FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1999
Commission file number: 33-15096-D
MILESTONE CAPITAL, INC.
-----------------------
(Name of Small Business Issuer in its charter)
Colorado 84-1111224
-------- \ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26 West Dry Creek Circle, Suite 600
Littleton, Colorado 80120
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(Address of principal executive offices)
(Zip Code)
(303) 794-9450
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(Issuer's telephone number, including area code)
Indicate by check mark whether the Issuer (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 periods 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
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, No Par Value, 7,879,139 shares as of June 30, 1999.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MILESTONE CAPITAL, INC.
UNAUDITED CONDENSED BALANCE SHEET
JUNE 30, 1999
ASSETS
------
Current Assets:
Cash and cash equivalents $ 3,408
---------
Total Assets $ 3,408
=========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
Current Liabilities:
Accounts payable:
Trade $ 50
Stockholder 3,084
Notes payable - stockholders 10,000
Accrued interest - stockholders 10
---------
Total Current Liabilities 13,144
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Stockholders' Equity (Deficit):
Common stock: no par value, 20,000,000
shares authorized, 7,879,139 issued 507,603
Accumulated deficit (517,139)
---------
(9,536)
Less treasury stock, at cost (680 shares) (200)
---------
Total Stockholders' Equity (Deficit) (9,736)
---------
Total Liabilities and Stockholders' Equity (Deficit) $ 3,408
=========
See notes to unaudited condensed
financial statements.
-1-
<PAGE>
<TABLE>
<CAPTION>
MILESTONE CAPITAL, INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- --------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $ -- $ -- $ -- $ --
Operating expenses 10,767 281 20,470 1,204
----------- ----------- ----------- -----------
Loss From Operations (10,767) (281) (20,470) (1,204)
----------- ----------- ----------- -----------
Other Income (Expense):
Interest expense - stockholders (10) -- (10) --
----------- ----------- ----------- -----------
Total Other Income (Expense) (10) -- (10) --
----------- ----------- ----------- -----------
Net Loss $ (10,777) $ (281) $ (20,480) $ (1,204)
=========== =========== =========== ===========
Net loss per share of common stock:
Basic $ -- $ -- $ -- $ --
=========== =========== =========== ===========
Diluted $ -- $ -- $ -- $ --
=========== =========== =========== ===========
Weighted average number of common
shares outstanding:
Basic 7,878,459 1,247,234 6,486,270 1,247,234
Diluted 7,878,459 1,247,234 6,486,270 1,247,234
See notes to unaudited condensed
financial statements.
-2-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MILESTONE CAPITAL, INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
1999 1998
---- ----
Cash Flows From Operating Activities:
<S> <C> <C>
Net loss $(20,480) $ (1,204)
Adjustments to reconcile net loss to net cash
(used) by operating activities:
Changes in liabilities:
(Decrease) in accounts payable-trade (4,265) --
Increase in accrued interest 10 --
-------- --------
Net Cash (Used) By Operating Activities (24,735) (1,204)
-------- --------
Cash Flows From Financing Activities:
Stockholder advances 3,979 1,149
Repayment of stockholder advances (895) --
Proceeds from stockholders loans 10,000 --
Issuance of common stock 15,000 --
-------- --------
Net Cash Provided By Financing Activities 28,084 1,149
-------- --------
Net Increase (Decrease) in Cash and Cash Equivalents 3,349 (55)
Cash and Cash Equivalents at Beginning of Period 59 280
-------- --------
Cash and Cash Equivalents at End of Period $ 3,408 $ 225
======== ========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ -- $ --
Income taxes $ -- $ --
Supplemental Disclosure of Noncash Investing
and Financing Activities:
Conversion of accounts payable - stockholder
into common stock $ 11,525 $ --
See notes to unaudited condensed
financial statements.
