qsb for the Quarterly Period Ended 6/30/00
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Management's Discussion and Analysis of Plan of Operation
1	1st Page - Filing Submission
2	Item 2. Management's Discussion and Analysis of Plan of Operation

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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 EXCHANGE
ACT OF 1934                                                           

For the quarterly period ended JUNE 30, 2000                

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              (IRS Employer Identification No.)  
incorporation or organization)                                                  

50 Ridgecrest Road                                                              
Kentfield, CA                                       94904               
-------------                                       -----               
(Address of principal office)                         (Zip Code)                

Registrant's telephone number,                                                  
including area code                                (415) 925-0386               
                                    --------------

Inapplicable    
------------    

(Former name, former address and former fiscal year, if changed since last      
report)                                                                         

1620 South Los Angeles Street, Los Angeles, CA 90015                            

 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 JUNE 30, 2000                               4,382,000

Transactional Small Business Disclosure Format     Yes [ ]    No [X]            

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FORWARD LOOKING STATEMENTS                                                      

In addition to historical information, this 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 discussed herein, could cause actual results and
future events to differ materially from those set forth or contemplated in the  
forward-looking statement: economic conditions, competitive products, and       
pricing, new product development, need for additional capital, development of   
the Cotton Stuff business, 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 other reports to be filed from time to time  
with the Securities and Exchange Commission pursuant to the Securities and      
Exchange Act of 1934.                                                           

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

INTRODUCTION                                                                    

         Pacific Coast Apparel Company, Inc. ("the Company") was incorporated in
California in April 1995 to design, source and market in the United States a    
collection of men's active sportswear under the brand name "Aca Joe" Registered 
Trademark through traditional department stores and men's specialty stores. In  
August 1997 the Company acquired the assets and business of Cotton Stuff, Inc.  
Because of the Company's inability to generate sufficient revenues it decided   
not to renew it's exclusive Aca Joe license agreement and ceased doing business 
under it's license with Action Down Under, Ltd. in June 1998.                   

       As previously stated the Company acquired the assets of Cotton Stuff,
Inc. in August 1997. Cotton Stuff apparel is a collection of both men's and     
women's garment-dyed, better sportswear which is sold across the United States  
through better catalogs including Saks Folio, Coldwater Creek, Neiman Marcus and
Nordstrom, better specialty stores such as Fred Siegel, Bloomingdales and My    
Friends Place and selected department stores including Macy's.                  

   On September 30, 1999, the Company signed an agreement with Capital
Factors, Inc. allowing representatives of Capital Factors to take possession of 
the majority of its operating assets, specifically those which Capital Factors  
had taken as collateral for loans and advances to the Company under a Factoring 
Agreement dated September 8, 1997. Under the agreement, the Company gave Capital
Factors a first lien on accounts receivable, cash and various other assets. The 
Company received notice of default from Capital Factor pursuant to Section 9504 
(3) of the California Uniform Commercial Code                                   

       On September 30, 1999 the Company entered into an agreement with Robert
P. Mulder, Inc., d/b/a/ Evans Unlimited to purchase the balance of the Company's
assets which included piece goods, certain inventory, all trademarks and trade  
names and the associated goodwill, orders and equipment. The agreement called   
for Robert P. Mulder, Inc., to pay Capital Factors Inc. $110,000 representing   
the balance of the Company's secured obligations. In addition, Robert P. Mulder,
Inc. agreed to pay an additional $40,000 which was deposited in the trust       
account of the law firm of Ezra, Brutzkus and Gubner, the Company's counsel.    
These funds were to be used to settle outstanding creditors claims. In addition,
Robert P. Mulder, Inc. was to deposit an additional $10,000 in the trust account
of the Company's counsel to defer legal fees associated with the distribution   
and settlement of creditors claims.                                             

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NINE MONTHS ENDED JUNE 30, 2000                                                 

       The Company had no revenues during the nine month period ended June 30,
2000.                                                                           

LIQUIDITY AND CAPITAL RESOURCES                                                 

     The capital resources of the Company consist of approximately $16,294
which remain in the trust account of the Company's counsel and have been set    
aside to settle creditors claims. The Company has no additional resources. The  
Company may seek to fund future operations through private offerings of         
securities with collaborative or other arrangements with corporate partners of  
from other sources. Additional financing may not be available when needed or on 
terms acceptable to the Company.                                                

