CONFORMED COPY
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934
For Quarter ended March 31, 2000
CENTURY PARK PICTURES CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 0-14247 41-1458152
--------- ------- ----------
(State of Incorporation) (Commission File Number) (IRS ID Number)
4701 IDS Center, Minneapolis, Minnesota 55402
- --------------------------------------- -----
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (612) 333-5100
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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 twelve (12) months and (2) has been subject to such filing
requirements for the past ninety (90) days. _x_ Yes ___ No
As at March 31, 2000, 9,886,641 common shares, $.001 par value, were
outstanding.
Page 1 of 5
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
This information is included following "Index to Consolidated Financial
Statements".
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OPERATIONS
Quarter Ended March 31, 2000 compared to Period Ended March 31, 1999.
Continuing operations consisted primarily of administrative expenses and
interest expense. Administrative expenses were $25 for 2000 compared to a net
credit of ($463) for 1999. The net credit in 1999 was due to a rent credit
received during the quarter ended March 31, 1999. Interest expense was $12,875
for 2000 and $15,000 for 1999, representing interest accruing on notes payable.
Quarter Ended March 31, 1999 compared to Period Ended March 31, 1998.
Due to the disposal of International Theatres Corporation (ITC) and Willy Bietak
Productions, Inc (WBPI) in the first quarter, their respective revenues and
expenses have been classified as discontinued operations. Continuing operations
consisted primarily of administrative expenses and interest expense.
Administrative expenses were a net credit of $(463) for the quarter ended March
31, 1999 compared to $76,216 for 1998. The net credit in 1999 was due to a rent
credit received during the quarter ended March 31, 1999. The decrease in
administrative expenses from 1998 is primarily due to the reduction of office
rent resulting from subleasing office space to a company owned by the Company's
CEO. Interest expense was $15,000 for 1999 and 1998, representing interest
accruing on notes payable.
LIQUIDITY AND SOURCES OF CAPITAL
Cash used in operating activities of continuing operations for the six-month
period ended March 31, 2000, was $48 compared to $72,903 for the comparable
prior year period. The primary use of cash in operating activities during the
current year was the payment of bank service charges. Cash flows from investing
and financing activities during the six-month period ended March 31, 2000,
consisted of advances from the Company's CEO totaling $100.
At March 31, 2000, the Company had a working capital deficit of ($1,249,889) and
cash of $81. The working capital deficit at March 31, 2000, was primarily
comprised of notes payable of $400,000, accounts payable and accrued expenses of
$496,296, and accrued compensation of $354,500. Approximately $302,000 of the
accounts payable and accrued expenses relate to The Pike. Management believes
that a significant portion of these obligations would be discharged upon
liquidation as discussed below.
Page 2 of 5
<PAGE>
The Company intends to continue to seek out potential acquisitions. It is
probable that any significant acquisitions would require long-term financing.
However, there are no assurances that the Company will complete any acquisitions
or that it will obtain financing under terms acceptable to the Company.
The Company had no material commitments for capital expenditures as of March 31,
2000 and capital expenditures for the remainder of fiscal 2000 are expected to
be immaterial.
During the quarter ended March 31, 1996, the Company finalized the acquisition
of an arena football franchise under a lease with an option to purchase the
franchise. During fiscal year 1996 such franchise was operated through a wholly
owned subsidiary, Minnesota Arena Football, Inc. (The Pike).
During the third and fourth fiscal quarters of fiscal year 1996, The Pike failed
to generate the anticipated cash flow. Consequently, during such quarters the
Company's CEO advanced approximately $206,000 and the Company raised additional
financing from outside sources of approximately $400,000. The financing raised
from outside sources is currently payable, and is secured by the common stock of
Minnesota Arena Football, Inc. Management anticipates such financing will be
converted into the Company's common stock. However, there are no assurances that
such financing will be converted into the Company's common stock. Throughout
much of the third and fourth fiscal quarters of fiscal 1996, management
attempted to sell its interest in the arena football franchise. Failing to do
so, the option expired. Accordingly, The Pike has ceased operations. Management
is evaluating the appropriate course of action for The Pike, which will most
likely be liquidated either in or out of bankruptcy court.
The Company's independent auditors issued their opinion on the consolidated
financial statements as of September 30, 1999, wherein they added an additional
paragraph which raised substantial doubt as to the Company's ability to continue
as a going concern. This doubt was raised primarily due to recurring losses from
operations, the Company's stockholders' deficit of $1,224,096 as of September
31, 1999, and to no ongoing operations. Currently, the Company has no specific
viable plans intended to mitigate the effect of such conditions, other than its
plans to acquire a company that will generate sufficient cash flows for
continued existence.
Page 3 of 5
<PAGE>
PART II
ITEM 1. LEGAL PROCEEDINGS.
NONE
ITEM 2. CHANGES IN SECURITIES.
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
NONE
ITEM 5. OTHER INFORMATION.
NONE
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K.
NONE
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.
Dated as of May 11, 2000.
