AXR DEVELOPMENT CORP INC
10QSB, 1998-10-08
BLANK CHECKS
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                 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 September 30, 1997
                           ------------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 

     For the transition period from               to
                                    -------------    -------------

                        Commission File No. 2-99110-NY
                                            ----------

                      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     

                                        September 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                61,879                60,130       
  
  Deficit accumulated during the 
   development stage                       (74,879)              (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 Nine Months  1985 Through    
                    Ended September 30,   Ended September 30,  September 30,   
                     1997        1996      1997        1996        1997        
    
<S>                   <C>        <C>        <C>         <C>         <C>
REVENUE               $   -      $   -      $   -       $   -       $   -      

LOSS ON 
 DISCONTINUED 
 OPERATIONS (Note 4)     (262)       -       (1,749)        -       (74,879)
 
NET LOSS              $  (262)   $   -      $(1,749)    $   -      $(74,879)

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       -          -        1,749          -    
     
Net loss for the nine months ended
 September 30, 1997                    -          -          -         (1,749)

Balance, September 30, 1997     13,000,000   $ 13,000   $ 61,879    $ (74,879)
</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           For the       Through
                            Three Months Ended Nine Months Ended September 30, 
                               September 30,       September 30,  
                              1997       1996     1997     1996     1997       
<S>                            <C>       <C>     <C>       <C>    <C>
CASH FLOWS FROM 
 OPERATING ACTIVITIES:

  Income (loss) from operations $  (262) $   -   $ (1,749) $   -   $(74,879)
  Adjustments to reconcile net 
   income to net cash provided 
    by operating activities:
  Contributed capital for 
   expenses                         262      -      1,749      -      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
                   September 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 $2,499 net operating loss carryover as of September 30,
   1997 which expires in 2012.  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 $1,749 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 September 30, 1997, the Company had no assets and no liabilities. 
There were no revenues in the three months ended September 30, 1997 and 1996;
and in the nine months ended September 30, 1997 and 1996, there
were no revenues. 

     For the three months ended September 30, 1997, there was a net loss from
discontinued operations of ($262); for the three months ended September 30,
1996, there was no net loss; and for the nine months ended September 30, 1997
and 1996, net losses from discontinued operations were ($1,749) and ($0),
respectively.

Liquidity
- ---------

     $1,749 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 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>                   9-MOS
<FISCAL-YEAR-END>                          SEP-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>                                  (1749)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                   (1749)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (1749)
<EPS-PRIMARY>                                   (0.00)
<EPS-DILUTED>                                   (0.00)
        

</TABLE>


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