UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2000
Commission file number 333-52721
ALMOST COUNTRY PRODUCTIONS, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State of incorporation)
84-1398342
(IRS employer identification no.)
245 N. Vine St. #103 Salt Lake City, Utah 84103
(Address of principle executive offices)
(801) 322-1887
(Registrants Telephone Number Including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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.
X Yes ___ No
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of June 30, 2000
Common Stock 601,100
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PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
June 30, 2000
2
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ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
CONTENTS
PAGE
Accountants' Review Report 4
Unaudited Condensed Balance Sheets, June 30,
2000 and September 30,1999 5
Unaudited Condensed Statements of Operations,
for the three and nine months ended June 30, 2000
and 1999 and from inception on October 24,
1996 through June 30, 2000 6
Unaudited Condensed Statements of Cash Flows,
for the nine months ended June 30, 2000 and
1999 and from inception on October 24, 1996
through June 30, 2000 7
Notes to Unaudited Condensed Financial
Statements 8 - 12
3
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ACCOUNTANTS' REVIEW REPORT
Board of Directors
ALMOST COUNTRY PRODUCTIONS, INC.
Salt Lake City, Utah
We have reviewed the accompanying condensed balance sheet of
Almost Country Productions, Inc. (A Development Stage Company) as
of June 30, 2000, and the related condensed statements of
operations for the three and nine months ended June 30, 2000 and
for the period from inception on October 24, 1996 through June 30,
2000 and the statements of cash flows for the six months ended
June 30, 2000 and for the period from inception on October 24,
1996 through June 30, 2000. All information included in these
financial statements is the representation of the management of
Almost Country Productions, Inc..
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material
modifications that should be made to the condensed financial
statements reviewed by us, in order for them to be in conformity
with generally accepted accounting principles.
The accompanying condensed financial statements have been
prepared assuming the Company will continue as a going concern.
As discussed in Note 6 to the financial statements, the company
has incurred substantial losses since its inception, has
liabilities in excess of assets and has not yet been successful
in establishing profitable operations. These factors raise
substantial doubt about its ability to continue as a going
concern. Management's plans in regards to these matters are also
described in Note 6. The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
August 18, 2000
Salt Lake City, Utah
4
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ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
(See Accountants' Review Report)
ASSETS
June 30, September 30,
2000 1999
___________ ___________
CURRENT ASSETS:
Cash in bank $ 570 $ 1,358
Inventory 112 257
___________ ___________
Total Current Assets $ 682 $ 1,615
___________ ___________
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Accounts payable 1,135 100
Loans payable - related party - 13,972
___________ ___________
Total Current Liabilities 1,135 14,072
___________ ___________
STOCKHOLDERS' (DEFICIT):
Common stock, $.001 par value, 50,000,000
shares authorized, 601,100 shares issued
and outstanding 601 301
Capital in excess of par value 55,754 26,054
Deficit accumulated during the
development stage (56,808) (38,812)
___________ ___________
Total Stockholders' (Deficit) (453) (12,457)
___________ ___________
$ 682 $ 1,615
___________ ___________
Note: The balance sheet at September 30, 1999 was taken from the
audited financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
5
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ALMOST COUNTRY PRODUCTS, INC.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(See Accountants' Review Report)
For the Three For the Nine From Inception
Months Ended Months Ended on October 24,
June 30, June 30, 1996 through
____________________ __________________ June 30,
2000 1999 2000 1999 2000
__________ _________ _________ ________ _____________
REVENUE:
Sales, net $ 260 $ - $ 365 $ 84 $ 636
COST OF GOODS
SOLD 104 - 145 57 301
__________ _________ _________ ________ _____________
Gross Profit 156 - 220 27 335
__________ _________ _________ ________ _____________
EXPENSES:
General and
administrative 11,625 30 18,216 1,654 33,060
Cost of record
master - - - - 22,332
Other operating
expenses - - - 46 1,751
__________ _________ _________ ________ _____________
Total Expenses 11,625 30 18,216 1,700 57,143
__________ _________ _________ ________ _____________
LOSS BEFORE
CHANGE IN
ACCOUNTING
PRINCIPLE (11,469) (30) (17,996) (1,673) (56,808)
CUMULATIVE EFFECT
OF CHANGE IN
ACCOUNITING
PRINCIPLE - - - (186) -
__________ _________ _________ ________ _____________
LOSS BEFORE TAXES (11,469) (30) (17,996) (1,859) (56,808)
__________ _________ _________ ________ _____________
CURRENT TAXES
EXPENSE - - - - -
DEFERRED TAX
EXPENSE - - - - -
__________ _________ _________ ________ _____________
NET LOSS $ (11,469)$ (30) $ (17,996)$ (1,859)$ (56,808)
__________ _________ _________ ________ _____________
LOSS PER COMMON
SHARE $ (.03)$ (.00) $ (.05)$ (.01)$ (.26)
__________ _________ _________ ________ _____________
The accompanying notes are an integral part of these unaudited condensed
financial statements.
