ITEM 1. DESCRIPTION OF BUSINESS
General Development of the Business
Fast Eddie Racing Stables, Inc. (the Company ), was incorporated under the laws of the State of Florida on April 3, 1981. During the period from inception through the year ended December 31, 1988 the Company was engaged in the business of acquiring, racing and selling standardbred race horses (pacers and trotters. During the year ended December 31, 1989, the Company discontinued operations and through the date hereof, has been inactive.
Description of the Business
During the years it conducted operations, the Company owned and raced standardbred race horses at facilities in Florida, New York, New Jersey, Maryland and California. The horses were trained and driven by independent professional personnel pursuant to specific agreements. Under these agreements, the bulk of the training, boarding and related costs of maintaining the Company s horses were borne by the driver/trainer.
During the year ended December 31, 1989 the Company sold or otherwise disposed of all remaining horses in order to settle outstanding indebtedness. At that point and through the date hereof the Company has been inactive.
At present, the Company has only one employee, its President and Chief Financial Officer, Edward T. Shea, Jr.
ITEM 2.
ITEM 2. PROPERTIES
The Company utilizes it President s home, which is located at 424 N.E. 10th Street, Boca Raton, Florida 33432-2938, as its principal place of business. Such facilities are available to the Company on an informal basis.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
No legal proceeding occurred during the periods covered by this report.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the periods covered by this report.
PART II
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company has been inactive for a period in excess of five years as of the date hereof and has not filed all required reports with the United States Securities and Exchange Commission. Accordingly, there has been no available market for its common stock. During the year ended December 31, 1986 the Company s common stock price, as reported in the Pink Sheets published by the National Quotation Bureau, Inc., had a high and low of $1.25 and $.12, respectively. During most of 1987 and periods subsequent thereto, the shares were either unquoted or quoted at $.01.
As of December 31, 1987, there were approximately 47 holders of record of the Company's common stock. This information was obtained from the Company's transfer agent. Subsequent transfers of the Company s common stock , if any, are unknown.
The Company has not paid any cash dividends on its common stock to date and does not anticipate or contemplate paying dividends in the foreseeable future. Any decisions as to future payment of dividends will depend on earnings and financial position of the Company and such other factors as the Board of Directors deems relevant.
ITEM 6.
ITEM 6. MANAGEMENT S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
Results of operations
During the years it conducted operations (1983 - 1989), the Company owned and raced standardbred race horses at facilities in Florida, New York, New Jersey, Maryland and California. Through such period, the Company was not able to generate income from operations or net income. Accordingly, its resources were exhausted and during the year ended December 31, 1989, the Company sold or otherwise disposed of all remaining horses and other assets in order to settle outstanding indebtedness. At that point and through the date hereof the Company has been inactive.
Liquidity
The Company does not currently have any cash or cash equivalents. Current expenses of the Company including licenses, regulatory filings and related professional fees have been paid by the Company s President.
Foreign operations
The Company has not had, and does not presently have any foreign operations.
ITEM 7.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements and Supplementary Data are set forth in ITEM 14.
ITEM 8.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company s independent accountants during the period from inception through the Company s Form 10-K filing for the year ended December 31, 1987 was Imber & Anchel, Certified Public Accountants. Such firm is no longer in existence, and the successor firm does not provide accounting services to companies filing with the United States Securities and Exchange Commission.
During 1996, the Company engaged Levi, Rattner, Cahlin & Co., Certified Public Accountants, as independent accountants for financial statements to be included in prospective filings with the United States Securities and Exchange Commission.
The Company has never had a disagreement with its accountants relating to accounting or financial disclosures.
PART III
ITEM 9.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
The following table sets forth certain information concerning the Directors and Executive Officers of the Company:
Name Age Position Since (see Notes)
Edward T. Shea, Jr. 52 President/Chief Financial April, 1981 Officer/Director
Notes:
(1) During 1989, Michael Jamison resigned his position as the Company's Chief Financial Officer and Director. At that point and through the date hereof, Mr. Shea has assumed his responsibilities.
(2) During 1989, Messrs. Eugene Cooke, Vincent Mulhall and Thomas McGinty resigned the positions as Directors of the Company.
(3) Directors are elected to serve until the next annual meeting of shareholders. The Company's Executive Officers serve at the discretion of the Board of Directors. Each of the Company s Directors and Officers continues to serve until their successors have been elected and qualified.
The following is information regarding the principal occupations of the Director, officer and sole employee of the Company:
Edward T. Shea, Jr. - From 1978 to date, except for the an approximate one year period from mid-1985 through 1986 when he worked full time for the Company, Mr. Shea has been a registered representative with several stock brokerage firms. For the past three years he has been employed in such capacity by PCM Securities, Ltd., Boca Raton, Florida.
From 1980 through 1983, Mr. Shea was Racing Handicapper and harness racing columnist for the Boca Raton New, Boca Raton, Florida. He is a licensed owner of race horses.
ITEM 10.
ITEM 10. EXECUTIVE COMPENSATION
The Company has no full time employees at present. The sole employee is Edward T. Shea, Jr., the Company s President and Chief Financial Officer. He serves in these capacities on a part time basis without compensation.
Mr. Shea was compensated through December 31, 1987 pursuant to an Employment Agreement which provided for an annual salary of $60,000. In connection with the winding down of operations during 1989, loans advance to Mr. Shea aggregating $79,374 were charged against operations in satisfaction of any past or prospective obligation the Company would have related to such Employment Agreement.
