UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
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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 April 30, 1999
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LEISURE CONCEPTS INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-4032991
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
20 Purple Martin Drive
Hackettstown, New Jersey 07840
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number 908-813-0418
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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 April 30, 1999, the following shares of the Registrant's
common stock were issued and outstanding:
8,332,000 shares of voting common stock
Traditional Small Business Disclosure (check one): Yes X No
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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. . . . . . . . . . . . .9
Note 3. EARNINGS PER SHARE . . . . . . . . . . . . .9
Note 4. LIQUIDITY . . . . . . . . . . . . . . . . . 9
Note 5. SUBSEQUENT EVENTS . . . . . . . . . . . . .10
Item 2. Management's Discussion And Analysis or Plan of
Operations. . . . . . . . . . . . . . . . . . . . . .11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 16
Item 2. Changes in Securities. . . . . . . . . . . . . . . . 16
Item 3. Defaults upon Senior Securities. . . . . . . . . . . 16
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . 17
Item 5. Other information. . . . . . . . . . . . . . . . . . 17
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 17
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 18
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PART I - FINANCIAL INFORMATION
To the Board of Directors of Leisure Concepts International Inc.
Hackettstown, NJ
We have reviewed the accompanying balance sheet of Leisure
Concepts International Inc., (a development stage company) as of
April 30, 1999 and the related statements of loss 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 Leisure
Concepts International 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
June 21, 1999
LEISURE CONCEPTS INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
As Of As Of
April 30, 1998 Jan. 31, 1999
(Unaudited) (Audited)
--------------------------------
<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 $0
Accrued Expenses 4,013 13,500
_________ ________
Total Current Liabilities 4,013 13,500
Loan Payable 13,500 0
_________ ________
Total Liabilities 17,513 13,500
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding
6,000,000 Shares 8,332 8,332
Additional Paid in Capital 129,338 77,238
Deficit Accumulated During the
Development Stage (115,183) (99,070)
_________ ________
Total Stockholders' Equity (17,513) (13,500)
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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LEISURE CONCEPTS INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
<TABLE>
For the 3 Mos Ended For the 3 Mos Ended
April 30 January 30
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
TOTAL REVENUES: $ 0 N/A 0 N/A
OPERATING EXPENSES:
Accounting 1,500 N/A 3,500 N/A
Legal 2,500 10,000
Rent Expense (Note 2)2,100 8,400
Filing Fee 13 50
Contributed Svcs
(Note 6) 50,000 46,020
Other Start Up Costs 0 200
________ _______ ________ ________
NET LOSS (56,113) N/A (68,170) N/A
NET LOSS PER SHARE (.01) (.03)
Weighted Average
Number of Shares
Outstanding 6,000,000 6,000,000
</TABLE>
The accompanying notes and accountant's report are an integral
part of these financial statements.
<PAGE>
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LEISURE CONCEPTS INTERNATIONAL INC.
STATEMENT OF CASH FLOWS (unaudited)
<TABLE>
For the 3 mos For the 3 mos
Ended Ended
to to
April 30, 1999 April 30, 1998
________________________________________
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $(56,113) 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 (9,487)
________ ________
Total Adjustments (9,487) N/A
Net Cash Used in
Operating Activities (65,600)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in Loan Payable 13,500
Additional Paid in Capital
Contributed by Shareholder 52,100
________ _______
Net Cash Provided
by Financing Activities 65,600
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.
<PAGE>
<PAGE>
LEISURE CONCEPTS INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1999
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Description of Company
LEISURE CONCEPTS INTERNATIONAL INC.("the Company") is a for-
profit corporation, incorporated under the laws of the State of
Delaware on December 29, 1995. Leisure Concepts International
Inc. is a developmental stage company whose principal objective
is to provide all-inclusive travel services to recognized
destinations worldwide. It will focus on three specific areas:
online travel services, European cruises, and European
vacation ownership.
