UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
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[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1998
or
[ ] Transition report pursuant to Section 13 or 15(d0 of the
Securities Exchange Act of 1934
For the transition period from __________ to __________
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ASCOT GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 113375915
--------------- -------------------
State of Incorporation IRS Employer ID No.
City Center Bellevue, Suite 730
500 108th Avenue, Bellevue, WA 98004
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Address of principal Executive Offices Zip Code
Registrant's Telephone Number (425) 990-6477
Check here whether the issuer (1) has filed all reports required
to be filed by Sections 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 such filing requirements for the
past 90 days.
Yes __X____ No_______
As of September 30, 1998, the following shares of the
Registrant's common stock were issued and outstanding:
Voting common stock 3,450,000
Traditional Small Business Disclosure (check one): Yes X No <PAGE>
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . .3
CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . .3
CONDENSED CONSOLIDATED INCOME STATEMENT. . . . . . . .4
STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . .5
Note 1. NATURE OF BUSINESS AND
SIGNIFICANT ACCOUNTING POLICIES.. . . .7
Note 2. USE OF OFFICE SPACE. . . . . . . . .. .8
Note 3. Liquidity. . . . . . . . . . . . . .. .8
Item 2. Management's Discussion And Analysis or Plan of
Operations. . . . . . . . . . . . . . . . . . . . . . 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 13
Item 2. Changes in Securities. . . . . . . . . . . . . . . . 13
Item 3. Defaults upon Senior Securities. . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . 13
Item 5. Other information. . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 13
<PAGE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ASCOT GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
As Of As Of
Sept. 30, 1998 June 30, 1998
(Unaudited) (Audited)
--------------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash $0 $0
Other Current Assets 0 0
_________ ________
Total Current Assets 0 0
Other Assets 0 0
_________ ________
TOTAL ASSETS $0 $0
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $0 $0
Accrued Expenses 4,763 12,450
_________ ________
Total Current Liabilities 4,763 12,450
Loan Payable 11,200 0
_________ ________
Total Liabilities 15,963 12,450
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding
3,450,000 Shares 3,450 3,450
Additional Paid in Capital 30,550 30,550
Deficit Accumulated During the
Development Stage (49,963) (46,450)
_________ ________
Total Stockholders' Equity (15,963) (12,450)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $0 $0
</TABLE>
The accompanying notes and accountant's report are an integral
part of these financial statements.<PAGE>
<PAGE>
ASCOT GROUP, INC.
CONDENSED CONSOLIDATED INCOME STATEMENT
<TABLE>
For the 3 Mos Ended For the 3 Mos Ended
September 30 June 30
1998 1997 1998 1997
------------------------------------------
<S> <C> <C> <C> <C>
TOTAL REVENUES: $ 0 N/A 0 N/A
OPERATING EXPENSES:
Accounting 1,200 N/A 2,400 N/A
Legal 2,500 10,000
Filing Fee 13 50
Other Start Up Costs 0 0
Other Income 0 0
________ _______ ________ ________
NET LOSS (3,713) N/A (12,450) N/A
NET LOSS PER SHARE (.001076) (.003609)
Weighted Average
Number of Shares
Outstanding 3,450,000 3,450,000
</TABLE>
The accompanying notes and accountant's report are an integral
part of these financial statements.
<PAGE>
<PAGE>
ASCOT GROUP, INC.
STATEMENT OF CASH FLOWS (unaudited)
<TABLE>
For the 3 mos For the 3 mos
Ended Ended
to to
Sept. 30, 1998 Sept. 30, 1997
________________________________________
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (3,713) N/A
Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
Changes in Assets and Liabilities
Increase in Accounts Payable and
Accrued Expenses (7,487)
________ ________
Total Adjustments (7,487) N/A
Net Cash Used in
Operating Activities (11,200)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in Loan Payable 11,200
Net Cash Provided
by Financing Activities 11,200
________ _______
Net Change in Cash 0 N/A
Cash at Beginning of Period 0
Cash at End of Period $ 0
Supplemental Disclosure of
Cash Flow Information
Cash Paid During the Period for
Interest Expense 0
Corporate Taxes $ 0
</TABLE>
The accompanying notes and accountant's report are an integral
part of these financial statements.<PAGE>
<PAGE>
ASCOT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Description of Company
Ascot Group, Inc. ("the Company") is a for-profit corporation,
incorporated under the laws of the State of Delaware on August
16,
1996. Ascot Group Inc.'s principal objective is to develop a
retail
company in Europe using developed North American Concepts which
have commonly been five years ahead of Europe. The Mission will
be
realized by using a range of master franchises and local
franchises
to develop high quality retail outlets using the best available
management in the country concerned. Strategic partnerships with
leading retailers are being investigated.
