FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGES ACT OF 1934.
For the quarterly period ended March 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGES ACT OF 1934
For the transition period from __________________ to _________________
Commission file number 333-24671
1997 CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3936988
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization
315 West 106th Street, New York New York 10025
(Address of principal executive offices) (Zip Code)
(212)-678-6231
(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last
report)
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.
YES _X_ NO___
The number of shares outstanding of the issuer's single class of common
stock as of March 31, 1998 was 45,000.
Transitional Small Business Disclosure Format (check one) YES____ NO _X_
<PAGE>
1997 CORP.
BALANCE SHEET
MARCH 31, 1998
ASSETS
Cash $ 1,064.00
Shareholders Escrowed Funds $152,383.00
-----------
TOTAL ASSETS $153,447.00
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
TOTAL LIABILITIES $ 2,807.00
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, authorized 2,000,000 shares;
none issued or outstanding $ --
Common stock, $.001 par value, authorized 10,000,000 shares;
issued and outstanding 45,000 shares 45.00
Paid in capital (See Note 3) $210,005.00
Accumulated Deficit $(59,410.00)
-----------
TOTAL REDEEMABLE STOCKHOLDERS' EQUITY $150,640.00
TOTAL LIABILITIES AND REDEEMABLE
STOCKHOLDERS' EQUITY $153,447.00
===========
1
<PAGE>
1997 CORP.
STATEMENT OF OPERATIONS
For the period from January 1, 1998 to March 31, 1998
Interest income $ 1,021
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Expenses:
General and administrative expenses $ 2,400
--------
Total expenses $ 2,400
--------
Net loss $ (1,379)
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Basic and diluted loss per share $ (0.03)
--------
Basic and diluted weighted average shares 45,000
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The accompanying notes are an integral part of the financial statements.
2
<PAGE>
1997 CORP.
STATEMENT OF CASH FLOWS
For the period from January 1, 1998 to March 31, 1998
Cash and cash equivalents beginning of period $ 1,064
Cash flows from operating activities:
Net loss $(1,379)
Changes in assets and liabilities:
Accounts Payable $ 2,400
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Net cash from operating activities $ 1,021
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Cash flows from investing activities:
Interest payments to cash escrow reserve $(1,021)
-------
Net cash used in investing activities $(1,021)
-------
Cash and cash equivalents, end of period $ 1,064
-------
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
1997 CORP.
NOTES TO FINANCIAL STATEMENT
MARCH 31, 1998
1. FORMATION OF COMPANY
1997 Corp. (the "Company"), was incorporated in the state of Delaware
on March 17, 1997. It intends to serve as a vehicle to effect a business
combination with a target business (not yet identified) which the Company
believes will have significant growth potential. The Company intends to
utilize the net proceeds of its initial public offering, equity securities,
debt securities, bank and other borrowing or a combination thereof in
effecting a business combination.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements are prepared on an accrual basis.
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amount of assets and
liabilities at the date of the financial statements and the reported amount
of revenues and expenses during the reported period. Actual results could
differ from those estimates.
3. SHAREHOLDER ESCROWED FUNDS
Continental Stock Transfer & Trust Company ("Continental") is holding
the public offering proceeds and the stock certificates of the public
investors in escrow pursuant to Rule 419 of the Rules and Regulations of
the Securities and Exchange Commission. Continental will hold the proceeds
and the stock certificates pursuant to Rule 419 until the approval of a
business combination by the shareholders of the Company. If a business
combination has not been approved by the shareholders by October 28, 1998
all proceeds will be promptly returned to the shareholders and the stock
certificates will be canceled.
4
<PAGE>
PART II - OTHER INFORMATION
1997 CORP.
March 31, 1998
None.
5
<PAGE>
SIGNATURES
Pursuant to the requirements 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:
1997 Corp.
Registrant
/s/ Richard L. Campbell
----------------------------
Date: May 12, 1998 By: Richard L. Campbell
Acting Chief Financial Officer
6
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1998
<CASH> 1,064
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 153,447
<CURRENT-LIABILITIES> 2,807
<BONDS> 0
0
0
<COMMON> 45
<OTHER-SE> 150,595
<TOTAL-LIABILITY-AND-EQUITY> 153,447
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,400
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,379)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,379)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,379)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
