<PAGE>
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 December 31, 1999
[_] 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
(Exact name of small business issuer as specified in its charter)
Florida 65-0853636
- --------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
5969 Cattleridge Blvd # 201 Sarasota, FL 34241
(Address of principal executive offices)
(941) 377-7225
(Issuer's telephone number)
(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 15d 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:
Transitional Small Business Disclosure Format (Check one): Yes [_] No [_]
<PAGE>
- --------------------------------------------------------------------------------
SOUTH BEACH CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999
- --------------------------------------------------------------------------------
Unaudited Figures
ASSETS
<TABLE>
<CAPTION>
December 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
Current Assets:
Cash $ 120,215.16 $ 9,088.00
Accounts Receivable $ 46,061.36 $ 46,357.00
Inventory $ 47,090.19 $ 20,358.00
Due From Affiliates -- 112,123.00
Royalties Receivable -- 25,718.00
------------- -------------
Total Current Assets 213,366.71 213,644.00
Property, Plant, and Equipment net of
accumulated deprecations: $2,671,232.89 $1,085,444.00
Investments and Other Assets:
Deferred Public Offering costs 228,829.29 34,500.00
Deferred Syndication Costs 83,904.71
Deferred Tax Asset -- 149,015.00
Deposits 15,695.18 15,615.00
Organizational/Startup Costs 666,328.34 744,160.00
Accumulated Amortization (230,864.77) (188,769.00)
Acquisition Costs 21,747.30
Investment in Subsidiaries 200.00
Prepaid Expenses 207,020.00 200,685.00
Other Noncurrent Assets 111,843.76
Notes Receivable -- --
------------- -------------
Total Other Assets 1,104,703.81 955,206.00
------------- -------------
Total Assets $3,989,303.41 $2,254,294.00
============= =============
</TABLE>
<PAGE>
- -------------------------------------------------------------------------------
SOUTH BEACH CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999
- -------------------------------------------------------------------------------
Unaudited Figures
LIABILITIES & EQUITY
<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
------------------ -----------------
<S> <C> <C>
LIABILITIES & CAPITAL
Accounts Payable $ 34,246.29 $ 239,534.00
Accrued Expenses 258,207.55 26,155.00
Due to Affiliates (20,584.39) -
Notes Payable - Shareholders 34,471.43 157,531.00
Notes Payable - Mortgage 518,249.50
Notes Payable - TIG 20,806.93 -
Total Current Liabilities 845,397.31 423,220.00
-------------- --------------
LONG-TERM LIABILITIES
Deferred Taxes - 61,330.00
-------------- --------------
Total Long-Term Liabilities - 61,330.00
Commitments and Contingent Liabilities - -
Stockholders Equity:
Common Stock 2,166,288.52 103,835.00
Additional Paid in Capital 4,108,786.23 4,102,893.00
Retained Deficit (3,131,168.62) (2,436,984.00)
-------------- --------------
Total Stockholders' Equity 3,143,906.13 1,769,744.00
-------------- --------------
Total Liabilities and Stockholder's Equity $ 3,989,303.44 $ 2,254,294.00
============== ==============
</TABLE>
<PAGE>
- -------------------------------------------------------------------------------
SOUTH BEACH CONCEPTS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
Unaudited Figures
<TABLE>
<CAPTION>
DEC. 31, 1999 DEC. 31, 1998
------------- --------------
<S> <C> <C>
Net Revenues
Sales $ 744,608.51 $ 1,075,509.00
Franchise Fees 388,209.56 196,400.00
Royalties $ 12,210.00 97,029.00
-------------- --------------
Net Receipts 1,145,028.07 1,368,938.00
Cost of Goods Sold
Food 166,932.16 325,452.00
Paper 18,258.64 31,567.00
Salaries & Wages 337,141.15 402,757.00
Other 161,877.07 4,284.00
-------------- --------------
Total Cost of Sales 684,209.02 764,060.00
Gross Profit 460,819.05 604,878.00
-------------- --------------
General & Administrative 949,853.39 1,245,829.00
Earnings (Loss) Before Other Income (489,034.34) (640,951.00)
Other Income / (Loss):
Other Income 83,668.99 44,911.00
Loss on Disposition of Assets (100,135.00)
-------------- --------------
Total Other Income / (Loss) 83,668.99 (55,224.00)
Net Income/(Loss) From Operations (405,365.35) (696,175.00)
Startup Expenses Per 1998 GAAP 118,727.02 -
Income/(Loss) Before Income Taxes (524,092.37) (696,175.00)
Provision For Income Taxes - (87,685.00)
-------------- --------------
Net Loss $ (524,092.37) $ (608,490.00)
============== ==============
</TABLE>
Net Loss Per Share
Basic (Note 1)
Diluted (Note 1)
<PAGE>
South Beach Concepts Inc. & Subsidiaries
Notes to the consolidated Financials
December 31,1999
Note 1 - Basis for Presentation
- -------------------------------
The accompanying unaudited financial statements have been prepared by South
Beach Concepts Inc. (The Company) in accordance with GAAP 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 GAAP 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 twelve month period ending December 31,1999 are not
necessarily indicative of future financial results.
