UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission File No. 33-55254-30
LONGHORN, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 87-0438651
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3098 SO. HIGHLAND DRIVE, SUITE 460
SALT LAKE CITY, UTAH 84106
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 485-7775
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. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding as of October, 1999
- ------------------------------------ -------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK 1,000,000 SHARES
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
BASIS OF REPRESENTATION
General
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows and stockholders' equity in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the quarter
ended September 30, 1999, are not necessarily indicative of the results that can
be expected for the year ending December 31, 1999.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Company has had no operational history and has yet to engage in
business of any kind. All risks inherent in new and inexperienced enterprises
are inherent in the Company's business. The Company has not made a formal study
of the economic potential of any business. At the present, the Company has not
identified any assets or business opportunities for acquisition.
As of October, 1999, the Company has no liquidity and no presently
available capital resources, such as credit lines, guarantees, etc. and should a
merger or acquisition prove unsuccessful, it is possible that the Company may be
dissolved by the State of Nevada for failing to file reports, at which point the
Company would no longer be a viable corporation under Nevada law and would be
unable to function as a legal entity. Should management decide not to further
pursue its acquisition activities, management may abandon its activities and the
shares of the Company would become worthless. However, the Company's officers,
directors and major shareholder have made an oral undertaking to make loans to
the Company in amounts sufficient to enable it to satisfy its reporting
requirements and other obligations incumbent on it as a public company, and to
commence, on a limited basis, the process of investigating possible merger and
acquisition candidates. The Company's status as a publicly-held corporation may
enhance its ability to locate potential business ventures. The loans will be
interest free and are intended to be repaid at a future date, if or when the
Company shall have received sufficient funds through any business acquisition.
The loans are intended to provide for the payment of filing fees, printing and
copying fees and other miscellaneous fees.
Based on current economic and regulatory conditions, Management
believes that it is possible, if not probable, for a company like the Company,
without assets or liabilities, to negotiate a merger or acquisition with a
viable private company. The opportunity arises principally because of the high
legal and accounting fees and the length of time associated with the
registration process of "going public". However, should any of these conditions
change, it is very possible that there would be little or no economic value for
anyone taking over control of the Company.
The "Year 2000 problem" arose because many existing computer programs
use only the last two digits to refer to a year. Therefore, these computer
programs do not properly recognize a year that begins with "20" instead of the
familiar "19". If not corrected, many computer applications could fail or
create erroneous results. The extent of the potential impact of the Year 2000
problem is not yet known, and if not timely corrected, it could affect the
global economy.
Since the Company is not engaged in any business or other operations
at the present time, management has determined that Year 2000 issues will not
materially affect the Company. In addition, the Company does not own, lease or
operate any computers, and it doesn't rely on information, processes, accounts,
or anything generated from others by computers. The Company has no business
relations with other persons or entities whose potential year 2000 issues could
have any effect on the Company. It is not planned or otherwise foreseeable that
any of the above will change materially at any time prior to the year 2000.
<PAGE>
<TABLE>
<CAPTION>
LONGHORN, INC.
(A Development Stage Company)
BALANCE SHEETS
9/30/99 12/31/98
Unaudited Audited
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash in bank $ - 0 - $ - 0 -
----------- -----------
TOTAL CURRENT ASSETS - 0 - - 0 -
----------- -----------
$ - 0 - $ - 0 -
=========== ===========
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts payable $ - 0 - $ - 0 -
----------- -----------
TOTAL CURRENT LIABILITIES - 0 - - 0 -
STOCKHOLDERS' EQUITY Common Stock $.001 par value:
Authorized - 100,000,000 shares
Issued and outstanding
1,000,000 shares 1,000 1,000
Additional paid-in capital 1,000 1,000
Deficit accumulated during
the development stage (2,000) (2,000)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY - 0 - - 0 -
----------- -----------
$ - 0 - $ - 0 -
