U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
Commission File No. 33-89326
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from __________ to __________.
HARVEST E-XPRESS
(Name of small business issuer in its charter)
Nevada 87-0530644
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
4484 Taylor Avenue, Ogden, Utah 84403
(Address of principal executive offices) (zip code)
Issuer's telephone number, including area code:(208)766-4622
Securities registered under Section 12(b) of the Exchange
Act: None
Securities registered under Section 12(g) of the Act: None
Check whether the Issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Issuer was required to file
such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Check if no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of the Issuer's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB. [ ]
The Issuer's revenues for its most recent fiscal year. $6,051
As of March 26, 1997, the aggregate market value of voting
stock held by non-affiliates was approximately $950.00.
(See Item 5 herein).
The number of shares outstanding of the Issuer's common
stock at December 31, 1996: 200,000
<PAGE>
PART I
Item 1. Description of Business
(a) Business Development.
Harvest E-xpress (the "Company") was recently
incorporated under the laws of the State of Nevada on June
23, 1994. In connection with the organization of the
Company, the officers and founders of the Company
contributed $10,000 cash to initially capitalize the Company
in exchange for 100,000 shares of Common Stock.
The Company then registered a public offering of its
securities to raise funds from such offering with which to
commence business operations. Pursuant to a Registration
Statement on Form SB-2, Commission File No. 33-89362, which
became effective March 15, 1995, the Company sold 100,000
shares of its common stock to the public at $1.00 per share
and raised gross proceeds of $100,000. The offering was
completed in August of 1995.
(b) Business of Company.
General
The Company was formed to engage in the business of
providing custom combine cutting services for grain crops
and other agricultural machine hire services to various
farming operators, primarily in northern Utah and southern
Idaho. In addition to providing crop cutting services, the
Company acquired a semi-trailer 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 and
processing facilities, and from there to market.
The Company used the proceeds of the offering to
purchase some of the equipment needed to commence business
operations. Due to the seasonal nature of the Company's
proposed business, management's intent, if possible, was to
have the 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
providing of crop cutting services, and to have the
equipment and personnel in place and ready to commence
operations by July, 1995. Because the Company was unable to
complete the offering until August of 1995 and acquire and
have the combines and related equipment in place and ready
to commence operating by the beginning of the 1995 harvest
season, management decided to defer the acquisition of the
combines, but still acquired a semi trailer/tractor unit.
The Company used the trucking equipment to provide transport
and hauling services throughout most of the year for a
variety of goods and commodities.
Management intended to complete acquisition of the
combines and other harvesting equipment and have them in
place and ready by the beginning of the 1996 harvest season.
However, prior to commencement of the 1996 harvest season,
the chief operating officer of the Company, upon whom the
Company was substantially dependent for the conduct of its
business operations, suffered a serious heart attack
requiring hospitalization and a lengthy convalescence, and
subsequently decided to resign as an officer of the Company.
Due to this setback, the remaining member of management
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decided not to attempt to conduct the grain cutting
operations during the 1996 harvest season, and again
deferred the acquisition of combines and other equipment
necessary for such operations. However, management does
intend to resume trucking operations during the coming year
and also re-evaluate the combine purchase. In addition,
management decided to actively seek and pursue other
potential business acquisitions or other opportunities which
the Company might become involved in. During the latter
half of 1996, the Company became involved in negotiations
with respect to a potential business acquisition, but such
negotiations were unsuccessful. Management is currently in
the process of negotiating with respect to other potential
business acquisitions but has not reached agreement or
entered into any definitive agreement with respect to any
specific acquisition. At the present time there is no
assurance that any such agreement will be reached or that
any acquisition will be made.
Employees
The Company presently has no full-time employees.
Item 2. Properties
The Company presently does not have or need any office
facilities, but uses the home of Mr. Ken Edwards, its Chief
Executive Officer and Secretary/Treasurer, in Ogden, Utah,
as its business address. The Company will pay for or
reimburse this individual for any additional out of pocket
costs incurred by him in providing these facilities.
Item 3. Legal Proceedings.
The Company is not a party to any material pending
legal proceedings and, to the best of its knowledge, no
action by or against the Company has been threatened.
Item 4. Submission of Matters to a Vote of Security
Holders.
