SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 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 0-23506
QUASAR PROJECTS COMPANY
(Exact Name of Registrant as specified in its Charter)
Delaware 33-0601498
(State or other Jurisdiction of I.R.S. Employer Identi-
Incorporation or Organization fication No.)
1500 Quail Street, Suite 550, Newport Beach, California 92660
(Address of Principal Executive Offices) (Zip Code)
(714) 660-1500
(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 1,273,800
- ---------------------------------- -------------------
Title of Class Number of Shares outstanding
at December 31, 1998
No exhibits included.
1
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<TABLE>
<CAPTION>
QUASAR PROJECTS COMPANY
(A Company in the Development Stage)
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, December 31,
1998 1998
<S> <C> <C>
CURRENT LIABILITIES - Accounts payable $ 1,278 $ 1,323
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; 1,273,800 shares issued and outstanding 1,274 1,274
Additional paid-in Capital 821 821
Accumulated deficit during the development stage (3,373) (3,418)
TOTAL STOCKHOLDERS' EQUITY (1,278) (1,323)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ $
</TABLE>
The accompanying notes are an integral part of
the financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
QUASAR PROJECTS COMPANY
(A Company in the Development Stage)
STATEMENTS OF OPERATIONS
CUMULATIVE
FOR THE NINE MONTHS FOR THE THREE FROM INCEPTION
ENDED MONTHS ENDED (June 11, 1992)
December 31, December 31, TO
1998 1997 1998 1997 December 31, 1998
<S> <C> <C> <C> <C> <C>
REVENUES $ -0- $ -0- $ -0- $ -0- $ -0-
OPERATING EXPENSES
General and Administrative 45 45 15 15 3,147
Amortization 271
TOTAL OPERATING EXPENSES 45 45 15 15 3,418
NET (LOSS) $ (45) (45) (15) $ (15) $ (3,418)
NET (LOSS) PER SHARE $ (Nil) $ (Nil) $ (Nil) $ (Nil) $ (Nil)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 1,273,800 1,273,800 1,273,800 1,273,800 1,113,742
</TABLE>
See accompanying Notes to Financial Statements.
3
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<TABLE>
<CAPTION>
QUASAR PROJECTS COMPANY
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
CUMULATIVE
FOR THE NINE MONTHS FOR THE THREE FROM INCEPTION
ENDED MONTHS ENDED (June 11, 1992)
December 31, December 31, TO
1998 1997 1998 1997 December 31, 1998
CASH FLOWS FROM OPERATING
ACTIVITIES
<S> <C> <C> <C> <C> <C>
Net (Loss) $ (45) $ (45) $ (15) $ (15) $ (2,458)
Add item not requiring the
use of cash - Amortization 263
Increase (decrease) in accounts
payable 45 45 15 15 1,212
Net cash flows from operating
activities (975)
CASH FLOWS FROM INVESTING ACTIVITIES
Organizational Costs (271)
CASH FLOWS FROM FINANCING
ACTIVITIES
Contribution to Capital 500
Sale of Common Stock 746
Net Cash flows from financing
activities 1,246
NET INCREASE (DECREASE) IN CASH
CASH BALANCE AT BEGINNING
OF PERIOD
CASH BALANCE AT END OF
PERIOD $ $ $ $ $
</TABLE>
See accompanying Notes to Financial Statements.
4
<PAGE>
QUASAR PROJECTS COMPANY
(A Company in the Development Stage)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
December 31, 1998
1. Comments
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 December 31, 1998, the results of operations for
the three and nine months ended December 31, 1998 and 1997, and the
cash flows for the three and nine months ended December 31, 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 December
31, 1998 are not necessarily indicative of the results of operations to
be expected for the full fiscal year ending March 31, 1999.
2. Proposed Acquisition
On December 16, 1998, the Company, Diva Entertainment, Inc., ("Diva")
and Diva Acquisition Corp., a newly organized subsidiary of the
Company, together with J R Consulting, Inc., the controlling (95.3%)
shareholder of Diva (the "Parent"), entered into an Agreement and Plan
of Reorganization. Diva owns model agencies in Los Angeles and New
York. Pursuant to the Agreement, as amended, the Company agreed to
acquire Diva by merger (the "Merger") into Diva of Diva Acquisition
Corp. for 4,225,000 shares of Company Common Stock. As of December 16,
1998, Diva had outstanding 4,500,000 shares of its common stock held by
the Parent and had subscription obligations to issue another 221,000
shares of its common stock to other (the "Diva Subscribers"). Pursuant
to the Merger, each outstanding share of Diva common stock shall
convert into 0.9388888 of a share of Company Common Stock, so that the
Company shall issue 4,225,000 shares of its Common Stock to the Parent,
and the subscription rights to each 1,000 shares of Diva common stock
shall convert into one share of the Company's Series A Convertible
Preferred Stock, so that the Company shall issue 221 shares of such
preferred stock to the Diva Subscribers, provided that they do not
dissent from the Merger. Also in connection with the Merger, the Parent
shall convert $3,000,000 of the debt owed to it by Diva and/or its
subsidiaries into 3,000 shares of the Company's Series B Redeemable
Convertible Preferred Stock at $1,000 per share. In addition, the
Company has agreed to grant the Parent an Option Agreement as would
enable the Parent to maintain its ownership percentage of the
outstanding of the Common Stock of the Company at no less than 65% plus
an additional 1% multiplied by a fraction, the numerator of which is
$3,000,000 ninus the dollar amount raised in private placements by the
Company's Series A Redeemable COnvertible Preferred Stock and the
denominator of which is 85,714.
The closing of the Merger is subject to several conditions including
the closing of a private offering of the Series A Convertible Preferred
Stock for net proceeds of no less than $700,000. There can be no
assurance that the Merger will close.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL
CONDITION
The Company has limited working capital and no activities.
5
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PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS - None
Item 2. CHANGES IN SECURITIES - None
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--None.
6
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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.
QUASAR PROJECTS COMPANY
Date: February 12, 1998 By: /s/ Jehu Hand
-------------
Jehu Hand,
President and Chief Financial
Officer (chief financial officer
and accounting officer and duly
authorized officer)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND
AS OF DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 000925665
<NAME> QUASAR PROJECTS COMPANY
<MULTIPLIER> 1
<CURRENCY> US dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Mar-31-1999
<PERIOD-START> Apr-01-1998
<PERIOD-END> Dec-31-1998
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,323
<BONDS> 0
0
0
<COMMON> 2,095
<OTHER-SE> (3,418)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 45
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (45)
<INCOME-TAX> 0
<INCOME-CONTINUING> (45)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (45)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
</TABLE>
