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 June 30, 2003.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition
period from to .
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Commission file number: 000-29325
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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
(Issuer's telephone number)
Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
The number of outstanding shares of the registrant's common stock, $0.001 par
value (the only class of voting stock), as of July 14, 2003 was 6,562,500.
1
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS.....................................................................................3
Unaudited Balance Sheet as of June 30, 2003.......................................................................4
Unaudited Statement of Operations for the three and six months ended June 30, 2003
and 2002 and the period since Date of Inception to June 30, 2003..................................................5
Unaudited Statement of Cash Flows for the six months ended June 30, 2003
and 2002 and the period since Date of Inception to June 30, 2003..................................................6
Notes to Unaudited Financial Statements...........................................................................7
ITEM 2. MANAGEMENT'S PLAN OF OPERATION...........................................................................8
ITEM 3. CONTROLS AND PROCEDURES..................................................................................8
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.........................................................................8
SIGNATURES........................................................................................................9
INDEX TO EXHIBITS................................................................................................11
2
PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Alexandria Holdings, Inc., a Nevada
corporation, unless otherwise indicated. In the opinion of management, the
accompanying unaudited financial statements included in this Form 10-QSB reflect
all adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of the results of operations for the periods presented. The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for the full year.
3
ALEXANDRIA HOLDINGS, INC.
(A Development Stage Company)
UNAUDITED BALANCE SHEET
June 30, 2003
ASSETS
Current assets - cash $
-
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Total current assets $
-
==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Cash overdraft $ 5
Accounts payable
7,831
Accounts payable - related parties
4,500
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Total current liabilities
12,336
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Commitments
-
Stockholders' deficit:
Preferred stock, $.001 par value, 5,000,000 shares
authorized, no shares issued and outstanding
-
Common stock, $.001 par value, 45,000,000 shares
authorized, 6,562,500 shares issued and
outstanding
6,563
Additional paid-in capital 2,799
Accumulated deficit (21,698)
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Total stockholders' deficit (12,336)
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$ -
==================
The accompanying notes are an integral part of these financial statements
4
ALEXANDRIA HOLDINGS, INC.
(A Development Stage Company)
UNAUDITED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
June 30, June 30, Cumulative
--------------------------------------------------------------------
2003 2002 2003 2002 Amounts
------------ ----------------------------- ----------------- --------------
Revenue $ - - - - -
General and administrative costs 2,415 504 2,936 3,062 21,698
------------ ----------------------------- ----------------- --------------
Loss before income taxes (2,415) (504) (2,936) (3,062) (21,698)
Provision for income taxes - - - - -
------------ ----------------------------- ----------------- --------------
Net Loss $ (2,415) (504) (2,936) (3,062) (21,698)
============ ============================= ================= ==============
Loss per common share - basic and diluted $ - - - -
============ ============================= =================
Weighted average common shares -
basic and diluted 6,563,000 6,563,000 6,563,000 6,563,000
============ ============================= =================
The accompanying notes are an integral part of these financial statements
5
ALEXANDRIA HOLDINGS, INC.
(A Development Stage Company)
UNAUDITED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30, Cumulative
--------------------------------------
2003 2002 Amounts
----------------- ----------------- -----------------
Cash flows from operating activities:
Net loss $ (2,936) (3,062) (21,698)
Adjustments to reconcile net loss to net cash
used in operating activities:
Stock compensation expense - - 5,007
Increase (decrease) in accounts payable 895 3,032 7,831
----------------- ----------------- -----------------
Net cash used in operating activities (2,041) (30) (8,860)
----------------- ----------------- -----------------
Cash flows from investing activities: - - -
- -------------------------------------
----------------- ----------------- -----------------
Cash flows from financing activities:
Cash overdraft 5 - 5
Increase in related party payable 2,000 - 4,500
Decrease in stock subscription receivable - - 445
Issuance of common stock - - 3,910
----------------- ----------------- -----------------
Net cash provided by financing activities 2,005 - 8,860
----------------- ----------------- -----------------
Net increase (decrease) in cash (36) (30) -
Cash, beginning of period 36 96 -
----------------- ----------------- -----------------
Cash, end of period $ - 66 -
================= ================= =================
The accompanying notes are an integral part of these financial statements
6
ALEXANDRIA HOLDINGS, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 2003
Note 1 - Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared by
management in accordance with the instructions in Form 10-QSB and, therefore, do
not include all information and footnotes required by generally accepted
accounting principles and should, therefore, be read in conjunction with the
Company's Form 10-KSB for the year ended December 31, 2002, filed with the
Securities and Exchange Commission. These statements do include all normal
recurring adjustments which the Company believes necessary for a fair
presentation of the statements. The interim operations are not necessarily
indicative of the results to be expected for the full year ended December 31,
2003.
