SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September
30, 2003.
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period
from ----- to ------
Commission file number: 000-29325
ALEXANDRIA HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 87-0643633
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1403 East 900 South, Salt Lake City, Utah 84105
(Address of principal executive office) (Zip Code)
(801) 582-9609
(Issuer's telephone number)
Check whether the registrant: (1) 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 filing requirements for the past 90 days.
Yes X No
The number of outstanding shares of the registrant's common stock, $0.001
par value (the only class of voting stock), as of October 30, 2003 was 6,562,50
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS...................................................3
Unaudited Balance Sheet as of September 30, 2003................................4
Unaudited Statement of Operations for the three and nine months ended
September 30, 2003 and 2002 and the period since Date of Inception to
September 30, 2003
.................................................................................5
Unaudited Statement of Cash Flows for the nine months ended September 30, 2003
and 2002 and the period since Date of Inception to September 30, 2003...........6
Notes to Unaudited Financial Statements.........................................7
ITEM 2. MANAGEMENT'S PLAN OF OPERATION.........................................8
ITEM 3. CONTROLS AND PROCEDURES................................................8
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.......................................8
SIGNATURES......................................................................9
INDEX TO EXHIBITS...............................................................10
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PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term “Company” refers to Alexandria Holdings, Inc., a Nevada corporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited financial statements included in this Form 10-QSB reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
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ALEXANDRIA HOLDINGS, INC. (A Development Stage Company)UNAUDITED BALANCE SHEET
September 30, 2003
ASSETS
Current assets - cash $ 42
--------------------
Total current assets $ 42
====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,303
Related party payable 4,600
--------------------
Total current liabilities 12,903
--------------------
Commitments -
Stockholders' deficit:
Preferred stock, $.001 par value, 5,000,000 shares
authorized, no shares issued and outstanding -
Common stock, $.001 par value, 45,000,000 shares
authorized, 6,562,500 shares issued and
outstanding 6,563
Additional paid-in capital 2,799
Accumulated deficit (22,223)
--------------------
Total stockholders' deficit (12,861)
--------------------
Total liabilities and stockholders' deficit $ 42
====================
The accompanying notes are an integral part of these financial statements
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ALEXANDRIA HOLDINGS, INC. (A Development Stage Company)UNAUDITED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
September 30, September 30, Cumulative
---------------------------------- ----------------------------------
2003 2002 2003 2002 Amounts
--------------- --------------- --------------- --------------- ----------------
Revenue $ - - - - -
General and administrative costs 525 407 3,461 3,469 22,223
--------------- --------------- --------------- --------------- ----------------
Loss before income taxes (525) (407) (3,461) (3,469) (22,223)
Provision for income taxes - - - - -
--------------- --------------- --------------- --------------- ----------------
Net Loss $ (525) (407) (3,461) (3,469) (22,223)
=============== =============== =============== =============== ================
Loss per common share - basic and diluted $ - - - -
=============== =============== =============== ===============
Weighted average common shares -
basic and diluted 6,563,000 6,563,000 6,563,000 6,563,000
=============== =============== =============== ===============
The accompanying notes are an integral part of these financial statements
5
ALEXANDRIA HOLDINGS, INC.(A Development Stage Company)UNAUDITED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30, Cumulative
---------------------------------
2003 2002 Amounts
--------------- -------------- ----------------
Cash flows from operating activities:
Net loss $ (3,461) (3,469) (22,223)
Adjustments to reconcile net loss to net cash
used in operating activities:
Stock compensation expense - - 5,007
Increase (decrease) in accounts payable 1,367 3,424 8,303
--------------- -------------- ----------------
Net cash used in operating activities (2,094) (45) (8,913)
--------------- -------------- ----------------
Cash flows from investing activities: - - -
--------------- -------------- ----------------
Cash flows from financing activities:
Increase in related party payable 2,100 - 4,600
Decrease in stock subscription receivable - - 445
Issuance of common stock - - 3,910
--------------- -------------- ----------------
Net cash provided by financing activities 2,100 - 8,955
--------------- -------------- ----------------
Net increase (decrease) in cash 6 (45) 42
Cash, beginning of period 36 96 -
--------------- -------------- ----------------
Cash, end of period $ 42 51 42
=============== ============== ================
The accompanying notes are an integral part of these financial statements
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ALEXANDRIA HOLDINGS, INC.(A Development Stage Company)NOTES TO UNAUDITED FINANCIAL STATEMENTSSeptember 30, 2003Note 1 - Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared by management in accordance with the instructions in Form 10-QSB and, therefore, do not include all information and footnotes required by generally accepted accounting principles and should, therefore, be read in conjunction with the Company's Form 10-KSB for the year ended December 31, 2002, filed with the Securities and Exchange Commission. These statements do include all normal recurring adjustments which the Company believes necessary for a fair presentation of the statements. The interim operations are not necessarily indicative of the results to be expected for the full year ended December 31, 2003.
