UNITED STATES
SECURITIES & 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, 1998
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 Registrant as specified in its Charter)
Colorado 84-00978689
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Ident. Number)
933 Pearl Street, Denver, Colorado 80203
(Address of principal executive offices)
Issuer's telephone number: (303) 831-9335
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
As of July 31, 1998, the Registrant had 976,602,000 shares of its $0.0001 par
value common stock outstanding.
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, 1998 and December 31, 1997
Condensed Statements of Operations
for the three months and six months ended June 30, 1998 and 1997
Condensed Statements of Cash Flows
for the six months ended June 30, 1998 and 1997
Notes to Condensed Financial Statements
Item 2 - Management's Discussion and Analysis or Plan of Operation
Part II - Other Information
Exhibits and Reports on Form 8-K
(A) Exhibits - None
(B) Reports on Form 8-K
<TABLE>
<CAPTION>
ART CARDS, INC
Condensed Balance Sheets
June 30, December 31,
1998 1997
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 1,990 $ 10
--------- ----------
TOTAL ASSETS $ 1,990 $ 10
========= ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts Payable $ 0 $ 0
Accrued liabilities, officer 61,960 71,960
--------- ---------
TOTAL CURRENT LIABILITIES 61,960 71,960
--------- ---------
SHAREHOLDERS' DEFICIT:
Common Stock, $.0001 par value,
3,000,000,000 shares authorized,
976,602,000 and 876,602,000 shares
issued and outstanding as of
June 30,1998 and December 31, 1997,
respectively 97,660 87,660
Additional paid-in capital 950,373 950,373
Accumulated deficit (1,108,003) (1,109,983)
---------- ----------
TOTAL SHAREHOLDERS' DEFICIT (59,970) (71,950)
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIT $ 1,990 $ 10
========== =========
<CAPTION>
"See notes to condensed financial statements."
</TABLE>
<TABLE>
<CAPTION>
ART CARDS, INC.
Condensed Statements of Operations (unaudited)
For the Six For the Six
Months Ended Months Ended
June 30,1998 June 30, 1997
<S> <C> <C>
Sales, net $ 0 $ 0
--------- ----------
OPERATING EXPENSES:
Bank charges 5 36
Professional fees 575
Filing fees 0
Travel expenses 3,000 0
--------- ----------
TOTAL OPERATING EXPENSES (3,005) (611)
--------- ----------
Operating loss (3,005) (611)
Other Income 4,985
--------- ----------
NET INCOME(LOSS) $ 1,980 $ (611)
========= ==========
NET INCOME (LOSS)
PER SHARE OF
COMMON STOCK $ * $ *
AVERAGE COMMON
SHARES OUTSTANDING 911,835,333 876,602,000
* less than $.01 per share
<CAPTION>
"See notes to condensed financial statements."
</TABLE>
<TABLE>
<CAPTION>
ART CARDS, INC.
Condensed Statements of Operations (unaudited)
For the Three For the Three
Months Ended Months Ended
June 30,1998 June 30, 1997
<S> <C> <C>
Sales, net $ 0 $ 0
---------- ----------
OPERATING EXPENSES:
Bank charges 0 18
Professional fees
Filing fees 0
Travel expenses 3,000 0
---------- ----------
TOTAL OPERATING EXPENSES (3,000) (18)
---------- ----------
Operating loss (3,000) (18)
Other Income 4,985
---------- ----------
NET INCOME(LOSS) $ 1,985 $ (18)
========== =========
NET INCOME (LOSS)
PER SHARE OF
COMMON STOCK $ * $ *
AVERAGE COMMON
SHARES OUTSTANDING 911,835,333 876,602,000
* less than $.01 per share
<CAPTION>
"See notes to condensed financial statements."
</TABLE>
<TABLE>
<CAPTION>
ART CARDS, INC.
Condensed Statements of Cash Flows (Unaudited)
For the Six For the Six
Months Ended Months Ended
June 30, 1998 June 30, 1997
OPERATING ACTIVITIES:
<S> <C> <C>
Net Income (Loss) $ 1,980 $ (611)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Changes in operating assets
and liabilities:
Increase (decrease) in accounts
payable and other current
liabilities 575
------- -------
NET CASH PROVIDED BY
(USED IN)OPERATING
ACTIVITIES 1,980 (36)
------- -------
FINANCING ACTIVITIES:
Proceeds from issuance of
Common stock 0 0
------- -------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0
------- -------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 1,980 (36)
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD $ 10 $ 62
-------- --------
CASH AND CASH EQUIVALENTS,
END OF THE PERIOD $ 1,990 $ 26
======== ========
<CAPTION>
"See notes to condensed financial statements."
</TABLE>
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 1997 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 ended June 30, 1998, are not
necessarily indicative of the results that may be expected for the full
calendar year ended December 31, 1998. The financial statements are
presented on the accrual basis.
New Accounting Pronouncements
Statement of Financial Accounting Standards No. 128, "Earnings per Share"is
effective for financial statements issued after December 15, 1997. SFAS 128
provides for a calculation of "basic" and "diluted" earnings per share. Basic
earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average shares outstanding.
Diluted earnings per share reflects the potential dilution of securities that
could share in the earnings of an entity. The adoption of SFAS 128 has had no
impact on the earnings per share calculation because the Company has no other
potentailly dilutive securities.
Statement of Financial Accounting Standards NO. 129, "Disclosure of
Information About an Entity's Capital Structure" is effective for financial
statements issued after December 15, 1997. The adoption of SFAS 129 has had
no impact on the financial statements.
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" is effective for financial statements with fiscal years beginning
after December 15, 1997. Earlier application is permitted. SFAS 130
establishes standards for reporting and display of comprehensive income and
its components ina full set of general purpose financial statements. The
Company has adopted SFAS 130 and its effect on the financial position and
results of operations is immaterial.
Statement of Financial Accounting Standards No. 131, "Disclosure About
Segments of an Enterprise and Related Information is effective for fiscal
years beginning after December 15, 1997. SFAS 131 establishes standards for
reporting information about reporting operating segments. Adoption of SFAS
131 has not had any impact on the financial statements of the Company as it is
dormant.
STOCKHOLDERS EQUITY
On February 6, 1998 the Company issued 100,000,000 shares of its $.0001 par
value common stock for partial settlement of $10,000 owed to the President of
the Company.
NOTE B - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Liquidity and Capital Resources
During the second quarter of 1998, the Company's recieved cash of $4,985 from
an unrelated entity for the cost of performing due diligence procedure in
connection with the potential merger of the two companies. Upon completion of
due diligence procedures merger discussions were terminated.
Results of Operations
The results of operations for the three months and six months ended March 31,
1998 and 1997
reflect the cessation of operations of the Company. Since the Company has
ceased operations, it has minimal operating expenses.
Operating expenses primarily represent legal and accounting fees. In the
second quarter of 1998, operating expenses related to travel expenses
associated with due diligence procedures for a potential merger candidate.
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.
Dated: August 14, 1998 /S/ Richard Miller
Richard Miller
President, Chief Executive Officer
and Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-START> Jan-01-1998
<PERIOD-END> Jun-30-1998
<CASH> 1,990
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,990
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,990
<CURRENT-LIABILITIES> 61,960
<BONDS> 0
<COMMON> 97,660
0
0
<OTHER-SE> (157,630)
<TOTAL-LIABILITY-AND-EQUITY> 1,990
<SALES> 0
<TOTAL-REVENUES> 4,985
<CGS> 0
<TOTAL-COSTS> 3,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,985
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,985
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,985
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
