UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
Amendment No. 1
(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, 2002
----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT
For the transition period from to
Commission file number 000-28533
Premium Financial Services & Leasing, Inc.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as
specified in its charter)
Wyoming 86-0970133
- --------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
9229 Delegates Row, Suite 130, Indianapolis, Indiana 46240
-------------------------------------------------------------------------------
(Address of principal executive offices)
(317) 575-1800
Issuer's telephone number
Business to Business, Inc., 11601 East Lusitano Place, Tucson, Arizona, 85748
------------------------------------------------------------------------------
(Former name, address and former fiscal year, if changed since last report.)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date: June 30, 2002 5,060,000
Transitional Small Business Disclosure Format (check one). Yes ; No X
PART I
ITEM 1. FINANCIAL STATEMENTS
INDEPENDENT ACCOUNTANT'S REPORT
Premium Financial Services & Leasing, Inc.
(Formerly Business to Business)
We have reviewed the accompanying balance sheets of Premium Financial
Services & Leasing, Inc. (Formerly Business to Business) as of June 30, 2002 and
December 31, 2001 and the related statements of operations for the three and six
month periods ended June 30, 2002 and 2001 and cash flows for the six month
periods ended June 30, 2002 and 2001. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
Respectfully submitted
/s/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
August 19, 2002
F-2
PREMIUM FINANCIAL SERVICES & LEASING, INC.
(Formerly Business to Business)
BALANCE SHEETS
(Unaudited)
June 30, December 31,
2002 2001
--------------- --------------
ASSETS
Current Assets:
Cash and Cash Equivalents $ 45,513 $ 33,030
Fixed Assets:
Computer and Office Equipment 26,767 26,767
Less Accumulated Depreciation (7,137) (4,461)
--------------- --------------
19,630 22,306
--------------- --------------
Other assets - deposits - 75,000
--------------- --------------
TOTAL ASSETS $ 65,143 $ 130,336
=============== ==============
LIABILITIES
Current Liabilities:
Accounts Payable $ 10,351 $ 2,932
Accrued Expenses 1,994 151
Line of Credit 9,887 -
Current portion of lease obligations 3,792 4,071
Related Party Loans - Current 94,359 85,943
--------------- --------------
Total Current Liabilities 120,383 93,097
--------------- --------------
Non-Current Liabilities:
Convertible Debentures 50,381 -
Long-Term Debt - lease obligations 1,272 7,045
--------------- --------------
Total Liabilities 172,036 100,142
--------------- --------------
F-3
PREMIUM FINANCIAL SERVICES & LEASING, INC.
(Formerly Business to Business)
BALANCE SHEETS
(Continued)
(Unaudited)
June 30, December 31,
2002 2001
--------------- --------------
STOCKHOLDERS EQUITY
Common Stock, Par Value $.001
Authorized 100,000,000 shares, Issued
5,060,000 and 100 at June 30, 2002 and December 31, 2001 $ 5,060 $ -
Additional Paid in Capital 29,844 11,443
Retained Earnings (Deficit) (141,797) 18,751
--------------- --------------
Total Stockholders' Equity (106,893) 30,194
--------------- --------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 65,143 $ 130,336
=============== ==============
See accompanying notes and accountants' report.
F-4
PREMIUM FINANCIAL SERVICES & LEASING, INC.
(Formerly Business to Business)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
------------------------------- ------------------------------
2002 2001 2002 2001
--------------- --------------- -------------- --------------
REVENUES
Sales commissions $ 78,875 $ 129,464 $ 130,009 $ 270,692
--------------- --------------- -------------- --------------
EXPENSES
Selling & Marketing 47,806 85,712 86,403 158,058
General & Administrative 77,925 39,250 126,456 88,139
--------------- --------------- -------------- --------------
Net Income from Operations (46,856) 4,502 (82,850) 24,495
--------------- --------------- -------------- --------------
Other Income (Expense)
Interest Income (Expense) (9,091) - (9,237) -
--------------- --------------- -------------- --------------
NET INCOME (LOSS) $ (55,947)$ 4,502 $ (92,087) $ 24,495
=============== =============== ============== ==============
Earnings Per Share $ (0.02) $ 45.02 $ (0.05) $ 244.95
=============== =============== ============== ==============
See accompanying notes and accountants' report.
F-5
PREMIUM FINANCIAL SERVICES & LEASING, INC.
