UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended October 31, 1998
Commission file number 000-18257
HOLMES MICROSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 91-1939829
(State or other jurisdiction of (IRS Identification Number
Employer incorporation or organization)
57 West 200 South, Suite 310
Salt Lake City, Utah
(Address of principal executive offices)
84101
(Zip Code)
(801) 269-9500
(Registrant's Telephone Number, Including Area Code)
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 No X
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of October 31, 1998:
48,051,547
<PAGE>
PART I
ITEM 1 Statement of Financial Position as of October 31, 1998
and January 31, 1998
Statement of Operations for the Three and Nine Month
Periods Ended October 31, 1998
Statement of Changes in Stockholders' Equity
for the Three Month Period Ended October 31, 1998
Statement of Cash Flows for the Three and Nine Month
Periods Ended October 31, 1998
Notes to Financial Statements as of October 31, 1998
<PAGE>
HOLMES MICROSYSTEMS, INC. Statement of Financial Position as of
(UNAUDITED) October 31, 1998 and January 31, 1998
ASSETS
October 31, January 31,
1998 1998
CURRENT ASSETS $ -0- $ -0-
TOTAL ASSETS $ -0- $ -0-
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Judgements payable $ 526,711 $ 526,711
Notes payable 84,000 84,000
Total current liabilities 610,711 610,711
STOCKHOLDERS' EQUITY
Preferred stock - series A; $.001
par value; 100,000 shares
authorized; 7,500 shares issued and
outstanding; 8 % noncumlative
convertible 8 8
Preferred stock - series B; $.001
par value; 5,000 shares
authorized; 840 shares issued and
outstanding; 10 % cumlative
convertible 1 1
Common stock; $.001 par value;
49,000,000 shares authorized
48,051,547 shares issued and
outstanding 48,051 48,051
Additional paid-in capital 4,342,333 4,342,333
Accumulated deficit (5,001,104) (5,001,104)
Total stockholders' equity (610,711) (610,711)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -0- $ -0-
<PAGE>
HOLMES MICROSYSTEMS, INC. Statement of Operations for the Three and Nine
(UNAUDITED) Month Periods Ended October 31, 1998
Three Nine
Months Months
REVENUES $ -0- $ -0-
OPERATING EXPENSES -0- -0-
NET INCOME $ -0- $ -0-
NET INCOME PER SHARE $ -0- $ -0-
<PAGE>
HOLMES MICROSYSTEMS, INC.
Statement of Changes in Stockholders' Equity for
(UNAUDITED) The Three Month Period Ended October 31, 1998
Additional
Preferred Preferred Common Stock Paid-in Accumulated Total
Stock Stock Shares Amount Capital Deficit
Series A Series B
Shares Amount Shares Amount
Balances
as of
July 31,
1998
7,500 $ 8 840 $ 1 48,051,547 $48,051 $4,342,333 $(5,001,104) $(610,711)
Net
Income
-0- -0-
Balances
as of
October 31,
1998
7,500 $ 8 840 $ 1 48,051,547 $48,051 $4,342,333 $(5,001,104) $(610,711)
HOLMES MICROSYSTEMS, INC. Statement of Cash Flows for the Three and Nine
(UNAUDITED) Month Periods Ended October 31, 1998
Three Nine
Months Months
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income $ -0- $ -0-
CASH AT BEGINNING OF YEAR -0- -0-
CASH AT END OF YEAR $ -0- $ -0-
<PAGE>
HOLMES MICORSYSTEMS, INC. Notes to Financial Statements
(UNAUDITED) as of October 31, 1998
The financial statements of Holmes Microsystems, Inc. included herein, have
been prepared without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Although certain information normally
included in financial statements prepared in accordance with generally
accepted accounting principles has been condensed or omitted, Holmes
Microsystems, Inc. believes that the disclosures are adequate to make the
information presented not misleading. These financial statements should be
read in conjunction with the financial statements and notes thereto included
in Holmes Microsystems, Inc. annual report on Form 10-K for the fiscal year
ended January 31, 1998.
The financial statements included herein reflect all normal recurring
adjustments that, in the opinion of management, are necessary for a fair
presentation. The results for interim periods are not necessarily indicative
of trends or of results to be expected for a full year.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
The company has been dormant since the fiscal year ended January 31, 1994.
During the quarter ended October 31, 1998, there were no revenues and no
expenses. The company has no assets, and has current liabilities of
$610,711. These current liabilities are comprised of judgements of $526,711
and overdue notes payable of $84,000.
<PAGE>
PART II
ITEM 1 LEGAL PROCEEDINGS
There are twelve judgements against the company for a total of
$526,711.
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
NONE
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 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.
Holmes Microsystems, Inc.
(Registrant)
Dated: By
Kip Eardley
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the
registrant and in the capacity and on the date indicated.
Dated: By
Kip Eardley
President
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<PERIOD-END> OCT-31-1998
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