SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 December 31, 1999
OR
[ ] 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 0-23712
PARKS AMERICA! INC.
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(Exact name of small business issuer as specified in its charter)
Washington 91-1395124
- -------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization
222 East State Street, Eagle, ID 83616
----------------------------------------
(Address of principal executive offices)
(208) 463-1300
-------------------------
(Issuer's telephone number)
(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 No X
---- ----
As of April 15, 2000, there 17, 084,017 shares of the issuer's Common
Stock, $.001 par value, outstanding.
<PAGE>
PARKS AMERICA! INC.
INDEX
Page
Number
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of December 31, 1999 and
June 30, 1999................................................. 3
Statements of Operations for the Three Months and
Six Months Ended December 31, 1999 and 1998................... 4
Statements of Cash Flows for the Six Months Ended December
31, 1999 and 1998............................................. 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>
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
PARKS AMERICA! INC.
BALANCE SHEETS
December 31, 1999 June 30, 1999
------------------ --------------
ASSETS
Current Assets:
Cash $ 4,504 $60,266
Accounts Receivable 34,000 -
Receivable from Shareholder 16,804 30,600
------------- -----------
Total current assets: 55,308 90,866
Property Plant & Equipment 78,690 72,336
Less: Accumulated Depreciation 30,919 23,311
------------- -----------
Net Property Plant & Equipment 47,771 47,025
Land Options 78,000 57,000
Other Assets:
Deposits 22,020 22,020
Investments 40,444 40,444
Promotional Materials 22,083 -
Development Costs 101,590 122,423
Other 245 245
------------- -----------
Total other assets 186,382 242,132
------------- -----------
Total assets 367,461 382,023
============= ===========
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accrued expenses 40,278 122,198
Deferred Revenue 240,543 59,750
Loans payable - shareholder 13,680 -
------------- -----------
Total current liabilities 294,501 181,948
Long-Term Note Payable 2,189
Minority Interest - 145,000
Stockholders' equity
Common Stock, $.001 par value 150 150
Additional paid in capital 34,220 979,266
Retained earnings 36,401 (924,341)
------------- -----------
Total stockholders' equity 70,771 55,075
------------- -----------
Total liabilities and stockholders' equity 367,461 382,023
============= ===========
See accompanying notes to financial statements
3
<PAGE>
PARKS AMERICA! INC.
STATEMENT OF OPERATIONS
Three Months Ended Six Months Ended
December 31, December 31,
-------------------------- -------------------------
1999 1998 1999 1998
--------- ---------- --------- -----------
Revenues
Sales 0 0 0 0
----------- ----------- --------- -----------
Expenses:
Selling, general and
administrative
Interest 119,476 27,006 264,162 138,507
290 49,638 290 99,275
----------- ----------- --------- -----------
Total expenses 119,766 76,644 264,452 237,782
----------- ----------- --------- -----------
Net loss (119,766) (76,644) (264,452) (237,782)
=========== =========== ========= ===========
Loss per share (.01) (.01) (.02) (.02)
=========== =========== ========= ===========
Weighted average shares
outstanding 15,000,000 15,000,000 15,000,000 15,000,000
=========== =========== =========== ============
See accompanying notes to financial statements
4
<PAGE>
PARKS AMERICA! INC.
STATEMENTS OF CASH FLOWS
Six Months Ended December 31,
1999 1998
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (264,452) (237,782)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation
Changes in assets and liabilities: 7,608 9,472
Receivables
Accounts Payable (36,603) 4,891
Accrued Expenses 20,195 17,840
114,790 104,484
------------- --------------
Net cash (used in) operating activities (158,462) (101,095)
------------- --------------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Purchase sale of Buildings and Equipment (28,557) 92,250
Purchase of Land Option (22,000)
Development Costs (32,050) (12,488)
Investment in Subsidiary (15,385)
------------- --------------
Cash Used in Investing Activities (97,992) 79,762
------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of shares 257,718 18,000
Loan proceeds 218
------------- --------------
Net cash provided by financing activities 259,906 18,000
------------- --------------
Net increase (decrease) in cash 3,452 (3,333)
Cash and cash equivalents, at beginning of
period 1,052 3,447
------------- --------------
Cash and cash equivalents, at end of period 4,504 114
============= ==============
See accompanying notes to financial statements
5
<PAGE>
PARKS AMERICA! INC.
NOTES TO FINANCIAL STATEMENTS
1. INTERIM FINANCIAL PRESENTATION
The financial statements have been prepared by the Company without audit
and are subject to year-end adjustment. Certain information and footnote
disclosure normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to the rules and regulations of the Securities and Exchange Commission. These
interim statements should be read in conjunction with the audited financial
statements filed by the Company on Form 8-K with the Securities and Exchange
Commission. The financial statements reflect all adjustments (which include only
normal recurring adjustments) which, in the opinion of management, are necessary
to present fairly the Company's financial position, results of operations and
cash flows.
Results of operations for the three months and six months ended December
31, 1998 and 1999, are not necessarily indicative of results to be achieved for
the full fiscal year.
