BAHAMAS ENTERPRISES INC
10QSB, 2000-08-08
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

/X/            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000.

                                       OR

/ /            TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               FOR THE TRANSITION FROM _______ TO ________.


                        COMMISSION FILE NUMBER 000-25487

                            BAHAMAS ENTERPRISES, INC.
                  ---------------------------------------------
             (Exact name of registrant as specified 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                                 89146
   --------------------------------------           --------------------
   (Address of principal executive offices)               (Zip Code)

                                       N/A
                    ---------------------------------------
                 (Former name, former address and former fiscal
                       year, if changed since last report.)

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. Yes /X/ No / /

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

         At June 30, 2000, there were outstanding 2,100,000 shares of the
         Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes / /   No /X/




<PAGE>   2


                                     PART I

                              FINANCIAL INFORMATION

Item I.   Financial Statements



                              FINANCIAL STATEMENTS
                                  June 30, 2000
                                December 31, 1999



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

         ACCOUNTANT'S LETTER                                                   1
         -----------------------------------------------------------------------

         BALANCE SHEET - ASSETS                                                2
         -----------------------------------------------------------------------

         BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY                  3
         -----------------------------------------------------------------------

         STATEMENT OF OPERATIONS                                             4-5
         -----------------------------------------------------------------------

         STATEMENT OF STOCKHOLDERS' EQUITY                                     6
         -----------------------------------------------------------------------

         STATEMENT OF CASH FLOWS                                             7-8
         -----------------------------------------------------------------------

         NOTES TO FINANCIAL STATEMENTS                                      9-13
         -----------------------------------------------------------------------


























<PAGE>   3

                     [BARRY L. FRIEDMAN, P.C. - LETTERHEAD]



                          INDEPENDENT AUDITORS' REPORT


Board of Directors                                                 July 14, 2000
BAHAMAS ENTERPRISES, INC.
Las Vegas, Nevada

     I have audited the accompanying Balance Sheets of BAHAMAS ENTERPRISES, INC.
(A Development Stage Company), as of June 30, 2000, and December 31, 1999, and
the related statements of stockholders' equity for June 30, 2000, and December
31, 1999, and statements of operation and cash flows for the three months ending
June 30, 2000, and June 30, 1999, for the six months ended June 30, 2000, and
June 30, 1999, and the two years ended December 31, 1999, and December 31, 1998,
and the period July 10, 1996 (inception), to June 30, 2000. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

     I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

     In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BAHAMAS ENTERPRISES, INC. (A
Development Stage Company), as of June 30, 2000, and December 31, 1999, and the
related statements of stockholders' equity for June 30, 2000, and December 31,
1999, and statements of operation and cash flows for the three months ending
June 30, 2000, and June 30, 1999, for the six months ended June 30, 2000, and
June 30, 1999, and the two years ended December 31, 1999, and December 31, 1998,
and the period July 10, 1996 (inception), to June 30, 2000, in conformity with
generally accepted accounting principles.

     The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has had no operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is described in
Note #5. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




/s/  BARRY L. FRIEDMAN
---------------------------
Barry L. Friedman
Certified Public Accountant




<PAGE>   4


                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET
                                  -------------

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>

                                                        6 Mos. Ending           Year Ended
                                                        June 30, 2000           Dec.31, 1999
                                                        ------------------      ------------------
<S>                                                     <C>                     <C>

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

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


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


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


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




































    The accompanying notes are an integral part of these financial statements

                                      - 2-
<PAGE>   5


                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET
                                  -------------

                                     ASSETS
                                     ------


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                    ----------------------------------------

<TABLE>
<CAPTION>

                                                                        6 Mos. Ending            Year Ended
                                                                        June 30, 2000           Dec. 31, 1999
                                                                     ------------------      ------------------

<S>                                                                  <C>                     <C>
         CURRENT LIABILITIES

              Officers Advances (Note #8)                            $           19,938      $           15,244
                                                                     ------------------      ------------------

         TOTAL CURRENT LIABILITIES                                   $           19,938      $           15,244
                                                                     ------------------      ------------------


         STOCKHOLDERS EQUITY (Note #4)

         Common stock, $.001 par value
         authorized 25,000,000 shares
         issued and outstanding at
         December 31, 1999 - 2,100,000 shares                                                $            2,100
         June 30, 2000 - 2,100,000 shares                            $            2,100

