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 quarter ended March 31, 1998
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 2-99110-NY
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A.X.R. DEVELOPMENT CORPORATION, INC.
------------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 11-2751537
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
9005 Cobble Canyon Lane
Sandy, Utah 84093
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 942-0555
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company 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 No X
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes____ No ___
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
October 1, 1998
Common - 13,000,000 shares
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is
contained in Item 6 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company 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, these Consolidated Financial Statements fairly present the
financial condition of the Company.
<PAGE>
A.X.R.
DEVELOPMENT CORPORATION, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
March 31, 1998 and December 31, 1997
<PAGE>
INDEPENDENT AUDITORS REPORT
The Board of Directors
A.X.R. Development Corporation, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheets of A.X.R. Development
Corporation, Inc. (a development stage company) as of March 31, 1998 and
December 31, 1997 and the related statements of operations, stockholders
equity (deficit) and cash flows for the three months ended March 31, 1998 and
for the years ended December 31, 1997 and 1996 and from inception on July 10,
1985 through March 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits 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. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of A.X.R. Development
Corporation, Inc. (a development stage company) as of March 31, 1998 and
December 31, 1997 and the results of its operations and its cash flows for the
three months ended March 31, 1998, and for the years ended December 31, 1997
and 1996 and from inception on July 10, 1985 through March 31, 1998 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 3 to the financial
statements, the Company is a development stage company with no operating
capital which raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/Jones, Jensen & Company
Jones, Jensen & Company
April 16, 1998
<PAGE>
<TABLE>
A.X.R.
DEVELOPMENT CORPORATION, INC.
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
March 31, December 31,
1998 1997
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Accounts payable $ 1,418 $ 1,418
Total Current Liabilities 1,418 1,418
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock $0.001 par value; authorized
100,000,000 shares; 13,000,000 shares issued
and outstanding 13,000 13,000
Additional paid-in capital 61,879 61,879
Deficit accumulated during the
development stage (76,297) (76,297)
Total Stockholders' Equity (Deficit) (1,418) (1,418)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
</TABLE>
<TABLE>
A.X.R.
DEVELOPMENT CORPORATION, INC.
(A Development Stage Company)
Statements of Operations
<CAPTION>
From
Inception on
For the Three For the July 10, 1985
Months Ended Years Ended Through
March 31, December 31, March 31,
1998 1997 1996 1998
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
LOSS FROM DISCONTINUED
OPERATIONS (Note 4) - (3,167) (740) (76,297)
NET LOSS $ - $ (3,167) $ (740) $ (76,297)
NET LOSS PER SHARE $ 0.00 $ (0.00) $ (0.00)
</TABLE>
<TABLE>
A.X.R.
DEVELOPMENT CORPORATION, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
At inception on
July 10, 1985 - $ - $ - $ -
Common stock issued
for cash at an
average of $0.006
per share 13,000,000 13,000 59,390 -
Net loss from
inception through
December 31, 1994 - - - (72,390)
Balance,
December 31, 1994 13,000,000 13,000 59,390 (72,390)
Net loss for the
year ended
December 31, 1995 - - - -
Balance,
December 31, 1995 13,000,000 13,000 59,390 (72,390)
Contributed capital
for expenses - - 740 -
Net loss for the
year ended
December 31, 1996 - - - (740)
Balance,
December 31, 1996 13,000,000 13,000 60,130 (73,130)
Contributed capital
for expenses - - 1,749 -
Net loss for the
year ended
December 31, 1997 - - - (3,167)
Balance,
December 31, 1997 13,000,000 13,000 61,879 (76,297)
Net loss for the
three months ended
March 31, 1998 - - - -
Balance,
March 31, 1998 13,000,000 $ 13,000 $ 61,879 $ (76,297)
</TABLE>
<TABLE>
A.X.R.
DEVELOPMENT CORPORATION, INC.
