UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/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 May 31, 1999
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MCC CATERING INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 22-3642435
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 108th Avenue - Suite 730
City Center, Bellevue, WA 98004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (425) 990-6407
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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 May 31, 1999, the following shares of the Registrant's
common stock were issued and outstanding:
6,000,000 shares of voting common stock
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INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . .3
CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . .4
CONDENSED CONSOLIDATED INCOME STATEMENT. . . . . . . .5
STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . .6
Note 1. NATURE OF BUSINESS AND SIGNIFICANT
ACCOUNTING POLICIES. . . . . . . . . . . . .8
Note 2. USE OF OFFICE SPACE. . . . . . . . . . . . .8
Note 3. EARNINGS PER SHARE . . . . . . . . . . . . .8
Note 4. LIQUIDITY . . . . . . . . . . . . . . . . . 9
Note 5. CONTRIBUTED SERVICES . . . . . . . . . . . .9
Note 6. SUBSEQUENT EVENTS . . . . . . . . . . . . . 9
Item 2. Management's Discussion And Analysis or Plan of
Operations. . . . . . . . . . . . . . . . . . . . . .11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 15
Item 2. Changes in Securities. . . . . . . . . . . . . . . . 15
Item 3. Defaults upon Senior Securities. . . . . . . . . . . 15
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . 15
Item 5. Other information. . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 15
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 16
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PART I - FINANCIAL INFORMATION
To the Board of Directors of MCC CATERING INC.
We have reviewed the accompanying balance sheet of MCC Catering
Inc., (a development stage company) as of May 31, 1999 and the
related statements of operations and accumulated deficit, and
cash flows for the three months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued
by the American Institute of Certified Public Accountants. All
information included in these financial statements is the
representation of the management of MCC Catering Inc.
A review consists principally of inquiries of Company personnel
and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements in order for them to be in conformity with generally
accepted accounting principles.
Dated: New York, New York
July 20, 1999
MCC CATERING INC. INC.
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
As Of As Of
May 31, 1999 Feb. 28, 1999
(Unaudited) (Audited)
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<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 $50
Accrued Expenses 16,463 0
_________ ________
Total Current Liabilities 16,463 $50
_________ ________
Total Liabilities $16,463 $50
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding
6,000,000 Shares 6,000 4,000
Additional Paid in Capital 34,850 0
Deficit Accumulated During the
Development Stage ( 57,313) ( 4,050)
_________ ________
Total Stockholders' Equity ( 0) ( 0)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $0 $0
</TABLE>
The accompanying notes and accountant's report are an integral
part of these financial statements.
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MCC CATERING INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
<TABLE>
For the 3 Mos Ended For the 3 Mos Ended
May 31 February 28
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
TOTAL REVENUES: $ 0 $ 0 $ 0 $ 0
OPERATING EXPENSES:
Accounting 1,500 0 2,400 0
Legal 2,500 0 15,000 0
Rent Expense (Note 2) 600 0 600 0
Filing Fee 13 13 12 0
Contributed Svcs
(Note 5) 15,000 0 0 0
Other Start Up Costs 0 0 0 0
________ _______ ________ ________
NET LOSS (19,613) (13) (18,012) 0
NET LOSS PER SHARE (.01) 0 (.01) 0
Weighted Average
Number of Shares
Outstanding 6,000,000 4,000,000 5,622,222 4,000,000
</TABLE>
The accompanying notes and accountant's report are an integral
part of these financial statements.
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MCC CATERING INC.
STATEMENT OF CASH FLOWS (unaudited)
<TABLE>
For the 3 mos For the 3 mos
Ended Ended
to to
May 31, 1999 May 30, 1998
________________________________________
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $(19,613) 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 (4,013)
________ ________
Total Adjustments (4,013) N/A
Net Cash Used in
Operating Activities (15,600)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Additional Paid in Capital
Contributed by Shareholder 15,600
________ _______
Net Cash Provided
by Financing Activities 15,600
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.
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MCC CATERING INC.
NOTES TO FINANCIAL STATEMENTS
MAY 31, 1999
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Description of Company
MCC CATERING INC.,("the Company") is a for-profit corporation,
incorporated under the laws of the State of Delaware on December
31, 1996. MCC Catering Inc., is a developmental stage company
whose principal objective is to develop a chain of "fast food"
outlets throughout cities in the United Kingdom.
B. Basis of Presentation
Financial statements are prepared on the accrual basis of
accounting. Accordingly, revenue is recognized when earned and
expenses when incurred.
C. 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 and 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 4.
NOTE 2 - USE OF OFFICE SPACE
The Company uses 250 square feet of space for its executive
offices at City Tower, 40 Basinghall Street, London, UK which it
receives from one of its shareholders at no cost. The fair
market value of this office is $200 per month, which is reflected
as an expense with a corresponding credit to additional paid-in
capital.
NOTE 3 - EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED
MAY 31, 1999
Net Loss Per Share $ (0.01)
NOTE 4 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
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 May 31,
1999 no revenue and a net loss from operations of $57,313. As
of May 31, 1999, the Company had a net capital deficiency of
$16,463.
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 of its fast food restaurants. It is not anticipated
that the Company will be able to meet its financial obligations
through internal net revenue in the foreseeable future. MCC
Catering 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. See Note 6.
NOTE 5 - CONTRIBUTED SERVICES
On March 1, 1999 two of the Company's officers began rendering
services on behalf of the company at no cost. The fair market
value is $2,500 per officer per month. Each amount is reflected
as an expense with a corresponding credit to additional paid in
capital.
