UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 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.)
2200 Corporate Boulevard, Suite 317, Boca Raton, Florida 33431
(Address of principal executive offices)
Registrant's telephone no., including area code: (407) 995-2190
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 August 14, 1996
Common Stock, $.001 par value 8,500,033
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TABLE OF CONTENTS
Heading Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . 1
Balance Sheets -- June 30, 1996 and December
31, 1995. . . . . . . . . . . . . . . . . . . . . 2
Statements of Operations -- three months and
six months ended June 30, 1996 and
1995, and from inception on October 27,
1939 through June 30, 1995. . . . . . . . . . 3
Statements of Stockholders' Equity (Deficit). . . 4
Statements of Cash Flows -- three months
and six months ended June 30, 1996 and
1995, and from inception on October 27,
1939 through June 30, 1995 . . . . . . . . . . 7
Notes to Consolidated Financial Statements . . . 8
Item 2. Management's Discussion and Analysis and
Results of Operations. . . . . . . . . . . . . 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . 11
Item 2. Changes In Securities. . . . . . . . . . . . . 11
Item 3. Defaults Upon Senior Securities. . . . . . . . 11
Item 4. Submission of Matters to a Vote
of Securities Holders. . . . . . . . . . . . . 11
Item 5. Other Information. . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . 11
Signatures. . . . . . . . . . . . . . . . . . . . 12
-i-
<PAGE>
PART I
Item 1. Financial Statements
The following unaudited Financial Statements for the period
ended June 30, 1996, have been prepared by CEEE Group Corporation
(the "Company").
CEEE GROUP CORPORATION
FINANCIAL STATEMENTS
June 30, 1996 and December 31, 1995
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CEEE GROUP CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
December 31, June 30,
1995 1996
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ - $ 5,294
Total Current Liabilities - 5,294
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 483,519 484,392
Deficit accumulated during the
development stage (485,019) (491,186)
Total Stockholders' Equity (Deficit) - (5,294)
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 Six Months For the Three Months 1939 Through
Ended June 30, Ended June 30, June 30,
1995 1996 1995 1996 1996
REVENUES $ - $ - $ - $ - $ -
EXPENSES 7,150 6,167 - 5,294 13,317
LOSS FROM
DISCONTINUED
OPERATIONS - - - - 477,869
NET (LOSS) $ (7,150) $ (6,167) $ - $(5,294) $(491,186)
NET INCOME
(LOSS) $ (0.00) $ (0.00) $(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)
<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, 1995 1,500,033 $ 1,500 $ 483,519 $ (485,019)
Expenses paid on the Company's
behalf by a shareholder
(Unaudited) - - 873 -
Net loss for the six months
ended June 30, 1996
(Unaudited) - - - (6,167)
Balance, June 30, 1996
(Unaudited) 1,500,033 $ 1,500 $ 484,392 $(491,186)
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From Inception
on October 27,
For the Six Months For the Three Months 1939 Through
Ended June 30, Ended June 30, June 30,
1995 1996 1995 1996 1996
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) from
operations $ (7,150) $ (6,167) $ - $ (5,294) $ (491,186)
Adjustment to reconcile
loss to net cash used by
operating activities:
Expenses paid on the
Company's behalf by a
shareholder 7,150 873 - 873 8,023
Common stock issued for
mining claims and services - - - - 477,869
Increase in accounts
payable - 5,294 - 4,421 5,294
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 June 30, 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 June 30, 1996, the Company has net operating loss carryforwards
totaling approximately $15,000 that may be offset against future taxable
income through the year 2011. No tax benefit has been reported in
the 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.
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.
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1995 and June 30, 1996 (Continued)
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.
NOTE 4 - SUBSEQUENT EVENTS
On July 16, 1996 the Company entered into an Exchange of Stock Agreement
and Plan of Reorganization (the Plan). Under the terms of the Plan the
Company will acquire all of the shares of Atlantic International
Capital,Ltd. (a Delaware corporation) in exchange for 7,000,000
shares of its common stock. The Company then intends to amend its
articles of incorporation to change its name to Atlantic
International Entertainment, Ltd. and to increase its authorized to
110,000,000 shares. The Company will then issue an additional
18,183,759 shares in connection with the Plan. After which, all of
the shares then outstanding will be reverse split on a 1 share for 3
shares basis.
<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,
as of June 30, 1996, it had no assets or capital and has had no
operations or revenues since approximately 1987. During the three
month and six month periods ended June 30, 1996, the Company had
expenses of $5,294 and $6,167, respectively, primarily attributed
to expenses and professional fees related to the Company's
registration statement. During the six month period ended June 30,
1995, the Company had expenses of $7,500 attributed to legal and
accounting expenses. During the Company's most recent history, it
has required only nominal capital to maintain its corporate
viability and has relied upon the Company's officers, directors and
shareholders for funding. In the opinion of management, inflation
has not had a material effect on the operations of the Company.
Plan of Operation
Recent Developments
On July 16, 1996, the Company entered into an Exchange of Stock
Agreement and Plan of Reorganization (the "Stock Exchange
Agreement") with Atlantic International Capital Ltd., a Delaware
corporation ("Atlantic") and the shareholders of Atlantic. In
connection with the Stock Exchange Agreement, the Company acquired
all of the issued and outstanding shares of Atlantic and the former
shareholders of Atlantic received an aggregate of 7,000,000 shares
of the Company's authorized but previously unissued common stock.
Pursuant to the Stock Exchange Agreement, the former shareholders
of Atlantic will receive an additional 18,183,759 shares of the
Company's common stock following an amendment to the Company's
Certificate of Incorporation to, among other things, increase the
number of authorized shares. Following the execution of the Share
Exchange Agreement and the subsequent issuance of the additional
shares of the Company's common stock, the former shareholders of
Atlantic will own approximately 94% of the Company's issued and
outstanding shares of common stock.
In connection with the execution of the Share Exchange
Agreement, all of the Company's former directors resigned and
Richard A. Iamunno, Norman J. Hoskin and Steven D. Brown were
elected as new directors of the Company.
Prior to the Company's acquisition of Atlantic, it had been
engaged in the business of seeking out and investigating possible
business opportunities with the intent to acquire or merge with one
or more business ventures. Following the effectiveness of the Stock
Exchange Agreement, the Company became engaged in the business
endeavors of Atlantic.
Atlantic develops and markets products and services which are
offered and operated via the Internet and World Wide Web.
Atlantic's operations are focussed on two major industries which
include Internet and World Wide Web gaming transactions and the
international distribution of medical products and equipment.
During the next twelve months, Atlantic plans to begin operating a
virtual casino and sports book on the Internet. Gaming activities
will me offered only in those jurisdictions where they are legally
permitted. Atlantic is also developing an international
distribution network for medical testing devices which will be
offered globally via the World Wide Web.
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
The Company filed with the Commission on July 31, 1996,
a report on Form 8-K reporting the acquisition of Atlantic
International Capital, Ltd. pursuant to that certain Exchange
of Stock Agreement and Plan of Reorganization, and the
resulting change in control. No report on Form 8-K was filed
by the Company during the three month period ended June 30,
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: August 19, 1996 By /S/ Richard A. Iamunno
(Signature)
Richard A. Iamunno, President and
Chief Executive Officer
Date: August 19, 1996 By /S/ Norman J. Hoskin
(Signature)
Norman J. Hoskin, Treasurer
(Principal Financial and
Principal Accounting Officer)
