1 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 Commission file number: 0-21811 QUINTESSENCE OIL COMPANY (Exact Name of Small Business Issuer as Specified in Its Charter) Wyoming 83-0317306 (State of Incorporation) (I.R.S. Employer Identification No.) 4424 Skylane Avenue Riverton, Wyoming 82501 (Address of Principal Executive Offices) (307) 856-1577 Fax: (307) 857-6631 (Issuer's Telephone Number, Including Area Code) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 [ ] No [ x ] Not subject to filing requirements until October 11, 1997. APPLICABLE ONLY TO CORPORATE ISSUERS As of June 30, 1997, the Issuer had 1,000,000 shares of Common Stock, par value $0.00001, outstanding. Transitional Small Business Disclosure Format (check one): Yes [ ] No [ x ] 2 QUINTESSENCE OIL COMPANY A Wyoming Corporation INDEX Page Part I - Financial Information: Item 1. Financial Statements Balance sheets at June 30, 1997 and December 31, 1996.....3 Statement of income for the three months ended June 30, 1997.............................................4 Statements of cash flows for the three months ended June 30, 1997.......................................5 Notes to unaudited financial statements.................6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................9 Part II - Other Information: Item 4. Submission of Matters to a Vote of Shareholders..........................................9 Item 6. Exhibits and Reports on Form 8-K......................9 Signatures....................................................10 3 QUINTESSENCE OIL COMPANY A Wyoming Corporation (A Development Stage Company) BALANCE SHEETS ASSETS June 30, December 31, 1997 1996 (unaudited) (audited) CURRENT ASSETS Cash $ 29,094 $ 30,542 PROPERTY AND EQUIPMENT Oil & Gas Working Interest 2,000 2,000 OTHER ASSETS (Note 1) Organization costs - net 6,375 7,125 -------- -------- Total Assets $ 37,469 $ 39,667 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES None $ - $ - STOCKHOLDERS' EQUITY (Notes 1 and 2) Common Stock - $.00001 par value, 50,000,000 shares authorized, 1,000,000 shares issued and outstanding 10 10 Additional paid in capital 42,490 42,490 Retained earnings (deficit) (5,031) (2,833) -------- -------- Total Liabilities and Stockholders' equity $ 37,469 $ 39,667 ======== ======== See accompanying notes to financial statements. F-1 4 QUINTESSENCE OIL COMPANY A Wyoming Corporation (A Development Stage Company) STATEMENT OF OPERATIONS for the three months and six months ended June 30, 1997 (unaudited) Three MonthS Six Months Ended Ended June 30, 1997 June 30, 1997 INCOME None $ - $ - OPERATING EXPENSES General and Administrative Expenses 1,423 1,448 Amoritzation 375 750 --------- ---------- NET (LOSS) $ (1,798) $ (2,198) ========= ========= NET (LOSS) PER SHARE $ (0.0018) $ (0.0022) ========= ========= WEIGHTED AVERAGE NUMBER SHARES OUTSTANDING 1,000,000 1,000,000 ========= ========= The company is in the development stage and has not commenced operations. There were no operations for the six months ended June 30, 1996. See accompanying notes to financial statements. F-2 5 QUINTESSENCE OIL COMPANY A Wyoming Corporation (A Development Stage Company) STATEMENT OF CASH FLOWS for the six months ended June 30, 1997 (unaudited) CASH FLOWS PROVIDED (USED) IN OPERATIONS Net loss $ (2,198) Adjustments to reconcile net income to net cash provided by operating activities: amortization 750 --------- (1,448) --------- CASH FLOWS PROVIDED (USED) IN INVESTING ACTIVITIES None - CASH FLOW PROVIDED (USED) IN FINANCING ACTIVITIES None - NET (DECREASE) IN CASH (1,448) CASH BEGINNING OF PERIOD 30,542 --------- CASH END OF PERIOD $ 29,094 ========= INTEREST PAID $ - ========= INCOME TAXES PAID $ - ========= See accompanying notes to financial statements. F-3 6 QUINTESSENCE OIL COMPANY A Wyoming Corporation (A Development Stage Company) Notes to Financial Statements 1. Basis of Presentation The accompanying financial information is unaudited, but, in the opinion of management, reflects all adjustments (which include only normally recurring adjustments) necessary to present fairly the Company's financial position, operating results and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The financial information should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 1996 included in the Company's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. The results of operations for the three months and six months periods ended June 30, 1997 are not necessarily indicative of the results to be expected for the full year. 2. Organization and Summary of Significant Accounting Policies: Organization: Quintessence Oil Company was incorporated on June 26, 1996, under the laws of the State of Wyoming. The Company has adopted a year ending of December 31. The Company was organized to engage in the development, production and sale of oil and gas. Since its inception, the Company has been largely inactive and has conducted no significant operations The Company does not own any oil and gas leases. Because of the speculative nature of the Company, there are sigificant risks which are summarized as follows: Newly formed company with no operating history and minimal assets. Limited funds available for exploration and development. F-4 7 QUINTESSENCE OIL COMPANY A Wyoming Corporation (A Development Stage Company) Notes to Financial Statements Conflict-of-interest, as all employees have other part-time or full-time employment. The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards No. 7. There have been no operations since incorporation. Summary of Significant Accounting Principles: Registration costs will include fee payments for legal expenses relating to the public stock offering. The offering was successful, and $7,500 of legal fees were charged to additional paid-capital. The Company amortizes organization costs over 60 months using the straight line method. 3. Stockholders' Equity Public Stock Offering: The Common Stock is being offered and sold pursuant to an exemption from registration contained in Reg. 504 of the Securities Act of 1993, as amended, (the "Act"). Reg. 504 provides that the Company can sell securities with an aggregate offering price not exceeding $1,000,000 within a twelve (12) month period without registration with the Securities and Exchange Commission. The shares so issued will be without restriction and may be resold in compliance with the Act. Applicable state laws, however, may impose restrictions on sales and resales. Pursuant to Reg. 504, the Company is not required to furnish any information to purchasers. 4. Offices and Employees The Company's office is located at 4424 Skylane Avenue, Riverton, Wyoming. F-5 8 QUINTESSENCE OIL COMPANY A Wyoming Company (A Development Stage Company) The Company currently has no employees other than certain of its officers and directors and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities. The company has no retirement, pension, profit sharing or insurance plans covering its officers and directors. 5. Income Taxes The Company has incurred a net operating loss of $2,833 as of December 31, 1996 which can be carried forward to future years. The net operating loss will expire in the year 2012. F-6 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is Management's discussion and analysis of significant factors which have affected the Registrant's liquidity, capital resources and results of operations. It is suggested this information be read in conjuction with the Offering Memorandum of Quintessence Oil Company dated July 2, 1996. Liquidity and Capital Resources. The Company is a development stage company as defined in Statement of Financial Accounting Standards No. 7 Current assets at June 30, 1997 were $29,094 and consisted entirely of cash. There were no liabilities at June 30, 1997. Results of Operations. There were no revenues or operations for the period ended June 30, 1997. Expenses consisted of filing fees and accounting fees. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K EXHIBITS 27 Financial Data Schedule. 10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. DATED this 28th day of October, 1997. /s/ Nick Bebout Chairman of the Board, President & CEO