(Formerly Business to Business)
STATEMENTS OF CASH FLOWS
For the Six Months Ended
June 30,
--------------------------------
2002 2001
--------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (92,087) $ 24,495
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Depreciation 2,676 -
Changes in Operating Assets and Liabilities:
Increase (Decrease) in Accounts Payable 5,634 3,618
Increase (Decrease) in Accrued Expenses 10,640 160
Increase (Decrease) in Line of Credit 9,887
--------------- --------------
Net Cash Provided by (Used in) Operating Activities (63,250) 28,273
--------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Equipment - (26,022)
Deposit - -
--------------- --------------
Net Cash Used by Investing Activities - (26,022)
--------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Convertible Debentures 50,000 -
Issuance of Common Stock for Cash 30,000
Proceeds Long-Term Debt - 13,744
AAA Distributions - (13,794)
Principle Payments on Long-term Debt (4,267) -
--------------- --------------
Net Cash Provided by (Used in) Financing Activities 75,733 (50)
--------------- --------------
Net (Decrease) Increase in Cash and Cash Equivalents 12,483 2,201
Cash and Cash Equivalents at Beginning of Period 33,030 25,000
--------------- --------------
Cash and Cash Equivalents at End of Period $ 45,513 $ 27,201
=============== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 439 $ -
--------------- --------------
Franchise and income taxes $ - $ -
--------------- --------------
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
None
See accompanying notes and accountants' report.
F-6
PREMIUM FINANCIAL SERVICES & LEASING, INC.
(Formerly Business to Business)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Premium Financial Services &
Leasing, Inc. (Formerly Business to Business) is presented to assist in
understanding the Company's financial statements. The accounting policies
conform to generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
Interim Reporting
The unaudited financial statements as of June 30, 2002 and for the six
month period then ended reflect, in the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to fairly state the
financial position and results of operations for the six months. Operating
results for interim periods are not necessarily indicative of the results which
can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Wyoming on
July 11, 1997. The Company ceased all operating activities during the period
from July 11, 1997 to October 20, 1999 and was considered dormant.
On April 8, 2002, the Company entered into an acquisition agreement
with Premium Financial Services & Leasing, Inc., wherein, Business to Business
acquired Premium Financial Services & Leasing, Inc. in exchange for a
controlling interest in its shares of Common Stock. Subsequently, Business to
Business changed its name to Premium Financial Services & Leasing, Inc.
Nature of Business
The Company is in the business of full service leasing that is focused
on offering medium sized and small ticket-leasing programs to a national network
of brokers, vendors and end users.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of six months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
F-7
PREMIUM FINANCIAL SERVICES & LEASING, INC.
(Formerly Business to Business)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required 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.
Depreciation
Fixed assets are stated at cost. Depreciation is calculated primarily
using the straight-line method over the estimated useful lives of the assets as
follows:
Asset Rate
- --------------------------------------- --------------
Computer Equipment 5 years
Maintenance and repairs are charged to operations; betterments are
capitalized. The cost of property sold or otherwise disposed of and the
accumulated depreciation thereon are eliminated from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.
Income Taxes
For the year 2001, the Company has elected to be an "S-Corporation" and
is not subject to income tax. Income is taxed directly to the shareholders.
Revenue recognition
The Company's primary source of revenue is from acting as a lease
broker. Revenue is recognized from the sale or assignment of sales-type or
direct financing leases to third parties when the lease is funded by the
purchaser.
Advertising Expense
Advertising costs are expensed when the services are provided.
F-8
PREMIUM FINANCIAL SERVICES & LEASING, INC.
(Formerly Business to Business)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss per Share
The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
Per-Share
Income Shares Amount
------ ------ ------
(Numerator) (Denominator)
For the Three Months Ended June 30, 2002
BASIC LOSS PER SHARE
Loss to common shareholders $ (55,947) 2,760,000 $ (0.02)
=============== =============== ==============
For the Three Months Ended June 30, 2001
BASIC LOSS PER SHARE
Loss to common shareholders $ 4,502 100 $ 45.02
=============== =============== ==============
For the Six Months Ended June 30, 2002
BASIC LOSS PER SHARE
Loss to common shareholders $ (92,807) 1,880,000 $ (0.05)
=============== =============== ==============
For the Six Months Ended June 30, 2001
BASIC LOSS PER SHARE
Loss to common shareholders $ 24,495 100 $ 244.95
=============== =============== ==============
The effect of outstanding common stock equivalents would be
anti-dilutive for June 30, 2002 and 2001 and are thus not considered.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements.
