FORM 10-QSB/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended March 31, 1996
AND
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 33-12029-D
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Desert Springs Acquisition Corp.
formerly Bartel Financial Group, Inc.
(Exact name of Registrant as specified in its charter)
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Colorado 84-1043258
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
5160 South Valley View, Suite 106, Las Vegas NV 89118
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 739-6552
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Yes [X] No [ ] (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 requirements for the past 90 days.)
As of March 31, 1996, the number of shares outstanding of the Registrant's
Common Stock was 1,942,500.
<PAGE>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Attached hereto and incorporated herein by this reference are consolidated
unaudited financial statements for the Quarter ended March 31, 1996
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
The Issuer (and its wholly-owned subsidiary) has no current business, and
has had no operations in the last fiscal year.
Results of Operations
The Issuer (and its wholly-owned subsidiary) has no current business, and
has had no operations in the last fiscal year. The Issuer (and its wholly-owned
subsidiary) has no capital resource and no liquidity.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Change in Securities
Please See Item 5
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to Vote of Security Holders
Please See Item 5
Item 5. Other Information
(a) On July 11, 1995, pursuant to authority granted by shareholders at the
Special Shareholders Meeting of October 28, 1994, the Board of Directors
resolved as follows: (1) The Officers were empowered and directed to grant to
Glenneyre Capital Corporation an option to acquire 200,000,000 shares of new
investment common stock at $0.0001/share or $20,000.00, and further that the
proceeds thereof shall be placed into an Attorney Escrow to be drawn upon for
expenses of the reorganization of the Issuer. The General Counsel of this Issuer
shall be the Attorney Escrow for this purpose. (2) The Officers were empowered
and directed to effectuate a 200 for 1 reverse split of the Company's Common
Stock; provided that no shareholder shall be reduced to less than 10 shares as a
result thereof. (3) The Officers were empowered and directed to change the name
of the Corporation to
2
<PAGE>
Desert Springs Acquisition Corp. (4) The Officers were empowered and directed to
retain and appoint WILLIAM STOCKER, Esq. as General Counsel and HJS Financial
Services, Inc. as Investment Banking consultants for the Corporation (Mr.
Stocker having disclosed that he also serves as General Counsel to HJS). (5) The
Officers were empowered and directed to withdraw the Form 10-SB filed about
October 1994, for the reason that the merger therein contemplated did not take
place and that the information contained therein is not current.
Following the 200 to 1 reverse split, and as a result thereof, when
effectuated, the previous 138,100,000 shares issued and outstanding were reduced
to 690,500 shares. These figures do not include the 200,000,000 (pre-reverse)new
investment shares to be issued to Gleneyre Capitial Corporation. Those shares if
and when issued would result in a change of control of the issuer. It is not
clear at the time of this report that those shares will be issued, such that no
change of control has occured or is presently contemplated to occur, if at all,
or at any particular time.
(b) On September 18, and September 28, 1995, respectively, the Issuer
entered into certain Financial Service Agreements (the Issuer filed a Quarterly
Report on Form 10-Q dated September 30, 1995, reporting the events mentioned in
Item 5 of this Quarterly Report. Attention is directed to the Exhibits furnished
with that Current Report, all of which are incorporated herein by this reference
as though fully set forth herein. as Exhibits 28.1 and 28.2 to the Quarterly
Report for the Quarter ended September 30, 1995). On October 7, the Issuer
entered into a further Financial Service Agreements, attached as Exhibits 28.3
hereto. These agreements remain executory, and when effectuated will result in
Registration of Securities on Form S-8, pursuant to the Securities Act of 1933.
It is possible that, but not yet clear whether, these transactions will result
in a change of control of the issuer.
Item 6. Exhibits and Reports on Form 8-K
The Issuer filed a Current Report on Form 8-K dated September 1, 1995,
reporting the events mentioned in Item 5 of this Quarterly Report. Attention is
directed to the Exhibits furnished with that Current Report, all of which are
incorporated herein by this reference as though fully set forth herein.
Exhibit Index
Financial Statements and Documents
Furnished as a part of this Registration Statement
Exhibit F Financial Statements (Un-Audited) March 31, 1996
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended March 31, 1996, has been signed below by
the following person on behalf of the Registrant and in the capacity and on the
date indicated.
March 31, 1996
Desert Springs Acquisition Corp.
