U.S. 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, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________ to ______________
Commission file number: 000-50830
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Name of Small Business Issuer in its charter)
Nevada 88-0343804
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4302 Hollow Road, Logan, Utah 84321
(Address of Principal Executive Offices including Zip Code)
Issuer’s telephone number: (435) 245-6004
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under plan confirmed by a court. Yes ____ No___
APPLICABLE ONLY TO CORPORATE ISSUERS
The aggregate number of shares issued and outstanding of the issuer's common stock as of September 30, 2005 was 23,100,000 shares of $0.001par value.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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FORM 10-QSB
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
INDEX
| | |
| | Page |
PART I. | Financial Information | |
| Item 1. Unaudited Financial Statements
Balance Sheets – September 30, 2005 and December 31, 2004
Statements of Operations for the Three and Nine Months Ended Sept. 30, 2005 and 2004, and for the Cumulative period Through Sept. 30, 2005
Statements of Cash Flows for the Nine Months Ended Sept. 30, 2005 and 2004, and for the Cumulative period Through Sept. 30, 2005
Notes to Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation
Item 3. Controls and Procedures | 3
3
4
5
6
7-10
10 |
PART II. | Other Information
Item 2. Changes in Securities
Item 6. Exhibits and Reports on Form 8-K |
10
11 |
|
Signatures |
12 |
(Inapplicable items have been omitted)
2
PART I.
FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited)
| | | | |
HARDWOOD DOORS & MILLING SPECIALTIES, INC. |
(A Development Stage Company) |
BALANCE SHEETS |
| | September 30, | | December 31, |
| | 2005 | | 2004 |
ASSETS | | (Unaudited) | | (Audited) |
| | | | |
Current assets: | | | | |
Cash | $ | 1,470 | | 2,284 |
| | | | |
Total current assets | $ | 1,470 | | 2,284 |
| | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | |
| | | | |
Current liabilities: | | | | |
Accounts payable and accrued liabilities | $ | 1,700 | | - |
Note payable - stockholder | | 10,000 | | - |
| | | | |
Total current liabilities | | 11,700 | | - |
| | | | |
Commitments and contingencies | | | | |
| | | | |
Stockholders' equity (deficit): | | | | |
Preferred stock, $.001 par value, 10,000,000 shares | | | | |
authorized, no shares issued and outstanding | | - | | - |
Common stock, $.001 par value, 50,000,000 shares | | | | |
authorized, 23,100,000 and 23,100,000 shares | | | | |
issued and outstanding, respectively | | 23,100 | | 23,100 |
Additional paid-in capital | | 124,900 | | 124,900 |
Deficit accumulated during the development stage | | (158,230) | | (145,716) |
| | | | |
Total stockholders' equity (deficit) | | (10,230) | | 2,284 |
| | | | |
Total liabilities and stockholders' equity (deficit) | $ | 1,470 | | 2,284 |
The accompanying notes are an integral part of these financial statements.
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| | | | | | | | | | |
HARDWOOD DOORS & MILLING SPECIALTIES, INC. |
(A Development Stage Company) |
UNAUDITED STATEMENTS OF OPERATIONS |
| | | | | | | | | | |
| | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended | | |
| | September 30, | | September 30, | | Cumulative |
| | 2005 | | 2004 | | 2005 | | 2004 | | Amounts |
| | | | | | | | | | |
Revenue | $ | - | | - | | - | | - | | - |
| | | | | | | | | | |
General and administrative costs | | 2,554 | | 2,636 | | 12,514 | | 10,744 | | 36,045 |
| | | | | | | | | | |
Loss before income taxes | | (2,554) | | (2,636) | | (12,514) | | (10,744) | | (36,045) |
| | | | | | | | | | |
| | | | | | | | | | |
Provision for income taxes | | - | | - | | - | | - | | - |
| | | | | | | | | | |
Loss before discontinued operations | $ | (2,554) | | (2,636) | | (12,514) | | (10,744) | | (36,045) |
| | | | | | | | | | |
Loss from discontinued operations, | | | | | | | | | | |
net of taxes of $0 | | - | | - | | - | | - | | (122,185) |
| | | | | | | | | | |
Net loss | $ | (2,554) | | (2,636) | | (12,514) | | (10,744) | | (158,230) |
| | | | | | | | | | |
| | | | | | | | | | |
Loss per common share - basic and diluted | $ | - | | - | | - | | - | | |
| | | | | | | | | | |
Weighted average common shares - | | | | | | | | | | |
basic and diluted | | 23,100,000 | | 23,100,000 | | 23,100,000 | | 23,100,000 | | |
The accompanying notes are an integral part of these financial statements.
