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UNITED STATES
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the year ended December 31, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period
Commission File Number
33-37099-S
GOLDEN QUEST, INC.
(Exact name of registrant as specified in its charter)
NEVADA 91-1465664
(State of Incorporation or Organization) (IRS Employer ID Number)
5814 SOUTH 9TH EAST, SALT LAKE CITY, UTAH, 84117
(Address of Principal Executive Offices)
(801) 269-9500
(Registrant's Telephone Number)
Securities Registered Under Section 12 (b) of the Act:
NONE
(Title of Class)
Securities Registered Under Section 12 (g) of the Act:
NONE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section `3 or `5(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.
YES ( ) NO (X)
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III or any amendment to this Form
10-K. (X)
The aggregate market value based on the average bid and asked prices of the
registrant's Common Stock held by non-affiliates of the registrant at February
16, 2000, was approximately $33,942. As of February 16, 2000, there were
33,941,927 shares of the registrant's Common Stock outstanding.
<PAGE>
TABLE OF CONTENTS
PART I
Page
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of Security Members 3
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 3
Item 6. Selected Financial Data 4
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 4
Item 8. Financial Statements 5-9
Item 9. Changes in and Disagreements with Accountants 10
PART III
Item 9. Directors and Executive Officers of the Registrant 10
Item 10. Executive Compensation 10
Item 11. Security Ownership of Certain Beneficial Owners
and Management 10
Item 12. Certain Relationships and Related Transactions 10
PART IV
Item 13. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 10
Page 2 of 11
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PART I
Item 1 - BUSINESS
The Company was incorporated on August 8, 1989 as Sharus Corporation under the
laws of the State of Utah for the purpose of engaging in any lawful business
activity. On May 8, 1989, the shareholders voted to change the name of the
Company to Golden Quest, Inc., and domicile from Utah to Nevada. From May, 1989
to mid-year 1992, the Company was in the business of locating and recovering
archeological artifacts, precious metals and other valuables from shipwrecks.
The Company was unsuccessful in this endeavor and it has been inactive since
1992.
Item 2 - PROPERTIES
None.
Item 3 - LEGAL PROCEEDINGS
The Company is not aware of any lawsuits.
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the security holders during the fiscal
year ended December 31, 1999.
PART II
Item 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The registrant's common stock is quoted on the OTC-Bulletin Board ("GOQU").
FISCAL YEAR DECEMBER 31, 1999
-----------------------------
QUARTER LOW BID HIGH BID
- ------- -------- --------
January 1, 1999 to March 31, 1999 $ .001 $ .001
April 1, 1999 to June 30, 1999 $ .001 $ .001
July 1, 1999 to September 30, 1999 $ .001 $ .001
October 1, 1999 to December 31, 1999 $ .001 $ .001
As of December 31, 1999 there were 270 shareholders of the Company's common
stock.
Page 3 of 11
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Item 6 - SELECTED FINANCIAL DATA
The following data should be read in conjunction with the Company's financial
statements and notes thereto:
Year Ended 12/31/99 Year Ended 12/31/98
------------------- -------------------
Operating Revenue $ -0- $ -0-
Net (Loss) $ (96,057) $ (85,531)
Net (Loss) Per Share $ (0.0028) $ (0.0025)
Total Assets $ -0- $ -0-
Working Capital $ (1,740,034) $ (1,643,977)
Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The company has been inactive since 1992. As of December 31, 1999, the Company
had no assets. Total liabilities as of December 31, 1999 were $1,740,034.
Item 8 - FINANCIAL STATEMENTS
The following unaudited financial statements are provided pursuant to Rule
3-11 of Regulation S-X.
CONTENTS
Page
Statement of Financial Position as of December 31, 1999 and 1998 5
Statement of Operations for the Years Ended December 31, 1999 and 1998 6
Statement of Changes in Stockholders' Equity for the Years Ended
December 31, 1999 and 1998 7
Statement of Cash Flows for the Years Ended December 31, 1999 and 1998 8
Notes to Financial Statements 9
Page 4 of 11
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GOLDEN QUEST, INC. Statement of Financial Position as
(UNAUDITED) of December 31, 1999 and 1998
- ------------------------------------------------------------------------------
ASSETS
- ------
<TABLE>
1999 1998
------------ ------------
<S> <C> <C>
CURRENT ASSETS $ -0- $ -0-
------------ ------------
TOTAL ASSETS $ -0- $ -0-
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ---------------------------------------
CURRENT LIABILITIES
Accounts payable $ 123,140 $ 123,140
Advances from officer 10,648 -0-
Interest payable 752,357 666,948
Notes payable (Note 2) 853,889 853,889
------------ ------------
Total current liabilities 1,740,034 1,643,977
------------ ------------
STOCKHOLDERS' EQUITY
Common stock; $.001 par value;
50,000,000 shares authorized;
33,941,927 shares issued
and outstanding 33,942 33,942
Additional paid-in capital 649,254 649,254
Accumulated deficit (2,423,230) (2,327,173)
------------ ------------
Total stockholders' equity (1,740,034) (1,643,977)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -0- $ -0-
============ ============
</TABLE>
Prepared by Management.
The accompanying notes are an integral part of these financial statements.