No matter was submitted to a vote of security holders
through the solicitation of proxies or otherwise during the
fourth quarter of the fiscal year covered by this report.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters.
(a) Market information.
Although the public offering closed in August, 1995 and
the Common Stock of the Company has been eligible for
trading in the over-the-counter market since that time,
there is no active public trading market, but there have
been published bid quotations of $.01 per share for the
Common Stock of the Company throughout most of that time.
(b) Holders.
As of March 25, 1996, there were approximately 56
record holders of the Company's Common Stock.
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(c) Dividends.
The Company has not previously paid any cash dividends
on common stock and does not anticipate or contemplate
paying dividends on common stock in the foreseeable future.
It is the present intention of management to utilize all
available funds for the development of the Company's
business. The only restrictions that limit the ability to
pay dividends on common equity or that are likely to do so
in the future, are those restrictions imposed by law. Under
Nevada corporate law, no dividends or other distributions
may be made which would render the Company insolvent or
reduce assets to less than the sum of its liabilities plus
the amount needed to satisfy any outstanding liquidation
preferences.
Item 6. 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.
The Company generated a net 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.
During 1996, the Company continued to engage in limited
trucking operations, from which it generated a loss of
$(43,584). Operations were limited during this period due
to the fact that management's intent to acquire combines to
commence full scale grain cutting and harvesting operations
during the 1996 harvest season suffered a serious setback
due to the fact that Cleon Edwards, the chief operating
officer of the Company, suffered a heart attack requiring
hospitalization, and decided to resign as an officer of the
Company. Therefore, the remaining member of management
decided not to attempt to conduct the grain cutting
operations, and acquisition of combines and other equipment
for such operations was again deferred. However, management
presently intends to resume trucking operations during the
coming year, and also re-evaluate the combine purchase. In
addition management decided to actively seek and pursue
other potential business acquisitions or other opportunities
which the Company might become involved in. During the
latter half of 1996, the Company became involved in
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negotiations with respect to a potential business
acquisition, but such negotiations were unsuccessful.
Management is currently in the process of negotiating with
respect to other potential business acquisitions but has not
reached agreement or entered into any definitive agreement
with respect to any specific acquisition. At the present
time there is no assurance that any such agreement will be
reached or that any acquisition will be made.
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. These proceeds were used to acquire a semi-
trailer/tractor unit and other assets related to the
Company's business operations. As of December 31, 1996, the
Company had total assets of $40,450 consisting mostly of
property and equipment acquired in connection with its
business operations. The Company has no other assets or
commitments with respect to sources of capital, and is
totally dependent upon these assets to provide funding for
the Company until such time that the Company can generate
sufficient revenues from existing operations. At this time
no assurance can be given with respect to the length of time
that it will be necessary to fund the Company using the
remaining assets.
The Company will also seek to find potential business
acquisitions or other business opportunities which do not
have significant capital requirements and can be acquired or
entered into through the issuance of additional securities
of the Company or otherwise without cash capital, to provide
additional capital and revenues to the Company. In all
likelihood, this will involve the issuance of substantial
additional authorized, but previously unissued securities of
the Company, which will dilute the relative ownership of
existing securityholders. However, at the present time no
assurances can be given with respect to terms of any such
acquisition, that any such acquisition will be made, or when
it might be made.
Item 7. Financial Statements.
See attached Financial Statements and Schedules.
Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.
There are not and have not been any disagreements
between the Company and their accountants on any matter of
accounting principles or practices or financial statement
disclosure.
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<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance With Section 16(a) of
the Exchange Act
(a) Identify Directors and Executive Officers.
The following table sets forth the directors, executive
officers and other significant employees of the Company,
their ages, and all offices and positions with the Company.
Each director is elected for a period of one year and
thereafter serves until his successor is duly elected by the
stockholders and qualifies. Officers and other employees
serve at the will of the Board of Directors.
Term Served As Positions
Name of Director Age Director/Offic With Company
er
Ken Edwards 46 Chief Executive
Since Officer &
Cleon Edwards 65 inception Secretary/Treasurer
President & Chief
1994 to 1996 Operating Officer
These two individuals have served as management of the
Company. A brief description of their positions, duties and
their background and business experience is as follows:
Cleon Edwards served as President and chief operating
officer of the Company until his recent resignation. As
such, his duties included primary responsibility for overall
management of the operation and maintenance of the equipment
and physical facilities, supervision and training of
operators, and solicitation of and other continuing contact
with customers and potential customers. His experience with
the agricultural industry dates back to his childhood.
