UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
-------- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
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 33-853963
THREE-L ENTERPRISES, INC.
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Exact Name of Registrant as Specified in its Charter
Delaware 72-1265159
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State or Other Jurisdiction of IRS Employer Identification
Incorporation or Organization Number
1109 Andrews, Metairie, Louisiana 70005
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(Address of principal executive offices) (Zip Code)
(504) 831-8760
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Registrant's Telephone Number, Including Area Code
N/A
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(Former Name, Former Address and Formal Fiscal Year, if Changed
Since Last Report.)
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
------- -------
The number of shares outstanding of each of the issuer's classes of common
shares, as of the latest practicable date:
$.0001 Par Value Outstanding at August 30, 1995
Common Shares 44,000
--------------------- --------------------
Class of Securities Outstanding Securities
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THREE-L ENTERPRISES, INC.
(A Development Stage Company)
INDEX
Page
----
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets
March 31, 1995 and December 31, 1994 1
Condensed Statements of Operations
for the period from March 18, 1994
(inception) to March 31, 1995, and
the three months ended March 31, 1995
and the period from March 18, 1994
(inception) to March 31, 1994. 2
Statement of Stockholders' Equity
for the period from March 18, 1994
(inception) to March 31, 1995 3
Condensed Statements of Cash Flows
for the period from March 18, 1994
(inception) to March 31, 1995, and
the three months ended March 31, 1995
and the period from March 18, 1994
(inception) to March 31, 1994. 4
Notes to Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 6
Part II. OTHER INFORMATION 7
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<PAGE>
THREE-L ENTERPRISES, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEET
(Unaudited)
March 31, December 31,
1995 1994
_________ _________
ASSETS
CURRENT ASSETS:
Cash $ 2,628 $ 8,147
OTHER ASSETS:
Deferred offering costs 18,262 11,796
---------- ----------
$ 20,890 $ 19,943
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,382 $ -
---------- ----------
STOCKHOLDERS' EQUITY:
Preferred stock, $.0001 par
value; 25,000,000 shares
authorized; none issued - -
Common stock, $.0001 par
value; 100,000,000 shares
authorized; 44,000 issued
and outstanding 4 4
Additional paid-in capital 20,621 20,621
(Deficit) accumulated during
the development stage (2,117) (682)
---------- ----------
Total stockholders' equity 18,508 19,943
---------- ----------
$ 20,890 $ 19,943
========== ==========
Note: The balance sheet at December 31, 1994, has been taken from the audited
financial statements at that date and condensed.
-1-
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<PAGE>
THREE-L ENTERPRISES, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
March 18, March 18,
1994 1994
Three Months (Inception) (Inception)
Ended to to
March 31, March 31, March 31,
1995 1994 1995
________ ________ ________
REVENUES $ - $ - $ -
---------- ---------- --------
EXPENSES:
General and administrative 1,435 - 2,117
---------- ---------- --------
NET (LOSS) $ (1,435) $ - $ (2,117)
----------- ---------- --------
NET (LOSS) PER SHARE OF
COMMON STOCK $ (.03) $ -
=========== ==========
Weighted average number
of common shares outstanding 44,000 -
=========== ==========
-2-
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<PAGE>
THREE-L ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Period March 18, 1994 (Inception)
To March 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
(Deficit)
Accumulated
Additional During The
Common Stock Paid-In Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
Balances, March 18, 1994
(inception) - $ - $ - $ -
Issuance of common stock
for cash, $.46875 per
share 44,000 4 20,621 -
Net (loss) for period
March 18, 1994
(inception) to
December 31, 1994 - - - (682)
-------- -------- -------- ---------
Balances, December 31,
1994 44,000 4 20,621 (682)
Net (loss) for the period - - - (1,435)
-------- -------- -------- ---------
Balances, March 31, 1995 44,000 $ 4 $ 20,621 $ (2,117)
======== ======== ======== =========
</TABLE>
-3-
_______________________________________________________________________________
<PAGE>
THREE-L ENTERPRISES, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
March 18, March 18,
1994 1994
Three Months (Inception) (Inception)
Ended to to
March 31, March 31, March 31,
1995 1994 1995
__________ _________ __________
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (loss) $ (1,435) $ - $ (2,117)
-------- -------- ---------
Net cash (used) by
operating activities (1,435) - (2,117)
-------- -------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES: - - -
-------- -------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from sale of
common stock - - 20,625
Deferred offering costs (4,084) - (15,880)
-------- -------- ---------
Net cash provided (used)
by financing activities (4,084) - 4,745
-------- -------- ---------
NET INCREASE (DECREASE) IN
CASH (5,519) - 2,628
CASH, beginning of period 8,147 - -
-------- -------- ---------
CASH, end of period $ 2,628 $ - $ 2,628
======== ======== =========
-4-
_______________________________________________________________________________
<PAGE>
THREE-L ENTERPRISES, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. CONDENSED FINANCIAL STATEMENTS
The condensed balance sheet as of March 31, 1995, and the condensed
statements of operations and cash flows for the three months ended March
31, 1995, and the period March 18, 1994 (inception), to March 31, 1995,
have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results
of operations and cash flows at March 31, 1995, and for all periods
presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the December 31,
1994 financial statements and notes thereto included in the Company's
Prospectus dated April 13, 1995. The results of operations for the period
ended March 31, 1995 are not necessarily indicative of the operating
results for the full year.
