UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10Q
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended SEPTEMBER 30, 1999
( ) Transition report pursuant of Section 13 or 15(d) of the Securities
Exchange Act of 1939 for the transition period ____ to______
COMMISSION FILE NUMBER 0-21322
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OUT TAKES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-4363944
- ---------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3811 Turtle Creek Blvd., Suite 350 Telephone 214-528-8200
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices, including Registrant's zip code
and telephone number)
NONE
- --------------------------------------------------------------
Former name, former address and former fiscal year, if changed
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 X No
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The number of shares of the registrant's common stock as of September 30, 1999:
35,000,000 shares.
Transitional Small Business Disclosure Format (check one): Yes No X
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TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
(a) Balance Sheet
(b) Statement of Operations
(c) Statement of Changes in Financial Position
(d) Statement of Shareholders' Equity
(e) Notes to Financial Statements
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Item 3. Risks
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults On Senior Securities
Item 4. Submission of Items to a Vote
Item 5. Other Information
Item 6
(a) Exhibits
(b) Reports on Form 8K
May 4, 1998
September 14, 1998
SIGNATURES
FINANCIAL DATA SCHEDULE
[CAPTION]
OUT TAKES, INC.
BALANCE SHEET
AS OF SEPTEMBER 30, 1999
AND MARCH 31, 1999
(unaudited)
September 30, March 31,
1999 1999
Assets
Current Assets
Cash and cash equivalents $-0- $1,356
Accounts receivable -0- -0-
Inventory -0- -0-
Prepaid expenses -0- -0-
Other current assets -0- 217,414
Total Current Assets -0- 218,770
Property, Plant and Equipment-net 220,736 248,965
Other Non-Current Assets
Goodwill 4,225,173 4,279,455
Deposits and advances 24,691 24,692
Total Assets $ 4,470,600 $4,771,882
Liabilities and Stockholders' Equity
Current Liabilitie
Bank overdraft $ 168 -0-
Accounts payable 6,352 4,600
Accrued expenses 287,614 -0-
Accrued interest 14,414 94,008
Accrued interest-related parties 132,792 -0-
Deferred income -0- 30,604
Short-term notes 584,835 250,278
Due to related parties 778,937 559,847
Total Current Liabilities 1,805,112 939,337
Long-Term Debt
Notes payable 4,000,000 4,951,400
Stockholders' Equity
Common stock, par value $0.01 per share,
35,000,000 shares authorized; 20,788,122
shares issued of which 292,396 are in
Treasury 207,882 207,882
Preferred stock, par value $0.01 per
share, 5,000,00 shares authorized;
none issued -0- -0-
Capital in excess of par 9,913,230 9,913,230
Retained earnings (11,347,218) (11,131,561)
(1,226,106) (1,010,449)
Treasury stock, at cost (108,406) (108,406)
Total Liabilities and
Stockholders' Equity $4,470,600 $4,771,882
[CAPTION]
OUT TAKES, INC.
CONSOLIDATED STATEMENT OF INCOME
AS OF SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998
(unaudited)
1999 1998
Revenues $13,875 $239,985
Cost of Revenues
Compensation and related benefits 7,500 58,305
Depreciation and amortization 13,750 9,585
Rent -0- 31,118
Other cost of revenues 280 115,209
Total Cost of Revenues 21,530 214,217
Gross Margin (7,655) 25,768
General and Administrative Expenses
Compensation and related benefits 7,500 28,724
Professional fees 7,280 56,771
Management fee-related party -0- 5,600
Rent of offices 7,428 10,506
Profit on disposal of plant
and equipment -0- -0-
Depreciation and amortization 27,141 6,525
Other general and administrative 19,239 26,802
68,588 134,928
Income (loss) from operations (76,243) (109,160)
Other Income (Expense)
Interest income -0- 18
Interest expense-related parties (21,142) (12,695)
Interest expense (2,099) (1,250)
Gain (loss)on sale of assets -0- (1,061)
(23,241) (14,988)
Provision for income taxes -0- -0-
Net Income (Loss) ($99,484) ($124,148)
Net Income (Loss) per share ($0.01) ($0.01)
Weighted average common
Shares outstanding 20,495,726 20,495,726
[CAPTION]
OUT TAKES, INC.
