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 quarter ended January 31, 1999
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 000-24459
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THE THEME FACTORY, INC.
-----------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 62-1386351
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
9005 Cobble Canyon Lane
Sandy, Utah 84093
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 942-0555
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes No X
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has 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 a court. Yes____ No ___
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
November 5, 1999
Common - 1,417,493 shares
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
Transitional Small Business Issuer Format Yes X No
--- ---
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes. In the opinion
of management, the Consolidated Financial Statements fairly present the
financial condition of the Company.
<PAGE>
THE THEME FACTORY, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
January 31, 1999 and April 30, 1998
<PAGE>
<TABLE>
THE THEME FACTORY, INC.
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
January 31, April 30,
1999 1998
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
Total current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 8,191 $ 3,291
Taxes payable 86,810 86,810
Accrued interest payable 70,397 63,886
Total Liabilities 165,398 153,987
STOCKHOLDERS EQUITY (DEFICIT)
Common stock; authorized 25,000,000 common
shares at $0.001 par value; 1,417,493 shares
issued and outstanding 1,417 1,417
Additional paid-in capital 99,871 99,871
Deficit accumulated during the development
stage (266,686) (255,275)
Total Stockholders Equity (Deficit) (165,398) (153,987)
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT) $ - $ -
</TABLE>
<TABLE>
THE THEME FACTORY, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
November 13,
For the Three Months For the Nine Months 1989 Through
Ended January 31, Ended January 31, January 31,
1999 1998 1999 1998 1999
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and
administrative 1,403 997 4,901 13,076 19,026
Total Expenses 1,403 997 4,901 13,076 19,026
LOSS FROM OPERATIONS (1,403) (997) (4,901) (13,076) (19,026)
OTHER EXPENSES
Interest expense 2,170 3,509 6,510 10,527 101,130
Total Other Expenses 2,170 3,509 6,510 10,527 101,130
LOSS FROM DISCONTINUED
OPERATIONS - - - - (146,530)
NET LOSS $ (3,573) $(4,506) $(11,411) $ (23,603)$(266,686)
BASIC LOSS PER
SHARE $ (0.00) $ (0.00) $ (0.01) $ (0.02)
</TABLE>
<TABLE>
THE THEME FACTORY, INC.
(A Development Stage Company)
Statements of Stockholders Equity (Deficit)
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
Balance on inception - $ - $ - $ -
Issuance of common stock from
inception on November 13, 1989
to April 30, 1994 22,155 22 90,432 -
Net loss from inception on
November 13, 1989 through
April 30, 1994 - - - (191,656)
Balance, April 30, 1994 22,155 22 90,432 (191,656)
Net loss for the year ended
April 30, 1995 - - - (11,713)
Balance, April 30, 1995 22,155 22 90,432 (203,369)
Net loss for the year ended
April 30, 1996 - - - (11,322)
Balance, April 30, 1996 22,155 22 90,432 (214,691)
Net loss for the year ended
April 30, 1997 - - - (12,424)
Balance, April 30, 1997 22,155 22 90,432 (227,115)
Issuance of common stock
at $0.10 per share 20,338 20 2,014 -
Issuance of common stock for
services at $0.10 per share 75,000 75 7,425 -
Issuance of common stock for
services at $0.001 per share 1,300,000 1,300 - -
Net loss for the year ended
April 30, 1998 - - - (28,160)
Balance, April 30, 1998 1,417,493 1,417 99,871 (255,275)
Net loss for the nine months
ended January 31, 1999 - - - (11,411)
Balance, January 31, 1999
(unaudited) 1,417,493 $ 1,417 $ 99,871 $(266,686)
</TABLE>
<TABLE>
THE THEME FACTORY, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
November 13,
For the Three Months For the Nine Months 1989 Through
Ended January 31, Ended January 31, January 31,
1999 1998 1999 1998 1999
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (3,573) $ (4,506) $ (11,411) $ (23,603) $ (266,686)
Adjustments to
reconcile net
loss in operating
activities:
Common stock issued
for services - - - 10,834 10,834
Changes in assets
and liabilities:
Increase (decrease)
in accrued
expenses 2,170 3,509 6,510 10,527 158,556
Increase (decrease)
in accounts
payable 1,403 997 4,901 2,242 8,007
Net Cash Used
by Operating
Activities - - - - (89,289)
CASH FLOWS FROM INVESTING
ACTIVITIES - - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common
stock - - - - 89,289
Net Cash Provided
by Financing
Activities - - - - 89,289
NET INCREASE (DECREASE)
IN CASH - - - - -
CASH AT BEGINNING OF
PERIOD - - - - -
CASH AT END OF
PERIOD $ - $ - $ - $ - $ -
CASH PAID DURING THE YEAR FOR:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
</TABLE>
THE THEME FACTORY, INC.
