<PAGE>
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Annual Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Quarter Ended Commission File No.
SEPTEMBER 30, 1992 0-13597
ASDAR, INC.
NEVADA 88-0195105
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2124 GLASGOW AVENUE
CARDIFF, CALIFORNIA 92007
(Address of Principal Executive Offices)
Registrant's telephone number including area code: (619) 792-7300
Former Address: 1500 East Tropicana Avenue, #110 Las Vegas, Nevada 89119
Indicate by checkmark 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 such reports), and (2) has been subject to such
filing requirements in the past 90 days:
Yes X No
________ _______
Indicate the number of shares outstanding for each of the issuer's classes
of Common Stock asof the last practical date:
At September 30, 1992, there were 49,949,915 shares of common stock at
$0.001 par value outstanding. <PAGE>
ASDAR, INC.
TABLE OF CONTENTS
PART I FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . .3
Statements of Operations . . . . . . . . . . . . . . . . . . . .4
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . .5
Notes to Financial Statements. . . . . . . . . . . . . . . . . .6
ITEM 2 MANAGEMENT'S DISCUSSION AND FINANCIAL CONDITION
AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . .6
PART II OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . .7
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . .8
<PAGE>
ASDAR, INC.
Balance Sheets (Unaudited)
September 30, 1992 (Unaudited) and December 31, 1991
<TABLE>
<CAPTION>
(Unaudited)
September December
30, 1992 31, 1991
------------ -----------
<S> <C> <C>
ASSETS
Current Assets
- --------------
Cash $ 127 $ 219
----------- -----------
Total Assets $ 127 $ 219
=========== ===========
Non-Current Assets
- ------------------
Note Receivable - CES 1,000 1,000
----------- -----------
Total Non-Current Liabilities 1,000 1,000
Land -0- 602,357
- -----
Equipment & Furniture 6,085 9,130
- ---------------------
Security Deposits 225 225
----------- -----------
Total Assets $ 7,437 $ 614,881
=========== ===========
The accompanying notes are an integral part
of these financial statements
<PAGE>
ASDAR, INC.
Balance Sheets (Unaudited) -Continued-
September 30, 1992 (Unaudited) and December 31, 1991
(Unaudited)
September December
30, 1992 31, 1991
----------- -----------
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
- -------------------
Accounts Payable $ 21,733 $ 32,325
Wages Payable 20,000 20,000
Accrued Interest 1,750 23,770
Loan Payable - Officers 61,742 31,842
----------- -----------
Total Liabilities 105,225 107,937
Long Term Liabilities
- ---------------------
Notes Payable -0- 298,980
Stockholders' Equity
- --------------------
Common Stock, $0.001 Par Value,
50,000,000 Shares Authorized,
49,949,915 Shares Issued and
Outstanding 49,949 49,949
Paid In Capital In Excess of Par Value 4,248,709 4,250,459
Treasury Stock (199,167) (199,167)
Accumulated Deficit (4,197,279) (3,893,477)
----------- -----------
Total Stockholders' Equity (97,788) 207,764
Total Liabilities & Stockholders
Equity $ 7,437 $ 614,881
=========== ===========
</TABLE>
The accompanying notes are an integral part
of these financial statements
<PAGE>
ASDAR, INC.
Statements of Operations (Unaudited)
For the Three Month Periods Ended September 30, 1992 and 1991
the Nine Month Periods Ended September 30, 1992 and 1991
<TABLE>
<CAPTION>
For the For the
Three Months Ended Nine Months Ended
September September September September
30, 1992 30, 1991 30, 1992 30, 1991
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ -0- $ 1,998 $ -0- $ 7,014
- -------- ----------- ----------- ----------- -----------
Expenses
- --------
Loss on Disposal
of Assets -0- -0- 281,357 -0-
Salaries -0- 15,000 -0- 45,000
Professional
Services -0- 31,248 17,433 83,777
Depreciation &
Amortization 1,015 828 3,045 2,484
Interest Expense -0- 6,815 -0- 13,646
General &
Administrative
Expenses 38 663 1,967 43,393
----------- ----------- ----------- -----------
Total Expenses 1,053 54,554 303,802 188,300
----------- ----------- ----------- -----------
Net (Loss) $ (1,053) $ (52,556) $ (303,802) $ (181,286)
=========== =========== =========== ===========
(Loss) Per
Share $ (.00) $ (.00) $ (.01) $ (.00)
Weighted Average
Shares
Outstanding 49,949,915 49,949,915 49,949,915 49,949,915
</TABLE>
The accompanying notes are an integral part
of these financial statements
<PAGE>
ASDAR, INC.
