-----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, BlLSeAiIh19Jmm10TbiffNGQir+PwtjtW69WkMlPDr1pMwWwvlof5/SxYZG53BkC wkj8hZdXeK/kYfA9oJMvCA== 0000949353-96-000025.txt : 19961121 0000949353-96-000025.hdr.sgml : 19961121 ACCESSION NUMBER: 0000949353-96-000025 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961119 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLASSIC RESTAURANTS INTERNATIONAL INC /CO/ CENTRAL INDEX KEY: 0000861058 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841122431 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-28704 FILM NUMBER: 96669278 BUSINESS ADDRESS: STREET 1: 3091 GOVERNORS LAKE DR BLDG 100 STE 500 CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 7707299010 FORMER COMPANY: FORMER CONFORMED NAME: CLASSIC RESTAURANTS INC/CO DATE OF NAME CHANGE: 19960604 FORMER COMPANY: FORMER CONFORMED NAME: CASINOS INTERNATIONAL INC/CO DATE OF NAME CHANGE: 19960604 FORMER COMPANY: FORMER CONFORMED NAME: REGIONAL EQUITIES CORP DATE OF NAME CHANGE: 19930328 10QSB 1 FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [x] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 1996 [ ] TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to __________________ Commission file number 0-28704 CLASSIC RESTAURANTS INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) COLORADO 84-1122431 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 3500 PARKWAY LANE, SUITE 435, NORCROSS, GEORGIA 30092 (Address of principal executive offices) (770)729-9010 (Issuer's telephone number) NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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______ State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date: 3,028,592 SHARES OF CLASS A COMMON STOCK, NO PAR VALUE 200,000 SHARES OF CLASS B COMMON STOCK, NO PAR VALUE AS OF SEPTEMBER 30, 1996 Transitional Small Business Disclosure Format (check one): Yes_____ No ___X__ Exhibit index on page _______ Page 1 of ____ pages CLASSIC RESTAURANTS INTERNATIONAL, INC. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements Balance Sheet - September 30, 1996 (unaudited) 3 Statement of Operations - for the three months ended September 30, 1996 (unaudited) 4 Statement of Cash Flows - for the three months ended September 30, 1996 (unaudited) 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II. OTHER INFORMATION 7 CLASSIC RESTAURANTS INTERNATIONAL INC BALANCE SHEET SEPTEMBER 30, 1996 (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 16,148 Accounts receivable - net oF ALLOWANCE 1,196 Inventory 17,627 Due from affiliates 56,388 Prepaid expenses and other CURRENT ASSETS 14,258 -------------- Total current assets 105,617 -------------- PROPERTY AND EQUIPMENT: Furniture and equipment 281,521 Leasehold improvements 519,946 Vehicles 6,228 -------------- Total property and equipmENT 807,695 Accumulated depreciation (361,182) -------------- 446,513 -------------- OTHER ASSETS: Deposits 38,939 Organization costs, net of ACCUMULATED amortization of $7,777 22,223 -------------- 61,162 -------------- TOTAL ASSETS $ 613,292 ============== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable $ 256,185 Accrued expenses 35,838 Taxes (other than income) pAYABLE 49,634 Due to stockholder 472,642 Other current liabilities 127,137 -------------- Total current liabilities 941,436 -------------- NOTES AND LOANS PAYABLE 338,448 STOCKHOLDERS' DEFICIT: Common stock, Class A, no par value, 1,800,000,000 shares authoRIZED, 3,028,592 shares issued and outstanding 2,583,157 Common stock, Class B, no par value, 200,000,000 shares authorized, 200,000 share issued and OUTSTANDING 200 Accumulated deficit (3,249,949) -------------- Total stockholders' deficit (666,592) -------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 613,292 ============== The accompanying notes are an integral part of this statement. 3 CLASSIC RESTAURANTS INTERNATIONAL INC INCOME STATEMENT FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED) Net sales $ 411,874 Operating expenses: Operating and maintenance 373,965 General and administrative 250,632 Depreciation and amortization 35,891 -------------- Total operating expenses 660,488 -------------- Loss from operations (248,614) Other income (expense): Other income 7,000 Interest income 209 Interest expense (6,226) -------------- 983 -------------- $ (247,631) ============== Per share information: Weighted average shares outstanding 3,021,925 ============== Net loss per share ($0.08) ============== The accompanying notes are an integral part of this statement. 