FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED)
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File Number: 33-12029-D
- --------------------------------------------------------------------------------
Desert Springs Acquisition Corp
(Exact name of Registrant as specified in its charter)
formerly
Bartel Financial Group, Inc.
- --------------------------------------------------------------------------------
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.)
Not[X] (Indicate by check mark whether if disclosure of delinquent filers
(ss.229.405) is not and will not to the best of Registrant's knowledge be
contained herein, in definitive proxy or information statements incorporated
herein by reference or any amendment hereto.)
As of June 30, 1996, the aggregate number of shares held by non-affiliates was
approximately 308,000 shares. Due to the limited market for the Company
securities, no estimate is being supplied herewith of the market value for such
securities.
As of June 30, 1996, the number of shares outstanding of the Registrant's Common
Stock was 1,942,500.
Exhibit Index is found on page 12
Desert Springs Acquisition Corp. June 30, 1996 Form 10-KSB Page 1
<PAGE>
- --------------------------------------------------------------------------------
PART I
- --------------------------------------------------------------------------------
Desert Springs Acquisition Corp. June 30, 1996 Form 10-KSB Page 2
<PAGE>
- --------------------------------------------------------------------------------
Item 1. Business.
- --------------------------------------------------------------------------------
(a) Historical Information.
Bartel Financial Group, Inc.(the "Issuer", the "Company" and sometimes the
"Registrant") is a Colorado corporation organized October 3, 1986, as successor
to WTS III Capital Corporation ("WTS"). WTS was organized as "Blank Check"
company and conducted a public offering of its securities pursuant to a
Registration Statement on Form S-18 filed with the Denver Regional Office of the
Securities and Exchange Commission ("SEC") which was effective on August 11,
1987. The offering closed after receipt of the maximum proceeds of $300,000. On
October 7, 1987, WTS acquired 100% of Bartel Financial Group, Inc. ("BFG Utah"),
a Utah Corporation in transaction commonly characterized as a "reverse
acquisition".
(1) 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:
(i) 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. Since that time, that Option has expired unexercised, and has
not been renewed. As a result, that option is of no further force or
effect.
(ii) 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. Following the 200 to 1 reverse split, and as a result
thereof, the existing 138,100,000 shares issued and outstanding were
reduced to 690,500 shares.
(iii) The Officers were empowered and directed to change the name of
the Corporation to Desert Springs Acquisition Corp.
(iv) 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).
(v) 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.
(2) On September 18, September 28, 1995, and October 7, respectively, the
Issuer entered into certain Financial Service Agreements. Attention is
directed to the Exhibits furnished with Quarterly Report on Form 10-Q dated
September 30, 1995, December 31, 1995 and March 31, 1996, all of which are
incorporated herein by this reference as though fully set forth herein, and
are attached as Exhibits 28.1, 28.2 and 28.3 hereto. These agreements were
the subjects, respectively, of three successive filings resulting in the
Registration of 1,252,000 shares of common stock on Form S-8, pursuant to
the Securities Act of 1933. No change of control of the issuer resulted
from the registration or disposition of the Securities registered on Form
S-8.
Desert Springs Acquisition Corp. June 30, 1996 Form 10-KSB Page 3
<PAGE>
(3) As a result of the foregoing transactions, as of the date of this
Annual Report, the Issuer had a single class of securities, namely common
equity voting stock, 500,000,000 shares (of par value $0.0001) authorized;
of which 1,942,500 shares were issued and outstanding.
(b) The Business of Registrant and its Subsidiary.
The Issuer (and its wholly-owned subsidiary) has no current business, and
has had no operations since 1989.
(c) Employees and Facilities.
The Company has no employees or facilities, and enjoys the non-exclusive
office services of its President and Majority Shareholder.
- --------------------------------------------------------------------------------
Item 2. Facilities.
- --------------------------------------------------------------------------------
The Company has no employees or facilities, and enjoys the non-exclusive
office services of its President and Majority Shareholder.
- --------------------------------------------------------------------------------
Item 3. Legal Proceedings.
- --------------------------------------------------------------------------------
There are no legal proceedings pending against the Company, as of the
preparation of this Report.
