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, 1999
------------------
[ ] 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.
-----------------------------------
(Name of Small Business Issuer in its Charter)
DELAWARE 62-1690722
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
P. O. Box 789
Templeton, California 93465
---------------------------
(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
--- --- --- ---
(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, 1999
Common - 12,453,619 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
--- ---
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. and Subsidiary
Consolidated Balance Sheet
CAPTION
September 30, 1999 March 31, 1999
ASSETS
(Unaudited) (Audited)
<S> <C> <C>
Current assets:
Cash $ 1,494 $ 89,546
Related party receivables - 3,400
Inventory 5,610 5,610
TOTAL CURRENT ASSETS 7,104 98,556
Property and equipment, net 59,641 60,144
TOTAL ASSETS 66,745 $ 158,700
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 42,100 $ 11,438
Accrued liabilities 56,020 -
Related party notes payable 11,900 12,000
TOTAL CURRENT LIABILITIES 110,020 23,438
Stockholders' equity:
Common stock authorized
20,000,000 shares at $0.001
par value; 12,453,619 shares
and 12,453,619 shares issued
and outstanding, respectively 12,454 12,454
Additional paid-in capital 1,476,436 1,476,436
Unearned compensation (73,125) (106,875)
Accumulated deficit (1,459,040) (1,246,753)
TOTAL STOCKHOLDERS' EQUITY (43,275) 135,262
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 66,745 $158,700
</TABLE>
<TABLE>
LUCAS EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statement of Operations
For the three months and the sixth months periods
ending September 30, 1999 and 1998
and Cumulative Amounts
Since December 5,1996 (Date of Commencement of Development Stage)
<CAPTION>
3 months ended 6 months ended Cumulative
September 30 September 30 Amounts
<S> <C> <C> <C> <C> <C>
1999 1998 1999 1998
Revenue - - - - -
Expenses
Depreciation and
Amortization 7,146 4,614 14,292 9,228 41,945
General and
Administration 87,578 109,582 198,033 192,162 1,415,018
Net Loss from
Operations (94,724) (114,196) (212,325) (201,390) (1,456,963)
Other income
(expense):
Interest Income 16 - 471 - 471
Interest expense - - (433) - (2,548)
Net loss before
provision for
income taxes (94,708) (114,196) (212,287) (201,390) (1,459,040)
Provision for
income taxes - - - - -
Net loss (94,708) (114,196) (212,287) (201,390) (1,459,040)
Net loss per
common share -
basic and fully
diluted (.008) (.009) (.017) (.018) (.12)
</TABLE>
See accompanying notes to consolidated financial statements.
<TABLE>
LUCAS EDUCATIONAL SYSTEMS, INC.
(Formerly Mirador Equity Partners, Ltd.)
(A Development Stage Company)
Statements of Stockholders Equity
From Inception on December 5, 1996 through September 30, 1999
<CAPTION>
Additional
Paid-In
Treasury stock Common Stock Capital
Shares Amount Shares Stock (Deficit)
<S> <C> <C> <C> <C> <C>
Inception at December 5, 1996 - - - $ - $ -
Issuance of common stock at
$0.00125 per share - - 8,700,000 8,700 (8,600)
Net loss from inception on
December 6, 1996 through
March 31, 1997 - - - - -
Balance, March 31, 1997 - - 8,700,000 8,700 (8,600)
Common stock issued in
recapitalization - - 1,849,869 1,850 (1,810)
Common stock issued for
cash and services of
$0.60 per share - - 192,000 192 114,808
Common stock issued for debt
at $0.60 per share - - 333,000 333 199,667
Common stock issued for
services at $0.60 per share - - 168,750 169 101,081
Net loss for the year
ended March 31, 1998 - - - - -
Balance, March 31, 1998 - - 11,243,619 $11,244 $405,146
Proceeds from stock subscription - - - - -
receivable
Common stock issued for
cash - - 90,000 90 179,910
debt and other payables - - 400,000 400 299,600
Services - - 720,000 720 364,280
Contributed shares 455,500 - - - -
Treasury stock
issued for cash (455,500) - - - 227,500
Net Loss - - - - -
Balance, March 31, 1999 - - 12,453,619 12,454 1,476,436
Net Loss - - - - -
Balance, September 30, 1999 - - 12,453,619 12,454 1,476,436
</TABLE>
<TABLE>
LUCAS EDUCATIONAL SYSTEMS, INC.
(Formerly Mirador Equity Partners, Ltd.)
