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FORM 10-Q
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 October 31, 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.
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(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 December 1, 1998 there were 2,353,869 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
Balance Sheets as of October 31, 1998
(unaudited) and July 31, 1998 ....................... 2 - 3
Statements of Operations
for the Three Months Ended
October 31, 1998 and 1997 (unaudited) ............... 4
Statements of Cash Flows
for the Three Months Ended October 31,
1998 and 1997 (unaudited) ........................... 5 - 6
Notes to Consolidated Financial
Statements (unaudited) .............................. 7 - 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .......................................... 12 - 15
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS ..................................... 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ...................... 16
SIGNATURES ......................................................... 17
<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
financial statements pursuant to the rules and regulations of the Securities and
Exchange Commission. It is suggested that the following 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, 1998.
The results of operations for the three-month period ended October 31,
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.
BALANCE SHEETS
ASSETS
October 31, July 31,
1998 1998
----------- --------
(Unaudited)
Current Assets:
Cash $ 1,658 $ 4,111
Notes receivable 1,332,289 97,898
Prepaid expenses and other current
assets 90,459 210,557
---------- ----------
Total Current Assets 1,424,406 312,566
---------- ----------
Property, plant and equipment - net 3,210 3,558
Advances -- 1,131,100
---------- ----------
TOTAL ASSETS $1,427,616 $1,447,224
========== ==========
See notes to financial statements.
-2-
<PAGE>
REGENT GROUP, INC.
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
October 31, July 31,
1998 1998
---------- --------
(Unaudited)
Current Liabilities:
Short-term debt $ 1,280,000 $1,157,500
Accrued expenses 297,500 211,329
Due to officer 405,000 342,500
----------- ----------
Total Current Liabilities 1,982,500 1,711,329
----------- ----------
Commitments and Contingent Liabilities
Stockholders' 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 2,353,869 and
2,351,993 shares 157,003 156,878
Additional paid-in capital 9,501,269 9,500,101
Deficit (10,408,201) (10,116,129)
----------- ----------
Total Stockholders' Deficiency (554,884) (264,105)
----------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY $ 1,427,616 $1,447,224
=========== =========
See notes to financial statements.
-3-
<PAGE>
REGENT GROUP, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
October 31,
-----------------------------
1998 1997
---------- -----------
Revenues: $ -- $ 3,726
---------- -----------
Sales
Costs and Expenses:
Cost of sales -- 1,700
Selling, general and administrative
expenses 157,769 469,571
Interest expense 134,303 22,844
---------- -----------
292,072 494,115
---------- -----------
Loss before income tax provision (292,072) (490,389)
Income tax provision -- --
---------- -----------
Net loss $ (292,072) $ (490,389)
========== ==========
Loss per common share - basic $(.12) $(.30)
========== ==========
Weighted average number of common shares
outstanding - basic 2,353,746 1,645,145
========== ==========
See notes to financial statements.
-4-
<PAGE>
REGENT GROUP, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
October 31,
------------------------
1998 1997
--------- ---------
Cash flows from operating activities:
Net loss $(292,072) $(490,389)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 348 20,004
Unpaid executive compensation 62,500 62,500
Disposal of fixed assets -- 3,737
Common stock issued in lieu of
payment of expenses 1,293 70,750
Changes in operating assets and
liabilities net of acquisition 206,269 208,991
--------- ---------
Net Cash Used in Operating
Activities (21,662) (124,407)
--------- ---------
Cash flows from investing activities:
Purchase of property, plant and
equipment -- (775)
Acquisition of business assets - net of
cash acquired -- (698,197)
Loans to unaffiliated entity (103,291) --
--------- ---------
Net Cash Used in Investing
Activities (103,291) (698,972)
--------- ---------
Cash flows from financing activities:
Proceeds from borrowings 122,500 867,840
Repayments of borrowings -- (9,308)
--------- ---------
Net Cash Provided by Financing
Activities 122,500 858,532
--------- ---------
Net increase (decrease) in cash and cash (2,453) 35,153
equivalents
Cash and Cash Equivalents - beginning
of year 4,111 76,441
--------- ---------
Cash and Cash Equivalents - end of
year $ 1,658 $ 111,594
========= =========
(Continued)
See notes to financial statements
-5-
<PAGE>
REGENT GROUP, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued)
Three Months Ended
October 31,
------------------------
1998 1997
---------- ----------
Changes in operating assets and liabilities -
net of acquisition:
(Increase) in accounts receivable $ -- $ (3,828)
Decrease in prepaid expenses and
sundry receivables 120,098 173,897
(Increase) in deferred costs -- (85,747)
Increase in accounts payable -- 60,829
Increase in accrued expenses 86,171 63,840
---------- ----------
$ 206,269 $ 208,991
========== ==========
Supplementary information:
Cash paid during the year for:
Interest $ 983 $ 22,844
========== ==========
Income taxes $ -- $ --
========== ==========
Details of Acquisition:
Fair value of assets $ 594,561
Liabilities 1,472,042
----------
Net Liabilities Assumed $ 897,481
----------
Cash paid $ 750,000
Less: cash acquired 51,803
----------
Net Cash Paid for Acquisition $ 698,197
==========
See notes to financial statements.
