SECURITIES AND EXCHANGE
-----------------------
COMMISSION
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WASHINGTON, D.C. 20549
----------------------
FORM 10-Q
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[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended March 31, 1997.
- 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. 0-17246
GULF EXPLORATION CONSULTANTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0293525
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(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
One Independent Drive, Suite 2201, Jacksonville, Florida 32202
Registrant's telephone number including area code: (904) 745-6981
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.
YES X NO
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The number of shares of common stock outstanding as of May
31, 1997 was 1,991,092.
<PAGE>
GULF EXPLORATION CONSULTANTS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31 December 31
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1997 1996
---- ----
ASSETS (unaudited) (audited)
------
CURRENT ASSETS:
Cash and cash equivalents $ 2,880 $ 5,019
Accounts receivable - -
-------- --------
Total Current Assets 2,880 37,536
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PROPERTY, PLANT AND EQUIPMENT, at cost
Equipment, - -
Less-Accumulated depreciation - -
-------- --------
- -
-------- --------
$ 2,880 $ 5,019
======== ========
The accompanying notes are an integral part
of these financial statements
2
<PAGE>
GULF EXPLORATION CONSULTANTS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31 December 31
-------- -----------
1997 1996
---- ----
(unaudited) (audited)
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
CURRENT LIABILITIES
Accounts payable $ 12,646 $ 10,530
Accrued expenses 22,500 22,500
Other 35,866 35,866
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Total current liabilities 71,012 68,896
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STOCKHOLDERS' DEFICIT
Common Stock, $0.01 par
value, 10,000,000 shares
authorized, 1,991,092 shares
issued and outstanding as
of March 31, 1997 and
December 31, 1996
respectively 19,911 19,911
Additional paid-in capital 7,629,868 7,629,686
Retained deficit (7,717,911) (7,713,656)
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(68,132) (63,877)
--------- ---------
$ 2,880 $ 5,019
========= =========
The accompanying notes are an integral part
of these financial statements
3
<PAGE>
GULF EXPLORATION CONSULTANTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
March 31 March 31
-------- --------
1997 1996
---- ----
(unaudited) (unaudited)
OPERATING REVENUES:
Other income $ - $ 9,370
-------- --------
OPERATING EXPENSES:
Technical, general and (4,255) (17,872)
administrative -------- --------
INCOME (LOSS) FROM OPERATIONS (4,255) (8,502)
-------- --------
OTHER INCOME EXPENSE
Interest income - 8
-------- --------
PROFIT (LOSS) BEFORE INCOME TAX (4,255) (8,494)
INCOME TAX PROVISION - -
-------- --------
NET PROFIT (LOSS) TO COMMON
STOCKHOLDERS $ (4,255) $ (8,494)
======== ========
PROFIT (LOSS) PER COMMON SHARE $ (0.00) $ (0.00)
======== ========
The accompanying notes are an integral part of these consolidated
financial statements
4
<PAGE>
GULF EXPLORATION CONSULTANTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Three months ended
------------------
March 31 December 31
-------- -----------
1997 1996
---- ----
(unaudited) (audited)
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net profit loss $ (4,255) $ 435,158
Adjustments to reconcile net
loss to net cash used in
operating activities
Adjustment on disposal of
subsidiary - (436,412)
Increase (decrease) in
Accounts payable &
accrued expenses 2,116 (40,018)
-------- --------
Net cash flows used in
operating activities (2,139) (41,272)
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FINANCING ACTIVITIES
Loan from affiliate - 35,866
-------- --------
Net cash flows provided by
financing activities - 35,866
-------- --------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (2,139) (5,406)
CASH AND CASH EQUIVALENTS,
beginning of period 5,019 10,425
-------- --------
CASH AND CASH EQUIVALENTS,
end of period $ 2,880 $ 5,019
======== ========
The accompanying notes are an integral part of these consolidated
financial statements
5
<PAGE>
GULF EXPLORATION CONSULTANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) GENERAL
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The financial statements of Gulf Exploration Consultants,
Inc. (Gulf) and subsidiaries (collectively "the Company") for the
three month period ended March 31, 1997, are unaudited but
reflect, in the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to fairly
present the results for such periods. The accompanying financial
statements should be read in conjunction with the financial
statements and notes thereto contained in the Annual Report
included in the Form 10-K for the year ended December 31, 1996.
