SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-24696
AMERICAN ENTERPRISE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 59-3248917
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
525 West Lemon Street, Tampa, Florida 33609
(Address of Principal Executive Offices) (Zip Code)
egistrants Telephone Number, including area code: (813)-287-9733
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 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. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuers classes of common stock as of the latest practicable date:
Class: Common Stock, No Par Value Outstanding at March 31, 2003, 37,650,395
Transitional Small Business Disclosure Format (check one) YES [ ] NO [X]
AMERICAN ENTERPRISE CORPORATION
(FORMERLY AMERICAN ENTERPRISE.COM CORPORATION)
FINANCIAL STATEMENTS
March 31, 2003
TABLE OF CONTENTS
PAGE
FINANCIAL STATEMENTS
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3
STATEMENT OF CASH FLOWS 4
STATEMENT OF STOCKHOLDERS EQUITY 5
NOTES TO FINANCIAL STATEMENTS 6-11
AMERICAN ENTERPRISE CORPORATION
(FORMERLY AMERICAN ENTERPRISE.COM CORPORATION)
BALANCE SHEET
MARCH 31, 2003
ASSETS
CURRENT ASSETS
Accounts receivable, net of zero allowance
Other Current Assets $ 8,810
Total current assets 1,290
TOTAL ASSETS $ 10,100
LIABILITIES AND STOCKHOLDERS (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 280,055
Accrued liabilities 11,860
Total current liabilities 291,914
STOCKHOLDERS (DEFICIT)
Common stock, $.001 par value, 50,000,000
authorized, 19,982,965 shares issued and
outstanding 37,650
Preferred stock, $.002 par value, 20,000,000
authorized, 368,815 shares issued and
outstanding 0
Additional paid in capital 1,688,819
Retained deficit (2,008,283)
Total stockholders (deficit) (281,814)
TOTAL LIABILITIES AND STOCKHOLDERS (DEFICIT) $ 10,100
The accompanying notes are an integral part
of these financial statements.
2
AMERICAN ENTERPRISE CORPORATION
(FORMERLY AMERICAN ENTERPRISE.COM CORPORATION)
STATEMENT OF OPERATIONS
FOR THE PERIOD JANUARY 1, 2003
TO MARCH 31, 2003
REVENUES
Gross revenue $ 5,812
Less: Discounts (934)
Net revenues 4,878
COST OF GOODS SOLD 15,177
GROSS PROFIT (10,300)
OPERATING EXPENSES
Sales & Marketing expense 69,123
Development expense 111,464
Customer service expense 32,414
General and administrative expense 356,392
TOTAL OPERATING EXPENSES 569,392
NET LOSS (579,692)
Loss on Conversion of Preferred Stock to Common Stock (15,530)
NET LOSS APPLICABLE TO COMMON STOCK HOLDERS $ (595,222)
The accompanying notes are an integral part
of these financial statements.
3
AMERICAN ENTERPRISE CORPORATION
(FORMERLY AMERICAN ENTERPRISE.COM CORPORATION)
STATEMENT OF CASH FLOWS
FOR THE PERIOD JANUARY 1, 2003 TO MARCH 31, 2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (579,692)
(Increase) decrease in assets:
Accounts receivable (3,588)
Other Current Assets (1,290)
Increase (decrease) in liabilities:
Accounts payable 16,139
Accrued liabilities (70,369)
Total adjustments (59,108)
Net cash (used) in operating activities (638,800)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 638,800
Net cash provided by financing activities 638,800
NET INCREASE (DECREASE) IN CASH -
CASH, BEGINNING OF THE PERIOD -
CASH, END OF THE PERIOD $ -
Read independent auditors report.
the accompanying notes are an integral part
of these financial statements.
4
AMERICAN ENTERPRISE CORPORATION
(FORMERLY AMERICAN ENTERPRISE.COM CORPORATION)
STATEMENT OF STOCKHOLDERS (DEFICIT)
FOR THE PERIOD JANUARY 1, 2003
TO MARCH 31, 2003
Additional
Common Stock Preferred Stock Paid-In Retained
Shares Value Shares Value Capital Deficit Total
9,982,965 19,983 368,815 738 1,066,948 (1,428,591) (340,921)
899,000 899 178,901 179,800
500,000 500 99,500 100,000
16,268,430 16,268 (368,815) (738) 359,000 374,530
(15,530) (15,530)
(579.602) (579,602)
_________ ______ ________ ______ ________ _________ ________
37,650,395 37,650 - - - - 1,688,819 (2,008,283) (281,813)
AMERICAN ENTERPRISE CORPORATION
(FORMERLY AMERICAN ENTERPRISE.COM CORPORATION)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of American Enterprise Corporation (the Company) is presented to assist in understanding the Companys financial statements. The financial statements and notes are the representation of the Companys management who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America consistently applied in the preparation of the financial statements.
