Form 10-QSB
U.S. Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
[X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended May 31, 1999.
[ ] Transition report pursuant section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ..................to..................
Commission file number: 0-25319 - CIK: 0001055313
Mesa County Brewing Co.
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(Exact name of small business issuer as specified in its charter)
Colorado 84-1191355
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4155 E. Jewell Ave., Suite 909 Denver, Colorado 80222
- ----------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, (303) 691-6163
NONE
----
(Former name, former address and former fiscal year,
if changed since last report)
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. Yes:
X No:
Applicable only to issuers involved in bankruptcy
proceedings during the preceding five years
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes......No........
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,240,000
Transitional Small Business Disclosure Format (check one); Yes: No: X
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited financial statements for the quarter year ended May 31, 1999
follow.
Mesa County Brewing Co.
(A Development Stage Company)
Balance Sheet
Unaudited Audited
May February
31, 1999 28, 1999
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ASSETS
Current Assets - Cash $ 771 $ 645
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES $ 1,500 $ 1,200
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SHAREHOLDERS' EQUITY
Preferred Stock, No Par Value,
Non Voting, Authorized 5,000,000 shares;
Issued And Outstanding 40,000 Shares 4,000 4,000
Common Stock, No Par Value
Authorized 50,000,000 shares;
Issued and Outstanding 200,000 Shares
February 28, 1998 and 2,240,000 Shares
Issued and Outstanding (Unaudited) 1,120 1,120
Deficit Accumulated During
The Development Stage (5,849) (5,675)
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TOTAL SHAREHOLDERS' EQUITY (729) (555)
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 771 $ 645
======= =======
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
Mesa County Brewing Co.
(A Development Stage Company)
Unaudited Statement Of Operations
Unaudited
September
Unaudited Unaudited 16, 1991
3 Month 3 Month (Inception)
Period Ended Period Ended Through
May May May
31, 1999 31, 1998 31, 1999
-------- -------- --------
<S> <C> <C> <C>
Revenue $ 2,500 $ 0 $ 2,500
----------- ----------- -----------
Bank Charges 24 16 58
Fees 0 0 560
Printing 577 0 1,182
Professional Fees 1,623 2,776 4,899
Rent 300 300 1,500
Stock Transfer 150 0 150
----------- ----------- -----------
Total Expenses 2,674 3,092 8,349
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Net (Loss) ($ 174) ($ 3,092) (5,849)
=========== =========== ===========
Basic (Loss) Per Common Share ($ 0.00) $ 0.00
=========== ===========
Weighted Average Common Shares Outstanding 2,240,000 946,667
=========== ===========
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
</TABLE>
<PAGE>
Mesa County Brewing Co.
(A Development Stage Company)
Unaudited Statement Of Cash Flow
Unaudited
September
Unaudited Unaudited 16, 1991
3 Month 3 Month (Inception)
Period Ended Period Ended Through
May May May
31, 1999 31, 1998 31, 1999
-------- -------- --------
Net (Loss) ($ 174) ($3,092) ($5,849)
------- ------- -------
Plus Items Not Affecting Cash Flow: 0 0 0
Increrase In Accounts Payable 300 300 1500
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Net Cash Flows From Operations 126 (2,792) (4,349)
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Cash Flows From Investing Activities:
Net Cash Flows From Investing: 0 0 0
------- ------- -------
Cash Flows From Financing Activities:
Common Stock Issued For Cash 0 1,020 1,120
Preferred Stock Issued For Cash 0 0 4,000
------- ------- -------
Net Cash Flows From Financing: 0 1,020 5,120
------- ------- -------
Net Increase (Decrease) In Cash 126 (1,772) 771
Cash At Beginning Of Period 645 3,895 0
------- ------- -------
Cash At End Of Period $ 771 $ 2,123 $ 771
======= ======= =======
Summary Of Non-Cash Investing And
Financing Activities: $ 0 $ 0 $ 0
======= ======= =======
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
Mesa County Brewing Co.
(A Development Stage Company)
Unaudited Statement Of Shareholders' Equity
Net (Loss)
Accumulated
Number Of Number Of During The
Shares Shares Preferred Common Development
Preferred Common Stock Stock Stage Total
--------- ------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Balance At September 16, 1991 and
February 28, 1992, 1993, 1994, 1995
1996, and 1997 0 0 $ 0 $ 0 $ 0 $ 0
February 3, 1998 issued 200,000
Shares Of No Par Value Common Stock
for cash of $100 or $.0005 per share 200,000 100 100
February 5, 1998 issued 40,000 Shares
Of No Par Value Preferred Stock for
cash of $4,000 or $.10 per share 40,000 4,000 4,000
Net (Loss) (205) (205)
---------- ---------- ---------- ---------- ---------- ----------
Balance At February 28, 1998 40,000 200,000 4,000 100 (205) 3,895
May 1998 issued 2,040,000 Shares of
No Par Value Common Stock for Cash
of $1,120 or $.0005 Per Share 2,040,000 1,020 1,020
Net (Loss) (5,470) (5,470)
---------- ---------- ---------- ---------- ---------- ----------
Balance At February 28, 1999 40,000 2,240,000 4,000 1,120 (5,675) (555)
Net (Loss) (174) (174)
---------- ---------- ---------- ---------- ---------- ----------
Unaudited Balance At May 31, 1999 40,000 2,240,000 $ 4,000 $ 1,120 ($ 5,849) ($ 729)
========== ========== ========== ========== ========== ==========
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
</TABLE>
<PAGE>
Mesa County Brewing Co.