        In June 2000 the Company issued 1,080,000 shares of the Company's common
stock to an officer and an affiliate of the Company as settlement for $216,000  
of indebtedness owed to these individuals stemming from borrowings personally   
guaranteed on the Company's behalf. The debt was incurred when the Company      
defaulted on a loan from Capital Factors, Inc. the Company's factor and primary 
lender. The officer and affiliate had placed on deposit with Capital Factors,   
Inc. the amount necessary to satisfy these liabilities. Capital Factors, Inc.   
foreclosed on this collateral when the company defaulted and failed to cure its 
default under the terms and conditions of the Factoring Agreement, dated        
September 8, 1997 ("the Factoring Agreement").                                  

FEDERAL TAXES                                                                   

   Since its inception, the Company has been taxed as a "C" corporation.
Accordingly the Company has available as of March 31, 1999 approximately        
$6,000,000 in net operating loss carryforwards to offset future federal taxable 
income expiring through the year ending September 30, 2004.                     

LEGAL PROCEEDINGS                                                               

     The Company is currently involved in a law suit, which was filed by
Ms. Jill Grossman, the Company's former sales manager. Ms. Grossman             
terminated her employment with the Company on September 22, 1997. Ms.           
Grossman claims she is owed approximately $440,000 of compensation due under    
an employment agreement. The Company filed a cross complaint based on the       
belief that, among other things, Ms. Grossman breached the employment           
agreement.                                                                      

 Although the outcome of the litigation cannot be predicted with
certainty, management believes that the Company has meritorious defenses to the 
claims alleged, and intends to defend this action with vigor.                   

        In March 2000, the Company's counsel was served with a levy from the Los
Angeles Sheriff's Department and the Company's trust account was attached. The  
Plaintiff was IRA Capital Corporation which received a judgment against the     
Company in the amount of $105,057.43 for the nonpayment of a promissory note.   
The Company attempted to settle this obligation but was unsuccessful.           

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 PACIFIC COAST APPAREL CO., INC.
 BALANCE SHEET

                                                                [Download Table]

                                                  June 30, 2000  September 30, 1999
                                                  -------------  ------------------
                                                                                   
             ASSETS                                                                

CURRENT ASSETS                                                                     
   Cash and cash equivalents                          $16,294          $44,128     
     Accounts receivable                                   $0           $4,982     
     Loan receivable, stockholder                     $15,449          $14,384     

        Total current assets                          $31,743          $63,494     

       Total Assets                                   $31,743          $63,494     

     LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                      

CURRENT LIABILITIES                                                                
     Due from factors                                      $0         $178,200     
     Accounts payable                                 $66,939         $285,701     
     Accrued expenses                                $223,350         $503,039     
     Income taxes payable                              $2,105           $1,305     

        Total current liabilities                    $292,394         $968,245     

STOCKHOLDERS' EQUITY                                                               
     Preferred stock                                                               
        Authorized, 600,000 shares                                                 
        No shares outstanding                                                      
     Common stock - no par value                   $5,689,798       $5,453,798     
        Authorized, 1,000,000 shares                                               
        Issued and outstanding  4,382,000 shares                                   
     Additional paid-in capital                      $480,460         $480,460     
     Deficit                                      ($6,430,909)     ($6,839,009)    

        Total stockholders' equity                  ($260,651)       ($904,751)    

                                                      $31,743          $63,494     

See notes to condensed financial statements                                     

4 

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PACIFIC COAST APPAREL CO., INC.         
STATEMENT OF OPERATIONS         

                                                                [Download Table]

                                           Nine Months Ended June 30 
                                           ------------------------- 
                                             2000            1999    
                                             ----            ----    
                                                                     
NET SALES                                  ($5,090)       $3,385,399 

COST OF GOOD SOLD                                0         1,925,971 

GROSS (LOSS) PROFIT                         (5,090)        1,459,428 

OPERATING EXPENSES                                                   
   Design and production                         0           357,460 
   Selling                                       0           443,166 
   Shipping                                      0           197,822 
   General and administrative               18,366           587,396 

     Total Operating Expenses               18,366         1,585,844 

LOSS FROM OPERATIONS                       (23,456)         (126,416)

OTHER INCOME (EXPENSE)                                               
   Royalty Income                                             11,836 
   Gain on liquidation                     473,755                   
   Interest (income) expense               (41,400)          (64,726)

