SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended Commission file number
June 30, 1999 33-27042-NY
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FINANCIAL EXPRESS CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 93-0996537
- ---------------------------- ----------------------
(State of other jurisdiction (IRS Employer
of incorporation) Identification Number)
P. O. Box 974, Rancho Santa Fe, California 92067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (760) 632-0312
--------------
Securities registered pursuant to Section 12(b) of the Act:
NONE NONE
------ ------
(Title of Each Class) (Name of Each Exchange
on which Registered)
Securities registered pursuant to Section 12 (g) of the Act:
Common
(Title of Class)
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.
(1) Yes No X ** (2) Yes X No
----- ----- ----- -----
The number of shares of the Common Stock of the registrant outstanding as of
June 30, 1999 was 3,704,900. The aggregate common stock held by non-affiliates
on June 30, 1999 was approximately 204,900 shares.
** Form 10-Q was not filed for 1999 and 2000 until August, 2000.
Documents incorporated by reference: NONE
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FINANCIAL EXPRESS CORPORATION
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INDEX
Page No.
Part I. Financial Information
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Item 1. Financial Statements (Unaudited)
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Balance Sheets - at June 30, 1999 and
December 31, 1998 3
Statements of Operations - for the
quarters ended June 30, 1999
and June 30, 1998 4
Statement of Cash Flows - for the
quarters ended June 30, 1999
and June 30, 1998 5
Notes to Financial Statements 6
Item 2. Management's Discussion and
------ Analysis of Financial Cond-
ition and Results of Operations 8
Item 3. Quantitative and Qualitative
------ Disclosures About Market Risk 8
Part II. Other Information
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Item 4. Submission of Matters to a
------ Vote of Security Holders 9
Item 5. Other Information 9
------
Item 6. Exhibits and Reports on Form 8-K 9
------
2
FINANCIAL EXPRESS CORPORATION
(a development stage enterprise)
Balance Sheets
June 30, 1999 and December 31, 1998
Assets
June 30 December 31
--------- ---------
Total assets $ -- $ --
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accrued professional fees $ 13,650 $ 13,650
Due to officer 2,150 2,150
--------- ---------
Total current liabilities 15,800 15,800
Stockholders' equity:
Common stock $.001 par value;
25,000,000 shares
authorized; 3,704,900
issued and outstanding 3,705 3,705
Additional paid in-capital 408,641 408,641
Losses accumulated during the
development stage (428,146) (428,146)
--------- ---------
Total stockholders' equity (15,800) (15,800)
--------- ---------
Total liabilities
and stockholders' equity $ -- $ --
========= =========
See accompanying notes
3
FINANCIAL EXPRESS CORPORATION
(a development stage enterprise)
STATEMENTS OF OPERATIONS
For the quarters ended June 30, 1999 and 1998
1999 1998
--------- ---------
Income $ -- $ --
Operating expenses:
Amortization -- --
Total operating expenses -- --
--------- ---------
Net loss $ -- $ --
========= =========
Loss per share $ -- $ --
========= =========
Weighted average
shares outstanding -- --
========= =========
See accompanying notes
4
FINANCIAL EXPRESS CORPORATION
(a development stage enterprise)
STATEMENTS OF CASH FLOWS
For the quarters ended June, 1999 and 1998
(Unaudited)
1999 1998
-------- ---------
Net income (loss) $ -- $ --
Add items to reconcile net
loss to working capital
used by operations:
Amortization -- --
-------- ---------
Working capital provided by operations -- --
-------- ---------
Net cash flows $ -- $ --
======== =========
See accompanying notes
5
FINANCIAL EXPRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 1999
1. Summary of significant accounting principles
--------------------------------------------
General
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Financial Express Corporation (the "Company") was originally
incorporated in the State of Nevada on January 5, 1989, as Harley
Equities, Inc. ("Harley"), and was formed to purchase, merge with or
acquire any business or assets which management believed had the
potential for being profitable. Through a series or transactions, Harley
acquired all of the stock of Financial Express Corporation, a Delaware
corporation and development stage enterprise organized to develop and
commercialize a distinctive nationwide service for processing and
clearing checks and other bank transactions. The only assets of the
acquired Company consisted of intangible assets comprised of
intellectual properties, vendor relationships and customer relationships
established during the development of the service. In connection with
the transaction, the Company changed its name to Financial Express
Corporation.
Presentation
------------
The Company's 1999 financial statements have been presented on the
basis that it is a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business. As shown in the financial statements, the Company has a
working capital deficit, and currently has not been able to bring its
product to the marketplace. While the Company expects profits over the
long term, the Company is currently seeking additional working capital
and equity capital to fund the marketing and further development of the
Company's product. The Company is continuing to pursue various
investment and merger opportunities in its efforts to reach its
investment and business objectives.
The Company's continued existence is dependent upon its ability to
finance continued product development and marketing programs by the
acquisition of additional equity or debt financing, or in the
procurement of a suitable merger candidate. While pursuing such
opportunities, the Company must continue to operate on the limited
resources by the Company's officers.
6
FINANCIAL EXPRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 1999
1. Summary of significant accounting principles (continued)
--------------------------------------------------------
Intangible assets
-----------------
Intangible assets are carried at cost, and are comprised of
intellectual properties and vendor and potential customer relationships.
Amortization is provided using the straight-line method over five years.
2. Capitalization
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In June 1990 the Company sold on a firm commitment basis 16,000 units
at $6.00 per unit. Each unit consisted of one share of common stock par
value of $.001 and sixteen Redeemable Stock Purchase Warrants each
warrant capable of purchasing one share of common stock as follows:
Exercise
Warrants Total Price
Class Per Unit Warrants Expiration date Per Share
----- -------- -------- --------------- ---------
A 16 256,000 June 1, 2002 $5.50
B 16 256,000 June 1, 2002 $6.00
7
Item 2. Management's Discussion and Analysis of Financial
- ------ Condition and Results of Operations
-----------------------------------
The Company's had no transactions during the current quarter and year to
date for this year or the prior year as the company had no operating activities.
Therefore there is no change between this year and last year.
Management is pursuing various alternatives in an attempt to solve its
liquidity problems, such as the sale of assets and the possible acquisition of
additional equity financing.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
- ------ ----------------------------------------------------------
We have no material changes to the disclosure on this matter made in our
report on form 10-K for the year ended December 30, 1998.
8
PART II Other Information.
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Item 4. Submission of Matters to a Vote of Security Holders.
- ------ ---------------------------------------------------
None
Item 5. Other Information.
- ------ -----------------
Not applicable
Item 6. Exhibits and Reports on Form 8-K
- ------ --------------------------------
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized
FINANCIAL EXPRESS CORPORATION
By: /s/ Frank Baldwin Date: June 16, 2000
----------------------------
Frank Baldwin
President and director
9