SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission File Number 33-39263-NY
March 31, 1995
CABARET ROYALE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2993070
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10723 COMPOSITE DRIVE
DALLAS, TEXAS 75220
(214) 350-2161
(Principal Executive Offices)
-----------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
COMMON STOCK, PAR VALUE $0.001 7,348,574 SHARES
- ------------------------------ ----------------
Class Outstanding at March 31, 1995
<PAGE>
CABARET ROYALE CORPORATION
FORM 10-QSB/A
INDEX
Page
----
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Condensed Balance Sheets -
March 31, 1995 and December 31, 1994 3
Consolidated Condensed Statements of Operations -
Three Months Ended March 31, 1995 and 1994 5
Consolidated Condensed Statement of Changes in
Stockholders' Equity - Three Months Ended
March 31, 1995 6
Consolidated Condensed Statements of Cash Flows -
Three Months Ended March 31, 1995 and 1994 7
Notes to Consolidated Condensed Financial Statements 8
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 12
PART II - OTHER INFORMATION AND SIGNATURES
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Signatures
-2-
<PAGE>
CABARET ROYALE CORPORATION
FORM 10-QSB/A
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Consolidated Condensed Balance Sheets
March 31, 1995 and December 31, 1994
ASSETS
MARCH DECEMBER 31,
1995 1994
(Unaudited)
<TABLE>
<CAPTION>
Current assets:
<S> <C> <C>
Cash and cash equivalents $ (25,527) $ --
Federal Income Tax Refund 3,409
Accounts receivable:
Affiliates 132,301 131,809
Employees 1,165
Prepaid Insurance, Auto 1,207
Total current assets 109,145 135,218
----------- -----------
Property and equipment:
Land and improvements 770 770,948
Building and improvements 3,738,394 3,738,394
Furniture and equipment 1,373,766 1,381,005
----------- -----------
5,890,347
Less accumulated depreciation (1,726,380) (1,669,212)
----------- -----------
Net Property and equipment 4,156,72 4,221,135
Other assets, net of accumulated
amortization of $22,726 12,288 18,644
----------- -----------
$ 4,278,162 $ 4,374,997
=========== ===========
</TABLE>
-3-
<PAGE>
CABARET ROYALE CORPORATION
Consolidated Condensed Balance Sheet (Cont.)
March 31, 1995 and December 31, 1994
LIABILITIES AND STOCKHOLDERS' EQUIT
MARCH DECEMBER 31,
1995 1994
(Unaudited)
Current liabilities:
Bank Overdraft $ 69,412
Accounts payable 143,592 $ 121,684
Accrued expenses:
Interest payable 270,459 214,535
Other accrued expenses 189,215 87,298
Federal Income taxes payable (3,409)
Bridge Financing Notes payable 2,835,010 2,835,000
Other Notes Payable 80,585 79,634
Current Portion of Long term debt and
Capital Lease Obligation 63,541 67,490
Total current liabilities 3,475,053
Net liabilities of CAT Entertainment,
A discontinued operation -- 3,793,409
----------- ----------
Notes payable and capital lease obligations,
net of current portion 1,413,063 1,434,849
----------- ----------
Stockholders' equity:
Common stock; $.001 par; 60,000,000
shares authorized, 7,298,854 outstanding 7,299 7,299
Additional paid-in capital 08,572 5,308,572
Retained earnings (deficit) 9,644,185 9,644,185
Year-to-Date Net Income 3,614,420 --
Total stockholders' equity (deficit) (713,893) (4,328,314)
----------- ----------
$ 4,278,162 $4,374,997
=========== ==========
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
CABARET ROYALE CORPORATION
Consolidated Condensed Statements of Operations
Three months ended
March 31,
------------------
1995 1994
---- ----
(Unaudited) (Unaudited)
Revenues:
Rental income 127,942 $ 224,491
Franchise Fees 30,934
Operating sales 259,517
----------- -----------
158,875 484,008
----------- -----------
Operating costs and expenses:
Cost of sales -- 71,354
Operating expenses 197,106 461,450
General and administrative expenses -- 308,429
Depreciation and amortization 67,774 283,767
----------- -----------
264,880 1,125,000
----------- -----------
Operating income (loss) (106,004) (640,992)
----------- -----------
Other income (expenses):
Interest income 676
Miscellaneous Income 1,719
Gain on sale of Fixed Assets 11,151
Interest/debt conversion expenses (94,928) (154,578)
----------- -----------
(82,058) (153,902)
----------- -----------
Income (loss) before provision
for income taxes (188,062) (794,894)
Discontunued Operation Gain on Disposal of CAT 3,802,482
Provision (benefit) for income taxes (Note 6) _________ (10,985)
-----------
Net income (loss) $ 3,614,420 $ (783,909)
=========== ===========
Income (loss) per share (Note 3) $ (.49) $ (.14)
=========== ===========
Weighted average shares outstanding (Note 3) 7,348,574 5,796,977
=========== ===========
See accompanying notes to consolidated condensed financial statements.
