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 December 31, 1999
Commission file number
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 December 31, 1999
Common Stock 301,100
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PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
December 31, September 30,
1999 1999
____________ ____________
CURRENT ASSETS:
Cash in bank $ 1,848 $ 1,358
Inventory 257 257
____________ ____________
Total Current Assets 2,105 1,615
____________ ____________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts Payable $ 100 $ 100
Loans Payable - related party 18,272 13,972
____________ ____________
Total Current Liabilities 18,372 14,072
____________ ____________
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.001 par value,
50,000,000 shares authorized,
301,100 shares issued and
outstanding 301 301
Capital in excess of par value 26,054 26,054
Deficit accumulated during the
development stage (42,622) (38,812)
____________ ____________
Total Stockholders' Equity (Deficit) (16,267) (12,457)
____________ ____________
$ 2,105 $ 1,615
____________ ____________
Note: The balance sheet of September 30, 1999, was taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these financial statements.
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ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
UNAUDITED STATEMENTS OF OPERATIONS
From
For the Three Inception
Months Ended on October 24,
December 31, 1996, through
_________________ December 31,
1999 1998 1999
________ ________ ______________
REVENUE:
Sales, net $ - $ 83 $ 271
COST OF GOODS SOLD: - 46 156
________ ________ ______________
Gross Profit - 37 115
________ ________ ______________
EXPENSES:
General and administrative 3,810 37 18,654
Cost of record master - - 22,332
Other operating expenses - - 1,751
________ ________ ______________
Total Expenses
3,810 37 42,737
________ ________ ______________
LOSS BEFORE INCOME TAXES (3,810) - (42,622)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
NET LOSS $(3,810) $ - $ (42,622)
________ ________ ______________
LOSS PER COMMON SHARE $ (.01) $ - $ (.15)
________ ________ ______________
The accompanying notes are an integral part of these financial statements.
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ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
UNAUDITED STATEMENTS OF CASH FLOWS
From
For the Three Inception
Months Ended on October 24,
December 31, 1996, through
_________________ December 31,
1999 1998 1999
________ ________ ______________
Cash Flows from Operating Activities:
Net loss $ (3,810) $ - $ (42,622)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Depreciation and amortization - - 310
Non cash expense - - 330
Change in assets and liabilities:
Decrease(increase) in inventory - - (257)
Increase (decrease) in accounts
payable - - 100
Net Cash Flows (Used) by
Operating Activities (3,810) - (42,139)
________ ________ ______________
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 4,300 - 18,272
Proceeds from common stock issuance - - 32,000
Payment of stock offering costs - - (5,975)
________ ________ ______________
Net Cash Provided by Financing
Activities 4,300 - 44,297
________ ________ ______________
Net Increase (Decrease) in Cash 490 - 1,848
Cash at Beginning of period 1,358 9 -
________ ________ ______________
Cash at End of period $ 1,848 $ 9 $ 1,848
________ ________ ______________
Cash paid for Interest and
income taxes: $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities:
For the three months ended December 31, 1999: None.
For the three months ended December 31, 1998: None.
The accompanying notes are an integral part of these financial statements.
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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 state company as defined in the Statement of
Financial Accounting Standards (SFAS) No. 7. The Company is planning to
engage in the business of producing and marketing 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 requirement 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 is 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 three 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.
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Recently Enacted Accounting Standards - State of financial Accounting
Standards (SFAS) No. 132, "Employer's Disclosure about Pensions and Other Post
retirement Benefits" SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities", SFAS No. 134, "Accounting for Mortgage-Backed
Securities..." and SFAS No. 135, "Rescission of FASB Statement No. 75 and
Technical Corrections" were recently issued, SFAS No. 132, 133, 134 and 135
have no current applicability to the Company or their effect on the financial
statements would not have been significant.
NOTE 2 - INVENTORY
Inventory at December 31, 1999 consists of the following:
Compact disc's $1,120
Cassette tapes 218
Allowance for excess
quantities of inventory (1,081)
______
$ 257
During the three months ended December 31, 1999 , the Company had no product
sales. However, the Company is pursuing new markets in the United States and
possible in foreign markets. Management believes that while they have 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 $257.
NOTE 3 - CAPITAL STOCK
Common Stock - During June 1997, the Company issued 1,000 shares of common
stock, valued at $300, for legal services rendered in association with its
public stock offering.
During June 1997, the Company issued 100 shares of common stock, valued at
$30, for operating expenses.
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 Regulations 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).
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NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with State 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 carry forwards. At December 31, 1999, the Company has available
unused operating loss carryforwards of approximately $42,622 , which may be
applied against future taxable income and which expire in various years
through 2019.
The amount of and ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes in 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,
therefor, no deferred tax asset has been recognized for the loss
carryforwards. The net deferred tax asset is approximately $12,900 as of
December 31, 1999, with an offsetting valuation allowance at December 31,1999
of the same amount.
NOTE 5 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any compensation to its
officers and directors.
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to user her home as
a mailing address, as needed, at no expense to the Company.
Financing - An officer of the Company has advanced a total of $18,272 to the
Company as of December 31, 1999. These advances are non-interest bearing, and
are due on demand.
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 three months ended December 31, 1999;
however, management is still attempting to develop new markets in the United
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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 productions in the U.S. or in foreign
markets, or achieving profitable operations. The financial statement do no
include any adjustments that might result from the outcome of these
uncertainties.
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, 1997, 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:
From
For the Three Inception
Months Ended on October 24,
December 31, 1996, through
_________________ December 31,
1999 1998 1999
________ ________ ______________
Loss from continuing operations
available to common shareholders
(numerator) $ (3810) $ - $ (42,622)
________ ________ ______________
Weighted average number of common
shares outstanding used in loss per
share for the period (denominator) 301,100 301,100 286,092
________ ________ ______________
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
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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. When the Company accomplishes a merger or
acquisition management will evaluate the possible effects of inflation on
operations and its business.
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 attempt to raise additional
funds. As of the this date 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, most likely it would attempt a private
placement of its securities.
Pamela Lindquist is continuing to pursue the marketing of the CD's and
cassette tapes with management in Nashville and is also considering the
possibility of going to foreign markets. Through an informal affiliation with
Dolphin Productions, Inc., Ms. Lindquist will perform in concert in Salt Lake
City, Utah, with Boots Randolph, an internationally-know 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.
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, for approximately $.30 per share. The
shares had not been transferred as of December 31, 1999. Pamela
Lindquist and Marie Lindquist will own 67,000 shares apiece following the
transfer.
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Securityholders.
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.
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: March 1, 2000. By /s/ Pamela Lindquist
President, Chief Executive Officer
and Director
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from financial statements for the three months ended December
31, 1999 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-END> DEC-31-1999
<CASH> 1,848
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 257
<CURRENT-ASSETS> 2,105
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,105
<CURRENT-LIABILITIES> 18,372
<BONDS> 0
0
0
<COMMON> 301
<OTHER-SE> (16,568)
<TOTAL-LIABILITY-AND-EQUITY> 2,105
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,810
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,810)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,810)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,810)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
