SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
Quarterly Report under Section 13 or 15(d) of
The Securities Exchange Act of 1934
For Quarter Ended Commission File Number
October 31, 1999 2-91824-D
Union 69, Ltd
(Exact name of registrant as specified in its charter)
Delaware 84-1398190
(State of incorporation) (I.R.S. Employer
Identification No.)
Box 8029 CasteJon Drive La Jolla, California 92038
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1-858-456-7176
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 such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes X ; No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 31, 1999
Common stock: 1,377,647
$0.001 par value
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
UNION 69, LTD.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
October 31, July 31,
----------- -----------
1999 1999
----------- -----------
ASSETS ........................................... $ -- $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts Payable ............................... $ 1,230 $ 1,230
Shareholder Advances ........................... $ 2,827 $ 2,827
----------- -----------
Total Liabilities .......................... 4,057 4,057
----------- -----------
Stockholders' Equity
Preferred stock (par value $.001), 5,000,000
shares authorized, 657 shares issued at
October 31, 1999 and July 31, 1999 ............. 1 1
Common stock (par value $.001), 50,000,000
shares authorized, 1,377,647 shares issued
and outstanding October 31, 1999 and
July 31, 1999 .................................. 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 ..... (6,886) (6,886)
----------- -----------
Total Stockholders' Equity ................. (4,057) (4,057)
----------- -----------
Total Liabilities and Stockholders' Equity . $ -- $ --
=========== ===========
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
UNION 69, LTD.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Cumulative
Since
For the Three Months Ended Inception of
October 31, Development
-----------------------------
1999 1998 Stage
------------- ------------- -------------
Revenues ..................... $ -- $ -- $ --
------------- ------------- -------------
Expenses ..................... -- -- 6,886
------------- ------------- -------------
Net Loss .............. $ -- $ -- $ (6,886)
============= ============= =============
Basic & Diluted loss per share $ -- $ --
============= =============
The accompanying nots are an integral part of these financial statements.
3
<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
----------------------------------
1999 1998 Stage
------------- ------------- -------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S> <C> <C> <C>
Net Loss .................................. $ -- $ -- $ (6,886)
Increase (Decrease) in Accounts Payable ... -- -- (239)
------------- ------------- -------------
Net Cash Used in operating activities ... -- -- (7,125)
------------- ------------- -------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities -- -- --
------------- ------------- -------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds From Shareholder Advances ........ -- -- 2,827
Proceeds From Capital Stock Issued ........ -- -- 4,295
------------- ------------- -------------
Net cash provided by financing activities -- -- 7,125
------------- ------------- -------------
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 .............. -- -- 1,586
SUPPLEMENTAL DISCLOSURE OF NON-
CASH INVESTING AND FINANCING
ACTIVITIES:
None
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
UNION 69, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 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 month period ended October 31, 1999, are not necessarily indicative of the
results that may be expected for the year ended July 31, 2000.
Organization:
Plaza Group, Inc., hereinafter referred to as the "Company" was
incorporated on April 24, 1984 under the laws of the State of Delaware for the
principal purpose of engaging in any and all types of business or properties.
General
On November 7, 1984 the United States Securities and Exchange
Commission granted an effective date to a registration statement on
Form S-18 filed by the Company in the Denver office, as Commission File
Number 2-91824-D. The registration statement was for an offering of
800,000 Units at $0.50 per unit.
The offering filed by the Company was a "Blank Check" offering and
since the date of incorporation the company has not engaged in any
meaningful business and is considered a development stage company. The
company ceased all operating activities during the period from July
31,1987 to March 24,1996 and was considered dormant.
The proposed business activities described herein may classify the Company
as a "Blank Check" company. Many states have enacted statutes, rules and
regulations limiting the sale of securities of "Blank Check" companies in their
respective jurisdictions. In order to comply with these various limitations,
management does not intend to undertake any efforts to sell any additional
securities of the Company, either debt or equity, or cause a market to develop
in the Company's securities until such time as the Company has successfully
implemented its business plan described herein
On April 2, 1996, the Company obtained a certicate of renewal from the
State of Delaware. On April 2, 1996 the Compnay obtained a certificate of
amendent of "Plaza Group, Inc., changing the name from Plaza group, Inc to Union
69, Ltd".
