FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
( ) TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended: Commission File Number:
March 31, 2002 000-30105
PAWNBROKERS EXCHANGE, INC.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
UTAH 84-1421483
------------------ ------------------------------
(State or other jurisdiction of (IRS Employer Identification Nunmber)
incorporation or organization)
Industrial Zone Erez
P.O. Box 779
Ashkelon, Israel 78101
---------------------------------------- ----------------------------------
(Address of Principal Executive Offices) (Zip Code)
(011-972-7) 689-1611
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(Registrant's telephone number, including area code)
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 filing requirements
for the past 90 days.
Yes [X] No [ ]
The number of shares of Common Stock, no par value per share, outstanding as of
March 31, 2002 is 25,000,000.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PAWNBROKERS EXCHANGE, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
AS OF MARCH 31, 2002
PAWNBROKERS EXCHANGE, INC. AND SUBSIDIARIES
CONTENTS
PAGES 1 - 2 CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31,
2002 (UNAUDITED) AND DECEMBER 31, 2001
PAGE 3 CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME (LOSS) FOR THE THREE MONTHS ENDED
MARCH 31, 2002 AND 2001 (UNAUDITED)
PAGE 4 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH
31, 2002 (UNAUDITED)
PAGE 5 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (UNAUDITED)
PAGES 6 - 9 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
PAWNBROKERS EXCHANGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
ASSETS
March 31,
2002 December 31,
(Unaudited) 2001
--------------- --------------
CURRENT ASSETS
Cash and cash equivalents $ 509,991 $ 781,996
Trade accounts receivable, net 2,003,720 2,461,671
Trade accounts receivable - related parties, net 243,683 181,059
Shareholder note receivable 400,000 -
Other receivables and debit balances 426,980 274,840
Inventories 1,791,650 1,956,072
Deferred taxes 90,544 97,761
-
--------------- --------------
Total Current Assets 5,466,568 5,753,399
--------------- --------------
PROPERTY, PLANT AND EQUIPMENT, NET 1,980,157 2,023,200
--------------- --------------
OTHER ASSETS
Investment in marketable securities 574,526 616,105
Deposits for the severance of employer-employee relations 435,190 472,421
Deferred taxes, long-term 337,295 400,689
Intangible assets 54,544 61,452
--------------- --------------
Total Other Assets 1,401,555 1,550,667
--------------- --------------
Total assets $ 8,848,280 $ 9,327,266
------------ =============== ==============
The accompanying notes are an intergral part of the condensed consolidated
financial statements.
-1-
PAWNBROKERS EXCHANGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
March 31,
2002 December 31,
(Unaudited) 2001
--------------- --------------
CURRENT LIABILITIES
Short-term bank credit $ 1,027,056 $ 894,981
Trade accounts payable 1,043,716 1,551,470
Current portion of long-term debt 305,210 371,344
Other accounts payable and credit balances 861,138 1,011,062
--------------- --------------
Total Current Liabilities 3,237,120 3,828,857
--------------- --------------
LONG-TERM LIABILITIES
Long-term loans 1,210,970 1,295,440
Long-term loan - related party - 47,432
Provision for the severance of employer-employee relations 411,242 431,522
Minority interest 586,787 572,106
--------------- --------------
Total Long-Term Liabilities 2,208,999 2,346,500
--------------- --------------
Total liabilities 5,446,119 6,175,357
--------------- --------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock, no par value, 300,000,000 shares authorized,
25,000,000 and 21,000,000 issued and outstanding,
respectively 1,147,485 1,147,485
Retained earnings 2,883,951 2,468,669
Accumulated other comprehensive loss (629,275) (464,245)
--------------- --------------
Total Shareholders' Equity 3,402,161 3,151,909
--------------- --------------
Total liabilities and shareholders' equity $ 8,848,280 $ 9,327,266
------------------------------------------ =============== ==============
The accompanying notes are an intergral part of the condensed consolidated
financial statements.
