<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10QSB
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly PERIOD ENDED SEPTEMBER 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________to __________
Commission file number 0-26179
HARVEY'S GREAT THINGS INC
-------------------------
(Exact name of small business issuer as specified in its charter)
OKLAHOMA 73-1530723
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
801 Northwest 63rd Street
Oklahoma City, OK 73116
-----------------------
(Address of principal executive offices)
(405) 840-1163
--------------
(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 22, 1999:
Common stock 10,400,000 shares
- ------------------------------
Transitional Small Business Disclosure Format
(Check one) Yes [ ] No [x]
<PAGE>
TABLE OF CONTENTS
PART I- FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements 3/9
Item 2. Management's Discussion and Analysis 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
2
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HARVEY'S GREAT THINGS, INC.
BALANCE SHEET
September 30, 1999
ASSETS
Current Assets
Cash $ 4,558
Inventories 131,730
-----------
Total Current Assets 136,288
Property and Equipment
Leasehold Improvements 8,198
Furniture and Equipment 27,973
(Less) accumulated
depreciation/amortization (5,028)
-----------
Total Property and Equipment 31,143
Other Assets
Loans to shareholders (Note 5) 176,623
-----------
Total Other Assets 176,623
-----------
$ 344,054
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Taxes Payable $ 64
Accounts Payable 15,400
-----------
Total Current Liabilities 15,464
Contingencies (Note 6)
Shareholders' Equity (Deficit)
Common Stock, $0.001 par value;
50,000,000 shares authorized;
10,400,000 issued and outstanding 10,400
Additional Paid-in Capital 1,112,583
(Deficit) (794,393)
-----------
Total Shareholders' Equity 328,590
-----------
$ 344,054
===========
Unaudited.
See accompanying notes to financial statements.
3
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HARVEY'S GREAT THINGS, INC.
STATEMENTS OF OPERATIONS
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
------------------------- -------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
Net Sales $ 87,708 $ 15,606 $ 195,961 $ 26,741
Cost of sales 82,771 7,151 108,563 11,959
----------- ----------- ----------- -----------
Gross profit 4,937 8,455 87,398 14,782
Expenses:
General and
administrative 122,251 138,780 710,181 157,571
----------- ----------- ----------- -----------
(Loss) before
income taxes (117,314) (130,325) (622,783) (142,789)
Income taxes - - - -
----------- ----------- ----------- -----------
NET (LOSS) $ (117,314) $ (130,325) $ (622,783) $ (142,789)
=========== =========== =========== ===========
Net (LOSS) per share
of common stock $ (.01) $ (.02) $ (.06) $ (.02)
=========== =========== =========== ===========
Weighted average common
shares outstanding 10,400,000 8,133,333 10,227,389 8,044,444
=========== =========== =========== ===========
Unaudited.
See accompanying notes to financial statements.
4
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<TABLE>
HARVEY'S GREAT THINGS, INC.
STATEMENTS OF CASH FLOWS
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
------------------------- -------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operating activities:
Net (loss) $ (117,314) $ (130,325) $ (622,783) $ (142,789)
Adjustments to reconcile
net (loss) to net cash
provided by operating
activities:
Depreciation and amortization 1,555 - 4,665 -
Shares issued for services 400 92,125 400
Changes and assets
and liabilities:
Inventories 76,627 (2,145) (102,587) (28,935)
Taxes payable (9,851) 715 (165) -
Accrued expenses/
accounts payable 11,900 62,896 10,400 113,004
Credit Card receivables 16,642 - - -
----------- ----------- ----------- -----------
Net cash provided by
(used by)
operating activities: (20,441) (68,459) (618,345) (58,320)
Investing activities:
Loans made to shareholders - - (151,623) -
Loans repaid in cash by
shareholder - - 70,000 -
Acquisition of
property and equipment - - (28,910) (7,261)
----------- ----------- ----------- -----------
Net Cash provided by (used by) - - (110,533) (7,261)
investing activities:
Financing activities:
Issuance of shares - 69,903 684,625 69,903
----------- ----------- ----------- -----------
Net increase (decrease)
in cash (20,441) 1,444 (44,253) 4,322
Cash at beginning of period 24,999 2,878 48,811 -
----------- ----------- ----------- -----------
Cash at end of period $ 4,558 $ 4,322 $ 4,558 $ 4,322
=========== =========== =========== ===========
Supplemental disclosures:
Cash paid during the period for:
Interest $ - $ - $ - $ -
=========== =========== =========== ===========
Income taxes $ - $ - $ - $ -
=========== =========== =========== ===========
Non-cash financing
transactions:
Common shares issued
for services $ - $ 400 $ 92,125 $ 400
=========== =========== =========== ===========
</TABLE>
Unaudited.
