US SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 September 30, 1996
[ ]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 33-21546-D
CONCORDE STRATEGIES GROUP, INC.
(formerly Nite-Lite USA, Ltd.)
(Exact name of small business issuer as specified in its charter)
Colorado 84-1108035
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
c/o Ameristar Group Inc., 444 Madison Avenue, Suite 1710, New York, NY 10022
(Address of principal executive offices)
(212) 750-7878
(Issuer's telephone number)
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
1,200,000 shares of Common Stock, $.0001 par value,
outstanding on September 30, 1996.
<PAGE>
NITE-LITE USA, LTD.
Table of Contents
Page
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at September 30, 1996 and 3
December 31, 1995
Statements of Operations For Three and Nine
Months Ended September 30,1996 and September 30,1995 4
Statements of Cash Flows For Nine Months Ended
September 30, 1996 and From Inception
(February 12, 1988 to September 30, 1995 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II -- OTHER INFORMATION 8
SIGNATURES 9
<PAGE>
Item 1. Financial Statements:
BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements presented in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-QSB and item 310 under subpart A
of Regulation S-B. Accordingly, they do not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for
the three and nine months ended September 30, 1996 are not necessarily
indicative of results that may be expected for the year ending
December 31, 1996. For further information, refer to the consolidated
financial statements and footnotes, thereto included in the Company's annual
report on form 10-KSB for the year ended December 31, 1995.
<PAGE>
NITE-LITE USA, LTD.
(Formerly Unified Industries, Inc.)
(A Development Stage Enterprise)
BALANCE SHEETS
September 30, December 31,
1996 1995
ASSETS
CURRENT ASSETS $ - $ -
--- ---
OTHER ASSETS:
Organization costs,
net of amortization - -
--- ---
TOTAL ASSETS $ 0 $ 0
=== ===
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 15,000 $ 1,000
Advances (Note 4) 32,821
----- -----
TOTAL CURRENT LIABILITIES 47,821 1,000
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, no par value,
100,000,000 shares authorized,
no shares issued and outstand-
ing - -
Common stock, no par value,
500,000,000 shares authorized,
1,200,000 shares issued and
outstanding $ 92,739 $ 91,839
Additional paid-in-capital 45,975 1,875
(Deficit) accumulated during
the development stage (186,535) (94,714)
------- ------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (47,821) (1,000)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0
======= ======
The accompanying notes are an integral part of these financial statements.
<PAGE>
NITE-LITE USA, LTD.
(Formerly Unified Industries, Inc.)
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
<TABLE>
For the Three Months Ended For the Nine Months Ended The Period
02/12/88 to
<CAPTION>
September 30, September 30, September 30, September 30, (Inception) through
1996 1995 1996 1995 Sept.30, 1996
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
---- ---- ---- ---- ----
OPERATING EXPENSES:
Amortization - - - - 750
Accounting 500 - 3,525 - 9,361
Bad debts - - - - 58,947
Consulting fees 30,000 - 51,750 - 51,750
Directors' fees - - - - 876
Legal fees 15,125 - 17,125 - 36,880
Office supplies - - - - 388
Organizational
expenses and fees 1,448 - 16,423 - 16,423
Rent expense - - - - 1,875
Transfer and
filing fees 748 40 2,998 120 6,061
Travel expense - - - - 12,452
------ ---- ------ ---- --------
TOTAL OPERATING
EXPENSES 47,821 40 91,821 120 195,763
------ ---- ------ ---- --------
NET (LOSS) BEFORE
OTHER INCOME
AND (EXPENSE) (47,821) (40) (91,821) (120) (195,763)
OTHER INCOME AND
(EXPENSES):
Interest income - - - - 9,228
TOTAL OTHER INCOME
(EXPENSES) - - - - 9,228
NET INCOME (LOSS) $ (47,821) $ (40) $ (91,821) $ (120) $ (186,535)
====== ==== ====== ==== =======
NET INCOME (LOSS)
PER SHARE $ N/A $ N/A $ N/A $ N/A $ N/A
====== ==== ====== ==== =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
NITE-LITE USA, LTD.