2. INITIAL PUBLIC OFFERING
In April 1995, the Company completed an initial public offering of 32,381
shares of $.0001 par value common stock, through an underwriter on a "firm
commitment" basis at $5.25 per share. The offering, which was made under
Rule 419 of Regulation C, requires that the proceeds, less certain
allowable deductions and all the securities purchased by investors, be
placed into an escrow account until the offering has been reconfirmed by
the Company's shareholders and the Company becomes a party to a merger or
acquisition with another business in accordance with the provisions of Rule
419. In the event an acquisition is not consummated within 18 months of
the effective date of this offering, which was April 13, 1995, the proceeds
held in escrow will be returned to all investors.
The Company paid the underwriter a commission of 10% of the gross proceeds
of the offering. In addition, the Company issued the underwriter warrants
to purchase 3,238 shares of common stock, which will be exercisable for a
period of four years, commencing one year from the date of closing, which
was April 13, 1995, at an exercise price of $6.30 per share, subject to
adjustment in certain events. The shares underlying the warrants are
subject to piggybank registration rights, expiring seven years after the
effective date of the offering.
-5-
_______________________________________________________________________________
<PAGE>
THREE-L ENTERPRISES, INC.
(A Development Stage Company)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Company had cash of $2,628 and minimal working capital at March 31, 1995,
and cash of $8,147 at December 31, 1994.
Results of Operations
For the period from March 18, 1994 (inception) to March 31, 1995, the Company
was inactive. The Company is in the development stage and its activities
through March 31, 1995 consisted primarily of efforts to complete the public
offering and pursue a merger.
The Company's limited expenditures consist of minimal operating expenses and
deferred offering costs. Management expects the Company will continue to incur
losses until such time as a merger or acquisition candidate is identified and
a merger or acquisition is completed.
Management does not expect inflation or changing prices to have any effect on
the Company's financial condition.
-6-
_______________________________________________________________________________
<PAGE>
THREE-L ENTERPRISES, INC.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
NONE.
ITEM 2. CHANGES IN SECURITIES
NONE.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE.
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.
NONE.
ITEM 5. OTHER INFORMATION.
NONE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
FORM 8-K REGARDING LETTER OF INTENT TO MERGE WITH VALUE TEL, INC.
FILED JUNE 17, 1995. LETTER OF INTENT HAS SUBSEQUENTLY BEEN
WITHDRAWN.
-7-
_______________________________________________________________________________
<PAGE>
SIGNATURES
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 hereunto duly authorized.
THREE-L ENTERPRISES, INC.
Date: October 13, 1995 By: /s/ HERMAN K. WATSKY, PRESIDENT
-------------------------------
Herman K. Watsky, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 2,628
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,628
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 20,890
<CURRENT-LIABILITIES> 2,382
<BONDS> 0
0
0
<COMMON> 4
<OTHER-SE> 18,504
<TOTAL-LIABILITY-AND-EQUITY> 20,890
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,435
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,435)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,435)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,435)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
