U.S. 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 quarter ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 33-89326
HARVEST E-XPRESS
(Name of Small Business Issuer as specified in it charter)
Nevada 87-0530644
State of other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
29 East 100 North, Malad, Idaho 83252
(Address of principal executive offices)
Registrant's telephone no., including area code:
(208) 766-4622
No Change
Former name, former address, and former fiscal year, if changed
since last report.
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered pursuant to Section 12(g) of the Exchange
Act: None
Check whether the Issuer (1) has filed all reports required to be
field by Section 13 or 15(d) of the Exchange Act during the
preceding 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 .
Common Stock outstanding at March 31, 1996 - 200,000 shares of $.001
par value Common Stock.
<PAGE>
HARVEST E-XPRESS
CONTENTS
PAGE
PART I ITEM I FINANCIAL INFORMATION
Condensed Balance Sheets -
March 31,1996 and December 31, 1995 1
Condensed Statements of Operations -
For three months ended March 31, 1996,
three months ended March 31, 1995 and
from inception on June 23, 1994 through
March 31, 1996 2
Condensed Statements of Cash Flows -
Three months ended March 31, 1996,
three months ended March 31, 1995 and
from inception on June 23, 1994 through
March 31, 1996 3
Notes to Condensed Financial Statements 4 - 6
ITEM 2 MANAGEMENTS PLAN OF OPERATIONS 7 - 8
PART 2 OTHER INFORMATION
Item 1 Legal Proceedings 7
Item 2 Changes in Securities 7
Item 3 Defaults upon Senior Securities 7
Item 4 Submission of Matters to a vote of
Security Holders 7
Item 5 Other Information 7
Item 6 Exhibits and Reports on Form 8-K 8
SIGNATURES 9
<PAGE>
PART I FINANCIAL INFORMATION
HARVEST E-XPRESS
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited]
ASSETS
March 31, December 31,
1996 1995
___________ ___________
CURRENT ASSETS:
Cash in bank $ 12 820 $ 27,307
Accounts Receivable - 3,120
Certificate of Deposits 20,573 20,000
Note Receivable 1,250 -
___________ ___________
Total Current Assets 34,643 50,427
___________ ___________
PROPERTY AND EQUIPMENT 42,249 38,736
___________ ___________
OTHER ASSETS:
Organization costs,
less accumulated amortization 205 221
Certificate of Deposit 10,145 10,145
___________ ___________
Total Other Assets 10,350 10,366
___________ ___________
$ 87,242 $ 99,529
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts from shareholder $ 315 $ 315
Accounts payable 350 547
Notes payable 10,000 10,000
Accrued Expenses 6,550 6,208
___________ ___________
Total Current Liabilities 17,215 17,070
___________ ___________
STOCKHOLDERS' EQUITY :
Common stock 200 200
Capital in excess of par value 97,796 97,796
Deficit accumulated during
the development stage (27,969) (15,537)
___________ ___________
Total Stockholders' Equity 70,027 82,459
___________ ___________
$ 87,242 $ 99,529
___________ ___________
The accompanying notes are an integral part of these financial statements
NOTE: The balance sheet at December 31, 1995 was taken from the
audited financial statements at that date and condensed.