(A Development Stage Company)
Notes To Unaudited Financial Statements
For The Nine Month Period Ended May 31, 1999
- --------------------------------------------
Note 1 - Unaudited Financial Information
- ----------------------------------------
The unaudited financial information included for the three month period ended
May 31, 1999 and May 31, 1998 were taken from the books and records without
audit. However, such information reflects all adjustments (consisting only of
normal recurring adjustments, which are of the opinion of management, necessary
to reflect properly the results of interim periods presented). The results of
operations for the three month period ended May 31, 1999 are not necessarily
indicative of the results expected for the year ended February 28, 2000.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
- -----------------------------------------------------------------
The Company produces consolidated information and data relating to brewpubs
and microbreweries located in the area generally described as the Rocky Mountain
area, comprised of the states of Montana, Wyoming, Utah, Colorado, Arizona and
New Mexico, and the various beers which are brewed by these establishments.
Information and data about brewpubs and microbreweries are collected and
assembled in part from public state and federal data banks relating to liquor
and restaurant licensing. In addition, the Company acquires information and
retail documentation from various trade associations and organizations. This
information is compiled, catalogued and marketed in several ways including
printed brochures, pamphlets, promotional items, and through internet sites.
This acquisition and assemblage of information and data does not require a
material amount of resources of the Company as the information is available at
no charge from a number of industry sources.
In the company's target sales area, there are approximately 145
microbrewers and brewpubs in the State of Colorado with the largest grouping in
metropolitan Denver numbering 54. The next largest grouping is north of Denver
encompassing Boulder and Ft. Collins, each being college towns and numbering in
total 31. There are approximately 14 of such establishments in Arizona, 14 in
Montana, 3 in Wyoming, 11 in Utah, and 13 in New Mexico. The exact number of
establishments changes frequently as some organizations founder and close,
others consolidate and merge, while other new ones emerge from time to time. The
Company sees this fluctuating number of microbrewers and brewpubs as an
advantage to its business as the documentation of these organizations and the
products they produce will, of necessity, need to be updated monthly or
quarterly.
The Company does not intend to become a gathering or source depository for
industry data, but will report such data to media and promotional organizations.
The primary thrust of the Company is the coordinate a listing of microbrews and
brewpubs for release to the general public as an encouragement to patronize
these establishments and products. To facilitate this publishing effort, the
Company will rely on advertising revenue for space sales in printed and internet
media. The printed materials will be made available to advertisers for free
handouts at various public events, gatherings, concerts, etc.
Competition from other companies which may or may not be engaged in the
same or similar business is difficult to ascertain at the present time. General
circulation newspapers publish local restaurant and bar information from time to
time in restaurant and entertainment guides, but the Company has determined that
these listings are infrequent and often times obsolete after several months.
Some data are disbursed by industry associations but this information is usually
of a technical nature and of small use to retail customers of microbrewery
products and brewpubs. The Company believes it can compete successfully as it
has determined that although the information and data are available from many
scattered sources in numerous forms, no company to the Company's knowledge has
yet compiled such information in an organized and useful manner with the thrust
to the retail customer and beer affectionados.
<PAGE>
Management believes that the Company's minimal level of business operations
currently will be sufficient to sustain its operations. Management is prepared,
however, to seek additional equity and/or debt financing, the availability of
which could not be assured, in order to expand and increase the level of the
Company's operations. This capital, if available, would be utilized for the
immediate, up-front costs of employing additional staff and sales personnel. The
Company has been operating only a short period of time and is still in the
process of developing techniques and sales methods appropriate to its business
plan. At the present time, management is unable to predict the number of
additional employees which may be needed in the future.
Financial Condition, Capital Resources and Liquidity
- ----------------------------------------------------
At May 31, 1999, the Company had cash assets totaling $771.00 and $1,500.00
in liabilities. Since the Company's inception, it has received a total of $2,000
in revenues attributable to the sale of printed circulars of microbrewery
listings.
The unaudited financial statement for the quarter-year ended May 31, 1999,
indicates the Company's small amount working capital and its lack of liquidity.
Management believes that the Company must increase its sales efforts
Year 2000 Issues. The publication business of the Company may be impacted
to an unknown degree in the sales and marketing of its products and services,
but only to the extent of its own internal word processing and billing
procedures. The Company is unable at this date to make any reasonable estimate
of difficulties which may be encountered in the future due to the impact of
computer technology which may be unable to accommodate the automatic use of the
year 2000 in numbered use.
PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K
Exhibits:
(2) Plan of acquisition, reorganization, arrangement liquidation, or
succession.
Not applicable.
(4) Instruments defining the rights of holders, incl. Indentures.
Previously filed.
(10) Material contracts.
None.
(11) Statement re: computation of per share earnings.
Previously filed.
(15) Letter on unaudited interim financial information.
See Note 1. of unaudited financial statements.
<PAGE>
(19) Reports furnished to securities holders.
None.
(22) Published report regarding matters submitted to vote.
None.
(23) Consents of experts and counsel.
Previously filed.
(24) Power of attorney.
Previously filed.
(27) Financial Data Schedule
Signatures.
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MESA COUNTY BREWING CO.
(Registrant)
Date: July 19, 1999 By /s/ Edward H. Hawkins
- ------------------- ------------------------
Edward H. Hawkins, Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1999
<PERIOD-START> FEB-28-1999
<PERIOD-END> MAY-31-1999
<CASH> 771
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 771
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 771
<CURRENT-LIABILITIES> 1,500
<BONDS> 0
0
4,000
<COMMON> 849
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 771
<SALES> 0
<TOTAL-REVENUES> 2,500
<CGS> 0
<TOTAL-COSTS> 2,674
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (174)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (174)
<INCOME-TAX> 0
<INCOME-CONTINUING> (174)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (174)
<EPS-BASIC> (.00)
<EPS-DILUTED> 0
</TABLE>
