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 March 31, 2001.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to .
Commission file number: 0-29325
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ALEXANDRIA HOLDINGS, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 87-0643633
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1403 East 900 South, Salt Lake City, Utah 84105
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(Address of principal executive office) (Zip Code)
(801) 582-9609
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(Issuer's telephone number)
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 No XX
The number of outstanding shares of the issuer's common stock, $0.001 par value
(the only class of voting stock), as of May 14, 2001 was 6,562,500.
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS..................................................3
Unaudited Balance Sheet as of March 31, 2001...................................4
Unaudited Statement of Operations for the three months ended March 31, 2001 and
2000 and the period since Date of Inception to March 31, 2001..................5
Unaudited Statement of Cash Flows for the three months ended March 31, 2001 and
2000 and the period since Date of Inception to March 31, 2001..................6
Notes to Unaudited Financial Statements........................................7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............8
PART II
ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES. . . . . . . . . . . . . . .. 8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................8
SIGNATURES.....................................................................9
INDEX TO EXHIBITS.............................................................10
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PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Alexandria Holdings Inc., a Nevada
corporation, unless otherwise indicated. Unaudited interim financial statements
including a balance sheet for the Company as of the quarter ended March 31,
2001, statement of operations, and statement of cash flows for the interim
period up to the date of such balance sheet and the period since inception of
the preceding year are attached hereto as Pages 4 through 6 and are incorporated
herein by this reference.
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]
3
Alexandria Holdings, Inc.
(A Developmental Stage Company)
Unaudited Balance Sheet
As of March 31, 2001
March 31, 2001
(unaudited)
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ASSETS
Current Assets - cash $ 2,957
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Total Current Assets 2,957
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LIABILITIES AND STOCK HOLDERS' EQUITY
Current Liabilities:
Accounts Payable / Related Parties 2,500
Accrued Expenses 2,418
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Total Current Liabilities 4,918
Stockholders' Deficit
Preferred stock ($.001 par value, 5,000,000
shares authorized; no shares issued and
outstanding -
Common stock ($.001 par value 45,000,000
shares authorized; 6,562,500 shares issued
and outstanding March 31, 2001 6,563
Additional paid in capital 2,799
Accumulated deficit (11,323)
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Total stockholders' equity (1,961)
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TOTAL LIABILITIES AND EQUITY $ 2,957
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The accompanying notes are an integral part of these financial statements
4
Alexandria Holdings, Inc.
(A Developmental Stage Company)
Unaudited Statements of Operations
For The Three Months Ended March 31, 2000 and 2001
and
For the period of Inception (December 7, 1999) to March 31, 2001
Three December
Three months months 7, 1999
ended ended (inception)
March 31, March 31, to March
2001 2000 31, 2001
------------ ---------- ----------
Revenues $ - $ - $ -
General and Administrative Costs 267 6,931 11,323
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Net Loss (267) (6,931) (11,323)
============ ========== ==========
Loss per common share-basic and diluted $ 0.00 $ 0.00 0.00
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Weighted average common shares basic and
diluted 6,044,000 4,985,000
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The accompanying notes are an integral part of these financial statements
5
Alexandria Holdings, Inc.
(A Developmental Stage Company)
Unaudited Statements of Cash Flows
Three Three December
months months 7, 1999
ended ended (inception)
March 31, March 31, to March
2001 2000 31, 2001
--------- --------- ---------
OPERATING ACTIVITIES
Net Income $ (267) $ (6,931) $ (11,323)
Adjustments to reconcile Net Income to Net Cash
provided by (used in) operations:
Stock compensation expense - 5,007 5,007
Decrease in stock subscription receivable - 445 -
Increase (decrease) in accounts payable and
accrued expenses (323) 1,990 2,418
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Net cash provided by (used in) Operating Activities (590) 511 (3,898)
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CASH FLOWS FROM INVESTING ACTIVITIES
- - -
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in related party receivable - 2,500
Decrease in stock subscription receivable - 445
Issuance of common stock 3,000 - 3,910
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Net cash provided by Financing Activities 3,000 - 6,855
NET CASH INCREASE 2,410 511 2,957
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CASH, BEGINNING OF PERIOD 547 - -
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CASH, END OF PERIOD $ 2,957 $ 511 $ 2,957
========= ========= =========
The accompanying notes are an integral part of these financial statements
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ALEXANDRIA HOLDINGS, INC
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
March 31, 2001
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, 2000, 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 results are not
necessarily indicative of the results for the full year ended December 31, 2001.