See accompanying notes to financial statements.
5
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HARVEY'S GREAT THINGS, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY (Deficit)
Additional Retained
Common Stock Paid-In Earnings
Shares Amount Capital (Deficit) Total
----------- ----------- ----------- ----------- -----------
Balance at
December 31,
1998 8,846,500 $ 8,847 $ 337,386 $ (171,610) $ 174,623
Common shares
issued for
services on
January 22, 1999 184,250 184 91,941 - 92,125
Common shares
issued for cash
January 1, 1999-
April 6, 1999 1,369,250 1,369 683,256 - 684,625
Net (loss)
for the Six
months ended
June 30,
1999 - - - (505,469) (505,469)
----------- ----------- ----------- ----------- -----------
Balance at
June 30, 1999 10,400,000 10,400 1,112,583 (677,079) 445,904
Net (loss)
for the three
months ended
September
30, 1999 - - - (117,314) (117,314)
----------- ----------- ----------- ----------- -----------
Balance at
September
30, 1999 10,400,000 $ 10,400 $1,112,583 $ (794,393) $ 328,590
=========== =========== =========== =========== ===========
Unaudited.
See accompanying notes to financial statements.
6
<PAGE>
HARVEY'S GREAT THINGS, INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
Note 1 - Summary of Significant Accounting Policies
Nature of Operations
Harvey's Great Things, Inc., (the "Company"), an Oklahoma corporation,
was incorporated on December 3, 1997. Operations commended April 1, 1998. The
Company is in the retail business, specializing in antiques and art deco items.
Management's assertion - interim financial statements
These interim financial statement include all adjustments necessary to
present fairly, in all material respects, the financial condition and results of
operations of the Company for the period ended September 30, 1999. All
adjustments made were of a normal recurring nature. Operating results for the
three and nine month periods ended September 30, 1999 are not necessarily
indicative of the results that may be expected for the year ended December 31,
1999. For further information refer to the financial statements and footnotes
thereto included in the Company's Form 10-SB.
Property and Equipment, Leasehold Improvements and Depreciation
Property and equipment is recorded at cost and is depreciated over the
estimated lives of approximately five years using the straight-line method.
Leasehold improvements are being amortized over the five year leasehold period.
Equivalents
Cash equivalents consist of funds invested in money market accounts and
in investments with a maturity of three months or less when purchased.
Inventories
Inventories are stated at the lower of cost or market. Cost is
determined by the specific identification method. Inventories are comprised
primarily of antiques and art deco pieces.
Shares for services
Valuation of shares issued for services is based on the fair market
value of services.
(Loss) Per Share
The computation of(loss) per share of common stock is based on the
weighted average number of shares outstanding during the periods presented.
Unaudited.
7
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HARVEY'S GREAT THINGS, INC.
NOTES TO FINANCIAL STATEMENTS (continued)
September 30, 1999
Note 1 - Summary of Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in financial statements and
accompanying notes. Actual results could differ from those estimates.
Revenue Recognition
Sales are recorded net of an estimate for returns and allowances.
Income Taxes
The Company records its income tax provision in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (See Note 3).
Reclassifications
Certain items in prior periods financial statements have been
reclassified to conform with the 1999 presentation.
Note 2 - Basis of presentation and considerations related to
continued existence (going concern)
The Company's financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company
incurred a net loss for the nine months ended September 30, 1999 of $622,783.
The net loss for the year ended December 31, 1998 was $171,610. These factors,
among others, raise substantial doubt as to the Company's ability to continue as
a going concern.
The Company's management intends to raise additional operating funds
through equity and/or debt offerings. However, there can be no assurance
management will be successful in this endeavor.
Note 3 - Income taxes
The Company records its income tax provision in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" which requires the use of the liability method of accounting for deferred
income taxes.
At September 30, 1999 the Company had a tax net operating loss
carryforward of approximately $165,000 which expires in 2013. This has been
fully reserved due to the uncertainty of a going concern. At September 30, 1999,
the Company did not have any significant deferred tax liabilities or deferred
tax assets.
Unaudited.
8
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HARVEY'S GREAT THINGS, INC.
NOTES TO FINANCIAL STATEMENTS (continued)
September 30, 1999
Note 4 - Property and Equipment
Leasehold improvements consist of improvements to the company's
location in Oklahoma City. Furniture and equipment consists of office furniture
and office equipment acquired by the Company.
