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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 Quarter 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 Number 33-20582
EQUITY AU, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2276137
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
P.O. Box 940037, Maitland, Florida 32794-0037
(Address of principal executive offices, including zip code)
(407) 647-3952
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant has: (1) 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) been subject to such
filing requirements for the past 90 days. Yes X No_
Number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding as of November 05, 1999
Class A Common Stock, par value $.001 3,344,760
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Heading Page
PART I. FINANCIAL STATEMENTS
Item 1. Balance Sheets - September 30, 1999 and December 31, 1998 4
Statements of Operations and Accumulated Deficit Three
months ended September 30, 1999 and Nine months ended September
30, 1999 5
Statements of Stockholders Equity--December 31, 1995
through September 30, 1999 6-7
Statements of Cash Flows - Three months ended September 30,
1999 and nine months ended September 30, 1998 8
Notes to Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Securities Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
2
<PAGE>
PART I
Item 1. Financial Statements
The following, unaudited Financial Statements for the three month
period ended September 30, 1999 and nine months ended September 30, 1999 include
all adjustments which management believes are necessary for the financial
statements to be presented in conformity with generally accepted accounting
principals.
(THIS SPACE INTENTIONALLY LEFT BLANK)
3
<PAGE>
<TABLE>
<CAPTION>
EQUITY AU, INC.
BALANCE SHEET
September 30, 1999
ASSETS
September 30, December 31,
1999 1998
---- ----
CURRENT ASSETS (Unaudited) (Unaudited)
<S> <C> <C>
Cash $ 235 $ 4,955
------------------ ------------------
Notes receivable 51,500 25,000
TOTAL ASSETS $ 51,735 $ 29,955
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,019 $ 1,019
Accrued expenses 54,695 54,695
Dividends payable 15,000 15,000
Notes payable 229,967 125,467
------------------ -----------------
Total current liabilities 299,662 195,162
------------------ -----------------
TOTAL LIABILITIES 300,681 196,181
------------------ -----------------
STOCKHOLDERS' (DEFICIT)
Preferred stock, Series A, $1.00 Par Value 50,000 50,000
Preferred stock, Series B, $1.00 Par Value 0 0
Preferred stock, Series C, $1.00 Par Value 0 0
Common stock, Class A, $0.001 Par Value 2,413 2,413
Common stock, Class B, $0.001 Par Value 1,000 1,000
Additional paid-in capital 12,188,154 12,188,154
Retained Earnings (31,045) 0
Accumulated deficit (12,367,748) (12,367,748)
------------------ -----------------
Total Stockholders' (Deficit) (248,947) (166,226)
------------------ -----------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 51,735 $ 29,955
================== =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
EQUITY AU, INC.
Statement of Operations
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1999
(Unaudited) (Unaudited)
INCOME:
<S> <C> <C>
Revenue $ - $ -
----------------- -----------------
Total Income - -
GROSS PROFIT
EXPENSES:
General and Administrative 8,279 82,721
----------------- -----------------
Total Expenses 8,279 82,721
LOSS FROM OPERATIONS (8,279) (82,721)
================= =================
OTHER INCOME (EXPENSE):
Interest expense - -
Total Other Income
(Expense) - -
NET LOSS BEFORE INCOME
TAXES (8,279) (82,721)
================= =================
Income taxes - -
NET LOSS (8,279) (82,721)
================== ==================
Net Loss Per Common Share $ (0.02) $ (0.02)
================= =================
Weighted average common
shares outstanding 1,296,194 1,296,194
================= =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
EQUITY AU, INC.
STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
Period from December 31, 1995 to September 30, 1999
PREFERRED STOCK
Preferred Stock - A Preferred Stock - B Preferred Stock - C
Shares Amount Shares Amount Shares Amount
<S> <C> <C> <C> <C> <C> <C>
Balance
December 31, 1997 148,000 $ 148,000 288,200 $ 288,200 10,200 $ 10,200
------- ------------- ------- ------------- ------ -------------
Balance
December 31, 1998 50,000 $ 50,000 272,200 $ 272,200 - $ -
------- ------------- ------ -------------
Conversion to Class
A common stock (5,000) $ (5,000)
------- -------------
(16,000) $ (16,000)
Canceled shares (98,000) (98,000) (272,200) (272,200) (10,200) (10,200)
------- ------------- ------- ------------- ------ -------------
Balance
June 30, 1999 50,000 $ 50,000 - $ - - $ -
======= ============= ======= ============= ====== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
<TABLE>
<CAPTION>
EQUITY AU, INC.
STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
Period from December 31, 1995 to September 30, 1999 (Continued)
COMMON STOCK
Class A Common Class B Common Paid in Accumulated
Shares Amount Shares Amount Capital Deficit
<S> <C> <C> <C> <C> <C> <C>
Balance
December 31, 1995 911,232 $ 911 100,000 $ 1,000 $11,618,162 $ (12,199,416)
---------- ------------- ------- ------------- ----------- ---------------
Net loss (203,024)
Balance
December 31, 1996 911,232 $ 911 100,000 $ 1,000 $11,618,169 $ (12,402,440)
---------- ------------- ------- ------------- ----------- ---------------
Stock issued in Exchange
for preferred B stock at
$6.25 per Share 800 1 - - 4,999 -
Fractional shares issued 315 - - - 1 -
Stock issued for
notes payable 257,500 258 - - 51,242 -
Stock issued for
wages payable at
$0.10 per share 1,029,500 1,030 - - 100,970 -
Stock issued for
Services at $0.06
Per share 20,000 20 - - 1,180 -
Stock issued in exchange
For preferred B stock
At $6.88 per share 1,599 2 - - 10,998 -
Contributed Capital on
Cancellation of shares (8,402) (9) - - 388,802 -
Net loss - - - - - (115,504)
---------- ------------- ------- ------------- ----------- ---------------
Balance
December 31, 1997 2,412,544 2,413 100,000 1,000 12,188,154 (12,376,748)
Net loss - - - - - -
---------- ------------- ------- ------------- ----------- ---------------
Balance
December 31, 1998 2,412,544 $ 2,413 100,000 $ 1,000 $12,188,154 $ (12,376,748)
Stock issued to
Chairman at $.10 Per
Share 6,000,000 6,000 - - - -
September 30, 1999 8,412,544 $ 8,413 100,000 $ 1,000 $12,188,154 $ (12,376,748)
========== ============= ======= ============= =========== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
<TABLE>
<CAPTION>
EQUITY AU, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
For the Three For the Nine
Months Ended Months ended
September 30, September 30,
1999 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ (8,279) $ (82,721)
Adjustments to reconcile net loss to net cash
used by operating activities:
Dividends payable 15,000 15,000
Accrued interest converted to stock 0 0
Stock issued for services 0
Changes in operating assets and liabilities:
Increase (decrease) in accrued expenses 0 0
---------------- ----------------
NET CASH (USED) BY OPERATING ACTIVITIES: 8,000 73,647
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long term debt 0 0
---------------- ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES: 0 0
---------------- ----------------
NET DECREASE IN CASH: (8,000) (73,647)
CASH AT BEGINNING OF PERIOD: 513 4,955
---------------- ----------------
CASH AT END OF PERIOD: $ 235 $ 235
================ ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
EQUITY AU, INC.
Notes to Condensed Financial Statements
(Unaudited)
NOTE 1 - INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying condensed financial statements have been prepared
by the Company without audit. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) necessary
to present fairly the financial position, results of operations
and cash flows as of the dates and for the period presented herein
have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to the Securities and Exchange Commission rules and
regulations. It is suggested that these condensed consolidated
financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's
December 31, 1997 audited Annual Report and 1998's Annual Report
on Form 10-KSB. The results of operations for the three months
ending September 30, 1999, are not necessarily indicative of the
operating results that are a result for the year ending December
31, 1998. The accounting policies followed by the Company are set
forth in Note 1 to the Company's financial statements in its
December 31, 1998 Annual Report on Form 10-KSB.
9
<PAGE>
Item 2. Management's Discussion & Analysis of Financial Condition and Results of
Operations
Three Months ended 09/30/99 compared to Nine Months ended 09/30/99
General and administrative expenses consisted of office rental,
consulting fees, and equipment maintenance.
Item 3. Management's Discussion & Analysis of Stockholders Equity (Deficit)
The Chairman, James Arch was issued 6,000,000 shares of restricted
Class A common stock in consideration of all prior loans and interest owed.
Liquidity and Capital Resources
At September 30, 1999, the Company had $51,735 in assets, total
liabilities of $300,681 and total stockholders deficit of ($248,946) compared
with no assets, total liabilities of $135,181 and total stockholders deficit of
($135,181) at December 31, 1998. The changes in cash account balances were from
a loan of $31,000 in 1998 from Kentrust Corp. for general expenses. Management
is uncertain of when mining operations will continue and can give no assurances
that operations will continue during the current fiscal year. For the present
time the Chairman of the Company is funding the cash requirements of the
Company. There is no assurance as to how long the Chairman will fund the
Company. The Company is now looking for an acquisition or merger candidate.
Management can give no assurances as to when, or if, a candidate will be
identified.
On June 6, 1997 the Company issued 8,900,000 restricted shares to
General Enterprises and Trading Company (Isle of Man) Ltd. for the promise to
loan the Company $100,000 and to pledge to the Company a Capital Asset
Certificate for $5,000,000 which would be used to secure additional borrowings.
The Company has not received the $100,000, or the pledge of the asset
certificate. This issuance of stock has not been reflected in the Company's
accounting records because the consideration for the Company's shares has not
been received. Per the terms of the agreement the 89,000 shares will be returned
to the Company if the loan proceeds are not received.
10
<PAGE>
PART II
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) This Item is not applicable to the Company.
(b) No Report on Form 8-K was filed by the Company during the three
month period ended September 30, 1999.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
EQUITY AU, INC.
(Registrant)
BY: /s/ James Arch
-----------------------
JAMES ARCH, President
Dated: November 12, 1999
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 235
<SECURITIES> 0
<RECEIVABLES> 51,500
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 235
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 51,735
<CURRENT-LIABILITIES> 299,662
<BONDS> 0
0
50,000
<COMMON> 12,188,154
<OTHER-SE> (12,376,748)
<TOTAL-LIABILITY-AND-EQUITY> 51,735
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> (0.02)
<EPS-DILUTED> 0
</TABLE>
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