Because of the Company's substantial dependence upon him for
the conduct of its existing business operations, after his
resignation due to the medical problems, remaining
management decided to scale back operations for the
remainder of 1996.
Ken Edwards serves as Secretary/Treasurer and chief
executive or administrative officer of the Company, and now
is the sole remaining member of management of the Company,
and is presently making plans for the upcoming season. He
is responsible for all administrative duties, including
management of existing operations as well as negotiation on
behalf of the Company with respect to additional potential
business acquisitions or opportunities which the Company
might become involved in. Since 1978, he has worked as a
broker, trader, and presently as a consultant in the
securities industry.
Directorships. None of the Company's directors nor any
person nominated or chosen to become a director holds any
other directorships in any other company with a class of
securities registered pursuant to Section 12 of the Exchange
Act or subject to the requirements of Section 15(d) of such
Act or any company registered as an investment company under
the Investment Company Act of 1940.
(b) Identify Significant Employees.
None other than the persons previously identified.
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<PAGE>
(c) Family Relationships.
Cleon and Ken Edwards are father and son.
(d) Involvement in Certain Legal Proceedings.
Except as described hereinabove, no officer or director
of the Company; 1) has had any petition filed, within the
past five years, in Federal Bankruptcy or state insolvency
proceedings on such person's behalf or on behalf of any
entity of which such person was an officer or general
partner within two years of filing; or 2) has been convicted
in a criminal proceeding within the past five years or is
currently a named subject of a pending criminal proceeding;
or 3) has been the subject, within the past five years, of
any order, judgment, decree or finding (not subsequently
reversed, suspended or vacated) of any court or regulatory
authority involving violation of securities or commodities
laws, or barring, suspending, enjoining or limiting any
activity relating to securities, commodities or other
business practice.
Compliance with Section 16(a) of the Exchange Act
The Issuer is not subject to the provisions of Section
16(a).
Item 10. Executive Compensation.
The following table contains information with respect
to all cash compensation paid or accrued by the Company
during the past three fiscal years to the Chief Executive
Officer of the Company. No officer individually received
annual cash compensation exceeding $100,000 during the past
three years.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
- ------------------------------------------------------------
Name and Restricted Securities ALL
Principal Stock Underlying Other
Position Year Salary Bonus Awards Options/SARS Compen-
sation
($) ($) ($)
- ------------------------------------------------------------
CEO - 1996 $16,275 -0- -0- -0- -0-
Ken 1995 $ 9,000 -0- -0- -0- -0-
Edwards 1994 -0- -0- -0- -0- -0-
- ------------------------------------------------------------
1995 Stock Option Plan
In January 1995, the Board of Directors of the Company
adopted and the present stockholders approved, a Stock
Option Plan ("1995 Plan"). The 1995 Plan authorizes the
granting of awards of up to 750,000 shares of Common Stock
to the Company's key employees, officers, directors and
consultants. Awards consist of stock options (both
nonqualified options and options intended to qualify as
"Incentive" stock options under Section 422 of the Internal
Revenue Code of 1986, as amended), restricted stock awards,
deferred stock awards, stock appreciation rights and other
stock-based awards, as described in the 1995 Plan.
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The 1995 Plan is administered by the Board of Directors
which determines the persons to whom awards will be granted,
the number of awards to be granted and the specific terms of
each grant, including the vesting thereof, subject to the
provisions of the 1995 Plan.
In connection with qualified stock options, the
exercise price of each option may not be less than 100% of
the fair market value of the Common Stock on the date of
grant (or 110% of the fair market value in the case of a
grantee holding more than 10% of the outstanding stock of
the Company). The aggregate fair market value of shares for
which qualified stock options are exercisable for the first
time by such employee during any calendar year may not
exceed $100,000. Nonqualified stock options granted under
the 1995 Plan may be granted at a price determined by the
Board of Directors, not to be less than the fair market
value of the Common Stock on the date of grant.
