UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-12G
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
MCC CATERING INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-3642435
-------- ------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 108th Avenue - Suite 730
City Center, Bellevue, WA 98004
- ---------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (425) 990-6477
--------------
Securities to be registered pursuant to Section 12(g) of the Act:
6,000,000 Shares of Voting Common Stock
Check here whether the issuer (1) has filed all reports required
to be filed by Sections 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
As of February 28, 1999, the following shares of the Registrant's
common stock were issued and outstanding:
25,000,000 shares authorized, $0.001 par value
6,000,000 issued and outstanding
Item 1. DESCRIPTION OF THE BUSINESS
HISTORY AND ORGANIZATION
MCC CATERING INC., (the "Company"), a development stage company,
was organized in January 1997 under the laws of the State of
Delaware, having the stated purpose of engaging in any lawful act
or activity for which corporations may be organized under the
General Corporation Law of Delaware.
The Company was formed to provide "fast food" outlets throughout
cities in the United Kingdom. The Company sought to market its
restaurants with three national themes, Chinese, Indian and Thai,
under an "Express" banner. Each of the restaurants is to have
certain key features in common and be the key to the success of
the business. These include, average take away meal prices
around $5.00, fast and friendly service with food served within
one (1) minute of order and immaculately clean eating kitchen and
area.
Prior to entering this market, the Company conducted key research
pertaining to consumer demand and retail sales. The Company
sought to find an investor to help the Company fund the
production of a business plan and to assist with market research.
The Company's initial efforts in this regard were unsuccessful
and the Company's management resigned. New management was then
brought into the company. The new management determined that
there was an opportunity for the development of the company's
Asian Express concept. Investors of the Company provided funding
for the preparation of a private placement memorandum to raise
capital for further research and initial investment to test the
concept in London. The Company thereafter conducted a Regulation
D 504 Offering in December 1998, raising $20,000.00 to fund
additional research in a fully successful offering.
The directors are now determined that the Company should become
active in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such
businesses. It is the directors' opinion that the company will
be more attractive to potential business partners and candidates
if the Company is a reporting one. The Company has began to
consider and investigate potential business opportunities however
has not yet located any probable candidates.
Item 2. FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company is a development stage company. The Company has no
assets and no recent operating history. The Company's goal is to
develop its fast food restaurant concept in the three key areas.
Those areas are Chinese restaurants, called Shanghai Express,
Indian restaurants, called Bombay Express, and Thai restaurants,
called Bangkok Express. The Company believes that the development
of its concept would be most effective by merging or forming an
alliance with another business entity which has experience in the
industry.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
sustain its business operations or achieve material profits.
Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the
Company's directors will forego any compensation until such time
as the Company begins to generate sufficient investment in the
Company to cover such expenses. However, if the Company engages
outside advisors or consultants in search for business
opportunities, it may be necessary for the Company to attempt to
raise additional funds. There is no assurance that the Company
will be able to obtain additional funding when and if needed, or
that such funding, if available, can be obtained on terms
acceptable to the Company.
There is no certainty that the Company's business operations will
be successful or profitable. There is also no certainty that the
Company will be able to operate a successful business. Potential
investors are alerted that the investment in the Company is
highly speculative and involves a high degree of risk.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business
opportunity based on management's business judgment.
Any targeted alliance or merger candidate will become subject to
the same reporting requirements as the Company upon consummation
of any such business combination. Thus, in the event that the
Company successfully completes an acquisition or merger with
another operating business, the resulting combined business must
provide audited financial statements for at least the two most
recent fiscal years or, in the event that the combined operating
business has been in business less than two years, audited
financial statements will be required from the period of
inception of the target acquisition or merger candidate.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
merge with an operating business, develop sustaining business
opportunities or acquire property that will be of material value
to the Company.
Because the Company lacks funds, it may be necessary for the
officers and directors to either advance funds to the Company or
to accrue expenses until such time as the Company begins to
generate sufficient income to cover such expenses. Management
intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's
directors will forego any compensation until such time as the
Company begins to generate sufficient income to cover such
expenses. However, if the Company engages outside advisors or
consultants in search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.
There is no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
In the opinion of management, inflation has not and will not have
a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition or
merger. At that time, management will evaluate the possible
effects of inflation on the Company as it relates to its business
and operations following a successful acquisition or merger.
In the event the Company consummates a merger transaction, the
Company believes that there will be a change in control in the
Company. The Company believes that any merger would include the
new issuance of common stock in the Corporation to a potential
merger candidate followed by a reverse split of the Company's
issued common stock thereby effectively passing control of the
Company to the merged candidate.
