CONFORMED COPY
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934
For Quarter ended June 30, 2001
CENTURY PARK PICTURES CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 0-14247 41-1458152
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(State of Incorporation) (Commission File Number) (IRS ID Number)
4701 IDS Center, Minneapolis, Minnesota 55402
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (612) 333-5100
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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 twelve (12) months and (2) has been subject to such filing
requirements for the past ninety (90) days. _X_ Yes ___ No
As at June 30, 2001, 9,886,641 common shares, $.001 par value, were outstanding.
Page 1 of 5
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
This information is included following "Index to Consolidated Financial
Statements".
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OPERATIONS
Quarter Ended June 30, 2001 compared to Quarter Ended June 30, 2000.
Operations consisted primarily of administrative expenses and interest expense.
Administrative expenses, which were primarily legal and accounting fees in 2001,
were $10,850 for 2001 compared to $24 for 2000. Interest expense was $12,875 for
2001 and $12,873 for 2000, representing interest accruing on notes payable.
Quarter Ended June 30, 2000 compared to Quarter Ended June 30, 1999.
Operations consisted primarily of administrative expenses and interest expense.
Administrative expenses, which were primarily bank charges in 2000, were $24 for
2000 compared to $730 for 1999. Interest expense was $12,873 for 2000 and
$15,000 for 1999, representing interest accruing on notes payable.
LIQUIDITY AND SOURCES OF CAPITAL
Cash used in operating activities of continuing operations for the nine-month
period ended June 30, 2001, was $13,878 compared to $72 for the comparable prior
year period. The primary use of cash in operating activities during the current
year was the payment of legal and accounting fees. Cash flows from investing and
financing activities during the nine-month period ended June 30, 2001, consisted
of advances from the Company's CEO totaling $13,845.
At June 30, 2001, the Company had a working capital deficit of ($1,334,828) and
no cash. The working capital deficit at June 30, 2001, was primarily comprised
of notes payable of $400,000, accounts payable and accrued expenses of $567,409,
and accrued compensation of $354,500. Approximately $302,000 of the accounts
payable and accrued expenses relate to The Pike. Management believes that a
significant portion of these obligations would be discharged upon liquidation as
discussed below.
The Company intends to continue to seek out potential acquisitions. It is
probable that any significant acquisitions would require long-term financing.
However, there are no assurances that the Company will complete any acquisitions
or that it will obtain financing under terms acceptable to the Company.
Page 2 of 5
The Company had no material commitments for capital expenditures as of June 30,
2001 and capital expenditures for the remainder of fiscal 2001 are expected to
be immaterial.
During the quarter ended March 31, 1996, the Company finalized the acquisition
of an arena football franchise under a lease with an option to purchase the
franchise. During fiscal year 1996 such franchise was operated through a wholly
owned subsidiary, Minnesota Arena Football, Inc. (The Pike).
During the third and fourth fiscal quarters of fiscal year 1996, The Pike failed
to generate the anticipated cash flow. Consequently, during such quarters the
Company's CEO advanced approximately $206,000 and the Company raised additional
financing from outside sources of approximately $400,000. The financing raised
from outside sources is currently payable, and is secured by the common stock of
Minnesota Arena Football, Inc. Management anticipates such financing will be
converted into the Company's common stock. However, there are no assurances that
such financing will be converted into the Company's common stock. Throughout
much of the third and fourth fiscal quarters of fiscal 1996, management
attempted to sell its interest in the arena football franchise. Failing to do
so, the option expired. Accordingly, The Pike has ceased operations. Management
is evaluating the appropriate course of action for The Pike, which will most
likely be liquidated either in or out of bankruptcy court.
The Company's independent auditors issued their opinion on the consolidated
financial statements as of September 30, 2000, wherein they added an additional
paragraph which raised substantial doubt as to the Company's ability to continue
as a going concern. This doubt was raised primarily due to recurring losses from
operations, the Company's stockholders' deficit of $1,282,326 as of September
31, 2000, and to no ongoing operations. Currently, the Company has no specific
viable plans intended to mitigate the effect of such conditions, other than its
plans to acquire a company that will generate sufficient cash flows for
continued existence.
