CONFORMED COPY FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 QUARTERLY REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For Quarter ended June 30, 2001 CENTURY PARK PICTURES CORPORATION (Exact name of registrant as specified in its charter) Minnesota 0-14247 41-1458152 --------- ---------------------- ---------- (State of Incorporation) (Commission File Number) (IRS ID Number) 4701 IDS Center, Minneapolis, Minnesota 55402 --------------------------------------- ----- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (612) 333-5100 ------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve (12) months and (2) has been subject to such filing requirements for the past ninety (90) days. _X_ Yes ___ No As at June 30, 2001, 9,886,641 common shares, $.001 par value, were outstanding. Page 1 of 5
PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. This information is included following "Index to Consolidated Financial Statements". ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. OPERATIONS Quarter Ended June 30, 2001 compared to Quarter Ended June 30, 2000. Operations consisted primarily of administrative expenses and interest expense. Administrative expenses, which were primarily legal and accounting fees in 2001, were $10,850 for 2001 compared to $24 for 2000. Interest expense was $12,875 for 2001 and $12,873 for 2000, representing interest accruing on notes payable. Quarter Ended June 30, 2000 compared to Quarter Ended June 30, 1999. Operations consisted primarily of administrative expenses and interest expense. Administrative expenses, which were primarily bank charges in 2000, were $24 for 2000 compared to $730 for 1999. Interest expense was $12,873 for 2000 and $15,000 for 1999, representing interest accruing on notes payable. LIQUIDITY AND SOURCES OF CAPITAL Cash used in operating activities of continuing operations for the nine-month period ended June 30, 2001, was $13,878 compared to $72 for the comparable prior year period. The primary use of cash in operating activities during the current year was the payment of legal and accounting fees. Cash flows from investing and financing activities during the nine-month period ended June 30, 2001, consisted of advances from the Company's CEO totaling $13,845. At June 30, 2001, the Company had a working capital deficit of ($1,334,828) and no cash. The working capital deficit at June 30, 2001, was primarily comprised of notes payable of $400,000, accounts payable and accrued expenses of $567,409, and accrued compensation of $354,500. Approximately $302,000 of the accounts payable and accrued expenses relate to The Pike. Management believes that a significant portion of these obligations would be discharged upon liquidation as discussed below. The Company intends to continue to seek out potential acquisitions. It is probable that any significant acquisitions would require long-term financing. However, there are no assurances that the Company will complete any acquisitions or that it will obtain financing under terms acceptable to the Company. Page 2 of 5
The Company had no material commitments for capital expenditures as of June 30, 2001 and capital expenditures for the remainder of fiscal 2001 are expected to be immaterial. During the quarter ended March 31, 1996, the Company finalized the acquisition of an arena football franchise under a lease with an option to purchase the franchise. During fiscal year 1996 such franchise was operated through a wholly owned subsidiary, Minnesota Arena Football, Inc. (The Pike). During the third and fourth fiscal quarters of fiscal year 1996, The Pike failed to generate the anticipated cash flow. Consequently, during such quarters the Company's CEO advanced approximately $206,000 and the Company raised additional financing from outside sources of approximately $400,000. The financing raised from outside sources is currently payable, and is secured by the common stock of Minnesota Arena Football, Inc. Management anticipates such financing will be converted into the Company's common stock. However, there are no assurances that such financing will be converted into the Company's common stock. Throughout much of the third and fourth fiscal quarters of fiscal 1996, management attempted to sell its interest in the arena football franchise. Failing to do so, the option expired. Accordingly, The Pike has ceased operations. Management is evaluating the appropriate course of action for The Pike, which will most likely be liquidated either in or out of bankruptcy court. The Company's independent auditors issued their opinion on the consolidated financial statements as of September 30, 2000, wherein they added an additional paragraph which raised substantial doubt as to the Company's ability to continue as a going concern. This doubt was raised primarily due to recurring losses from operations, the Company's stockholders' deficit of $1,282,326 as of September 31, 2000, and to no ongoing operations. Currently, the Company has no specific viable plans intended to mitigate the effect of such conditions, other than its plans to acquire a company that will generate sufficient cash flows for continued existence. Page 3 of 5