Statements of Changes in Financial Position
For the Nine Month Periods Ended September 30, 1992 and 1991 (Unaudited)
<TABLE>
<CAPTION>
For the Nine Month Period Ended
September September
30, 1992 30, 1991
----------- -----------
<S> <C> <C>
Sources of Cash
- ---------------
Shareholders Equity $ -0- $ 564,307
Accounts Payable &
Accrued Expenses (10,592) 2,139
Notes & Loans Payable 29,900 299,126
Accounts & Interest
Receivable -0- (5,994)
----------- -----------
Total 19,308 859,578
Uses of Cash
- ------------
For Operations:
Net (Loss) (303,802) (181,286)
Items Not Providing (Requiring)
the Use of Cash:
Loss on Disposition of Assets 281,357 -0-
Prepaid Expenses -0- (89,011)
Depreciation & Amortization 3,045 2,484
Land -0- (602,357)
Investments -0- 11,100
----------- -----------
Total (19,400) (859,070)
----------- -----------
Increase (Decrease) in Cash (92) 508
Cash at Beginning of Period 219 36
----------- -----------
Cash At End of Period $ 127 $ 544
=========== ===========
</TABLE>
The accompanying notes are an integral part
of these financial statements
<PAGE>
ASDAR, INC.
Notes to Financial Statements (Unaudited)
ITEM I
All numbered notes and additional information may be obtained by referring to
the Company's audited financial statements for the year ended December 31, 1991,
set forth in the Annual Report on Form 10-K for that year, which should be read
in conjunction with this report.
The financial information in the balance sheets, statements of operations, and
the statement of changes in financial position reflects all adjustments which,
in the opinion of management, are necessary to a fair statement for the periods
reported.
ITEM II
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Liquidity & Capital Resources
- -----------------------------
The Company has remained inactive for the first nine months of 1992 other than
to seek an acquisition. For a complete discussion of the Company's liquidity
and capital resources and results of operations for the period January 1, 1991
through December 31, 1991, see the Company's Annual Report, on Form 10-K.
Throughout the period ended September 30, 1992, the Registrant remained
completely dependent upon its officers and directors to provide liquidity to
fund limited operations. During the first three quarters, the Company had
insufficient capital resources to conduct business other than with advances from
management. The Company is currently working on the acquisition of two Mexican
theme restaurant cars with limited gambling facilities in Las Vegas, Nevada.
The Company's stock was deleted from the NASDAQ System in April 1992 for
insufficient assets and shareholders' equity. Management intends to continue to
file periodic reports with the SEC to maintain reporting company status.
Results Of Operations
- ---------------------
The Company had no operations other than management's attempts to make an
acquisition. Such activities were funded by members of management. As a
result, the Company suffered losses set forth in the attached financial
statements.
<PAGE>
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
On October 30, 1992, the Registrant's management signed a Letter of
Understanding of settlement with attorneys for Plaintiffs in the federal and
state class action securities fraud and RICO lawsuits filed against ASDAR in
1989 in connection with the activities of ASDAR's former President an Board of
Chairman Philip Sindler.
Under the terms of the Agreement, ASDAR has agreed to stipulate to a
judgement of eight million dollars ($8,000,000), to be signed in conjunction
with the Plaintiffs' execution of a covenant not executed on this judgement
against ASDAR. This means that the Plaintiff have agreed not to attempt to
collect this judgement against ASDAR. ASDAR's auditors have informed the Company
that, as a result of this agreement, the judgement will have no effect upon the
Company's balance sheet. In conjunction with the agreement, ASDAR has agreed to
cooperate with the Plaintiffs with respect to the production of all
non-privileged documents relevant to the pending litigation between the
parties, and will agree to stipulate to authenticity of documents where it
can do so.
