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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to _______________
Commission File No. 33-55254-22
CETACEAN INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 87-0438633
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2415 E. Camelback Rd. # 700 Phoenix, Arizona 85016
(Address of principal executive offices) (Zip Code)
3098 South Highland Drive, Suite 460
Salt Lake City, Utah 84106
(Former Address)
Registrant's telephone number, including area code (602) 508-6100
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. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding as of September 30, 1997
- ------------------------------------ ------------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK 5,270,141 SHARES
1
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
BASIS OF PRESENTATION
General
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows and stockholders' equity in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the nine
months ended September 30, 1997, are not necessarily indicative of the results
that can be expected for the year ending December 31, 1997.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Company has had little operational history and has yet to engage in
business of any kind, other than through two subsidiaries. The transaction to
acquire the subsidiaries was rescinded on November 4, 1997. Net loss for the
three and nine months ended September 30, 1997 was $154,061 with $108,988
related to operations discontinued effective November 4, 1997. General and
administrative expenses were $20,073 and related to trying to develop viable
operations. All risks inherent in new and inexperienced enterprises are inherent
in the Company's business. The Company has not made a formal study of the
economic potential of any business. At the present, the Company is identifying
assets and other business opportunities for acquisition. The Company has
liquidity and presently has available capital resources, such as credit lines,
and debentures, etc.
Based on current economic and regulatory conditions, and regulatory
conditions, Management believes that it is possible, if not probable, for a
company like the Company, without many assets or many liabilities, to negotiate
a merger or acquisition with a viable private company. The opportunity arises
principally because of the high legal and accounting fees and the length of time
associated with the registration process of "going public". However, should any
of these conditions change, it is very possible that there would be little or no
economic value for anyone taking over control of the Company.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Financial Statements as of September 30, 1997
27 Financial Data Schedule
(b) Reports on Form 8-K
An 8-K was filed on August 20, 1997 announcing a change in
control and acquisition of assets related to Juina Mining
Company, Inc.
2
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
CETACEAN INDUSTRIES, INC.
Dated: November 12, 1997 /s/ Craig Hurst
Craig Hurst, President and Director
3
<PAGE>
CETACEAN INDUSTRIES, INC.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
9/30/97
(Unaudited) 12/31/96
----------------- ----------------
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash in bank $ 1,627 $ 0
Receivable - former subsidiaries 7,612 0
----------------- ----------------
TOTAL CURRENT ASSETS 9,239 0
OTHER ASSETS
Organization costs 0 0
----------------- ----------------
0 0
----------------- ----------------
$ 9,239 $ 0
================= ================
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts payable $ 0 $ 0
----------------- ----------------
TOTAL CURRENT LIABILITIES 0 0
STOCKHOLDERS' EQUITY Common Stock $.001 par value:
Authorized - 100,000,000 shares
Issued and outstanding 5,270,141 shares
(1,000,000 in 1996) 5,270 1,000
Additional paid-in capital 160,030 1,000
Deficit accumulated during
the development stage (156,061) (2,000)
----------------- ----------------
TOTAL STOCKHOLDERS' EQUITY 9,239 0
----------------- ----------------
$ 9,239 $ 0
================= ================
</TABLE>
F-1
<PAGE>
CETACEAN INDUSTRIES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
4/16/86
Three Months Ended Nine Months Ended (Date of
September 30, September 30, inception) to
1997 1996 1997 1996 9/30/97
------------- -------------- ------------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
Net sales $ 0 $ 0 $ 0 $ 0 $ 0
Cost of sales 0 0 0 0 0
------------- -------------- ------------- ------------- ------------------
GROSS PROFIT 0 0 0 0
Bad debt 25,000 0 25,000 0 25,000
General and administrative expenses 20,073 0 20,073 0 22,073
------------- -------------- ------------- ------------- ------------------
45,073 0 45,073 0 47,073
------------- -------------- ------------- ------------- ------------------
Net loss before discontinued operations (45,073) 0 (45,073) 0 (47,073)
Discontinued operations:
Operations of subsidiaries which
were terminated as subsidiaries