-3-
</TABLE>
<PAGE>
MILESTONE CAPITAL, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Basis of Presentation
- ---------------------
The accompanying financial information of the Company is prepared in accordance
with the rules prescribed for filing condensed interim financial statements and,
accordingly, does not include all disclosures that may be necessary for complete
financial statements prepared in accordance with generally accepted accounting
principles. The disclosures presented are sufficient, in management's opinion,
to make the interim information presented not misleading. All adjustments,
consisting of normal recurring adjustments, which are necessary so as to make
the interim information not misleading, have been made. Results of operations
for the six months ended June 30, 1999 are not necessarily indicative of results
of operations that may be expected for the year ending December 31, 1999. It is
recommended that this financial information be read with the complete financial
statements included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1998 previously filed with the Securities and Exchange
Commission.
Per Share Information
- ---------------------
As of December 31, 1997, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 128, "Earnings Per Share," which specifies the method of
computation, presentation and disclosure for earnings per share. SFAS No. 128
requires the presentation of two earnings per share amounts, basic and diluted.
Basic earnings per share is calculated using the average number of common shares
outstanding. Diluted earnings per share is computed on the basis of the average
number of common shares outstanding plus the dilutive effect of outstanding
stock options using the "treasury stock" method.
The basic and diluted earnings per share are the same because the Company did
not have any outstanding stock options during the periods presented.
-4-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company seeks merger candidates with on-going operations. As of June
30, 1999, the Company had not identified any such candidates.
Results of Operations
- ---------------------
Three Months Ended June 30, 1999 vs. Three Months Ended June 30, 1998.
In 1999 and 1998, the Company's efforts centered around bringing its books
and records up to date. No operating revenues were generated during the three
months ended June 30, 1999 and 1998. Operating expenses increased by $10,486 to
$10,767 for the three months ended June 30, 1999 compared to $281 for the three
months ended March 31, 1999. The increase in operating expenses resulted from
professional fees incurred in connection with updating the Company's books and
records. The Company's net loss increased to $10,777 for the three months ended
June 30, 1999 compared to $281 for the three months ended June 30, 1998.
Six Months Ended June 30, 1999 vs. Six Months Ended June 30, 1998.
No operating revenues were generated during th six months ended June 30,
1999 and 1998. Operating expenses increased by $19,266 to $20,470 for the six
months ended June 30, 1998 compared to $1,204 for the six months ended June 30,
1998. The increase in operating expenses resulted from professional fees
incurred in connection with updating the Company's books and records. The
Company's net loss increased to $20,480 for the six months ended June 30, 1999
compared to $1,204 for the six months ended June 30, 1998.
Liquidity and Capital Resources
- -------------------------------
In February 1999, the Company sold 3,750,000 shares of its common stock at
$.004 per share resulting in cash proceeds of $15,000. Also, in February, 1999,
loans payable to stockholders of $11,525 were converted at $.004 per share into
2,881,225 shares of the Company's common stock.
In June 1999, $10,000 was loaned to the Company by two stockholders. The
loans bear interest at 12% and are payable on demand.
As a result of the above transactions, the Company's working capital
increased $6,045 from a deficit of $15,781 as of December 31, 1998 to a deficit
of $9,736 as of June 30, 1999.
The Company does not have sufficient funds to continue its operating
activities. Future operating activities are expected to be funded by loans from
a major stockholder.
PART II. OTHER INFORMATION
ITEM 1. Legal proceedings
None.
ITEM 2. Changes in securities
None.
ITEM 3. Defaults upon senior securities
None.
ITEM 4. Submission of matters to a vote of security holders
None.
ITEM 5. Other information
None.
ITEM 6. Exhibits and reports on Form 8-K
Reports on Form 8-K: During the three months covered by this report, the Company
filed no reports on Form 8-K.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
Date: July 30, 1999 Milestone Capital, Inc.
-----------------------
(Registrant)
/s/ Earnest Mathis, Jr.
-----------------------
Earnest Mathis, Jr.
Chief Executive Officer
Chief Financial Officer
(Principal Accounting Officer)and
Secretary
6
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,408
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,408
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,408
<CURRENT-LIABILITIES> 13,144
<BONDS> 0
0
0
<COMMON> 507,603
<OTHER-SE> (517,339)
<TOTAL-LIABILITY-AND-EQUITY> 3,408
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 20,470
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10
<INCOME-PRETAX> (20,480)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20,480)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
