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Previous: NABISCO GROUP HOLDINGS CORP, 10-Q, EX-27, 2000-11-14 |
Next: GRAND SLAM TREASURES INC, 10-Q, EX-27.1, 2000-11-14 |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2000
Commission File No. 0-23712
---------
GRAND SLAM TREASURES, INC.
-------------------------------
Nevada 91-1395124
------------------------ -------------------------------
State of Incorporation IRS Employer Identification No.
222 E. State Street
Eagle, Idaho 83616
----------------------------------------
Address of Principal Executive Offices
Registrant's Telephone Number: (208) 342-8888
Indicate by check mark whether the registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (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 ninety (90) days. X YES NO
---- -----
As of September 30, 2000, there were 17,603,588 shares of the issuer's
Common Stock, $.0001 par value, outstanding
<PAGE>
GRAND SLAM TREASURES, INC.
(Formerly Northwest Parks LLC)
(A Development Stage Company)
Balance Sheet at September 30, 2000 and June 30, 2000
<TABLE>
ASSETS
9/30/00 6/30/00
--------- ----------
<S> <C> <C>
Current Assets:
Cash $ 3,322 $ 2,682
Accounts Receivable - affiliate 24,450 24,450
Inventory - sports memorabilia 225,000 225,000
Prepaid expenses 1,552,500 2,070,000
Total current assets ------------ ------------
1,805,272 2,322,132
------------ ------------
Property and Equipment, at cost
Furniture, fixtures and equipment 81,547 81,547
Less: Accumulated Depreciation and amortization (40,222) (36,418)
------------ ------------
Net property and equipment 41,325 45,129
------------ ------------
Other Assets:
Deposits 34,170 34,170
Capitalized project development costs 93,323 93,323
Investment in treasure 2,984,250 2,984,250
Intangibles, net of accumulated amortization 514,680 523,555
------------ ------------
Total other assets 3,626,423 3,635,298
------------ ------------
TOTAL ASSETS $ 5,473,020 $ 6,002,559
------------ ------------
LIABILITIES & MEMBER INTERESTS
Current Liabilites:
Loans payable - related parties $ 117,367 53,030
Accounts payable 65,707 72,535
Deficit in investment in affiliate 228,463 212,764
------------ ------------
Total Current Liabilities 411,537 338,329
------------ ------------
Stockholders' Equity
Common stock - $.0001 par value per share
100,000,000 shares authorized, 17,603,588
and 17,551,088 shares respectively,issued and
outstanding 1,760 1,755
Additional paid-in capital 9,795,439 9,726,538
Losses accumulated during development stage (4,735,716) (4,064,063)
------------ ------------
Total stockholders' equity 5,061,483 5,664,230
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,473,020 $ 6,002,559
------------ ------------
</TABLE>
See Notes to Financial Statements
2
<PAGE>
GRAND SLAM TREASURES, INC.
(Formerly Northwest Parks LLC)
(A Development Stage Company)
Consolidated Statements of Operations
For the Three Months Ended September 30, 2000 and 1999
<TABLE>
Cumulative
From
Inception to
2000 1999 30-Sep-00
------ ------ -------------
<S> <C> <C> <C>
REVENUE
Gain on sale of land $ - $ - 379,857
- -
Gain on transfer of interest in equity investee
- - 50,082
Miscellaneous
4,500 - 9,062
---------- ---------- ------------
Total revenue 4,500 0 439,001
---------- ---------- ------------
EXPENSES
Research and marketing 517,500 0
2,642,436
General and administrative 143,953 144,686
1,815,219
Interest 0 0
485,646
Loss on sale of land 0 0 117,265
---------- ---------- ------------
Total Expenses 661,453 144,686 5,060,566
---------- ---------- ------------
NET (LOSS) BEFORE
INTEREST IN LOSS OF EQUITY INVESTEE (656,953) (144,686) (4,621,565)
INTEREST IN (LOSS) OF EQUITY INVESTEE (14,700) 0 (114,151)
---------- ---------- ------------
NET INCOME (LOSS) $ (671,653) $ (144,686) $ (4,735,716)
---------- ---------- ------------
NET LOSS PER SHARE OF
COMMON STOCK - BASIC AND DILUTED $ (0.04) N/A N/A
---------- ---------- ------------
WEIGHTED AVERAGE SHARES OUTSTANDING 17,571,857 N/A N/A
------------ ---------- ------------
</TABLE>
See Notes to Financial Statements
3
<PAGE>
GRAND SLAM TREASURES, INC.
