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Previous: PRUTECH RESEARCH & DEVELOPMENT PARTNERSHIP II, 10-Q, 1996-05-15 |
Next: ICON CASH FLOW PARTNERS LP SERIES A, 10-Q, 1996-05-15 |
<PAGE> 1
Page 1 of 12 pages
(sequentially
numbered document)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO
Section 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1995
or
[ ] TRANSITION REPORT PURSUANT TO
Section 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition from __________ to __________
Commission File Number: 0-15807
---------
HEALTH & LEISURE, INC.
----------------------
(Exact name of Registrant as specified in its charter)
Delaware 31-1190725
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
203 East Broad Street, Columbus, Ohio 43215
--------------------------------------------
(Address of principal executive offices)
(614) 228-2225
--------------
(Registrant's telephone number, including area code)
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 such
filing requirements for 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.
Common stock, par value $0.01 17,325,427
- ----------------------------- --------------------------------
(Class) (Outstanding at November 10, 1995)
<PAGE> 2
Page 2 of 12 pages
HEALTH & LEISURE, INC.
Table of Contents
-----------------
<TABLE>
<CAPTION>
Page #
------
<S> <C>
PART I - FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 1995 and December 31, 1994 3-4
Consolidated Statements of Operations for the nine months
ended September 30, 1995 and 1994, and for the three months
ended September 30, 1995 and 1994 5
Consolidated Statements of Changes in Shareholders' Equity
for the period March 13, 1985 (date of inception)
to September 30, 1995 6-7
Consolidated Statements of Cash Flows for the nine months
ended September 30, 1995 and 1994 8
Notes to the Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II - OTHER INFORMATION
-----------------
Item 6. Exhibits and Reports on Form 8-K 11
Signature Page 12
</TABLE>
<PAGE> 3
Page 3 of 12 pages
PART I - FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
HEALTH & LEISURE, INC.
(a development stage company)
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30,
1995 December 31,
(Unaudited) 1994
------------- ------------
<S> <C> <C>
Current Assets:
Cash $ 270 $ -0-
----------- -----------
Furniture and Fixtures, less
accumulated depreciation -0- -0-
----------- -----------
Total Assets $ 270 $ -0-
=========== ===========
</TABLE>
See notes to consolidated financial statements.
<PAGE> 4
Page 4 of 12 pages
<TABLE>
<CAPTION>
LIABILITIES
-----------
September 30,
1995 December 31,
(Unaudited) 1994
------------- ------------
<S> <C> <C>
Current Liabilities:
Accounts payable - trade $ 25,482 $ 14,245
Accrued officer wages 264,000 246,000
Accrued interest - officer 44,516 33,040
Current portion of long-term debt 12,000 12,000
----------- -----------
Total current liabilities 345,998 305,285
----------- -----------
Other Liabilities:
Long-term debt, less current
portion:
Officer 214,343 184,343
----------- -----------
Bank 4,667 5,770
----------- -----------
SHAREHOLDERS' EQUITY (DEFICIT)
------------------------------
Preferred Stock, $.01 par value:
Authorized - 10,000,000 shares
Issued and outstanding - none
Common Stock, $.01 par value:
Authorized - 20,000,000 shares
Issued and outstanding - 17,325,427 shares 173,254 173,254
Additional Paid-In Capital 1,213,236 1,213,236
Deficit Accumulated During the Development Stage (1,951,228) (1,881,888)
----------- -----------
Total shareholders' equity
(deficit) (564,738) (495,398)
----------- -----------
Total Liabilities and Shareholders'
Equity (Deficit) $ 270 $ -0-
=========== ===========
</TABLE>
See notes to consolidated financial statements.
<PAGE> 5
Page 5 of 12 pages
HEALTH & LEISURE, INC.
(a development stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------------ -----------------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Consulting Income $ 9,000 $ 9,000 $ 27,000 $ 26,000
Operating Expenses:
Administrative
and general 12,531 20,662 83,678 61,987
----------- ----------- ----------- -----------
Operating loss (3,531) (11,662) (56,678) (35,987)
----------- ----------- ----------- -----------
Other Income (Expense):
Other income (expense) 37 65 114
Interest expense (4,284) (3,578) (12,727) (10,735)
----------- ----------- ----------- -----------
(4,284) (3,541) (12,662) (10,621)
----------- ----------- ----------- -----------
Net Loss $ (7,815) $ (15,203) $ (69,340) $ (46,608)
=========== =========== =========== ===========
Net Loss Per
Common Share $ (0.001) $ (0.001) $ (0.004) $ (0.003)
=========== =========== =========== ===========
Weighted Average
Shares Outstanding
During the Period 17,325,427 17,325,427 17,325,427 17,325,427
=========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
<PAGE> 6
Page 6 of 12 pages
HEALTH & LEISURE, INC.
