<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 September 30, 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 October 11, 1997.
APPLICABLE ONLY TO CORPORATE ISSUERS
As of September 30, 1997, the Issuer had 1,000,000 shares of
Common Stock, par value $0.00001, outstanding.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [ x ]
<PAGE> 2
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
INDEX
Page
Part I - Financial Information:
Item 1. Financial Statements
Balance sheets at September 30, 1997 and December 31, 1996.....3
Statement of income for the three months ended
September 30, 1997...........................................4
Statements of cash flows for the three months
ended September 30, 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>
September 30, December 31,
1997 1996
(unaudited) (audited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 28,416 $ 30,542
PROPERTY AND EQUIPMENT
Oil & Gas Working Interest 2,000 2,000
OTHER ASSETS (Note 1)
Organization costs - net 6,000 7,125
-------- --------
Total Assets $ 36,416 $ 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) (6,084) (2,833)
-------- --------
Total Liabilities and
Stockholders' equity $ 36,416 $ 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 and nine months ended September 30, 1997
and for the period from Inception (June 26, 1997) through
September 30, 1996
<TABLE>
<CAPTION>
3 Months 9 Months 06/26/96
Ended Ended through
9/30/97 09/30/97 09/30/96
(Unaudited) (Unaudited) (Audited)
<S> <C> <C> <C>
INCOME
None $ - $ - $ -
OPERATING EXPENSES
General and Administrative
Amortization 678 2,126 1,698
Amoritzation 375 1,125 -
--------- ---------- ---------
NET (LOSS) $ (1,053) $ (3,251) $ (1,698)
========= ========= =========
NET (LOSS) PER SHARE $ (0.0011) $ (0.0033) $ (0.0017)
========= ========= =========
WEIGHTED AVERAGE NUMBER
SHARES OUTSTANDING 1,000,000 1,000,000 1,000,000
========= ========= =========
</TABLE>
The company is in the development stage and has not commenced
operations.
There were no operations for the nine months ended September 30,
1997.
See accompanying notes to financial statements.
F-2
<PAGE> 5
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Inception
Nine Months (06/26/96)
ended through
09/30/97 09/30/96
(unaudited) (audited)
<S> <C> <C>
CASH FLOWS PROVIDED (USED) IN OPERATIONS
Net loss $ (3,251) $ (1,698)
Adjustments to reconcile net
income to net cash provided
by operating activities:
amortization 1,125 -
Increase in Accounts Payable - 9,000
-------- --------
(2,126) (1,448)
-------- --------
CASH FLOWS PROVIDED (USED)
IN INVESTING ACTIVITIES
Organization Cost - (7,500)
CASH FLOW PROVIDED (USED)
IN FINANCING ACTIVITIES
Proceeds from sale of stock - 50,000
Payment made for legal fees
on registration costs - (7,500)
- 42,500
-------- --------
NET (DECREASE) IN CASH (2,126) 42,302
CASH BEGINNING OF PERIOD $ 30,542 $ -
-------- --------
CASH END OF PERIOD $ 28,416 $ 42,302
======== ========
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 months
and nine months periods ended September 30, 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
sigificant 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)
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 conjuction 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 September 30, 1997 were $28,416 and
consisted entirely of cash.
There were no liabilities at September 30, 1997.
Results of Operations.
There were no revenues or operations for the period ended
September 30, 1997. Expenses consisted of filing fees and
accounting fees.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
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 September 30, 1997 (unaudited) and
the Statement of Income for the nine months ended September 30, 1997
(unaudited) and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1997
<CASH> 28,416
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 28,416
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 36,416
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 42,490
<TOTAL-LIABILITY-AND-EQUITY> 36,416
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,251
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,251)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,251)
<EPS-PRIMARY> (0.003)
<EPS-DILUTED> 0
</TABLE>
