UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 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: 333-28249
PRIME AIR, INC.
(Exact name of Registrant as specified in charter)
NEVADA Applied For
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
Ste 601 - 938 Howe Street, Vancouver, British Columbia, CANADA V6Z 1N9
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (604) 684-5700
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such fling requirements for the past 90 days. (1) Yes
[X] No [ ] (2) Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At June 30, 2001, there were
21,022,666 shares of the Registrant's Common Stock outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
The financial statements attached hereto and included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles nave been condensed or
omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made. The
results for interim periods are not necessarily indicative of trends or of
results to be expected for the full year. These financial statements should
be read in conjunction with the financial statements and notes thereto
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 2000.
PRIME AIR INC.
(A Development Stage Company)
(A Nevada Corporation)
Consolidated Financial Statements
June 30, 2001 and 2000
(Unaudited - See Notice to Reader)
Notice to Reader
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Shareholders' Equity and Deficit
Consolidated Statements of Cash Flows
Consolidated Notes to Financial Statements
NOTICE TO READER
We have compiled the consolidated balance sheets of Prime Air Inc., a
Nevada company, as at June 30, 2001 and consolidated statements of
operations and cash flows for the three month period. We have not audited,
reviewed or otherwise attempted to verify the accuracy or completeness of such
information. Readers are cautioned these statements may not be appropriate
for their purposes.
"Prime Air, Inc."
August 11, 2001
Vancouver, B.C.
PRIME AIR, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(all figures in US dollars)
(UNAUDITED - SEE NOTICE TO READER)
June 30 June 30
2001 2000
(Unaudited) (Unaudited)
ASSETS
Current Assets
Cash and short-term deposits $ 310 $ 226
Prepaid expenses and deposit - 192
GST recoverable 1,534 4,846
1,844 5,264
------- -------
Capital Assets (Note 4) 532,648 554,952
$ 534,492 $ 560,216
LIABILITIES
Current Liabilities
Accounts payable and accruals $ 211,135 $ 244,905
Notes and advances payable (Note 5) 25,115 51,000
236,250 295,905
SHAREHOLDERS' EQUITY
Capital Stock (Note 6)
Authorized:
50,000,000 common shares with a
stated par value of $ .001/share
3,000,000 preferred cumulative
convertible shares with a stated
par value of $ .001/share
Issued:
21,022,666 common shares 21,023 19,648
(June 30, 2000 19,647,560)
Share subscription receivable - -
Capital in excess of par value 1,652,977 1,526,923
1,674,000 1,546,571
Accumulated Deficit During
Development Stage (1,375,758) (1,282,260)
298,242 264,311
$ 534,492 $ 560,216
Approved on Behalf of the Board:
"Blaine Haug" Director
See Accompanying Notes
PRIME AIR, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(all figures in US dollars)
(UNAUDITED - SEE NOTICE TO READER)
Six Months Six Months
Ended June 30 Ended June 30
2001 2000
Administrative and General
Audit and accounting $ - $ -
Amortization 9,784 10,072
Consulting fees - -
Insurance 1,437 1,227
Interest and service charges 97 140
Legal 6,411 404
Office and general 1,652 4,044
Rent - airport facility - 832
Repair and maintenance 68 311
Telephone and utilities 1,516 2,065
Transfer agent and filing fees 3,279 5,806
24,244 24,901
Other Income (Expense)
Gain (loss) on foreign exchange
conversion 2,129 (55)
Net Loss (22,115) (24,956)
Net Loss Per Common Share $ (0.0011) $ (0.0013)
Weighted Average Common Shares
Outstanding 21,022,666 19,396,106
(Giving effect to 2:1 share split)
See Accompanying Notes
PRIME AIR, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(all figures in US dollars)
(UNAUDITED - SEE NOTICE TO READER)
Six Months Six Months
Ended June 30 Ended June 30
2001 2000
(Unaudited) (Unaudited)
NET INFLOW (OUTFLOW) OF CASH
RELATED TO THE FOLLOWING ACTIVITIES:
OPERATING
Net loss $ (22,118) $ (24,956)
Non-cash charge - amortization 9,784 10,072
12,334 (14,884)
Change in non-cash working
capital balances relating to
operations 108 (2,799)
(12,226) (12,085)
FINANCING
Notes and advances payable 9,931 11,839
NET CASH INFLOW (OUTFLOW) (2,295) (245)
CASH, BEGINNING OF PERIOD 2,605 472
CASH, END OF PERIOD $ 310 $ 226
See Accompanying Notes
PRIME AIR, INC.