(a development stage company)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
(Unaudited)
For the period March 13, 1985 (date of inception)
through September 30, 1995
<TABLE>
<CAPTION>
Common Stock Deficit
------------------------ Accumulated Total
Issued Capital in During Shareholders'
------------------------ Excess of Development Equity
Shares Amount Par Stage (Deficit)
------ ------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Proceeds from Initial
Issuance of Common
Stock on March 13,
1985, inception 300,000 $ 3,000 $ 3,000 $ 6,000
Retroactive Effect of
Recapitalization of
Health & Leisure,
Inc. 7,700,000 77,000 (3,000) $ (27,049) 46,951
--------- ------- ---------- ---------- ---------
Balance, March 13,
1985, inception,
as restated 8,000,000 80,000 (27,049) 52,951
Net Loss for the
Period (96,722) (96,722)
--------- ------- ---------- ---------
Balance, December 31,
1985 8,000,000 80,000 (123,771) (43,771)
Proceeds from Issuance
of Common Stock, net
of related costs of
$25,610 1,000,000 10,000 64,390 74,390
Proceeds from Exercise
of Series A Warrants 625,427 6,254 614,661 620,915
Net Loss for the Year (230,969) (230,969)
--------- ------- ---------- ---------- ---------
Balance, December 31,
1986 9,625,427 96,254 679,051 (354,740) 420,565
Proceeds from Exercise
of Options 140,000 1,400 (550) 850
Proceeds from Exercise
of Series A Warrants 10,000 100 9,900 10,000
Issuance of Shares
Pursuant to Finders
Fee Agreement 200,000 2,000 2,000
Costs Incurred in
Obtaining Capital (25,580) (25,580)
Net Loss for the Year (374,614) (374,614)
--------- ------- ---------- ---------- ---------
Balance, December 31,
1987 9,975,427 99,754 662,821 (729,354) 33,221
Dividend, 498,771
Shares of Entrepreneur,
Inc. (14,689) (14,689)
Net Loss for the Year (242,711) (242,711)
--------- ------- ---------- ---------- ---------
Balance, December 31,
1988 9,975,427 99,754 662,821 (986,754) (224,179)
</TABLE>
-continued-
See notes to consolidated financial statements.
<PAGE> 7
Page 7 of 12 pages
HEALTH & LEISURE, INC.
(a development stage company)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - Continued
(Unaudited)
For the period March 13, 1985 (date of inception)
through September 30, 1995
<TABLE>
<CAPTION>
Common Stock Deficit
------------------------ Accumulated Total
Issued Capital in During Shareholders'
------------------------ Excess of Development Equity
Shares Amount Par Stage (Deficit)
------ ------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31,
1988 9,975,427 99,754 662,821 (986,754) (224,179)
Debt Conversion 2,000,000 20,000 100,000 120,000
Common Shares Issued 1,500,000 15,000 95,000 110,000
Contribution of
Capital 106,415 106,415
Net Loss for the Year (156,153) (156,153)
---------- -------- ---------- ----------- ---------
Balance, December 31,
1989 13,475,427 134,754 964,236 (1,142,907) (43,917)
Common Shares Issued 3,850,000 38,500 241,500 280,000
Net Loss for the Year (490,642) (490,642)
---------- -------- ---------- ----------- ---------
Balance, December 31,
1990 17,325,427 173,254 1,205,736 (1,633,549) (254,559)
Net Loss for the Year (22,323) (22,323)
---------- -------- ---------- ----------- ---------
Balance, December 31,
1991 17,325,427 173,254 1,205,736 (1,655,872) (276,882)
Net Loss for the Year (78,322) (78,322)
---------- -------- ---------- ----------- ---------
Balance, December 31,
1992 17,325,427 173,254 1,205,736 (1,734,194) (355,204)
Donated Capital 7,500 7,500
Net Loss for the Year (85,884) (85,884)
---------- -------- ---------- ----------- ---------
Balance, December 31,
1993 17,325,427 173,254 1,213,236 (1,820,078) (433,588)
Net Loss for the Year (61,810) (61,810)
---------- -------- ---------- ----------- ---------
Balance, December 31,
1994 17,325,427 173,254 1,213,236 (1,881,888) (495,398)
Net Loss for the Period (69,340) (69,340)
---------- -------- ---------- ----------- ---------
Balance, September 30,
1995 17,325,427 $173,254 $1,213,236 $(1,951,228) $(564,738)
========== ======== ========== =========== =========
</TABLE>
See notes to consolidated financial statements.
<PAGE> 8
Page 8 of 12 pages
HEALTH & LEISURE, INC.