NOTE 6 - SUBSEQUENT EVENT AND RELATED PARTY TRANSACTION
Glen Investments Ltd. is a shareholder of Astrid Property
Holdings Ltd., which is a shareholder of MCC Catering Inc. (MCC).
Glen Investments has agreed to supply funds up to $75,000 to MCC
to cover MCC's financial obligations.
Subsequent to that, there is no guarantee or assurance that Glen
Investments will advance MCC any further funds or that MCC will
be able to raise any additional funds to meet its financial
obligations.
MCC anticipates that its capital resources, as provided through
its management with Glen Investments, will permit the company to
maintain its current implemented operations for at least twelve
(12) months.
As of May 31, 1999, no amount was outstanding on this loan. In
June 1999, $12,500 was advanced.
The loan is not evidenced by a note. The informal agreement
calls for no payment of interest. MCC intends to repay the loan
out of any fundraising that it may carry out or when the company
achieves sustainable revenue.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
RESULTS OF OPERATIONS
The Company is a development stage company. The Company's goal
is to develop its fast food restaurant concept in the three key
areas. Those areas are Chinese restaurants, called Shanghai
Express, Indian restaurants, called Bombay Express, and Thai
restaurants, called Bangkok Express. The Company has not decided
whether to create a restaurant which incorporates all three Asian
food themes or to create separate restaurants for each of the
three Asian food groups. Factors which management will consider
in such a determination will center on the cost involved in
consolidating all three Asian food groups into one restaurant and
the appeal such a concept would have to the consumer. The Company
believes that the development of its concept would be most
effective by merging or forming an alliance with another business
entity which has experience in the industry.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
sustain its business operations or achieve material profits.
The Company intends to acquire or complete a business acquisition
after it has developed its fast food chain concept and conducted
sufficient research to structure its organization and operations.
An acquisition shall be undertaken only at such time when the
Company has raised sufficient funds. There is no guarantee
however that the Company will raise sufficient funds or that its
business plan will succeed.
The Company believes that its management's successful business
acumen and its unique Asian fast food concept will attract
potential businesses for the purpose of forming an alliance and
developing the concept further. There can be no guarantee or
assurance however that the Company will be able to attract
another entity for such purposes. There is also no guarantee or
assurance that any other entity will be willing to sell its
assets or business for the Company's common stock in order to
merge with the Company since the Company's common stock has no
trading market and very little market value.
There is no certainty that the Company's business operations will
be successful or profitable. There is also no certainty that the
Company will be able to operate a successful business. Potential
investors are alerted that the investment in the Company is
highly speculative and involves a high degree of risk.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business
opportunity based on management's business judgment.
Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the
Company's directors will forego any compensation until such time
as the Company begins to generate sufficient investment in the
Company to cover such expenses. For the most recent quarter,
the Company's expenditures were primarily for legal and
accounting costs. The Company had no revenues in the most recent
fiscal quarter.
Because the Company lacks funds, 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.
In the opinion of management, 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 and develops its Asian food concept. At that time,
management will evaluate the possible effects of inflation on the
Company as it relates to its business and operations.
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.
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 acquisition.
In such an instance, all shareholders are to be treated equally.
This policy is upheld by the inclusion of a resolution of the
Board of Director's of the Company, contained in the Company's
minutes. In the event management wishes to 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, this would need to be disclosed to the
Board of Directors and entered into the Company's minutes. The
company's shareholders will be afforded an opportunity to approve
or consent to any particular stock buy-out transaction or merger.
The Company has not located any probable candidates to form an
alliance or conduct a merger because it is still seeking to
identify probable locations to open a test restaurant, and to
develop its business. While the Company is doing this,
management believes that it would not be advantageous to seek to
engage in any substantive discussion with potential candidates.
Management would rather identify its preferred site of operations
prior to engaging into any discussions with other entities for
the purpose of forming an alliance or conducting a merger.
LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
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
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. The
Company 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
develop its concept and locate a business acquisition in order to
maximize the benefit of ownership by shareholders in the Company.
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.
Further, the Company's directors will forego any compensation
until such time as the Company begins to generate sufficient
income to cover such expenses. However, if the Company engages
outside advisors or consultants in search for business
opportunities, it may be necessary for the Company to attempt to
raise additional funds.
The Company anticipates that its capital resources, as provided
through its arrangement with Glen Investments, will permit the
company to maintain its current implemented operations for at
least twelve (12) months. Glen Investments has indicated to the
Company that it will advance up to $75,000.00 to cover the
Company's financial obligations. Subsequent to that, there is no
guarantee or assurance that Glen Investments will advance the
Company any further funds or that the Company will be able to
raise any additional funds to meet its financial obligations.
In the event the Company is unable to raise additional funds
through debt or equity funding, the Company will seek to
consummate a merger with another entity to take over the
Company's operations and to finance the Company's business plan.
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.
The Company will inquire, assess and determine the effects of the
Year 2000 problem on any entity which the Company seeks to form
and alliance or merger. In the event the Company determines that
such entity has not taken sufficient steps to resolve or address
the Year 2000 problem, than the Company will consider such
actions or omissions accordingly and decided whether it will
proceed to engage in any business relationship with such entity.
<PAGE>
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are currently no pending legal proceedings against the
company.
Item 2. Changes in Securities
There has been no change in the Company's securities since the
filing of its Form 10-12G.
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 or reports on Form 8-K attached hereto.
<PAGE>
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
MCC CATERING INC.
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(Registrant)
Date: July 22, 1999
By: /s/ B.R. PARKER
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President