(A Development Stage Company)
Consolidated Statements of Shareholders' Equity and Deficit
(all figures in US dollars)
Capital in Accumulated
Excess of Share Deficit During
Common Shares (Less than) Subscriptions Development
Shares Amount Par Value Receivable Stage
Balance at Inception on
March 10, 1989 - $ - $ - $ - $ -
Issue of common shares for cash
at $ .001/share 630,237 630 - - -
Net loss for the year ended
March 31, 1990 - - - - (17,956)
Balance, March 31, 1990 630,237 630 - - (17,956)
Issue of common shares for cash
at $ .001/share 157,559 158 - - -
Net loss for the year ended
March 31, 1991 - - - - (49,419)
Balance, March 31, 1991 787,796 788 - - (67,375)
Net loss for the year ended
March 31, 1992 - - - - (10,990)
Balance, March 31, 1992 787,796 788 - - (78,365)
Issue of common shares for cash
at $ .277/share 132,088 132 36,499 - -
at $ .214/share 17,069 17 3,628 - -
Net loss for the year ended
March 31, 1993 - - - - (38,426)
Balance, March 31, 1993 936,953 937 40,127 - (116,791)
Issue of common shares for
services at nominal value 92,173 92 (92) - -
Issue of common shares for cash
at $ .001/share 300,000 300 - - -
at $ .109/share 3,340 3 361 - -
at $ .154/share 23,634 24 3,619 - -
at $ .280/share 19,401 19 5,400 - -
at $ .330/share 23,161 23 7,624 - -
at $ .463/share 87,445 88 40,330 - -
at $ .694/share 15,756 16 10,907 - -
at $ .925/share 7,878 8 7,274 - -
Net loss for the year ended
March 31, 1994 - - - - (36,272)
Balance, March 31, 1994 1,509,741 $ 1,510 $ 115,550 $ - $ (153,063)
See Accompanying Notes To Financial Statements
PRIME AIR, INC.
(A Development Stage Company)
Consolidated Statements of Shareholders' Equity and Deficit
(all figures in US dollars)
Capital in Accumulated
Excess of Share Deficit During
Common Shares (Less than) Subscriptions Development
Shares Amount Par Value Receivable Stage
Balance Forward 1,509,741 $ 1,510 $ 115,550 $ - $ (153,063)
Issue of common shares for
services at nominal value 937,478 937 (937) - -
Issue of common shares for cash
at $ .374/share 248,692 249 92,697 - -
at $ .463/share 304,089 304 140,286 - -
Net loss for the period ended
June 28, 1994 - - - - (40,947)
Balance, June 28, 1994 3,000,000 3,000 347,596 - (194,010)
Share subscription at $ .367/share - - (7,313) (20) -
Net loss for the period ended
December 31, 1994 - - - - (135,530)
Balance, December 31, 1994 3,000,000 3,000 340,283 (20) (329,540)
Issue of common shares for cash
and/or services at an average
of $ .234/share 562,550 563 131,192 - -
Net loss for the year ended
December 31, 1995 - - - - (71,266)
Balance, December 31, 1995 3,562,550 3,563 471,475 (20) (400,806)
Issue of common shares for cash
at $ .500/share 1,510,558 1,511 753,769 - -
Issue of common shares for
services at nominal value 1,483,673 1,483 - - -
Net loss for the year ended
December 31, 1996 - - - - (238,416)
Balance, December 31, 1996 6,556,781 $ 6,557 $ 1,225,244 $ (20) $ (639,222)
See Accompanying Notes To Financial Statements
PRIME AIR, INC.
