1 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 quarterly period ended March 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to __________ N.E.C. PROPERTIES, INC. (Name of Small Business Issuer in its Charter) Nevada 88-0339817 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6767 W. Tropicana Avenue, Suite 207 Las Vegas, Nevada 89103 ----------------------------------------- (Address of principal executive offices) Registrant's telephone number: (702) 248-1027 Former name, former address, and former fiscal year end, if changed since last report: Not applicable Indicate by checkmark 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 in the past 90 days Yes [ X ] No [ ] Indicate the number of shares outstanding for each of the issuer's classes of Common Stock as of the last practical date: Common Stock, Par Value $0.001 Per Share, 1,860,000 Shares Outstanding at March 31, 1999. Transactional Small Business Disclosure Format Yes [ ] No [ X ] 2 N.E.C. PROPERTIES, INC. TABLE OF CONTENTS PART I FINANCIAL STATEMENTS Item 1 FINANCIAL STATEMENTS (Unaudited) Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . 3 Statement of Operations . . . . . . . . . . . . . . . . . . 5 Statement of Changes in Stockholders' Equity. . . . . . . . . . . . . . . . . . . . 6 Statement of Cash Flows . . . . . . . . . . . . . . . . . . 7 Notes to Financial Statements . . . . . . . . . . . . . . . 8 Item 2 Management Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . 8 PART II OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . 9 SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . 9 2. 3 N.E.C. PROPERTIES, INC. (A Development Stage Company) March 31, 1999, March 31, 1998 and December 31, 1998 ASSETS ------ (Unaudited) Audited ------------------- ------------ March 31, March 31, December 31, 1999 1998 1998 --------- --------- ----------- CURRENT ASSETS: $ 0 0 $ 0 -------- --------- -------- TOTAL CURRENT ASSETS $ 0 0 $ 0 -------- --------- -------- OTHER ASSETS: $ 0 0 $ 0 -------- --------- -------- TOTAL CURRENT ASSETS $ 0 0 $ 0 -------- --------- -------- TOTAL ASSETS $ 0 0 $ 0 ======== ========= ======== See accompanying notes to financial statements 3. 4 N.E.C. PROPERTIES, INC. (A Development Stage Company) March 31, 1999, December 31, 1998, and March 31, 1998 LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ (Unaudited) Audited ---------------------- ------------ March 31, March 31, December 31, 1999 1998 1998 --------- --------- ------------ CURRENT LIABILITIES Officers Advances $ 2,535 $ 0 $ 360 -------- -------- --------- TOTAL CURRENT LIABILITIES $ 2,535 $ 0 $ 360 -------- -------- --------- STOCKHOLDERS' EQUITY Common stock, no par value authorized 2,500 shares issued and outstanding at: March 31, 1998 - 1,860 shares $ 1,860 December 31, 1998 - 1,860 shares $ 1,860 Common stock, $0.001 par value authorized 25,000,000 shares issued and outstanding at: March 31, 1999 - 1,860,000 shares $ 1,860 Additional paid in Capital 0 0 0 Accumulated loss -4,395 -1,860 -2,220 ------- -------- --------- TOTAL STOCKHOLDERS' EQUITY $ -2,535 $ 0 $ -360 -------- -------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0 ======== ======== ========= See accompanying notes to financial statements 4. 5 N.E.C. PROPERTIES, INC. (A Development Stage Company) March 31, 1999, March 31, 1998, and December 31, 1998 STATEMENT OF OPERATIONS ----------------------- Unaudited Audited -------------------------- ------------ Three Months Ended Year Ended March 31, March 31, December 31, 1999 1998 1998 --------- --------- ------------ INCOME Revenue $ 0 $ 0 $ 0 --------- --------- ----------- EXPENSES General, Selling and Administrative $ 2,175 $ 0 $ 110 --------- -------- ----------- Total Expenses $ 2,175 $ 0 $ 110 --------- --------- ----------- NET PROFIT/LOSS(-) $ -2,175 $ 0 $ 110 ========= ========= =========== Net Profit/Loss(-) per weighted share $ -.0011 $ NIL $ -.0011 ========= ========= =========== Weighted Average number of common shares outstanding 1,860,000 1,860,000 1,800,000 ========= ========= =========== See accompanying notes to financial statements 5. 