-5-
<PAGE>
CABARET ROYALE CORPORATION
Consolidated Condensed Statements of Changes in Stockholders' Equity
March 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Common stock
------------
Number Additional Total
of paid-in Retained stockholders'
shares Amount capital earnings equity
------ ------ ------- -------- ------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994 7,348,574 $7,299 $5,308,572 $(9,644,185) $(4,328,314)
Net income (loss) -- -- -- 3,614,420 3,614,420
--------- ------ ---------- ----------- -----------
Balance at March 31, 1995 7,348,574 $7,299 $5,308,572 $(6,029,765) $ (713,894)
========= ====== ========== =========== ===========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
-6-
<PAGE>
CABARET ROYALE CORPORATION
Consolidated Condensed Statements of Cash Flows
Three months ended
March 31,
------------------
1995 1994
---- ----
(Unaudited)
<TABLE>
<CAPTION>
Cash flows from operating activities:
<S> <C> <C>
Net income (loss) $ (188,062) $ (783,909)
Non cash revenues, expenses, gains and
losses included in net income (loss):
Debt conversion expense -- 75,000
Depreciation and amortization 67,775 283,767
Gain on sale of fixed assets (11,151) --
Changes in assets and liabilities:
Accounts receivable 16,879 (118,280)
Inventory -- (25,287)
Other assets -- (73,689)
Prepaid expenses 603 --
Accounts payable 21,908 465,168
Accrued expenses 101,916 231,54
Interest payable 55,923 --
Other Notes payable 961 --
Federal income taxes payable (10,985)
----------- -----------
Net cash provided by operating activities 66,752 43,333
----------- -----------
Gain from discontinued operations 3,802,482 --
Net adjustments to reconcile gain from
discontinued operations to cash received
from discontinued operations: (3,811,945) --
Net cash used in discontinued operations (9,463) --
Net cash used in investing activities:
Purchase of leasehold improvements -- (2,341,423)
Payment of rent arrearage -- (141,000)
Net cash used in investing activities -- (2,482,423)
-----------
Net cash provided by (used in) financing activities:
Payment of mortgages and notes payable -- (29,302)
Proceeds from bridge loan -- 2,655,000
Payment on long term debt (13,405) --
Net cash provided by (used in) financing activities 13,405 2,625,698
----------- -----------
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------
1995 1994
---- ----
(Unaudited)
Net increase (decrease) in cash
<S> <C> <C>
and cash equivalents 43,884 186,608
Cash and cash equivalents - beginning of period (69,412) 39,319
-------- ------
Cash and cash equivalents - end of period $(25,527) 225,927
======== =======
Supplemental information:
Interest paid $39,005 $ 40,049
====== ==========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
-8-
<PAGE>
CABARET ROYALE CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The consolidated condensed financial statements included herein have
been prepared by the Company and are unaudited. Certain information and footnote
disclosures normally include in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted.
