UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549FORM 10-QSB
| (Mark One) | |
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002 OR
| |
| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION FROM _______ TO ________. | |
COMMISSION FILE NUMBER000-33365
FUTURE EDUCATIONAL SYSTEMS, INC.
(Name of Small Business Issuer in its charter) | Nevada
(State or other jurisdiction of incorporation or organization) | 95-4871102
(I.R.S. Employer Identification No.) | |
| | | |
| 1801 Avenue of the Stars, 6th Floor #6079 Los Angeles, California
(Address of principal executive offices) | 90067
(Zip code) | |
| | | |
| Registrant's telephone number: (310) 284-5992 | |
| | | |
| 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. Yesx Noo | |
| | | |
| State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: | |
| | On March 31, 2002, there were outstanding 39,893,339 shares of the Registrant's common stock, $0.01 par value. | | |
| | | | | |
| Transitional Small Business Disclosure Format: Yeso Nox | |
| | | | | |
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(Return to top.)- TABLE OF CONTENTS -
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(Return to top.)PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
CONSOLIDATED FINANCIAL STATEMENTS AND
SUPPLEMENTARY INFORMATION
March 31, 2002
(Unaudited)
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(Return to top.)
FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
(Unaudited)
TABLE OF CONTENTS
| | | PAGE(S)
| |
| INDEPENDENT ACCOUNTANTS' REVIEW REPORT | 1 | |
| | | | |
| CONSOLIDATED FINANCIAL STATEMENTS | | |
| | | | |
| | Balance Sheets | 2 | |
| | | | |
| | Statements of Operations | 3 | |
| | | | |
| | Statement of Changes in Stockholders' Deficit | 4 | |
| | | | |
| | Statements of Cash Flows | 5 | |
| | | | |
| | Notes to Financial Statements | 6 - 14 | |
| | | | |
| SUPPLEMENTARY INFORMATION | | |
| | | | |
| | Consolidated Schedules of General, Administrative and Development Expenses | 15 | |
| | | | |
| | | | |
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(Return to top.)JOSEFINA C. DE LA CRUZ, C.P.A.
A Professional Corporation
| Josefina C. de la Cruz, CPA Rebecca Q. Masinsin, CPA Tomothy Vo, CPA Marissa B. Zacarias, Operations Manager | 2700 N Main Street, Suite 900 Santa Ana, CA 92705 Tel. No. (714) 558-8703 Fax No. (714) 558-7940 | |
|
| |
| INDEPENDENT ACCOUNTANTS' REVIEW REPORT
To the Board of Directors Future Educational Systems, Inc. (formerly Island Resources, Inc.) and Subsidiaries Los Angeles, California We have reviewed the accompanying consolidated balance sheet of Future Educational Systems, Inc. (formerly Island Resources, Inc.) and Subsidiaries (Development Stage Companies) as of March 31, 2002, and the related consolidated statements of operations, changes in stockholders' deficit and cash flows for the three months then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these consolidated financial statements is the representation of the management of Future Educational Systems, Inc. (formerly Island Resources, Inc.) and Subsidiaries. A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 10 to the consolidated financial statements, the Company has no established source of revenue, suffered recurring losses from operations and has a net capital deficiency. These raise substantial doubts about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Josefina C. de la Cruz, CPA A Professional Corporation Santa Ana, California May 14, 2002 | |
| MEMBER - AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS SEC PRACTICE GROUP CALIFORNIA SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS TAX PRACTICE GROUP | |
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(Return to top.)FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
CONSOLIDATED BALANCE SHEETS
| March 31, | | December 31, |
2002 | | 2001 |
(Unaudited) | | (Audited) |
| |
|
ASSETS |
| | | | |
CURRENT ASSETS | | | |
| Cash and cash equivalents | $ | 617 | | $ | 14,851 |
| Accounts receivable | 3,198 | | 3,198 |
| Other receivables | 19,243 | | 15,835 |
| |
| |
|
| Total current assets | 23,058 | | 33,884 |
| |
| |
|
|
| | | |
PROPERTY & EQUIPMENT, net (Note 3) | 59,325 | | 63,751 |
| |
| |
|
|
| | | |
OTHER ASSETS | | | |
| Deposits | 12,086 | | 12,086 |
| Patents, licenses & trademarks, net (Note 4) | 14,300 | | 15,600 |
| |
| |
|
| Total other assets | 26,386 | | 27,686 |
| |
| |
|
|
| | | |
TOTAL ASSETS | $ | 108,769 | | $ | 125,321 |
| |
| |
|
|
| | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
CURRENT LIABILITIES | | | |
| Accounts payable | $ | 132,892 | | $ | 128,642 |
| Accrued expenses | 55,183 | | 54,720 |
| Income taxes payable | 5,000 | | 5,000 |
| Capital lease payable, current portion | 3,861 | | 4,890 |
| Notes payable (Note 5) | 238,146 | | 134,809 |
| |
| |
|
| Total current liabilities | 435,082 | | 328,061 |
| |
| |
|
|
| | | |
MINORITY INTEREST (Note 6) | - | | - |
| |
| |
|
|
| | | |
STOCKHOLDERS' DEFICIT (Note 7) | | | |
| Common Stock, $0.01 par value per share, 50,000,000 shares authorized; 39,893,339 shares issued and outstanding | 398,933 | | 398,933 |
| Paid-in Capital | 1,287,676 | | 1,287,676 |
| Accumulated deficit during development stage | (2,012,922) | | (1,889,349) |
| |
| |
|
| Total stockholders' equity (deficit) | (326,313) | | (202,740) |
| |
| |
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 108,769 | | $ | 125,321 |
| |
| |
|
See accompanying notes and independent accountants' review report.