-2-
PAWNBROKERS EXCHANGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME (LOSS)
---------------------------
(UNAUDITED)
For the For the
Three Three
Months Months
Ended Ended
March 31, March 31,
2002 2001
------------- ------------
NET REVENUES $ 2,621,220 $ 1,097,070
COST OF SALES AND PROCESSING 1,603,829 757,863
------------- ------------
GROSS PROFIT 1,017,391 339,207
------------- ------------
OPERATING EXPENSES
Selling expenses 94,667 61,605
General and administrative expenses 230,017 82,272
------------- ------------
Total Operating Expenses 324,684 143,877
------------- ------------
INCOME FROM OPERATIONS 692,707 195,330
------------- ------------
OTHER INCOME (EXPENSE)
Financial income (expense), net (33,151) 10,966
Other income 1,005 17,912
------------- ------------
Total Other Income (Expense) (32,146) 28,878
------------- ------------
INCOME BEFORE INCOME TAXES 660,561 224,208
Less: income tax expense 222,193 82,977
------------- ------------
Income before minority interest 438,368 141,231
Minority interest 23,086 -
------------- ------------
NET INCOME 415,282 141,231
----------
------------- ------------
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation loss, net of minority interest
translation
loss of $8,405 and $0, respectively (173,400) (73,844)
Unrealized gain/loss on available-for-sale securities 8,370 (125,005)
------------- ------------
Other comprehensive loss before tax (165,030) (198,849)
Income tax benefit related to items of other comprehensive loss 59,411 71,586
------------- ------------
TOTAL OTHER COMPREHENSIVE LOSS, NET OF TAX (105,619) (127,263)
------------- ------------
COMPREHENSIVE INCOME (LOSS) $ 309,663 $ 13,968
---------------------------
============= ============
Net income per share - basic and diluted $ 0.02 $ 0.01
============= ============
Weighted average number of shares outstanding - basic and diluted 21,311,111 19,949,992
============= ============
The accompanying notes are an intergral part of the condensed consolidated
financial statements.
-3-
PAWNBROKERS EXCHANGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2002
-----------------------------------------
(UNAUDITED)
Common Stock Retained Accumulated
Other
Comprehensive
Shares Amount Earnings Income (Loss) Total
------------- ------------- -------------- --------------- ------------
Balance, January 31, 2002 21,000,000 $ 1,147,485 $ 2,468,669 $ (464,245) $ 3,151,909
Common stock transferred in
recapitalization 4,000,000 - - - -
Foreign currency translation loss - - - (173,400) (173,400)
Unrealized gain on available for sale
securities - - - 8,370 8,370
Net income 2002 - - 415,282 - 415,282
------------- ------------- -------------- --------------- ------------
BALANCE, MARCH 31, 2002 25,000,000 $ 1,147,485 $ 2,883,951 $ (629,275) $ 3,402,161
----------------------- ============= ============= ============== =============== ============
The accompanying notes are an intergral part of the condensed consolidated
financial statements.
-4-
PAWNBROKERS EXCHANGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(UNAUDITED)
For the For the
Three Months Three Months
Ended March Ended March
31, 2002 31, 2001
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 415,282 $ 141,231
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 35,403 20,350
Deferred taxes 70,611 5,437
Minority interest in income of subsidiary 23,086 -
Gain from sale of fixed assets - (15,424)
Decrease (increase) in trade accounts receivable 395,326 (30,864)
Decrease (increase) in other receivables and debit balances (152,139) 5,051
Decrease (increase) in deposits for employee severance 37,231 -
Decrease (increase) in inventory 164,422 34,110
Increase (decrease) in trade accounts payable (507,754) (194,946)
Increase (decrease) in provision for the severance of
employer-employee relations (20,280) 21,552
Increase (decrease) in other accounts payable and credit
balances (149,924) 72,427
-------------- --------------
Net Cash Provided By Operating Activities 311,264 58,924
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (36,141) (35,508)
Proceeds from sale of property and equipment 3,254 17,445
Funds advanced on behalf of shareholder (400,000) -
Purchases of marketable securities (8,310) (8,801)
-------------- --------------
Net Cash Used In Investing Activities (441,197) (26,864)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term bank credit, net 132,075 26,637
Payments on long term debt (150,604) (10,650)
Loan payable - related party (47,432) -
-------------- --------------
Net Cash (Used In) Provided By Financing Activities (65,961) 15,987
-------------- --------------
EFFECT OF EXCHANGE RATES ON CASH (76,111) (25,995)
-------------- --------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (272,005) 22,052
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 781,996 663,295
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 509,991 $ 685,347
------------------------------------------
============== ==============
INTEREST PAID $ 48,826 $ 89,102
============== ==============
TAXES PAID $ 32,630 $ 59,492
============== ==============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
---------------------------------------------------------
On March 25, 2002, the Company issued 21,000,000 shares of common stock to
acquire Export Erez USA, Inc.
