UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-27256
CEEE GROUP CORPORATION
(Exact name of small business issuer as specified in its charter)
Colorado 13-3858917
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
51 Hudson Point Lane, Ossining, New York 10562
(Address of principal executive offices)
Registrant's telephone no., including area code: (914) 941-2863
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 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
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding as of July 1, 1996
Common Stock, $.001 par value 1,500,033
<PAGE>
TABLE OF CONTENTS
Heading Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . 1
Balance Sheets -- March 31, 1996 and
December 31, 1995. . . . . . . . . . . . . . . 2
Statements of Operations -- three months
ended March 31, 1996 and 1995, and from
inception on October 27, 1939 through
March 31, 1995 . . . . . . . . . . . . . . . . 3
Statements of Stockholders' Equity (Deficit) . 4
Statements of Cash Flows -- three months
ended March 31, 1996 and 1995, and from
inception on October 27, 1939 through
March 31, 1995 . . . . . . . . . . . . . . . . 6
Notes to Consolidated Financial Statements . . 7
Item 2. Management's Discussion and Analysis
and Results of Operations. . . . . . . . . . . 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . 10
Item 2. Changes In Securities. . . . . . . . . . . . . 10
Item 3. Defaults Upon Senior Securities. . . . . . . . 10
Item 4. Submission of Matters to a Vote
of Securities Holders. . . . . . . . . . . . . 10
Item 5. Other Information. . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K . . . . . . . 10
SIGNATURES . . . . . . . . . . . . . . . . . . 11
-i-
<PAGE>
PART I
Item 1. Financial Statements
The following unaudited Financial Statements for the period
ended March 31, 1996, have been prepared by CEEE Group Corporation
(the "Company").
CEEE GROUP CORPORATION
FINANCIAL STATEMENTS
March 31, 1996 and December 31, 1995
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
December 31, March 31,
1995 1996
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ - $ 873
Total Current Liabilities - 873
STOCKHOLDERS' EQUITY DEFICIT
Stock authorized 100,000,000 shares
at $0.001 par value; 1,500,033
shares issued and outstanding 1,500 1,500
Additional paid-in capital 483,519 483,519
Deficit accumulated during the
development stage (485,019) (485,892)
Total Stockholders' Equity (Deficit) - (873)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
From Inception
on October 27,
For the Three Months 1939 Through
Ended March 31, March 31,
1995 1996 1996
REVENUES $ - $ - $ -
EXPENSES 7,150 873 8,023
LOSS FROM DISCONTINUED
OPERATIONS - - 477,869
NET (LOSS) $ (7,150) $ (873) $ (485,892)
NET INCOME (LOSS) $ (0.00) $(0.00)
PER SHARE
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Inception, October 27, 1939 - $ - $ - $ -
Common stock issued for
Gold Hill Mine lease at
$0.55 per share (Note 3) 790,762 791 394,581 -
Common stock issued to
officers, directors and
others at $0.11 per share 709,271 709 78,788 -
Expenses paid on behalf of
the Company by an officer - - 3,000 -
Net loss from inception on
October 27, 1939 through
December 31, 1985 - - - (82,497)
Balance, December 31, 1985 1,500,033 1,500 476,369 (82,497)
Net loss for the year ended
December 31, 1986 - - - (395,372)
Balance, December 31, 1986 1,500,033 1,500 476,369 (477,869)
Net loss for the year ended
December 31, 1987 - - - -
Balance, December 31, 1987 1,500,033 1,500 476,369 (477,869)
Net loss for the year ended
December 31, 1988 - - - -
Balance, December 31, 1988 1,500,033 1,500 476,369 (477,869)
Net loss for the year ended
December 31, 1989 - - - -
Balance, December 31, 1989 1,500,033 $ 1,500 $ 476,369 $ (477,869)
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance, December 31, 1989 1,500,033 $ 1,500 $ 476,369 $ (477,869)
Net loss for the year ended
December 31, 1990 - - - -
Balance, December 31, 1990 1,500,033 1,500 476,369 (477,869)
Net loss for the year ended
December 31, 1991 - - - -
Balance, December 31, 1991 1,500,033 1,500 476,369 (477,869)
Net loss for the year ended
December 31, 1992 - - - -
Balance, December 31, 1992 1,500,033 1,500 476,369 (477,869)
Net loss for the year ended
December 31, 1993 - - - -
Balance, December 31, 1993 1,500,033 1,500 476,369 (477,869)
Net loss for the year ended
December 31, 1994 - - - -
Balance, December 31, 1994 1,500,033 1,500 476,369 (477,869)
Expenses paid on the Company's
behalf by a shareholder - - 7,150 -
Net loss for the year ended
December 31, 1995 - - - (7,150)
Balance, December 31, 1995 1,500,033 1,500 483,519 (485,019)
Net loss for the three months
ended March 31, 1996
(Unaudited) - - - (873)
Balance, March 31, 1996
(Unaudited) 1,500,033 $ 1,500 $ 483,519 $ (485,892)
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From Inception
on October 27,
For the Three Months 1939 Through
Ended March 31, March 31,
1995 1996 1996
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) from
operations $ (7,150) $ (873) $ (485,892)
Adjustment to reconcile loss
to net cash used by operating
activities:
Expenses paid on the Company's
behalf by a shareholder 7,150 - 7,150
Common stock issued for mining
claims and services - - 477,869
Increase in accounts payable - 873 873
Net Cash Used by
Operating Activities - - -
CASH FLOWS FROM
INVESTING ACTIVITIES - - -
CASH FLOWS FROM
FINANCING ACTIVITIES - - -
INCREASE IN CASH - - -
CASH AT BEGINNING OF PERIOD - - -
CASH AT END OF PERIOD $ - $ - $ -
Supplemental Cash Flows
Information:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Non Cash Transactions:
Common stock issued for
mining claims and services $ - $ - $ 477,869
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1995 and March 31, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of CEEE Group
Corporation (the Company). The Company was incorporated
under the laws of the State of Colorado on October 27,
1939 as Pacific Gold, Inc. The Company was organized to
explore, develop, mine and mill gold and silver deposits
of ore. The Company conducted limited mining activities
until its operations ceased. The Company has been seeking
new business opportunities believed to hold a potential
for profit. The Company is considered a development stage
company as defined in SFAS No. 7.
b. Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting. The Company has elected a
calendar year end.
c. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid
investments with maturities of three months or less at the
time of acquisition.
d. Loss Per Share
The computations of loss per share of common stock are
based on the weighted average number of shares outstanding
at the date of the financial statements.
e. Provision for Taxes
At March 31, 1996, the Company has net operating loss
carryforwards totaling approximately $10,000 that may be
offset against future taxable income through the year
2011. No tax benefit has been reported in the 1995
financial statements, as the Company believes there is a
50% or greater chance the carryforwards will expire
unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of
the same amount.
f. Additional Accounting Policies
Additional accounting policies will be adopted at such
time as the Company commences planned principal
operations.
CEEE GROUP CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1995 and March 31, 1996 (Continued)
g. Reverse Stock Split
On June 6, 1986 the Company's common stock was reverse
split on a one share for five shares basis. The articles
of incorporation were amended to change the par value of
the common stock from $0.01 to $0.001. The changes have
been reflected in the financial statements on a
retroactive basis.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a
going concern which contemplates the realization of assets
and liquidation of liabilities in the normal course of
business. However, the Company has little cash and has
experienced losses from inception. Without realization of
additional adequate financing, it would be unlikely for
the Company to pursue and realize its objectives. The
Company intends to seek a merger with an existing,
operating company. In the interim, shareholders of the
Company have committed to meeting the Company's operating
expenses.
NOTE 3 - GOLD HILL MINE LEASE
On June 8, 1982, the Company leased 18 unpatented mining
claims in the Lemhi Mining District of Idaho. The lease
was acquired for 395,372 shares of the Company's common
stock. In December of 1986, the Company determined the
mining claims to have no value and they were written-off,
accordingly.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Due to the Company's status as a development stage company,
it presently has no assets or capital and has had no operations or
revenues since approximately 1987. During the three month period
ended March 31, 1996, the Company had expenses of $7,150, primarily
for expenses and professional fees related to its registration
statement. It is anticipated that the Company will require only
nominal capital to maintain its corporate and necessary funds will
most likely be provided by the Company's officers and directors in
the immediate future. However, unless the Company is able to
facilitate an acquisition of or merger with an operating business
or is able to obtain significant outside financing, there is
substantial doubt about its ability to continue as a going concern.
In the opinion of management, inflation has not and will
not have a material effect on the operations of the Company until
such time as the Company successfully completes an acquisition or
merger. At that time, management will evaluate the possible
effects of inflation on the Company related to it business and
operations following a successful acquisition or merger.
Plan of Operation
During the remainder of the Company's current fiscal year, it
will actively seek out and investigate possible business
opportunities with the intent to acquire or merge with one or more
business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above.
Because the Company lacks funds, it may be necessary for the
officers and directors to either advance funds to the Company or to
accrue expenses until such time as a successful business
consolidation can be made. Management intends to hold expenses to
a minimum and to obtain services on a contingency basis when
possible. Further, the Company's directors will defer any
compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity
provide their remuneration. However, if the Company engages
outside advisors or consultants in its search for business
opportunities, it may be necessary for the Company to attempt to
raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside
advisors or consultants or to raise any capital. In the event the
Company does need to raise capital, most likely the only method
available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development
stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a
commercial or private lender. There can be no assurance that the
Company will be able to obtain additional funding when and if
needed, or that such funding, if available, can be obtained on
terms acceptable to the Company.
The Company does not intend to use any employees, with the
possible exception of part-time clerical assistance on an as-needed
basis. Outside advisors or consultants will be used only if they
can be obtained for minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this
manner and to continue its search for business opportunities during
the remainder of its current fiscal year.
PART II
Item 1. Legal Proceedings
There are presently no material pending legal proceedings to
which the Company is a party or to which any of its property is
subject and, to the best of its knowledge, no such actions against
the Company are contemplated or threatened.
Item 2. Changes In Securities
This Item is not applicable to the Company.
Item 3. Defaults Upon Senior Securities
This Item is not applicable to the Company.
Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable to the Company.
Item 5. Other Information
This Item is not applicable to the Company.
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
No report on Form 8-K was filed by the Company during the
three month period ended March 31, 1996.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CEEE GROUP CORPORATION
Date: July 5, 1996 By /S/ Edward F. Cowle
(Signature)
Edward F. Cowle, President, Chief
Executive Officer and Director
(Chief Financial Officer)
Date: July 5, 1996 By /S/ Robyn Mancini
(Signature)
Robyn Mancini, Secretary / Treasurer
and Director
(Principal Accounting Officer)
<PAGE>