-6-
<PAGE>
REGENT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Organization
The balance sheet as of October 31, 1998, the statement of operations for
the three months ended October 31, 1998 and 1997, and the statement of cash
flows for the periods then ended have been prepared by Regent Group, Inc. (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 October 31, 1997
consolidated financial statements have been reclassified to conform to October
31, 1998 classifications. The information for July 31, 1998 was derived from
audited financial statements.
2. Recent Developments
a) In October 1998, the Company announced it was acquiring one hundred
(100%) percent of the issued and outstanding stock of New Century Ventures, Inc
("New Century") for two million (2,000,000) shares of Regent common stock. New
Century is a corporation in which the Company's President and Chief Executive
Officer owns a thirty-five (35%) percent interest. New Century has entered into
a contract with Erskine Properties, Inc. to acquire a 40-acre golf real estate
development in Fort Pierce, Florida, known as Gator Trace Golf Course and
Residential Community ("Gator Trace"). Gator Trace is an existing Planned United
Development ("PUD") containing a private community with a semi-private golf
course. Approximately two hundred fourteen (214) residential dwelling units have
been developed and sold by Erskine Properties Inc.
New Century is acquiring the remainder of the residential PUD for
development, exclusive of the golf course. New Century is purchasing the
property for one million ($1,000,000) dollars payable over three years. It is
anticipated that New Century will develop approximately three hundred fifty
(350) residential units on the site.
The Company needs to finance the down payment of $433,333 so New Century
can complete the acquisition. As of this date, no financing has been
consummated, and there is no assurance there ever will be.
b) On September 22, 1997, the Company acquired eighty (80%) 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
-7-
<PAGE>
REGENT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
and Coldwell Banker. HFS is a global consumer services company. Through October
31, 1998, the Company advanced U.S. Lead $1,131,100 toward the purchase price.
The Company rescinded the acquisition effective April 30, 1998. All assets
and liabilities of U.S. Lead as of that date were reacquired by U.S. Lead. The
Company incurred losses from U.S. Lead from the date of acquisition through the
date of rescission of approximately $1,115,000, which is included in the
statement of operations for the year ending July 31, 1998. On October 31, 1998
the advances made to U.S. Lead by the Company in the amount of $1,131,100 as
partial payment of the original purchase price have been converted into a
convertible debenture due October 30, 1999. The Company can convert the
debenture into 17,544,453 shares of U.S. Lead common stock. No interest was
earned on the advances until the signing of the debenture agreement, and no
measurement on the warrant to convert was ascribed by the Company. Upon
rescission, the Company recognized a gain of approximately $1,100,000.
3. Basis of Presentation
The accompanying 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 October 31, 1998. In addition, losses and negative cash flows
from operations have continued throughout the period subsequent to October 31,
1998. Also, as of October 31, 1998, the Company has a working capital deficit of
approximately $.6 million.
The Company's ability to continue as a going concern is dependent upon its
ability to obtain needed working capital through additional equity and/or debt
financing or generate enough sales from Gator Trace to support the Company's
overhead. Management is actively seeking additional capital to ensure the
continuation of its operations and for various acquisitions. There is no
assurance that additional capital will be obtained to complete the Gator Trace
transaction. 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.
