UNITED STATES 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 December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from _______________ to _______________
Commission file number: 1-15357
GOLDCREST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-15357-D 95-4590541
(State or Other Jurisdiction of Commission File No. (I.R.S. Employer
Incorporation or Organization Identification No.)
1621 Altivo Way, Los Angeles, California 90026
(Address of principal executive offices)
(818) 980-0929
(Registrant's telephone number, including area code)
Registrant's Name or former address and former fiscal year,
if changed since last Report:
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 twelve 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. Yes X 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:
Date: January 27, 2000
Common Stock, par value $0.001 per share.
Shares outstanding: 3,000,000
Transitional Small Business Disclosure Format (Check one): Yes ___ No X
<PAGE>
GOLDCREST COTRPORATION
(A DEVELOPMENT STAGE COMPANY)
INDEX
Part 1. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheets
December 31, 1999 1
Statements of Operations
Three Months Ended September 30,1999
For the Period from Inception (April 27, 1989) to
December 31, 1999 2
Statements of Cash Flows
Three Months Ended December 310, 1999
and for the Period from Inception (April 27, 1989)
to December 31, 1999 3
Notes to Financial Statements 4
Item 2. Plan of Operation 6
Part II. OTHER INFORMATION
Item 1. Legal proceedings
Item 2. Changes in securities
Item 3. Defaults upon senior notes
Item 4. Submission of matters to a vote of security holders
Item 5. Other information
Item 6. Exhibits and reports on Form 8-K
<PAGE>
GOLDCREST CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
At December 31, 1999 (Unaudited)
and September 30, 1999 (Audited)
<PAGE>
GOLDCREST CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1999 (Unaudited) and
September 30, 1999 (Audited)
FINANCIAL STATEMENTS
Balance Sheets............................................................1
Statements of Operations..................................................2
Statements of Cash Flows..................................................3
Notes to Financial Statements..............................................4-5
<PAGE>
GOLDCREST CORPORATION
(A Development Stage Company)
BALANCE SHEETS
ASSETS
------
December 31, September 30,
1999 1999
(Unaudited) (Audited)
----------- ---------
Current Assets: $ 0 $ 0
-------- --------
None
Total Assets $ 0 $ 0
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Due to Stockholders $ 20,175 $ 18,675
-------- --------
Total Liabilities 20,175 18,675
======== ========
Stockholders' Equity
Common Stock - 50,000,000 shares authorized;
3,000,000 shares issued and outstanding at
December 31 and September 30, 1999 @
$.001 par value 3,000 3,000
Paid-In-Capital 9,250 9,250
Deficit accumulated during the development stage (32,425) (30,925)
-------- --------
Total Stockholders' Equity (20,175) (18,675)
-------- --------
Total Liabilities and Stockholders' Equity $ 0 $ 0
======== ========
The accompanying notes are an integral part of these financial statements.
1
<PAGE>
GOLDCREST CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Period From
Months Ended April 27, 1989
December 31, (Date of
--------------------- Inception) to
1999 1998 December 31, 1999
---- ---- -----------------
Operating Expenses:
General and Administrative $ 1,500 $ 583 $ 32,425
----------- ----------- -----------
Net Profit (loss) $ (1,500) $ (583) $ (32,425)
Weighted number of shares
outstanding: 3,000,000 3,000,000 3,000,000
=========== =========== ===========
Net loss per share nil nil $ (0.01)
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
GOLDCREST CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Period From
Ended December 31, April 27, 1989
1999 1998 to December 31, 1999
---- ---- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net Profit (loss) for the periods $ (1,500) $ (583) $(32,425)
Adjustments to reconcile net (loss) to net
cash (used) by operating activities:
Increase in organization costs (250)
Amortization of organization expenses 0 0 250
Increase due to Stockholders 1,500 583 20,175
-------- -------- --------
NET CASH (USED) BY OPERATING ACTIVITIES 0 0 (12,250)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
None 0 0 (0)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 0 0 12,000
Proceeds from contributed capital 0 0 250
-------- -------- --------
NET CASH PROVIDED FROM FINANCING ACTIVITIES: 0 0 12,250
-------- -------- --------
NET INCREASE (DECREASED) IN CASH 0 0 0
CASH BALANCE, BEGINNING OF PERIOD 0 0 0
-------- -------- --------
CASH BALANCE, END OF PERIOD $ 0 $ 0 $ 0
The accompanying notes are an integral part of the financial statements.
