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 EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-24633
RAKO CORPORATION
(Exact name of small business issuer as specified in its charter)
Idaho 91-0853320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3256 Agate Court, Boise, Idaho 83705
(Address of principal executive offices)
Registrant's telephone no., including area code: (208) 336-3036
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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 CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding as of March 31, 1999
Common Stock, $.001 par value 1,025,030
<PAGE>
TABLE OF CONTENTS
Heading Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements. . . . . . . . . . . . 3
Consolidated Balance Sheets -- March 31, 1999
and December 31, 1998. . . . . . . . . . . . . . . . . 4
Consolidated Statements of Operations -- three
months ended March 31, 1999 and 1998 . . . . . . . . . 5
Consolidated Statements of Stockholders' Equity. . . . . 6
Consolidated Statements of Cash Flows -- three
months ended March 31, 1999 and 1998 . . . . . . . . . 7
Notes to Consolidated Financial Statements . . . . . . . 8
Item 2. Management's Discussion and Analysis and
Results of Operations. . . . . . . . . . . . . . . . . 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 13
Item 2. Changes In Securities. . . . . . . . . . . . . . . . . . 13
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of
Securities Holders . . . . . . . . . . . . . . . . . . 13
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 13
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . 13
<PAGE>
PART I
Item 1. Financial Statements
The following unaudited Financial Statements for the period
ended March 31, 1999, have been prepared by the Company.
RAKO CORPORATION
FINANCIAL STATEMENTS
March 31, 1999 and December 31, 1998
<PAGE>
RAKO CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
March 31, December 31,
1999 1998
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 3,495 $ -
Total Current Liabilities 3,495 -
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock at $0.001 par value; authorized
50,000,000 common shares and 20,000,000
preferred shares; 1,025,030 common shares
issued and outstanding 1,025 1,025
Additional paid-in capital 93,646 93,646
Deficit accumulated during the development stage (98,166) (94,671)
Total Stockholders' Equity (Deficit) (3,495) -
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
<PAGE>
RAKO CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception on
For the October 9,
Three Months Ended 1968 Through
March 31, March 31,
1999 1998 1999
REVENUE $ - $ - $ -
EXPENSES (3,495) - (98,166)
NET LOSS FROM
OPERATIONS $ (3,495) $ - $ (98,166)
LOSS PER SHARE $ (0.00) $ 0.00
<PAGE>
RAKO CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on October 9, 1968 Through March 31, 1999
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Inception on October 9, 1968 - $ - $ - $ -
Common stock issued for mining
claims recorded at predecessor
cost of $0.00 per share 400,000 400 (400) -
Common stock issued for services
at $0.15 per share 400,000 400 59,600 -
Common stock issued for cash
at $0.45 per share 14,734 15 6,615 -
Costs associated with stock offering - - (994) -
Common stock issued for mining
claims recorded at predecessor
cost of $0.075 per share 333,334 333 24,667 -
Net loss for the period ended
December 31, 1995 - - - (90,636)
Balance, December 31, 1995 1,148,068 1,148 89,488 (90,636)
Cancellation of common stock (123,024) (123) 123 -
Fractional shares adjustment (14) - - -
Capital contributed for payment of
expenses - - 2,461 -
Net loss for the year ended
December 31, 1996 - - - (2,461)
Balance, December 31, 1996 1,025,030 1,025 92,072 (93,097)
Net loss for the year ended
December 31, 1997 - - - -
Balance, December 31, 1997 1,025,030 1,025 92,072 (93,097)
Capital contributed for payment
of expenses - - 1,574 -
Net loss for the year ended
December 31, 1998 - - - (1,574)
Balance, December 31, 1998 1,025,030 1,025 93,646 (94,671)
Net loss for the three months
ended March 31, 1999 (unaudited) - - - (3,495)
Balance, March 31, 1999
(unaudited) 1,025,030 $ 1,025 $ 93,646 $ (98,166)
<PAGE>
RAKO CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception on
For the October 9,
Three Months Ended 1968 Through
March 31, March 31,
1999 1998 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Income (loss) from operations $ (3,495) $ - $ (98,166)
Adjustments to reconcile net
income to net cash provided
by operating activities:
Stock issued for services - - 60,000
Increase (decrease) in accounts
payable 3,495 - 28,495
Net Cash Used by Operating
Activities - - (9,671)
CASH FLOWS FROM
INVESTING ACTIVITIES - - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock for cash - - 5,636
Expenses paid on Company's behalf - - 4,035
Net Cash Provided by
Financing Activities - - 9,671
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - - -
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD - - -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ - $ -
Cash Paid For:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
SUPPLEMENTAL SCHEDULE OF
NON-CASH FINANCING ACTIVITIES
Stock issued for services $ - $ - $ 60,000
Stock issued for mining claims $ - $ - $ 25,000
<PAGE>
RAKO CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 1999 and December 31, 1998
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
On October 9, 1968, Bell Silver Mining and Milling
Corporation was incorporated under the Laws of Idaho with
the purpose of developing mining claims. On the date of
incorporation, 10,000,000 shares of $0.10 par value common
stock were authorized.
