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, 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 March 31, 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 March 31, 1998 and December 31, 1997.........3
Statement of income for the three months ended
March 31, 1998 and 1997...............................4
Statements of cash flows for the three months
ended March 31, 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
<PAGE>
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
<TABLE>
<CAPTION>
BALANCE SHEETS
ASSETS
March 31, December 31,
1998 1997
---- ----
(unaudited) (audited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 27,855 $ 27,983
PROPERTY AND EQUIPMENT
Oil & Gas Working Interest 2,000 2,000
OTHER ASSETS (Note 1)
Organization costs - net 5,250 5,625
------------ ------------
Total Assets $ 35,105 $ 35,608
============ ============
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) ( 7,395) ( 6,892)
------------ ------------
Total Liabilities and Stockholders' equity $ 35,105 $ 35,608
============ ============
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
(unaudited)
Three Months Three Months
Ended Ended
March 31, 1998 March 31, 1997
<S> <C> <C>
INCOME
None $ - $ -
OPERATING EXPENSES
General and Administrative Expenses 128 25
Amortization 375 375
---------- -----------
NET (LOSS) $ (503) $ (400)
========== ==========
NET (LOSS) PER SHARE $ (.0005) $ (.0004)
========== ==========
WEIGHTED AVERAGE NUMBER SHARES
OUTSTANDING 1,000,000 1,000,000
========= =========
</TABLE>
The company is in the development stage and has not commenced operations.
See accompanying notes to financial statements.
-4-
<PAGE>
QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
(unaudited)
Three Months Three Months
Ended Ended
March 31, 1998 March 31, 1997
<S> <C> <C>
CASH FLOWS PROVIDED (USED)
IN OPERATIONS
Net loss $ (503) $ (400)
Adjustments to reconcile net income to
net cash provided by operating activities:
amortization 375 375
---------- ---------
(128) (25)
---------- ---------
CASH FLOWS PROVIDED (USED)
IN INVESTING ACTIVITIES
None - -
CASH FLOW PROVIDED (USED)
IN FINANCING ACTIVITIES
None - -
NET (DECREASE) IN CASH (128) (25)
CASH BEGINNING OF PERIOD 27,983 30,542
---------- ---------
CASH END OF PERIOD $ 27,855 $ 30,517
INTEREST PAID $ - $ -
========== ==========
INCOME TAXES PAID $ - $ -
========== ==========
</TABLE>
See accompanying notes to financial statements.
-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 three month period
ended March 31, 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.
-6-
<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 March 31, 1998 and 1997 were $27,855 and $30,517,
respectively, and consisted entirely of cash.
There were no liabilities at March 31, 1998 and 1997.
RESULTS OF OPERATIONS
There were no revenues or operations for the period ended March 31, 1998
and 1997. Expenses consisted of filing fees.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
None
-9-
<PAGE>
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: June 15, 1998
-10-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF FINANCIAL CONDITION AT MARCH 31, 1998 (UNAUDITED) AND THE STATEMENT
OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 27,855
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 27,855
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 35,105
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 42,490
<TOTAL-LIABILITY-AND-EQUITY> 35,105
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 503
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (503)
<INCOME-TAX> 0
<INCOME-CONTINUING> (503)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (503)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
