SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________ TO ____________________. COMMISSION FILE NUMBER 000-25997 SILVER BOW ANTIQUE AVIATION (Exact name of small business issuer as specified in its charter) NEVADA 91-1939533 (State or other Jurisdiction of I.R.S. Employer Incorporation or Organization) Identification Number) 83-888 Ave. 51 Coachella, CA 92236 (Address of principal executive offices) (Zip Code) 760-398-9700 (Issuer's telephone number) Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Securities and Exchange Act of 1934 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 X No Indicate the number of shares outstanding of each of the issuer's classes of Common Equity, as of the latest practicable date. Common Stock, $0.001 par value 2,990,400 (Title of Class) (Number of shares out- standing at March 31, 2001) No exhibits included Part 1 Item 1 Description of Business - ------------------------------ Business Development ____________________ Silver Bow Antique Aviation (the" Company") was organized under the laws of the State of Nevada on April 28, 1994, under the name of "Silver Bow Antique Aviation". The company was incorporated primarily to engage in the restoration and maintenance of antique aircraft. The Company was initially authorized in its articles, to issue a total of 11,000 shares of stock, consisting of 10,000 common stock and 1,000 shares of preferred stock both with a par value of $0.001. An amendment to the Articles of Incorporation of the Company on October 7, 1998, increased tits authorized shares to 100,000,000 consisting of 99,999,000 common stock and 1,000 preferred shares all with par value of $0.001. Part III, Item 1 The Company is actively pursuing the sale of its aircraft. A listing has been given to Mike Smith at Bermuda Dunes Airport In Bermuda Dunes, California. The aircraft have recently been Detailed. During the next 12 months, the Company's only foreseeable cash requirements will relate to maintaining the company in good standing; payment on its notes, which may be advanced by management or principal shareholders as loans to the company, or shares of the company issued in lieu of a loan. 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. Date: May 15, 2001 By: /s/ Dempsey K. Mork President and Director (Unaudited) SILVER BOW ANTIQUE AVIATION (a Development Stage Company) CONSOLIDATED FINANCIAL STATEMENTS FIRST QUARTER 2001 Covering the Three Month Periods Ended March 31, 2001 and 2000 The accompanying notes are an integral part of the financial statements (Unaudited) SILVER BOW ANTIQUE AVIATION (a Development Stage Company) BALANCE SHEET Mar. 31 Dec. 31 ASSETS 2001 2000 Cash $ 1,924 1,924 Antique Aircraft Net of Depreciation (Note 2) 120,769 127,128 --------- ------- TOTAL ASSETS 122,693 129,052 ======== ======= LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities Note Payable Aircraft Expense 53,139 53,139 Current Portions of Note Payable 35,600 35,600 LTD Aircraft Loan (2 yrs) Note Payable - Interest Exp 13,350 10,680 Convertible Promissory Note Administrative Support 22,500 20,000 ------- ------- TOTAL CURRENT LIABILITY 124,589 119,419 Note Payable (Aircraft) 142,400 142,400 -------- ------- TOTAL LIABILITIES 266,989 261,819 STOCKHOLDERS' EQUITY (Note 1) Preferred Stock - Par value $.001; Authorized; 1,000 shares; Issued & Outstanding; -0- shares $ -0- -0- Common Stock - Par value $.001; Authorized; 99,990,000 shares; Issued & Outstanding; 2,990,400 shares (both periods) 2,990 2,990 Paid in capital -0- -0- Accumulated (Deficit) (147,286) (135,757) --------- -------- TOTAL STOCKHOLDERS' EQUITY (144,296) (132,767) TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 122,693 129,052 =========================== The accompanying notes are an integral part of these financial statements -2- (Unaudited) SILVER BOW ANTIQUE AVIATION (a Development Stage Company) STATEMENT OF OPERATIONS 3 Months Ended March 31, 2001 2000 REVENUES Income $ -0- 720 ---- ---- Total Revenues $ -0- 720 ---- ---- OPERATING EXPENSES Interest Expenses 2,670 2,670 Admin Support 2,500 2,500 Misc Operating Expense -0- 720 Depreciation Expense 6,359 6,359 ------ ----- Operating Income (Loss) 11,529 11,529 Other Income (Expenses) Previous Period Adj (Admin Support) -0- 10,000 Pretax Income (Loss) $(11,529) (21,529) ========= ========= Average No. of Common Shares Outstanding 2,990,400 2,990,400 Income (Loss) Per Share ($0.003) $ (0.007) Diluted Average No. of Common Shares Outstanding 2,990,400 2,990,400 Income (Loss) Per Share ($0.003) $ (0.007) The accompanying notes are an integral part of these financial statements -3- (Unaudited) Silverbow Antique Aviation (a Development Stage Company) STATEMENTS OF CASH FLOWS For The Periods Ended 3 Months Ended March 31 2001 2000 Cash Flows From Operating Activities Net Profit (Loss) $ (11,529) $(21,529) Non cash items; Depreciation 6,359 6,359 Increase/(decrease) in Current Assets -0- ( 5) Decrease/(increase) in Current Liabilities (Note 2) 5,170 15,170 Increase/(decrease) Long Term Liability -0- -0- Cash (Used) by Operating Activities $ -0- (5) Cash flows (used) from Investing Activities $ -0- -0- Net change (Decrease) Cash -0- ( 5) Cash Beginning period 1,924 2,054 Cash Ending of Period 1,924 2,049 ======================= The accompanying notes are an integral part of these financial statements -4- Silver Bow Antique Aviation (A Development State Company) Statement of Stockholders Equity For the Years Ended December 31, 1994 - 1999 and 1st Quarter 2000 Addnl Paid In Accum Shares Common