<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarter Ended: June 30, 1999
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period from _____________ to ____________
Commission File Number 0-24721
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BARBECUE CAPITAL CORP.
----------------------------------------------
(Name of Small Business Issuer in its charter)
Nevada 87-0616538
- ------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
2046 East Murray-Holiday Road, Suite 202, Salt Lake City, Utah 84117
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(Address of principal executive offices and Zip Code)
(801) 272-4400
----------------------------------------------------
(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 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.
(1) Yes X No (2) Yes X No
--- --- --- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, Par Value $0.001 1,023,000
- -------------------------------- ----------------------------
Title of Class Number of Shares Outstanding
as of August 16, 1999
<PAGE>
<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BARBECUE CAPITAL CORP.
FINANCIAL STATEMENTS
(UNAUDITED)
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made. These
financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.
<PAGE>
<PAGE> 3
BARBECUE CAPITAL CORP.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
June 30, December 31,
1999 1998
----------- -----------
(Unaudited)
CURRENT ASSETS
Cash $ 24,718 $ 36,250
----------- -----------
Total Current Assets 24,718 36,250
----------- -----------
OTHER ASSETS
Prototype (Note 6) 1,500 1,500
----------- -----------
Total Other Assets 1,500 1,500
----------- -----------
TOTAL ASSETS $ 26,218 $ 37,750
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 3,750 $ -
----------- -----------
Total Liabilities 3,750 -
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, authorized
25,000,000 shares; 1,023,000 shares issued
and outstanding 1,023 1,023
Additional paid in capital 50,371 50,371
Deficit accumulated during the development
stage (28,926) (13,644)
----------- -----------
Total Stockholders' Equity 22,468 37,750
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 26,218 $ 37,750
=========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 4
BARBECUE CAPITAL CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
From
For the For the Inception on
Three Months Ended Six Months Ended December 18,
June 30, June 30, 1996 Through
------------------- --------------------- June 30,
1999 1998 1999 1998 1999
----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
EXPENSES 6,312 2,079 15,282 2,078 28,926
----------- ------------ ------------ ------------ ------------
NET LOSS $ (6,312) $ (2,079) $ (15,282) $ (2,078) $ (28,926)
=========== ============ ============ ============ ============
BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=========== ============ ============ ===========
BASIC NUMBER OF SHARES
OUTSTANDING 1,023,000 1,023,000 1,023,00 1,023,000
=========== ============ ============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 5
BARBECUE CAPITAL CORP.
(A Development Stage Company)
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid in Development
Shares Amount Capital Stage
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Inception, December 18,1996 - $ - $ - $ -
Common stock issued for
cash at $0.02 per share 500,000 500 9,500 -
Net loss from inception on
December 18, 1996 through
December 31, 1996 - - - -
------------ ------------ ------------ ------------
Balance, December 31, 1996 500,000 500 9,500 -
Net loss for year ended
December 31, 1997 - - - (458)
------------ ------------ ------------ ------------
Balance, December 31, 1997 500,000 500 9,500 (458)
Common stack issued for cash at
$0.10 per share 523,000 523 51,777 -
Stock offering costs - - (10,906) -
Net loss for the year ended
December 31, 1998 - - - (13,186)
------------ ------------ ------------ ------------
Balance, December 31, 1998 1,023,000 1,023 50,371 (13,644)
Net loss for the six months ended
June 30, 1999 (unaudited) - - - (15,282)
------------ ------------ ------------ ------------
Balance, June 30, 1999 (unaudited) 1,023,000 $ 1,023 $ 50,371 $ (28,926)
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
BARBECUE CAPITAL CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
From
For the For the Inception on
Three Months Ended Six Months Ended December 18,
June 30, June 30, 1996 Through
----------------------- ---------------------- June 30,
1999 1998 1999 1998 1999
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,312) $ (2,078) $ (15,282) $ (2,078) $ (28,926)
Adjustments to reconcile net loss to
net cash provided (used) by operating
activities:
Amortization expense - - - - 495
Increase (decrease) in accounts payable 2,250 - 3,750 - 3,750