Reclassification
Certain reclassifications have been made in the 2001 financial
statements to conform with the June 30, 2002 presentation.
F-9
PREMIUM FINANCIAL SERVICES & LEASING, INC.
(Formerly Business to Business)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(Continued)
NOTE 2 - INCOME TAXES
As of June 30, 2002, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $83,289 that may be offset
against future taxable income through 2021. Current tax laws limit the amount of
loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carry-forwards will expire unused. Accordingly, the potential tax benefits of
the loss carry-forwards are offset by a valuation allowance of the same amount.
NOTE 3 - DEPOSITS
Deposits as of December 31, 2001, include a $75,000 deposit paid in
contemplation of the May 21, 2002 purchase of Business to Business, Inc.
NOTE 4- LINE OF CREDIT
The Company has a $50,000 line of credit through Farmers Bank at an
interest rate of 7.25%. As of June 30, 2002, the Company owes $9,886 on this
line of credit.
NOTE 5 - RELATED PARTY PAYABLES
On December 4, 2001, Michael Gooch, President, CEO and Director loaned
the Company $75,000. The Company shall repay $90,000 to the officer within 360
days of the date of the loan. Additionally, the terms of the note provide that
Mr. Gooch is to receive 75,000 common shares of Premium Financial in the event
that Premium Financial's stock becomes publicly traded.
Due to related party at December 31, 2001 and 2000 consists of the
following:
(Unaudited)
June 30, December 31,
--------------------------- --------------------------
2002 2001 2001 2000
------------- ------------- ------------ -------------
Note payable to officer, unsecured $ 83,416 - $ 75,000 $ -
Advances, unsecured, non-interest
bearing, due on demand 10,943 - 10,943 5,943
------------- ------------- ------------ -------------
$ 94,359 $ - $ 85,943 $ 5,943
============= ============= ============ =============
F-10
PREMIUM FINANCIAL SERVICES & LEASING, INC.
(Formerly Business to Business)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(Continued)
NOTE 6 - LONG TERM DEBT
Long-term liabilities of the Company at December 31, 2001 and 2000
consists of the following:
(Unaudited)
June 30, December 31,
-------------------------- --------------------------
2002 2001 2001 2000
------------ ------------- ------------ -------------
Lease Payable to Bank, Due 7/13/04,
Interest 7.65%, secured by computer $ 5,064 $ 15,330 $ 11,116 $ 14,562
Less Current Portion 3,792 - 4,071 3,772
------------ ------------- ------------ -------------
Total Long-Term Liability $ 1,272 $ 15,330 $ 7,045 $ 10,790
============ ============= ============ =============
NOTE 7- CONVERTIBLE DEBENTURES
During 2002, the Company made an offering of 5,000 to 10,000 units that
consist of a $100, 10% Convertible Debenture and common share purchase warrant.
The debenture matures one year from closing, unless extended. The debentures
will bear an annual interest rate of 10%, payable semi-annually, beginning six
months from closing of the offering, payable in cash or common stock. The
debenture will be convertible at the holder's option at any time prior to
maturity at a conversion price of equal to 50% of the average trading price of
Premium Financial Services & Leasing , Inc.'s shares over 20 consecutive trading
days. As of the date of this report the Company's stock has not begun trading.
As of June 30, 2002, the Company has $50,381, including accrued interest in
convertible debentures.
NOTE 8 - CONTINGENCIES
The Company at times will have agreements with a funding source to sell
certain receivables with recourse. In the event of the customer's default the
company must repurchase the receivables from the funding source. As of December
31, 2001 and 2000 the company is not contingently liable to such receivables
sold with recourse.
The Company is a defendant in a lawsuit. In the opinion of Company's
management, the lawsuit will not have a material adverse impact on the Company's
financial position, results of operations or cash flows.
F-11
PREMIUM FINANCIAL SERVICES & LEASING, INC.
(Formerly Business to Business)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(Continued)
NOTE 9 - LEASES
The Company leases facilities and equipment under various capital and
operating leases with expiration dates through 2006.
The Company has entered into a lease agreement for its office
facilities. The rental charges are approximately $1,400 per month. The lease
expires in April 2006. On January 14, 2002 the Company entered into a sublease
for additional office space. The rental charge ranges from $3,500 to $6,992 per
month expiring November 30, 2004.