     Total Other Income (Expense)          432,355           (52,890)

LOSS BEFORE INCOME TAXES                  $408,899         ($179,306)

PROVISION FOR INCOME TAXES                   ($800)             (800)

NET INCOME (LOSS)                         $408,099         ($180,106)

NET LOSS PER SHARE                            0.09             (0.06)

WEIGHTED AVERAGE NUMBER OF               4,382,000         3,064,000 
   COMMON SHARES OUTSTANDING                                         

See notes to condensed financial statements                                     

5     

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PACIFIC COAST APPAREL CO., INC.         
STATEMENT OF OPERATIONS         

                                                                [Download Table]

                                                    Three Months Ended June 30  
                                                    --------------------------  
                                                      2000              1999    
                                                      ----              ----    
                                                                                
NET SALES                                                 $0         $1,024,516 

COST OF GOOD SOLD                                          0            596,228 

GROSS (LOSS) PROFIT                                        0            428,288 

OPERATING EXPENSES                                                              
   Design and production                                                127,698 
   Selling                                                              166,240 
   Shipping                                                              64,843 
   General and administrative                            193            150,200 

     Total Operating Expenses                            193            508,981 

LOSS FROM OPERATIONS                                    (193)           (80,693)

OTHER INCOME                                                                    
   Royalty Income                                                    $    8,766 
   Interest (income) expense                         (41,400)           (21,283)
   Gain on liquidation                                     0                    

        Total Other Income (Expense)                 (41,400)          ($12,517)

LOSS BEFORE INCOME TAXES                            ($41,593)          ($93,210)

PROVISION FOR INCOME TAXES                                 0                  0 

NET LOSS                                            ($41,593)          ($93,210)

NET LOSS PER SHARE                                     (0.01)             (0.03)

WEIGHTED AVERAGE NUMBER OF                         4,382,000          3,064,000 
   COMMON SHARES OUTSTANDING                                                    

See notes to condensed financial statements                                     

6           

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                                                                     Page 1 0f 2

 PACIFIC COAST APPAREL CO., INC.
 CONDENSED STATEMENT OF CASH FLOWS

 INCREASE (DECREASE) IN CASH

                                                                [Download Table]

                                                      Nine Months Ended June 30
                                                      -------------------------
                                                      2000             1999    
                                                      ----             ----    
                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES                                           
     Net gain (loss)                                  $408,100       ($180,106)
     Adjustments to reconcile net loss to                                      
        cash used by operating activities:                                     
        Depreciation                                        $0         $27,000 
        Amortization of negative goodwill                   $0         ($8,652)

        Changes in assets and liabilities, net                                 
          of effect of assets and liabilities                                  
          acquired:                                                            
            Increase in due from factors             ($178,200)       ($46,049)
            Decrease in accounts receivable             $4,982        ($42,840)
            Increase in inventories                         $0        $213,066 
            Increase in prepaid expenses and           ($1,065)        $57,317 
               other current assets                                            
            Increase in other assets                        $0             $64 

            Increase in accounts payable             ($218,762)        $49,982 
            Increase (decrease) in accrued expenses  ($278,889)        $22,693 
            Increase in other current liabilities           $0                 

            Total Adjustments                        ($671,934)       $272,581 

            Net Cash Used By Operating Activities    ($263,834)        $92,475 

See notes to condensed financial statements                                     

 7

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                                                                     Page 2 of 2

 PACIFIC COAST APPAREL CO., INC.
 CONDENSED STATEMENT OF CASH FLOWS

 INCREASE (DECREASE) IN CASH

                                                                [Download Table]

                                                     Nine Months Ended June 30  
                                                     -------------------------  
                                                        2000            1999    
                                                        ----            ----    
                                                                                
CASH FLOWS FROM INVESTING ACTIVITIES                                            
     Purchase of property and equipment                     $0          ($8,942)
     Decrease in short term investments                     $0                  
          Net Cash (used) Provided by                       $0          ($8,942)
            Investing Activities                                                

CASH FLOWS FROM FINANCING ACTIVITIES                                            
     Principal payments on long term debt                   $0         ($80,322)
     Sale/issuance of common stock                    $236,000                  

          Net Cash Used by                                                      
            Financing Activities                      $236,000         ($80,322)

NET DECREASE IN CASH AND                                                        
     CASH EQUIVALENTS                                 ($27,834)          $3,211 