Note 2 - 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, 2002, filed with the
Securities and Exchange Commission. Therefore, those footnotes are included
herein by reference.
7
ITEM 2.
MANAGEMENT'S PLAN OF OPERATION
When used in this discussion, the words "believes", "anticipates", "expects",
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements, that
speak only as of the date hereof. The Company undertakes no obligation to
republish revised forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
Readers are also urged to carefully review and consider the various disclosures
made by the Company that attempt to advise interested parties of the factors
which affect the Company's business, in this report, as well as the Company's
periodic reports on Forms 10-KSB, 10-QSB and 8-K filed with the Securities and
Exchange Commission.
Plan of Operation
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 for at least the next
twelve months, 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
significant operating expenses unless and until it acquires an interest in an
operating company.
ITEM 3. CONTROLS AND PROCEDURES
The Company's president acts both as the Company's chief executive officer and
chief financial officer ("Certifying Officer") and is responsible for
establishing and maintaining disclosure controls and procedures for the Company.
The Certifying Officer has concluded (based on his evaluation of these controls
and procedures as of a date within 90 days of the filing of this report) that
the design and operation of the Company's disclosure controls and procedures (as
defined in Rule 13a-14(c) under the Securities Exchange Act of 1934) are
effective. No significant changes were made in the Company's internal controls
or in other factors that could significantly affect those controls subsequent to
the date of the evaluation, including any corrective actions with regard to
slight deficiencies and material weaknesses. Due to the Certifying Officer's
dual role as chief executive officer and chief financial officer, the Company
has no segregation of duties related to internal controls.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Exhibits required to be attached by Item 601 o
--------
Regulation S-B are listed in the
Index to Exhibits on page 11 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
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during the period covered by this
Form 10-QSB.
8
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized, this 15h day of July, 2003.
ALEXANDRIA HOLDINGS, INC.
/s/ Ruairidh Campbell
Ruairidh Campbell
President, Chief Executive Officer, Chief Financial Officer and Director
9
CERTIFICATION PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-
OXLEY ACT OF 2002
I, Ruairidh Campbell, chief executive officer and chief financial officer of
Alexandria Holdings, Inc. certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Alexandria Holdings, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report my conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: July 15, 2003
/s/ Ruairidh Campbell
Ruairidh Campbell, Chief Executive Officer and Chief Financial Officer
10
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
3(i) * Articles of Incorporation of the Company
3(ii) * Bylaws of the Company
99.1 12 Certification Pursuant to 18 U.S.C.
Section 1350, Section 906 of the
Sarbanes-Oxley Act of 2002
* Incorporated by reference from the 10-SB filed with the
Securities Exchange Commission on February 3, 2000.
11
EXHIBIT 99.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of the Company on Form 10-QSB for the
period ended June 30, 2003 as filed with the Securities and Exchange Commission
on the date hereof, I, Ruairidh Campbell, sole executive officer, certify,
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) This quarterly report complies with the
requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2) The financial information contained in this
quarterly report fairly represents, in all material
respects, the financial condition and result of operations of the Company.
/s/ Ruairidh Campbell
Ruairidh Campbell
Chief Executive Officer and Chief Financial Officer
July 15, 2003
12