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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
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[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________to___________
Commission file number________________________________
South Beach Concepts, Inc. and Subsidiaries
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(Exact name of small business issuer as specified in its charter)
Florida 65-0853636
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
5969 Cattleridge Blvd # 201 Sarasota, FL 34241
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(Address of principal executive offices)
(941) 377-7225
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(Issuer's telephone number)
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(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 [X] No [_]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of Securities under a plan confirmed by a court. Yes [_] 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:
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Transitional Small Business Disclosure Format (Check one): Yes [_] No [_]
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SOUTH BEACH CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
Unaudited Figures
ASSETS
September 30, 1999 September 30, 1998
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Current Assets:
Cash 2,142 (16,962)
Accounts Receivable 265,224 236,399
Inventory 54,440 20,037
Due From Affiliates 0 0
Royalties Receivable 0 2,820
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Total Current Assets 321,805 242,294
Property, Plant, and Equipment - net of
accumulated depreciations: 1,011,821 997,286
Investment and Other Assets:
Deferred Public Offering costs 198,166 0
Deferred Tax Assets 0 0
Deposits 15,695 22,619
Intangible Assets 633,499 505,443
Accumulated Amortization 0 0
Investment in Subsidiaries 200 76,700
Prepaid Expenses 199,520 208,248
Other Non-current Assets 114,128 0
Notes Receivable 0 0
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Total Other Assets 1,161,207 813,010
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Total Assets 2,494,833 2,052,589
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LIABILITIES & EQUITY
LIABILITIES & CAPITAL
Accounts Payable 117,083 241,715
Accrued Expenses 0 0
Due to Affiliates 0 0
Notes Payable 193,827 140,172
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Total Current Liabilities 310,911 381,887
Long-Term Liabilities 0
Deferred Taxes 0 0
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Total Long-Term Liabilities 0 0
Commitments and Contingent Liabilities 0 0
Stockholders Equity:
Common Stock 1,234,538 1,218,604
Additional Paid in Capital 3,863,640 2,762,553
Retained Deficit (2,914,255) (2,310,454)
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Total Stockholders' Equity 2,183,922 1,670,702
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Total Liabilities and Stockholder's
Equity 2,494,833 2,052,589
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SOUTH BEACH CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
Unaudited Figures
Sept. 30, 1999 Sept. 30, 1998
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Net Revenues
Sales 597,820 756,155
Franchise Fees 266,000 94,100
Royalties 12,210 42,008
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Net Receipts 876,030 892,262
Cost of Goods Sold
Food 176,741 231,688
Paper 16,575 20,725
Salaries & Wages 243,773 299,166
Other 118,030 111,352
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Total Cost of Sales 555,119 662,931
Gross Profit 320,911 229,331
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General & Administrative 532,217 688,365
Earnings (Loss) Before Other Income (211,306) (459,034)
Other Income 22,854 0
Net Income/(Loss) From Operations (188,452) (459,034)
Startup Expenses Per 1998 GAAP 118,727 0
Income/(Loss) Before Income Taxes (307,179) (459,034)
Provision For Income Taxes 0 0
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Net Earnings (Loss) (307,179) (459,034)
======== ========
Net Loss Per Share
Basic (.024)
Diluted (.024)
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South Beach Concepts, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
September 30, 1999
Note 1 - Basis of Presentation
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The accompanying unaudited financial statements have been prepared by
South Beach Concepts Inc. ("The Company") in accordance with generally
accepted accounting principles for interim financial statements and
with the instruction to form 10-QSB and Item 310 of Regulation S-B.
Accordingly, they do not include all of the information and disclosures
required by generally accepted accounting principles for complete
financial statements. In the opinion of the Company's management, all
normal accounting transactions within the time frame have been included
for a fair presentation of the company's operations. Results of
operations for the nine-month period ended September 30, 1999 are not
necessarily indicative of future financial results.
Consolidation
At September 30, 1999, the Company has completed the merger of Westford
Acquisition Corporation and Subsidiary, Baja Food Concepts, Inc. into
its operations.
The consolidated financial statements include the accounts of the
Company and its subsidiary. All significant inter-company transactions
and balances have been eliminated in consolidation.
Property and Equipment
Property and equipment are carried at cost less accumulated
depreciation. Depreciation is calculated using the straight-line method
for financial reporting purposes and accelerated methods for income tax
purposes.
Expenditure for maintenance and repairs are charged against income as
incurred whereas major improvements are capitalized.