CONSOLIDATED STATEMENT OF INCOME
AS OF SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998
(unaudited)
Additional
Number of Paid-In
Shares Amount
Capital
Balance, June 30, 1999 20,788,122 $ 207,882 $9,913,230
Net loss for the three
Months ended September 30
1999 _________ _______ _________
Balance September 30, 1999 20,788,122 $ 207,882 $9,913,230
Accumulated Treasury
Deficit Stock Total
Balance, June 30, 1999 $(11,247,734) $(108,406) $(1,235,028)
Net loss for the three
Months ended September 30,
1999 (99,484) ______ (99,484)
Balance September 30, 1999 $(11,347,218) $(108,406) $(1,334,512)
[CAPTION]
OUT TAKES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
AS OF SEPTEMBER 30, 1999 AND 1998
(unaudited)
1999 1998
Cash Flows From
Operating Activities
Net Income (Loss) ($215,657)($194,615)
Noncash items included
In net income (loss)
Depreciation and amortization 81,782 91,159
Profit on disposal of
Plant and equipment -0- (18,939)
Management fee-related party -0- 7,800
Changes in:
Accounts receivable -0- (12,717)
Inventory -0- 3,496
Prepaid expenses -0- 7,516
Deposits and advances -0- (375)
Other current assets -0- (615)
Accounts payable 6,205 82,102
Accrued expenses 2,674 (102,160)
Accrued interest 2,608 36,556
Accrued interest-related party 51,589 -0-
Provision for studio closure -0- (31,878)
Deferred income (30,604) -0-
Royalties payable -0- 4,913
Compensation payable-related party 30,000 -0-
Net cash provided (used)
by operating activities (71,403) (127,757)
Cash Flows From
Investing Activities
Purchase of property, plant
and equipment 729 (3,177)
Disposal of property, plant
and equipment -0- 25,225
Net cash provided (used)
by investing activities 729 22,048
Cash Flows From
Financing Activities
Advances from related parties (351,614) -0-
Capital contributions -0- 46,921
Distributions paid -0- (9,887)
Payments to related parties 216,614 39,527
Proceeds from short-term debt -0- 25,000
Proceeds from long-term debt 205,000 -0-
Net cash provided (used)
By financing activities 70,000 101,561
Net increase in cash and
cash equivalents (674) (4,148)
Cash and cash equivalents-
beginning of period 506 23,044
Cash and cash equivalents-
end of period $(168) $18,896
[CAPTION]
OUT-TAKES INC.
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies
Basis of Presentation - The accompanying consolidated financial statements are
presented on an accrual basis. Revenues are recognized when merchandise is sold
and expenses are recognized when incurred.
Principals of Consolidation On August 31, 1998, Out-Takes, Inc. acquired all
of the issued and outstanding equity interests of Los Alamos Energy, LLC, a
California limited liability company (LAE). This acquisition has been accounted
for as an exchange between companies under common control. The investment has
been recorded at historical cost in a manner similar to a pooling of interest,
and the face value of the note given has been adjusted down to the net equity
value of LAE at the date of the exchange.
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary, Los Alamos Energy, LLC. All
significant inter-company transactions and balances have been eliminated in
consolidation.
Plant and Equipment and Depreciation - Plant and equipment as of March 31, 1999
consists primarily of generators, computers, furniture and fixtures, and they
are stated at cost. Depreciation is provided over the estimated useful asset
lives using the straight-line method over 5-7 years for all equipment and
furniture.
Stock Options - The difference between the fair market value and the exercise
price, if below fair market value, of a stock option granted under the Company's
Employee Stock Option Plan is charged to expense in the period in which the
option is granted. All transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair market value
of the equity instruments issued, whichever is more reliably measurable
Inventories - Inventories consisting principally of frames, bags, mattes,
chemicals, paper products and other supplies are priced at cost determined using
the FIFO method.
Cash and cash equivalents - The Company classifies all highly liquid debt
instruments, readily convertible to cash and purchased with a maturity of three
months or less at date of purchase, as cash equivalents. The Company had no cash
equivalents at March 31, 1999.
Risk concentrations - Financial instruments, which potentially subject the
Company to concentrations of credit risk, consist principally of cash. At March
31, 1999, the Company had no deposits in financial institutions which exceeded
the $100,000 federally insured limit. The excess of the institution's deposit
liability to the Company over the federally insured limit was therefore zero.