(Formerly Northwest Parks LLC)
(A Development Stage Company)
Consolidated Statements of Cash Flows
For the Three Months Ended September 30, 2000 and 1999
<TABLE>
Cumulative
From
Inception to
2000 1999 30-Sep-00
------ ------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (Loss) $ (671,653) $ (144,686) $ (4,735,716)
Adjustments to reconcile net income (Loss)
to net cash used by operating activities
Loss on sale of property and equipment 0 0
6,712
Amortization of prepaid expenses 517,500 0
517,500
Common stock issued for operating costs 68,906 0
2,573,038
Gain on sale of , net 0 0 (262,592)
Depreciation and amortization 12,679 3,804
83,300
Building transferred in settlement of an operating lease 0 0
92,250
Write-off of abandoned development costs 0 0
64,158
Rent cancellation upon acquisition of LLC and joint Venture 0 0
50,526
Abandoned land options 0 0
91,000
Gain on sale of interest in equity investee 0 0 (50,082)
Interest in loss of equity investee 14,700 (16,004) 114,151
(Decrease) increase in accounts payable (6,829) 21,202 137,748
Decrease in accrued interest 0 0 110,750
----------- ----------- -------------
Net cash used by operating activities (64,697) (135,684) (1,207,257)
----------- ----------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Loan to equity investee 0 0 (24,450)
Purchase of land and buildings 0 0 (1,011,216)
Purchase of property and equipment 0 (5,354) (95,611)
Increase in deposits, net 0 0 (35,170)
Payment for capitalized project development costs 0 (6,141) (109,721)
Loans to members 0 (17,500) (287,542)
Repayment of members' loans 0 1,267 287,542
Payment from equity investee for construction fee 1,000 180,793 181,993
Proceeds from sale of land 0 0 1,391,935
Proceeds from sale of property and equipment 0 0 5,243
Purchase of other assets 0 0 (245)
Payment for land options 0 (11,000) (91,000)
----------- ----------- -------------
Net cash provided by investing activities 1,000 142,065 211,758
----------- ----------- -------------
</TABLE>
See Notes to Financial Statements
4
<PAGE>
GRAND SLAM TREASURES, INC.
(Formerly Northwest Parks LLC)
(A Development Stage Company)
Consolidated Statements of Cash Flows
For the Three Months Ended September 30, 2000 and 1999
<TABLE>
Cumulative
From
Inception to
2000 1999 30-Sep-00
------ ------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from equity investee 0 0 26,596
Proceeds from minority interest investment 0 0 145,000
Loans from members and related parties 64,337 (79,683) 746,576
Repayment of loans from members and related parties 0 0 (629,209)
Proceeds from sale of common stock 0 0 100,000
Proceeds from notes payable 0 0 350,000
Repayment of notes payable 0 0 (350,000)
Contribution to members' equity 0 45,717 609,858
---------- ------------- ------------
Net cash provided (used) by financing activities 64,337 (33,966) 998,821
---------- ------------- ------------
NET INCREASE (DECREASE) IN CASH 640 (27,585) 3,322
CASH AT BEGINNING OF PERIOD 2,682 60,266 -
---------- ------------- ------------
CASH AT END OF PERIOD $ 3,322 $ 32,681 $ 3,322
---------- ------------- ------------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest $ - 377,896 -
---------- ------------- ------------
NONCASH INVESTING AND FINANCING ACTIVITIES
Capital contributions
1,938,250 shares of common stock issued for
services, inventory and treasure
68,906 - 6,605,421
552,071 shares of common stock issued for $100,000
cash and intellectual property rights
- - 1,904,645
Exchange of capital for a 30.75% interest in equity investee
- - 50,000
Exchange of capital for a 4.25% minority interest in
equity investee
- - 145,000
Land
300,000
16.67% interest in a limited liability company
36,986
Capitalized development costs by members of LLC,
included as part of fair value of LLC
- - 48,014
83.33% interest in an LLC and a 25% interest in a
joint venture in which the LLC was a 75% joint
venturer for 12.25% interest in the Company
- - 97,275
Interest due to a member exchanged for a 15% interest
in the equity investee
- - (110,750)
Exchange of land for a 25% interest in an equity investee
- - 67,958
---------- ------------- ------------
Total $ 68,906 $ - $ 9,144,549
---------- ------------- ------------
</TABLE>
See Notes to Financial Statements
5
<PAGE>
GRAND SLAM TREASURES, INC.
(Formerly Northwest Parks LLC)
(A Development Stage Company)
Consolidated Statements of Members'
Capital (Deficiency) and Stockholders' Equity
For the Three Months Ended September 30, 2000
<TABLE>
Losses
Accumulated
Common Stock Additional During
Paid-in Development
Shares Amount Capital Stage
----------- ----------- --------------- ----------------
<S> <C> <C> <C> <C>
Stockholders' equity, June 30, 2000
17,551,088 $ 1,755 $9,726,538 $ (4,064,063)
Shares issued for services
Net loss for the period ended
52,500 5 68,901 -
September 30, 2000 - - - (671,653)
-------------- ---------- ------------ ---------------
Stockholders' equity, Sept. 30,2000
17,603,588 $ 1,760 $9,795,439 $ (4,735,716)
-------------- ---------- ------------ ---------------
</TABLE>
See Notes to Financial Statements
6
<PAGE>
GRAND SLAM TREASURES, INC.
