<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the quarterly period ended December 31, 1996
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ________________ to ______________
Commission file No. 0-18139
CREATIVE RESOURCES, INC.
(Name of small business issuer in its charter)
NEVADA 22-2798898
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26 MILL PLAIN ROAD, SUITE B
DANBURY, CT 06811
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (203) 778-5002
Check whether the Registrant (1) has 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 [X]
No [ ].
State the number of shares outstanding of each of the issuer's classes of
common stock as of January 22, 1997.
Class Outstanding
----- -----------
Common Stock ($.01 par value) 34,483,110
1
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CREATIVE RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Dec. 31, March 31,
1996 1996
-------- ---------
ASSETS (unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 115,746 $ 399,405
Prepaid expenses 11,233 -
Notes receivable 2,653 3,256
----------- -----------
TOTAL CURRENT ASSETS 129,632 402,661
Furniture, fixtures and equipment, at cost, less accumulated
depreciation of $9,194 and $7,878 at Dec. 31, and
March 31, 1996 respectively 5,541 4,761
----------- -----------
$ 135,173 $ 407,422
=========== ===========
LIABILITIES AND CAPITAL DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 18,085 $ 138,371
Accrued compensation 237,238 202,500
Liabilities from discontinued operations - 550,911
Current maturities of capital lease obligations 3,293 2,893
----------- -----------
TOTAL CURRENT LIABILITIES 258,616 894,675
Capital lease obligations, less current maturities 606 3,129
----------- -----------
TOTAL LIABILITIES 259,222 897,804
----------- -----------
CAPITAL DEFICIT:
Preferred stock, $1 par value, 500,000 shares authorized:
Series A, 8% cumulative convertible preferred stock,
$1 redemption value, 210,000 shares issued and outstanding 210,000 210,000
Common stock, $.01 par value, 100,000,000 shares authorized,
34,483,110 shares issued and outstanding 344,831 344,831
Additional paid-in capital 753,600 753,600
Deficit (1,432,480) (1,798,813)
----------- -----------
TOTAL CAPITAL DEFICIT (124,049) (490,382)
----------- -----------
$ 135,173 $ 407,422
=========== ===========
</TABLE>
2
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CREATIVE RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended
December 31,
1996 1995
---- -----
(unaudited)
Income
Other income $ 2,735 $ 5,233
Expense
General and administrative expenses 81,686 47,668
-------- --------
Net loss from continuing operations (78,951) (42,435)
Income (loss) from discontinued operations 560,058 (55,134)
-------- --------
NET INCOME (LOSS) $481,107 $(97,569)
======== ========
Earnings per share:
Loss from continuing operations $ - $ -
==== ====
Income (loss) from discontinued operations $ .01 $ -
==== ====
Net income (loss) $ .01 $ -
==== ====
WEIGHTED AVERAGE SHARES OUTSTANDING 34,483,110 34,483,110
========== ==========
3
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CREATIVE RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine months ended
December 31,
1996 1995
---- ----
(unaudited)
Income
Other income $ 8,900 $ 11,847
Management fees 519 60,000
Gain on sale of investment - 86,381
--------- ---------
9,419 158,228
Expense
General and administrative expenses 213,433 248,960
--------- ---------
Net loss from continuing operations (204,014) (90,732)
Income (loss) from discontinued operations 570,347 (33,656)
Loss on sale of business segment - (3,827)
--------- ---------
NET INCOME (LOSS) $ 366,333 $(128,215)
========= =========
Earnings per share:
Loss from continuing operations $(.01) $ -
==== ====
Income (loss) from discontinued operations $ .02 $ -
==== ====
Loss on sale of business segment $ - $ -
==== ====
Net income (loss) $ .01 $ -
==== ====
WEIGHTED AVERAGE SHARES OUTSTANDING 34,483,110 34,483,110
========== ==========
4
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CREATIVE RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
Nine months ended
December 31,
1996 1995
---- ----
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 366,333 $(128,215)
Adjustments to reconcile net income
(loss) to net cash absorbed by
operating activities:
Depreciation and amortization 1,316 1,851
Loss on sale of business segment - 3,827
Gain on sale of investment - (86,381)
Elimination of loss provision (530,162) -
Changes in assets and liabilities:
Accounts receivable - 74
Prepaid expenses (11,233) -
Other assets - 1,539
Accounts payable and accrued expenses (120,287) 49,798
Accrued compensation 34,737 (85,280)
Liabilities from discontinued operations (20,749) (83,053)
--------- ---------
Net cash absorbed by
operating activities (280,045) (325,840)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Collection of notes receivable 604 -
Purchase of equipment (2,096) -
Proceeds from sale of investment - 90,000
Disposition of business segment - 661,590
--------- ---------
Net cash (absorbed) provided
by investing activities (1,492) 751,590
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid - (8,400)
Repayments of long-term debt (2,122) (1,970)
--------- ---------
Net cash absorbed by
financing activities (2,122) (10,370)
--------- ---------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (283,659) 415,380
CASH AND CASH EQUIVALENTS at beginning of period 399,405 3,278
--------- ---------
CASH AND CASH EQUIVALENTS at end of period $ 115,746 $ 418,658
========= =========
5
<PAGE>
CREATIVE RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - PRINCIPLES OF CONSOLIDATION:
- -------------------------------------
The consolidated financial statements include the accounts of Creative
Resources, Inc. and its wholly owned subsidiaries. All significant intercompany
transactions and balances have been eliminated.
