SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997.
Commission File Number 0-9455
ATLANTIC INDUSTRIES, INC.
(Name of small business issuer in its charter)
Colorado 13-3045713
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
38 South Audley Street
Mayfair, London, England W1Y 5DH
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (011 44 171) 629-7617
Not Applicable
----------------------------------------------------
(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 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that registrant was required to file such reports), and (2)
has been subject to filing requirements for the past 90 days. Yes [X] No ___
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. As of August 5, 1997, there
were 192,996 shares of the issuer's $.01 par value common stock outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ATLANTIC INDUSTRIES, INC.
BALANCE SHEET
June 30, 1997 and December 31, 1996
(unaudited)
June 30, December 31,
1997 1996
---- ----
ASSETS OF BUSINESS TRANSFERRED
UNDER CONTRACTUAL ARRANGEMENT
(net of valuation allowance) ..................... $ 3,320 $ 3,320
========= =========
CURRENT LIABILITIES
Accounts Payable and accrued expenses ............ $ 33,009 $ 20,561
Due to Shareholder ............................... 9,550 491
Liabilities of business transferred under
contractual arrangement ........................ 159,145 159,145
--------- ---------
TOTAL LIABILITIES ................................ 201,704 180,797
--------- ---------
SHAREHOLDERS' EQUITY
Preferred stock, $.01 par value; authorized
10,000,000 shares; 0 shares issued and outstanding
Common stock $.01 par value; authorized
40,000,000 shares; 192,996 shares issued and
outstanding ...................................... 1,930 1,930
Paid-in capital .................................. (138,227) (138,227)
Accumulated deficit .............................. (62,087) (40,580)
--------- ---------
Total shareholders' deficit ...................... (198,384) (176,877)
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY ........................................... $ 3,320 $ 3,320
========= =========
See Notes to financial statements.
2
<PAGE>
<TABLE>
ATLANTIC INDUSTRIES, INC.
STATEMENT OF OPERATIONS
For the Three Months and Six Months Ended June 30, 1997 and 1996
(unaudited)
<CAPTION>
Three Months ended Six Months ended
June 30, June 30,
------------------ ------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales ....................... $ -- $ -- $ -- $ --
Operating costs ................. (6,923) -- (21,507) --
--------- ---------- --------- ----------
Loss from continuing operations . (6,923) -- (21,507) --
Other income (loss) ............. -- -- -- --
--------- ---------- --------- ----------
Loss from continuing operations
before provision for income taxes (6,923) -- (21,507) --
Provision for income taxes ...... -- -- -- --
--------- ---------- --------- ----------
NET LOSS ........................ (6,923) -- (21,507) --
========= ========== ========= ==========
Loss per share (cents) .......... (0.04) -- (0.11) --
Average number of shares
outstanding ..................... 192,996 -- 192,996 --
========= ========== ========= ==========
</TABLE>
Figures for period to June 30, 1996 are from inception on January 31, 1996.
See Notes to financial statements.
3
<PAGE>
<TABLE>
ATLANTIC INDUSTRIES, INC.
STATEMENT OF CASH FLOWS
For the Three Months and Six Months Ended June 30, 1997 and 1996
(unaudited)
<CAPTION>
Three Months Six Months
ended June 30, ended June 30,
------------------ ----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss ...........................................$ (6,923) $ -- $(21,507) $ --
Adjustments to reconcile net loss to Net Cash
Provided by Operating Activities:
Change in Operating Assets and Liabilities:
Accounts Receivable and Other Debtors ........... -- -- -- --
Increase/(Decrease) in Liabilities:
Accounts payable and Accrued Expenses ........... 4,423 -- 12,448 --
-------- --------- -------- ---------
Total Adjustments .................................. 4,423 -- 12,448 --
-------- --------- -------- ---------
NET CASH - OPERATING ACTIVITIES .................... (2,500) -- (9,059) --
FINANCING ACTIVITIES
New short-term loans ............................... 2,500 -- 9,059 --
Repayment of loans ................................. -- -- -- --
-------- --------- -------- ---------
NET CASH - FINANCING ACTIVITIES .................... 2,500 -- 9,059 --
NET (DECREASE)/INCREASE IN CASH
AND CASH EQUIVALENTS ............................. -- -- -- --
CASH AND CASH EQUIVALENTS -
BEGINNING ........................................ -- -- -- --
-------- --------- -------- ---------
CASH AND CASH EQUIVALENTS - END .................... -- -- -- --
======== ========= ======== =========
</TABLE>
Figures for period to June 30, 1996 and from inception on January 31, 1996.
See Notes to financial statements.
4
<PAGE>
ATLANTIC INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
(REVISED AND UNAUDITED)
The balance sheet as of June 30, 1997, the statements of operations for the
three months and six months ended June 30, 1996 and 1997, and the statement of
cash flows for the three months and six months ended June 30, 1996 and 1997 have
been prepared by Registrant without audit in accordance with generally accepted
accounting principles for interim financial information and the rules and
regulations of the Securities and Exchange Commission. Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. The accompanying unaudited interim financial statements
include all adjustments (consisting only of those of a normal recurring nature)
which in the opinion of management are necessary for a fair statement of the
results for the interim periods.
It is suggested that these financial statements be read in conjunction with
the financial statements and notes thereto included in Registrant's Form 10-KSB
for the year ended December 31, 1996.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION
A Shareholders' deficit of $198,384 existed at June 30, 1997. Of this total
$164,665 derives from the agreement entered into on July 22, 1996 when Little
Prince Productions, Ltd. ("Little Prince") transferred all of its shares in its
wholly owned subsidiary LPPL Corp. ("LPPL"). Under the terms of the agreement,
in certain circumstances it would be possible for the shares transferred to
revert to the then shareholders of Little Prince. Due to this, Little Prince is
deemed not yet to have transferred the risks of LPPL's business to the
purchaser. In accordance with the Securities and Exchange Commission's (the
"SEC") SAB Topic 5E the assets and liabilities of LPPL's business remain merged
on the balance sheet of the Company at June 30, 1997 and the gain on the
disposal of LPPL of $164,665 has been deferred until after July 22, 1997, the
date completion of the disposition occurred.
RESULTS OF OPERATIONS
Costs in the quarter to June 30, 1997 primarily related to audit,
accounting and legal costs related to the preparation and filing of various
reports required by the SEC.
FUTURE LIQUIDITY AND CAPITAL RESOURCES
The Company remains determined to acquire through the issuance of
additional shares a suitable business or businesses and/or obtain additional
funds through the sale of common stock in public or private transactions.
Pending completion of such a transaction, the Company has no revenue and
accordingly in the short term is dependent on continued loans from a major
shareholder.
Registrant had no material commitments for capital expenditure at either
June 30, 1997 or at December 31, 1996.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed herewith: None
(b) Forms 8-K filed in quarter: None
6
<PAGE>
SIGNATURES
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.
ATLANTIC INDUSTRIES, INC.
Dated: August 13, 1997 By /s/ P. N. Chapman
---------------------------------------
P. N. Chapman, Chief Financial Officer,
duly authorized to sign this report on
its behalf
7
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 0
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<BONDS> 0
0
0
<COMMON> 1,930
<OTHER-SE> (196,454)
<TOTAL-LIABILITY-AND-EQUITY> 3,320
<SALES> 0
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<OTHER-EXPENSES> 21,507
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<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (21,507)
<INCOME-TAX> 0
<INCOME-CONTINUING> (21,507)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (21,507)
<EPS-PRIMARY> (.11)
<EPS-DILUTED> (.11)
</TABLE>