- --------------------------------------------------------------------------------
Item 4. Submission of Matters to a Vote of Security Holders.
- --------------------------------------------------------------------------------
None
Desert Springs Acquisition Corp. June 30, 1996 Form 10-KSB Page 4
<PAGE>
- --------------------------------------------------------------------------------
PART II
- --------------------------------------------------------------------------------
Desert Springs Acquisition Corp. June 30, 1996 Form 10-KSB Page 5
<PAGE>
- --------------------------------------------------------------------------------
Item 5. Market for Common Equity and Stockholder Matters.
- --------------------------------------------------------------------------------
(a) Market Information.
The Registrant Company has one class of securities, Common Voting Equity
Shares ("Common Stock"). Each of the Company's Securities may be quoted in the
over-the-counter market, but there is a young, sporadic and potentially volatile
trading market for them. Quotations for, and transactions in the Securities, and
transactions are capable of rapid fluctuations, resulting from the influence of
supply and demand on relatively thin volume. There may be buyers at a time when
there are no sellers, and sellers when there are no buyers, resulting in
significant variations of bid and ask quotations by market-making dealers,
attempting to adjust changes in demand and supply. A young market is also
particularly vulnerable to "short selling", sell orders by persons owning no
shares of stock, but intending to drive down the market price so as to purchase
the shares to be delivered at a price below the price at which the shares were
sold "short".
Of the Company's issued and outstanding 1,942,500 shares of Common Stock as
of June 30, 1996, all shares, subject to an exception for the 1,634,500 shares
owned by affiliates of the Issuer, may be presently sold in compliance with Rule
144. Rule 144 provides among other things and subject to certain limitations
that a person holding Restricted Securities for a period of three years may sell
those securities, free of restriction in brokerage transactions. Further, shares
issued pursuant to 1933 Act Registration, again subject to exceptions for
affiliate ownership, are not Restricted Securities, and are freely tradeable in
brokerage transaction. Affiliates are permitted by Rule 144 to sell affiliate
owned securities (Restricted Securities held for more than two years, and
Registered Affiliate Control Securities) in limited amounts. Possible or actual
sales of the Company's Common Stock under Rule 144 or otherwise may have a
depressive effect upon the price of the Company's Common Stock.
(b) Holders.
Management calculates that the approximate number of holders of the
Company's Common Stock, as of June 30, 1996 was 484.
(c) Dividends.
No cash dividends have been paid by the Company on its Common Stock and no
such payment is anticipated in the foreseeable future.
Desert Springs Acquisition Corp. June 30, 1996 Form 10-KSB Page 6
<PAGE>
- --------------------------------------------------------------------------------
Item 6. Selected Financial Data.
- --------------------------------------------------------------------------------
The following information is provided as of the Date of this Report:
================================================================================
1996 1995 1993 1991-1996
================================================================================
Total Assets 0 0 0 0
- --------------------------------------------------------------------------------
Revenues 0 0 0 0
- --------------------------------------------------------------------------------
Operating Expenses 25,034 1,314 624 28,220
- --------------------------------------------------------------------------------
Net Earnings or (Loss) (25,034) (1,314) (624) (432,853)
- --------------------------------------------------------------------------------
Per Share Earnings
or (Loss) (0.02) (0.00) (0.00) (.049)
- --------------------------------------------------------------------------------
Average Common Shares
Outstanding 1,942,500 690,500 690,500 887,000
================================================================================
- --------------------------------------------------------------------------------
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations .
- --------------------------------------------------------------------------------
(a) Results of Operations.
The Issuer (and its wholly-owned subsidiary) has no current business, and
has had no operations in the last fiscal year.
(b) Liquidity and Capital Resources.
The Issuer (and its wholly-owned subsidiary) has no capital resource and no
liquidity. (Reference is made to Auditors Report of June 30, 1996, 1995 and
1994, filed herewith.
- --------------------------------------------------------------------------------
Item 8. Financial Statements and Supplementary Data.
- --------------------------------------------------------------------------------
Reference is made to Auditors Report of June 30, 1996, 1995 and 1994, filed
herewith. Those financial statements, attached thereto are incorporated herein
by this reference as though fully set forth herein.
