GARB OIL & POWER CORP
10QSB, 1999-02-10
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

         [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: December 31, 1998

                                       OR

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

FOR THE TRANSITION PERIOD FROM N/A TO _____

COMMISSION FILE NUMBER: 0-14859




                          GARB-OIL & POWER CORPORATION
        (Exact name of small business issuer as specified in its charter)

               UTAH                                       87-0296694  
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                     Identification No.)

                          10 EXCHANGE PLACE, SUITE #507
                           SALT LAKE CITY, UTAH 84111
                    (Address of Principal executive offices)

                                 (801) 322-5410
                           (Issuer's telephone number)

         Check whether the issuer (1) filed all reports  required to be filed by
Sections 13 or 15(d) of the  Exchange Act during the past 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.

YES   X   NO ___      

         The number of shares outstanding at December 31, 1998:  17,028,299


<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

A. Results of Operations

         The Company  received revenue of $ -0- in the six months ended December
31, 1998. General and Administrative expenses were $57,566 in the current year's
first half  compared to $96,750 in the prior year  period.  After  inclusion  of
interest  expense in the  current  year six month  period of $9,900 the  Company
incurred a net loss of  ($67,466)  compared  to a net loss of  ($113,350)  after
interest expense of $16,600 for the prior year period.

         The auditor's report  accompanying the Company's  financial  statements
for the year ended June 30, 1998, contains the following statement: As stated in
the auditors opinion to the financial statements. The Company's operating losses
since inception and the deficit  accumulated  during the development stage raise
substantial doubt about their ability to continue as a going concern.


OTR Tire Processing System

         The  Company  has  designed  a system it  believes  will be  capable of
recovering used rubber from large,  off-the-road  (OTR) tires. As of the date of
this report, the Company has substantially  completed the engineering and design
of the system, but has not yet constructed a commercially operating system.

         Commercially available tire shredders,  including shredders made by the
Company's affiliate,  Garbalizer Machinery  Corporation ("GMC"), are designed to
process standard  automobile and truck tires, which may include  semi-trailer or
over-the-road tires. Tires used in a variety of off the road equipment,  such as
graders,  bulldozers,  mining  equipment,  etc. cannot be processed  directly by
these shredders. Although these tires, which may weigh from 400 pounds to 9 tons
apiece,  are less numerous than standard tires, the Company  estimates that over
3,000,000  tons of OTR tires  require  disposal in the United  States each year.
Current methods of disposal include landfilling and surface disposal,  which are
accepted only due to the lack of a viable  alternative.  Most states have passed
laws prohibiting landfilling or storage of whole tires.

         The  Company's  system,  known  as the  OTR  Tire  Disintegrator,  uses
mechanical  and  cryogenic  means to remove  the rubber  from OTR tires  without
shredding.  After  separation  of wire  and  other  non-rubber  components,  the
resulting  particles can then be used to produce crumb rubber. The particles can
also be used as fuel or safely  disposed of in a landfill,  although the Company
believes that the rubber particles will be of relatively high quality.

         The Company has  prepared  what it believes to be a final design of the
system and has analyzed the expected  performance of the system.  When the first
Disintegrator is built,  modifications to the design may be required to maximize
performance. It is also possible, although the Company does not anticipate this,
that the disintegrator will not perform as planned when built.

         The Company has  received  United  States  Patent No.  5,299,748 on the
Disintegrator design


<PAGE>



which expires April 5, 2011 and Patent No.  5,590,838  which expires  January 7,
2014. An additional patent improvement has been filed and currently pending.

         The Company  announced the  availability of the  Disintegrator in July,
1992 and has received  numerous  inquiries from potential buyers or users of the
Disintegrator.  The  Company's  original  intent was to retain  ownership of the
Disintegrator,  allowing its use by persons who purchase an exclusive  territory
from the Company and who agree to pay the Company a share of any profits earned.

UTTI Tire Repair and Resale Business

         The  Company's  efforts  have  historically  focused  on  reducing  the
environmental  problems of  disposing of used tires by creating  fuel,  power or
useful  by-products  from the tires.  Although such efforts have not resulted in
commercial  operations,  the Company's management has gained extensive knowledge
of the used tire  distribution  and disposition  business  through such efforts.
Based on this  experience,  Management  discovered that a substantial  number of
used truck tires were  disposed of which  could be made usable  through  repair,
retreading and reconditioning. Management also believes that there is commercial
demand for such used tires.

