U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACT
For the transition period from: to:
Commission file number: 33-26899-D
BEST OF AMERICA CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
COLORADO 84-1082394
- ---------------------------------- -----------------------
(State or other jurisdiction (IRS Employer Identi-
of incorporation or organization) fication Number)
1338 Gausse Blvd. Suite 200
Slidell, Louisiana 70458
- --------------------------------------------------------------------------------
(Address code of principal executive offices)
(504) 646-0261
- --------------------------------------------------------------------------------
(Issuer's telephone number)
Check mark whether the Issuer (1) has filed all reports required by Section 13
or 15(d) of the Exchange Act 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 the filing requirements for at least the past 90 days. YES: X NO:
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PREVIOUS FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by the court. YES: NO:
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the last practicable date: 8,129,000
Transitional Small Business Disclosure Format. YES: NO: X
<PAGE>
BEST OF AMERICA CORPORATION
---------------------------
Index
-----
PART I FINANCIAL INFORMATION
- ------ ---------------------
Balance Sheet
September 30, 1996 3
Statements of Operations
Three Months and Nine Months
Ended September 30, 1995 and 1996
and Inception to September 30, 1996 4
Statements of Cash Flows
Nine Months Ended
September 30, 1995 and 1996
and Inception to September 30, 1996 5
Notes to Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
PART II
Other Information 8
Signatures 9
<PAGE>
Best of America Corporation
(A Development Stage Company)
Balance Sheet
(Unaudited)
September 30,
1996
-------------
Assets
- ------
Current Assets:
Cash $ 925
Accounts receivable 50,365
Prepaid expenses 6,039
Inventory 16,556
----------
Total current assets 73,885
Equipment, net of accumulated
depreciation 7,481
Other assets
Deposits 45,950
Patents, net of amortization 5,312
----------
$ 132,628
===========
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable - affiliates $ 69,114
Accounts payable 91,097
----------
Total current liabilities 160,211
Notes payable - affiliates 46,574
Shareholders' equity
Preferred stock, $10 par value,
non-cumulative and convertible,
50,000,000 shares authorized,
no shares issued or outstanding -
Common stock, no par value,
1,000,000,000 shares authorized,
8,129,000 shares
issued and outstanding 348,877
Paid in capital 26,647
Deficit accumulated during the
development stage (449,681)
----------
(74,157)
----------
$ 132,628
===========
See accompanying notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
Best of America Corporation
(A Development Stage Company)
Statements of Operations
For the Nine Months and Three Months Ended September 30, 1995 and
1996, and The period from Inception (July 31, 1989) to
September 30, 1996
(Unaudited)
Nine Months Ended Three Months Ended
---------------------------------------------- Inception to
1995 1996 1995 1996 Sept. 30, 1996
---------- ---------- ---------- ----------- --------------
<S> <C> <C> <C> <C> <C>
Revenue $ 165,098 $ 143,245 $ 10,936 $ 107,838 $ 566,896
Cost of sales 41,394 48,725 3,185 42,327 190,109
Operating expenses 106,332 152,563 31,244 32,624 814,775
----------- --------- -------- --------- ---------
Total expenses 147,726 201,288 34,429 74,951 1,004,884
----------- --------- -------- --------- ---------
Net income (loss)
from operations 17,372 (58,043) (23,493) 32,887 (437,988)
Other income and expense:
Interest expense (9,736) (12,230) (2,736) (4,420) (68,801)
Other income - - - - 57,107
---------- --------- -------- --------- ---------
Net income (loss) $ 7,636 $ (70,273) $(26,229) $ 28,467 $(449,682)
==========- ========== ======== ========= =========
Net income (loss) per
share $ (.00) $ (.01) $ (.00) $ (.00) $ (.07)
========== ========== ======== ========= =========
Average shares outstanding 7,629,000 7,962,333 7,629,000 8,129,000 6,388,875
=========== ========== ========= ========= =========
See accompanying notes to financial statements.
4
</TABLE>
<PAGE>
Best of America Corporation
(A Development Stage Company)
Statements of Cash Flows
For the Nine Months Ended September 30, 1995 and 1996, and
the Period From Inception (July 31, 1989) to September 30, 1996
(Unaudited)
Nine Months Ended Sept.30, Inception to
1995 1996 Sept. 30, 1996
------------ ------------- --------------
Cash flows from operations $(22,249) $(14,561) $(192,886)
Cash flows from investing activities:,
Increase in deposits on acquisitions - - (45,950)
Purchase of fixed assets - (1,615) (35,734)
------- --------- ---------
Net cash provided by (used in)
investing activities - (1,615) (81,684)
Cash flows from financing activities:
Reorganization - - 53
Increase (decrease) in due to
Shareholders 17,357 11,509 189,938
Repurchase of common stock - - (9,000)
Sale of common stock - 5,000 94,504
-------- ------- ---------
Net cash provided by (used in)
financing activities 17,357 16,509 275,495
-------- --------- ---------
Increase (decrease) in cash (4,892) 333 925
Cash and cash equivalents,
beginning of period 5,777 592 - .