B. Basis of Presentation
Financial statements are prepared on the accrual basis of
accounting. Accordingly, revenue is recognized when earned and
expenses when incurred.
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three
and six months ended September 30, 1998 are not necessarily
indicative of the results that may be expected for the year ended
June 30, 1999. These Condensed Consolidated Financial Statements
should be read in conjunction with the Consolidated Financial
Statements and notes thereto contained in the Company's Form 10-K
for the year ended June 30, 1998.
C. Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company
considers
all short-term investments with maturity of three months or less
to
be cash equivalents.
<PAGE>
<PAGE>
D. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts
ind disclosures. Accordingly, actual results could differ from
these estimates. Significant estimates in the financial
statements
include the assumption that the Company will continue as a going
concern. See Note 3.
NOTE 2 - USE OF OFFICE SPACE
The Company uses 1,000 square feet of space for its executive
o:ffices at Talbot House, High Street, Crowthorne, Berks, UK
which
it receives from one of its shareholders at no cost.
NOTE 3 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company established its office in Crowthome, UK in early 1997
when it began the initial development of its business plan. The
Company's limited operating history, including its losses and no
revenues, primarily reflect the operations of its early stage.
As a result, the Company had from time of inception to June 30,
1998 no revenue and a net loss from operations of $46,450. As of
April 30, 1998, the Company had a net capital deficiency of
$12,450.
The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and
administrative expenses and to fund costs associated with the
start
up and trading of retail outlets. It is not anticipated that the
Company will be able to meet its financial obligations through
internal net revenue in the foreseeable future. Ascot Group,
Inc.
does not have a working capital line of credit with any financial
institution. Therefore, future sources of liquidity will be
limited
to the Company's ability to obtain additional debt or equity
funding. The Company anticipates that its existing capital
resources will enable it to maintain its current implemented
operations for at least 12 months; however, full implementation
of
its business plan is dependent upon its ability to raise
substantial funding. Management's plan is to move the Company
toward profitability within five years, and to seek additional
capital to fund further expansion of its operations.
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
RESULTS OF OPERATIONS
The Company has no material assets and no recent operating
history. The Company's is a developmental stage company and, its
principal business purpose, is to locate and consummate a merger
or acquisition with a private entity. If the Company
successfully acquires or merges with an operating business
opportunity, it is likely that the Company's present shareholders
will experience substantial dilution and there will likely be a
change in control of the Company.
The present promoters of the Company acquired the majority of the
shares in April 1997 and are, the President of the Company, L.J.
Boyne, and a major shareholder, Wing Capital Ltd. The Company is
currently inactive and the directors are seeking potential
operating businesses and opportunities with the intent to acquire
or merge with those businesses. The Company is considering and
investigating potential business opportunities.
The selection of a business opportunity in which to participate
is complex and risky. The Company has only limited resources
which may inhibit its efforts to find favorable opportunities.
It is not guaranteed that the Company will be able to identify
and acquire any business opportunity which will be beneficial to
the Company and its shareholders.
The Company will select a potential business opportunity based on
management's business judgment.
The Company lacks funds and it may be necessary for the officers
and directors to either advance funds to the Company or to accrue
expenses until such time as the Company begins to generate
sufficient income to cover such expenses. Management intends to
hold expenses to a minimum and to obtain services on a
contingency basis when possible. The Company's directors will
forego any compensation until such time as the Company begins to
generate sufficient income to cover such expenses. If the
Company engages outside advisors or consultants in search for
business opportunities, the Company may attempt to raise
additional funds. There is 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 has not entered into any loan agreements or share
placement agreements. The Company does not foresee any potential
revenues from operations as the Company currently has no
operations and does not foresee the commencement of any
operations in the near future.<PAGE>
<PAGE>
The Company, at this time, 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 in its efforts to re-develop the Company's
business opportunities during the next twelve months.
Management believes 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 as it relates to its business and
operations following a successful acquisition or merger.
Management plans to independently investigate and research and,
if justified, potentially acquire or merge with one or more
businesses or business opportunities if the Company's management
deems it advantageous. Management retains broad discretion in
its efforts.