Management believes the disclosures are adequate to prevent the financial
information from being misleading and believes all adjustments deemed necessary
for a fair presentation of the consolidated financial position and operating
results for the interim period have been reflected. Consolidated operating
results through March 31, 1995, are not necessarily indicative of operating
results for the year ending December 31, 1995.
While the Company believes that the disclosures presented are adequate
to make the information not misleading, it is suggested that these condensed
financial statements be read in conjunction with the annual report on Form
10-KSB filed with the Securities and Exchange Commission on May 6, 1994.
The December 31, 1993 Consolidated Condensed Balance Sheet and related
notes thereto were derived from the December 31, 1993 audited Balance Sheet and
Notes to the financial statements. On February 16, 1994 (except for note 8 to
those financial statements which is as of April 15, 1994), the Company's
auditors issued an unqualified opinion including certain explanatory and
emphasis paragraphs on the fairness of those financial statements.
2. ORGANIZATION AND BUSINESS OPERATIONS
On September 30, 1993, Walhill Partners, Ltd. (Walhill) was acquired by
Exceptional Enterprises Inc. (Exceptional). After the acquisition, Exceptional
changed its name to Cabaret Royale Corporation (the Company). Walhill was
originally formed for the purpose of owning a restaurant, bar and cabaret club
in Dallas, Texas. Exceptional had been an inactive company whose stock was
registered under the Securities Exchange Act of 1933.
The acquisition of Walhill by Exceptional was accounted for as a
reverse acquisition. Under the reverse acquisition, Walhill was effectively the
acquiror of Exceptional. Therefore, the accompanying consolidated financial
statements are those of Walhill for all periods presented, adjusted to reflect
the reverse acquisition. As part of that adjustment, partners' net capital in
Walhill was allocated between common stock, additional paid-in-capital and
retained earnings.
During 1993 and 1994, the Company's operations consisted of leasing the
Dallas facility to an affiliated company, operating under the name of Cabaret
Royale. On February 24, 1994, the Company acquired the outstanding common stock
of an entity which owned leasehold improvements in a leased facility in New York
City. The acquisition was made through a wholly owned subsidiary of the Company.
On March 14, 1994, the facility opened and began operating as a restaurant, bar
and cabaret .
-9-
<PAGE>
CABARET ROYALE CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
Organization and business operations (cont.)
During the first quarter of 1994, the Company issued an aggregate of
$2,655,000 in 8% convertible subordinated notes. Proceeds from the notes were
partially used for improvements in the New York facility.
On December 23, 1995, the Company sold its major asset, the
restaurant/bar/nightclub facility located at 10723 Composite Drive, Dallas,
Texas, to AAI Investments, Inc., a Florida corporation. The Company's other
assets, including a franchise operation in Mexico City, Mexico were unaffected.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of Cabaret Royale Corporation and its wholly owned
subsidiary. Intercompany accounts and transactions have been eliminated in
consolidation.
PROPERTY, EQUIPMENT, DEPRECIATION AN AMORTIZATION - Property and
equipment are stated at cost. Depreciation and amortization are computed over
the estimated useful lives of the assets, primarily on a straight-line basis for
financial statement purposes, as follows:
Years
-----
Building and improvements 31.5
Furniture and equipment 5-7
OTHER ASSETS - Other assets are stated at cost and consist primarily of
deferred costs, loan origination fees, deposits and goodwill. Deferred costs
include costs related to site selections for future facilities. Costs related to
abandoned future facilities and general facility selection costs which cannot be
identified with specific locations are charged to operations.
Loan origination fees of $190,000 related to the issuance of $2,655,000
in convertible subordinated notes, are being amortized on the straight line
basis between April 1, 1994 and August 31, 1994, the maturity date of the notes.
