SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 1996 [ ] 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 0-26454 PL BRANDS, INC. (Exact Name of Small Business Issuer as specified in its Charter) Delaware 98-0142664 (State or other Jurisdiction of I.R.S. Employer Incorporation or Organization Identification No.) 10 Planchet Road, Unit 6, Concord, Ontario Canada CK4 2C8 (Address of principal executive offices) (Zip Code) (905) 761-0888 (Issuer's telephone number) 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 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 Indicate the number of shares outstanding of each of the issuer's classes of Common Equity, as of the latest practicable date. Common Stock, $.001 par value 4,120,000 Title of Class Number of Shares outstanding at July 31, 1996 No exhibits included. PL BRANDS, INC. Consolidated Balance Sheets As at As at April 30, 1996 July 31,1996 ASSETS CURRENT Cash $ 4,047 $ 2,086 Accounts receivable 386,811 631,297 Inventory 143,907 184,566 Prepaids 8,429 8,121 Total Current Assets 543,194 826,070 FIXED ASSETS Machinery & Equipment $ 709,369 $ 702,765 Leasehold Improvements 58,572 58,027 Office Furniture & Equipment 35,882 35,548 $ 803,823 $ 796,340 Less: Accumulated Depreciation $ 547,827 $ 557,015 Total Fixed Assets $ 255,996 $ 239,325 Total Assets $ 799,190 $ 1,065,395 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT Bank Indebtedness $ 146,843 $ 180,446 Accounts payable 564,332 785,694 Total Current Liabilities $ 711,175 $ 966,140 Long Term Liabilities Equipment Bank Loan $ 214,857 $ 209,596 Amounts received for the issuance of Convertible Debentures and Capital Stock 203,850 256,650 Shareholders' Loan (Note 10) 702,978 702,978 Total Long Term Liabilities 1,121,685 1,169,224 STOCKHOLDERS' EQUITY Common Stock: $.001 par value, authorized 20,000,000 $ 4,120 $ 4,120 Additional Paid-In Capital 889,066 889,066 Accumulated Deficit (1,957,998) (1,980,396) Cumulative Translation Adjustment 31,142 17,241 Total Stockholders' Equity $ (1,033,670) $ (1,069,969) Total Liabilities and Stockholders' Equity $ 799,190 $ 1,065,395 2 PL BRANDS, INC. Consolidated Statements of Earnings For the three For the three months ending months ending July 31, 1996 July 31,1995 Sales $ 985,969 $ 828,389 Cost of Sales $ 881,398 $ 705,499 Gross Profit $ 104,571 $ 122,890 Operating Expenses: Salaries $ 25,487 $ 45,854 Accounting & Legal 21,235 13,918 Consulting 20,605 61,189 Telephone 7,553 6,805 Insurance 1,719 1,830 Bank Charges & Interest 9,285 8,579 Travel 1,295 9,952 Vehicles 7,983 6,171 Offices Expenses 3,644 30,482 Business Taxes 1,183 0 Marketing 0 10,237 Miscellaneous 0 1,238 Debenture Interest 0 13,820 $ 99,989 $ 210,075 Profit (Loss) from Operations $ 4,582 $ (87,185) Other Income (Expenses) Interest Income $ 6 $ 0 Gain (Loss) on Foreign Exchange (12,640) (6,542) Depreciation and Amortization (14,346) (13,528) (26,980) (20,070) Net Profit (Loss) for the Period (22,398) (107,255) 3 PL BRANDS, INC. Consolidated Statements of Cash Flows For the three For the three months ending months ending July 31, 1996 July 31,1995 Operating Activities: Net Profit (Loss) For the Period $ (22,398) $ (107,255) Adjustment to reconcile: Depreciation and Amortization 9,188 9,758 Foreign Currency Translation 12,640 6,542 Change in assets and liabilities affecting cash flows: Accounts Receivable (244,486) (224,425) Inventory (40,659) (23,626) Prepaid Expenses 308 0 Deposits 0 (23,604) Accounts Payable 221,362 332,559 Bank Indebtedness 33,603 (110,483) Net Cash Provided By Operating Activities $ (30,442) $ (140,534) Investing Activities: Purchase of Fixed Assets $ 7,483 $ (5,973) Net Cash Provided By Investing Activities $ 7,483 $ (5,973) Financing Activities: Bank Loan-Equipment $ (5,261) $ (5,375) Amounts received for the issuance of convertible debentures and capital stock 52,800 0 Proceeds from Shareholder Loan 0 231,764 Foreign Excahnge Gain (Loss) (12,640) (6,5423) Net Cash Provided By Financing Activities $ 34,899 $ 219,847 Effect of Exchange Rate Changes on Cash $ (13,901) $ (229) Increase (Decrease) in Cash $ (1,961) $ 73,111 Cash Balance - Beginning $ 4,047 $ 41,559 Cash Balance - Ending $ 2,086 $ 114,670 4 PL BRANDS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For The Three Months Ended July 31, 1996 and 1995 NOTE 1 - UNAUDITED INTERIM FINANCIAL INFORMATION The unaudited interim financial statements are unaudited, but in the opinion of the management of the Company, contain all adjustments, consisting of only normal recurring accruals, necessary to present fairly the financial position at July 31, 1996, the results of operations of the three months ended July 31, 1996 and 1995, and the cash flows for the three months ended July 31, 1996 and 1995. The results of operations for the three months ended July 31, 1996 are not necessarily indicative of the results of operations to be expected for the full fiscal year ended April 30, 1997. Reference is made to the Company's Form 10- KSB. Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Overview Net revenues in the three months ended July 31, 1996 were higher than in the 1995 period due to increased sales volume. Cost of sales for the three months ended July 31, 1996 were 89% of sales, respectively, compared to 85% for the 1995 periods, primarily as a result of increases in materials and pressures on sales prices. Operating expenses for the three months ended July 31, 1996 were significantly lower than in 1995 as a result of management's cost cutting efforts. The Company is not expected to become profitable, if at all, until sales grow sufficiently (of which there can be no assurance) to support the administrative burden. Consulting fees were paid for professional consultants, not affiliated with the Company, regarding private label products, obtaining customers, and potential acquisitions of private label product lines. Liquidity As of July 31, 1996, the Company's working capital deficit was $167,981. The Company's working capital position was enhanced by the sale of $52,800 in securities. The Company has also obtained an operating line of credit from a bank in the amount of $250,000 (CAN). As of July 31, 1996, the line of credit amount was US $146,893. The Company intends to sell debt or equity to meet its cash requirements. 5 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 (a) Exhibits: None (b) Reports on Form 8-K: None 6 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. Date: October 1, 1996 By: /s/ Robert Brown -------------------------- ---------------- Robert Brown Vice President-Administration and Finance (chief financial officer and accounting officer and duly authorized officer)