Company's primary customer is Pacific, Gas and Electric Company.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts. Accordingly, actual
amounts could differ from those estimates.
Advertising - Advertising costs are expensed as incurred. Advertising
expenditures for the year ended March 31, 1999 were $4,500.
Amortization of Goodwill
Cost of investments in purchased companies in excess of the underlying fair
value of net assets at dates of acquisition are recorded as goodwill and
amortized over 40 years on a straight-line basis.
Loss per share - The Financial Accounting Standards Board ("FASB") has issued
Statement of Financial Accounting Standard ("SFAS") No. 128, "Earnings Per
Share" which is effective for financial statements issued for periods ending
after December 15, 1997. Accordingly, earnings per share data in the financial
statements for the year ended March 31, 1998 has been calculated in accordance
with SFAS No. 128. Prior periods earnings per share data have been recalculated
as necessary to conform prior years data to SFAS No. 128. SFAS No. 128
supersedes Accounting Principles Board Opinion No. 15, "Earnings per Share" and
replaces its primary earnings per share with a new basic earnings per share
representing the amount of earnings for the period available to each share of
common stock outstanding during the reporting period. SFAS No. 128 also requires
a dual presentation of basic and diluted earnings per share in the face of the
statement of operations for all companies with complex capital structures.
Diluted earnings per share reflects the amount of earnings for the period
available to each share of common stock outstanding during the reporting
period, while giving effect to all dilutive potential common shares that were
outstanding during the period, such as common shares that could result from the
potential exercise or conversion of securities into common stock.
The computation of diluted earnings per share does not assume conversion,
exercise or contingent issuance of securities that would have an antidilutive
effect on earnings per share (i.e. increasing earnings per share or reducing
loss per share). The dilutive effect of outstanding options and warrants and
their equivalents are reflected in dilutive earnings per share by the
application of the treasury stock method which recognizes the use of proceeds
that could be obtained upon exercise of options and warrants in computing
diluted earnings per share. It assumes that any proceeds would be used to
purchase common stock at the average market price during the period. Options and
warrants will have a dilutive effect only when the average market price of the
common stock during the period exceeds the exercise price of the options or
warrants.
Potential common shares of 125,000 are not currently dilutive, but may be in the
future.
Deferred Taxes - There are no material differences between the accounting
methods used for financial and tax purposes. The Company has sustained losses in
recent years and has a large net operating loss carryforward. No deferred taxes
are reflected in these financial statements.
Note 2 - Plant and Equipment
March 31, 1999 March 31, 1998
The components of plant and equipment are:
Photographic Equipment $ - $ 620,750
Computers and Software 1,300 660,348
Equipment and Furniture 337,912 605,707
Leasehold Improvements - 609,494
Motor Vehicle 5,500 26,933
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Total - At Cost 344,712 2,523,232
Less: Accumulated Depreciation 95,747 2,050,384
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Net $ 248,965 $ 472,848
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Depreciation is provided over the estimated useful asset lives using the
straight-line method over five to seven years for all equipment and furniture.
Leasehold improvements are amortized on a straight-line basis over the shorter
of the useful life of the improvement or the term of the lease. Expenditures
for major renewals and betterments that extend the useful lives of property and
equipment are capitalized. Expenditures for maintenance and repairs are charged
to expense as incurred.
Note 3 - Related Party Transactions
The amount due to related party is unsecured and payable upon demand. Interest
expense is charge at a rate of 10% per annum. As of March 31, 1999, interest of
$93,008 was accrued.
Note 4 Commitments
The Company has an extended 12 month operating lease agreement for an office
facility.
Future minimum lease obligations as of March 31, 1999 are:
Year ended March 31
-------------------
2000 $ 10,200
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Total $ 10,200
=========
In the year to March 31, 1999, total rent expense was $116,884.
Note 5 - Income Taxes
As of March 31, 1999, the Company has a net operating loss carry forward of
approximately $11,411,016.
Note 6 - New Authoritative Pronouncements
The FASB has issued SFAS No. 130, "Reporting Comprehensive Income". SFAS No.
130 is effective for fiscal years beginning after December 15, 1997. Earlier
application is permitted. Reclassification of financial statements for earlier
periods provided for comparative purposes is required. SFAS No. 130 is not
expected to have a material impact on the Company.
