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 March 31, 2000.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ------------ to --------------.
Commission file number: 0-29865
-------
PREMIER BRANDS, INC.
--------------------
(Exact name of small business issuer as specified in its charter)
Utah 33-0489616
------ -----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
268 West 400 South, Suite 300, Salt Lake City, Utah 84101
---------------------------------------------------------
(Address of principal executive office) (Zip Code)
(801) 575-8073
----------------------
(Issuer's telephone number)
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 XX No
----
The number of outstanding shares of the issuer's common stock, $0.001
par value, as of March 31, 1999 was 4,208,319, and the number of outstanding
shares of the issuer's preferred stock, $0.001 par value, is (0).
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.................................................3
Condensed Balance Sheets as of March 31, 2000
and December 31, 1999............................................F-1
Condensed Statements of Operations
for the Three-Month Periods Ended March 31, 2000 and 1999.......F-2
Condensed Statements of Cash Flows
for the Six Month Periods Ended March 31, 2000 and 1999.........F-3
Notes to Unaudited Condensed Financial Statements..................F-4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.................................4
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.....................................................5
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................................5
Signatures....................................................................6
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
2
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Premier Brands, Inc., a
Utah corporation, and its subsidiaries and predecessors unless otherwise
indicated. Consolidated, unaudited, condensed interim financial statements
including a balance sheet for the Company as of the quarter ended March 31, 2000
and statements of operations and statements of cash flows for the interim period
up to the date of such balance sheet and the comparable period of the preceding
year are attached hereto as Pages F-1 through F-4 and are incorporated herein by
this reference.
The consolidated financial statements for the Company included herein
are unaudited but reflect, in management's opinion, all adjustments, consisting
only of normal recurring adjustments, that are necessary for a fair presentation
of the Company's financial position and the results of its operations for the
interim periods presented. Because of the nature of the Company's business, the
results of operations for the three months ended March 31, 2000 are not
necessarily indicative of the results that may be expected for the full fiscal
year. The financial statements included herein should be read in conjunction
with the financial statements and notes thereto included in the Company's Form
10-SB for the year ended December 31, 1999.
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]
3
<PAGE>
<TABLE>
PREMIER BRANDS, INC.
Balance Sheets
<CAPTION>
-------------- ----------------
March 31, December 31,
2000 1999
---------------- ------------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current Assets:
Cash in Bank $ 72,591 $ 104,000
---------- -------------
Total Current Assets $ 72,591 $ 104,000
Total Assets $ 72,591 $ 104,000
========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 23,375 $ 33,375
Settlement Payable 49,000 49,000
Accrued Expenses 12,607 27,607
Income Taxes Payable 800 800
---------- -------------
Total Current Liabilities $ 85,782 $ 110,782
Commitment and Contingencies 0 0
Stockholders' Equity
Convertible Preferred Stock, 5,000,000 authorized 0 0
shares, $0.001 par value, none issued
Common Stock, 100,000,000 Shares Authorized 4,208 4,208
$.001 par value, 4,208,319 and 4,208,319 shares
issued and outstanding
Paid In Surplus 3,584,933 3,584,933
Treasury Stock (20,000) (20,000)
Retained Earnings (3,582,332) (3,575,923)
---------- -------------
Total Stockholders' Equity $ (13,191) $ (6,782)
---------- -------------
Total Liabilities and Stockholders' Equity $ 72,591 $ 104,000
=========== ============
</TABLE>
F-1
<PAGE>
PREMIER BRANDS, INC.
Statement of Operations
(Unaudited)
For the Three Months Ended
March 31,
2000 1999
=============== =================
Revenues:
Net Sales $ 0 $ 0
--------------- -----------------
Total Revenues $ 0 $ 0
--------------- -----------------
Operating Expenses:
Selling, General, and $ 6,409 $ 196,533
Administrative Expenses
--------------- -----------------
Loss Before Taxes (6,409) (196,533)
Income Taxes 0 0
---------------
Net Loss $ (6,409) $ (196,533)
=============== =================
Net Loss Per Share $ (0.002) $ (0.046)
Weighted Average Number 4,207,850 4,207,850
of Shares Outstanding
F-2
<PAGE>
<TABLE>
PREMIER BRANDS, INC.
Statements of Cash Flows
(Unaudited)
<CAPTION>
For the Three Months Ended
March 31,
2000 1999
================ ================
<S> <C> <C>
Cash Flows from Operating Activities
Net Income (Loss) $ (6,409) $ (196,533)
Adjustments to Reconcile Excess Contributions
to cash provided from operations:
Accrued Expenses (25,000) (2,000)
---------------- ----------------
Total Adjustments $ (25,000) $ (2,000)
================ ----------------
Net Cash used in Operating Activities $ (31,409) $ (198,533)
---------------- ----------------
Cash Flows from Investing Activities
Net Cash used in Investing Activities $ - $ -
---------------- ---------------
Cash Flows from Financing Activities
Collections on Common Stock Subscriptions - 12,000
---------------- ----------------
Net Cash used in Financing Activities $ - $ 12,000
---------------- ----------------
Net Increase (Decrease) in Cash (31,409) (186,533)
Cash Balance, Begin of Period $ 104,000 $ 189,689
---------------- ----------------
Cash Balance, End of Period $ 72,591 $ 3,156
================ ================
</TABLE>
F-3
<PAGE>
PREMIER BRANDS, INC.
