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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 Quarter Ended: March 31,2000
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period from _____________ to ____________
Commission File Number 0-25951
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BARBECUE CAPITAL CORP.
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(Name of Small Business Issuer in its charter)
Nevada 87-0616538
- ------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
2046 East Murray-Holiday Road, Suite 202, Salt Lake City, Utah 84117
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(Address of principal executive offices and Zip Code)
(801) 272-4400
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(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.
(1) Yes X No (2) Yes X No
--- --- --- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, Par Value $0.001 1,023,000
- -------------------------------- ----------------------------
Title of Class Number of Shares Outstanding
as of May 12, 2000
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BARBECUE CAPITAL CORP.
FINANCIAL STATEMENTS
(UNAUDITED)
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 condensed or 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. These
financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.
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BARBECUE CAPITAL CORP.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
March 31, December 31,
2000 1999
----------- -----------
(Unaudited)
CURRENT ASSETS
Cash $ 3,192 $ 9,276
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Total Current Assets 3,192 9,276
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TOTAL ASSETS $ 3,192 9,276
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ - $ 2,250
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Total Liabilities - 2,250
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STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, authorized
25,000,000 shares; 1,023,000 shares issued
and outstanding 1,023 1,023
Additional paid-in capital 50,371 50,371
Deficit accumulated during the development
stage (48,202) (44,366)
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Total Stockholders' Equity 3,192 7,026
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,192 $ 9,276
=========== ===========
The accompanying notes are an integral part of these financial statements.
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BARBECUE CAPITAL CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
From
For the Inception on
Three Months Ended December 18,
March 31, 1996 Through
------------------- March 31,
2000 1999 2000
----------- ------------ ------------
REVENUE $ - $ - $ -
EXPENSES 3,834 8,970 48,202
----------- ------------ ------------
NET LOSS $ (3,834) $ (8,970) $ (48,202)
=========== ============ ============
BASIC LOSS PER SHARE $ (0.00) $ (0.01)
=========== ============
BASIC NUMBER OF SHARES
OUTSTANDING 1,023,000 1,023,000
=========== ============
The accompanying notes are an integral part of these financial statements.
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BARBECUE CAPITAL CORP.
(A Development Stage Company)
Statement of Stockholders' Equity
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
------------ ------------ ------------ ------------
Inception, December 18,1996 - $ - $ - $ -
Common stock issued for
cash at $0.02 per share 500,000 500 9,500 -
Net loss from inception on
December 18, 1996 through
December 31, 1996 - - - -
------------ ------------ ------------ ------------
Balance, December 31, 1996 500,000 500 9,500 -
Net loss for year ended
December 31, 1997 - - - (458)
------------ ------------ ------------ ------------
Balance, December 31, 1997 500,000 500 9,500 (458)
Common stack issued for cash at
$0.10 per share 523,000 523 51,777 -
Stock offering costs - - (10,906) -
Net loss for the year ended
December 31, 1998 - - - (13,186)
------------ ------------ ------------ ------------
Balance, December 31, 1998 1,023,000 1,023 50,371 (13,644)
Net loss for the year ended
December 31, 1999 - - - (30,724)
------------ ------------- ------------ --------------
Balance, December 31, 1999 1,023,000 1,023 50,371 (44,368)
Net loss for the three months ended
March 31, 2000 (unaudited) - - - (3,834)
------------ ------------ ------------ ------------
Balance, March 31, 2000 (unaudited) 1,023,000 $ 1,023 $ 50,371 $ (48,202)
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
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BARBECUE CAPITAL CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
From
For the Inception on
Three Months Ended December 18,
March 31, 1996 Through
----------------------- March 31,
2000 1999 2000
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,834) $ (8,970) $ (48,202)
Adjustments to reconcile net loss to
net cash provided (used) by operating
activities:
Amortization expense - - 495
Increase (decrease) in accounts payable (2,250) 1,500 -
---------- ---------- ----------
Net Cash Provided (Used) by Operating
Activities (6,084) (7,470) (47,707)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Organization costs incurred - - (495)
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Net Cash Provided (Used) by Investing
Activities - - (495)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Stock offering costs - - (10,906)
Issuance of common stock for cash - - 62,300
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Net Cash Provided (Used) by
Financing Activities - - 51,394
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INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (6,084) (7,740) 3,192
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 9,276 36,250 -
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,192 $ 28,780 $ 3,192
========== ========== ==========
Cash Paid For:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
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BARBECUE CAPITAL CORP.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and December 31, 1999
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
On December 18, 1996 Barbecue Capital Corp. (the Company) was incorporated
under the laws of Nevada to evaluate privately held companies whose primary
business is the holding, purchasing, mortgaging and conveying of real and
personal property.
The Company has authorized 25,000,000 shares of $0.001 par value common stock.
The Company has elected a calendar year end.
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year end.
b. Income Taxes
As of March 31, 2000, the Company had a net operating loss carryforward for
federal income tax purposes of approximately $48,000 that may be used in
future years to offset taxable income. The net operating loss carryforward
will expire by 2019. The tax benefit of the cumulative carryforwards has
been offset by a valuation allowance of the same amount.
c. Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
d. Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
e. Revenue Recognition
A revenue recognition policy will be established when planned principal
operations commence.
