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 quarterly period ended March 31, 2006.
or
o | 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 000-50336
ANMORE, INC.
(Exact name of registrant as specified in its charter)
Florida | 20-0398885 |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) |
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4770 Biscayne Blvd., Suite 1470, Miami, Florida | 33137 |
(Address of principal executive offices) | (Zip Code) |
(305)-576-6833
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
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 preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x No o
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes | x | No o |
State the number of shares outstanding of each of the issuer’s classes of common equity, as of May 22,2006: 10,350,000 shares of common stock outstanding, $0.001 par value.
ANMORE, INC.
FINANCIAL STATEMENTS
INDEX
PART I-- FINANCIAL INFORMATION
Item 1. | Financial Statements |
Item 2. | Management’s Discussion and Analysis of Financial Condition |
Item 3. | Control and Procedures |
PART II-- OTHER INFORMATION
Item 1. | Legal Proceedings |
Item 2. | Changes in Securities |
Item 3. | Defaults Upon Senior Securities |
Item 4. | Submission of Matters to a Vote of Security Holders |
Item 5. | Other Information |
Item 6. | Exhibits and Reports on Form 8-K |
SIGNATURE
Item 1. Financial Information
BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended March 31, 2006 are not necessarily indicative of results that may be expected for the year ending December 31, 2006. The financial statements are presented on the accrual basis.
ANMORE, INC.
(A Development Stage Company)
CONDENSED FINANCIAL STATEMENTS
(Unaudited)
For the Three Months Ended March 31, 2006 and 2005 and the period of June 25, 2003 (inception) through March 31, 2006.
Table of Contents
Condensed Balance Sheet .. | 2 |
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Condensed Statements of Operations | 3 |
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Condensed Statements of Cash Flows | 4 |
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Notes to Condensed Financial Statements | 5 |
ANMORE, INC. | |||||||||
(A Development Stage Company) | |||||||||
CONDENSED BALANCE SHEET | |||||||||
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| March 31, |
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| 2006 |
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ASSETS | |||||||||
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CURRENT ASSETS: |
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| Cash and cash equivalents |
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| $ | 27,342 | |||
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| TOTAL CURRENT ASSETS |
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| 27,342 | ||
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TOTAL ASSETS |
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| 27,342 | ||
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LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||
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CURRENT LIABILITIES: |
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| Accrued expenses |
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| $ | 7,000 | ||
| Loan payable to related party |
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| 8,650 | |||
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| TOTAL CURRENT LIABILITIES |
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| 15,650 | |||
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COMMIMENTS AND CONTINGENCIES |
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STOCKHOLDERS’ EQUITY: |
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| Common stock - par value $0.001; 50,000,000 shares |
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| authorized; 10,350,000 issued and outstanding |
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| 10,350 | ||||
| Additional paid-in capital |
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| 194,750 | |||
| Deficit accumulated during the development stage |
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| (193,408) | |||||
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| TOTAL STOCKHOLDERS’ EQUITY |
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| 11,692 | ||||
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| TOTAL LIABILITIES |
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| AND STOCKHOLDERS’ EQUITY |
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| $ | 27,342 | |||
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The accompanying notes are an integral part of these financial statements
2
ANMORE, INC. | ||||||||||
(A Development Stage Company) | ||||||||||
CONDENSED STATEMENTS OF OPERATIONS | ||||||||||
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| For the Three Months Ended |
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| For the Period |
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| from June 25, | ||
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| March 31, |
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| 2006 |
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| 2005 |
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| to March 31, 2006 |
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REVENUES | $ | - |
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OPERATING EXPENSES |
| 2,000 |
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| 193,408 | ||
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LOSS BEFORE PROVISION FOR INCOME TAXES |
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| (193,408) | ||
| PROVISION FOR INCOME TAXES |
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| NET LOSS | $ | (2,000) |
| $ | - |
| $ | (193,408) | |
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Weighted average common |
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| 10,350,000 |
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| 12,258,708 |
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NET LOSS PER SHARE - Basic and Diluted | $ | - |
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The accompanying notes are an integral part of these financial statements
3
ANMORE, INC. | |||||||||||||
(A Development Stage Company) | |||||||||||||
CONDENSED STATEMENTS OF CASH FLOWS | |||||||||||||
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| For the Period |
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| For the Three Months Ended |
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| from June 25, |
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| March 31, |
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| 2006 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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| Net loss |
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| $ | (2,000) | $ | - | $ | (193,408) | |
| Adjustments to reconcile net loss to net cash |
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| flows used by operating activities: |
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| Common stock issued for services rendered |
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| 180,000 | ||||
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| Common stock issued for prepaid premium |
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| on related party commitment to note payable |
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| 100,000 | ||||
| Change in operating assets and liabilities: |
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| Accrued expenses |
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| 2,000 |
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| 7,000 | |
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NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES |
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| 93,592 | |||||||
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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NET CASH USED BY INVESTING ACTIVITIES |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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| Proceeds from the sale of common stock |
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| 116,100 | ||||
| Cancellation of common stock |
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| Proceeds from related party loan |
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| 8,650 | |||
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
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NET INCREASE (DECREASE) IN CASH |
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| 27,342 | |||||
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CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | $ | 27,342 | $ | 118,342 | $ | - | |||||||
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CASH AND CASH EQUIVALENTS - END OF PERIOD |
| $ | 27,342 | $ | 27,342 | $ | 27,342 | ||||||
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
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| Cash paid for interest |
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| $ | - | $ | - | $ | - | ||
| Cash paid for income taxes |
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| $ | - | $ | - | $ | - | |||
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Non-cash investing and financing activities |
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| Common stock issued for services |
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| $ | - | $ | - | $ | 180,000 | |||
| Common stock issued for prepaid premium |
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| on related party commitment to note payable |
| $ | - | $ | - | $ | 100,000 | |||||
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The accompanying notes are an integral part of these financial statements
4
ANMORE, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
For the Three Months Ended March 31, 2006 and 2005 and the period of June 25, 2003 (inception) through March 31, 2006.