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| | | | | | |
HARDWOOD DOORS & MILLING SPECIALTIES, INC. |
(A Development Stage Company) |
UNAUDITED STATEMENTS OF CASH FLOWS |
|
| | | | | | |
| | Nine Months Ended | | |
| | September 30, | | Cumulative |
| | 2005 | | 2004 | | Amounts |
Cash flows from operating activities: | | | | | | |
Net loss | $ | (12,514) | | (10,744) | | (158,230) |
Adjustments to reconcile net loss to net cash | | | | | | |
used in operating activities: | | | | | | |
Increase (decrease) in accounts payable | | | | | | |
and accrued liabilities | | 1,700 | | (545) | | 1,700 |
| | | | | | |
Net cash used in operating activities | | (10,814) | | (11,289) | | (156,530) |
| | | | | | |
Cash flows from investing activities: | | - | | - | | - |
| | | | | | |
Cash flows from financing activities: | | | | | | |
Proceeds from issuance of common stock | | - | | - | | 148,000 |
Proceeds from notes payable | | 10,000 | | - | | 62,500 |
Payments on notes payable | | - | | - | | (52,500) |
| | | | | | |
Net cash provided by financing activities | | 10,000 | | - | | 158,000 |
| | | | | | |
| | | | | | |
Net increase (decrease) in cash | | (814) | | (11,289) | | 1,470 |
| | | | | | |
Cash, beginning of period | | 2,284 | | 16,708 | | - |
| | | | | | |
Cash, end of period | $ | 1,470 | | 5,419 | | 1,470 |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
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HARDWOOD DOORS AND MILLING SPECIALTIES, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 2005
Note 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, 2004, 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, 2005.
Note 2 – Additional Footnotes Included By Reference
Except as indicated in these Notes, 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, 2004, filed with the Securities and Exchange Commission. Therefore, those footnotes are included herein by reference.
Note 3 - Going Concern
At September 30, 2005 the Company has an accumulated deficit, 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. There can be no assurance that the Company will be successful in these efforts.
Note 4 – Note Payable
The note payable consists of a related party note payable to Luke Frazier, the Company’s President. The note bears interest at 10%, is unsecured and is due on demand.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
When used in this report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the "Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operations," and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations.
History
We were formed as a Nevada corporation on December 18, 1994, originally under the name of American Outdoorsman to manage sporting goods stores. We were unsuccessful in commencing any business operations. On May 24, 2000, we changed our name to Hardwood Doors & Milling Specialities, Inc. with the intent to focus on marketing and distributing hardwood interior and exterior doors and accessories via the internet. The Company commenced limited operations and was not successful with its intended business.
As of September1, 2002, we ceased operations and have focused our efforts on seeking a business opportunity. The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a foreign or domestic private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market.
Plan of Operation
The Company intends to merge with or acquire a business entity in exchange for the Company's securities. The Company has no particular acquisition in mind and has not entered into any negotiations regarding such an acquisition. Neither the Company's officer and director nor any affiliate has engaged in any negotiations with any representative of any company regarding the possibility of an acquisition or merger between the Company and such other company. Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one o r more other entities to conduct or assist in such solicitation. Management and its affiliates pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both. The Company has no full time employees. The Company's president has agreed to allocate a portion of his time to the activities of the Company, without compensation. The president anticipates that the business plan of the Company can be implemented by his devoting no more than 20 hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer.
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Sources of Opportunities
We anticipate that business opportunities may arise from various sources, including officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.
We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our officers and directors as well as indirect associations between them and other business and professional people. Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, we may retain such firms if management deems it in our best interests. In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.
Potential Target Companies
A business entity, if any, which may be interested in a business combination with the Company may include the following:
·
a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;
·
a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it;
·
a company which wishes to become public with less dilution of its common stock than would occur upon an underwriting;
·
a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public;
·
a foreign company which may wish an initial entry into the United States securities market;
·
a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan;
·
a company seeking one or more of the other perceived benefits of becoming a public company.
