U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
(Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 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 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
3,300,000 shares of Common Stock, no par value, outstanding on August 1, 1997.
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 June 30, 1997 and
December 31, 1996 4
Unaudited Statements of Operations For Three and Six
Months Ended June 30, 1997 and June 30, 1996 and
From Inception (February 12, 1988) through June 30, 1997 5
Unaudited Statements of Cash Flows For Six
Months Ended June 30, 1997 and 1996 and From Inception
(February 12, 1988) to June 30, 1997 6
Statement of Stockholders' Equity (Deficit) 7
Notes to Financial Statements 8-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11
PART II -- OTHER INFORMATION 13
SIGNATURES 13
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 six months ended
June 30, 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 and
Form 8-K filed July 2, 1997.
CONCORDE STRATEGIES GROUP, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
June 30,
1997 December 31,
(Unaudited) 1996
ASSETS
CURRENT ASSETS
Cash in checking $ 430 $ -
OTHER ASSETS:
Organization costs,
net of amortization - -
TOTAL ASSETS $ 430 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 45,428 $ 26,668
Due to Ameristar Capital 93,383 78,875
Corporation
TOTAL CURRENT LIABILITIES 138,811 105,543
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,
1,500,000 shares issued and
outstanding as of June 30,
1997 and December 31,1996 $ 166,839 $ 136,839
Additional paid-in-capital 1,875 1,875
(Deficit) accumulated during
the development stage (307,095) (244,257)
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (138,381) (105,543)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 430 $ 0
The accompanying notes are an integral part of these financial statements.
CONCORDE STRATEGIES GROUP, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
For the Three For the Six For The Period
Months Ended Months Ended 02/12/88 (Inception)
June 30, June 30, (Inception) Through
1997 1996 1997 1996 March 31, 1997
REVENUES $ - $ - $ - $ - $ -
OPERATING EXPENSES:
Amortization $ - - - - 750
Accounting 375 - 1,625 3,025 11,261
Bad debts - - - - 58,947
Consulting fees 43,000 31,725 56,000 36,725 174,000
Directors' fees - - - - 876
Legal fees - 1,000 1,750 2,000 44,130
Office and printing 310 - 1,004 - 1,807
Rent expense - - - - 1,875
Telephone expenses 485 - 694 - 1,118
Transfer and
filing fees 1,270 1,500 1,765 2,250 8,664
Travel expense - - - - 12,895
TOTAL OPERATING
EXPENSES 45,440 34,225 62,838 44,000 316,323
NET (LOSS) BEFORE
OTHER INCOME
AND (EXPENSE) (45,440) (34,225) (62,838) (44,000) (316,323)
OTHER INCOME AND
(EXPENSES):
Interest income - - - - 9,228
TOTAL OTHER INCOME
(EXPENSES) - - - - 9,228
NET INCOME (LOSS) $ (45,440) $(34,225) $(62,838) $(44,000) $(307,095)
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.
<PAGE>
CONCORDE STRATEGIES GROUP, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
For the Three Months Ended For the Period
June 30, February 12, 1988
(Unaudited) (Inception) through
1997 1996 June 30, 1997
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (62,838) $ (44,000) $ (307,095)
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 33,268 (1,000) 138,381
Net Cash Used in
Operations $ (29,570) $ (45,000) $ (116,089)
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 $ 30,000 $ 45,000 $ 185,000
Organization costs - - (750)
Offering costs - - (18,161)
Net Cash Provided by
Financing Activities $ 30,000 $ 45,000 $ 166,089
Net Increase in Cash $ 430 $ 0 $ 166,089
CASH, BEGINNING OF THE PERIOD $ 0 $ 0 $ 0
CASH, END OF THE PERIOD $ 430 $ 0 $ 0
The accompanying notes are an integral part of these financial statements.
<PAGE>
CONCORDE STRATEGIES GROUP, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Six Months Ended June 30, 1997
Common
Stock
Number of
Shares
Common
Stock
Amount
Additional
Paid-In
Capital
Deficit
Accumulated
during the
Development
Stage
Total
Stockholders'
Equity
(Deficit)
Balance,
January 1, 1997
1,200,000
136,839
1,875
$(244,257)
$(105,543)
300,000 shares
issued for
services, June
13, 1997
300,000
30,000
-
-
30,000
Net (loss) for
the Six Months
Ended June 30,
1997
--
--
--
(62,838)
(62,838)
Balance,
June 30, 1997
1,500,000
166,839
1,875
$(307,095)
$(138,381)
The accompanying notes are an integral part of these financial statements.