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
On February 1, 1998, the Company began using office space for its
executive offices at two locations, both of which it receives
from two of its shareholders at no cost. The fair market value
of the 200 square foot office at 11 Waterloo Place, London UK is
$400 per month. The fair market value of the 200 square foot
ofice at 20 Purple Martin Drive, Hackettstown, New Jersey is $300
per month. Each amount is reflected as an expense with a
corresponding credit to additional paid in capital.
NOTE 3 - EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED
APRIL 30, 1999
Net Loss Per Share $ (0.03)
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 April 30,
1999 no revenue and a net loss from operations of $155,183. As
of April 30, 1998, the Company had a net capital deficiency of
$17,513.
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 telecommunications operations. It is not
anticipated that the Company will be able to meet its financial
obligations through internal net revenue in the foreseeable
future. Leisure Concepts International, 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.
NOTE 5 - PURCHASE OF LEISURE CONCEPTS INTERNATIONAL LTD.
On November 12, 1998, the Company entered into an agreement
whereby it agreed to purchase 100 percent of the issued and
outstanding stock of Leisure Concepts International Ltd., a
company incorporated under the laws of England. Leisure Concepts
International Ltd is a developmental stage company with no assets
or liabilities as of October 31, 1998. Under the agreement, the
Company's 11,000,000 then outstanding shares underwent for a one-
for-15 reverse split into 732,000 shares. The Company then
issued 7,400,000 post reverse split shares with a par value of
$7,400 to the shareholders of Leisure Concepts International Ltd
in exchange for 100 percent of the issued and outstanding stock
of Leisure Concepts International Ltd. An additional 200,000
shares of post-reverse split shares were issued to consultants in
connection with the purchase. After the purchase, the Company
had 8,332,000 shares of stock outstanding.
NOTE 6- CONTRIBUTED SERVICES
Four of the Company's officers render services on behalf of the
company at no cost. The fair market value is $4,167 per officer
per month. Each amount is reflected as an expense with a
corresponding credit to additional paid in capital.
NOTE 7 - LOAN PAYABLE
During the three months ended April 30, 1999, Glen Investments
paid $13,500 of liabilities on behalf of Leisure Concepts
International Inc. Glen Investments is owned by one of the
officers of LCI. The loan is not evidenced by a note. The
informal agreement calls for non payment of interest. LCI
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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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
RESULTS OF OPERATIONS
The Company is a development stage company. Its principal
business as an integrated travel group is to provide all-
inclusive travel services to recognized destinations worldwide
and to destinations which have not been traditionally serviced by
other travel service companies.
The Company intends to implement its plan by fostering joint
ventures in a number of specialized areas. The Company is
developing its existing operations acquired through the
acquisition of Leisure Concepts International Ltd., and will
utilize the available management expertise to become a leading
operator in the constantly evolving travel and tourism industry.
The Company will focus its efforts in three specific areas: on-
line travel services, European cruises and European vacation
ownership. These areas have been underdeveloped by other
competitors in the travel industry and provide the Company with
the best opportunity to develop a solid market position.
Integral to the Company's success is the development of the
internet travel channel which will facilitate the Company's
ability to field customer demand.
The Company's plans are by no means simple and investors are
alerted that any investment in the Company is complex and risky.
There can be no assurance that the Company will succeed in its
efforts or maintain a profitable business. 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.
The present operation of the company mainly encompasses
developing the Company's infrastructure and its reporting and
operating systems which will be the main asset for the company's
operation. The Company also is attempting to develop contacts in
the industry for the purpose of developing future associations
with travel operators. The Company is also assessing the costs
associated with the production of holiday and travel brochures,
promotional literature to travel industry related associations
and consumers. Additionally, other marketing avenues are
currently being assessed by the Company including radio,
television, internet and bill board campaigns. The Company is
also seeking to develop and establish brand names for the various
travel packages which the Company hopes to offer.
There are no proposals, arrangements or understandings currently
between the Company and any other party in regard to such an
acquisition.