Equipment capitalized under capital leases had fair market value of
$16,342 as of June 30, 2000 (date of acquisition of the equipment and assumption
of the related leases by the Company). Total rental expense for the Company for
the years ended December 31, 2001 and 2000 was $19,885 and $17,077,
respectively, including rent under month-to month leases.
Net minimum rental commitments under all non-cancelable operating leases
are as follows:
Capital Operating
Year Ending December 31, Leases Leases Total
--------------- --------------- --------------
2002 $ 4,755 $ 59,038 $ 63,793
2003 4,755 88,343 93,098
2004 2,379 98,947 101,326
2004 - 31,545 31,545
2005 - 16,800 16,800
--------------- --------------- --------------
Total minimum lease payments due 11,889 294,673 306,562
Less amounts representing interest (1,099) - (1,099)
--------------- --------------- --------------
$ 10,790 $ 294,673 $ 305,463
=============== =============== ==============
The minimum future lease payments under these leases for the next five
years are:
Twelve Months
Ended December 31,
- ----------------------
Real Property Equipment
--------------- --------------
2002 $ 51,300 $ 12,493
-----------------------
2003 72,741 20,357
-----------------------
2004 93,712 7,614
-----------------------
2005 16,800 14,745
-----------------------
2006 16,800 -
-------------------------------------- --------------
Total minimum future lease payments $ 251,353 $ 55,209
=============== ==============
F-12
PREMIUM FINANCIAL SERVICES & LEASING, INC.
(Formerly Business to Business)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(Continued)
NOTE 9 - LEASES (Continued)
- ---------------
The leases generally provides that insurance, maintenance and tax expenses are
obligations of the Company. It is expected that in the normal course of
business, leases that expire will be renewed or replaced by leases on other
properties.
NOTE 10- COMMON STOCK TRANSACTIONS
During the second quarter of 2002, 60,000 shares of common stock were
issued for cash at $.50 per share.
NOTE 11- MERGER/ACQUISITION
On May 21, 2002, the Company finalized a merger agreement with Premium
Financial Services & Leasing, Inc. (Indiana). As a result, the Company acquired
the business and operations of Premium Financial Services & Leasing, Inc.
(Indiana), in exchange for the issuance of a controlling interest in Premium
Financial Services & Leasing, Inc. (Wyoming) shares to the former shareholders
of Premium Financial Services & Leasing, Inc. (Indiana). Under the Plan of
Merger, 4,000,000 shares of Common Stock were issued to the former shareholder
of Premium Financial Services & Leasing, Inc. (Indiana). To record the merger,
additional paid in capital was reduced by $11,439 and retained earnings/deficit
was reduced $68,461. In connection with this merger, the par value of the Common
Stock changed from no par value to $.001. All references in the accompanying
financial statements to the number of Common shares and per-share amounts for
2001 have been restated to reflect the change in par value.
F-13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 2001.
PLAN OF OPERATION
The Company was organized under the laws of the state of Wyoming on July
11, 1997 under the name Business to Business, Inc. On April 8, 2002, the Company
entered into an acquisition agreement with Premium Financial Services & Leasing,
Inc. of Indiana to acquire Premium Financial and its assets and liabilities. Our
shareholders approved the acquisition and we completed the Acquisition on May
21, 2002. Premium Financial was originally founded in September 1995 in Indiana.
As a result of the Acquisition, we issued 4,000,0000 shares of our common stock
to the shareholder of Premium Financial. On May 31, 2002 we filed articles of
amendment to change our name to Premium Financial Services & Leasing, Inc.
pursuant to the closing of the acquisition of Premium Financial.
Prior to the acquisition we had no assets or business operations. We are
engaged in the leasing and finance with a focus on offering medium sized and
small ticket leasing programs to a national network of brokers, vendors and end
users. Our financing solutions allow businesses the ability to acquire the
capital needed to facilitate equipment acquisition, whether the equipment is new
or used.
