U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-23015
RED HORSE ENTERTAINMENT CORPORATION
(Exact name of small business issuer as specified in its charter)
Nevada 87-0450232
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
11828 La Grange Avenue, Los Angeles, CA 90025
(Address of principal executive offices)
(310) 473-0213
(IssuerOs telephone number)
Not Applicable
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the issuer
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ ] No
[ X ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to the distribution of securities under
a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuerOs
classes of common equity, as of the latest practicable date:
455,073 shares of common stock.
<PAGE>
FORM 10-QSB
HEADWAY CORPORATE RESOURCES, INC. AND SUBSIDIARIES
INDEX
Page
PART I. Financial Information
Financial Statements
Balance Sheets - September 30, 1997 and
December 31, 1996 3
Statements of Operations - Three and Nine
Months Ended September 30, 1997 and 1996, 5
and
Inception to September 30, 1997
Statements of Cash Flows
Nine Months Ended March 31, 1997 and 6
1996,
and Inception to September 30, 1997
Notes to Consolidated Financial 7
Statements
Management's Discussion and Analysis of
Financial Condition and Results of 9
Operations
PART II. Other Information 12
Signatures 12
<PAGE>
PART I.
Financial Information
In the opinion of management, the accompanying unaudited
financial statements included in this Form 10-QSB reflect all
adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of the results of operations
for the periods presented. The results of operations for the
periods presented are not necessarily indicative of the results
to be expected for the full year.
For further information, refer to the financial statements for
the year ended December 31, 1996, and footnotes included in the
CompanyOs Form 10-SB.
<PAGE>
RED HORSE ENTERTAINMENT CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
December 31, September 30,
1996 1997
(Unaudited)
CURRENT ASSETS
Cash $ 230,021 $ 231,612
Total Current Assets 230,021 231,612
PROPERTY AND EQUIPMENT (Note 3) 420 258
TOTAL ASSETS $ 230,441 $ 231,870
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ -
Total Current Liabilities - -
STOCKHOLDERS' EQUITY
Common stock 50,000,000 shares authorized,
at $0.001 par value; 455,073 shares issued
and outstanding 455 455
Additional paid-in capital 423,353 423,353
Deficit accumulated during the development stage (193,367) (191,938)
Total Stockholders' Equity 230,441 231,870
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 230,441 $ 231,870
The accompanying notes are an integral part of the financial statements.
<PAGE>
RED HORSE ENTERTAINMENT CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the Period
From Inception
on December 4,
For the Nine Months For the Three Months 1987 to
Ended September 30, Ended September 30, September 30,
1996 1997 1996 1997 1997
REVENUES $ - $ - $ - $ - $ -
EXPENSES
Bad debt expense - - - - 35,000
Outside services 651 685 26 - 7,850
Professional fees 1,380 4,180 1,188 1,879 58,118
Rent - - - - 6,545
Travel - - - - 18,336
Administrative
expenses 933 896 28 896 24,699
Depreciation 104 162 35 54 1,288
Amortization - - - - 472
Interest - - - - 377
Total Expenses 3,068 5,923 1,277 2,829 152,685
OTHER INCOME
Interest income 6,795 7,352 2,682 2,763 95,871
Total Other Income 6,795 7,352 2,682 2,763 95,871
Net Income (Loss)
Before Discontinued
Operations 3,727 1,429 1,405 (66) (56,814)
Loss From Discontinued
Operations (Note 6) - - - - (911,314)
Gain on Disposal of
Discontinued Operations
(Note 6) - - - - 776,190
NET INCOME (LOSS) $ 3,727 $ 1,429 $ 1,405 $ (66) $ (191,938)
INCOME (LOSS)
PER SHARE $0.00 $ 0.00 $ 0.00 $ (0.00)
WEIGHTED AVERAGE
SHARES OUTSTANDING 455,073 455,073 455,073 455,073
The accompanying notes are an integral part of the financial statements.