              Additional paid in Capital                                              0                       0

              Accumulated loss during
              the development stage                                             -22,038                 -17,344
                                                                     ------------------      ------------------


         TOTAL STOCKHOLDERS' EQUITY                                  $          -19,938      $          -15,244
                                                                     ------------------       -----------------


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






















    The accompanying notes are an integral part of these financial statements

                                      - 3 -


<PAGE>   6



                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                        3 Mos.Ended       3 Mos.Ended         6 Mos.Ended        6 Mos.Ended
                                           June 30,         June 30,            June 30,           June 30,
                                            2000              1999               2000                1999
                                      ----------------  ----------------   ----------------   -----------------
<S>                                   <C>               <C>                         <C>




REVENUE                               $              0  $               0  $               0  $               0
                                      ----------------  -----------------  -----------------  -----------------

EXPENSES

   General, Selling
   and Administrative                 $         1,295   $          10,275  $           4,694  $          12,000
                                      ---------------   -----------------  -----------------  -----------------


   Total Expenses                     $         1,295   $          10,275  $           4,694  $          12,000
                                      ---------------   -----------------  -----------------  -----------------

Net Profit/Loss (-)                   $        -1,295   $         -10,275  $          -4,694  $         -12,000
                                      ---------------   -----------------  -----------------  -----------------

Net Loss per share -
 Basic and diluted
 (Note #2)                            $         -.0006  $         -.0049   $          -.0022  $          -.0057
                                      ----------------   ---------------   -----------------   ----------------


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




























    The accompanying notes are an integral part of these financial statements

                                      - 4 -
<PAGE>   7


                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                       STATEMENT OF OPERATIONS (Continued)

<TABLE>
<CAPTION>

                                                                               Jul.10,1996
                                            Year Ended         Year Ended      (Inception)
                                            December 31,       December 31,     to June 30,
                                               1999               1998             2000
                                               ----               ----             ----
<S>                                       <C>               <C>              <C>

REVENUE                                   $             0   $             0  $            0
                                          ---------------   ---------------  --------------

EXPENSES

   General, Selling
   and Administrative                     $        15,244   $             0  $       22,038
                                          ---------------   ---------------  --------------


   Total Expenses                         $        15,244   $             0  $       22,038
                                          ---------------   ---------------  --------------

Net Profit/Loss (-)                       $       -15,244   $             0  $      -22,038
                                          ---------------   ---------------  --------------

Net loss per share -
 Basic and diluted
 (Note #2)                                $        -.0073   $           NIL  $       -.1049
                                          ---------------    --------------  --------------

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





























    The accompanying notes are an integral part of these financial statements

                                      - 5 -
<PAGE>   8



                            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, 1998                         21,000           $   2,100        $         0        $    -2,100

February 2, 1999
Changed from no par
value to $0.001                           -2,079              +2,079

February 2, 1999
Forward stock split
100:1                                  2,079,000              +2,079            -2,079

Net loss, Year Ended
December 31, 1999                                                                                  -15,244
                                      ----------           ---------        -----------        -----------

Balance,
December 31, 1999                      2,100,000           $   2,100        $         0        $   -17,344

Net Loss
January 1, 2000, to
June 30, 2000                                                                                       -4,694
                                      ----------           ---------        -----------        -----------

Balance,
June 30, 2000                          2,100,000           $   2,100        $         0        $   -22,038
                                      ----------           ---------        -----------        -----------
</TABLE>























    The accompanying notes are an integral part of these financial statements

                                      - 6 -

<PAGE>   9

                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                             STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>

                                        3 Mos.Ended       3 Mos.Ended        6 Mos.Ended       6 Mos.Ended
                                          June 30,          June 30,           June 30,          June 30,
                                            2000              1999               2000              1999
                                       --------------  ---------------      -------------   ----------------
<S>                                   <C>              <C>                  <C>             <C>
Cash Flow from
Operating Activities
Net Loss                              $       -1,295   $      -10,275       $      -4,694   $        -12,000

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

Changes in Assets
and Liabilities

Increase in current
Liabilities

Officers Advances                             +1,295          +10,275              +4,694            +12,000
4

Net cash used in
operating Activities                  $            0  $             0      $            0  $               0

Cash Flows from
Investing Activities                               0                0                   0                  0

