U.S. Securities and Exchange Commission Washington, D.C. 20549 Amendment 1 to FORM 10-QSB [ X ] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 1998 [ ] 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 Identification Number) of incorporation or organization 27690 Main Street Lacombe, Louisiana 70445 	(Address code of principal executive offices) (504) 646-0261 (Issuers 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: NO: APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuers classes of common stock, as of the last practicable date: 9,729,000 Transitional Small Business Disclosure Format. YES: NO: X 2 BEST OF AMERICA CORPORATION 	 Index PART I		FINANCIAL INFORMATION Balance Sheet March 31, 1998 3 			 Statements of Operations Three Months Ended March 31, 1998 and 1997 4 Statements of Cash Flows Three Months Ended March 31, 1998 and 1997 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 9 3 Best of America Corporation Balance Sheet March 31, 1998 (Unaudited) ASSETS Current assets: Accounts receivable, net of allowance for doubtful accounts of $ 7,333 $ 3,360 Inventory 14,658 Note receivable - trade 27,743 Contract receivable 48,925 Prepaid expenses 55,282 Due from related parties 30,024 Total current assets ======= 179,992 Property and equipment, at cost, net of accumulated depreciation of $34,093 10,649 Land 469,151 Patents and formulas, at cost, net of accumulated amortization of $6,287 3,800 Option 1,500 Deposits 25,565 ------- $ 690,657 ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 319,858 Due to related parties 113,772 Note payable-current portion 11,750 Customer deposits 15,000 ------- Total current liabilities 460,380 Note payable-net of current portion 29,762 Commitments and contingencies Stockholders' equity: Preferred stock, $10 par value, non-voting, non-cumulative, non participating, convertible, 50,000,000 shares authorized 216,200 shares issued and outstanding 2,162,000 Discount below par on preferred stock (1,732,532) Common stock, no par value, 1,000,000,000 shares authorized, 9,729,000 shares issued and outstanding 1,444,930 Less: stock subscription receivable (998,000) Paid in capital 26,647 Accumulated deficit (702,530) --------- 200,515 $ 690,657 ========= See accompanying notes to financial statements. 4 Best of America Corporation Statements of Operations For the Three Months Ended March 31, 1998 and 1997 (Unaudited) 1998 1997 Sales $ 18,439 $ 20,986 Cost of sales 7,540 10,584 ------ ------ Gross margin 10,899 10,402 General and administrative expenses 68,760 33,478 ------ ------ Income (loss) from operations (57,861) (23,076) Other income and (expense): Miscellaneous income 500 15 Interest expense (14,118) (7,190) ------ ----- (13,618) (7,175) Net income (loss) $ (71,479) $ (30,251) ======== ======= Basic (loss) per share ($0.01) ($0.00) Weighted average shares outstanding 9,529,000 8,129,000 ========= ========== See accompanying notes to financial statements. 5 Best of America Corporation Statement of Cash Flows For the Three Months Ended March 31, 1998 and 1997 (Unaudited) 1998 1997 Net cash provided by (used in) operating activities $ (114,887) $ (98,336) Cash flows from investing activities: Note receivable - trade issued (500) - Acquisition of office equipment (731) (1,293) ------- ----- Net cash (used in) investing activities (1,231) (1,293) Cash flows from financing activities: Proceeds from related parties 16,657 48,890 Proceeds from note payable 992 - Common stock issued for cash 96,000 - ------- ------ Net cash provided by financing activities 113,649 48,890 ------- ------ Increase (decrease) in cash (2,469) (50,739) Cash and cash equivalents, beginning of period Cash and cash equivalents, 2,469 51,437 ----- ------ end of period $ - $ 698 ========= ======= See accompanying notes to financial statements. 6 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, 1997. Basic (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 periods ended March 31, 1998, and 1997, aggregating $71,479 and $30,251, and has negative working capital of $280,388 at March 31, 1998. 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. 7 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 tied 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 three months ended March 31, 1998 the Company's principal source of funding was derived from operations, loans from shareholders and proceeds from the sale of common stock. The Company's sources of liquidity for the remainder of 1998 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, 1997 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 $1,200 per month under the terms of an operating lease that expires on February 1, 2000. The monthly lease payments will increase to $1,400 and $1,600 during the second and third year of the lease. 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 $220. 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 $731 and paid $500 for a trade note receivable during the three months ended March 31, 1998, resulting in net cash used in investing activities of $1,231. The Company purchased office equipment of $1,293 during the three months ended March 31, 1997, resulting in net cash used in investing activities of $1,293. The Company received advances from shareholders of $16,657, proceeds from the sale of common stock of $96,000, and proceeds from a note payable of $992 during the three months ended March 31, 1998, resulting in net cash provided by financing activities of $113,649. 	 The Company received advances from shareholders of $48,890 during the three months ended March 31, 1997, resulting in net cash provided by financing activities of $48,890. 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. 1998 Compared to 1997: For the three months ended March 31, 1998, the Company experienced a net loss of $71,479 compared to a net loss of $30,251 for the three months ended March 31, 1997. The Company experienced negative cash flow from operating activities of $115,254 for the three months ended March 31, 1998 compared to negative cash flow from operations of $98,336 for the three months ended March 31, 1997. The Company received revenue of $18,439 for the three months ended March 31, 1998, compared to $20,986 for the three months ended March 31, 1997. Cost of sales decreased from $10,584 during the three months ended March 31, 1997, to $7,540 during the three months ended March 31, 1998, due to decreased merchandise sales. General and administrative expenses increased from $33,478 during the nine months ended March 31, 1997, to $68,760 during the three months ended March 31, 1998, due to more money spent to acquire financing. 8 The Company's interest expense increased from $7,190 during the three months ended March 31, 1997, to $14,118 during the three months ended March 31, 1998. 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. 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 8, 1998 By: /s/ Michael Yates - ---------------------------- Acting President