6
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ALMOST COUNTRY PRODUCTS, INC.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(See Accountants' Review Report)
For the Nine From Inception
Months Ended on October 24,
June 30, 1996 through
_______________________ June 30,
2000 1999 2000
__________ ____________ __________
Cash Flows From Operating
Activities:
Net loss $ (17,996) $ (1,859)$ (56,808)
Adjustments to reconcile net
loss from operating activities:
Depreciation and amortization - - 310
Non-cash expense - 186 330
Services paid with common
stock 10,000 - 10,000
Changes in assets and
liabilities:
Decrease in inventory 145 103 (112)
Increase in accounts payable 1,035 (426) 1,135
__________ ____________ __________
Net Cash Flows (Used) by
Operating Activities (6,816) (1,996) (45,145)
__________ ____________ __________
Cash Flows From Investing Activities:
Payments for organization costs - - (310)
__________ ____________ __________
Net Cash (Used) by Investing
Activities - - (310)
__________ ____________ __________
Cash Flows From Financing Activities:
Proceeds from shareholder loans - 2,001 -
Payment of shareholder loan (13,972) - -
Proceeds from common stock
issuance 20,000 - 52,000
Payment of stock offering costs - - (5,975)
__________ ____________ __________
Net Cash Provided by
Financing Activities 6,028 2,001 46,025
__________ ____________ __________
Net Increase (Decrease) in Cash (788) 5 570
Cash at Beginning of the Period 1,358 9 -
__________ ____________ __________
Cash at End of the Period $ 570 $ 14 $ 570
__________ ____________ __________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing
Activities:
For the nine months ended June 30, 2000:
The Company issued 100,000 shares of common stock for services
rendered.
For the nine months ended June 30, 1999:
A shareholder/officer advanced the Company $2,001.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
7
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ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Almost Country Productions, Inc. (the Company) was
organized under the laws of the State of Nevada on October 24,
1996. The Company has not yet generated significant revenues
from its planned principal operations and is considered a
development stage company as defined in the Statement of
Financial Accounting Standards (SFAS) No. 7. The Company is
planning to engage in the business to produce and market country
music on tapes and compact discs (CD's) featuring Pamela
Lindquist and her music group known as Almost Country. The
Company has, at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.
Inventory - Inventory is carried at the lower of cost or market.
Cost is determined by the first-in, first-out method.
Organization Costs - The Company has amortized its organization
costs, which reflect amounts expended to organize the Company, in
accordance with the Statement of Position 98-5, "Reporting on the
Costs of Start-up Activities."
Loss Per Share - The computation of loss per share is based on
the weighted average number of shares outstanding during the
period presented, in accordance with Statement of Accounting
Financial Standard No. 128 "Earnings Per Share".
Cash and Cash Equivalents - For purposes of the financial
statements, the Company considers all highly liquid debt
investments purchased with a maturity of nine months or less to
be cash equivalents.
