<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
---------------------
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-14962
-------
THE PARK GROUP, LTD.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1028825
- ----------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
632 Luzon Avenue
Tampa, Florida 33606
----------------------------------------
(Address of principal executive offices)
(813) 254-5508
---------------------------
(Issuer's telephone number)
No change
--------------------------------------
(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 ____ No X .
----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 33,690,000 shares of Common
---------------------------
Stock, par value $.0001 per share, outstanding as of October 30, 1997.
- ---------------------------------------------------------------------
<PAGE>
FORM 10-QSB
FINANCIAL STATEMENTS AND SCHEDULES
THE PARK GROUP, LTD.
For the Quarter ended September 30, 1997
The following financial statements and schedules of the registrant and its
consolidated subsidiaries are submitted herewith:
PART I- FINANCIAL INFORMATION
-----------------------------
Page of
Form 10-QSB
-----------
Item 1. Financial Statements:
Balance Sheet -- September 30, 1997 and
December 31, 1996 3
Statement of Changes in Stockholder's Equity
-- September 30, 1997 4
Statement of Operations for the nine months
ended September 30, 1997 and 1996 5
Statement of Cash Flows for the nine months
ended September 30, 1997 and 1996 6
Notes to Financial Statements 7, 8
Item 2. Management's Discussion and Analysis or
Plan of Operation 9
- --------------------------------------------------------------------------------
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
-2-
<PAGE>
THE PARK GROUP, LTD.
BALANCE SHEET
September 30, December 31,
1997 1996
(Unaudited)
ASSETS
TOTAL ASSETS $ 40 $ 0
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Accrued expenses $ 400 $ 0
Due to stockholders 14,645 4,879
--------- ---------
Total Liabilities 15,045 4,879
--------- ---------
Stockholder's equity
Common stock, $.0001 par value;
1,000,000,000 shares authorized,
33,690,000 issued and outstanding 3,369 3,369
Preferred stock, no par value; 100,000,000
shares authorized, none issued and outstanding
Paid-in capital 219,733 219,733
Accumulated deficit (238,107) (227,981)
Total Stockholder's Equity (Deficit) ( 15,005) ( 4,879)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 40 $ 0
========= =========
<PAGE>
THE PARK GROUP, LTD.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock Paid In Accumulated
Shares Amount Capital Deficit Total
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1997 33,690,000 $3,369 $219,733 $(227,981) $( 4,879)
Net loss, September 30, 1997 0 0 0 ( 10,126) ( 10,126)
---------- ------ -------- --------- ---------
Balance, September 30, 1997 33,690,000 $3,369 $219,733 $(238,107) $( 15,005)
========== ====== ======== ========= =========
</TABLE>
<PAGE>
THE PARK GROUP, LTD.
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
1997 1996
REVENUES $ 0 $ 0
---------- ----------
OPERATING EXPENSES
Professional 7,761 3,460
General and administrative
expenses 2,365 1,185
---------- ----------
TOTAL EXPENSES 10,126 4,645
---------- ----------
NET LOSS $ ( 10,126) $ ( 4,645)
LOSS PER SHARE
Net loss per share NIL NIL
========== ==========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 33,690,000 33,690,000
========== ==========
<PAGE>
THE PARK GROUP, LTD.
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $( 10,126) $( 4,645)
Increase in accrued expenses 400 3,000
--------- --------
NET CASH USED BY OPERATING ACTIVITIES ( 9,726) ( 1,645)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Stockholder's loans 9,766 1,645
--------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 9,766 1,645
--------- --------
NET INCREASE (DECREASE) IN CASH 40 0
BEGINNING CASH 0 0
--------- --------
ENDING CASH $ 40 $ 0
========= ========
<PAGE>
THE PARK GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
- ------------------
The Corporation, incorporated in the State of Colorado, commenced business
operations on January 24, 1986. The books and records of the Company are kept
in Florida and managed by a majority stockholder of the Corporation. The
Company is commonly known as a blind pool. The Company is currently seeking the
acquisition of, or merger with an existing company.
Estimates
- ---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures 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 and assumptions.
Related Party Transactions
- --------------------------
The Company's President, Herbert R. Donica, provides management, legal,
administrative services, and office space. For the nine months ended September
30, 1997 and 1996 there were no charges for these items.
