FORM 10-Q SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 33-37751-D
FIELDCREST CORP.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 84-1130229
_______________________________ __________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2111 Canyon Crest Avenue, San Ramon, California 94583
___________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(510) 735-0952
________________________________________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
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.
Yes X No
___ ___
Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of the latest practicable date.
Shares Outstanding
Class of Securities at July 31, 1997
___________________ ___________________
Common Stock, par value $.00001 per share 38,429,000
Transitional Small Business Disclosure Format
Yes No X
___ ___
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements.
Accountants' Disclaimer of Opinion ....................... 3
Balance Sheet ............................................ 4
Statements of Operations ................................. 5
Statements of Cash Flows ................................. 6
Notes to Financial Statements ............................ 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............8-9
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K. ....................... 10
Signatures .............................................. 11
<PAGE>
The Board of Directors
Fieldcrest Corp.
The accompanying balance sheets of Fieldcrest Corp. (a development stage
company) as of June 30, 1997 and the related statements of operations and
cash flows for the period then ended were not audited by us and, accordingly,
we do not express an opinion on them
Aurora, Colorado
August 15, 1997
COMISKEY & COMPANY
PROFESSIONAL CORPORATION
3
<PAGE>
Fieldcrest Corp.
(A Development Stage Company)
BALANCE SHEET
June 30, 1997
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,673
--------
Total current assets 1,673
--------
TOTAL ASSETS $ 1,673
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 162
Accounts payable - related party 185
--------
Total current liabilities 347
STOCKHOLDERS' EQUITY
Preferred stock, $0.00001 par value; 20,000,000
shares authorized; no shares issued and
outstanding -
Common stock, $0.00001 par value; 500,000,000
shares authorized; 38,429,000 shares issued
and outstanding 384
Additional paid-in capital 31,530
Deficit accumulated during the development
stage (30,588)
-------
Total stockholders' equity 1,326
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,673
=======
The accompanying notes are an integral part of the financial statements
4
<PAGE>
Fieldcrest Corp.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Period
December 1,
1989
(Inception) For the three months
to June 30, ended June 30,
1997 1997 1996
------------- ------------ ------------
REVENUES
Investment income $ 2,711 $ - $ -
------------- ------------ ------------
EXPENSES
General & administrative 32,423 112 1,726
Amortization 876 - -
------------- ------------ ------------
Total expenses 33,299 112 1,726
------------- ------------ ------------
NET LOSS (30,588) (112) (1,726)
Accumulated deficit
Balance, beginning of period - (30,476) (26,801)
------------- ------------ ------------
Balance, end of period $ (30,588) $ (30,588) $ (28,527)
============= ============ ============
NET LOSS PER SHARE $ (NIL) $ (NIL) $ (NIL)
============= ============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 34,937,632 38,429,000 38,429,000
============= ============ ============
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
Fieldcrest Corp.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<S> <C> <C> <C>
Period
December 1,
1989
(Inception) For the three months
to June 30, ended June 30,
1997 1997 1996
------------- ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (30,588) $ (112) $ (1,726)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization 876 - -
Increase (decrease) in
accounts payable 162 112 960
Increase in accounts
payable - related party 185 - 85
------------- ------------ -----------
Net cash used by
operating activities (29,365) - (681)
CASH FLOWS FROM INVESTING
ACTIVITIES
Increase in organizational
costs (876) - -
------------- ------------ -----------
Net cash used by investing
activities (876) - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock 77,370 - -
Deferred offering costs paid (26,016) - -
Statutory escrow contribution (19,440) - -
------------- ------------ -----------
Net cash provided by financing
activities 31,914 - -
------------- ------------ -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 1,673 - (681)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 1,673 5,668
------------- ------------ -----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 1,673 $ 1,673 $ 4,987
============ =========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements
6
[FN]
<PAGE>
Fieldcrest Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
1. Management's representation of interim financial information
------------------------------------------------------------
The accompanying financial statements have been prepared by Fieldcrest
Corp. without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
as allowed by such rules and regulations, and management believes
that the disclosures are adequate to make the information presented
not misleading. These financial statements include all of the adjustments
which, in the opinion of management, are necessary to a fair
presentation of financial position and results of operations. All
such adjustments are of a normal and recurring nature. These financial
statements should be read in conjunction with the audited financial
statements at March 31, 1997.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
Fieldcrest Corp (the "Company") completed the initial public offering
of its securities in August of 1991, receiving gross proceeds of $47,250.
Total costs of the offering amounted to $26,016. The net proceeds of the
offering, therefore, amounted to $21,234.
Pursuant to the Colorado Securities Act and based upon actual and estimated
offering costs, $19,440 of that amount was deposited into escrow. By law,
funds may not be released from the escrow until such time as the Company shall
devote to an identified business an amount equal to or greater than 50% of the
gross proceeds of the offering. Moreover, the escrowed funds were to be
distributed pro rata to the then holders of shares of common stock purchased
in the offering (the "Shares") upon the second anniversary of the effective
date of the Company's prospectus, unless the escrow was extended by a majority
vote of the holders of those Shares. The escrow could not, in any event, be
extended beyond a period of four years from the effective date of the
Company's prospectus (February 12, 1991).
The Company had not, as of the fourth anniversary of the effective date
of the prospectus (February 12, 1995), enter into any arrangement to satisfy
the condition to release the escrowed funds. Accordingly, management
distributed the escrowed funds to the holders of Shares on a pro rata basis
in the last quarter of fiscal 1995.
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of net proceeds from its public
offering and a minimal amount of inside capitalization funds, and the
distribution of escrowed funds as described in the preceding paragraph. As
of June 30, 1997, the Company had on deposit $1,673.
The Company's cash resources are not expected to be adequate to
cover its anticipated needs for the remainder of fiscal 1997, and should the
Company identify and pursue, in a significant manner, a business
opportunity during fiscal 1997, the Company is likely to
incur significant additional expenses. The Company expects to meet such
expenses by seeking to have payment of them deferred until after the
combination shall have been consummated or, in the alternative, by obtaining
further additional capital contributions or loans from the Company's
founding stockholders.
Should the Company fail to complete a business combination before the end
of the fiscal year ended March 31, 1998, the Company expects to meet its
future expenses by obtaining additional capital from the Company's
founding stockholders as described above.
8
<PAGE>
Results of Operations
The net loss for the first quarter of the fiscal year ended March 31,
1998 is less than the loss experienced in the same period of the preceding
year. The Company experienced net losses of $112 and $1,726, respectively,
during the quarters ended June 30, 1997 and 1996. The decrease in expenses
and the resulting decrease in net loss is attributable primarily to the
timing of invoices and professional services performed and management
does not believe this reflects a trend toward decreased expenses.
9
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
None
(b) Reports on Form 8-K
None
10
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this quarterly report on
Form 10-QSB to be signed on its behalf by the undersigned, duly authorized.
Date: August 19, 1997 FIELDCREST CORP.
By:/s/ Heather Zane Anderson
-------------------------
Heather Zane Anderson, President
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENTS OF LOSS AND ACCUMULATED DEFICIT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH 10QSB FOR THE QUARTER ENDED JUNE 30, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> JUN-30-1997
<CASH> 1673
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1673
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1673
<CURRENT-LIABILITIES> 347
<BONDS> 0
0
0
<COMMON> 384
<OTHER-SE> 942
<TOTAL-LIABILITY-AND-EQUITY> 1673
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 112
<LOSS-PROVISION> (112)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
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<EPS-PRIMARY> (0.001)
<EPS-DILUTED> (0.001)
</TABLE>
