CEC PROPERTIES INC
10QSB, 1997-09-16
LESSORS OF REAL PROPERTY, NEC
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One) 

[X] Quarterly Report Pursuant to Section 13 or 15 (d) of the
    Securities Exchange Act of 1934

For the quarterly period ended:             July 31, 1997
- ----------------------------------------------------------------------------

                                       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:    0-188
- ----------------------------------------------------------------------------

                              CEC Properties, Inc.
- ----------------------------------------------------------------------------
             (exact name of registrant as specified in its charter)

         Delaware                                         13-1919940
- ----------------------------------------------------------------------------
(State or other jurisdiction of         (IRS Employer Identification Number)
 Incorporation or Organization)

1500 W. Balboa Blvd. Suite 201, Newport Beach, CA                   92663
- ----------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

                                 (714) 673-2282
- ----------------------------------------------------------------------------
              (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 reports), and (2) has been subject to such 
filing requirements for the past 90 days.

                           Yes          No   X
                         ---------     ---------

          Applicable only to issuers involved In bankruptcy proceedings
                        during the preceding five years.

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 subsequent to the distribution of securities under a plan confirmed 
by a court. 

                           Yes          No    X
                          ---------    ---------

                    Applicable only for corporation issuer's

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. N/A



<PAGE>   2

                              CEC PROPERTIES, INC.
                            (A DELAWARE CORPORATION)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
- --------------------------------------------------

The company is in the acquisition, operation, management, design and
construction of properties that are related to the Golf and Sports 
Entertainment field.  The company recently withdrew from the agreements to 
buy two golf courses.  On August 14, 1997, the company announced the signing 
of definitive agreements to acquire Classic Golf Management, Inc., Classic 
Golf Shops, Inc. and Worldwise Marketing Graphics.

OPERATIONS
- ----------

The company was profitable during this quarter and it expects to be 
profitable during the final quarter of the fiscal year.  The company 
continues to rent properties and collect rents.  The recent acquisitions 
will add additional income and cash flow to the operations.

CAPITAL AND LIQUIDITY
- ---------------------

Management is of the opinion that capital and liquidity is sufficient to 
meet operating requirements of the company for the near future. Management 
has no immediate plans to seek outside sources of operating capital other 
than through merger/acquisition of other companies and financing future 
acquisition of real estate projects. Changes in operations between quarter 
is nominal.

Management's intention is to strengthen the capital position of the company
through the acquisition of related companies at prices which are discounted
enough to insure a positive cash flow and positive earnings.



<PAGE>   3

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    Unaudited

ACCOUNTING POLICY
- -----------------

The financial statements are reported on a consolidated basis with the 
company's wholly owned subsidiary CEC Properties, Corp.  All material 
intercompany transactions have been eliminated.

All adjustments made to the financial statements are of a normal recurring 
nature necessary to present an accurate financial condition of the company.

NOTE 1 - INVESTMENT PROPERTIES
- ------------------------------

At the end of the last fiscal year the company had three small real estate 
rental properties, subsequently one of those was sold.  The company 
continues to hold the rights to two golf course properties to be developed.






<PAGE>   4

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.

                                        CEC Properties, Inc.



                                        /s/  PAUL L. BALALIS
                                   ----------------------------------------
Dated: Sept. 12, 1997                     Paul L. Balalis
                                        President & Chief Executive Officer


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERIM
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   9-MOS                   3-MOS
<FISCAL-YEAR-END>                          OCT-31-1997             OCT-31-1997
<PERIOD-START>                             NOV-01-1996             MAY-01-1997
<PERIOD-END>                               JUL-31-1997             JUL-31-1997
<CASH>                                              19                      19
<SECURITIES>                                         0                       0
<RECEIVABLES>                                       13                      13
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                                    31                      31
<PP&E>                                             840                     840
<DEPRECIATION>                                      31                      31
<TOTAL-ASSETS>                                     842                     842
<CURRENT-LIABILITIES>                               21                      21
<BONDS>                                            767                     767
                                0                       0
                                          0                       0
<COMMON>                                           126                     126
<OTHER-SE>                                           0                       0
<TOTAL-LIABILITY-AND-EQUITY>                       842                     842
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<TOTAL-REVENUES>                                    80                      29
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<INTEREST-EXPENSE>                                  47                      14
<INCOME-PRETAX>                                      2                      14
<INCOME-TAX>                                         6                       6
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<CHANGES>                                            0                       0
<NET-INCOME>                                       (4)                       8
<EPS-PRIMARY>                                   (.000)                    .001
<EPS-DILUTED>                                   (.000)                    .001
        

</TABLE>


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