(A Development Stage Company)
Consolidated Statements of Shareholders' Equity and Deficit
(all figures in US dollars)
Capital in Accumulated
Excess of Share Deficit During
Common Shares (Less than) Subscriptions Development
Shares Amount Par Value Receivable Stage
Balance Forward 6,556,781 $ 6,557 $ 1,225,244 $ (20) $ (639,222)
Issue of common shares for
services at nominal value 328,000 328 - - -
Issue of common shares for
debt settlements:
at $ .500/share 124,252 124 62,001 - -
at $ .504/share 36,380 36 18,303 - -
at $ .530/share 94,800 95 50,192 - -
Net loss for the year ended
December 31, 1997 - - - - (189,697)
Balance, December 31, 1997 7,140,213 7,140 1,355,740 (20) (828,919)
Issue of common shares for
debt settlements:
at $ .3935/share 10,000 10 3,863 - -
at $ .4006/share 18,215 18 7,279 - -
Issue of common shares for
services at nominal value 1,663,727 1,664 - - -
8,832,155 8,832 1,366,882 (20) (828,919)
Two for one stock split,
May 18, 1998 8,832,155 8,832 (8,832) - -
17,664,310 17,664 1,358,050 (20) (828,919)
Issue of common shares for
debt settlements:
at $ .25/share 64,800 65 16,135 - -
Issue of common shares for
services at nominal value 290,000 290 - - -
Transfer Agent adjustment (6,000) (6) - - -
Write off of uncollectable share
subscription receivable - - 7,313 20 -
Net loss for the year ended
December 31, 1998 - - - - (151,268)
Balance, December 31, 1998 18,013,110 18,013 1,381,498 - (980,187)
See Accompanying Notes To Financial Statements
PRIME AIR, INC.
(A Development Stage Company)
Consolidated Statements of Shareholders' Equity and Deficit
(all figures in US dollars)
Capital in Accumulated
Excess of Share Deficit During
Common Shares (Less than) Subscriptions Development
Shares Amount Par Value Receivable Stage
Balance Forward 18,013,110 $ 18,013 $ 1,381,498 $ - $ (980,187)
Issue of common shares for
debt settlements:
at $ .20/share 201,250 202 40,048 - -
at $ .25/share 423,200 423 105,377 - -
Issue of common shares for
services at nominal value 1,010,000 1,010 - - -
Net loss for the year ended
December 31, 1999 - - - - (277,117)
Balance, December 31, 1999 19,647,560 19,648 1,526,923 - (1,257,304)
Issue of common shares for cash:
at $ .08/share 500,000 500 39,500 - -
Issue of common shares for
debt settlement:s:
at $ .08/share 4,100 4 324 - -
at $ .10/share 871,006 871 86,230 -
Net loss for the year ended
December 31, 2000 - - - - (96,336)
Balance, December 31, 2000 21,022,666 21,023 1,652,977 - (1,353,640)
Net loss for the two quarters
ended June 30, 2001 - - - - (24,956)
Balance, June 30, 2001 21,022,666 $ 21,023 $ 1,652,977 $ - $ (1,378,596)
PRIME AIR, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
1. Incorporation, Principles of Consolidation and Accounting Presentation
The Company was incorporated under the laws of the State of Nevada, USA on
November 10, 1996, the purpose of which was to change the domicile of the
Company from the State of Delaware to the State of Nevada. This change was
approved by the shareholders of both corporations on November 26, 1997 and
effected through a "plan and agreement of merger", with the surviving
corporation being Prime Air, Inc. (Nevada). The articles of merger were filed
with the appropriate State authorities on December 15, 1997, which became the
effective date of the merger.
The Delaware corporation was incorporated on April 4, 1996 and acquired all of
the assets, liabilities and shareholders of a previous Utah corporation of the
same name. The Utah corporation had been reincorporated on August 30, 1993 as
Astro Enterprises, Inc. and on June 28, 1994, pursuant to appropriate
shareholder agreements, acquired all outstanding shares of Prime Air Inc. (a
Canadian corporation) in exchange for shares of its capital stock on a .787796
to 1 basis, thereby providing the shareholders of Prime Air Inc. with 90% of
the outstanding capital stock of Astro Enterprises, Inc. Astro Enterprises,
Inc. then changed its name to Prime Air, Inc. Following incorporation of the
Delaware company, the Utah corporation was dissolved on May 15, 1996.
These consolidated financial statements include the accounts of the Company
and its wholly-owned operating subsidiary, Prime Air Inc. (the Canadian
corporation) and have been prepared in accordance with U.S. GAAP standards.