-------- -------- ---------
Cash and cash equivalents,
end of period $ 885 $ 925 $ 925
======== ======== =========
See accompanying notes to financial statements.
5
<PAGE>
Best of America Corporation
Notes to Financial Statements
The accompanying condensed 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. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. The results of
operations for the periods presented are not necessarily indicative of the
results to be expected for the full year. The accompanying financial statements
should be read in conjunction with the Company's form 10-KSB filed for the year
ended December 31, 1995.
Income (loss) per share was computed using the weighted average number of common
shares outstanding.
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on a "going concern"
basis which contemplates the realization of assets and the liquidation of
liabilities in the ordinary course of business. The Company has incurred
operating losses during the nine months period ended September 30, 1996 of
$70,273, and since inception of $449,682 and has negative working capital of
$86,326 at September 30, 1996.
During the periods presented the Company has not generated positive cash flow
from operations and there can be no assurance that the trend will not continue.
Profitable operations are dependent upon, among other factors, the Company's
ability to obtain equity or debt financing and the Company's ability to finance,
manage, and construct car wash operations. The Company is unable to project a
level of revenue which would allow a reversal of its history of operating losses
in the near future. In this regard the Company has undertaken the raising of
additional equity capital and debt financing. The Company's continued operations
are dependent upon obtaining financing.
STOCKHOLDERS' EQUITY
During the nine months ended September 30, 1996 the Company issued 500,000
shares of its common stock in exchange for $5,000 in cash and the forgiveness of
$85,000 in debt due to a related party.
INCOME TAXES
The Company has not provided for income taxes in the accompanying statements of
operations because of operating loss carryforwards.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
1. Material Changes in Financial Condition.
----------------------------------------
During the Nine months ended September 30, 1996 the Company's principal source
of funding was derived from operations and loans from affiliates.
The Registrant's sources of liquidity for the remainder of 1996 are expected to
be generated from efforts to raise additional capital and advances from
affiliates. This capital is essential to the continued operation of the Company.
See the discussion of Capital Resources included in the Company's Report on Form
10-KSB for the year ended December 31, 1995 for additional information.
2. Material Changes in Results of Operations.
------------------------------------------
The operations of the Company for the three months and nine months ended
September 30, 1995 and 1996 include the operation of one car wash facility owned
by an affiliate. Revenue increased significantly during the three months ended
September 30, 1996 as compared to 1995 as a result of the construction and sale
of a car wash by the Company during 1996. Revenue remained relatively constant
for the nine months ended September 30, 1996 as compared to 1995.
Cost of sales, for the three months ended September 30, 1996 were higher than in
1995 as a result of the costs associated with the above described car wash sale.
Cost of sales remained relatively constant for the nine months ended September
30, 1996 as compared to 1995.
Selling general and administrative expenses were relatively constant for the
three months ended September 30, 1996 as compared to 1995 and increased
significantly for the nine months ended September 30, 1996 as compared to 1995
as a result of expanded sales efforts in 1996.
7
<PAGE>
PART II
OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Not applicable.
(b) Not applicable.
8
<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.
Best of America Corporation
(Registrant)
Dated: By:
-------------------------- ---------------------------------
President
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 925
<SECURITIES> 0
<RECEIVABLES> 50,365
<ALLOWANCES> 0
<INVENTORY> 16,556
<CURRENT-ASSETS> 73,885
<PP&E> 35,990
<DEPRECIATION> 28,509
<TOTAL-ASSETS> 132,628
<CURRENT-LIABILITIES> 160,211
<BONDS> 0
0
0
<COMMON> 348,877
<OTHER-SE> (423,034)
<TOTAL-LIABILITY-AND-EQUITY> 132,628
<SALES> 143,245
<TOTAL-REVENUES> 143,245
<CGS> 48,725
<TOTAL-COSTS> 152,563
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,230
<INCOME-PRETAX> (70,273)
<INCOME-TAX> 0
<INCOME-CONTINUING> (70,273)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (70,273)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
