UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 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 April 30, 1999, the Registrant had 976,602,000 shares of its $0.0001 par
value common stock outstanding.
ART CARDS, INC.
Form 10-QSB/A Quarterly Report
Table of Contents
Part I - Financial Statements
Item 1 - Financial Statements
Condensed Balance Sheets
as of March 31, 1998 and December 31, 1997
Condensed Statements of Operations
for the three months ended March 31, 1998 and 1997
Condensed Statements of Cash Flows
for the three months ended March 31, 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
March 31, December 31,
1998 1997
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 5 $ 10
----------- ----------
TOTAL ASSETS 5 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 876,602,000shares
issued and outstanding as of
March 31,1998 and December 31, 1997,
respectively
97,660 87,660
Additional paid-in capital 950,373 950,373
Accumulated deficit (1,109,988) (1,109,983)
----------- ----------
TOTAL SHAREHOLDERS' DEFICIT (61,955) (71,950)
----------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIT $ 5 $ 10
=========== ==========
<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
March 31,1998 March 31, 1997
<S> <C> <C>
Sales, net $ 0 $ 0
, ---------- ------------
OPERATING EXPENSES:
Bank charges 5 30
Professional fees 12,625
Filing fees 500
Travel expenses 875
---------- ------------
TOTAL OPERATING EXPENSES ( 5) (14,030)
---------- ------------
Operating loss ( 5) (14,030)
Other Income 17,200
---------- ------------
NET INCOME(LOSS) $ ( 5) $ 3,170
========== ============
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 Three For the Three
Months Ended Months Ended
March 31, 1998 March 31, 1997
OPERATING ACTIVITIES:
<S> <C> <C>
Net Income(Loss) $ ( 5) $ 3,170
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 (3,290)
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES ( 5) (120)
--------- ---------
FINANCING ACTIVITIES:
Proceeds from issuance of
Common stock 0 200
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 0 200
--------- ---------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ( 5) 80
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD $ 10 $ 0
--------- ---------
CASH AND CASH EQUIVALENTS,
END OF THE PERIOD $ 5 $ 80
========= =========
<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 ended March 31, 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.
The Financial Standards Board has recently issued Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets" and SFAS No. 123, "Accounting for Stock-Based Compensation."
SFAS No. 121 requires that long-lived assets and certain identifiable
intangibles be reported at the lower of the carrying amounts or their estimated
recoverable amount and the adoption of this statement by the Company is not
expected to have an impact on the financial statements. SFAS
n the statement requires proforma disclosure of net income and earnings per
share as if the fair value based method has been adopted. The Company has not
yet determined how SFAS No. 123 will be adopted nor its impact on the financial
statements. Both statements are effective for fiscal years beginning after
December 15, 1995.
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 three months of 1998, the Company's working capital deficit
increased by $5.
Results of Operations
The results of operations for the three 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.
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: June 30, 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> 3-MOS
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-START> Jan-01-1998
<PERIOD-END> Mar-31-1998
<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>