PART II ITEM 1. LEGAL PROCEEDINGS. NONE ITEM 2. CHANGES IN SECURITIES. NONE ITEM 3. DEFAULTS UPON SENIOR SECURITIES. NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. NONE ITEM 5. OTHER INFORMATION. NONE ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K. NONE 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. Dated as of September 10, 2001. CENTURY PARK PICTURES CORPORATION By: /s/Thomas K. Scallen Thomas K. Scallen Chief Executive Officer Page 4 of 5
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 1. Consolidated Balance Sheets F-1 2. Consolidated Statements of Operations F-2 3. Consolidated Statements of Cash Flows F-3 4. Notes to Consolidated Financial Statements F-4 Page 5 of 5
CENTURY PARK PICTURES CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS June 30, 2001 and September 30, 2000 (Unaudited) ASSETS June 30, September 30, 2001 2000 ----------- ----------- CURRENT ASSETS Cash $ -- $ 33 Prepaid expenses 926 926 ----------- ----------- Total current assets 926 959 ----------- ----------- PROPERTY AND EQUIPMENT, at cost Furniture and fixtures 94,077 94,077 ----------- ----------- 94,077 94,077 Less accumulated depreciation 94,077 94,077 ----------- ----------- -- -- ----------- ----------- $ 926 $ 959 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Notes payable $ 400,000 $ 400,000 Due to related parties 13,845 -- Accounts payable 279,686 279,686 Accrued compensation 354,500 354,500 Accrued expenses 287,723 249,099 ----------- ----------- Total current liabilities 1,335,754 1,283,285 ----------- ----------- STOCKHOLDERS' EQUITY (DEFICIT) Common stock, par value $.001 per share; authorized 200,000,000 shares; issued and outstanding 9,886,641 shares; 9,887 9,887 Additional paid in capital (Note 4) 6,168,281 6,168,281 Accumulated deficit (7,512,996) (7,460,494) ----------- ----------- (1,334,828) (1,282,326) ----------- ----------- $ 926 $ 959 =========== =========== See Notes to Consolidated Financial Statements. F-1
CENTURY PARK PICTURES CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS For the Three-Month and Nine-Month Periods Ended June 30, 2001 and 2000 (Unaudited) <TABLE> <CAPTION> Three-Month Periods Nine-Month Periods 2001 2000 2001 2000 ----------- ----------- ----------- ----------- <S> <C> <C> <C> <C> Operating Expenses General and administration $ 10,850 $ 24 13,877 71 ----------- ----------- ----------- ----------- Operating loss (10,850) (24) (13,877) (71) Interest expense (12,875) (12,873) (38,625) (38,619) ----------- ----------- ----------- ----------- Income (loss) before income taxes (23,725) (12,897) (52,502) (38,690) Income taxes (Note 3) -- -- -- -- ----------- ----------- ----------- ----------- Net income (loss) $ (23,725) $ (12,897) $ (52,502) $ (38,690) =========== =========== =========== =========== Net income (loss) per share of common stock $ (0.00) $ (0.00) $ (0.01) $ (0.00) =========== =========== =========== =========== Weighted average number of common shares 9,886,641 9,886,641 9,886,641 9,886,641 =========== =========== =========== =========== </TABLE> See Notes to Consolidated Financial Statements F-2
CENTURY PARK PICTURES CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine-Month Periods Ended June 30, 2001 and 2000 (Unaudited) 2001 2000 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (52,502) $ (38,690) Adjustments to reconcile net loss to cash provided by operating activities: Increase (Decrease) in- Accounts payable and accrued expenses 38,624 38,618 --------- --------- Net cash provided by (used in) operating activities (13,878) (72) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in due to/from related parties 13,845 100 --------- --------- Net cash provided by (used in) financing activities 13,845 100 --------- --------- Net increase (decrease) in cash (33) 28 Cash, beginning of period 33 29 --------- --------- Cash, end of period $ -- $ 57 ========= ========= See Notes to Consolidated Financial Statements. F-3
CENTURY PARK PICTURES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Basis of Presentation: The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and disclosures necessary for a fair presentation of results of operations, financial position, and consolidated cash flows in conformity with generally accepted accounting principles. However, such statements do reflect, in the opinion of management of the Company, all adjustments, consisting of only normal recurring accruals, necessary for a fair presentation of the results of operations for these periods. F-4