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FORM 10-Q
--------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ............. to ............
Commission file number: 0-3338
REGENT GROUP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-1558317
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
477 MADISON AVENUE, SUITE 701
NEW YORK, NEW YORK 10022
----------------------------- ----------
(Address of principal (Zip Code)
executive offices)
212-207-4560
----------------------------------------------------
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
At June 8, 1998 there were 2,311,368 shares of Common Stock, .06 2/3 par
value, outstanding.
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<PAGE>
REGENT GROUP, INC.
INDEX
Page No.
--------
PART I -- FINANCIAL INFORMATION .................................... 1
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of
April 30, 1998 (unaudited) and
July 31, 1997 ....................................... 2 - 3
Consolidated Statements of Operations
for the Nine and Three Months Ended
April 30, 1998 and 1997 (unaudited) ................. 4
Consolidated Statements of Cash Flows
for the Nine Months Ended April 30,
1998 and 1997 (unaudited) ........................... 5 - 6
Notes to Consolidated Financial
Statements (unaudited) .............................. 7 - 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .......................................... 11 - 13
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS ..................................... 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ...................... 14
SIGNATURES ......................................................... 15
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Certain information and footnote disclosures required under generally
accepted accounting principles have been condensed or omitted from the following
consolidated financial statements pursuant to the rules and regulations of the
Securities and Exchange Commission. It is suggested that the following
consolidated financial statements be read in conjunction with the year-end
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended July 31, 1997.
The results of operations for the three and nine month period ended April
30, 1998, are not necessarily indicative of the results to be expected for the
entire fiscal year or for any other period.
-1-
<PAGE>
REGENT GROUP, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
April 30, July 31,
1998 1997
---------- --------
(Unaudited)
Current Assets:
Cash ......................................... $ 4,869 $ 76,441
Accounts receivable .......................... 43,628 --
Prepaid vendor access fee .................... 133,333 --
Prepaid expenses and other current
assets ...................................... 180,632 407,784
---------- --------
Total Current Assets .................... 362,462 484,225
---------- --------
Property, plant and equipment -- net ........... 53,951 8,687
Unamortized excess of cost over fair
value of assets acquired ..................... 1,596,077 --
Other assets ................................... 527,750 169,277
---------- --------
TOTAL ASSETS ............................ $2,540,240 $662,189
========== ========
(Continued)
See notes to consolidated financial statements.
-2-
<PAGE>
REGENT GROUP, INC.
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
April 30, July 31,
1998 1997
------------ -----------
(Unaudited)
Current Liabilities:
Short-term debt .............................. $ 1,420,450 $ 131,800
Accounts payable ............................. 650,072 --
Accrued expenses ............................. 474,678 118,158
Due to officer ............................... 280,000 100,000
Expected redemptions of common stock ......... 150,000 --
------------ -----------
Total Current Liabilities ............... 2,975,200 349,958
------------ -----------
Commitments and Contingent Liabilities
Stockholders' Equity (Deficiency):
Preferred stock, par value $1; authorized
500,000 shares (involuntary liquidation
value $777,912):
Convertible Series B, at redemption
value; issued and outstanding
65,141 shares .......................... 130,282 130,282
Cumulative Series C, par value $1,
issued and outstanding 64,763 shares ... 64,763 64,763
Common stock, par value $.06-2/3;
authorized 20,000,000 shares;
issued and outstanding 2,311,368
and 1,494,493 shares ....................... 154,167 99,682
Additional paid-in capital ................... 9,699,298 8,224,858
Accumulated deficit .......................... (10,483,471) (8,207,354)
------------ -----------
Total Stockholders' Equity
(Deficiency) .......................... (434,961) 312,231
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY) ................... $ 2,540,240 $ 662,189
============ ===========
See notes to consolidated financial statements.
