<PAGE>
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 quarterly period ended Sept 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to____________
Commission File No. 033-02441-D
Draco Holding Corp.
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(Name of Small Business Issuer in its Charter)
NEVADA 87-0638750
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4843 Wallace Lane
Salt Lake City, Utah 84117
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(Address of Principal Executive offices)
Issuer's Telephone Number: (801) 209-0545
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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
such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
March 21, 2000
2,034,751
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Registrant required to be filed
with this 10-QSB Quarterly Report were prepared by management, and commence of
the following page, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.
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DRACO HOLDING CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 1999 and December 31, 1998
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<TABLE>
DRACO HOLDING CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
<CAPTION>
September 30, December 31,
1999 1998
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 45,240 $ -
TOTAL ASSETS $ 45,240 $ -
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 140 $ 250
Total Liabilities 140 250
STOCKHOLDERS EQUITY (DEFICIT)
Common stock authorized 500,000,000
shares at $0.001 par value; 2,034,750
and 934,750 shares issued and outstanding,
respectively 2,035 935
Additional paid-in capital 133,795 79,895
Deficit accumulated during the development
stage (90,730) (81,080)
Total Stockholders Equity (Deficit) 45,100 (250)
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT) $ 45,240 $ -
</TABLE>
<TABLE>
DRACO HOLDING CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
For the For the December 17,
Three Months Ended Nine Months Ended 1985 Through
September 30, September 30, September 30,
1999 1998 1999 1998 1999
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES 9,650 - 9,650 - 90,730
NET LOSS $ (9,650) $ - $ (9,650) $ - $(90,730)
BASIC NET LOSS PER
SHARE OF COMMON
STOCK $ (0.01) $ (0.00) $ (0.01) $ (0.00)
BASIC WEIGHTED
AVERAGE NUMBER OF
SHARES OUTSTANDING 1,115,572 934,750 1,115,572 934,750
</TABLE>
<TABLE>
DRACO HOLDING CORPORATION
(A Development Stage Company)
Statements of Stockholders Equity (Deficit)
From Inception on December 17, 1985 Through September 30, 1999
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
Balance at inception on
December 17, 1985 - $ - $ - $ -
Common stock issued for cash
at $0.02 4,000,000 4,000 4,000 -
Common stock issued for cash
at $0.20 per share 5,347,500 5,348 101,602 -
Stock offering costs - - (34,220) -
Net loss from inception on
December 17, 1985 through
December 31, 1996 - - - (80,830)
Balance, December 31, 1996 9,347,500 9,348 71,382 (80,830)
Contributed capital for expenses - - 100 -
Net loss for the year ended
December 31, 1997 - - - (100)
Balance, December 31, 1997 9,347,500 9,348 71,482 (80,930)
Net loss for the year ended
December 31, 1998 - - - (150)
Balance, December 31, 1998 9,347,500 $ 9,348 $71,482 $ (81,080)
Common stock issued for cash at
$0.05 per share (unaudited) 1,000,000 1,000 49,000 -
Common stock issued for services
at $0.05 per share (unaudited) 100,000 100 4,900 -
Net loss for the nine months ended
September 30, 1999 (unaudited) - - - (9,650)
Balance, September 30, 1999
(unaudited) 2,034,750 $ 2,035 $133,795 $ (90,730)
</TABLE>
<TABLE>
DRACO HOLDING CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
For the For the December 17,
Three Months Ended Nine Months Ended 1985 Through
September 30, September 30, September 30,
1999 1998 1999 1998 1999
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (9,650) $ - $(9,650) $ - $ (90,730)
Adjustments to
reconcile net loss to
net cash used by
operating activities:
Contributed capital
for expenses - - - - 100
Stock issued for
services 5,000 - 5,000 - 5,000
Increase (decrease)
in accounts payable (110) - (110) - 140
Net Cash Used by
Operating Activities (4,760) - (4,760) - (85,490)
CASH FLOWS FROM INVESTING
ACTIVITIES: - - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Stock offering costs - - - - (34,220)
Issuance of common
stock for cash 50,000 - 50,000 - 164,950
Net Cash Provided
by Financing
Activities 50,000 - 50,000 - 130,730
NET INCREASE (DECREASE)
IN CASH 45,240 - 45,240 - 45,240
CASH AT BEGINNING OF
PERIOD - - - - -
CASH AT END OF PERIOD $45,240 $ - $ 45,240 $ - $ 45,240
CASH PAID FOR:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
</TABLE>
DRACO HOLDING CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999 and December 31, 1998
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows at
September 30, 1999 and 1998 and for all periods presented have been
made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company s
December 31, 1998 audited financial statements. The results of
operations for periods ended September 30, 1999 and 1998 are not
necessarily indicative of the operating results for the full years.
NOTE 2 - STOCK TRANSACTIONS
On August 18, 1999, the Company issued 10,000,000 unrestricted shares
of common voting stock for cash contribution of $50,000, and 1,000,000
shares of common voting stock for services rendered valued at $5,000.
