UNITED STATES
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 June 30, 2003
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 000-________
AUGRID CORPORATION
(Exact name of registrant as specified in its charter)
AUGRID OF NEVADA, INC.
(Former name of registrant)
Nevada 34-1878390
- ------------------------------ --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2275 East 55th Street
Cleveland, Ohio 44103
(Address of principal executive offices)
(216) 426-1589
(Registrant's telephone number, including area code)
Check 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, and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
As of August 12, 2003, there were 462,583,480 shares of the Registrant's
common stock, par value $0.001 issued and outstanding.
AuGRID CORPORATION
JUNE 30, 2003 QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS
Special Note Regarding Forward Looking Information
................................................................................
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements........................................Page 3
Item 2. Management's Plan of Operation..............................Page 13
Item 3. Controls and Procedures.....................................Page 17
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.......................Page 17
Item 4. Submission of Matters to a Vote of Security Holders.............Page 18
Item 6. Exhibits........................................................Page 18
References in this report to the "Company", "we", "us", "our" and similar terms
means Augrid Corporation, a Nevada corporation.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The following cautionary statements identify important factors that could
cause our actual results to differ materially from those projected in the
forward-looking statements made in this Quarterly Report on Form 10-QSB. Any
statements about our beliefs, plans, objectives, expectations, assumptions or
future events or performance are not historical facts and may be
forward-looking. These statements are often, but not always, made through the
use of words or phrases such as "will likely", "are expected to", "should", "is
anticipated", "estimated", "intends", "plans", "projection" and "outlook". Any
forward-looking statements are qualified in their entirety by reference to
various factors discussed throughout this Quarterly Report and discussed from
time to time in our filings with the Securities and Exchange Commission. Among
the significant factors that could cause our actual results to differ
materially from those expressed in the forward-looking statements are:
- - the potential risk of delay in implementing our business plan;
- - the market for products; and
- - the need for additional financing.
Because the factors referred to above could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements, persons should not place undue reliance on any of these
forward-looking statements. In addition, any forward-looking statement speaks
only as of the date on which it is made, and we undertake no obligation to
update any forward-looking statement or statements to reflect events or
circumstances after the date on which the statement is made, to reflect the
occurrence of unanticipated events or otherwise. New factors emerge from time
to time, and it is not possible for us to predict which will arise or to assess
with any precision the impact of each factor on our business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Auditor's Report
Consolidated Balance Sheets as of June 30, 2003 and June 30, 2002
Consolidated Statements of Income for the six months ended June 30,
2003 and 2002
Consolidated Statements of Operations as of June 30, 2003 and June
30, 2002
Consolidated Statements of Stockholders' Deficit for the six months
ended June 30, 2003 and June 30, 2002
Consolidated Statements of Cash Flows as of June 30, 2003 and
June 30, 2002
Notes to Consolidated Financial Statements
3
HENRY L. CREEL CO., INC.
Certified Public Accountant
(216)491-0800
FAX (216)491-0803
To the Board of Directors and Stockholders of
AUGRID CORPORATION
ACCOUNTANT'S REVIEW REPORT
We have reviewed the accompanying balance sheet of AuGRID CORPORATION (A Nevada
Development Stage Company) as of June 30, 2003, and the related statement of
income, retained earnings and cash flows for the six months period ended June
30, 2003, in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants. All
information included in this financial statement is the representation of the
management of the AuGRID CORPORATION
A review consists principally of inquires of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
As discussed in note 1, the Company has a going concern problem. Without
realization of additional capital and source of revenue, it would be unlikely
for the Company to continue as a going concern.
Based on my reviews, with the exception of the matter described in the above
paragraph, we are not aware of any material modifications that should be made
to the accompanying financial statements in order for them to be in conformity
with generally accepted accounting principles.