Cash Flows from
Financing Activities
Issuance of Common
Stock                                              0                0                   0                  0
                                      --------------  ---------------      --------------  -----------------

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

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


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







    The accompanying notes are an integral part of these financial statements

                                      - 7 -


<PAGE>   10



                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                       STATEMENT OF CASH FLOWS (CONTINUED)
                       ----------------------------------

<TABLE>
<CAPTION>

                                                                                       Jul.10,1996
                                                  Year Ended       Year Ended          (Inception)
                                                  December 31,     December 31,        to June 30,
                                                      1999             1998               2000
                                                      ----             ----               ----



<S>                                             <C>               <C>              <C>
Cash Flow from
Operating Activities
Net Loss                                        $       -15,244   $             0  $      -22,038

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

Changes in Assets
and Liabilities

Increase in current
Liabilities

Officers Advances                                       -15,244                 0         +19,938
                                                ---------------   ---------------  --------------

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

Cash Flows from
Investing Activities                                          0                 0               0

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

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


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


Cash, end of period                             $             0   $             0  $            0
                                                ---------------   ---------------  --------------

</TABLE>








    The accompanying notes are an integral part of these financial statements

                                      - 8 -
<PAGE>   11


                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                      June 30, 2000, and December 31, 1999


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. The Company currently has no
         operations and in accordance with SFAS #7, is considered a development
         stage 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 December 31, 1999, or June 30, 2000.









                                      - 9 -
<PAGE>   12



                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                      June 30, 2000, and December 31, 1999


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.

         Reporting on Costs of Start-Up Activities

                  Statement of Position 98-5 ("SOP 98-5"), "Reporting on the
                  Costs of Start-Up Activities" which provides guidance on the
                  financial reporting of start-up costs and organization costs.
                  It requires most costs of start-up activities and organization
                  costs to be expensed as incurred. With the adoption of SOP
                  98-5, there has been little or no effect on the company's
                  financial statements.

         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, 2000, the Company
                  had no dilative common stock equivalents such as stock
                  options.

         Year End

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




                                     - 10 -
<PAGE>   13



                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                      June 30, 2000, and December 31, 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Year 2000 Disclosure

                  The Y2K issue had no effect on this Company.


NOTE 3 - INCOME TAXES

         There is no provision for income taxes for the period ended June 30,
         2000, 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, 1999, is as follows:

                 Net operation loss carry forward                $        17,344
                 Valuation allowance                             $        17,344

                 Net deferred tax asset                          $             0


          The federal net operating loss carry forward will expire between 2016
          and 2019.

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


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.





                                     - 11 -
<PAGE>   14



                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                      June 30, 2000, and December 31, 1999


NOTE 4 - STOCKHOLDERS' EQUITY  (CONTINUED)

         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.


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.



                                     - 12 -
<PAGE>   15


                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                      June 30, 2000, and December 31, 1999


NOTE 7 - WARRANTS AND OPTIONS

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


NOTE 8 - OFFICERS ADVANCES

         While the Company is seeking additional capital through a merger with
         an existing company, an officer of the Company has advanced funds on
         behalf of the Company to pay for any costs incurred by it. These funds
         are interest free.















                                     - 13 -
<PAGE>   16




Item II.      Management's Discussion and Analysis of Financial Condition
              and Results of Operations

     The Company has not commenced business activities and has no assets or
operations. The Company has had preliminary negotiations to effectuate a
business combination but no agreements have been entered into in furtherance of
said negotiations.

     The Company is dependent upon its officers to meet any de minimis costs
which may occur. Felicia May 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 she
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 continuously until the Company can consummate a business
combination with a profitable business opportunity and consummate such a
business combination.

     This discussion may contain certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Actual results
could differ materially from those forward-looking statements. The factors that
may cause actual results to differ materially is that the Company has no
arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public company and that
there can be no assurance that the Company will be successful in identifying and
evaluating suitable business opportunities or including a business combination.

Item III.     Qualitative and Quantitative Disclosures About Market Risk.

     The Company has neither considered or conducted any research concerning
qualitative and quantitative market risk.

<PAGE>   17



                                     PART II

                                OTHER INFORMATION

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 - Submission of Matter to Vote of Security
         Holders .......................................................None

Item 5 - Other Information

         (a)Board Meeting

     The board held one meeting during the current quarter, including both
regularly scheduled and special meetings and actions by unanimous written
consent.