<PAGE>
RED HORSE ENTERTAINMENT CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
For the Period
From Inception
on December 4,
For the Nine Months 1987 to
Ended September 30, September 30,
1996 1997 1997
OPERATING ACTIVITIES
Net income (loss) $ 3,727 $ 1,429 $(191,938)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Depreciation 104 162 1,288
Amortization - - 472
Loss on disposal of
discontinued operations - - (776,190)
Changes in operating
assets and liabilities:
Increase in accrued
expenses - - 286,334
Net Cash Provided (Used)
by Operating Activities 3,831 1,591 (680,034)
INVESTING ACTIVITIES
Organization expenses - - (10,925)
Sale of fixed assets - - 4,000
Purchase of equipment and
leasehold improvements - - (1,255,237)
Net Cash Provided (Used)
by Investing Activities - - (1,262,162)
FINANCING ACTIVITIES
Proceeds from debentures - - 1,750,000
Proceeds from stock
issuance - - 212,984
Sale warrants - - 100
Exercise of warrants - - 210,724
Net Cash Provided (Used)
by Financing Activities $ - $ - $2,173,808
The accompanying notes are an integral part of the financial statements.
<PAGE>
RED HORSE ENTERTAINMENT CORPORATION
(A Development Stage Company)
Statements of Cash Flows (Continued)
(Unaudited)
For the Period
From Inception
on December 4,
For the Nine Months 1987 to
Ended September 30, September 30,
1996 1997 1997
INCREASE (DECREASE) IN
CASH $ 3,831 $ 1,591 $ 231,612
CASH AT BEGINNING OF
PERIOD 222,401 230,021 -
CASH AT END OF PERIOD $ 226,232 $ 231,612 $ 231,612
SUPPLEMENTAL CASH FLOW
INFORMATION
Cash paid for interest $ - $ - $ 2,133
Cash paid for taxes $ - $ - $ -
NON CASH INVESTING
ACTIVITIES
Sale of subsidiary $ - $ - $2,023,767
The accompanying notes are an integral part of the financial statements.
<PAGE>
RED HORSE ENTERTAINMENT CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1997 and December 31, 1996
NOTE 1 - ORGANIZATION AND CORPORATE HISTORY
The Company was incorporated in the State of Nevada on December 4, 1987,
under the name of Quantus Capital, Inc. Since its inception it has not
engaged in a significant business activity and is considered to be a
development stage company. The articles of incorporation of the Company
state that its purpose is to engage in the business of making investments
and acquisition of assets, properties and businesses and to engage in any
and all other lawful business.
Pursuant to a special meeting of shareholders held on March 9, 1992, the
Company made the following changes: (1) To issue 1,556,000 shares of stock
to acquire 100% of the outstanding shares of 127 Main Street Corporation,
(the former Subsidiary) a Delaware Corporation. (2) Adopted a plan of
recapitalization whereby the issued and outstanding shares of the Company
were reverse split on a one for five basis. The shares outstanding were
reduced from 7,780,000 to 1,556,000. (3) The articles of incorporation
were amended changing the name to Red Horse Entertainment Corporation. All
references to number of shares have been retroactively restated to reflect
the reverse stock split.
During September 1992 the former Subsidiary began operating a casino in
Central City, Colorado, however, two weeks later operations were
terminated. (Note 6)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Recognition of Income
The Company recognizes income and expenses on the accrual basis of
accounting. The fiscal year of the Company ends on December 31.
b. Organization Costs
The Company's organization costs were amortized over 60 months using the
straight-line method.
c. Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding during the period of the financial
statements.
d. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a fair
presentation. Such adjustments are of a normal, recurring nature.
<PAGE>
RED HORSE ENTERTAINMENT CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1997 and December 31, 1996
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Provision for Taxes
No provision for taxes has been recorded due to operating losses at
December 31, 1994, 1993 and 1992. The Company has net operating loss
carryovers for both book and tax purposes of approximately $193,000 which
expire in 2007 and 2008. The potential tax benefit of the loss carryovers
has been offset in full by a valuation allowance.
f. Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
g. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
December 31, September 30,
1996 1997
Office equipment $ 1,071 $ 1,071
Less accumulated depreciation (651) (813)
Total Property and Equipment $ 420 $ 258
Equipment is being depreciated over five years using the straight line
method.
<PAGE>
RED HORSE ENTERTAINMENT CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1997 and December 31, 1996
NOTE 4 - PUBLIC OFFERING
In 1988, the Company sold 38,537 units to the general public. Each unit
consisted of one share of common stock and one "A" warrant that could be
used to purchase one share of common stock for $22.50 per share within two
years of the effective date of the offering, and one "B" warrant that could
have been used to purchase one share of common stock for $37.50 per share,
which expired November 8, 1993. The Company has received cash of $289,040
as a result of this public offering.