GOING CONCERN ASSUMPTION
------------------------
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern.
CHANGE OF MANAGEMENT
--------------------
On July 10, 1996, the Company accepted the resignation of L.
George Rieger as President and Chairman of the Board of Directors
of the Company. Daniel Murphy was appointed as Director and
President of the Company to fill the vacancy created by Mr.
Rieger s resignation. Mr Murphy is a financial consultant.
MERGER TRANSACTION
------------------
The Company is presently a "shell" corporation with no active
business activities other than seeking the acquisition of an
operating business or business opportunity. Management has been
negotiating with International Form Corporation, a Florida
corporation ("IFC") with respect to a possible merger
transaction. IFC is engaged in the design, manufacture and sale
of high technology concrete forming systems to serve the domestic
and international residential housing and commercial high rise
construction markets. Any transaction with IFC would be subject
to the execution of a definitive agreement containing customary
representations, covenants and closing conditions, approval of
the Company's stockholders at a meeting to be called after filing
with and clearance of requisite proxy materials by the Securities
and Exchange Commission and the satisfaction of customary closing
conditions.
(2) LOSS PER COMMON SHARE
---------------------
Loss per common share is based on the weighted average number
of common shares outstanding during each period. The average
number of common shares outstanding for the three month periods
ended March 31, 1997 and 1996 was 1,991,092 and 93,552,625 common
shares, respectively.
Loss per common share - assuming full dilution is based on the
weighted average number of common shares outstanding during each
period plus the additional common shares outstanding from the
assumption that the Company's serial preferred stock was
converted to common stock. The average number of shares used to
compute the fully diluted loss per share was 1,991,092 and
93,552,625 shares for the three month periods ended March 31,
1997 and 1996, respectively.
Common stock equivalents are antidilutive and are not
considered in the calculations of loss per share.
6
<PAGE>
(3) Common Stock Reverse Split
--------------------------
Effective June 17, 1996, stockholders approved a one-for-fifty
reverse split of the Company's Common Stock. All references in
the financial statements to average number of shares and per
share amounts of the Company's Common Stock have been
retroactively restated to reflect the reverse split. In
addition, stockholders also approved the reduction in the number
of authorized shares of Common Stock from 100,000,000 to
10,000,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
RESULTS OF OPERATIONS
Three months ended March 31, 1997.
The Company had a net loss of $4,255 for the quarter ending
March 31, 1997. As the Company had no revenue this loss was due
to stock transfer charges and professional fees incurred during
the period.
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN ASSUMPTIONS
----------------------------------------------------------
The Company presently has no operations or business activity
other than maintaining its corporate status. Management,
however, is seeking new business opportunities for the Company,
see Note (1) of Notes to Consolidated Financial Statements.
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
None
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
GULF EXPLORATION CONSULTANTS, INC.
Date: August 11, 1997 /S/ Daniel Murphy
----------------- ----------------------------
Daniel Murphy
President
/S/ Michael H. Nolan
----------------------------
Michael H. Nolan
Chief Financial Officer
8
<PAGE>
EXHIBIT INDEX
Exhibit Description
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27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GULF
EXPLORATION CONSULTANTS, INC. FORM 10-Q FOR THE PERIOD ENDED MARCH 31,
1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,880
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,880
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,880
<CURRENT-LIABILITIES> 71,012
<BONDS> 0
0
0
<COMMON> 19,911
<OTHER-SE> (88,043)
<TOTAL-LIABILITY-AND-EQUITY> 2,880
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 4,255
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,255)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,255)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,255)
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
</TABLE>
