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 June 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 June 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 -
June 30,1996 and December 31, 1995 1
Condensed Statements of Operations -
For six months ended June 30, 1996,
six months ended June 30, 1995 and
from inception on June 23, 1994 through
June 30, 1996 2
Condensed Statements of Operations -
For three months ended June 30, 1996,
three months ended June 30, 1995 and
from inception on June 23, 1994 through
June 30, 1996 3
Condensed Statements of Cash Flows -
For six months ended June 30, 1996,
six months ended June 30, 1995 and
from inception on June 23, 1994 through
June 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
June 30, December 31,
1996 1995
___________ ___________
CURRENT ASSETS:
Cash in bank $ 18,283 $ 27,307
Accounts Receivable - 3,120
Certificate of Deposits - 20,000
Note Receivable 1,250 -
___________ ___________
Total Current Assets 19,533 50,427
___________ ___________
PROPERTY AND EQUIPMENT 39,948 38,736
___________ ___________
OTHER ASSETS:
Organization costs,
less accumulated amortization 189 221
Certificate of Deposit 10,438 10,145
___________ ___________
Total Other Assets 10,627 10,366
___________ ___________
$ 70,108 $ 99,529
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts from shareholder $ 315 $ 315
Accounts payable 113 547
Notes payable 10,000 10,000
Accrued Expenses 9,325 6,208
___________ ___________
Total Current Liabilities 19,753 17,070
___________ ___________
STOCKHOLDERS' EQUITY :
Common stock 200 200
Capital in excess of par value 97,796 97,796
Deficit accumulated during
the development stage (47,641) (15,537)
___________ ___________
Total Stockholders' Equity 50,355 82,459
___________ ___________
$ 70,108 $ 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 For the From Inception
Six Months Six Months On June 23,
Ended June Ended June 1994 Through
30, 1996 30, 1995 June 30, 1996
__________________________________________
SALES REVENUE $ 4,426 $ - $ 16,410
_________ _________ _________
EXPENSES:
General and administrative 10,463 1,921 16,097
Payroll and related expenses 20,362 - 30,344
Depreciation & Amortization 4,819 32 7,512
Operating expense 1,701 - 10,799
_________ _________ _________
Total Expenses 37,345 1,953 64,752
_________ _________ _________
OPERATING INCOME (LOSS) (32,919) (1,953) (48,342)
OTHER INCOME (EXPENSE):
Interest income 1,130 - 1,276
Interest expense (315) - (575)
___________ _________ _________
Total other Income (Exp.) 815 - 701
___________ _________ _________
LOSS BEFORE INCOME TAXES (32,104) (1,953) (47,641)
CURRENT INCOME TAX - - -
DEFERRED INCOME TAX - - -
___________ _________ _________
NET INCOME (LOSS) $ (32,104) $ (1,953) $(47,641)
_________ _________ _________
INCOME (LOSS) PER COMMON SHARE $ (.16) $ (.02) $ (.34)
___________ ___________ __________
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 For the From Inception
Three Months Three Months On June 23,
Ended June Ended June 1994 Through
30, 1996 30, 1995 June 30, 1996
__________________________________________
SALES REVENUE $ 2,506 $ - $ 16,410
_________ _________ _________
EXPENSES:
General and administrative 8,305 1,586 16,097
Payroll and related expenses 11,381 - 30,344
Depreciation & Amortization 2,385 16 7,512
Operating expense 506 - 10,799
_________ _________ _________
Total Expenses 22,577 1,602 64,752
_________ _________ _________
OPERATING INCOME (LOSS) (20,071) (1,602) (48,342)
OTHER INCOME (EXPENSE):
Interest income 556 - 1,276
Interest expense (157) - (575)
___________ _________ _________
Total other Income (Exp.) 399 - 701
___________ _________ _________
LOSS BEFORE INCOME TAXES (19,672) (1,602) (47,641)
CURRENT INCOME TAX - - -
DEFERRED INCOME TAX - - -
___________ _________ _________
NET INCOME (LOSS) $ (19,672) $ (1,602) $(47,641)
_________ _________ _________
INCOME (LOSS) PER COMMON SHARE $ (.10) $ (.02) $ (.34)
___________ ___________ __________
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
Six Months Six Months From Inception
Ended June Ended June on June 23,
30, 1996 30,1995 1994 Through
June 30, 1996
_________________________________
Cash Flows to Operating Activities:
Net income (loss) (32,104) (1,953) (47,641)
Adjustments to reconcile
net loss to net cash used by
operating activities:
Depreciation & Amortization
expense 4,819 32 7,512
Changes in assets and liabilities:
Decrease in accounts receivable 3,120 - -
Accounts payable (434) 1,061 113
Accrued Expenses 3,118 - 9,326
Deferred offering costs - (7,250) -
Notes Receivable (1,250) - (1,250)
___________ ____________ ________
Net Cash Flows
to Operating Activities (22,731) (8,110) (31,940)
___________ ____________ ________
Cash Flows form (to) Investing Activities
