SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 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 0-9455 ATLANTIC INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Colorado 13-3045713 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 38 South Audley Street London, England W1Y 5DH --------------- ------- (Address of principal executive offices) (Zip Code) (011 44 171) 629 7617 --------------------- (Registrant's telephone number, including area code) n/a ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 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 ___ 193,127 shares, $.01 par value, as of August 11, 1998 (Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date) Transitional Small Business Disclosure Format: Yes ___ No X PART I - FINANCIAL INFORMATION Item 1. Financial Statements ATLANTIC INDUSTRIES, INC. BALANCE SHEET June 30, 1998 and December 31, 1997 (unaudited) June 30, 1998 December 31, 1997 ------------- ----------------- TOTAL ASSETS $ 0 $ 0 ========= ======== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses 9,441 4,000 Due to Shareholder 46,584 41,450 ------ ------ 56,025 45,450 STOCKHOLDERS' DEFICIT Preferred Stock, $.01 par value; authorized 10,000,000 shares; issued and outstanding - 0 shares Common Stock, $.01 par value; authorized 40,000,000 shares; 193,127 shares issued and outstanding 1,931 1,931 Additional Paid in Capital (138,228) (138,228) Retained Earnings 80,272 90,847 ---------- ---------- Total Stockholders' Deficit (56,025) (45,450) ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 0 $ 0 ======== ======== See Notes to financial statements. 2 ATLANTIC INDUSTRIES, INC. STATEMENT OF OPERATIONS Three Months ended Six Months ended June 30, June 30, -------- -------- 1998 1997 1998 1997 ---- ---- ---- ---- Net sales $ -- $ -- $ -- $ -- Operating costs (7,253) (6,923) (10,575) (21,507) ---------- ----------- ------------ ----------- Loss from continuing operations (7,253) (6,923) (10,575) (21,507) Other income (loss) -- -- -- -- ---------- ---------- ---------- ---------- Loss from continuing operations before provision for income taxes (7,253) (6,923) (10,575) (21,507) Provision for income taxes -- -- -- -- ---------- ---------- ---------- ---------- NET LOSS (7,253) (6,923) (10,575) (21,507) ========== ======= ======== ======== Loss per share (cents) (0.04) (0.04) (0.06) (0.11) Average number of shares outstanding 193,127 192,996 193,127 192,996 ======= ======= ======= ======= See Notes to financial statements. 3 ATLANTIC INDUSTRIES, INC. STATEMENT OF CASH FLOWS Three Months Six Months ended June 30, ended June 30, -------------- -------------- 1998 1997 1998 1997 ---- ---- ---- ---- OPERATING ACTIVITIES Net loss $(7,253) $(6,923) $(10,575) $(21,507) Adjustments to reconcile net loss to Net Cash Provided by Operating Activities: Change in Operating Assets and Liabilities: Accounts Receivable and Other Debtors -- -- -- -- Increase/(Decrease) in Liabilities: Accounts payable and Accrued Expenses 4,061 4,423 5,441 12,448 -------- ------- -------- -------- Total Adjustments 4,061 4,423 5,441 12,448 -------- ------- -------- -------- NET CASH - OPERATING ACTIVITIES (3,192) (2,500) (5,134) (9,059) FINANCING ACTIVITIES New short-term loans 3,192 2,500 5,134 9,059 Repayment of loans -- -- -- -- --------- --------- --------- --------- NET CASH - FINANCING ACTIVITIES 3,192 2,500 5,134 9,059 NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS -- -- -- -- CASH AND CASH EQUIVALENTS - BEGINNING -- -- -- -- -------- -------- -------- -------- CASH AND CASH EQUIVALENTS - END -- -- -- -- ======== ======== ======== ======== See Notes to financial statements. 4 ATLANTIC INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS (Revised and Unaudited) The balance sheet as of June 30, 1998, the statements of operations for the three months and six months ended June 30, 1997 and 1998, and the statement of cash flows for the three months and six months ended June 30, 1997 and 1998 have been prepared by the Registrant without audit in accordance with generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The accompanying unaudited interim financial statements include all adjustments (consisting only of those of a normal recurring nature) which, in the opinion of management, are necessary for a fair statement of the results for the interim periods. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Registrant's Form 10-KSB for the year ended December 31, 1997. 5 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FINANCIAL CONDITION A shareholders' deficit of $56,025 existed at June 30, 1998. RESULTS OF OPERATIONS Costs in the quarter to June 30, 1998 primarily related to audit, accounting and legal costs related to the preparation and filing of various reports required by the SEC. FUTURE LIQUIDITY AND CAPITAL RESOURCES The Company remains determined to acquire through the issuance of additional shares a suitable business or businesses and/or obtain additional funds through the sale of Common stock in public or private transactions. Pending completion of such a transaction, the Company has no revenue and accordingly in the short term is dependent on continued loans from a major shareholder. The Registrant had no material commitments for capital expenditure at either June 30, 1998 or at December 31, 1997. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits filed herewith: None (b) Forms 8-K filed during the quarter for which this report is filed: None 6 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. ATLANTIC INDUSTRIES, INC. Dated: August 11, 1998 By /s/ P. N. Chapman -------------------------------------------- P. N. Chapman, Chief Financial Officer, duly authorized to sign this report on its behalf