<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
<SALES> 0 0
<TOTAL-REVENUES> 80 29
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 17
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 47 14
<INCOME-PRETAX> 2 14
<INCOME-TAX> 6 6
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (4) 8
<EPS-PRIMARY> (.000) .001
<EPS-DILUTED> (.000) .001
</TABLE>