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Previous: CASELLA WASTE SYSTEMS INC, PRE 14A, 1998-08-20 |
Next: CENTAUR PHARMACEUTICALS INC, S-1/A, 1998-08-20 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB\A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from __________________
to __________________
Commission File Number 0-22310
LAS VEGAS AIRLINES, INC.
(Exact Name of Registrant as specified in its Charter)
Delaware 33-0564327
(State or other Jurisdiction of I.R.S. Employer Identi-
Incorporation or Organization fication No.)
24901 Dana Point Harbor Drive, Suite 200, Dana Point, California 926290
(Address of Principal Executive Offices) (Zip Code)
(949) 488-8494
(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant (i) 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 (of for such shorter period that the
Registrant was required to file such reports) and (ii) 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 Common Stock, as of the latest practicable date.
Common Stock, $.001 par value 3,816,600
- ---------------------------------- ------------------
Title of Class Number of Shares outstanding
at June 30, 1998
No exhibits included.
1
<PAGE>
<TABLE>
<CAPTION>
LAS VEGAS AIRLINES, INC.
Statements of Financial Position
ASSETS
March 31, June 30,
1998 1998
CURRENT ASSETS - CASH $ $ 108,208
-------------- --------------
<S> <C> <C>
NOTE RECEIVABLE 50,000 50,000
EQUITY INVESTMENT -- 500,000
DEPOSIT -- 10,000
MARKETING RIGHTS -- 50,000
TOTAL ASSETS $ 50,000 $ 718,208
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 15,188 $ 59,949
Note payable - related party 50,000 60,100
Note payable - acquisition (Note 6) 250,000
Total Current Liabilities $ 65,188 $ 370,049
STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value; 1,000,000 shares
authorized; no shares issued and outstanding
Common Stock, $.001 par value; 20,000,000 shares
authorized; 3,624,600 and 3,816,600 shares
issued and outstanding 3,625 3,817
Additional paid-in Capital 821 480,629
Accumulated deficit during the development stage (19,634) (136,287)
TOTAL STOCKHOLDERS' EQUITY (15,188) 348,159
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 50,000 $ 718,208
</TABLE>
The accompanying notes are an integral part of the financial
statements.
2
<PAGE>
<TABLE>
<CAPTION>
LAS VEGAS AIRLINES, INC.
Statements of Operations
CUMULATIVE
FROM
FOR THE FOR THE IN-
THREE MONTHS THREE MONTHS (May 4,1992)
ENDED TO ENDED TO TO
June 30, 1997 June 30, 1998 June 30, 1998
------------- ------------- -------------
REVENUES $ $ $
---------------------------------------------- ---------- -
OPERATING EXPENSES
<S> <C> <C> <C>
General and Administrative 15 116,653 136,016
Amortization 5 271
--------------- ------------ ------------
TOTAL OPERATING EXPENSES 20 116,653 136,287
NET (Loss) $ (20) $ (116,653) $ (136,287)
=============== ============ ============
NET (Loss) PER SHARE $ (Nil) $ (Nil) $ (.05)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 3,624,600 3,624,600 2,580,348
</TABLE>
The accompanying notes are an integral part of the financial
statements.
3
<PAGE>
<TABLE>
<CAPTION>
LAS VEGAS AIRLINES, INC.