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(Return to top.)
FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Cumulative from
July 23, 1996 (Date of Corporate Revival) to
March 31, 2002 | | | | |
| For the three months ended |
| March 31, 2002 | | March 31, 2001 |
| |
| |
|
Revenue | | | | | |
| Sales | $ | 106,972 | | $ | 3,802 | | $ | 17,602 |
| Cost of sales | (28,855) | | - | | 4,361 |
|
| |
| |
|
Gross profit | 78,117 | | 3,802 | | 13,241 |
|
| | | | | |
Operating expenses | | | | | |
| General, administrative and development expenses | 2,013,354 | | 118,708 | | 146,358 |
| Depreciation and amortization | 55,043 | | 5,726 | | 5,905 |
| |
| |
| |
|
| Total operating expenses | 2,068,397 | | 124,434 | | 152,263 |
| |
| |
| |
|
Net operating loss | (1,990,280) | | (120,632) | | (139,022) |
|
| | | | | |
Other income (expense) | | | | | |
| Interest income | 1,998 | | - | | 4,004 |
| Interest expense | (29,640) | | (2,941) | | (3,105) |
| |
| |
| |
|
Net loss before minority interest | (2,017,922) | | (123,573) | | (138,123) |
|
| | | | | |
Minority interest's share of net loss | 5,000 | | - | | - |
| |
| |
| |
|
Net loss for the period | $ | (2,012,922) | | $ | (123,573) | | $ | (138,123) |
| |
| |
| |
|
Basic earnings per share | | | | | |
|
| | | | | |
| Net loss per common share | | | $ | (0.00) | | $ | (0.00) |
| | | |
| |
|
| Weighted average shares outstanding | | | 39,893,339 | | 30,580,605 |
| | | |
| |
|
See accompanying notes and independent accountants' review report
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(Return to top.)FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the Period July 23, 1996 (Date of Corporate Revival) to March 31, 2002
| | | | | | | | | Total | |
| Common Stock | | Paid-in | | Accumulated | | Stockholders' |
| Shares | | Amount | | Capital | | Deficit | | Equity (Deficit) |
|
| |
| |
| |
| |
|
Balances, July 23, 1996 (Date of | | | | | | | | | |
Corporate Revival) | 19,000,000 | | $190,000 | | $565,336 | | $(754,336) | | $1,000 |
| | | | | | | | | |
Net loss for the year ended December 31, 1996 | - | | - | | - | | (5,200) | | (5,200) |
|
| |
| |
| |
| |
|
Balances, December 31, 1996 | 19,000,000 | | 190,000 | | 565,336 | | (759,536) | | (4,200) |
| | | | | | | | | |
Net loss for the year ended December 31, 1997 | - | | - | | - | | - | | - |
| | | | | | | | | |
Balances, December 31, 1997 | 19,000,000 | | 190,000 | | 565,336 | | (759,536) | | (4,200) |
|
| |
| |
| |
| |
|
Net loss for the year ended December 31, 1998 | - | | - | | - | | (35,917) | | (35,917) |
| | | | | | | | | |
Balances, December 31, 1998 | 19,000,000 | | 190,000 | | 565,336 | | (795,453) | | (40,117) |
|
| |
| |
| |
| |
|
Net loss for the year ended December 31, 1999 | - | | - | | - | | (100,185) | | (100,185) |
| | | | | | | | | |
Balances, December 31, 1999 | 19,000,000 | | 190,000 | | 565,336 | | (895,638) | | (140,302) |
|
| |
| |
| |
| |
|
Retroactively stated to reflect 1 to 500 | | | | | | | | | |
reverse stock split (rounded to | | | | | | | | | |
nearest fractional shares) on April 3, 2000 | (18,961,293) | | (189,613) | | 189,613 | | - | | - |
|
| |
| |
| |
| |
|
| 38,707 | | 387 | | 754,949 | | (895,638) | | (140,302) |
| | | | | | | | | |
Retroactively stated to reflect 1 to 15 | | | | | | | | | |
forward stock split on September 22, 2000 | 541,898 | | 5,419 | | (5,419) | | - | | - |
| | | | | | | | | |
Issuance of 30 million shares of stock in | | | | | | | | | |
exchange for 15 million shares of stock | | | | | | | | | |
of Your Future Holdings, Inc. on | | | | | | | | | |
