UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-12G/A
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
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(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) 990-6407
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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 seeks 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 ordered within
one (1) minute of queing and served within three (3) minutes and
immaculately clean kitchen and eating areas.
The Company's restaurant concept is to provide a better and
different alternative to the regular fast food "burger and
sandwiches chain" which are currently marketed by large national
chains such as McDonald's and Burger King. The key features that
exist between the national themes will be a quick efficient
service which will permit customers to have their food served
within three (3) minutes. The menu selection will also be far
greater than that in existing fast food restaurant chains and
will focus on the Asian food concept. The Company intends to
price its products in accordance with that of the existing
restaurant chains. The location of the restaurants, its service,
selection and prices will be tantamount to the Company's success.
The Company conducted research to assess its competition and the
market demand for its Asian food concept. The Company evaluated
the products, service and prices of its main competitors in the
United Kingdom: McDonald's, Burger King, Wimpy and Kentucky Fried
Chicken. The Company determined that consumers were offered
limited choices at all these restaurants. The first three
offered burgers, in a limited variety of forms, along with a
small selection of other foods. The fourth offered solely fried
chicken with a very abbreviated selection of other foods. The
average price for a meal in McDonald's was $5, Burger King $6,
Wimpy $5 and Kentucky Fried Chicken $7. Based on its research,
the Company determined that the market was lacking a fast food
restaurant concept which offered consumers a variety of choices
and foods which were not limited to either burgers or chicken.
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.
The old management resigned on January 4, 1998 and were replaced
by the current management of B.R. Parker and Linden Boyne. None
of the officers and executives of the old management remained in
place once new management took over the operation of the Company.
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 Company's December 1998 private
placement was fully successful by reason of the fact that all
shares offered under the placement were subscribed to. The
company was able to raise enough funds to finance its research as
was planned at that time.
New management assessed the fast food restaurant market available
in the United Kingdom and determined that there was no fast food
chain which offered Asian foods. Some of the most popular foods
currently eaten by consumers in the United Kingdom are Indian,
Chinese and Thai. Management's research further determined that
there existed in the United Kingdom a significant amount of
Indian, Chinese and Thai restaurants which were operating
successfully. As a result, management believed that a successful
business concept would be to create a fast food restaurant
concept based upon the three Asian foods. The Company has not
decided whether to create a restaurant which incorporates all
three Asian food themes or to create separate restaurants for
each of the three Asian food groups. Factors which management
will consider in such a determination will center on the cost
involved in consolidating all three Asian food groups into one
restaurant and the appeal such a concept would have to the
consumer.
The Company intends to acquire or complete a business acquisition
after it has developed its fast food chain concept and conducted
sufficient research to identify the structure, organization and
operation of its organization. Once the fast food chain concept
has been developed, then the acquired businesses will be
integrated into the Company's concept. It should be understood
that the Company will undertake to make such acquisitions once it
has raised sufficient funds. There is no guarantee however that
the Company will raise sufficient funds or that its business plan
will succeed.
There have been no test restaurants opened or operated by the
Company as yet and the Company has not tested its concept on
London consumers.
The fast food industry is a highly competitive market which is
dominated in the United Kingdom by McDonald's, Burger King, Wimpy
and Kentucky Fried Chicken. Low prices and satisfactory quality
are demanded by consumers and provided by these companies.
Notwithstanding this, the Company expects to distinguish itself
from these companies by providing an Asian fast food chain
concept which is currently not available in the United Kingdom.
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'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 has not decided
whether to create a restaurant which incorporates all three Asian
food themes or to create separate restaurants for each of the
three Asian food groups. Factors which management will consider
in such a determination will center on the cost involved in
consolidating all three Asian food groups into one restaurant and
the appeal such a concept would have to the consumer. 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.
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.
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 and develops its Asian food concept. At that time,
management will evaluate the possible effects of inflation on the
Company as it relates to its business and operations.
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 intends to offer shareholders, officers and/or
directors of the Company the same terms of sale of its shares 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 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.