Goodwill represents the aggregate excess of the cost of companies
acquired over the fair value of their net assets at dates of acquisition and is
being amortized on the straight line method over two years from the date of
acquisition. Amortization expense charged to operations for the three month
period ended March 31, 1994 and 1993 was $79,348 and -0-, respectively.
INCOME TAXES - Concurrent with the acquisition by Exceptional, the
Company adopted Statement of Financial Accounting Standards No. 109 (SFAS 109),
"Accounting for Income Taxes." SFAS 109 requires an asset and liability approach
to financial accounting for income taxes. In the event differences between the
financial reporting basis and the tax basis of the Company's assets and
liabilities result in deferred tax assets, SFAS 109 requires an evaluation of
the probability of being able to realize the future benefits indicated by such
assets. A valuation allowance is provided for a portion or all of the deferred
tax assets when there is an uncertainty regarding the Company's ability to
recognize the benefits of the assets in future years.
-10-
<PAGE>
CABARET ROYALE CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
Pro forma income taxes assume SFAS 109 was adopted as of January 1,
1993 and that the Company operated as a taxable corporation for all periods
represented (See Note 6).
INCOME (LOSS) PER SHARE - Income (loss) per share are computed by
dividing the net income (loss) by the weighted average number of common shares
outstanding, plus common stock equivalents. Common stock equivalents represent
warrants with an exercise price below fair market value for any of the years
presented (see Note 7). The income (loss) per share calculations were made as
though the Exceptional acquisition took place on January 1, 1993.
4. CONVERTIBLE DEBT
During the first quarter of 1994, the Company borrowed an aggregate
$2,655,000 on 8% convertible subordinated notes. The notes and related accrued
interest are payable on August 31, 1994. Each note is convertible, at the option
of the holder, into Class A common stock at the price then offered by the
Company in any private or public offering. In connection with the issuance of
the convertible subordinated notes, the Company issued 2,655,000 warrants to
purchase Class A common stock, exercisable at $2.50 per share. The warrants
provide that if the related note is not repaid by May 31, 1994, the number of
shares subject to warrants doubles. The warrants further provide that if the
related note is not repaid by July 31, 1994, the exercise price decreases to
$1.25 a share. The warrants expire three years from the date of issuance.
5. COMMON STOCK WARRANTS
At March 31, 1994, the Company had 5,455,000 common stock warrants
outstanding. Each warrant is currently exercisable for one share of Class A
common stock at prices ranging between $1.00 and $2.50 a share. The warrants
expire between February 1996 and July 1998.
6. INCOME TAXES
Prior to September 30, 1993 and the acquisition by Exceptional, the
Company was organized as a limited partnership. As a limited partnership, income
and losses were reported in the income tax returns of the individual partners.
Accordingly, no provision was made for income taxes related to partnership
operations.
Pro forma income taxes give effect to corporate taxes as though the
Company were taxed as a corporation under the provisions of SFAS 109 during all
operating periods reflected.
-11-
<PAGE>
CABARET ROYALE CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
7. NEW YORK ACQUISITION
On February 24, 1994, the Company acquired the outstanding common stock
of an entity which owned leasehold improvements, furniture, fixtures and
equipment in a leased facility in New York City. As consideration for the
acquisition, the Company issued 2,400,000 shares of Class A common stock, valued
at $3,000,000, and 1,000,000 warrants to purchase Class A common stock at $2.50
a share and 1,000,000 warrants to purchase Class A common stock at $5.00 a
share. The warrants are subject, under certain circumstances, to adjustments
corresponding to those in the convertible note warrants described above. The
warrants expire two years from the date of issuance.
