SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
June 30, 1999 33-28188
THE OHIO & SOUTHWESTERN ENERGY COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1116458
------------------------ -------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
7535 E. Hampden Ave., Ste. 600, Denver, CO 80231
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: None
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 the filing
requirements for at least the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
9,736,695 as of June 30, 1999
<PAGE>
<TABLE>
<CAPTION>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
BALANCE SHEET
June 30, 1999 and December 31, 1998
(Unaudited - See Note 1)
June 30, December 31,
1999 1998
---------------- -----------------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ - $ -
Prepaid expenses $ 343 $ -
Total current assets $ 343 $ -
================ =================
TOTAL ASSETS $ 343 $ -
================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts Payable $ 24,407 $ 21,642
Accounts payable, related parties $ 52,435 $ 28,323
---------------- -----------------
Total current liabilities $ 76,842 $ 49,965
---------------- -----------------
Stockholder's equity:
Common stock, $0.0001 stated $ 118,730 $ 118,730
value Authorized 100,000,000
shares Issued and outstanding
9,736,695 shares
Preferred stock, no par value, $ - $ -
100,000,000 shares authorized, no
shares outstanding
Contributed capital $ 25,442 $ 25,442
Retained Earnings (deficit) $ (220,670) $ (194,137)
---------------- -----------------
Total Stockholders' equity $ (76,498) $ (49,965)
---------------- -----------------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $ 343 $ -
================ =================
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
for the six months period ended June 30, 1999 and 1998
and February 28, 1989 (Date of Inception) to June 30, 1999
(Stated in US Dollars)
(Unaudited - See Note 1)
Cumulative
from February
28, 1989 (Date
Six Months Ending of Inception) to
June 30, June 30, June 30,
1999 1998 1999
----- ----- ----
<S> <C> <C> <C>
Revenue & Interest - - -
Expenses
Accounting and audit fees 1,189 - 5,688
Amortization - - 750
Consulting fees - - 6,200
Filing fees - - 300
General and administrative expenses 2,559 4,395 83,065
Legal fees 13,460 - 46,550
Management fees - 7,000 7,000
Rent 3,418 - 6,304
Telephone expense 2,061 - 4,512
Transfer agent fees 1,343 - 2,701
Travel and promotion 2,504 - 3,949
----------------- ---------------- ------------------
Loss before the following: (26,533) (11,395) (167,019)
Unauthorized distribution - - (69,116)
Gain on settlement of debt - 15,464 15,464
----------------- ---------------- ------------------
Net Profit (Loss) for the period (26,533) 4,069 $ (220,671)
Deficit, beginning of year ($194,137) ($141,829)
Deficit, end of period $ (220,670) $ (137,760)
===================================
Net loss per share 0 0
Weighted average number of common
shares outstanding 9,736,695 9,116,695
================= ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
for the quarter ended June 30, 1999 and 1998
(Stated in US Dollars)
(Unaudited - See Note 1)
Three Months Ending
June 30, June 30,
1999 1998
----- ----
<S> <C> <C>
Revenue & Interest - -
Expenses
Accounting and audit fees 481 -
Amortization - -
Consulting fees - -
Filing fees - -
General and administrative expenses 1,322 -
Legal fees 13,460 -
Management fees - 7,000
Rent 1,660 -
Telephone expense 66 -
Transfer agent fees 716 -
Travel and promotion 1,417 -
----------------- ----------------
Loss before the following: (19,121) (7,000)
Unauthorized distribution - -
Gain on settlement of debt - 15,464
----------------- ----------------
Net Profit (Loss) for the period (19,122) 8,464
Net loss per share $ - $ -
----------------- ----------------
Weighted average number of common
shares outstanding 9,736,695 9,116,695
================= ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
STATEMENT OF CASH FLOWS
for the six months ended June 30, 1999 and 1998
and February 28, 1989 (Date of Inception) to June 30, 1999
(Stated in US Dollars)
(Unaudited - See Note 1)
Cumulative
from February
28, 1989
(Date of Incept-
Six Months ended tion) to
June 30, June 30, June 30,
1999 1998 1999
----- ----- ----
<S> <C> <C> <C>
Cash flow from
operating activities:
Net income (loss) (19,122) 4,069 (220,671)
Adjustments to reconcile net income (loss)
to net cash provided (used) by operating
activities:
Amortization 750
Consulting fees 6,200
Gain on settlement of debt (15,464) (15,464)
Management fees 7,000 7,000
Changes in non-cash items:
Prepaid expenses 197 (343)
Accounts Payable 1,430 4,395 41,371
Due to related party 17,495 52,435
----------------- ------------------ ------------------
Cash provided (used) by
operating activities 19,122 (4,069) (128,722)
