2 U.S. 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 quarterly period ended: June 30, 1997 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from: to: Commission file number: 33-26899-D BEST OF AMERICA CORPORATION (Exact Name of Registrant as specified in its charter) COLORADO 84-1082394 (State or other jurisdiction (IRS Employer Identi- of incorporation or organization fication Number) 27690 Main Street Lacombe, Louisiana 70445 	(Address code of principal executive offices) (504) 646-0261 (Issuer's telephone number) Check mark whether the Issuer (1) has filed all reports required by Section 13 or 15(d) of the Exchange Act 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 the filing requirements for at least the past 90 days. YES: X NO: APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PREVIOUS FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by the court. YES: x NO: APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date: 8,129,000 Transitional Small Business Disclosure Format. YES: NO: X 3 BEST OF AMERICA CORPORATION 	 Index PART I FINANCIAL INFORMATION Balance Sheet June 30, 1997 3 			 Statements of Operations Three and Six Months Ended June 30, 1997 and 1996 4 Statements of Cash Flows Three and Six Months Ended June 30, 1997 and 1996 5 Notes to Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 7-8 PART II Other Information 9 Signatures 10 4 Best of America Corporation Balance Sheet June 30, 1997 (Unaudited) ASSETS Current assets: Cash $ 698 Accounts receivable, net of allowance for doubtful accounts of $ 11,333 62,672 Inventory 20,737 Note receivable - trade 25,000 Prepaid expenses 3,462 Total current assets 112,569 Property and equipment, at cost, net of accumulated depreciation of $31,446 12,565 Patents and formulas, at cost, net of accumulated amortization of $5,531 4,557 Deposits 26,654 Option to purchase real estate 3,000 $ 159,345 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 191,390 Due to related parties 59,528 Customer deposits 5,000 Total current liabilities 255,918 Commitments and contingencies Stockholders' equity: Preferred stock, $10 par value, non-voting, non-cumulative, non participating, convertible, 50,000,000 shares authorized Common stock, no par value, 1,000,000,000 shares authorized, 8,129,000 shares issued and outstanding 348,930 Paid in capital 26,647 Accumulated deficit (472,150) (96,573) $ 159,345 See accompanying notes to financial statements. 5 Best of America Corporation Statements of Operations For the Three and Six Months Ended June 30, 1997 and 1996 (Unaudited) Six Months Three Months 1997 1996 1997 1996 Sales $ 56,393 $ 35,407 $ 35,497 $ 19,980 Cost of sales 31,284 6,398 20,700 3,422 Gross margin 25,109 29,009 14,797 16,558 General and administrative expenses 82,793 119,939 49,315 42,863 Income (loss) from operations (57,684) (90,930) (34,518) (26,305) Other income and (expense): Miscellaneous income 8 (7) Interest expense (15,424) (7,810) (8,234) (4,164) (15,416) (7,810) (8,241) (4,164) Net income (loss) $ (73,100) $ (98,740) $ (42,759) $ (30,469) Earnings (loss) per share: Net income (loss) ($0.01) ($0.01) ($0.01) ($0.00) Weighted average shares outstanding 8,129,000 7,879,000 8,129,000 8,129,000 See accompanying notes to financial statements. <PAGE6> Best of America Corporation Statement of Cash Flows For the Three and Six Months Ended June 30, 1997 and 1996 (Unaudited) Six Months Three Months 1997 1996 1997 1996 Net cash provided by (used in) operating activities $ (122,519) $ (12,488) $ (24,183) $ 32,326 Cash flows from investing activities: Acquisition of office equipment (1,293) (1,615) (1,488) Acquisition of option on real estate (3,000) (3,000) Net cash provided by (used in) investing activities (4,293) (1,615) (3,000) (1,488 Cash flows from financing activities: Common Stock issued for cash 5,000 5,000 Proceeds from (payments to) related parties 76,073 13,635 27,183 (33,349) Net cash provided by (used in) financing activities 76,073 18,635 27,183 (28,349) Increase (decrease) in cash (50,739) 4,532 2,489 Cash and cash equivalents, beginning of period 51,437 592 698 2,635 Cash and cash equivalents, end of period $ 698 $ 5,124 $ 698 $ 5,124 See accompanying notes to financial statements. 	 	 7 Best of America Corporation Notes to Financial Statements The accompanying condensed unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to form 10-QSB. 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, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. The accompanying financial statements should be read in conjunction with the Company's form 10-KSB filed for the year ended December 31, 1996. Income (loss) per share was computed using the weighted average number of common shares outstanding. BASIS OF PRESENTATION The accompanying financial statements have been prepared on a "going concern" basis which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. The Company has incurred operating losses during the six months ended June 30, 1997, and 1996, aggregating $73,100 and $98,740, and has negative working capital of $143,349 at June 30, 1997. During the periods presented the Company has not generated positive cash flow from operations and there can be no assurance that the trend will not continue. Profitable operations are dependent upon, among other factors, the Company's ability to obtain equity or debt financing and the Company's ability to finance, manage, and construct car wash operations. The Company is unable to project a level of revenue which would allow a reversal of its history of operating losses in the near future. In this regard the Company has undertaken the raising of additional equity capital and debt financing. The Company's continued operations are dependent upon obtaining financing. 	 