SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission file number
December 31, 2001 33-27042-NY
- ------------------------- ----------------------
FINANCIAL EXPRESS CORPORATION
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 93-0996537
- ---------------------------- -------------------
(State of other jurisdiction (IRS Employer
of incorporation) Identification Number)
P. O. Box 974, Rancho Santa Fe, California 92067
-------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (760) 632-0312
--------------
Securities registered pursuant to Section 12(b) of the Act:
NONE NONE
------------------- ---------------------
(Title of Each Class) (Name of Each Exchange
on which Registered)
Securities registered pursuant to Section 12 (g) of the Act:
Common
--------------
(Title of Class)
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.
(1) Yes No X ** (2) Yes X No
----- ----- ----- -----
The number of shares of the Common Stock of the registrant outstanding as of
December 31, 2001 was 3,743,900. The aggregate common stock held by
non-affiliates on December 31, 2001 was approximately 243,900 shares.
FORM 10-K INDEX
PART I
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of Security
Holders 3
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholders Matters 4
Item 6. Selected Financial Matters 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 7
PART III
Item 10. Directors and Executive Officers of Registrant 7
Item 11. Executive Compensation 7
Item 12. Security Ownership of Certain Beneficial
Owners and Management 8
Item 13. Certain Relationships and Related Transactions 8
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 8
A-1 Financial statements at December 31, 2001
Financial statements at December 31, 2000
Financial statements at December 31, 1999
A-2 Financial statement schedules (None)
A-3 Exhibits (None)
B Reports on Form 8-K
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. Properties
----------
The Company does not currently own or lease any properties. The directors
provide office space at no charge to the Company.
Item 3. Legal Proceedings
-----------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
3
PART II
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, 2001 was 42.
(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.
In 1995, the development of the check clearing business was abandoned and the
intangible assets were written off. In connection with this transaction, Mr.
Falls assigned all but 50,000 of his shares to Mr. Baldwin and Mr. Pearce.
4
(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. Selected Financial Data
-----------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Revenues -- -- -- -- --
Net profit (loss) ( 2,743) ( 1,500) ( 2,500) ( 2,500) ( 2,500)
Net profit (loss)
per share (.00) (.00) (.00) (.00) (.00)
Total assets -- -- -- -- --
Working Capital (22,543) (19,800) (18,300) (15,800) (13,300)
5
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,
1999, 2000 and 2001 should be read in conjunction with the financial statements
and notes pertaining thereto appearing elsewhere in this Form 10-K.
2001 2000 1999
---- ---- ----
Revenues $ -- $ -- $ --
Expenses 2,743 1,500 2,500
--------- --------- ---------
Net loss (2,743) ( 1,500) $ ( 2,500)
========= ========= =========
Weighted average common
shares outstanding 3,743,900 3,704,900 3,704,900
========= ========= =========
Loss per common share $ (.000) $ (.000) $ (.001)
========= ========= =========
The Company's activity during the fiscal year ended December 31, 2001
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 $(22,543). 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, 2001 COMPARED TO DECEMBER 31, 2000
Operating expenses were insignificant due to company's inactivity.
YEAR ENDED DECEMBER 31, 2000 COMPARED TO DECEMBER 31, 1999
Operating expenses were insignificant due to company's inactivity.
6
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Reference is made to the financial statements included later in this report
under Item 14.
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
None
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Name Age Position
- ---- --- --------
Phil E. Pierce 72 Chairman, Treasurer and Director
Frank G. Baldwin 71 President, Secretary, and Director
The Directors will serve until the next annual meeting of shareholders or
until their successors has been elected.
The Officers are elected annually by the Directors and serve at the
discretion of the Board of Directors.
Item 11. Executive Compensation
----------------------
None.
7
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 1,725,000 46.07%
6624 Greenleaf Court
Charlotte, NC 28270
Frank G. Baldwin 1,725,000 46.07%
P. O. Box 974
Rancho Santa Fe, CA 92067
--------- -----
All Officers and Directors
as a group 3,450,000 92.14%
========= =====
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
None.
