SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Page 1 of 7 Sequentially FORM 10-QSB Numbered Document [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 1997 [ ] 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 9,143,279 Title of Class Number of Shares outstanding at July 31, 1997 No exhibits included. PL BRANDS, INC. CONSOLIDATED BALANCE SHEETS UNAUDITED As At As At April 30, 1997 July 31, 1997 Assets Current Assets Cash $ 1,638 $ 1,477 Accounts Receivable $ 431,053 $ 509,923 Inventory $ 241,543 $ 292,005 Prepaid Expenses $ 7,070 $ 7,076 ------------------- ----------------- Total Current Assets $ 681,304 $ 810,481 ------------------- ----------------- Fixed Assets Machinery & Equipment $ 713,442 $ 706,311 Leasehold Improvements $ 57,080 $ 57,125 Office Furniture & Equipment $ 34,968 $ 34,995 ------------------- ----------------- $ 805,490 $ 798,431 Less: Accumulated Depreciation $ 592,082 $ 601,322 ------------------- ----------------- Total Fixed Assets $ 215,408 $ 197,109 ------------------- ----------------- Total Assets $ 896,712 $ 1,007,590 Liabilities and Stockholders' Equity Current Liabilities Bank Indebtedness $ 151,212 $ 223,433 Accounts Payable $ 584,939 $ 621,547 ------------------- ----------------- Total Current Liabilities $ 736,151 $ 844,980 ------------------- ----------------- Long Term Liabilities Equipment Bank Loan $ 170,750 $ 126,367 ------------------- ----------------- Total Long Term Liabilities $ 170,750 $ 126,367 ------------------- ----------------- Stockholders' Equity Common Stock: $.001 par value, 20,000,000 authorized $ 9,143 $ 9,143 Additional Paid-in Capital $ 2,128,906 $ 2,128,906 Accumulated Deficit $ (2,224,603) $ (2,176,313) Cumulative Translation Adjustment $ 76,365 $ 74,507 ------------------- ----------------- Total Stockholders' Equity $ (10,189) $ 36,243 ------------------- ----------------- Total Liabilities and Stockholders' Equity $ 896,712 $ 1,007,590 2 PL BRANDS, INC. CONSOLIDATED STATEMENTS OF EARNINGS UNAUDITED For the three For the three months ending months ending July 31, 1997 July 31, 1996 ------------- ------------- Sales $ 592,682 $ 985,969 Cost of Sales $ 486,945 $ 881,398 ----------------- ----------------- Gross Profit $ 105,737 $ 104,571 ----------------- ----------------- Operating Expenses: Salaries $ 26,895 $ 25,487 Accounting & Legal $ 3,357 $ 21,235 Consulting $ 1,624 $ 20,605 Telephone $ 4,304 $ 7,553 Insurance $ 0 $ 1,719 Bank Charges & Interest $ 5,783 $ 9,285 Travel $ 0 $ 1,295 Vehicles $ 1,924 $ 7,983 Office Expenses $ 3,261 $ 3,644 Business Taxes $ 0 $ 1,183 Bad Debts $ 0 $ 0 Marketing $ 0 $ 0 Debenture Interest $ 0 $ 0 ----------------- ----------------- $ 47,148 $ 99,989 ----------------- ----------------- Profit (Loss) from Operations $ 58,589 $ 4,582 ----------------- ----------------- Other Income (Expenses) Interest Income $ 0 $ 6 Gain (Loss) on Foreign Exchange $ 321 $ (12,640) Depreciation and Amortization $ (10,620) $ (14,346) ----------------- ----------------- $ (10,299) $ (26,980) ----------------- ----------------- Net Profit (Loss) For The Period $ 48,290 $ (22,398) 3 PL BRANDS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED For the three For the three months ending months ending July 31, 1997July 31, 1996 Operating Activities Net Profit (Loss) For The Period $ 48,290 $ (22,398) Adjustment to reconcile: Depreciation and Amortization $ 11,240 $ 9,188 Foreign Currency Translation $ (321) $ 12,640 Change in Assets and Liabilities affecting cash flows: Accounts Receivable $ (78,870) $ (244,486) Inventory $ (50,462) $ (40,659) Prepaid Expenses $ (6) $ 308 Accounts Payable $ 36,608 $ 221,362 Bank Indebtedness $ 72,221 $ 33,603 ----------------- ----------------- Net Cash Provided By Operating Activities $ 38,700 $ (30,442) ----------------- ----------------- Investing Activities: Purchase of Fixed Assets $ 7,059 $ 7,483 ----------------- ----------------- Net Cash Provided By Investing Activities $ 7,059 $ 7,483 ----------------- ----------------- Financing Activities: Bank Loan-Equipment $ (44,383) $ (5,261) Amts rec'd for deb & stock issuance $ 0 $ 52,800 Shareholder Loan $ 0 $ 0 Additional Paid In Capital $ 0 $ 0 Common Stock $ 0 $ 0 Foreign Exchange Gain (Loss) $ 321 $ (12,640) ----------------- ----------------- Net Cash Provided By Financing Activities $ (44,062) $ 34,899 ----------------- ----------------- EFFECT OF EXCHANGE RATE CHANGES ON CASH $ (1,858) $ (13,901) ----------------- ----------------- INCREASE (DECREASE) IN CASH $ (161) $ (1,961) CASH BALANCE-BEGINNING $ 1,638 $ 4,047 CASH BALANCE-ENDING $ 1,477 $ 2,086 4 PL BRANDS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For The Three Months Ended July 31, 1997 and 1996 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, 1997, the results of operations of the three months ended July 31, 1997 and 1996, and the cash flows for the three months ended July 31, 1997 and 1996. The results of operations for the three months ended July 31, 1997 are not necessarily indicative of the results of operations to be expected for the full fiscal year ended April 30, 1998. 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, 1997 were significantly lower than in the 1996 period due to lower sales volume, as contrasted with a very strong first quarter of 1996. Cost of sales for the three months ended July 31, 1997 were 82% of sales, respectively, compared to 89% for the 1996 periods, primarily as a result of increases in materials and pressures on sales prices in 1996. Operating expenses for the three months ended July 31, 1997 were significantly lower than in 1996 as a result of management's continued 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, 1997, the Company's working capital deficit was $34,499. The Company has obtained an operating line of credit from a bank in the amount of $250,000 (CAN). As of July 31, 1997, the line of credit amount was US $126,367. The Company intends to sell debt or equity to meet its cash requirements not met from operations. 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:January 12, 1998 By: /s/ Robert Brown -------------------------- ---------------- Robert Brown Vice President Administration and Finance (chief financial officer and accounting officer and duly authorized officer) 7 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: January 12, 1998 By: Robert Brown Vice President-Administration and Finance (chief financial officer and accounting officer and duly authorized officer) 7