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 August 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
- ------------------------------- ------------------
(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
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(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 August 31, 1999
follow.
<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
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At August 31, 1999, the Company had cash assets totaling $343.00 and
$2,100.00 in liabilities. Since the Company's inception, it has received a total
of $2,500 in revenues attributable to the sale of printed circulars of
microbrewery listings.
The unaudited financial statement for the quarter-year ended August,
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: November 5, 1999 By /s/ Edward H. Hawkins
---------------------------------
Edward H. Hawkins, Secretary
<PAGE>
Mesa County Brewing Co.
(A Development Stage Company)
Balance Sheet
Unaudited Audited
August February
31, 1999 28, 1999
--------- --------
ASSETS
Current Assets - Cash $ 343 $ 645
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES $2,100 $1,200
------ ------
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, 1999 and August 31, 1999
2,240,000 Issued and Outstanding 1,120 1,120
Deficit Accumulated During
The Development Stage (6,877) (5,675)
------ ------
TOTAL SHAREHOLDERS' EQUITY (1,757) (555)
------ ------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 343 $ 645
====== ======
The Accompanying Notes Are An Integral Part Of
These Unaudited Financial Statements.
<PAGE>
Mesa County Brewing Co.
(A Development Stage Company)
Unaudited Statement Of Operations
Unaudited Unaudited
3 Month 3 Month
Period Ended Period Ended
August August
31, 1999 31, 1998
------------- ------------
Revenue $ 0 $ 0
----------- -----
Bank Charges 24 0
Fees 0 0
Printing 100 0
Professional Fees 250 0
Rent 300 0
Stock Transfer 355 0
Total Expenses 1,029 0
----------- -----
Net (Loss) ($1,029) $ 0
=========== =====
Basic (Loss) Per Common Share ($0.00) $0.00
=========== =====
Weighted Average Common Shares Outstanding 2,240,000 0
=========== =====
The Accompanying Notes Are An Integral Part Of
These Unaudited Financial Statements.
<PAGE>
Mesa County Brewing Co.
(A Development Stage Company)
Unaudited Statement Of Operations
Unaudited
September
Unaudited Unaudited 16, 1991
6 Month 6 Month (Inception)
Period Ended Period Ended Through
August August August
31, 1999 31, 1998 31, 1999
------------- ------------ ---------
Revenue $ 2,500 $0 $2,500
--------- --------- ------
Bank Charges 48 18 82
Fees 0 0 560
Printing 676 0 1,281
Professional Fees 1,873 2,776 5,149
Rent 600 0 1,800
Stock Transfer 505 0 505
--------- --------- ------
Total Expenses 3,702 2,794 9,377
--------- --------- ------
Net (Loss) ($1,202) ($2,794) (6,877)
========= ========= ======
Basic (Loss) Per Common Share ($0.00) $0.00
========= =========
Weighted Average Common Shares Outstanding 2,240,000 1,220,000
========= =========
The Accompanying Notes Are An Integral Part Of
These Unaudited Financial Statements.
<PAGE>
Mesa County Brewing Co.
(A Development Stage Company)
Unaudited Statement Of Cash Flow
Unaudited
September
Unaudited Unaudited 16, 1991
6 Month 6 Month (Inception)
Period Ended Period Ended Through
August August August
31, 1999 31, 1998 31, 1999
------------- ------------ ---------
Net (Loss) ($1,202) ($2,794) ($6,877)
------- ------- -------
Plus Items Not Affecting Cash Flow: 0 0 0
Increase in Accounts Payable 900 0 2100
------- ------- -------
Net Cash Flows From Operations (302) (2,794) (4,777)
------- ------- -------
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 (302) (1,774) 343
Cash At Beginning Of Period 645 3,895 0
------- ------- -------
Cash At End Of Period $ 343 $ 2,121 $ 343
======= ======= =======
Summary Of Non-Cash Investing And
Financing Activities: $ 0 $ 0 $ 0
======= ======= =======
The Accompanying Notes Are An Integral Part Of
These Unaudited Financial Statements.
<PAGE>
Mesa County Brewing Co.
(A Development Stage Company)
Statement Of Shareholders' Equity
<TABLE>
<CAPTION>
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) (1,202) (1,202)
------ --------- ------ ------ ------- -------
Unaudited Balance At August 31, 1999 40,000 2,240,000 $4,000 $1,120 ($6,877) ($1,757)
====== ========= ====== ====== ======= =======
</TABLE>
The Accompanying Notes Are An Integral Part Of
These Unaudited Financial Statements.
<PAGE>
Mesa County Brewing
Notes To Unaudited Financial Statements
For The Six Month Period Ended August 31, 1999
Note 1 - Unaudited Financial Information
The unaudited financial information included for the three month and six month
interim period ended August 31, 1999 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 period presented). The
results of operations for the six month period ended August 31, 1999 are not
necessarily indicative of the results expected for the fiscal year ended
February 29, 2000.
Note 2 - Financial Statements
Management has elected to omit substantially all footnotes relating to the
condensed financial statements of the Company included in the report. For a
complete set of footnotes, reference is made to the Company's Report on Form 10K
- - SB for the year ended February 28, 1999 as filed with the Securities and
Exchange Commission and the audited financial statements included therein.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001055313
<NAME> Mesa County Brewing Co.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1999
<PERIOD-START> FEB-28-1999
<PERIOD-END> AUG-31-1999
<EXCHANGE-RATE> 1
<CASH> 343
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 343
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 343
<CURRENT-LIABILITIES> 2,100
<BONDS> 0
0
4,000
<COMMON> 1,120
<OTHER-SE> 343
<TOTAL-LIABILITY-AND-EQUITY> 2,500
<SALES> 0
<TOTAL-REVENUES> 2,500
<CGS> 0
<TOTAL-COSTS> 1,029
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (1,029)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,029)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,029)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,029)
<EPS-BASIC> (.00)
<EPS-DILUTED> 0
</TABLE>
