<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
(Mark One) Amendment No. 1
/X/ Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended December 31, 1998
/ / Transition Report under Section 13 or 15(d) of the Exchange Act For the
Transition Period from ________ to ___________
Commission File Number: 0-24971
MGPX Ventures, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 95-4067606
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17337 Ventura Boulevard, Suite 224
Encino, California 91316
Issuer's Telephone Number: (818) 981-7074
(Address and phone number of principal executive offices)
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 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
--- ---
The Registrant has 1,509,865 shares of Common stock, par value $.04 per
share issued and outstanding as of December 31, 1998.
Traditional Small Business Disclosure Format (check one) Yes No X
--- ---
1
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
This amendment is being filed solely to insert the footnotes to the
financial statements in this report, which were inadvertently omitted from
the original filing.
(Financial Statements Commence on Following Page)
2
<PAGE>
MGPX VENTURES, INC.
BALANCE SHEETS
JUNE 30, 1998 AND DECEMBER 31, 1998 (UNAUDITED)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS
June 30, December 31,
1998 1998
----------- ------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 559,102 $ 528,246
Prepaid insurance 16,005 13,337
----------- -----------
TOTAL CURRENT ASSETS $ 575,107 $ 541,583
----------- -----------
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 900 $ -
Preferred stock dividends payable 45,339 60,452
----------- -----------
Total current liabilities 46,239 60,452
----------- -----------
SHAREHOLDERS' EQUITY
Convertible Preferred stock, Series B, $0.04
par value $30 per share liquidation preference
and certain voting rights
125,000 shares authorized
16,792 shares issued and outstanding 672 672
Common stock, $0.04 par value
12,375,000 shares authorized
1,509,865 shares issued and outstanding 60,395 60,395
Additional paid-in capital 12,168,399 2,168,399
Accumulated deficit (1,700,598) (1,748,335)
----------- -----------
Total shareholders' equity 528,868 481,131
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 575,107 $ 541,583
----------- -----------
----------- -----------
</TABLE>
3
<PAGE>
MGPX VENTURES, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS DECEMBER 31, 1998 AND 1997 (UNAUDITED)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
----------------------- -----------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
GENERAL AND ADMINISTRATIVE
EXPENSES $ 26,524 $ - $ 45,818 $ -
---------- ---------- ---------- ----------
LOSS FROM OPERATIONS (26,524) - (45,818) -
OTHER INCOME
Interest income 6,129 - 13,194 -
---------- ---------- ---------- ----------
NET LOSS FROM CONTINUING
OPERATIONS (20,395) - (32,624) -
---------- ---------- ---------- ----------
DISCONTINUED OPERATIONS
Loss from operations, net of
provision for income taxes of
$0 (unaudited), $509,568
(unaudited), $0 (unaudited), and
$515,058 (unaudited) - (504,944) - (497,044)
Gain on disposition of operations, net
of provision for income taxes of
$0 (unaudited) - 207,572 - 207,572
---------- ---------- ---------- ----------
Net loss from discontinued
operations - (297,372) - (289,472)
---------- ---------- ---------- ----------
NET LOSS $ (20,395) $ (297,372) $ (32,624) $ (289,472)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
BASIC LOSS PER SHARE
From continuing operations $ (0.01) $ - $ (0.02) $ -
From discontinued operations - (0.16) - (0.15)
---------- ---------- ---------- ----------
TOTAL BASIC LOSS PER SHARE $ (0.01) $ (0.16) $ (0.02) $ (0.15)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
WEIGHTED-AVERAGE SHARES
OUTSTANDING 1,509,865 1,872,241 1,509,865 1,872,241
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
4
<PAGE>
MGPX VENTURES, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 AND 1997 (UNAUDITED)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
----------- -----------
(unaudited) (unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations $ (32,624) $ -
Increase (decrease) in
Accounts payable (900) -
Prepaids 2,668 -
--------- ---------
Net cash used in continuing operating activities (30,856) -
Net cash used in discontinued operating activities - (46,670)
--------- ---------
Net cash used in operating activities (30,856) (46,670)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in discontinued investing activities - (39,976)
--------- ---------
Net cash used in investing activities - (39,976)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by discontinued financing activities - 82,612
--------- ---------
Net cash provided by financing activities - 82,612
--------- ---------
Net decrease in cash and cash equivalents (30,856) (4,034)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 559,102 4,034
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 528,246 $ -
--------- ---------
--------- ---------
</TABLE>
5
<PAGE>
MGPX VENTURES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
NOTE 1 - ORGANIZATION AND BUSINESS
Maple Enterprises, Inc. ("Maple") was incorporated under the laws of the
State of Nevada on August 7, 1986. On July 8, 1988, Maple acquired
approximately 99% of the outstanding shares of Warner Technologies, Inc.