on 11/4/97 (108,988) 0 (108,988) 0 (108,988)
------------- -------------- ------------- ------------- ------------------
NET LOSS $ (154,061) $ 0 $ (154,061) $ 0 $ (156,061)
============= ============== ============= ============= ==================
Net income (loss) per weighted
average share $ (.07) $ .00 $ (.11) $ .00
============= ============== ============= =============
Weighted average number of common
shares used to compute net income
(loss) per weighted average share 2,301,727 1,000,000 1,438,678 1,000,000
============= ============== ============= =============
</TABLE>
F-2
<PAGE>
CETACEAN INDUSTRIES, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During
Par Value $0.001 Paid-in Development
Shares Amount Capital Stage
-------------- -------------- -------------- --------------
Balances at 4/16/86
<S> <C> <C> <C> <C>
(Date of inception) 0 $ 0 $ 0 $ 0
Issuance of common stock
(restricted) at $.002 per
share at 5/29/86 1,000,000 1,000 1,000
Net loss for period (1,950)
-------------- -------------- -------------- --------------
Balances at 12/31/86 1,000,000 1,000 1,000 (1,950)
Net loss for year (10)
-------------- -------------- -------------- --------------
Balances at 12/31/87 1,000,000 1,000 1,000 (1,960)
Net loss for year (10)
-------------- -------------- -------------- --------------
Balances at 12/31/88 1,000,000 1,000 1,000 (1,970)
Net loss for year (10)
-------------- -------------- -------------- --------------
Balances at 12/31/89 1,000,000 1,000 1,000 (1,980)
Net loss for year (10)
-------------- -------------- -------------- --------------
Balances at 12/31/90 1,000,000 1,000 1,000 (1,990)
Net loss for year (10)
-------------- -------------- -------------- --------------
Balances at 12/31/91 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- -------------- --------------
Balances at 12/31/92 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- -------------- --------------
Balances at 12/31/93 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- -------------- --------------
Balances at 12/31/94 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- -------------- --------------
Balances at 12/31/95 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- -------------- --------------
Balances at 12/31/96 1,000,000 1,000 1,000 (2,000)
Issuance of restricted stock
for subsidiaries and
services at $.001:
8/26/97 (1) 2,742,000 2,742
9/15/97 (1) 1,458,341 1,458
Stock sold for cash at:
$2.24 8/29/97 55,000 55 122,945
$2.50 9/15/97 5,000 5 12,495
$2.25 9/15/97 3,600 4 8,096
$2.50 9/26/97 6,200 6 15,494
Net loss for period (154,061)
-------------- -------------- -------------- --------------
Balances at 9/30/97 5,270,141 $ 5,270 $ 160,030 $ (156,061)
============== ============== ============== ==============
</TABLE>
(1) A total of 2,516,845 of these shares were canceled in November when
certain transactions were rescinded.
F-3
<PAGE>
CETACEAN INDUSTRIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
4/16/86
Nine months (Date of
Ended September 30, Inception) to
1997 1996 9/30/97
--------------- --------------- ----------------
OPERATING ACTIVITIES
<S> <C> <C> <C>
Net (loss) $ (154,061) $ 0 $ (156,061)
Adjustments to reconcile net (loss) to cash used
by operating activities:
Stock issued for expenses 4,200 0 4,200
Amortization 0 0 50
--------------- --------------- ----------------
NET CASH USED
BY OPERATING ACTIVITIES (149,861) 0 (151,811)
INVESTING ACTIVITIES
Loans to subsidiaries (7,612) 0 (7,612)
Organization costs 0 0 (50)
--------------- --------------- ----------------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES (7,612) 0 (7,662)
FINANCING ACTIVITIES
Proceeds from sale of common stock 159,100 0 161,100
--------------- --------------- ----------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 159,100 0 161,100
--------------- --------------- ----------------
INCREASE IN CASH
AND CASH EQUIVALENTS 1,627 0 1,627
Cash and cash equivalents at beginning of year 0 0 0
--------------- --------------- ----------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 1,627 $ 0 $ 1,627
=============== =============== ================
</TABLE>
F-4
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from Cetacean Industries, Inc. September 30, 1997 financial
statements and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<CIK> 0000894531
<NAME> Cetacean Industries, Inc.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,627
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,239
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,239
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 5,270
<OTHER-SE> 3,969
<TOTAL-LIABILITY-AND-EQUITY> 9,239
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 45,073
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (154,061)
<INCOME-TAX> 0
<INCOME-CONTINUING> (45,073)
<DISCONTINUED> (108,988)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (154,061)
<EPS-PRIMARY> (.11)
<EPS-DILUTED> (.11)
</TABLE>
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