Henry L Creel Co., Inc
Cleveland, Ohio
August 10, 2003
3587 LEE ROAD SHAKER HEIGHTS, OHIO 44120
4
AUGRID CORPORATION
AND SUBSIDIARIES
(A Development Stage Company)
Interim Consolidated Balance Sheets
As of June 30, 2003
ASSETS
CURRENT ASSETS JUNE 30 DECEMBER 31
- -------------- ------- -----------
2003 2002
---- ----
Cash $ 21,250 $ 1,974
Accounts Receivables 500,850 -0-
---------- --------------
Total Current Assets 522,100 1,974
PROPERTY AND EQUIPMENT (NOTE 1)
Machinery And Equipment 69,119 69,119
Furniture And Fixtures 7,686 7,686
Office Equipment 14,176 14,176
------ -------------
Total Property At Cost 90,981 90,981
Less: Accumulated Depreciation (65,115) ( 65,115)
----------- -------------
Net Property and Equipment 25,866 25,866
----------- -------------
OTHER ASSETS
Deposits Building Construction 21,341 21,341
----------- -------------
Total Other Assets 21,341 21,341
----------- -------------
TOTAL ASSETS $ 569,307 $ 49,181
============ =============
See review report and notes to financial statements.
5
AUGRID CORPORATION
AND SUBSIDIARIES
(A Development Stage Company)
Interim Consolidated Balance Sheets
As of June 30, 2003
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES JUNE 30, DECEMBER 31
- -------------------
2003 2002
---- ----
Accounts Payable $ 63,379 $ 65,558
Accounts Payable to Related Parties(Note 3) 220,000 213,750
------------ -------------
Total Current Liabilities 283,379 279,308
LONG-TERM DEBT
Notes Payable to Stockholders (Note 7) 723,350 673,350
----------- -------------
Long-Term Debt 723,350 673,350
----------- -------------
Total Liabilities 1,006,728 952,658
------------- ------------
STOCKHOLDERS' EQUITY
Preferred Stock $ 0.001 par value
10,000,000 shares authorized and 317,500
shares issued and outstanding 318 318
Common stock- with $0.001 par value
90,000,000 shares
Authorized; Shares outstanding:
June30, 2003 - 212,583,480 shares
Dec 31, 2002 - 13,216,813 shares
Dec 31, 2001 - 64,364,720 shares
Dec 31, 2000 - 58,268,469 shares
Dec 31, 1999 - 49,889,348 shares
Dec 31, 1998 - 46,629,414 shares 2,125,835 13,217
Additional paid in capital 4,549,458 4,517,459
Deficit accumulated during
the development stage (7,113,033) ( 5,434,471)
----------- ------------
Total Stockholders' Equity (Deficit) ( 437,422) ( 903,477)
------------ -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 569,307 $ 49,181
============= =============
See review report and notes to financial statements.
6
AUGRID CORPORATION
AND SUBSIDIARIES
(A Development Stage Company)
Interim Consolidated Statements of Operations
For the Period Ended June 30, 2003
Three Months Ended Six Months Ended
2003 2002 2003 2002
---- ---- ---- ----
Revenue
Net Sales (Note 1) -0- -0- -0- -0-
Cost and Expenses
Write -Off License
Agreement (Note 1H) -0- -0- -0- -0-
General and Administrative
Income (Loss) Before Depreciation ( 1,507,618) ( 81,060) (1,678.562) ( 248,773)
Amortization -0- -0- -0- -0-
Depreciation ( -0-) ( -0-) ( -0-) ( -0-)
------------ -------------- ------------ ------------
Income (Loss) Before Income Taxes ( 1,507,618) ( 163,656) (1,678,562) ( 248,773)
Provision for Income Taxes (Note 2) -0- -0- -0- -0-
------------ -------------- ------------ ------------
Net Income (Loss) $(1,507,618) $( 163,656) $(1,678,562) $( 248,773)
============ ============== ============ ============
Basic and Diluted (.01) (.05) (.01) (.04)
Loss Per Share
See review report and notes to financial statements.
7
AUGRID CORPORATION
AND SUBSIDIARIES
(A Development Stage Company)
Interim Consolidated Statement of Stockholders' Deficit
As of June 30, 2003
SHARES OF ADDIT. ACCUM ACCUM
COMMON COMMON PAID IN PRIOR TO AFTER
STOCK STOCK CAPITAL MARCH 18 MARCH 18TOTAL
----- ----- ------- -------- -------------
Balance at
March 8, 1998 (429,352) (429,352)
Balance at
December 31, 1998 46,629,414 46,629 1,473,469 (429,352) 1,520,098
Net Loss (590,366) 500,380
Balance at
December 31, 1999 49,889,348 50,207 1,945,304 (1,019,718) 975,475
Net Loss ( 675,719) 300,074
Balance at
December 31, 2000 58,268,469 58,586 3,653,639 (1,695,437) 2,016,470
Net Loss (1,171,377) 845,411
Balance at
December 31, 2001 64,364,720 64,683 3,861,286 (2,866,814) 1,058,837
Net Loss (1,889,445) (840,280)
Reverse Split
50 to 1 (51,147,907)
Balance at
December 31, 2002 13,216,813 13,535 4,517,459 (5,434,471) (903,477)
Net Loss ( 678,212)
Net Loss ( 1,678,562)
Balance at
June 30, 2003 212,583,348 2,126,153 4,549,458 (429,352) (7,113,033) ( 437,422)
See review report and notes to financial statements.