(A Development Stage Company
Notes to the Financial Statements
January 31, 1999 and April 30, 1998
NOTE 1 - FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the
Company without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash
flows at January 31, 1999 and for all periods presented have been
made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with general accepted
accounting principles have been condensed or omitted. It is
suggested that these financial statements be read in conjunction
with the financial statements and notes thereto included in the
Company s April 30, 1998 audited financial statements. The results
of operations for the periods ended January 31, 1999 are not
necessarily indicative of the operating results for the full year.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or
had any revenues from operations during the last quarter or the past two
fiscal years. The Company's plan of operation for the next 12 months is to
continue to seek the acquisition of assets, properties or businesses that may
benefit the Company and its stockholders. Management anticipates that to
achieve any such acquisition, the Company will issue shares of its common
stock as the sole consideration for any such acquisition.
During the next 12 months, the Company's only foreseeable
cash requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing or
investigating any potential business venture. Such funds may
be advanced by management or stockholders as loans to the Company. Because
the Company has not identified any such venture as of the date of this Report,
it is impossible to predict the amount of any such loans or advances.
However, any such loans or advances should not exceed $25,000 and will be on
terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this
Report, the Company is not involved in any negotiations respecting any such
acquisition.
Results of Operations.
- ----------------------
Other than restoring and maintaining its good corporate standing in the
State of Nevada, compromising and settling its debts and seeking the
acquisition of assets, properties or businesses that may benefit the Company
and its stockholders, the Company has had no material business operations
during the two most recent fiscal years.
At January 31, 1999, the Company had $0 in assets and $165,398 in
liabilities. The Company had no revenues for the three months ended January
31, 1999 and 1998, with $3,573 and $4,506 in expenses, for net losses of
($3,573) and ($4,506), respectively.
Liquidity
- ---------
At January 31, 1999, the Company had no current assets, with total
current liabilities of $165,398. Total stockholder's equity was ($165,398).
Year 2000.
- ---------
Because the Company is not presently engaged in any substantial
business operations, management does not believe that computer problems
associated with the change of year to the year 2000 will have any material
effect on its operations. However, the possibility exists that the Company
may merge with or acquire a business that will be negatively affected by the
"year 2000" problem. The effect of such problem or the Company in the future
can not be predicted with any accuracy until such time as the Company
identifies a merger or acquisition target.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security holders
during the second quarter of the fiscal year covered by this Report or
during the two previous fiscal years.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
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.
THE THEME FACTORY, INC.
Date: 11/5/99 By/s/David C. Merrell
------- --------------------------------------
David C. Merrell
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
THE THEME FACTORY, INC.
Date: 11/5/99 By/s/David C. Merrell
-------- ------------------------------------
David C. Merrell
President and
Director
Date: 11/5/99 By/s/Todd D. Ross
-------- ------------------------------------
Todd D. Ross
Secretary/Treasurer and Director
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-2000
<PERIOD-END> JAN-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 165398
<BONDS> 0
0
0
<COMMON> 1417
<OTHER-SE> (166815)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4901
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6510
<INCOME-PRETAX> (11411)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11411)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