December 22, 2000 | 30,000,000 | | 300,000 | | (300,000) | | - | | - |
| | | | | | | | | |
Net loss for the year ended December 31, 2000 | - | | - | | - | | (259,620) | | (259,620) |
|
| |
| |
| |
| |
|
Balances, December 31, 2000 | 30,580,605 | | 305,806 | | 449,530 | | (1,155,258) | | (399,922) |
| | | | | | | | | |
Issuance of 6 milliion shares of stock @$0.10 for | | | | | | | | | |
$600,000 in exchange for debt cancellation | | | | | | | | | |
on July 27, 2001 | 6,000,000 | | 60,000 | | 540,000 | | - | | 600,000 |
| | | | | | | | | |
Issuance of 2,610,890 shares of stock @ $0.10 | | | | | | | | | |
for $261,089 in exchange for debt cancellation | | | | | | | | | |
on September 28, 2001 | 2,610,890 | | 26,109 | | 234,980 | | - | | 261,089 |
| | | | | | | | | |
Issuance of 701,844 shares of stock @ $0.10 | | | | | | | | | |
per share on December 31,2001 | 701,844 | | 7,018 | | 63,166 | | - | | 70,184 |
| | | | | | | | | |
Net Loss for the year ended December 31, 2001 | - | | - | | - | | (734,091) | | (734,091) |
|
| |
| |
| |
| |
|
Balances, December 31, 2001 | 39,893,339 | | 398,933 | | 1,287,676 | | (1,889,349) | | (202,740) |
| | | | | | | | | |
Net Loss for the three months ended | | | | | | | | | |
March 31, 2002 (unaudited) | - | | - | | - | | (123,573) | | (123,573) |
|
| |
| |
| |
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|
Balances, March 31, 2002 | 39,893,339 | | $398,933 | | $1,287,676 | | $(2,012,922) | | $(326,313) |
|
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|
See accompanying notes and independent accountants' review report.
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(Return to top.)
FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Cumulative from
July 23, 1996 (Date of Corporate Revival) to
March 31, 2002 | | For the three months ended |
| March 31, 2002 | | March 31, 2001 |
| |
| |
|
CASH FLOWS FROM OPERATING ACTIVITIES |
| | | | | |
Net loss | $ | (2,012,922) | | $ | (123,573) | | $ | (105,502) |
Adjustment to reconcile net loss to net cash used | | | | | |
in operating activities | | | | | |
Depreciation and amortization | 55,165 | | 5,726 | | 5,905 |
Minority interest in net loss of subsidiaries | (5,000) | | - | | (32,621) |
Increase in: | | | | | |
Accounts receivable | (19,032) | | - | | (8,700) |
Other assets | (41,495) | | (3,408) | | - |
Increase (decrease) in: | | | | | |
Accounts payable | 111,552 | | 4,250 | | (4,900) |
Accrued liabilities | 60,182 | | 463 | | 3,738 |
|
| |
| |
|
NET CASH USED IN OPERATING ACTIVITIES | (1,851,550) | | (116,542) | | (142,080) |
|
| |
| |
|
CASH FLOWS FROM INVESTING ACTIVITIES |
| | | | | |
Purchase of property and equipment | (101,148) | | | | - |
Purchase of software license | (26,000) | | - | | (77) |
|
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|
NET CASH USED IN INVESTING ACTIVITIES | (127,148) | | - | | (77) |
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|
CASH FLOWS FROM FINANCING ACTIVITIES |
| | | | | |
Proceeds from issuance of common stock | 75,184 | | - | | - |
Proceeds from notes payable | 1,895,270 | | 103,337 | | 214,462 |
Proceeds from (payments of) capital lease | 3,861 | | (1,029) | | (2,482) |
|
| |
| |
|
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,974,315 | | 102,308 | | 211,980 |
|
| |
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|
NET INCREASE (DECREASE) IN CASH | (4,383) | | (14,234) | | 69,823 |
| | | | | |
CASH AT BEGINNING OF PERIOD | 5,000 | | 14,851 | | 9,097 |
|
| |
| |
|
CASH AT END OF PERIOD | $ | 617 | | $ | 617 | | $ | 78,920 |
|
| |
| |
|
See accompanying notes and independent accountants' review report.
