SECURITIES AND 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 number
March 31, 2001 33-27042-NY
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FINANCIAL EXPRESS CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 93-0996537
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(State of other jurisdiction (IRS Employer
of incorporation) Identification Number)
P. O. Box 974, Rancho Santa Fe, California 92067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (760) 632-0312
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Securities registered pursuant to Section 12(b) of the Act:
NONE NONE
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(Title of Each Class) (Name of Each Exchange
on which Registered)
Securities registered pursuant to Section 12 (g) of the Act:
Common
(Title of Class)
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 reports) and (2) has been subject to such filing
requirements for the past 90 days.
(1) Yes No X ** (2) Yes X No
----- ----- ----- -----
The number of shares of the Common Stock of the registrant outstanding as of
March 31, 2001 was 3,704,900. The aggregate common stock held by non-affiliates
on March 31, 2001 was approximately 204,900 shares.
Documents incorporated by reference: NONE
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FINANCIAL EXPRESS CORPORATION
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INDEX
Page No.
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Part I. Financial Information
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Item 1. Financial Statements (Unaudited)
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Balance Sheets - at March 31, 2001 and
December 31, 2000 3
Statements of Operations - for the
quarters ended March 31, 2001
and March 31, 2000 4
Statement of Cash Flows - for the
quarters ended March 31, 2001
and March 31, 2000 5
Notes to Financial Statements 6
Item 2. Management's Discussion and
------
Analysis of Financial Cond-
ition and Results of Operations 8
Item 3. Quantitative and Qualitative
------ Disclosures About Market Risk 8
Part II. Other Information
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Item 4. Submission of Matters to a
------ Vote of Security Holders 9
Item 5. Other Information 9
------
Item 6. Exhibits and Reports on Form 8-K 9
------
2
FINANCIAL EXPRESS CORPORATION
(a development stage enterprise)
Balance Sheets
March 31, 2001 and December 31, 2000
Assets
March 31 December 31
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Total assets $ -- $ --
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accrued professional fees $ 17,650 $ 17,650
Due to officer 2,150 2,150
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Total current liabilities 19,800 19,800
Stockholders' equity:
Common stock $.001 par value;
25,000,000 shares
authorized; 3,704,900
issued and outstanding 3,705 3,705
Additional paid in-capital 408,641 408,641
Losses accumulated during the
development stage (432,146) (432,146)
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Total stockholders' equity (19,800) (19,800)
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Total liabilities
and stockholders' equity $ -- $ --
========= =========
See accompanying notes
3
FINANCIAL EXPRESS CORPORATION
(a development stage enterprise)
STATEMENTS OF OPERATIONS
For the quarters ended March 31, 2001 and 2000
2001 2000
---- ----
Income $ -- $ --
Operating expenses:
Amortization -- --
Total operating expenses -- --
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Net loss $ -- $ --
=========== ==========
Loss per share $ -- $ --
=========== ==========
Weighted average
shares outstanding -- --
=========== ==========
See accompanying notes
4
FINANCIAL EXPRESS CORPORATION
(a development stage enterprise)
STATEMENTS OF CASH FLOWS
For the quarters ended March, 2001 and 2000
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(Unaudited)
2001 2000
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Net income (loss) $ -- $ --
Add items to reconcile net
loss to working capital
used by operations:
Amortization -- --
------------ -----------
Working capital provided by operations -- --
------------ -----------
Net cash flows $ -- $ --
============ ===========
See accompanying notes
5
FINANCIAL EXPRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS
March 31, 2001
1. Summary of significant accounting principles
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General
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Financial Express Corporation (the "Company") was originally incorporated
in the State of Nevada on January 5, 1989, as Harley Equities, Inc.
("Harley"), and was formed to purchase, merge with or acquire any business
or assets which management believed had the potential for being profitable.
Through a series or transactions, Harley acquired all of the stock of
Financial Express Corporation, a Delaware corporation and development stage
enterprise organized to develop and commercialize a distinctive nationwide
service for processing and clearing checks and other bank transactions. The
only assets of the acquired Company consisted of intangible assets
comprised of intellectual properties, vendor relationships and customer
relationships established during the development of the service. In
connection with the transaction, the Company changed its name to Financial
Express Corporation.
Presentation
------------
The Company's 2001 financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. As
shown in the financial statements, the Company has a working capital
deficit, and currently has not been able to bring its product to the
marketplace. While the Company expects profits over the long term, the
Company is currently seeking additional working capital and equity capital
to fund the marketing and further development of the Company's product. The
Company is continuing to pursue various investment and merger opportunities
in its efforts to reach its investment and business objectives.
The Company's continued existence is dependent upon its ability to finance
continued product development and marketing programs by the acquisition of
additional equity or debt financing, or in the procurement of a suitable
merger candidate. While pursuing such opportunities, the Company must
continue to operate on the limited resources by the Company's officers.
6
FINANCIAL EXPRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS
March 31, 2001
1. Summary of significant accounting principles (continued)
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Intangible assets
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Intangible assets are carried at cost, and are comprised of intellectual
properties and vendor and potential customer relationships. Amortization is
provided using the straight-line method over five years.
2. Capitalization
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In June 1990 the Company sold on a firm commitment basis 16,000 units at
$6.00 per unit. Each unit consisted of one share of common stock par value
of $.001 and sixteen Redeemable Stock Purchase Warrants each warrant
capable of purchasing one share of common stock as follows:
Exercise
Warrants Total Price
Class Per Unit Warrants Expiration date Per Share
----- -------- -------- --------------- ---------
A 16 256,000 June 1, 2002 $5.50
B 16 256,000 June 1, 2002 $6.00
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations
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The Company's had no transactions during the current quarter and year to
date for this year or the prior year as the company had no operating activities.
Therefore there is no change between this year and last year.
Management is pursuing various alternatives in an attempt to solve its
liquidity problems, such as the sale of assets and the possible acquisition of
additional equity financing.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
- ------ -----------------------------------------------------------
We have no material changes to the disclosure on this matter made in our
report on form 10-K for the year ended December 31, 2000.
8
PART II Other Information.
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Item 4. Submission of Matters to a Vote of Security Holders.
- ------ ---------------------------------------------------
None
Item 5. Other Information.
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Not applicable
Item 6. Exhibits and Reports on Form 8-K
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None
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, hereunto duly authorized
FINANCIAL EXPRESS CORPORATION
By: /s/ Frank Baldwin Date:
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Frank Baldwin
President and director
9