The accompanying notes are an intergral part of the condensed consolidated
financial statements.
-5-
PAWNBROKERS EXCHANGE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(UNAUDITED)
NOTE 1 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
------ ---------------------------------------------------------
(A) Basis of Presentation
-------------------------
The accompanying condensed consolidated financial statements are presented
in United States dollars under accounting principles generally accepted in
the United States of America.
(B) Principles of Consolidation
-------------------------------
The condensed consolidated financial statements include the accounts of
Pawnbrokers Exchange, Inc. and its wholly owned subsidiaries, Export Erez,
USA, Inc., Export Erez, Ltd., Mayotex, Ltd. and Dragonwear Trading Ltd. and
its 76% owned subsidiary Achidatex Nazareth Elite (collectively, the
"Company"). The minority interest represents the minority shareholders'
proportionate share of Achidatex.
The consolidated financial statements for 2001 include the accounts of
Export Erez, USA, Inc. and its wholly owned subsidiaries, Export Erez,
Ltd., Mayotex, Ltd. and Dragonwear Trading Ltd.
All intercompany accounts and transactions have been eliminated in
consolidation.
(C) Use of Estimates
--------------------
The preparation of financial statements in conformity with Accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that effect the reported
amounts of assets and liabilities and disclose the nature of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
(D) Per Share Data
------------------
Basic net income per common share is computed based on the weighted average
common shares outstanding during the year. Diluted net income per common
share is computed based on the weighted average common shares and common
stock equivalents outstanding during the year. The computation of weighted
average common shares outstanding gives retroactive effect to the
recapitalization discussed in Note 4. There were no common stock
equivalents outstanding because the exercise price of the common stock
equivalents exceeded the average market price of the stock. Accordingly, a
reconciliation between basic and diluted earnings per share is not
presented.
-6-
(E) Interim Consolidated Financial Statements
---------------------------------------------
The condensed consolidated financial statements as of March 31, 2002 and
for the three months ended March 31, 2002 and 2001 are unaudited. In the
opinion of management, such condensed consolidated financial statements
include all adjustments (consisting only of normal recurring accruals)
necessary for the fair presentation of the consolidated financial position
and the consolidated results of operations. The consolidated results of
operations for the three months ended March 31, 2002 and 2001 are not
necessarily indicative of the results to be expected for the full year. The
condensed consolidated balance sheet information as of December 31, 2001
was derived from the audited consolidated financial statements included in
the Company's annual report Form 10-KSB. The interim condensed consolidated
financial statements should be read in conjunction with that report.
NOTE 2 INVENTORY
------ ---------
Inventory consisted of the following:
March 31, December
2002 31, 2001
------------- -------------
Raw materials $ 825,886 $ 1,166,086
Work in process 463,888 491,237
Finished goods 501,876 298,749
------------- -------------
$ 1,791,650 $ 1,956,072
============= =============
NOTE 3 SHAREHOLDER LOAN RECEIVABLE
------ ---------------------------
On January 15, 2002, the Company loaned $400,000 to the company's
controlling shareholder. The note is for a term of eleven months maturing
December 15, 2002, bears interest of 8% and requires quarterly principal
payments.
NOTE 4 RECAPITALIZATION
------ ----------------
On March 25, 2002, Pawnbrokers Exchange, Inc. ("PEI"), a reporting public
company with no assets, liabilities or operations at that time, consummated
a share exchange agreement (the "Agreement") with Export Erez USA, Inc., a
company incorporated in Delaware ("Export USA") whereby all of the
shareholders in Export USA had their shares converted into 21,000,000
shares or 84% of the common stock of PEI.
-7-
Under generally accepted accounting principles, a company whose
stockholders receive over fifty percent of the stock of the surviving
entity in a business combination is considered the acquirer for accounting
purposes. Accordingly, the transaction was accounted for as an acquisition
of the Company and a recapitalization of Export USA. The condensed
consolidated financial statements subsequent to the acquisition include the
following: (1) the balance sheet consists of the net assets of the Company
at historical costs (zero at the acquisition date) and the net assets of
Export USA at historical cost. (2) the statement of operations consists of
the operations of Export USA for the period presented and the operations of
the Company from the recapitalization date.
