U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended March 31, 1999
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934.
For the transition period from to
Commission File Number: 2-98083-A
CATHEL PARTNERS, LTD.
(Exact name of registrant as specified in its charter)
Delaware 59-2571253
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
68 Schraalenberg Road
PO Box 233
Harrington Park, NJ 07640
(Address of principal executive offices)
(201) 784-5190
(Registrant's telephone number, including area code)
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 X No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 469,203 shares of common stock
outstanding.
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed financial statements for the period ended March 31, 1999
included herein have been prepared by Cathel Partners, Ltd. (the "Company")
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission (the "Commission"). In the opinion of management, the
statements include all adjustments necessary to present fairly the financial
position of the Company as of March 31, 1999, and the results of operations and
cash flows for the three months period ended March 31, 1999 and 1998.
The Company's results of operations during the three months of the
Company's fiscal year are not necessarily indicative of the results to be
expected for the full fiscal year.
The financial statements included in this report should be read in
conjunction with the financial statements and notes thereto in the Company's
Annual Report on Form 10-K for the fiscal years ended December 31, 1998 and
1997.
<PAGE>
<TABLE>
<CAPTION>
CATHEL PARTNERS, LTD.
(FORMERLY B. C. COMMUNICATIONS, INC.)
(A heating system development company)
BALANCE SHEET
ASSETS
March 31,
1999
(Unaudited)
Current Assets:
<S> <C>
Cash $ 327
Total Assets $ 327
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable $ 7,000
Stockholders Equity:
Common Stock $.00001 par value
500,000,000 shares authorized
469,203 shares issued and outstanding.
Additional paid-in capital 1,285,279
Retained (Deficit) (1,291,957)
Total Stockholders' Equity (Deficit) (6,673)
Total Liabilities
and Stockholders' Equity $ 327
</TABLE>
The accompanying Notes are an integral part of these Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
CATHEL PARTNERS, LTD.
(FORMERLY B. C. COMMUNICATIONS, INC.)
(A heating system development company)
STATEMENT OF OPERATIONS
THREE MONTHS ENDED
MARCH 31, 1999 AND 1998
1998 1997
(Unaudited) (Unaudited)
<S> <C> <C>
Revenue $ -0- $ -0-
Operating Expenses 18 18
Net (Loss) $(18) $(18)
Earnings per share $ .00 $ .00
Weight Average Shares Outstanding 469,203 469,203
</TABLE>
The accompanying Notes are an integral part of these Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
CATHEL PARTNERS, LTD.
(FORMERLY B.C. COMMUNICATIONS, INC.)
(A heating system development company)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS
ENDED MARCH 31, 1999 AND 1998
1997 1996
(Unaudited) (Unaudited)
Cash Flow from Operations:
<S> <C> <C>
Net (Loss) $ (18) $ (54)
Net Cash Flow from Operations (18) (54)
Cash - Beginning 345 417
Cash - Ending $ 327 $ 399
</TABLE>
The accompanying Notes are an integral part of these Financial Statements.
<PAGE>
CATHEL PARTNERS, LTD.
(FORMERLY B. C. COMMUNICATIONS, INC.)
(A heating system development company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1998
Note 1 - Summary of Significant Accounting Policies
Organization of Business - Cathel Partners, Ltd. (formerly B.C.
Communication, Inc.)(the "Company") was incorporated in the state of Delaware on
June 7, 1985. The Company originally intended to develop, produce, and
distribute programs of a talk and interview format for commercial and pay
television. The Company exhausted its funds on the incomplete production of a
show and decided to seek other business opportunities which would offer growth
and development.
On February 14, 1987, the Company acquired 73.75 percent of Kinetic
Systems, Inc., a Delaware corporation, which was trying to develop a closed
chamber, forced hot air, liquid heating system for use in residential and
commercial buildings. On March 31, 1988, pursuant to a February 14, 1987
agreement, the Company received the remaining 26.25 percent of Kinetic Systems,
Inc., in exchange for 78,750,000 shares of the Companies common stock. Kinetic
Systems, Inc., became a wholly owned subsidiary of the Company.