Income Taxes
- ------------
As of September 30, 1997, the Company had a $283,894 net operating loss
carryforward available to offset future taxable income through 2001.
General
- -------
The financial data for the nine months ended September 30, 1997 and 1996 is
unaudited, but includes all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of the results of operations for such periods.
<PAGE>
THE PARK GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(UNAUDITED)
NOTE 2 - CAPITAL STOCK
In July of 1996 the Company amended and restated its articles of incorporation
to increase the authorized number of shares of common stock from 1,000,000 to
1,000,000,000, and to authorize 100,000,000 shares of preferred stock the
relative rights to be established by the Board of Directors at the time of
issuance.
NOTE 3 - GOING CONCERN
As shown in the financial statements, the Company incurred a net loss of $10,126
for the nine months ended September 30, 1997. Combined with the fact that the
Company has no working capital and an accumulated deficit of $238,107, it is
management's assertion that these circumstances may hinder the Company's ability
to continue as a going concern. As of the date of this report, management has
not developed a formal plan to raise funds for neither the Company's short or
long term needs.
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
The Company incurred a net loss of $4,879 for the year ended December 31,
1996 and $10,126 for the nine months ended September 30, 1997. Combined with
the fact that the Company has no working capital and an accumulated deficit of
$238,107, it is management's assertion that these circumstances may hinder the
Company's ability to continue as a going concern.
The Company completed a private placement of its stock on February 13,
1995. The Company's three directors and two affiliates purchased a total of
18,000,000 shares for an aggregate purchase price of $4,500. The Company
currently has virtually no cash or other assets.
The Company continues to evaluate merger proposals. In November 1994, in
connection with its goal of combining with a viable private entity, the Company
and its majority shareholders enlisted the assistance of certain individuals.
In connection with this assistance, the Company's majority shareholder, Mr.
Donica (the "Grantor"), sold options to such individuals (the "Optionee") for
nominal consideration, to purchase an aggregate of 6,196,000 shares owned by Mr.
Donica at an exercise price of $.0001 per share which may be exercised in whole
at any time, or in part from time to time, beginning on the 91st day after the
date (the "Exercise Date") on which, in the Optionee's sole discretion, the
Grantor ceases to be an affiliate of the Company and ending at 5:00 p.m.,
E.S.T., on the fifth anniversary of such date (the "Expiration Date").
Plan of Operation. The Company has not realized any revenues from
------------------
operations in the past two fiscal years, and its plan of operation for the next
twelve months shall be to continue its efforts to locate suitable acquisition
candidates. It cannot continue to satisfy its cash requirements for at least
the next twelve months.
Liquidity and Capital Resources. As of September 30, 1997, the Company had
--------------------------------
assets of $40 and liabilities of $15,045. This compares to assets of $0 and
liabilities of $4,879 for the year ended December 31, 1996.
Results of Operations. The Company has not conducted any active operations
----------------------
in the past two fiscal years, except for the selling of options by the Grantor
to the Optionee for nominal consideration and its efforts to locate suitable
acquisition transactions. No revenue has been generated by the Company. It is
unlikely the Company will have any revenues unless it is able to obtain
additional capital or effect an acquisition of or merger with an operating
company, of which there can be no assurance.
-9-
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. To the best knowledge of the officers and
-----------------
directors, neither the Company nor any of its officers and directors
are party to any legal proceeding or litigation. The officers and
directors know of no such litigation being threatened or contemplated.
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.
--------------------------------
(a) Exhibit No. Description
---------- -----------
27.1 Financial Data Schedule
(b) Reports on Form 8-K. None.
-10-
<PAGE>
SIGNATURES
----------
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: November 12, 1997 THE PARK GROUP, LTD.
By: /s/ Herbert R. Donica
----------------------
Herbert R. Donica, President and
Treasurer
-11-
<PAGE>
EXHIBIT INDEX
27.1 Financial Data Schedule
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARK GROUP, LTD. FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER
30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 40
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 40
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 40
<CURRENT-LIABILITIES> 15,045
<BONDS> 0
0
0
<COMMON> 3,369
<OTHER-SE> (18,374)
<TOTAL-LIABILITY-AND-EQUITY> 40
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,126
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10,126)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,126)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,126)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