The following sets forth assets acquired and liabilities assumed in the
acquisition:
Assets:
Inventory $ 3,879
Property and equipment 3,493,647
Goodwill 4,933,860
Other assets 308,194
----------
$8,739,580
==========
Liabilities:
Accounts payable $ 724,651
Notes payable 5,014,929
----------
5,739,580
Common stock 3,000,000
----------
$8,739,580
==========
8. COMMITMENTS AND CONTINGENCIES
An affiliate of the Company, which was the former lessee of the Dallas
facility, is the defendant in a lawsuit filed in Federal district court by the
U.S. Department of Labor. The lawsuit claims certain independent contractors
were employees of such affiliate, rather than independent contractors. The
lawsuit was vigorously defended by such affiliate; however, the defense was
unsuccesful.. Further, the Internal Revenue Service (IRS) informed such
affiliate that, if the lawsuit was successful, the IRS will pursue a claim for
payroll tax arrearage. Although the Company is not a party to the above
mentioned lawsuit, the results of the suit could negatively impact the
operations of the Dallas facility and the collectibility of related rental
income.
9. SUBSEQUENT EVENTS
On April 15, 1994, the Company entered into an agreement wherein the
February 24, 1994 acquisition of the New York City facility (see Note 5) can be
rescinded by the seller within a 90-day period. If rescinded, in addition to
other consideration to the Company, the Company would be refunded approximately
$2,000,000 which could be used to repay outstanding debt.
-12-
<PAGE>
10. NON CASH INVESTING AND FINANCING ACTIVITIES
On February 24, 1994, the Company made a non-cash acquisition of a
company which held a lease and owned leasehold improvements in a New York City
facility. The Company issued as consideration for the acquisition, 2,400,000
shares of Class A common stock and 2,000,000 warrants to purchase Class A common
stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
Introduction
------------
During 1994, the primary effort of the Company will be to bring to full
operational status the New York City facility, the newly franchised Mexico City
facility, and the evaluation of other expansion facilities and related business
opportunities. The acquisition of the New York City facility occurred on
February 24, 1994 and began operations on March 14, 1994. Substantial
advertising costs were incurred during the first several weeks of operations,
the benefit of which should be evident in succeeding quarters of 1994. The
Company is streamlining operations of the New York City facility to conform to
operating policies and procedures currently in use at the Dallas facility, with
the objective of reducing operating costs. The New York facility was placed in
bankruptcy in January 1995 and was administered as a "no-asset" Chapter 7
bankruptcy.
Results of operations
---------------------
The following table sets forth the percentages which the items in the
statements of operations bear to revenues for each period presented:
Period ended
March 31,
1994 1995
---- ----
Revenues:
Rental income 46.4% 81.0%
Mexico Franchise Fees -- 19.0%
Operating sales 53.6 --
----- ------
100.0 100.0%
Operating costs and expenses:
Cost of sales 14.7 --
Operating expenses 95.3 124.7
General and administrative
expenses 63.7 --
Depreciation and amortization 58.6 42.0
----- ------
Operating income (loss) (132.3) (66.7)
Other Income(expense)
Interest income .1 --
Interest expense -- (59.8)
Other income -- 8.1
Other income(expense) -- (51.7)
----- ------
Interest/debt conversion
expenses (31.9) --
Income (loss) before provision
for income taxes (164.1) --
Provision (benefit) for income taxes (note 6) 2.3 --
----- ------
Net Income (Loss) from continuing Operations (118.4)
----- ------
Gain on Disposal of CAT -- 2393.4
Net Income (Loss) from Discontinued
Operations -- 2392.4
Net Income (Loss) (161.8)% 2275.0%
===== ======
-13-
<PAGE>
March 31, 1994 Compared To March 31, 1993
-----------------------------------------
Revenues
--------
Rent income from the Dallas facility for the three months ended March
31, 1994 increased $8,670, or 4.0%, compared with the same period for the three
months ended March 31, 1993. This increase was due primarily to an improved
Dallas economy. The New York City facility, after opening on March 14, 1994, has
generated operating sales of $259,517.
Cost of sales
-------------
Cost of sales were the result of newly opened operations of the New
York City facility.
Operating expenses
------------------
Operating expenses consist of salaries, payroll taxes, supplies,
utilities, advertising and other expenses associated with the opening and
operation of the New York City facility.