NOTE 5 - WARRANTS OUTSTANDING
As a result of the Company's public offering the underwriter purchased a
warrant that entitles him to purchase 3,853 units at a price of $9.375 per
unit.
In conjunction with the Company's acquisition of 127 Main Street
Corporation, the shareholders of 127 Main Street Corporation were granted
warrants or options to purchase an aggregate of 453,093 shares of common
stock of the parent Company for a period of five years at a price of $9.00
per share. As of December 31, 1996, 351,212 warrants have been exercised
wherein the Company has received cash of $210,724.
NOTE 6 - DISCONTINUED OPERATIONS
On September 17, 1993 the Company decided to terminate the operations of
its former subsidiary, 127 Main Street Corporation, and the casino
operations located at 127 Main Street, Central City, Colorado. Cost over
runs resulting from site conditions made it economically unfeasible to
continue operations. Consequently, the facility was abandoned and all
lease options and improvements were lost. The following is a summary of
income (loss) from operations of 127 Main Street Corporation:
Revenue - 1992 $ 40,029
Revenue - 1993 4,982
Total Revenue 45,011
Operating expenses - 1992 670,363
Operating expenses - 1993 285,962
Total Operating Expenses 956,325
Loss From Discontinued Operations $ (911,314)
Write off of assets - 1992 $(1,246,097)
Gain on assumption of debt - 1993 2,022,287
Gain on Disposal of
Discontinued Operations $ 776,190
<PAGE>
RED HORSE ENTERTAINMENT CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1997 and December 31, 1996
The Company retains no assets or liabilities of 127 Main Street
Corporation. No tax benefit has been attributed to the discontinued
operations.
NOTE 7 - DISPOSAL OF SUBSIDIARY - RELATED PARTY TRANSACTION
On March 19, 1994, the Company entered into a stock purchase agreement
whereby two officers of the Company purchased all of the outstanding shares
of the Company's former subsidiary, 127 Main Street Corporation. The
shares were sold for the nominal amount of $500.
NOTE 8 - REVERSE STOCK SPLIT
On August 2, 1993, the shareholders of the Company approved a 30-for-1
reverse stock split. The financial statements have been restated to
reflect this change retroactively to the beginning of the periods
presented.
NOTE 9 - GOING CONCERN
The financial statements have been prepared on the assumption that the
Company is a going concern. The Company has no revenues from operations
and its continued existence depends upon management's plans to locate a
company with which to merge.
NOTE 10 - STOCK OPTIONS
On February 1, 1994, the Company issued options to two of its officers, for
each one to purchase 25,000 shares of common stock at a price of $0.50 per
share. The option is for a term of five years.
<PAGE>
MANAGEMENTOS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
The Company was formed as a Nevada corporation in December 1987, and
subsequently conducted a public offering of units consisting of Common
Stock and warrants resulting in net proceeds to the Company of $204,984.
The warrants included in the units have since expired without being
exercised. Following the completion of the offering, the Company sought a
business venture in which to participate. As a result of that search, the
Company acquired 127 Main Street Corporation ("127 Main"), as a wholly-
owned subsidiary in March 1992.
The purpose of 127 Main was to develop a casino operation in Central City,
Colorado. The Company and 127 Main committed substantial financial and
managerial resources to the development of the casino throughout the spring
and summer of 1992. The casino was opened in early September 1992, but was
closed on September 17, 1992. At the time the casino opened, the revenue
realized was substantially lower than projected on the basis of casino
operations in Central City at the beginning of the year. The lower
revenues were, in the opinion of management, the result of completion
delays in renovation of the casino facility, which caused the casino to
miss its scheduled opening during the summer when tourism is at its peak in
Central City. In addition, the casino experienced higher than expected
costs as a result of cost overruns on renovation of the casino and
unanticipated city fees and assessments.
In response to these conditions, 127 Main attempted to renegotiate the
lease for the casino facility to a lower rate that would enable the casino
to remain in operation. This attempt was unsuccessful. Rather than
continue to operate the casino at a loss, 127 Main elected to terminate
operations.
At December 31, 1992, the consolidated current assets of the Company were
$102,684, consisting of cash, nominal fixed assets, and total liabilities
of $1,852,467. Of these amounts, approximately $90,037 of current assets
and $1,850,868 of liabilities were attributable to 127 Main. Furthermore,
at that time 127 Main was a party to three lawsuits arising from the casino
development. As a result of these developments, management of the Company
determined to divest itself of 127 Main and seek a new business venture in
which to participate.