Cash flows used in investing activity
Organization costs - - (750)
================= ================== ==================
Net cash used in investing activity - $ - (750)
================= ================== ==================
Cash flows from financing activities:
Proceeds from issuance of common stock - - 131,300
Payment of offering costs - - (27,270)
Contributed capital - - 25,442
----------------- ------------------ ------------------
Net cash provided by financing activities - - 129,472
================= ================== ==================
Cash beginning of period - 212 -
----------------- ---------------------------------------
Cash, end of period $ - $ 212 $ -
================= =======================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(DEFICIT) for the period from February 28, 1989 (Date of
Inception) to June 30, 1999
(Stated in US Dollars)
(Unaudited - See Note 1)
Deficit
Accumulated
During the
Common Stock Contributed Development
Shares Amount Capital Stage Total
------- ------ ------- ----- -----
<S> <C> <C> <C> <C> <C>
Balance, February 28, 1989 - $ - $ - $ - $ -
Issuance of stock to insiders
on March 7, 1989 - at $0.30
per share 33,347 10,000 - - 10,000
---------- --------------- -------------- ---------------- ----------------
Balance, December 31, 1989 33,347 10,000 - - 10,000
Issuance of stock during
public offering for $3.00 per
share, net of offering costs
of $27,270 33,348 72,730 72,730
Net loss - - - (84,159) (84,159)
---------- --------------- -------------- ---------------- ----------------
Balance, December 31, 1990 66,695 82,730 - (84,159) (1,429)
Net Loss - - - (3,416) (3,416)
---------- --------------- -------------- ---------------- ----------------
Balance, December 31, 1991 66,695 82,730 - (87,575) (4,845)
Net Loss - - - (2,713) (2,713)
---------- --------------- -------------- ---------------- ----------------
Balance, December 31, 1992 66,695 82,730 - (90,288) (7,558)
Net Loss - - (1,614) (1,614)
-------------------------- -------------- ---------------- ----------------
Balance, December 31, 1993 66,695 82,730 - (91,902) (9,172)
Net Loss - - (1,863) (1,863)
-------------------------- -------------- ---------------- ----------------
Balance, December 31, 1994 66,695 $ 82,730 $ - $ (93,765) $ (11,035)
</TABLE>
.... /Continued
<PAGE>
<TABLE>
<CAPTION>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(DEFICIT) for the period from February 28, 1989 (Date of
Inception) to June 30, 1999
(Stated in US Dollars)
(Unaudited - See Note 1)
Deficit
Accumulated
During the
Common Stock Contributed Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1994 66,695 82,730 - (93,765) (11,035)
Issuance of stock for
services rendered - at $0.03
per share 50,000 1,500 - - 1,500
Contributed capital - - 24,842 - 24,842
Net loss - - - (16,735) (16,735)
-------------- ---------------- ---------------- ----------------- ----------------
Balance, December 31, 1995 116,695 84,230 24,842 (110,500) (1,428)
Net loss - - - (9,068) (9,068)
-------------- ---------------- ---------------- ----------------- ----------------
Balance, December 31, 1996 116,695 84,230 24,842 (119,568) (10,496)
Issuance of stock for cash
- $0.011 per share 2,000,000 21,300 - - 21,300
Contributed capital - 600 - 600
Net loss - - - (22,261) (22,261)
-------------- ---------------- ---------------- ----------------- ----------------
Balance, December 31, 1997 2,116,695 105,530 25,442 (141,829) (10,857)
Issuance of stock for
services rendered
- at $0.001 per share 7,000,000 7,000 - - 7,000
- at $0.01 per share 620,000 6,200 - - 6,200
Net loss - - - (52,308) (52,308)
-------------- ---------------- ---------------------------------- ----------------
Balance, December 31, 1998 9,736,695 118,730 25,442 (194,137) (49,965)
Net loss - - - (7,412) (7,412)
-------------- ---------------- ---------------- ----------------- ----------------
Balance, June 30, 1999 9,736,695 $ 118,730 $ 25,442 $ (201,549) $ (57,377)
============== ================ ================ ================= ================
</TABLE>
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999
(Stated in US Dollars)
(Unaudited See Note 1)
Note 1 Interim Reporting
These financial statements have not been audited or reviewed and have been
prepared on a compilation basis only. Readers are cautioned that these
statements may not be appropriate for their purposes. While the information
presented in the accompanying interim six month financial statements is
unaudited, it includes all adjustments which are in the opinion of management,
necessary to present fairly the financial position, result of operations and
changes in cash flows for the interim period presented. It is suggested that
these financial statements be read in conjunction with the December 31, 1998
audited financial statements and notes thereto.