Decrease(Increase) in CD's 19,707 - (10,438)
Acquisition of property
and equipment (6,000) - (47,335)
___________ ____________ ________
Net Cash from (to) Investing
Activities 13,707 - (57,773)
___________ ____________ ________
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 (9,024) (8,110) 18,283
Cash at Beginning of Period 27,307 8,191 -
___________ ____________ ________
Cash at End of Period $ 18,283 $ 81 $ 18,283
___________ ____________ ________
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 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 June 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 June 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 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 June 30, 1996, the
Company has available unused operating loss carry forwards of
approximately $45,000, 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 June 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
The Company had a $10,000 note payable related to the purchase of
a semi-tractor. The note provides for interest at 7.75% 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
(Page 7)
<PAGE>
PART I FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial
Condition and Results 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 for the year 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 six months ended June 30, 1996,
the Company continued to engage in limited trucking operations,
from which it generated $4,426 in revenues. However, expenses
totalled $37,345 during the period, resulting in a net loss of
$32,104. Operations were limited during this period due primarily
to the seasonal nature of the business and the fact that only
limited trucking operations can be conducted during the winter
season. Furthermore, management's intent to acquire combines to
commence full scale operations during the 1996 harvest season has
been further delayed due to the fact that Cleon Edwards, the chief
operating officer of the Company, recently suffered a heart attack
requiring hospitalization. Mr. Edwards is still recuperating, and
although the prognosis for recovery appears good thus far, the
extent of eventual recovery is still not known and will require
additional time for convalescing. Therefore, management has
decided to defer again the acquisition of combines and any other
major equipment purchases until Mr. Edwards recovery is more
complete and he is able to resume normal activity. In the meantime
the Company will continue to engage in trucking operations to the
extent possible by hiring drivers. Management will continue to
review this situation with respect to Mr. Edwards health on an
ongoing basis, and intends to finalize a decision with respect to
the acquisition of combines before the next harvest season.
Management will also consider other alternatives the Company might
pursue in the event that Mr. Edwards health does not improve
sufficiently to allow him to resume normal activity. At this time,
management has no specific plans, proposals, arrangements or
understandings with respect to any other course of action the
Company might pursue.
(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. The Company has no other
significant assets or commitments with respect to sources of
capital, and is totally dependent upon the net proceeds received
from this offering to provide working capital to continue
operations until the Company can begin generating sufficient
revenues from operations on an ongoing basis to cover all operating
and other expenditures. At this time no assurance can be given
with respect to the length of time that it will be necessary to
fund operations using the proceeds of this offering. As of June 30, 1996
the Company still has approximately $25,000 left from the initial
offering, including cash of approximately $15,000 and a certificate
of deposit of approximately $10,000. The certificate of deposit, however,
is pledged as collateral for a note payable of $10,000 related to the
purchase of the Company's semi-tractor.
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 August 12, 1996
Ken Edwards, Secretary Date
Chief Executive Officer and
Chief Financial Officer
(Page 10)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 18,283
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19,533
<PP&E> 47,335
<DEPRECIATION> 7,387
<TOTAL-ASSETS> 70,108
<CURRENT-LIABILITIES> 19,753
<BONDS> 0
0
0
<COMMON> 200
<OTHER-SE> 50,155
<TOTAL-LIABILITY-AND-EQUITY> 70,108
<SALES> 4,426
<TOTAL-REVENUES> 4,426
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 37,345
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 315
<INCOME-PRETAX> (32,104)
<INCOME-TAX> 0
<INCOME-CONTINUING> (32,104)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (32,104)
<EPS-PRIMARY> (.16)
<EPS-DILUTED> 0
</TABLE>