The consolidated balance sheet as of December 31, 1996 and the related
consolidated statements of operations for the three month and nine month periods
ended December 31, 1996 and 1995 and statements of cash flows for the nine month
periods ended December 31, 1996 and 1995 are unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of such financial
statements have been included and consist only of normal recurring items.
The financial statements and notes are presented as permitted by Form
10-QSB and do not contain certain information proscribed by generally accepted
accounting principles. For further information concerning the Company's
accounting policies and certain transactions, refer to the Company's annual
report on Form 10-KSB.
NOTE 2 - DESCRIPTION OF BUSINESS:
- ---------------------------------
Creative Resources, Inc. ("CRI") and subsidiaries, collectively (the
"Company"), has disposed of or discontinued all significant operations. It is
presently meeting its working capital requirements through its cash balances and
collections of its receivables.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has suffered losses
and has disposed of or discontinued all significant operations. These matters
raise substantial doubt as to the Company's ability to continue as a going
concern. The Company's plan is to acquire or merge with a viable business.
There can be no assurance that the Company will be successful in achieving any
objective of its plan. The financial statements do not include any adjustment
that might result from the outcome of this uncertainty.
NOTE 3 - EARNINGS PER SHARE:
- ----------------------------
Net income per common share is based on the weighted average number of
common shares outstanding during the three month and nine month periods ended
December 31, 1996 and 1995 respectively, after giving effect to the
recapitalization described in the Company's annual report on Form 10-KSB.
6
<PAGE>
NOTE 4 - CASH FLOW INFORMATION:
- -------------------------------
The Company had the following transactions:
Nine months ended
Dec. 31,
1996 1995
---- ----
Cash paid for income taxes $ - $ -
==== ====
Cash paid for interest $306 $763
==== ====
NOTE 5 - COMMITMENTS AND CONTINGENCIES:
- ---------------------------------------
The Company had legal proceedings pending against it which were
resolved in favor of the Company on November 7, 1996. See Note 10 of the
Company's March 31, 1996 annual report on Form 10-KSB and the Current Report on
Form 8-K dated December 2, 1996. The Company had made a provision for any
losses or liabilities arising out of these legal proceedings. This provision
was eliminated upon the resolution of the legal proceedings.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
- ------------
The Company has disposed of or discontinued all significant
operations. It is presently meeting its working capital requirements through
its cash balances and collections of its receivables. The Company is actively
seeking a viable business to acquire or with which to merge.
Operating Results
- -----------------
Income, which consists of capital gain, management fees, interest and
other miscellaneous income, was $2,735 and $5,233 for the three months ended
December 31, 1996 and 1995 respectively and was $9,419 and $158,228 for the nine
months ended December 31, 1996 and 1995 respectively. The decrease for the
three month period in 1996 was primarily attributable to a decrease in interest
income. The decrease for the nine month period in 1996 was attributable to a
decrease in both management fee income and gain on sale of an investment.
Income from management fees and gain on sale of investment are not expected to
recur.
7
<PAGE>
Expenses, which consist of general and administrative, salaries and
interest, were $81,686 and $47,668 for the three months ended December 31, 1996
and 1995 respectively and were $213,433 and $248,960 for the nine months ended
December 31, 1996 and 1995 respectively. The increase for the three month
period in 1996 was primarily attributable to an increase in salary expense.
The decrease for the nine month period in 1996 was attributable to a decrease in
both accounting and salary expense.
Impact of Inflation
- -------------------
The Company believes its operations are not significantly affected by
inflation.
Liquidity and Future Outlook
- ----------------------------
The Company is presently meeting its working capital requirements from
its cash balances and collections of its receivables. Although there can be no
assurance, the Company believes it has sufficient financial resources to sustain
its operations for the next twelve months.
The Company's financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has suffered losses
and has disposed of or discontinued all significant operations. These
conditions raise substantial doubt as to the Company's ability to continue as a
going concern.
The Company's plan is to acquire or merge with a viable business.
There can be no assurance that the Company will be successful in achieving any
objectives of its plan. The Company's plan is being implemented by its sole
officer and director, who is currently serving without regular cash
compensation.
8
<PAGE>
PART II. OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
In the action captioned Birbara and Massad v. Locke et al. (May 1990)
----------------------------------
the United States Court of Appeals for the First Circuit, on November
7, 1996, reversed and vacated the April 1, 1996 judgment of the
United States District Court for the District of Massachusetts. On
November 21, 1996 the plaintiffs petitioned the United States Court
of Appeals for a rehearing. The petition for a rehearing was
subsequently denied.
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
Current Report on Form 8-K dated December 2, 1996.
9
<PAGE>
SIGNATURES
----------
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CREATIVE RESOURCES, INC.
(Registrant)
By: /s/ Dennis R. Williamson
---------------------------
Dennis R. Williamson
President
January 31, 1997
10
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<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 115,746
<SECURITIES> 0
<RECEIVABLES> 2,653
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 129,632
<PP&E> 14,735
<DEPRECIATION> 9,194
<TOTAL-ASSETS> 135,173
<CURRENT-LIABILITIES> 258,616
<BONDS> 0
0
210,000
<COMMON> 344,831
<OTHER-SE> (678,880)
<TOTAL-LIABILITY-AND-EQUITY> 135,173
<SALES> 0
<TOTAL-REVENUES> 9,419
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (204,014)
<INCOME-TAX> 0
<INCOME-CONTINUING> (204,014)
<DISCONTINUED> 570,347
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 366,333
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