         On May 20, 1994 the company formed UTTI as a majority owned  subsidiary
to exploit this perceived  demand.  UTTI operated  through October 1996 at which
time it was discontinued.  In managements opinion,  UTTI operated long enough to
prove that an operation of this type could be viable and profitable.

         The Company is proposing to establish  used truck tire  processing  and
sales  joint   ventures   with   operators   of  tire   shredders  or  OTR  Tire
Disintegrators.  Currently,  most tire shredding operations separate usable tire
casings from the scrap tires  received in bulk.  These  casings are then sold to
agents who in turn sell them to repair or retread  dealers.  By  establishing  a
joint  venture which would operate from the shredder  operator's  facility,  the
Company  believes it can obtain casings at lower or no cost,  while reducing its
overhead and increasing the revenues to the shredder operation. The Company does
not yet have any  agreements  to establish  such joint  ventures.  If such joint
ventures  are  established,  it is likely  that the first such  venture  will be
operated  using the  equipment  from the Salt Lake  City  facility.  As with any
start-up operation,  there is substantial  uncertainty  regarding its ability to
operate at a profit.  There are no firm  commitments for any such joint ventures
at this time.

         Management  believes that there are two primary  sources for used truck
tire demand.  Used truck tires have, or are perceived to have, a shorter  usable
life than comparable new tires.  However, due to the substantially lower cost of
used tires,  the cost per usable  mile is much lower for used  tires.  Local and
short haul  truckers buy used tires  because of this lower cost per usable mile.
The shorter usable life is a negative  factor for interstate long haul truckers.
However,  interstate  truckers do buy used tires as short term  replacements for
tires irreparably damaged while on the road.

         Used tires  sold by truck  tire  repair  facilities  must meet  minimum
standards imposed by the Department of Transportation.  Management believes that
these  tires are in  substantial  compliance  with such  requirements.  Although
repair  facilities  generally  sells  its  tires  on an "as  is"  basis  without
warranty,  the facility may remain liable under state law for personal injury or
property damage resulting from any negligent tire repairs.


<PAGE>



         A more complete record of the company's  operating  history is shown on
its 10KSB for fiscal year June 30, 1998.

B. Liquidity, Cash Flow and Capital Resources

         $12,000  of wages  payable to the  company's  President  were  accrued,
rather than paid, during the period.

         At  December  31,  1998 the  Company  had a deficit in working  capital
(current  Liabilities  in excess of current  assets) of  $715,938  and a current
ratio (ratio of current assets to current  liabilities) of approximately .23. At
June 30,  1998,  the Company had a deficit in working  capital of $652,997 and a
current ratio of approximately .26.

         Working capital at December 31, 1998 includes current assets consisting
of a receivable from related parties of $180,071.  The related party  receivable
has been  outstanding,  in varying  amounts,  since the quarter  ended March 31,
1992. At December 31, 1998, the Company had cash on hand of $14.

         Other  than its short  time  office  lease and  accounts  payable,  the
company is not subject to any material commitments for capital expenditures.


<PAGE>



                                    PART II.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         No exhibits are being filed herewith.

         During the quarter  reported upon, the Company did not file any reports
on Form 8-K.

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                    GARB OIL & POWER CORPORATION


Date: February 10, 1999                           By /s/ John C. Brewer
                                                     ---------------------------
                                                      John C. Brewer, President
                                                     Principal Executive Officer


Date: February 10, 1999                           By /s/ Charles Laver 
                                                     ---------------------------
                                                      Charles Laver, Treasurer
                                                       Principal Financial and
                                                     Accounting Officer


<PAGE>
<TABLE>
<CAPTION>



                                  GARB-OIL & POWER CORPORATION AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS
                                  DECEMBER 31, 1998 (UNAUDITED) AND JUNE 30, 1998

                                                      ASSETS
                                                                         DECEMBER 31               June 30
                                                                            1998                    1998
                                                                        ----------               ---------
                                                                        (Unaudited)            
CURRENT ASSETS:
<S>                                                                     <C>                       <C>     
         Cash in bank                                                   $       14                $  5,954
         Accounts receivable - related party                               180,071                 195,474
         Inventory                                                          30,232                  30,232
                                                                        ----------               ---------
         TOTAL CURRENT ASSETS                                              210,317                 231,600
                                                                        ----------               ---------

