U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-QSB Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: January 31, 1997 Commission File Number: 0-25388 ICHI-BON INVESTMENT CORPORATION (Exact name of small business issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 84-1156459 (IRS Employer Identification No.) 3222 S. Vance, Suite 100 Lakewood, Colorado (Address of principal executive offices) 80227 (Zip Code) (303) 988-1441 (Issuer's Telephone Number) (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ____. The number of shares of the registrant's only class of common stock issued and outstanding, as of January 31, 1997, was 500,000 shares. PART I ITEM 1. FINANCIAL STATEMENTS. The unaudited financial statements for the three month period ended January 31, 1997, are attached hereto. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Financial Statements and notes thereto included herein. The Company generated no revenues during the three month period ending January 31, 1997. Management of the Company anticipates that the Company will not generate any significant revenues until the Company accomplishes its business objective of merging with a nonaffiliated entity or acquiring assets from the same. The Company's securities are currently not liquid. There are no market makers in the Company's securities and it is not anticipated that any market will develop in the Company's securities until such time as the Company successfully implements its business plan of engaging in a business opportunity, either by merger or acquisition of assets. The Company presently has no liquid financial resources to offer such a candidate and must rely upon an exchange of its stock to complete such a merger or acquisition. Because the Company is not required to pay rent or salaries to any of its officers or directors, management believes that the Company has sufficient funds to continue operations through the foreseeable future. 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 EX-27 Financial Data Schedule (b) Reports on Form 8-K 2 The Registrant filed a Form 8-K on November 19, 1996, which is incorporated herein by reference as though fully set forth, reporting the execution of a letter of intent on November 11, 1996, with Covenant Financial Group of America, Inc. ("CFG"), a privately held Alabama corporation, whereby the Registrant agreed in principle to acquire all of the issued and outstanding shares of CFG in exchange for issuance by the Registrant of 9,500,000 previously unissued "restricted" common stock of the Registrant. A copy of the letter of intent with CFG was annexed to the Form 8-K as an Exhibit. 3 ICHI-BON INVESTMENT CORPORATION (A Development Stage Company) Unaudited Balance Sheet Unaudited Audited January 31 October 31 1997 1996 _________ ___________ ASSETS Current Assets - Cash $ 0 $ 0 _________ ___________ TOTAL ASSETS $ 0 $ 0 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Accounts Payable $ 4,284 $ 4,284 SHAREHOLDERS' EQUITY Common Stock, $.001 Par Value; 25,000,000 Shares Authorized, 500,000 Issued and Outstanding at January 31, 1997, and October 31, 1996, respectively $ 500 $ 500 Preferred Stock, $.01 Par Value; 10,000,000 Shares Authorized, No Shares Issued and Outstanding 0 0 Additional Paid In Capital 12,000 12,000 Retained Deficit (500) (500) Deficit Accumulated During the Development Stage (16,284) (16,284) _________ ___________ Total Shareholders' Equity $ (4,284) $ (4,284) _________ ___________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 0 $ 0 4 ICHI-BON INVESTMENT CORPORATION (A Development Stage Company) Unaudited Statement of Operations For the For the May 18, 1990 Three Months Three Months (Inception) Ended Ended Thru January 31, January 31, January 31, 1997 1996 1997 ____________ ____________ _____________ Income $ 0 $ 0 $ 0 Expenses Filing Fees 0 250 250 Legal and Accounting 3,718 12,316 16,034 ____________ ____________ _____________ Total Expenses $ 3,718 12,566 $ 16,284 Net (Loss) Accumulated During The Development Stage $ (3,718) $ (12,566) $ (16,284) Net (Loss) Per Share $ ($0.01) $ ($0.03) $ ($0.03) Common Shares Outstanding 500,000 500,000 500,000 5 ICHI-BON INVESTMENT CORPORATION (A Development Stage Company) Unaudited Cash Flow Statement For the For the May 18, 1990 Three Months Three Months (Inception) Ended Ended Thru January 31, January 31, January 31, 1997 1996 1997 ____________ ____________ ______________ Cash Flows From Operating Activities: Net Profit (Loss) Accumulated During The Development Stage $ (3,718) $ (12,566) $ (16,284) Expenses Paid by Shareholder for the Company 250 11,750 12,000 Increase in Account Payable 3,468 816 4,284 ____________ ____________ _____________ Net Cash Flows From Operations 0 0 0 Cash Flows From Financing Activities: Issuance of Common Stock 0 0 0 ____________ ____________ _____________ Net Cash Provided by Financing Activities 0 0 0 ____________ ____________ _____________ Net Increase (Decrease) in Cash 0 0 0 Cash At Beginning of Period 0 0 0 ____________ ____________ _____________ Cash At End of Period $ 0 $ 0 $ 0 Supplementary Disclosure of Cash Flow Information: Noncash Financing Activities: Shareholders' Paid Expenses For the Company $ 250 $ 11,750 $ 12,000 6 ICHI-BON INVESTMENT CORPORATION (A Development Stage) Unaudited Statement of Shareholders' Equity Deficit Number of Accumulated Shares Additional During the Common Common Paid In Development Retained Stock Stock Capital Stage Deficit Total _________ ______ __________ ___________ ________ _______ Balance at May 18, 1990 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Issuance of Common Stock: May 18, 1990- For Services at $.001 Per Share 500,000 $ 500 0 0 500 0 Net (Loss) 0 0 0 _________ ______ __________ ___________ ________ _______ Balance at Oct. 31, 1990, 1991, 1992, 1993, 1994 500,000 500 0 0 (500) 0 Additional Capital Contribution 11,570 11,570 Net (Loss) (12,566) (12,566) _________ ______ __________ __________ _______ _______ Balance at Oct. 31, 1995 500,000 500 $11,570 $ (12,566) $ (500) $ (816) Additional Capital Contribution 250 250 Net (Loss) (3,718) (3,718) _________ ______ __________ __________ _______ _______ Balance at Oct. 31, 1996 500,000 500 $12,000 $ (16,284) $ (500) $(4,284) Net (Loss) 0 0 _________ ______ __________ __________ _______ _______ Balance at Jan. 31, 1997 500,000 500 $12,000 $ (16,284) $ (500) $(4,284) 7 ICHI-BON INVESTMENT CORPORATION (A Development Stage Company) NOTES TO UNAUDITED FINANCIAL STATEMENTS NOTE 1. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three month periods ended January 31, 1997 and 1996, and for the periods from inception at May 18, 1990 to January 31, 1997, (b) financial position at January 31, 1997, and October 31, 1996, and (c) the cash flows for the three months ended January 31, 1997 and 1996, and for the period from inception, May 18, 1990 (inception) to January 31, 1997, have been made. NOTE 2. The results for the three month period ended January 31, 1997, are not necessarily indicative of the results for the entire fiscal year ended October 31, 1997. 8 SIGNATURES Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ICHI-BON INVESTMENT CORPORATION (Registrant) Dated: March 17, 1997 By: /s/ Cheryl Okizaki Cheryl Okizaki President 9 ICHI-BON INVESTMENT CORPORATION Exhibit Index to Quarterly Report on Form 10-QSB For the Quarter Ended January 31, 1997 EXHIBITS Page No. EX-27 Financial Data Schedule . . . . . . . . . . . . . . . . . . . . .11 10