(Formerly Northwest Parks LLC)
(A Development Stage Company)
Notes to Financial Statements
September 30, 2000 and 1999
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
disclosures 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 most recent
audited financial statements filed by the Company on Form 10-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 ended September 30, 2000, 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).
3. COMMON STOCK
On August 25, 2000, the Company issued 52,500 shares of its common stock
valued at $68,906, based upon the quoted market price, discounted for
restriction, of the Company's stock on that date, for payment of services. The
entire amount was expensed.
7
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MATERIAL CHANGES IN RESULTS OF OPERATIONS
Three Months Ended September 30
Revenues increased $4,500 from $0 for the three months ended September 30,
2000 as compared to the corresponding period of the prior year. This increase
was attributed to rental income. The primary activity of the Company was the
acquisition, consolidation, and development of product for sale.
Research and marketing expenses increased by $517,500 for the three months
ended September 30, 2000, as compared to $0 in the corresponding period of the
prior year. This increase resulted from the demands of a public company for
research, marketing, promotion, public relations and various consultations that
were not present in the corresponding period a year ago.
General and administrative expenses decreased by $733 or 0.5% to $143,953
for the three months ended September 30, 2000 from $144,686 for the
corresponding period of the prior year.
As a result of the foregoing, the Company's net loss before its share of
the loss of an equity investee, increased by $512,267 or 354% to $656,953 for
the three months ended September 30, 2000 from $144,686 for the corresponding
period of the prior year.
The interest in the loss of an equity investee (investment in Crossroads
Convenience Center) amounted to $14,700 for the three months ended September 30,
2000, as compared to the corresponding period of the prior year which was
estimated at $0. The center opened in mid-August, 1999.
As a result of the foregoing, the Company's net loss increased by $526,967
or 364% to $671,653 for the three months ended September 30, 2000 from $144,686
for the corresponding period of the prior year.
CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
For the past months, the Company has funded its operating losses and capital
requirements through the issue or sale of stock and loans from its shareholders.
As of September 30, 2000, the Company had a cash balance of $3,322 and a working
capital surplus of $1,393,735. This compares with cash of $32,681 and a working
capital deficit of $185,303 for the corresponding period of the prior year.
Net cash used in operating activities decreased to $64,697 from $139,123
for the three months ended September 30, 2000 and 1999, respectively. This
decrease in cash used in operations resulted from decreased salaries by officers
that was partially offset by increased audit and legal fees.
Cash flows provided from investing activities for the three months ended
September 30, 2000 decreased to $1,000 from $142,065 for the corresponding
period of the prior year. This change was due primarily to the payment of
construction fees in the prior year that was negligible in the current year.
Net cash provided by financing activities increased to $64,337 from $30,527
used by financing activities for the corresponding period of the prior year.
This increase is attributable to net loans from members and related parties to
the Company.
The Company has experienced significant operating losses throughout its
history, and the continued development of its business will require substantial
funds. Therefore, the Company's ability to survive is dependent upon its ability
to raise capital through the issuance of stock or the 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.
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 5 OTHER INFORMATION
On November 7, 2000, the Company executed a Stock Purchase Agreement for
the acquisition of all of the issued and outstanding shares of Last
Communications Co. Ltd. and Kimvision Tek Co., Ltd.
Last Communication is Korea's largest special events promotion company.
Providing complete management services of events, be they large international
conventions or small local meetings. For such invents, Last Communications
directs all event management, including website production, brochures,
collateral material printing, advertising, promotion, and audio visual
materials.
Kimvision Tek Co. Ltd. is an Internet-based music portal in Asia. The music
portal, www.soundsky.com offers services such as free MP3 downloads from artist
all over the world, and forums for music fans. The company plans to become an
Internet-based independent recording company. The company currently has over
7000 songs by over 1000 artists from more than 50 countries. The company
anticipates adding an additional 15,000 songs during the next year.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a Exhibits
27.1 Financial Data Schedule
b Reports on Form 8-K.
None.
9
<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.
GRAND SLAM TREASURES, INC.
/s/ Larry Eastland
------------------------------------
Larry Eastland, Chairman and
Chief Financial Officer
/s/ Robert Klosterman
------------------------------------
Robert Klosterman, President and
Chief Executive Officer
Date:November 14, 2000
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