-3-
<PAGE>
<TABLE>
REGENT GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Nine Months Ended Three Months Ended
April 30, April 30,
--------------------------- ----------------------------
1998 1997 1998 1997
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Sales .................................... $ 33,188 $1,203,229 $ 25,177 $ 150,743
----------- ---------- ----------- -----------
Costs and Expenses:
Cost of sales ............................ 4,102 228,236 -- 29,327
Selling, general and
administrative expenses ................ 2,029,627 1,377,541 813,084 279,122
Interest expense ......................... 275,574 96,506 223,021 10,588
Other (income) expense ................. -- (1,161) -- (1,161)
(Gain) on sale of investment ........... -- (378,130) -- --
----------- ---------- ----------- -----------
Total Costs and Expenses .......... 2,309,303 1,322,992 1,036,105 (60,254)
----------- ---------- ----------- -----------
Income (loss) before
income tax provision ..................... (2,276,115) (119,763) (1,010,928) 210,997
Minority interest in
net income (loss) of
consolidated subsidiary .................. -- (21,348) -- 7,485
----------- ---------- ----------- -----------
Income (loss) before
income tax provision ..................... (2,276,115) (98,415) (1,010,928) 218,482
Income tax provision ....................... -- -- -- --
----------- ---------- ----------- -----------
Net income (loss) .......................... $(2,276,115) $ (98,415) $(1,010,928) $ 218,482
=========== ========== =========== ===========
Net income (loss) per
common share -- basic .................... $ (1.25) $ (.09) $ (.51) $ (.19)
=========== ========== =========== ===========
Weighted average number
of common shares outstanding ............. 1,817,295 1,062,220 1,987,808 1,136,677
=========== ========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE>
REGENT GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
April 30,
---------------------------
1998 1997
----------- -----------
Cash flows from operating activities:
Net (loss) ...................................... $(2,276,115) $ (98,415)
Adjustments to reconcile net (loss) to
net cash from operating activities:
Depreciation and amortization ............... 101,140 236,246
(Gain) on sale of investment ................ -- (378,130)
(Loss) on sale of equipment ................. -- 9,459
Minority interest in (loss) of
consolidated subsidiary ................... -- (21,348)
Unpaid executive compensation ............... 180,000 112,500
Disposal of fixed assets .................... 3,737 --
Common stock issued in lieu of
payment of expenses ....................... 633,925 --
Changes in operating assets and
liabilities net of acquisition ............ 1,292,005 (69,932)
----------- -----------
Net Cash (Used in) Operating
Activities ............................ (65,308) (209,620)
----------- -----------
Cash flows from investing activities:
Purchase of property, plant and
equipment ..................................... (23,767) (144,014)
Proceeds from sale of investment ................ -- 1,458,237
Acquisition of business assets -- net of cash .. (1,063,197) --
Advance ......................................... (80,000) --
----------- -----------
Net Cash Provided by (Used in)
Investing Activities ................. (1,166,964) 1,314,223
----------- -----------
Cash flows from financing activities:
Proceeds from borrowings ........................ 998,200 504,443
Repayments of borrowings ........................ (57,500) (1,610,594)
Proceeds from sale of equipment ................. -- 36,138
Exercise of common stock warrants ............... 220,000 100,000
----------- -----------
Net Cash Provided by (Used in)
Financing Activities ................. 1,160,700 (970,013)
----------- -----------
Foreign currency translation adjustment ........... -- (10,053)
----------- -----------
Net increase (decrease) in cash and cash
equivalents ..................................... (71,572) 124,537
Cash and Cash Equivalents -- beginning
of period ....................................... 76,441 15,592
----------- -----------
Cash and Cash Equivalents -- end
of period ....................................... $ 4,869 $ 140,129
=========== ===========
(Continued)
See notes to consolidated financial statements
-5-
<PAGE>
REGENT GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued)
Nine Months Ended
April 30,
------------------------
1998 1997
---------- ---------
Changes in operating assets and liabilities:
Decrease in accounts receivable ................. $ 23,903 $ 74,440
(Increase) in inventories ....................... -- (58,364)
(Increase) decrease in prepaid expenses and
sundry receivables ............................ 349,835 (140,421)
(Increase) decrease in other assets ............. 446,424 (94,590)
Increase in accounts payable .................... 176,466 64,807
Increase in accrued expenses .................... 368,183 94,588
(Decrease) in deferred revenue .................. (25,000) (24,662)
Increase) in customer deposits .................. -- 14,270
---------- ---------
$1,292,005 $ (69,932)
========== =========
Supplementary information:
Cash paid during the year for:
Interest ................................... $ 12,000 $ 119,432
========== =========
Income taxes ............................... $ -- $ --
========== =========
Details of Acquisition:
Fair value of assets ............................ $ 594,561
Liabilities ..................................... 1,672,042
----------
Net Liabilities Assumed ................. $1,077,481
==========
Cash paid ....................................... $1,115,000
Less: cash acquired ............................. 51,803
----------
Net Cash Paid for Acquisition ........... $1,063,197
==========
See notes to consolidated financial statements.
