EMC ENERGIES, INC. FIRST QUARTER 10QSB
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[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
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 0-5391
EMC ENERGIES, INC.
(Name of Small Business Issuer in its Charter)
WYOMING 83-0210365
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4685 S. HIGHLAND DR, SUITE 202
SALT LAKE CITY, UT 84117
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801)274-1011
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Sections 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.
(1) Yes X No (2) Yes X No
---- ---- ---- ----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
None; not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of
shares outstanding of each of the Registrant's classes of common stock,
as of the latest practicable date:
September 30, 1999
Common Voting Stock
2,423,358
September 30, 1999
Preferred Stock
-0-
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements.
The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes. In the opinion
of management, the Financial Statements fairly present the financial
condition of the Registrant.
<TABLE>
EMC ENERGIES, INC.
BALANCE SHEET
September 30, 1999 and June 30, 1999
(Unaudited)
<CAPTION>
ASSETS
9/30/99 6/30/99
<S> <C> <C>
Current Assets:
Cash $ 853 $ 1,657
Marketable Securities 0 18,875
Other Investments 0 1,575
_______ _______
Total Current Assets 853 22,107
Property & Equipment, net 0 2,500
------ ------
TOTAL ASSETS $ 853 $ 24,607
====== ======
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities $ 0 $ O
_______ ________
Total Current Liabilities 0 0
Stockholders' Equity
Common stock, $.25 par value;
authorized 10,000,000 shares;
issued and outstanding 2,423,358 605,840 605,840
Additional Paid-in Capital 821,311 821,311
Accumulated Deficit (1,113,351) (1,089,597)
Accumulated Other Comprehensive
Income (Loss) (20,420) (20,420)
_________ _________
293,380 317,134
Less cost of treasury stock (292,527) (292,527)
_________ _________
Total Stockholders' Equity 853 24,607
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY $ 853 $ 24,607
======== ========
</TABLE>
See accompanying notes to financial statements.
<TABLE>
EMC ENERGIES, INC.
STATEMENTS OF OPERATIONS
For the Three Month Periods Ended September 30, 1999 and 1998
(Unaudited)
<CAPTION>
Three Months Three Months
Ended Ended
9/30/99 9/30/98
<S> <C> <C>
REVENUE $ 0 $ 0
General and Administrative Expenses 20,954 509
Asset Impairment Charge 0 8,000
----- -----
Net Loss from Operations (20,954) (8,509)
Other Income/Expense
Other Income 0 0
Loss on Sale of Securities (1,225) 0
Distribution of Other Investments (1,575) 0
----- -----
Total Other Income/Expense (2,800) 0
Net Loss Before Taxes (23,754) (8,509)
Income Taxes 0 0
----- -----
Net Loss $ (23,754) $(8,509)
====== ======
Loss Per Share $ (.010) $ (.003)
====== ======
Weighted Average
Shares Outstanding 2,423,358 2,423,358
</TABLE>
See accompanying notes to the financial statements.
<TABLE>
EMC ENERGIES, INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
<CAPTION>
Accum.
Common Stock Add'l Accum- Other Treasury Stock
Shares Amount Paid-in ulated Comprehens. Shares Amount
Issued Paid Capital Deficit Losses Issued Paid Total
-------- ------ ------- --------- ------- ------- -------
- -----
<S><C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, June 30, 1999:
2,423,358 $605,840 $821,311 $(1,089,597)$(20,420)353,386 $(292,527)$24,607
Comprehensive income:
Net loss for the
period ended
September 30, 1999 (23,754) (23,754)
_________ _______ _______ _________ ______ _______ _______ _______
BALANCE, September 30, 1999:
2,423,358 $605,840 $821,311 $(1,113,351)$(20,420)353,386 $(292,527)$ 853
========= ======== ======== =========== ======== ======= ========= ========
</TABLE>
See accompanying notes to the financial statements.
<TABLE>
EMC ENERGIES, INC.
STATEMENTS OF CASH FLOWS
For the Three Month Periods Ended September 30, 1999 and 1998
(Unaudited)
<CAPTION>
Three Months Three Months
Ended Ended
9/30/99 9/30/98
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (23,754) $ (8,509)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Asset impairment charge - 8,000
Loss on sale of securities 1,225 -
Distribution of other investment 1,575 -
Changes in assets & liabilities - -
----- -----
Net cash used for
operating activities (20,954) (509)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of securities 17,650 -
Sales of property 2,500 -
----- -----
Net cash used in investing
activities 20,150 -
----- -----
CASH FLOWS FROM FINANCING ACTIVITIES: - -
----- -----
Net increase (decrease) in Cash (804) (509)
CASH AT BEGINNING PERIOD 1,657 3,894
----- -----
CASH AT END OF PERIOD $ 853 $3,385
===== =====
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest expense $ - $ -
===== =====
Income taxes $ - $ -
===== =====
</TABLE>
See accompanying notes to the financial statements.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required for complete
financial statements. In the opinion of management, all adjustments
necessary for a fair presentation of the results for the interim periods
presented have been included.
