[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: October 31, 1997
-----------------------------------
[ ] 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)
October 31, July 31,
----------- -----------
1997 1997
----------- -----------
<S> <C> <C>
ASSETS ............................................. $ -- $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts Payable ................................. $ 352 $ 352
----------- -----------
Total Liabilities ........................ 352 352
----------- -----------
Stockholders' Equity
Preferred stock (par value $.001),
5,000,000 shares authorized, 690
shares issued at October 31, 1998
and July 31, 1998 ................................ 1 1
Common stock (par value $.001),
50,000,000 shares authorized, 387,647
shares issued and outstanding
October 31, 1998 and July 31, 1998 ............... 388 388
Capital in excess of par value ..................... 2,936,426 2,936,426
Retained deficit ................................... (2,933,986) (2,933,986)
Deficit accumulated during development stage ....... (3,181) (3,181)
----------- -----------
Total Stockholders' Equity ............... (352) (352)
----------- -----------
Total Liabilities and Stockholders' Equity $ -- $ --
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
UNION 69, LTD.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Cumulative
Since
For the Three Months Ended Inception of
October 31, Development
-----------------------------
1997 1996 Stage
------------- ------------- -------------
Revenues ...................... $ -- $ -- $ --
------------- ------------- -------------
Expenses ...................... -- -- 3,181
------------- ------------- -------------
Net Loss ............... $ -- $ -- $ (3,181)
============= ============= =============
Basic & Diluted loss per share $ -- $ --
============= =============
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 three months ended of
October 31, Development
-----------------------------
1997 1996 Stage
------------- ------------- -------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S> <C> <C> <C>
Net Loss .................................. $ -- $ -- $ (3,181)
Increase (Decrease) in Accounts Payable ... -- -- (1,114)
------------- ------------- -------------
Net Cash Used in operating activities ... -- -- (4,295)
------------- ------------- -------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities -- -- --
------------- ------------- -------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds From Capital Stock Issued ........ -- -- 4,295
------------- ------------- -------------
Net cash provided by financing activities -- -- 4,292
------------- ------------- -------------
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 .............. -- -- 1,496
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 OCTOBER 31, 1997 AND 1996
(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 month period ended October 31, 1997, are not necessarily indicative of the
results that may be expected for the year ended July 31, 1998.
NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Union 69, LTD. is presented
to assist in understanding the Company's financial statements. The accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.
Organization and Basis of Presentation
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.
Nature of Business
The Company intends to acquire interests in various business
opportunities, which in the opinion of management will provide a profit to the
Company.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents to the extent the funds are not being held for
investment purposes.
6
<PAGE>
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 3 - CONVERTIBLE PREFERRED STOCK
The convertible preferred stock is convertible into common stock at
the option of the shareholder at any time after issuance of the convertible
preferred shares. The conversion ratio is one share of convertible preferred
stock for 30,000 shares of common stock.
The holders of convertible preferred stock shall be entitled to vote
on all matters at the ratio of one vote per share of common stock that it is
convertible into as if the shares had been converted.
In the event of any voluntary or involuntary liquidations (whether
complete or partial), dissolution, or winding up of the corporation, the holders
of the convertible preferred stock shall be entitled to be paid an amount in
cash equal to the net book value of the corporation on the date of liquidation,
plus all unpaid dividends, whether or not previously declared, accrued thereon
to the date of final distribution.
NOTE 4 - INCOME TAXES
As of October 31, 1997, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately $2,900,000.
Current tax laws limit the amount of loss available to be offset against future
taxable income when a substantial change in ownership occurs. Therefore, the
amount available to offset future taxable income may be limited.
NOTE 5 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with
a development stage company, the Company has had recurring losses during its
development stage.
NOTE 6 - COMMITMENTS
As of October 31, 1997 all activities of the Company have been
conducted by corporate officers from either their homes or business offices.
Currently, there are no outstanding debts owed by the company for the use of
these facilities and there are no commitments for future use of the facilities.
7
<PAGE>
NOTE 7 - STOCK SPLIT
On May 13, 1997 the Board of Directors authorized 200 to 1 reverse
stock split of the Company's $.001 par value common stock. As a result of the
split, 17,441,686 shares were canceled, and additional paid-in capital was
increased by $17,441. All references in the accompanying financial statements to
the number of common shares and per-share amounts for 1997 and prior have been
restated to reflect the reverse stock split.
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 for the year ended July 31, 1997.
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 such required additional funding
will be available or, if available, that it can be obtained on terms favorable
to the Company.
8
<PAGE>
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 October 31, 1997.
9
<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)
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE OF UNION 69, LTD. AS OF OCTOBER 31, 1997 AND THE RELATED STATEMENTS OF
OPERATIONS AND CASH FLOWS FOR THE THREE MONTHS THEN ENDED AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-END> OCT-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<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>