Nature of Operations
American Enterprise Corporation (the Company), formerly American Enterprise.Com, Corp., was organized under the laws of the State of Florida in June 1994 under the name National Diagnostics, Inc. During 1998, the Company changed its corporate name to American Enterprise.Com, Corporation.
The Companys mission is to consolidate, through acquisition, merger and joint venture, Application Service Provider (ASP) delivered software and services. The Company initially intends to consolidate ASPs relating to the healthcare industry. Once acquired, the Company intends to organize the healthcare and related ASP delivered software and services into five distinct categories, and to act as a hub through which users exchange information, conduct transactions and communicate in realtime.
HealthCentrics, Inc., was organized under the laws of the State of Florida on February 22, 2002. HealthCentrics, Inc. was formed to organize, develop and market a suite of Web-based medical accounting, billing and management information services to third party billing companies, practice management and healthcare provider organizations.
Reverse Merger Method of Accounting
Following the acquisition, the former stockholders of HealthCentrics, Inc. were issued approximately 89% of the outstanding shares of American Enterprise Corporations $0.001 par value common stock. In accordance with accounting principles generally accepted in the United States of America, the Companys acquisition of HealthCentrics, Inc. has been accounted for as a reverse merger. As a result, HealthCentrics, Inc. has been treated as the acquiring entity and American Enterprise Corporation has been treated as the acquired entity for accounting purposes.
The historical financial statements of HealthCentrics, Inc. have become the historical financial statements of American Enterprise Corporation in connection with the acquisition. Similarly, the historical equity and retained deficit of HealthCentrics, Inc. prior to the acquisition have been retroactively restated for the equivalent number of shares issued in connection with the acquisition. The balance sheet reflects the financial position of American Enterprise Corporation at December 31, 2002. The related statements of operations, cash flow and stockholders (deficit) reflect the operations of American Enterprise Corporation for the period ended December 31, 2002.
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AMERICAN ENTERPRISE CORPORATION
(FORMERLY AMERICAN ENTERPRISE.COM CORPORATION)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Principles of Consolidation
The consolidated financial statements include the accounts of American Enterprise Corporation (formerly American Enterprise.Com Corp.) and its wholly owned subsidiary HealthCentrics, Inc. All significant intercompany accounts and transactions have been eliminated.
Basis of Accounting
The Company maintains its financial records and financial statements on the accrual basis of accounting. The accrual basis of accounting provides for matching of revenues and expenses.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers amounts held by financial institutions and shortterm investments with an original maturity of 90 days or less to be cash and cash equivalents.
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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Advertising Costs
Advertising costs are expensed as incurred.
Income Taxes
The Company records its federal and state tax liability in accordance with Financial Accounting Standards Board Statement No. 109 Accounting for Income Taxes. The deferred taxes payable are recorded for temporary differences between the recognition of income and expenses for tax and financial reporting purposes, using current tax rates. Deferred assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.
Since its inception, the Company has accumulated a loss of $2,134,456 for income tax purposes, which can be used to offset future taxable income through 2022. As of March 31, 2003, no deferred taxes were recorded in the accompanying financial statements.
7
AMERICAN ENTERPRISE CORPORATION
(FORMERLY AMERICAN ENTERPRISE.COM CORPORATION)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003
NOTE B - AMENDMENT OF ARTICLES OF INCORPORATION
During the year ended December 31, 2002, American Enterprise Corporation approved an amendment to its articles of incorporation to change the name of the company from American Enterprise.Com, Corp. to American Enterprise Corporation.
NOTE C - CAPITAL STOCK
Common Stock
The Company is authorized to issue 50 million shares of common stock with a par value of $0.001 per share. As of March 31, 2003, there were 37,650,365 shares issued and outstanding. Each share of common stock has one vote on all matters acted upon by the shareholders.
Preferred Stock
The Company is authorized to issue 20 million shares of preferred stock with a par value of $0.002 per share. As of Macrh 31, 2003, there were no preferred shares issued and outstanding.
Stock Issuances
During the time period of January 1 to March 31, 2003 the Company issued 899,000 common shares valued at $179,800 for cash, 500,000 commons shares valued at $100,000 for consulting services, and 16,268,430 common shares for the purpose of converting 368,815 shares of preferred stock to common stock.
Read independent auditors report.
11
The accompanying notes are an integral part
of these financial statements.
5
