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
- ------------------- ----------------------
March 31, 1999 33-28188
THE OHIO & SOUTHWESTERN ENERGY COMPANY
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(Exact name of registrant as specified in its charter)
Colorado 84-1116458
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(State of incorporation) (I.R.S. Employer
Identification No.)
7535 E. Hampden Ave., Ste. 600, Denver, CO 80231
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(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 29, 1999
<PAGE>
<TABLE>
<CAPTION>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
BALANCE SHEET
(unaudited)
March 31, December 31,
1999 1998
<S> <C> <C>
Current Assets:
Cash and cash equivalents $0 $0
Prepaid expenses $540 $0
Total current assets $540 $0
------------------------ ------------------------------
TOTAL ASSETS $540 $0
======================== ==============================
LIABILITIES AND STOCKHOLDERS' EQUITY
======================== ==============================
Current liabilities:
Accounts payable $22,977 $21,642
Accounts payable, related parties $34,940 $28,323
------------------------ ------------------------------
Total current liabilities 57,917 49,965
------------------------ ------------------------------
Stockholder's equity:
Common stock, $0.0001 stated 118,730 188,730
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) (201,549) (194,137)
------------------------ ------------------------------
Total Stockholders' equity $(57,377) $(49,965)
------------------------ ------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' $540 $0
EQUITY
======================== ==============================
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-1
<PAGE>
<TABLE>
<CAPTION>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
STATEMENT OF OPERATIONS
(unaudited)
Three Months Three Months
Ending March 31, Ending March 31,
1999 1998
----------------------------------- ------------------------------------
<S> <C> <C>
Revenue & interest $0 $0
Professional fees 1,335 0
Expenses, general 1,237 $15,464
and administrative
Rent & Office 3,753 -
----------------------------------- ------------------------------------
Travel 1,087
=================================== ====================================
Net income (loss) (7,412) $15,464
for period
=================================== ====================================
Net income (loss) $(-) $(.01
per share
=================================== ====================================
Weighted average 9,736,695 1,683,818
number of common
shares
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(unaudited)
Three Months Three Months
Ending Ending
March 31, March 31,
1999 1998
-------------------------- --------------------------
<S> <C> <C>
Cash flows from
operating activities:
Net income (loss) (7,412) ($15,464)
Adjustments to
reconcile net income
(loss) to net cash
provided (used) by
operating activities:
Amortization $0 $0
Rent $0 $0
Changes in:
Prepaid expenses ($540) $0
Accounts payable $1,335 $15,464
Accounts payable - $6,617 $0
related parties
-------------------------- --------------------------
Cash provided (used) by $0 $212
operating activities
========================== ==========================
Cash at beginning of $0 $212
period
========================== ==========================
Cash at end of period $0 $0
========================== ==========================
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 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 three 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 ($201,549) 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.
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
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
(Stated in US Dollars)
(unaudited-See Note 1)
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 - Note 4
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
=================== ==============
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
The Company has experienced expenses for the three month period of $7,412 in
1999 and $15,464 in 1998. The Company had no revenues for the period in 1999 or
1998. The Company had a net loss of (7,412) for the period in 1999 and a net
loss of ($15,464) in the same period 1998. The Company losses will continue
until income can be achieved. While the company is seeking capital sources for
investment; there is no assurance that sources can be found.
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
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 AND SOUTHWESTERN ENERGY COMPANY
Date: July 29, 1999 /s/ Ralph Shearing
------------------------------------------
Ralph Shearing, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 49,965
<BONDS> 0
0
0
<COMMON> 118,730
<OTHER-SE> (168,695)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