Revenue Recognition - The Company recognizes revenue when product
is delivered.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that effect the
reported amounts of assets and liabilities, the disclosures of
contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimated by management.
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards (SFAS) No. 132, "Employer's Disclosure about
Pensions and Other Postretirement Benefits", SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities",
SFAS No. 134, "Accounting for Mortgage-Backed Securities.", SFAS
No. 135, "Rescission of FASB Statement No. 75 and Technical
Corrections", SFAS No. 136, "Transfers of Assets to a not for
profit organization or charitable trust that raises or holds
contributions for others", and SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - deferral of the
effective date of FASB statement No. 133 ( an amendment of FASB
Statement No. 133.)," were recently issued. SFAS No. 132, 133,
134, 135, 136 and 137 have no current applicability to the
Company or their effect on the financial statements would not
have been significant.
8
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ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 - INVENTORY
Inventory at June 30, 2000 consists of the following:
Compact disc's $ 975
Cassette tapes 218
Allowance for excess quantities
of inventory (1,081)
_________
$ 112
_________
During the nine months ended June 30, 2000, the Company had gross
product sales of $260 with a corresponding cost of goods sold of
$104. The sales came through the medium of a benefit concert
with Pamela Lindquist, the Company's President, performing with
Nashville recording artist Boots Randolph on February 12, 2000.
The concert was produced by Dolphin Productions, Inc.
("Dolphin"), a Nevada corporation doing business in Utah as a
producer of music concerts. The Company and Dolphin entered into
a joint marketing agreement which will assist the Company in
marketing its products and acquiring rights to the works of other
artists. Dolphin is a privately-held Nevada corporation of which
Richard H. Casper, the Company's legal counsel, is president.
Management believes that while the Company has some excess
quantities of inventory, a portion of the inventory is still
saleable. Accordingly, the Company has established an allowance
for excess quantities of inventory to reduce the valuation of the
inventory to its estimated market value of $112.
NOTE 3 - CAPITAL STOCK
Common Stock - During June 1997, the Company issued 1,000 shares
of common stock for legal services rendered in association with
its public stock offering, valued at $300.
During June 1997, the Company issued 100 shares of common stock
for operating expenses valued at $30.
Public Offering - During March 1997, the Company issued 100,000
shares of common stock for cash at $0.30 per share, net of $5,975
stock offering cost, pursuant to a public offering believed to be
exempt from registration with the Securities and Exchange
Commission under rule 504 of Regulation D as promulgated under
the Securities Act of 1933, as amended.
Organization - During October 1996, in connection with its
organization, the Company issued 200,000 shares of its previously
authorized, but unissued common stock. Total proceeds from the
sale of stock amounted to $2,000 (or $.01 per share).
9
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ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 3 - CAPITAL STOCK [CONTINUED]
During March of 2000, the Company renegotiated the terms of a
loan from a shareholder and entered into an agreement with
Richard H. Casper, corporate legal counsel and the President of
Dolphin Productions, Inc. (see also Note 2 above) whereunder Mr.
Casper will pay $20,000 to the Company for 200,000 shares the
Company's common stock. With the proceeds, the Company repaid
its note payable to the Company's president, Pamela Lindquist,
which had a balance of $18,272 as of June 30, 2000. The
remaining amount of $1,728 was used by the Company for operating
capital. Through this transaction, Mr. Casper agreed to release
his lien against the shares of the Company's President and
Secretary. This transaction was consummated, and the shares were
issued to Mr. Casper, in May of 2000.