<PAGE>
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.
In June, 1997 the Company issued 300,000 shares of common stock to
certain parties who had performed services on behalf of the
Company. The shares were issued in consideration for the
cancellation of payments owed by the Company at the agreed upon
rate of $.10 per share and were sold through a Private Placement
pursuant to the exemption provided by Rule 504 of Regulation D
under the Securities Act of 1933, as amended.
CONCORDE STRATEGIES GROUP, INC.
(A Development Stage Enterprise)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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
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.
Pursuant to the Agreement and Plan of Reorganization entered into
with Concorde Management, Ltd. (formerly, Concorde Strategies
Group,Ltd.) on September 23, 1996, and in anticipation of receiving
audited financial statements the Company has completed the
acquisition of Concorde Management, Ltd. and its wholly owned
subsidiary, L'Abbigliamento, Ltd. The Agreement and Plan of
Reorganization was filed as an Exhibit to Form 8-K dated November
15, 1996.
The acquisition, effective as of July 1, 1997, was completed
through a tax-free exchange of securities by the Company's issuance
of 1,800,000 shares of its common stock in exchange for all of the
issued and outstanding common shares of Concorde Management, Ltd.
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 $69,000 to its
President, $45,000 to "Ameristar" (an affiliate corporation), and
$30,000 to a 5% stockholder of the Company since the beginning of
1996.
CONCORDE STRATEGIES GROUP, INC.
(A Development Stage Enterprise)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 4 - Continued
The Company has also issued 200,000 shares of common stock to two
related privately owned companies in consideration of $.10 per
share for consulting services performed on behalf of the Company.
(See Note 2. - Capitalization)
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.
<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 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.
Change in Control:
By formal Agreement dated as of September 23, 1996, the Company agreed to
acquire 100% of the capital stock of Concorde Management, Ltd. (formerly
Concorde Strategies Group, Ltd. "CML"), a Delaware corporation formed in
February 1996. CML 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, CML 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.
Subsequent to the end of the period covered by this Report, the Company
completed its acquisition of CML and its wholly owned subsidiary,
L'Abbigliamento, Ltd. Reference is made to the Form 8-K Report filed in July,
1997.
Private Placement Offering:
On June 18, 1997, the Company entered into a Letter of Intent with Meridian
Equities Company ("Meridian") to act as a Placement Agent for a proposed private
placement offering of securities, pursuant to Regulation D, Rule 504 promulgated
under the Securities Act of 1933, as amended. Reference is made to the Form 8-K
Report filed in July, 1997.
In August, 1997, Meridian withdrew the Letter of Intent since it is considering
a larger offering for the Company to accommodate its greater anticipated capital
requirements. While there is no assurance that a new offer to raise capital
will occur; the Company believes that it is in its best interest to pursue such
offering.
Meanwhile, the Company has decided to proceed with a private placement offering
by itself to help absorb operating expenses.
The Company has commenced a Private Placement to raise a minimum of $93,750 and
a maximum of $140,625 through the sale of non dividend bearing, no par value,
Series B Convertible Preferred Stock, at a purchase price of $.3125. Each
Preferred Share is convertible into one and one quarter (1.25) shares of the
Company's Common Stock, no par value, at the election of the Preferred
Shareholder at any time after thirteen months from the date of issuance thereof
and for a period of four years thereafter. No assurance can be given that this
Private Placement will be successful.
<PAGE>
OTHER INFORMATION
Item 1. Legal Procedures. Not applicable.
Item 2. Change in Securities. There has been a change in control of the
Company after the close of the period covered by this report, as disclosed in
the Form 8-K report filed in July, 1997.
Item 2(c). 300,000 shares of the registrant's common stock were issued on June
13, 1997 to certain parties who had performed services on behalf of the Company,
including two companies which are principally owned by two Directors of the
Company. The shares were issued by the registrant in consideration for the
cancellation of payments owed by the Company at the agreed upon rate of $.10 per
share and were sold through a Private Placement pursuant to the exemption
provided by Rule 504 of Regulation D under the Securities Act of 1933, as
amended.
Item 3. Defaults Upon Senior Securities. Not applicable.
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 on November 4, 1997.
CONCORDE STRATEGIES GROUP, INC.
By:/s/ Gera Laun
Gera Laun,
Secretary
