SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended Commission file number
September 30, 2000 33-27042-NY
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FINANCIAL EXPRESS CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 93-0996537
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(State of other jurisdiction (IRS Employer
of incorporation) Identification Number)
P. O. Box 974, Rancho Santa Fe, California 92067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (760) 632-0312
--------------
Securities registered pursuant to Section 12(b) of the Act:
NONE NONE
------ ------
(Title of Each Class) (Name of Each Exchange
on which Registered)
Securities registered pursuant to Section 12 (g) of the Act:
Common
----------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 such filing
requirements for the past 90 days.
(1) Yes No X ** (2) Yes X No
----- ----- ----- -----
The number of shares of the Common Stock of the registrant outstanding as of
September 30, 2000 was 3,704,900. The aggregate common stock held by
non-affiliates on September 30, 2000 was approximately 204,900 shares.
Documents incorporated by reference: NONE
------------------------------------
<PAGE>
FINANCIAL EXPRESS CORPORATION
=============================
INDEX
Page No.
Part I. Financial Information -------
------ ---------------------
Item 1. Financial Statements (Unaudited)
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Balance Sheets - at September 30, 2000 and
December 31, 1999 3
Statements of Operations - for the
quarters ended September 30, 2000
and September 30, 1999 4
Statement of Cash Flows - for the
quarters ended September 30, 2000
and September 30, 1999 5
Notes to Financial Statements 6
Item 2. Management's Discussion and
------
Analysis of Financial Cond-
ition and Results of Operations 8
Item 3. Quantitative and Qualitative
------ Disclosures About Market Risk 8
Part II. Other Information
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Item 4. Submission of Matters to a
------ Vote of Security Holders 9
Item 5. Other Information 9
------
Item 6. Exhibits and Reports on Form 8-K 9
------
2
<PAGE>
FINANCIAL EXPRESS CORPORATION
(a development stage enterprise)
Balance Sheets
September 30, 2000 and December 31, 1999
Assets
Sept 30 December 31
--------- ---------
Total assets $ -- $ --
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accrued professional fees $ 16,150 $ 16,150
Due to officer 2,150 2,150
--------- ---------
Total current liabilities 18,300 18,300
Stockholders' equity:
Common stock $.001 par value;
25,000,000 shares
authorized; 3,704,900
issued and outstanding 3,705 3,705
Additional paid in-capital 408,641 408,641
Losses accumulated during the
development stage (430,646) (430,646)
--------- ---------
Total stockholders' equity (18,300) (18,300)
--------- ---------
Total liabilities
and stockholders' equity $ -- $ --
========= =========
See accompanying notes
3
<PAGE>
FINANCIAL EXPRESS CORPORATION
(a development stage enterprise)
STATEMENTS OF OPERATIONS
For the quarters ended September 30, 2000 and 1999
2000 1999
---------------- ---------------
Income $ -- $ --
Operating expenses:
Amortization -- --
Total operating expenses -- --
---------------- ---------------
Net loss $ -- $ --
================ ===============
Loss per share $ -- $ --
================ ===============
Weighted average
shares outstanding -- --
================ ===============
See accompanying notes
4
<PAGE>
FINANCIAL EXPRESS CORPORATION
(a development stage enterprise)
STATEMENTS OF CASH FLOWS
For the quarters ended September 30, 2000 and 1999
(Unaudited)
2000 1999
--------- ---------
Net income (loss) $ -- $ --
Add items to reconcile net
loss to working capital
used by operations:
Amortization -- --
--------- ---------
Working capital provided by operations -- --
--------- ---------
Net cash flows $ -- $ --
========= =========
See accompanying notes
5
<PAGE>
FINANCIAL EXPRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS
September 30, 2000
1. Summary of significant accounting principles
--------------------------------------------
General
-------
Financial Express Corporation (the "Company") was originally incorporated
in the State of Nevada on January 5, 1989, as Harley Equities, Inc. ("Harley"),
and was formed to purchase, merge with or acquire any business or assets which
management believed had the potential for being profitable. Through a series or
transactions, Harley acquired all of the stock of Financial Express Corporation,
a Delaware corporation and development stage enterprise organized to develop and
commercialize a distinctive nationwide service for processing and clearing
checks and other bank transactions. The only assets of the acquired Company
consisted of intangible assets comprised of intellectual properties, vendor
relationships and customer relationships established during the development of
the service. In connection with the transaction, the Company changed its name to
Financial Express Corporation.
Presentation
------------
The Company's 2000 financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As shown in the
financial statements, the Company has a working capital deficit, and currently
has not been able to bring its product to the marketplace. While the Company
expects profits over the long term, the Company is currently seeking additional
working capital and equity capital to fund the marketing and further development
of the Company's product. The Company is continuing to pursue various investment
and merger opportunities in its efforts to reach its investment and business
objectives.
The Company's continued existence is dependent upon its ability to finance
continued product development and marketing programs by the acquisition of
additional equity or debt financing, or in the procurement of a suitable merger
candidate. While pursuing such opportunities, the Company must continue to
operate on the limited resources by the Company's officers.
6
<PAGE>
FINANCIAL EXPRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS
September 30, 2000
1. Summary of significant accounting principles (continued)
--------------------------------------------------------
Intangible assets
-----------------
Intangible assets are carried at cost, and are comprised of intellectual
properties and vendor and potential customer relationships. Amortization is
provided using the straight-line method over five years.
2. Capitalization
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In June 1990 the Company sold on a firm commitment basis 16,000 units at
$6.00 per unit. Each unit consisted of one share of common stock par value of
$.001 and sixteen Redeemable Stock Purchase Warrants each warrant capable of
purchasing one share of common stock as follows:
Exercise
Warrant Total Price
Class Per Unit Warrants Expiration date Per Share
----- -------- -------- --------------- ---------
A 16 256,000 June 1, 2002 $5.50
B 16 256,000 June 1, 2002 $6.00
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
------ -----------------------------------------------------------------------
of Operations
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The Company's had no transactions during the current quarter and year to
date for this year or the prior year as the company had no operating activities.
Therefore there is no change between this year and last year.
Management is pursuing various alternatives in an attempt to solve its
liquidity problems, such as the sale of assets and the possible acquisition of
additional equity financing.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
------ ----------------------------------------------------------
We have no material changes to the disclosure on this matter made in our
report on form 10-K for the year ended December 30, 1999.
8
<PAGE>
PART II Other Information.
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Item 4. Submission of Matters to a Vote of Security Holders.
------ ---------------------------------------------------
None
Item 5. Other Information.
------ -----------------
Not applicable
Item 6. Exhibits and Reports on Form 8-K
------ --------------------------------
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized
FINANCIAL EXPRESS CORPORATION
By: /s/ Frank Baldwin Date: October 29, 2000
----------------------------
Frank Baldwin
President and director
9
