UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________to__________
Commission File Number: 022597
WESTERN TECHNOLOGY & RESEARCH, INC.
(Exact name of registrant as specified in charter)
WYOMING
83-0273780
------------------------------
-------------------------
State or other jurisdiction of
(I.R.S. Employer I.D. No.)
incorporation or organization
801 East A Street, Casper, Wyoming 82601
(Address of principal executive offices)
(Zip Code)
Issuer's telephone number, including area code: (307) 234-
5310
Securities registered pursuant to section 12(b) of the
Act:
Title of each class
Name of each exchange on which registered
None N/A
Securities registered pursuant to section 12(g) of the Act:
Title of each class
Name of each exchange on which registered
Common stock, no par value None
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. (1) Yes [ ] No [X ] (2) Yes [X] No [ ]
The Company has 500,000 shares of its common stock
outstanding, of which 253,900 shares are held by
nonaffiliates.
Item 1 - FINANCIAL STATEMENTS
The unaudited financial statements of the Company are
set forth immediately following the signature page to this
form 10-QSB.
Item 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company is considered a development stage company
with no assets or capital and with no operations or income
since approximately 1990. The costs and expenses associated
with the preparation and filing of this registration
statement and other operations of the Company have been paid
for by shareholders and a consultant of the Company,
specifically Zenith S. Merritt and H. D. Williams. It is
anticipated that the Company will require only nominal
capital to maintain the corporate viability of the Company
and necessary funds will most likely be provided by the
Company's existing shareholders or its officers and
directors in the immediate future. However, unless the
Company is able to facilitate an acquisition of or merger
with an operating business or is able to obtain significant
outside financing, there is substantial doubt about its
ability to continue as a going concern.
During the next twelve months, the Company will
actively seek out and investigate possible business
opportunities with the intent to acquire or merge with one
or more business ventures. Because the Company lacks funds,
it may be necessary for the officers and directors to either
advance funds to the Company or to accrue expenses until
such time as a successful business consolidation can be
made. Management intends to hold expenses to a minimum and
to obtain services on a contingency basis when possible.
Further, the Company's directors will forego any
compensation until such time as an acquisition or merger can
be accomplished and will strive to have the business
opportunity provide their remuneration. However, if the
Company engages outside advisors or consultants in its
search for business opportunities, it may be necessary for
the Company to attempt to raise additional funds. As of the
date hereof, the Company has not made any arrangements or
definitive agreements to use outside advisors or consultants
or to raise any capital. In the event the Company does need
to raise capital most likely the only method available to
the Company would be the private sale of its securities.
Because of the nature of the Company as a development stage
company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from
either a commercial or private lender. There can be no
assurance that the Company will be able to obtain additional
funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the
Company.
The Company does not intend to use any employees, with
the possible exception of part-time clerical assistance on
an as-needed basis. Outside advisors or consultants will be
used only if they can be obtained for minimal cost or on a
deferred payment basis. Management is confident that it will
be able to operate in this manner and to continue its search
for business opportunities during the next twelve months.
Item 6 - EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits: No exhibits are included herein.
b. Reports on Form 8-K: No reports on Form 8-K
were filed during the quarter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, this report has been signed below
by the following person on behalf of the Registrant and in
the capacities and on the dates indicated:
WESTERN TECHNOLOGY & RESEARCH, INC.
(Registrant)
By: __ /s/_Zenith S.
Merritt
Date: September 20, 1998 Zenith S. Merritt,
President and
Director, Principal Executive Officer
WESTERN TECHNOLOGY & RESEARCH, INC.
FINANCIAL STATEMENTS
<PAGE>
C O N T E N T S
Balance Sheets 4
Statements of Operations 5
Statements of Stockholders' Equity (Deficit) 6
Statements of Cash Flows 9
Notes to the Financial Statements 11<PAGE>
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The following financial statements are
prepared by the Company and are not audited.
