<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ x ] Quarterly report under section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly
period ended March 31, 1997.
[ ] Transition report under Section 13 or 15(d) of the
Exchange Act for the transition period from
Commission file number: 0-21811
QUINTESSENCE OIL COMPANY
(Exact Name of Small Business Issuer as Specified in Its Charter)
Wyoming 83-0317306
(State of Incorporation) (I.R.S. Employer
Identification No.)
4424 Skylane Avenue
Riverton, Wyoming 82501
(Address of Principal Executive Offices)
(307) 856-1577
Fax: (307) 857-6631
(Issuer's Telephone Number, Including Area Code)
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 ]
Not subject to filing requirements until _____________.
APPLICABLE ONLY TO CORPORATE ISSUERS
As of March 31, 1997, the Issuer had 1,000,000 shares of Common
Stock, par value $0.00001, outstanding.
Transitional Small Business Disclosure Format (check one):
Yes [ x ] No [ ]
<PAGE> 2
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
INDEX
Page
Part I - Financial Information:
Item 1. Financial Statements
Balance sheets at March 31, 1997 and December 31, 1996....3
Statement of income for the three months ended
March 31, 1997............................................4
Statements of cash flows for the three months
ended March 31, 1997......................................5
Notes to unaudited financial statements.................6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations...........................................9
Part II - Other Information:
Item 4. Submission of Matters to a Vote of
Shareholders.........................................9
Item 6. Exhibits and Reports on Form 8-K.................9
Signatures...............................................10
<PAGE> 3
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
(unaudited) (audited)
CURRENT ASSETS
<S> <C> <C>
Cash $ 30,517 $ 30,542
PROPERTY AND EQUIPMENT
Oil & Gas Working Interest 2,000 2,000
OTHER ASSETS (Note 1)
Organization costs - net 6,750 7,125
----------- -----------
Total Assets $ 39,267 $ 39,667
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
None $ - $ -
STOCKHOLDERS' EQUITY (Notes 1 and 2)
Common Stock - $.00001 par value,
50,000,000 shares authorized,
1,000,000 shares issued and
outstanding 10 10
Additional paid in capital 42,490 42,490
Retained earnings (deficit) (3,233) (2,833)
---------- -----------
Total Liabilities and
Stockholders' equity $ 39,267 $ 39,667
========== ===========
</TABLE>
See accompanying notes to financial statements.
F-1
<PAGE> 4
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
STATEMENT OF OPERATIONS
for the three months ended March 31, 1997
(unaudited)
<TABLE>
<S> <C>
INCOME
None $ -
OPERATING EXPENSES
General and Administrative Expenses 25
Amortization 375
---------
NET (LOSS) $ (400)
=========
NET (LOSS) PER SHARE $ (.0004)
=========
WEIGHTED AVERAGE NUMBER SHARES
OUTSTANDING 1,000,000
=========
</TABLE>
The company is in the development stage and has not commenced
operations.
There were no operations for the three months ended March 31,
1996.
See accompanying notes to financial statements.
F-2
<PAGE> 5
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
STATEMENT OF CASH FLOWS
for the three months ended
March 31, 1997
(unaudited)
<TABLE>
<S> <C>
CASH FLOWS PROVIDED (USED)
IN OPERATIONS
Net loss $ (400)
Adjustments to reconcile net income to
net cash provided by operating activities:
amortization 375
---------
(25)
---------
CASH FLOWS PROVIDED (USED)
IN INVESTING ACTIVITIES
None -
CASH FLOW PROVIDED (USED)
IN FINANCING ACTIVITIES
None -
NET (DECREASE) IN CASH (25)
CASH BEGINNING OF PERIOD 30,542
---------
CASH END OF PERIOD $ 30,517
=========
INTEREST PAID $ -
=========
INCOME TAXES PAID $ -
=========
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE> 6
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
Notes to Financial Statements
1. Basis of Presentation
The accompanying financial information is unaudited, but, in
the opinion of management, reflects all adjustments (which
include only normally recurring adjustments) necessary to present
fairly the Company's financial position, operating results and
cash flows for the periods presented. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules
and regulations of the Securities and Exchange Commission. The
financial information should be read in conjunction with the
audited financial statements and notes thereto for the year ended
December 31, 1996 included in the Company's Annual Report on Form
10-KSB filed with the Securities and Exchange Commission. The
results of operations for the three month period ended March 31,
1997 are not necessarily indicative of the results to be expected
for the full year.
