Delaware
|
95-2639686
|
(STATE
OR OTHER JURISDICTION OF INCORPORATION)
|
(I.R.S.
EMP I.D. NO)
|
5737
Kanan Rd. PMB # 188, Agoura Hills, California
|
91301
|
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
|
(ZIP
CODE)
|
Common
stock, par value $1
|
1,222,905
|
|
(Class)
|
Outstanding
at March 31, 2006
|
PART
I: FINANCIAL INFORMATION
|
PAGE
NO.
|
|
Item
1: Financial Statements
|
||
Consolidated
Balance Sheets
|
||
March
31, 2006 and December 31, 2005
|
3
|
|
Consolidated
Statements of Operations
|
||
Three
Months Ended March 31, 2006 and 2005
|
4
|
|
Consolidated
Statements of Cash Flows
|
||
Three
Months Ended March 31, 2006 and 2005
|
5
|
|
Notes
to Consolidated Financial Statements
|
6
|
|
Item
2: Management's Discussion and Analysis
|
||
of
Financial Condition and Results of Operations
|
7
|
|
PART
II: OTHER INFORMATION
|
||
Item
1: Legal Proceedings
|
8-9
|
|
Item
5: Other Information
|
9
|
|
Item
6: Exhibits and Reports on Form 8-K
|
10
|
|
SIGNATURES
|
11
|
MARCH
31,
|
|
|
DECEMBER
31,
|
|
|||
|
|
|
2006
|
|
|
2005
|
|
|
(Unaudited)
|
|
|||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|||||||
Cash
|
$
|
62,000
|
$
|
7,000
|
|||
Accounts
receivable, net
|
4,000
|
-
|
|||||
Prepaid
expenses and other current assets
|
1,000
|
24,000
|
|||||
TOTAL
CURRENT ASSETS
|
67,000
|
31,000
|
|||||
Real
estate investments, net
|
457,000
|
812,000
|
|||||
Investment
in partnership
|
16,000
|
16,000
|
|||||
TOTAL
ASSETS
|
$
|
540,000
|
$
|
859,000
|
|||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Notes
payable to stockholders
|
$
|
2,054,000
|
$
|
2,338,000
|
|||
Accounts
payable and accrued expenses
|
148,000
|
287,000
|
|||||
Environmental
reserve
|
115,000
|
115,000
|
|||||
Interest
payable to related parties
|
1,685,000
|
1,651,000
|
|||||
Deposits
|
385,000
|
374,000
|
|||||
TOTAL
CURRENT LIABILITIES
|
4,387,000
|
4,765,000
|
|||||
LONG
TERM LIABILITIES
|
|||||||
Environmental
reserve
|
1,070,000
|
1,220,000
|
|||||
TOTAL
LIABILITIES
|
5,457,000
|
5,985,000
|
|||||
STOCKHOLDERS’
DEFICIT:
|
|||||||
Preferred
stock, par value $1 per share:
|
|||||||
Authorized,
1,000,000 shares; none issued
|
|||||||
Common
stock, par value $1 per share;
|
|||||||
Authorized,
6,000,000 shares, issued
|
|||||||
1,414,217
shares
|
1,414,000
|
1,414,000
|
|||||
Capital
surplus
|
17,209,000
|
17,209,000
|
|||||
Accumulated
deficit
|
(22,779,000
|
)
|
(22,988,000
|
)
|
|||
(4,156,000
|
)
|
(4,365,000
|
)
|
||||
Less
common stock in treasury, 191,312 shares (at cost)
|
(761,000
|
)
|
(761,000
|
)
|
|||
TOTAL
STOCKHOLDERS’ DEFICIT
|
(4,917,000
|
)
|
(5,126,000
|
)
|
|||
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
540,000
|
$
|
859,000
|
|
|
Three
Months Ended
MARCH
31
|
|
||||
|
|
|
2006
|
|
|
2005
|
|
REVENUES:
|
|||||||
Net
revenue
|
$
|
749,000
|
$
|
4,000
|
|||
TOTAL
REVENUE
|
$
|
749,000
|
$
|
4,000
|
|||
COSTS
AND EXPENSES:
|
|||||||
Cost
of real estate sold
|
355,000
|
-
|
|||||
Selling,
general and administrative expenses
|
126,000
|
66,000
|
|||||
Interest
expense
|
59,000
|
54,000
|
|||||
TOTAL
COSTS AND EXPENSES
|
540,000
|
120,000
|
|||||
NET
INCOME/(LOSS)
|
$
|
209,000
|
$
|
(116,000
|
)
|
||
NET
INCOME/(LOSS) PER SHARE, COMMON
|
$
|
0.17
|
$
|
(0.09
|
)
|
||
FULLY
DILUTED
|
$
|
0.17
|
$
|
(0.09
|
)
|
||
Weighted
average number of Common shares outstanding
|
1,222,905
|
1,222,905
|
Three
Months Ended
March
31,
|
|||||||
2006
|
|
|
2005
|
||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net
income/(loss)
|
$
|
209,000
|
$
|
(116,000
|
)
|
||
Adjustments
to reconcile net income/(loss) to net cash provided by/(used in)
operating
activities:
|
|||||||
Changes
in operating assets and liabilities:
|
|||||||
Short
and long-term accounts receivable, net
|
(4,000
|
)
|
(4,000
|
)
|
|||
Prepaid
expenses and other current assets
|
23,000
|
28,000
|
|||||
Real
estate investments
|
355,000
|
-
|
|||||
Accounts
payable and accrued expenses
|
(95,000
|
)
|
47,000
|
||||
TOTAL
ADJUSTMENTS
|
279,000
|
71,000
|
|||||
NET
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
|
488,000
|
(45,000
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Short-term
debt borrowings from related party
|
86,000
|
44,000
|
|||||
Repayment
of borrowings
|
(369,000
|
)
|
-
|
||||
Repayment
of environmental reserve
|
(150,000
|
)
|
-
|
||||
Capital
contributions
|
-
|
1,000
|
|||||
NET
CASH (USED IN)/PROVIDED BY FINANCING ACTIVITIES
|
(433,000
|
)
|
45,000
|
||||
NET
CHANGE IN CASH AND CASH EQUIVALENTS
|
55,000
|
-
|
|||||
CASH,
BEGINNING OF PERIOD
|
7,000
|
4,000
|
|||||
CASH,
END OF PERIOD
|
$
|
62,000
|
$
|
4,000
|
NOTE 1: |
In
the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present
fairly
the financial position at March 31, 2006, the results of operations
and
changes in cash flows for the three months then
ended.
|
NOTE 2: |
The
results of operations for the three months ended March 31, 2006 as
compared to the results of 2005 are not necessarily indicative of
results
to be expected for the full year.
|
ITEM 2: |
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
Exhibit 31.1, |
Sarbanes-Oxley
Act Section 302 Certification
|
Exhibit 32.1, |
Certification
of CEO and CFO
|
|
|
|
Date: June 13, 2006 | By: | /s/ Michael P. Frawley |
Michael P. Frawley |
||
(Authorized Officer and CEO and Chairman of the Board) |