5
<PAGE>
Nature of Business:
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of a
corporation which reports under Section 13 and 15 of the Securities Exchange Act
of 1934 (the "Exchange Act"). The Company will not restrict its search to any
specific business; industry or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that it may
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. This lack of
diversification should be considered a substantial risk to shareholders of the
Company because it will not permit the Company to offset potential losses from
one venture against gains from another.
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.
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.
Loss per Share:
The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
Per-Share
Income Shares Amount
(Numerator) (Denominator)
For the three months ended October 31, 1999
Basic Loss per Share
Loss to common shareholders ................ $ -- 1,377,647 $ --
======= ========= =======
For the three months ended October 31, 1998
Basic Loss per Share
Loss to common shareholders ................ $ -- 1,377,647 $ --
======= ========= =======
The effect of outstanding common stock equivalents would be anti-dilutive
or immaterial for 1999 and 1998 and are thus not considered.
6
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General- this discusses should be read in conjunction with management's
Discussion and Analysis of Financial Conditions and results in the Company's
annual report on Form 10 KSB for the year ended July 31, 1999.
Results of Operations-- For quarter ended October 31, 1999 compared to same
period in 1998 are not necessarily indicative of the results that may be
expected for the year ended July 31, 1999.
The Company has no current business operations. The Company had no expenses for
the three-month period ended October 31, 1999 and 1998. The Comapny had no
revenues for the three month period ended October 31, 1999 and 1998. The Company
recorded no loss or profit for the three month period ended October 31, 1999 and
1998. Losses on operations may occur until sufficient revenues can be achieved.
Liquidity and Capital Resources
The Company requires working capital principally to fund its current
operating expenses for which the Company has relied on short-term borrowings
and/or the issuance of restricted common stock. There are no formal commitments
from banks or other lending sources for lines of credit or similar short-term
borrowings, 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 borrowings have been obtained from a principal shareholder or other
related entities.
In order to complete any acquisition, the Company may be required to
supplement its available cash and other liquid assets with proceeds from
borrowings, the sale of additional securities, including the private placement
of restricted stock and/or a public offering, or other sources. There can be no
assurance that any such required additional funding will be available or
favorable to the Company.
Because management controls 93.47% of voting rights, management may
actively negotiate or otherwise consent to the purchase of any portion of their
stock as a condition to or in connection with a proposed merger or acquisition.
Furthermore, management could consent or approve any particular stock buy-out
transaction without shareholder approval. In the event that an appropriate
merger candidate is located, the Company may need to pay cash finder's fees or
may issue securities (debt or equity) as a finders's fee. Finder's fees or other
acquisition related compensation may be paid to officers, directors, promoters
or their affiliates. Any such finder's fee paid to an officer, director,
promoter, or affiliate may present a conflict of interest because of the
non-arms length nature of such transaction. There are no such negotiations in
progress or contemplated.
There are no arrangements or understandings between non-management
shareholders and management under which non-management shareholders may directly
or indirectly participate in or influence the management of the Company's
affairs.
Year 2000 issues- "Year 2000 problems" result primarily from the inability
of some computer software to properly store, recall or use data after December
31, 1999. The Company is engaged primarily in organizational and fund raising
activities and accordingly, does not rely on information technology ("IT")
systems. Accordingly, the Company does not believe that it will be materially
affected by Year 2000 problems. The Company relies on non-IT systems that may
suffer from Year 2000 problems including telephone systems, facsimile and other
office machines. Moreover, the Company relies on third parties that may suffer
from Year 2000 problems that could affect the Company's minimal operations; the
Company does not believe that such non-IT systems or third-party Year 2000
problems will affect the Company in a manner that is different or more
substantial than such problems affect other similarly situated companies.
Consequently, the Company does not currently intend to conduct a readiness
assessment of Year 2000 problems or develop a detained contingency plan with
respect to Year 2000 problems that may affect the Company or third parties.
The foregoing is a "Year 2000 Readiness Disclosure" within the meaning of
the Year 2000 Information and Readiness Disclosure Act of 1998.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Default 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, 1999.
<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.
Union 69, Ltd
Date: December 3, 1999
By: /S/ Michael Johnson
--------------------------
Michael Johnson, President
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE OF UNION 69, LTD. AS OF OCTOBER 31, 1999 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-31-2000
<PERIOD-END> OCT-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 4
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> (5)
<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>
