TYPE: 10QSB SEQUENCE: 1 DESCRIPTION: SEPTEMBER 1999 - 10QSB 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 September 30, 1999 [ ] 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 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 outstanding at September 30, 1999 No exhibits included. PART I 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 "Silver Bow Antique Aviation". The Company was incorporated primarily to engage in the restoration and maintenance of antique aircraft. Part III, Item 1. The company owns two aircraft which will eventually be sold. Other than seeking and investigating potential assets, property or business to acquire, the Company has had no business operations for the past four fiscal years. The Company intends to continue to seek the acquisition of assets, property or business that may benefit the Company and its stockholders. Because the Company has limited assets and conducts no material business, management anticipates that any such acquisition would require it to issue shares of its common stock as the sole consideration for the acquisition. This may result in substantial dilution of the shares of current stockholders. The Company's Board of Directors shall make the final determination whether to complete any such acquisition; the approval of stockholders will not be sought unless required by applicable laws, rules and regulations, its Articles of Incorporation or Bylaws, or contract nor does the Company intend to provide any disclosure documentation to stockholders unless similarly required. The Company makes no assurance that any future enterprise will be profitable or successful. The Company is not currently engaging in any substantive business activity and has no plans to engage in any such activity in the foreseeable future. In its present form, the Company may be deemed to be a vehicle to acquire or merge with a business or company. The Company does not intend to restrict its search to any particular business or industry, and the areas in which it will seek out acquisitions, reorganizations or mergers will also be restriction free. The Company recognizes that the number of suitable potential business ventures that may be available to it may be extremely limited, and may be restricted to entities who desire to avoid what may be deemed to be the adverse factors related to an initial public offering ("IPO"). The most prevalent of these factors include substantial time requirements, legal and accounting costs, the inability to obtain an underwriter who is willing to publicly offer and sell shares, the lack of or the inability to obtain the required financial statements for such an undertaking, limitations on the amount of dilution to public investors in comparison to the stockholders of any such entities, along with other conditions or requirements imposed by various federal and state securities laws, rules and regulations. Any of these types of entities, regardless of their prospects, would require the Company to issue a substantial number of shares of its common stock to complete any such acquisition, reorganization or merger, usually amounting to between 80 and 95 percent of the outstanding shares of the Company following the completion of any such transaction; accordingly, investments in any such private entity, if available, would be much more favorable than any investment in the Company. SIGNATURES Pursuant to the requirements 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. Date: Novemer 8, 1999 By: /s/ Dempsey K. Mork (President and Director) (Unaudited) SILVER BOW ANTIQUE AVIATION (a Development Stage Company) BALANCE SHEET Sep. 30 Dec. 31 ASSETS 1999 1998 Current Assets Cash $ 2,004 2,054 Other Current Assets ___________________________ Total Current Assets $ 2,004 2,054 Fixed Assets Costs/2 Aircraft (Note 2) $ 178,000 178,000 Less Accumulated Depreciation - 3,900 -0- Net Fixed Assets $ 174,100 178,000 Other Assets $ -0- -0- TOTAL ASSETS $ 176,104 180,054 ============================= LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities Trade Payables $ -0- -0- Interest 10yr Note$178,000(Note2) 8,010 -0- CurYrPortion NotePayable (Note 2) 17,800 17,800 Total Current Liabilities $ 25,810 17,800 Long Term Liabilities Note Payable (Note 2) $ 160,200 160,200 TOTAL LIABILITIES $ 186,010 178,000 STOCKHOLDERS' EQUITY Preferred Stock - Par value $.001; Authorized; 1,000,000 shares; Issued & Outstanding; -0- shares $ -0- -0- Common Stock - Par value $.001; Authorized; 99,000,000 shares; Issued & Outstanding; 2,990,400 shares (both periods) 2,990 2,990 Paid in capital -0- -0- Equity; Accum. Earnings/<Deficit> < 12,896> < 936> TOTAL STOCKHOLDERS' NET EQUITY < 9,906> 2,054 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $176,104 180,054 =========================== The accompanying notes are an integral part of these financial statements -2- (Unaudited) SILVER BOW ANTIQUE AVIATION (a Development Stage Company) STATEMENT OF OPERATIONS 3nd Qtr (3) Mon end Ytd (9) Mo End September 30, September 30, 1999 1998 1999 1998 REVENUES Income $ -0- -0- -0- -0- Total Revenues $ -0- -0- -0- -0- OPERATING EXPENSES G & A Expenses- Transfer Agent Fees/Registration Depreciation 1,300 -0- 3,900 -0- Accounting Fees Legal Fees Interest Expense 2,670 -0- 8,010 -0- Other Expenses 20 -0- 50 -0- Total Expenses 3,990 -0- 11,960 -0- Operating Income <Loss> <3,990> -0- <11,960> -0- OTHER INCOME <EXPENSES> -0- -0- -0- -0- Pretax Income <Loss> $<3,990> -0- <11,960> -0- ================================================= Average No. of Common Shares Outstanding 2,990,040 2,990,040 2,990,040 2,990,040 Income <Loss> Per Share <$0.001> $ -0- $ <$0.004> -0- Diluted Average No. of Common Shares Outstanding 2,990,040 2,990,040 2,990,000 2,990,000 Income <Loss> Per Share <$0.001> $ -0- <$0.004 -0- 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 3rd Qtr 3 Mon End Ytd (9) Mon End September 30 September 30 1999 1998 1999 1998 Cash Flows From Operating Activities Net Profit <Loss> $<3,990> -0- $<11,960> -0- Non cash items; Depreciation 1,300 -0- 3,900 -0- <Increase>/decrease in Current Assets -0- -0- -0- -0- <Decrease>/increase in Current Liabilities (Note 2) 2,670 -0- 8,010 -0- Increase/<decrease> Long Term Liability -0- -0- -0- -0- Cash <Used> by Operating Activities $ <20> -0- $ <50> -0- Cash flows <used> from Investing Activities $ -0- -0- -0- -0- Cash flows <used> from Financing Activities $ -0- -0- -0- -0- Increase <decrease> in Cash $ <20> -0- <50> -0- Cash and Cash Equivalents Beginning Period $ 2,024 -0- $ 2,054 -0- Cash and Cash Equivalents End of Period $ 2,004 -0- $ 2,004 -0- ================================================== The accompanying notes are an integral part of these financial statements -4- (Unaudited) SILVER BOW ANTIQUE AVIATION (a Development Stage Company) CONSOLIDATED FINANCIAL NOTES For the Nine Months Ending September 30, 1999 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 nine months ended September 30, 1999 should be read in conjunction with the financial statements and notes thereto included in this report and the Company's report on Form 10SB12G filed with the Security and Exchange Commission on May 7, 1999, along with the Independent Auditors' Financial Report covering the years 1994 through and including the year ending December 31, 1998, and the 10-QSB's for the first and second quarter of 1999. 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 is "a Development Stage Company" and has had no significant business activity. Incidental costs to maintain the legal registration of the Company in the State of Nevada and with any other agency, have been paid or assumed by the current officers and directors and a related party Corporation. Certain other costs with respect to maintaining the (2) Company-owned aircraft have similarily been absorbed. Note 2 Notes payable to the majority stockholder for the acquisition of aircraft - The Current Liability Accounts reflect the accrual of the annual 6% Interest Expense. The accompanying notes are an integral part of these financial statements -5-