These results have been determined on the basis of generally accepted
accounting principles and practices applied consistently with those used in
the preparation of our audited Financial Statements for the year
ended June 30, 1999.
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
September 30, June 30,
1999 1999
------------- ----------
Land $ 0 $ 10,500
Proved Leasehold 0 250
Well equipment 0 670
----------- ---------
Less accumulated depletion & impairment 0 8,920
----------- ---------
$ 0 $ 2,500
=========== =========
NOTE 3 - STOCKHOLDERS' EQUITY
We have adopted SFAS 130 which requires presentation of comprehensive
income (net income plus all other changes in net assets from non owner
sources) and its components in the financial statements. We have changed the
format of its statements of stockholders' equity (deficit) to present
comprehensive income. Accumulated other comprehensive income or loss
shown in the statements of stockholders' equity at September 30, 1999 and June
30, 1999, is solely comprised of the accumulated change in unrealized gains
and losses on marketable securities.
NOTE 4 - RELATED PARTY TRANSACTIONS
During the period ended September 30, 1999 and the year ended June 30, 1999
we paid our Officers and Directors $9,366 and $728 respectively for
services rendered to us. In addition, we sold our property to an officer and
director for $2,500 and distributed the $1,575 in other investments to
directors as appreciation for past services.
Item 2.Management's Discussion and Analysis or Plan of Operation. Plan of
Operation.
We have not engaged in any material operations in the period ending
September 30, 1999, or since on or before June 30, 1990. During the period
ending September 30, 1999, management entered into an oral agreement with
Capital Consulting of Utah, Inc., ("Capital Consulting") to change control of
the Company to officers and directors of Capital Consulting, for the dual
purpose of allowing prior management, who had managed the Company for over ten
years, to pursue other opportunities, and to allow new management to more
actively seek a merger/acquisition candidate for the Company. Pursuant to
that agreement, the prior directors of the Company appointed Kip Eardley and
John Chymboryk as officers and directors of the Company, and appointed Shauna
Chymboryk as a director of the Company, and all of the prior directors of the
Company resigned.
Following the period ending September 30, 1999, Kip Eardley and Shauna
Chymboryk resigned as officers and/or directors, and John Chymboryk elected
Jennifer Ngo as President/Secretary and Director. John Chymboryk then
resigned. Since her election, Ms. Ngo has directed the preparation for the
Company of up-to-date audited financials, as well as the filing on behalf of
the Company all necessary documentation with state and federal agencies to
bring us in full compliance with all applicable state and federal law and
regulations. Ms. Ngo is also actively seeking a merger/acquisition candidate
for us. As of the date hereof, the parties have not executed any
definitive, binding Plan or merger or reorganization, and there can be no
assurance that such a Plan will ever be executed or that, if executed, such a
transaction will be completed. At Ms. Ngo's direction, we have changed stock
transfer companies to Colonial Stock Transfer Company, Inc., Salt Lake City,
Utah, and have changed our auditor to David T. Thomson, Salt Lake City, Utah.
During the period ending September 30, 1999, and as part of the transition to
new management, we sold substantially all of our assets, including all
securities held (of other unrelated issuers), to an unrelated party, for
$17,100.00, all property and equipment to Thomas Galles in a related party
transaction, for $2,500.00, and distributed $1,575.00 in other investments to
prior directors as appreciation for past services. It is believed that all
property was sold at or near market value
All of the officers and directors intend to continue to seek out the
acquisition of assets, property or businesses that may be beneficial to us and
our stockholders. Our foreseeable cash requirements during the next 12 months
will relate to maintaining the Company in good standing, keeping our reports
"current" with the Securities and Exchange Commission, and costs related to
locating and reorganizing with a going-concern merger candidate. Management
anticipates that we will have to raise or borrow additional funds during the
next 12 months to this end.
Results of Operations. The Company has had no operations since June 1990.
During the quarterly period covered by this Report, the Company sold all its
assets and used most of the proceeds to pay consulting and professional fees.
At September 30, 1999, the Company had $853 in assets and no liabilities.
The Company had a net loss for the three months ended September 30, 1999
of $(23,754) compared to a net loss of $(8,509) for the same period last year.
The Company has a net operating loss carryforward of $(1,113,351) since
inception.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of matters to a Vote of Security Holders.
None; not applicable
Item 5. Other Information.
None; not applicable
Item 6. Exhibits and Reports on Form 8-K.
Exhibit Number Description
- - -------------- -----------
(27) Financial Date Schedule.
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.
EMC ENERGIES, INC.
Date: 12-9-99 By /S/ Jennifer Ngo
President and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 853
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 853
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 853
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 605,840
<OTHER-SE> (312,460)
<TOTAL-LIABILITY-AND-EQUITY> 853
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 23,754
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (23,754)
<INCOME-TAX> 0
<INCOME-CONTINUING> (23,754)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (23,754)
<EPS-BASIC> (.010)
<EPS-DILUTED> (.010)
</TABLE>
