UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
- --------------------------------------------------------------------------------
(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --------- ACT OF 1934
For the quarterly period ended September 30, 1998
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ______________ to _____________
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Commission File Number: 0-29582
UNITED COMMUNITY HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 75-2300997
------------------------ ------------------------
(State of incorporation) (IRS Employer ID Number)
16910 Dallas Parkway, Suite 100, Dallas, TX 75248
(Address of principal executive offices)
(972) 248-1922
(Issuer's telephone number)
PACIFIC GREAT CHINA CO., LTD. No changes to address or fiscal year
------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
- --------------------------------------------------------------------------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 NO X
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: March 8, 1999: 8,000,818
---------
Transitional Small Business Disclosure Format (check one): YES NO X
<PAGE>
UNITED COMMUNITY HOLDINGS, INC.
(formerly Pacific Great China Co., Ltd.)
(a development stage enterprise)
Form 10-QSB for the Quarter ended September 30, 1998
Table of Contents
Page
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 8
Part II - Other Information
Item 1 Legal Proceedings 9
Item 2 Changes in Securities 9
Item 3 Defaults Upon Senior Securities 9
Item 4 Submission of Matters to a Vote of Security Holders 9
Item 5 Other Information 9
Item 6 Exhibits and Reports on Form 8-K 9
Signatures 10
2
<PAGE>
<TABLE>
<CAPTION>
Part 1 - Item 1 - Financial Statements
UNITED COMMUNITY HOLDINGS, INC.
(formerly Pacific Great China Co., Ltd.)
(a development stage enterprise)
BALANCE SHEETS
September 30, 1998 and 1997
(Unaudited) (Unaudited)
September 30, September 30,
ASSETS 1998 1997
------ ------------- -------------
<S> <C> <C>
Current Assets $ -- $ --
------- -------
Total Assets $ -- $ --
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities $ -- $ --
------- -------
Commitments and Contingencies
Shareholders' Equity Preferred stock - $0.00001 par value
10,000,000 shares authorized
None issued and outstanding -- --
Common stock - $0.00001 par value
50,000,000 shares authorized
7,999,818 shares issued and outstanding, respectively 80 80
Contributed capital 5,438 5,438
Deficit accumulated during the development stage (5,518) (5,518)
------- -------
Total Shareholders' Equity -- --
------- -------
Total Liabilities and Shareholders' Equity $ -- $ --
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements. The
financial information presented herein has been prepared by management without
audit by independent certified public accountants.
3
<PAGE>
<TABLE>
<CAPTION>
UNITED COMMUNITY HOLDINGS, INC.
(formerly Pacific Great China Co., Ltd.)
(a development stage enterprise)
STATEMENTS OF OPERATIONS
Nine and Three months ended September 30, 1998 and 1997
(Unaudited)
Nine months Nine months Three months Three months
ended ended ended ended
September 30, September 30, September 30, September 30,
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ -- $ -- $ -- $ --
------------ ------------ ------------ ----------
Expenses
Legal and management fees -- -- -- --
------------ ------------ ------------ ----------
Total expenses -- -- -- --
------------ ------------ ------------ ----------
Income (loss) from operations -- -- -- --
------------ ------------ ------------ ----------
Other income (expense) -- -- -- --
------------ ------------ ------------ ----------
Income (loss) before
provision for income taxes -- -- -- --
Provision (benefit) for income taxes -- -- -- --
------------ ------------ ------------ ----------
Net income (loss) $ -- $ -- $ -- $ --
============ ============ ============ ==========
Income (loss) per weighted-average
share of common stock outstanding nil nil nil nil
=== === === ===
Weighted-average number of shares
of common stock outstanding 7,999,818 7,999,818 7,999,818 7,999,818
============ ============ ============ ==========
</TABLE>
The accompanying notes are an integral part of these financial statements. The
financial information presented herein has been prepared by management without
audit by independent certified public accountants.
4
<PAGE>
<TABLE>
<CAPTION>
UNITED COMMUNITY HOLDINGS, INC.