(A Development Stage Company)
Statements of Cash Flows
<CAPTION>
From
Inception on
For the Three For the July 10, 1985
Months Ended Years Ended Through
March 31, December 31, March 31,
1998 1997 1996 1998
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Income (loss) from operations $ - $ (3,167) $ (740) $(76,297)
Adjustments to reconcile net
income to net cash provided by
operating activities:
Increase in accounts payable - 1,418 - 1,418
Contributed capital for expenses - 1,749 740 2,489
Net Cash Provided (Used) by
Operating Activities - - - (72,390)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net Cash Provided (Used) by
Investing Activities - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common stock for cash - - - 73,390
Stock offering costs - - - (1,000)
Net Cash Provided (Used) by
Financing Activities $ - $ - $ - $ 72,390
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ - $ - $ - $ -
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD - - - -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ - $ - $ -
Cash Paid For:
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
</TABLE>
A.X.R.
DEVELOPMENT CORPORATION, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 1998 and December 31, 1997
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
A.X.R. Development Corporation, Inc. was organized under the laws of
the State of Nevada on July 10, 1985. Since then, there has been no
active operations. In 1996, the Company changed its management and is
seeking a business opportunity. The Company has selected a calendar
year end.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting.
b. Provision for Taxes
The Company has a $4,000 net operating loss carryover as of March 31,
1998 which expires in 2013. The potential tax benefit has been offset
by a valuation allowance for the same amount.
c. Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
d. 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 reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
NOTE 3 - 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. The Company has not established
revenues sufficient to cover its operating costs and allow it to
continue as a going concern. Management intends to seek a merger with
an existing, operating company. In the interim, it has committed to
meeting the Company's minimal operating expenses.
NOTE 4 - DISCONTINUED OPERATIONS
In 1987, the Company discontinued operations and was reclassified as
a development stage company. All revenues generated by the Company
have been netted against the expenses and are grouped into the
discontinued operations line on the statements of operations.
NOTE 5 - RELATED PARTY TRANSACTIONS
The president of the Company contributed $-0- and $1,749 for expenses
on behalf of the Company in 1998 and 1997, respectively.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
- -----------------
The Company has not engaged in any material operations or
had any revenues from operations during the last two calendar years. The
Company's plan of operation for the next 12 months is to continue to seek the
acquisition of assets, properties or businesses that may benefit the Company
and its stockholders. Management anticipates that to achieve any such
acquisition, the Company will issue shares of its common stock as
the sole consideration for any such acquisition.
During the next 12 months, the Company's only foreseeable
cash requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing or
investigating any potential business venture. Such funds may
be advanced by management or stockholders as loans to the Company. Because
the Company has not identified any such venture as of the date of this Report,
it is impossible to predict the amount of any such loans or advances.
However, any such loans or advances should not exceed $25,000 and will be on
terms no less favorable to the Company than would be available from a
non-affiliated lender in an arm's length transaction. As of the date of this
Report, the Company is not involved in any negotiations respecting any such
potential business venture.
Results of Operations.
- ----------------------
Other than restoring and maintaining its good corporate
standing in the State of Nevada, compromising and settling its
debts and seeking the acquisition of assets, properties or
businesses that may benefit the Company and its stockholders,
the Company has had no material business operations during the two
most recent calendar years, and was dormant from December 1989 to January 1,
1996.
At March 31, 1998, the Company had no assets and liabilities of $1,418.
There were no revenues in the three months ended March 31, 1998, and in the
years ended December 31, 1997 and 1996, there were no revenues.
For the three months ended March 31, 1998, there was a net loss of ($0),
and for the years ended December 31, 1997 and 1996, net losses from
discontinued operations were ($3,167) and ($740), respectively.
Liquidity
- ---------
The Company has no cash with current liabilities of $1,418.
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.
No matter was submitted to a vote of the Company's security holders
during the second quarter of the calendar year covered by this Report or
during the two previous calendar years; further, no matter has been submitted
to a vote of the Company's security holders since the Company became
dormant in December 1989.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit
(a) Exhibits.* Number
None.
(b) Reports on Form 8-K.
None.
* A summary of any Exhibit is modified in its entirety by reference
to the actual Exhibit.
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.
A.X.R. DEVELOPMENT CORPORATION, INC.
Date: 10/7/98 By:/s/David C. Merrell
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
A.X.R. DEVELOPMENT CORPORATION, INC.
Date: 10/7/98 By:/s/David C. Merrell
President and Director
Date: 10/7/98 By:/s/Corie Merrell
Secretary/Treasurer and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1418
<BONDS> 0
0
0
<COMMON> 13000
<OTHER-SE> (14418)
<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-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