8
AUGRID CORPORATION
AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
As of June 30, 2003
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $(1,678,562) $ ( 678,212)
Adjustments to reconcile Net Income to
Net Cash provided by Operating Activities:
Depreciation -0- 23,454
Changes in Operating Assets and Liabilities Net:
(Increase) Decrease In Accounts Receivables ( 500,850) -0-
Increase(Decrease) in Accounts
Payable Related Parties 6,250 (86,000)
Increase in Accounts Payables ( 1,613) 1,613
------------- ------------
Net Cash (Used) by Operating Activities (2,174,775) ( 739,145)
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in Deposits-Building Construction -0- -0-
Increase in Licensing Agreement -0- -0-
Purchase of Property and Equipment -0- -0-
------------- -------------
Net Cash Used in Investing Activities -0- -0-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Common Stock Issuance 2,144,051 613,976
Proceeds from Notes Payable- to Stockholders 50,000 119,650
------------- ------------
Net Cash Provided by Financing Activities 2,194,051 733,626
------------- ------------
Increase ( Decrease) in Cash and Cash Equivalents 19,276 ( 5,519)
Cash and Cash Equivalents at Beginning of Year 1,974 7,493
----------- ------------
Cash and Cash Equivalents at End of Year $ 21,250 $ 1,974
============ ============
See review report and notes to financial statements.
9
AUGRID CORPORATION
AND SUBSIDIARIES
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2003
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization
AUGRID CORPORATION, (a Development Stage Company) whose name was
changed from Augrid of Nevada, Inc in August 17, 2002 formed under
the laws of the State of Nevada. It is a development stage company
whose primary business is a technology development firm
specializing in Thin Cathode Ray Tube (TCRT) technology. The
Company currently has no operating income and, in accordance with
SFAS #7 is considered a Development Stage Company.
B. Basis of Presentation
The financial records of the company are maintained on the accrual
basis of accounting. The accompanying financial statements have
been prepared on the going concern basis which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business in accordance with generally accepted
accounting principles.
C. Property and Equipment
All property and equipment is stated at cost. The Company provides
for depreciation, using the straight line method, over the
estimated useful lives of the respective assets, as follows:
Years
Machinery and Equipment $ 69,119 10
Furniture and Fixtures 7,686 10
Office Equipment 14,176 10
----------
Total Property & Equipment $ 90,981
==========
Major renewals and improvements of property and equipment are
capitalized, while replacements, maintenance and repairs
which do not improve or extend the lives of the assets are
charged against current operations.
When property and equipment is disposed of, any gain or loss
is included in current operations.
D. Use of Estimates
The preparation of financial statements in conformity with
general accepted accounting principles require management to
make estimate and assumptions that affect the reported
amounts of assets and liabilities at the date of the
financial statement and the reported amounts of revenue and
expenses during the reported period. Actual results could
differ from those estimates.
E. Going Concern
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a
going concern, which contemplates the realization of assets
and liquidation of liabilities in the normal course of
business. However, the Company has no current source of
revenue. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern.
The financial statements do not include any adjustments
relating to the recoverability and classification of recorded
assets or the amount and classification of liabilities which
might be necessary should the
10
company continue as a concern. The Company's continuation as
a going concern is dependent upon its ability to generate
sufficient cash flows to meet its obligations on a timely
basis, to obtain additional financing as may be required, and
ultimately to attain successful operations. It is
management's plan to begin producing sales in late 2003.
F. Research and Development Expense
The Company's policy relating to research and development and
patent development cost are expensed when incurred except R&D
machinery, equipment, and facilities which have alternative
future uses either in R&D activities or otherwise. Machinery,
equipment and facilities, which have alternate future uses,
should be capitalized. All expenditures in conjunction with
an R&D project, including personnel cost, materials,
equipment, facilities, and intangibles, for which the Company
has no alternative future use beyond the specific project for
which the items were purchased, are expensed.