General and administrative expenses
-----------------------------------
General and administrative expenses increased $301,291, or 422.1%, due
primarily to an increase in corporate executive salaries and the cost of
professional services, in part related to the acquisition of the New York City
facility.
Depreciation and amortization
-----------------------------
The increase in depreciation and amortization expense of $226,987, or
399.8%, was due primarily to the transfer of assets from the previous operating
company of the Dallas facility to the Company in partial settlement of an
outstanding receivable from that operating company at December 31, 1992. The
property and equipment transferred had a net book value totaling $695,674 and
included equipment under capital leases. In association with that transfer, the
Company assumed capital lease obligations and a note payable totaling $159,482
and $18,755, respectively. Amortization of goodwill associated with the
acquisition of the New York City facility also contributed to the increase.
-14-
<PAGE>
Interest income
---------------
Interest income arising from a receivable from the previous operating
company of the Dallas facility decreased $5,933, or 89.9%, as a result of that
company's insolvency.
Interest/debt conversion expenses
---------------------------------
Interest/debt conversion expenses increased $101,777, or 192.8%, due to
the assumption of additional liabilities associated with the transfer of assets
from the previous operating company of the Dallas facility. In addition, stock
warrants were issued as an inducement for a creditor of the Company to convert
certain debt into shares of Class A common stock of the Company.
Provision (benefit) for income taxes
------------------------------------
A tax benefit of $10,985 relates to net operating losses carried back
to taxes incurred in the last quarter of 1993. Prior to the Exceptional
acquisition, income or losses of Walhill were reported in the income tax returns
of the individual partners. Accordingly, no provision was made for income taxes
relating to those operations.
Net income (loss)
-----------------
The March 31, 1994 net loss of $659,009, a decrease in net income of
$764,720, was due primarily to the acquisition and start up of the New York City
facility.
Liquidity and capital resources
-------------------------------
The Company has operated with a working capital deficiency during the
first quarter of the year but continues to have positive cash flows and does not
anticipate any problems meeting current liabilities.
The Company will continue to move forward with plans to open other
facilities in other cities and will be seeking to raise capital to finance any
such expansion. The acquisition of the New York City facility was accomplished
through issuance of shares of Class A common stock and warrants to purchase
Class A common stock, in exchange for the stock of the entity owning the New
York City facility. The Company loaned $2,000,000 which was used by that entity
for renovations to the New York City facility. Funds for the renovation loan
came from borrowings of $2,655,000 by 8% convertible subordinated notes of the
Company. Those notes will either be converted to Class A common stock of the
Company or refinanced before the maturity date of August 31, 1994.
On April 15, 1994, the Company entered into an agreement with the
previous owner of the entity owning the New York City facility to allow him to
repurchase such entity. That agreement requires payment of $2,000,000 in cash,
less some expenses paid directly on behalf of the Company, and the return of the
2,400,000 shares of Class A common stock of the Company and 2,000,000 warrants
to purchase Class A common stock of the Company issued in the original
acquisition agreement. If the repurchase is not completed, the Company will
continue to own and operate the New York City facility.
-15-
<PAGE>
A franchised Mexico City facility had a soft opening on May 17, 1994
and opened for regular business on May 23, 1994. The first year franchise fees
will be 5% of gross revenues and subsequent years will be a variable percentage,
not less than 5% of gross revenues.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits - None
(b) Form 8-K's filed:
January 27, 1994 Related to the acquisition
of CAT Entertainment Corp.
(the New York City
facility), the amendment of
certificate of
incorporation to increase
authorized stock and divide
such into classes and
resignation of Joanne
Bertolini as a director.
-16-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereupon duly authorized.
CABARET ROYALE CORPORATION
March 31, 1995
/s/ Salah Izzedin
--------------------------
Salah Izzedin
Chief Executive Officer,
Chairman of the Board
of Directors, and President
-17-
