UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 31, 1997 Commission File Number 0-15992
OTC AMERICA, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1031311
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1582 South Parker Road, Suite 203 Denver, Colorado 80231
(Address of principal executive offices) (Zip code)
(303) 750-3111
(Registrant's telephone number, including area code)
Suite 400, 1780 S. Bellaire Street, Denver, CO 80222
(Former name, former address and former fiscal year, if changed since
last report.)
Indicate by check whether the registrant (1) has filed all reports required
to be filed by Section 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. Yes No X
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, $.0001 par value 48,489,294
Class Number of shares outstanding at July 31, 1998
This document is comprised of 9 pages.
FORM 10-QSB
2ND QUARTER
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements *
Condensed balance sheet as of
December 31, 1997 (Unaudited) 3
Condensed statements of operations - Three
and six months ended December 31, 1997
and 1996 (Unaudited) 4
Condensed statements of cash flows - Six
months ended December 31, 1997 and 1996
(Unaudited) 5
Notes to condensed financial statements (Unaudited) 6
Item 2. Plan of operation 7
PART II - OTHER INFORMATION 8
Item 1. Legal Proceedings
Item 2. Changes In Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters To A Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures 9
* The accompanying financial statements are not covered by an independent
Certified Public Accountant's report.
Part I. Item 1. Financial information
OTC AMERICA, INC.
<TABLE>
<CAPTION>
Condensed Balance Sheet
December 31, 1997
ASSETS
<S> <C>
TOTAL ASSETS $ -
=====================
LIABILITIES AND SHAREHOLDERS' DEFICIT
LIABILITIES
Accounts payable (Note B) $6,842
______________________
TOTAL LIABILITIES 6,842
______________________
SHAREHOLDERS' EQUITY
Common stock 4,849
Additional paid-in capital 481,946
Retained deficit (492,313)
Current loss (1,324)
____________________
TOTAL SHAREHOLDERS' DEFICIT $(6,842)
____________________
$ -
====================
</TABLE>
See accompanying notes to condensed financial statements
OTC AMERICA, INC.
<TABLE>
<CAPTION>
Condensed Statements of Operations
Three months ended Six months ended
December 31 December 31
1996 1997 1996 1997
<S> <C> <C> <C> <C>
Revenue $ - $ - $ - $ -
Costs and Expenses $1,324 $ - $1,324 $ -
Income Taxes $ - $ - $ - $ -
Net Income (Loss) $(1,324) $ - $(1,324) $ -
</TABLE>
See accompanying notes to condensed financial statements
OTC AMERICA, INC.
<TABLE>
<CAPTION>
Condensed Statements of Cash Flows
Six Months Ended
December 31,
1997 1996
<S> <C> <C>
NET CASH (USED IN)
OPERATING ACTIVITIES $ - $ -
NET CASH PROVIDED BY
INVESTING ACTIVITIES $ - $ -
NET CASH PROVIDED BY
FINANCING ACTIVITIES $ - $ -
____________ ___________
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS $ - $ -
Cash and cash equivalents,
beginning of year $ - $ -
____________ __________
CASH AND CASH EQUIVALENTS, END OF YEAR $ - $ -
============ ==========
</TABLE>
See accompanying notes to condensed financial statements
OTC AMERICA, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
December 31, 1997
Note A: Basis of presentation
The financial statements presented herein have been prepared by the Company
in accordance with the accounting policies in its annual 10-KSB report dated
June 30, 1997 and should be read in conjunction with the notes thereto.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The
results of operations for the periods presented are not necessarily
indicative of the results to be expected for the year.
Interim financial data presented herein are unaudited.
Note B: Related party transactions
During the quarter ended December 31, 1997, the sole officer and director
paid certain expenses on behalf of the Company totaling $2,500. This amount
is included in accounts payable, due to the officer.
Note C: Income taxes
The Company records its income taxes in accordance with Statement of
Financial Accounting Standard No. 109, "Accounting for Income Taxes". Income
tax benefits due to net operating losses the three months ended December 31,
1997 were $199, offset by an increase to the valuation allowance of $199,
resulting in a net deferred tax asset balance of $-0-.
Note D: Sale of Former Officers' Common Stock
On June 11, 1997, the Company's sole officer and director, L. Thomas Tarantelli
("Tarantelli"), entered into an agreement ("option contract") with Downeast
SonRise, Inc. ("Downeast"), giving Downeast the option to purchase Mr.
Tarantelli's 6,705,137 shares of the registrant's common stock. On September
26, 1997 Downeast sold the option contract to Wathne Pierce & Associates,
Inc. ("Wathne"), for $1. Once obtaining the option contract from Downeast,
Wathne sold the option contract to Mr. Randy Phillips for $100,000. On
October 31, 1997 Tarantelli appointed Phillips as a director and Chief
Executive Officer of the Company and resigned as a director and officer. On
November 11, 1997 Mr. Phillips acquired the 6,705,137 shares, representing
13.8% of the Registrants's outstanding common stock, from Mr. Tarantelli for
$50,000. As of October 31, 1997, Mr. Phillips is the sole director and
officer of the registrant.
Part I. Item 2. Plan of operation
OTC AMERICA, INC.
PLAN OF OPERATION
The plan of the Company's management, for the next twelve months, is to focus
on acquiring an operating entity. The sole officer and director has been
seeking possible merger candidates and expects to consummate a transaction in
the near future. Management anticipates utilizing additional equity financing
and short-term working capital advances in its acquisition endeavors.
RESULTS OF OPERATIONS
No operations were conducted during the most recent quarter. Since February
1989, the Company has been an inactive shell company. Any expenses incurred
since 1989 have been related to legal, accounting and stock transfer agent
fees in order to provide stock transfer services to current shareholders and
to comply with reporting as required by the Securities Exchange Act of 1934.
FINANCIAL CONDITION
As of December 31, 1997 the Company had $6,842 of current liabilities related to
accounting and stock transfer agent fees, of which $2,500 of these fees were
paid on behalf of the Company and due to the sole officer and director.
Subsequent to December 31, 1997, the current CEO has paid those obligations.
PART II - OTHER INFORMATION
Items 1 Through 5 - No response required.
Item 6 - Exhibits and reports on Form 8-K.
(a) Exhibits
27* Financial Data Schedule.
(b) Reports on Form 8-K were filed on:
November 11, 1997
SIGNATURES
The financial information furnished herein has not been audited by an
independent accountant; however, in the opinion of management, all
adjustments (only consisting of normal recurring accruals) necessary for a
fair presentation of the results of operations for the six months ended
December 31, 1997 have been included.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OTC AMERICA, INC.
(Registrant)
DATE: August 21, 1998 BY: /s/ Randy Phillips
_______________________
Randy Phillips
President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM OTC AMERICA,
INC. UNAUDITED BALANCE SHEET AS OF DECEMBER 31, 1997 AND THE RELATED STATEMENT
OF INCOME FOR THE SIX MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENT
</LEGEND>
<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> 6,842
<BONDS> 0
0
0
<COMMON> 4,849
<OTHER-SE> (11,691)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1,324
<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> (1,324)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
