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
September 30, 2002 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
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
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(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
September 30, 2002 was 3,743,900. The aggregate common stock held by
non-affiliates on September 30, 2002 was approximately 243,900 shares.
Documents incorporated by reference: NONE
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FINANCIAL EXPRESS CORPORATION
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INDEX
Page No.
--------
Part I. Financial Information
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Item 1. Financial Statements (Unaudited)
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Balance Sheets - at September 30, 2002 and
December 31, 2001 F-1
Statements of Operations - for the
quarters ended September 30, 2002
and September 30, 20001 F-2
Statement of Cash Flows - for the
quarters ended September 30, 2002
and September 30, 2001 F-3
Notes to Financial Statements F-4
Item 2. Management's Discussion and
------ Analysis of Financial Cond-
ition and Results of Operations 3
Item 3. Quantitative and Qualitative
------ Disclosures About Market Risk 3
Part II. Other Information
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Item 4. Submission of Matters to a
------ Vote of Security Holders 4
Item 5. Other Information 4
------
Item 6. Exhibits and Reports on Form 8-K 4
------
2
FINANCIAL EXPRESS CORPORATION
(a development stage enterprise)
Balance Sheets
September 30, 2002 and December 31, 2001
Assets
Sept. 30 December 31
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Total assets $ -- $ --
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accrued professional fees $ 20,003 $ 20,003
Due to officer 2,150 2,150
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Total current liabilities 22,153 22,153
Stockholders' equity:
Common stock $.001 par value;
25,000,000 shares
authorized; 3,743,900
issued and outstanding 3,744 3,744
Additional paid in-capital 408,992 408,992
Losses accumulated during the
development stage (434,889) (434,889)
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Total stockholders' equity (22,153) (22,153)
--------- ---------
Total liabilities
and stockholders' equity $ -- $ --
========= =========
See accompanying notes
F-1
FINANCIAL EXPRESS CORPORATION
(a development stage enterprise)
STATEMENTS OF OPERATIONS
For the quarters ended September 30, 2002 and 2001
2002 2001
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Income $ -- $ --
Operating expenses:
Amortization -- --
Total operating expenses -- --
--------- ---------
Net loss $ -- $ --
========= =========
Loss per share $ -- $ --
========= =========
Weighted average
shares outstanding -- --
========= =========
See accompanying notes
F-2
FINANCIAL EXPRESS CORPORATION
(a development stage enterprise)
STATEMENTS OF CASH FLOWS
For the quarters ended September 30, 2002 and 2001
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(Unaudited)
2002 2001
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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
F-3
FINANCIAL EXPRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS
September 30, 2002
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 2002 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.
F-4
FINANCIAL EXPRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS
September 30, 2002
1. Summary of significant accounting principles (continued)
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Intangible assets
-----------------
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: (pending board
approval the expiration date has been extended two years to June 1, 2004.)
Exercise
Warrants Total Price
Class Per Unit Warrants Expiration date Per Share
----- -------- -------- --------------- ---------
A 16 256,000 June 1, 2004 $5.50
B 16 256,000 June 1, 2004 $6.00
F-5
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
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, 2001.
3
PART II Other Information.
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Item 4. Submission of Matters to a Vote of Security Holders.
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None
Item 5. Other Information.
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Not applicable
Item 6. Exhibits and Reports on Form 8-K
- ------ --------------------------------
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: 10/21/02
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Frank Baldwin
Secretary and director
4
CERTIFICATIONS
I, Frank Baldwin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Financial
Express Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date 10/21/02 /s/ Frank Baldwin
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Frank Baldwin
Secretary-Treasurer
and Director