PART IV
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K
----------------------------------------------------------------
A-1 Financial statements at December 31, 2001, 2000 and 1999
A-2 Financial statement schedules (None)
A-3 Exhibits (None)
B Reports on Form 8-K
May 1, 1991
8
Henson & Company, CPA's, Inc.
2045 Huntington Drive Suite B
South Pasadena, CA 91030
(626) 403-4410 Fax (626) 403-4411
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, 2001 and 2000 and the related statements of operations,
stockholders' equity, and cash flows for each of the years ended December 31,
2001, 2000 and 1999. 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, 2001 and 2000, and the results of operations, changes in
stockholders' equity and cash flows for each of the years ended December 31,
2001, 2000, and 1999 in conformity with generally accepted accounting
principles.
The accompanying 2001 financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in note 1, at December
31, 2001 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 2001 financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
Pasadena, California By: /s/ Stephen Henson
--------------------------------
January 7, 2002 Stephen Henson, CPA
9
FINANCIAL EXPRESS CORPORATION
Balance Sheets
December 31, 2001 and 2000
Assets
2001 2000
--------- ---------
Intangible assets,
net of accumulated
amortization of $351,950
and $351,950 $ -- $ --
--------- ---------
Total assets $ -- $ --
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accrued professional fees $ 20,003 $ 17,650
Due to officer 2,150 2,150
--------- ---------
Total current liabilities 22,153 19,800
Stockholders' equity:
Common stock $.001 par value;
25,000,000 shares
authorized; 3,743,900 and
3,704,900 issued and
outstanding 3,744 3,705
Additional paid in-capital 408,992 408,641
Accumulated deficit (434,889) (432,146)
---------
Total stockholders' equity (22,153) (19,800)
--------- ---------
Total liabilities
and stockholders' equity $ -- $ --
========= =========
See accompanying notes
10
FINANCIAL EXPRESS CORPORATION
STATEMENTS OF OPERATIONS
For the years ended December 31, 2001, 2000 and 1999
2001 2000 1999
----------- ----------- -----------
Income $ -- $ -- $ --
Operating expenses:
Office Expenses 501 -- --
Legal and
professional fees 2,242 1,500 2,500
----------- ----------- -----------
Total operating expenses 2,743 1,500 2,500
----------- ----------- -----------
Net loss $ (2,743) $ ( 1,500) $ ( 2,500)
=========== =========== ===========
Loss per share $ (.00) $ (.00) $ (.00)
=========== =========== ===========
Weighted average
shares outstanding 3,743,900 3,704,900 3,704,900
=========== =========== ===========
See accompanying notes
11
FINANCIAL EXPRESS CORPORATION
(a development stage enterprise)
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2001, 2000 and 1999
2001 2000 1999
------- ------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,743) $(1,500) $(2,500)
Adjustments to reconcile
net loss to net cash
used by operating
activities:
Amortization -- -- --
(Increase) decrease in:
Accounts
receivable - officer -- -- --
Increase (decrease) in:
Bank overdraft -- -- --
Accrued liabilities 2,743 1,500 2,500
------- ------- -------
Net cash used
by operating activities -- -- --
------- ------- -------
NET INCREASE IN CASH -- -- --
CASH - BEGINNING OF PERIOD -- -- --
------- ------- -------
CASH - END OF PERIOD $ -- $ -- --
======= ======= =======
See accompanying notes
12
FINANCIAL EXPRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2001, 2000 and 1999
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 2001 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.
13
FINANCIAL EXPRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2001, 2000 and 1999
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.
14
FINANCIAL EXPRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2001, 2000 and 1999
3. Stock Transactions (continued)
-----------------------------
During 2001, the Company issued 39,000 shares to eight individuals for
legal and consulting services. These shares were assigned a nominal value
of $390 that is included in operating expenses for the year.
15
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:
---------------------------- ------------
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. Pearce January , 2002
- ------------------------------- -----
Phil E. Pearce
Chairman, Treasurer, and Director
/s/ Frank G. Baldwin January , 2002
- ------------------------------- -----
Frank G. Baldwin,
President, Secretary and Director
16