The Company believes that its management's successful business
acumen and its unique Asian fast food concept will attract
potential businesses for the purpose of forming an alliance and
developing the concept further. There can be no guarantee or
assurance however that the Company will be able to attract
another entity for such purposes. There is also no guarantee or
assurance that any other entity will be willing to sell its
assets or business for the Company's common stock in order to
merge with the Company since the Company's common stock has no
trading market and very little market value.
The Company has not located any probable candidates to form an
alliance or conduct a merger because it is still seeking to
identify probable locations to open a test restaurant, and to
develop its business. While the Company is doing this,
management believes that it would not be advantageous to seek to
engage in any substantive discussion with potential candidates.
Management would rather identify its preferred site of operations
prior to engaging into any discussions with other entities for
the purpose of forming an alliance or conducting a 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
develop its concept and locate a business acquisition in order to
maximize the benefit of ownership by shareholders in the Company.
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.
The Company anticipates that its capital resources, as provided
through its arrangement with Glen Investments, will permit the
company to maintain its current implemented operations for at
least twelve (12) months. Glen Investments has indicated to the
Company that it will advance up to $75,000.00 to cover the
Company's financial obligations. Subsequent to that, there is no
guarantee or assurance that Glen Investments will advance the
Company any further funds or that the Company will be able to
raise any additional funds to meet its financial obligations.
In the event the Company is unable to raise additional funds
through debt or equity funding, the Company will seek to
consummate a merger with another entity to take over the
Company's operations and to finance the Company's business plan.
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.
The Company will inquire, assess and determine the effects of the
Year 2000 problem on any entity which the Company seeks to form
and alliance or merger. In the event the Company determines that
such entity has not taken sufficient steps to resolve or address
the Year 2000 problem, than the Company will consider such
actions or omissions accordingly and decided whether it will
proceed to engage in any business relationship with such entity.
SELECTED FINANCIAL DATA SCHEDULE
MCC CATERING INC.
(A Development Stage Company)
FINANCIAL DATA SCHEDULE
FOR THE YEAR ENDED FEBRUARY 28, 1999
As of
Feb. 28, 1999
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Cash and Cash Items $ 0
Marketable Securities 0
Notes and Accounts Receivable 0
Allowances for doubtful accounts 0
Inventory 0
Total Current Assets 0
Property, plant and equipment 0
Accumulated depreciation 0
Total assets 0
Total current liabilities 12,450
Bonds, mortgages and debt 0
Preferred stock - redemption 0
Common stock 6,000
Other stockholders' equity (18,450)
Total Liabilities and
Stockholders' equity 0
For the Year From Inception
Ended To
Feb. 28, 1999 Feb. 28, 1999
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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)
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%
25 Turnbulls Lane
Gibraltar
Bradwall Ltd. 1,000,000 16.7%
S8 Int'l Business Centre
Casemates, Main Street
Gibraltar
Astrid Property Holdings 750,000 12.5%
25 Turnbulls Lane
Gibraltar
Grademore Analysis Ltd. 740,000 12.3%
168 Church Road
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.
The aggregate amount of common stock held by all officers and
directors as a group is 296,000 shares of common stock
representing 5.2% of all outstanding shares.
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.
Messrs. Boyne and Parker possess a management style which
welcomes input from shareholders and which allows them to obtain
various perspectives on the Company's efforts and activities.
Notwithstanding such input, Messrs. Boyne and Parker oversee the
day to day and long term activities of the Company based upon
their best business judgment and management expertise. 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.
Set forth below is certain biographical information and
exeperience regarding the Company's executive officers and
directors:
Linden Boyne joined NSS Newsagents plc in 1973 as a Regional
Manager in charge of 220 stores and was subsequently appointed to
the Board in 1978 and became Retail Managing Director in 1990
with responsibility for 550 branches. Mr. Boyne resigned from
NSS Newsagents in 1986 when the Group was taken over by Gallahers
for GBP85 million. Since 1991 he has been Secretary of a number
of companies principally Rosegold Ltd. Shopfittes. Rosegold
Ltd., Shopfittes, is an entity whose major business is preparing
stores to open for trade and revamping and renovating old stores.