CASH AND CASH EQUIVALENTS, beginning                                            
     as previously stated                              $44,128         ($17,324)

CASH AND CASH EQUIVALENTS, ending                      $16,294         ($14,113)

See notes to condensed financial statements                                 

8 

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 PACIFIC COAST APPAREL CO., INC.
CONDENSED STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

                                                                [Download Table]

                                                       Nine Months Ended June 30
                                                       -------------------------
                                                         2000              1999 
                                                         ----              ---- 
                                                                                
SUPPLEMENTAL DISCLOSURE OF                                                      
     CASH FLOW INFORMATION                                                      
     Cash paid during period for:                                               
          Interest                                      $51,414          $21,283
          Income Taxes                                                          

See notes to condensed financial statements                                     

9 

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 PACIFIC COAST APPAREL CO., INC.
 NOTES TO CONDENSED FINANCIAL STATEMENTS

 June 30, 2000

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 reflected notes which are incorporated by reference in
       the Company's Annual Report on Form 10-KSB for the year ended September
30, 1999                                                        

 PACIFIC COAST APPAREL CO., INC.

 CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY

 YEAR ENDED SEPTEMBER 30, 1999

 AND THE NINE MONTHS ENDED JUNE 30, 2000

                                                        [Enlarge/Download Table]

                                                  Common stock             Additional                    Total     
                                              ---------------------         Paid-in                   Stockholders'
                                              Shares         Amount         Capital      Deficit         Equity    

                                                                                                                   
Balance, October 1, 1996                     3,070,000     $5,920,118       $162,500   ($2,136,808)    $3,945,810  

Issuance of stock for services                   9,000         $4,500                                      $4,500  

Reacquisition of stock during the                                                                                  
    year ended September 30, 1997             (116,000)     ($452,400)      $306,610                    ($145,790) 

Other                                           (5,000)      ($19,500)       $10,750                      ($8,750) 

Net loss for the year ended                                                                                        
  September 30, 1997                                                                   ($2,954,339)   ($2,954,339) 

                                             --------------------------------------------------------------------  
Balance, September 30, 1997,                                                                                       
   as previously reported                    2,958,000     $5,452,718       $479,860   ($5,091,147)      $841,431  

Issuance of stock                              108,000          1,080                                      $1,080  

Cancellation of stock                           (2,000)                                                            

Net loss for the year ended                                                                                        
  September 30, 1998                                                                     ($988,323)     ($988,323) 

                                             --------------------------------------------------------------------  
Balance, September 30, 1998,                 3,064,000     $5,453,798       $479,860   ($6,079,470)     ($145,812) 

Contributions                                                                   $600                         $600  

Net loss for the year ended                                                                                        
  September 30, 1999                                                                     ($759,539)     ($759,539) 

                                             --------------------------------------------------------------------  
Balance, September 30, 1999                  3,064,000     $5,453,798       $480,460   ($6,839,009)     ($904,751) 

Issuance of stock                            1,318,000       $236,000                                    $236,000  

Net income (loss) for the nine months ended                                                                        
  June 30, 2000                                                                           $408,100       $408,100  
                                             --------------------------------------------------------------------  
Balance, June 30, 2000                       4,382,000      5,689,798        480,460    (6,430,909)      (260,651) 

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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

July 7, 2000                                                                    

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Dates Referenced Herein and Documents Incorporated by Reference

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

	9/30/04	3
Filed on:	7/7/00	11
For Period End:	6/30/00	1	10
	9/30/99	2	10	10KSB
	3/31/99	3		10QSB
	9/30/98	10		10KSB40
	9/30/97	10		10KSB40, 8-K, NT 10-K
	9/22/97	3
	9/8/97	2	3
				List all Filings

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Filing Submission 0000950149-00-001450 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

International Energy Ltd, Inc. – ‘10QSB’ for 6/30/00

On: Friday, 7/7/00, at 1:42pm ET · For: 6/30/00 · Accession #: 950149-0-1450 · File #: 0-28760

Previous ‘10QSB’: ‘10QSB’ on 6/23/00 for 3/31/00 · Latest ‘10QSB’: This Filing

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

10QSB — Form 10-Qsb for the Quarterly Period Ended 6/30/00Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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

10QSB — Form 10-Qsb for the Quarterly Period Ended 6/30/00
Document Table of Contents