The results of operations and cash flows for the period from the date of
inception of this organization as a development stage company on March 10,
1989 to June 30, 2001 are presented herein for information purposes only.
These amounts are unaudited and accordingly no audit opinion has been
expressed thereon.
2. Nature of Operations / Going Concern Considerations
The Company is presently in its developmental stage and currently has minimal
sources of revenue to provide incoming cash flows to sustain future
operations. The Company's present activities relate to the construction and
ultimate exclusive operation of an international passenger and cargo air
terminal facility in the Village of Pemberton, British Columbia and the
operation of scheduled flight services between that facility and certain major
centers in Canada and the United States in conjunction with Voyageur Airways
Limited. Terminal building construction was substantially completed in May,
1996. The future successful operation of the Company is dependent upon its
ability to obtain the financing required to complete and operationalize the
terminal facility and to commence operation thereof on an economically viable
basis.
These consolidated financial statements have been prepared on a "going
concern" basis which assumes the Company will be able to realize its assets,
obtain financing as required and discharge its liabilities and commitments in
the normal course of business.
PRIME AIR, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
3. Significant Accounting Policies
Reporting Currency
All amounts in these consolidated financial statements are reported in U.S.
funds. Monetary assets and liabilities have been converted from Canadian
funds where applicable utilizing the quarter-end closing exchange rate of $
1.5294 CDN/$1.00 U.S. Transactions recorded throughout the year in the
accounts of the Canadian subsidiary have been converted to their U.S.
equivalent at actual amounts where available or by utilizing the average
annual rate as posted by the Internal Revenue Service of the United States as
follows: (2000) $1.4852 CDN/$1.00 U.S.(1999: $1.4858 CDN/ $1.00 U.S.).
Fair Value of Financial Instruments
In accordance with the requirements of Statement of Financial Accounting
Standards No. 107, "Disclosure About Fair Value Of Financial Instruments", the
carrying amounts reported on the balance sheets for cash and cash equivalents,
namely, "cash and short-term deposits", approximate their fair market value.
Receivables and Prepaid Expenses
All amounts reported as receivables or prepaid expenses have been recorded at
their original values. There have been no amounts written off as bad debts or
provided for as an allowance against the recovery of these assets.
Capital Assets
Air Terminal Construction Costs: Expenditures relating directly to the
construction of the air terminal facility and related engineering and design
have been recorded in the accounts of the Company at cost, net of amortization
which is provided on a straight-line basis over the 30-year term of the
property lease.
Furniture and Equipment: Furniture and equipment is stated at cost, net of
amortization which is provided for at the rate of 20% per annum on the
declining balance basis.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
In these financial statements, assets, liabilities and results of operations
involve significant reliance on management estimates. Actual results could
differ from the use of those estimates.
PRIME AIR, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
3. Significant Accounting Policies (continued)
Income Taxes
The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting For Income Taxes", during the fiscal year ended December 31, 1998
and applied the provisions of that statement on a retroactive basis to the
previous fiscal years, which resulted in no significant adjustments.
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes", requires an asset and liability approach for financial accounting and
reporting for income tax purposes. This statement recognizes (a) the amount
of taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the recognition of
accounting transactions for income tax and financial reporting purposes.
There were no temporary differences at June 30, 2001 and earlier years and
accordingly, no deferred tax liabilities have been recognized for all years.
The operating subsidiary Company has cumulative net operating loss
carryforwards of approximately $ 793,000 at December 31, 2000 and $774,000 at
December 31, 1999. No effect has been shown in the financial statements for
these carryforwards as the likelihood of future tax benefit from such is not
presently determinable. The potential income tax benefits of these net
operating loss carryforwards of approximately $ 145,000 at December 31, 2000
and $ 153,000 at December 31, 1999 (based upon current income tax rates) have
been offset by valuation reserves of the same amount. Net operating losses
expire after seven (7) years. Operating losses of the US parent corporation
have not been determined.
4. Capital Assets
Capital assets consist of the following at June 30, 2001 and June 30, 2000:
June 30, 2001
Accumulated Net Book
Cost Amortization Value
Air terminal construction costs $ 641,972 $ 111,218 $ 530,754
Furniture and equipment 5,154 3,260 1,894
$ 647,126 114,478 $ 532,648
June 30, 2000
Accumulated Net Book
Cost Amortization Value
Air terminal construction costs $ 644,511 $ 91,662 $ 552,849
Furniture and equipment 5,154 3,050 2,103
$ 649,665 94,712 $ 554,952
During the year ended December 31, 2000, a recovery of terminal facility
construction costs in the amount of $2,539 was realized.
