U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 1998
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-24374
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LUCAS EDUCATIONAL SYSTEMS, INC.
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(Name of Small Business Issuer in its Charter)
DELAWARE 62-1690722
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
P. O. Box 789
Templeton, California 93465
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (805) 434-3982
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes____ No ___
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
September 30, 1998
Common - 11,733,619 shares
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is
contained in Item 6 of this Report.
Transitional Small Business Issuer Format Yes X No
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes. In the opinion
of management, these Consolidated Financial Statements fairly present the
financial condition of the Company.
<PAGE>
<TABLE>
LUCAS EDUCATIONAL SYSTEMS, INC.
Balance sheet
September 30, 1998 and 1997 (unaudited) and March 31, 1998 (audited)
<CAPTION>
September 30, September 30, March 31,
1998 1997 1999
<S> <C> <C> <C>
ASSETS
Current Assets
Cash in Bank $ 18,765 $ 71 $ 37,191
Inventory 5,610 - 5,610
Prepaid Expenses 9,643 - -
Organization costs - 388 -
TOTAL CURRENT ASSETS 34,018 459 42,801
Property and Equipment
Leasehold Improvements 11,070 - 11,070
Furniture and Fixtures 1,931 - 1,931
Computer Equipment 17,009 - 17,009
Automobiles 37,382 - 37,382
Video Master Tapes 1,577 - 1,577
Video Set-up Fee 12,000 - 12,000
Accumulated Depreciation (14,977) - (5,750)
TOTAL PROPERTY AND EQUIPMENT 65,992 - 75,219
TOTAL ASSETS 100,010 459 121,020
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable 5,125 1,215 46,036
Accrued Payroll Taxes - - 6,470
Accrued Salaries - - 3,403
TOTAL CURRENT LIABILITIES 5,125 1,215 55,899
Stockholders' Equity
Preferred stock $.001 par;
1,000,000 shares authorized,
none issued or outstanding
Common Stock, $.001 par;
20,000,000 shares authorized,
11,733,619; 11,243,619 and 1,000
issued and outstanding 11,735 1 11,244
Paid in capital 635,784 99 405,146
Stock Subscription Receivable - - (25)
Retained Earnings Deficit (552,634) (856) (351,244)
TOTAL STOCKHOLDERS' EQUITY 94,885 (756) 65,121
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY 100,010 459 121,020
</TABLE>
<TABLE>
LUCAS EDUCATIONAL SYSTEMS, INC.
Statement of Operations
<CAPTION>
For the six From inception
months ended December 5, 1996 to
September 30, September 30, March 31,
1998 1997 1998
<S> <C> <C> <C>
Revenues $ - $ - $ -
Expenses
Depreciation and amortization 9,228 77 5,750
General and Administrative 192,162 779 345,494
TOTAL EXPENSES 201,390 856 351,244
LOSS FOR THE PERIOD (201,390) (856) (351,244)
LOSS PER SHARE (.018) (.000) (.035)
</TABLE>
Note to financial statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a fair
presentation. Such adjustments are of a normal, recurring nature.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
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The Company has not engaged in any material operations or
had any revenues from operations during the quarter ended September 30, 1998.
The Company completed a reorganization whereby it acquired all of the
outstanding voting securities of Lucas Educational Systems, Inc., a Nevada
corporation ("Lucas Nevada"), reported in a Form 8-K Current Report dated
November 11, 1997, which has been previously filed with the Securities and
Exchange Commission and which is incorporated herein by reference.
The Company plans in the next twelve months to promote the Company's
product through direct or indirect marketing channels.
The Company will need $500,000 for operations for the next twelve months,
and these funds will need to be raised through debt or equity financing.
Results of Operations.
- ----------------------
At September 30, 1998, the Company had $100,010 in assets and current
liabilities of $5,125. There were no revenues in the six months ended
September 30, 1998, and losses from operations during this period were
($201,390).
Liquidity
- ---------
The Company received $120,000 in equity funding during the quarter ended
September 30, 1998, by selling 60,000 "unregistered" and "restricted" shares
of the Company's $0.001 par value common stock, at a purchase price of $2.00
per share.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security holders
during the period covered by this Report.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit
(a) Exhibits. Number
Annual Report on Form 10-KSB for the year **
ended March 31, 1998, filed August 21, 1998
(b) Reports on Form 8-K.
SEC Form 8-K, dated November 11, 1997, **
regarding the Plan with Lucas Nevada
** These documents and related exhibits have been previously filed with
the Securities and Exchange Commission and by this reference are incorporated
herein.
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.
LUCAS EDUCATIONAL SYSTEMS, INC.
Date: 11/11/98 By:/s/Jerry R. Lucas
Jerry R. Lucas
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
LUCAS EDUCATIONAL SYSTEMS, INC.
Date: 11/11/98 By:/s/Jerry R. Lucas
Jerry R. Lucas
President and Director
Date: 11/11/98 By:/s/Cheryl W. Lucas
Cheryl W. Lucas
Treasurer and Director
Date: 11/16/98 By:/s/David Nelson
David Nelson
Secretary and CFO
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 18765
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 5610
<CURRENT-ASSETS> 34018
<PP&E> 80969
<DEPRECIATION> 14977
<TOTAL-ASSETS> 100010
<CURRENT-LIABILITIES> 5125
<BONDS> 0
0
0
<COMMON> 11735
<OTHER-SE> 178035
<TOTAL-LIABILITY-AND-EQUITY> 100010
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 201390
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (201390)
<INCOME-TAX> 0
<INCOME-CONTINUING> (201390)
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<NET-INCOME> (201390)
<EPS-PRIMARY> (0.018)
<EPS-DILUTED> (0.018)