The 1995 Plan also contains certain change in control
provisions which could cause options and other awards to
become immediately exercisable and restrictions and deferral
limitations applicable to other awards to lapse in the event
any "person," as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, including a
"group" as defined in Section 13(d), but excluding certain
stockholders of the Company, became the beneficial owners of
more than 25% of the Company's outstanding shares of Common
Stock.
Compensation of Directors
None
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements
The Company has not entered into any contracts or
arrangements with any named executive officer which would
provide such individual with a form of compensation
resulting from such individual's resignation, retirement or
any other termination of such executive officer's employment
with the Company or its subsidiary, or from a change-in-
control of the Company or a change in the named executive
officer's responsibilities following a change-in-control.
Item 11. Security Ownership of Certain Beneficial Owners
and Management.
The following table sets forth certain information with
respect to the beneficial ownership of the Company's common
stock by each director of the Company, each person known by
the Company to be the beneficial owner of more than five
percent (5%) of said securities, and all directors and
executive officers of the Company as a group:
Title of Amount and Nature of % of
Name and Address Class Beneficial Ownership Class
- ------------------ ------ ---------------------- -----
Ken Edwards Common 97,200 shares 49%
2593 N. 400 E.
Ogden, UT 84414
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Officers & directors Common 97,200 shares 49%
as a group (1 person)
ZDN LLC Common 35,000 shares 17.5%
300 Rector Place, #9N
N.Y., N.Y. 10016
The foregoing amounts include all shares these persons
are deemed to beneficially own regardless of the form of
ownership. See "Certain Transactions."
Cleon Edwards, a former officer, previously held 20,000 shares
of common stock. Upon his resignation he gifted these shares
to his son Ken Edwards. These shares are included in the
above table.
Item 12. Certain Relationships and Related Transactions.
During the two most recent fiscal years, the Company
has entered into certain transactions with officers,
directors or affiliates of the Company which, even though
they may involve conflicts of interest in that they were not
arms' length transactions, were believed to be fair and
equitable transactions in the best interest of the Company.
These transactions include the following:
In connection with the organization of the Company, its
officers and directors paid $10,000 cash to purchase 100,000
shares of Common Stock at a price of $.10 per share.
The Company's principal place of business is located at
Cleon Edwards' farm in Malad, Idaho, which the Company
continues to have the use of as a base of operations,
notwithstanding Mr. Edwards resignation as an officer. The
machinery and equipment are kept and maintained using the
storage sheds and maintenance facilities located there. The
Company is not required to pay rent for the use of such
facilities, but does pay for or reimburse Mr. Edwards for
any out of pocket costs incurred for repairs or maintenance,
including the cost of acquiring maintenance equipment such
as air compressors, welders, portable fuel tanks, grease
guns, wrenches and other machine service tools.
The Company presently has no office facilities but the
Company uses as its business address the home address of Mr.
Ken Edwards until such time as the Company's operations
expand and develop to the point where additional facilities
are needed and the Company has the ability to pay for such
facilities. There is presently no formal written agreement
for the use of such facilities, and no assurance that such
facilities will be available to the Company on such a basis
for any specific length of time.
The Company has no formal written employment agreement
or other contracts with its officer, and there is no
assurance that the services and facilities provided by this
individual will be available for any specific length of time
in the future.
Except as disclosed in this item, in notes to the
financial statements or elsewhere in this report, the
Company is not aware of any indebtedness or other
transaction in which the amount involved exceeds $60,000
between the Company and any officer, director, nominee for
director, or 5% or greater beneficial owner of the Company
or an immediate family member of such person; nor is the
Company aware of any relationship in which a director or
nominee for director of the Company was also an officer,
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director, nominee for director, greater than 10% equity
owner, partner, or member of any firm or other entity which
received from or paid the Company, for property or services,
amounts exceeding 5% of the gross annual revenues or total
assets of the Company or such other firm or entity.
PART IV
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits to this report are all documents
previously filed which are incorporated herein as exhibits
to this report by reference to registration statements and
other reports previously filed by the Company pursuant to
the Securities Act of 1933 and the Securities Exchange Act
of 1934.
(b) Reports on Form 8-K have not been filed during the
last quarter of the fiscal year ended December 31, 1996.
