SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1998
( ) Transition Report Pursuant to Section 13 or 15)d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File No. 333-28177
FRANKS' EXPRESS, INC.
(Exact Name of Small Business Issuer as specified in its charter)
COLORADO 84-1170846
(State or other (IRS Employer File Number)
Jurisdiction of
incorporation)
12146 East Amherst Circle
AURORA, COLORADO 80014
(Address of principal executive offices) (zip code)
(303) 695-6656
(Registrant's telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act:
None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 per share par value
Indicate by check mark whether the Registrant (1) had 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 No X
The number of shares outstanding of Registrant's common stock, par value
$.0001 per share, as of June 30, 1998 was 1,000,000 common shares.
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM I. Financial Statements
See attached financial statements
ITEM 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The Company has generated no submittal revenues from its
operations since inception and has been a development state company during
this period. Since the Company has not substantial generated revenues and
has not been in a profitable position, it operates with minimal overhead.
The Company's Registration Statement on Form SB-2 was declared effective by
the United States Securities and Exchange Commission on May 15, 1998. The
Company's officers and directors are presently offering shares of the
Company's Common Stock in accordance with terms and conditions specified in
that Registration Statement. As of the end of the reporting period, the
Company has not concluded any acquisitions and has not had any material
discussions with any potential acquisition candidates.
Liquidity and Capital Resources
As of the end of the reporting period, the Company had minimal
cash and cash equivalents. There was no significant change in working
capital during this fiscal year.
Management believes that the Company has inadequate working
capital to pursue any business opportunities other than completing the
Company's offering of Common Stock. The Company expects that its minimal
capital requirements, to the extent required, will be fulfilled by
additional loans from its principal shareholder. The Company does not
intend to pay dividends in the foreseeable future.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
No legal proceedings of a material nature to which the Company is
a party were pending during the reporting period, and the Company knows of
no legal proceedings of a material nature pending or threatened or
judgments entered against any director or officer of the Company in his
capacity as such.
ITEM 2. Changes in Securities. None
ITEM 3. Defaults upon Senior Securities. None.
ITEM 4. Submission of Matters to a Vote of Security Holders. None.
ITEM 5. Other Information. None.
ITEM 6. Exhibits and Reports on Form 8-K.
No exhibits as set forth in Regulation S-K are considered necessary in this
10-QSB filing. No reports on Form 8-K were filed as of the most recent
fiscal quarter.
<PAGE>
FRANKS' EXPRESS, INC.
FORM 10-QSB QUARTERLY REPORT
JUNE 30, 1998
Janet Loss, C.P.A, P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
FRANKS' EXPRESS, INC.
INDEX TO FORM 10-QSB QUARTERLY REPORT
TABLE OF CONTENTS
PART I - FINANCIAL STATEMENTS
ITEM PAGE
Condensed Balance Sheets as of
June 30, 1998 and December 31, 1997............1
Condensed Statements of Operations
for the three and six months ended
June 30, 1998 and 1997.........................2
Statement of Stockholders' Equity (Deficit)
for the three months ended
June 30, 1998..................................3
Condensed Statements of Cash Flows
for the six months ended
June 30, 1998 and 1997.........................4
Notes to Condensed Financial Statements..........5
Item 2 - Management's Discussion and
Analysis or Plan of Operation..................6
Part II - Other Information
Exhibits and Reports on Form 8-K
(A) Exhibits - None
(B) Reports on Form 8-K
<PAGE>
<TABLE>
<CAPTION>
FRANKS' EXPRESS, INC.
CONDENSED BALANCE SHEETS
June 30, December 31,
1998
(UNAUDITED) 1997
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash in Checking $ 1,407 $ 1,696
OTHER ASSETS:
Deferred Offering
Costs 30,296 21,576
TOTAL ASSETS $31,703 $23,272
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 0 $ 494
Accrued Interest 3,071 1,572
Accrued Expenses 12,000 12,000
Stockholder's Loan 35,000 25,000
TOTAL CURRENT LIABILITIES 50,071 39,066
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.0001
par value, 100,000,000
shares authorized
and 1,000,000 issued
and outstanding 5,000 5,000
(DEFICIT) (23,368) (20,794)
TOTAL STOCKHOLDERS'
EQUITY (DEFICIT) (18,368) (15,794)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $31,703 23,272
</TABLE>
"See notes to condensed financial statements."