2. Sale of Securities
On March 28, 2001, the Company sold 520,000 shares of common stock , $.001 par
value, to Kelly's Coffee Group, Inc. in a private placement. The stock was sold
at a price of $.00577 per share for a total of $3,000.00.
3. Additional footnotes included by reference
Except as indicated in Notes above, there have been no other material changes in
the information disclosed in the notes to the financial statements included in
the Company's Form 10-KSB for the year ended December 31, 2000, filed with the
Securities and Exchange Commission. Therefore, those footnotes are included
herein by reference.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operations
The Company's plan of operation for the coming year is to identify and acquire a
favorable business opportunity. The Company does not plan to limit its options
to any particular industry, but will evaluate each opportunity on its merits.
The Company anticipates that its owners, affiliates, and consultants will
provide it with sufficient capital to continue operations until the end of the
second quarter of 2001, but there can be no assurance that this expectation will
be fully realized.
The Company does not expect to generate any meaningful revenue or incur
operating expenses unless and until it acquires an interest in an operating
company.
PART II
ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES
On March 28, 2001, the Company issued 520,000 shares of common stock to Kelly's
Coffee Group, Inc. for cash, pursuant to section 4(2) of the Securities Act in a
private transaction. The Company made this offering based on the following
factors: (1) The issuance was an isolated private transaction that did not
involve a public offering; (2) there was no subsequent contemporaneous public
offerings of the stock; (3) the stock was not broken down into smaller
denominations; and (4) the negotiations for the sale of the stock too place
directly between the offeree and the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits on page 10 of this Form 10-QSB, and
are incorporated herein by this reference.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
period covered by this Form 10-QSB.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, hereunto duly
authorized, this 14th day of May, 2001.
ALEXANDRIA HOLDINGS, INC.
/s/ Ruairidh Campbell May 14, 2001
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Ruairidh Campbell Date
President and Director
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INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
3(i) * Articles of Incorporation of the Company
(incorporated herein by reference from
Exhibit No. 3(i) of the Company's Form 10-SB
as filed with the Securities and Exchange
Commission on February 3, 2000).
3(ii) * Bylaws of the Company, as amended
(incorporated herein by reference from
Exhibit 3(ii) of the Company's Form 10-SB as
filed with the Securities and Exchange
Commission on February 3, 2000).
Material Contracts
10(i) 11 Stock Purchase Agreement dated March 28,
2001 between the Company and Kelly's Coffee
Group, Inc.
10
STOCK PURCHASE AGREEMENT
Exhibit 10(i)
THIS STOCK PURCHASE AGREEMENT ("Agreement") is executed this 28th day of
March, 2001 by and between Alexandria Holdings, Inc., a Nevada corporation
("Alexandria"), and Kelly's Coffee Group, Inc., a Nevada corporation
("Kelly's").
Recitals
Alexandria desires to sell and transfer Five Hundred and Twenty Thousand
(520,000) restricted shares of the common stock of Alexandria to Kelly's and
Kelly's desires to purchase and acquire, Five Hundred and Twenty Thousand
(520,000) restricted shares of the common stock of Alexandria, par value $0.001
per share (the "Shares"), in a private non-registered transaction in exchange
for a cash payment of Three Thousand ($3,000) dollars, representing a purchase
price of $0.006 per share.
Agreement
In consideration of the mutual promises, covenants, and agreements
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by all the parties, the parties
hereby agree as follows:
1. Purchase and Sale of Shares. Alexandria agrees to transfer the Shares
to Kelly's, and Kelly's agrees to acquire the Shares from Alexandria.