The Company will not borrow funds for the purpose of funding
payments to the Company's promoters, management or their
affiliates or associates. Any funds borrowed by the Company will
be utilized to pay statutory, legal and accountant fees expended
by the Company.
The Company does not foresee that any terms of sale of the shares
presently held by officers and/or directors of the Company will
also be afforded to all other shareholders of the Company on
similar terms and conditions.
Management does not anticipate actively negotiating or otherwise
consenting to the purchase of any portion of their common stock
as a condition to or in connection with a proposed merger or
acquisition. In such an instance, all shareholders are to be
treated equally. This policy is upheld by the inclusion of a
resolution of the Board of Director's of the Company, contained
in the Company's minutes. In the event management wishes to
actively negotiating or otherwise consenting to the purchase of
any portion of their common stock as a condition to or in
connection with a proposed merger or acquisition, this would need
to be disclosed to the Board of Directors and entered into the
Company's minutes. The company's shareholders will be afforded
an opportunity to approve or consent to any particular stock buy-
out transaction or merger.
LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company's limited operating history, including its losses and
no revenues, primarily reflect the operations of its early stage.
As a result, the Company had from time of inception to February
28, 1999 no revenue and a net loss from operations of $37,700.00.
As of February 28, 1999, the Company had a net capital deficiency
of $12,450.00.
The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with
start up and trading of retail outlets. It is not anticipated
that the Company will be able to meet its financial obligations
through internal net revenue in the foreseeable future. The
Company does not have a working capital line of credit with
any financial institution. Therefore, future sources of
liquidity will be limited to the Company's ability to obtain
additional debt or equity funding. The Company anticipates that
its existing capital resources will enable it to maintain its
current implemented operations for at least 12 months, however,
full implementation of its business plan is dependent upon its
ability to raise substantial funding. Management's plan is to
find and consummate a merger or business acquisition in order to
maximize the benefit of ownership by shareholders in the Company.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business
opportunity based on management's business judgment.
Because the Company lacks funds, it may be necessary for the
officers and directors to either advance funds to the Company or
to accrue expenses until such time as the Company begins to
generate sufficient income to cover such expenses. Management
intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's
directors will forego any compensation until such time as the
Company begins to generate sufficient income to cover such
expenses. However, if the Company engages outside advisors or
consultants in search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.
There is no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
YEAR 2000 DISCLOSURE
The Company is aware of the Year 2000 issue and states that it
currently does not maintain any material active operations which
it foresees will be impacted by the Year 2000 problem.
Management therefore does not anticipate that the company will be
affected by this issue, financially or otherwise. This
disclosure complies with the directives of the Securities and
Exchange Commission, specifically Staff Legal Bulletin No. 5
(CF/IM), regarding Year 2000 issues.
SELECTED FINANCIAL DATA SCHEDULE
MCC CATERING INC.
(A Development Stage Company)
FINANCIAL DATA SCHEDULE
FOR THE YEAR ENDED FEBRUARY 28, 1999
For the Year From Inception
Ended To
Feb. 28, 1999 Feb. 28, 1999
------------- -------------
Cash and Cash Items $ 0 $ 0
Marketable Securities 0 0
Notes and Accounts Receivable 0 0
Allowances for doubtful accounts 0 0
Inventory 0 0
Total Current Assets 0 0
Property, plant and equipment 0 0
Accumulated depreciation 0 0
Total assets 0 0
Total current liabilities 12,450 0
Bonds, mortgages and debt 0 0
Preferred stock - redemption 0 0
Common stock 6,000 0
Other stockholders' equity (18,450) 0
Total Liabilities and
Stockholders' equity 0 0
Net Sales of Tangible Products 0 0
Total Revenues 0 0
Cost of Tangible Goods Sold 0 0
Total Costs and Expenses applicable
To sales and revenues 0 0
Other costs and expenses 33,650 37,700
Provision for doubtful accounts 0 0
Interest and amortization of
Debt discount 0 0
Income before taxes and
and other items (33,650) (37,700)
Income tax expenses 0 0
Income/loss continuing
operations (33,650) (37,700)
Discontinued operations 0 0
Extraordinary items 0 0
Cumulative Effect - changes in
Accounting principles 0 0
Net Income or loss (33,650) (37,700)
/TABLE
Item 3. DESCRIPTION OF PROPERTY
The company's administrative offices are located at 500 108TH
Avenue, Suite 730, City Center, Bellevue, WA 98004. The company
also maintains offices at City Tower - Level 4, 40 Basinghall
Street, London EC2V 5DE. The company at this time has no other
material assets or property.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the information, to the best
knowledge of the Company as of March 31, 1999, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director of the
Company and all directors and officers of the Company as a group.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- ---------------- -------------------- --------
Meichrisea Holdings Ltd. 1,250,000 20.8%
Gibraltar
Bradwall Ltd. 1,000,000 16.7%
Gibraltar
Astrid Property Holdings 750,000 12.5%
Gibraltar
Grademore Analysis Ltd. 740,000 12.3%
Sussex, United Kingdom
Basil R. Parker 148,000 2.4%
Camberley, United Kingdom
L.J. Boyne 148,000 2.4%
Surrey, United Kingdom
The Company has been advised that each of the persons listed
above has sole voting, investment, and dispositive power over the
share indicated above. Percent of Class (third column above) is
based on 6,000,000 shares of common stock outstanding as of the
date of this filing.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Position(s) Held and
Name Age Duration of Service Family Relation
- ---------------- --- ------------------- ---------------
B.R. Parker 50 President and Director None
L.J. Boyne 49 Secretary None
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected
and qualified. There are no agreements with respects to the
election of directors.