Stock Capital (Deficit) Totals Bal at 12/31/1994 -0- $ -0- $ -0- $ -0- $ -0- Bal at 12/31/1995 -0- -0- -0- -0- -0- Shs iss at par conslt svcs 936,900 936 -0- (936) -0- Bal at 12/31/1996 936,900 936 -0- (936) -0- Bal at 12/31/1997 936,900 936 -0- (936) -0- Pur of Comm Stk for cash PV 2,053,500 2,054 -0- -0- 2,054 Bal at 12/31/1998 2,990,400 2,990 -0- (936) 2,054 Bal at 12/31/1999 2,990,400 2,990 -0- (26,372) (23,382) Bal at 12/31/2000 2,990,400 2,990 -0- (135,757) (132,767) Bal at 3/31/2001 2,990,400 2,990 -0- (147,286) (144,296) (Unaudited) SILVER BOW ANTIQUE AVIATION (a Development Stage Company) CONSOLIDATED FINANCIAL NOTES For the Three Months Ending March 31, 2001 General The condensed consolidated financial statements of Silver Bow Antique Aviation included herein, have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted, Silver Bow Antique Aviation believes that the disclosure are adequate to make the information presented not misleading. The condensed financial statements for the three months ended March 31, 2001 should be read in conjunction with the financial statements and notes thereto included in this report and the Company's report on Form 10-KSB 12/31/2000. The condensed consolidated financial statements included herein reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation. The results for the interim period are not necessarily indicative of trends or of results to be expected for a full year. Note 1 Organization and business purpose - The Company was incorporated in the State of Nevada on April 28, 1994. The original authorized preferred and common shares were 1,000 and 10,000 respectively. The company had no activity until 1996. During 1996 certain consulting services were rendered to the company and the majority stockholder (a Nevada Corporation doing business in California). The value of such services were at the par value of 1,041 shares issued on July 15, 1996 and have been stated on the attached balance sheet, statement of operations and cash flows at $936, which amount reflects the par value of the original issue stock on the date of the 900 for 1 stock split (October 15, 1998) There were no business activities during 1997 other than those incidental items discussed in Note 3. On December 30, 1998, 2,053,500 shares were purchased, for cash, at par value. In addition, the company acquired at fair market value two (2) antique aircraft by executing a note payable to the majority stockholder for $178,000. The aircraft were refurbished and certain mechanical and electronic equipment updated prior to their addition to Silver Bow's Asset base by the major stockholder. Both aircraft are now for sale. Note 2 Notes payable. During 1998 the company acquired two antique aircraft for purposes of sale. The aircraft were acquired by issuing, to the majority stockholder, notes payable in the total amount of $178,000. Annual principal payments of $17,800 are due each December 31, commencing December 31, 1999 until fully paid on December 31, 2009, interest is to be paid, commencing on January 1, 1999 on the aforementioned note, annually, at 6%. Depreciation for used aircraft is over a seven year life. The notes are collateralized by the aircraft and were recorded at Dempsey K. Mork's cost basis, (the majority stockholder). Note 3 - Going Concern and Incidental Costs Silver Bow Antique Aviation has assets including two aircraft. The company has an agreement with Dempsey K. Mork whereby he will provide incidental costs for operating expenses and to maintain the legal registration of the company in the state of Nevada and with any other agency. Note 4 - Consulting Services During December 1998 and to be effective beginning January 1, 1999 the company has executed a management services contract with the majority stockholder. Such contract requires the minimum payment of $10,000 per year for five (5) years commencing in 1999 for the following activities; Accounting; General Administrative; Tax Filing, Office Accommodations; and year end auditing for 10- KSB reporting; SEC compliance and quarterly 10 - QSB filings and other associated reports. The term of this agreement provide for the annual payment of $10,000 (USD), either in cash or an issuance of common stock of Silver Bow Antique Aviation to Magellan Capital Corporation. This agreement is for a five year period commencing with the first year January 1, 1999 and ending with the fifth year December 31, 2003. In the first quarter of 2000, the management Services Contract was canceled. These costs are now accounted for as incurred and credited to a Notes Payable-Related Party. * Note 5 - Impairment of Long Lived Assets FAS No 121 concerning the impairment of long lived assets, such as airplanes provides for assessment and measurement analysis. Whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, FAS 121 requires that the entity (Silver Bow Antique Aviation) estimate the future cash flows expected (un-discounted and without interest charges) is less than the carrying amount of the asset, an "Impairment Loss" is recognized. Measurement of an Impairment Loss for these assets (2 aircraft) should be based on the fair value of the asset. Plane Cost Basis Estimated Fair Value ** - -------------------------------------------------------------------- Stearman $80,000 $90,000 to $100,000 Piper 98,000 150,000 ** Based on Current Fair Market Values In view of the above, there is not "Impairment Loss" on either of these planes. The accompanying notes are an integral part of these financial statements -5-