3
</TABLE>
<PAGE>
GOLDCREST CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
This summary of significant accounting policies of Goldcrest Corporation (a
development stage Company), is presented to assist in understanding the
Company's financial statements. The financial statements and notes are
representations of the Company's management, which is responsible for their
integrity and objectivity. Management represents that these financial
statements conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.
A. Organization and Business:
--------------------------
Goldcrest Corporation (the "Company") was incorporated in the State of
Delaware on April 27, 1989. The Company is an enterprise in the
development stage as defined by Statement No. 7 of the Financial
Accounting Standard Board, and has not engaged in any significant
business other than organizational efforts. The Company intends to
merge with a privately held corporation, desirous of being publicly
traded, without effecting a securities offering of its own, and does
not propose to engage in any business activity prior to this
combination.
B. Use of Estimates:
-----------------
The preparation of financial statements in conformity with generally
accepted accounting principals requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
C. Loss Per Share:
---------------
Loss per share of common stock is computed using the weighted average
number of common shares outstanding during the periods shown.
D. Income Taxes:
-------------
The Company owes no federal income taxes. The Company has a loss carry
forward at December 31, 1999 of $32,425, which expires from 2004 to
2019. Any loss carry forward incurred prior to a change in control of
the Company may be disallowed.
4
<PAGE>
GOLDCREST CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS continued
December 31, 1999
(Unaudited)
E. Statement of Cash Flows:
------------------------
Supplemental disclosure of cash flow information is as follows:
There has been no cash paid for interest or taxes for the period April
27, 1989 (date of inception) to December 31, 1999.
2. STOCKHOLDERS' EQUITY
--------------------
On September 29, 1989, the Company sold 2,000,000 shares of its $.001 par
value common stock to its President, for par value of $2,000.
On June 18, 1991, the Company issued 1,000,000 shares of its $.001 par
value common stock to its President, in consideration for satisfying
liabilities of $10,000. These shares have subsequently been transferred to
non-related parties.
3. COMMITMENTS
-----------
The Company has no outstanding commitments or obligations, nor is it a
party to any litigation. The Company presently utilizes office space
provided by its President at no cost.
4. RELATED PARTY TRANSACTIONS
--------------------------
Since inception, the Company's President has provided working capital
advances to the Company by the payment of certain expenses totaling
$20,175. For the period from October 1, through December 31, 1999, these
advances amounted to $1,500.
5
<PAGE>
PLAN OF OPERATION
Item 2.
As of December 31, 1999, the Company had no assets and liabilities of
$20,175. In these circumstances the Company is neither able to meet its current
obligations nor provide for the operational expenses of its continued existence.
In the absence of operational capital, Management may recommend the liquidation
of the Company in which event the Company's stockholders will loose any value
their shareholding in the Company may have had.
6
<PAGE>
OTHER INFORMATION
PART II
Iten 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
None
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
GOLDCREST CORPORATION
/s/ Patrick C. Brooks
---------------------
Patrick C. Brooks
Director, President and Secretary
Date: January 27, 2000
8
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> JUN-30-2000 JUN-30-2000
<PERIOD-START> JUL-01-1999 JUL-01-1999
<PERIOD-END> SEP-30-1999 DEC-31-1999
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 0
<CURRENT-LIABILITIES> 18,675 20,175
<BONDS> 0 0
0 0
0 0
<COMMON> (30,925) (32,425)
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 0 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 2,273 1,500
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (2,273) (1,500)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (2,273) (1,500)
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
