BAHAMAS ENTERPRISES INC
10QSB, 1999-07-22
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<PAGE>   1
                     U.S. 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 quarterly period ended June 30, 1999

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

              For the transition period from _______ to __________


                            BAHAMAS ENTERPRISES, INC.
                 (Name of Small Business Issuer in its Charter)

            Nevada                                               88-0409159
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)


                      2980 S. Rainbow Boulevard, Suite 108
                             Las Vegas, Nevada 89102
                    (Address of principal executive offices)

Registrant's telephone number:                                    (702) 248-1047


                      2980 S. Rainbow Boulevard, Suite 108
                             Las Vegas, Nevada 89146
       (Former name or former address, if changed since last report)

Indicate by checkmark 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 in the past 90 days

         Yes [ X ]       No [   ]

Indicate the number of shares outstanding for each of the issuer's classes of
Common Stock as of the last practical date:

         Common Stock, Par Value $0.001 Per Share, 2,100,000 Shares Outstanding
         at June 30, 1999.

Transactional Small Business Disclosure Format

         Yes [   ]      No [ X ]

<PAGE>   2

                            BAHAMAS ENTERPRISES, INC.

                                TABLE OF CONTENTS



<TABLE>
<S>                                                                     <C>
PART I   FINANCIAL STATEMENTS

         Item 1   FINANCIAL STATEMENTS (Unaudited)

                    Balance Sheets . . . . . . . . . . . . . . . . . .  3

                    Statement of Operations. . . . . . . . . . . . . .  5

                           Statement of Changes in
                           Stockholder Equity. . . . . . . . . . . . .  6

                           Statement of Cash Flows . . . . . . . . . .  7

                           Notes to Financial Statements . . . . . . .  8

         Item 2   Management Discussion and Analysis
                           of Financial Condition and Results
                           of Operations . . . . . . . . . . . . . . . 13


PART II                    OTHER INFORMATION . . . . . . . . . . . . . 13

                    SIGNATURES . . . . . . . . . . . . . . . . . . . . 14
</TABLE>


                                       2.
<PAGE>   3

                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET


                                     ASSETS

<TABLE>
<CAPTION>
                                                           6 Mos Ending            Year Ended
                                                           June 30,1999            Dec.31,1998
                                                           (Unaudited)             (Audited)
                                                         -----------------       ---------------
<S>                                                      <C>                     <C>
CURRENT ASSETS                                           $               0       $             0
                                                         -----------------       ---------------

     TOTAL CURRENT ASSETS                                $               0       $             0
                                                         -----------------       ---------------

OTHER ASSETS                                             $               0       $             0
                                                         -----------------       ---------------

     TOTAL OTHER ASSETS TOTAL ASSETS                     $               0       $             0
                                                         -----------------       ---------------

     TOTAL ASSETS                                        $               0       $             0
                                                         -----------------       ---------------
</TABLE>





























                 See accompanying notes to financial statements


                                     - 3 -
<PAGE>   4

                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET


                      LIABILITIES AND STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                                         6 Mos Ending            Year Ended
                                                         June 30,1999            Dec.31,1998
                                                         (Unaudited)             (Audited)

<S>                                                       <C>                    <C>
CURRENT LIABILITIES:

     Officers Advances (Note 6)                           $         12,000       $              0
                                                          ----------------       ----------------

TOTAL CURRENT LIABILITIES                                 $         12,000       $              0
                                                          ----------------       ----------------



STOCKHOLDERS EQUITY (Note 1)

Common Stock, No Par Value
Authorized 25,000 Shares
Issued and Outstanding at

December 31, 1998 - 21,000 Shares                                                $          2,100

Common stock, $.001 par value
authorized 25,000,000 shares
issued and outstanding at
June 30, 1999 - 2,100,000 shares                          $          2,100

     Additional paid in Capital                                          0                      0