(A Development Stage Company)
Statements of Stockholders Equity
From Inception on December 5, 1996 through September 30, 1999
<CAPTION>
Unearned Stock Sub-
Compen- scription Accumulated
sation Receivable Deficit Total
<S> <C> <C> <C> <C>
Inception at December 5, 1996 $ - $ - $ - $ -
Issuance of common stock at
$0.00125 per share - - - 100
Net loss from inception on
December 6, 1996 through
March 31, 1997 - - (63) (63)
Balance, March 31, 1997 - - (63) 37
Common stock issued in
recapitalization - - - 40
Common stock issued for
cash and services of
$0.60 per share - (25) - 114,975
Common stock issued for debt
at $0.60 per share - - - 200,000
Common stock issued for
services at $0.60 per services - - - 101,250
Net loss for the year
ended March 31, 1998 - - (351,181) (351,181)
Balance, March 31, 1998 - $(25) (351,244) 65,121
Proceeds from stock subscription
receivable - 25 - 25
Common stock issued for
cash - - - 180,000
debt and other payables - - - 300,000
Services (106,875) - - 258,125
Contributed shares - - - -
Treasury stock
issued for cash - - - 227,500
Net Loss - - (895,509) (895,509)
Balance, March 31, 1999 (106,875) - (1,246,753) 135,262
Common Stock issued for 33,750 - - 33,750
Services
Net Loss (212,287) (212,287)
Balance September 30, 1999 (73,125) (1,459,040) (43,275)
</TABLE>
<TABLE>
LUCAS EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statement of Cash Flows
For the three months and six months ended September 30,1999 and 1998
and Cumulative Amounts Since December 5,1996,
(Date of Commencement of Development Stage)
<CAPTION>
From
Inception
December 5,
1996, to
September 30, September 30, September 30,
1999 1998 1999 1998 1999
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net loss (94,708)(114,196) (212,287)(201,390) (1,459,040)
Adjustments to reconcile
net loss to net cash
(used in) provided by
operating activities:
Depreciation and
amortization 7,146 4,164 14,292 9,228 41,495
Common stock issued for
services and payables - - - 51,128 374,350
Common stock issued for
debt - - - - 200,000
(increase) decrease in:
Inventory (5,610)
Related party receivables 3,000 - 3,400 - -
Deposits - (6,643) - (6,643) -
Increase (decrease) in:
Accounts payable 20,661 3,595 30,662 (40,900) 327,100
Accrued liabilities 38,160 - 56,020 (9,874) 56,020
Net cash (used in)
provided by operating
activities (25,741)(112,630) (107,913)(198,451) (465,235)
Cash flows from investing
activities
purchase of property
and equipment - - (13,789) - (101,586)
Cash flows from financing
activities:
Proceeds from related party
notes payable - 120,000 - 180,000 33,500
Payments on related party
notes payable (100) - (100) - (6,600)
Issuance of common stock 16,875 - 33,750 - 541,390
Proceeds from stock
subscription
receivable - - - 25 25
Net cash provided by
financing activities 16,775 120,000 33,650 180,025 568,315
Net increase(decrease)
in cash (8,966) 7,370 (88,052) (18,426) 1,494
Cash, beginning of period 10,460 11,395 89,546 37,191 -
Cash, end of period 1,494 18,765 1,494 18,765 1,494
</TABLE>
See accompanying notes to consolidated financial statements.
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.
- -----------------
The Company has not engaged in any material operations or
had any revenues from operations during the quarter ended September 30, 1999.
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, 1999, the Company had $66,745 in assets and current
liabilities of $110,020. There were no revenues in the three months ended
September 30, 1999, and losses from operations during this period were
($94,724).
Liquidity
- ---------
The Company had cash of $1,494 as of September 30, 1999, with liabilities
of $110,020 for the same period.
"Year 2000"
- -----------
The Company's management has determined that Year 2000 issues will
not materially affect them, because the major activities of the Company are
not dependent on computers that may be subject to Year 2000 issues. With the
exception that the Company does propose to sell their products through the
Internet, which management believes to be Year 2000 compliant.
The Company can give no assurance that third parties with whom it does
business (e.g., banks and utilities) will ensure Year 2000 compliance in a
timely manner or that, if they do not, their computer systems will not have an
adverse effect on the Company. However, the Company does not believe that
Year 2000 compliance issues of such third parties will result in a material
adverse effect on its financial condition or results of operations.
For the foregoing reasons, the Company has determined that the potential
consequences of the Year 2000 would not have a present material effect on its
business, results of operations or financial condition.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
On July 22, 1999, an action was filed in the Third Judicial District
Court of Salt Lake County, State of Utah, styled as Martineau & Company,
Plaintiff vs. Lucas Educational Systems, Inc., Jerry R. Lucas, Cheryl Lucas,
William Husa and David E. Nelson, Defendants, Case No. 990907426. The
Plaintiff is claiming an aggregate of $23,079.02 for services rendered,
expenses and the balance due on a loan, together with interest at the rate of
2% per month until paid in full.
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
None; not applicable.
(b) Reports on Form 8-K.
8-K Current Report, 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: 11/18/99 By:/s/Jerry R. Lucas
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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: 11/18/99 By:/s/Jerry R. Lucas
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Jerry R. Lucas
President and Director
Date: 11/18/99 By:/s/Cheryl W. Lucas
--------- -----------------------------
Cheryl W. Lucas
Treasurer and Director
Date: 11/15/99 By:/s/David Nelson
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David Nelson
Secretary and CFO
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> SEP-30-1999
<CASH> 1494
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 5610
<CURRENT-ASSETS> 7104
<PP&E> 73933
<DEPRECIATION> 14292
<TOTAL-ASSETS> 66745
<CURRENT-LIABILITIES> 110020
<BONDS> 0
0
0
<COMMON> 12454
<OTHER-SE> (55729)
<TOTAL-LIABILITY-AND-EQUITY> 66745
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 198033
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<INTEREST-EXPENSE> 433
<INCOME-PRETAX> (212287)
<INCOME-TAX> 0
<INCOME-CONTINUING> (212287)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (212287)
<EPS-BASIC> (0.017)
<EPS-DILUTED> (0.017)