     The board of directors has not established any audit committee. In
addition, the Company does not have any other compensation or executive or
similar committees. The Company will not, in all likelihood, establish any audit
committee until such time as the Company completes a business combination, of
which there can be no assurance. The Company recognizes that an audit committee,
when established, will play a critical role in the financial reporting system of
the Company by overseeing and monitoring management's and the independent
auditors' participation in the financial reporting process. At such time as the
Company establishes an audit committee, its additional disclosures with the
Company's auditors and management may promote investor confidence in the
integrity of the financial reporting process.

     Until such time as an audit committee has been established, the full board
of directors will undertake those tasks normally associated with an audit
committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, (ii) discussions
with the independent auditors the matters required to be discussed by the
Statement On Auditing Standards No. 61, as may be modified or supplemented, and
(iii) received from the auditors disclosures regarding the auditors'
Independents Standards Board Standard No. 1, as may be modified or supplemented.

     The board of directors of the Company, consistent with its intent to
enhance the reliability and credibility of its financial statements, has
submitted the financial statements included in this Form 10-QSB to its
independent auditors prior to the filing of this report. An audit was completed
for the period then ended.





<PAGE>   18



         (b)   Other

     The Company has been informed that in the opinion of a member of the staff
of the Securities and Exchange Commission, the Rule 144 "absolute" safe harbor,
as last amended in Release 33-7759, effective January 24, 2000, 64 F.R. 61382,
may not be available to so-called "blank check" or "shell" companies,
notwithstanding the legislative mandate contained in said rule. The Rule 144
"absolute" safe harbor provides that any person who sells restricted securities
shall be deemed not to be engaged in a distribution of such securities and
therefore not an underwriter thereof, if the sale is made in accordance with all
of the conditions of the rule. The rule also provides that any person who sells
restricted securities on behalf of such person in a control relationship with
the issuer shall be deemed not to be engaged in a distribution or sale of
securities and therefore not an underwriter thereof, if the sale is made in
accordance with all of the conditions of the rule. Responsible officers of the
Securities and Exchange Commission and the NASD Regulators, Inc. have
purportedly attempted to interpret Rule 144 to limit or eliminate the statutory
safe harbor. A request from the NASD Regulators, Inc. for guidance (including a
request for an opinion) provided a series of scenarios and the Securities and
Exchange Commission's response to the questions proffered created an unjustified
dichotomy for treating similarly situated shareholders in different purpose
entities holding restricted securities who are not promoters or affiliates that
wish to resell restricted or non-restricted securities and comply with the rules
promulgated under the Act. Contrary to the mandate and position contained in the
Preliminary Note to Rule 144 and the rule itself, the response to the request
for guidance seems to advance the position that the rule is not available for
resale transactions, regardless of technical compliance, because the resale
transactions appear to be designed to distribute or redistribute securities to
the public without compliance with the Act. The series of scenarios -
hypothetical facts (deemed to be representations) and the response thereto
assumed that the selling shareholders are promoters, affiliates and/or
underwriters of a "blank check" or "shell" company issuer wherein technical
compliance with said rule is not enough.


     The Company has been further informed that the Securities and Exchange
Commission will not issue "no action" letters relating to the resale of
securities, i.e., a person who has acquired shares of stock in a Section 4(2)
transaction under the Securities Act of 1933, as amended, and who offers and
sells the restricted securities without complying with Rule 144 is to be put on
notice by the Securities and Exchange Commission that in view of the broad
remedial purposes of the Securities Act of 1933, as amended, and the public
policy which strongly supports registration under said act, that those
individuals will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and the brokers of other person who participate in the transaction do so
at their own risk. The Company has been




<PAGE>   19

informed that any indemnification for liabilities in the opinion of the
Securities and Exchange Commission arising from such a transaction may be
against public policy as expressed in the Securities Act of 1933, as amended,
and is therefore unenforceable.


Item 6 - Exhibits and Reports on Form 8-K

      The following exhibits are filed with this report:

          (1)      No reports on Form 8-K were filed during the quarter for
                   which the report is filed.

          (2)      Financial Data Schedule 27.1.


                                    SIGNATURE

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.

Dated: August 8, 2000                               BAHAMAS ENTERPRISES, INC.


                                                    By: /s/ Felicia May Nilson
                                                        ----------------------
                                                           Felicia May Nilson
                                                             President






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