4 CLASSIC RESTAURANTS INTERNATIONAL INC Statement of Cash Flows For The Three Months Ended September 30, 1996 (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (247,631) Adjustments to reconcile net earnings to net cash provided by (used in) operating activities - Depreciation and amortization 35,891 Net changes in assets and liabilities - Decrease in accounts receivable 2,489 Increase in inventory (1,547) Increase in prepaid expenses (313) Increase in accounts payable 69,091 Decrease in accrued expenses (115,181) Increase in taxes payable 49,634 Increase in other current liabilities 39,635 -------------- Total adjustments 79,699 -------------- Net cash used in operating activities (167,932) -------------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (4,859) -------------- Net cash used by investing activities (4,859) -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Advances to affiliates (4,300) Payment of deposits (1,521) Advances from stockholders 152,001 Net proceeds from issuance of common stock 20,000 -------------- Net cash provided by financing activities 166,180 -------------- NET INCREASE IN CASH AND CASH EQUIVALENTS (6,611) CASH AND CASH EQUIVALENTS, beginning of period 22,759 -------------- CASH AND CASH EQUIVALENTS, end of period $ 16,148 ============== The accompanying notes are an integral part of this statement. 5 CLASSIC RESTAURANTS INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1996 (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and Item 310(b) of Regulation SB. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the financial statements of the Company as of June 30, 1996 and for the three months then ended, including notes thereto included in the Company's Form 10-KSB. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION LIQUIDITY AND CAPITAL RESOURCES At September 30, 1996 and June 30, 1996, the Company had working capital deficiencies of $835,819 and $976,147, respectively. Currently liabilities were $941,436 and $1,084,704 on September 30, 1996 and June 30, 1996, respectively. Currently, the Company is dependent upon advances from shareholders and the sale of stock to meet its financing needs. There is no guaranty that the Company will be unable to obtain additional financing from these sources. Subsequent to September 30, 1996, the Company completed a private placement of stock for gross proceeds of $500,000. RESULTS OF OPERATIONS The financial statements of the Company as of September 30, 1996, are not comparable to the Company's financial statements on September 30, 1995. The financial statements dated September 30, 1996, are those of its operating wholly-owned subsidiary, Classic Restaurants International, Inc., a Florida corporation, while the financial statements dated September 30, 1995 were those of what was formerly known as Casinos International, Inc. and its wholly-owned subsidiary, Great American Casinos, Inc. For the three months ended September 30, 1996, the Company had net sales of $411,874 and operating expenses of $660,488, resulting in a loss from operations of $248,614 and a net loss of $247,631. The quarter ended September 30, 1996 traditionally has been the Company's worst operating quarter. The Company's restaurants are located in Florida and the business tends to be seasonal, with the best performance during the winter months. In contrast, net sales for the six months ended June 30, 1996 were $1,372,352. 6 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. Not Applicable ITEM 2. CHANGES IN SECURITIES. Not Applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not Applicable ITEM 5. OTHER INFORMATION. Not Applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A) EXHIBITS
REGULATION SEQUENTIAL S-B NUMBER EXHIBIT PAGE NUMBER 2 PLAN OF PURCHASE, SALE, REORGANIZATION, ARRANGEMENT, N/A LIQUIDATION, SUCCESSION 3.1 ARTICLES OF INCORPORATION, AS AMENDED (1) N/A 3.2 BYLAWS, AS AMENDED (2) N/A 4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDER, INCLUDING N/A INDENTURES 11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS (3) N/A 15 LETTER ON UNAUDITED FINANCIAL INFORMATION (3) N/A 18 LETTER ON CHANGE IN ACCOUNTING PRINCIPLES N/A 19 REPORT FURNISHED TO SECURITY HOLDERS N/A 22 PUBLISHED REPORT REGARDING MATTERS SUBMITTED TO VOTE OF N/A SECURITY HOLDERS 23 CONSENTS OF EXPERTS AND COUNSEL N/A 24 POWER OF ATTORNEY N/A 27 FINANCIAL DATA SCHEDULE
- ------------ (1) INCORPORATED BY REFERENCE TO THE EXHIBITS FILED WITH THE COMPANY'S ANNUAL REPORTS ON 7 FORM 10-KSB FOR THE FISCAL YEARS ENDED JUNE 30, 1995 AND JUNE 30, 1994 AND THE COMPANY'S CURRENT REPORT ON FORM 8-K DATED JANUARY 31, 1996, COMMISSION FILE NUMBER 033-33556-D. (2) INCORPORATED BY REFERENCE TO THE EXHIBITS FILED WITH THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JUNE 30, 1994. (3) SEE PART I - FINANCIAL STATEMENTS. B) REPORTS ON FORM 8-K: The Company filed a report on Form 8-K dated July 1, 1996, reporting under Item 4. Changes in Registrant's Certifying Accountant, the engagement of Stark Tinter & Associates, LLC, as the Company's accountants. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CLASSIC RESTAURANTS INTERNATIONAL, INC. (Registrant) Date: November 19, 1996 By:/s/Caroline P. Anderson Caroline P. Anderson Executive Vice President and Chief Financial Officer 93096.10Q 8 EX-27 2 FDS --
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET, INCOME STATEMENT, STATEMENT OF CASH FLOW, AND THE NOTES THERETO, FOUND ON PAGES 3 THROUGH 5 OF THE COMPANY'S FORM 10-QSB DATED SEPTEMBER 30, 1996. 1 U.S. DOLLARS 3-MOS JUN-30-1997 JUL-01-1996 SEP-30-1996 1 16,148 0 28,196 27,000 17,627 105,617 807,695 361,182 613,292 941,436 338,448 0 0 2,583,357 (3,249,949) 613,292 411,874 411,874 0 660,488 0 0 6,226 (247,631) 0 (247,631) 0 0 0 (247,631) (0.08) (0.08)
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