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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
Commission File Number: 0-25533
Hightop Capital Corp.
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(Exact name of small business issuer as specified in its charter)
Colorado 84-1503840
- ---------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5770 South Beech Court
Greenwood Village, Colorado 80121
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(Address of principal executive offices including zip code)
(303) 721-0605
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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.
Yes X No___
As of June 30, 1999, the Registrant had 4,000,000 shares of common stock, no
par value per share, outstanding.
Transitional Small Business Disclosure Format (check one): Yes__ No X
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INDEX
PAGE
NUMBER
Part I. Financial Information
Item I. Financial Statements
Balance Sheets as of June 30, 1999
and December 31, 1998 3
Statement of Operations, Three Months
Ended June 30, 1999 4
Statement of Operations, Six Months
Ended June 30, 1999 5
Statement of Cash Flows, Six Months
Ended June 30, 1999 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 8
Part II. Other Information 9
2
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HIGHTOP CAPITAL CORP.
BALANCE SHEETS
(Unaudited)
ASSETS
June 30 December 31
1999 1998
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Current Assets
Cash $ 3,000 $ -
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Total Current Assets 3,000 -
Organization costs, net of amortization 7,225 30
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Total Assets $ 10,225 $ 30
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 250 -
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Total Current Liabilities 250 -
----------- ----------
Stockholders' Equity:
Preferred Stock, no par value,
5,000,000 shares authorized
none issued and outstanding - -
Common Stock, no par value,
100,000,000 shares authorized
4,000,000 shares issued and
outstanding 12,050 50
Additional paid-in capital 9,000 7,200
Accumulated deficit (11,075) (7,220)
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Total Stockholders' Equity 9,975 30
----------- ----------
Total Liabilities and Stockholders' Equity $ 10,225 $ 30
=========== ==========
The accompanying notes are an integral part of the financial statements.
3
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HIGHTOP CAPITAL CORP.
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended June 30, 1999
Revenues $ -
-----------
Operating Expenses:
Amortization 403
Professional fees 850
Rent 300
-----------
Total Operating Expenses 1,553
-----------
Net Loss $ (1,553)
-----------
Per Share $ nil
===========
Weighted Average Number of Shares Outstanding 4,000,000
===========
The accompanying notes are an integral part of the financial statements.
4
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HIGHTOP CAPITAL CORP.
STATEMENT OF OPERATIONS
(Unaudited)
Six Months Ended June 30, 1999
Revenues $ -
-----------
Operating Expenses:
Amortization 805
Professional fees 2,450
Rent 600
-----------
Total Operating Expenses 3,855
-----------
Net Loss $ (3,855)
-----------
Per Share $ nil
===========
Weighted Average Number of Shares Outstanding 4,000,000
===========
The accompanying notes are an integral part of the financial statements.
5
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HIGHTOP CAPITAL CORP.
STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended June 30, 1999
Cash Flows from Operating Activities:
Net (loss) $ (3,855)
Amortization 805
Increase in accounts payable 250
----------
Net Cash Provided By Operating Activities (2,800)
----------
Cash Flows from Investing Activities:
(Increase) in organization costs (8,000)
----------
Net Cash (Used in) Investing Activities (8,000)
----------
Cash Flows from Financing Activities:
Common stock issued 12,000
Increase in additional paid-in capital 1,800
----------
Net Cash Provided by Financing Activities 13,800
----------
Increase in Cash 3,000
Cash, Beginning of Period -
----------
Cash, End of Period $ 3,000
==========
Interest Paid $ -
==========
Income Taxes Paid $ -
==========
The accompanying notes are an integral part of the financial statements.
6
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HIGHTOP CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
June 30, 1999 (Unaudited)
(1) Condensed Financial Statements
The financial statements included herein have been prepared by Hightop Capital
Corp. without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures
normally included in the financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations, and Hightop Capital Corp. believes that
the disclosures are adequate to make the information presented not misleading.
It is suggested that these financial statements be read in conjunction with
the December 31, 1998 audited financial statements and the accompanying notes
thereto. While management believes the procedures followed in preparing these
financial statements are reasonable, the accuracy of the amounts are in some
respect's dependent upon the facts that will exist, and procedures that will
be accomplished by Hightop Capital Corp. later in the year.
The management of Hightop Capital Corp. believes that the accompanying
unaudited condensed financial statements contain all adjustments (including
normal recurring adjustments) necessary to present fairly the operations and
cash flows for the periods presented.
7
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Hightop Capital Corp. (the "Company") was organized as a Colorado corporation
on December 5, 1996, in order to evaluate, structure and complete a merger
with, or acquisition of, prospects consisting of private companies,
partnerships or sole proprietorships. The Company may seek to acquire a
controlling interest in such entities in contemplation of later completing an
acquisition. The Company is not limited to any operation or geographic area
in seeking out opportunities. Management has not identified any particular
business or industry within which the Company will seek an acquisition or
merger. The Company has not conducted, nor have others made available to it,
market research supporting the viability of the Company's proposed operations.
The Company generated no revenues during the quarter ended June 30, 1999, and
management does not anticipate any revenues until following the conclusion of
a merger or acquisition, if any, as contemplated by the Company's business
plan.
The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
At June 30, 1999, the Company had no material commitments for capital
expenditures.
YEAR 2000 COMPLIANCE
The Company is aware of the issues associated with the programming code in
existing computer systems as the year 2000 approaches. The Company has
assessed these issues as they relate to the Company, and since the Company
currently has no operating business and does not use any computers, and since
it has no customers or supplier, it does not believe that there are any
material year 2000 issues to disclose in this Report.
8
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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
None.
9
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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.
HIGHTOP CAPITAL CORP.
Date: July 26, 1999 By:/s/ Joseph J. Peirce
Joseph J. Peirce, President
10
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
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27. FINANCIAL DATA SCHEDULE Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet and statements of operations found on pages 3 and 4 of the
Company's Form 10-QSB for the year to date, and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1999
<CASH> 3,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,225
<CURRENT-LIABILITIES> 250
<BONDS> 0
0
0
<COMMON> 12,050
<OTHER-SE> (2,075)
<TOTAL-LIABILITY-AND-EQUITY> 10,225
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,855
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,855)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