Mr. Boyne is the secretary of Rosegold Ltd., Shopfittes,
Alexander Wolfe, Inc., London Software Industries Inc.,
Westminster Auto Retailers Inc., and Health 421.com, Inc. The
position of Secretary eentails ensuring that the corporate and
financial records of the Company as well as the board minutes and
statutory returns are kept up to date at all times.
B.R. 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. Basil Parker joined NSS Newsagents plc
in 1979 and, after being its Area Supervisor and Area Manager,
was appointed to the Marketing Department in 1984 with
responsibility for new projects and business expansion. NSS
Newsagents was actively moving into Niche markets and specialist
areas at that time. He also resigned from the company after it
was taken over by Gallahers in 1986. Since that time, Mr. Boyne
has been involved in the assisting businesses in integrating
their reporting and operating systems.
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. There are currently no compensation arrangements
between the directors and the Company. Additionally, the Company
has not provided any compensation to any executive officer or
director of the Company within the last two years.
There are two directors of the Company: Basil Parker and Linden
Boyne.
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: None.
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.
There is currently no public trading market for the Company's
common stock.
Item 10. RECENT SALES OF UNREGISTERED SECURITIES
The Company in December 1998 sold 2,000,000 shares of common
stock through a private placement made pursuant to Rule 504 of
Regulation D of the Securities Act of 1933. The shares were
subscribed to under the private placement to both accredited and
non-accredited investors. The offering price was $.001 per share
with an aggregate offering price of $2,000.00. At the time of
the offering, the Company was non-reporting. The Company's
transaction and placement of these shares was exempted from
registration pursuant to Rule 504 of Regulation D of the
Securities Act of 1933.
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED
The Company has 25,000,000 shares of voting common stock
authorized, par value $.001, with 6,000,000 shares of voting
common stock outstanding with full dividend rights. There are no
sinking fund provisions, no redemption provisions, no liquidation
rights, no preemption rights and no shareholder lock-up
agreements. The rights of shareholders may not be modified other
than by a vote of a majority or more of the shares outstanding.
Shareholders have full dividend rights. The Board of Directors
may declare and pay dividends to shareholders from time to time
and to such extent as they deem advisable, in the manner and upon
the terms and conditions provided by statute and the Certificate
of Incorporation. Before payment of any dividend, there may be
set aside out of the net profits of the corporation such sum or
sums as the directors, from time to time, in their discretion,
think proper as a reserve fund to meet contingencies or for such
purpose as the directors think are conducive to the interests of
the Company. Given that the Company is in a developmental stage,
the Company does not foresee paying dividends in the foreseeable
future.
The Securities and Exchange Commission regulations generally
define a penny stock to be an equity security that has a market
price of less than $5.00 per share, subject to certain
exceptions. Such exceptions include any equity security listed on
NASDAQ or a national securities exchange and any equity security
issued by an issuer that has (i) net tangible assets of at least
$2,000,000, if such issuer has been in continuous operation for
three years, (ii) net tangible assets of at least $5,000,000, if
such issuer has been in continuous operation for less than
three years, or (iii) average annual revenue of at least
$6,000,000, if such issuer has been in continuous operation for
less than three years. Unless an exception is available, the
regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated therewith. The
impact of the regulations applicable to penny stocks on the
Company's securities is to reduce the market liquidity of the
Company's securities by limiting the ability of broker/dealers to
trade the Company's securities and the ability of purchasers of
the Company's securities to sell their securities in the
secondary market. The low price of the Company's Common Stock
also has a negative effect on the amount and percentage of
transaction costs paid by individual shareholders and the
potential ability of the Company to raise additional capital by
issuing additional shares. The primary reasons for these effects
include the internal policies of certain institutional
investors that prohibit the purchase of low-priced stocks, the
fact that many brokerage houses do not permit low-priced stocks
to be used as collateral for margin accounts or to be purchased
on margin and certain brokerage house policies and practices that
tend to discourage individual brokers from dealing in low-priced
stocks. In addition, since broker's commissions on low-priced
stocks represent a higher percentage of the stock price than
commissions on higher priced stocks, the current low share price
of the Common Stock results in individual shareholders paying
transaction costs that are a higher percentage of their total
share value than would be the case if the Company's share price
were substantially higher.