Premium Financial Services & Leasing's primary objective is to provide
its national network of banking institutions with exclusively tailored leasing
clearinghouse services. To date, it has been able to facilitate lease-financing
deals up to $10,000,000. Moreover, it has the ability to fund lease initiatives
up to $75,000 without the need for financials or tax return documentation from
the lessee. Premium Financial's specific strategy is to:
o Attend to the special funding requirements that national
lender's are currently unable to address towards small and
medium sized businesses as well as start-up's.
o Increase marketing efforts in the areas of direct mail
campaigns, trade show arenas and local and national
advertising.
o Capitalize and expand upon its national network.
o Provide leasing and financing products in all categories.
o Establish the top product development team in the business.
o Channel marketing investments towards awareness.
o Offer the best financing products to entry-level
organizations.
o Create innovative and interactive financial service processes.
o Take advantage of its abilities to deliver high volume and
gross profit margins with minimal incurred costs in order to
invigorate marketing directions.
Premium Financial Services & Leasing's business plan projects expansion
through acquisitions funded mostly with stock but requiring some cash expenses
and consideration. Premium Financial Services & Leasing will need to raise
additional funds through public or private debt or
F-14
equity financing in order to:
o take advantage of anticipated opportunities or acquisitions of
complementary assets, technologies or businesses;
o develop new products; or
o respond to unanticipated competitive pressures.
The future success of Premium Financial Services & Leasing depends in
large part on its ability to manage any achieved growth in its business. For its
business plan to succeed, Premium Financial Services & Leasing will need:
o to expand its business with new and current customers;
o to develop and offer successful new products and services;
o to retain key employees and hire new employees; and
o to ensure that any future business that may be developed or
acquired will perform in a satisfactory manner.
These activities are expected to place a significant strain on the
Company's resources. Also, Premium Financial Services & Leasing cannot guarantee
that any of these will occur or that Premium Financial Services & Leasing will
succeed in managing the results of any success in its business plan.
RESULTS OF OPERATIONS
The Company had $78,875 and $130,009 in sales and sales revenues for the
three and six months ended June 30, 2002 and $129,464 and $270,692 for the three
and six months ended June 30, 2001. Revenues consisted primarily of fees
collected for the management and sale of leasing agreements.
The Company had $47,806 and $86,403 in selling and marketing expenses
for the three and six months ended June 30, 2002 compared to $85,712 and 158,058
for the three and six months ended June 30, 2001. General and administrative
expenses were $77,925 and $126,456 for the three and six months ended June 30,
2002 and $39,250 and $88,139 for the three and six months ended June 30,2001.
The Company recorded net loss of ($55,947) and ($92,087) for the three
and six months ended June 30, 2002 compared to income of $4,502 ad $24,495 for
the same periods in 2001. The net loss in 2002 is partly attributable with the
merger between Business to Business and Premium Financial Services and Leasing
(Indiana).
CAPITAL RESOURCES AND LIQUIDITY
At June 30, 2002, the Company had total current assets of $45,513 and
total assets of $65,143 as compared to $33,030 current assets and $130,336 total
assets at December 31, 2001. The Company had a net working capital deficit of
$74,870 and $60,067 at June 30, 2002 and December 31, 2001.
F-15
Net stockholders' equity (deficit) in the Company was ($106,893) and
$30,194 as of June 30, 2002 and December 31, 2001.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
During the second quarter of 2002, 60,000 shares of common stock were issued for
cash at $.50 per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The following documents are filed herewith or have been included as
exhibits to previous filings with the Commission and are incorporated
herein by this reference:
Exhibit No. Exhibit
2.1 Acquisition Agreement between Registrant and Premium Financial
(1)
3 Articles of Incorporation (2)
3.2 Bylaws (2)
3.1 Amended Articles of Incorporation (2)
99.1 Certification Pursuant to 18 U.S.C. ss 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
F-16
99.2 Certification Pursuant to 18 U.S.C. ss 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
(1) Incorporated herein by reference from Registrant's Schedule 14C,
Registration Statement, dated May 2, 2002
(2) Incorporated herein by reference from Registrant's Form 10SB12G,
Registration Statement, dated December 17, 1999
* Filed within
(b) Reports on Form 8-K.
The Company filed a Current Report on May 21, 2002 for Items 1, 2 and 6
to provide information regarding change in control and acquisition of
Premium Financial.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Premium Financial Services & Leasing, Inc.
August 23, 2002 /s/ Michael Gooch
-----------------------
Michael Gooch
President, CEO and Director
(Principal Executive Officer)
August 23, 2002 /s/ Dennis Kluzke
-----------------------
Dennis Kluzke
CFO and Director
(Principal Financial Officer)
F-17