<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1999
Commission file number 01-15109
CREATIVE RESTAURANT CONCEPTS, INC.
(Exact name of registrant as specified in its amended charter)
Oklahoma 73-1251800
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 N. Broadway, Suite 1890, Oklahoma City, OK 73114
(Address of principal executive offices)
(405) 235-4960
(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 $.005 per share
11,143,060 Shares outstanding as of March 31, 1999
Transitional Small Business Disclosure Format Yes No X
--- ---
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
March 31 December 31
1999 1998
(Unaudited) (Audited)
----------- -----------
<S> <C> <C>
Assets
Current Assets
Cash and Temporary Investments $ 32,075 $ (3,625)
Notes Receivable 173,551 --
Inventory 18,807 13,566
Pre-Paid Express 24,942 --
--------- ---------
Total Current Assets 249,375 9,941
Fixed Assets
Furniture and Equipment 263,289 348,901
Less : Accumulated Depreciates (139,077) (109,077)
--------- ---------
Total Fixed Assets 124,212 239,824
Other Assets
Organizational Costs 4,000 10,028
Deposits 6,622 6,620
Goodwill 232,239 0
Investment in J/V 212,806 0
--------- ---------
Total Other Assets 455,667 16,648
TOTAL ASSETS 829,254 $ 266,413
========= =========
</TABLE>
*See Accompany Notes
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
BALANCE SHEET CONTINUED
<TABLE>
<CAPTION>
March 31 December 31
1999 1998
(Unaudited) (Audited)
----------- -----------
<S> <C> <C>
Liabilities and Stockholders Equity
Current Liabilities
Accounts Payable $ 408,223 $ 181,355
Accrued Expenses 108,046 14-.590
Notes Payable 1,097,312 934,792
----------- -----------
Total Current Liabilities 1,450,740 1,256,716
Long Term Debt 297,476 125,573
Stockholders Equity
Series B, 10% Cumulative Convertible 2,639 2,639
Preferred Stock - Par Value $.10, 25,000
Shares Authorized, Issued and
Outstanding Series AA, 6% Cumulative 148,500 148,500
Convertible Preferred Stock, Par Value
$.10, 10,000 shares authorized and 1,485 Issued
Common Stock - Par Value $.005, 88,835 45,970
50,000,000 Shares Authorized 11,143,060 Issued and
Outstanding
Additional Paid in Capital (Acq.) 6,747,272 5,881,256
Retained Earnings (Deficit) (Acq.) (7,702,896) (7,192,900)
Less: Treasury Stock - 4,530 Shares at Cost (1202) (1202)
----------- -----------
Total Stockholders Equity (918,962) (1,115,876)
TOTAL LIABILITIES AND STOCK-
HOLDERS EQUITY $ 829,254 $ 266,413
=========== ===========
</TABLE>
*See Accompanying Notes
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31
(Unaudited)
--------------------------------------
1999 1998
------------- -------------
<S> <C> <C>
Revenues $ 175,102 $ 203,142
Cost of Sales 68,725 75,849
------------- -------------
Gross Profit 106,402 127,293
Costs and Expenses
General and Administration 128,545 330,306
Interest 20,953 16,815
Depreciation 66,895 60,861
------------- -------------
Net Loss (109,991) (297,504)
Loss Per Common Share (0.01) (0.05)
Average Number of Common Shares
Outstanding 11,143,060 5,349,198
</TABLE>
*See Accompanying Notes
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the Three Months
Ended March 31
(Unaudited)
----------------------------
1999 1998
--------- ---------
<S> <C> <C>
Operating Activities
Net Loss (109,991) (297,504)
Adjustments to Reconcile Net Income and Net Cash
Provided by Operating Activities --
Changes in Assets and Liabilities
(Increase) Decrease in Inventory (2,767) (16,044)
(Increase) Decrease in Accounts Payable
and Accrued Expenses (295,501) 112,722
--------- ---------
Total Adjustments 298,268 96,678
Net Cash Used by Operations 188,277 (200,826)
Cash Flow from Investment Activities
Purchase of Property and Other Assets (83,335)
Sale of Property and Equipment 0 (316,761)
--------- ---------
Net Cash Flow from Investment Accounts (83,335) (316,761)
Cash Flow from Financing Activities
Proceeds from Warrant Exercise, Stock Issuance
and Notes Issued 20,000 531,489
--------- ---------
Net Increases (Decreases) in Cash 124,942 (13,912)
Cash at Beginning of Period (3,625) 7,280
Cash at End of Period 32,078 (6,622)
Supplemental Cash Flow Information
Cash Paid for Interest 0 0
Cash Paid for Taxes 0 0
</TABLE>
*See Accompanying Notes
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
STATEMENT OF SHAREHOLDERS EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Series Common Stock Retained
B Series AA Paid in Earnings Treasury
Preferred Preferred Shares Amount Capital (Deficit) Stock
----------- --------- ---------- -------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning Balance $ 2,500 148,500 9,556,560 45,970 5,881,256 (7,192,900) 1,202
Adjustments to Reflect GFCC
Acquisition 01/0/99 866,016 (400,005)
Common Stock Issued for
Payment of Debt and
Financing 1,586,500 42,865
Preferred Stock Issued for
Debt 0 0
--------- -------- ----------- ------- ---------- ----------- -------
Net Loss -- -- (109,991)
Balance 3/31/99 $ 2,500 148,500 11,143,060 88,835 6,747,272 (7,702,896) 1,202
========= ======== =========== ======= ========== =========== =======
</TABLE>
*See Accompanying Notes
<PAGE>
PART I
CREATIVE RESTAURANTS CONCEPTS, INC.