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(Return to top.)FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
(Unaudited)
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY |
| The accompanying consolidated financial statements include the accounts of Future Educational Systems, Inc. ("FESI"), formerly known as Island Resources, Inc., and its Subsidiaries, Learning Program, Inc. ("LPI") formerly Your Future Holdings, Inc. and Your Future, Inc. ("YFI") collectively referred to as "the Company". LPI is a 100% owned subsidiary and YFI is a 70% subsidiary of LPI. FESI has been in the development stage since inception, and has no history of operations and revenue. Future Educational Systems, Inc. was originally incorporated as Programmed Bookkeeping Systems, Inc. ("PBSI") on September 18, 1968 under the laws of the State of New York. PBSI was changed to Island Resources, Inc. ("ISI") effective December 6, 1983. The ISI's corporate charter was voided on September 25, 1991 for non-payment of state taxes. The corporate charter was revived by re-incorporation effective July 23, 1996. FESI has been a dormant corporation for several years until it was revived in 1996. On November 20, 2000, Island Resources, Inc., New York (New York ISI) merged with Island Resources, Inc. in Nevada (Nevada ISI). Nevada ISI was incorporated on July 19, 2000 and became the surviving company on November 20, 2000, the effective date of the merger. The company's name was then changed from Island Resources Inc. to Future Educational Systems, Inc. Your Future Holdings, Inc. (now Learning Programs, Inc.) was incorporated on January 24, 2000 under the laws of the State of Nevada. The name change became effective on December 18, 2001 upon amendment of its articles of incorporation. Other than the issuance of stocks to its original shareholders and acquisition of 70% of Your Future, Inc., a development stage company, Learning Programs, Inc. has no operations and revenues as of March 31, 2002. Your Future, Inc. (YFI) was organized under the laws of the State of South Carolina on June 4, 1997 and conducts business from its headquarters in North Charleston, South Carolina. YFI is the only company that has operations. Your Future Inc., markets training products and services to individuals which are focused on enhancing personal development, job performance, career shifts, and entry into the workforce. Emphasis is on Life Skills and Basic Skills, Computer Applications, Computer Programming, Software and Hardware Certification. YFI also provides ancillary products and services to corporate clients in the areas of Custom Interactive CDROM; Safety, Health and Compliance including Behavioral Based Loss Control; Videography, and Foreign Language Products. YFI does not have sufficient source of revenue to cover its operating expenses and therefore as of report date, YFI is still classified as a development stage company. |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| Consolidation Policy |
| The company has adopted the provisions of Accounting Research Bulletin No. 51 (ARB 51), "Consolidated Financial Statements," as amended by Statement of Financial Accounting Standard No. 94 (SFAS 94), "Consolidation of All Majority-Owned Subsidiaries" for its consolidation guidelines whereby a parent company that has a controlling financial interest represented by direct or indirect ownership of more than 50% voting interest be consolidated, except those in which (a) control of the subsidiary is temporary or (b) significant doubt exists regarding the parent's ability to control the subsidiary.
