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 September 30, 1999
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 October 31, 1999, 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 September 30, 1999 and December 31, 1998
Condensed Statements of Operations
for the nine months and three months ended September 30, 1999 and 1998
Condensed Statements of Cash Flows
for the nine months and three months ended September 30, 1999 and 1998
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
September 30, December 31,
1999 1998
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 5 $ 5
----------- ----------
TOTAL ASSETS 5 5
=========== ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts Payable $ 0 $ 0
Accrued liabilities, officer 62,360 62,360
----------- ----------
TOTAL CURRENT LIABILITIES 62,360 62,360
----------- ----------
SHAREHOLDERS' DEFICIT:
Common Stock, $.0001 par value,
3,000,000,000 shares authorized,
976,602,000 and 976,602,000 shares
issued and outstanding as of
September 30,1999 and December 31, 1998,
respectively
97,660 97,660
Additional paid-in capital 950,373 950,373
Accumulated deficit (1,110,388) (1,110,388)
----------- ----------
TOTAL SHAREHOLDERS' DEFICIT (62,355) (62,355)
----------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIT $ 5 $ 5
=========== ==========
<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
September 30,1999 September 30, 1998
<S> <C> <C>
Sales, net $ 0 $ 0
, ---------- ------------
OPERATING EXPENSES:
Bank charges 0
Professional fees
Filing fees
Travel expenses 1,985
---------- ------------
TOTAL OPERATING EXPENSES (0) 1,990
---------- ------------
Operating loss (0) (1,985)
Other Income
---------- ------------
NET INCOME(LOSS) $ (0) $ 1,985
========== ============
NET INCOME (LOSS)
PER SHARE OF COMMON STOCK $ * $ *
AVERAGE COMMON SHARES OUTSTANDING 976,602,000 911,835,333
* 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 Nine For the Nine
Months Ended Months Ended
September 30,1999 September 30, 1998
<S> <C> <C>
Sales, net $ 0 $ 0
, ---------- ------------
OPERATING EXPENSES:
Bank charges 0 5
Professional fees
Filing fees
Travel expenses 4,985
---------- ------------
TOTAL OPERATING EXPENSES (0) 4,990
---------- ------------
Operating loss (0) (4,990)
Other Income 4,985
---------- ------------
NET INCOME(LOSS) $ (0) $ (5)
========== ============
NET INCOME (LOSS)
PER SHARE OF COMMON STOCK $ * $ *
AVERAGE COMMON SHARES OUTSTANDING 976,602,000 911,835,333
* 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 Nine For the Nine
Months Ended Months Ended
September 30, 1999 September 30,1998
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income(Loss) $ ( 0) $ 5
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
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES ( 0) 5
--------- ---------
FINANCING ACTIVITIES:
Proceeds from issuance of
Common stock 0 0
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 0 0
--------- ---------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ( 0) (5)
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD $ 5 $ 10
--------- ---------
CASH AND CASH EQUIVALENTS,
END OF THE PERIOD $ 5 $ 5
========= =========
<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 1998 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 nine months ended September 30, 1999
are not necessarily indicative of the results that may be expected for the full
calendar year ended December 31, 1999. The financial statements are
presented on the accrual basis.
Recent Accounting Pronouncements:
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" is effective for financial statements with
fiscal years beginning after December 5, 1997. Earlier application is
permitted. SFAS No. 130 establishes standards for reporting and
display of comprehensive income and its components in a full set of
general-purpose financial statements. The Company adopted SFAS No.
130 for 1998 and it did not have a material effect on its financial
position or result of operations.
Statement of Financial Accounting Standards No. 131, "Disclosure
about Segments of an Enterprises and Related Information" is
effective for financial statements with fiscal years beginning after
December 15, 1997. The new standard requires that public business
enterprises report certain information about operating segments in
complete sets of financial statements of interim and annual periods
issued to shareholders. It also requires that public business
enterprises report certain information about their products and
services, geographic areas in which they operate and their major
customers. The Company has adopted SFAS No. 131; but, it did
not have a material effect on its results of operation for 1998 and
1997.
Statement of Financial Accounting Standards No. 132, "Employers'
Disclosures about Pension and Other Post retirement Benefits" is
effective for financial statements with fiscal years beginning after
December 31, 1997. Earlier application is permitted. The new
standard revises employers' disclosures about pension and other post
retirement benefit plans but does not change the measurement or
recognition of those plans. SFAS No. 132 standardizes the disclosure
requirements for pensions and other post retirement benefits to the
extent practicable, requires additional information on change in the
benefit obligations and fair values of the plan assets that will
facilitate financial analysis, and eliminates certain disclosure
previously required when no longer useful. The Company adopted SFAS
No. 132 in 1998 and it did not have a material effect on its results
of operation.
The FASB has recently issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS No. 133"). SFAS No. 133 established
standards for recognizing all derivative instruments including those
for hedging activities as either assets or liabilities in the
statement of financial position and measuring those instruments at
fair value. This Statement is effective for fiscal years beginning
after June 30, 1999. The Company has not yet determined the effect
of SFAS No. 133 on its financial statement.
The FASB recently issued Statement of Financial Accounting Standards
No. 134 "Accounting for Mortgage Backed Securities Retained after the
Securitization of Mortgage Loans Held by Mortgage Banking Enterprises"
And is effective for the quarter beginning after December 15, 1998.
SFAS No. 134 establishes new reporting standards for certain activities
of mortgage banking enterprises that conduct operations that are
substantially similar to the primary operations of mortgage banking
enterprises. Management believes that adoption of this statement will
have no impact on the Company's financial statements.
Stockholder's 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 first nine months of 1999, the Company's working capital deficit
did not change as a result of the inactivity of the Company.
Results of Operations
The results of operations for the three months and nine months ended September
30, 1999 and 1998 reflect the cessation of operations of the Company. Since
the Company has ceased operations, it has minimal operating expenses.
Operating expenses represent bank fees.
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: November 15, 1999 /S/ Richard Miller
Richard Miller
President, Chief Executive Officer
and Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1999
<CASH> 5
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5
<CURRENT-LIABILITIES> 61,960
<BONDS> 0
<COMMON> 97,660
0
0
<OTHER-SE> (159,615)
<TOTAL-LIABILITY-AND-EQUITY> 5
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 5
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5)
<EPS-BASIC> 00
<EPS-DILUTED> 00
</TABLE>