     Accumulated loss                                              -14,100                 -2,100
                                                          ----------------        ---------------
TOTAL STOCKHOLDERS' EQUITY                                $        -12,000       $              0
                                                          ----------------        ---------------

TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY                                       $              0       $              0
                                                          ----------------       ----------------
</TABLE>











                 See accompanying notes to financial statements


                                     - 4 -
<PAGE>   5

                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         July 10,1996
                            3 Mos Ended     3 Mos Ended   6 Mos. Ended     6 Mos. Ended   (Inception)
                              June 30,        June 30,       June 30,         June 30,    to June 30,
                                1999            1998           1999             1998         1999
                                ----            ----           ----             ----         ----
<S>                         <C>             <C>            <C>              <C>           <C>
REVENUE:                    $          0    $         0    $        0       $        0    $        0
                            ------------    -----------    ----------       ----------    ----------

EXPENSES:
   General, Selling
   and Administrative       $    10,275     $         0    $     12,000     $         0   $   14,100
                            -----------     -----------    ------------     -----------   ----------

   Total Expenses           $    10,275     $         0    $     12,000     $         0   $   14,100
                            -----------     -----------    ------------      ----------    ---------

Net Profit/Loss (-)         $   -10,275     $         0    $    -12,000     $         0   $  -14,100
                            -----------     -----------    ------------      ----------    ---------

Net Profit/Loss(-)
per weighted
share (Note 2)              $     -.0049    $      NIL     $     -.0057     $       NIL   $   -.0067
                            ------------     ---------     ------------      ----------    ---------


Weighted average
number of common
shares outstanding             2,100,000     2,100,000        2,100,000       2,100,000    2,100,000
                            ------------    ----------     ------------     -----------   ----------
</TABLE>











                 See accompanying notes to financial statements


                                     - 5 -
<PAGE>   6

                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                         Additional        Accumu-
                                          Common          Stock            paid-in          lated
                                          Shares         Amount            Capital         Deficit
                                      -----------      ----------        ---------       ----------
<S>                                   <C>              <C>               <C>             <C>
Balance,
December 31, 1996                          21,000      $    2,100        $       0       $   -2,100

Net Loss Year Ended
December 31, 1997                                                                                 0
                                      -----------      ----------        ---------       ----------

Balance,
December 31, 1997                          21,000      $    2,100        $       0       $   -2,100

Net loss year ended
December 31, 1998                                                                                 0
                                      -----------      ----------        ---------       ----------

Balance,
December 31, 1998                          21,000      $    2,100        $       0       $   -2,100

February 2, 1999
Changed from no par
value to $.001                                             -2,079           +2,079

February 2, 1999
Forward Stock Split
100:1                                   2,079,000          +2,079           -2,079

Net loss,
January 1, 1999, to
June 30, 1999                                                                               -12,000
                                      -----------      ----------        ---------       ----------
Balance,
June 30, 1999                           2,100,000      $    2,100        $       0       $  -14,100
                                      -----------      ----------        ---------       ----------

</TABLE>




                 See accompanying notes to financial statements


                                     - 6 -
<PAGE>   7

                                             BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                    July 10, 1996
                                3 Mos Ended       3 Mos Ended      6 Mos Ended      6 Mos Ended      (Inception)
                                 June 30,          June 30,         June 30,         June 30,        to June 30,
                                   1999              1998             1999             1998             1999
                                   ----              ----             ----             ----             ----
<S>                                 <C>                     <C>         <C>                    <C>        <C>
Cash Flow from
Operating Activities
Net Loss                            $-10,275                $0          $-12,000               $0         $-14,100

Adjustment to reconcile
net loss to net cash
provided by operating
activities                                 0                 0                 0                0                0

Changes in Assets
and Liabilities
Increase in current
Liabilities
Officers Advances                    +10,275                 0           +12,000                0          +12,000
                             ---------------   ---------------  ----------------  ---------------  ---------------