The Company is aware of the competitiveness within the travel
industry which has grown more intense with the development of the
internet. The Company plans to aggressively market its service
through all mediums, including radio, television, internet and
bill board campaigns in order to maximize its entry into the
industry and to remain competitive. It is also planned that the
Company will seek to develop packages which are not currently
marketed by other major competitors in the industry for the
purpose of obtaining a share of such underdeveloped markets. The
Company is currently researching and examining which
underdeveloped markets it should target and will evaluate the
possibility of success in those markets accordingly.
During the next twelve months, the Company intends on developing
the its infrastructure and its reporting and operating systems
which will be the main asset for the company's operation.
The Company intends on acquiring niche profitable businesses
within the travel industry in order to enhance itself. Tour
operators serving underdeveloped areas of the travel industry
will be sought to be acquired by the Company for the purpose of
targeting less competitive destinations. Areas to be developed
include cruises, vacation ownership plans and internet travel web
sites.
The Company also seeks to develop an internet travel channel
which will offer flights, hotel reservations, package holidays,
car rentals, destination information, weather reports and a
holiday auction service. The site will be developed by
integrating services that the group will be acquiring in its
consolidation strategy, in addition to providing the ability to
independent tour operators to have their brochures featured on
the site. Once established, the site expects to take a
reasonable share of the travel agent market in the United Kingdom
by offering lower cost service to the tour operators than that
which they are currently paying to the traditional retailing
channels.
There is no guarantee that the Company's plans will be
successful. Additionally, as the Company has minimal liquidity,
there is no guarantee that it will be able to sustain its
operations over the next twelve (12) months if it cannot achieve
its stated goals.
YEAR 2000 DISCLOSURE
Many currently installed computer systems and software products
are coded to accept only two digit entries in the date code field
and cannot distinguish 21st century dates from 20th century
dates. These date code fields will need to distinguish 21st
century dates from 20th century dates and, as a result, many
companies' software and computer systems may need to be upgraded
or replaced in order to comply with such "Year 2000"
requirements.
The Company is in the process of assessing the Year 2000 issue
and expects to complete its program by the spring of 1999. The
Company has not incurred material costs to date in this process,
and currently does not believe that the cost of additional
actions will have a material effect on results of operations or
financial condition. The Company believes that its systems are
Year 2000 compliant in all material respects and that it has
taken every precaution to insure the same. However, the Year
2000 issue is a very uncertain one and the Company cannot
guarantee that its current systems and products may contain
undetected errors or defects with Year 2000 date functions that
may result in material costs.
The Company is not aware of any material operational issues or
costs associated with preparing our internal systems for the Year
2000. The Company may experience serious unanticipated negative
consequences or material costs caused by undetected errors or
defects in the technology used in its internal systems. In
addition, the Company utilizes third-party equipment, software
and content, including non-information technology systems ("non-
IT systems"), such as its security system, building equipment and
non-IT systems embedded micro-controllers that may not be Year
2000 compliant. The Company is in the process of developing a
plan to assess whether these third parties are adequately
addressing the Year 2000 issue and whether any of its non-IT
systems have material Year 2000 compliance problems. Failure of
such third-party equipment, software or content to operate
properly with regard to the Year 2000 issue could require the
Company to incur unanticipated expenses to remedy any problems,
which could have a material adverse effect on its business,
results of operations, and financial condition. The Company has
not yet fully developed a comprehensive contingency plan to
address situations that may result if it is unable to achieve
Year 2000 readiness of its critical operations. The cost of
developing and implementing such a plan may itself be material.
Finally, the Company is also subject to external forces that
might generally affect industry and commerce, such as utility or
transportation company Year 2000 compliance failures and related
service interruptions.
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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 10SB-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.
LEISURE CONCEPTS INTERNATIONAL, INC.
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(Registrant)
Date: June 21, 1999
By: /s/ R.J. Peel
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President