Set forth below is certain biographical information regarding the
Company's executive officers and directors:
Both Basil R. Parker, the current Company President and Director,
and Linden J. H. Boyne, the current Company Secretary, will be
engaged in the operations of the Company and their efforts will
be materials to the Company's success. They oversee the
Company's search in locating potential business opportunities and
targeting an entity to undertake a merger transaction.
Additionally, they report to the shareholders regarding their
progress and are open to receiving input from the majority
shareholders.
Messrs. Boyne and Parker have worked together for twenty-five
years, maintain excellent contacts in the United Kingdom business
community and have run various businesses. The largest which
they have run is the NSS Newsagents, a national chain in the
United Kingdom which maintains over 500 stores in the United
Kingdom. Mr. Parker has been President and director of the
Company since June 23, 1998. For the past seven years, he
has worked for Rosegold Ltd. Shopfittes and is currently Managing
Director of the company. Mr. Boyne has been Secretary-Treasurer
and director of the Company since 1998. Since 1991 he has been
Secretary of a number of companies principally Rosegold Ltd.
Shopfittes.
To the best knowledge of management, during the past five years,
no present or former director or executive officer of the
Company:
(1) filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or present of such
a person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any
corporation or business association of which he was an executive
officer within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and
other minor
offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
form or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in any
type of business practice; or (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state
securities laws or federal commodity laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
subsequently reversed, suspended, or vacate;
(6) was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
The Company's Common Stock is registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in connection therewith, directors,
officers, and beneficial owners of more than 10% of the Company's
Common Stock are required to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their
beneficial ownership of the Company's Common Stock.
Item 6. EXECUTIVE COMPENSATION
SUMMARY
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has no plans at the present to compensate
its directors.
COMPENSATION TABLE: None
CASH COMPENSATION
There was no cash compensation paid to any director or executive
officer of the Company during the two fiscal years ended February
28, 1999.
BONUSES AND DEFERRED COMPENSATION: None.
COMPENSATION PURSUANT TO PLANS: None.
PENSION TABLE: None.
OTHER COMPENSATION: None.
COMPENSATION OF DIRECTORS: Compensation is paid to the three
operational directors as set forth above.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
including payments to be received from the Company, with respect
to any person which would in any way result in payments to any
such person because of his or her resignation, retirement, or
other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in
control of the Company.
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
WITH MANAGEMENT AND OTHERS.
To the best of Management's knowledge, during the fiscal year
ended February 1999, there were no material transactions, or
series of similar transactions, since the beginning the Company's
last fiscal year, or any currently proposed transactions, or
series of similar transactions, to which the Company was or is to
be a party, in which the amount involved exceeds $60,000, and in
which any director or executive officer, or any security holder
who is known by the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an
interest.
CERTAIN BUSINESS RELATIONSHIPS:
During the fiscal years ended February 28, 1998 and 1999 there
were no material transactions between the Company and its
management.
INDEBTEDNESS OF MANAGEMENT:
To the best of Management's knowledge, during the fiscal years
ended February 28, 1998 and 1999, there were no material
transactions, or series of similar transactions, since the
beginning of the Company's last fiscal year, or any currently
proposed transactions, or series of similar transactions, to
which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive
officer, or any security holder who is known by the Company to
own of record or beneficially more than 5% of any class of the
company's common stock, or any member of the immediate family of
any of the foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS:
To the best Knowledge of management, no such transactions exist.