PRIME AIR, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
5. Notes and Advances Payable
The notes and advances payable are unsecured, non-interest bearing and are
without specific terms of repayment.
6. Capital Stock
Authorized:
50,000,000 common shares with a stated par value of $ .001/share
3,000,000 preferred cumulative convertible shares with a stated
par value of $.001/share
Common Shares Issued: Number of Shares Consideration
To August 31, 1993- for cash 300,000 $ 300
Prime Air Inc. share exchange
- June 28, 1994 2,700,000 350,296
During year ended December 31, 1995
- for cash 562,550 131,756
Balance at December 31, 1995 3,562,550 482,352
During year ended December 31, 1996
- for cash 1,510,558 755,279
- consulting and related services 1,483,673 1,483
2,994,231 756,762
Balance, December 31, 1996 6,556,781 1,239,114
During the year ended December 31, 1997
- shares-for-debt settlements 255,432 130,751
- consulting and related services 328,000 328
583,432 131,079
Balance, December 31, 1997 7,140,213 1,370,193
During the year ended December 31, 1998
- shares-for-debt settlements 93,015 27,370
- consulting and related services 1,953,727 1,954
- Transfer Agent correction (6,000) ( 6)
2,040,742 29,318
9,180,955 1,399,511
- "Two for One" share split 8,832,155 ______-___
Balance, December 31, 1998 18,013,110 1,399,511
During the year ended December 31, 1999
- - shares-for-debt settlements 624,450 146,050
- - consulting and related services 1,010,000 1,010
1,634,450 147,060
Balance, December 31, 1999 19,647,560 1,546,571
During the year ended December 31, 2000
- - for-cash 500,000 40,000
- - shares-for-debt settlements 875,106 87,429
1,375,106 127,429
Balance, June 30, 2001 21,022,666 $ 1,674,000
In July, 1996, management of the Company voluntarily halted trading of its
common shares based upon the conclusion that information concerning the
history of the Company provided by former management may not have been
complete. Adequate information was subsequently provided to the public by
management and trading was recommenced on March 27, 1997. The Company
prepared and filed a registration statement in connection with the change of
domicile (referred to in Note 1) to register all of the outstanding common
shares of capital stock in the Company. This registration has been approved
by the Securities and Exchange Commission and the change of domicile became
effective on December 15, 1997.
PRIME AIR, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
7. Related Party Transactions
During the years ended December 31, 2000 and 1999, no cash remuneration was
paid to any director or officer of the Company. In past years the Company has
adopted a policy of issuing "restricted" common shares to certain directors
and officers for services rendered, such shares being attributed a nominal
value of $ 0.001 per share. During the year ended December 31, 2000, 400,000
shares were issued (1999: 800,000 shares; 1998: 2,000,000 shares).
8. Rent, Property Taxes and Lease Commitment
The Canadian subsidiary corporation has entered into an Airport Lease and
Operating Agreement with The Corporation of The Village of Pemberton in
British Columbia whereby it has been granted an exclusive and irrevocable
lease over the lands and airport facilities associated with the Pemberton
Airport. The term of the Lease and Operating Agreement, including extension
options relating thereto, is for a total of 30 years with terminal rent
payable as follows:
- - $ 67 US ($100 CDN) per annum for the initial six (6) years (1993 through
1999);
and thereafter
- - 5% of gross receipts per annum derived from the operation of the
terminal facilities, excluding amounts received in connection with the sale of
airline tickets and other forms of transportation. The lease commitment
amounts for 2001 through 2005 cannot be quantified as the amount of gross
receipts for those years cannot be determined and active operation of the
terminal facilities has not yet commenced.
No lease payments were made during the year ended December 31, 2000 as there
were no gross receipts derived from operations. The Company, however, was
obligated to pay property taxes imposed by municipal authorities, such levies
amounting to $9,294. for the year ended December 31, 2000 (1999: $7,356). A
subsequent period amount of $8,530 became due July 3, 2001.