(Page 1)
<PAGE>
HARVEST E-XPRESS
[A Development Stage Company]
[Unaudited]
CONDENSED STATEMENTS OF OPERATIONS
For the Three For the Three From Inception
Months Ended Months Ended On June 23
March 31, March 31, 1994 Through
1996 1995 March 31, 1996
__________________________________________
SALES REVENUE $ 1,920 $ - $ 13,904
_________ _________ _________
EXPENSES:
General and administrative 2,158 60 7,792
Payroll and related expenses 8,981 - 18,963
Depreciation & Amortization 2,434 16 5,127
Operating expense 1195 - 10,293
_________ _________ _________
Total Expenses 14,768 351 42,175
_________ _________ _________
OPERATING INCOME (LOSS) (12,848) (351) (28,271)
OTHER INCOME (EXPENSE):
Interest income 574 - 720
Interest expense (158) - (418)
___________ _________ _________
Total other Income (Exp.) 416 - 302
___________ _________ _________
LOSS BEFORE INCOME TAXES (12,432) (315) (27,969)
CURRENT INCOME TAX - - -
DEFERRED INCOME TAX - - -
___________ _________ _________
NET INCOME (LOSS) $ (12,432) $ (315) $(27,969)
_________ _________ _________
INCOME (LOSS) PER COMMON SHARE $ (.06) $ (.00) $ (.13)
___________ ___________ __________
The accompanying notes are an integral part of these financial statements
(Page 2)
<PAGE>
HARVEST E-XPRESS
[A Development Stage Company]
[Unaudited]
CONDENSED STATEMENTS OF CASH FLOWS
For three For three From Inception
Months Ended Months Ended on June 23,
March 31, 1996 March 31,1995 1994 Through
March 31, 1996
_________________________________
Cash Flows to Operating Activities:
Net income (loss) (12,432) (351) (27,969)
Adjustments to reconcile
net loss to net cash used by
operating activities:
Depreciation & Amortization
expense 2,403 16 5,096
Changes in assets and liabilities:
Decrease in accounts receivable 3,120 - -
Accounts payable (197) - 350
Accrued Expenses 342 - 6,550
Deferred offering costs - (7,250) -
Notes Receivable (1250) - (1250)
___________ ____________ ________
Net Cash Flows
to Operating Activities (8,014) (7,585) (17,223)
___________ ____________ ________
Cash Flows to Investing Activities
(Increase) in CD's (573) - (30,718)
Acquisition of property
and equipment (5,900) - (47,235)
___________ ____________ ________
Net Cash to Investing
Activities (6,473) - (77,953)
___________ ____________ ________
Cash Flows from Financing
Activities:
Proceeds from common
stock issuance - - 110,000
Increase in Notes payable - - 10,000
(Increase) in deferred
offering costs - - (12,004)
___________ ____________ ________
Net Cash from Financing
Activities - - 107,996
___________ ____________ ________
Net Cash Flow Activity (14,487) (7,585) 12,820
Cash at Beginning of Period 27,307 8,191 -
___________ ____________ ________
Cash at End of Period $ 12,820 $ 606 $ 12,820
___________ ____________ ________
The accompanying notes are an integral part of these financial statements
(Page 3)
<PAGE>
HARVEST E-XPRESS
[A Development Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - the company was organized under the laws of the State of
Nevada on June 23, 1994. The Company has not commenced
principal operations and is considered a development stage company as
defined in SFAS No. 7. The Company is planning to engage in the
business of grain cutting and custom machine hire. The Company has, at
the present time, not paid any dividends and any dividends that may be
paid in the future will depend upon the financial requirements of the
Company and other relevant factors.
Condensed Financial Statements - The accompanying financial statements
have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position,
resultsof operations and cash flows at March 31, 1996 and for all the
periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's
December 31, 1995 audited financial statements. The results of
operations for the period ended March 31, 1996 are not necessarily
indicative of the operation results for the full year.
Organizational Costs - The Company is amortizing its organization
cost,which reflect amounts expended to organize the Company, over
sixty [60] months using the straight line method.
Property Plant & Equipment - The Company is amortizing its PP&E,
which consists of a semi-tractor and trailer, over sixty (60) months
using the straight line method.
Loss Per Share - The computation of loss per share is based on the
weighted average number of shares outstanding during the period
presented.
Statement of Cash Flows - For purposes of the statement of cash flows,
the Company considers all highly liquid debt investment purchase with
a maturity of three months or less to be cash equivalents.
NOTE 2 - COMMON STOCK
During June, 1994, the company sold 100,000 shares of its previously
authorized, but unissued common stock to its initial shareholders.