A COLORADO CORPORATION
by
/S/ /S/
- ------------------------- -------------------------
James L. Bartel Mitchell Milgaten
PRESIDENT/DIRECTOR SECRETARY/TREASURER
4
<PAGE>
Exhibit F
UN-AUDITED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED
MARCH 31, 1996
5
<PAGE>
<TABLE>
<CAPTION>
DESERT SPRINGS CORP.
BALANCE SHEETS (UNAUDITED)
for the fiscal years ended June 30, 1995 and 1994
and for the Nine Months ended March 31, 1996
March 31, June 30
------------------------------
1996 1995 1994
------------------ ------------- --------------
ASSETS
<S> <C> <C> <C>
CURRENT ASSETS
Total Current Assets $ -0- $ -0- $ -0-
TOTAL ASSETS $ -0- $ -0- $ -0-
================== ============= ==============
<CAPTION>
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
<S> <C> <C> <C> <C>
Accounts Payable $ 6,693 $ 104 $ -0-
------------------ ------------- --------------
Total Liabilities 6,693 104 -0-
------------------ ------------- --------------
STOCKHOLDERS' EQUITY
Common Stock, $.0001 par value; authorized 500,000,000
shares; issued and outstanding, 1,942,500 shares
and 690,500 shares respectively 19,425 6,905 6,905
Additional Paid In Capital 392,810 400,810 399,600
Accumulated Surplus (Deficit) -418928 -407819 -406505
------------------ ------------- --------------
Total Stockholders' Equity (6,693) (104) -0-
------------------ ------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -0- $ -0- $ -0-
================== ============= ==============
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
DESERT SPRINGS ACQUISITION CORP.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
for the fiscal years ended June 30, 1995 and 1994
and for the Nine Months ended March 31, 1996
March 31, June 30
--------------------------------------------
1996 1995 1994
-------------------- -------------------- --------------------
<S> <C> <C> <C>
Revenues $ -0- $ -0- $ -0-
Expenses; General & Administrative 6693 1314 624
-------------------- -------------------- --------------------
Net Loss from Operations -6693 -1314 -624
Net Income (Loss) $ -0- $ -0- $ -0-
==================== ==================== ====================
Loss per Share $ 0 $ 0 $ 0
==================== ==================== ====================
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
DESERT SPRINGS ACQUISITION CORP.
STATEMENTS OF CASH FLOW (UNAUDITED)
for the fiscal years ended June 30, 1995 and 1994
and for the Nine Months ended March 31, 1996
March 31, June 30
------------------------------------------
1996 1995 1994
----------------- ------------------ --------------------
Operating Activities
<S> <C> <C> <C>
Net Income (Loss) $ -6693 $ -1314 $ -624
Increase in Accounts Payable -0- 104 -0-
----------------- ------------------ --------------------
Net Cash from Operations -6693 -1210 -624
Investing Activities -0- -0- -0-
Financing Activities -0- -0- -0-
Contributions by Shareholders 6693 1210 624
Net Cash Provided (Used)
by Financing Activities -0- 1210 624
Increase (Decrease) in Cash $ -0- $ -0- $ -0-
================= ================== =====================
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
DESERT SPRINGS ACQUISITION CORP.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
for the period from inception of the Development Stage on July 1, 1991,
for the fiscal years ended June 30, 1992 through 1995
and for the period ended March 31, 1996
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
-------------- ---------------- ------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Balance on June 30, 1991 690,500 $ 6,905 $ 397,728 $ (404,633) $ -0-
Contributions from Shareholders 624
Net Loss during the fiscal year
ended June 30, 1992 -624
Contributions from Shareholders 624
Net Loss during the fiscal year
ended June 30, 1993 -624
-------------- ------------ ----------- ---------- --------
Balance at June 30, 1993 690,500 6,905 398,976 -405881 -0-
Contributions from Shareholders 624
Net Loss during the fiscal year
ended June 30, 1994 -624
-------------- ------------ ----------- ---------- --------
Balance at June 30, 1994 690,500 6,905 399,600 -406505 -0-
Contributions from Shareholders 1,210
Net Loss during the fiscal year
ended June 30, 1995 -1314
-------------- ------------ ----------- ---------- --------
Balance at June 30, 1995 690,500 6,905 400,810 -407819 -104
Shares Issued for Services Rendered 1,252,000 12,520
-------------- ------------ ----------- ---------- --------
Balance at March 31, 1996 1,942,500 19,425 392,810 -407819 4416
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Desert Springs Acquisition Corp.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> MAR-31-1994
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 6,693
<BONDS> 0
0
0
<COMMON> 19,425
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,693
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
