Page 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended April 30, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to __________ Commission File Number: 000-18257 HOLMES MICROSYSTEMS, INC. (Exact name of Registrant as specified in charter) TEXAS 91-1939829 State or other jurisdiction of I.R.S. Employer I.D. No. incorporation or organization 57 West 200 South, Suite 101, Salt Lake City, UT 84101 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (801) 269-9500 Check whether the Issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such fling requirements for the past 90 days. (1) Yes [X] No [ ] (2) Yes [ ] No [X] State the number of shares outstanding of each of the Issuer's classes of common equity as of the latest practicable date: At June 18, 1999, there were 48,051,547 shares of the Registrant's Common Stock outstanding. PART I Item 1. Financial Statements The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-KSB, for the year ended January 31, 1999. Holmes Microsystems, Inc. Balance Sheets April January 30, 1999 31, 1999 ASSETS Current Assets Cash $ -0- $ -0- Total Assets $ -0- $ -0- LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities Judgements payable $ 526,711 $ 526,711 Notes Payable 84,000 84,000 Total Current Liabilities 610,711 610,711 Stockholders' Equity Preferred stock - series A; $.001 par value; 100,000 shares authorized; -0- shares issued and outstanding -0- -0- Preferred stock - series B; $.001 par value; 5,000 shares authorized; -0- shares issued and outstanding -0- -0- Common Stock; $.001 Par Value; 49,000,000 shares authorized; 48,051,547 shares issued and outstanding 48,051 48,051 Paid In Capital 4,342,333 4,342,333 Accumulated Deficit (5,001,104) (5,001,104) Total Stockholder' Equity (610,711) (610,711) Total Liabilities & Stockholders' Equity $ -0- $ -0- Holmes Microsystems, Inc. Statement of Operations For the three For the three Months ended Months ended April April 30, 1999 30, 1998 Revenues $ -0- $ -0- Operating Expenses -0- -0- Net Income $ -0- $ -0- Net Income Per Share $ -0- $ -0- Holmes Microsystems, Inc. Statements of Cash Flows For the three For the three Months ended Months ended April April 30, 1999 30, 1998 Cash Flows from Operating Activities Net Income $ -0- $ -0- Cash at Beginning of Year -0- -0- Cash at End of Year $ -0- $ -0- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The Company had no revenues from operations during the fiscal year ended January 31, 1999, or during the first quarter ended April 31, 1999. The Company has no plans to raise or seek additional funding, but intends to seek a new business venture or enterprise for the Company. The Company has no significant operating costs or capital obligations. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HOLMES MICROSYSTEMS, INC. Date: June 18, 1999 By /s/ Kip Eardley, President