UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarter: September 30, 1998 Commission File Number:33-22264-FW TIME FINANCIAL SERVICES, INC. _________________________________________________________________ (Exact name of registrant as specified in its charter) NEVADA 33-0840184 _________________________________________________________________ (State or other jurisdiction (I.R.S. Employer incorporation of organization) or Identification No.) 1182 N. Tustin Street, Orange, CA 92806 _________________________________________________________________ (Address of principal executive offices) (714) 288-5901 _________________________________________________________________ (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (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 registrant was required to file such reports), and (2) has been subject to such filing Requirements for the past 90 days. X Yes No _____ _____ The number of shares outstanding of each of the issuer's classes of stock, as of September 30, 1998, are as follows: Class of Securities: Shares Outstanding: Common Stock, $.001 par value 1,205,744 INDEX TIME FINANCIAL SERVICES, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets (Unaudited): 3 As of September 30, 1998 Statements of Operation (Unaudited): 5 For the Three Months ended September 30, 1998 Statement of Cash Flows (Unaudited): 6 For the Three Months Ended September 30, 1998 Note to Financial Statements: 8 As of September 30, 1998 (Unaudited) Item 2. Management's Discussion and Analysis of 9 Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 1. Legal Proceedings 10 Item 2. Change in Securities 10 Item 3. Defaults Upon Senior Securities 10 Item 4. Submission of Matters to a Vote of Security 10 Holders Item 5. Other Information 10 Signatures 11 TIME FINANCIAL SERVICES, INC. BALANCE SHEET CONSOLIDATED (Unaudited) September 30, September 30, 1998 1997 _____________ _____________ ASSETS: Current Assets: Cash and cash equivalents $ 11,495 $ 12,074 Accounts receivable 0 0 Inventory 0 0 Prepaid expenses 806 0 _____________ _____________ Total Current Assets 12,265 12,074 Property and Equipment, net of accumulated depreciation 7,489 10,102 Other Assets: Investment in equity securities 12,370 150 Employee Advances 5,000 0 Real Property at Acquisition Cost 786,699 786,699 _____________ _____________ Total Other Assets 804,069 786,849 _____________ _____________ TOTAL ASSETS $ 823,823 $ 809,025 _____________ _____________ LIABILITIES AND STOCKHOLDERS' EQUITY: Current Liabilities: Accounts payable $ 8,253 $ 56,702 Accrued expenses 26,839 2,482 Current Portion of Long Term Debt 8,051 8,051 _____________ _____________ Total Current Liabilities $ 43,143 $ 67,235 Long Term Liabilities Long Term Debt 661,270 631,270 _____________ _____________ Total Liabilities $ 704,413 $ 698,505 Stockholders' Equity: Common stock, .001 par value; 5,000,000 shares authorized, 1,205,744 shares issued and outstanding at Sept 30, 1998 83,000 16,756 Additional paid-in capital 298,642 298,642 Stock for Real Estate 156,000 156,000 Retained earnings (deficit) (418,232) (306,878) _____________ _____________ Total Stockholders' Equity 119,410 110,520 _____________ _____________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 823,823 $ 809,025 ============= ============= TIME FINANCIAL SERVICES, INC. STATEMENT OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1998 (Unaudited) Sept. 30 Sept. 30 1998 1997 REVENUES Loan Origination fees $ 109,182 $ 29,790 Rental Income 8,407 0 Marketing Income 51,509 0 Product and Software sales 37,102 50,100 Other fees and income 30,000 5,126 ___________ ___________ Total Revenue $ 236,200 $ 85,016 OPERATING EXPENSES: Loan officer commissions $ 89,273 $ 27,418 Loan Processing costs 25,059 4,418 Other general and administrative 38,300 10,693 Operating costs 87,835 40,555 ___________ ___________ Total operating expenses $ 240,467 $ 83,084 ___________ ___________ OPERATING PROFIT (LOSS) $ (4,267) $ 1,932 ___________ ___________ NET (LOSS) PER COMMON SHARE $ (0.0051) $ 0.0023 =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING 1,205,744 837,813 TIME FINANCIAL SERVICES STATEMENT OF CASH FLOWS FOR THE QUARTER ENDED SEPTEMBER 30, 1998 (Unaudited) Jul-Sep 1998 OPERATING ACTIVITIES Net Income (4,267) Adjustments to reconcile Net Income to net cash provided by operations: Deposit (800) Accounts Payable (5,728) Accrued Expenses: Payroll Liabilities 2,719 __________ Net Cash provided by Operating Activities (8,076) INVESTING ACTIVITIES Investment securities (4,480) Merrill Lynch (7,740) _________ Net cash provided by Investing Activities (12,220) Net cash increase for period (20,296) Cash at beginning of period 31,755 _________ Cash at end of period 11,459 ========= TIME FINANCIAL SERVICES, INC. NOTE TO FINANCIAL STATEMENTS SEPTEMBER 30, 1998 (Unaudited) The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim period. Such results are not necessarily indicative of a full year's operation. Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion should be read in conjunction with the attached consolidated financial statements and notes thereto, and with the Company's audited financial statements and notes thereto for the year ending June 30, 1998 in the Company's Form 10-KSB. Liquidity and Capital Resources During the three month period ending September 30, 1998, the Company experienced a net increase in cash of $113.54. The net cash came from investing activities. The company had $11,459 in cash and $804,068 in assets at the end of the period. Total equity was $119,410. Results of Operations Text Services Division: The Text Services revenue was $37,102 for the quarter ending September 30, 1998, down from $50,100 for the quarter ending September 30, 1997. This is a decline of 26%. This decline was due to the decline in Prodigy volume. The company entered into an agreement with JV Web to sell the Text Services division and received $30,000 in extraordinary income attributing to this sale in the quarter. The sale subsequently fell through. The funds were retained. Time Lending Mortgage Division The mortgage division had revenues of $105,974.37 for the quarter ending September 30, 1998, an increase of $76,184 or 250% for the quarter. This included a loan foreclosure payoff of $14,430. Loan origination commissions and fees totaled $90,835. Loan originations started an annual decline in the second quarter (fiscal). The division had an operating loss of $(6,670) for the quarter. Real Estate Division In September 1997, the company purchased eight properties. The income from the properties and other real estate transactions was $11,615 for the quarter. During the quarter ending September 30, 1998, $5,639 was spent in repairs for one property being prepared for sale. The division lost ($22,204) in operations for the quarter. This compared to an operating loss of ($14,097) last quarter. One property was put up for sale. Marketing Division The Company's joint venture with Signature Marketing continued to be productive. The Company's income for the quarter ending September 30, 1998 was $51,509. This was an increase of $7,381 or 16.7% over the quarter ending June 30, 1998. The division contributed $2,232 in profit to the Company. The Company Overall total income for the quarter ending September 30, 1998 was $236,200 compared to $85,016 for the quarter ending September 30, 1997. This was an increase of $151,184 or 178%. This represented a 83% increase over the quarter ending June 30, 1998 ($129,881) increase). Revenues increased due to the lower interest rates that generated increase loan closings, but with low margins there was only a slight impact on profitability. The company is generating good cash flows and this should continue throughout the year. PART II. OTHER INFORMATION Item 1. Legal Proceedings There has been no significant change in other legal matters at this time. Item 2. Changes in Securities None Item 3. Submission of Matters to a Vote of Securities Holders None Item 4. Submission of Matters to a Vote of Securities Holders None Item 5. Other Information Time Financial Services, Inc.'s IRS Employer Identification Number ("FIN") has been issued as 33-0840184. Market Data Corporation which was merged into Time Financial, "FIN" was 33-0317819. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has caused this report to be signed on its behalf by the undersigned duly authorized persons. Time Financial Services, Inc. (Registrant) April 26, 1998 Michael F. Pope (Date) (Signature) April 26, 1998 Philip C. LaPuma (Date) (Signature)