U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period year ended May 31, 1997
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1943 (No Fee Required)
For the transition period from _________________ to
_________________
Commission File number 33-18174-D
CHARTWELL CABLE FUND, INC.
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(Name of small business issuer in its charter)
Colorado 84-1067172
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
20 Chase Street, Lakewood, Colorado 80226
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(Address of principal executive offices)
303/592-7077
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Issuer's telephone number
Check whether the issuer (1) filed all reports 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
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State the number of shares outstanding of each of the issuer's classes
of common equity as of the latest practicable date.
500,000 shares of common stock were outstanding as of August 15, 1997.
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<PAGE>
PART I
Item 1. Financial Statements
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See pages beginning F-1 attached hereto. These unaudited financial
statements include all adjustments which in the opinion of management are
necessary in order to make the financial statements not misleading.
Item 2. Management Discussion and Analysis of Financial Condition
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and Results of Operation.
- -------------------------
The Company has not had any operations since September, 1994. During
the fiscal year ended August 31, 1994 and in the first quarter of the
fiscal year ended August 31, 1995, the Company sold all of its operations
and has paid off substantially all of its liabilities.
The proceeds of the sale of the discontinued operations were used to
pay off substantially all of the Company's liabilities. In addition the
Company has transferred ownership of all of its subsidiaries to the
Company's parent corporation, Chartwell Capital Corp. Management believes
that as restructured, the Company is an attractive candidate for a
privately held business seeking to reorganize with a publicly owned
corporation such as the Company.
LIQUIDITY: As a result of the sale of the discontinued business and
payment of outstanding liabilities with the proceeds thereof, the Company
has eliminated the sources of continuing losses and presently has no
significant outstanding liabilities. The only outstanding payable at May
31, 1997 was to American Securities Transfer and Trust, Inc., which was
subsequently settled and paid by One Capital Corporation on August 4, 1997.
There are no other outstanding liabilities.
CAPITAL RESOURCES: As a result of the sale of the Company's business and
the payment of liabilities during the previously fiscal year, the Company
has minimal capital resources. As provided in their June, 1996 agreement,
One Capital Corporation (OCC) is responsible and has been paying for
certain expenses to keep the Company current with the necessary SEC and tax
filings.
RESULTS OF OPERATIONS: As of the date of this report, the Company's
only operations are to seek out and conclude a reorganization with a
privately held company. Management anticipates that minor losses will
continue as a result of continuing general and administrative expenses but
that such losses shall be substantially covered by the agreement with One
Capital Corporation to bring the company current with its SEC filings, tax
returns and other necessary matters required to be a viable merger
candidate.
PART II
Item 1. Legal Proceedings: None
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Item 2. Charge in Securities: None
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Item 3. Defaults on Senior Securities: None
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Item 4. Submission of Matters to a Vote of Security Holders: None
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<PAGE>
Item 5. Other Information: On June 4, 1997, the Company, with
assistance from One Capital Corporation, entered into an Agreement and Plan
of Reorganization with Siemann Educational Systems, Inc., a Colorado
Corporation ("SES"). The Agreement provided for the issuance of 400,000
shares of the Company's common stock for 100% of the common stock of SES.
The Agreement contains numerous representations, warranties and covenants
by both parties. The closing of this Agreement is contingent only upon the
receipt by SES of written notice that the Department of Education ("DOE")
of the U.S. Government has recertified SES under the Title IV Program,
which was received by SES on or about August 14, 1997. The final
documentation for the recertification is in process at the DOE and it is
anticipated that it will be received during the week of August 25, 1997.
The Company anticipates closing to occur by August 29, 1997.
Concurrent with the closing of the Agreement with SES, Paul T.
Siemann, Joe Chalupa and Barbara Siemann will be appointed to the Company's
Board of Directors and the existing directors will resign.
The Company also entered into Stock Purchase Agreements with Paul T.
Siemann for the acquisition of 2,250,000 shares of the Company's common
stock and Christian Business Advisory Services, Inc. for 500,000 shares of
the Company's common stock. The consideration for these acquisitions is
$.001 per share. These Stock Purchase transactions will close
simultaneously with the SES Agreement described above.