Note 2 - Additional Footnotes Included By Reference
Except as indicated in Notes above, there have been no other material changes in the information disclosed in the notes to the financial statements included in the Company's Form 10-KSB for the year ended December 31, 2002, filed with the Securities and Exchange Commission. Therefore, those footnotes are included herein by reference.
Note 3 - Going Concern
At September 30, 2003 the Company has an accumulated deficit and has incurred losses since inception as well as negative cash flow from operations. These conditions raise substantial doubt about he ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company's ability to continue as a going concern is subject to obtaining necessary funding from outside sources. The Company intends to begin seeking a potential merger partner and cash infusion through some type of equity transaction. There can be no assurance that the Company will be successful in these efforts.
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ITEM 2. MANAGEMENT'S PLAN OF OPERATION
When used in this discussion, the words "believes", "anticipates", "expects", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof. The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures made by the Company that attempt to advise interested parties of the factors which affect the Company's business, in this report, as well as the Company's periodic reports on Forms 10-KSB, 10-QSB and 8-K filed with the Securities and Exchange Commission.
Plan of Operation
The Company's plan of operation for the coming year is to identify and acquire a favorable business opportunity. The Company does not plan to limit its options to any particular industry, but will evaluate each opportunity on its merits. The Company anticipates that its owners, affiliates, and consultants will provide it with sufficient capital to continue operations for at least the next twelve months, but there can be no assurance that this expectation will be fully realized.
The Company does not expect to generate any meaningful revenue or incur significant operating expenses unless and until it acquires an interest in an operating company.
ITEM 3. CONTROLS AND PROCEDURES
The Company's president acts both as the Company's chief executive officer and chief financial officer and is responsible for establishing and maintaining disclosure controls and procedures for the Company.
(a) Evaluation of Disclosure Controls and Procedures
Based on his evaluation as of September 30, 2003, the chief executive officer and chief financial officer has concluded that the Company's disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) are effective to ensure that information required to be disclosed by the Company in reports that the Company files or submits under the Securities Exchange Act, as amended is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.
(b) Changes in Internal Controls
Based on his evaluation as of September 30, 2003, the chief executive officer and chief financial officer has concluded that there were no significant changes in the Company's internal controls over financial reporting or in any other areas that could significantly affect the Company's internal controls subsequent to the date of his most recent evaluation , including any corrective actions with regard to significant deficiencies and material weaknesses.
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PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 10 of
this Form 10-QSB, and are incorporated herein by this reference.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the period covered by this Form 10-QSB.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized, this 30th day of October, 2003.
ALEXANDRIA HOLDINGS, INC.
/s/ Ruairidh Campbell
Ruairidh Campbell
President, Chief Executive Officer, Chief Financial Officer and Director
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INDEX TO EXHIBITSEXHIBIT PAGE
NO. NO. DESCRIPTION
3(i) * Articles of Incorporation of the Company
3(ii) * Bylaws of the Company
31 Attached Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the
Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32 Attached Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbenes-Oxely Act of 2002
* Incorporated by reference from the 10-SB filed with the Securities Exchange Commission on February 3, 2000.
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