-6-
<PAGE>
REGENT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION
The consolidated balance sheet as of April 30, 1998, the consolidated
statement of operations for the nine months ended April 30, 1998 and 1997, and
the consolidated statement of cash flows for the periods then ended have been
prepared by Regent Group, Inc. and Subsidiary (the "Company" or "Regent") and
are unaudited. In the opinion of management, all adjustments (consisting solely
of normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows for all periods presented have
been made. Certain items in the January 31, 1997 financial statements have been
reclassified to conform to January 31, 1998 classifications. The information for
July 31, 1997 was derived from audited financial statements.
2. LOSS PER COMMON AND COMMON EQUIVALENT SHARE
Loss per common and common equivalent share for the three and nine months
ended April 30, 1998 and 1997 was computed using the weighted average number of
common shares outstanding during each period. The dilutive effect of outstanding
options, warrants and common stock equivalents for the three and nine months
ended April 30, 1998 and 1997 were not considered as their effect was
antidilutive.
3. RECENT DEVELOPMENTS
a) On September 12, 1997, the Company acquired eighty (80%) percent of
the common stock of United States Lead Testing and Removal Service,
Inc. ("U.S. Lead") for $2 million. U.S. Lead markets and sells
franchises to provide lead testings, hazard assessment, in-place
management, abatement planning and monitoring to owners of commercial
and residential real estate. U.S. Lead has executed an agreement with
HFS Inc. ("HFS") to become their exclusive preferred vendor for lead
testing services for Century 21, ERA and Coldwell Banker. HFS is a
global consumer services company. Through April 30, 1998, the Company
has advanced U.S. Lead $1,115,000 toward the purchase price. The
balance of $885,000 is payable by the Company upon the successful
completion of financing.
b) On June 1, 1998 the Company executed a stock purchase agreement
between Regent and Edenfield Enterprises, Inc. ("Edenfield") to
acquire a 450-acre property in Thomaston, Georgia known as Hickory
Ridge Golf Course and Residential Community ("Hickory"). All prior
agreements relating to Hickory were terminated by mutual consent of
the parties. Hickory consists of an 18 hole championship golf course
and the balance of acreage is being developed as a gated residential
housing community composed of approximately 260 single family homes on
one acre lots. Regent will issue 4,500,000 shares of Regent common
stock in exchange for all the issued and outstanding common shares of
Edenfield.
-7-
<PAGE>
REGENT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Unaudited)
4. BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.
The Company has experienced recurring losses and negative cash flows from
operations through April 30, 1998. In addition, losses and negative cash flows
from operations have continued throughout the period subsequent to April 30,
1998.
The Company's viability as a going concern is dependent upon its ability to
obtain needed working capital through additional equity and/or debt financing.
Management is actively seeking additional capital to ensure the continuation of
its operations and for various acquisitions. The Company has partially funded
the U.S. Lead acquisition, however, there is no assurance that additional
capital will be obtained to complete the U.S. Lead transaction or the golf
course community development project. This raises substantial doubt about the
ability of the Company to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
5. ACQUISITION
On September 12, 1997, the Company acquired eighty (80%) percent of the
common stock of U.S. Lead for $2 million. The Company incurred approximately
$675,000 in expenses in connection with the acquisition. The acquisition has
been accounted for using the purchase method of accounting and, accordingly, the
purchase price was allocated to the assets purchased and the liabilities assumed
based upon their fair values at the date of acquisition. The fair value of the
assets of U.S. Lead acquired was $594,561 and the liabilities assumed totaled
$1,672,042 resulting in goodwill of approximately $1,700,000, which will be
amortized principally over ten (10) years. The operating results of the acquired
business is included in the consolidated statement of operations from the date
of acquisition.
Proforma unaudited operating information for the nine months ended April
30, 1998 and 1997 of Regent and U.S. Lead assuming the business combination has
occurred at the beginning of the respective year in which U.S. Lead was acquired
as well as at the beginning of the immediate preceding year is as follows:
Nine Months Ended
April 30,
-----------------------------
1998 1997
----------- ----------
Net sales ........................... $ 36,405 $1,556,818
Net (loss) .......................... $(2,307,159) $ (948,810)
Net (loss) per share ................ $ (1.27) $ (.89)
-8-
<PAGE>
REGENT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Unaudited)
6. DEBT
Short-term debt is as follows:
April 30, July 31,
1998 1997
---------- --------
Unsecured note, due on demand,
interest at 12% per annum (1) ............... $ 392,500 $131,800
Secured note, due March 20, 1999
Interest at 7.5% per annum (2) .............. 100,000 --
Unsecured note, due September 30,
1998, interest at 12% per annum (3) ......... 200,000 --
Unsecured note, due on demand,
interest at 12% per annum (4) ............... 50,000 --
Unsecured note, due on demand,
non-interest bearing (5) .................... 347,950 --
Unsecured note, due on demand,
interest at 12% per annum (6) ............... 50,000 --
Unsecured note, due on demand,
interest at 12% per annum (7) ............... 105,000 --
Unsecured note due January 12,
1999, interest at 8% per annum (4) .......... 175,000 --
---------- --------
$1,420,450 $131,800
========== ========
- ----------
(1) The unsecured note is payable to Mrs. Barbara Greenfield ("Mrs.