Item 6. Exhibits and Reports on Form 8-K: None
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<PAGE>
CHARTWELL CABLE FUND, INC. AND SUBSIDIARY
BALANCE SHEETS
31-MAY-97 31-AUG-96
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ASSETS
Current Assets
- --------------
Prepaid expenses $ 500 $ -
---------- ----------
Total Assets 500 -
========== ==========
31-MAY-97 31-AUG-96
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LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
- -------------------
Accounts payable $ 800 $ 3,577
Accounts payable, related parties - -
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Total Current Liabilities 800 3,577
Stockholders' Equity
- --------------------
Preferred stock, $.10 par value,
10,000,000 shares authorized,
none issued and outstanding - -
Common stock, $.10 par value,
100,000,000 shares authorized,
865,664 shares issued, 500,000
and 865,664 shares, outstanding
respectively 50,000 86,566
Additional paid-in capital 1,613,527 1,574,447
Accumulated (deficit) (1,663,827) (1,664,590)
---------- ----------
Total Stockholders' Equity (300) (3,577)
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$ 500 $ -
========== ==========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F1
<PAGE>
CHARTWELL CABLE FUND, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------- ----------------------
31-MAY-97 31-MAY-96 31-MAY-97 31-MAY-96
--------- --------- --------- ---------
(CONSOLIDATED) (CONSOLIDATED)
<S> <C> <C> <C> <C>
Revenue
- -------
Interest income $ - $ 3,192 $ - $ 8,410
Miscellaneous income 1,664 - 1,664 -
---------- ---------- ---------- ----------
$ 1,664 $ 3,192 $ 1,664 $ 8,410
Expenses
- --------
General and administrative 300 6,211 899 21,603
Operating expenses - 109 - 327
---------- ---------- ---------- ----------
300 6,320 899 21,930
Operating Income (Loss) 1,364 (3,128) 765 (13,520)
Other Income
- ------------
Minority interest in loss of
consolidated subsidiary - 100 - 896
---------- ---------- ---------- ----------
Net Income (Loss) $ 1,364 $ (3,028) $ 765 $ (12,624)
========== ========== ========== ==========
Net Income (Loss) Per Share Of
- ------------------------------
Common Stock
- ------------
Net Gain (Loss) Per
Common Share $ - $ (0.00) $ - $ (0.01)
========== ========== ========== ==========
Weighted average number of
common shares during the
period 500,000 865,664 500,000 865,664
========== ========== ========== ==========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F2
<PAGE>
CHARTWELL CABLE FUND, INC.
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED
------------------------
31-MAY-97 31-MAY-96
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(CONSOLIDATED)
Cash Flows From Operating Activities
- ------------------------------------
Net income (loss) $ 765 $ (12,624)
Items Not Requiring Cash
- ------------------------
Depreciation and amortization - 327
Minority interest in loss - (896)
Decrease (increase) in accounts
receivable, accrued interest
receivable and prepaids (500) (158,296)
Increase (decrease) in accounts
payable and accrued expenses (763) 2,044
---------- ----------
Net Cash Used By
Operating Activities (498) (169,445)
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Cash Flows From Investing Activities
- ------------------------------------
Additions to property and equipment - -
Proceeds from sale of discontinued
business - -
Cash used by discontinued business - -
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Net Cash Provided (Used) By
Investing Activities - -
Cash Flows From Financing Activities
- ------------------------------------
Advances from related parties 500 -
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Net Cash Provided (Used) By
Financing Activities 500 -
Net Increase In Cash At
End of Period $ 2 $ (169,445)
========== ==========
Supplemental Disclosures Of Cash Flow
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Information
- -----------
Interest received $ - $ 45
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F3
<PAGE>
CHARTWELL CABLE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
May 31, 1997
1. BASIS OF PRESENTATION AND ORGANIZATION
--------------------------------------
The balance sheet as of May 31, 1997, the statements of operations and the
statements of cash flows for the nine months ended May 31, 1997 and 1996,
have been prepared by the Company. In the opinion of management, all
adjustments (which include normal recurring adjustments) necessary to
present fairly the financial position, results of operations and changes in
cash flows at May 31, 1997, and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is recommended that these
financial statements be read in conjunction with the financial statements
and notes thereto included in the Company's August 31, 1996 Form 10KSB
annual report. The results of operations for the nine months ending May
31, 1997 and 1996 are not necessarily indicative of the operating results
for the full year.
F4
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
CHARTWELL CABLE FUND, INC.
(Registrant)
By: /s/ A. CLINTON OBER
-------------------------------
A. Clinton Ober, President
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FINANCIAL STATEMENTS FOR PERIOD ENDED MAY 31, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-START> SEP-01-1996
<PERIOD-END> MAY-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 500
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 500
<CURRENT-LIABILITIES> 800
<BONDS> 0
0
0
<COMMON> 50,000
<OTHER-SE> (50,300)
<TOTAL-LIABILITY-AND-EQUITY> 500
<SALES> 0
<TOTAL-REVENUES> 1,664
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 899
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 765
<INCOME-TAX> 0
<INCOME-CONTINUING> 765
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 765
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
