SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: June 30, 1999
Commission File No.: 33-9472-D
E'PRIME AEROSPACE CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 59-2802081
(State of Incorporation) IRS Employer Identification No.
320 Indian River Avenue, Titusville, FL 32796
(Address of principal executive offices)
407-269-0900
(Registrant's telephone number, including area code)
Indicate by check mark 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 for the past 90 days. Yes__No_X_
As of June 30, 1999, the registrant has outstanding 741,953,464 shares
of common stock and 12,471,800 "B" Stock Purchase Warrants.
<PAGE> 2
E'PRIME AEROSPACE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
INDEX
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
June 30, 1999 and September 30, 1998 3
Consolidated Statement of Operations -
For The Six Months and Nine Months Ended June 30, 1999 4
Consolidated Statement of Cash Flows -
For The Six Months and Nine Months Ended June 30, 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II
Item 6. Exhibits and Reports on Form 8-K -
No exhibits are filed as a part of this Form 10-Q
No reports on Form 8-K have been filed during the quarter ended
June 30, 1999
<PAGE> 3
E'PRIME AEROSPACE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheets
June 30, September 30,
1999 1998
------------- -------------
Assets
Current assets:
Cash and cash equivalents $ 142 554
Other receivables - 5,527
Prepaid expenses 2,400 2,400
----------- ------------
Total current assets 2,542 8,481
----------- ------------
Property and equipment, at cost, net
of accumulated depreciation 243,599 234,000
Other assets:
Deposits 9,336 13,117
----------- ------------
Total assets $ 255,477 255,598
=========== ============
Liabilities and Stockholders' Deficit
Current liabilities:
Notes payable $ 1,486,728 1,486,728
Due to related parties 1,652,922 1,782,096
Accounts payable 369,131 348,974
Accrued salaries, wage and payroll taxes 2,002,816 1,932,899
Accrued consultant fees 123,866 123,866
Accrued interest payable 1,349,855 1,225,527
------------ ------------
Total liabilities 6,985,318 6,900,090
------------ ------------
Stockholders' deficit:
Common stock, no par value, 900,000,000
shares authorized; issued and outstanding
741,953,464 and 702,421,928 shares at
June 30, 1999 and September 30, 1998,
respectively 7,535,882 6,707,753
Additional paid-in capital 212,000 212,000
Deficit accumulated during the development
period (14,477,723) (13,564,245)
------------ ------------
Total stockholders' deficit (6,729,841) (6,644,492)
------------ ------------
Total liabilities and
stockholders' deficit $ 255,477 255,598
============ ============
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E'PRIME AEROSPACE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations
Three Nine
months ended months ended
June 30, June 30,
1999 1999
------------- -------------
Revenue:
Service revenue $ - -
----------- -----------
Total revenue - -
----------- -----------
Expenses:
General and administrative 249,473 913,478
----------- -----------
Total expenses 249,473 913,478
----------- -----------
Net loss $ (249,473) (913,478)
=========== ===========
Basic EPS:
Net loss per common share $ (0.0003) (0.0012)
=========== ===========
<PAGE> 5
E'PRIME AEROSPACE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
Three Nine
months ended months ended
June 30, June 30,
1999 1999
------------- -------------
Cash flows from operating activities:
Net loss $ (249,473) (913,478)
Adjustments to reconcile net loss to cash
provided by (used in) operating activities:
Depreciation 337 1,011
Shares issued for services rendered 15,420 36,325
Cash provided by (used for) changes in:
Other receivables 5,527
Deposits 3,781
Due to related parties 133,014 617,986
Accounts payable (29,873) 20,157
Accrued salaries, wages and payroll taxes 43,748 69,917
Accrued interest payable 41,371 124,328
------------- -------------
Net cash provided by (used in)
operating activities (45,456) (34,446)
Cash flows from investing activities:
Equipment acquisitions - (10,610)
Cash flows from financing activities:
Shares issued for repayment of debt 44,644 44,644
------------- -------------
Net increase (decrease) in cash (812) (412)
Cash at beginning of period 954 554
------------- -------------
Cash at end of period $ 142 142
============= =============
<PAGE> 6
Notes to Consolidated Financial Statements
The Notes to Consolidated Financial Statements are essentially the same as
those stated in the Company's 10-K for the year ended September 30, 1998.
<PAGE> 7
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and capital resources
Over the past several years, the Company has expended substantial funds in the
development of its business. Sources of capital during this time have included
stock sales, advances from shareholders and short term funding.As of June 30,
1999, the Company has a working capital deficit of $6,982,776.
In order to complete its development and reach full operational capability
and, in order to satisfy existing liabilities, the Company will need to obtain
substantial additional capital. Management is currently engaged in
negotiations to secure the necessary funds to complete implementation of its
launch technology, repay existing liabilities and fund facility construction.
Results of Operations
Since its inception, the Company has been in the development stage.
Accordingly, the Company has not generated any revenues from operations and
has not projected significant revenues until its development stage is
completed and financing can be obtained for its operations. Through the year
ended September 30, 1998, the Company has incurred an accumulated deficit of
$13,564,245.
<PAGE> 8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, E'Prime Aerospace Corporation has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized:
E' PRIME AEROSPACE CORPORATION
s/B. G. Davis
By: B. G. Davis, President Date: July 27, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Company and
in the capacities and on the dates indicated:
s/B. G. Davis
B. G. Davis, Director Date: July 27, 1999
s/Betty S. Davis
Betty S. Davis, Director Date: July 27, 1999