Page 5 of 11
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GOLDEN QUEST, INC. Statement of Operations for the Years Ended
(UNAUDITED) December 31, 1999 and 1998
- ------------------------------------------------------------------------------
<TABLE>
1999 1998
------------ ------------
<S> <C> <C>
REVENUE $ -0- $ -0-
------------ ------------
OPERATING EXPENSES
Interest 85,409 85,409
Accounting 2,000 -0-
Consulting 5,000 -0-
Travel 976 -0-
Office 36 -0-
Licenses and fees 2,636 122
------------ ------------
Total operating expenses 96,057 85,531
------------ ------------
NET (LOSS) $ (96,057) $ (85,531)
============ ============
NET (LOSS) PER SHARE $ (0.0028) $ (0.0025)
============ ============
Prepared by Management.
The accompanying notes are an integral part of these financial statements.
Page 6 of 11
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GOLDEN QUEST, INC. Statement of Changes in Stockholders' Equity For
(UNAUDITED) the Years Ended December 31, 1999 and 1998
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
Common Stock Additional
-------------------------- Paid-in Accumulated
Shares Amount Capital Deficit Totals
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balances as of
December 31, 1997 33,941,927 $ 33,942 $ 649,254 $(2,241,642) $(1,558,446)
Net (Loss) - - - (85,531) (85,531)
------------ ------------ ------------ ------------ ------------
Balances as of
December 31, 1998 33,941,927 33,942 649,254 (2,327,173) (1,643,977)
Net (Loss) (96,057) (96,057)
------------ ------------ ------------ ------------ ------------
Balances as of
December 31, 1999 33,941,927 $ 33,942 $ 649,254 $(2,423,230) $(1,740,034)
============ ============ ============ ============ ============
Prepared by Management.
The accompanying notes are an integral part of these financial statements.
Page 7 of 11
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GOLDEN QUEST, INC. Statement of Cash Flows for the Years
(UNAUDITED) Ended December 31, 1999 and 1998
- ------------------------------------------------------------------------------
</TABLE>
<TABLE>
1999 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (96,057) $ (85,531)
Add items not requiring the use of cash:
Increase in accounts payable -0- 122
Increase in advances from officer 10,648 -0-
Increase in interest payable 85,409 85,409
------------ ------------
Net Cash Flows Provided (Used) From
Operating Activities -0- -0-
------------ ------------
NET INCREASE IN CASH -0- -0-
CASH AT BEGINNING OF YEAR -0- -0-
------------ ------------
CASH AT END OF YEAR $ -0- $ -0-
============ ============
</TABLE>
Prepared by Management.
The accompanying notes are an integral part of these financial statements.
Page 8 of 11
<PAGE>
GOLDEN QUEST, INC.
(UNAUDITED) Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on August 8, 1984 as Sharus Corporation under the
laws of the State of Utah for the purpose of engaging in any lawful business
activity. On May 8, 1989, the shareholders voted to change the name of the
Company to Golden Quest, Inc. and the domicile from Utah to Nevada. From May,
1989 to midyear 1992, the company was in the business of locating and recovering
archeological artifacts, precious metals and other valuables from shipwrecks.
The company was unsuccessful in this endeavor and since 1992, it has been
inactive.
Losses per share are computed by dividing the net loss by the weighted average
number of shares outstanding during the year.
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
NOTE 2 - NOTES PAYABLE
The company has a total of twenty notes payable outstanding with an aggregate
principal balance of $853,889. The interest rate on nineteen notes is 10% per
annum, and one note for $1,000 accrues interest at 12% per annum. All notes are
unsecured and are overdue.
NOTE 3 - GOING CONCERN
As is shown in the financial statements, the company has no assets, but has
substantial liabilities and continuing operating losses. Unless the company is
able to substantially reduce (renegotiate) its liabilities, and obtain
sufficient working capital, it will probably cease to exist.
NOTE 4 - INCOME TAXES
The company had a net operating loss carryover of $696,780 to the year ended
December 31, 1991. It is doubtful if the company has filed an income tax return
since 1991. The net operating loss carryover of $696,780 to the year ended
December 31, 1991 would commence to expire in 2000.
Page 9 of 11
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Item 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None
PART III
Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Kip Eardley, 41, the sole director of the company, has been president and
secretary of the company since October, 1999. Mr. Eardley has been
self-employed as a consultant to various public and private companies since
1989. He performs these services as president and owner of Capital Consulting
of Utah, Inc. There are no other officers of the registrant.
Item 11 - EXECUTIVE COMPENSATION
None
Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Kip Eardley, the president and secretary of the Company, owns no shares of the
Company's common stock.
Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
Item 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
None, other than what is already shown in this 10-K report.
Page 10 of 11
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Golden Quest, Inc.
(Registrant)
Dated: February 16, 2000 By /s/ Kip Eardley
------------------------------
Kip Eardley, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the capacity and on the date indicated.
Dated: February 16, 2000 By /s/ Kip Eardley
------------------------------
Kip Eardley, President
Page 11 of 11
<TABLE> <S> <C>
<ARTICLE>5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheets for Golden Quest, Inc. at December 31,
1999 and the Consolidated Statements of Operations and Deficit for the
fiscal year ended December 31, 1999 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-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> 1,740,034
<BONDS> 0
0
0
<COMMON> 33,942
<OTHER-SE> (1,773,976)
<TOTAL-LIABILITY-AND-EQUITY> (1,740,034)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,648
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 85,409
<INCOME-PRETAX> (94,057)
<INCOME-TAX> 0
<INCOME-CONTINUING> (94,057)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (94,057)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