On March 19, 1993, the Company entered into a stock purchase agreement with
Wayne M. Rogers and Jack M. Gertino, both officers and directors of the
Company, pursuant to which they acquired all of the issued and outstanding
common stock of 127 Main from the Company for $500 in cash and their
agreement to indemnify the Company against any liability it may incur as a
result of the operations and activities of 127 Main. From that time to the
present, the Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company; and (ii)
search for potential businesses, products, technologies and companies for
acquisition. At present, the Company has no understandings, commitments or
agreements with respect to the acquisition of any business, product,
technology or company and there can be no assurance that the Company will
identify any such business, product, technology or company suitable for
acquisition in the future. Further, there can be no assurance that the
Company would be successful in consummating any acquisition on favorable
terms or that it will be able to profitably manage the business, product,
technology or company it acquires.
The discontinuation of the Company's casino business, leaves the Company
without active business operations. As a result, the Company believes that
period-to-period comparisons of its results of operations are not
meaningful and should not be relied upon as indications of future
performance.
Results of Operations
Three and Nine Month periods Ended September 30, 1997 and 1996
The Company had no revenue from continuing operations for the three and
nine month periods ended September 30, 1997 and 1996.
General and administrative expenses for the three and nine month periods
ended September 30, 1997 and 1996, consisted of general corporate
administration, legal and professional expenses, and accounting and
auditing costs. These expenses were $2,829 and $1,277 for the three month
period ended September 30, 1997 and 1996, respectively; and $5,923 and
$3,068 for the nine month period ended September 30, 1997 and 1996,
respectively. General and administrative expenses in the nine month period
ended September 30, 1997 were greater than in the nine month period ended
September 30, 1996 primarily due to increases in professional fees
resulting from the Company's preparation and filing of its registration
statement on Form 10-SB under the Securities Exchange Act of 1934.
The Company made the filing to become a reporting company based on
management's belief that reporting company status may help the Company
to attract and acquire a more substantial business venture.
The Company had no interest expense in the three and nine month periods
ending September 30, 1996 or 1997. Interest income in the three and nine
month periods ended September 30, 1997 and 1996, respectively, resulted from
the investment of the funds in short-term, liquid cash equivalents.
Interest income was $2,763 and $2,682 in the three month period ended
September 30, 1997 and 1996, respectively; and $7,352 and $6,795 for the
nine month period ended September 30, 1997 and 1996, respectively.
Interest income has increased from period to period primarily because of
the additional interest earned on interest accumulated in prior periods.
As a result of the foregoing factors, the Company realized a net loass of
$66 for the three months ended September 30, 1997, as compared to a net
gain of $1,405 for the same period in 1996, and a net gain of only $1,429
for the nine month period ended September 30, 1997, as compared to $3,727
for the comparable period in 1996.
Liquidity and Capital Resources
At September 30, 1997, the Company had working capital of approximately
$231,612 as compared to $230,021 at December 31, 1996. Working capital as
of both dates consisted substantially of short-term investments, and cash
and cash equivalents. Although the Company's most significant assets
consist largely of cash and cash equivalents, the Company has no intent to
become, or hold itself out to be, engaged primarily in the business of
investing, reinvesting, or trading in securities. Accordingly, the Company
does not anticipate being required to register pursuant to the Investment
Company Act of 1940 and expects to be limited in its ability to invest in
securities, other than cash equivalents and government securities, in the
aggregate amount of over 40% of its assets. There can be no assurances
that any investment made by the Company will not result in losses.
Management believes that the Company has sufficient cash and short-term
investments to meet the anticipated needs of the Company's operations
through at least the next 12 months. However, there can be no assurances to
that effect, as the Company has no assurance of significant revenues.
PART II. OTHER INFORMATION
EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS: None
REPORTS ON FORM 8-K: None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
RED HORSE ENTERTAINMENT, INC.
Date: November 12, 1997 By: (Signature)
Wayne M. Rogers, President
(Duly Authorized and Principal
Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 231,612
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 231,612
<PP&E> 1,071
<DEPRECIATION> 813
<TOTAL-ASSETS> 231,870
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 455
<OTHER-SE> 231,415
<TOTAL-LIABILITY-AND-EQUITY> 231,870
<SALES> 0
<TOTAL-REVENUES> 7,352
<CGS> 0
<TOTAL-COSTS> 5,923
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,429
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,429
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,429
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
