<PAGE>1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarter ended March 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period to
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Commission file number - 333-28177
Frank's Express, Inc.
Exact name of Registrant as specified in its charter)
Colorado 84-1170846
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification
Number)
12146 East Amherst Circle, Aurora Colorado 80014
(Address of principal executive offices) (Zip Code)
(303) 695-6656
(Registrant's 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 and Exchange
Act of 1934 during the preceding twelve months (or such shorter period that
the Registrant was required to file such reports), and (2) has been subject
to file such filing requirements for the past thirty days.
Yes x No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report:
1,100,000 Shares of Common Stock ($.0001 par value)
(Title of Class)
Transitional Small Business Disclosure Format (check one):
Yes No x
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Franks' Ezpress, Inc.
PART I: Financial Information
ITEM 1 - Financial statements
ITEM 2 - Management's' discussion and analysis of
financial condition and results of operations
PART II: Other Information
ITEM 6 - Exhibits and Reports on Form 8-K
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PART I
Item 1. Financial Statements:
Franks' Express, Inc.
Condensed Balance Sheet
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
(Unaudited)
ASSETS
<S> <C>
Current assets:
Cash in Checking $ 4,561 $ 6,405
Cash in Escrow 92,963 92,071
Prepaid Taxes 111 111
-------- --------
Total current assets $ 97,635 $ 98,587
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 937 $ 0
Accrued Interest 5,696 4,821
Accrued Expenses 12,000 12,000
Stockholder's Loan 35,000 35,000
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Total current liabilities 53,633 51,821
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Stockholders' equity:
Common stock, $.0001 par value,
1,100,000 shares
issued and outstanding 5,010 5,010
Additional paid in capital 67,909 67,909
(Deficit) (28,917) (26,153)
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Total Stockholders' Equity 44,002 46,766
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TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 97,635 $ 98,587
========= ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>5
Franks' Express, Inc.
Condensed Statements of Operations
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31 March 31
1999 1998
(Unaudited) (Unaudited)
<S> <C> <C>
Sales $ 0 $ 0
Operating Expenses:
Accounting $ 625 $ 0
Advertising 1,694 0
Filing Fees 150 0
Office Expenses
And Postage 312 20
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Total Operating Expenses: (2,781) (20)
Net Income (Loss)
Before Other Income
And Expenses (2,781) (20)
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Other Income and Expenses:
Interest Income 892 0
Interest Expense (875) (625)
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Total Other Income and Expenses $ 17 $(625)
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Net (Loss) $(2,764) $ (645)
======= ======
Net Income (Loss)/per
Share of Common Stock * *
======= ======
Weighted average number of shares
Outstanding 1,100,000 1,000,000
========= =========
*Less than $.01 per share
</TABLE>
See accompanying notes to financial statements.
<PAGE>6
Franks' Express, Inc.
Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31 March 31
1999 1998
(Unaudited) (Unaudited)
<S> <C> <C>
Cash Flows From Operating
Activities:
Net Income (Loss) $(2,764) $( 645)
Adjustments to reconcile
Net loss to net cash
Used in operating
Activities 0 0
Changes in operating assets
And liabilities:
Increase in current
Liabilities 1,812 130
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Net cash provided (Used) by
Operating activities (952) (515)
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Cash Flows From (To)
Financing Activities;
Deferred Offering costs 0 (1,095)
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Net increase (decrease)
In cash (952) (1,610)
Cash, Beginning of the Period 98,476 1,596
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Cash, End of the Period $97,524 $ 86
======= ======
</TABLE>
See accompanying notes to financial statements.
<PAGE>7
Franks' Express, Inc.
Notes to Condensed Financial Statements (unaudited)
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 incorporated in
Regulation 10-SB 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. In the opinion
of management, all adjustments (consisting of normal recurring
adjustments and accruals) considered necessary for a fair presentation
have been included. Operating results for the three months ended March
31, 1999 are not necessarily indicative of the results that may expected
for the full calendar year ended December 31, 1999. The financial
statements are presented on the accrual basis.
<PAGE>8
Franks' Express, Inc.
