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, 1998
[ ] 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: 76,388,875 shares of Common
Stock, par value $.0001 per share, outstanding as of September 30, 1998.
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FORM 10-QSB
FINANCIAL STATEMENTS AND SCHEDULES
The Park Group, Ltd.
For the Quarter ended September 30, 1998
The following financial statements and schedules of the registrant and
its consolidated subsidiaries are submitted herewith:
PART I- FINANCIAL INFORMATION
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Page of
Form 10-QSB
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Item 1. Financial Statements:
Balance Sheet -- September 30, 1998 and December 31, 1997 3
Statement of Operations for the nine months ended September 30, 1998
and 1997 (unaudited) 4
Statement of Changes in Stockholder's Equity for the nine months ended
September 30, 1998 (unaudited) 5
Statement of Cash Flows for the nine months ended September 30, 1998
and 1997 (unaudited) 6
Notes to Financial Statements 7, 8
Item 2. Management's Discussion and Analysis or Plan of Operation 9
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THE PARK GROUP, LTD.
BALANCE SHEETS
September 30, December 31,
1998 1997
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 25 $ 5,386
--------- ---------
TOTAL ASSETS $ 25 $ 5,386
========= =========
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Accrued expenses $ 3,183 $ 1,682
Due to stockholders 0 19,395
Loan payable 0 2,250
--------- ---------
TOTAL CURRENT LIABILITIES 3,183 23,327
--------- ---------
STOCKHOLDERS EQUITY
Common stock, $.0001 par value;
1,000,000,000 shares authorized, 76,388,875
and 33,690,000 respectively issued and outstanding 7,639 3,369
Preferred stock, no par value; 100,000,000
shares authorized, none issued and outstanding
Paid-in capital 237,108 219,733
Accumulated deficit (247,905) (241,043)
--------- ---------
TOTAL STOCKHOLDERS EQUITY (DEFICIT) ( 3,158) ( 17,941)
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 25 $ 5,386
========= =========
3
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THE PARK GROUP, LTD.
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
1998 1997
REVENUES $ 0 $ 0
-------- --------
OPERATING EXPENSES
Professional 4,219 7,761
General and administrative expenses 2,643 2,365
-------- --------
TOTAL EXPENSES 6,862 10,126
-------- --------
NET LOSS $( 6,862) $(10,126)
======== ========
LOSS PER SHARE
Net loss per share NIL NIL
======== ========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 51,207,487 33,690,000
========== ==========
4
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THE PARK GROUP, LTD.
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
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<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 $(241,043) $(17,941)
Issuance of common stock for
Shareholder debt, June 11, 1998 42,698,875 4,270 17,375 21,645
Net loss for the nine months
ended September 30, 1998 0 0 0 ( 6,862) ( 6,862)
---------- ------ -------- --------- --------
Balance, September 30, 1998 76,388,875 $7,639 $237,108 $(247,905) $( 3,158)
========== ====== ======== ========= ========
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THE PARK GROUP, LTD.
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $( 6,862) $(10,126)
Increase (decrease) in:
Accrued expenses 1,501 400
-------- --------
NET CASH USED BY OPERATING ACTIVITIES ( 5,361) ( 9,726)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Stockholders loans 0 9,766
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 0 9,766
-------- --------
NET INCREASE (DECREASE) IN CASH ( 5,361) 40
BEGINNING CASH 5,386 0
ENDING CASH $ 25 $ 40
-------- --------
NON CASH FINANCING ATIVITIES
Issuance of 42,698,875 shares of common stock in satisfaction and cancellation
of stockholder indebtedness in the amount of $21,645.
6
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THE PARK GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 and 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. There have been no charges for
these items since prior to 1996.
Income Taxes
As of September 30, 1998, the Company had a $296,957 net operating loss
carryforward available to offset future taxable income through 2002.
General
The financial data for the nine months ended September 30, 1998 and 1997 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.
7
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THE PARK GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 and 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.
During May of 1998 the board of directors resolved to issue 42,698,875 shares
of its common stock to shareholders of the corporation. These shares were
issued on June 11th in satisfaction and cancellation of the indebtedness owing
to those shareholders in the amount of $21,645. The price per share paid
reflected the lack of any current market of the stock of the Corporation and
the speculative nature of any future value of the Corporation's shares of stock.
NOTE 3 - GOING CONCERN
As shown in the financial statements, the Company incurred a net loss of $6,862
for the nine months ended September 30, 1998. Combined with the fact that the
Company has no working capital and an accumulated deficit of $247,905, 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.
8
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
The Company incurred a net loss of $6,862 for the nine months ended
September 30, 1998 and $10,126 nine months ended September 30, 1997. Combined
with the fact that the Company has no working capital and an accumulated deficit
of $247,905 it is management's assertion that these circumstances may hinder
the Company's ability to continue as a going concern.
In May 1998, the Company issued an aggregate of 42,698,875 shares of
Common Stock with an aggregate purchase price of $21,645 for previous services
rendered and indebtedness to the Company. Herbert R. Donica, a director and the
Company's President, purchased 14,232,959 shares of Common Stock in exchange for
the cancellation of $7,215 of indebtedness of the Company to Mr. Donica. Steven
J. Goodman, a director of the Company, and Lawrence Kaplan, the Secretary and a
director of the Company, in addition to several other shareholders, each
purchased 7,116,479 shares of Common Stock in exchange for the cancellation of
$3,608 each in previous services rendered. The Company currently has virtually
no cash or other assets.
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 very little cash and no 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, 1998, the Company
had assets of $ 25.00 and liabilities of $ 3,183. This compares to assets of
$40.00 and liabilities of $15,045 as of December 31, 1997.
Results of Operations. The Company has not conducted any active
operations in the past two fiscal years except for 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
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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.
Year 2000 Computer Issue
In light of the fact that the Company has no active business, no
remedial measures will be necessary or taken to address the Year 2000 computer
issue.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K. None.
10
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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, 1998 THE PARK GROUP, LTD.
By: /s/ Herbert R. Donica
------------------------------
Herbert R. Donica
President and Treasurer
11
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from The
Park Group, Ltd. financial statements for the nine months ended September 30,
1998 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 25
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 25
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 25
<CURRENT-LIABILITIES> 3,183
<BONDS> 0
0
0
<COMMON> 7,639
<OTHER-SE> (10,797)
<TOTAL-LIABILITY-AND-EQUITY> 25
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,862
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,862)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,862)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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<NET-INCOME> (6,862)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