<PAGE>
SOUTH BEACH CONCEPTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
Cash Flow From Operation Activities
Net Income (Loss) $(301,119)
Other Operating Activity $(177,013)
Total From Operations $(478,132)
Cash Flow From Investing Activity $(340,066)
Cash Flow From Financing Activity $ 828,286
Net Increase/(Decrease) in Cash $ 10,088
Cash at Beginning of the Year $ (7,946)
Cash at September 30, 1999 $ 2,142
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SOUTH BEACH CONCEPTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
Total
Common Preferred Additional Retained Stockholders'
Stock Stock Paid in Capital Deficit Equity
<S> <C> <C> <C> <C> <C>
January 1, 1998 $ 103,835 $ 0 $4,102,893 $(2,436,984) $1,769,744
Issuance of Common Stock $1,130,703 $1,130,703
Net Change in Capital Activity $ (239,253) $ (238,253)
Due to Reorganization $ (170,082)
Net Loss 1999 $ (307,179) $ (307,179)
Total Stockholders' Equity
as of September 30, 1999 $1,234,538 $ 0 $3,863,840 $(2,914,255) $2,183,922
</TABLE>
<PAGE>
Basis of Presentation
Net Earnings Per Common Share
Net earnings per common share are shown as both basic and diluted. Basic
earnings per common share are computed by dividing net earnings less any
preferred stock dividends (if applicable) by the weighted average number of
shares of common stock outstanding. Diluted earnings per common share are
computed by dividing net income less any preferred stock dividends (if
applicable) by the weighted average number of shares of common stock outstanding
plus any dilutive common stock equivalents.
Results of Operations
The Company continues as a Development Stage Company and hence requires
continuing its capital raising activities to support its income in order to meet
cash flow obligations.
Note 2 Private Offering Memorandum
Pursuant to Rule 506, on July 30, 1999 the Company presented an Offering
Memorandum with no requirements for a minimum number of units with a maximum of
3,300,000 units or $4,950,000 (Maximum Offering). This Offering Memorandum
originally was due to expire on October 30, 1999 but pursuant to the provisions
contained therein, and in particular those set forth on page forty three (43)
thereof, the Offering has been extended to January 28, 2000.
During the Quarter Ended September 30, 1999, the Company received subscription
agreements pursuant to the Offering Memorandum for the issuance of 341,092
shares of the Company's Common Stock constituting a capital contribution of
$511,638.
Note 3 Stockholders' Equity
The Company is authorized to issue 15,000,000 shares of preferred stock at no
par value, with such designation, voting rights and other preferences as may be
determined from time to time by the Board of Directors.
The Company is authorized to issue 50,000,000 shares of common stock at no par
value.
<PAGE>
PART 1
Item 1. FINANCIAL STATEMENTS
ATTACHED
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
The primary business objective of the Company is to develop, operate,
franchise and service take-out, eat-in and delivery restaurants for
its three theme restaurant chains, South Beach Cafe, Pizza World
Gourmet Pizza and Cisco and Pancho and to supply coffee and related
products to its Company stores, its franchisees and other customers
worldwide through Cafe Society Coffee Company.
There are currently franchise operations open and operating in
Florida, Illinois and Missouri. The Company's owned restaurants are
now located in Florida. A dual branded store is planned for location
in Dallas, Texas and a lease has been executed.
ITEM 3. DESCRIPTION OF PROPERTIES
The company currently maintains its principal offices in Sarasota,
Florida.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
There are no material legal proceedings against the Company.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
Item 5. OTHER INFORMATION
Not Applicable
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
-- Certificate of Incorporation filed as an exhibit to the
Company's registration statement on form 10-SB (File No. 0-
24839) filed on August 27, 1998 which is incorporated herein by
reference.
-- By-Laws filed as an exhibit to the company's registration
statement on form 10-SB (File No. 0-24839) filed on August 27,
1998 which is incorporated herein by reference.
(b) Report on Form 8-K
-- Report Form 8-K was filed with the Securities and Exchange
Commission on July 30, 1999, (File No. 0-024839). The purpose of
this filing was to duly report Changes In Control of Registrant
concerning the merger of Westford Acquisition Corporation into
South Beach Concepts Inc., which is incorporated herein by
reference.
27. Financial Data Schedule
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Form 8-K was filed on July 30, 1999 reporting acquisition of Baja Food
Concepts, Inc. during the quarter ended June 30, 1999.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
SOUTH BEACH CONCEPTS
By: /s/ Thomas N. Burnham
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Thomas N. Burnham, President
Date: November 15, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,142
<SECURITIES> 0
<RECEIVABLES> 265,224
<ALLOWANCES> 0
<INVENTORY> 54,440
<CURRENT-ASSETS> 321,805
<PP&E> 1,011,821
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,494,833
<CURRENT-LIABILITIES> 310,911
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,494,833
<SALES> 876,030
<TOTAL-REVENUES> 876,030
<CGS> 555,119
<TOTAL-COSTS> 555,119
<OTHER-EXPENSES> 532,217
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (188,452)
<INCOME-TAX> 0
<INCOME-CONTINUING> (188,452)
<DISCONTINUED> 0
<EXTRAORDINARY> (118,727)
<CHANGES> 0
<NET-INCOME> (307,179)
<EPS-BASIC> (.024)
<EPS-DILUTED> (.024)
</TABLE>