The FASB has issued SFAS No. 131, "Disclosures About Segments of an Enterprise
and Related Information". SFAS No. 131 changes how operating segments are
reported in annual financial statements and requires the reporting of selected
information about operating segments in interim financial reports issued to
shareholders. SFAS No. 131 is effective for periods beginning after December 15,
1997 and comparative information for earlier years is to be restated. SFAS No.
131 need not be applied to interim financial statements in the initial year of
its application. SFAS No. 131 is not expected to have a material impact on the
Company.
Note 7 - Going Concern
The Company has been unsuccessful in generating net cash from operations. The
net cash used by the Company in operating activities in the year ended March 31,
1998 was $346,687. The Company incurred a net loss of $318,555 for the year
ended March 31, 1999 and has a working capital deficit as of March 31, 1999 of
$719,567.
The accompanying financial statements have been prepared on a going concern
basis which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. The continuation
of the Company as a going concern is dependent upon its ability to generate net
cash from operations. The Company's recurring operating losses and net working
capital deficiency raises substantial doubt about the entity's ability to
continue as a going concern. Management's plans include the continuing reduction
of expenses and expanding the activities of Los Alamos Energy to include direct
service of consumer electricity
The Company has, subsequent to March 31, 1999, during June, 1999, executed a
letter of intent with Coastal Resources Corporation, which, among other things,
provides for a merger to be effected pursuant to the provisions of a Share
Exchange Agreement to be entered into, and also providing for $300,000 in loans
to be made to Los Alamos Energy, LLC, a subsidiary of the Company.
The Company has also executed a letter of intent with Atlas Engineering, LLC to
the effect that the Company shall acquire Atlas Engineering, LLC pursuant to the
provisions of a Purchase Agreement to be entered into.
Management plans to expand its existing power plant to 4 or 5 Mega Watt, and to
actively pursue other power plant development and acquisitions.
Note 8 - Impairment of Long-Lived Assets
The Company had adopted Statement of Financial Accounting Standard ("SFAS") No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of. Long term assets of the Company are reviewed at
least annually as to whether their carrying value has become impaired,
pursuant to guidance established in Statement of Financial Standards ("SFAS")
No. 121. Management considers assets to be impaired if the carrying value
exceeds the future projected cash flows from related operations
(undiscounted and without interest charges). If impairment is deemed to
exist, the assets will be written down to fair value or projected discounted
cash flows from related operations. Management also re-evaluates the
periods of amortization to determine whether subsequent events and
circumstances warrant revised estimates of useful lives. As of March 31,
1999, management expects these assets to be fully recoverable.
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
THIS ANALYSIS CONTAINS FORWARD-LOOKING COMMENTS WHICH ARE BASED ON CURRENT
INFORMATION. ACTUAL RESULTS IN THE FUTURE MAY DIFFER MATERIALLY.
Results of Operations
Overview
Out-Takes, Inc., a corporation incorporated in Delaware on March 18, 1992 ("the
Company"), up until October 26, 1998, was engaged in the sale of photographic
portraits of children, adults and family groups. Until October 26, 1998,
the Company operated a retail photo studio, called Out-Takes(R), which
opened on May 24, 1993 and is located in MCA/ Universal's CityWalkSM
project in Los Angeles, California ("the CityWalk Studio"). The Company had a
second studio, which commenced operations on December 1, 1995, at the
Entertainment Center in the Bazaar at the Irvine Spectrum located in Irvine,
Orange County, California ("the Irvine Studio"). As a result of management's
continuing review of the poor performance of the Irvine Studio, management
decided to close the Irvine Studio. The Irvine Studio ceased operations on April
22, 1998. The CityWalk studio employs proprietary hardware and software
developed by, or specifically for, the Company which includes digital imaging
technology and automated motion control equipment to position the studio camera
and set subject lighting to the proper levels for each scene (collectively, the
"Proprietary System"). Using the Proprietary System, the Company is able to
place pictures it takes of its clients "into" still photographs prepared in
advance from movie scenes and other backgrounds licensed by the Company.
On or about August 31, 1998, the Company acquired all of the issued and
outstanding units of equity of Los Alamos Energy, LLC, which operates a 1 mega
watt power plant in Los Alamos, California, which produces electricity from
"waste gas," and shifted its business emphasis to that of electrical energy
provider.
