<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, 1998
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)
1455 NW 91st Street, #503, Oklahoma City, OK 73114
(Address of principal executive offices)
(405) 842-8109
(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
5,349,198 Shares outstanding as of March 31, 1998
Transitional Small Business Disclosure Format Yes / / No /X/
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
(Unaudited) (Audited)
----------- -----------
<S> <C> <C>
Assets
Current Assets
Cash and Temporary Investments $ (6,622) $ 7,280
Notes Receivable 27,500 27,500
Investment in Restaurants 25,000 25,000
Inventory 16,040 --
----------- -----------
Total Current Assets 61,918 59,780
Fixed Assets
Furniture and Equipment 341,262 22,331
Less: Accumulated Depreciates (20,287) (19,287)
----------- -----------
Total Fixed Assets 320,975 3,044
Other Assets
Oranizational Costs 10,028 --
Deposits 6,620 --
----------- -----------
Total Other Assets 16,648 --
TOTAL ASSETS $399,541 $ 62,824
=========== ===========
</TABLE>
*See Accompany Notes
2
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
BALANCE SHEET CONTINUED
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
(Unaudited) (Audited)
----------- -----------
<S> <C> <C>
Liabilities and Stockholders Equity
Current Liabilities
Accounts Payable $ 244,739 $ 0
Accrued Expenses 56,252 188,269
Notes Payable 1,125,525 736,455
----------- -----------
Total Current Liabilities 1,426,516 924,724
Stockholders Equity
Series B, 10% Cumulative Convertible
Preferred Stock - Par Value $.10, 20,000
Shares authorized Issued and
Outstanding 2,500 2,500
Commont Stock - Par Value $.005,
50,000,000 Shares Authorized 5349198 and 5727948
Outstanding 19,844 249,730
Additonal Paid in Capital 5,704,558 5,395,628
Retained Earnings (Deficit) (6,806,061) (6,508,556)
----------- -----------
(1,079,471) (863,100)
Less Treasury Stock 4,530 Shares
at Cost 1,202 1,202
----------- -----------
Total Stockholders Equity (1,078,269) (861,900)
TOTAL LIABILITIES AND STOCK-
HOLDERS EQUITY $ 347,045 $ 62,824
=========== ===========
</TABLE>
*See Accompanying Notes
3
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31
(Unaudited)
----------------------------
1998 1997
----------- -----------
<S> <C> <C>
Revenues $ 203,142 $ --
Cost of Sales 75,849 --
----------- -----------
Gross Profit 127,293 --
Costs and Expenses
General and Administration 330,306 19,707
Interest 16,815 13,698
Depreciation 60,861 175
----------- -----------
Net Loss (297,504) (33,580)
Loss Per Common Share (0.05) (0.00)
Average Number of Common Shares
Outstanding 5,349,198 44,259,702
</TABLE>
*See Accompanying Notes
4
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the Three Months
Ended March 31
(Unaudited)
----------------------
1998 1997
--------- ---------
<S> <C> <C>
Operating Activities
Net Loss $(297,504) $(33,580)
Adjustments to Reconcile Net Income and Net Cash
Provided by Operating Activities -- 175
Changes in Assets and Liabilities
(Increase) Decrease in Inventory (16,044) --
(Increase) Decrease in Accounts Payable
and Accrued Expenses 112,722 8,940
--------- ---------
Total Adjustments 96,678 9,115
Net Cash Used by Operations (200,826) (24,465)
Cash Flow from Investment Activities
Purchase of Property and Other Assets
Sale of Property and Equipment 316,761 --
--------- ---------
Net Cash Flow from Investment Accounts (316,761) --
Cash Flow from Financing Activities
Proceeds from Warrant Exercise, Stock Issuance
and Notes Issued 531,489 18,500
--------- ---------
Net Increases (Decreases) in Cash (13,912) (5,965)
Cash at Beginning of Period 7,280 1,299
Cash at End of Period (6,622) (4,666)
Supplemental Cash Flow Information
Cash Paid for Interest 0 0
Cash Paid for Taxes 0 0
</TABLE>
*See Accompanying Notes
5
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
STATEMENT OF SHAREHOLDERS EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Series Series Common Stock Retained