As a result of the recapitalization, $1,146,169 was reclassified from
additional paid-in capital to common stock in the accompanying March 31,
2002 balance sheet. For comparative purposes, $1,146,169 was reclassified
from additional paid-in capital to common stock in the accompanying
December 31, 2001 balance sheet in order to conform to the March 31, 2002
presentation.
NOTE 5 BUSINESS COMBINATION
------ --------------------
Effective June 18, 2001, the Company acquired 76% of the total common stock
of Achidatex Nazareth Elite (1977) Ltd. ("Achidatex"). Accordingly, the
results of operations of Achidatex are included in the condensed
consolidated financial statements for the three months ended March 31,
2002.
For comparative purposes, following are the summarized unaudited pro forma
condensed consolidated results of operations for the three months ended
March 31, 2001, assuming the acquisition had taken place at the beginning
of 2001. The unaudited pro forma results are not necessarily indicative of
future earnings or earnings that would have been reported had the
acquisition been completed when assumed.
Net revenues $ 2,603,749
Income before income taxes $ 176,708
Income tax expense $ 82,977
Minority interest, net of tax $ (11,400)
Net income $ 105,131
Net income per share $ 0.01
NOTE 6 SEGMENT INFORMATION
------ -------------------
The Company has two strategic business units: the civilian market and the
military market. The military market is further broken down between local
and export sales in order to better analyze trends in sales and profit
margins. The Company does not allocate assets between segments because
several assets are used in more than one segment and any allocation would
be impractical.
-8-
Civilian Military Military
Local Local Export Consolidated
---------- ----------- ----------- ------------
March 31, 2002
Net Sales $ 977,613 $ 1,386,809 $ 256,798 $ 2,621,220
Income from
operations 365,781 264,451 62,475 692,707
March 31, 2001
Net Sales $ 486,146 $ 516,621 $ 94,303 $ 1,097,070
Income from
operations 118,782 60,988 15,560 195,330
-9-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Overview
--------
On March 22, 2002, we filed a "doing business as" Form with the Department
of Commerce of State of Utah under the name "Defense Industries International,
Inc.," in contemplation of completing the Share Exchange Agreement discussed
below.
On March 25, 2002, pursuant to a Share Exchange Agreement we acquired from
the shareholders of Export Erex USA, Inc. all of their equity interests in
Export Erez USA, Inc. in exchange for 21,000,000 shares of our common stock
issued to the shareholders on a pro rata. Since the acquisition, we have
continued the operations of Export Erez USA. For accounting purposes, this
acquisition will be treated as a recapitalization of Export Erez USA, Inc. with
Export Erez USA, Inc. as the acquirer.
Our strategic objective is to be the leading global provider of personal
military and civilian protective equipment and supplies. We intend to realize
our strategic objective through the following:
-Pursue Strategic Acquisitions: We intend to selectively pursue
acquisitions that enhance our product lines and geographic presence in an effort
to consolidate our highly fragmented industry and to create a more diverse and
global reach for our company in our marketplace.
-Focus on Internal Growth: We intend to focus on internal expansion
of our existing businesses, thereby placing our company in a position to offer
an even more comprehensive portfolio of products to satisfy all of our
customers' protective equipment needs.
-Capitalize On Increased Demand For Company Products. As a result of
the terrorist attacks on September 11, 2001, and other recent world events, an
increased emphasis on safety and protection now exists worldwide. This has
translated into increased spending on personal military and civilian protective
equipment and supplies. We expect a continued increase in volume for our current
major government programs and expect to participate in other existing and future
government programs that require our products. We also expect a continued
increase in sales to the growing civilian market for our products.
-Expand Marketing Efforts: In the wake of the terrorist attacks of
September 11, 2001, and other recent world events, a greater global recognition
regarding the need for our products has materialized. We intend to capitalize on
this increased interest in our products by broadening our marketing efforts in
an attempt to create better global brand and recognition awareness of our
company and our products.
-Expand Distribution Network and Product Offerings: We intend to widen
our distribution network through strategic acquisitions and the development of
new products. We believe that a broader product line will enable us to
strengthen our relationship with existing customers and attract new customers at
the same time.
Results and Plan of Operations
------------------------------
During 1999, bulletproof vests developed by our company were sent to
laboratories in the United States for testing, and following the tests, the
products were deemed to have met the American N.I.G. standard . Obtaining this
standard has enabled us to enter the American market with its products, and to
encourage development of other markets.