-8-
<PAGE>
REGENT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
4. Notes Receivable
Notes receivable consist of the following:
October 31, 1998 July 31, 1998
---------------- -------------
Loan to Edenfield Enterprises, Inc.,
interest at 8%, due on demand $ 97,898 $ 97,898
Advance to U.S. Lead Testing and
Removal Service, Inc., converted
into a debenture on October 31,
1998, interest at 8%, due October
30, 1999; convertible into
17,544,453 shares of U.S. Lead 1,131,100 1,131,100
Loan to New Century Ventures, Inc.,
interest at 8%, due on demand 103,291 --
---------- ----------
1,332,289 1,228,998
Current portion 1,332,289 97,898
---------- ----------
$ -- $1,131,100
========== ==========
Subsequent to October 31, 1998, U.S. Lead was advanced an additional
$100,000, interest at 15%, due on demand.
5. Debt
Short-term debt is as follows:
October 31, July 31,
1998 1998
---------- ----------
Unsecured note, due on demand,
interest at 12% per annum (1) $ 432,500 $ 432,500
Secured note, due March 20, 1999,
interest at 7.5% per annum (2) 100,000 100,000
Unsecured note, due on demand,
interest at 12% per annum (3) 200,000 200,000
Unsecured notes, due on demand,
interest from 8% to 12% per
annum (4) 250,000 250,000
Unsecured notes, due on demand,
interest at 12% per annum (5) 55,000 55,000
Unsecured notes, due on demand,
interest at 12% per annum (6) 242,500 120,000
---------- ----------
$1,280,000 $1,157,500
========== ==========
-9-
<PAGE>
REGENT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(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. Per the loan agreement,
Mrs. Greenfield received shares of Regent common stock as additional
consideration. In addition, for every ninety days after the inception of
each note, if the note is still outstanding, Mrs. Greenfield will receive
additional shares. During the three months ended October 31, 1998, Mrs.
Greenfield received a total of 52,500 shares of Regent common stock. The
Company has recorded interest expense in the amount of $52,500 for the
three months ended October 31, 1998 and prepaid interest of $5,000 which is
included in the Company's balance sheet at October 31, 1998 in connection
with the issuance of these shares.
(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. On September
18, 1997, in connection with this note, the unsecured shareholder received
25,000 shares of Regent common stock as additional consideration. The
Company has recorded interest expense in the amount of $9,917 and $4,958
for the three months ended October 31, 1998 and 1997, respectively, in
connection with the issuance of these shares.
(4) The unsecured notes are payable to BSM, Inc., a shareholder of Regent. The
Company has recorded interest expense of $6,805 for the three months ended
October 31, 1998.
(5) The unsecured notes are payable to Mrs. Felicia Rubin ("Mrs. Rubin"),
daughter of Mr. Greenfield. The loan agreement is similar to the note due
Mrs. Greenfield. (See (1) above.) For the three months ended October 31,
1998 Mrs. Rubin was to receive 6,875 shares, all of which are still due to
her. The Company has recorded interest expense in the amount of $6,875 for
the three months ended October 31, 1998 in connection with the issuance of
these shares. In addition, Mrs. Rubin is still due 625 shares from the year
ended July 31, 1998.
(6) The unsecured note is payable to Mrs. Valerie Greenfield ("Mrs. V.
Greenfield"), mother of Mr. Greenfield. The loan agreement is similar to
the note due Mrs. Greenfield. (See (1) above.) For the three months ended
October 31, 1998, Mrs. Valerie Greenfield was to receive 30,938 shares, of
which 1,875 shares have been received and the balance of 29,063 is due to
her. The Company has recorded interest expense in the amount of $29,063 for
the three months ended October 31, 1998 in connection with the issuance of
these shares. In addition, Mrs. V. Greenfield is still due 14,375 shares
from the year ended July 31, 1998.
6. New Accounting Standards
SEGMENT INFORMATION - During June 1997, the Financial Standards Board
issued Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information." This statement
-10-
<PAGE>
REGENT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
requires the disclosure of financial and descriptive information about
reportable operating segments. Operating segments are defined as components of
an enterprise about which separate financial information is available that is
evaluated regularly in deciding how to allocate resources and in assessing
performance. The Company has not yet completed its evaluation of this Statement.