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SIGNATURES
In accordance with Section 12 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HARVEST E-XPRESS
By: /s/ Ken Edwards Date: March 26, 1997
Ken Edwards, CEO, Secretary/Treasurer
Chief Executive Officer and
Chief Financial Officer
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the
registrant and in the capacities and the dates indicated.
By: /s/ Ken Edwards Date: March 26, 1997
Ken Edwards, CEO, Secretary/Treasurer
Chief Executive Officer and
Chief Financial Officer
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Supplemental Information to be Furnished With Reports Filed Purs
uant to Section 15(d) of the Exchange Act by Non Reporting
Issuers
No annual report or proxy statement has been sent to
security holders.
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HARVEST E-XPRESS
[A Development Stage Company]
FINANCIAL STATEMENTS
DECEMBER 31, 1996
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
HARVEST E-XPRESS
[A Development Stage Company]
CONTENTS
PAGE
_ Independent Auditors' Report 1
_ Balance Sheet, December 31, 1996 2
_ Statements of Operations, for the years ended
December 31, 1996 and 1995 and from inception
on June 23, 1994 through December 31, 1996 3
_ Statement of Stockholders' Equity (Deficit),
from inception on June 23, 1994 through
December 31, 1996 4
_ Statements of Cash Flows, for the years ended
December 31, 1996 and 1995 and from inception
on June 23, 1994 through December 31, 1996 5 -6
_ Notes to Financial Statements 7 - 10
<PAGE>
PRITCHETT, SILER & HARDY, P.C.
430 EAST 400 SOUTH
SALT LAKE CITY, UTAH 84111
(801) 328-2727
INDEPENDENT AUDITORS' REPORT
Board of Directors
HARVEST E-XPRESS
Ogden, Utah
We have audited the accompanying balance sheet of Harvest E-
xpress [a development stage company] at December 31, 1996,
and the related statement of operations, stockholders'
equity and cash flows for the years ended December 31, 1996
and 1995 and from inception on June 23, 1994 through
December 31, 1996. These financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements audited by us
present fairly, in all material respects, the financial
position of Harvest E-xpress as of December 31, 1996, and
the results of its operations and its cash flows for the
years ended December 31, 1996 and 1995 and for the periods
from inception through December 31, 1996, in conformity with
generally accepted accounting principles.
/S/ PRITCHETT, SILER & HARDY, P.C.
March 4, 1997
<PAGE>
HARVEST E-XPRESS
[A Development Stage Company]
BALANCE SHEET
ASSETS
December 31,
1996
_____________
CURRENT ASSETS:
Cash in bank $ 259
Note receivable - related party 1,344
_____________
Total Current Assets 1,603
_____________
PROPERTY AND EQUIPMENT, net 38,690
_____________
OTHER ASSETS:
Organization costs, net 157
_____________
Total Other Assets 157
_____________
$ 40,450
_____________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Advance from Shareholder $ 315
Accounts payable 592
_____________
Total Current Liabilities 907
_____________
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
50,000,000 shares authorized,
200,000 shares issued and outstanding 200
Capital in excess of par value 97,796
Deficit accumulated during the
development stage (58,453)
_____________
Total Stockholders' Equity 39,543
_____________
$ 40,450
_____________
The accompanying notes are an integral part of these financial
statements.
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HARVEST E-XPRESS
[A Development Stage Company]
STATEMENTS OF OPERATIONS
From Inception on
For the Year Ended June 23, 1994
December 31, Through
___________________________December 31,
1996 1995 1996
________________________________________
REVENUE:
Sales $ 6,051 $11,984 $ 18,035
________________________________________
EXPENSES:
Amortization and depreciation 6,798 2,662 9,491
General and administrative 21,045 3,825 26,679
Operating expenses 3,659 9,098 12,757
Payroll and related expenses 18,133 9,982 28,115
________________________________________
Total Expense 49,635 25,567 77,042
________________________________________
OPERATING INCOME (LOSS) (43,584) (13,583) (59,007)
________________________________________
OTHER INCOME (EXPENSE):
Interest income 1,232 146 1,378
Interest expense (564) (260) (824)
________________________________________
Total Other Income (Expense) 668 (114) 554
________________________________________
GAIN (LOSS) BEFORE INCOME TAXES (42,916) (13,697) 554
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
________________________________________
NET LOSS $ (42,916) $(13,697) $ (58,453)
________________________________________
LOSS PER COMMON SHARE $ (.21) $ (.10) $ (.38)
________________________________________
The accompanying notes are an integral part of these financial
statements.