ASDAR has agreed to appoint an individual, acceptable to both ASDAR
and Plaintiffs' counsel, as a Special Officer to supervise the conduct of
litigation by ASDAR against third party defendants, such as former officers,
directors, attorneys, accountants, and other advisors to the Company where
Plaintiffs or Plaintiffs' counsel recommends such litigation be undertaken.
Such Special Officers shall initially serve for a term of one year, and shall
be appointed with court approval. Plaintiffs shall be responsible for hiring
separate counsel to represent ASDAR in connection with any such actions, and
such counsel shall be paid on a contingency basis. Proceeds from any such
litigation, if any proceeds are ever obtained from such litigation, shall be
paid first to repayment for costs advanced, whether by ASDAR in connection with
such actions, and such counsel shall be paid on a contingency basis. Proceeds
from any such litigation, if any proceeds are ever obtained from such
litigation, shall be paid first to repayment of costs advanced, whether by
ASDAR, Plaintiffs of Plaintiff's counsel, in the same proportion as advanced by
such parties; second, to the payment of attorney's fees (not to exceed
one-third of the gross recovery); and third, to Plaintiff and ASDAR in a
ratio of ninety percent (90%) to Plaintiffs' and ten percent (10%) to ASDAR.
In conjunction with such potential third party litigation, on or before
November 30, 1992, ASDAR shall deposit litigation, on or before November 30,
1992, ASDAR shall deposit $10,000 into a trust accounts with Plaintiffs' counsel
to cover payment of initial costs of such litigation. Such funds shall not be
released, under any circumstances, until the settlement described herein is
approved by the United States District Court for the Southern District of
California, of the Superior Court of the State of California for the County of
San Diego. If such approval is not received, the aforementioned 410,000 shall
be promptly returned to ASDAR. Under the terms of the agreement, no litigation
shall be brought by the Special Officer against the Company's current officers
and directors, or any entities or businesses with which they are affiliated.
On November 9, 1992, ASDAR paid $1,500 to Plaintiffs to pay for class
notice in connection with the proposed settlement. On approval of this
settlement agreement by the courts, the parties shall enter into full mutual
releases. Furthermore, the parties have agreed to cooperate to obtain a
determination of good faith settlement from one of the aforementioned courts
for this settlement on a "market wide" basis.
Item 2 Changes in the Rights of the Company's Security Holders . None
Item 3 Defaults by the Company on its Senior Securities. . . . . .None
Item 4 Results of Votes of Security Holders. . . . . . . . . . . .None
Item 5 Other Information . . . . . . . . . . . . . . . . . . . . .None
Item 6 Exhibits and Reports on Form 8-K
(* Incorporated by reference)
(A) Exhibit Index - N/A
(B) Report on Form 8-K, dated March 4, 1992 (Date of Report: February 20,
1992)*
(C) Report on Form 8-K, dated March 25, 1992 (Date of Report: March 12,
1992)*
(D) Form 8 - Amendment No. 1 to Form 8-K, dated March 25, 1992*
(E) Report on Form 8-K, dated November 3, 1992 (Date of Report: October 30,
1992)
<PAGE>
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.
ASDAR, INC.
June 19, 1997 /s/ Nicholas F. Coscia
Date: ----------------- By: -----------------------------
June 19, 1997 Nicholas F. Coscia
Secretary and Chief Financial
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1992
<PERIOD-END> SEP-30-1992
<CASH> 127
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 127
<PP&E> 6,085
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,437
<CURRENT-LIABILITIES> 105,225
<BONDS> 0
<COMMON> 49,949
0
0
<OTHER-SE> (147,737)
<TOTAL-LIABILITY-AND-EQUITY> 7,437
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 303,802
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (303,802)
<INCOME-TAX> 0
<INCOME-CONTINUING> (303,802)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (303,802)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