Statement of Changes in Stockholders'
Equity From Inception (May 4, 1992)
Through June 30, 1998
Accumulated
Deficit
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage Total
Issuance of common stock
<S> <C> <C> <C> <C>
for cash 400,000 $ 400 $ 100 $ $ 500
Net (loss) (269) (269)
Balances at
March 31, 1993 400,000 400 100 (269) 231
Net (loss) (1,661) (1,661)
Contribution to capital 500 500
Sale of shares in private placement
on September 30, 1993 24,600 25 221 246
Balances at
March 31, 1994 (Unaudited) 424,600 $ 425 $ 821 $ (1,930) $ (684)
Net (Loss)(Unaudited) (4,280) (4,280)
Issuance of Shares - Failed
Acquisition - June 1, 1994 3,200,000 3,200 3,200
Balances at
March 31, 1995 (Unaudited) 3,624,600 $ 3,625 $ 821 $ (6,210) $ (1,764)
Net (Loss) (Unaudited) (588) (588)
Balances at
March 31, 1996 (Unaudited) 3,624,600 $ 3,625 $ 821 $ (6,798) $ (2,352)
Net (Loss)(Unaudited) (247) (247)
Balances at
March 31, 1997 (Unaudited) 3,624,600 $ 3,625 $ 821 $ (7,045) $ (2,599)
Net (Loss)(Unaudited) (13,589) (12,589)
Balances at
March 31, 1998 (Unaudited) $ 3,624,600 $ 3,625 $ 821 $ (19,634) $ (15,188)
Issuance of Shares for Intangible Asset 20,000 20 49,980 50,000
Sale of Shares in private
Placement, June 30, 1998 172,000 172 429,828 430,000
Net loss (unaudited) (116,653) (116,653)
Balances at
June 30, 1998 (unaudited) $ 3,796,600 $ 3,797 $ 480,629 $ 136,287 $ 348,159
</TABLE>
The accompanying notes are an integral part of
these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
LAS VEGAS AIRLINES, INC.
(A Development Stage Company)
Statements of Cash Flows
CUMULATIVE
FROM
FOR THE FOR THE INCEPTION
THREE MONTHS THREE MONTHS May 4, 1992
ENDED ENDED TO
June 31, 1997 June 31, 1998 June 30, 1998
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net (Loss) $ (20) $ (116,653) $ (136,287)
Add item not requiring the use of cash
Amortization 5 271
(Increase) in deposit (10,000) (10,000)
Increase (decrease) in accounts payable 15 59,949
Net cash flows from operating activities (86,067)
CASH FLOWS FROM INVESTING ACTIVITIES
Equity Investment (250,000) (250,000)
Loan to Subsidiary (50,000)
Organization Costs (271)
Net cash used in investing activities (250,000) (300,271)
CASH FLOWS FROM FINANCING ACTIVITIES
Contribution to Capital 500
Sale of common stock 430,000 433,946
Proceeds from related party loan 10,100 60,100
Net Cash flows from financing activities 440,100 494,546
NON CASH ACTIVITY - ISSUANCE OF
SHARES FOR MARKETING RIGHTS $ $ 50,000 $ 50,000
NET INCREASE IN CASH 108,208 108,208
CASH BALANCE AT BEGINNING OF PERIOD -- --
------------ ------------ --------------
CASH BALANCE AT END OF PERIOD $ $ 108,208 $ 108,208
</TABLE>
The accompanying notes are an integral part of the
financial statements.
5
<PAGE>
LAS VEGAS AIRLINES, INC. Notes to Financial Statements
NOTE 1 ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated under the laws of the State of
Delaware on May 4, 1992. The Company
is engaged in the business of offering scheduled Commuter and
Charter airline services through its 51%
owned subsidiary, Las Vegas Airlines, Inc. (Nevada). The Company
accounts for its ownership of Las
Vegas Airlines, Inc. (Nevada) on the equity method. See Note 3.
The accompanying financial statements are unaudited, but in the
opinion of the management of the Company, contain all adjustments,
consisting of only normal recurring accruals, necessary to present
fairly the financial position at June 30, 1998, the results of
operations for the three months ended June 30, 1998 and 1997, and
the cash flows for the three months ended June 30, 1998 and 1997.
Reference is made to the Company's Form 10-KSB for the year ended
March 31, 1998. The results of operations for the three months ended
June 30, 1998 are not necessarily indicative of the results of
operations to be expected for the full fiscal year ending March 31,
1999.
NOTE 2 CASH AND CASH EQUIVALENTS
The Company considers all short-term investments with an original
maturity of three months or less to be cash equivalents.
NOTE 3. PURCHASE OF STOCK
On April 28, 1998 the Company acquired 51% of the common stock of
Las Vegas Airlines, Inc., a Nevada Corporation, as disclosed in a
Form 8-K dated April 28, 1998, as amended on July 9, 1998. The
purchase price of $500,000 is reflected as an equity investment in
the balance sheet as of June 30, 1998.