A business combination with a target company will normally involve the transfer to the target company of the majority of the issued and outstanding common stock of the Company, and the substitution by the target company of its own management and board of directors. No assurances can be given that the Company will be able to enter into a business combination, as to the terms of a business combination, or as to the nature of the target company.
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Procedures
As part of the our investigation of business opportunities, officers and directors may meet personally with management and key personnel of the firm sponsoring the business opportunity. We may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.
We will generally ask to be provided with written materials regarding the business opportunity. These materials may include the following:
§
descriptions of product, service and company history; management resumes;
§
financial information;
§
available projections with related assumptions upon which they are based;
§
an explanation of proprietary products and services;
§
evidence of existing patents, trademarks or service marks or rights thereto;
§
present and proposed forms of compensation to management;
§
a description of transactions between the prospective entity and its affiliates;
§
relevant analysis of risks and competitive conditions;
§
a financial plan of operation and estimated capital requirements;
§
and other information deemed relevant.
Competition
We expect to encounter substantial competition in our efforts to acquire a business opportunity. The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.
Employees
The Company currently has no employees. Executive officers will devote only such time to the affairs of the Company as they deem appropriate, which is estimated to be approximately 20 hours per month per person. The need for employees will be addressed at such time operations prove successful.
Description of Property
The Company has no properties and at this time has no agreements to acquire any properties. The Company currently uses the home offices of Mr. Luke Frazier at no cost to the Company. Mr. Frazier has agreed to continue this arrangement until the Company completes an acquisition or merger.
Results of Operations for the Three-Month Periods Ended September 30, 2005 and 2004
The Company generated no revenue during the three-month periods ended September 30, 2005 and 2004.
General and administrative expenses for the three months ended September 30, 2005 were $2,554 compared to general and administrative expenses of $2,636 during the three-month period ended September 30, 2004. Expenses consisted of general corporate administration, legal and professional fees, and accounting and auditing costs. As a result of these factors, the Company realized a net loss of $2,554 for the three-month period ended September 30, 2005 and a net loss of $2,636 for the comparable period in 2004.
9
Results of Operations for the Nine-Month Periods Ended September 30, 2005 and 2004
The Company generated no revenue during the nine-month periods ended September 30, 2005 and 2004.
General and administrative expenses for the nine months ended September 30, 2005 were $12,514 compared to general and administrative expenses of $10,744 during the nine-month period ended September 30, 2004. Expenses consisted of general corporate administration, legal and professional fees, and accounting and auditing costs. As a result of these factors, the Company realized a net loss of $12,514 for the nine-month period ended September 30, 2005 and a net loss of $10,744 for the comparable period in 2004.
Cumulative net loss from organization on December 18, 1994 through September 30, 2005 was $158,230.
Liquidity and Capital Resources
At September 30, 2005, the Company’s total assets consisted of $1,470 in cash. The Company had liabilities of $11,700 in notes and accounts payable at September 30, 2005 compared to no liabilities at December 31, 2004. At December 31, 2004, the Company had total assets consisting of $2,284 in cash and no liabilities.
The Company has no material commitments for the next twelve months. Currently the Company has an accumulated deficit and its current liquidity needs cannot be met with the cash on hand. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern. In the past, the Company has relied on capital contributions from shareholders to supplement operating capital when necessary. The Company may sell common stock, take loans from officers, directors or shareholders or enter into debt financing agreements to meet its liquidity needs for the next twelve months. However, there are no agreements or understandings to this effect.
ITEM 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer and our Chief Financial Officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.
(b) Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
ITEM 2. Changes in Securities
During the past three years, the Company has sold securities that were not registered as follows:
In 2003, the Company issued 20,000,000 shares of common stock to Luke Frazier for $20,000 cash. The shares were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act and no commissions were paid relating to the sale of stock.
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ITEM 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K
None
Exhibits
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.
Exhibit No.
SEC Ref. No.
Title of Document
Location
1
31.1
Certification of the Principal Executive Officer/
Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
Attached
2
32.1
Certification of the Principal Executive Officer/
Principal Financial Officer pursuant to U.S.C.
Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002*
Attached
*The Exhibit attached to this Form 10-QSB shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
Date: November 10, 2005
By:/s/ Luke Frazier
Luke Frazier
President and Chief Financial Officer
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