SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Quarter Ended Commission File No. - --------------------- ------------------- SEPTEMBER 30, 1997 0-13597 ASDAR INC. ------------------------ (Exact name of Registrant) NEVADA 88-0195105 - ------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 2124 GLASGOW AVENUE CARDIFF, CALIFORNIA 92007 ---------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number including area code: (619) 792-7300 --------------- Former Address: 1500 East Tropicana Avenue, #110, Las Vegas, Nevada 89119 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements in the past 90 days: YES NO X -------- -------- Indicate the number of shares outstanding for each of the issuer's classes of Stock as of the last practical date: At September 30, 1997, there were 1,519,499 shares of common stock at $0.001 par value outstanding. </Page> ASDAR INC. TABLE OF CONTENTS PART I FINANCIAL STATEMENTS ITEM 1 FINANCIAL STATEMENTS (UNAUDITED) Balance Sheets. . . . . . . . . . . . . . . . . . . . . . .3 Statements of Operations. . . . . . . . . . . . . . . . . .4 Statements of Cash Flows. . . . . . . . . . . . . . . . . .5 Notes to Financial Statements . . . . . . . . . . . . . . .6 ITEM 2 MANAGEMENT'S DISCUSSION AND FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . .6 PART II OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . .7 SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . .8 This report of Form 10-Q is for the period ended September 30, 1997, however the report has been filed with the Securities and Exchange Commission in April 2000. To the extent practicable, the disclosures contained have been prepared to speak as of November 15, 1997, the required filing date of the report. </Page> ASDAR INC. Balance Sheets September 30, 1997 (Unaudited) December 31, 1996 September December 30, 1997 31, 1996 ----------- ----------- ASSETS Current Assets - -------------- Cash $ 67 $ 2,250 ----------- ----------- Total Assets $ 67 $ 2,250 =========== =========== Current Liabilities - ------------------- Accounts Payable 12,500 81,500 Note Payable -0- 475,000 ----------- ----------- Total Current Liabilities 12,500 556,500 Stockholders' Equity - -------------------- Common Stock, 50,000,000 Shares Authorized, at $0.001 Par Value; 1,519,499 & 549,499 Shares Issued & Outstanding Respectively 1,519 549 Paid In Capital 7,454,013 6,831,233 Treasury Stock ( 199,167) ( 199,167) Accumulated Deficit (7,268,798) (7,186,865) ----------- ----------- Total Stockholders' Equity ( 12,433) ( 554,250) ----------- ----------- Total Liabilities & Stockholders' Equity $ 67 $ 2,250 =========== =========== See Accompanying Notes 3 </Page> ASDAR INC. Statements of Operations (Unaudited) For the Three Months Periods Ended June 30, 1997 & 1996 and the Nine Months Periods Ended June 30, 1997 & 1996 For the Three For the Six Months Ended Months Ended July July January January 1, 1997 1, 1996 1, 1997 1, 1996 to to to to September September September September 30, 1997 30, 1996 30, 1997 30, 1996 ----------- ----------- ----------- ----------- Revenues - -------- Interest Income $ -0- $ 1,122 $ -0- $ 1,804 ----------- ----------- ----------- ----------- Expenses - -------- Legal Fees 12,000 193,061 2,131 211,061 Consulting Fees -0- 34,250 78,250 78,250 General & Administrative Expenses -0- 40,436 1,553 46,167 ----------- ----------- ----------- ----------- Total Expenses 12,000 267,747 81,934 335,478 ----------- ----------- ----------- ----------- Net Loss ($ 12,000) ($ 266,625) ($ 81,934) ($ 333,674) =========== =========== =========== =========== Loss Per Share ($ 0.01) ($ 0.53) ($ 0.08) ($ 0.67) Weighted Average Shares Outstanding 1,057,832 499,499 1,057,832 499,499 See Accompanying Notes 4 </Page> ASDAR INC. Statements of Cash Flows (Unaudited) For the Three Months Periods Ended September 30, 1997 & 1996 September September 30, 1997 30, 1996 ----------- ----------- Cash Flows from Operating Activities - ------------------------------------ Net Loss ($ 81,934) ($ 333,674) Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities; Non Cash Expenses 52,750 -0- Rounding 1 -0- Increase in Accounts Payable 27,000 355,771 ----------- ----------- Net Cash Used by Operating Activities ( 2,183) 22,097 Cash Flows from Investing Activities -0- -0- - ------------------------------------ ----------- ----------- Cash Flows from Financing Activities -0- -0- - ------------------------------------ ----------- ----------- Increase in Cash ( 2,183) 22,097 Cash at Beginning of Period 2,250 -0- ----------- ----------- Cash at End of Period $ 67 $ 22,097 =========== =========== Disclosures from Operating Activities - ------------------------------------- Interest $ -0- $ -0- Taxes -0- -0- See Accompanying Notes 5 </Page> ITEM I - ------ NOTE #1 - 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-Q and Rule 10-01 of Regulation S-X. 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, adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months and the three months periods ending September 30, 1997, are not necessary indicative of the results that may be expected for the year ended December 31, 1997. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1996. ITEM II - ------- Management's Discussion and Analysis of Financial Condition and Results of Operation - -------------------------------------------------------------------------- Liquidity & Capital Resources - ----------------------------- The Company has been active for the current year and ha no assets with which to conduct business. The Company is dependent upon its officers or shareholders for cash for any purpose. In April of 1996, the Company signed a letter of intent with a Delaware Corporation to acquire a license from the Delaware Corporation, which would enable the Company to operate a "vertical casino" on the Internet. In contemplation of the acquisition the Company received an open account approximately $460,000 for purposed business activities. In subsequent periods the Company spent this money on legal fees, consulting fees and other business expenses. In 1997, the Delaware Corporation withdrew from the letter of intent and the Company owes the Delaware Corporation $425,000. Results Of Operations - ---------------------- The Company had no operations other than management attempts to make an acquisition. If there were any cost associated with such attempts they were minimal and no expenses were incurred by the Company. The Company has accrued $5,000 per month since January 1, 1995, payable to its Secretary for services in its acquisitions attempts. 6 </Page> PART II - OTHER INFORMATION ---------------------------- Item 1 Legal Proceedings . . . . . . . . . . . . . . . . . . . . None Item 2 Changes in the Rights of the Company's Security Holders. . . . . . . . . . . . . . . . None Item 3 Defaults by the Company on its Senior Securities. . . . . .None Item 4 Results of Votes of Security Holders. . . . . . . . . . . .None Item 5 Other Information . . . . . . . . . . . . . . . . . . . . .None Item 6 Exhibits and Reports on Form 8-K. . . . . . . . . . . . . .None 7 </Page> SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. ASDAR INC. Date: April 24, 2000 By:/S/ Nicholas F. Coscia - -------------------- -------------------------- Nicholas F. Coscia Secretary & Chief Accounting Officer 8 </Page>