6 N.E.C. PROPERTIES, INC. (A Development Stage Company) March 31, 1999, March 31, 1998, and December 31, 1998 STATEMENT OF CHANGES IN STOCKHOLDER EQUITY ------------------------------------------ Additional Common Stock paid-in Accumulated Shares Amount Capital Deficit --------- ------ -------- ----------- Balance December 31, 1995: 18,600 $1,860 $ 0 $ -1,860 Net loss year ended December 31, 1996: 0 --------- ------ -------- --------- Balance December 31, 1996: 18,600 $1,600 $ 0 $ -1,860 Net loss year ended December 31, 1997: -250 --------- ------ -------- --------- Balance December 31, 1998: 18,600 $1,860 $ 0 $ -2,100 November 19, 1998: Changed from no par value to $.001 -1,841 +1,841 November 19, 1998: Forward stock split 100:1 1,841,400 +1,841 -1,841 Net loss year ended December 31, 1998: Net loss January 1, 1999 to March 31, 1999: 0 ----------- ------ -------- --------- Balance March 31, 1999: 1,860,000 $1,860 $ 0 $ -2,220 =========== ====== ======== ========= See accompanying notes to financial statements 6. 7 N.E.C. PROPERTIES, INC. (A Development Stage Company) March 31, 1999, March 31, 1998, and December 31, 1998 STATEMENT OF CASH FLOWS ----------------------- Three Months Ended Audited ------------------------ ------------ Year Ended March 31, March 31, December 31, 1999 1998 1998 -------- --------- ------------ Cash Flows from Operating Activities: Net Loss $ -2,175 $ 0 $ -110 Adjustment to reconcile net loss to net cash provided by operating activities 0 0 0 Changes in assets and liabilities: +2,175 0 +110 -------- -------- ---------- Net cash used in operating activities: $ 0 $ 0 $ 0 Cash Flows from Investing Activities: 0 0 0 Cash Flows from Financing Activities: Issuance of common stock 0 0 0 -------- -------- ---------- Net increase (decrease) in cash $ 0 $ 0 $ 0 Cash, beginning of period 0 0 0 -------- -------- ---------- Cash, End of Period $ 0 $ 0 $ 0 ======== ======== ========== See accompanying notes to financial statements 7. 8 N.E.C. PROPERTIES, INC. (A Development Stage Company) March 31, 1999, March 31, 1998, and December 31, 19981/ ITEM 1 NOTE 1 - History and Organization of the Company The Company was organized June 16, 1995, under the Laws of the State of Nevada as N.E.C. Properties, Inc. The Company currently has no operations and in accordance with SFAS #7, is considered a development stage company. NOTE 2 - Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ending March 31, 1999 are not necessarily indicative of the results that may be expected for the year ended December 31, 1999. For further information, refer to the financial statements and footnotes thereto included in the Company's report on Form 10SB12G for the year ended December 31, 1998. ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operation The Company has not commenced business activities and has no assets or operations. The Company is dependent upon its officers to meet any de minimis costs which may occur. Jeffery D. Andre, an officer and director of the Company, has agreed to provide the necessary funds, without interest, for the Company to comply with the Securities Exchange Act of 1934, as amended, provided that he is an officer and director of the Company when the obligation is incurred. All advances are interest-free. In addition, since the Company has had no operating history nor any revenues or earnings from operations, with no significant assets or financial resources, the Company will in all likelihood sustain operating expenses without corresponding - --------------- (1) See accompanying notes. 8. 9 revenues, at least until the consummation of a business combination. This may result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a profitable business opportunity. There is no assurance that the Company can identify such a business opportunity and consummate such a business combination. PART II OTHER INFORMATION Item 1 Legal Proceedings. . . . . . . . . . . . . . . . . None Item 2 Changes in the Rights of the Company's Security Holders . . . . . . . . . . . . . . . . . None Item 3 Defaults by the Company on its Senior Securities . . . . . . . . . . . . . . . . . . . . None Item 4 Results of Votes of Security Holders . . . . . . . None Item 5 Other Information. . . . . . . . . . . . . . . . . None Item 6 Exhibits and Reports on Form 8-K. . . . . . . . . None 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. N.E.C. PROPERTIES, INC. Date: May 27, 1999 By: /S/ Vivian M. Krueger --------------------- Vivian M. Krueger President 9.