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 September 30, 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 September 30, 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 -
September 30,1996 and December 31, 1995 1
Condensed Statements of Operations -
For nine months ended September 30, 1996,
nine months ended September 30, 1995 and
from inception on June 23, 1994 through
September 30, 1996 2
Condensed Statements of Operations -
For three months ended September 30, 1996,
three months ended September 30, 1995 and
from inception on June 23, 1994 through
September 30, 1996 3
Condensed Statements of Cash Flows -
For nine months ended September 30, 1996,
nine months ended September 30, 1995 and
from inception on June 23, 1994 through
September 30, 1996 4
Notes to Condensed Financial Statements 5 - 7
Item 2 Management's Discussion and Analysis
of Financial Condition and Results
of Operations. 8 - 9
PART 2 OTHER INFORMATION
Item 1 Legal Proceedings 9
Item 2 Changes in Securities 9
Item 3 Defaults upon Senior Securities 9
Item 4 Submission of Matters to a vote of
Security Holders 9
Item 5 Other Information 9
Item 6 Exhibits and Reports on Form 8-K 9
SIGNATURES 10
<PAGE>
PART I FINANCIAL INFORMATION
HARVEST E-XPRESS
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited]
ASSETS
September 30, December 31,
1996 1995
___________ ___________
CURRENT ASSETS:
Cash in bank $ 2,442 $ 27,307
Accounts Receivable - 3,120
Certificate of Deposits - 20,000
Note Receivable 1,250 -
___________ ___________
Total Current Assets 3,692 50,427
___________ ___________
PROPERTY AND EQUIPMENT 37,461 38,736
___________ ___________
OTHER ASSETS:
Organization costs,
less accumulated amortization 173 221
Certificate of Deposit - 10,145
___________ ___________
Total Other Assets 173 10,366
___________ ___________
$ 41,326 $ 99,529
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts from shareholder $ 315 $ 315
Accounts payable 113 547
Notes payable - 10,000
Accrued Expenses 719 6,208
___________ ___________
Total Current Liabilities 1,147 17,070
___________ ___________
STOCKHOLDERS' EQUITY :
Common stock 200 200
Capital in excess of par value 97,796 97,796
Deficit accumulated during
the development stage (57,817) (15,537)
___________ ___________
Total Stockholders' Equity 40,179 82,459
___________ ___________
$ 41,326 $ 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 Nine For the Nine From Inception
Months Ended Months Ended On June 23, 1994
September September Through September
30, 1996 30, 1995 30, 1996
__________________________________________
SALES REVENUE $ 6,051 $ - $ 18,035
_________ _________ _________
EXPENSES:
General and administrative 18,977 1,921 24,611
Payroll and related expenses 18,862 - 28,844
Depreciation & Amortization 7,223 32 9,916
Operating expense 3,844 - 12,942
_________ _________ _________
Total Expenses 48,906 1,953 76,313
_________ _________ _________
OPERATING INCOME (LOSS) (42,855) (1,953) (58,278)
OTHER INCOME (EXPENSE):
Interest income 1,138 - 1,284
Interest expense (563) - (823)
___________ _________ _________
Total other Income (Exp.) 575 - 461
___________ _________ _________
LOSS BEFORE INCOME TAXES (42,280) (1,953) (57,817)
CURRENT INCOME TAX - - -
DEFERRED INCOME TAX - - -
___________ _________ _________
NET INCOME (LOSS) $ (42,280) $ (1,953) $(57,817)
_________ _________ _________
INCOME (LOSS) PER COMMON SHARE $ (.21) $ (.02) $ (.39)
___________ ___________ __________
The accompanying notes are an integral part of these financial statements
<PAGE> (Page 2)
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, 1994
September September Through September
30, 1996 30, 1995 30, 1996
__________________________________________
SALES REVENUE $ 1,625 $ - $ 18,035
_________ _________ _________
EXPENSES:
General and administrative 8,514 1,586 24,611
Payroll and related expenses (1,500) - 28,844
Depreciation & Amortization 2,404 16 9,916
Operating expense 2,143 - 12,942
_________ _________ _________
Total Expenses 11,561 1,602 76,313
_________ _________ _________
OPERATING INCOME (LOSS) (9,936) (1,602) (58,278)
OTHER INCOME (EXPENSE):
Interest income 8 - 1,284
Interest expense (248) - (823)
___________ _________ _________
Total other Income (Exp.) (240) - 461
___________ _________ _________
LOSS BEFORE INCOME TAXES (10,176) (1,602) (57,817)
CURRENT INCOME TAX - - -
DEFERRED INCOME TAX - - -
___________ _________ _________
NET INCOME (LOSS) $ (10,176) $ (1,602) $(57,817)
_________ _________ _________
INCOME (LOSS) PER COMMON SHARE $ (.10) $ (.02) $ (.39)
___________ ___________ __________
The accompanying notes are an integral part of these financial statements
(Page 3)
<PAGE>
HARVEST E-XPRESS
[A Development Stage Company]
[Unaudited]
CONDENSED STATEMENTS OF CASH
Nine Months Nine Months From Inception
Ended Ended on June 23,
September September 1994 Through
30, 1996 30,1995 September
30, 1996
________________________________________
Cash Flows to Operating Activities:
Net income (loss) (42,280) (1,953) (57,817)
Adjustments to reconcile
net loss to net cash used by
operating activities:
Depreciation & Amortization
expense 7,223 32 9,916
Changes in assets and liabilities:
Decrease in accounts receivable 3,120 - -
Accounts payable (434) 1,061 113
Accrued Expenses (5,389) - 819
Deferred offering costs - (7,250) -
Notes Receivable (1,250) - (1,250)
___________ ____________ __________
Net Cash Flows
to Operating Activities (39,010) (8,110) (48,219)
___________ ____________ __________
Cash Flows from (to) Investing Activities
Decrease(Increase) in CD's 30,145 - -
Acquisition of property
and equipment (6,000) - (47,335)
___________ ____________ __________
Net Cash from (to) Investing
Activities 24,145 - (47,335)
___________ ____________ __________
Cash Flows from Financing
Activities:
Proceeds from common
stock issuance - - 110,000
Decrease in Notes payable (10,000) - -
(Increase) in deferred
offering costs - - (12,004)
___________ ____________ __________
Net Cash from Financing
Activities (10,000) - 97,996
___________ ____________ _________
Net Cash Flow Activity (24,865) (8,110) 2,442
Cash at Beginning of Period 27,307 8,191 -
___________ ____________ __________
Cash at End of Period $ 2,442 $ 81 $ 2,442
___________ ____________ __________
The accompanying notes are an integral part of these financial statements
(Page 4)
<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 has been planning from its inception
to engage in the business of grain cutting and custom machine hire, but at
the present time is considering other business opportunities. 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 September 30, 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 September 30, 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 5)
<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 stockholders at that time 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 September 30, 1996, the
Company has available unused operating loss carry forwards of
approximately $57,000, 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 $16,000 in compensation
to its secretary/treasurer in 1996. No other officers or directors
(Page 6)
<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. At September 30, 1996 the unpaid balance of
the note was $1,250.