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LONGHORN, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
5/02/86
For the three months For the nine months (Date of
ended Sept 30, ended Sept 30, inception) to
1999 1998 1999 1998 9/30/99
Unaudited Unaudited Unaudited Unaudited Unaudited
------------ ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ - 0 - $ - 0 - $ - 0 - $ - 0 - $ - 0 -
Cost of sales - 0 - - 0 - - 0 - - 0 - - 0 -
------------ ------------ ------------- ------------ ------------
GROSS PROFIT (LOSS) - 0 - - 0 - - 0 - - 0 - - 0 -
General and
administrative expenses - 0 - - 0 - - 0 - - 0 - 2,000
------------ ------------ ------------- ------------ ------------
NET INCOME (LOSS) $ - 0 - $ - 0 - $ - 0 - $ - 0 - $ (2,000)
============ ============= ============= ============ ============
Net income (loss) per weighted
average common shares $ .00 $ .00 $ .00 $ .00
============ ============= ============= ============
Weighted average number of
common shares used to compute
net income (loss) 1,000,000 1,000,000 1,000,000 1,000,000
============ ============ ============= ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LONGHORN, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Common Stock Additional
Par Value $.001 Paid-in Retained
Shares Amount Capital Deficit
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Balances at 5/02/86
(Date of inception) - 0 - $ - 0 - $ - 0 - $ - 0 -
Issuance of common stock (restricted)
at $.002 per share at 8/07/86 1,000,000 1,000 1,000
Net loss for period (1,950)
--------- --------- ---------- -----------
Balances at 12/31/86 1,000,000 1,000 1,000 (1,950)
Net loss for year (10)
--------- --------- ---------- -----------
Balances at 12/31/87 1,000,000 1,000 1,000 (1,970)
Net loss for year (10)
--------- --------- ---------- -----------
Balances at 12/31/88 1,000,000 1,000 1,000 (1,980)
Net loss for year (10)
--------- --------- ---------- -----------
Balances at 12/31/89 1,000,000 1,000 1,000 (1,980)
Net loss for year (10)
--------- --------- ---------- -----------
Balances at 12/31/90 1,000,000 1,000 1,000 (1,990)
Net loss for year (10)
--------- --------- ---------- -----------
Balances at 12/31/91 1,000,000 1,000 1,000 (2,000)
Net income for year - 0 -
--------- --------- ---------- -----------
Balances at 12/31/92 1,000,000 1,000 1,000 (2,000)
Net income for year - 0 -
--------- --------- ---------- -----------
Balances at 12/31/93 1,000,000 1,000 1,000 (2,000)
Net income for year - 0 -
--------- --------- ---------- -----------
Balances at 12/31/94 1,000,000 1,000 1,000 (2,000)
Net income for year - 0 -
--------- --------- ---------- -----------
Balances at 12/31/95 1,000,000 1,000 1,000 (2,000)
Net income for year - 0 -
--------- --------- ---------- -----------
Balances at 12/31/96 1,000,000 1,000 1,000 (2,000)
Net income for year - 0 -
--------- --------- ---------- -----------
Balances at 12/31/97 1,000,000 1,000 1,000 (2,000)
Net income for year - 0 -
--------- --------- ---------- -----------
Balances at 12/31/98 1,000,000 1,000 1,000 (2,000)
Net income for period - 0 -
--------- --------- ---------- -----------
Balances at 9/30/99 1,000,000 $ 1,000 $ 1,000 $ (2,000)
========= ========= ========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LONGHORN, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
5/02/86
For the nine months (Date of
ended Sept 30, inception) to
1999 1998 9/30/99
Unaudited Unaudited Unaudited
------------- ------------- -------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ - 0 - $ - 0 - $ (2,000)
Adjustments to reconcile
net income (loss) to cash
used by operating activities:
Amortization - 0 - - 0 - 50
------------- ------------- -------------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES - 0 - - 0 - (1,950)
INVESTING ACTIVITIES
Organization Costs - 0 - - 0 - (50)
------------- ------------- -------------
NET CASH USED BY
INVESTING ACTIVITIES - 0 - - 0 - (50)
FINANCING ACTIVITIES
Proceeds from sale of
common stock - 0 - - 0 - 2,000
------------- ------------- -------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES - 0 - - 0 - 2,000
------------- ------------- -------------
INCREASE IN CASH
AND CASH EQUIVALENTS - 0 - - 0 - - 0 -
Cash and cash equivalents
at beginning of year - 0 - - 0 - - 0 -
------------- ------------- -------------
CASH & CASH EQUIVALENTS
AT END OF PERIOD $ - 0 - $ - 0 - $ - 0 -
============= ============= =============
</TABLE>
<PAGE>
SIGNATURES
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.
LONGHORN, INC.
Dated: October 1, 1999 s\Krista Nielson
------------------------------------------------------
Krista Nielson, President, CEO and Director
Dated: October 1, 1999 s\Sasha Belliston
------------------------------------------------------
Sasha Belliston, Secretary/Treasurer, CFO and Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
LONGHORN, INC. September 30, 1999 financial statements and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000819818
<NAME> LONGHORN, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> (1,000)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<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> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