Net cash used in
operating Activities                      $0                $0                $0               $0          $-2,100

Cash Flows from
Investing Activities                       0                 0                 0                0                0

Cash Flows from
Financing Activities
Issuance of Common
Stock                                      0                 0                 0                0           +2,100
                             ---------------   ---------------  ----------------  ---------------  ---------------

Net increase
(decrease)
in cash                                   $0                $0                $0               $0               $0

Cash, beginning
of period                                  0                 0                 0                0                0
                             ---------------   ---------------  ----------------  ---------------  ---------------

Cash, end of period                       $0                $0                $0               $0               $0
                             ---------------   ---------------  ----------------  ---------------  ---------------
</TABLE>








                 See accompanying notes to financial statements


                                     - 7 -
<PAGE>   8

                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS

                      June 30, 1999, and December 31, 1998


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was organized July 10, 1996, under the laws of the State of
     Nevada as Bahamas Enterprises, Inc., Inc. The Company currently has no
     operations and in accordance with SFAS #7, is considered a development
     company.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Accounting Method

          The Company records income and expenses on the accrual method.

     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 revenue
          and expenses during the reporting period. Actual results could differ
          from those estimates.

     Cash and equivalents

          The Company maintains a cash balance in a non-interest-bearing bank
          that currently does not exceed federally insured limits. For the
          purpose of the statements of cash flows, all highly liquid investments
          with the maturity of three months or less are considered to be cash
          equivalents. There are no cash equivalents as of June 30, 1999.


                                     - 8 -
<PAGE>   9

                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      June 30, 1999, and December 31, 1998


     NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Income Taxes

          Income taxes are provided for using the liability method of accounting
          in accordance with Statement of Financial Accounting Standards No. 109
          (SFAS #109) "Accounting for Income Taxes". A deferred tax asset or
          liability is recorded for all temporary difference between financial
          and tax reporting. Deferred tax expense (benefit) results from the net
          change during the year of deferred tax assets and liabilities.


     Loss Per Share

          Net loss per share is provided in accordance with Statement of
          Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
          Share". Basic loss per share is computed by dividing losses available
          to common stockholders by the weighted average number of common shares
          outstanding during the period. Diluted loss per share reflects per
          share amounts that would have resulted if dilative common stock
          equivalents had been converted to common stock. As of June 30, 1999,
          the Company had no dilative common stock equivalents such as stock
          options.


     Year End

          The Company has selected December 31st as its year-end.


                                     - 9 -
<PAGE>   10

                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      June 30, 1999, and December 31, 1998


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Year 2000 Disclosure

          The year 2000 issue is the result of computer programs being written
          using two digits rather than four to define the applicable year.
          Computer programs that have time sensitive software may recognize a
          date using "00" as the year 1900 rather than the year 2000. This could
          result in a system failure or miscalculations causing disruption of
          normal business activities. Since the Company currently has no
          operating business and does not use any computers, and since it has no
          customers, suppliers or other constituents, there are no material Year
          2000 concerns.


NOTE 3 - INCOME TAXES

     There is no provision for income taxes for the period ended June 30, 1999,
     due to the net loss and no state income tax in Nevada, the state of the
     Company's domicile and operations. The Company's total deferred tax asset
     as of December 31, 1998, is as follows:

<TABLE>
<S>                                                                <C>
                 Net operation loss carry forward                  $      2,100
                 Valuation allowance                               $      2,100

                 Net deferred tax asset                            $          0
</TABLE>


     The federal net operating loss carry forward will expire in 2016.

     This carry forward may be limited upon the consummation of a business
     combination under IRC Section 381.


                                     - 10 -
<PAGE>   11

                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      June 30, 1999, and December 31, 1998


NOTE 4 - STOCKHOLDERS' EQUITY

     Common Stock

     The authorized common stock of Bahamas Enterprises, Inc. consists of
     25,000,000 shares with a par value of $0.001 per share.