---------- ---------- ---------- ---------- ----------
Net Cash Provided (Used) by Operating
Activities (4,062) (2,078) (11,532) (2,078) (24,681)
---------- ---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Prototype of prototype - - - - (1,500)
Organization costs incurred - - - - (495)
---------- ---------- ---------- ---------- ----------
Net Cash Provided (Used) by Investing
Activities - - - - (1,995)
---------- ---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock offering costs - (6,024) - (6,024) (10,906)
Issuance of common stock for cash - 52,300 - 52,300 62,300
---------- ---------- ---------- ---------- ----------
Net Cash Provided (Used) by
Financing Activities $ - $ 46,276 $ - $ 46,276 $ 51,394
---------- ---------- ---------- ---------- ----------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ (4,062) $ 44,198 $ 11,532 $ 44,198 $ 24,718
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 28,780 1,756 36,250 1,756 -
---------- ---------- ---------- ---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 24,718 $ 45,954 $ 24,718 $ 45,954 $ 24,718
========== ========== ========== ========== ==========
Cash Paid For:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 7
BARBECUE CAPITAL CORP.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 and December 31, 1998
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS
On December 18, 1996 Barbecue Capital Corp. (the Company) was incorporated under
the laws of Nevada to evaluate privately held companies whose primary business
is the holding, purchasing, mortgaging and conveying of real and personal
property.
The Company has authorized 25,000,000 shares of $0.001 par value common stock.
The Company has elected a calendar year end.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year end.
b. Income Taxes
As of June 30, 1999, the Company had a net operating loss carryforward for
federal income tax purposes of approximately $28,900 that may be used in future
years to offset taxable income. The net operating loss carryforward will
expire by 2014. The tax benefit of the cumulative carryforwards has been offset
by a valuation allowance of the same amount.
c. Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
d. Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
e. Organization Costs
The costs incurred with the organization of the Company were capitalized as of
December 31, 1997. During the year ended December 31, 1998, the organizational
costs were expensed.
<PAGE>
<PAGE> 8
BARBECUE CAPITAL CORP.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 and December 31, 1998
NOTE 3 -GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has not established revenues sufficient to cover its
operating costs and allow it to continue as a going concern. The Company is
seeking a merger with an existing operating company. Currently management is
committed to cover all operating and other costs until sufficient revenues are
generated.
NOTE 4 - STOCK TRANSACTIONS
On December 31, 1996, the Board of Directors authorized a stock issuance
totaling 500,000 shares to officers of the Company for cash consideration of
$10,000.
The Company has issued to the public, 523,000 shares of its common stock at
$0.10 per share. The costs of the stock offering of $10,906 were charged against
the proceeds of the offering.
NOTE 5 - PROTOTYPE
During the year ended December 31, 1998, $1,500 was expended to produce a
working prototype barbeque grill. The Company has subsequently begun marketing
its grill on the internet and using the prototype grill for demonstrations.
<PAGE>
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
- -------------------------------------------------
This periodic report contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to
the financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities for
existing products, plans and objectives of management. Statements in this
periodic report that are not historical facts are hereby identified as "forward-
looking statements" for the purpose of the safe harbor provided by Section 21E
of the Exchange Act and Section 27A of the Securities Act.
Business of the Company
- -----------------------
The Company was incorporated in Nevada on December 18, 1996, to engage in
the manufacture and distribution of commercial size barbecues for individual,
groups, and restaurant use. After two seasonal business cycles of trying to
develop a market for the Company's barbecues, management of the Company
determined that without significant additional funding, the Company would not be
able to compete in the barbecue business. Accordingly, after several
unsuccessful attempts to obtain additional capital, the Company determined that
it was in the Company's and its shareholders best interest to cease the barbecue
business and search for alternative businesses while the Company was still
solvent.