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Business: Anmore, Inc. (Company) was incorporated under the laws of the State of Florida to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has had no operations to date other than issuing shares to its original shareholders.
The Company has been formed to 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.
The Company will attempt to locate other business entities with the intent of combining operations. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. No assurances can be given that we will be successful in locating or negotiating with any target company.
Reclassifications: The accompanying financial statements for prior fiscal years contain certain reclassifications to conform with the current year’s presentation.
Interim Financial Statements: The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction with the Company's annual financial statements, notes and accounting policies included in the Company's annual report on Form 10-KSB for the year ended December 31, 2005 as filed with the SEC. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of financial position as of March 31, 2006 and the related operating results and cash flows for the interim period presented have been made. The results of operations, for the period presented are not necessarily indicative of the results to be expected for the year.
2. STOCKHOLDERS’ EQUITY:
In January 2005, the Company cancelled 5,000,000 shares of common stock which were issued to CASAU Group, Inc. in connection with a promissory note in the amount of $150,000.
5
ANMORE, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
For the Three Months Ended March 31, 2006 and 2005 and the period of June 25, 2003 (inception) through March 31, 2006.
During the quarter ended March 31, 2005, in connection with the private placement, the Company cancelled 4,550,000 shares of common stock. The fair value of the common stock was $91,000 based on the recent private placement value at $0.02 per share.
3. NOTE PAYABLE:
A stockholder loaned a total of $8,650 to the Company as of March 31, 2006. There are no set repayment terms and these loans are considered non-interest bearing.
4. SUBSEQUENT EVENTS:
In May 2006, the Company repurchased 100,000 common shares from an investor. The fair value of the common stock was $2,000 based on the previous private placement value at $0.02 per share.
6
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results
of Operations
We have sufficient funds to implement our business plan. Since our directors and officers will forgo compensation for the next twelve months and the need for additional employees is unlikely except for part-time clerical services, our costs will be kept to a minimum. Having low administrative and employee costs will allow us to spend our cash mostly on research of our market for the finding of a viable project. Although the third party note mentioned in previous filings has been mutually cancelled, it was done so because, to date, the local real estate market has not provided an opportunity for us to purchase. We will be able to revisit that loan in the future when we have found a prospective property. As a result of the on-going search for a “starter property” we also chose to repurchase many of the shares sold during our private placement. This was done in order to maintain a good capital structure, which will help us in raising funds in the future. Specifically, our plan of operation for the next 12 months requires us to:
a. | The research of various properties in the greater Miami area. Once we have approval of this registration, we will begin to place offers for purchase. We believe the cash in the bank is sufficient enough to place the initial down payment and we believe we will be successful in retaining financing for remainder of the purchase and/or improvements. |
b. | Complete the construction of our website. |
If we are unsuccessful in obtaining financing for any property, we will not be able to fully commence our operations, at a level, as planned and discussed. As of May 19, 2006, we do not have any plans to raise additional funding through the sale of any stock apart from the completed private placement.
Results of Operation
For the fiscal period ended March 31, 2006, our startup and development activities included the evaluation of potential real estate areas in the Greater Miami area, meetings and discussions with investors and financial institutions for future financing of properties and reviewing the suitability of becoming a publicly traded company.
Anmore’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, Anmore views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on Anmore’s financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.
Item 3. | Controls and Procedures |
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2006. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the first quarter of fiscal 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. | None. |
Item 2. Changes in Securities. | None |
Item 3. Defaults Upon Senior Securities. | Not Applicable |
Item 4. Submission of Matters to a Vote of Security Holders. | None |
Item 5. Other Information. | None |
Item 6. Exhibits and Reports of Form 8-K. | None. |
(a) Exhibits
Exhibit 31.1 – Certification of the CEO and CFO Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 - Certification of the CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports of Form 8-K
No reports on Form 8-K were filed for this quarter of 2006.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 22, 2006.
ANMORE, INC. |
Date: | May 22, 2006 | /s/ Giorgio Saumat |
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| Giorgio Saumat |
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| President, Secretary and Director | ||||
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