CEC PROPERTIES INC
10QSB, 1997-05-23
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:             April 30, 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.
N/A

                           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
                   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 fairly the financial condition of the company.

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

At the end of the year the company had three smaller real estate rental
properties. During this quarter one property sold. The company acquired the
lease rights to two golf course properties and is in the process of acquiring
three additional golf course properties.


<PAGE>   3
                              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 fit into the Golf and Sports Entertainment
field. CEC currently has letters of intent accepted by 3 golf course properties.
A development agreement has been awarded to CEC and partners from the City of
Barstow, California for the construction of a golf course. Additionally, a 40
year lease with options has been signed with the County of Ventura for the
construction of a golf course and associated development.

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

The company had one profitable real estate sale during the quarter ended April
30,1997. The company continues to rent properties and collect those rents. The
company is processing two golf course properties and is continuing to look for
other acquisitions. The company does not have any full-time employees at this
time and relies on the expertise of its board, management and outside
consultants for 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 golf course properties at prices which are discounted
enough to insure a positive cash flow and positive equity.


<PAGE>   4
                              CEC PROPERTIES, INC.
                            (A DELAWARE CORPORATION)

                              INDEX TO FORM 10-QSB

                                JANUARY 31, 1997

Part I  -  Financial Information

Item 1 - Financial Statements

o     Consolidated Balance Sheets
o     Consolidated Income Statements
o     Consolidated Statements of Cash Flow
o     Notes to Consolidated Financial Statements

Item 2 - Management's Discussion and Analysis of Operations

See attached exhibit

Item 6 - Exhibits and Reports on Form 8-K

         (a)   Exhibits

         27.1  Financial Data Schedule

         (b)   Reports on Form 8-K

         None
<PAGE>   5
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: May 15, 1997                     Paul L. Balalis
                                        President & Chief Executive Officer

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1996             OCT-31-1996
<PERIOD-START>                             FEB-01-1997             NOV-01-1996
<PERIOD-END>                               APR-30-1997             APR-30-1997
<CASH>                                               0                  11,858
<SECURITIES>                                         0                       0
<RECEIVABLES>                                        0                  12,718
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                                     0                  24,576
<PP&E>                                               0                 837,265
<DEPRECIATION>                                       0                  27,172
<TOTAL-ASSETS>                                       0                 837,041
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<BONDS>                                              0                 874,247
                                0                 125,667
                                          0                       0
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<INTEREST-EXPENSE>                              12,152                  32,108
<INCOME-PRETAX>                                 13,581                (11,777)
<INCOME-TAX>                                       420                     420
<INCOME-CONTINUING>                                  0                       0
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                    13,161                (12,197)
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