B AA ------------------------------ Paid in Financing Treasury
Preferred Preferred Shares Amount Capital (Debit) Stock
------------ ----------- -------------- ---------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning Balance $ 2,500 0 49,976,000 $ 249,730 $5,395,628 $(6,508,557) $ (1,202)
Reflect 1 for 20
Release Split -- -- (47,418,000) (237,243) 237,243 -- --
Common Stock Issued for
Payment of Debt and
Financing -- -- 1,471,427 7,357 72,577 -- --
Preferred Stock Issued for
Debt 0 0 -- -- -- -- --
------------ ----------- -------------- ---------- ------------ ------------ ---------
Net Loss -- -- -- -- -- (297,504) --
Balance 3/31/98 $ 2,500 0 2,998,227 $ 19,844 $5,705,448 $ 6,806,061 $ (1,202)
============ =========== ============== ========== ============ ============ =========
</TABLE>
*See Accompanying Notes
6
<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 all adjustments (consisting only of normal
recurring accruals) necessary to present the financial position as of
March 31, 1998 and the results of operations and statements of cash
flows for the three months ended March 31, 1998 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, 1997, the Company had no existing
businesses in operation. For further discussion see Form 10
KSB for December 31, 1997.
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: As of March 31, 1997, the Company had no operating
restaurants. In January, 1997, the Company operated a City
Bites Sandwich Shop in Wichita, Kansas. Revenues for the three
months ended 3/31/97 were $203,142 versus none in 1997. Cost
of sales were $75,849 or 37.3% versus none in the same period
the prior year. General and administrative expenses for the
first quarter of 1998 were $330,306 versus $19,707 in 1997, an
increrase of 167%. This increase was due to the fact that the
Company operated the City Bites Sandwich Shop in Wichita,
Kansas in 1998 and had no restaurant opeations int he same
quarter last year.
B. Liquidity: The Company had a working capital deficit of
$1,159,404 as of March 31, 1998 as compared to a deficit of
$861,900 as of December 31, 1997. The increase in deficit is
due to the opeating loss of the quarter.
7
<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
b) The company did not file any reports on Form 8-K during the
quarter.
Item 4. Reverse Stock Split
On February 28, 1998 the stockholders approved a 1 for 20 reverse
stock split with the authorized common shares remaining at 50,000,000
and par value remained at $0.005.
Pursant 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.
Creative Restaurant Concepts, Inc.
DATED: January 25, 1999 By: /s/ Joseph Johnston, Vice President
Chief Financial Officer
8
<PAGE>
a) Statement re: Computation of Earnings Per Share
<TABLE>
<CAPTION>
For the Three Months Ended
March 31
(Unaudited)
----------------------------
1998 1997
---------- -----------
<S> <C> <C>
Net Loss for computing Earnings
per Common Share $ (297,504) $ (33,582)
Weighted Average Number of Common Shares
Outstanding During Each Period Without Dilution 5,349,198 44,259,702
Addition from Assumed Exercise of Common
Stock Warrants 153,750 1,075,000
Addition from Assumed Conversion of
Preferred Stock 225,000 300,000
---------- -----------
5,727,948 45,634,702
========== ===========
Net Income Per Common Stock
Without Dilution $ (0.05) $ (0.00)
Fully Diluted $ (0.05) $ (0.00)
</TABLE>
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> (6,622)
<SECURITIES> 0
<RECEIVABLES> 27,500
<ALLOWANCES> 0
<INVENTORY> 16,040
<CURRENT-ASSETS> 61,918
<PP&E> 341,262
<DEPRECIATION> (20,287)
<TOTAL-ASSETS> 399,541
<CURRENT-LIABILITIES> 1,426,516
<BONDS> 0
0
2,500
<COMMON> 19,844
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 347,045
<SALES> 203,142
<TOTAL-REVENUES> 203,142
<CGS> 75,849
<TOTAL-COSTS> 297,504
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,815
<INCOME-PRETAX> (297,504)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (297,504)
<EPS-BASIC> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>