Item 8. LEGAL PROCEEDINGS
No legal proceedings are pending at this time.
Item 9. MARKET PRICE OF AND DIVIDENDS FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company is not aware of any quotations for its common stock,
now or at any time within the past two years. On February 28,
1999, there were approximately 139 holders of record of the
issued and outstanding shares of Issuer's common stock. Issuer
has never paid a dividend on its outstanding equity. The Company
currently has no established public trading market for its common
stock.
Item 10. RECENT SALES OF UNREGISTERED SECURITIES
No recent sales of unregistered securities at this time.
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED
The securities of the registrant to be registered are 6,000,000
shares of voting common stock, $0.001 par value.
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
No indemnification of directors and officers at this time.
Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL INFORMATION
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and
Stockholders of MCC Catering Inc.
We have audited the accompanying balance sheet of MCC Catering
Inc., (a development stage company) as of February 28, 1999 and
the related statements of loss, cash flows and shareholders'
equity for the e year then ended, and for the period from
December 31, 1996 (inception) to February 28, 1999. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standard require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidences supporting
the amounts and disclosures in the financial statements, An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of MCC Catering Inc., as of February 28, 1999, and the
results of its operations and its cash flows for the year then
ended and for the period from December 31, 1996 (inception) to
February 28, 1999 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 3 to the financial statements, the Company has losses
from operations and a net capital deficiency, which raise
substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are
described in Notes 3. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
Graf Repetti & Co., LLP.
New York, New York
April 22, 1999
MCC CATERING, INC.
(A Development Stage Company)
BALANCE SHEET
FEBRUARY 28, 1999
ASSETS
Current Assets
Cash $ 0
Other Current Assets 0
----------
Total Current Assets 0
Other Assets 0
----------
Total Assets $ 0
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable $ 0
Accrued Expenses 12,450
-----------
Total Current Liabilities $12,450
Other Liabilities 0
-----------
Total Liabilities $12,450
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding 6,000,000
Shares 6,000
Additional Paid in Capital 19,250
Deficit Accumulated During
the Development Stage (37,700)
----------
Total Stockholders' Equity (12,450)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 0
The accompanying notes are an integral part of these financial
statements
/TABLE
MCC CATERING, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS
FOR THE YEAR ENDED FEBRUARY 28, 1999 AND
FROM DECEMBER 31, 1996 (INCEPTION) TO FEBRUARY 28, 1999
For the Year From
Ended Inception to
February 28, 1999 February 28, 1999
------------- -------------
TOTAL REVENUES: $ 0 $ 0
---------- ----------
OPERATING EXPENSES:
Accounting 2,400 2,400
Legal 15,000 15,000
Rent (Note 2) 1,200 1,200
Filing Fee 50 100
Other Start Up Costs 15,000 19,000
---------- ----------
Total Operating Expenses 33,650 37,700
---------- ----------
Operating Loss $(33,650) $(37,700)
---------- ----------
OTHER INCOME (EXPENSES):
Other Income 0 0
---------- ----------
NET LOSS $(33,650) $(37,700)
NET LOSS PER SHARE $ (0.01) $(0.01)
---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 4,400,000 4,305,164
---------- ----------
The accompanying notes are an integral part of these financial
statements.
/TABLE
MCC CATERING, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED FEBRUARY 28, 1999 AND
FROM DECEMBER 31, 1996 (INCEPTION) TO FEBRUARY 28, 1999
For the Year From
Ended Inception to
February 28, 1999 February 28, 1999
----------------- -----------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $(33,650) $(37,700)
-------- --------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Changes in Assets and
Liabilities Increase in
Accounts Payable and Accrued
Expenses 12,450 12,450
-------- --------
Total Adjustments 12,450 12,450
-------- --------
Net Cash Used in
Operating Activities (21,200) (25,250)
-------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Additional Paid In Capital 1,200 5,250
Proceeds from Insurance of
Common Stock 20,000 20,000
-------- --------
Net Cash Provided by
Financing Activities 21,200 25,250
-------- --------
Net Change in Cash 0 0
Cash at Beginning of Period 0 0
Cash at End of Period $ 0 $ 0
-------- --------
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash Paid During the Period
for Interest Expense $ 0 $ 0
-------- --------
Corporate Taxes $ 0 $ 0
-------- --------
The accompanying notes are an integral part of these financial
statements.