This Statement is effective for the Company's 1999 year end financial
statements.
7. Loss Per Common Share
Basic earnings per common share is computed by dividing net earnings by the
weighted average number of common shares outstanding during the period. Diluted
earnings per common share are computed by dividing net earnings by the weighted
average number of common and common stock equivalent shares outstanding during
the period. Common stock equivalents are excluded from the loss per share
calculated the three months ended October 31, 1998 and 1997 because their effect
would be antidilutive. Common stock equivalents relate to stock options and
warrants.
-11-
<PAGE>
Item 7. Management's' Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
The Company continues to pursue investment opportunities. The Company
acquired an eighty (80%) percent interest in one business and entered into
letters of intent for two other businesses. However, the acquisition was
subsequently rescinded, and one of the letters of intent was terminated.
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 $1,131,100 has
been advanced toward the purchase price. During the year ended July 31, 1998,
U.S. Lead was the Company's only operating entity. The Company rescinded the
transaction with U.S. Lead, effective April 30, 1998. All assets and
liabilities. were reacquired by U.S. Lead. During the time U.S. Lead was owned
by the Company, losses by U.S. Lead exceeded $1 million. The Company financed
the payments toward the purchase price and cash flow for operations by loans
from various stockholders. As part of the rescission agreement, the cash
advanced to U.S. Lead as partial payment toward the purchase price was converted
into a convertible debenture due October 30, 1999, bearing interest at eight
(8%) percent. The debenture is convertible into 17,544,453 shares of U.S. Lead
common stock.
In October 1998 the Company announced it was acquiring one hundred (100%)
percent of the issued and outstanding stock of New Century Ventures, Inc. ("New
Century") for two million (2,000,000) shares of Regent common stock. New Century
has entered into an agreement to acquire a 40-acre golf real estate development
in Fort Pierce, Florida, known as Gator Trace, for one million ($1,000,000)
dollars. It is anticipated that New Century will develop approximately three
hundred fifty (350) residential units on the site. The Company believes the cash
flow from the sale of these units will be sufficient to fund the Company's
operations over the next twelve (12) months. The Company needs to finance the
down payment of $433,333 so New Century can complete the acquisition As of this
date, no financing has been consummated, and there is no assurance there ever
will.
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 and third parties for the Gator Trace
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 Gator Trace acquisition; however, there is no assurance
that additional capital will be obtained to complete the Gator Trace
transaction. This raises substantial doubt about the ability of the Company to
continue as a going concern.
-12-
<PAGE>
Item 7. Management's' Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
1998 Compared to 1997
On September 22, 1997, Regent acquired eighty (80%) percent of the
outstanding common stock of U.S. Lead. The operating results of U.S. Lead have
been included in the statement of operations from the date of acquisition. On
April 30, 1998, the Company rescinded the transaction with U.S. Lead. The
financial statements for the period ended October 31, 1998 include the accounts
of the company and its subsidiary through the rescission date.
Sales
Sales decreased from $3,726 for the three months ended October 31, 1997 to
$-0- for the three months ended October 31, 1998. The Company attributes the
decrease to the rescission of the acquisition of U.S. Lead, its only operating
subsidiary, in April 1998.
Cost of Sales
Cost of sales decreased from $1,700 for the three months ended October 31,
1997 to $-0- for the three months ended October 31, 1998. The Company attributes
the decrease primarily to the reasons described above.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased from $469,571 for
the three months ended October 31, 1997 to $157,769 for the three months ended
October 31, 1998. The Company attributes the decrease primarily to the reasons
described above.
Interest Expense
Interest expense increased from $22,844 for the three months ended October
31, 1997 to $134,303 for the three months ended October 31, 1998. The Company
has incurred debt to finance the loans to U.S. Lead and New Century Ventures and
help contribute to Regent's overhead expenses.
Accounting Standards
For information regarding certain promulgated accounting standards, see
Note 1 of Notes to Financial Statements.
Other Matters
Year 2000
Background
The Year 2000 problem is the result of computer programs being written
using two digits (rather than four) to define the applicable years. Any of the
Company's programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000, which could result in
miscalculations or system failures.
