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 June 30, 1997
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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.
<TABLE>
A.X.R. DEVELOPMENT CORPORATION, INC.
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
June 30, December 31,
1997 1996
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ -
Total Current Liabilities - -
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value,
100,000,000 shares authorized,
13,000,000 and 13,000,000
shares issued and outstanding 13,000 13,000
Additional paid-in capital 61,617 60,130
Deficit accumulated during the
development stage (74,617) (73,130)
Total Stockholders' Equity - -
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ - $ -
</TABLE>
<TABLE>
A.X.R. DEVELOPMENT CORPORATION, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
From
Inception
on July 10,
For the Three Months For the Six Months 1985 Through
Ended June 30, Ended June 30, June 30,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
LOSS ON
DISCONTINUED
OPERATIONS (Note 4) (1,037) - (1,487) - (74,617)
NET LOSS $ (1,037) $ - $(1,487) $ - $ (74,617)
LOSS PER SHARE $ (0.00) $ - $ (0.00) $ -
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 13,000,000 13,000,000 13,000,000 13,000,000
</TABLE>
<TABLE>
A.X.R. DEVELOPMENT CORPORATION, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
(Unaudited)
<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 - - 1,487 -
Net loss for the
six months ended
June 30, 1997 - - - (1,487)
Balance,
June 30, 1997 13,000,000 $ 13,000 $ 61,617 $ (74,617)
</TABLE>
<TABLE>
A.X.R. DEVELOPMENT CORPORATION, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
July 10, 1985
For the Three Months Ended For the Six Months Ended Through
June 30, June 30, June 30,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING
ACTIVITIES:
Income (loss)
from operations $(1,037) $ - $(1,487) $ - $ (74,617)
Adjustments to
reconcile net
income to net
cash provided
by operating
activities:
Contributed
capital for
expenses 1,037 - 1,487 - 2,227
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
June 30, 1997 and December 31, 1996
(Unaudited)
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 was no active
operation. 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 $2,237 net operating loss carryover as of June 30, 1997
which expires in 2011. 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.
e. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a fair
presentation. Such adjustments are of a normal, recurring nature.
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 $1,487 and $740 for expenses on
behalf of the Company in 1997 and 1996, 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 June 30, 1997, the Company had no assets and no liabilities.
There were no revenues in the three months ended June 30, 1997 and 1996; and
for the six months ended June 30, 1997 and 1996, there were no revenues.
For the three months ended June 30, 1997, there was a net loss from
discontinued operations of ($1,037), and for the six months ended June 30,
1997 and 1996, net losses from discontinued operations were ($1,487) and ($0),
respectively.
Liquidity
- ---------
$1,487 was contributed to capital by David C. Merrell, the Company's
President and a director, for miscellaneous expenses, during 1997.
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 Exhibits.
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> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 13000
<OTHER-SE> (13000)
<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> (1487)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (1487)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1487)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
