U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-QSB /A 1 Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: September 30, 1998 Commission File Number: 000-24447 MATHY CORPORATION (Exact name of small business issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 84-1463449 (IRS Employer Identification No.) 2851 South Parker Road, Suite 720 Aurora, Colorado (Address of principal executive offices) 80014 (Zip Code) (303) 671-8920 (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 September 30, 1998, was 500,000 shares. PART I ITEM 1. FINANCIAL STATEMENTS. The unaudited financial statements for the six month period ended September 30, 1998, 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 Company's unaudited financial statements and notes thereto included herein. In connection with, and because it desires to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on the behalf of the Company, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, the Company. The Company disclaims any obligation to update forward looking statements. The Company generated no revenues during the six month period ending September 30, 1998. 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 2 that the Company has sufficient funds to continue operations through the foreseeable future. Year 2000 Disclosure Many existing computer programs use only two digits to identify a year in the date field. These programs were designed and developed without considering the impact of the upcoming change in the century. If not corrected, many computer applications could fail or create erroneous results by or at the Year 2000. As a result, many companies will be required to undertake major projects to address the Year 2000 issue. Because the Company has nominal assets, including no personal property such as computers, it is not anticipated that the Company will incur any negative impact as a result of this potential problem. However, it is possible that this issue may have an impact on the Company after the Company successfully consummates a merger or acquisition. Management intends to address this potential problem with any prospective merger or acquisition candidate. There can be no assurances that new management of the Company will be able to avoid a problem in this regard after a merger or acquisition is so consummated. 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 None. 3 MATHY CORPORATION (A Development Stage Company) Unaudited Balance Sheet Unaudited Audited September 30 March 31 1998 1998 _________ ___________ ASSETS Current Assets - Cash $ 0 $ 0 _________ ___________ TOTAL ASSETS $ 0 $ 0 ========= =========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities $ 0 $ 0 --------- ----------- SHAREHOLDERS' EQUITY Common Stock, $.001 Par Value; 100,000,000 Shares Authorized, 500,000 Issued and Outstanding at September 30, 1998 and March 31, 1998, respectively $ 500 $ 500 Preferred Stock, $.001 Par Value; 25,000,000 Shares Authorized, No Shares Issued and Outstanding 0 0 Additional Paid In Capital on Preferred Stock 0 0 Deficit Accumulated During the Development Stage (500) (500) _________ ___________ Total Shareholders' Equity $ 0 $ 0 _________ ___________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 0 $ 0 ========= =========== 4 MATHY CORPORATION (A Development Stage Company) Unaudited Statement of Operations For the For the January 30, 1996 Six Months Six Months (Inception) Ended Ended Thru September 30, September 30, September 30, 1998 1997 1998 ____________ ____________ _____________ Revenue $ 0 $ 0 $ 0 ------------ ------------ ------------- Expenses 0 0 500 ------------ ------------ ------------- Net (Loss) Accumulated During The Development Stage $ 0 $ 0 $ (500) ============ ============ ============== Net (Loss) Per Share $ ($0.00) $ ($0.00) $ ($0.00) ============ ============ ============== Common Shares Outstanding 500,000 500,000 500,000 ============ ============ ============== 5 MATHY CORPORATION (A Development Stage Company) Unaudited Cash Flow Statement For the For the January 30, 1996 Six Months Six Months (Inception) Ended Ended Thru September 30, September 30, September 30, 1998 1997 1998 ____________ ____________ ______________ Cash Flows From Operating Activities: Net Profit (Loss) Accumulated During The Development Stage $ 0 $ 0 $ (500) Amortization and Depreciation 0 0 0 Issuance of Common Stock Not For Cash 0 0 500 ____________ ____________ _____________ Net Cash Flows From Operations 0 0 0 Cash Flows From Financing Activities: Issuance of Common Stock 0 0 0 Additional Paid in Capital 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: Common Stock Issued For Cash Advances & Services $ 0 $ 0 $ 500 ============ ============ ============= 6 MATHY CORPORATION (A Development Stage) Unaudited Statement of Shareholders' Equity Deficit Accumulated Number of Additional During the Shares Common Paid In Development Common Stock Stock Capital Stage Total ____________ ______ __________ ___________ _______ Balance at January 30, 1996 0 $ 0 $ 0 $ 0 $ 0 Issuance of Common Stock: January 30, 1996 For Cash Advances and Services At $.001 Per Share 500,000 $ 500 0 0 500 Net (Loss) (500) (500) ____________ ______ __________ __________ _______ Balance at March 31, 1996, 1997 & 1998 500,000 500 0 (500) 0 Net (Loss) 0 0 ____________ ______ __________ __________ _______ Balance at September 30, 1998 500,000 500 $ 0 $ (500) $ 0 ============ ====== ========== ========== ======= 7 MATHY CORPORATION (A Development Stage Company) NOTES TO UNAUDITED FINANCIAL STATEMENTS NOTE 1. - ------ The Company initially authorized 100,000,000 shares of $.001 par value common stock. In January 1996, the Company issued 500,000 shares of common stock valued at $500 for cash advances and services. 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 six month periods ended September 30, 1998 and 1997, and for the periods from inception at January 30, 1996 to September 30, 1998, (b) financial position at September 30, 1998 and March 31, 1998, and (c) the cash flows for the six months ended September 30, 1998 and 1997 and for the period from inception, January 30, 1996 to September 30, 1998, have been made. NOTE 2. - ------ The results for the six month period ended September 30, 1998, are not necessarily indicative of the results for the entire fiscal year ended March 31, 1999. 8 SIGNATURES Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this amendment to its report to be signed on its behalf by the undersigned, thereunto duly authorized. MATHY CORPORATION (Registrant) Dated: January 8, 1999 By: s/Andrew I. Telsey -------------------------------- Andrew I. Telsey, President 9 MATHY CORPORATION Exhibit Index to Quarterly Report on Form 10-QSB For the Quarter Ended September 30, 1998 EXHIBITS Page No. EX-27 Financial Data Schedule . . . . . . . . . . . . 11 10