SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________ to _______________
Commission file number: 0-17304
CNH Holdings Company
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 11-2867201
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1999 Broadway, Ste. 3235, Denver, Colorado 85718
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (303) 292-2992
Indicate by check mark whether the issuer (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: As of March 23, 1997, there
were approximately 3,650,000 shares outstanding.
1
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CNH HOLDINGS COMPANY
BALANCE SHEETS
December 31, 1997 March 31, 1997
(unaudited)
ASSETS
Assets $ -- $ --
LIABILITIES AND STOCKHOLDERS
EQUITY
Liabilities $ -- $ --
Stockholders' Equity
Preferred stock, $.001 par value,
1,000,000 shares authorized, no
shares issued and outstanding
Common stock, $.001 par value,
10,000,000 shares authorized, 3,625,000
shares issued and outstanding 362,500 229,531
on December 31, 1997, and 400,000 issued
and outstanding on March 31, 1997
Additional paid-in capital 4,482,953 4,482,953
Accumulated deficit (4,845,453) (4,712,484)
Total stockholders' equity -- --
$ -- $ --
The Company discontinued operations effective December 31, 1990
2
<PAGE>
CNH HOLDING COMPANY
STATEMENT OF OPERATIONS
Six months ended Three months ended
December 31, December 31,
1997 1996 1997 1996
---- ---- ---- ----
(Loss) from
discontinued operations $ -- -- -- --
Net loss $(132,969) -- -- --
Net income (loss)
per common share $ (.16) -- -- --
Weighted average shares
outstanding 834,134 400,000 1,229,156 400,000
The Company discontinued operations December 31, 1990
3
<PAGE>
CNH Holdings Company
Notes to Financial Statements
(Unaudited)
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation of the financial
condition of registrant have been included, and the disclosures are adequate to
make the information presented not misleading.
Note 1. A summary of significant accounting policies is currently on file with
the U.S. Securities and Exchange Commission in registrant's Forms S-18 and S-1.
Note 2. The loss per share was computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period.
Note 3. Registrant has not declared or paid dividends on its common shares since
inception.
Note 4. The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include all information
and footnotes required by generally accepted accounting principles for complete
financial statements.
Note 5. Income taxes have not been provided for in that registrant has not had a
tax liability from inception to the date of these notes.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
On December 9, 1997, the Company entered into a reorganization Agreement (the
Reorganization Agreement) with GNC Corporation, a Nevada corporation (GNC) and
the sole shareholder of GNC, that being DRC, Inc., a Nevada corporation (DRC),
pursuant to which the Company agreed to acquire all of the outstanding
proprietary interest of GNC in a share-for-share exchange which subsequently
resulted in GNC becoming a wholly-owned subsidiary of the Company and DRC
acquiring control of the Company through its share ownership. The acquisition
closed subsequent to the period covered by this report. DRC now owns 2,500,000
shares of the common shares of the Company.
GNC owns and operates a restaurant and bar in Las Vegas, Nevada, known as Tune
Town, which also has approximately fifteen slot machines.
The Company has had no revenues, operating or otherwise, since 1991.
Correspondingly, all expenses during these periods were administrative in nature
and immaterial in amount. Thus, no meaningful comparison can be made between
these fiscal years.
Liquidity and Capital Resources
The Company has had no liquidity sources since fiscal 1990 and had none during
the period covered by this report. A capital infusion provided for the payment
of all administrative expenses incurred through the period covered by this
report.
PART II - OTHER INFORMATION
Item 1. Litigation
No material legal proceedings to which the Company (or any officer or director
of the Company, or any affiliate or owner of record or beneficially of more than
five percent of the Common Stock, to management's knowledge) is a party or to
which the property of the Company is subject is pending and no such material
proceeding is known by management of the Company to be contemplated.
4
<PAGE>
Item 2. Change in Securities
This item is not applicable to the Company for the period covered by this
report.
Item 3. Defaults Upon Senior Securities
This item is not applicable to the Company for the period covered by this
report.
Item 4. Submission of Matters to a Vote of Security Holders
There were no meetings of security holders during the period covered by this
report; thus, this item is not applicable.
Item 5. Other Information
There is no additional information which the Company is electing to report under
this item at this time.
Item 6. Exhibits and Reports on Form 8-K
A Form 8-K were filed by the Company during the period covered by this report
which reported the acquisition of GNC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized this 24th day of March,
1998.
CNH Holdings Company
(Registrant)
By: /s/ Paul M. Lionti
----------------------------------------
Paul M. Lionti, President
and Chief Executive Officer
By: /s/ Paul M. Lionti
----------------------------------------
Paul M. Lionti, Chief Financial
and Accounting Officer and Treasurer
5
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 362,500
<OTHER-SE> (362,500)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (132,969)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (132,969)
<EPS-PRIMARY> (.16)
<EPS-DILUTED> (.16)
</TABLE>