|
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(Return to top.)FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
(Unaudited)
| The consolidated financial statements include the accounts of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments in unconsolidated affiliates are accounted for using the equity method when the Company owns at least 20% but no more than 50% of such affiliates. Under the equity method, the Company records its proportionate share of profits and losses based on its percentage interest in earnings of companies 50% or less owned. |
|
| Use of Estimates |
|
| The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. |
|
| Cash and Cash Equivalents |
|
| The Company considers all highly liquid investments with maturity of three months or less to be cash equivalents for purpose of reporting cash flows. |
|
| Property and equipment |
|
| Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. Depreciation is calculated on a straight-line basis over the estimated useful lives of the respective assets, as follows: |
| Years
| |
| Building and improvements | 32 | |
| Furniture and equipment | 5 - 7 | |
| Transportation and equipment | 5 - 18 | |
| Software
| 3 | |
| Leasehold improvements are amortized over their estimated useful lives or the lives of the related leases, whichever is shorter. |
| Intangible Assets |
|
| Intangible assets consist of patent licenses and trademarks, and un-amortized loan fees. Intangible assets are amortized on the straight-line basis over their estimated useful lives or contractual lives as follows:
|
| Trademark | 10 years | |
| Patent | 10 years | |
| Licenses | 5 years | |
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(Return to top.)
FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
(Unaudited)
Year End |
|
| FESI and its Subsidiaries have selected December 31 as their year-end. |
Income Taxes |
|
| | | Income taxes are provided for using the liability method of accounting in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. |
Research and Development Costs |
|
| | | All research and development (R&D) costs are expensed in the period incurred in accordance with Statement of Financial Accounting Standards No. 2 (SFAS 2). Additionally, assets used in R&D activity, such as equipment, facilities, and patents that have alternative future uses in other R&D activities or otherwise are capitalized. Depreciation and amortization on such capitalized R&D-related assets is charged to R&D expense. All expenditures in conjunction with an R&D project, including personnel costs, materials, equipment, facilities, and intangibles, for which the Company has no alternative future use beyond the specific project for which the items were purchased, are expensed. Indirect costs, including general and administrative expenses, which are directly related to the R&D project, are also expense when incurred. |
Reporting on Costs of Start-Up Activities |
|
| | | Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up Activities" provides guidance on the financial reporting of start-up costs and organization costs. It requires most costs of start-up activities and organization costs to be expended as incurred. With the adoption of SOP 98-5, there has been little or no effect on the company's financial statements. |
Derivative Instruments |
|
| | | Statements of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative Instruments and Hedging Activities" is effective for financial statements for all fiscal quarters of all fiscal years beginning after June 15, 2000. SFAS 133 standardizes the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, by requiring that an entity recognize those items as assets or liabilities in the statement of financial position and measure them at fair value. SFAS 133 also addresses the accounting for certain hedging activities. The Company currently does not have any derivative instrument nor is it engaged in hedging activities, thus the company does not believe implementation of SFAS 133 will have a material impact on its financial statement presentation or disclosures. |
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(Return to top.)FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
(Unaudited)
Stock-based Compensation |
|
| Statement of Financial Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based Compensation" allows companies to choose whether to account for employee stock-based compensation on a fair value method, or to account for such compensation under the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, (APB 25), "Accounting for Stock Issued to Employees". The Company has chosen to account for employee stock-based compensation using APB 25. |
Comprehensive Income |
|
| | | The Company adopted Statement of Financial Accounting Standards No. 130 (SFAS 130), "Reporting Comprehensive Income." On January 1, 1998. SFAS 130 establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general-purpose financial statements. SFAS 130 defines comprehensive income to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, SFAS 130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is presented with the same prominence as other financial statements. |
Earnings Per Share |
|
| | | Basic earnings per share amounts are calculated using the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share assumes the conversion, exercise or issuance of all potential common stock instruments such as options, warrants, and convertible securities, unless the effect is to reduce a loss or increase earnings per shares. |
Advertising Costs |
|
| | | Advertising costs are charged to operations when incurred. |
Segment Reporting |
|
| | | The company adopted Statement of Financial Accounting Standards No. 131 (SFAS 131), "Disclosures about Segments of an Enterprise and Related Information" on January 1, 1998. The Company's results of operations and financial position were not affected by implementation of SFAS 131 as it operates in only one segment. |
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(Return to top.)
FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
(Unaudited)
NOTE 3 - PROPERTY AND EQUIPMENT, NET |
|
| Property and equipment consists of the following: |
|
| March 31, 2002
| December 31, 2001
| |
| Computer | $ | 50,361 | $ | 50,361 | |
| Office Equipment | 31,713 | 31,713 | |
| Classroom Furniture | 19,074 | 19,074 | |
|
|
| |
| | 101,148 | 101,148 | |
| Accumulated depreciation | (41,823) | (37,397) | |
|
|
| |
| | Property and equipment, net | $ | 59,325 | $ | 63,751 | |
|
|
| |
| Depreciation expense for the three months ended March 31, 2002 and for the year ended December 31, 2001 amounted to $4,426 and $18,414, respectively.