(a development stage company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------------
1995 1994
---- ----
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss $(69,340) $(46,608)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Increase (decrease) in
liabilities:
Accounts payable 11,237 (12,789)
Accrued expenses 29,476 25,963
-------- --------
Net cash used by
operating activities (28,627) (33,434)
-------- --------
Cash Flows From Financing Activities:
Principal payments on bank debt (5,875) (3,000)
Proceeds from bank debt 4,772 12,034
Proceeds of borrowings from officer 30,000 24,400
-------- --------
Net cash provided by
financing activities 28,897 33,434
-------- --------
Net Increase in Cash 270 -0-
Cash, beginning of period -0- -0-
-------- --------
Cash, end of period $ 270 $ -0-
======== ========
Supplemental Disclosure of Cash Flows
Information:
Cash paid for interest $ 1,251 $ 2,772
======= =======
</TABLE>
See notes to consolidated financial statements.
<PAGE> 9
Page 9 of 12 pages
HEALTH & LEISURE, INC.
(a development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - BASIS OF PRESENTATION
---------------------
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
omitted pursuant to such rules and regulations. The information
provided in this report reflects all adjustments that are, in the
opinion of management, necessary to present fairly the results of
operations for these periods. The results for the nine months ended
September 30, 1995, are not necessarily indicative of the results to be
expected for the full fiscal year.
These financial statements should be read in conjunction with the
audited financial statements of the Company contained in its report on
Form 10-K for the year ended December 31, 1994.
See notes to consolidated financial statements.
<PAGE> 10
Page 10 of 12 pages
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
- ---------------------
The Company is a "developmental stage company." In July 1987, the Company
began marketing to the general public, in the United States, disposable
chemical heat pads as hand and body warmers. The market for the heat pads did
not develop on a scale anticipated by management and the distribution of the
heat pads did not result in profitable operations. As a result, in February
1990, the Company entered into a new line of business, the marketing of long
distance telephone services. Because of the lack of revenues and cash flow,
the need for additional capitalization and the risk of liability exposure,
management of the Company thought it was in the best interest to discontinue
its involvement. In 1992, the Company transferred its interest in the long
distance telephone service joint venture to its former partner in the joint
venture, in exchange for a full release of liability and an indemnification.
As a result, the Company is no longer in the business of marketing long
distance telephone services. During the quarter ended September 30, 1995, the
Company continued to provide pharmaceutical consulting to pharmacy chains in
order to fund Company expenses, but the Company does not consider this
consulting ongoing business operations and is searching for a business with
which the Company can combine.
During the third quarter of 1995, the Company provided pharmaceutical
consulting which resulted in consulting revenue of $9,000.
Administration and general expense decreased from $20,662 for the three months
ended September 30, 1994 to $12,531 for the three months ended September 30,
1995, or approximately 39%. The decrease is a result of generally lessened
corporate activities in the quarter ended September 30, 1995. The
administrative and general expenses increased from $61,987 for the nine months
ended September 30, 1994 to $83,678 for the nine months ended September 30,
1995, or approximately 35%. The increase for the nine month period occurred
because the Company had incurred expenses in order to file Forms 10-K and 10-Q
for the periods December 31, 1991 through March 31, 1995 during this period.
The Company is continuing to search for business with which it can combine.
The expenses incurred during the quarter ended September 30, 1995, by the
Company, include the salary of the Company's president, $6,000, that was
accrued but not paid, professional fees, travel, and other administrative
expenses.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
During the quarter ended September 30, 1995, the Company's operations were
funded by receipt of consulting fees and from unpaid salaries in the amount of
$6,000 and accrued interest in the amount of $3,800.
See notes to consolidated financial statements.
<PAGE> 11
Page 11 of 12 pages
PART II - OTHER INFORMATION
-----------------
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits - None
b) No Form 8-K reports were filed or required during the quarter.
See notes to consolidated financial statements.
<PAGE> 12
Page 12 of 12 pages
SIGNATURE
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.
<TABLE>
<S> <C>
HEALTH & LEISURE, INC.
Date November 10, 1995 by /s/ Robert M. Feldman
--------------------- ----------------------------
Robert M. Feldman
President and Director
Date November 10, 1995 by /s/ Burton Schildhouse
--------------------- ------------------------------
Burton Schildhouse
Secretary, Treasurer and
Director
</TABLE>
See notes to consolidated financial statements.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000774657
<NAME> HEALTH & LEISURE, INC.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 270
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 270
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 270
<CURRENT-LIABILITIES> 345,998
<BONDS> 219,010
<COMMON> 173,254
0
0
<OTHER-SE> 1,213,236
<TOTAL-LIABILITY-AND-EQUITY> (564,736)
<SALES> 0
<TOTAL-REVENUES> 27,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 83,678
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,727
<INCOME-PRETAX> (69,340)
<INCOME-TAX> 0
<INCOME-CONTINUING> (69,340)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (69,340)
<EPS-PRIMARY> (.004)
<EPS-DILUTED> (.004)
</TABLE>
|
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