On March 3, 1969, Bell Silver Mining and Milling
Corporation changed its name to Silver Strike Mining Co.
Inc. The number of shares of common stock authorized was
changed from 10,000,000 shares of $0.10 par value common
stock to 5,000,000 shares of $0.10 par value common stock.
On May 17, 1973, Silver Strike Mining and Milling Co. Inc,
changed its name to Rako Corporation.
On March 25, 1996, the Articles of Incorporation were
amended to change the par value of the common stock to
$0.005 and the number of authorized shares to 100,000,000.
On May 15, 1996, the Articles of Incorporation were amended
to change the par value of he common stock to $0.001 and
the number of authorized shares to 50,000,000 common and
20,000,000 preferred.
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.
b. Provision for Taxes
No provision for income taxes has been made due to the
inactive status of the Company. The Company has net
operating loss carryovers of approximately $8,000 which
expire in 2014. The potential tax benefit of the loss
carryovers has been offset in full by a valuation
allowance.
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.
<PAGE>
RAKO CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 1999 and December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Basic Loss Per Common Share
Basic loss per common share has been calculated based on
the weighted average number of shares of common stock
outstanding during the period.
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. (see Note 5).
Currently management has committed to covering all
operating and other costs until a merger is completed.
NOTE 4 - STOCK TRANSACTIONS
On October 10, 1968, the Board of Directors issued 600,000
shares of $0.10 par value common stock for mining claims
received from the founder of the Company. The claims were
recorded at predecessor cost of $-0-.
On October 10, 1968, the Board of Directors issued 600,000
shares of $0.10 par value common stock for services
rendered during the organization of the Company.
On October 28, 1969, the Board of Directors initiated a
public offering in which 22,100 shares of $0.10 par value
common stock were sold at a gross price of $0.30 per
share.
On September 13, 1984, the Board of Directors issued
500,000 shares of $0.10 par value common stock for mining
claims which were recorded at predecessor cost of $0.05
per share.
On April 10, 1996, the Company canceled 184,536 shares of
common stock.
On May 15, 1996, the shareholders effected a 1-for-3
reverse stock split of all the issued and outstanding
common stock.
On March 17, 1998, the shareholders effected a 2-for-1
forward stock split of all the issued and outstanding
common stock.
The accompanying financial statements reflect the stock
splits on a retroactive basis.
<PAGE>
RAKO CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 1999 and December 31, 1998
NOTES 5 - FAILED ACQUISITION
On May 9, 1996, the shareholders voted to acquire all of
the issued and outstanding shares of Spencer
Entertainment, Inc., a Nevada Corporation, in exchange for
the Company's authorized, but previously unissued common
stock. On June 11, 1996, the Company issued 6,300,000
shares as part of the terms of this agreement, however, on
November 22, 1996, the Company completed a recission
agreement regarding the plan of reorganization and
acquisition agreement between the Company and Spencer
Entertainment, Inc. and canceled the 6,300,000 shares that
were issued. The recission has been reflected in the
financial statements on a retroactive basis.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following information should be read in conjunction with
the financial statements and notes thereto appearing elsewhere in
this Form 10-QSB.
The Company is considered a development stage company with no
assets or capital and with no significant operations or income
since approximately 1986. In July 1998, the Company filed with the
Securities and Exchange Commission a registration statement on
Form 10-SB. All costs and expenses associated with the
registration statement have been paid for by a shareholder of the
Company. It is anticipated that the Company will require only
nominal capital to maintain the corporate viability of the Company
and necessary funds will most likely be provided by the Company's
officers and directors in the immediate future. However, unless
the Company is able to facilitate an acquisition of or merger with
an operating business or is able to obtain significant outside
financing, there is substantial doubt about its ability to continue
as a going concern.
