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(sequentially
numbered document)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-QSB
[x] QUARTERLY REPORT PURSUANT TO ss.13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO ss.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 Small Business Issuer 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
---------------------------
(Issuer's telephone number)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the Issuer 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.
Common stock, par value $0.01 17,325,427
- ----------------------------- ----------------------------
(Class) (Outstanding at May 6, 1999)
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HEALTH & LEISURE, INC.
<TABLE>
Table of Contents
-----------------
<CAPTION>
Page #
------
<S> <C>
PART I - FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Consolidated Balance Sheets at March 31, 1999
and December 31, 1998 3 - 4
Consolidated Statements of Operations for
the three months ended March 31, 1999
and 1998 5
Consolidated Statements of Changes in
Shareholders' Equity for the period March 13,
1985 (date of inception) to March 31, 1999 6 - 8
Consolidated Statements of Cash Flows for the
three months ended March 31, 1999 and 1998 9
Notes to the Consolidated Financial Statements 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11
PART II - OTHER INFORMATION
-----------------
Item 6. Exhibits and Reports on Form 8-K 12
Signature Page 13
</TABLE>
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Page 3 of 13 pages
PART I - FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
<TABLE>
HEALTH & LEISURE, INC.
(a development stage company)
CONSOLIDATED BALANCE SHEETS
<CAPTION>
ASSETS
------
March 31,
1999 December 31,
(Unaudited) 1998
----------- -----------
<S> <C> <C>
Current Assets:
Cash $ -0- $1,435
------- ------
Furniture and Fixtures, less
accumulated depreciation -0- -0-
------- ------
Total Assets $ -0- $1,435
======= ======
</TABLE>
See notes to consolidated financial statements.
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<TABLE>
<CAPTION>
LIABILITIES
-----------
March 31,
1999 December 31,
(Unaudited) 1998
----------- ------------
<S> <C> <C>
Current Liabilities:
Accounts payable - trade $ 42,164 $ 33,749
Accrued officer wages 348,000 342,000
Accrued interest - officer 90,511 86,336
Current portion of long-term debt 1,642 4,120
----------- -----------
Total current liabilities 482,317 466,205
----------- -----------
Other Liabilities:
Long-term debt, less current
portion:
Officer 227,779 224,104
----------- -----------
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 (2,096,586) (2,075,364)
----------- -----------
Total shareholders' equity
(deficit) (710,096) (688,874)
----------- -----------
Total Liabilities and Shareholders'
Equity (Deficit) $ -0- $ 1,435
=========== ===========
</TABLE>
See notes to consolidated financial statements.
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Page 5 of 13 pages
<TABLE>
HEALTH & LEISURE, INC.
(a development stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
------------------------
1999 1998
---- ----
<S> <C> <C>
Consulting Income $ 16,000 $ 14,803
Operating Expenses:
Administrative and general 32,966 23,415
----------- -----------
Operating income (loss) (16,966) (8,612)
----------- -----------
Other Income (Expense):
Interest expense (4,256) (4,456)
----------- -----------
Net Loss $ (21,222) $ (13,068)
=========== ===========
Net Loss Per Common Share $ (0.001) $ (0.001)
=========== ===========
Weighted Average Shares Out-
standing During the Period 17,325,427 17,325,427
=========== ===========
</TABLE>
See notes to consolidated financial statements.
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Page 6 of 13 pages
<TABLE>
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 March 31, 1999
<CAPTION>
Deficit
Common Stock 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>
See notes to consolidated financial statements.
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Page 7 of 13 pages
<TABLE>
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 March 31, 1999
<CAPTION>
Deficit
Common Stock 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 Year (58,056) (58,056)
---------- ------- --------- ---------- --------
Balance, December 31,
1995 17,325,427 173,254 1,213,236 (1,939,944) (553,454)
Net Loss for the Year (63,365) (63,365)
---------- ------- --------- ---------- --------
Balance, December 31,
1996 17,325,427 173,254 1,213,236 (2,003,309) (616,819)
Net Loss for the Year (36,497) (36,497)
---------- ------- --------- ---------- --------
Balance, December 31,
1997 17,325,427 173,254 1,213,236 (2,039,806) (653,316)
</TABLE>
See notes to consolidated financial statements.
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Page 8 of 13 pages
<TABLE>
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 March 31, 1999
<CAPTION>
Deficit
Common Stock 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,
1997 17,325,427 173,254 1,213,236 (2,039,806) (653,316)
Net Loss for the year (35,558) (35,558)
---------- -------- ---------- ----------- ---------
Balance, December 31,
1998 17,325,427 173,254 1,213,236 (2,075,364) (688,874)
Net Loss for the period (21,222) (21,222)
---------- -------- ---------- ----------- ---------
Balance, March 31, 1999 17,325,427 $173,254 $1,213,236 $(2,096,586) $(710,096)
========== ======== ========== =========== =========
</TABLE>
See notes to consolidated financial statements.
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Page 9 of 13 pages
<TABLE>
HEALTH & LEISURE, INC.
(a development stage company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
------------------
1999 1998
---- ----
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss $(21,222) $(13,068)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Increase in liabilities:
Accounts payable 8,415 2,566
Accrued expenses 10,175 10,175
-------- --------
Net cash provided (used)
by operating activities (2,632) (327)
-------- --------
Cash Flows From Financing Activities:
Principal payments on bank debt (2,478) (2,718)
Proceeds of borrowings from officer 3,675 2,850
-------- --------
Net cash provided (used)
by financing activities 1,197 132
-------- --------
Net Increase (Decrease) in Cash (1,435) (195)
Cash, beginning of period 1,435 281
-------- --------
Cash, end of period $ -0- $ 86
======== ========
Supplemental Disclosure of Cash Flows
Information:
Cash paid for interest $ $ 281
======== ========
</TABLE>
See notes to consolidated financial statements.
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Page 10 of 13 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 three months ended
March 31, 1999, 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, 1998.
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Page 11 of 13 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 March 31, 1999, 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, acquire or otherwise
affiliate.
During the first quarter of 1999, the Company provided pharmaceutical consulting
which resulted in consulting revenue of $16,000 compared to consulting revenues
of $14,803 during the first quarter of 1998.
Administration and general expense increased from $23,415 for the three months
ended March 31, 1998 to $32,966 for the three months ended March 31, 1999, or
approximately 41%. The increase occurred because in 1999 the Company had more
activity than during 1998. The Company is continuing to search for businesses
with which it can combine. The expenses incurred during the quarter ended March
31, 1999, 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 March 31, 1999, the Company's operations were funded by
receipt of consulting fees, unpaid salaries to the Company's president in the
amount of $6,000 and accrued interest payable to the Company's president in the
amount of $4,175. In addition, the Company's president advanced $3,675 to the
Company.
<PAGE> 12
Page 12 of 13 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.
<PAGE> 13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
HEALTH & LEISURE, INC.
Date May 6, 1999 by/S/ Robert M. Feldman
------------------ -------------------------------
Robert M. Feldman
President and Director
Date May 6, 1999 by/S/ Burton Schildhouse
------------------ -------------------------------
Burton Schildhouse
Secretary, Treasurer and
Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000774657
<NAME> HEALTH & LEISURE INC
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 482,317
<BONDS> 227,779
0
0
<COMMON> 173,254
<OTHER-SE> 1,213,236
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 16,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 32,966
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,256
<INCOME-PRETAX> (21,222)
<INCOME-TAX> 0
<INCOME-CONTINUING> (21,222)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (21,222)
<EPS-PRIMARY> (.001)
<EPS-DILUTED> (.001)
</TABLE>