Note 2 Nature and Continuance of Operations
The company is in the development stage and is devoting its efforts to locating
merger candidates.
These financial statements have been prepared on a going concern basis.
The company has accumulated a deficit of ($220,670) since inception. Its ability
to continue as a going concern is dependent upon the ability of the company to
generate profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due.
The company was incorporated in Colorado on February 28, 1989.
Note 3 Summary of Significant Accounting Policies
The financial statements of the company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgement. Actual results
could differ from those estimates.
<PAGE>
The financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
Development Stage Company
The company is a development stage company as defined in Statement of Financial
Accounting Standards No. 7. The company is devoting substantially all of its
present efforts to acquire a new business and none of its planned principal
operations have commenced. All losses accumulated since inception have been
considered as part of the company's
development stage activities.
Income Taxes
The company uses the liability method of accounting for income taxes pursuant to
Statement of Financial Accounting Standards, No. 109 "Accounting for Income
Taxes.
Loss Per Share
Loss per share figures have been calculated based upon the weighted average
number of shares outstanding during the years.
Fair Value of Financial Instruments
The carrying value of cash, accounts payable and due to related parties
approximates fair value because of the short maturity of these instruments.
Note 4 Capital Stock -
i) Preferred Stock
a) Authorized:
100,000,000, $0.01 par value
b) Issued:
None issued
ii) Common stock
a) Authorized:
1,000,000,000, no par value
# #
b) Issued: 1998 1997
---- ----
Balance, December 31, 1998 and 1997 9,736,695 2,116,895
<PAGE>
iii)On October 22, 1997, the company completed a reverse split on
a one common share for 300 common shares basis. All common
share transactions prior to the split have been restated to
reflect this split.
<PAGE>
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
- -------------
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1999
- ------------------------------------------------------------------
The Company has experienced expenses of $26,533 for the six month period ended
June 30, 1999 compared to $11,395 for the same period in 1998. The Company had
no revenues for the period in 1999 or 1998. The Company had a net loss of
($26,533) for the period in 1999 and a net loss of ($11,395) in the same period
1998. The Company losses will continue until adequate business income can be
achieved. While the company is seeking capital sources for investment and
business; there is no assurance that such can be found.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 1999
- ---------------------------------------------------------
The Company had no revenues in the second quarter period in 1999 nor any
revenues in the same period in 1998. The Company incurred expenses of $19,122 in
the quarter in 1999 as compared to $7,000 in expenses in the same quarter in
1998. The Company had a net operations loss of ($19,122) in the quarter in 1999
and a net operations loss of ($7,000) in the same quarter, in 1998. The Company
anticipates that the losses will continue for the foreseeable future until the
Company develops or acquires business which generates sufficient revenues to at
least cover expenses. Of course, there is no assurance that such an event will
occur.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company had no cash capital at the end of the period and no assets. The
Company will be forced to either borrow or make private placements of stock in
order to fund operations. No assurance exists as to the ability to achieve loans
or make private placements of stock.
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------
None
<PAGE>
ITEM 2. CHANGES IN SECURITIES
- ------- ---------------------
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
- ------- ------------------------------
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------
None
ITEM 5. OTHER INFORMATION
- ------- -----------------
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
No reports on Form 8-K were made for the period for which this report is
filed.
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
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.
THE OHIO & SOUTHWESTERN ENERGY COMPANY
Date: 8/13/99
------- /s/ Ralph Shearing
---------------------------------------
Ralph Shearing, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 343
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 343
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 343
<CURRENT-LIABILITIES> 76,842
<BONDS> 0
0
0
<COMMON> 118,750
<OTHER-SE> (195,228)
<TOTAL-LIABILITY-AND-EQUITY> 343
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 26,533
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (26,533)
<INCOME-TAX> 0
<INCOME-CONTINUING> (26,533)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (26,533)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