Page 3 of 5
PART II
ITEM 1. LEGAL PROCEEDINGS.
NONE
ITEM 2. CHANGES IN SECURITIES.
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
NONE
ITEM 5. OTHER INFORMATION.
NONE
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K.
NONE
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 THEREUNTO DULY AUTHORIZED.
Dated as of September 10, 2001.
CENTURY PARK PICTURES CORPORATION
By: /s/Thomas K. Scallen
Thomas K. Scallen
Chief Executive Officer
Page 4 of 5
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
1. Consolidated Balance Sheets F-1
2. Consolidated Statements of Operations F-2
3. Consolidated Statements of Cash Flows F-3
4. Notes to Consolidated Financial Statements F-4
Page 5 of 5
CENTURY PARK PICTURES CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June 30, 2001 and September 30, 2000
(Unaudited)
ASSETS June 30, September 30,
2001 2000
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CURRENT ASSETS
Cash $ -- $ 33
Prepaid expenses 926 926
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Total current assets 926 959
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PROPERTY AND EQUIPMENT, at cost
Furniture and fixtures 94,077 94,077
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94,077 94,077
Less accumulated depreciation 94,077 94,077
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-- --
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$ 926 $ 959
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Notes payable $ 400,000 $ 400,000
Due to related parties 13,845 --
Accounts payable 279,686 279,686
Accrued compensation 354,500 354,500
Accrued expenses 287,723 249,099
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Total current liabilities 1,335,754 1,283,285
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STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $.001 per share;
authorized 200,000,000 shares; issued
and outstanding 9,886,641 shares; 9,887 9,887
Additional paid in capital (Note 4) 6,168,281 6,168,281
Accumulated deficit (7,512,996) (7,460,494)
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(1,334,828) (1,282,326)
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$ 926 $ 959
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See Notes to Consolidated Financial Statements.
F-1
CENTURY PARK PICTURES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three-Month and Nine-Month Periods Ended June 30, 2001 and 2000
(Unaudited)
Three-Month Periods Nine-Month Periods
2001 2000 2001 2000
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Operating Expenses
General and administration $ 10,850 $ 24 13,877 71
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Operating loss (10,850) (24) (13,877) (71)
Interest expense (12,875) (12,873) (38,625) (38,619)
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Income (loss) before income taxes (23,725) (12,897) (52,502) (38,690)
Income taxes (Note 3) -- -- -- --
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Net income (loss) $ (23,725) $ (12,897) $ (52,502) $ (38,690)
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Net income (loss) per share of common stock $ (0.00) $ (0.00) $ (0.01) $ (0.00)
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Weighted average number of common shares 9,886,641 9,886,641 9,886,641 9,886,641
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See Notes to Consolidated Financial Statements
F-2
CENTURY PARK PICTURES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine-Month Periods Ended June 30, 2001 and 2000
(Unaudited)
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (52,502) $ (38,690)
Adjustments to reconcile net loss to cash
provided by operating activities:
Increase (Decrease) in-
Accounts payable and accrued expenses 38,624 38,618
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Net cash provided by (used in) operating
activities (13,878) (72)
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CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in due to/from related
parties 13,845 100
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Net cash provided by (used in) financing
activities 13,845 100
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Net increase (decrease) in cash (33) 28
Cash, beginning of period 33 29
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Cash, end of period $ -- $ 57
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See Notes to Consolidated Financial Statements.
F-3
CENTURY PARK PICTURES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation:
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and, therefore, do not include
all information and disclosures necessary for a fair presentation of results of
operations, financial position, and consolidated cash flows in conformity with
generally accepted accounting principles. However, such statements do reflect,
in the opinion of management of the Company, all adjustments, consisting of only
normal recurring accruals, necessary for a fair presentation of the results of
operations for these periods.
F-4