<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: September 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: 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
Balance Sheet
September 30, 1997 3
Statements of Operations
Three and Nine Months
Ended September 30, 1997 and 1996 4
Statements of Cash Flows
Three and Nine Months Ended
September 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
<PAGE>4
Best of America Corporation
Balance Sheet
September 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ 4,708
Accounts receivable, net of allowance for
doubtful accounts of $ 11,333 57,707
Inventory 17,370
Note receivable - trade 25,000
Prepaid expenses 111,744
Total current assets 216,529
Property and equipment, at cost, net of
accumulated depreciation of $32,333 11,677
Patents and formulas, at cost, net of
accumulated amortization of $5,783 4,304
Deposits 26,654
Option to purchase real estate 4,000
$ 263,164
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 371,687
Due to related parties 30,498
Customer deposits 10,000
Total current liabilities 412,185
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 (524,598)
(149,021)
$ 263,164
</TABLE>
See accompanying notes to financial statements.
<PAGE>5
Best of America Corporation
Statements of Operations
For the Three and Nine Months Ended September 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Three Months
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Sales $ 79,599 $ 143,245 $ 23,206 $ 107,838
Cost of sales 41,840 48,725 10,556 42,327
Gross margin 37,759 94,520 12,650 65,511
General and administrative expenses 138,194 152,563 55,401 32,624
Income (loss) from operations (100,435) (58,043) (42,751) 32,887
Other income and (expense):
Miscellaneous income 9 1
Interest expense (25,121) (12,230) (9,697) (4,420)
(25,112) (12,230) (9,696) (4,420)
Net income (loss) $ (125,547) $ (70,273) $ (52,447) $ 28,467
Earnings (loss) per share:
Net income (loss) ($0.02) ($0.01) ($0.01) $0.00
Weighted average shares outstanding 8,129,000 7,962,333 8,129,000 8,129,000
</TABLE>
See accompanying notes to financial statements.
<PAGE>6
Best of America Corporation
Statement of Cash Flows
For the Three and Nine Months Ended September 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Three Months
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net cash provided by (used in) operating activities $ (88,479) $ (14,561) $ 34,040 $ (2,073)
Cash flows from investing activities:
Acquisition of office equipment (1,293) (1,615)
Acquisition of option on real estate (4,000) (1,000)
Net cash provided by (used in) investing activities (5,293) (1,615) (1,000)
Cash flows from financing activities:
Common Stock issued for cash 5,000
Proceeds from (payments to) related parties 47,043 11,509 (29,030) (2,126)
Net cash provided by (used in) financing activities 47,043 16,509 (29,030) (2,126)
Increase (decrease) in cash (46,729) 333 4,010 (4,199)
Cash and cash equivalents,
beginning of period 51,437 592 698 5,124
Cash and cash equivalents,
end of period $ 4,708 $ 925 $ 4,708 $ 925
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. Common stock equivalents are excluded from the
computation as their effect would be anti-dilutive.
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 ended
September 30, 1997, and 1996, aggregating $125,547 and $70,273, and has
negative working capital of $195,656 at September 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 tied 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 nine months ended September 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 $220. 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 $4,000 for an
option to purchase the present office building and adjoining land during the
nine months ended September 30, 1997, resulting in net cash used in investing
activities of $5,293.
The Company purchased office equipment of $1,615 during the nine months ended
September 30, 1996, resulting in net cash used in investing activities of
$1,615.
The Company received advances from shareholders of $47,043 during the nine
months ended September 30, 1997, resulting in net cash provided by financing
activities of $47,043
The Company received advances from shareholders of $11,509 and $5,000 of
proceeds from the sale of common stock during the nine months ended September
30, 1996, resulting in net cash provided by financing activities of $16,509.
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 nine months ended September 30, 1997, the
Company experienced a net loss of $125,547 compared to a net loss of $70,273
for the nine months ended September 30, 1996. The Company experienced
negative cash flow from operating activities of $88,479 for the nine months
ended September 30, 1997, compared to negative cash flow from operations of
$14,561 for the nine months ended September 30, 1996.
The Company received revenue of $79,599 for the nine months ended September
30, 1997, compared to $143,245 for the nine months ended September 30, 1996.
Cost of sales decreased from $48,725 during the nine months ended September
30, 1996, to $41,840 during the nine months ended September 30, 1997, due to
decreased merchandise sales.
General and administrative expenses decreased from $152,563 during the nine
months ended September 30, 1996, to $138,194 during the nine months ended
September 30, 1997, due to less money spent to acquire financing.
The Company's interest expense increased from $12,230 during the nine months
ended September 30, 1996, to $25,121 during the September months ended
September 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: _ November 20, 1997_______________________
By:_/s/ Anatole Plaisance
----------------------------
Anatole Plaisance, President
<PAGE>11
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> $4,708
<SECURITIES> $0
<RECEIVABLES> $57,707
<ALLOWANCES> $11,333
<INVENTORY> $17,370
<CURRENT-ASSETS> $0
<PP&E> $11,677
<DEPRECIATION> $32,333
<TOTAL-ASSETS> $263,164
<CURRENT-LIABILITIES> $412,185
<BONDS> $0
<COMMON> $348,930
$0
$0
<OTHER-SE> (551,245)
<TOTAL-LIABILITY-AND-EQUITY> $263,164
<SALES> $79,599
<TOTAL-REVENUES> $79,608
<CGS> $41,840
<TOTAL-COSTS> $180,034
<OTHER-EXPENSES> $0
<LOSS-PROVISION> $0
<INTEREST-EXPENSE> $25,121
<INCOME-PRETAX> $(125,547)
<INCOME-TAX> $0
<INCOME-CONTINUING> $(125,547)
<DISCONTINUED> $0
<EXTRAORDINARY> $0
<CHANGES> $0
<NET-INCOME> $(125,547)
<EPS-PRIMARY> $(.02)
<EPS-DILUTED> $(.02)
</TABLE>