On or about October 26, 1998, the Company leased its photo studio assets to
Colorvision International, Inc., completing the shift of its business focus to
the providing of electrical energy.
Los Alamos Energy was formed in June, 1996, for the purpose of becoming a
principal electricity provider in the State of California. With the acquisition
of Los Alamos Energy, the Company is engaged in a "niche" area of electricity
production from "waste gas," natural gas which is produced in conjunction with
oil production, but for which there is no market. Normally, waste gas is
flared, or burned. The procurement of waste gas provides an inexpensive source
of fuel for the Company's generators. The Company currently provides all of the
electrical energy to the unincorporated town of Los Alamos, California, through
Pacific Gas and Electric Company (PG&E), which is mandated by current law to
purchase all the electrical energy that the Company can produce.
On August 31, 1998, the Company entered into a Share Purchase Agreement (the
"Acquisition Agreement") whereby the Company acquired (the "Acquisition")
all of the issued and outstanding equity interests in Los Alamos Energy,
LLC, a California limited liability company ("LAE"). The purchase price to be
paid for the equity interests of LAE is Four Million Dollars ($4,000,000),
which was paid by Promissory Notes (the "Notes") to the holders of LAE
equity (the "Equity Holders") calling for interest on all outstanding
amounts to accrue at the rate of ten percent (10%) per annum. Payments of
principal and accrued interest under the Notes shall be made monthly in arrears
up to the maturity date, which is the fifth anniversary of the Notes. The
Notes may be prepaid at any time without premium or penalty.
The Acquisition Agreement provides that, in the event the Equity Holders
shall desire to do so, they may convert their indebtedness to common stock of
the Company representing in the aggregate ninety percent (90%) of the issued and
outstanding shares of such common stock as of the date of such conversion. The
Acquisition Agreement provides that it is a condition of the conversion that the
Company effect a reverse stock split of one (1) share for every one hundred
(100) shares issued and outstanding as of such date. LAE contemplates that a
significant number of persons currently holding promissory notes and/or working
interests in its electricity production (collectively, "Interest Holders") will
exercise their rights to convert such interests into the equity of LAE, and
subsequently to join in the conversion of the Notes into common stock of the
Company. Presently, management of LAE anticipates that, prior to the conversion
of the Notes and after giving effect to the contemplated reverse stock split,
the Company will issue approximately three million (3,000,000) additional shares
of common stock, and that subsequent to completing the conversion, the Equity
Holders and Interest Holders will own, in the aggregate, approximately two
million eight hundred eighty thousand (2,880,000) shares of the Company's common
stock, representing ninety percent (90%) of the total amount of common stock
estimated to be issued and outstanding as of the date such conversion rights are
exercised.
The indebtedness represented by the Notes is secured by (a) a Security
Agreement, granting a first lien and security interest upon all of the assets of
the Company; and (b) a pledge of the common stock of the Company held by Photo
Corporation Group Pty Limited, an Australian corporation, which is the
controlling stockholder of the Company. The stock pledge grants the Holders
specific rights under certain circumstances, including the right to receive
distributions made by the Company in respect of its common stock and the right
to vote the pledged shares, for so long as the Notes are in force.
The purchase price to be paid by the Company for all of the issued and
outstanding equity of LAE was negotiated based upon several factors, including,
without limitation, the asset value of LAE and its projected income from
operations based, in part, upon management's estimates of its natural gas
reserves and its current contracts.
Prior to the acquisition, Out Takes derived substantially all of its
revenue from a retail photographic studio, called OUT-TAKES , which opened on
May 24, 1993 and is located in MCA/Universal's City Walk project in Los
Angeles, California. LAE is engaged in the collection and distribution of
natural gas from properties owned or leased by it in the State of California,
and management of LAE intends to position LAE to become an important
independent power producer, and to benefit as a principal provider of
electricity to consumers in California and elsewhere as deregulation is
implemented. LAE will be operated as a wholly-owned subsidiary of the
Company.
The Company currently leases to a third party, Colorvision, an operating
photographic portrait studio, which was opened on May 24, 1993 at
MCA/Universal's CityWalkSM project in Los Angeles, California ("the
CityWalk Studio"). The Company opened a second studio on December 1, 1995
at the Entertainment Center in the Bazaar at the Irvine Spectrum located
in Irvine, Orange County, California ("the Irvine Studio"). The Irvine Studio
closed on April 22, 1998.