On January 28, 1993, the Company sold 100 percent of the issued and
outstanding shares of common stock of Kinetic Systems, Inc., to the Barrister
Group, Ltd., for $100,000. The Company has been inactive since 1993.
Earnings per Share - The net income (loss) per share is based on the
weighted average number of share outstanding during the period.
Income Taxes - Deferred income taxes are recorded to reflect the tax
consequences on future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each year end. The tax
benefit to operating losses and tax credit carryforwards are recognized if
management believes, based on available evidence, that is more likely than not
that they will be realized. Investment tax credits are accounted for under the
flow-through method.
Anticipated Effect of Recently Issued Statements of Financial Accounting
Standards - The Company does not expect the effect of recently issued Financial
Accounting Standards, when adopted, to have a material impact on its financial
statements and results of operations.
<PAGE>
CATHEL PARTNERS, LTD.
(FORMERLY B. C. COMMUNICATIONS, INC.)
(A heating system development company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
Note 2 - Income Taxes
The Company has a net operating loss carryforward of $1,125,134 which
expires from 2001 through 2013.
Note 3 - Stockholders' Equity
In September, 1985, the Company sold 25,000,000 units at $.01 per unit in a
public offering, each unit consisting of one share of common stock and two
redeemable warrants. The redeemable warrants were exerciseable at $.015 per
share of common stock. 49,423,000 warrants were exercised resulting in net
proceeds to the Company of $741,344.
On February 14, 1987, the Company exchanged 221,250,000 shares of common
stock in exchange for 73.75 percent of the common stock of Kinetic Systems, Inc.
On April 14, 1988, the Company's Board of Directors amended an agreement
with Mr. Eugene Perkins, inventor of Kinetic Systems, Inc. heating systems, and
in lieu of cash, issued to Mr. Perkins 20,000,000 shares of restricted shares of
common stock valued at $350,000 for additional research and development of the
heating system.
On March 31, 1988, pursuant to a February 14, 1987 agreement, the Company
issued 78,750,000 shares of common stock in exchange for the remaining 26.25
percent of Kinetic Systems, Inc.
In 1995, the Company recorded a 1,000 for 1 reverse stock split reducing
the number of shares outstanding to 469,203.
Note 4 - Going Concern
The Company has experienced operating loss of $1,291,957 since inception.
The Company needs to acquire a company or raise capital if it is to continue as
a going concern.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
for the Three months ended March 31, 1999 and 1998
------------------------------------------------
Results of Operations
For the three months ended March 31, 1999 as compared to the three months
ended March 31, 1998.
The company has remained inoperative. Revenue and earnings per share
remained $-0- for both the three months ended March 31, 1999 and 1998. The
activities of the Company during the three months ended March 31, 1998 and 1999
consisted of preparing and filing corporate income tax returns and filings for
the Securities and Exchange Commission.
Liquidity And Capital Resources for the three months ended March 31, 1999.
As of March 31, 1999, the Company's net cash flow from operations was a
loss of $18 which was consistent with the Company's net cash flow from
operations for the three months ended March 31, 1998.
The Company has experienced an operating loss of $1,291,957 since its
inception, and needs to acquire a company or raise capital if it is to continue
as a going concern
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
No legal proceedings were brought, are pending or are threatened during the
quarter.
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
No 8-K has been filed.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Cathel Partners, Ltd.
(Registrant)
By: /s/ ROBERT SCHUCK
------------------
ROBERT SCHUCK
PRESIDENT
Dated: December 6, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
financial statements for the nine month period ended March 31, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-END> Mar-31-1999
<CASH> 327
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 327
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 327
<CURRENT-LIABILITIES> 327
<BONDS> 0
0
0
<COMMON> 469,203
<OTHER-SE> (6,673)
<TOTAL-LIABILITY-AND-EQUITY> 399
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 18
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 18
<INCOME-TAX> 0
<INCOME-CONTINUING> 18
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
