RILEY INVESTMENTS INC
10KSB/A, 1996-05-10
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                 FORM 10-KSB/A

                 ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED OCTOBER 31, 1995

             
                        COMMISSION FILE NUMBER33-4734-D

                            RILEY INVESTMENTS, INC.
                   (FORMERLY PACE GROUP INTERNATIONAL, INC.)
               (Exact name of registrant as specified in charter)

                 OREGON                           93-0950876
     (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)          Identification No.)

2020 S.W. FOURTH AVENUE, PORTLAND, OREGON                   97201
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code     (503) 266-7223

          Securities registered pursuant to section 12(b) of the Act:

          Title of Class        Name of each exchange on which registered
               NONE                          NONE

          Securities registered pursuant to section 12(g) of the Act:

                              NONE
                                  (Title of Class)

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 registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
o    No    x

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  o

State issuer's revenues for its most recent fiscal year: $1,498,263.

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock as of a specified date within the past 60
days: As of May 3, 1996, the aggregate market price of the voting stock held by
non-affiliates was approximately $603,134.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 3, 1996, the Company had
outstanding 386,702 shares of its common stock, par value $0.0001.

DOCUMENTS INCORPORATED BY REFERENCE.  None.

                     Transitional Small Business Disclosure
                      Format (Check one): Yes  o     No  x

<PAGE>

    The registrant hereby amends its annual report on Form 10-KSB in order to
electronically file its financial data schedule for such report.

SIGNATURES


     Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange of 1934, as amended, the Registrant has duly caused this amendment to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                   RILEY INVESTMENTS, INC.


Dated:  May 3, 1996                By  /s/ Mark T. Waller
                                      Mark T. Waller, President


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS AS OF OCTOBER 31, 1995, AND STATEMENTS OF OPERATIONS FOR THE YEAR ENDED
OCTOBER 31, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
       
<S>                                 <C>
<PERIOD-TYPE>                       YEAR
<FISCAL-YEAR-END>                   oct-31-1995
<PERIOD-START>                      nov-1-1995
<PERIOD-END>                        oct-31-1995
<CASH>                              36,562
<SECURITIES>                        0
<RECEIVABLES>                       80,865
<ALLOWANCES>                        5,000
<INVENTORY>                         18,682
<CURRENT-ASSETS>                    144,473
<PP&E>                              2,662,062
<DEPRECIATION>                      2,554,735
<TOTAL-ASSETS>                      261,800
<CURRENT-LIABILITIES>               585,671
<BONDS>                             0
<COMMON>                            580
               0
                         0
<OTHER-SE>                          (353,228)
<TOTAL-LIABILITY-AND-EQUITY>        2,261,800
<SALES>                             1,498,263
<TOTAL-REVENUES>                    1,498,263
<CGS>                               1,245,751
<TOTAL-COSTS>                       1,245,751
<OTHER-EXPENSES>                    352,431
<LOSS-PROVISION>                    0
<INTEREST-EXPENSE>                  33,198
<INCOME-PRETAX>                     (133,220)
<INCOME-TAX>                        0
<INCOME-CONTINUING>                 (133,220)
<DISCONTINUED>                      0
<EXTRAORDINARY>                     0
<CHANGES>                           0
<NET-INCOME>                        (133,220)
<EPS-PRIMARY>                       (0.02)
<EPS-DILUTED>                       (0.02)
        

</TABLE>


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