The Company voluntarily filed a registration statement on Form
10-KSB in order to make information concerning itself more
readily available to the public. Management believes that a
reporting company under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") could provide a prospective merger
or acquisition candidate with additional information concerning
the Company. Management believes that this might make the
Company more attractive to an operating business opportunity
as a potential business combination candidate. As a result of
filing its registration statement, the Company is obligated to
file with the Commission certain interim and periodic reports
including an annual report containing audited financial
statements. The Company intends to continue to voluntarily file
these periodic reports under the Exchange Act even if its
obligation to file such reports is suspended under applicable
provisions of the Exchange Act.
MANAGEMENT
At the present, management expects to devote a minimal amount of
time to the Company's activities and estimates that such time
shall be approximately 5 hours per week.
The Company does not intend to issue any stock to management,
promoters or their affiliates or associates, prior to a merger.
In the event a merger is undertaken, then there is a possibility
that additional stock may be issued as part of such merger
agreement.
<PAGE>
<PAGE>
The management of the Company currently intends to promote
another entity, Medic Media, Inc., and possible conflicts could
arise. In the event such conflicts do arise, the management
intends to advise the Board of Directors and to seek their
consultation as to how such conflict may be resolved.
The Company has no current plans to issue securities prior to the
identification of a merger candidate. The Company's promoters
and management have not been involved with any previous blank
check offerings. The Company's officers who are exploring
potential merger candidates are shareholders and will not be
taking any compensation from any potential merger candidate.
SELECTION OF OPPORTUNITIES
At the present, the Company does not intend to raise any capital
through any public or private placement of its common stock.
In the event that the Company finds a successful merger
candidate, there is nothing in the Company's charter that the
merger candidate cannot issue additional shares to raise
additional funding for acquisitions.
FORM OF ACQUISITION
In the event the Company consummates a merger transaction or
acquisition, the Company believes that there will be a change in
control in the Company. The Company believes that any merger
would include the new issuance of common stock in the Corporation
to a potential merger candidate followed by a reverse split of
the Company's issued common stock thereby effectively passing
control of the Company to the merged candidate.
The Company will not borrow funds for the purpose of funding
payments to the Company's promoters, management or their
affiliates or associates. Any funds borrowed by the Company will
be utilized to pay statutory, legal and accountant fees expended
by the Company.
The Company does not foresee that any terms of sale of the shares
presently held by officers and/or directors of the Company will
also be afforded to all other shareholders of the Company on
similar terms and conditions.
Management does not anticipate actively negotiating or otherwise
consenting to the purchase of any portion of their common stock
as a condition to or in connection with a proposed merger or
acquisition. In such an instance, all shareholders are to
be treated equally. The company's shareholders will be afforded
an opportunity to approve or consent to any particular stock
buy-out transaction or merger.<PAGE>
<PAGE>
There is no present potential that the Company may acquire or
merge with a business or company in which the Company's
promoters, management or their affiliates or associates, directly
or indirectly, have an ownership interest. Existing corporate
policy does not permit such transactions, unless disclosed by the
individual with such interest and consent to by the Board of
Directors. This policy based upon an understanding between
management and the Board of Directors. Management is unaware of
any circumstances under which this policy, through its own
initiative, may be changed.
YEAR 2000 DISCLOSURE
The Company is aware of the Year 2000 issue and states that it
currently does not maintain any material active operations which
it foresees will be impacted by the Year 2000 problem. Management
therefore does not anticipate that the company will be affected
by this issue, financially or otherwise. This disclosure
complies with the directives of the Securities and Exchange
Commission, specifically Staff Legal Bulletin No. 5 (CF/IM),
regarding Year 2000 issues.
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are currently no pending legal proceedings against the
company.
Item 2. Changes in Securities
The instruments defining the rights of the holders of any class
of registered securities have not ben modified.
Item 3. Defaults upon Senior Securities
There has been no default in the payment of principal, interest,
sinking or purchase fund installment.
Item 4. Submission of Matters to a Vote of Security Holders
No matter has been submitted to a vote of security holders during
the period covered by this report.
Item 5. Other information
There is no other information to report which is material to the
company's financial condition not previously reported.
Item 6. Exhibits and Reports on Form 8-K
There are no exhibits attached and no reports on Form 8-K were
filed during the quarter for which this report is filed.
<PAGE>
<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.
Ascot Group, Inc.
(Registrant)
/s/ L.J. Boyne
President
