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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 ended MARCH 31, 2000
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[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ________________ to __________________
Commission file number ______________________________________________
EPICURE INVESTMENTS, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
FLORIDA 59 1997186
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
36 KLEIN RD. WILLIAMSVILLE, NY 14221
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(Address of Principal Executive Offices)
(716) 689 4033
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Issuer's Telephone Number, Including Area Code)
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) 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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,265,500 SHARES OF $.001 PAR COMMON
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Transitional Small Business Disclosure Format (check one):
Yes No X
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Epicure Investments, Inc.
Form 10QSB
Index
Part I - Financial Information
Item 1 - Financial Statements
Accountants Report 3
Balance Sheet - March 31, 2000 and 1999 4
Statements of Income and Accumulated Deficit-
Nine months ended March 31, 2000 and 1999 5
Statement of Cash flow -
Nine months ended March 31, 2000 and 1999 6
Note to Financial Statements 7-8
Item 2 - Management Discussion 9
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REPORT OF INDEPENDENT ACCOUNTANT
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To the Board of Directors and Shareholders of
Epicure Investments,Inc. (An Inactive Company)
I have reviewed the accompanying balance sheets of Epicure Investments, Inc. (An
Inactive Company) as of March 31, 2000 and 1999, and the related statements of
income, accumulated deficit and cash flows for the nine months then ended, in
accordance with standards established by the American Institute of Certified
Public Accountants. All information included in these financial statements is
the representation of management.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should be
made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
/s/ Gary Kriner, CPA
Gary Kriner, CPA
April 15, 2000
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EPICURE INVESTMENTS, INC.
(AN INACTIVE COMPANY)
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BALANCE SHEETS
<TABLE>
<CAPTION>
March 31,
1999 2000
----------- -----------
<S> <C> <C>
ASSETS
Total assets $ - $ -
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Rescission offer payable $ 10,143 $ 10,743
(Note 2)
Total liabilities 10,143 10,743
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Stockholders' equity:
Capital stock - $.001 par value;
20,000,000 shs. auth
4,265,500 issued & outst 4,266 4,266
Additional paid-in capital 4,420,382 4,420,382
Treasury stock (1,416,667
Shs. at cost) (242,500) (242,500)
Accumulated deficit (4,192,291) (4,192,891)
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Total stockholders' equity (10,143) (10,743)
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Total liabilities and
stockholders' equity $ - $ -
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</TABLE>
The accompanying notes are an integral part of these financial statements
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EPICURE INVESTMENTS, INC.
(AN INACTIVE COMPANY)
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STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
Nine months ended March 31,
1999 2000
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<S> <C> <C>
Interest expense $ 600 $ 600
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Net Loss $ (600) $ (600)
Accumulated Deficit,
beginning (4,191,691) (4,192,291)
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Accumulated Deficit,
end of period $(4,192,291) $(4,192,891)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
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EPICURE INVESTMENTS, INC.
(AN INACTIVE COMPANY)
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CASH FLOW STATEMENT
Nine months ended March 31,
1999 2000
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The Company effected no
cash transactions during
its inactive period.
The accompanying notes are an integral part of these financial statements
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EPICURE INVESTMENTS, INC.
(AN INACTIVE COMPANY)
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NOTES TO FINANCIAL STATEMENTS
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1. The Company and Basis of Presentation
Epicure Investments, Inc., a Florida corporation incorporated in May,
1980, is an inactive company. The Company has no assets and minimal liabilities
related to its publicly-held stock (see Note 2). Epicure, however, was duly
organized under the laws of the State of Florida and is current with applicable
reports to the Department of State thereto.
Epicure historically did own and operate the Crown Hotel in Inverness,
Florida, but ceased operations and became insolvent when assets were sold on
October 1, 1990, and liabilities were extinguished, forgiven or paid immediately
thereafter.
The Company, therefore, conducted no operations for the period reported
upon herein.
The Company's fiscal year ends June 30.
2. Rescission Offer Payable
9500 shares of common stock of the Company traded in the
over-the-counter market in January to March 1988, and may not have been in
compliance with federal and state securities laws at that time. Concurrently
with an Offering which went effective October 31, 1989, resulting from the
filing of a Registration Statement with the Securities and Exchange Commission,
the Company commenced a Rescission Offer more fully described in the
Registration Statement, whereby the Company offered to purchase all shares owned
by shareholders who traded in the applicable period. Three shareholders who
purchased collectively 2000 shares properly accepted the Rescission Offer and
are due the purchase price of the applicable shares plus interest at 6% per
annum. The Company became insolvent before this liability was paid. The
potential liability is recorded at $4,134 plus interest to the date of report.
The interest related thereto is the only current expense of the Company and is
approximately $600 per annum.
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3. Income taxes
The Company has net operating losses available for carryover to future
years subject to substantive restrictions under the I.R.C.. Deferred tax assets
related thereto are offset in full by a valuation allowance given uncertainties
as to realization of the future benefits.
4. Contingent Liabilities
a. The Company has recognized a liability to certain shareholders
resulting from the Rescission Offer discussed in Note 2. Notwithstanding, the
Company may have continuing liability under the 1933 Securities Act and state
securities laws for an undetermined period to any shareholder who purchased
shares during the period in question who did not accept the Res cission Offer
(total of 7500 shares). Shareholders who do not participate in a rescission
offer may still make a claim for damages. Management is not aware that any
affected shareholders have filed any claim for damages. Management believes
these unasserted claims are both remote and immaterial.
b. The Company in 1990 sold all of its operating assets while it was a
going concern and decided to cease operations. The proceeds from the sale of
assets were insufficient to pay all liabilities. Secured or judgment creditors
were paid in full; unsecured creditors were paid pro rata from the remaining
proceeds. Previous management at that time negotiated with each unsecured
creditor for a period of time after the asset sale. The Company then finally
wrote off all of the remaining unpaid liabilities as forgiveness of debt income
as the Company was insolvent. As of the reporting date herein, there are no
outstanding judgments, liens, etc. to Management's knowledge resulting from
these or any other unpaid liabilities of the Company. Management believes these
unasserted claims are remote.
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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Epicure Investment, Inc. (the "Company") was incorporated in May, 1980,
in the State of Florida. The Company was a hotel and restaurant operation from
1980 until October 1, 1990, when Management decided to sell its assets and cease
operations.
The Company has had no revenues from operations, nor conducted any
operations since 1990. Management has maintained the legal existence of the
corporation with a view to its subsequent combination with a yet to be
identified private corporation engaged in any area of business.
Executive offices are located at the residence of the principal
shareholder at 36 Klein, Williamsville, N.Y. 14221 (716) 689-4033.
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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.
Epicure Investments, Inc.
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Date: 6/20/00 By: /s/ Casimer J. Jaszewski
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Casimer J. Jaszewski, President