ITEM 11.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Amount and nature of Name of Beneficial Owner Beneficial Ownership Percent of class
At present, there are no outstanding stock options or purchase warrants to acquire shares of the Company s common stock.
ITEM 12.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the period 1985 - 1989, the Company had advanced loans to its President, Edward T. Shea. Jr. Mr. Shea had repaid approximately $33,000 of the loans leaving a balance of $79,374 due to the Company when it discontinued operations in 1989. Such amount was written off as a charge against operations during the fiscal year ended December 31, 1989.
During the year ended December 31, 1987, Edward T. Shea, Jr. borrowed $120,000 from the Company in order to purchase investment stock on the behalf of the Company. Subsequent to the original purchase of such stock, it was titled in the name of the Company rather than Mr. Shea, personally. When such transfer occurred, the stock had already decreased in value to approximately $22,000. Mr. Shea agreed to reimburse the Company for any losses realized from this investment. During 1988 and through the date of discontinuing operations in 1989 the Company sustained additional losses on its investments. Aggregate investment losses charged against operations since inception amounted to approximately $139,000. Mr. Shea s informal agreement to reimburse the Company for losses associated with the 1987 investment was excused in conjunction with the discontinuance of operations.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(a) There are filed as part of this Form 10-KSB the following:
(1) Financial statements - Pursuant to Section 210.3-11 of Regulation SX, the financial statements presented herein are unaudited as the registrant is deem to be inactive (as that term is defined within the Regulation):
(I) Balance sheets as of December 31, 1992 and 1993
(ii) Statements of operations for each of the three years ended December 31, 1991, 1992 and 1993
(iii)Statements of shareholders equity for each of the three years ended December 31, 1991, 1992 and 1993
(iv) Statements of cash flows for each of the three years ended December 31, 1991, 1992 and 1993
(v) Notes to financial statements
(2) Schedules are omitted because either they are not applicable or the required information is shown in the financial statements or notes thereto.
(3) Form 8-K - The Company did not file any Form 8-K during the periods covered by this filing.
(4) The documents listed below were previously filed with the Commission with the Company's Form S-18 Registration No. 2-98138-A filed October 7, 1985 and are incorporated by reference:
(i) Articles of Incorporation of the Company
(ii) Bylaws of the Company
(iii)Specimen common stock certificate of the Company
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the date hereof.
FAST EDDIE RACING STABLES, INC.
By:/s/ Edward T. Shea, Jr. Edward T. Shea, Jr., President
Dated: August 9, 1996
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on the behalf of the registrant in the capacity indicated as of the date hereof
Signatures Titles Date
President, Principal Operating Officer, Principal Financial Officer, Principal Accounting /s/ Edward T. Shea, Jr. Oficer August 9, 1996 Edward T. Shea, Jr.
FAST EDDIE RACING STABLES, INC. BALANCE SHEETS DECEMBER 31, 1992 AND 1993
1992 1993
Total liabilities and shareholders' equity $ - $ -
The accompanying notes to the financial statements are an integral part of these financial statements.
FAST EDDIE RACING STABLES, INC. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
1991 1992 1993
The accompanying notes to the financial statements are an integral part on these financial statements.
FAST EDDIE RACING STABLES, INC. STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
Additional Total Common paid-in shareholders' stock capital Deficit equity
The accompanying notes to the financial statements are an integral part on these financial statements.
FAST EDDIE RACING STABLES, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
1991 1992 1993
The accompanying notes to the financial statements are an integral part on these financial statements.
FAST EDDIE RACING STABLES, INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
NOTE 1. Organization
Fast Eddie Racing Stables, Inc. (the Company ) was organized under the laws of the State of Florida in 1981 and commenced operations in September, 1983. The Company was involved in the business of racing and trading standardbred race horses until 1989 when it ceased operations.
NOTE 2. Summary of significant accounting policies
Standardbred race horses are stated at cost. Depreciation is computed utilizing the straight-line method over a five (5) year period, the estimated useful life of such asset.
NOTE 3. Loans to officer and related party transactions
As of December 31, 1988, the president of Company, Edward T. Shea, Jr., was obligated to the Company in the amount of $78,083. The terms of the loan were unsecured, due on demand, and bearing interest at 10% per annum. In connection with winding down operations in 1989, the Company charged this loan off against operations.
Concurrent with their employment with the Company, the president and vice president also acted as account executives with a brokerage firm used by the Company for its investments. In this capacity, they earned commissions for brokerage transactions made by the Company. The amount of such commissions cannot be determined at this time.
NOTE 4. Commitments and contingencies
In connection with the cessation of operations, the Company abrogated certain lease obligations covering the president s vehicle and the Company s corporate offices. The potential liability, if any, associated with these actions has not been reflected in the accompanying financial statements.
The Company may be contingently liable for payroll taxes and related costs associated with the forgiveness of the president s loan and unsubstantiated travel and entertainment expenses. No provision has been made in the accompanying financial statements for such items.
NOTE 5. Investment in limited partnership
Through December 31, 1988, the Company had expended approximately $9,500 for organizing a limited partnership in which it was contemplated that the Company would act as the general partner. In connection with the cessation of operations in 1989, the related costs associated with the development of the limited partnership were charged to operations.
NOTE 6. Income taxes
The Company has potential net operating loss carryforwards of approximately $707,000 as of December 31, 1995 expiring in 1998 through 2002.