2. BASIS OF PRESENTATION
The acquisition by Parks America! Inc. (formerly Wincanton Corporation) on
December 8, 1999 of Northwest Parks LLC has been treated as a reverse
acquisition since Northwest Parks LLC and its subsidiaries are the continuing
entities as a result of the recapitalization and restructuring. On this basis,
the financial statements prior to December 8, 1999 represent the financial
statements of Northwest Parks LLC and Subsidiaries. The shareholders equity
accounts of the Company have been retroactively adjusted to reflect the issuance
of the 12,000,000 shares of common stock (after the effect of the reverse stock
split of 1:100 on December 13, 1999).
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MATERIAL CHANGES IN RESULTS OF OPERATIONS
Three Months Ended December 31
There were no revenues for either the three months ended December 31, 1999
or December 31, 1998 as the sole business activity of the Company was the
development of its real estate for sale.
General and administrative expenses increased by $92,470 or 342% to
$119,496 for the three months ended December 31, 1999 from 27,006 for the
corresponding period of the prior year. This increase resulted from the
expansion of unpaid and past due salary, audit fees, legal fees in connection
with the merger with Wincanton Corporation and related merger expenses.
Interest expense decreased by $49,348 or 99.4% to $290 for the three months
ended December 31, 1999 from $49,638 for the corresponding period of the prior
year. The decrease in interest expense resulted from the sale of certain
property in April 1999 on which there was a significant amount owing with
interest.
As a result of the foregoing, the Company's net operating loss increased by
$43,122 or 56.3% to $119,766 for the three months ended December 31, 1999 from
$76,644 for the corresponding period of the prior year.
Six Months Ended December 31
There were no revenues for either the six months ended December 31, 1999 or
December 31, 1998 as the sole business activity of the Company was the
development of its real estate for sale.
General and administrative expenses increased by $125,655 or 90.7% to
$264,162 for the six months ended December 31, 1999 from $138,507 for the
corresponding period of the prior year. This increase is the result of the
expansion of unpaid and past due salary, audit fees, legal fees in connection
with the merger with Wincanton Corporation and related merger expenses.
Interest expense decreased by $98,985 or 99.7% to $290 for the six months
ended December 31, 1999 from $99,275 for the corresponding period of the prior
year. This decrease resulted from the sale of certain property in April 1999 on
which there was a significant amount owing with interest.
As a result of the foregoing, the Company's net operating loss increased by
$26,670 or 11.2% to $264,452 for the six months ended December 31, 1999 from
$237,782 for the corresponding period of the prior year.
7
<PAGE>
CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
For the past twelve months, the Company has funded its operating losses and
capital requirements through the sale of stock and loans from its shareholders.
As of December 31, 1999, the Company had a cash balance of $4,504 and a working
capital deficit of $261,625. This compares with cash of $114 and a working
capital deficit of $435,846 for the corresponding period of the prior year.
Net cash used in operating activities increased to $158,462 from $101,095
for the six months ended December 31, 1999 and 1998, respectively. The increase
in cash used in operations resulted from increased net operating losses and
receivables that was partially offset by an increase in accrued expenses.
Cash flows used in investing activities for the six months ended December
31, 1999 increased to $97,992 from $79,762 provided by investing activities for
the corresponding period of the prior year. This charge resulted from a sale of
equipment in the prior year, but a purchase of equipment in the current year and
increased expenditures in the current year for a land option, development costs
and investments in subsidiaries.
Net cash provided by financing activities increased to $259,000 from
$18,000 for the six months ended June 30, 1999 and 1998, respectively. This
increase is attributable to increased sales of shares.
The Company has experienced significant operating losses throughout its
history, and the acquisition of Resources of the Pacific, Inc. will acquire
substantial funds for the development of its business. Therefore, the Company's
ability to survive is dependent on its ability to raise capital through the
issuance of stock or borrowing of additional funds. Without the success of one
of these options, the Company will not have sufficient cash to satisfy its
working capital and investment requirements for the next twelve months.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
1. 27.1 Financial Data Schedule
b. Reports on Form 8-K
1. Form 8-K dated December 8, 1999 reporting on acquisition of
Northwest Parks LLC and Subsidiaries, the 1:100 reverse stock
split and the change of the Company's name from Wincanton
Corporation to Parks America! Inc.
8
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereto
duly authorized.
PARKS AMERICA! INC.
/s/ Larry Eastland
-------------------------------
Larry Eastland, President and
Chief Executive Officer
April 20, 2000
/s/ Robert Klosterman
--------------------------------
Robert Klosterman, Chief Financial Officer
April 20, 2000
9
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 4,504
<SECURITIES> 0
<RECEIVABLES> 50,804
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 55,308
<PP&E> 78,690
<DEPRECIATION> 30,919
<TOTAL-ASSETS> 367,461
<CURRENT-LIABILITIES> 294,501
<BONDS> 0
0
0
<COMMON> 150
<OTHER-SE> 70,621
<TOTAL-LIABILITY-AND-EQUITY> 367,461
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 264,162
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 290
<INCOME-PRETAX> (264,452)
<INCOME-TAX> 0
<INCOME-CONTINUING> (264,452)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (264,452)
<EPS-BASIC> (.02)
<EPS-DILUTED> (.02)
</TABLE>