- --------------------------------------------------------------------------------
Item 9. Change of Registrant's Auditor.
- --------------------------------------------------------------------------------
Todd D. Chisholm, CPA remains the Company's Auditor, having prepared the
previous annual audit of June 30, 1995. The Company's previous Audit was
conducted by Gandre & Armstrong P.C and dated September 25, 1989. There has been
no disagreement or dispute of any kind or sort with any auditor as to any
matter.
Desert Springs Acquisition Corp. June 30, 1996 Form 10-KSB Page 7
<PAGE>
- --------------------------------------------------------------------------------
PART III
- --------------------------------------------------------------------------------
Desert Springs Acquisition Corp. June 30, 1996 Form 10-KSB Page 8
<PAGE>
- --------------------------------------------------------------------------------
Item 10. Directors and Executive Officers.
- --------------------------------------------------------------------------------
The Directors and Executive Officers of the Company are set forth below.
All Officers and Directors shall serve until the next meeting of shareholders or
until their successors be elected or appointed.
JAMES L. BARTEL President/Director
MITCHELL MILGATEN Secretary/Director
James Bartel also serves as a Director of American Premier Financial
Corporation. No Director has resigned or declined to stand for re-election at
any time during the last year because of any disagreement on any matter of any
sort involving any aspect of Registrant's operations, policies or practices.
- --------------------------------------------------------------------------------
Item 11. Executive Compensation.
- --------------------------------------------------------------------------------
None of the Company's Officers or Directors presently receive any
compensation.
- --------------------------------------------------------------------------------
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- --------------------------------------------------------------------------------
COMMON STOCK
To the best of Registrant's knowledge and belief the following disclosure
presents, as of the date of this report, June 30, 1996, the total beneficial
security ownership of all Directors and Nominees, naming them, and by all
Officers and Directors as a group, without naming them, of Registrant, known to
or discoverable by Registrant, and the total security ownership of all persons,
entities and groups, known to or discoverable by Registrant, to be the
beneficial owner or owners of more than five percent of any voting class of
Registrant's stock. More than one person, entity or group could be beneficially
interested in the same securities, so that the total of all percentages may
accordingly exceed one hundred percent. Registrant has only one class of stock,
namely Common Voting Equity Shares.
PLEASE SEE TABLE ON FOLLOWING PAGE
Desert Springs Acquisition Corp. June 30, 1996 Form 10-KSB Page 9
<PAGE>
SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS AND 5% OWNERS
================================================================================
Name and Address of Beneficial Owner Amount and Nature Percent
of Ownership of Class
- --------------------------------------------------------------------------------
JAMES L. BARTEL President/Director (1) 782,500 40.28
5160 South Valley View, Suite 106
Las Vegas NV 89118
================================================================================
All Officers and Directors as a Group 782,500 40.28
================================================================================
Traders Exchange 395,000 20.33
P.O. Box 65724 / 2225 S. 500 East St
Salt Lake City UT 84111
- --------------------------------------------------------------------------------
Polyandrous Trading Group 452,000 23.27
3131 Southwest Freeway #46
Houston TX 77098
- --------------------------------------------------------------------------------
American Premier Financial Corp.(1) 12,500 0.64
5160 South Valley View, Suite 106
Las Vegas NV 89118
================================================================================
Total Shares Issued and Outstanding 1,942,500 100.00
================================================================================
(1) These shares represent the separate holdings as indicated. James Bartel is
the President of American, but is not American's majority or controlling
shareholder. American is a publicly held corporation.
- --------------------------------------------------------------------------------
Item 13. Certain Relationships and Related Transactions.
- --------------------------------------------------------------------------------
James Bartel is the President of American, but is not American's majority
or controlling shareholder. American is a publicly held corporation.
Desert Springs Acquisition Corp. June 30, 1996 Form 10-KSB Page 10
<PAGE>
- --------------------------------------------------------------------------------
PART IV
- --------------------------------------------------------------------------------
Desert Springs Acquisition Corp. June 30, 1996 Form 10-KSB Page 11
<PAGE>
- --------------------------------------------------------------------------------
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
- --------------------------------------------------------------------------------
(a) Financial Statements. Reference is made to Auditors Report of June 30,
1996, 1995 and 1994, filed with herewith. Those
financial statements, attached thereto are
incorporated herein by this reference as though
fully set forth herein.