The Company intends to take advantage of any reasonable business proposal
presented which management believes will provide the Company and its
stockholders with a viable business opportunity. The board of directors will
make the final approval in determining whether to complete any acquisition,
and unless required by applicable law, the articles of incorporation, bylaws
or by contract, stockholders' approval may not be sought.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and other
instruments will require management time and attention and will require the
Company to incur costs for payment of accountants, attorneys, and others. If a
decision is made not to participate in or complete the acquisition of a specific
business opportunity, the costs incurred in a related investigation will not be
recoverable. Further, even if an agreement is reached for the participation in
a specific business opportunity by way of investment or otherwise, the failure
to consummate the particular transaction may result in the loss to the Company
of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to complete the participation in or acquisition of any future
business prospect. There is no assurance that the Company will be able to
acquire an interest in any such prospects, products or opportunities that may
exist or that any activity of the Company, regardless of the completion of any
participation in or the acquisition of any business prospect, will be
profitable.
<PAGE>
<PAGE> 10
Discussion and Analysis of Financial Condition and Results of Operations
- ------------------------------------------------------------------------
Liquidity and Capital Resources
-------------------------------
As of June 30, 1999, the Company had assets of $26,218 and liabilities of
$3,750. Working Capital at June 30, 1999, was $20,968. The Company has only
incidental ongoing expenses primarily associated with maintaining its corporate
status, finalizing the closure of its business and professional fees associated
with accounting costs. For the three and six months ended June 30, 1999, the
Company had expenses of $6,312 and $15,282, respectively. These expenses
consisted of professional fees associated with filing to become a reporting
issuer with the Securities and Exchange Commission, salaries and marketing
efforts on its barbecues.
Management anticipates that the Company will incur more cost including
legal and accounting fees to locate and complete a merger or acquisition. At
the present time the Company has the assets to meet these financial
requirements. The Company does not, however, have substantial assets to entice
potential business opportunities to enter into transactions with the Company.
Since inception the Company has not generated revenue and it is unlikely
that any revenue will be generated until the Company locates a business
opportunity with which to acquire or merge. Management of the Company will be
investigating various business opportunities. These efforts may cost the
Company not only out of pocket expenses for its management but also expenses
associated with legal and accounting cost. There can be no guarantee that the
Company will receive any benefits from the efforts of management to locate
business opportunities.
If and when the Company locates a business opportunity, management of the
Company will give consideration to the dollar amount of that entity's
profitable operations and the adequacy of its working capital in determining
the terms and conditions under which the Company would consummate such an
acquisition. Potential business opportunities, no matter which form they may
take, will most likely result in substantial dilution for the Company's
shareholders as it has only limited capital and no operations.
The Company does not intend to employ anyone in the future, unless its
present business operations were to change. The president of the Company is
providing the Company with a location for its offices on a "rent free basis."
The Company does intend to reimburse its officers and directors for out of
pocket cost.
Results of Operations
---------------------
For the three and six months ended June 30, 1999, the Company had a net
loss of $6,312 and $15,282. The Company had no revenue for the three and six
months ended June 30, 1999. The Company does not anticipate any revenue until
it locates a new business opportunity.
<PAGE>
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
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
(a) Exhibits.
---------
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K.
--------------------
None.
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.
BARBECUE CAPITAL CORP.
[Registrant]
Dated: August 30, 1999 By/S/Joe Thomas, President,
Chief Financial Officer, and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 24,718
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 24,718
<PP&E> 1,500
<DEPRECIATION> 0
<TOTAL-ASSETS> 26,218
<CURRENT-LIABILITIES> 3,750
<BONDS> 0
0
0
<COMMON> 51,394
<OTHER-SE> (28,926)
<TOTAL-LIABILITY-AND-EQUITY> 26,218
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 15,282
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (15,282)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,282)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
