FAMILY HEALTH SYSTEMS INC
10-Q, 2000-06-02
INVESTORS, NEC
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C 20459

                                    FORM 10Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended:  November 30, 1999

Commission File Number:  0-11419

Family Health Systems, Inc.
-------------------------------------------------
(Exact Name of Registrant as specified in its Charter)

Delaware                                            22-2435595
------------------------------------------------    ----------------------------
(State or other jurisdiction of incorporation or    (I.R.S. Employer
          organization)                             Identification No.)

Post Office Box 21238, St. Simons Island, Georgia   31522-0738
-------------------------------------------------   ----------------------------
Address of Principal executive offices of           Zip Code
         Incorporation or organization

912-634-2584
-------------------------------------------------
Registrants telephone number, including area code

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 and 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 last 90 days.

                YES [ ]                                   NO [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as to the latest practical date.

                  CLASS                            No. of shares Outstanding on
                                                   November 30, 1999

         Common Stock                               2,006,757
         Par Value $.00167
         Per share


<PAGE>   2








                                     PART I

                              FINANCIAL INFORMATION


<PAGE>   3



Item 1. Financial Statements

                           FAMILY HEALTH SYSTEMS, INC.

                                  BALANCE SHEET
                                November 30, 1999
                                   (Unaudited)

<TABLE>
<S>                                                                  <C>
ASSETS

     Cash                                                            $     6,314
     Accounts receivable                                                   1,082
     Marketable securities                                               108,016
                                                                     -----------
            Total current assets                                         115,412
                                                                     -----------

     Other receivables                                                   107,513
                                                                     -----------

     Investment in closely-held company                                   16,875
                                                                     -----------

            Total Assets                                             $   239,800
                                                                     ===========


LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)


     Cash (Overdraft) - Investment margin account                    $    32,574
                                                                     -----------


     Common Stock                                                          3,351
     Paid in capital                                                   2,673,705
     Retained earnings (deficit)                                      (2,469,830)
                                                                     -----------
                                                                         207,226
                                                                     -----------

            Total Liabilities and stockholder's equity (deficit)     $   239,800
                                                                     ===========
</TABLE>


See Notes to Interim Financial Statements.




<PAGE>   4


                           FAMILY HEALTH SYSTEMS, INC.

                               STATEMENT OF INCOME
                      Three Months Ended November 30, 1999
                                   (Unaudited)


<TABLE>
<S>                                                           <C>
Revenues                                                      $       Nil
                                                              -----------

Expenses
  Auto expense                                                        109
  Office Supplies                                                      52
  Postage                                                              33
  Professional Fees                                                 2,000
  Publications                                                         62
  Telephone                                                            60
  Travel                                                              605
                                                              -----------

                                                                    2,920
                                                              -----------
Other income (expense)
  Capital gains (losses) on available-for-sale securities         (35,845)
                                                              -----------

   Net Income (loss)                                              (38,764)

Retained earnings (deficit), beginning                         (2,431,069)
                                                              -----------

Retained earnings (deficit), ending                           $(2,469,830)
                                                              ===========
</TABLE>






See Notes to Interim Financial Statements.


<PAGE>   5



                           FAMILY HEALTH SYSTEMS, INC.

                            STATEMENTS OF CASH FLOWS
                    For three months ended November 30, 1999

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            For the three months
                                                              Ended 11/30/98
                                                              --------------
<S>                                                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  PROVIDED BY (USED IN) OPERATING ACTIVITIES
  Net income (loss)                                             $ (38,764)
  Adjustments to reconcile net income (loss) to
     (Gain) loss on sale of investments                            35,845
  Change in working capital components
     (Increase) decrease in trade receivables                         394
     (Increase) decrease in other receivables                       8,910
                                                                ---------

        Net cash provided by (used in) operating activities     $   6,385
                                                                =========
CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of investments                               105,574
  Purchase of investments                                         (67,590)
  Transfer to operating cash                                       15,000
  Transfer from operating cash                                    (11,405)
  Transfer from money market account                              (22,184)
                                                                ---------

  Net cash provided by investing activities                        19,395
                                                                ---------

  Net increase in cash and cash equivalents                        25,780

Cash and cash equivalents
  Beginning (overdraft)                                           (52,040)
                                                                ---------

  Ending (overdraft)                                            $ (26,260)
                                                                =========
Cash and cash equivalents:
  Cash - operating                                              $   6,314
  Cash (overdraft) - Investment margin account                    (32,574)
                                                                ---------
                                                                $ (26,260)
                                                                =========
</TABLE>




<PAGE>   6


                           FAMILY HEALTH SYSTEMS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                      Three Months Ended November 30, 1999

1.       BASIS OF PRESENTATION

         The accompanying unaudited condensed financial statements have been
         prepared in accordance with generally accepted accounting principles
         for interim financial information and wit the instructions to Form 10-Q
         and Rule 10-01 of Regulations S-X. Accordingly, they do not include all
         of the information and footnotes required by generally accepted
         accounting principles for complete financial statements. In the opinion
         of management, all adjustments considered necessary for a fair
         presentation of the operating results for the first quarter of the
         fiscal year 2000 have been included. Operating results for the quarter
         ended November 30, 1999 are not necessarily indicative of the results
         that may be expected for the fiscal year ending August 31, 2000.

2.       CONDENSED PRESENTATION

         The Condensed balance sheet and income statement was derived form the
         balance sheet and statement of income for that date.

Item 2.  Management's Discussion and Analysis of Financial Condition and results
         of operation

         (A)      General Development of Business.

                  Family Health Systems, Inc. (FHS or REGISTRANT), a Delaware
                  corporation, was incorporated on January 20, 1983. The
                  Registrant was formed to provide comprehensive business
                  services to physicians, dentists and professional corporations
                  operating full service dental centers and emergency/industrial
                  medical centers. FHS found this activity to be unprofitable
                  and it exited the business service activity in fiscal year
                  1987 and became engaged in the formation, registration,
                  distribution and sale of developmental stage companies. FHS
                  has no activities other than investment portfolio management
                  at this time.


         (B)      Description of business:

                  The Registrant is currently inactive in the formation of
                  subsidiaries, by registration of those stocks through filing
                  with the SEC, and is seeking a merger or business combination
                  for itself.

<PAGE>   7




         (C)      Market risk and Investment Risk:

                  The assets of the Company consist primarily of common stock of
                  publicly traded companies. As such, the value of the assets of
                  the Company may be more or less than historical cost. Any
                  significant declines in market value of investments will
                  results in a write-down to market value in accordance with
                  accounting for investments at lower of cost or market.

Item 3.  Legal Proceedings
                           NONE

Item 4.  Submission of Matters to a Vote of Security Holders:
                           NONE

Item 5.  Other information:
                           NONE

Item 6.  Exhibits and Reports on Form 8-K:
         Exhibit 27.1 Financial Data Schedule (for SEC use only)

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereto duly authorized.


                                             FAMILY HEALTH SYSTEMS, INC.

February 29, 2000                            /s/ William  S. Bryant
                                             ---------------------------------
                                             William S. Bryant, President
                                             Chief Financial Officer




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