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HARVEST E-XPRESS
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON JUNE 23, 1994
THROUGH DECEMBER 31, 1996
Deficit
Accumulated
Common Stock Capital in During the
_________________________Excess ofDevelopment
Shares AmountPar Value Stage
____________________________________________
BALANCE, June 23, 1994 - $ - $ - $ -
Issuance of 100,000 shares
common stock to officers
and directors for cash,
June 29, 1994 at $.10
per share 100,000 100 9,900 -
Net loss for the period
ended December 31,1994 - - - (1,840)
____________________________________________
BALANCE, December 31, 1994 100,000 100 9,900 (1,840)
Issuance of 100,000 shares
common stock for cash in
a public offering at $1.00
per share, August, 1995,
net of offering costs of
$12,004 100,000 100 87,896 -
Net loss for the year ended
December 31, 1995 - - - (13,697)
____________________________________________
BALANCE, December 31, 1995 200,000 200 97,796 (15,537)
Net loss for the year ended
December 31,1996 - - - (42,916 )
____________________________________________
BALANCE, December 31, 1996 200,000$ 200$ 97,796$ (58,453)
____________________________________________
The accompanying notes are an integral part of these financial
statements.
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HARVEST E-XPRESS
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
From Inception on
For the Year Ended June 23, 1994
December 31, Through
____________________________December 31,
1996 1995 1996
________________________________________
Cash Flows from Operating Activities:
Net loss $ (42,916) $(13,697) $ (58,453)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Amortization and depreciation
expense 6,958 2,662 9,651
Changes in assets and liabilities:
Accounts receivable 3,120 (3,120) -
Accounts payable 45 547 592
Accrued expenses (6,208) 6,208 -
________________________________________
Net Cash (Used) by
Operating Activities (39,001) (7,400) (48,210)
________________________________________
Cash Flows from Investing Activities:
Purchase of property and
equipment (6,848) (41,335) (48,183)
Purchase of certificates
of deposit 30,145 (30,145) -
Decrease increase in note
receivable (1,344) - (1,344)
________________________________________
Net Cash (Used) by
Investing Activities 21,953 (71,480) (49,527)
________________________________________
Cash Flows from Financing Activities:
Proceeds from common stock
issuance - 100,000 110,000
Stock offering costs - (12,004) (12,004)
Increase (decrease) in
long-term debt (10,000) 10,000 -
________________________________________
Net Cash Provided by
Financing Activities (10,000) 97,996 97,996
________________________________________
Net Increase (Decrease) in Cash (27,048) 19,116 259
Cash at Beginning of Period 27,307 8,191 -
________________________________________
Cash at End of Period $ 259 $27,307 $ 259
________________________________________
[Continued]
-5-
<PAGE>
HARVEST E-XPRESS
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
[Continued]
From Inception on
For the Year Ended June 23, 1994
December 31, Through
____________________________December 31,
1996 1995 1996
________________________________________
Supplemental Disclosures of Cash Flow information:
Cash paid during the period for:
Interest $ 563 $ 260 $ 823
Income taxes $ - $ - $ -
Supplemental schedule of Noncash Investing and Financing
Activities:
For the year ended December 31, 1996:
None
For the year ended December 31, 1995:
None
The accompanying notes are an integral part of these financial
statements.
-6-
<PAGE>
HARVEST E-XPRESS
[A Development Stage Company]
NOTES TO 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 is engaged
in the business of grain cutting and custom machine hire.
During the latter part of 1996, due to the sudden illness
and resignation of the Company's president, the Company did
not actively seek truck hauling work during the latter part
of 1996. Management does plan, however, to continue its
hauling operations during the upcoming 1997 harvest season.
Management has also been looking into other potential
business opportunities or investments. The Company is
considered a development stage company as defined in SFAS
No. 7. 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.
Organization Costs - The Company is amortizing its
organization costs, which reflect amounts expended to
organize the Company, over sixty [60] months using the
straight line method.
Depreciation Methods - The Company is depreciating its
property and equipment using the straight line method, over
the estimated useful lives of the related assets ranging
from 3 to 7 years.
