<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 September 30, 1997
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 2B
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 November 3, 1997.
Class Outstanding
----- -----------
Common Stock ($.01 par value) 34,983,110
1
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CREATIVE RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Sept. 30, March 31,
1997 1997
---- ----
ASSETS (unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 5,635 $ 68,549
Prepaid expenses 5,000 -
Notes receivable 1,709 2,236
---------- -------
TOTAL CURRENT ASSETS 12,344 70,785
Furniture, fixtures and equipment, at cost, less accumulated
depreciation of $6,701 and $6,024 at Sept. 30, and
March 31, 1997 respectively 3,800 4,477
---------- -------
$ 16,144 $ 75,262
========== =======
LIABILITIES AND CAPITAL DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 31,981 $ 12,107
Dividends payable 25,200 25,200
Accrued compensation 262,554 257,650
Current maturities of capital lease obligations 1,484 3,129
---------- -------
TOTAL CURRENT LIABILITIES 321,219 298,086
---------- -------
TOTAL LIABILITIES 321,219 298,086
---------- --------
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,
34,983,110 shares issued and outstanding 349,831 349,831
Additional paid-in capital 758,600 758,600
Deficit (1,623,506) (1,541,255)
---------- ----------
TOTAL CAPITAL DEFICIT (305,075) (222,824)
---------- ----------
$ 16,144 $ 75,262
========== ==========
</TABLE>
2
<PAGE>
CREATIVE RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended
Sept. 30,
1997 1996
---- ----
(unaudited)
<S> <C> <C>
Income
Other income $ 29 $ 2,424
Management fees - 519
-------- -------
29 2,943
Expense
General and administrative expenses 28,462 81,278
-------- -------
Loss from continuing operations before
income taxes (28,433) (78,335)
Taxes on income - -
-------- -------
Net loss from continuing operations (28,433) (78,335)
Loss from discontinued operations (3,050) (4,576)
-------- -------
NET LOSS $ (31,483) $ (82,911)
======== =======
Earnings per common share:
Loss from continuing operations $ - $ -
===== =====
Loss from discontinued operations $ - $ -
===== =====
Net loss $ - $ -
===== =====
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 34,983,110 34,483,110
========== ==========
</TABLE>
3
<PAGE>
CREATIVE RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Six months ended
Sept. 30,
1997 1996
---- ----
(unaudited)
<S> <C> <C>
Income
Other income $ 391 $ 6,164
Management fees - 519
-------- --------
391 6,683
Expense
General and administrative expenses 89,558 131,746
-------- --------
Loss from continuing operations before
income taxes (89,167) (125,063)
Taxes on income - -
-------- ---------
Net loss from continuing operations (89,167) (125,063)
Income from discontinued operations 6,917 10,288
-------- --------
NET LOSS $ (82,250) $ (114,775)
======== ========
Earnings per common share:
Loss from continuing operations $ - $ -
===== =====
Income from discontinued operations $ - $ -
===== =====
Net loss $ - $ -
===== =====
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 34,983,110 34,483,110
========== ==========
</TABLE>
4
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
DECREASE IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
Six months ended
Sept. 30,
1997 1996
---- ----
(unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (82,250) $ (114,775)
Adjustments to reconcile net loss
to net cash used in
operating activities:
Depreciation and amortization 677 894
Changes in assets and liabilities:
Prepaid expenses (5,000) (54,648)
Accounts payable and accrued expenses 19,873 (122,801)
Accrued compensation 4,904 39,325
-------- ---------
Net cash used in
operating activities (61,796) (252,005)
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Collection of notes receivable 527 748
Purchase of equipment - (2,096)
-------- ---------
Net cash provided by (used in)
investing activities 527 (1,348)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (1,645) (1,384)
-------- ---------
Net cash used in
financing activities (1,645) (1,384)
-------- ---------
NET DECREASE IN CASH
AND CASH EQUIVALENTS (62,914) (254,737)
CASH AND CASH EQUIVALENTS at beginning of period 68,549 399,405
-------- ---------
CASH AND CASH EQUIVALENTS at end of period $ 5,635 $ 144,668
======== =========
</TABLE>
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 September 30, 1997 and the
related consolidated statements of operations for the three month and the six
month periods ended September 30, 1997 and 1996 and statements of cash flows for
the six month periods ended September 30, 1997 and 1996 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.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has suffered losses
and has a legal proceeding pending against it. See Note 9 of the Company's
March 31, 1997 annual report on Form 10-KSB. As a result, 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 and defend or
resolve the legal proceeding against it. 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 these uncertainties.
NOTE 3 - EARNINGS PER SHARE:
- ----------------------------
Net income per common share is based on the weighted average number of
common shares outstanding during the three and six month periods ended September
30, 1997 and 1996 respectively.
6
<PAGE>
NOTE 4 - CASH FLOW INFORMATION:
- -------------------------------
The Company had the following transactions:
Six months ended
Sept. 30,
1997 1996
---- ----
Cash paid for income taxes $ - $ -
==== ====
Cash paid for interest $ 98 $ 218
==== ====
NOTE 5 - COMMITMENTS AND CONTINGENCIES:
- ---------------------------------------
The Company has a legal proceeding pending against it. See Note 9 of
the Company's March 31, 1997 annual report on Form 10-KSB. The Company has
agreed to indemnify its current and former directors and officers against any
losses or liabilities arising out of their service with the Company, including
any losses or liabilities arising out of this legal proceeding. The Company
believes that no material liability will result from the outcome of this
proceeding.
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. The Company is actively seeking a viable business to acquire
or with which to merge.
Operating Results
- -----------------
Income, which consists of interest and management fee income, was $29
and $2,943 for the three months ended September 30, 1997 and 1996 respectively
and was $391 and $6,683 for the six months ended September 30, 1997 and 1996
respectively. The decrease for the three and six month periods in 1997 was
attributable to a decrease in management fee income and a decrease in the cash
balances on which interest income was earned. Income from management fees is
not expected to recur.
Expenses, which consist of general and administrative, salaries and
interest, were $28,462 and $81,278 for the three months ended September 30, 1997
and 1996 respectively and were $89,558 and $131,746 for the six months ended
September 30, 1997 and 1996 respectively. The decrease for the three and six
month periods in 1997 was primarily attributable to a decrease in salary and
professional services expenses.
7
<PAGE>
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. Although there can be no assurance, the Company believes it
has sufficient financial resources to sustain its operations for the next three
months. The Company must raise additional funds or execute its business plan in
order to continue operations.
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 a legal proceeding pending against it. 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 and
defend or resolve the legal proceeding against it. 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, who is currently
serving without regular cash compensation.
PART II. OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
There are no changes from the Annual Report filed on Form 10-KSB for
the year ended March 31, 1997.
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
None
8
<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
November 6, 1997
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> SEP-30-1997
<CASH> $5,635
<SECURITIES> 0
<RECEIVABLES> $1,709
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> $12,344
<PP&E> $10,501
<DEPRECIATION> $6,701
<TOTAL-ASSETS> $16,144
<CURRENT-LIABILITIES> $321,219
<BONDS> 0
0
$210,000
<COMMON> $349,831
<OTHER-SE> $(864,906)
<TOTAL-LIABILITY-AND-EQUITY> $16,144
<SALES> 0
<TOTAL-REVENUES> $391
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> $(89,167)
<INCOME-TAX> 0
<INCOME-CONTINUING> $(89,167)
<DISCONTINUED> $6,917
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> $(82,250)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
