UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1995
OR
[ ] 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.
33-17229-D
ART CARDS, INC.
------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-00978689
-------------------------------- -------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
933 Pearl Street
Denver, Colorado 80203
--------------------------------------
(Address of principal executive offices)
Issuer's telephone number: (303) 831-9335.
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months and, (2)
has been subject to such filing requirements for the past 90 days.
YES [ ] NO [X]
As of May 15, 1996, Registrant had 878,602,000 shares of its $0.0001 par value
common stock outstanding.
<PAGE>
ART CARDS, INC.
Form 10-QSB Quarterly Report
Table of Contents
Part I - Financial Statements
Item 1 - Financial Statements
Condensed Balance Sheets
as of June 30, 1995 and December 31, 1994.......................... 1
Condensed Statements of Operations
for the three months and six months ended
June 30, 1995 and 1994............................................. 3
Condensed Statements of Cash Flows
for the six months ended June 30, 1995 and 1994.................... 4
Notes to Condensed Financial Statements............................ 5
Item 2 - Management's Discussion and Analysis or Plan of Operation....... 6
Part II - Other Information
Not Applicable
i
<PAGE>
<TABLE>
<CAPTION>
ART CARDS, INC.
Condensed Balance Sheets
June
30, 1995 December
(Unaudited) 31, 1994
--------- --------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents ........................ $ 0 $ 107
----- -----
0 107
----- -----
PROPERTY AND EQUIPMENT
At cost .......................................... 8,968 8,968
Less accumulated depreciation .................... 8,968 8,968
----- -----
0 0
----- -----
OTHER ASSETS
Organization and other costs, net of accumulated
amortization of $14,509 in 1995 and 1994 ... 0 0
----- -----
TOTAL ASSETS $ ....................................... $ 0 $ 107
===== =====
"See notes to condensed financial statements."
1
<PAGE>
<CAPTION>
ART CARDS, INC.
Condensed Balance Sheets (cont.)
June
30, 1995 December
(Unaudited) 31, 1994
--------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Accounts Payable ......................................... 3,090 4,290
Accrued expenses, related party .......................... $ 69,755 $ 69,862
----------- -----------
$ 72,845 $ 74,152
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.0001 par value, 3,000,000,000 shares
authorized, 876,602,000 and 861,602,000 shares issued
and outstanding ..................................... 87,660 86,160
Additional paid-in capital ............................... 950,373 949,473
Retained deficit ......................................... (1,110,878) (1,109,678)
----------- -----------
(72,845) (74,045)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ................... $ 0 $ 107
=========== ===========
</TABLE>
"See notes to condensed financial statements."
2
<PAGE>
<TABLE>
<CAPTION>
ART CARDS, INC.
Condensed Statements of Operations (Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
1995 1994 1995 1994
-------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUES
Sales, net ..................$ 0 $ 0 0 1,207
------------- ------------- ------------- -------------
OPERATING EXPENSES
Professional fees ........... 0 3,900 1,200 3,900
General and administrative .. 0 36 0 72
------------- ------------- ------------- -------------
0 3,936 1,200 3,972
------------- ------------- ------------- -------------
INCOME (LOSS) FROM
OPERATIONS ....................... 0 (3,936) (1,200) (2,765)
------------- ------------- ------------- -------------
OTHER INCOME (EXPENSE):
Other income ................ 0 0 0 41
------------- ------------- ------------- -------------
0 0 0 41
------------- ------------- ------------- -------------
NET INCOME (LOSS) ................$ 0 $ (3,936) $ (1,200) $ (2,724)
============= ============= ============= =============
NET INCOME (LOSS) PER
SHARE OF COMMON STOCK ............$ * $ * $ * $ *
============= ============= ============= =============
AVERAGE COMMON
SHARES OUTSTANDING ............... 876,602,000 861,602,000 874,102,000 867,602,000
============= ============= ============= =============
</TABLE>
* Less than $.01 per share.
"See notes to condensed financial statements."
3
<PAGE>
<TABLE>
<CAPTION>
ART CARDS, INC.
Condensed Statements of Cash Flows (Unaudited)
For the Six Months Ended For the Six Months Ended
June 30, 1995 June 30, 1995
-------------------------- ---------------------------
<S> <C> <C>
Operating Activities:
Net Loss ...................................... $(1,200) $(2,547)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Common stock issued for services ..... $ 1,200 $ 0
----- ------
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable
and other current liabilities ........ $ (107) $ 2,700
----- ------
NET CASH USED IN OPERATING ACTIVITIES .................. $ (107) $ 153
----- ------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ....... $ (107) $ 153
----- ------
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD ..... $ 107 $ 48
----- ------
CASH AND CASH EQUIVALENTS, END OF THE PERIOD ........... $ 0 $ 201
===== ======
</TABLE>
"See notes to condensed financial statements."
4
<PAGE>
ART CARDS, INC.
Notes to Condensed Financial Statements (Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The accompanying statements should be read in
conjunction with the audited financial statements included in the Company's
1994 Annual Report on Form 10-KSB. In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered
necessary in order to make the financial statements not misleading have
been included. Operating results for the three months and six months ended
June 30, 1995 are not necessarily indicative of the results that may be
expected for the full calendar year ended December 31, 1995. The financial
statements are presented on the accrual basis.
NOTE B - CHANGE IN ACCOUNTING
Effective January 1, 1993, the Company adopted the provisions of Statement
No. 109, Accounting for Income Taxes. The statement requires that deferred
income taxes reflect the tax consequences on future years of differences
between the tax basis of assets and liabilities and their financial
reporting amounts. Prior to 1993, provisions were made for deferred income
taxes where differences existed between the time that a transaction
affected taxable income and the time that the transaction entered into the
determination of income for financial statement purposes. The cumulative
effect of this change at January 1, 1993 had no effect on net income. There
are no tax credits established in the financial statements since the
Company has fully reserved the tax benefit of net deductible temporary
differences and operating loss carryforwards due to the fact that the
likelihood of realization of the tax benefits cannot be established.
NOTE C - MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION
Liquidity and Capital Resources
During the six months ended June 30, 1995, the Company's working capital
deficit decreased by $1,307 to $72,845. The Company had an agreement with
Recycled Paper Products, Inc. to manufacture and sell one of its lines and
"See notes to condensed financial statements."
5
<PAGE>
ART CARDS, INC.
Notes to Condensed Financial Statements (Unaudited) (Continued)
the Company could have received a royalty on sales of this line. The
inventory of recycled cards has been sold and the Company no longer
receives any royalty.
Results of Operations
Three months and six months ended June 30, 1995 and June 30, 1994 - During
1993 the Company sold its remaining inventory of greeting cards and is no
longer in the business of designing, manufacturing, producing and marketing
greeting cards. The Company is now dormant as it has no operations at all.
The Company is currently looking for a suitable candidate to merge with or
be acquired by.
The results of operations for the three months and six months ended June
30, 1995 reflect the inactivity of the Company. The Company's only
potential source of income was from royalties it could have received from
Recycled Paper Products, Inc. under a five year license agreement which
will expire in June or July of 1996. Since the Company has ceased
operations, it has minimal operating expense. Operating expenses primarily
represent legal and accounting fees.
6
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: June 11, 1996 /s/ Richard H. Miller
--------------------------------
Richard H. Miller
President, Chief Executive Officer
and Principal Financial Officer
7
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 8,968
<DEPRECIATION> (8,968)
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 72,845
<BONDS> 0
0
0
<COMMON> 87,660
<OTHER-SE> (160,505)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1,200
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,200)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,200)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