(b) Form 8-K Reports. No Reports on Form 8-K were filed during the last
quarter covered by this Annual Report.
(c) Exhibits. Please see Exhibit Index, following.
Exhibit Index
Financial Statements and Documents
Furnished as a part of this Registration Statement
Desert Springs Acquisition Corp. June 30, 1996 Form 10-KSB Page 12
<PAGE>
---------------
Supplementary Information to be Furnished With
Reports Filed Pursuant to Section 15(d) of the Act by
Registrants which Have Not Registered Securities
Pursuant to Section 12 of the Act.
No annual report or proxy material has been sent to security holders.
---------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the individual capacities and on the date indicated.
June 30, 1996.
Desert Springs Acquisition Corp
A COLORADO CORPORATION
by
- ------------------------------- -------------------------------
James L. Bartel Mitchell Milgaten
PRESIDENT/DIRECTOR SECRETARY/TREASURER
Desert Springs Acquisition Corp. June 30, 1996 Form 10-KSB Page 13
<PAGE>
Desert Springs Acquisition Corporation
(A Development Stage Company)
(formerly Bartel Financial Group, Inc.)
Financial Statements
June 30, 1996 and 1995
<PAGE>
C O N T E N T S
Accountants' Report ............................................... 3
Balance Sheets .................................................... 4
Statements of Operations .......................................... 5
Statements of Stockholders' Equity................................. 6
Statements of Cash Flows .......................................... 7
Notes to the Financial Statements ................................. 8
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Desert Springs Acquisition Corporation
We have audited the accompanying balance sheets of Desert Springs Acquisition
Corporation (formerly Bartel Financial Group, Inc.) (a development stage
company) as of June 30, 1996 and 1995 and the related statements of operations,
stockholders' equity and cash flows for the years ended June 30, 1996, 1995 and
1994 and from inception of the development stage on July 1, 1991 through June
30, 1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. The financial statement for the period October
3, 1986 (inception) through June 30, 1989 were audited by other accountants, who
gave an unqualified opinion on their report dated September 25, 1989.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Desert Springs Acquisition
Corporation (a development stage company) as of June 30, 1996 and 1995 and the
results of its operations and cash flows for the years ended June 30, 1996, 1995
and 1994 and from inception of the development stage on July 1, 1991 through
June 30, 1996 in conformity with generally accepted accounting principles.
Salt Lake City, Utah
November 25, 1996
<PAGE>
Desert Springs Acquisition Corporation
(formerly Bartel Financial Group, Inc.)
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
ASSETS
------
June 30
----------------------
1996 1995
--------- ---------
<S> <C> <C>
ASSETS $ -- $ --
--------- ---------
TOTAL Assets $ -- $ --
========= =========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $ 5,925 $ 104
Accounts payable - related party (Note 6) 6,693 --
--------- ---------
Total Liabilities 12,618 104
--------- ---------
STOCKHOLDERS' EQUITY
Common stock, $.0001 par value;
500,000,000 shares authorized;
1,942,500 and 690,500 shares
issued and outstanding respectively 194 69
Additional paid-in capital 420,041 407,646
Retained Deficit (432,853) (407,819)
--------- ---------
Total Stockholders' Equity (12,618) (104)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -- $ --
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
-4-
<PAGE>
Desert Springs Acquisition Corporation
(formerly Bartel Financial Group, Inc.)