(Formerly Unified Industries, Inc.)
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30, For February 12, 1988
(Inception) through
<S> <C> <C> <C>
1996 1995 September 30, 1996
----------- ----------- ----------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (91,821) $ (120) $ (186,535)
Adjustments to reconcile
net loss to net cash
used by operating activities:
Amortization - - 750
Rent provided without charge - - 1,875
Decrease in current assets
other than cash - - 50,000
Increase (decrease) in
current liabilities 46,821 120 47,821
----------- ----------- -----------
Net Cash Used in
Operations $ (45,000) $ 0 $ (86,089)
----------- ----------- -----------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Loan to Merger Candidate $ - $ - $ (50,000)
Net Cash Used in
Investing Activities $ - $ - $ (50,000)
----------- ----------- -----------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from issuance
of stock $ 45,000 $ - $ 155,000
Organization costs - - (750)
Offering costs - - (18,161)
----------- ----------- -----------
Net Cash Provided by
Financing Activities $ 45,000 $ - $ 136,089
----------- ----------- -----------
Net Increase in Cash $ 0 $ 0 $ 0
CASH, BEGINNING OF THE PERIOD $ 0 $ 0 $ 0
---------- ---------- ----------
CASH, END OF THE PERIOD $ 0 $ 0 $ 0
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
NITE-LITE USA, LTD.
(Formerly Unified Industries, Inc.)
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
For the Nine Months Ended September 30, 1996
<CAPTION>
<S> <C> <C> <C> <C> <C>
Common Common Additional Deficit Total
Stock Stock Paid-In Accumulated Stockholders'
Number of Amount Capital during the Equity
Shares Development stage (Deficit)
--------- ------ ---------- ----------------- ------------
Balance,
January 1, 1995 3,000,000 $91,839 $1,875 $(94,714) $(1,000)
April 1996
9,000,000 shares
issued at $ 0.0001
par value, at an
effective price of
$0.005 9,000,000 900 44,100 - 45,000
April 1996
1 for 10 reverse
split, (10,800,000) - - - -
Net (loss) for
the Nine Months
Ended
September 30, 1996 - - - (91,821) (91,821)
- -------------------------------------------------------------------------------------------
Balance
September 30, 1996, 1,200,000 $92,739 $45,975 $(186,535) $(47,821)
===========================================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
NITE-LITE USA, LTD.
(Formerly Unified Industries, Inc.)
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
Note 1 - HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company has been in the development stage since its formation on February
12, 1988. It has been formed to seek potential business acquisitions.
Its activities since inception are primarily related to its initial public
offering and the merger activities discussed in Note 4.
Accounting Method
The Company records income and expenses on the accrual method.
Organization Costs
Costs incurred in organizing the Company were amortized over a sixty-month
period.
Deferred Offering Costs
Costs associated with the Company's initial public offering have been charged
to the proceeds of the offering.
Note 2 - CAPITALIZATION
On March 7, 1989, the Company closed its initial public offering realizing
proceeds of $81,839, net of $18,161 in offering expenses. After the completion
of the public offering, there were 3,000,000 shares of the Company's common
stock outstanding, along with 2,000,000 Class "A" common stock purchase
warrants.
In April of 1996, Nits-Lite declared a 1 for 10 reverse split of its common
stock.
Note 3 - MERGER ACTIVITIES
On March 8, 1989, the Company submitted a letter of intent to merge with
Nits-Lite Limited, a Delaware corporation, in which the Company would acquire
100% of the issued and outstanding common stock of Nits-Lite, Limited,
for 17,000,000 restricted shares of the Company's stock.
On April 4, 1989, the Company issued a $50,000 bridge loan at 12%, due
October 4, 1989, to Nits-Lite, Limited. The bridge loan was unsecured.
The Company changed its name from Unified Industries, Inc. to Nits-Lite USA,
Ltd., in anticipation of a successful merger. However, on September 6, 1989,
Nits-Lite, Limited, informed the Company of its intention to terminate the
merger negotiations.