Income Taxes - The Company accounts for its income taxes in
accordance with statement of Financial Accounting Standards
No. 109 "Accounting for Income Taxes" which requires the
liability approach for the effect of income taxes.
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
investments purchased with a maturity of three months or
less to be cash equivalents.
Accounting Estimates - The preparation of financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the reported amounts of asset and
liabilities, the disclosures of contingent assets and
liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the reported
period. Actual results could differ from those estimated.
Restatement of Financial Statements - The financial
statements for all periods presented have been restated to
conform with the accounts and classifications used in the
1996 financial statements.
NOTE 2 - NOTE RECEIVABLE - RELATED PARTY
During the year ended December 31, 1996 the Company made a
loan to an officer of the Company in the amount of $1,250.
The note receivable earns interest at 10% and is due on
demand. Interest of $94 has been accrued at December 31,
1996.
-7-
<PAGE>
HARVEST E-XPRESS
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - PROPERTY AND EQUIPMENT
The following is a summary of property and equipment, at
cost, less accumulated depreciation:
December 31,
______________________
1996 1995
_____________________
Office equipment $ 4,883 $ 4,034
Trucks and trailers 42,500 36,500
Tools 801 801
_____________________
48,184 41,335
Less Accumulated depreciation(9,494) (2,599)
_____________________
$ 38,690 $38,736
_____________________
Depreciation expense for the years ended December 31, 1996
and 1995 was $6,695 and $2,599.
NOTE 4 - LONG-TERM DEBT
At December 31, 1995, long-term debt consisted of a $10,000
loan payable to a bank. The loan provided for interest at
7.75% per annum. The loan was secured by a $10,000
certificate of deposit which had a balance of $10,145 at
December 31, 1995. The loan of $10,000 was paid in full
along with interest during the year ended December 31, 1996.
NOTE 5 - COMMON STOCK
During August, 1995, the company issued 100,000 shares of
common stock in a public offering at $1.00 per share. Total
proceeds of the offering amounted to $100,000. Stock
offering costs of $12,004 were offset against capital in
excess of par value.
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-based 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.
-8-
<PAGE>
HARVEST E-XPRESS
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - 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
operating loss or tax credit carryforwards. At December 31,
1996, the Company has available unused operating loss
carryforwards of approximately $58,000, which may be applied
against future taxable income and which expire in 2009
through 2011. The amount of and ultimate realization of the
benefits from the operating loss carryforwards 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
carryforwards the Company has established a valuation
allowance equal to the tax effect of the loss carryforwards
and, therefore, no deferred tax asset has been recognized
for the loss carryforwards. The change in the valuation
allowance is equal to the tax effect of the current period's
net loss.
NOTE 7 - RELATED PARTY TRANSACTIONS
Management Compensation - During the years ended December
31, 1996 and 1995, the Company paid $13,276 and $6,000,
respectively in compensation to its president. No other
officers or directors received any compensation.
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. The amount was still owing to the officer at
December 31, 1996.
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.
Equipment Purchase - During 1996 the Company acquired a
truck from an officer of the Company for $6,000..
Note Receivable - During 1996 the Company made a loan to an
officer in the amount of $1,250. The loan bears interest at
10% per annum.
-9-
<PAGE>
HARVEST E-XPRESS
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 8 - PROPOSED BUSINESS ACQUISITIONS / INVESTMENTS
The Company is looking into potential business opportunities
or acquisitions. During December, 1996, the Company
verbally entered into some preliminary agreements but the
proposed acquisition was never consummated and the
negotiations were called off. The Company is, however,
continuing to plan for the upcoming 1997 harvest season and
intends to continue with its hauling activities.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 259
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,603
<PP&E> 48,184
<DEPRECIATION> 9,494
<TOTAL-ASSETS> 40,450
<CURRENT-LIABILITIES> 907
<BONDS> 0
<COMMON> 200
0
0
<OTHER-SE> 39,343
<TOTAL-LIABILITY-AND-EQUITY> 40,450
<SALES> 6,051
<TOTAL-REVENUES> 6,051
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 564
<INCOME-PRETAX> (42,916)
<INCOME-TAX> 0
<INCOME-CONTINUING> (42,916)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (42,916)
<EPS-PRIMARY> (.21)
<EPS-DILUTED> 0
</TABLE>
