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 December 31, 1997
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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 33-0611764
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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:
April 8, 1998
Common - 11,243,619 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.
<TABLE>
Lucas Educational Systems, Inc.
(Formerly Mirador Equity Partners, Ltd.)
(A Development Stage Company)
<CAPTION>
Balance Sheets
Assets
March 31 December 31,
1997 1997
<S> <C> <C>
Current Assets - Cash $ 100 $ 41
Other Assets - Organization Costs, Net 434 365
Total Assets $ 534 $ 406
Liabilities and Stockholders' Equity
Current Liabilities - Accounts Payable $ 465 $ 1,215
Stockholders' Equity
Preferred Stock, $.001 par;
1,000,000 shares authorized;
no shares issued and outstanding
Common Stock, $.001 par; 20,000,000
shares authorized; 10,550,000 and
10,718,750 issued and outstanding $ 10,550 $ 10,719
Additional Paid in Capital (10,450) 6,069
Accumulated Deficit During Development
Stage (31) (17,597)
Total Liabilities and
Stockholders' Equity $ 534 $ 406
</TABLE>
<TABLE>
Lucas Educational Systems, Inc.
(Formerly Mirador Equity Partners, Ltd.)
(A Development Stage Company)
<CAPTION>
Statements of Operations
Cumulative
From Incpetion
December 5, 1996
For the Nine Months For the Three Months to
Ended December 31 Ended December 31 December 31,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $ - $ -
Operating Expenses
Amortization 69 - 23 - 100
General and
Administrative 17,497 - 16,718 - 17,497
Total Operating
Expenses 17,566 - 16,741 - 17,597
Net Profit (Loss) (17,566) - (16,741) - (17,597)
Net Profit (Loss)
Per Share $(0.0017) $ - $(0.0016) $ - $ (0.0017)
Weighted Average
Number of 10,580,682 None 10,641,712 None 10,591,564
Shares Outstanding
</TABLE>
<TABLE>
Lucas Educational Systems, Inc.
(Formerly Mirador Equity Partners, Ltd.)
(A Development Stage Company)
<CAPTION>
Statements of Cash Flows
Cumulative
From Inception
December 5, 1996
For the Nine Months For the Three Months to
Ended December 31 Ended December 31 December 31,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
Operating Activities
Net Profit (Loss) from
Operations $(17,566) $ - $(16,741) $ - $ (17,597)
Add (subtract) items
not requiring cash:
Amortization 69 - 23 - 100
Noncash payment of
current expenses
(see below) 16,688 - 16,688 - 16,688
Adjustments to cash basis:
Increase (Decrease) in
Accounts Payable 1,215 - - - 1,215
Net Cash Inflows
(Outflows) from
Operating Activities $ 406 $ - $ (30) $ - $ 406
Investing Activities
Organizational Costs $ (465) - - - $ (465)
Financing Activities
Sale of Common Stock - - - - $ 100
Net Cash Inflows (Outflows)(59) - (30) - 41
Beginning Cash Balance 100 - 71 - -
Ending Cash Balance 41 - 41 - 41
</TABLE>
Supplemental Disclosure of Noncash Activity:
1. The Company issued 168,750 of its $.001 par value stock in full
satisfaction of $1,688 in services rendered.
2. The Company split its stock 4.357:1 and issued 8,700,000 non-paid shares
to existing shareholders.
3. The Company accepted $15,000 in services from an unrelated provider as
additional paid in capital.
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 December 31, 1997.
The Company completed a reorganization whereby it acquired all of the
outstanding voting securities of Lucas Educational Systems, Inc., a Nevada
corporation ("Lucas-Nevada"), in a Form 8-K Current Report
dated November 11, 1997, which has been previously filed with the Securities
and Exchange Commission and is incorporated herein by reference.
Results of Operations.
- ----------------------
At December 31, 1997, the Company had $534 in assets and current
liabilities of $465. There were no revenues in the six months ended
December 31, 1997 and 1996, and losses from operations during these periods
were ($17,566) and $0, respectively.
Liquidity
- ---------
The Company had an increase in expenses during the quarter, due to the
costs associated with the reorganization.
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.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit
(a) Exhibits.* Number
(b) Reports on Form 8-K.
Dated November 11, 1997
* A summary of any Exhibit is modified in its entirety by reference
to the actual Exhibits.
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: 5/12/98 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: 5/12/98 By:/s/Jerry R. Lucas
Jerry R. Lucas
President and Director
Date: 5/12/98 By:/s/Cheryl W. Lucas
Cheryl W. Lucas
Secretary/Treasurer and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 100
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 100
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 534
<CURRENT-LIABILITIES> 465
<BONDS> 0
0
0
<COMMON> 10550
<OTHER-SE> (10481)
<TOTAL-LIABILITY-AND-EQUITY> 534
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 17566
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (17566)
<INCOME-TAX> 0
<INCOME-CONTINUING> (17566)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17566)
<EPS-PRIMARY> (0.0)
<EPS-DILUTED> (0.0)