Immediately after Alexandria receives the purchase price from Kelly's,
it will direct its transfer agent to issue the Shares to Kelly's.
2. Purchase Price. As consideration for the Shares, Kelly's shall pay to
Alexandria the sum of Three Thousand ($3,000) dollars, representing a
purchase price of $0.006 per share.
3. Representation and Warranties of Kelly's. Kelly's represents and
warrants that:
a. Kelly's is an entity incorporated under the laws of the State
of Nevada.
b. Kelly's has such knowledge and expertise in financial and
business matters that it is capable of evaluating the merits
and substantial risks of the purchase of the Shares and is
able to bear the economic risks relevant to the purchase of
the Shares hereunder.
c. Kelly's is relying solely upon independent consultation with
its professional, legal, tax, accounting and such other
advisors as Kelly's deems to be appropriate in purchasing the
Shares; Kelly's has been advised to, and has consulted with,
its professional tax and legal advisors with respect to any
tax consequences of purchasing the Shares.
d. Kelly's understands that Alexandria is relying upon Kelly's's
representations and warranties as contained in this Agreement
in consummating the sale and transfer of the Shares.
Therefore, Kelly's agrees to indemnify Alexandria against, and
hold it harmless from, all losses, liabilities, costs,
penalties and expenses (including attorney's fees) which arise
as a result of a sale, exchange or other transfer of the
Shares other than as permitted under this Agreement.
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4. Representations and Warranties of Alexandria. Alexandria represents
and warrants that:
a. Alexandria is a corporation duly organized and validly
existing under the laws of the State of Nevada.
b. Alexandria has valid title to the Shares which it is
transferring to Kelly's pursuant to this Agreement. There are
no claims, liens, security interests, or other encumbrances
upon the Shares.
c. Alexandria is relying solely upon its independent consultation
with its professional, legal, tax, accounting and such other
advisors as Alexandria deems to be appropriate in transferring
the Shares; Alexandria has been advised to, and has consulted
with, its professional tax and legal advisors with respect to
any tax consequences of transferring the Shares.
d. All corporate action on the part of Alexandria required for
the lawful execution and delivery of this Agreement and the
issuance, execution and delivery of the Shares has been duly
and effectively taken. Upon execution and delivery, this
Agreement will constitute a valid and binding obligation of
Alexandria, enforceable in accordance with its terms, except
as the enforceability may be limited by applicable bankruptcy,
insolvency or similar laws and judicial decisions affecting
creditors' rights generally.
5. Survival of Representations, Warranties and Covenants.
The representations, warranties and covenants made by Alexandria and
Kelly's in this Agreement shall survive the purchase and sale of the
Shares.
6. Miscellaneous.
a. In the event any one or more of the provisions contained in
this Agreement are for any reason held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of
this Agreement. This Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been
contained herein.
b. This Agreement shall be binding upon and inure to the benefit
of the parties and their respective heirs, legal
representatives, successors, and permitted assigns. The
parties hereto may not transfer or assign any part of their
rights or obligations except to the extent expressly permitted
by this Agreement.
c. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the sale of
the Shares and may not be modified or amended except in
writing signed by both parties.
d. No term or condition of this Agreement shall be deemed to have
been waived nor shall there be any estoppel to enforce any
provision of this Agreement except by written instrument of
the party charged with such waiver or estoppel.
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e. The validity, interpretation, and performance of this
Agreement shall be governed by the laws of the State of Utah,
without regard to its law on the conflict of laws. Any dispute
arising out of this Agreement shall be brought in a court of
competent jurisdiction in Salt Lake County, State of Utah. The
parties exclude any and all statutes, laws and treaties which
would allow or require any dispute to be decided in another
forum or by other rules of decision than provided in this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the day and year first appearing herein.
Alexandria Holdings, Inc. Kelly's Coffee Group, Inc.
/s/ Ruairidh Campbell /s/ David Wolfson
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Ruairidh Campbell, President David Wolfson, Vice-President
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