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
January 31, 2000 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 January 31, 2000
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)
January 31, July 31,
----------- -----------
2000 1999
----------- -----------
ASSETS ........................................... $ -- $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts Payable ............................... $ 2,212 $ 1,230
Shareholder Advances ........................... 4,695 2,827
----------- -----------
Total Liabilities .......................... 6,907 4,057
----------- -----------
Stockholders' Equity
Preferred stock (par value $.001), 5,000,000
shares authorized, 657 shares issued at
January 31, 2000 and July 31, 1999 ............. 1 1
Common stock (par value $.001), 50,000,000
shares authorized, 1,377,647 shares issued
and outstanding January 31, 2000 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 ..... (9,736) (6,886)
----------- -----------
Total Stockholders' Equity ................. (6,907) (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)
<TABLE>
<CAPTION>
Cumulative
Since
For the Three Months For the Six Months Inception of
Ended Ended
January 31, January 31, Development
-------------------------------------------------------------------------------
2000 1999 2000 1999 Stage
------------------ ------------------ ------------------ ------------------ -------------------
<S> <C> <C> <C> <C> <C>
Revenues $ -- $ -- $ -- $ -- $ --
-------------------------------------- ------------------ ------------------ -------------------
Expenses 2.850 30 2,850 30 9,736
------------------ ------------------ ------------------ ------------------ -------------------
Net Loss $ (2,850) $ (30) $ (2,850) $ (30) $ (9,736)
================== ================== ================== ================== ===================
Basic & Diluted
loss per share $ -- $ -- $ -- $ --
================== ================== ================== ==================
</TABLE>
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 six months ended of
January 31, Development
----------------------------------
2000 1999 Stage
------------- ------------- -------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S> <C> <C> <C>
Net Loss .................................. $ (2,850) $ (30) $ (9,736)
Increase (Decrease) in Accounts Payable ... 982 30 746
------------- ------------- -------------
Net Cash Used in operating activities ... (1,868) -- (8,990)
------------- ------------- -------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities -- -- --
------------- ------------- -------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds From Shareholder Advances ........ 1,868 -- 4,695
Proceeds From Capital Stock Issued ........ -- -- 4,295
------------- ------------- -------------
Net cash provided by financing activities 1,868 -- 8,990
------------- ------------- -------------
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 JANUARY 31, 2000
(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 six month periods ended January 31, 2000, 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 six months ended January 31, 2000
Basic Loss per Share
Loss to common shareholders ................ $(2,850) 1,377,647 $ --
======= ========= =======
For the three months ended January 31, 1999
Basic Loss per Share
Loss to common shareholders ................ $(2,850) 1,377,647 $ --
======= ========= =======
The effect of outstanding common stock equivalents would be anti-dilutive
or immaterial for 2000 and 1999 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 January 31, 2000 compared to same
period in 1999 are not necessarily indicative of the results that may be
expected for the year ended July 31, 2000.
The Company has no current business operations. The Company had $2,850 and $30
in expenses for the three month period ended January 31, 2000 and 1999. The
Comapny had no revenues for the three month period ended January 31, 2000 and
1999. The Company recorded a loss of $2,850 and $30 for the three month period
ended January 31, 2000 and 1999. 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.
7
<PAGE>
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
January 31, 2000.
8
<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: March 15, 2000
By: /S/ Michael Johnson
--------------------------
Michael Johnson, President
(Principal Financial and
Accounting Officer)
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE OF UNION 69, LTD. AS OF JANUARY 31, 2000 AND THE RELATED STATEMENTS OF
OPERATIONS AND CASH FLOWS FOR THE SIX MONTHS THEN ENDED AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-2000
<PERIOD-END> JAN-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 7
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> (8)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