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
September 30, December 31,
1998 1997
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ - $ -
Current portion of notes payable - -
Total Current Liabilities - -
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 50,000,000 shares
authorized at no par value, 500,000,
shares issued and outstanding 93,843 93,843
Deficit accumulated during the
development stage (93,843 ) (93,843 )
Total Stockholders' Equity (Deficit) - -
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ - $ -
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception
September19, 1984 to
For the Nine Months Ended Year ended December 31, 1997
September 30, 1998 December 31, 1997
SALES $ - $ - $ -
EXPENSES - - -
NET INCOME (LOSS) FROM
OPERATIONS - - -
GAIN (LOSS) ON DISCONTINUED
OPERATIONS - 15, 307 (93,843)
INCOME (LOSS) PRIOR TO
INCOME TAXES - 15,307 (93,843)
PROVISION FOR INCOME
TAXES - - - - -
NET INCOME (LOSS)
$ - $ 15,307 $ (93,843)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING
500,000 500,000 500,000
NET EARNINGS (LOSS) PER
SHARE $ (0.00) $ 0.03 $ ( 0.00 )
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
During the
Common Stock Development
Shares Amount Stage
Balance at inception, September 19, 1984
- $ - $ -
Net income for the period ended
December 31, 1984 - - -
Balance, December 31, 1984 - - -
Common stock issued for cash
at $0.10 per share 110,400 11,040 -
Common stock issued for cash at
$0.20 per share 105,000 21,000 -
Common stock issued for debt at
$0.20 per share 500 100 -
Net income for the year ended
December 31, 1985 - - 3,644
Balance, December 31, 1985
215,900 32,140 3,644
Common stock issued for cash
at $0.20 per share 40,000 8,000 -
Net loss for the year ended
December 31, 1986 - - (5,461 )
Balance, December 31, 1986
255,900 40,140 (1,817 )
Net loss for the year ended
December 31, 1987 - - (10,815 )
Balance, December 31, 1987
255,900 $ 40,140 $ (12,632 )
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
During the
Common Stock Development
Shares Amount Stage
Balance, December 31, 1987
255,900 $ 40,140 $ (12,632 )
Common stock issued for cash
at $0.20 per share
15,000 3,000 -
Common stock issued for property
at $0.20 per share
30,000 6,000 -
Net loss for the year ended
December 31, 1988 - - (20,494 )
Balance, December 31, 1988
300,900 49,140 (33,126 )
Net loss for the year ended
December 31, 1989 - - (30,603 )
Balance, December 31, 1989
300,900 49,140 (63,729 )
Common stock issued for cash
at $0.20 per share 5,000 1,000 -
Common stock issued in lieu
of salary at $0.20 per share
10,000 2,000 -
Common stock issued for services
at $0.20 per share
160,000 32,000 -
Commons stock issued for note
extension at $0.20 per share
5,000 1,000 -
Common stock issued for debt
at $0.20 per share
6,600 1,320 -
Net loss for the year ended
December 31, 1990 - - (29,601 )
Balance, December 31, 1990
487,500 $ 86,460 $ (93,330 )
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
During the
Common Stock Development
Shares Amount Stage
Balance, December 31, 1990
487,500 $ 86,460 $ (93,330 )
Net income for the year ended
December 31, 1991 - - 1,504
Balance, December 31, 1991
487,500 86,460 (91,826 )
Net loss for the year ended
December 31, 1992 - - (3,579 )
Balance, December 31, 1992
487,500 86,460 (95,405 )
Net loss for the year ended
December 31, 1993 - - (46,710 )
Balance, December 31, 1993
487,500 86,460 (142,115 )
Common stock issued for cash
payments made on behalf of
the Company at $0.20 per share
12,500 2,500 -
Net income for the year ended
December 31, 1994 - - 2,918
Balance, December 31, 1994
500,000 88,960 (139,197 )
Net loss for the year ended
December 31, 1995 - - (3,253 )
Balance, December 31, 1995
500,000 88,960 (142,450 )
Services paid on the Company's
behalf contributed to capital
- 4,000 -
Net income for the year ended
December 31, 1996 - - 33,300
Balance, December 31, 1996
500,000 92,960 (109,150 )
Services paid on the Company's
behalf contributed to capital (unaudited)
- 4,252 -
Net income for the year
ended December 31, 1997 (unaudited)
- - 15,307
Balance, December 31, 1997 (unaudited)
500,000 $ 93,843 $ (93,843 )
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception on
September 19, 1984
Years ended December 31 to December 31, 1997
1997 1996
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss)
$ 15,307 $ 33,300 $ (93,843)
Adjustments to reconcile
net income to cash flows:
Depreciation
- - - - 36,988
(Gain) loss on disposal
of assets - - - 35,779
Common stock issued
for services - 4,000 - 56,380
Interest accrued on
note payable - 211 12,720
Income from debt
release - (16,142) (37,654) (64,909)
Changes in operating assets
and liabilities:
(Increase) decrease in
accounts receivable
and related receivables
- - - - (9,599)
(Increase) decrease in
inventory - - - - (2,745)
(Increase) decrease in
other assets - - - - (105)
Increase (decrease) in
accounts payable
( 48) 143 174
Net Cash Provided
(Used) by Operating
Activities - - - - (28,277)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of fixed assets
- - - - (63,617)
Sale of fixed assets
- - - - 3,300
Net Cash Provided
(Used) by Investing
Activities
$ - $ - $ - $ - $ (60,317)
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Cash Flows (Continued)
(Unaudited)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Repayment of note
payable
$ - $ - $ - $ - $ (42,390)
Issuance of stock
for cash
- - - - 36,580
Proceeds from note
payable
- - - - 94,404
Net Cash Provided
(Used) by Financing
Activities
- - - - 88,594
NET INCREASE
(DECREASE) IN CASH
- - - - -
CASH AT BEGINNING
OF PERIOD
- - - - -
CASH AT END
OF PERIOD
$ - $ - $ - $ - $ -
CASH PAID DURING
THE YEAR FOR:
Interest
$ - $ - $ - $ - $ -
Income taxes
$ - $ - $ - $ - $ -
NON CASH FINANCING
ACTIVITIES
lssuance of stock
for services
$ - $ - $ 4,000 $ - $ 56,380
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Notes to Unaudited Financial Statements
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at September 30, 1998
and for all periods presented have been made.
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with general accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's December 31,
1996 and 1997audited consolidated financial statements which accompanied the
last 10-KSB.
The results of operations for
the periods presented are not necessarily indicative
of the operating results for the full year.