On March 12, 1991, a judgment was received from the District Court of Denver
for $50,000 (bridge loan) plus accrued interest of $8,947 as of March 31, 1991,
and $9,727.15 for attorney fees and court costs.
Management has written off the bridge loan and interest as of June 30, 1991,
as these monies have not been collectible.
During February 1996, the Company reached an Agreement in principal to
acquire 100% of the capital stock of Concorde Strategies Group, Ltd.
(a Delaware corporation). A formal acquisition agreement was entered into on
September 23, 1996, subject to completion of certain conditions precedent to
a closing of the contemplated transaction. There can be no assurances that
such conditions will in fact be met by the parties or that the transaction
contemplated by the agreement will in fact be closed in the near future.
Concorde Strategies Group, Ltd. was formed in 1996 and has no operating
history.
Note 4 - RELATED PARTY TRANSACTIONS
The Company has received advances of monies for operating expenses from two
related companies. This loan is non-interest bearing.
Note 5 - NAME CHANGED
The corporate name has been changed from Nits-Lite USA, Ltd. to Concorde
Strategies Group, Inc. (a Colorado corporation) effective October 30, 1996.
<PAGE>
ITEM 2: Management's Discussion and Analysis of Financial Conditions and
Results of Operations:
Results of Operations:
Until fiscal 1992, Registrant had generated only interest income since its
inception. Commencing in fiscal 1992, Registrants available cash was reduced
to a level where it ceased to generate any interest revenues at all.
Following the write-off of the judgement obtained against Nite-Lite, Limited,
a Delaware corporation, Registrant has no realistic expectation of any future
revenues, including interest income since its cash position has been depleted
to a balance of $-0- as of December 31, 1995, a situation which has continued
ever since.
In April, 1996, Registrant undertook a private placement of its securities
pursuant to the provisions of Rule 504 under Regulation D under the Securities
Act of 1933, as amended, whereby it issued 9,000,000 shares of its Common Stock
in exchange for the satisfaction of $45,000 in debts owed by the Registrant.
Also in April 1996, Registrant effected a 1-for-10 reverse split of its common
stock as the result of which the Company had, following the aforesaid private
offering, 1,200,000 shares issued and outstanding. This reverse split was
effected in anticipation of management's renewed efforts to find a suitable
business opportunity for the Company.
Liquidity and Capital Resources:
Registrant anticipates that its ability to pay operating costs will be
severely limited in the future. At present, the Company is virtually wholly
dependent upon the willingness of management to advance to the Company adequate
funds to cover any expenses incurred in its operations until such time, if
ever, as the Company is able to identify and conclude a viable acquisition,
merger candidate or suitable business opportunity.
Possible Change in Control:
By formal Agreement dated as of September 23, 1996, the Company agreed to
acquire 100% of the capital stock of Concorde Strategies Group, Ltd.
("Concorde"), a Delaware corporation formed in February 1996. Concorde plans
to engage in the business of acquiring, financing and assisting in the
development of smaller private companies engaged in diverse industries.
Although still considered to be in its development stage, Concorde has entered
into an agreement to acquire 100% of a New York based importer and wholesale
distributor of hand-made Italian men's clothing, including suites, sports
coats, slacks and overcoats. However, the acquisition agreement with Concorde
is subject to completion of certain enumerated conditions precedent before a
closing can be had and the acquisition finalized. Among such conditions is a
requirement that Concorde deliver audited financial statements. There can be
no assurance that the conditions precedent enumerated in the acquisition
agreement will in fact be met or, even if they are ultimately met, when such
conditions will be completed and the acquisition of Concorde be finalized.
<PAGE>
OTHER INFORMATION
Item 1. Legal Procedures
None
Item 2. Change 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 of Form 8-K
Form 8-K Report dated November 15, 1996 relating to the execution of
the Agreement and Plan of Reorganization with Concorde Strategies Group, ltd.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
in its behalf by the undersigned, thereunto duly authorized.
NITE-LITE USA, LTD.
By: /s/Gera Laun
Gera Laun,
Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 47821
<BONDS> 0
0
0
<COMMON> 92739
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 95642
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 47821
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (47821)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