<PAGE>
<TABLE>
<CAPTION>
FRANKS' EXPRESS, INC.
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
For the three For the six
months ended months ended
JUNE 30, JUNE 30,
<S> <C> <C> <C> <C>
1998 1997 1998 1997
Revenues $ 0 $ 0 $ 0 $ 0
OPERATING EXPENSES:
Bank Charges $ 8 6 $ 28 27
Consulting Fees 0 3,000 0 6,000
Escrow and Filing fees 1,000 100 1,000 100
Postage Expense 46 0 46 0
Legal and Accounting 0 600
Total Operating Expenses: 1,054 3,106 1,074 6,727
NET INCOME (LOSS)
BEFORE OTHER INCOME
AND EXPENSES (1,054) (3,106) (1,074) (6,727)
OTHER INCOME AND
(EXPENSES):
INTEREST EXPENSE (875) (289) (1,500) (308)
NET (LOSS) $(1,929) $(3,395) $(2,574) $(7,035)
NET INCOME (LOSS) PER
SHARE OF COMMON STOCK * * * *
Weighted average
number of shares
outstanding 1,000,000 1,000,000(1) 1,000,000 1,000,000(1)
(1) Shares retroactively adjusted for April 30, 1997, 1,000 to 1 forward split
of common stock.
* Less than $.01 per share
</TABLE>
"See notes to condensed financial statements."
<PAGE>
<TABLE>
<CAPTION>
FRANKS' EXPRESS, INC.
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
For the six months ended June 30, 1998
Common stock Common Stockholders'
Number of stock Equity
SHARES AMOUNT (DEFICIT) (DEFICIT)
<S> <C> <C> <C> <C>
Balance,
January 1,
1998 1,000,000 $5,000 $(20,794) $(15,794)
Net (Loss)
for the six
months ended
June 30, 1998 ( 2,574) ( 2,574)
Balance,
June 30,
1998 1,000,000 $5,000 $(23,368) $(18,368)
</TABLE>
"See notes to condensed financial statements."
<PAGE>
<TABLE>
<CAPTION>
FRANKS' EXPRESS, INC.
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
For the six For the six
months ended months ended
JUNE 30, 1998 JUNE 30, 1997
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss) $(2,574) $(7,035)
Adjustments to reconcile
net loss to net cash
used in operating
activities 0 0
Changes in operating assets
and liabilities:
Increase in current
liabilities 11,005 33,308
Net cash provided (Used) by
Operating activities 8,431 26,273
CASH FLOWS FROM (TO)
FINANCING ACTIVITIES:
Deferred offering costs (8,720) (20,917)
Net cash (used) by
financing activities (8,720) (20,917)
Net increase (decrease)
in cash (289) 5,356
CASH, BEGINNING OF THE
PERIOD 1,696 1
CASH, END OF THE PERIOD $1,407 $ 5,357
</TABLE>
"See notes to condensed financial statements."
<PAGE>
FRANKS' EXPRESS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The accompanying statements should be read in conjunction with the audited
financial statements included in the Company's 1997 Annual Report on Form 10-
KSB. In the opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the six
months ended June 30, 1998 are not necessarily indicative of the results that
may be expected for the full calendar year ended December 31, 1998. The
financial statements are presented on the accrual basis.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be singed on its behalf by the
undersigned, thereunto duly authorized.
FRANKS' EXPRESS, INC.
Dated:8/15/98 By: /S/CHARLES BURTON
Charles Burton, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
CHIEF FINANCIAL AND ACCOUNTING OFFICER
Dated:8/15/98 By: /S/SANDRA STEINBERG
Sandra Steinberg, Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 1407
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 30296
<DEPRECIATION> 0
<TOTAL-ASSETS> 31703
<CURRENT-LIABILITIES> 50071
<BONDS> 0
0
0
<COMMON> 5000
<OTHER-SE> 23368
<TOTAL-LIABILITY-AND-EQUITY> 31703
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1074
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1500
<INCOME-PRETAX> 2574
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2574
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