     Preferred Stock

     Bahamas Enterprises, Inc. has no preferred stock.


     On July 30, 1996, the Company issued 21,000 shares of its no par value
     common stock in consideration of $2,100 in cash.

     On February 2, 1999, the State of Nevada approved the Company's restated
     Articles of Incorporation, which increased its capitalization from 25,000
     common shares to 25,000,000 common shares. The no par value was changed to
     $0.001.

     On February 2, 1999, the Company forward split its common stock 100:1, thus
     increasing the number of outstanding common stock shares from 21,000 shares
     to 2,100,000.

NOTE 5 - 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. However, the Company does not have significant cash or other
     material assets, nor does it have an established source of revenues
     sufficient to cover its operating costs and to allow it to continue as a
     going concern. It is the intent of the Company to seek a merger with an
     existing, operating company. Until that time, the stockholders/officers and
     or directors have committed to advancing the operating costs of the Company
     interest free.


                                     - 11 -
<PAGE>   12

                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      June 30, 1999, and December 31, 1998


NOTE 6 - RELATED PARTY TRANSACTIONS

     The Company neither owns nor leases any real or personal property. An
     officer of the corporation provides office services without charge. Such
     costs are immaterial to the financial statements and accordingly, have not
     been reflected therein. The officers and directors of the Company are
     involved in other business activities and may, in the future, become
     involved in other business opportunities. If a specific business
     opportunity becomes available, such persons may face a conflict in
     selecting between the Company and their other business interests. The
     Company has not formulated a policy for the resolution of such conflicts.


NOTE 7 - WARRANTS AND OPTIONS

     There are no warrants or options outstanding to acquire any additional
     shares of common stock.


                                     - 12 -
<PAGE>   13

ITEM 2

Management's Discussion and Analysis of Financial Condition and
Results of Operation

The Company has not commenced business activities and has no assets or
operations. The Company is dependent upon its officers to meet any de minimis
costs which may occur.

Stuart Curtis Nilson, an officer and director of the Company, has agreed to
provide the necessary funds, without interest, for the Company to comply with
the Securities Exchange Act of 1934, as amended, provided that he is an officer
and director of the Company when the obligation is incurred. All advances are
interest-free.

In addition, since the Company has had no operating history nor any revenues or
earnings from operations, with no significant assets or financial resources, the
Company will in all likelihood sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This may
result in the Company incurring a net operating loss which will increase conti
nuously until the Company can consummate a business combination with a
profitable business opportunity. There is assurance that the Company can
identify such a business opportunity and consummate such a business combination.


                                     PART II

                                OTHER INFORMATION



<TABLE>
<S>                                                            <C>
Item 1 Legal Proceedings. . . . . . . . . . . . . . . . . .    None

Item 2 Changes in the Rights of the Company's
       Security Holders . . . . . . . . . . . . . . . . . .    None

Item 3 Defaults by the Company on its Senior
       Securities . . . . . . . . . . . . . . . . . . . . .    None

Item 4 Results of Votes of Security Holders . . . . . . . .    None

Item 5 Other Information. . . . . . . . . . . . . . . . . .    None

Item 6 Exhibits and Reports on Form 8-K . . . . . . . . . .    None
</TABLE>


                                     - 13 -
<PAGE>   14

                                   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.



                                                     BAHAMAS ENTERPRISES, INC.


Date: July 20, 1999                                  By: /S/ Felicia May Nilson
                                                         -----------------------
                                                             Felicia May Nilson
                                                             President



                                     - 14 -

<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1999
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                       0
<CURRENT-LIABILITIES>                           12,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     2,100,000
<OTHER-SE>                                    (12,000)
<TOTAL-LIABILITY-AND-EQUITY>                         0
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                 (10,275)
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (10,275)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (10,275)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (10,275)
<EPS-BASIC>                                    (0.005)
<EPS-DILUTED>                                        0


</TABLE>


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