The Company does not rely heavily on computer technologies to operate its
business. However, in 1998, the Company conducted an initial assessment of its
information technology to determine which Year 2000 related problems might cause
processing errors or computer system failures.
-13-
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion of the implications of the Year 2000 Problem for
the Company contains numerous forward-looking statements based on inherently
uncertain information. The cost of the project and the date on which the Company
plans to complete its internal Year 2000 modifications are based on the
Company's best estimates, which were derived utilizing a number of assumptions
of future events including the continued availability of internal and external
resources, third party modifications and other factors. However, there can be no
guarantee that these estimates will be achieved, and actual results could
differ. Moreover, although the Company believes it will be able to make the
necessary modifications in advance, there can be no guarantee that failure to
modify the systems would not have a material adverse effect on the Company.
In addition, the Company places a high degree of reliance on computer
systems of third parties, such as customers, trade suppliers and computer
hardware and commercial software suppliers Although the Company is assessing the
readiness of these third parties and preparing contingency plans, there can be
no guarantee that the failure of these third parties to modify their systems in
advance of December 31, 1999 would not have a material adverse effete on the
Company.
Readiness
The Year 2000 project is intended to ensure that all critical systems,
devices and applications, as well as data exchanged with customers, trade
suppliers and other third parties, have been evaluated and will be suitable for
continued use into and beyond the Year 2000.
Since early 1998, the Company has required Year 2000 compliance statements
from all suppliers of the Company's computer hardware and commercial software.
Regardless of the compliance statements, all third party hardware and software
will also be subjected to testing to reconfirm the Year 2000 readiness.
Cost
The Company estimates that the total cost of achieving Year 2000 readiness
for its internal systems, devices and applications is approximately $25,000.
Year 200 project costs are difficult to estimate accurately, and the projected
cost could change due to unanticipated technological difficulties and Year 2000
readiness of third parties.
Contingency Plans
In the event that the efforts of the Company's Year 2000 project do not
address all potential systems problems, the Company is currently developing
business interruption contingency plans. The Company believes, however, that due
to the widespread nature of potential Year 2000 issues, the contingency planning
process is an ongoing one which will require further modifications as the
Company obtains additional information regarding (1) the Company's project and
(2) the status of third party Year 2000 readiness. Contingency planning for
possible Year 2000 disruptions will continue to be defined, improved and
implemented.
-14-
<PAGE>
Item 7.
Risks
The Company believes that completed and planned modifications and
conversions of its critical systems, devices and applications will allow it to
be Year 2000 compliant in a timely manner. There can be no assurances, however,
that the Company's internal systems, devices and applications or those of third
parties on which the Company relies will be Year 2000 compliant by year 2000 or
that the Company's or third parties' contingency plans will mitigate the effects
of any non-compliance. An interruption of the Company's ability to conduct its
business due to a Year 2000 readiness problem could have a material adverse
effect on the Company.
This Form 10-Q, other than the historical financial information, may
consist of forward-looking statements that involve risks and uncertainties,
including, but not limited to, statements contained in "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." Such statements are based on many assumptions and are subject to
risks and uncertainties. Actual results could differ materially from the results
discussed in the forward-looking statements due to a number of factors
including, but not limited to, those identified in the preceding paragraph as
well as those set forth under "Business - Risks and Uncertainties" in the
Company's Form 10-K for the year ending July 31, 1998.
-15-
<PAGE>
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 October 31, 1998.
-16-
<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: December 11, 1998 By: /s/ MARVIN E. GREENFIELD
--------------------------------------
Marvin E. Greenfield, President and
Treasurer Duly Authorized Officer of
the Registrant (Principal Financial
Officer)
-17-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
REGENT GROUP INC. FINANCIAL STATEMENTS AT OCTOBER 31, 1998
AND THE THREE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-END> OCT-31-1998
<CASH> 1,658
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,424,406
<PP&E> 42,711
<DEPRECIATION> 39,501
<TOTAL-ASSETS> 1,427,616
<CURRENT-LIABILITIES> 1,982,500
<BONDS> 0
0
195,045
<COMMON> 157,003
<OTHER-SE> (906,932)
<TOTAL-LIABILITY-AND-EQUITY> 1,427,616
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (292,072)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> (.12)
</TABLE>