Greenfield"), wife of Mr. Marvin E. Greenfield ("Mr. Greenfield"), the
Company's President and Chief Executive Officer. In connection with this
note, Mrs. Greenfield received 48,125 shares of Regent common stock as
additional consideration.
(2) The note payable to Republic Bank is collateralized by a certificate of
deposit owned by an affiliate of Mrs. Greenfield.
(3) The unsecured note is payable to a shareholder of the Company. In
connection with this note, the unsecured shareholder received 25,000 shares
of Regent common stock as additional consideration.
(4) The unsecured note is payable to BSM, Inc., a major shareholder of Regent.
(5) The unsecured note is payable to certain officers of the Company's U.S.
Lead subsidiary.
(6) The unsecured note is payable to Mrs. Felicia Rubin ("Mrs. Rubin"),
daughter of Mr. Greenfield. In connection with this note Mrs. Rubin
received 6,250 shares of Regent common stock as additional consideration.
-9-
<PAGE>
REGENT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Unaudited)
(7) The unsecured note is payable to Mrs. V. Greenfield ("Mrs. V. Greenfield"),
mother of Mr. Greenfield. In connection with the note, Mrs. V. Greenfield
received 12,500 shares of Regent common stock as additional consideration.
7. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income". This
Statement establishes standards for reporting the display of comprehensive
income and its components in a full set of general purpose financial statements.
This statement is effective for fiscal years beginning after December 15, 1998.
The Company expects that the adoption of this statement will not have any
significant impact on the financial statements of the Company.
-10-
<PAGE>
ITEM 2. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
On February 21, 1997, the Company consummated the sale of its only
operating subsidiary, Krystal Fountain Water Company Limited ("Krystal"). The
selling price was approximately $1,600,000 resulting in a gain of approximately
$621,000. Subsequent to the sale, the Company liquidated substantially all of
its liabilities. The Company continues to pursue other investment opportunities.
The Company recently acquired an eighty (80%) percent interest in one business
and executed a stock purchase agreement to acquire a one hundred (100%) percent
interest in another business.
In September 1997, Regent acquired eighty (80%) percent of the capital
stock of U.S. Lead for a purchase price of $2,000,000 of which $1,115,000 has
been advanced toward the purchase price and the balance of $885,000 is payable
by the Company upon the successful completion of financing.
In November 1997, Regent entered into a letter of intent to acquire a fifty
(50%) percent interest in a golf course and residential community development in
Thomaston, Georgia known as Hickory Ridge Golf Course and Residential Community
("Hickory"). On June 1, 1998 this agreement was terminated by mutual consent of
the parties and a stock purchase agreement was executed between Regent (as
purchaser) and Edenfield Enterprises, Inc. ("Edenfield") (as seller) whereby
seller exchanged one hundred (100%) percent of its issued and outstanding shares
of common stock for 4,500,000 common shares of Regent. Edenfield is the sole
owner of Hickory, a 450-acre property which consists of an 18 hole championship
golf course of which nine holes were completed Labor Day 1996 and have been open
for play since that time. The second nine holes are anticipated to be open on or
about July, 1998. The balance of acreage is being developed as a gated
residential community composed of approximately 260 single family homes on one
acre lots. Edenfield will become a wholly-owned subsidiary of Regent and will
engage in golf-real estate related activities primarily in the southeastern
United States.
The Company's viability as a going concern is dependent upon its ability to
obtain needed working capital through additional equity and/or debt financing.
The Company has borrowed funds from stockholders of the Company to meet
obligations on the U.S. Lead acquisition. Management is actively seeking
additional capital to ensure the continuation of its operations and for the
various acquisitions. The Company has partially funded the U.S. Lead
acquisition, however, there is no assurance that additional capital will be
obtained to complete the U.S. Lead transaction or the golf course community
development project. This raises substantial doubt about the ability of the
Company to continue as a going concern.
-11-
<PAGE>
ITEM 2. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--(Continued)
RESULTS OF OPERATIONS
1998 COMPARED TO 1997
On September 27, 1997, Regent acquired eighty (80%) percent of the common
stock of U.S. Lead. The Company currently operates its business through U.S.