The fiscal year-end of Las Vegas Airlines, Inc., a Nevada
corporation, is September 30. A summary (unaudited) balance sheet
and (unaudited) income statement as of June 30, 1998 and for the
nine-months then ended follows:
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash $ 16,655
Accounts Receivable 48,296
Inventory-parts 129,340
Income tax refunds 80,393
Excise tax refunds 7,463
Prepaid insurance 3,494
Total current assets 285,644
Furniture, vehicles and equipment-net 48,953
Other assets 14,596
Total assets $ 349,193
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<S> <C>
Checks draw in excess of cash in bank $ 23,857
Accounts payable 168,158
Other accrued liabilities 104,524
Current portion of long-term debt 334,074
Total current liabilities 630,613
Long-term debt 8,182
Total liabilities 638,795
STOCKHOLDERS' EQUITY
Common stock; no par value; 2500 Shares
authorized; 2500 Shares issued and
outstanding 5,000
Paid-in capital 30,041
Retained earnings (deficit) (324,643)
(289,602)
Total liabilities and stockholder's equity $ 349,193
Revenues $ 1,403,407
Cost of Revenues 1,299,543
Gross Profit 103,804
Selling, general and administrative expenses 308,883
Operating loss (205,079)
Other income (expense) 66,607
Loss before income taxes (credit) (138,472)
Income taxes (credit) (37,200)
Net loss $ (101,272)
</TABLE>
7
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The Company's loss of $116,653 primarily is attributable to the losses
of its 51% owned subsidiary, Las Vegas Airlines, Inc., a Nevada
corporation ("LVA Nevada"). LVA Nevada's business is located in Las
Vegas and historically the first quarter is not profitable because of
the lower passenger count resulting from summer temperatures. In
addition, LVA Nevada's experience is that every few summers the World
Cup Soccer Match reduces June passenger count significantly, as many of
its non-US customers stay home or journey to non-US destinations to
view this match. The remaining loss is due to the start up costs
connected with the Company's expansion in the Caribbean. No revenues
are anticipated from these operations until the last calendar quarter
of 1998.
The Company's cash needs for the next twelve months are estimated at
$1,600,000. These needs are expected to be met from proceeds of equity
and debt placements, from shareholder advances and eventually from
operations. The Company may need additional capital in the future for
expansion, or if its planned expansion in the Caribbean is not
profitable, of which there can be no assurance. The Company has no
lines of credit available to it.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS - None
Item 2. CHANGES IN SECURITIES - and Use of Proceeds
---------------------
The Company sold 172,000 Shares of Common Stock in a private placement
at a price of $2.50 per share to accredited and sophisticated investors
during the three months ended June 30, 1998, and sold an additional
20,000 Shares to acquire certain Marketing rights associated with a
toll free telephone number.
Item 3. DEFAULTS UPON SENIOR SECURITIES - None
-------------------------------
Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS - None
--------------------------------------------------
Item 5. OTHER INFORMATION - None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits--None
Reports on Form 8-K. The Company filed a Current Report on Form 8-K
dated April 28, 1998 to report the acquisition of 51% of Las Vegas
Airlines, Inc., a Nevada corporation, (LVA Nevada). By an amendment on
Form 8-K/A, the Company filed the audited financial statements of LVA
Nevada for the years ended September 30, 1997 and 1996 and the six
months ended March 31, 1998.
8
<PAGE>
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.
LAS VEGAS AIRLINES, INC.
Date: August 13, 1998 By: /s/ Jehu Hand
-------------
Jehu Hand
President and Chief Financial
Officer (chief financial officer
and accounting officer and duly
authorized officer)
9
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND
AS OF JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000911317
<NAME> LAS VEGAS AIRLINES, INC.
<MULTIPLIER> 1
<CURRENCY> US dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Mar-31-1999
<PERIOD-START> Apr-01-1998
<PERIOD-END> Jun-30-1998
<EXCHANGE-RATE> 1
<CASH> 108,208
<SECURITIES> 0
<RECEIVABLES> 50,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 50,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 718,218
<CURRENT-LIABILITIES> 370,049
<BONDS> 0
0
0
<COMMON> 3,817
<OTHER-SE> (344,342)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 136,287
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (136,287)
<INCOME-TAX> 0
<INCOME-CONTINUING> (136,287)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (136,287)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
</TABLE>
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