(formerly Pacific Great China Co., Ltd.)
(a development stage enterprise)
STATEMENTS OF CASH FLOWS
Nine months ended September 30, 1998 and 1997
(Unaudited)
Nine months Nine months
ended ended
September 30, September 30,
1998 1997
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities
Net income (loss) $ -- $ --
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities -- --
------------ ------------
Net cash provided by (used in) operating activities -- --
------------ ------------
Cash Flows from Investing Activities -- --
------------ ------------
Cash Flows from Financing Activities -- --
------------ ------------
Increase (Decrease) in Cash and Cash Equivalents -- --
Cash and cash equivalents at beginning of period -- --
------------ ------------
Cash and cash equivalents at end of period $ -- $ --
============ ============
Supplemental Disclosures of Interest and Income Taxes Paid
Interest paid during the period $ -- $ --
============ ============
Income taxes paid (refunded) $ -- $ --
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements. The
financial information presented herein has been prepared by management without
audit by independent certified public accountants.
5
<PAGE>
UNITED COMMUNITY HOLDINGS, INC.
(formerly Pacific Great China Co., Ltd.)
(a development stage enterprise)
Notes to Financial Statements
Note 1 - Basis of Presentation
United Community Holdings, Inc. (Company) was incorporated under the corporate
name of Professionalistics, Inc. on May 31, 1989, under the laws of the State of
Delaware, as a wholly-owned subsidiary of Debbie Reynolds Hotel and Casino, Inc.
(formerly Halter Venture Corporation), a publicly-owned corporation (DRHC). The
Company changed its name to Pacific Great China Co., Ltd. on May 8, 1996 as a
result of an action by the Company's Board of Directors in anticipation of a
business acquisition or merger transaction. Subsequently, the anticipated
business acquisition or merger transaction was mutually canceled by both
parties.
On December 17, 1998, the Company changed its state of Incorporation from
Delaware to Nevada by means of a merger with and into a Nevada corporation
formed solely for the purpose of effecting the reincorporation. The Articles of
Incorporation and Bylaws of the Nevada corporation are the Articles of
Incorporation and Bylaws of the surviving corporation. Such Articles of
Incorporation did not change the capital structure of the Company. The effect of
this action also changed the Company's name to United Community Holdings, Inc.
The Company's majority shareholder has continued to maintain the corporate
status of the Company and provides all nominal working capital support on the
Company's behalf. Because of the Company's lack of operating assets, its
continuance is fully dependent upon the majority shareholder's continuing
support. The majority shareholder intends to continue the funding of nominal
necessary expenses to sustain the corporate entity.
The Company has had no substantial operations or substantial assets since
inception. The business purpose of the Company is to seek out and obtain a
merger, acquisition or outright sale transaction whereby the Company's
shareholders will benefit.
On November 19, 1998, the Company's majority shareholder sold 7,200,000 shares
of the 7,750,129 shares held to an unrelated third party in anticipation of a
reverse merger transaction whereby the Company would merge with and into a
privately held operating company during the first quarter of 1999.
The Company is considered in the development stage and, as such, has generated
no significant operating revenues and has incurred cumulative operating losses
of approximately $5,500.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
During interim periods, the Company follows the accounting policies set forth in
its Registration Statement on Form 10-SB under The Securities Exchange Act of
1934 filed with the Securities and Exchange Commission on November 5, 1997,
which became effective in January 1998. Users of financial information provided
for interim periods should refer to the annual financial information and
footnotes contained in the Registration Statement on Form 10-SB filed pursuant
to The Securities Exchange Act of 1934 when reviewing the interim financial
results presented herein.
6
<PAGE>
UNITED COMMUNITY HOLDINGS, INC.
(formerly Pacific Great China Co., Ltd.)
(a development stage enterprise)
Notes to Financial Statements
Note 1 - Basis of Presentation - Continued
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending December 31, 1998.
Note 2 - Summary of Significant Accounting Policies
1. Cash and cash equivalents
-------------------------
The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.
