FORM 10-QSB.
QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE
ACT OF 1934
(AS LAST AMENDED BY 34-2231, EFF. 6/3/93.)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission file number 0-27786
ALTHOUSE, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 76-0499091
(State or other jurisdiction of (IRS. Employer
incorporation or organization) Identification No.)
1415 Louisiana, Suite 3100 Houston, Texas 77002
(Address of principal executive offices)
(Issuer's telephone number) (713) 658-1142
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 No X
*
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. YesNo
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: August 26, 1996 - Common
stock, par value $.001, 1,200,000
(Amended by Exch Act Rel No. 31905, eff 4/26/93.)
Transitional Small Business Disclosure Format (Check one): Yes X No
(Added by Exch Act Rel No. 31905, eff 4/26/93.)
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, therunto duly
authorized.
Althouse Inc.
Date A.W.Dugan, President
- - Filed Form 10-QSB as soon as possible after receiving notice that
Althouse, Inc. became a reporting company.
<PAGE>
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed balance sheets--March 31, 1996 and December 31, 1995.
Condensed statements of operations--Three months ended March 31, 1996.
Condensed statements of cash flows--Three months ended March 31, 1996.
Notes to condensed financial statements--Three months ended March 31, 1996.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Not Applicable
PART II. OTHER INFORMATION
Not Applicable
SIGNATURES
- -
ALTHOUSE, INC.
FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 1996
--ooOoo--
C 0 N T E N T S
Page
Accountants' Compilation Report...........................................2
Balance Sheets............................................................3
Statement of Operations...................................................4
Statement of Cash Flows...................................................5
Notes to Financial Statements..........................................6-7
--ooOoo--
To the Board of Directors
Althouse, Inc.
Houston, Texas
We have compiled the accompanying balance sheets of Althouse, Inc. as of March
31, 1996 and December 31, 1995, and the related statement of operations and
cash flows for the three months ended March 31, 1996, in accordance with
Statements on Standards for Accounting and Review Services established by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not
express an opinion or any other form of assurance on them.
Management has elected to include limited footnote disclosures as provided by
generally accepted accounting principles for interim financial information and
the instructions to Form 10-Q and Article 10 of Regulations S-X. Accordingly,
they do not include all of the information required by generally accepted
accounting principles for complete financial statements. If the omitted
disclosures were included in the financial statements, they might influence
the user's conclusions about the Company's financial position, results of
operations, and cash flows. Accordingly, these financial statements are not
designed for those who are not informed about such matters.
The Company liquidated virtually all of its assets prior to and during 1992
and has been substantially inactive since that time.
Houston, Texas
August 22, 1996
-2-
<PAGE>
ALTHOUSE, INC.
BALANCE SHEETS
ASSETS
March 31, December 31,
1996 1995
(Unaudited) Note
TOTAL ASSETS $ -0- $ -0-
LIABILITY AND SHAREHOLDERS' DEFICIT
EXCISE TAX LIABILITY $ 36 $ 23
SHAREHOLDERS' DEFICIT
Preferred stock, $.001 par value, 100,000
shares authorized, no shares issued;
dividends and other rights of the
preferred stock to be determined by the
Board of Directors as the shares are issued -0- -0-
Common stock, $.001 par value, 4,000,000
shares authorized and 1,200,000 shares
issued and outstanding 1,200 1,200
Additional paid-in capital 896,517 896,517
Retained deficit (897,753) (897,740)
(36) (23)
TOTAL LIABILITY AND SHAREHOLDERS' DEFICIT $ -0- $ -0-
NOTE: The balance sheet at December 31, 1995 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
See accountants' compilation report and accompanying notes.
-3-
<PAGE>
ALTHOUSE, INC.
STATEMENT OF OPERATIONS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 1996
REVENUE $ -0-
EXPENSES
Oregon state excise taxes 13
13
NET LOSS $ (13)
LOSS PER COMMON SHARE $ NIL
See accountants' compilation report and accompanying notes.
-4-
<PAGE>
ALTHOUSE, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (13)
Adjustments to reconcile net loss to net
cash used by operating activities:
Change in operating assets and liabilities:
Excise tax liability 13
Total adjustments 13
Net cash used by operating activities -0-
NET INCREASE (DECREASE) IN CASH -0-
CASH AT BEGINNING OF YEAR -0-
CASH AT END OF YEAR $ -0-
See accountants' compilation report and accompanying notes.
-5-
<PAGE>
ALTHOUSE, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 1996
NOTE A BASIS OF PRESENTATION AND DESCRIPTION OF ENTITY
The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulations S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended March 31, 1996 is not necessarily indicative of the results that may be
expected for the year ended December 31, 1996.
Althouse Placers, Inc. was incorporated in the State of Oregon in 1981 for the
purpose of, among other things, the manufacturing of mining equipment, mining
of gold, silver and other valuable ore and minerals, placer mining,
acquisitions and sales of real property, sale of timber and timber rights, and
other related purposes.
Effective December 1, 1995, Althouse Placers, Inc. was merged into Althouse,
Inc., a Delaware corporation (the Company). Pursuant to the Plan and
Agreement of Merger dated September 1, 1995, one common share of Althouse,
Inc. was issued in exchange for each fifty shares of Althouse Placers, Inc.
resulting in a total of 448,800 shares issued and outstanding of the 4,000,000
shares, $.001 par value, authorized upon the effective date of the merger.
On December 29, 1995, 751,200 shares were issued to affiliates of a
controlling stockholder in consideration for the payment of expenses in the
amount of $2,701 incurred in connection with the reincorporation in Delaware.
The merger has been accounted for as a pooling of interests and the balances
and activity of both merged entities is included in the accompanying financial
statements.
See accountants' compilation report.
-6-
<PAGE>
ALTHOUSE, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 1996
NOTE B FEDERAL INCOME TAXES
The Company has net operating loss carryforwards for federal income tax
purposes amounting to approximately $368,000 which, if not previously
utilized, will expire as follows:
1999 $ 20,000
2001 49,000
2002 10,000
2003 8,000
2004 1,000
2005 12,000
2006 15,000
2007 253,000
$368,000
The Company believes there is at least a 50% chance that the carryforward will
expire unused. As a result, no deferred tax benefit for the loss carryforward
has been reported. Accordingly, the deferred tax benefit of the loss
carryforward, approximately $125,000, has been offset by a valuation allowance
of the same amount.
NOTE C GOING CONCERN
Due to significant and continuing operating losses, lack of cash flow and
operating capital, the Company began liquidating assets and its interests in
various mining claims. The liquidation was completed in 1992.
NOTE D STOCK INCENTIVE PLAN
The Company has reserved for the benefit of key employees, 500,000 shares of
common stock for the Stock Incentive Plan adopted during 1995. No options
have been granted under the plan at December 31, 1995. Terms and number of
options will be determined by the Board of Directors and may consist of
incentive, non-qualified and restricted stock options and stock appreciation
rights.
See accountants' compilation report.
-7-
- -