("Warner"), a privately held California corporation, in exchange for
shares of common stock and stock options. On September 16, 1988, Warner
merged into Maple, and the name of the surviving company was changed to
Warner Technologies, Inc. Warner Technologies, Inc. provided energy
efficiency products and services in three principal areas: 1) turnkey
lighting retrofits, 2) building automation & control systems, and 3)
strategic energy planning services. These products and services were
delivered to commercial, industrial, and institutional buildings through
contracts with building owners and managers, as well as directly to
utilities for their customers' benefit. Warner Technologies, Inc. was
headquartered in Los Angeles and maintained regional offices in Boston
and San Diego.
Effective December 31, 1997, Warner Technologies, Inc. sold
substantially all of its operations to Thomas S. Hathaway and Joseph A.
Ferrari, who were then serving as President and Executive Vice
President, respectively, of Warner Technologies, Inc. On March 31,
1998, Warner Technologies, Inc. was renamed MGPX Ventures, Inc. (the
"Company"), and Messrs. Hathaway and Ferrari resigned from all of their
positions with the Company.
The Company is currently operating as a "shell" corporation, has minimal
operations, and is headquartered in Encino, California. The Company is
in the process of identifying potential merger and acquisition
candidates.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles for interim
financial information and with Regulation S-X. Accordingly, they do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion
of management, all normal, recurring adjustments considered necessary
for a fair presentation have been included. The financial statements
should be read in conjunction with the audited financial statements and
notes thereto included in the Company's Form 10-SB registration
statement, as amended, for the fiscal year ended June 30, 1998. The
results of operations for the three months and six months ended
December 31, 1998 are not necessarily indicative of the results that may
be expected for the fiscal year ending June 30, 1999.
6
<PAGE>
EARNINGS PER SHARE
During the year ended June 30, 1998, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share."
Basic earnings per share is computed by dividing income available to
common shareholders by the weighted-average number of common shares
outstanding. Diluted earnings per share is computed similar to basic
earnings per share except that the denominator is increased to include
the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional
common shares were dilutive. Diluted earnings per share are not
presented for 1998 and 1997 because common stock equivalents are
anti-dilutive.
INCOME TAXES
The Company accounts for income taxes under the asset and liability
method of accounting. Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable
to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. A
valuation allowance is required when it is less likely than not that the
Company will be able to realize all or a portion of its deferred tax
assets.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The FASB issued SFAS No. 130, "Reporting Comprehensive Income," which is
effective for financial statements with fiscal years beginning after
December 15, 1997. Earlier application is permitted. SFAS No. 130
establishes standards for reporting and display of comprehensive income
and its components in a full set of general-purpose financial
statements. The Company does not expect adoption of SFAS No. 130 to have
a material impact, if any, on its financial position or results of
operations.
The FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," effective for fiscal years
beginning after December 15, 1997. SFAS No. 131 requires a company to
report certain information about its operating segments including
factors used to identify the reportable segments and types of products
and services from which each reportable segment derives its revenues.
The Company does not anticipate any material change in the manner that
it reports its segment information under this new pronouncement.
7
<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.
MGPX VENTURES, INC.
(Registrant)
Dated: February 23, 1998 /s/ Buddy Young
--------------------------------
Buddy Young, President and Chief
Executive Officer
8