Lead. The consolidated financial statements for 1997 include the accounts of the
Company and its eighty (80%) percent owned subsidiary from the date of
acquisition.
The Company previously operated its business through Krystal. The Company
acquired Krystal in October 1993. In November 1995, Krystal acquired
substantially all the net assets of Water Express. Regent's investment in
Krystal was reduced to fifty (50%) percent as a result of the acquisition. On
February 21, 1997, Regent sold its investment in Krystal. The consolidated
financial statements for 1997 include the accounts of the Company and its
subsidiary through the sale date.
NINE MONTHS ENDED APRIL 30, 1998 VS. NINE MONTHS ENDED APRIL 30, 1997
SALES
Sales decreased from $1,203,229 for the nine months ended April 30, 1997 to
$33,188 for the nine months ended January 31, 1998. The Company attributes the
decrease primarily to the sale of its only operating subsidiary in February
1997. U.S. Lead, the Company's recent acquisition, commenced operations in
January 1998 and very few sales have been generated.
COST OF SALES
Cost of sales decreased from $228,236 for the nine months ended April 30,
1997 to $4,102 for the nine months ended April 30, 1998. The Company attributes
the decrease primarily to the reasons described above.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased from $1,377,541 for
the nine months ended April 30, 1997 to $2,029,627 for the nine months ended
April 30, 1998. The Company attributes the increase primarily to increases in
professional fees and consulting fees in pursuing new acquisitions and increases
in marketing expenses to launch the new program for U.S. Lead in January 1998.
INTEREST EXPENSE
Interest expense increased from $96,506 for the nine months ended April 30,
1997 to $275,574 for the nine months ended April 30, 1998. The Company has
recently incurred debt to finance the investment in U.S. Lead and help
contribute to Regent's overhead expenses.
THREE MONTHS ENDED APRIL 30, 1998 VS. THREE MONTHS ENDED APRIL 30, 1997
SALES
Sales decreased from $150,743 for the three months ended April 30, 1997 to
$25,177 for the three months ended April 30, 1998. The Company attributes the
decrease primarily to the reasons described in the nine month analysis.
COST OF SALES
Cost of sales decreased from $29,237 for the three months ended April 30,
1997 to $ -0- for the three months ended April 30, 1998. The Company attributes
the decrease primarily to the reasons described above.
-12-
<PAGE>
ITEM 2. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--(Continued)
THREE MONTHS ENDED APRIL 30, 1998 VS. THREE MONTHS ENDED APRIL 30, 1997--
(Continued)
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased from $279,122 for
the three months ended April 30, 1997 to $813,084 for the three months ended
April 30, 1998. The Company attributes the increase to the reasons described in
the nine month analysis.
INTEREST EXPENSE
Interest expense increased from $10,588 for the three months ended April
30, 1997 to $223,021 for the three months ended April 30, 1998. The Company
attributes the increase to the reasons described in the nine month analysis.
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL
RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE DISCUSSED HEREIN. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED UNDER THE
"BUSINESS", "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS", AND "RISKS AND UNCERTAINTIES" CAPTIONS IN THE COMPANY'S
FORM 10-K FOR THE YEAR ENDED JULY 31, 1997.
-13-
<PAGE>
E PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: Exhibit 27.1 Financial Data Schedule.
(b) There were no Current Reports on Form 8-K filed by the registrant
during the quarter ended April 30, 1998.
-14-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.
REGENT GROUP, INC.
(Registrant)
Date: June 12, 1998 By: /s/ MARVIN E. GREENFIELD
----------------------------------------
Marvin E. Greenfield, President and
Treasurer Duly Authorized Officer of the
Registrant (Principal Financial Officer)
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
REGENT GROUP INC. AND SUBSIDIARY FINANCIAL STATEMENTS AT APRIL 30, 1998
AND THE NINE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-END> APR-30-1998
<CASH> 4,869
<SECURITIES> 0
<RECEIVABLES> 43,628
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 362,462
<PP&E> 129,095
<DEPRECIATION> 75,145
<TOTAL-ASSETS> 2,540,240
<CURRENT-LIABILITIES> 2,975,200
<BONDS> 0
0
195,045
<COMMON> 154,167
<OTHER-SE> (784,173)
<TOTAL-LIABILITY-AND-EQUITY> 2,540,240
<SALES> 33,188
<TOTAL-REVENUES> 33,188
<CGS> 4,102
<TOTAL-COSTS> 2,033,729
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 275,574
<INCOME-PRETAX> (2,276,115)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,276,115)
<EPS-PRIMARY> (1.25)
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