NOTES TO FINANCIAL STATEMENTS
Item 1. Business:
In the opinion of the Company, the accompanying unaudited financial
statements contain the adjustments (consisting of normal recurring
accruals) necessary to present the financial position as of March 31,
1999 and the results of operations and statements of cash flows for
the three months ended March 31, 1999 and it is not necessarily
indicative of the results to be expected for the full year.
A. Presentation of Prior Year Information:
As of December 31, 1998, the Company owned and operated the
following businesses:
City Bites Sandwich Shop
2120 N. Woodlawn
Wichita, Kansas 67208
(80% Joint Venture Ownership)
Three Ground Floor Cafes
Located in Oklahoma City
(100% Ownership)
Crockett's Smokehouse of So. May, Inc.
(100% Ownership)
Pizza Planet of Reno and Meridian, Inc.
(90% Ownership)
For further discussion see form 10-KSB for December 31, 1998.
B. Accounting Policies:
During interim periods the Company follows the accounting
policies set forth in its consolidated financial statements
included in its annual report on Form 10-KSB. Reference should
be made to such financial statements for information on such
accounting policies and further financial details.
Item 2. Management's Discussion and Analysis of Plan of Operations:
A. Operations: During the first quarter of 1999, the Company
completed its
<PAGE>
acquisition of two Crockett's Smokehouse Restaurants operating
in Oklahoma City. As of March 31, 1998, the Company operated
one City Bites Sandwich Shop in Wichita, Kansas and three
Ground Floor Cafes in Oklahoma City, OK.
As of March 31, 1999, the Company operated the three Ground
Floor Cafes in Oklahoma City, OK and two Crockett's Smokehouse
Restaurants in Oklahoma City, OK. In December, 1998, the
Company disposed of the City Bites Sandwich Shop in Wichita,
Kansas.
Revenues for the three months ended March 31, 1999 were
$175,102 vs. $203,142 for the same period in 1998. Costs of
goods sold for the 1999 period were $68,725 or 39% vs. $75,849
or 37% in the same period of 1998. The percentage increase was
attributed to higher food costs at Crockett's Smokehouses.
General and Administrative expenses for the first quarter of
1999 were $128,545 vs. $330,306 in the same quarter last year.
The decrease was due primarily to the decrease in loan
incentive shares issued to note holders in 1999 vs. 1998.
B. Liquidity: The Company had a working capital deficit of
$1,356,766 as of March 31, 1999 as compared to a deficit of
$1,246,775 as of December 31, 1998. The increase in deficit is
due to the operating loss of the quarter ended March 31, 1999.
<PAGE>
Part II - Other Information
Item 3. Exhibits and Reports on Form 8-K
The following exhibits are included herein:
a) Statement re: Computation of Earnings Per Share
27) Exhibit 27
b) The company did not file any reports on Form 8-K during the
quarter.
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registration has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Cala Corporation
DATED: January 2, 2000 By: /s/ Joseph Johnston, Vice President
Chief Financial Officer
<PAGE>
a) Statement re: Computation of Earnings Per Share
<TABLE>
<CAPTION>
For the Three Months Ended
March 31
(Unaudited)
-----------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Net Loss for Computing Earnings
Per Common Share $ (109,991) $ (297,504)
Weighted Average Number of Common Shares
Outstanding During Each Period Without Dilution 11,143,060 5,349,198
Addition from Assumed Exercise of Common
Stock Warrants 400,500 153,750
Addition from Assumed Conversion of
Preferred Stock 225,000 225,000
------------ ------------
11,768,560 5,727,948
============ ============
Net Income Per Common Stock
Without Dilution $ (0.01) $ (0.05)
Fully Diluted $ (0.01) $ (0.05)
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> MAR-31-1999
<CASH> 32,075
<SECURITIES> 0
<RECEIVABLES> 173,551
<ALLOWANCES> 0
<INVENTORY> 18,807
<CURRENT-ASSETS> 249,375
<PP&E> 263,289
<DEPRECIATION> (139,077)
<TOTAL-ASSETS> 829,254
<CURRENT-LIABILITIES> 1,450,740
<BONDS> 0
0
151,139
<COMMON> 88,835
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 829,254
<SALES> 175,102
<TOTAL-REVENUES> 175,102
<CGS> 68,725
<TOTAL-COSTS> 216,393
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,953
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (109,991)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