Notes to Financial Statements
1. Basis of Presentation
The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance with the instructions in Form 10-QSB and,
therefore, do not include all information and footnotes required by generally
accepted accounting principles and should, therefore, be read in conjunction
with the Company's Form 10-SB for the fiscal year ended December 31, 1999. These
statements do include all normal recurring adjustments which the Company
believes necessary for a fair presentation of the statements. The interim
operations results are not necessarily indicative of the results for the full
year ended December 31, 2000.
2. Additional footnotes included by reference
Except as indicated in Notes above, there have been no other material changes in
the information disclosed in the notes to the financial statements included in
the Company's Report on Form 10-SB for the year ended December 31, 1999.
Therefore, those footnotes are included herein by reference.
F-4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
As used herein the term "Company" refers to Premier Brands, Inc., a Utah
corporation, and its predecessors, unless the context indicates otherwise. The
Company is currently a shell company whose purpose will be to acquire operations
through an acquisition, merger or beginning its own start-up business.
The Company is in the process of attempting to identify and acquire a favorable
business opportunity. The Company has reviewed and evaluated a number of
business ventures for possible acquisition or participation by the Company. The
Company has not entered into any agreement, nor does it have any commitment or
understanding to enter into or become engaged in a transaction as of the date of
this filing. The Company continues to investigate, review, and evaluate business
opportunities as they become available and will seek to acquire or become
engaged in business opportunities at such time as specific opportunities
warrant.
Results of Operations
The Company had no sales revenues for the three months ended March 31, 2000 or
1999. The Company had no sales for the three months ended March 31, 2000 or 1999
because it is a shell company that has not had any business operations for the
past three years.
The Company had no costs of sales revenues for the three months ended March 31,
2000 or 1999 because it is a shell company that has not had any business
operations for the past three years.
The Company had selling, general and administrative expenses of $6,409 for the
three-month period ended March 31, 2000, compared to $196,533 selling, general
and administrative expenses for the same period in 1999.
The Company recorded a net loss of $6,409 for the three months ended March 31,
1999, compared to a $196,533 net loss for the same period in 1999.
4
<PAGE>
Capital Resources and Liquidity
At March 31, 2000, the Company had total current assets of $72,591 and total
assets of $72,591, as compared to $104,000 current assets and $104,000 total
assets at December 31, 1999. The Company had a net working capital deficit of
$13,191 at March 31, 2000 as compared to a working capital deficit of $6,782 at
December 31,1999.
Net stockholders' deficit in the Company was $13,191 as of March 31, 2000, as
compared to $6,782 as of December 31, 1999.
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On March 23, 2000, the Company entered into a Settlement Agreement and Release
with Tim Flatt and his spouse, Cheryl Flatt with regard to the rights which they
had received by assignment (on November 8, 1999) in connection with the October
28, 1997 default judgment entered against the Company by the United States
Bankruptcy Court for the Western District of Oklahoma in the case of In re
Sports Heroes, Inc., Case No. 96-14111-BH. The Company had not declared
bankruptcy, nor was it a debtor in bankruptcy; rather, the proceedings involved
a completely unaffiliated entity claiming the Company owed it money and that
such amount owed to it was an asset of its bankruptcy estate. The amount of the
original default judgment was $13,500, plus interest and attorney fees. The
Settlement Agreement and Release gave the Flatts a total of $18,250 cash in
exchange for a complete release of all claims related to the default judgment, a
complete release of any shareholder claims the Flatts might ever have or may
have had, and a general release of all claims either the Flatts or the Company
may have against the other, of any nature whatsoever.
On March 24, 2000, the Flatts also caused a Release and Satisfaction of Judgment
to be filed with the United States Bankruptcy Court for the Western District of
Oklahoma in the Sports Heroes case. The Sports Heros case has also been
discussed in the "Legal Proceedings" section of the Company's Form 10-SB filed
with the SEC on or about March 8, 2000.
ITEM 6. EXHIBITS
(a) Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits on page 7 of this Form 10-QSB, and are
incorporated herein by reference.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the period
covered by this Form 10-QSB.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
5
<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, this 19th day of May, 2000.
PREMIER BRANDS, INC.
/s/ Bruce M. Pritchett May 19, 2000
-------------------------
Bruce M. Pritchett
President/ CEO and Director
6
<PAGE>
EXHIBIT INDEX
Exhibit No. Page No. Description
27 -- Financial Data Schedule "CE"
7
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2000 THAT
WERE WERE FILED WITH THE COMPANY'S REPORT ON FORM 10-QSB AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001071355
<NAME> Premier Brands, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-1-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 72,591
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 72,591
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 72,591
<CURRENT-LIABILITIES> 85,782
<BONDS> 0
0
0
<COMMON> 4,208
<OTHER-SE> (17,399)
<TOTAL-LIABILITY-AND-EQUITY> 72,591
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,409
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,409)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,409)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,409)
<EPS-BASIC> (0.002)
<EPS-DILUTED> (0.002)
</TABLE>
