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, 1998.
___ Transition report under section 13 or 15(d) of the Exchange Act for the
transition period from ____ to ____
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)
(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 X NO ____
APPLICABLE ONLY TO CORPORATE ISSUERS
As of September 30, 1998, 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>
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
INDEX
Page
----
PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance sheets at June 30, 1998 and December 31, 1997...................3
Statement of operations for the nine months ended
September 30, 1998 and 1997....................................4
Statements of cash flows for the nine months
ended September 30, 1998 and 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
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<PAGE>
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
(unaudited) (audited)
----------- ----------
<S> <C> <C>
CURRENT ASSETS
Cash $ 26,161 $ 27,983
PROPERTY AND EQUIPMENT
Oil & Gas Working Interest 2,000 2,000
OTHER ASSETS (Note 1)
Organization costs - net 4,500 5,625
--------- ---------
Total Assets $ 32,661 $ 35,608
========= =========
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C>
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) (9,389) (6,892)
--------- ---------
Total Liabilities and Stockholders' equity $ 32,661 $ 35,608
========== =========
See accompanying notes to financial statements.
</TABLE>
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<PAGE>
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
INCOME
None $ - $ - $ - $ -
OPERATING EXPENSES
General and
Administrative Expenses 616 678 1,822 2,126
Amortization 375 375 1,125 750
---------- ---------- ---------- ----------
NET (LOSS) $ (991) $ (1,053) $ (2,947) $ (3,251)
========== ========== ========== ==========
NET (LOSS) PER SHARE $ (.0010) $ (.0011) $ (.0029) $ (.0033)
========== ========== ========== ==========
WEIGHTED AVERAGE
NUMBER SHARES
OUTSTANDING 1,000,000 1,000,000 1,000,000 1,000,000
========== ========== ========= =========
The company is in the development stage and has not commenced operations.
See accompanying notes to financial statements.
</TABLE>
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<PAGE>
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS PROVIDED (USED)
IN OPERATIONS
Net loss $ (2,947) $ (3,251)
Adjustments to reconcile net income to
net cash provided by operating activities:
amortization 1,125 1,125
----------- -----------
(1,822) (2,126)
----------- -----------
CASH FLOWS PROVIDED (USED)
IN INVESTING ACTIVITIES
None - -
CASH FLOW PROVIDED (USED)
IN FINANCING ACTIVITIES
None - -
NET (DECREASE) IN CASH (1,822) (2,126)
CASH BEGINNING OF PERIOD 27,983 30,542
----------- -----------
CASH END OF PERIOD $ 26,161 $ 28,416
=========== ===========
INTEREST PAID $ - $ -
=========== ======
INCOME TAXES PAID $ - $ -
=========== ======
See accompanying notes to financial statements.
</TABLE>
-5-
<PAGE>
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, 1997 included in the Company's Annual Report on Form
10-KSB filed with the Securities and Exchange Commission. The results
of operations for the nine month period ended September 30, 1998 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.
Conflict-of-interest, as all employees have other part-time or
full-time employment.
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<PAGE>
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
Notes to Financial Statements
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 1933,
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.
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.
-7-
<PAGE>
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
Notes to Financial Statements
5. INCOME TAXES
The Company has incurred a net operating loss of $6,892 as of December
31, 1997 which can be carried forward to future years. The net
operating loss will begin to expire in the year 2012.
-8-
<PAGE>
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
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 September 30, 1998 and 1997 were $26,161 and $27,983
respectively, and consisted entirely of cash.
There were no liabilities at September 30, 1998 and 1997.
RESULTS OF OPERATIONS
There were no revenues or operations for the period ended September 30,
1998 and 1997. Expenses consisted of administration and accounting
fees.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
None
-9-
<PAGE>
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.
/s/ Nick Bebout
---------------------------------------
Nick Bebout
Chairman of the Board, President & CEO
Date: November 6, 1998
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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF FINANCIAL CONDITION AT SEPTEMBER 30, 1998 (UNAUDITED) AND THE
STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMER 30, 1998 (UNAUDITED)
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001018675
<NAME> QUINTESSENCE OIL COMPANY
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 26,161
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 26,161
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 32,661
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 42,490
<TOTAL-LIABILITY-AND-EQUITY> 32,661
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,947
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,947)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,947)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,947)
<EPS-PRIMARY> (.003)
<EPS-DILUTED> (.003)
</TABLE>