Plan of Operation
During the next 12 months, the Company will actively seek out
and investigate possible business opportunities with the intent to
acquire or merge with one or more business ventures. Because the
Company lacks funds, it may be necessary for the officers and
directors to either advance funds to the Company or to accrue
expenses until such time as a successful business consolidation can
be made. Management intends to hold expenses to a minimum and to
obtain services on a contingency basis when possible. Further, the
Company's directors will defer any compensation until such time as
an acquisition or merger can be accomplished and will strive to
have the business opportunity provide their remuneration. However,
if the Company engages outside advisors or consultants in its
search for business opportunities, it may be necessary for the
Company to attempt to raise additional funds.
As of the date hereof, the Company has not made any
arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital. In the event the Company does
need to raise capital, most likely the only method available to the
Company would be the private sale of its securities. Because of
the nature of the Company as a development stage company, it is
unlikely that it could make a public sale of securities or be able
to borrow any significant sum from either a commercial or private
lender. There can be no assurance that the Company will be able to
obtain additional funding when and if needed, or that such funding,
if available, can be obtained on terms acceptable to the Company.
The Company does not intend to use any employees, with the
possible exception of part-time clerical assistance on an as-needed
basis. Outside advisors or consultants will be used only if they
can be obtained for minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this
manner and to continue its search for business opportunities during
the next twelve months.
Net Operating Loss
The Company has accumulated approximately $8,000 of net
operating loss carryforwards as of March 31, 1999, which may be
offset against taxable income and income taxes in future years.
The use of these losses to reduce future income taxes will depend
on the generation of sufficient taxable income prior to the
expiration of the net operating loss carryforwards. The
carry-forwards expire in the year 2014. In the event of certain
changes in control of the Company, there will be an annual
limitation on the amount of net operating loss carryforwards which
can be used. No tax benefit has been reported in the financial
statements for the year ended December 31, 1998 or the three month
period ended March 31, 1999 because there is a 50% or greater
chance that the carryforward will not be used. Accordingly, the
potential tax benefit of the loss carryforward is offset by a
valuation allowance of the same amount.
Inflation
In the opinion of management, inflation has not and will not
have a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition
or merger. At that time, management will evaluate the possible
effects of inflation on the Company related to it business and
operations following a successful acquisition or merger.
Year 2000
Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the
applicable year. In such case, programs that have time-sensitive
logic may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations or system
failures.
Because the Company currently does not have any operations
except for its search for viable business opportunities, it does
not own or use any computer equipment. The Company does not
anticipate doing a full assessment of the potential Year 2000 issue
until it has made an acquisition of or merged with an operating
entity. The Company does not believe that the cost of addressing
the issue will have a material adverse impact on its financial
position. Further, the Company believes that no third parties with
whom it may have a material relationships will be materially
affected by the Year 2000 issues.
Risk Factors and Cautionary Statements
This report contains certain forward-looking statements. The
Company wishes to advise readers that actual results may differ
substantially from such forward-looking statements. Forward-
looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in or
implied by the statements, including, but not limited to, the
following: the ability of the Company search for appropriate
business opportunities and subsequently acquire or merge with such
entity, to meet its cash and working capital needs, the ability of
the Company to maintain its existence as a viable entity, and other
risks detailed in the Company's periodic report filings with the
Securities and Exchange Commission.
PART II
Item 1. Legal Proceedings
There are presently no other material pending legal
proceedings to which the Company or any of its subsidiaries is a
party or to which any of its property is subject and, to the best
of its knowledge, no such actions against the Company are
contemplated or threatened.
Item 2. Changes In Securities
This Item is not applicable to the Company.
Item 3. Defaults Upon Senior Securities
This Item is not applicable to the Company.
Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable to the Company.
Item 5. Other Information
This Item is not applicable to the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedules
(b) Reports on Form 8-K
No report on Form 8-K was filed by the Company during the
three month period ended March 31, 1999.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
RAKO CORPORATION
Date: May 20, 1999 By: /S/ Kenneth D. Montee
KENNETH D. MONTEE
C.E.O., C.F.O., President
and Director
Date: May 20, 1999 By: /S/ Ray Montee
RAY MONTEE
Secretary/Treasurer, and
Director
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE RAKO CORPORATION FINANCIAL
STATEMENTS FOR THE PERIOD ENDED MARCH 31, 1999 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-30-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 3,495
<BONDS> 0
0
0
<COMMON> 1,025
<OTHER-SE> 93,646
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 3,495
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,495)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,495)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,495)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
</TABLE>