Note 5 - Loans to shareholders
As of September 30, 1999 the following amounts were outstanding as
loans to shareholders:
Loans directly to Chairman $ 95,000
Loans to an entity controlled by Chairman 55,000
Loans to an officer 16,723
Loans to a officer 9,900
--------
$176,623
========
All of the above loans are 7 1/2% unsecured notes with maturity dates
of December 31, 1999 at which time principal and interest are due. However, at
December 31, 1999 the Company will decide whether to renew these loans including
interest. No interest has been paid or accrued in 1999.
The funds for the above loans came from capital raised from
shareholders pursuant to a 504 (D) offering exempt from registration. The 504
(D) memorandum did not disclose that the Company would make these loans to
shareholders, or any loans at all to shareholders.
Note 6 - Commitments and Contingencies
Currently, the Company has a five year lease for its building with a
yearly rent of $36,000 for the first year, $42,000 for the second year, $48,000
for the third year, $54,000 for the fourth year, and $60,000 for the fifth year.
Unaudited.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations. Third quarter and nine months OF 1999 compared
with the corresponding periods of 1998.
Net sales increased 462 percent to $87,708 for the third quarter and
633 percent to $195,961 for the first nine months of 1999. The net loss for the
third quarter decreased 10 percent to $117,314, compared to $130,325 in 1998.
For the first nine months of 1999 the net loss increased 336 percent over the
corresponding 1998 period. Net loss per share of common stock decreased 50
percent to $.01 from $.02 in the third quarter of 1999, however for the first
nine months of 1999 net loss per share of common stock increased 300 percent to
$.06 compared to $.02 in 1998
The gross profit percentages for both the third quarter and the first
nine months of 1999 decreased significantly from the corresponding 1998 periods
This was due primarily to the Company selling inventory at lower margins to
generate sales. General and administrative expenses for the third quarter
approximated that of the corresponding 1998 period. However, general and
administrative expenses for the first nine months of 1999 increased
significantly from the corresponding 1998 period, due primarily to expanded
sales and marketing expenses.
Related Parties
Loans to shareholders at September 30, 1999 was $176,623. There was no
change from June 30, 1999. The shareholders made no principal on interest
payments during the three months ended September 30, 1999.
During all periods from inception to date, salaries, consulting fees
and other payments by the Company to its officers, directors and shareholders
has been significant. Generally these transfers to related parties have been
significantly greater than total revenues.
Liquidity and Sources of Capital, Changes in Financial Condition Since December
31, 1998
The Company has incurred significant recurring operating losses, net
losses, and negative cash flows for all periods from inception to date. The
foregoing raises substantial doubt about the Company's ability to continue as a
going concern.
The Company's management intends to raise additional operating funds
through equity and/or debt offerings. However there can be no assurance the
Company's management will be successful in its endeavors.
10
<PAGE>
Year 2000 Issue
lf the Company's external auction providers' systems crash the Company
could loose most of its revenues. The Company does not have Year 2000
contingency plans in place and does not intend to develop such plans. Adverse
effects of Year 2000 problems could be very significant for the Company.
Forward-Looking Statements
This Form 1O-QSB includes "forward-looking statements" within the
meaning of the "safe-harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. All statements, other than statements of historical
facts included in this Form, including without limitation, statements under
"Management' s Discussion and Analysis" regarding the Company's financial
position, business strategy, and plans and objectives of management of the
Company for future operations are forward-looking statements.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from the Company's expectations include, but
are not limited to, market conditions, competition and the ability to
successfully complete financing.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management
is not aware of any threatened litigation, claims or assessments.
Item 2. Changes in Securities
There have been no changes in securities since April 6, 1999.
All of the Company's issuances of securities were disclosed in its Form
10-SB filing.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Exhibits and Reports on Form 8-K.
NO EXHIBITS REQUIRED.
There were no reports filed on Form 8-K during the three-month period
ended September 30, 1999.
11
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: November 22, 1999 HARVEY'S GREAT THINGS, INC.
/S/ Harvey S. Bryant
--------------------------------
Harvey S. Bryant
Chairman of the Board, President
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 4,558
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 131,730
<CURRENT-ASSETS> 136,288
<PP&E> 36,171
<DEPRECIATION> (5,028)
<TOTAL-ASSETS> 344,054
<CURRENT-LIABILITIES> 15,400
<BONDS> 0
0
0
<COMMON> 10,400
<OTHER-SE> (318,190)
<TOTAL-LIABILITY-AND-EQUITY> 344,054
<SALES> 195,961
<TOTAL-REVENUES> 195,961
<CGS> 108,563
<TOTAL-COSTS> 818,744
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (622,783)
<INCOME-TAX> 0
<INCOME-CONTINUING> (622,783)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (622,783)
<EPS-BASIC> (.06)
<EPS-DILUTED> (.06)
</TABLE>