/TABLE
MCC CATERING, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS'EQUITY (DEFICIT)
FROM INCEPTION TO FEBRUARY 28, 1999
Total
COMMON STOCK ISSUED Additional Accumulated Shareholders'
SHARES PAR VALUE Paid inCap Deficit Equity
----------------------------------------------------------------
ISSUANCE OF
4,000,000
SHARES
JANUARY 3, 1997 4,000,000 $ 4,000 $ 0 $ (4,000) $ 0
NET LOSS FOR THE
PERIOD FROM
INCEPTION TO
FEBRUARY 28, 1998 0 0 50 ( 50) ( 0)
----------------------------------------------------------------
BALANCE
FEBRUARY 28, 1998 4,000,000 4,000 50 (4,050) ( 0)
ISSUANCE OF
2,000,000
SHARES
DECEMBER 17, 1998 2,000,000 2,000 18,000 0 20,000
NET LOSS FOR
THE YEAR ENDED
FEBRUARY 28, 1999 0 0 1,200 (33,650) (32,450)
----------------------------------------------------------------
BALANCE
FEBRUARY 28, 1999 6,000,000 $6,000 $19,250 $37,700 $12,450
The accompanying notes are an integral part of these financial statements.
/TABLE
MCC CATERING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1999
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Description of Company
MCC Catering, Inc. ("the Company") is a for profit corporation
incorporated under the laws of the State of Delaware on December
31, 1996. MCC Catering's principal objective is to identify,
develop a chain of fast food outlets throughout cities in the
United Kingdom.
B. Basis of Presentation
Financial statements are prepared on the accrual basis of
accounting. Accordingly, revenue is recognized when earned and
expenses when incurred.
C. Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company
considers all short-term investments with maturity of three
months or less to be cash equivalents.
D. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that, affect certain reported
amounts and disclosures. Accordingly actual results could differ
from these estimates. Significant estimates in the financial
statements include the assumption that the Company will continue
as a going concern. See Note 3.
NOTE 2 - USE OF OFFICE SPACE
The Company uses 250 square feet of space for its executive
offices at City Tower, 40 Basinghall Street, London, UK which it
receives from one of its shareholders at no cost beginning
September 1, 1998. The fair market value of this office is $200
per month which is reflected as an expense with a corresponding
credit to contributed capital.
NOTE 3 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional, capital, and ultimately, having net income.
The Company established its office in London, UK in September
1998. The Company's limited operating history, including its
losses and no revenues, primarily reflected the operations of its
early stage.
As a result, the Company had from time of inception to February
28, 1999 no revenue and a net loss from operations of $37,700.
As of February 28, 1999, the Company had a net capital deficiency
of $12,450.
The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with the
start up and trading of its retail outlets. It is not
anticipated that the Company will be able to meet its financial
obligations through internal net revenue in the foreseeable
future. MCC Catering Inc., does not have a working capital line
of credit with any financial institution. Therefore, future
sources of liquidity will be limited to the Company's ability to
obtain additional debt or equity funding. The Company anticipates
that its existing capital resources will enable it to maintain
its current implemented operations for at least 12 months;
however, full implementation of its business plan is dependent
upon its ability to raise substantial funding. Management's plan
is to move the Company toward profitability within five years.
NOTE 4 - EARNINGS PER SHARE
For the Year From Inception
Ended To
February 28, 1999 February 28, 1999
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Net Loss per share $(0.00) $(0.01)
Item 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
No changes in and disagreements with accountants on accounting
and financial disclosure.
Item 15. FINANCIAL STATEMENTS, EXHIBITS AND
REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS
The Following financial statements are filed as part of this
registration statement:
Balance Sheet
Statement of Loss
Statement of Cash Flows
Statement of Shareholders' Equity (Deficit)
Selected Financial Data
(B) EXHIBITS AND INDEX OF EXHIBITS
The following exhibits are included in Item 13(c). Other
exhibits have been omitted since the required information is not
applicable to the registrant.
EXHIBIT
3 Certificate of incorporation and by-laws
11 Statement regarding computation of per share
earnings
27 Financial Data Schedule
(C) REPORTS ON FORM 8-K
No Report on Form 8-K was filed during the fourth quarter of the
period for which this Annual Report is filed.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
MCC CATERING INC.
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(Registrant)
Date: April 26, 1999
By: /s/ B. R. Parker
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President