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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly report under section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended March 31, 1999, or
[ ] Transition report under section 13 or 15(d) of the Exchange Act for the
transition period from ____ to ____
Commission file number: 000-21811
QUINTESSENCE OIL COMPANY
(Exact Name of Small Business Issuer as Specified in Its Charter)
Wyoming 83-0317306
(State of Incorporation) (I.R.S. Employer Identification No.)
4424 Skylane Avenue Riverton, Wyoming 82501
(Address of Principal Executive Offices)
(307) 856-1577
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former fiscal Year,
if Changed Since Last Report)
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 filing requirements for the past 90 days.
YES [X] NO [ ]
As of May 10, 1999, the Issuer had 5,870,000 shares of Common Stock, par value
$0.00001, outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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QUINTESSENCE OIL COMPANY
FORM 10-QSB
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
Table of Contents
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet at March 31, 1999 (unaudited)
Statements of Operations for the three months
ended March 31, 1999 and 1998 (unaudited)
Statements of Cash Flows for the three months
ended March 31, 1999 and 1998 (unaudited)
Notes to Consolidated Financial Statements (unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operations
General
Results of Operations
Liquidity and Capital Resources
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
Exhibit Index
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QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
BALANCE SHEET
ASSETS
March 31, December 31,
1999 1998
-------------- ---------------
(unaudited) (unaudited)
CURRENT ASSETS
Cash $ 4,039 $ 25,791
PROPERTY AND EQUIPMENT
Oil & Gas Working Interest $ 2,000 $ 2,000
OTHER ASSETS (Note 1)
Organization costs - net $ 3,750 $ 4,125
-------- --------
Total Assets $ 9,789 $ 31,916
======== ========
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES 0 0
STOCKHOLDERS EQUITY (Notes 1 and 2)
Common Stock - $0.00001 par value,
50,000,000 shares authorized
5,870,000 shares issued and outstanding $ 58 $ 10
Additional paid in capital $ 47,312 $ 42,490
Retained earnings (deficit) $(37,581) $(10,584)
-------- --------
Total Liabilities and Stockholders' equity $ 9,789 $ 31,916
======== ========
See accompanying notes to financial statements
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QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
STATEMENT OF OPERATIONS
(unaudited)
Three Months Three Months
Ended Ended
March 31, March 31,
1999 1998
----------- -----------
INCOME
None -- --
OPERATING EXPENSES
General and
Administrative Expenses $ 26,622 $ 128
Amortization $ 375 $ 375
----------- -----------
NET (LOSS) $ (26,247) $ (503)
=========== ===========
NET (LOSS) PER SHARE $ (0.0045) $ (0.0005)
=========== ===========
WEIGHTED AVERAGE
NUMBER SHARES
OUTSTANDING 1,067,639 1,000,000
=========== ===========
The Company is in the development stage and has not commenced operations.
See accompanying notes to financial statements.
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QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
STATEMENT OF CASH FLOW
(unaudited)
3 Months 3 Months
Ended Ended
March 31, 1999 March 31, 1998
CASH FLOW PROVIDED (USED)
IN OPERATIONS
Net loss $(26,247) $ (503)
Adjustments to reconcile net income to net cash 375 375
provided by operating activities amortization
-------- --------
$ 25,872 $ (128)
CASH FLOW PROVIDED (USED) IN INVESTING ACTIVITIES -- --
None
CASH FLOW PROVIDED (USED) IN FINANCING ACTIVITIES $ 4,870
NET (DECREASE) IN CASH $(21,377) $ (128)
CASH BEGINNING OF PERIOD $ 27,983 $ 27,983
-------- --------
CASH END OF PERIOD $ 4,039 $ 27,855
======== ========
INTEREST PAID -- --
======== ========
INCOME TAXES PAID -- --
======== ========
See accompanying notes to financial statements
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QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
Notes to Financial Statements
1. BASIS OF PRESENTATION
The accompanying financial information is unaudited, but, in the opinion of
management, reflects all adjustments (which include only normally recurring
adjustments) necessary to present fairly the Company's financial position,
operating results and cash flows for the periods presented. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The financial
information should be read in conjunction with the audited financial
statements and notes thereto for the year ended December 31, 1998 included in
the Company's Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission. The results of operations for the three month period
ended March 31, 1998 are not necessarily indicative of the results to be
expected for the full year.
2. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization: Quintessence Oil Company was incorporated on June 26, 1996,
under the laws of the State of Wyoming. The Company has adopted a year ending
of December 31.
The Company was organized to engage in the development, production and sale
of oil and gas. Since its inception, the Company has been largely inactive
and has conducted no significant operations. The Company owns one gas lease.
Because of the speculative nature of the Company, there are significant risks
which are summarized as follows:
Newly formed company with no operating history and minimal assets.
Limited funds available for exploration and development.
Conflict-of-interest, as all employees have other part-time or full-time
employment.
The Company is considered to be in the development stage as defined in
Statement of Financial Accounting Standards No. 7. There have been no
operations since incorporation.
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QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
Notes to Financial Statements
Summary of Significant Accounting Principles:
Registration costs included fee payments for legal expenses relating to the
public stock offering. The offering was successful, and $7,500 of legal fees
were charged to additional paid-capital.
The Company amortizes organization costs over 60 months using the straight
line method.
3. STOCKHOLDERS' EQUITY
Public Stock Offering:
The Common Stock offered and sold pursuant to an exemption from registration
contained in Regulation 504 of the Securities Act of 1933, as amended, (the
"Act"). Regulation 504 provides that the Company can sell securities with an
aggregate offering price not exceeding $1,000,000 within a twelve (12) month
period without registration with the Securities and Exchange Commission.
On March 25th, 1999, the Company sold 4,870,000 shares in a private placement
at $0.001 per share.
4. OFFICES AND EMPLOYEES
The Company's office is located at 4424 Skylane Avenue, Riverton, Wyoming.
The Company currently has no employees other than certain of its officers and
directors and does not anticipate a need to engage any full-time employees so
long as it is seeking and evaluating business opportunities. The Company has
no retirement, pension, profit sharing or insurance plans covering its
officers and directors.
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QUINTESSENCE OIL COMPANY
A Wyoming Corporation
(A Development Stage Company)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
The following is Management's discussion and analysis of significant factors
which have affected the Company's liquidity, capital resources and results of
operations.
RESULTS OF OPERATIONS
There were no revenues or operations for the periods ended March 31, 1999 and
1998. Expenses consisted of administration and accounting fees.
LIQUIDITY AND CAPITAL RESOURCES
The Company is a development stage company as defined in Statement of Financial
Accounting Standards No. 7.
Current assets at March 31, 1999 and at December 31, 1998 were $4,039 and
$25,791, respectively, and consisted entirely of cash.
There were no liabilities at March 31, 1999.
On April 29, 1999, the Company entered into a letter of intent with the
shareholders of IPSL, Inc. ("IPSL") pursuant to which the Company proposed to
issue 1,500,000 shares of its common stock in exchange for all of the issued and
outstanding shares of common stock of IPSL. The parties intend to consummate the
transaction, subject to drafting and negotiating definitive documentation, by
May 30, 1999.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
10.1 Letter of Intent by and between the
Registrant and IPSL, Inc., dated April
29, 1999.
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
On April 19, 1999, the Registrant filed a Form
8-K pursuant to which the Registrant reported a
change in control pursuant to Item 1 of Form 8-K
which occurred pursuant to the terms and provisions
of a Stock Purchase Agreement dated as of March 26,
1999. In connection therewith, the Registrant sold
4,870,000 shares of its Common Stock to the
purchasers identified.
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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.
QUINTESSENCE OIL COMPANY
By: /s/ RAYMOND B. WEDEL, JR.
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Name: Raymond B. Wedel, Jr.
Title: President
Date: May 14, 1999
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