Consolidation
- -------------
The consolidated financial statements include the accounts of the company and
its subsidiaries. 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 purposed and accelerated methods for income tax purposed.
Expenditure for maintenance and repairs are charged against income as incurred
whereas mayor improvements are capitalized
<PAGE>
- --------------------------------------------------------------------------------
SOUTH BEACH CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999
- -------------------------------------------------------------------------------
Unaudited Figures
Cash Flow from Operation Activities:
Net Income (Loss) (1) ($524,091.77)
Other Operating Activities (2) ($467,437.79)
Total from Operations ($991,529.56)
Cash Flow from Investing Activities (3) ($1,711,101.57)
Cash Flow from Financing Activiities (4) $ 2,813,758.29
Net Increase (Decrease) in Cash $ 111,127.16
Cash at Beginning of the Year $ 9,088.00
Cash at December 31, 1999 $ 120,215.16
<PAGE>
- --------------------------------------------------------------------------------
SOUTH BEACH CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999
- -------------------------------------------------------------------------------
Unaudited Figures
<TABLE>
<CAPTION>
Total
Common Preferred Additional Retained Stockholders
Stock Stock Paid in Deficit Equity
Capital
<S> <C> <C> <C> <C> <C>
January 1, 1999 $ 103,835 $0 $4,102,893 -$2,436,984 $1,769,744
Issuance of Common Stock $2,062,454 $2,062,454
Net Changes in Capital Activity $ 5,893 $ 5,893
Due to Reorganization -$ 170,092 -$ 170,092
Net Gain (Loss) 1999 -$ 524,092 -$ 524,092
Total Stockholders' Equity
as of December 31, 1999 $2,166,289 $0 $4,108,786 -$3,131,168 $3,143,906
</TABLE>
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 shared on 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.
<PAGE>
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 March 30, 2000.
During the Quarter Ending December 31, 1999, the Company received Subscription
Agreements pursuant to the Offering Memorandum for the Issuance of 193,652
shares of the Company's Common Stock constituting a capital contribution of
290,478.
During the Quarter Ended December 31, 1999, the Company completed purchase of
Coconut Grove , with a note for $518,249.50 and 621,167 @ $1.50 per share of the
Companies Common Stock constituting a cost of $1,450,000.
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.
Part 1
Item 1. Financial Statements Attached
Item 2. Managements 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 World, and Cisco & Pancho and to supply coffee and
related products to its company stores, its franchisees and other
customers worldwide through Cafe Society Coffee Company.
There currently franchise operations open and operating in Florida,
Illinois, and Missouri. The company owned restaurants are now located
in Florida. A dual branded store is plannned for location in Dallas,
Texas in early February 2000 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 no material legal proceedings against the company.
Item 3. Defaults upon Senior Securities
Not Applicable
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. EXHIBITS
27. Financial Data Schedule
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
---------------------------------
Thomas N. Burnham, President
Date: February 14, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 120,215
<SECURITIES> 0
<RECEIVABLES> 46,061
<ALLOWANCES> 0
<INVENTORY> 47,090
<CURRENT-ASSETS> 213,337
<PP&E> 2,955,629
<DEPRECIATION> (284,396)
<TOTAL-ASSETS> 3,989,303
<CURRENT-LIABILITIES> 845,397
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,989,303
<SALES> 1,145,028
<TOTAL-REVENUES> 1,145,028
<CGS> 684,209
<TOTAL-COSTS> 684,209
<OTHER-EXPENSES> 949,853
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (405,365)
<INCOME-TAX> 0
<INCOME-CONTINUING> (405,365)
<DISCONTINUED> 0
<EXTRAORDINARY> 118,727
<CHANGES> 0
<NET-INCOME> (524,092)
<EPS-BASIC> (0.33)
<EPS-DILUTED> (0.33)
</TABLE>