PART I (cont.)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations:
The Company has not had any revenues from its operations during the past
two fiscal years. Its present objective is to acquire an interest in an
operating business as a "blank check" company described in SEC Rule
419.At the present time, the Company's liabilities exceed its assets by a
substantial amount. The Company has funded its recent business
activities primarily through loans received from its principal
shareholder and the sale of its securities. The Company's audited
financial statements indicate that the Company's ability to continue as a
going concern is dependent upon the Company's ability to obtain
financing. The Company anticipates further improvement of its financial
condition through the successful location of a suitable Target Business
and consummation of a Business Combination.
During the year ended December 31, 1998, the Company conducted a blank
check offering subject to the United States Securities and Exchange
Commission Rule 419 of Regulation C. The Company successfully completed
the public offering by September 30, 1998 and sold 100,000 shares and
received monies of $100,000. The net proceeds of the offering were
$67,919.
The Company's management intends to use its best efforts to locate a
Target Business and consummate a Business Combination in an efficient and
cost effective manner. Substantially all of the company's working capital
needs will be attributable to the identification, evaluation and
selection of a suitable Target Business and, thereafter to structure,
negotiate and consummate a Business Combination with such Target
Business. Such working capital needs are expected to be satisfied from
the Company's current limited resources, the proceeds of the Offering
which were not deposited into the Escrow Account established pursuant to
SEC Rule 419, and possible additional advances from its existing
principal shareholder. Its business operations related to
identification, evaluation and selection of a suitable Target Business
may, however, be hampered by its limited resources.
For the three months ended March 31, 1999, the Company had general and
administrative expenses of $2,781. General and administrative expenses
consisted of accounting of $625, advertising of $1,694, filings fees of
$150 and office expenses and postage of $312.
The Company does not expect to purchase or sell any significant
equipment, engage in product research or development, and does not expect
any significant changes in the number of its employees. Its business
operations related to identification, evaluation and selection of a
suitable Target Business may, however, be hampered by its limited
resources. Only $10,000 was available for use by the Company after
application of those escrow provisions of its Rule 419 offering. The
remaining funds derived from the offering will remain in escrow until
after a suitable Target Business is identified and properly disclosed and
the other conditions of SEC Rule 419 have been satisfied. These amounts
will not be sufficient to address the current deficiency of working
capital that exists, and will provide only limited resources for the
Company to use to search for a suitable Target Business. Nevertheless,
the Company's management believes that the Company can locate and
evaluate a suitable Target Business with minimal expenditure of funds
after completion of this offering, while deferring payment of other
Company debts because of the commitment and resourcefulness of its
present management team. The Company does not expect to purchase or sell
any significant equipment, engage in product research or development, and
does not expect any significant changes in the number of its employees.
For the three months ended March 31, 1999 and 1998, the Company did not
engaged in any investing activities.
For the three months ended March 31, 1999, the Company did not engaged in
any financing activities.
For the three months ended March 31, 1998, the Company had deferred
offering costs of $1,095 resulting in net cash flows used in financing
activities of $1,095.
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As of March 31, 1999, the Company has not paid, but accrued, the
consulting fees of $12,000. Pursuant to an agreement with the Company's
principle shareholders, no amounts due to him are payable by the Company
until consummation of the merger or acquisition of a target business.
Impact of Year 2000. The Year 2000 issue is the result of computer
programs being written using two digits rather than four to define the
applicable year. Until an acquisition candidate is found, the Company
is unable to determine the effect of the Year 2000 issue on the Company's
future operations.
Any of the Company's target acquisition's computer programs that have
time-sensitive software may recognize a date using 000 as the year 1900
rather than the year 2000.
This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary
inability to process transactions, send payments on invoices, or engage
in similar normal business activities.
The Company will initiate formal communications with its business venture
associates and affiliates to determine the extent to which the Company's
target acquisition's interface systems are vulnerable to those third
parties' failure to remediate their own Year 2000 issues. There can be
no guarantee that the systems of other companies on which the target
acquisition's own systems may rely will be timely converted and would not
have an adverse effect on the Company's systems.
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Franks' Express, Inc.
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
None
(b) Reports on Form 8-K
None
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SIGNATURE
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.
Date: /s/ Charles Burton
----------------------------
Charles Burton, President
May 26, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1998
<CASH> 97,524
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 97,635
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 97,635
<CURRENT-LIABILITIES> 53,633
<BONDS> 0
<COMMON> 5,010
0
0
<OTHER-SE> (38,992)
<TOTAL-LIABILITY-AND-EQUITY> (97,635)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,781
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (875)
<INCOME-PRETAX> (2,764)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,764)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,764)
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
