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, 1998. ___ Transition report under section 13 or 15(d) of the Exchange Act for the transition period from ________ to ________ 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) (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 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 APPLICABLE ONLY TO CORPORATE ISSUERS As of June 30, 1998, 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 QUINTESSENCE OIL COMPANY A Wyoming Corporation INDEX Page PART I - FINANCIAL INFORMATION: Item 1. Financial Statements Balance sheets at June 30, 1998 and December 31, 1997............3 Statement of operations for the six months ended June 30, 1998 and 1997.....................................4 Statements of cash flows for the six months ended June 30, 1998 and 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 -2- QUINTESSENCE OIL COMPANY A Wyoming Corporation (A Development Stage Company) BALANCE SHEETS ASSETS June 30, December 31, 1998 1997 ---- ---- (unaudited) (audited) CURRENT ASSETS Cash $ 26,777 $ 27,983 PROPERTY AND EQUIPMENT Oil & Gas Working Interest 2,000 2,000 OTHER ASSETS (Note 1) Organization costs - net 4,875 5,625 -------- -------- Total Assets $ 33,652 $ 35,608 ======== ======== 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) (8,848) (6,892) -------- -------- Total Liabilities and Stockholders' equity $ 33,652 $ 35,608 ======== ======== See accompanying notes to financial statements. -3- QUINTESSENCE OIL COMPANY A Wyoming Corporation (A Development Stage Company) STATEMENT OF OPERATIONS (unaudited) Three Months Three Months Six Months Six Months Ended Ended Ended Ended March 31, March 31, June 30, June 30, 1998 1997 1998 1997 ---- ---- ---- ---- INCOME None $ - $ - $ - $ - OPERATING EXPENSES General and Administrative Expense 1,078 1,423 1,206 1,448 Amortization 375 375 750 750 ------ ----- ------ ------ NET (LOSS) $(1,453) $(1,798) $(1,956) $(2,198) ======= ======= ======= ======= NET (LOSS) PER SHARE $(.0015) $(.0018) $(.0020) $(.0022) ======= ======= ======= ======= WEIGHTED AVERAGE NUMBER SHARES OUTSTANDING 1,000,000 1,000,000 1,000,000 1,000,000 ========= ========= ========= ========= The company is in the development stage and has not commenced operations. See accompanying notes to financial statements. -4- QUINTESSENCE OIL COMPANY A Wyoming Corporation (A Development Stage Company) STATEMENT OF CASH FLOWS (unaudited) Six Months Six Months Ended Ended June 30, 1998 June 30, 1997 ------------- ------------- CASH FLOWS PROVIDED (USED) IN OPERATIONS Net loss $(1,956) $(2,198) Adjustments to reconcile net income to net cash provided by operating activities: amortization 750 750 ------- ------ (1,206) (1,448) ------- ------ CASH FLOWS PROVIDED (USED) IN INVESTING ACTIVITIES None - - CASH FLOW PROVIDED (USED) IN FINANCING ACTIVITIES None - - NET (DECREASE) IN CASH (1,206) (1,448) CASH BEGINNING OF PERIOD 27,983 30,542 ------- ------- CASH END OF PERIOD $26,777 $29,094 ======= ======= INTEREST PAID $ - $ - ======= ======= INCOME TAXES PAID $ - $ - ======= ======= See accompanying notes to financial statements. -5- 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, 1997 included in the Company's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. The results of operations for the six month period ended June 30, 1998 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 significant risks which are summarized as follows: Newly formed company with no operating history and minimal assets. Limited funds available for exploration and development. Conflict-of-interest, as all employees have other part-time or full-time employment. -6- QUINTESSENCE OIL COMPANY A Wyoming Corporation (A Development Stage Company) Notes to Financial Statements 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 1933, 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. 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. -7- QUINTESSENCE OIL COMPANY A Wyoming Corporation (A Development Stage Company) Notes to Financial Statements 5. INCOME TAXES The Company has incurred a net operating loss of $6,892 as of December 31, 1997 which can be carried forward to future years. The net operating loss will begin to expire in the year 2012. -8- QUINTESSENCE OIL COMPANY A Wyoming Corporation (A Development Stage Company) 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 conjunction 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, 1998 and 1997 were $26,777 and 29,904, respectively, and consisted entirely of cash. There were no liabilities at June 30, 1998 and 1997. RESULTS OF OPERATIONS There were no revenues or operations for the period ended June 30, 1998 and 1997. Expenses consisted of filing fees. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS None Item 6. EXHIBITS AND REPORTS ON FORM 8-K None -9- 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. /s/ Nick Bebout --------------------------------------- Nick Bebout Chairman of the Board, President & CEO Date: August 19, 1998 -10-