During March of 2000, the Company's board of directors voted to
issue 100,000 shares of its common stock to its President, Pamela
Lindquist, as compensation for her work in producing and marketing
the Company's products, managing the affairs of the Company, as
reimbursement for out-of-pocket costs incurred by Ms. Lindquist in
managing the Company's affairs and as consideration for her loan to
the Company. This transaction was consummated, and the shares were
issued to Ms. Lindquist, in May of 2000.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". SFAS No. 109 requires the Company to provide
a net deferred tax asset/liability equal to the expected future
tax benefit/expense of temporary reporting differences between
book and tax accounting methods and any available operating loss
or tax credit carryforwards. At June 30, 2000, has available
unused operating loss carryforwards of approximately $56,800,
which may be applied against future taxable income and which
expire in various years through 2020.
The amount of and ultimate realization of the benefits from the
operating loss carryforwards for income tax purposes is
dependent, in part, upon the tax laws in effect, the future
earnings of the Company, and other future events, the effects of
which cannot be determined. Because of the uncertainty
surrounding the realization of the loss carryforwards the Company
has established a valuation allowance equal to the amount of the
loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax
asset is approximately $19,880 as of June 30, 2000, with an
offsetting valuation allowance at June 30, 2000 of the same
amount. The increase in the valuation allowance for the nine
months ended June 30, 2000 was approximately $4,880.
10
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ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 5 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any
compensation to its officers and directors. However, during
March of 2000, the Company's board of directors agreed issue
100,000 shares of its common stock to its President, Pamela
Lindquist, as compensation for her work in producing and
marketing the Company's products, managing the affairs of the
Company, office, travel and telephone expenses paid by Ms.
Lindquist in behalf of the Company and as consideration for her
loan to the Company. This transaction was consummated, and the
shares were issued to Ms. Lindquist in May of 2000.
Office Space - The Company has not had a need to rent office
space. An officer/shareholder of the Company is allowing the
Company to use her home as a mailing address, as needed, at no
expense to the Company.
Debt Reduction - During March of 2000, the Company renegotiated
the terms of a loan from a shareholder and entered into an
agreement with Richard H. Casper, corporate legal counsel and the
President of Dolphin Productions, Inc. (see also Note 2 above)
where under Mr. Casper paid $20,000 for 200,000 shares the
Company's common stock. The Company previously reported that
Pamela Lindquist and Marie Lindquist, respectively the President
and Secretary of the Company, had contracted during the quarter
ended December 31, 1999, to sell 66,000 of their combined shares
to Richard H. Casper, the company's legal counsel. During March,
the Company renegotiated the terms of the agreement. Of the
$20,000 in proceeds, $18,272 repaid the Company's note to Pamela
Lindquist, and the balance of $1,728 will be paid in cash to the
Company. Through the transaction, the Company's note payable to
Pamela Lindquist, the Company's president, will be paid in full.
The amount of $1,728 will be used by the Company for operating
capital. Through this transaction, Mr. Casper has released his
lien against the shares of the Company's President and Secretary.
The foregoing transaction was fully consummated, and the shares
were issued to Mr. Casper, in May of 2000.
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles which
contemplate continuation of the Company as a going concern.
However, the Company has incurred losses since its inception, has
current liabilities in excess of current assets and has not yet
been successful in establishing profitable operations. These
factors raise substantial doubt about the ability of the Company
to continue as a going concern. In this regard, management is
proposing to raise any necessary additional funds not provided by
its planned operations through loans and/or through additional
sales of its common stock. There have been no significant
product sales during the year ended September 30, 1999; however,
management is still attempting to develop new markets in the
United States, and is contemplating marketing efforts in foreign
markets. There is no assurance that the Company will be
successful in raising additional capital or in developing new
markets for its products in the U.S. or in foreign markets, or
achieving profitable operations. The financial statements do not
include any adjustments that might result from the outcome of
these uncertainties.
11
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ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 7 - COMMITMENTS
During September 1996, the Company entered into a contract with
Pamela Lindquist (the Company's President) wherein the Company
will provide up to $25,000 in financing to develop and produce
tapes and CD's for Almost Country, Pamela Lindquist's music
group. In return, Ms. Lindquist has assigned a financial
interest that will provide a royalty of $2.00 on each tape and
$2.50 on each CD sold from the recordings produced, for a period
of two years. On September 1, 1998, the company entered into an
agreement with Pamela Lindquist that extends the terms of the
contract through September 30, 2000.
