<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: March 31, 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: 7,629,000
Transitional Small Business Disclosure Format. YES: NO: X
<PAGE>3
BEST OF AMERICA CORPORATION
Index
PART I FINANCIAL INFORMATION
<TABLE>
<S> <C>
Balance Sheet
March 31, 1997 4
Statements of Operations
Three Months
Ended March 31, 1997 and 1996 5
Statements of Cash Flows
Three Months Ended
March 31, 1997 and 1996 6
Notes to Financial Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
PART II
Other Information 9
Signatures 10
</TABLE>
<PAGE>4
Best of America Corporation
Balance Sheet
March 31, 1997
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
Current assets:
<S> <C>
Cash 698
Accounts receivable, net of allowance for
doubtful accounts of $ 11,333 83,321
Inventory 23,049
Note receivable - trade 25,000
Prepaid expenses 3,929
Total current assets 135,927
Property and equipment, at cost, net of
accumulated depreciation of $30,542 13,468
Patents and formulas, at cost, net of
accumulated amortization of $5,278 4,809
Deposits 26,254
180,928
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 200,593
Due to related parties 32,345
Customer deposits 1,714
Total current liabilities 234,652
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 (429,301)
(53,724)
180,928
</TABLE>
See accompanying notes to financial statements.
<PAGE>5
Best of America Corporation
Statements of Operations
For the Three Months Ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Sales 20,896 15,427
Cost of sales 10,584 2,976
Gross margin 10,402 12,451
General and administrative expenses 33,478 77,076
Income (loss) from operations (23,076) (64,625)
Other income and (expense):
Miscellaneous income 15
Interest expense (7,190) (3,646)
Net income (loss) (30,251) (68,271)
Earnings (loss) per share:
Net income (loss) (0.00) (0.01)
Weighted average shares outstanding 8,129,000 7,629,000
</TABLE>
See accompanying notes to financial statements.
<PAGE>6
Best of America Corporation
Statement of Cash Flows
For the Three Months Ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Net cash provided by (used in) operating activities (98,336) (44,814)
Cash flows from investing activities:
Acquisition of office equipment (1,293) (127)
Cash flows from financing activities:
Proceeds from (payments to) related parties 48,890 46,984
Increase (decrease) in cash (50,739) 2,043
Cash and cash equivalents,
beginning of period 51,437 592
Cash and cash equivalents,
end of period 698 2,635
</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 periods ended
March 31, 1997, and 1996, aggregating $30,251 and $68,271, and has
negative working capital of $98,655 at March 31, 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.
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 automobile service industry. The Company
has tried to eliminate the major variables of interest rates and operating
expense. However, as the Company has little or no control as 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 Three months ended March 31,
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.
The Company currently has no material commitments for capital expenditures.
The Company recently moved its offices where by its lease obligation
increased from a base rental of $644.50 per month to $1,000 per month on a
month to month basis. Additionally, 800 square feet of storage for its
parts and chemicals is leased on a month-to-month basis at a monthly lease
fee of $220.00. The increase lease payments have a negative effect on the
cash flow of the Company. The Company believes that its existing facility
is adequate to meet its needs for the foreseeable future.
The Company purchased office equipment of $1,293 for the three months ended
March 31, 1997 resulting in cash used in investing activities of $1,293.
The Company purchased office equipment of 127 for the three months ended
March 31, 1996 resulting in cash used in investing activities of $127.
The Company received advances from shareholders of $48,890 in the three
months ended March 31, 1996. As a result, net cash of $48,890 was provided
by financing activities for the three months ended March 31, 1996.
The Company received advances from shareholders of $46,984 in the three
months ended March 31, 1995. As a result, net cash of $46,984 was provided
by financing activities for the three months ended March 31, 1995.
<PAGE>8
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 complete the acquisition of 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.
The Company's continued operations are dependent upon obtaining financing.
1996 compared to 1995. For the three months ended March 31, 1996, the
Company experienced a net loss of $(30,251) compared to a net loss from
operating activities of $(68,271) at March 31, 1995. The Corporation
experienced a negative cash flow from operating activities of
$98,336 for the three months ended March 31, 1996 compared to a negative cash
flow of $44,814 for March 31, 1995.
The Corporation received revenue of $20,999 for the three months ended March
31, 1996 compared to $15,427 for the same period in 1995.
Cost of sales increased from $2,976 in 1995 to $10,584 in 1996 due to the
sale and lease back of the above described car wash.
General and administrative expenses decreased from $77,076 for the three
months ended March 31, 1995 to $33,478 for the three months ended March 31,
1995 due to increased operations associated with the leased car wash and the
attempts to acquire additional properties.
The Corporation's interest expense increased from $3,646 for the three months
ended March 31, 1995 to $7,190 for the three months ended March 31, 1996.
<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: 6/7/97
/s/ Anatole J. Plaisance
- ------------------------------
By: Anatole J. Plaisance
President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> Mar-31-1997
<CASH> 698
<SECURITIES> 0
<RECEIVABLES> 94,654
<ALLOWANCES> 11,333
<INVENTORY> 23,049
<CURRENT-ASSETS> 135,997
<PP&E> 44,010
<DEPRECIATION> 30,542
<TOTAL-ASSETS> 180,928
<CURRENT-LIABILITIES> 234,652
<BONDS> 0
<COMMON> 348,930
0
0
<OTHER-SE> (402,654)
<TOTAL-LIABILITY-AND-EQUITY> 180,928
<SALES> 20,986
<TOTAL-REVENUES> 21,001
<CGS> 10,584
<TOTAL-COSTS> 43,880
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,190
<INCOME-PRETAX> (30,251)
<INCOME-TAX> 0
<INCOME-CONTINUING> (30,251)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (30,251)
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