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 	 CONDITION AND RESULTS OF OPERATIONS Trends and Uncertainties: The Company is structured so that it can adjust to the trends and uncertainties in the automobile service industry. The Company has tried to eliminate the major variables of interest rates and operating expenses. However, as the Company has little or no control over the demand for its products and/or services, inflation and changing prices could have a material effect on the future profitability of the Company.	 Capital and Sources of Liquidity: During the Six months ended June 30, 1997 the Company's principal source of funding was derived from operations and loans from shareholders. The Company's sources of liquidity for the remainder of 1997 are expected to be generated from efforts to raise additional capital and advances from affiliates. This capital is essential to the continued operation of the Company. See the discussion of Capital Resources included in the Company's Report on Form 10-KSB for the year ended December 31, 1996 for additional information. 	 The Company currently has no material commitments for capital expenditures. The Company recently moved its offices and increased its lease obligation from a base rental of $644.50 per month to $1,000 per month on a month-to-month basis. In addition, 800 square feet of storage space for its parts and chemicals is leased on a month-to-month basis for a monthly rent of $320. The increased lease payments have a negative effect on the cash flow of the Company. The Company believes that its existing facilities are adequate to meet its needs for the foreseeable future. The Company purchased office equipment of $1,293 and paid $3,000 for an option to purchase the present office building and adjoining land during the six months ended June 30, 1997, resulting in net cash used in investing activities of $4,293. The Company purchased office equipment of $1,615 during the six months ended June 30, 1996, resulting in net cash used in investing activities of $1,615. The Company received advances from shareholders of $76,073 during the six months ended June 30, 1997, resulting in net cash provided by financing activities of $76,073 	 The Company received advances from shareholders of $13,635 and $5,000 of proceeds from the sale of common stock during the six months ended June 30, 1996, resulting in net cash provided by financing activities of $18,635. Results of Operations: The Company has not generated positive cash flow from operations and there can be no assurance that the trend will not continue. Profitable operations are dependent upon, among other factors, the Company's ability to obtain equity or debt financing and the Company's ability to finance, manage, and construct car wash operations, and acquire manufacturing equipment. The Company is unable to project a level of revenue which would allow a reversal of its history of operating losses in the near future. In this regard the Company has undertaken the raising of additional equity capital and debt financing. The Company's continued operations are dependent upon obtaining financing. 1997 Compared to 1996: For the six months ended June 30, 1997, the Company experienced a net loss of $73,100 compared to a net loss of $98,740 for the six months ended June 30, 1996. The Company experienced negative cash flow from operating activities of $122,519 for the six months ended June 30, 1997, compared to negative cash flow from operations of $12,488 for the six months ended June 30, 1996. The Company received revenue of $56,393 for the six months ended June 30, 1997, compared to $35,407 for the six months ended June 30, 1996. Cost of sales increased from $6,398 during the six months ended June 30, 1996, to $31,284 during the six months ended June 30, 1997, due to increased merchandise sales. General and administrative expenses decreased from $119,939 during the six months ended June 30, 1996, to $82,793 during the six months ended June 30, 1997, due to less money spent to acquire financing. The Company's interest expense increased from $7,810 during the six months ended June 30, 1996, to $$15,424 during the six months ended June 30, 1997. 9 	PART II 	OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. 	 Not applicable. ITEM 2. CHANGES IN SECURITIES. 	 Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 	 Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 	 Not applicable. ITEM 5. OTHER INFORMATION. 	 Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 	 (a) Not applicable. 	 (b) Not applicable. 	 10 	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. 	 Best of America Corporation 	 (Registrant) Dated: July 30, 1997_______________________ By: /s/ Anatole J. Plaisance ------------------------ President