2. Income taxes
------------
For the period May 31, 1989 (date of inception) through December 31, 1990,
the Company was included in the consolidated income tax return of DRHC.
For the two years ended December 31, 1992 and 1991, respectively, the
Company (and its parent, DRHC) were included in the consolidated income
tax return of the Company's majority shareholder. As of December 31, 1993,
the Company began filing its own separate federal income tax return. The
Company has no net operating loss carryforwards available to offset
financial statement or tax return taxable income in future periods.
3. Earnings per share
------------------
Earnings per share is computed by dividing net income by the composite
weighted-average number of shares of common stock outstanding during the
year. As of September 30, 1998 and 1997, the Company has no issued and
outstanding securities, options or warrants that would be deemed
potentially dilutive in the current and future periods.
Note 3 - Subsequent Event
On February 28, 1999, effective as of January 1, 1999, the Company exchanged
1,000 shares of restricted, unregistered common stock with its then current
majority shareholder for 100.0% of the issued and outstanding stock of Rosemont
Gardens Funeral Chapel-Cemetery, Inc. (a Mississippi corporation) (Rosemont). At
closing, Rosemont became a wholly-owned subsidiary of the Company
7
<PAGE>
Part I - Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) Results of Operations
Pacific Great China Co., Ltd. (Company) was incorporated under the corporate
name of Professionalistics, Inc. on May 31, 1989, under the laws of the State of
Delaware, as a wholly-owned subsidiary of Debbie Reynolds Hotel and Casino, Inc.
(formerly Halter Venture Corporation), a publicly-owned corporation (DRHC). The
Company changed its name to Pacific Great China Co., Ltd. on May 8, 1996 as a
result of an action by the Company's Board of Directors in anticipation of a
business acquisition or merger transaction. Subsequently, the anticipated
business acquisition or merger transaction did not consummate.
On December 17, 1998, the Company changed its state of Incorporation from
Delaware to Nevada by means of a merger with and into a Nevada corporation
formed solely for the purpose of effecting the reincorporation. The Articles of
Incorporation and Bylaws of the Nevada corporation are the Articles of
Incorporation and Bylaws of the surviving corporation. Such Articles of
Incorporation did not change the capital structure of the Company. The effect of
this action also changed the Company's name to United Community Holdings, Inc.
The Company's majority shareholder has continued to maintain the corporate
status of the Company and provides all nominal working capital support on the
Company's behalf. Because of the Company's lack of operating assets, its
continuance is fully dependent upon the majority shareholder's continuing
support. The majority shareholder intends to continue the funding of nominal
necessary expenses to sustain the corporate entity.
The Company has had no substantial operations or substantial assets since
inception. The business purpose of the Company is to seek out and obtain a
merger, acquisition or outright sale transaction whereby the Company's
shareholders will benefit.
On November 19, 1998, the Company's majority shareholder sold 7,200,000 shares
of the 7,750,129 shares held to an unrelated third party in anticipation of a
reverse merger transaction whereby the Company would merge with and into a
privately held operating company during the first quarter of 1999.
The Company is considered in the development stage and, as such, has generated
no significant operating revenues and has incurred cumulative operating losses
of approximately $5,500.
8
<PAGE>
(3) Liquidity and capital resources
The Company has no operations, assets or liabilities and, accordingly, is fully
dependent upon its controlling shareholder for operating capital. During the
period(s) presented herein, the Company was dormant and no advances were made or
expenses paid on the Company's behalf.
The Company has no plans or future capital requirements due to its dormant
status.
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings of
shareholders during the reporting period.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
None
(Remainder of this page left blank intentionally)
9
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNITED COMMUNITY HOLDINGS, INC.
March 8, 1999 /s/ Kevin B. Halter, Jr.
--------------------------------------
Kevin B. Halter, Jr.
President and Chief Accounting Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
</LEGEND>
<CIK> 0001016130
<NAME> United Community Holdings, Inc.
<MULTIPLIER> 1
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 80
<OTHER-SE> (80)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
