U.S. 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 March 31, 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 Number 33-21546-D
CONCORDE STRATEGIES GROUP, INC.
(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)
444 Madison Avenue, Suite 1710, New York, NY 10022
(Address of principal executive offices)
(212) 317-0060
(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, no par value, outstanding on March 31, 1997.
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CONCORDE STRATEGIES GROUP, INC.
Form 10-QSB Quarterly Report
Table of Contents
Page
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements 3
Unaudited Balance Sheets at March 31, 1997 and
December 31, 1996 4
Unaudited Statements of Operations For Three
Months Ended March 31, 1997 and March 31, 1996
and From Inception (February 12, 1988)
through March 31, 1997 5
Unaudited Statements of Cash Flows For Three
Months Ended March 31, 1997 and 1996 and From Inception
(February 12, 1988) to March 31, 1997 6
Statement of Stockholders' Equity (Deficit) 7
Notes to Financial Statements 8-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10
PART II -- OTHER INFORMATION 11
SIGNATURES 11
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Item 1. Financial Statements:
BASIS OF PRESENTATION
The accompanying unaudited financial statements are 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.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the three months ended
March 31, 1997 are not necessarily indicative of results that may be expected
for the year ending December 31, 1997. 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, 1996.
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CONCORDE STRATEGIES GROUP, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
March 31,
1997 December 31,
(Unaudited) 1996
ASSETS
CURRENT ASSETS $ - $ -
OTHER ASSETS:
Organization costs,
net of amortization - -
TOTAL ASSETS $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 38,058 $ 26,668
Due to Ameristar Capital 84,883 78,875
Corporation
TOTAL CURRENT LIABILITIES 122,941 105,543
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 as of March 31,
1997 and 1996 $ 136,839 $ 136,839
Additional paid-in-capital 1,875 1,875
(Deficit) accumulated during
the development stage (261,655) (244,257)
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (122,941) (105,543)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0
The accompanying notes are an integral part of these financial statements.
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CONCORDE STRATEGIES GROUP, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
For the Three Months Ended For The Period
(Unaudited)March 31, 02/12/88 (Inception)
1997 1996 Through March 31, 1997
REVENUES $ - $ - $ -
OPERATING EXPENSES:
Amortization - - 750
Accounting 1,250 3,025 10,886
Bad debts - - 58,947
Consulting fees 13,000 5,000 131,000
Directors' fees - - 876
Legal fees 1,750 1,000 44,130
Office and printing 694 - 1,497
Rent expense - - 1,875
Telephone 209 - 633
Transfer and
filing fees 495 750 7,394
Travel expense - - 12,895
TOTAL OPERATING
EXPENSES 17,398 9,775 270,883
NET (LOSS) BEFORE
OTHER INCOME
AND (EXPENSE) (17,398) (9,775) (270,883)
OTHER INCOME AND
(EXPENSES):
Interest income - - 9,228
TOTAL OTHER INCOME
(EXPENSES) - - 9,228
NET INCOME (LOSS) $ (17,398) $ (9,775) $ (261,655)
NET INCOME (LOSS)
PER SHARE $ N/A $ N/A $ N/A
The accompanying notes are an integral part of these financial statements.
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CONCORDE STRATEGIES GROUP, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
For the Three Months Ended For the Period
March 31, February 12, 1988
(Unaudited) (Inception) through
1997 1996 March 31, 1997
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (17,398) $ (9,775) $ (261,655)
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 17,398 9,775 122,940
Net Cash Used in
Operations $ 0 $ 0 $ (86,090)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Loan to Merger Candidate $ - $ - $ (50,000)
Net Cash Used in
Investing Activitis $ - $ - $ (50,000)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from issuance
of stock $ 0 $ - $ 155,000
Organization costs - - (750)
Offering costs - - (18,160)
Net Cash Provided by
Financing Activities $ 0 $ - $ 0
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.
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CONCORDE STRATEGIES GROUP, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Three Months Ended March 31, 1997
Deficit
Common Accumulated Total
Stock Common Additional during the Stockholders'
Number of Stock Paid-in Development Equity
Shares Amount Capital Stage (Deficit)
Balance,
January 1, 1997 1,200,000 136,839 1,875 $(244,257) $(105,543)
Net (loss) for
the Three
Months Ended
March 31,
1997 -- -- -- (17,398) (17,398)
Balance,
March 31, 1997 1,200,000 136,839 1,875 $(261,655) $(122,941)
The accompanying notes are an integral part of these financial statements.
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CONCORDE STRATEGIES GROUP, INC.
(A Development Stage Enterprise)
NOTES TO UNAUDITED 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 was originally 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, and 2,000,000
Class "B" common stock purchase warrants. All of these warrants,
Class A and Class B, which had originally been extended to January,
15, 1992, have since expired and none remain issued and
outstanding.
In April of 1996, the Company 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, Company 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.
Note 3 - MERGER ACTIVITIES
On March 8, 1989, the Company submitted a letter of intent to merge
with Nite-Lite USA, Ltd., a Delaware corporation, in which the
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CONCORDE STRATEGIES GROUP, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
Note 3 - CONTINUED
Company would acquire 100% of the issued and outstanding common
stock of Nite-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 Nite-Lite, Limited. The bridge loan was
unsecured.
The Company changed its name from Unified Industries, Inc. to
Nite-Lite USA, Ltd., in anticipation of a successful merger. However, on
September 6, 1989, Nite-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 Management, Ltd. was formed and began operations in 1996.
Note 4 - RELATED PARTY TRANSACTIONS
The Company has received advances of monies for its operating
expenses from a related company, Ameristar Group Incorporated. The
company ("Ameristar") also serves as a consultant to Concorde.
During 1996 and 1997, Concorde utilized the offices of "Ameristar"
on a rent-free basis.
The Company has incurred consulting fees of $56,000 to its
President, $45,000 to "Ameristar" (an affiliate corporation), and
$30,000 to a 5% stockholder of the Company.
Note 5 - NAME CHANGED
The corporate name has been changed from Nite-Lite USA, Ltd. to
Concorde Strategies Group, Inc. (a Colorado corporation) effective
October 30, 1996.
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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 March 31, 1997, a situation which has continued ever since.
In April, 1996, the Company 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 Company. Also
in April 1996, the Company 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 operating costs will be severely limited in the
future. At present, the Company is virtually wholly dependent upon the
willingness of management and Ameristar Group Incorporated 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 and
completed an agreement to acquire 100 per cent of the outstanding capital stock
of L'Abbigliamento, Ltd. based in Lawrence, New York, L'Abbigliamento, Ltd. is
an importer and wholesale distributor of men's clothing manufactured in Italy,
including suits, 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.
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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
None
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.
CONCORDE STRATEGIES GROUP, INC.
By: /s/Gera Laun
Gera Laun,
Secretary