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
From
For the Years Ended Inception of the
June 30 Development Stage
-------------------------------------------------------- on July 1, 1991
June 30, Through
1996 1995 1994 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES $ -- $ -- $ -- $ --
----------- ----------- ----------- -----------
EXPENSES
GENERAL & ADMINISTRATIVE 25,034 1,314 624 28,220
----------- ----------- ----------- -----------
NET LOSS FROM OPERATIONS (25,034) (1,314) (624) (28,220)
NET LOSS FROM
DISCONTINUED OPERATIONS -- -- -- (404,633)
----------- ----------- ----------- -----------
NET LOSS $ (25,034) $ (1,314) $ (624) $ (432,853)
=========== =========== =========== ===========
LOSS PER SHARE $ (0.02) $ (0.00) $ (0.00) $ (0.49)
=========== =========== =========== ===========
WEIGHTED AVERAGE
SHARES OUTSTANDING 1,673,000 690,500 690,500 887,000
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
-5-
<PAGE>
Desert Springs Acquisition Corporation
(formerly Bartel Financial Group, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity
From Inception, of the Development Stage On July 1,1991
through June 30, 1996
<TABLE>
<CAPTION>
Common Stock Additional
--------------------------- Paid-in Accumulated
Shares Amount Capital Deficit
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Balance on June 30, 1991 690,500 $ 69 $ 404,564 $(404,633)
Contributions from
shareholders -- -- 624 --
Net loss for the year
ended June 30, 1992 -- -- -- (624)
Contributions from
shareholders -- -- 624 --
Net loss for the year
ended June 30, 1993 -- -- -- (624)
--------- --------- --------- ---------
Balance on June 30, 1993 690,500 69 405,812 (405,881)
Contributions from
shareholders -- -- 624 --
Net loss for the year
ended June 30, 1994 -- -- -- (624)
--------- --------- --------- ---------
Balance on June 30, 1994 690,500 69 406,436 (406,505)
Contributions from
shareholders -- -- 1,210 --
Net loss for the year
ended June 30,1995 -- -- -- (1,314)
--------- --------- --------- ---------
Balance on June 30, 1995 690,500 69 407,646 (407,819)
Stock issued for services (Note 3) 1,252,000 125 12,395 --
Net loss for the year ended
June 30, 1996 -- -- -- (25,034)
--------- --------- --------- ---------
Balance on June 30, 1996 1,942,500 $ 194 $ 420,041 $(432,853)
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
-6-
<PAGE>
Desert Springs Acquisition Corporation
(formerly Bartel Financial Group, Inc.)
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From
Inception of the
development stage
on July 1, 1991
For the Years Ended Through
June 30 June 30, 1996
------------------------------------------- ------------------
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C> <C>
Cash Flows From Operating Activities
Net lncome/ (loss) $ (25,034) $ (1,314) $ (624) $ (28,220)
Less non-cash items:
Stock issued for services 12,520 - - 12,520
Increase in accounts payable 12,514 104 - 12,618
------------ ------------ ------------- ----------------
Net Cash Provided (Used) by
Operating Activities - (1,210) (624) (3,082)
------------ ------------ ------------- ----------------
Cash Flows from Investing Activities
Net Cash Provided (Used) by
Investing Activities - - - -
------------ ------------ ------------ ----------------
Cash Flows from Financing Activities
Contributions by Shareholders - 1,210 624 3,082
------------ ------------ ------------- ----------------
Net Cash Provided (Used) by
Financing Activities - 1,210 624 3,082
------------ ------------ ------------ ----------------
Net Change in Cash - - - -
------------ ------------ ------------- ----------------
Cash and Cash Equivalents at
Beginning of Period - - - -
------------ ------------ ------------ ----------------
Cash and Cash Equivalents at
End of Period $ - $ - $ - $ -
============ ============ ============= ================
Supplemental Cashflow Information:
Cash Paid For:
Interest $ - $ - $ - $ -
============ ============ ============= ================
Income Taxes $ - $ - $ - $ -
============ ============ ============= ================
</TABLE>
The accompanying notes are an integral part of these financial statements
-7-
<PAGE>
Desert Springs Acquisition Corporation
(formerly Bartel Financial Group, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1996 and 1995
NOTE 1 - Summary Of Significant Accounting Policies
a. Organization
Desert Springs Acquisition Corporation (the Company), is a
Colorado Corporation organized October 3, 1986, as successor to WTS
III Capital Corporation (WTS). WTS was organized as a "Blank Check"
company and conducted a public offering of its securities pursuant
to a Registration statement on Form S-18 filed with the Denver
Regional Office of the Securities and Exchange Commission which was
effective on August 11, 1987. The offering closed after receipt of
the maximum proceeds of $300,000.
