U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: March 31, 1996
Commission File Number: 0-24682
OGDEN, MCDONALD & COMPANY
(Exact name of small business issuer as specified in its charter)
Colorado
(State or other jurisdiction of incorporation or organization)
84-1125214
(IRS Employer Identification No.)
3140-K S. Peoria Street, Suite 230
Aurora, Colorado
(Address of principal executive offices)
80014
(Zip Code)
(303) 755-9832
(Issuer's Telephone Number)
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days: Yes
__X__ No ____.
The number of shares of the registrant's only class of common stock issued and
outstanding, as of March 31, 1996, was 500,000 shares.
PAGE
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the nine month period ended March
31, 1996, are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Financial
Statements and notes thereto included herein.
The Company generated no revenues during the nine month period ending
March 31, 1996. Management of the Company anticipates that the Company will not
generate any significant revenues until the Company accomplishes its business
objective of merging with a nonaffiliated entity or acquiring assets from the
same.
The Company's securities are currently not liquid. There are no market
makers in the Company's securities and it is not anticipated that any market
will develop in the Company's securities until such time as the Company
successfully implements its business plan of engaging in a business opportunity,
either by merger or acquisition of assets. The Company presently has no liquid
financial resources to offer such a candidate and must rely upon an exchange of
its stock to complete such a merger or acquisition.
Because the Company is not required to pay rent or salaries to any of its
officers or directors, management believes that the Company has sufficient funds
to continue operations through the foreseeable future.
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 MATTERS TO A VOTE OF SECURITY HOLDERS - NONE.
ITEM 5. OTHER INFORMATION - NONE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
(a) Exhibits
EX-27 Financial Data Schedule
<PAGE>
(b) Reports on Form 8-K - The registrant filed a Form 8-K on
February 5, 1996, reporting the execution of a letter of intent on January 16,
1996, with Axion Software, Inc. ("Axion"), a privately held Colorado
corporation, whereby the registrant agreed in principle to acquire all of the
issued and outstanding shares of Axion in exchange for issuance by the
registrant of previously unissued "restricted" common stock.
<PAGE>
<TABLE>
OGDEN, MCDONALD & COMPANY
(A Development Stage Company)
Unaudited
Balance Sheet
<CAPTION>
Unaudited Audited
March 31 June 30
1996 1995
_________ ___________
<S> <C> <C>
ASSETS
Current Assets - Cash $ 0 $ 0
_________ ___________
TOTAL ASSETS $ 0 $ 0
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities $ 0 $ 0
SHAREHOLDERS' EQUITY
Common Stock, No Par Value;
800,000,000 Shares Authorized,
500,000 Issued and Outstanding at
March 31, 1996, and June 30, 1995,
respectively $ 500 $ 500
Preferred Stock, No Par Value;
10,000,000 Shares Authorized,
No Shares Issued and Outstanding 0 0
Deficit Accumulated During
the Development Stage (500) (500)
_________ ___________
Total Shareholders' Equity $ (0) $ (0)
_________ ___________
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY $ 0 $ 0
</TABLE>
<PAGE>
<TABLE>
OGDEN, MCDONALD & COMPANY
(A Development Stage Company)
Unaudited
Statement of Operations
<CAPTION>
For the For the October 13, 1989
Nine Months Nine Months (Inception)
Ended Ended Thru
March 31, March 31, March 31,
1996 1995 1996
____________ ____________ _____________
<S> <C> <C> <C>
Income $ 0 $ 0 $ 0
Expenses 0 0 0
Net (Loss) Accumulated
During The Development
Stage $ 0 $ 0 $ (500)
Net (Loss) Per Share $ ($0.00) $ ($0.00) $ ($0.00)
Common Shares
Outstanding 500,000 500,000 500,000
</TABLE>
<PAGE>
<TABLE>
OGDEN, MCDONALD & COMPANY
(A Development Stage Company)
Unaudited
Cash Flow Statement
<CAPTION>
For the For the October 13, 1989
Nine Months Nime Months (Inception)
Ended Ended Thru
March 31, March 31, March 31,
1996 1995 1996
____________ ____________ ______________
<S> <C> <C> <C>
Cash Flows From
Operating Activities:
Net Profit (Loss)
Accumulated During The
Development Stage $ 0 $ 0 $ (500)
Amortization and
Depreciation 0 0 0
Services Performed
Not Paid by Cash 0 0 500
____________ ____________ _____________
Net Cash Flows
From Operations 0 0 0
Cash Flows From
Financing Activities:
Issuance of Common Stock 0 0 0
____________ ____________ _____________
Net Cash Provided
by Financing Activities 0 0 0
____________ ____________ _____________
Net Increase (Decrease) in Cash 0 0 0
Cash At Beginning of Period 0 0 0
____________ ____________ _____________
Cash At End of Period $ 0 $ 0 $ 0
Supplementary Disclosure of
Cash Flow Information:
Noncash Financing Activities:
Common Stock Issued
For Services $ 0 $ 0 $ 500
</TABLE>
<PAGE>
<TABLE>
OGDEN, MCDONALD & COMPANY
(A Development Stage)
Unaudited
Statement of Shareholders' Equity
<CAPTION>
Deficit
Accumulated
Number of Additional During the
Shares Common Paid In Development
Common Stock Stock Capital Stage Total
____________ ______ __________ ___________ _______
<S> <C> <C> <C> <C> <C>
Balance at
October 13, 1989 0 $ 0 $ 0 $ 0 $ 0
Issuance of Common Stock:
October 13, 1989 - For
Services At $.001
Per Share 500,000 $ 500 0 0 500
Net (Loss) (500) (500)
____________ ______ __________ ___________ _______
Balance at
June 30, 1990, 1991
1992, 1993, 1994,
& 1995 500,000 500 0 (500) 0
Net (Loss) 0 0
____________ ______ __________ ___________ _______
Balance at
March 31, 1996 500,000 500 0 $ (500) $ 0
</TABLE>
<PAGE>
OGDEN, MCDONALD & COMPANY
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the nine month periods ended March, 1996 and 1995, and for the
periods from inception at October 13, 1989, to March 31, 1996, (b) financial
position at March 31, 1996, and June 30, 1995, and (c) the cash flows for the
nine months ended March 31, 1996 and 1995, and for the period from inception,
October 13, 1989 (inception) to March 31, 1996, have been made.
NOTE 2.
The results for the nine month period ended March 31, 1996, are not necessarily
indicative of the results for the entire fiscal year ended June 30, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
OGDEN, MCDONALD & COMPANY
(Registrant)
Dated: May 14, 1996
By: Matthew J. Kavanagh, III
Matthew J. Kavanagh, III
President
<PAGE>
OGDEN, MCDONALD & COMPANY
Exhibit Index to Quarterly Report on Form 10-QSB
For the Quarter Ended March 31, 1996
EXHIBITS
EX-27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FILRD WITH FORM 10-QSB FOR THE NINE MONTH
PERIOD ENDED MARCH 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> MAR-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (500)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