On September 13, 1999, the Company effected a reverse split of the
issued and outstanding common stock on the basis of one share for 10,
while retaining the authorized shares at 500,000,000 shares and
retaining the par value of one mil ($0.001) per share. The reverse
stock split has been applied retroactively to the financial statements.
NOTE 3 - MERGER
On September 13, 1999, Draco Corp. (Draco-Utah) filed Articles of
Merger, whereby it merged into Draco Holding Corporation (a Nevada
corporation formed on August 20, 1999.) Draco Holding Corporation
became the surviving corporation, assuming all the assets and
obligations of Draco-Utah. At the time of the merger, each outstanding
share of common stock of Draco-Utah, and all fractional shares were
rounded to the nearest whole share. Draco Holding Corporation is the
surviving entity for legal purposes, and the historical financial
information of Draco-Utah became Draco Holding Corporation s financial
statements for accounting purposes.
<PAGE>
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.
On September 10, 1999, at the annual meeting of the Company's
stockholders, the holders of 11,009,375 shares (representing approximately
54%) of the Company's issued and outstanding common stock voted to: (i) elect
Steven Moulton; Lane Clissold; and Diane Reed to the Company's Board of
Directors, with each to serve until the next annual meeting of stockholders or
his or her prior death, resignation or termination and the qualification of
his or her successor; (ii) effect a reverse split of the Company's issued and
outstanding common stock in the ratio of one share for 10, while retaining the
authorized shares at 500,000,000 shares and retaining the par value at one
mill ($0.001) per share, with appropriate adjustments in the stated capital
and additional paid in capital accounts of the Company; and (iii) change the
Company's domicile from the State of Utah to the State of Nevada by merging
the Company into its wholly-owned subsidiary, Draco Holding Corp., a Nevada
corporation ("Draco Nevada"), which was incorporated on August 26, 1999.
The Company filed Articles of Amendment effectuating its reverse
split with the Utah Division of Corporations on September 14, 1999. See Item
6 of this Report.
On September 13, 1999, the Boards of Directors of the Company and of
Draco Nevada voted to approve the Company's merger into Draco Nevada, and
Articles of Merger effecting the merger were filed with the Nevada Secretary
of State and the Utah Division of Corporations on September 14, 1999, and
September 16, 1999, respectively. See Item 6 of this Report.
Item 5. Other Information.
On August 17, 1999, each of the Company's former directors and
executive officers resigned and appointed Lane Clissold; Steven Moulton; and
Diane Reed to serve as directors in their stead. The new Board of Directors
then elected Mr. Clissold to serve as the Company's President; Ms. Reed as its
Vice President; and Mr. Moulton as its Secretary/Treasurer.
On the same date, the Company's new Board of Directors unanimously
voted to authorize Steven Moulton to negotiate with a business associate for
the formation of a wholly-owned subsidiary to operate an equipment rental
business and report back to the Board of Directors.
On August 18, 1999, the Company's Board of Directors unanimously
voted to issue 5,000,000 "unregistered" and "restricted" shares of the
Company's common stock each to Steven Moulton and Lane Clissold in
consideration of services rendered to the Company and each recipient's payment
to the Company of $25,000.
On October 13, 1999, which is subsequent to the period covered by
this Report, the Company's Board of Directors unanimously voted to adopt and
ratify a prior forward split of the Company's common stock in the ratio of
five for one, while retaining the authorized shares at 500,000,000 and the par
value at one mill ($0.001).
On March 3, 2000, which is subsequent to the period covered by this
Report, the Company's Board of Directors unanimously voted to purchase 1,000
shares of Jump'n Jax, Inc., a Utah corporation ("Jump'n Jax"), in order to
make Jump'n Jax a wholly-owned subsidiary. Jump'n Jax will operate the
Company's business of leasing inflatable balloons for parties and outdoor
activities in Southern Utah. The Board of Directors further resolved to loan
$10,000 to Jump'n Jax to allow it to commence operations, and to elect Steven
Moulton as Jum'n Jax' director, with James Wheeler; Richard Lamb; and Michelle
Wheeler to serve as its President, Vice President and Secretary/Treasurer,
respectively.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No.
3.1 Articles of Incorporation of Draco Holding Corp., a Nevada
corporation
3.2 Bylaws of Draco Holding Corp., a Nevada corporation
3.3 Articles of Merger
3.4 Articles of Incorporation of JUMP'N JAX, INC., a Utah corporation
27 Financial Data Schedule.
(b) Reports on Form 8-K.
None.
<PAGE>
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.
DRACO HOLDING CORP.
4-14-00 /s/ Lane Clisssold
Date:_________ By:________________
Lane Clissold
Director and
President
4-14-00 /s/ Steven D. Moulton
Date:__________ By:________________
Steven D. Moulton
Director and
Secretary/Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000787251
<NAME> DRACO HOLDING CORP.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 45240
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 45240
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 45240
<CURRENT-LIABILITIES> 140
<BONDS> 0
0
0
<COMMON> 2035
<OTHER-SE> 43065
<TOTAL-LIABILITY-AND-EQUITY> 45240
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 9650
<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> (9650)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