|
NOTE 4 - PATENT, LICENSES, AND TRADEMARKS |
|
| YFI has obtained a license agreement as an authorized learning center for PACE Learning Systems, Inc. at a cost of $26,000, which is amortized for five (5) years. |
|
| March 31, 2002
| December 31, 2001
| |
| License Fee | $ | 26,000 | $ | 26,000 | |
| Accumulated amortization | (11,700) | (10,400) | |
|
|
| |
| | License Fee, net | $ | 14,300 | $ | 15,600 | |
|
|
| |
| Amortization expense for three months ended March 31, 2002 and for the year ended December 31, 2001 amounted to $1,300 and $5,200, respectively.
|
NOTE 5 - NOTES PAYABLE |
|
| Investors have advanced funds to FESI. These notes are non-interest bearing and payable on demand for $13,900. The notes payable under YFI are payable on demand to shareholders at 9% annual interest. Accrued interest at March 31, 2002 is $2,941. |
10
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(Return to top.)FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
(Unaudited)
| At March 31, 2002, notes payable by the Company are: |
|
| FESI | LPI | YFI | TOTAL | |
| |
| |
Notes payable to investors | $ | 42,722 | $ | 64,707 | $ | - | $ | 107,429 | |
Notes payble to officers | - | - | 130,717 | 130,717 | |
|
| |
| | Total | $ | 42,722 | $ | 64,707 | $ | 130,717 | $ | 238,146 | |
|
| |
NOTE 6 - MINORITY INTEREST |
| On March 28, 2000, a stock agreement with conditional promissory note was entered between LPI and YFI. LPI acquired approximately 70% of YFI's total issued and outstanding shares consisting of eight million seven hundred fifty thousand (8,750,000) shares for one million dollars ($1,000,000). The business combination was accounted for under a pooling of interest. Under the pooling of interest method, the historical costs of the separate companies' assets and liabilities are combined and became the recorded amounts of the company's assets and liabilities. The combining companies' stockholders' equity accounts are also combined. Terms and conditions of the agreement are: |
| Initial payment was three hundred twenty thousand dollars ($320,000),the balance of six hundred eighty thousand ($680,000) is payable in installments as set forth in the agreement starting January 31, 2001 until November 30, 2001. The obligation is represented by a non-interest bearing promissory note, the full payment of which was due November 30, 2001. Negotiations are in process for the extension and revision of the stock purchase agreement.
At March 31, 2002, the balance of the conditional note receivable by YFI is $183,159. Other than the minority interest below, all the inter-company accounts, including this promissory note, have been eliminated. |
| Minority interests in YFI consist of 30% of its issued and outstanding common shares. At March 31, 2002, minority interests consist of:
|
| | March 31, 2002 | December 31, 2001 | |
| |
|
| |
| Common Stock, no par value | $ | 5,000 | $ | 5,000 | |
| Accumulated Deficit | (5,000) | (5,000) | |
| |
|
| |
| | $ | - | $ | - | |
| |
|
| |
The majority interest absorbed the entire accumulated deficit attributed to the minority interest in excess of the balance of the capital stock pursuant to Accounting Research Bulletin No. 51 (ARB 51), paragraph 15. If future earnings will materialize, the majority interest will be credited to the extent of such losses previously absorbed. |
11
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(Return to top.)FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
(Unaudited)
NOTE 7 - STOCKHOLDERS' DEFICIT |
| The authorized common stock of Future Educational Systems, Inc. consists of 50,000,000 shares with $0.01 par value per share.
From July 23, 1996, (date of corporate revival) to December 31, 1999, there were 19,000,000 shares issued and outstanding. On April 3, 2000, the issued and outstanding shares were retroactively restated to reflect a 1:500 reverse stock split as of April 3, 2000. After the reverse stock split, total shares outstanding as restated are 38,707 shares. On September 22, 2000, a 1 to 15 forward stock split was effected on the issued and outstanding shares of 38,807 shares resulting to a restated number of shares of 580,605. On December 22, 2000, Future Educational Systems, Inc. entered into a stock exchange agreement with Learning Programs, Inc. (LPI, formerly Your Future Holdings, Inc.). Under the agreement, FESI exchanged 30,000,000 of its common shares for 15,000,000 of LPI's common shares, representing 100% of LPI's issued and outstanding shares. On July 27, 2001, a stock purchase agreement was entered between Future Educational Systems, Inc. and Asean Commercial Holdings, Ltd. whereby FESI issued 6,000,000 shares of its common stock to Asean Commercial Holdings, Ltd. in exchange for $600,000 cancellation of debt. On September 28, 2001, 2,610,890 common shares were issued for $261,089 representing cancellation of note payable to Ridgeway Commercial Ventures, Limited. On December 31, 2001 a stock purchase agreement was entered between Future Educational Systems, Inc. and Clayport Investment Limited whereby FESI issued 701,844 shares of its common stock in exchange for cancellation of debt amounting to $70,184. At March 31, 2002, total common shares issued and outstanding is 39,893,339 shares which are designated as follows: |
|
| | Regular shares | 30,508,020 | |
| | Restricted shares | 9,385,319
| |
| | Total | 39,893,339
| |
12
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(Return to top.)
FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
NOTE 8 - INCOME TAXES |
| There is no provision for federal and state income taxes for the three months ended March 31, 2002 due to the net loss sustained during the period.
The Company currently has no issues that create timing differences that would mandate deferred tax expense. Net operating losses would create possible tax assets in future years. Due to the uncertainty as to the utilization of net operating loss carry-forwards, a valuation allowance has been made to the extent of any tax benefit that net operating losses may generate. The Company's total deferred tax asset as of March 31, 2002 is as follows:
|
| | Estimated Net Operating Loss Carry Forward | $ | 2,017,922 | |
| | |
| |
| | Estimated Current Tax Asset Value of Net Operating Loss Carry Forwards at Current Prevailing Federal Tax Rate | $ | 302,700 | |
| | Valuation Allowance | (302,700)
| |
| | Net Deferred Tax Asset | $ | - | |
| | |
| |
| | Current Income Tax Expense | $ | - | |
| | |
| |
| | Deferred Income Tax Benefit | $ | - | |
| | |
| |
NOTE 9 - COMMITMENTS |
| On August 1, 2000, Your Future, Inc. entered into a lease agreement to lease office and training facility under a five-year lease agreement, expiring on July 31, 2005. Future minimum rental payments are as follows:
|
| | Year Ending December 31 | Lease Commitments | |
| |
|
| |
| | 2002 | $ | 78,485 | |
| | 2003 | 108,255 | |
| | 2004 | 108,255 | |
| | 2005 | 63,149 | |
| YFI's rent expense for the three months ended March 31, 2002 and March 31, 2001 amounted to $18,787 and $2,500, respectively. |
13
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(Return to top.)FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
NOTE 10 - GOING CONCERN |
| These financial statements are presented on the basis that the Company is a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The accompanying balance sheet shows that current liabilities exceed current assets by approximately $412,000 on March 31, 2002. Your Future, Inc. is the only subsidiary that has operations. Although YFI generates revenue from its operations, YFI has continually suffered from financial losses since its inception. YFI has yet to expand its market to generate profit.
FESI and LPI do not have established source of revenues sufficient to cover their operating costs and continue as a going concern. Current sources of funds for operating costs of the Company include periodic funding of and advances from its investors. Funding from investors has been set for a specified period. After such period expires, the Company's only source of fund would be advances from its investors. |
NOTE 11- CONTINGENCY |
| In the fourth quarter of 2001, three separate lawsuits were filed against Your Future, Inc. by three (3) shareholders who were formerly employees of YFI. The cases filed were allegations of breach of contract, violation of South Carolina Payment of Wages Act and a suit on promissory note. The aforementioned cases were incident to the company's downsizing cost reduction, and subsequent termination of employment of the three employees. As of report date, the cases are pending and the ultimate outcome of these litigations are unknown at this time.
|
14
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(Return to top.)FUTURE EDUCATIONAL SYSTEMS, INC. (Formerly Island Resources, Inc.) AND SUBSIDIARIES
(Development Stage Companies)
Consolidated Schedules of Development, General and Administrative Expenses
(Unaudited)
| Cumulative from | | For the three months ended |
Inception to | |
March 31, 2002 | | March 31, 2002 | | March 31, 2001 |
| |
| |
|
Development expenses | $ | 511,425 | | $ | - | | $ | - |
Service contract fees | 397,640 | | 47,150 | | 28,000 |
Salaries and wages | 316,366 | | 12,834 | | 56,717 |
Rent | 295,008 | | 28,072 | | 29,779 |
Professional fees | 249,248 | | 17,120 | | 11,222 |
Office expenses | 70,939 | | 6,599 | | 7,790 |
Travel expenses | 67,345 | | 435 | | 2,609 |
Telephone | 61,924 | | 2,262 | | 3,400 |
Taxes and licenses | 28,173 | | 1,065 | | 5,319 |
Bank charges | 8,660 | | 992 | | 349 |
Dues and subscription | 3,601 | | - | | 273 |
Insurance | 925 | | 79 | | - |
Directors' fees | 2,100 | | 2,100 | | 900 |
|
| |
| |
|
| $ | 2,013,354 | | $ | 118,708 | | $ | 146,358 |
|
| |
| |
|
See accompanying notes and independent accountants' review report.