2. Organization and Summary of Significant Accounting Policies:
Organization:
Quintessence Oil Company was incorporated on June 26, 1996,
under the laws of the State of Wyoming. The Company has adopted
a year ending of December 31.
The Company was organized to engage in the development,
production and sale of oil and gas. Since its inception, the
Company has been largely inactive and has conducted no
significant operations The Company does not own any oil and gas
leases.
Because of the speculative nature of the Company, there are
significant risks which are summarized as follows:
Newly formed company with no operating history and
minimal assets.
Limited funds available for exploration and
development.
F-4
<PAGE> 7
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
Notes to Financial Statements
Conflict-of-interest, as all employees have other
part-time or full-time employment.
The Company is considered to be in the development stage as
defined in Statement of Financial Accounting Standards No. 7.
There have been no operations since incorporation.
Summary of Significant Accounting Principles:
Registration costs will include fee payments for legal
expenses relating to the public stock offering. The offering was
successful, and $7,500 of legal fees were charged to additional
paid-capital.
The Company amortizes organization costs over 60 months
using the straight line method.
3. Stockholders' Equity
Public Stock Offering:
The Common Stock is being offered and sold pursuant to an
exemption from registration contained in Reg. 504 of the
Securities Act of 1993, as amended, (the "Act"). Reg. 504
provides that the Company can sell securities with an aggregate
offering price not exceeding $1,000,000 within a twelve (12)
month period without registration with the Securities and
Exchange Commission.
The shares so issued will be without restriction and may be
resold in compliance with the Act. Applicable state laws,
however, may impose restrictions on sales and resales. Pursuant
to Reg. 504, the Company is not required to furnish any
information to purchasers.
4. Offices and Employees
The Company's office is located at 4424 Skylane Avenue,
Riverton, Wyoming.
F-5
<PAGE> 8
QUINTESSENCE OIL COMPANY
A Wyoming Company
(A Development Stage Company)
Notes to Financial Statements
The Company currently has no employees other than certain of
its officers and directors and does not anticipate a need to
engage any full-time employees so long as it is seeking and
evaluating business opportunities. The company has no
retirement, pension, profit sharing or insurance plans covering
its officers and directors.
5. Income Taxes
The Company has incurred a net operating loss of $2,833 as
of December 31, 1996 which can be carried forward to future
years. The net operating loss will expire in the year 2012.
F-6
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is Management's discussion and analysis of
significant factors which have affected the Registrant's
liquidity, capital resources and results of operations.
It is suggested this information be read in conjunction with
the Offering Memorandum of Quintessence Oil Company dated July 2,
1996.
Liquidity and Capital Resources
The Company is a development stage company as defined in
Statement of Financial Accounting Standards No. 7
Current assets at March 31, 1997 were $30,517 and consisted
entirely of cash.
There were no liabilities at March 31, 1997.
Results of Operations
There were no revenues or operations for the period ended
March 31, 1997. Expenses consisted of filing fees.
PART II
ITEM 1. LEGAL PROCEEDINGS
Response: None
ITEM 2. CHANGES IN SECURITIES
Response: None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Response: None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
Response: None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
27 Financial Data Schedule.
<PAGE> 10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 this 28th day of October, 1997.
/s/ Nick Bebout
Chairman of the Board, President & CEO
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at March 31, 1997 (Unaudited) and the
Statement of Income for the three months ended March 31, 1997 (Unaudited)
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 30,517
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30,517
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 39,267
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 42,490
<TOTAL-LIABILITY-AND-EQUITY> 39,267
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 400
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (400)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (400)
<EPS-PRIMARY> (0.000)
<EPS-DILUTED> 0
</TABLE>
