-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HwBZ4jk/MKZqMV1t5K7Zr+bbNdOmqm19Ruhy90MbYhOWWiZRJdYFCkEGmnbHlt9f 7sYvqgugc30GrPLeeHlP1g== 0001013799-96-000020.txt : 19960820 0001013799-96-000020.hdr.sgml : 19960820 ACCESSION NUMBER: 0001013799-96-000020 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960819 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEEE GROUP CORP CENTRAL INDEX KEY: 0001003739 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-27256 FILM NUMBER: 96617844 BUSINESS ADDRESS: STREET 1: 51 HUDSON POINT LANE CITY: OSSINING STATE: NY ZIP: 10562 BUSINESS PHONE: 9149412863 10QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 1996 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 0-27256 CEEE GROUP CORPORATION (Exact name of small business issuer as specified in its charter) Colorado 13-3858917 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2200 Corporate Boulevard, Suite 317, Boca Raton, Florida 33431 (Address of principal executive offices) Registrant's telephone no., including area code: (407) 995-2190 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 X No APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Class Outstanding as of August 14, 1996 Common Stock, $.001 par value 8,500,033 TABLE OF CONTENTS Heading Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements . . . . . . . . . . . . . 1 Balance Sheets -- June 30, 1996 and December 31, 1995. . . . . . . . . . . . . . . . . . . . . 2 Statements of Operations -- three months and six months ended June 30, 1996 and 1995, and from inception on October 27, 1939 through June 30, 1995. . . . . . . . . . 3 Statements of Stockholders' Equity (Deficit). . . 4 Statements of Cash Flows -- three months and six months ended June 30, 1996 and 1995, and from inception on October 27, 1939 through June 30, 1995 . . . . . . . . . . 7 Notes to Consolidated Financial Statements . . . 8 Item 2. Management's Discussion and Analysis and Results of Operations. . . . . . . . . . . . . 10 PART II. OTHER INFORMATION Item 1. Legal Proceedings. . . . . . . . . . . . . . . 11 Item 2. Changes In Securities. . . . . . . . . . . . . 11 Item 3. Defaults Upon Senior Securities. . . . . . . . 11 Item 4. Submission of Matters to a Vote of Securities Holders. . . . . . . . . . . . . 11 Item 5. Other Information. . . . . . . . . . . . . . . 11 Item 6. Exhibits and Reports on Form 8-K . . . . . . . 11 Signatures. . . . . . . . . . . . . . . . . . . . 12 -i- PART I Item 1. Financial Statements The following unaudited Financial Statements for the period ended June 30, 1996, have been prepared by CEEE Group Corporation (the "Company"). CEEE GROUP CORPORATION FINANCIAL STATEMENTS June 30, 1996 and December 31, 1995 CEEE GROUP CORPORATION (A Development Stage Company) Balance Sheets ASSETS December 31, June 30, 1995 1996 (Unaudited) CURRENT ASSETS Cash $ - $ - Total Current Assets - - TOTAL ASSETS $ - $ - LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ - $ 5,294 Total Current Liabilities - 5,294 STOCKHOLDERS' EQUITY DEFICIT Stock authorized 100,000,000 shares at $0.001 par value; 1,500,033 shares issued and outstanding 1,500 1,500 Additional paid-in capital 483,519 484,392 Deficit accumulated during the development stage (485,019) (491,186) Total Stockholders' Equity (Deficit) - (5,294) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ - $ - CEEE GROUP CORPORATION (A Development Stage Company) Statements of Operations (Unaudited) From Inception on October 27, For the Six Months For the Three Months 1939 Through Ended June 30, Ended June 30, June 30, 1995 1996 1995 1996 1996 REVENUES $ - $ - $ - $ - $ - EXPENSES 7,150 6,167 - 5,294 13,317 LOSS FROM DISCONTINUED OPERATIONS - - - - 477,869 NET (LOSS) $ (7,150) $ (6,167) $ - $(5,294) $(491,186) NET INCOME (LOSS) $ (0.00) $ (0.00) $(0.00) $ (0.00) PER SHARE CEEE GROUP CORPORATION (A Development Stage Company) Statements of Stockholders' Equity (Deficit) Deficit Accumulated Additional During the Common Stock Paid-in Development Shares Amount Capital Stage Inception, October 27, 1939 - $ - $ - $ - Common stock issued for Gold Hill Mine lease at $0.55 per share (Note 3) 790,762 791 394,581 - Common stock issued to officers, directors and others at $0.11 per share 709,271 709 78,788 - Expenses paid on behalf of the Company by an officer - - 3,000 - Net loss from inception on October 27, 1939 through December 31, 1985 - - - (82,497) Balance, December 31, 1985 1,500,033 1,500 476,369 (82,497) Net loss for the year ended December 31, 1986 - - - (395,372) Balance, December 31, 1986 1,500,033 1,500 476,369 (477,869) Net loss for the year ended December 31, 1987 - - - - Balance, December 31, 1987 1,500,033 1,500 476,369 (477,869) Net loss for the year ended December 31, 1988 - - - - Balance, December 31, 1988 1,500,033 1,500 476,369 (477,869) Net loss for the year ended December 31, 1989 - - - - Balance, December 31, 1989 1,500,033 $ 1,500 $476,369 $ (477,869) CEEE GROUP CORPORATION (A Development Stage Company) Statements of Stockholders' Equity (Deficit) (Continued) Deficit Accumulated Additional During the Common Stock Paid-in Development Shares Amount Capital Stage Balance, December 31, 1989 1,500,033 $ 1,500 $476,369 $ (477,869) Net loss for the year ended December 31, 1990 - - - - Balance, December 31, 1990 1,500,033 1,500 476,369 (477,869) Net loss for the year ended December 31, 1991 - - - - Balance, December 31, 1991 1,500,033 1,500 476,369 (477,869) Net loss for the year ended December 31, 1992 - - - - Balance, December 31, 1992 1,500,033 1,500 476,369 (477,869) Net loss for the year ended December 31, 1993 - - - - Balance, December 31, 1993 1,500,033 1,500 476,369 (477,869) Net loss for the year ended December 31, 1994 - - - - Balance, December 31, 1994 1,500,033 1,500 476,369 (477,869) Expenses paid on the Company's behalf by a shareholder - - 7,150 - Net loss for the year ended December 31, 1995 - - - (7,150) Balance, December 31, 1995 1,500,033 $ 1,500 $483,519 $ (485,019) CEEE GROUP CORPORATION (A Development Stage Company) Statements of Stockholders' Equity (Deficit) (Continued) Deficit Accumulated Additional During the Common Stock Paid-in Development Shares Amount Capital Stage Balance, December 31, 1995 1,500,033 $ 1,500 $ 483,519 $ (485,019) Expenses paid on the Company's behalf by a shareholder (Unaudited) - - 873 - Net loss for the six months ended June 30, 1996 (Unaudited) - - - (6,167) Balance, June 30, 1996 (Unaudited) 1,500,033 $ 1,500 $ 484,392 $(491,186) CEEE GROUP CORPORATION (A Development Stage Company) Statements of Cash Flows (Unaudited) From Inception on October 27, For the Six Months For the Three Months 1939 Through Ended June 30, Ended June 30, June 30, 1995 1996 1995 1996 1996 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) from operations $ (7,150) $ (6,167) $ - $ (5,294) $ (491,186) Adjustment to reconcile loss to net cash used by operating activities: Expenses paid on the Company's behalf by a shareholder 7,150 873 - 873 8,023 Common stock issued for mining claims and services - - - - 477,869 Increase in accounts payable - 5,294 - 4,421 5,294 Net Cash Used by Operating Activities - - - - - CASH FLOWS FROM INVESTING ACTIVITIES - - - - - CASH FLOWS FROM FINANCING ACTIVITIES - - - - - INCREASE IN CASH - - - - - CASH AT BEGINNING OF PERIOD - - - - - CASH AT END OF PERIOD $ - $ - $ - $ - $ - Supplemental Cash Flows Information: Interest $ - $ - $ - $ - $ - Income taxes $ - $ - $ - $ - $ - Non Cash Transactions: Common stock issued for mining claims and services $ - $ - $ - $ - $ 477,869 CEEE GROUP CORPORATION (A Development Stage Company) Notes to the Financial Statements December 31, 1995 and June 30, 1996 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Organization The financial statements presented are those of CEEE Group Corporation (the Company). The Company was incorporated under the laws of the State of Colorado on October 27, 1939 as Pacific Gold, Inc. The Company was organized to explore, develop, mine and mill gold and silver deposits of ore. The Company conducted limited mining activities until its operations ceased. The Company has been seeking new business opportunities believed to hold a potential for profit. The Company is considered a development stage company as defined in SFAS No. 7. b. Accounting Method The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a calendar year end. c. Cash and Cash Equivalents Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition. d. Loss Per Share The computations of loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. e. Provision for Taxes At June 30, 1996, the Company has net operating loss carryforwards totaling approximately $15,000 that may be offset against future taxable income through the year 2011. No tax benefit has been reported in the financial statements, as the Company believes there is a 50% or greater chance the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount. f. Additional Accounting Policies Additional accounting policies will be adopted at such time as the Company commences planned principal operations. g. Reverse Stock Split On June 6, 1986 the Company's common stock was reverse split on a one share for five shares basis. The articles of incorporation were amended to change the par value of the common stock from $0.01 to $0.001. The changes have been reflected in the financial statements on a retroactive basis. CEEE GROUP CORPORATION (A Development Stage Company) Notes to the Financial Statements December 31, 1995 and June 30, 1996 (Continued) NOTE 2 - GOING CONCERN The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has little cash and has experienced losses from inception. Without realization of additional adequate financing, it would be unlikely for the Company to pursue and realize its objectives. The Company intends to seek a merger with an existing, operating company. In the interim, shareholders of the Company have committed to meeting the Company's operating expenses. NOTE 3 - GOLD HILL MINE LEASE On June 8, 1982, the Company leased 18 unpatented mining claims in the Lemhi Mining District of Idaho. The lease was acquired for 395,372 shares of the Company's common stock. In December of 1986, the Company determined the mining claims to have no value and they were written-off, accordingly. NOTE 4 - SUBSEQUENT EVENTS On July 16, 1996 the Company entered into an Exchange of Stock Agreement and Plan of Reorganization (the Plan). Under the terms of the Plan the Company will acquire all of the shares of Atlantic International Capital,Ltd. (a Delaware corporation) in exchange for 7,000,000 shares of its common stock. The Company then intends to amend its articles of incorporation to change its name to Atlantic International Entertainment, Ltd. and to increase its authorized to 110,000,000 shares. The Company will then issue an additional 18,183,759 shares in connection with the Plan. After which, all of the shares then outstanding will be reverse split on a 1 share for 3 shares basis. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Due to the Company's status as a development stage company, as of June 30, 1996, it had no assets or capital and has had no operations or revenues since approximately 1987. During the three month and six month periods ended June 30, 1996, the Company had expenses of $5,294 and $6,167, respectively, primarily attributed to expenses and professional fees related to the Company's registration statement. During the six month period ended June 30, 1995, the Company had expenses of $7,500 attributed to legal and accounting expenses. During the Company's most recent history, it has required only nominal capital to maintain its corporate viability and has relied upon the Company's officers, directors and shareholders for funding. In the opinion of management, inflation has not had a material effect on the operations of the Company. Plan of Operation Recent Developments On July 16, 1996, the Company entered into an Exchange of Stock Agreement and Plan of Reorganization (the "Stock Exchange Agreement") with Atlantic International Capital Ltd., a Delaware corporation ("Atlantic") and the shareholders of Atlantic. In connection with the Stock Exchange Agreement, the Company acquired all of the issued and outstanding shares of Atlantic and the former shareholders of Atlantic received an aggregate of 7,000,000 shares of the Company's authorized but previously unissued common stock. Pursuant to the Stock Exchange Agreement, the former shareholders of Atlantic will receive an additional 18,183,759 shares of the Company's common stock following an amendment to the Company's Certificate of Incorporation to, among other things, increase the number of authorized shares. Following the execution of the Share Exchange Agreement and the subsequent issuance of the additional shares of the Company's common stock, the former shareholders of Atlantic will own approximately 94% of the Company's issued and outstanding shares of common stock. In connection with the execution of the Share Exchange Agreement, all of the Company's former directors resigned and Richard A. Iamunno, Norman J. Hoskin and Steven D. Brown were elected as new directors of the Company. Prior to the Company's acquisition of Atlantic, it had been engaged in the business of seeking out and investigating possible business opportunities with the intent to acquire or merge with one or more business ventures. Following the effectiveness of the Stock Exchange Agreement, the Company became engaged in the business endeavors of Atlantic. Atlantic develops and markets products and services which are offered and operated via the Internet and World Wide Web. Atlantic's operations are focussed on two major industries which include Internet and World Wide Web gaming transactions and the international distribution of medical products and equipment. During the next twelve months, Atlantic plans to begin operating a virtual casino and sports book on the Internet. Gaming activities will me offered only in those jurisdictions where they are legally permitted. Atlantic is also developing an international distribution network for medical testing devices which will be offered globally via the World Wide Web. PART II Item 1. Legal Proceedings There are presently no material pending legal proceedings to which the Company is a party or to which any of its property is subject and, to the best of its knowledge, no such actions against the Company are contemplated or threatened. Item 2. Changes In Securities This Item is not applicable to the Company. Item 3. Defaults Upon Senior Securities This Item is not applicable to the Company. Item 4. Submission of Matters to a Vote of Security Holders This Item is not applicable to the Company. Item 5. Other Information This Item is not applicable to the Company. Item 6. Exhibits and Reports on Form 8-K (b) Reports on Form 8-K The Company filed with the Commission on July 31, 1996, a report on Form 8-K reporting the acquisition of Atlantic International Capital, Ltd. pursuant to that certain Exchange of Stock Agreement and Plan of Reorganization, and the resulting change in control. No report on Form 8-K was filed by the Company during the three month period ended June 30, 1996. SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CEEE GROUP CORPORATION Date: August 19, 1996 By /S/ Richard A. Iamunno (Signature) Richard A. Iamunno, President and Chief Executive Officer Date: August 19, 1996 By /S/ Norman J. Hoskin (Signature) Norman J. Hoskin, Treasurer (Principal Financial and Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----