15
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations All statements, trend analysis and other information contained in this Report relative to markets for the products of Future Educational Systems,Inc. ("Company" or "Registrant") and trends in revenues, gross margin and anticipated expense levels, as well as other statements including words such as "believe," "anticipate," "expect," "estimate," "plan" and "intend" and other similar expressions, constitute forward-looking statements. Those forward-looking statements are subject to business and economic risks, and the Company's actual results of operations may differ from those contained in the forward-looking statements. The following discussion of the financial condition and results of operations of the Company should also be read in conjunction with the Financial Statements and Notes related thereto included elsewhere in this report. (a) Revenues The first quarter ended March 31, 2002 generated $3,802 in sales revenue for the Company, compared to the $17,602 sales revenue for the same period in year 2001. The decrease in revenue was primarily attributable to the operating subsidiary, Your Future, Inc. ("YFI"), and was due mainly to limited funds for marketing and expansion. (b) General, Administrative and Development Expenses The Company incurred general, administrative and development expenses in the amount of $118,708 for the three months ended March 31, 2002, compared to $146,358 for the same period in year 2001. For the three months ended March 31, 2002, salaries and wages amounted to $12,834. For the same period in year 2001, salaries and wages amounted to $56,717. The decrease is explained by the reduction in manpower made during mid-2001. Service contract fees and professional fees in the total amount of $64,270 comprised approximately 54% of the total general, administrative and development expenses for the three months ended March 31, 2002. For the same period in year 2001, service contract fees and professional fees in the amount of $39,222 comprised approximately 26.8% of general, administrative and development expenses. The increase in percentage of service contract and professional fees may be attributed to legal and accounting expenses incurred in order to file its registration statements and to comply with SEC reporting requirements |
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(Return to top.) (c) Depreciation and Amortization
Depreciation and amortization expense amounted to $5,726 during the first quarter of year 2002, and $5,905 during the same period in year 2001. (d) Net Loss per Share Net loss per common share was at $0 for the three months ended March 31, 2002 and March 31, 2001. The decrease was attributable mainly to additional issuance of common shares by Issuer and decrease in net loss.
(e) Liquidity As of March 31, 2002, the Company had an accumulated deficit during development stage in the amount of $2,012,922. The Company is dependent mostly on cash flows from financing activities to fund its operations. Cash flow from operating activities of YFI has been insufficient to meet financial obligations of the Company and its subsidiaries. Proceeds from financing activities for the three months ended March 31, 2002 amounted to $103,337, compared to $214,462 for the same period in year 2001. Notes from investors are converted to common stock of the Company pursuant to the safe harbor provisions of Regulation S promulgated under the Securities Act of 1933. YFI is presently wholly dependent on its Georgia WorkForce Investment Act ("WIA") contract and does not have sufficient funding to carry it through the first two months to gain income from allowed invoicing procedures. The Company believes that its major investors intend to continue providing advances to fund day-to-day operations of the Company and its subsidiaries. These advances may initially be recorded as note payable obligations of the Company. The payable balances, as in prior years, may be paid off in the form of additional common shares. The dilution to common shareholders is dependent on the issue price and the amount of advances converted into common shares. PART II.
OTHER INFORMATION
Item 1 -- Legal Proceedings None Item 2 -- Changes in the Rights of the Company's Security Holders None |
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(Return to top.) Item 3 -- Defaults by the Company on its Senior Securities None Item 4 -- Submission of Matter to Vote of Security Holders None Item 5 -- Other Information None Item 6 -- Exhibits and Reports on Form 8-K (a) The Articles of Incorporation and by-laws of the company appear in Form 10SB12G filed November 21, 2001 and Amended Form 10SB12G filed May 6, 2002, and are incorporated herein by reference. (b) No reports on Form 8-K were filed during the quarter for which this report is filed. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. |
Dated: May 20, 2002 | Future Educational Systems, Inc.
/SIGNATURE/ By: Gilbert Cheang President |
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