SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: December 31, 2003
Commission File No.: 33-9472-D
E'PRIME AEROSPACE CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 59-2802081
(State of Incorporation) (IRS Employer Identification No.)
320 Indian River Avenue, Titusville, FL 32796
(Address of principal executive offices)
321-269-0900
(Registrant's telephone number, including area code)
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 for the past 90 days. Yes_X_No__
As of December 31, 2003, the registrant has outstanding 826,195,392 shares
of common stock and 12,471,800 "B" Stock Purchase Warrants.
2
E'PRIME AEROSPACE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
INDEX
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet -
December 31, 2003 3
Consolidated Statement of Operations -
For The Three Months Ended December 31, 2003 4
Consolidated Statement of Cash Flows -
For The Three Months Ended December 31, 2003 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Item 3. Certifications 8
Part II
Item 6. Exhibits and Reports on Form 8-K
No exhibits are filed as a part of this Form 10QSB.
No report on Form 8-K was filed during the quarter ended
December 31, 2003.
3
E'PRIME AEROSPACE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheet
December 31, 2003
Assets
Current assets:
Cash and cash equivalents $ 142
-----------
Total current assets 142
-----------
Property and equipment, at cost, net
of accumulated depreciation 233,654
-----------
Total assets $ 233,796
===========
Liabilities and Stockholders' Deficit
Current liabilities:
Notes payable $ 342,425
Due to related parties 4,499,785
Accounts payable 391,945
Accrued salaries, wages and payroll taxes 2,117,864
Accrued consultant fees 123,866
Accrued interest payable 541,137
------------
Total liabilities 8,017,022
------------
Stockholders' deficit:
Common stock, no par value, 900,000,000
shares authorized, issued and outstanding
826,195,392 12,017,911
Additional paid-in capital 212,000
Deficit accumulated during the development
period (20,013,137)
------------
Total stockholders' deficit (7,783,226)
------------
Total liabilities and
stockholders' deficit $ 233,796
============
4
E'PRIME AEROSPACE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations
Three
months ended
December 31,
2003
--------------
Revenue:
Service revenue $ -
------------
Total revenue -
------------
Expenses:
General and administrative 168,527
------------
Total expenses 168,527
------------
Net loss $ (168,527)
===========
Basic EPS:
Net loss per common share $ (0.0002)
===========
5
E'PRIME AEROSPACE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
Three
months ended
December 31,
2003
--------------
Cash flows from operating activities:
Net loss $ (168,527)
Adjustments to reconcile net loss to cash
provided by (used in) operating activities:
Depreciation 1,052
Shares issued for services rendered 2,400
Cash provided by (used for) changes in:
Due to related parties 147,091
Accounts payable 59
Accrued salaries, wages and payroll taxes 3,366
Accrued interest payable 14,559
-------------
Net cash provided by (used in)
operating activities -
Cash flows from investing activities: -
Cash flows from financing activities: -
-------------
Net increase (decrease) in cash -
Cash at beginning of period 142
-------------
Cash at end of period $ 142
=============
6
Notes to Consolidated Financial Statements
The Notes to Consolidated Financial Statements are essentially the same as
those stated in the Company's 10KSB for the year ended September 30, 2003.
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
Over the past several years, the Company has expended substantial funds in the
development of its business. Sources of capital during this time have included
stock sales, advances from shareholders and short term funding. As of
December 31, 2003, the Company has a working capital deficit of $8,016,880.
In order to complete its development and reach full operational capability
and, in order to satisfy existing liabilities, the Company will need to obtain
substantial additional capital. Management is currently engaged in
negotiations to secure the necessary funds to complete implementation of its
launch technology, repay existing liabilities and fund facility construction.
Results of Operations
Since its inception, the Company has been in the development stage.
Accordingly, the Company has not generated any revenues from operations and
has not projected significant revenues until its development stage is
completed and financing can be obtained for its operations. Through the year
ended September 30, 2003, the Company has incurred an accumulated deficit of
$19,844,609.
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, E'Prime Aerospace Corporation has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized:
E' PRIME AEROSPACE CORPORATION
s/B. G. Davis
By: B. G. Davis, President Date: January 26, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Company and
in the capacities and on the dates indicated:
s/B. G. Davis
B. G. Davis, Director Date: January 26, 2004
s/Betty S. Davis
Betty S. Davis, Director Date: January 26, 2004
8
Certification Pursuant to Section 302
I, Bob G. Davis, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of E'Prime Aerospace
Corporation;
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. The registrant's other certifying officers and I are 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 us 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 our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our 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. The registrant's other certifying officers and 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 our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
January 26, 2004
/s/ Bob G. Davis
Bob G. Davis
President
9
Certification Pursuant to Section 302
I, Betty S. Davis, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of E'Prime Aerospace
Corporation;
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. The registrant's other certifying officers and I are 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 us 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 our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our 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. The registrant's other certifying officers and 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 our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
January 26, 2004
/s/ Betty S. Davis
Betty S. Davis
Chief Financial Officer
10
Certification Pursuant to Section 906
In connection with the Quarterly Report of E'Prime Aerospace Corporation, a
Colorado corporation (the "Company"), on form 10-QSB for the quarter ending
December 31, 2003, as filed with the Securities and Exchange Commission (the
"Report"), Bob G. Davis, President of the Company and Betty S. Davis, Chief
Financial Officer of the Company, respectively, do each hereby certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350),
that to his knowledge:
(1) The report fully complies with the requirements of sectin 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
/s/ Bob G. Davis
Bob G. Davis
President
/s/ Betty S. Davis
Betty S. Davis
Chief Financial Officer
January 26, 2004