[As adopted in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: April 30, 1999
----------------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
Commission file number 0-730
UNION 69, LTD.
(Exact name of small business issuer as
specified in its charter)
Delaware 84-1398190
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
BOX 8029, La Jolla, CA 92037-8029
(Address of principal executive offices)
(619) 456-7176
Issuer's telephone number
(Former name, former address and former fiscal year, if changed since last
report.)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 for the past 90 days. Yes No X
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No X
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: May 24, 1999 1,377,647
Transitional Small Business Disclosure Format (check one). Yes ; No X
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
UNION 69, LTD.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
April 30, July 31,
----------- -----------
1999 1998
----------- -----------
<S> <C> <C>
ASSETS ............................................. $ -- $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts Payable ................................. $ 345 $ 627
Shareholder Advances ............................. 312 --
----------- -----------
Total Liabilities ........................ 657 627
----------- -----------
Stockholders' Equity
Preferred stock (par value $.001), 5,000,000
shares authorized, 657 shares issued at
April 31, 1999 and July 31, 1998 ................. 1 1
Common stock (par value $.001), 50,000,000
shares authorized, 1,377,647 shares issued
and outstanding April 31, 1999 and
July 31, 1998 .................................... 1,378 1,378
Capital in excess of par value ..................... 2,935,436 2,935,436
Retained deficit ................................... (2,933,986) (2,933,986)
Deficit accumulated during development stage ....... (3,486) (3,456)
----------- -----------
Total Stockholders' Equity ............... (657) (627)
----------- -----------
Total Liabilities and Stockholders' Equity $ -- $ --
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
UNION 69, LTD.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Cumulative
Since
For the Three Months For the Nine Months Inception of
Ended Ended
April 30, April 30, Development
-------------------------------------- -------------------------------------
1999 1998 1999 1998 Stage
------------------ ------------------ ------------------ ------------------ -------------------
<S> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $ - $ -
-------------------------------------- ------------------------------------------------------------
Expenses - - 30 30 3,486
------------------ ------------------ ------------------ ------------------ -------------------
Net Loss $ - $ - $ (30) $ (30) $ (3,486)
================== ================== ================== ================== ===================
Basic & Diluted
loss per share $ - $ - $ - $ -
================== ================== ================== ==================
</TABLE>
The accompanying nots are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
UNION 69, LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Cumulative
Since
Inception
For the nine months ended of
April 31, Development
----------------------------
1999 1998 Stage
------------- ------------- -------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S> <C> <C> <C>
Net Loss .................................. $ -- $ -- $ (3,486)
Increase (Decrease) in Accounts Payable ... -- -- (1,121)
------------- ------------- -------------
Net Cash Used in operating activities ... -- -- (4,607)
------------- ------------- -------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities -- -- --
------------- ------------- -------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds From Shareholder Advances ........ 312 -- 312
Proceeds From Capital Stock Issued ........ -- -- 4,295
------------- ------------- -------------
Net cash provided by financing activities -- -- 4,607
------------- ------------- -------------
Net (Decrease) Increase in
Cash and Cash Equivalents ............... -- -- --
Cash and Cash Equivalents
at Beginning of Period .................. -- -- --
------------- ------------- -------------
Cash and Cash Equivalents
at End of Period ........................ $ -- $ -- $ --
============= ============= =============
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest ................................ $ -- $ -- $ --
Franchise and income taxes .............. 312 -- 1,808
SUPPLEMENTAL DISCLOSURE OF NON-
CASH INVESTING AND FINANCING
ACTIVITIES:
None
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
UNION 69, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED APRIL 31, 1999
(Unaudited)
NOTE 1 - INTERIM REPORTING
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and with Form 10-QSB
requirements. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
three and nine month period ended April 31, 1999, are not necessarily indicative
of the results that may be expected for the year ended July 31, 1999.
NOTE 2 - SHAREHOLDER ADVANCES
During April 1999 a majority shareholder advanced $312 to the
Company.
Item 2. Management's Discussion and Analysis or Plan of Operation.
General - This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended July 31, 1998.
Results of Operations - The Company was incorporated under the laws of the State
of Delaware on July 24, 1984. The Company ceased all operating activities during
the period from July 31, 1987 to March 23 1996 and was considered dormant. On
March 24, 1996, the company issued 700 shares of Preferred Stock (Convertible to
21,000,000 shares Common). On April 2, 1996, the Company obtained a Certificate
of renewal from the State of Delaware. Since March 24, 1996, the Company is in
the development stage, and has not commenced planned principal operations.
Liquidity and Capital Resources
The Company requires working capital principally to fund its current
operations. There are no formal commitments from banks or other lending sources
for lines of credit or similar short-term borrowing, but the Company has been
able to borrow any additional working capital that has been required. From time
to time in the past, required short-term borrowing have been obtained from a
principal shareholder or other related entities.
The Company will be required to generate cash and other liquid assets
with proceeds from borrowing, the sale of additional securities, or other
sources. There can be no assurance that any
6
<PAGE>
such required additional funding will be available or, if available, that it can
be obtained on terms favorable to the Company.
PART II - OTHER INFORMATION
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 on Form 8-K
The Company did not file a report on Form 8-K during the three months
ended April 31, 1999.
7
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
UNION 69, LTD.
(Registrant)
DATE: June 11, 1999 By: /s/
Michael Johnson, President
(Principal Financial and
Accounting Officer)
8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE OF UNION 69, LTD. AS OF APRIL 30, 1999 AND THE RELATED STATEMENTS OF
OPERATIONS AND CASH FLOWS FOR THE THREE AND NINE MONTHS THEN ENDED AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-END> APR-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