On October 7, 1987 WTS acquired 100% of Bartel Financial
Group, Inc. (BFG, Utah), a Utah corporation in a reverse
acquisition.
The Company and its wholly-owned subsidiary BFG (Utah), had
no employees and conducted business solely through BFG Publishers,
Inc., a Utah corporation, which is the wholly-owned subsidiary of
BFG (Utah). Through BFG Publishers, Inc., the Company was engaged
in publishing and distributing investment advisory newsletters to
approximately 15,000 subscribers. During the fiscal year June 30,
1991 the subsidiary companies discontinued their operations and
eventually were dissolved by the State of Utah. The Company,
therefore began the development stage on July 1, 1991. On July 11,
1995, the Board of Directors changed the name of the Company to
Desert Springs Acquisition Corporation and is currently seeking a
business opportunity or merger candidate.
b. Fiscal Year End
The Company has elected a fiscal year closing of June 30.
c. Recognition of Revenue
The Company recognizes income and expense on the accrual
basis of accounting.
d. Earnings (Loss) Per Share
The computation of earnings per share of common stock is
-8-
<PAGE>
Desert Springs Acquisition Corporation
(formerly Bartel Financial Group, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1996 and 1995
NOTE 1 - Summary of Significant Accounting Policies (Continued)
based on the weighted average number of shares outstanding at
the date of the financial statements.
e. Provision for Income Taxes
No provision for income taxes have been recorded due to net
operating loss carryforwards totaling approximately $1,075,000 that
will be offset against future taxable income. These NOL
carryforwards begin to expire in the year 1999. No tax benefit has
been reported in the financial statements because the Company
believes there is a 50% or greater chance the carryforward will
expire unused. Accordingly, Per FASB 109 the potential tax benefits
of the loss carryforward are offset by the valuation of the same
amount.
f. Cash and Cash Equivalents
The company considers all highly liquid investments with
maturities of three months or less to be cash equivalents.
NOTE 2 - Going Concern
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The
Company has no assets and has had recurring operating losses for
the past several years and is dependent upon financing to continue
operations. Management's plan is to find a viable business to merge
with in order to provide working capital as needed. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
NOTE 3 - Stockholders' Equity
Beginning in 1992, the stock transfer fees have been paid
by shareholders. The shareholders do not expect repayment, and
thereby, they have contributed the amounts to the Company.
On July 11, 1995, the Board authorized a reverse stock
split of 1 for 200. These financial statements have been
retroactively restated to reflect the split.
On September 18, 1995, the Company entered a financial
service agreement with Traders Exchange, Inc., James Bartel and
Polyandros Trading Group, Inc. whereby these consultants will
-9-
<PAGE>
Desert Springs Acquisition Corporation
(formerly Bartel Financial Group, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1996 and 1995
NOTE 3 - Stockholders' Equity (Continued)
provide various services for stock at a rate of $.01 per share.
1,252,000 shares were issued during this year valued at $12,520.
NOTE 4 - Stock Options
On July 11, 1995, the Board of Directors granted an option
to acquire 200,000,000 shares of common stock at $.0001 or $20,000
to Glewneyre Capital Corporation. As of June 30, 1996,
no options had been exercised.
NOTE 5 - Development Stage Company
The Company is a development stage company as defined in
Financial Accounting Standards Board Statement No. 7. It is
concentrating substantially all of its efforts in raising capital
and searching for a business operation with which to merge or
assets to acquire, in order to generate significant operations.
NOTE 6 - Related Party Transactions
James Bartel, an officer of the Company, has paid for
various expenses of the Company in the amount of $6,693. A payable
currently exists to Mr. Bartel in the same amount.
As described in Note 3, James Bartel, an officer and major
shareholder has entered into a financial service agreement with the
Company. During the year, Mr. Bartel received 400,000 shares for
the services provided under this agreement.
-10-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Jun-30-1996
<PERIOD-START> Jul-01-1995
<PERIOD-END> Jun-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 12,618
<BONDS> 0
0
0
<COMMON> 420,235
<OTHER-SE> (432,953)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 25,034
<LOSS-PROVISION> (25,034)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (25,034)
<INCOME-TAX> 0
<INCOME-CONTINUING> (25,034)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (25,034)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