The sales price of $.10 per share was arbitrarily determined by the
Company. Total proceeds of the sales amounted to $10,000.
(Page 4)
<PAGE>
HARVEST E-XPRESS
[A Development Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
Stock Option Plan - In January, 1995, the Board of Directors of the
Company adopted and the present stockholders approved, a stock option
plan. The plan provides for the granting of awards of up to 750,000
shares of common stock to officers, directors, consultants and
employees. The awards can consist of stock options, restricted stock
awards, deferred stock awards, stock appreciation rights and other
stock-base awards as described in the plan. Awards under the plan
will be granted as determined by the board of directors. At present,
no awards have been granted under the plan.
Public Offering of Common Stock - On August 12, 1995, the Company
completed a public offering of 100,000 shares of it previously
authorized but unissued common stock. This offering was registered
with the Securities and Exchange Commission on Form SB-2. An
offering price of $1.00 per share was arbitrarily determined by
the Company. The offering was managed by the Company without any
underwriter. The shares were offered and sold by the officers of
the Company, who received no sales commissions or other compensation
in connection with the offering, except for reimbursement of
expenses actually incurred on behalf of the Company in connection
with the offering. Total proceeds amounted to $100,000 and offering
costs of $12,004 were offset against capital in excess of par value.
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes".
FASB 109 requires the Company to provide a net deferred tax
asset/liability equal to the expected future tax benefit/expense of
temporary reporting differences between book and tax and any available
operation loss or tax credit carry forwards. At March 31,1996, the
Company has available unused operating loss carry forwards of
approximately $27,970, which may be applied against future taxable
income which will expire in 2009. The amount of and ultimate
realization of the benefits from the operating loss carry forwards
for income tax purposes is dependent, in part, upon the tax laws in
effect, the future earning of the Company, and other future events,
the effects of which cannot be determined. Because of the uncertainty
surrounding the realization of the loss carry forwards the Company has
established a valuation allowance equal to the tax effect of the loss
carry forwards and, therefore, no deferred tax asset has been
recognized for the loss carry forwards. The change in the valuation
allowance is equal to the tax effect of the current period's net loss.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has paid $8,000 in compensation
to its secretary/treasurer in 1996. No other officers or directors
(Page 5)
<PAGE>
HARVEST E-XPRESS
[A Development Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
have received any compensation. There was $9,000 paid to the
secretary/treasurer in 1995 and there was no compensation paid to
any officer or director during 1994.
Advance from Shareholder - During September, 1994 an
officer/shareholder of the Company advanced $315 to the Company on
a non-interest basis to cover organization expenses.
Office Space - The Company has not had a need to rent office space.
An officer of the Company is allowing the Company to use his address,
as needed, at no expense to the Company.
Note Receivable - The Company made a loan to an officer of the
Company in the amount of $1,250. The loan receivable earns interest
at 10% and is due upon demand.
Vehicle Purchase - The Company purchased a fueling truck in January,
for a purchase price of $6,000, from an officer of the Corporation.
NOTE 5 - Going Concern
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles which contemplate
continuation of the Company as a going concern. However, the Company
has incurred losses since inception and has not yet been successful in
establishing profitable operations. These factors raise substantial
doubt about the ability of the Company to continue as a going concern.
The financial Statements do not include any adjustments that might
resultfrom the outcome of these uncertainties.
NOTE 6 - Notes Payable
At September 30, 1995 the Company had a $10,000 note payable related
to the purchase of a semi-tractor. The note provides for interest at
per annum and is secured by a certificate of deposit. A payment of
$5,630.39 is due in August, 1996 and the remaining balance of
$5,630.39 is due in August, 1997
****** END OF FINANCIAL STATEMENTS ******
(Page 6)
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 2 Management's Plan of Operations.