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
result from the outcome of these uncertainties.
NOTE 6 - Notes Payable
During the quarter ended September 30, 1996 the Company paid in full
a $10,000 notes payable relating to the purchase of a semi-tractor.
The note provided for interest at 7.75% per annum and was secured
by a certificate of deposit. Principal of $10,000 was paid along with
interest of $824.
Note 7 - Subsequent Events
The Company has been holding discussions with a private company about the
possibility of a potential business combination. The ultimate outcome
of these discussions is uncertain at this time and would be subject to the
parties involved signing a definitive acquisition agreement.
(Page 7)
<PAGE>
PART I FINANCIAL INFORMATION
Item 2. Management's Plan of Operations.
The following discussion and analysis should be read in
conjunction with the Company's financial statements and the notes
associated with them contained elsewhere in this report.
Results of Operations.
Fiscal Year. The Company generated a net operating loss of $13,697 for
the fiscal year ended December 31, 1995. Even though the Company commenced
limited operations during the year, it was not able to commence full scale
operations because the public offering of securities to raise funds to
commence operations was not completed in time to have the combines acquired
and in place ready to go by the commencement of the 1995 harvest season.
Management therefore decided to defer acquisition of the combines until the
1996 harvest season, but did acquire a semi trailer/tractor unit and
commenced limited operations relating to hauling goods. To date, activities
have been limited to organizational matters and the initial, limited
commencement of operations, including the acquisition of the semi
trailer/tractor unit and also a fuel truck and equipment to service and
maintain the combines, and other preliminary matters including preparation
and filing of a registration statement for a public offering of securities
to raise funds. Management has also been soliciting potential business.
Although the Company generated revenues of $11,984 during the year ended
December 31, 1995 from the trucking operations, expenditures incurred
incident to the initial start up of operations resulted in total expenses
for the year of $25,566.
Interim Period. During the nine months ended September 30, 1996,
the Company continued to engage in limited trucking operations, from which
it generated $6,051 in revenues. However, expenses totalled $48,906 during
the period, resulting in a net loss of $42,280. Operations were limited
during this period due primarily to the seasonal nature of the business
and the fact Cleon Edwards,the chief operating officer of the Company,
recently suffered a heart attack requiring hospitalization. Furthermore,
management's intent to acquire combines to commence full scale operations
has been canceled due to Mr. Edwards present heart condition. Major surgery
was required to alleviate Mr. Edwards heart condition and due to the extent
of damage and the required activities of operating such a Company,
Mr. Edwards decided, due to those conditions, to resign as an officer and
director of the Company. Therefore, present management has decided to
actively pursue and consider other business alternatives for the Company.
Management is currently in the process of negotiations with respect to a
potential acquisition, but has not reached any agreement with respect to any
specific acquisition. At the present time there is no assurances that any
such agreement will be reached or that any acquisition will be made.
(page 8)
<PAGE>
Liquidity and Capital Resources.
The Company was incorporated on June 23, 1994. Although the Company
was incorporated in 1994 it was inactive from inception and had no
operations until after completion of its public offering in August of 1995.
In connection with the organization of the Company, in 1994 the officers
and directors of the Company contributed $10,000 cash to initially
capitalize the Company in exchange for 100,000 shares of Common Stock. The
Company then filed a registration statement with the Securities and Exchange
Commission which was declared effective March 15, 1995. Commencing
such date, the Company offered and sold 100,000 shares of common stock and
raised gross proceeds of $100,000. Net proceeds after offering costs
amounted to $87,996.
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 9)
<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 November 14, 1996
Ken Edwards, Secretary Date
Chief Executive Officer and
Chief Financial Officer
(Page 10)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,442
<SECURITIES> 0
<RECEIVABLES> 1,250
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,692
<PP&E> 47,335
<DEPRECIATION> 9,874
<TOTAL-ASSETS> 41,326
<CURRENT-LIABILITIES> 1,147
<BONDS> 0
0
0
<COMMON> 200
<OTHER-SE> 50,155
<TOTAL-LIABILITY-AND-EQUITY> 41,326
<SALES> 6,051
<TOTAL-REVENUES> 6,051
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 48,906
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 563
<INCOME-PRETAX> (42,280)
<INCOME-TAX> 0
<INCOME-CONTINUING> (42,280)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (42,280)
<EPS-PRIMARY> (.21)
<EPS-DILUTED> 0
</TABLE>