NOTE 8 - LOSS PER SHARE
The following data show the amounts used in computing loss per
share for the periods presented:
For the Three For the Nine From Inception
Months Ended Months Ended on October 24,
June 30, June 30, 1996 through
____________________ __________________ June 30,
2000 1999 2000 1999 2000
__________ _________ _________ ________ _____________
Loss from
continuing
operations
available to
common
shareholders
(numerator) $ (11,469)$ (30) $ (17,996)$ (1,859)$ (56,808)
__________ _________ _________ ________ _____________
Weighted average
number of
common shares
outstanding
used in loss
per share
for the period
(denominator) 362,748 301,100 351,649 301,100 288,282
__________ _________ _________ ________ _____________
12
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ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of
the Company's consolidated results of operations and financial condition.
The discussion should be read in conjunction with the consolidated
financial statements and notes thereto.
The Company is a development stage company as it has limited assets,
operations and income. It is believed that only limited capital will be
required to maintain the Company's operations and any funds needed in the
immediate future will be provided by the officers and directors of the
Company. Nevertheless, unless the Company is able to accomplish an
acquisition or merger with an operating business or is able to obtain
significant financing there is substantial doubt and concern about the
Company's ability to continue as a going concern. Management believe that
inflation has not and will not have a material effect on the Company's
operations.
Management has entered into a joint marketing agreement with Dolphin
Productions, Inc., a Nevada corporation of which Richard H. Casper, the
Company's legal counsel, is president. Dolphin Productions, Inc. produces
musical concerts. With Dolphin, the Company is exploring opportunities for
promoting the Company's products through the concert medium.
PLAN OF OPERATION
During the next year the Company will investigate possible business
opportunities with the intent to acquire or merge with one or more business
ventures. Because the Company has no funds, it may be necessary for the
officers and directors to advance funds or accrue expenses until a future
time. Management intends to operate on limited funds. If the Company
determines to employ outside advisers or consultants in its search for
business opportunities, the Company may have to raise additional funds.
As of the date of this filing, the Company has no plans to engage outside
advisers or consultants or to attempt to raise additional capital. If the
Company seeks to raise capital, it would likely attempt to privately
place its securities.
Pamela Lindquist continues to market the CD's and cassette tapes through her
contacts in Nashville and is also exploring foreign markets for the products.
Through Dolphin Productions, Inc., Ms. Lindquist performed in concert in Salt
Lake City, Utah, on February 12, 2000, with Boots Randolph, an
internationally-known country recording artist. Other events to promote Ms.
Lindquist's recorded music are in the planning stages. The Company's
revenues will not increase unless the popularity of Pamela Lindquist as a
performer increases.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
The Company previously reported that Pamela Lindquist and Marie Lindquist,
respectively the President and Secretary of the Company, contracted during
the quarter ended December 31, 1999, to sell 66,000 of their combined
shares to Richard H. Casper, the company's legal counsel. During March,
the Company renegotiated the terms of the agreement with Mr. Casper and
entered into an agreement whereunder Mr. Casper agreed to pay $20,000 for
200,000 shares the Company's common stock. That transaction was
consummated during the quarter ended June 30, 2000. Of the $20,000 paid by
Mr. Casper, $18,272 was used to repay the Company's note to Pamela Lindquist,
and the balance of $1,728 will be used by the Company as working capital.
Mr. Casper has released his lien against the shares of the Company's
President and Secretary. The foregoing transaction was consummated in May
of 2000.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 10-SB.
The Exhibits from the Company's Form 10-SB are incorporated herein by
this reference.
13
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SIGNATURES
In accordance with the requirement of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ALMOST COUNTRY PRODUCTIONS, INC.
Date: August 17, 2000. By /s/ Pamela Lindquist
President, Chief Executive Officer
and Director
14
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