UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File No. 0-28154 MUSIC TONES LTD. --------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Colorado 84-1337504 ----------------------- ------------------------------- (State or other juris- (IRS Employer Identification No.) diction of incorporation or organization) 12146 East Amherst Circle Aurora, Colorado 80014 -------------------------------------- (Address of principal executive offices) Issuer's telephone number: (303) 695-9554. Not Applicable --------------------------------------------------- (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 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 such filing requirements for the past 90 days. YES [ ] NO [X] As of December 12, 1996, Registrant had 36,000,000 shares of its $0.0001 par value common stock outstanding. MUSIC TONES LTD. Form 10-QSB Quarterly Report Table of Contents - ----------------- Part I - Financial Statements Item 1 - Financial Statements Balance Sheets as of June 30, 1996 and December 31, 1995.............................1 Statements of Operations for the three and six months ended June 30, 1996 and 1995 and from October 26, 1987 (Inception) through June 30, 1996.................................................2 Statements of Cash Flows for the six months ended June 30, 1996 and 1995 and from October 26, 1987 (Inception) through June 30, 1996.................................................3 Notes to Financial Statements.........................................4 Item 2 - Management's Discussion and Analysis or Plan of Operation.....................................................5 Part II - Other Information Item 1 Legal Proceedings None Item 2 Change in Securities None Item 3 Default 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 None (b) Reports on Form 8-K None i MUSIC TONES LTD. (A Development Stage Enterprise) Balance Sheets June 30, December 31, 1996 1995 --------- ----------- ASSETS CURRENT ASSETS: Cash in Checking ................................................. $ 1,451 $ 0 -------- -------- TOTAL ASSETS ..................................................... $ 1,451 $ 0 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES ............................................................... $ 0 $ 0 -------- -------- STOCKHOLDERS' EQUITY (DEFICIT): Preferred Stock, $.01 par value, 10,000,000 shares authorized, no shares issued and outstanding ................................. -- -- Common Stock, $.0001 par value, 100,000,000 shares authorized, 36,000,000 shares issued and outstanding ...................................................... 3,600 675 Additional paid-in capital ....................................... 12,000 -- (Deficit) accumulated during the development stage ............................................ (14,149) (675) -------- -------- TOTAL STOCKHOLDERS' EQUITY ....................................... 1,451 0 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............................................. $ 1,451 $ 0 ======== ======== The accompanying notes are an integral part of the financial statements. 1 MUSIC TONES LTD. (A Development Stage Enterprise) Statements of Operations For the Period For the Three Months Ended For the Six Months Ended October 26, 1987 June 30, June 30, June 30, June 30, (Inception) thru 1996 1995 1996 1995 June 30, 1996 -------- -------- -------- -------- --------------- INCOME FROM OPERATIONS $ 0 $ 0 $ 0 $ 0 $ 0 -------- -------- -------- -------- --------- OPERATING EXPENSES: Audit fees .................. 0 0 600 0 600 Filing fees ................. 0 0 200 0 200 Legal fees .................. 4,000 0 12,000 0 12,000 Office expense .............. 496 0 674 0 1,349 -------- -------- -------- -------- --------- TOTAL OPERATING EXPENSES ........... 4,496 0 13,474 0 14,149 -------- -------- -------- -------- --------- NET (LOSS) ........................... $ (4,496) $ 0 $(13,474) $ 0 (14,149) ========= ======== ======== ======== ========= NET (LOSS) PER SHARE ................. $ N/A $ N/A $ N/A $ N/A $ N/A ========= ======== ======== ======== ========= The accompanying notes are an integral part of the financial statements. 2 MUSIC TONES LTD. (A Development Stage Enterprise) Statements of Cash Flows For the Period October 26, 1987 For the Six Months For the Six Months (Inception) thru Ended June 30, 1996 Ended June 30, 1995 June 30, 1996 ------------------- ------------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) ............................................... $(13,474) $ 0 $(14,149) Decrease in Organization Costs ........................... $ (75) $ 0 0 -------- -------- -------- NET CASH USED BY OPERATING ACTIVITIES .............................................. $(13,549) $ 0 (14,149) -------- -------- -------- CASH FLOES FROM FINANCING ACTIVITIES: Proceeds from issuance of stock ........................................ $ 15,000 $ 0 15,600 -------- -------- -------- NET INCREASE IN CASH .............................................. $ 1,451 $ 0 1,451 CASH, BEGINNING OF THE PERIOD ........................................... $ 0 $ 0 0 -------- -------- -------- CASH, END OF THE PERIOD ................................................. $ 1,451 $ 0 1,451 ======== ======== ======== The accompanying notes are an integral part of the financial statements. 3 MUSIC TONES LTD. (A Development Stage Enterprise) NOTES TO FINANCIAL STATEMENTS NOTE I - HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Music Tones Ltd., a Colorado Corporation, was incorporated October 26, 1987, and since its inception, the Company has been in the development stage. The original name of the corporation was The Trader's Edge Ltd.; the name change occurred March 20, 1996. Year End The Company has elected a calendar year-end. Accounting Method The company records income and expenses on the accrual method. Organization Costs Costs incurred in organizing the Company are being amortized over a sixty-month period. NOTE II - CAPITAL STOCK On March 20, 1996, the corporation issued a 2,000 to 1 forward stock split for common stock. Thus, the total common stock authorized changed from 50,000 to 100,000,000; and from no par value to $.0001 par value. NOTE III - RELATED PARTIES The Company has issued 3,000 shares of stock for services rendered from March 18, 1990 to March 21, 1993. NOTE IV - BASIS OF PRESENTATION The accompanying 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 and Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. 4 MUSIC TONES LTD. (A Development Stage Enterprise) ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Liquidity and Capital Resources During the first six months of 1996, the Company's working capital decreased by $13,474. Results of Operations The results of operation for the six months ended June 30, 1996 and 1995 reflect the inactivity of the Company. The Company has no revenues since it is in the development stage. Operating expenses primarily represent legal and accounting fees associated with the cost of filings with the Securities and Exchange Commission. The Company is seeking additional financing. 5 SIGNATURES Pursuant to the requirements 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. Dated: December 18, 1996 /s/ Daniel C. Steinberg -------------------------------- 6