<PAGE>2
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, 1997
[ ] 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)
27690 Main Street
Lacombe, Louisiana 70445
(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: x 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>3
BEST OF AMERICA CORPORATION
Index
PART I FINANCIAL INFORMATION
<TABLE>
<S> <C>
Balance Sheet
June 30, 1997 3
Statements of Operations
Three and Six Months
Ended June 30, 1997 and 1996 4
Statements of Cash Flows
Three and Six Months Ended
June 30, 1997 and 1996 5
Notes to Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7-8
PART II
Other Information 9
Signatures 10
</TABLE>
<PAGE>4
Best of America Corporation
Balance Sheet
June 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ 698
Accounts receivable, net of allowance for
doubtful accounts of $ 11,333 62,672
Inventory 20,737
Note receivable - trade 25,000
Prepaid expenses 3,462
Total current assets 112,569
Property and equipment, at cost, net of
accumulated depreciation of $31,446 12,565
Patents and formulas, at cost, net of
accumulated amortization of $5,531 4,557
Deposits 26,654
Option to purchase real estate 3,000
$ 159,345
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 191,390
Due to related parties 59,528
Customer deposits 5,000
Total current liabilities 255,918
Commitments and contingencies
Stockholders' equity:
Preferred stock, $10 par value, non-voting,
non-cumulative, non participating,
convertible, 50,000,000 shares authorized
Common stock, no par value,
1,000,000,000 shares authorized,
8,129,000 shares issued and outstanding 348,930
Paid in capital 26,647
Accumulated deficit (472,150)
(96,573)
$ 159,345
</TABLE>
See accompanying notes to financial statements.
<PAGE>5
Best of America Corporation
Statements of Operations
For the Three and Six Months Ended June 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
Six Months Three Months
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Sales $ 56,393 $ 35,407 $ 35,497 $ 19,980
Cost of sales 31,284 6,398 20,700 3,422
Gross margin 25,109 29,009 14,797 16,558
General and administrative expenses 82,793 119,939 49,315 42,863
Income (loss) from operations (57,684) (90,930) (34,518) (26,305)
Other income and (expense):
Miscellaneous income 8 (7)
Interest expense (15,424) (7,810) (8,234) (4,164)
(15,416) (7,810) (8,241) (4,164)
Net income (loss) $ (73,100) $ (98,740) $ (42,759) $ (30,469)
Earnings (loss) per share:
Net income (loss) ($0.01) ($0.01) ($0.01) ($0.00)
Weighted average shares outstanding 8,129,000 7,879,000 8,129,000 8,129,000
</TABLE>
See accompanying notes to financial statements.
<PAGE6>
Best of America Corporation
Statement of Cash Flows
For the Three and Six Months Ended June 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
Six Months Three Months
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net cash provided by (used in) operating activities $ (122,519) $ (12,488) $ (24,183) $
32,326
Cash flows from investing activities:
Acquisition of office equipment (1,293) (1,615) (1,488)
Acquisition of option on real estate (3,000) (3,000)
Net cash provided by (used in) investing activities (4,293) (1,615) (3,000)
(1,488
Cash flows from financing activities:
Common Stock issued for cash 5,000 5,000
Proceeds from (payments to) related parties 76,073 13,635 27,183
(33,349)
Net cash provided by (used in) financing activities 76,073 18,635 27,183
(28,349)
Increase (decrease) in cash (50,739) 4,532 2,489
Cash and cash equivalents,
beginning of period 51,437 592 698 2,635
Cash and cash equivalents,
end of period $ 698 $ 5,124 $ 698 $ 5,124
</TABLE>
See accompanying notes to financial statements.
<PAGE>7
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, 1996.
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 six months
ended June 30, 1997, and 1996, aggregating $73,100 and $98,740, and
has negative working capital of $143,349 at June 30, 1997.
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.
<PAGE>8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Trends and Uncertainties: The Company is structured so that it can
adjust to the trends and uncertainties in the automobile service
industry. The Company has tried to eliminate the major variables of
interest rates and operating expenses. However, as the Company has
little or no control over the demand for its products and/or
services, inflation and changing prices could have a material
effect on the future profitability of the Company.
Capital and Sources of Liquidity: During the Six months ended June
30, 1997 the Company's principal source of funding was derived from
operations and loans from shareholders.
The Company's sources of liquidity for the remainder of 1997 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, 1996 for additional information.
The Company currently has no material commitments for capital
expenditures. The Company recently moved its offices and increased
its lease obligation from a base rental of $644.50 per month to
$1,000 per month on a month-to-month basis. In addition, 800 square
feet of storage space for its parts and chemicals is leased on a
month-to-month basis for a monthly rent of $320. The increased
lease payments have a negative effect on the cash flow of the
Company. The Company believes that its existing facilities are
adequate to meet its needs for the foreseeable future.
The Company purchased office equipment of $1,293 and paid $3,000
for an option to purchase the present office building and adjoining
land during the six months ended June 30, 1997, resulting in net
cash used in investing activities of $4,293.
The Company purchased office equipment of $1,615 during the six
months ended June 30, 1996, resulting in net cash used in investing
activities of $1,615.
The Company received advances from shareholders of $76,073 during
the six months ended June 30, 1997, resulting in net cash provided
by financing activities of $76,073
The Company received advances from shareholders of $13,635 and
$5,000 of proceeds from the sale of common stock during the six
months ended June 30, 1996, resulting in net cash provided by
financing activities of $18,635.
Results of Operations:
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, and acquire manufacturing equipment.
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.
1997 Compared to 1996: For the six months ended June 30, 1997, the
Company experienced a net loss of $73,100 compared to a net loss of
$98,740 for the six months ended June 30, 1996. The Company
experienced negative cash flow from operating activities of
$122,519 for the six months ended June 30, 1997, compared to
negative cash flow from operations of $12,488 for the six months
ended June 30, 1996.
The Company received revenue of $56,393 for the six months ended
June 30, 1997, compared to $35,407 for the six months ended June
30, 1996.
Cost of sales increased from $6,398 during the six months ended
June 30, 1996, to $31,284 during the six months ended June 30,
1997, due to increased merchandise sales.
General and administrative expenses decreased from $119,939 during
the six months ended June 30, 1996, to $82,793 during the six
months ended June 30, 1997, due to less money spent to acquire
financing.
The Company's interest expense increased from $7,810 during the six
months ended June 30, 1996, to $$15,424 during the six months ended
June 30, 1997.
<PAGE>9
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.
<PAGE>10
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: July 30, 1997_______________________
By: /s/ Anatole J. Plaisance
------------------------
President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 698
<SECURITIES> 0
<RECEIVABLES> 62,672
<ALLOWANCES> 11,333
<INVENTORY> 25,000
<CURRENT-ASSETS> 112,569
<PP&E> 12,565
<DEPRECIATION> 31,446
<TOTAL-ASSETS> 159,345
<CURRENT-LIABILITIES> 255,918
<BONDS> 0
<COMMON> 348,930
0
0
<OTHER-SE> (472,150)
<TOTAL-LIABILITY-AND-EQUITY> 159,345
<SALES> 56,393
<TOTAL-REVENUES> 56,401
<CGS> 31,284
<TOTAL-COSTS> 31,284
<OTHER-EXPENSES> 82,793
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,424
<INCOME-PRETAX> (73,100)
<INCOME-TAX> 0
<INCOME-CONTINUING> (73,100)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (73,100)
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