CENTURY PARK PICTURES CORPORATION
By:/s/Thomas K. Scallen
Thomas K. Scallen
Chief Executive Officer
Page 4 of 5
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
1. Consolidated Balance Sheets F-1
2. Consolidated Statements of Operations F-2
3. Consolidated Statements of Cash Flows F-3
4. Notes to Consolidated Financial Statements F-4
Page 5 of 5
<PAGE>
CENTURY PARK PICTURES CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
Mach 31, 2000 and September 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
ASSETS March 31, September 30,
2000 1999
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash $ 81 $ 29
Prepaid expenses 926 926
----------- -----------
Total current assets 1,007 955
----------- -----------
PROPERTY AND EQUIPMENT, at cost
Furniture and fixtures 94,077 94,077
----------- -----------
94,077 94,077
Less accumulated depreciation 94,077 94,077
----------- -----------
- -
----------- -----------
$ 1,007 $ 955
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Notes payable $ 400,000 $ 400,000
Due to related parties 100 -
Accounts payable 281,978 281,979
Accrued compensation 354,500 354,500
Accrued expenses 214,318 188,572
----------- -----------
Total current liabilities 1,250,896 1,225,051
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STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $.001 per share; authorized
200,000,000 shares; issued and outstanding 9,886,641 shares; 9,887 9,887
Additional paid in capital (Note 4) 6,160,862 6,160,862
Accumulated deficit (7,420,638) (7,394,845)
----------- -----------
(1,249,889) (1,224,096)
----------- -----------
$ 1,007 $ 955
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
F-1
<PAGE>
CENTURY PARK PICTURES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three-Month and Six-Month Periods Ended March 31, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
Three-Month Periods Six-Month Periods
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operating Expenses
General and administration $ 25 $ (463) 47 2,227
----------- ----------- ----------- -----------
Operating loss (25) 463 (47) (2,227)
Interest expense (12,875) (15,000) (25,746) (30,000)
----------- ----------- ----------- -----------
Loss from continuing operations (12,900) (14,537) (25,793) (32,227)
----------- ----------- ----------- -----------
Discontinued operations (Note 2)
Income from operations of ITC - - - 34,307
----------- ----------- ----------- -----------
Income from discontinued operations - - - 34,307
----------- ----------- ----------- -----------
Income (loss) before income taxes (12,900) (14,537) (25,793) 2,080
Income taxes (Note 3) - - - -
----------- ----------- ----------- -----------
Net income (loss) $ (12,900) $ (14,537) $ (25,793) $ 2,080
=========== =========== =========== ===========
Loss from continuing operations per share of
common stock $ (0.00) $ (0.00) $ (0.00) $ 0.00
=========== =========== =========== ===========
Income from discontinued operations per share of
common stock $ - $ - $ - $ 0.00
=========== =========== =========== ===========
Net income (loss) per share of common stock $ (0.00) $ (0.00) $ (0.00) $ 0.00
=========== =========== =========== ===========
Weighted average number of common shares 9,886,641 9,886,641 9,886,641 9,886,641
=========== =========== =========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
F-2
<PAGE>
CENTURY PARK PICTURES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six-Month Periods Ended March 31, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Continuing operations:
Net loss $ (25,793) $ (32,227)
Adjustments to reconcile net loss to cash
provided by operating activities:
Increase (Decrease) in-
Accounts payable and accrued expenses 25,745 (40,676)
--------- ---------
Cash used in continuing operations (48) (72,903)
--------- ---------
Discontinued operations:
Net income (loss) - 34,307
Adjustments to reconcile net loss to cash
provided by operating activities:
Depreciation and amortization - 72,133
Net change in working capital components relative to discontinued operations - 70,991
--------- ---------
Cash provided by discontinued operations - 177,431
--------- ---------
Net cash provided by (used in) operating activities (48) 104,528
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment - (35,608)
--------- ---------
Net cash used in investing activities - (35,608)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in notes payable - (25,000)
Increase (decrease) in due to/from related parties 100 200
Reduction of long-term capitalized lease obligations - (60,314)
--------- ---------
Net cash provided by (used in) financing activities 100 (85,114)
--------- ---------
Net increase (decrease) in cash 52 (16,194)
Cash, beginning of period 29 16,977
--------- ---------
Cash, end of period $ 81 $ 783
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
F-3
<PAGE>
CENTURY PARK PICTURES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation:
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and, therefore, do not include
all information and disclosures necessary for a fair presentation of results of
operations, financial position, and consolidated cash flows in conformity with
generally accepted accounting principles. However, such statements do reflect,
in the opinion of management of the Company, all adjustments, consisting of only
normal recurring accruals, necessary for a fair presentation of the results of
operations for these periods.
Note 2. Discontinued Operations:
On December 17, 1998 the Board of Directors passed a resolution to transfer the
Company's interest in ITC and WBPI to the Company's CEO as repayment of $100,000
in advances the Company's CEO made to the Company. In setting the $100,000
amount, the Board of Directors obtained and relied upon an independent market
analysis of ITC and WBPI. Because of the net deficit position of ITC and WBPI as
of December 17, 1998, the transfer resulted in a gain on disposal of $856,530.
On December 31, 1998 the Company's CEO forgave the remainder of the advances and
related accrued interest totaling $986,307 (see Note 4).
Note 3. Income Taxes:
The accompanying financial statements reflect no income tax expense due to the
anticipated utilization of net operating loss carryforwards.
Note 4. Reclassification of 1999 Amounts:
The statement of operations for the six-month period ended March 31, 1999
previously reflected a gain on the disposal of discontinued operations of
$856,530 and a gain on forgiveness of debt of discontinued operations of
$986,307 (see Note 2). Such amounts have been reclassified to additional paid in
capital on the financial statements presented herein.
F-4
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 81
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,007
<PP&E> 94,077
<DEPRECIATION> 94,077
<TOTAL-ASSETS> 1,007
<CURRENT-LIABILITIES> 1,250,896
<BONDS> 0
0
0
<COMMON> 9,887
<OTHER-SE> 6,160,862
<TOTAL-LIABILITY-AND-EQUITY> 1,007
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 47
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,746
<INCOME-PRETAX> (25,793)
<INCOME-TAX> 0
<INCOME-CONTINUING> (25,793)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (25,793)
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