During 2001, ballistic ceramic boards developed by our company were sent
to laboratories in Germany for testing, and following the tests, the products
were deemed to have met the German qualification standard. Obtaining this
standard has enabled us to enter the German and European markets with these
products.
During 1999, the Company modified its Internet Web site in order to
participate in the worldwide trend towards more electronic trade. The web site
is located at www.exporterez.co.il.
Expanding our product range requires us to make considerable investments
in research and development, and penetrating markets outside Israel also
involves heavy expenses. We intend to further develop the following products
-10-
between 2002 and 2003: anti-stab cloth, ballistic helmets, ballistic ceramic
plates, one-way protective windows Kevlar fabric, dry storage, ballistic wall
coverings, fuel pillow type storage tanks and mine protective shoes.
In March 1999, we signed a limited partnership agreement with Orlite Ltd.,
a public company whose stock is traded on the Tel Aviv stock exchange, for the
production of ballistic helmets for export from Israel. The partnership operated
throughout 1999 on a limited basis only, because the approval required from the
Business Restrictions Authority has not yet been given. The partners decided to
terminate the partnership. We purchased all of the equipment from the
partnership and intends to independently produce the ballistic helmets.
On June 12, 2001, we entered into an agreement with Achidatex Nazareth
Elit Ltd. and the shareholders of Achidatex Nazareth for the acquisition of 76%
of the outstanding shares of Achidatex Nazareth in exchange for the issuance of
shares of common stock of our company aggregating 1,050,008 common shares which
represents 5% of its then outstanding shares of common stock. The acquisition
was effected on June 18, 2001. As part of the acquisition, all patents connected
with Achidatex Nazareth and held by its shareholders or anyone on their behalf
were transferred to us. Achidatex Nazareth is the manufacturer/producer of
ballistic shields, long term storage systems, combat flak jackets and tents.
Three Months Ended March 31, 2002 Compared to Three Months Ended March 31,
2001
Sales in the three months ended March 31, 2002 increased to $2,621,220
from $1,097,070 for the same three months in 2001. We attribute this increase in
sales to the acquisition of Achidatex Ltd. Pro forma sales for March 31, 2001
assuming the acquisition had taken place at the beginning of 2001 were $
2,603,749 . The breakdown of sales for the three months ended March 31 is as
follows:
2002 ($) 2001 ($)
-------- ---------
Sales to the local market-civilian 977,613 486,146
Sales to the local market-military 1,386,809 516,621
Export sales-military 256,798 94,303
--------- ---------
Totals $ 2,621,220 1,097,070
Sales to the local market increased by 136%. This increase in sales is
explained partly by the acquisition of Achidatex.
Gross profit for the three months ended March 31, 2002 increased to
$1,017,391 from $339,207 for the same three months in 2001.
-11-
The cost of production in the three months ended March 31, 2002 was
$1,603,829 compared to $757,863 for the same three months in 2001, an increase
of 112%.
General and administrative costs in the three months ended March 31, 2002
were $230,017 compared to $82,272 for the same three months in 2001, an increase
of 180%. This change is primarily the result of the acquisition of Achidatex.
Unfulfilled open orders at March 31, 2002 totaled $3,000,000 and are
scheduled for filling within the four months.
Liquidity and Capital Resources
Our current activities are financed by short and long term bank loans
balanced by short term deposits. The decision regarding the amount of the short
term loans was derived from considerations of the yield on the deposit which is
generally in foreign currency (receipts from overseas sales), compared to the
cost of short term loans. We have positive working capital (current assets less
current liabilities). Long term loans derived from acquisition of Achidatex
their due spread over five years
During this year and the year following, we anticipate increasing our research
and development of certain items, primarily , ballistic helmets, stab-resistant
fabric, ceramic ballistic plates and one-way protective windows. We anticipate
that in order to fund the research and development for these products, we may
effect an offering of our equity securities. If we are unable to effect an
offering of our securities, we may fund our research and development through our
operating funds. In such event, the timing of our anticipated research and
development and subsequent production schedule would be slowed. Management feels
we have sufficient capital to meet our current needs.
-12-
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K:
None.
-13-
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: May 16, 2002
PAWNBROKERS EXCHANGE, INC.
By: /s/ JOSEPH FOSTBINDER
--------------------------------
Name: Joseph Fostbinder
Title: President
-14-