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BARBECUE CAPITAL CORP.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and December 31, 1999
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
F. Basic Loss Per Share
The computation of basic (loss) per share of common stock is based on the
weighted average number of shares issued and outstanding during the period of
the financial statements as follows:
For the Three Months Ended
March 31
--------------------------
2000 1999
--------- ----------
Numerator-loss $ (3,834) $ (8,970)
Denominator-weighted average number of
Shares outstanding 1,023,000 1,023,000
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Loss per share $ (0.00) $ (0.01)
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NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has not established revenues sufficient to cover its
operating costs and allow it to continue as a going concern. The Company is
seeking a merger with an existing operating company. Currently management is
committed to cover all operating and other costs until sufficient revenues are
generated.
NOTE 4 - STOCK TRANSACTIONS
On December 31, 1996, the Board of Directors authorized a stock issuance
totaling 500,000 shares to officers of the Company for cash consideration of
$10,000.
The Company has issued to the public, 523,000 shares of its common stock at
$0.10 per share. The costs of the stock offering of $10,906 were charged
against the proceeds of the offering.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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This periodic report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 with
respect to the financial condition, results of operations, business
strategies, operating efficiencies or synergies, competitive positions, growth
opportunities for existing products, plans and objectives of management.
Statements in this periodic report that are not historical facts are hereby
identified as "forward-looking statements" for the purpose of the safe harbor
provided by Section 21E of the Exchange Act and Section 27A of the Securities
Act.
Business of the Company
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The Company was incorporated in Nevada on December 18, 1996, to engage in
the manufacture and distribution of commercial size barbecues for individual,
groups, and restaurant use. After two seasonal business cycles of trying to
develop a market for the Company's barbecues, management of the Company
determined that without significant additional funding, the Company would not
be able to compete in the barbecue business. Accordingly, after several
unsuccessful attempts to obtain additional capital, the Company determined
that it was in the Company's and its shareholders best interest to cease the
barbecue business and search for alternative businesses while the Company was
still solvent.
The Company intends to take advantage of any reasonable business proposal
presented which management believes will provide the Company and its
stockholders with a viable business opportunity. The board of directors will
make the final approval in determining whether to complete any acquisition,
and unless required by applicable law, the articles of incorporation, bylaws
or by contract, stockholders' approval may not be sought.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require management time and attention and will require
the Company to incur costs for payment of accountants, attorneys, and others.
If a decision is made not to participate in or complete the acquisition of a
specific business opportunity, the costs incurred in a related investigation
will not be recoverable. Further, even if an agreement is reached for the
participation in a specific business opportunity by way of investment or
otherwise, the failure to consummate the particular transaction may result in
the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to complete the participation in or acquisition of any
future business prospect. There is no assurance that the Company will be able
to acquire an interest in any such prospects, products or opportunities that
may exist or that any activity of the Company, regardless of the completion of
any participation in or the acquisition of any business prospect, will be
profitable.
Joe Thomas, the president and sole director of the Company has been
analyzing various business opportunities to pursue and has been negotiating
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with Jeff Holmes, a shareholder of the Company, on a transfer of control. Mr.
Holmes has experience in dealing with corporations similar to the Company and
has indicated a willingness to enter into a transaction with Mr. Thomas to
assume a management position with the Company but final negotiations have not
been concluded. As part of a change of control of management, Mr. Thomas may
seek to sell his interest in the Company to Mr. Holmes or a third party.
Final discussions on any sale have not been concluded. Mr. Holmes has
discussed with several parties the potential business opportunities the
Company offers. One party has expressed strong interest in entering into a
deal to potentially merge with the Company. These negotiations are proceeding
as the party conducts its due diligence on the Company.
Discussion and Analysis of Financial Condition and Results of Operations
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Liquidity and Capital Resources
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As of March 31, 2000, the Company had assets of $3,192 and no
liabilities. The Company has only incidental ongoing expenses primarily
associated with maintaining its corporate status and professional fees
associated with accounting and legal costs. For the three months ended March
31, 2000, the Company had expenses of $3,834. These expenses consisted of
professional fees associated with its reporting obligations to the SEC and
management salaries.
Management anticipates that the Company will incur more cost including
legal and accounting fees to locate and complete a merger or acquisition. At
the present time the Company does not have the assets to meet these financial
requirements. Additionally, the Company does not have substantial assets to
entice potential business opportunities to enter into transactions with the
Company.
Since inception the Company has not generated revenue and it is unlikely
that any revenue will be generated until the Company locates a business
opportunity with which to acquire or merge. Management of the Company will be
investigating various business opportunities. These efforts may cost the
Company not only out of pocket expenses for its management but also expenses
associated with legal and accounting cost. There can be no guarantee that the
Company will receive any benefits from the efforts of management to locate
business opportunities.
If and when the Company locates a business opportunity, management of the
Company will give consideration to the dollar amount of that entity's
profitable operations and the adequacy of its working capital in determining
the terms and conditions under which the Company would consummate such an
acquisition. Potential business opportunities, no matter which form they may
take, will most likely result in substantial dilution for the Company's
shareholders as it has only limited capital and no operations.
The Company does not intend to employ anyone in the future, unless its
present business operations were to change. The president of the Company is
providing the Company with a location for its offices on a "rent free basis."
The Company does intend to reimburse its officers and directors for out of
pocket cost.
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Results of Operations
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For the three months ended March 31, 2000, the Company had a net loss of
$3,834 compared to a loss for the quarter ended March 31, 1999, of $8,970.
The Company had no revenue for the three months ended March 31, 2000, as a
result of the termination of its barbecue business. The Company does not
anticipate any revenue until it locates a new business opportunity.
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.
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Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K.
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None.
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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.
BARBECUE CAPITAL CORP.
[Registrant]
Dated: May 18, 2000 By/S/Joe Thomas, President,
Chief Financial Officer, and Director