PROPERTY AND EQUIPMENT
         Office equipment                                                    8,115                   8,115
         Tools and equipment                                                30,099                  30,099
         Building improvements                                               4,747                   4,747
                                                                        ----------               ---------
                  Total properties and equipment                            42,961                  42,961
         LESS: Accumulated Depreciation                                    (28,837)                (25,837)
                                                                        ----------               ---------
         NET PROPERTY AND EQUIPMENT                                         14,124                  17,124
                                                                         ----------               ---------
OTHER ASSETS:
         Deposits                                                                -                   1,000
         Patents - Net of Accumulated Amortization                           2,624                   3,090
                                                                         ----------               ---------
         TOTAL OTHER ASSETS                                                  2,624                   4,090
                                                                         ----------               ---------

         TOTAL ASSETS                                                   $  227,065                $252,874
                                                                        ==========                ========

                                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
         Accounts payable                                               $  101,998                $ 92,919
         Deferred Income                                                   150,000                 150,000
         Accrued payroll                                                   336,000                 312,000
         Accrued Interest                                                   91,350                  81,450
         Accrued Expenses                                                                            1,321
         Notes payable - related parties                                   246,907                 246,907
                                                                        ----------               ---------

         TOTAL CURRENT LIABILITIES                                      $  926,255               $ 884,597
                                                                        ----------               ---------

STOCKHOLDERS' EQUITY:
         Common stock - 20,000,000 shares authorized;
            No par value; 17,028,299 shares issued at
            December 31, 1998 and June 30, 1998                          2,744,068               2,744,068
         Accumulated deficit                                               (27,178)                (27,178)
         Deficit accumulated during
            development stage                                           (3,416,080)             (3,348,613)
                                                                        ----------               ---------

         TOTAL STOCKHOLDERS' EQUITY (deficit)                             (699,190)               (631,723) 
                                                                        ----------               ---------
         TOTAL LIABILITY AND EQUITY (deficit)                           $ (227,065)              $(252,874)
                                                                        ==========               =========
</TABLE>

                       See notes to financial statements


<PAGE>
<TABLE>
<CAPTION>



                  GARB-OIL & POWER CORPORATION AND SUBSIDIARIES
                             STATEMENT OF OPERATIONS
        FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997 (UNAUDITED)
       ND FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 AND 1997 (UNAUDITED)
           AND FOR THE PERIOD FROM INCEPTION OF THE DEVELOPMENT STAGE
            (JANUARY 14, 1981) THROUGH DECEMBER 31, 1998 (UNAUDITED)


                                                                                                                 For the Period from
                                                                               
                                                                                Inception of the  
                                                                                Development Stage 
                                       Three months            Six Months      (January 14, 1981) 
                                       ended Dec. 31,         ended Dec. 31,        Through       
                                      1998       1997        1998        1997      Dec. 31,1998
                                      ----       ----        ----        ----      ------------
<S>                                 <C>       <C>         <C>          <C>        <C>       
SALES AND OTHER REVENUES                0         0           0            0        $1,115,988

LESS COST OF SALES                                                                     533,857

         NET                            0         0           0            0           582,131
                                     ------     ------     ------       -------      ---------

GENERAL AND
ADMINISTRATIVE EXPENSES              27,942     49,152     57,566        96,750      3,414,409
                                     ------     ------     ------       -------     ----------

INCOME(LOSS)FROM
OPERATION                           (27,942)   (49,152)   (57,566)      (96,750)    (2,832,278)
OTHER INCOME (EXPENSES):

         Write-off and
         abandonment of assets                                                        (431,690)
         Gain on sale of assets                                                          5,364
         Interest income                                                               147,810

         Interest expense            (4,950)    (6,650)    (9,900)      (16,600)      (194,456)

         Minority Interest in
         losses of subsidiary                                                            5,383

         Loss on extinguishment
         of debt                                                                      (116,212)

         Total other income
         (Loss)                      (4,950)    (6,650)    (9,900)      (16,600)      (583,801)
                                     -------    -------    -------      --------      ---------

NET LOSS                            (32,892)   (55,802)   (67,466)     (113,350)   $(3,416,080)
LOSS PER SHARE                       $(.002)    $(.003)    $(.004)       $(.007)        $ (.20)
</TABLE>


                       See notes to financial statements


<PAGE>
<TABLE>
<CAPTION>



                  GARB-OIL & POWER CORPORATION AND SUBSIDIARIES
                          (DEVELOPMENT STAGE COMPANIES)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 AND 1997 (UNAUDITED)
           AND FOR THE PERIOD FROM JANUARY 14, 1981 (DATE OF INCEPTION
                 OF THE DEVELOPMENT STAGE) TO DECEMBER 31, 1998


