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: June 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
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(Exact Name of Registrant as specified in its charter)
COLORADO 84-1082394
------------------------------- -----------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
1338 Gausse Blvd. Suite 200
Slidell, Louisiana 70458
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(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
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PART I FINANCIAL INFORMATION
- ------ ---------------------
Balance Sheet
June 30, 1996 3
Statements of Operations
Three Months and Six Months
Ended June 30, 1995 and 1996
and Inception to June 30, 1996 4
Statements of Cash Flows
Six Months Ended
June 30, 1995 and 1996
and Inception to June 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)
June 30,
1996
-----------
Assets
- ------
Current Assets:
Cash $ 5,124
Accounts receivable 14,735
Prepaid expenses 6,363
Inventory 16,556
-----------
Total current assets 42,778
Equipment, net of accumulated
depreciation 8,042
Other assets
Deposits 45,950
Patents, net of amortization 5,563
-----------
$ 102,333
===========
Liabilities and Shareholders' Equity
- ------------------------------------
Current Liabilities:
Accounts payable - affiliates $ 54,110
Accounts payable 100,778
-----------
Total current liabilities 154,888
Notes payable - affiliates 50,070
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 (478,149)
-----------
(102,625)
-----------
$ 102,333
===========
See accompanying notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
Best of America Corporation
(A Development Stage Company)
Statements of Operations
For the Six Months and Three Months Ended June 30, 1995 and 1996,
and The period from Inception (July 31, 1989) to June 30, 1996
Six Months Ended Three Months Ended Inception to
---------------------- ---------------------- -------------
1995 1996 1995 1996 June 30, 1996
---------------------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Revenue $ 154,162 $ 35,407 $115,135 $ 19,980 $ 459,058
Cost of sales 38,209 6,398 27,858 3,422 147,782
Operating expenses 75,088 119,939 30,657 42,863 782,151
----------- --------- -------- --------- ---------
Total expenses 113,297 126,337 58,515 46,285 929,933
----------- --------- -------- --------- ---------
Net income (loss)
from operations 40,865 (90,930) 56,620 (26,305) (470,875)
Other income and expense:
Interest expense (7,000) (7,810) (5,445) (4,164) (64,381)
Other income - - - - 57,107
---------- --------- -------- --------- ---------
Net income (loss) $ 33,865 $ (98,740) $ 51,175 $ (30,469) $(478,149)
========== ========== ======== ========= =========
Net income (loss) per
share $ - $ (.01) $ .01 $ (.00) $ (.08)
========== ========== ======== ========= =========
Average shares outstanding 7,629,000 7,879,000 7,629,000 8,129,000 6,357,625
=========== ========== ========= ========= =========
See accompanying notes to financial statements.
4
</TABLE>
<PAGE>
Best of America Corporation
(A Development Stage Company)
Statements of Cash Flows
For the Six Months Ended June 30, 1995 and 1996, and
the Period From Inception (July 31, 1989) to June 30, 1996
Six Months Ended June 30, Inception to
1995 1996 June 30, 1996
------------ ------------- --------------
Cash flows from operations $ 18,953 $(12,488) $(177,178)
Cash flows from investing activities:
Increase in deposits on acquisitions - - (45,950)
Purchase of fixed assets (2,697) (1,615) (35,734)
-------- ------- --------
Net cash provided by (used in)
investing activities (2,697) (1,615) (81,684)
Cash flows from financing activities:
Reorganization - - 53
Increase (decrease) in due to
Shareholders (4,020) 13,635 178,429
Repurchase of common stock - - (9,000)
Sale of common stock - 5,000 94,504
-------- ------- ---------
Net cash provided by (used in)
financing activities (4,020) 18,635 263,986
--------- --------- ---------
Increase (decrease) in cash 12,236 4,532 5,124
Cash and cash equivalents,
beginning of period 5,777 592 -
-------- -------- ---------
Cash and cash equivalents,
end of period $ 18,013 $ 5,124 $ 5,124
======== ======== =========
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 period ended June 30, 1996 of $98,740, and since
inception of $478,149 and has negative working capital of $112,110 at June 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 period ended June 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.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
1. Material Changes in Financial Condition.
----------------------------------------
During the Six months ended June 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 six ended June 30, 1995
include the operation of one car wash facility owned by an affiliate. Revenue
decreased significantly during the three months and six months ended June 30,
1996 as compared to 1995 as a result of the construction and sale of a car wash
by the Company during 1995.
Cost of sales, which were not significant in 1996 were higher in 1995 as a
result of the costs associated with the above described car wash sale.
Selling general and administrative expenses increased by approximately $12,000
and $44,000 for the three months and six months ended June 30, 1996 as compared
to 1995 periods as a result of expanded sales efforts in 1996.
7
<PAGE>
PART II
OTHER INFORMATION
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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: August 9, 1996 By: /S/ ANATOLE PLAISANCE
----------------------------------------
President
9
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 5124
<SECURITIES> 0
<RECEIVABLES> 14735
<ALLOWANCES> 0
<INVENTORY> 16556
<CURRENT-ASSETS> 42778
<PP&E> 8042
<DEPRECIATION> 0
<TOTAL-ASSETS> 102333
<CURRENT-LIABILITIES> 154888
<BONDS> 0
0
0
<COMMON> 348877
<OTHER-SE> 26647
<TOTAL-LIABILITY-AND-EQUITY> 102333
<SALES> 35407
<TOTAL-REVENUES> 35407
<CGS> 6398
<TOTAL-COSTS> 126337
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7810
<INCOME-PRETAX> (98740)
<INCOME-TAX> 0
<INCOME-CONTINUING> (98740)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (98740)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