The Company continues to operate at a net loss. Management believes that the
leasing of its photography studio assets, which enabled it to cut down on
payroll and lease expenses, and the acquisition of Los Alamos Energy, which
generates revenues of approximately $20,000 per month from electrical power
sales will have a positive impact on the Company's operating results as no
further losses will be incurred by the photo studio operations. Studio.
Therefore, management expects to see that net losses will be discontinued in the
first quarter of the current fiscal year. The Company's short term objectives
are to increase the capacity of the Los Alamos power plant to 4mW, which will
improve the revenues from the power plant operations. However, this takes $1.2
to 1.5 million in equity capital to purchase new equipment. There can be no
assurance that the Company will succeed in raising this equity capital.
Results of Operations
Period ended September 30, 1999 Compared to September 30, 1998
The net loss for the period ended September 30, 1999 was $99,484 compared with
$134,928 for the period ended September 30, 1998. The primary reasons for the
decrease in the net loss were the elimination of expenses of the photo studio.
The Company overall generated $13,875 in revenues in the period ended September
30, 1999, compared to revenues of $239,985 in the fiscal year ended March
31, 1999. Management attributes this decline to the change in business
focus.
Liquidity and Capital Resources
At September 30, 1999, the Company had a working capital deficit of $1,805,112
as compared to a working capital deficit on September 30, 1999 of $720,567.
The increase of $1,084,545 is primarily attributable to the restructuring of
the Company's asset base with the change from photography studio to the power
generation business.
Net cash used in operating activities was $71,403 for the six months ended
September 30, 1999, compared to the utilization of $127,757 of cash for the same
period last year.
The Company does not anticipate that it will have any problems in meeting its
obligations for continuing fixed expenses, materials procurement or
operating labor.
Other Matters
The Company's securities are quoted on the OTC-Bulletin Board under the
trading symbol OUTTE. The NASD has recently added an "E" to the symbol, making
it "OUTTE," which indicates that it has been placed on the NASD OTC Bulletin
Board's eligibility list. In order to remain quoted on the NASD Bulletin Board,
the Company must comply with all of the reporting requirements of the Securities
and Exchange Act of 1933 by the eighth day of March, 2000. If the Company fails
to do this, it will no longer be quoted on the NASD OTC Bulletin Board. There
can be no assurance that the Company will continue to be quoted on the NASD OTC
Bulletin Board.
PART II. OTHER INFORMATION
Item 1. Legal proceedings NONE
Item 2. Changes in securities and use of proceeds NONE
Item 3. Defaults on senior securities NONE
Item 4. Submission of items to a vote NONE
Item 5. Other information NONE
Item 6.
a) Exhibits NONE
b) Reports on 8K
Current Report on Form 8-K dated April 27, 1998
Current Report on Form 8-K dated May 13, 1998
Current Report on Form 8-K dated October 28, 1998
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Out-Takes, Inc.
Dated: March 7, 2000 By: /s/ James Harvey
---------------------------
James Harvey, President
Secretary and Chief Finanal Officer
[TYPE]EX-27
<SEQUENCE>2
[DESCRIPTION]FINANCIAL DATA SCHEDULE
[ARTICLE] 5
[MULTIPLIER] 1
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] MAR-31-1999
[PERIOD-START] MAR-31-1999
[PERIOD-END] SEP-30-1999
[CASH] 0
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS]
0
[PP&E]
0
[DEPRECIATION] 0
[TOTAL-ASSETS] 4,470,600
[CURRENT-LIABILITIES] 1,805,112
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 207,882
[OTHER-SE] (1,226,106)
[TOTAL-LIABILITY-AND-EQUITY] 4,470,600
[SALES] 13,875
[TOTAL-REVENUES] 13,875
[CGS] 21,530
[TOTAL-COSTS] 21,530
[OTHER-EXPENSES] 68,588
[LOSS-PROVISION] (76,243)
[INTEREST-EXPENSE] ( 2,099)
[INCOME-PRETAX] (99,484)
[INCOME-TAX] 0
[INCOME-CONTINUING] (99,484)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (99,484)
[EPS-BASIC] (.01)
[EPS-DILUTED] (.00)