                                                                                  For the Period from
                                                                                    Inception of the
                                                                                   Development Stage
                                                             SIX MONTHS ENDED      (January 14, 1981)
                                                                DECEMBER 31              Through
                                                          1998             1997        DEC. 31, 1998
                                                          ----             ----        -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                    <C>              <C>             <C>         
         Net Income (Loss)                             $(67,466)        $(113,350)      $(3,416,080)
         Adjustments to reconcile net cash
           provided by (used in) operating
           activities:
                  Depreciation and amortization           3,466             4,466           104,188
                  Bad debt expense                                                          266,750
                  Gain on sale of assets                                                     (5,364)
                  Loss on extinguishment of debt                                            116,212
                  Write-off and abandonment of assets                                       431,690
                  Stock issued for services & interest                                      122,251

           Changes in assets and liabilities:
                  Accrued interest receivable                                               (24,250)
                  Accounts receivable                    16,403           (14,613)         (133,941)
                  Contract receivable                                                      (242,500)
                  Income Tax refund                                                             537
                  Inventory                                                                  62,494
                  Accounts payable                        7,758            22,394           101,896
                  Advances payable                                                         (120,106)
                  Deferred income                                          74,500           128,000
                  Accrued payroll                        24,000            24,000           336,001
                  Accrued interest payable                9,900             9,900           306,109
                  Other current liabilities                                                 240,954
                  Notes payable                                           (17,000)                -

                    Net Cash used in                                                
                                                        --------         --------       -----------
                    Operating activities                 (5,939)           (9,701)
                                                        --------         --------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
         No Change                                                          7,883        (5,013,574)
                                                        --------         --------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
         No Change                                                                        6,738,673

NET INCREASE (DECREASE) IN CASH AND
         CASH EQUIVALENTS                               $(5,939)         $( 1,818)              (60)

         Net Cash at Beginning of period                  5,954             8,073                74
                                                        --------         --------       -----------

NET CASH AT END OF PERIOD                               $    14          $  6,255       $        14
                                                        ========         ========       ===========
</TABLE>

                 See Notes to Consolidated Financial Statements


<PAGE>


                  GARB-OIL & POWER CORPORATION AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 DECEMBER 31, 1998(UNAUDITED) AND JUNE 30, 1998

NOTE 1--CONDENSED FINANCIAL STATEMENTS
         The balance sheet as of DECEMBER 31, 1998,  and the related  statements
of  operations  and cash flows for the six months  ended  DECEMBER  31, 1998 and
1997,  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 DECEMBER 31, 1998,  and for the six months ended DECEMBER 31, 1998
and 1997, 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 financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto included in the Company's June 30, 1998,  annual report on Form  10-KSB.
The results of operations  for the six months ended  DECEMBER 31, 1998 and 1997,
are not necessarily  indicative of the operating  results to be expected for the
full year.


<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS   
<FISCAL-YEAR-END>                       JUN-30-1999
<PERIOD-START>                          JUL-01-1998
<PERIOD-END>                            DEC-31-1998       
<CASH>                                           14
<SECURITIES>                                      0
<RECEIVABLES>                               180,071
<ALLOWANCES>                                      0
<INVENTORY>                                  30,232
<CURRENT-ASSETS>                            210,317
<PP&E>                                       42,961
<DEPRECIATION>                              (28,837)
<TOTAL-ASSETS>                              227,065
<CURRENT-LIABILITIES>                       926,255
<BONDS>                                           0
                             0
                                       0
<COMMON>                                  2,744,068
<OTHER-SE>                               (3,443,258)
<TOTAL-LIABILITY-AND-EQUITY>                227,065
<SALES>                                           0
<TOTAL-REVENUES>                                  0
<CGS>                                             0
<TOTAL-COSTS>                                     0
<OTHER-EXPENSES>                            (57,566)
<LOSS-PROVISION>                                  0
<INTEREST-EXPENSE>                            9,900
<INCOME-PRETAX>                             (67,466)
<INCOME-TAX>                                      0
<INCOME-CONTINUING>                               0
<DISCONTINUED>                                    0
<EXTRAORDINARY>                                   0
<CHANGES>                                         0
<NET-INCOME>                                (67,466)
<EPS-PRIMARY>                                 (.002)
<EPS-DILUTED>                                 (.002)
        

</TABLE>


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