The Company's stock may be considered penny stock under this
definition and it may be subject to the restrictions on
broker/dealer trades of penny stock which may in turn limit the
trading market for the Company's stock and thereby depress the
price of the Company's stock.
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification of Directors and Officers of the Company are
provided under Section XI of the Company's By-laws, a copy of
which is attached hereto as an Exhibit 3. Any person actuing as
a director, officer or employee of the Company shall be
indemnified and held harmless by the Corporation to the fullest
extent authorized by Delaware General Corporation Law against all
expense, liability and loss. Additionally, Delaware General
Corporation Law provides for the indemnification of Directors and
Officers performing duties at the request of the Company.
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
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.
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.
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.
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 operation 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 it will be able 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.
The Company anticipates that its capital resources, as provided
through its arrangement with Glen Investments, will permit the
company to maintain its current implemented operations for at
least twelve (12) months. Glen Investments has indicated to the
Company that it will advance up to $75,000.00 to cover the
Company's financial obligations. Subsequent to that, there is no
guarantee or assurance that Glen Investments will advance the
Company any further funds or that the Company will be able to
raise any additional funds to meet its financial obligations.
In the event the Company is unable to raise additional funds
through debt or equity funding, the Company will seek to
consummate a merger with another entity to take over the
Company's operations and to finance the Company's business plan.
There is no assurance that the Company will be able to find
another company with which to merge.
NOTE 4 - EARNINGS PER SHARE
For the Year From Inception
Ended To
February 28, 1999 February 28, 1999
---------------------------------------
Net Loss per share $(0.00) $(0.01)
MCC CATERING, INC.
(A Development Stage Company)
BALANCE SHEET (unaudited)
FEBRUARY 28, 1998
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 $ 50
Accrued Expenses 0
-----------
Total Current Liabilities $ 50
Other Liabilities 0
-----------
Total Liabilities $ 50
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding 4,000,000
Shares 4,000
Additional Paid in Capital 0
Deficit Accumulated During
the Development Stage (4,050)
----------
Total Stockholders' Equity ( 50)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 0
The accompanying notes are an integral part of these financial
statements
MCC CATERING, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS (unaudited)
FOR THE YEAR ENDED FEBRUARY 28, 1998
For the Year From
Ended Inception to
February 28, 1998 February 28, 1998
------------- -------------
TOTAL REVENUES: $ 0 $ 0
---------- ----------
OPERATING EXPENSES:
Accounting 0 0
Filing Fee 50 50
Other Start Up Costs 4,000 4,000
---------- ----------
Total Operating Expenses 4,050 4,050
---------- ----------
Operating Loss $( 4,050) $( 4,050)
---------- ----------
OTHER INCOME (EXPENSES):
Other Income 0 0
---------- ----------
NET LOSS $( 4,050) $( 4,050)
NET LOSS PER SHARE $ (0.001) $(0.001)
---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 4,000,000 4,000,000
---------- ----------
The accompanying notes are an integral part of these financial
statements.
MCC CATERING, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (unaudited)
FOR THE YEAR ENDED FEBRUARY 28, 1998
For the Year From
Ended Inception to
February 28, 1998 February 28, 1998
----------------- -----------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $( 4,050) $( 4,050)
-------- --------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Changes in Assets and
Liabilities Increase in
Accounts Payable and Accrued
Expenses 0 0
-------- --------
Total Adjustments 0 0
-------- --------
Net Cash Used in
Operating Activities ( 4,050) ( 4,050)
-------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Additional Paid In Capital 0 0
Proceeds from Insurance of
Common Stock 4,000 4,000
-------- --------
Net Cash Provided by
Financing Activities 4,000 4,000
-------- --------
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.
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-in Cap 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)
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.
- ----------------------
(Registrant)
Date: June 23, 1999
By: /s/ B. R. Parker
----------------------
President