The Company was incorporated on June 23, 1994. The Company has just
recently commenced, on a limited basis because of the timing of the
completion of it stock offering, part of its planned principal
operations and has generated no significant revenue and is
considered a development stage company. To date, activities have
been limited to organizational matters, development of a marketing
plan, acquisition of some equipment and the preparation and filing
of a registration statement to register a proposed public stock
offering of 100,000 shares of common stock at $1.00 per share that
was completed on August 12, 1995.
It is the intent of the Company to use the proceeds from the stock
offering to acquire combines and other machinery and equipment with
which to commence active business operations. A portion of the
proceeds will also be used to provide initial working capital for
the operation of the Company's proposed business. The Company was
formed to engage in the business of providing custom crop cutting
services on a machine hire basis to various farming operations in
the northern Utah and southern Idaho area. The Company intends to
provide such services to growers of all types of grain crops. In
addition to providing crop cutting services, management has acquired
a semitrailer and tractor unit with which to provide transport and
hauling services in connection with the crop cutting services, as a
means of transporting the harvested crops to granaries and other
storage processing facilities, and from there to market.
There is also no assurance that the company will be able to enter
into sufficient contracts or other arrangements for crop cutting
and hauling to fully utilize such machinery and operate profitably.
However, based on management's preliminary investigation and
inquiries of farm machinery and implement dealers, as well as its
knowledge of the industry, management believes that the Company will
be able to acquire used combine machines in good operating condition
for prices ranging from $30,000 to $60,000 depending upon the age and
condition of the units, and will be able to finance the acquisition
of such machinery over a period of years as standard lease or
purchase financing arrangements customarily provided by such dealers.
Management also intends to acquire a fueling truck and equipment to
service and maintain the combines in the field, which it believes
can be purchased for approximately $20,000.
Management had intended, if possible, to have the proposed offering
completed and the proceeds therefrom received by the Company, and to
have entered into contractual or other arrangements for acquisition
of the equipment, hiring of operators and other personnel, and the
providing of crop cutting services, and to have the equipment and
personnel in place and ready to commence operations during the 1995
harvest season which began approximately July, 1995. With the
proposed offering closing well after the beginning of the harvest
season, management analyzed potential harvesting opportunities still
available and then determined to defer the purchase of the combines
(Page 7)
<PAGE>
until next season. The company however purchased the semi
trailer/tractor and begun buying other service equipment. Management
believes that the proceeds of the completed offering will be
sufficient to make the initial down payments for acquisition of the
equipment and cover the operating expenses of the Company for up to
six months after commencement of operations and through the initial
operating season, during which time management believes the company
can being generating sufficient revenues from operation to thereafter
cover ongoing expenses. However, there is absolutely no assurance
of this, and if the Company is unable to generate sufficient revenues
from operations to cover expenses within such time frame, it will
have to seek additional debt or equity financing
for which it has no commitments.
PART II OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
None
ITEM 2 CHANGES IN SECURITIES
None
ITEM 3 DEFAULTS ON SENIOR SECURITIES
None
ITEM 4 SUBMISSION OF MATERS TO A VOTE OF SECURITIES HOLDERS
None
ITEM 5 OTHER INFORMATION
None
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
(Page 8)
<PAGE>
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
HARVEST E-XPRESS
\s\ Ken Edwards May 8, 1996
Ken Edwards, Secretary Date
Chief Executive Officer and
Chief Financial Officer
(Page 9)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 12,820
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 34,643
<PP&E> 47,235
<DEPRECIATION> 4,986
<TOTAL-ASSETS> 87,242
<CURRENT-LIABILITIES> 17,215
<BONDS> 0
<COMMON> 200
0
0
<OTHER-SE> 69,827
<TOTAL-LIABILITY-AND-EQUITY> 87,242
<SALES> 1,920
<TOTAL-REVENUES> 1,920
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 14,768
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 158
<INCOME-PRETAX> (12,432)
<INCOME-TAX> 0
<INCOME-CONTINUING> (12,432)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,432)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> 0
</TABLE>