G. Revenue Recognition
The Company has no current source of Revenue.
H. Impairment of Long-Lived Assets & Long -Lived Assets to Be
Disposed Of
Statement of Financial Accounting Standards No. 121,
"Impairment of Long-Lived Assets" (SFAS 121), requires the
Company to review for possible impairment, assets to be held
for use and assets held for disposal, whenever events or
changes in circumstances indicate that the carrying amount
may not be recoverable, and in such event, to record an
impairment loss. The Company adopted SFAS 121 in 1998 and
evaluated the recoverability of long lived assets at its
properties. Initial adoption of SFAS 121 in 1998 did not have
a material impact on the Company's financial condition or
results of operations.
Up to 2000, the Company recorded a charge of $1,822,907 from
continuing operations relating to an impairment loss on other
assets. Approximately $1,450,000 was due to a current
Licensing Agreement while $373,383 was due to a prior
Licensing Agreement. The Company's revenue, which was
anticipated from future agreements of this type, had not been
realized as anticipated, therefore resulting in and
impairment loss on intangible assets.
I. Principals of Consolidation
Summit Media LLC
Effective October 31, 2002, the company acquired 51% of
Summit Media, LLC It will be used as a distribution chain for
it products. The acquisition was accounted under the purchase
method of accounting. As part of the agreement Augrid
Corporation will not be obligated to pay any additional
amounts in 2003 or 2004 based on the agreement. All
significant intercompany accounts and transactions have been
eliminated. Subsidiary losses in excess of the unrelated
investors' interest are charged against the company interest.
Changes in the Company's proportionate share of the
subsidiary equity resulting from the additional equity
transaction in the consolidation with no gain recognition due
to the development stage of the subsidiaries and uncertainty
regarding the Company's ability to continue as a going
concern
NOTE 2 LICENSING AGREEMENT
The company has an agreement with Ceravision Limited.
Ceravision has developed and is developing certain technology
relating to ceramic-based field emission flat screen displays
and hold certain patent applications and other intellectual
property rights in relation to such technology and in
relation to manufacturing processes and equipment to produce
and sell such displays and components for
11
incorporation into such displays. The cost incurred in
relation to this licensing agreement is capitalized. The cost
is amortized over a period of 5 years.
NOTE 3 ACCOUNTS PAYABLE TO RELATED PARTIES
The Company entered into consulting agreements with certain
stockholders (the "Stockholders"). The Company has violated
its agreements by being delinquent in its payment to these
Stockholders. At June 30, 2003 the company owed these related
parties (Stockholders) the following amounts $100,000, and
$120,000 totaling $220,750.These amounts relates to unpaid
consulting fees and cash advance to company made by
Stockholders not repaid. All amounts due on demand with no
interest.
NOTE 4 INCOME TAXES
There was no provision for Federal Income tax during 2003 or
2002 because of an unexpired net operating loss carry
forward.
Carryforward
Year Ended Amount Available to Year
---------- ------ -----------------
December 31, 1998 1,019,718 2013
December 31, 1999 675,719 2014
December 31, 2000 1,171,377 2015
December 31, 2001 1,889,445 2016
December 31, 2002 678,212 2017
June 30, 2003 1,678,562 2018
The Company has a net operating loss carryforward of
$7,113,033 which expires, if unused, in the years 2013 to
2018. The following is a reconciliation of the income tax
benefit computed at the federal statutory rate with the
provision for income taxes for the period ended 2002 and
2003.
2002 2003
---- ----
Income tax benefit at the statutory rate (34%) 678,212 1,678,562
Change in valuation allowance
State tax, net of federal benefit
Non-included items
Provision for income taxes 0 0
============= ==========
NOTE 5 CAPITALIZATION
On March 1, 1998, Augrid Corporation`s current controlling
stockholders purchased controlling interest in Ironwood
Ventures via the purchase of approximately 4,616,111 shares
of Common Stock of Ironwood Ventures' in private
transactions. This represented approximately 62.2 percent
(62.2%) of Ironwood Ventures' issued and outstanding Common
Stock.
On March 2, 1998, Ironwood Ventures' executed a forward stock
split of its stock, 6.06571228 to 1. In addition, Ironwood
Ventures' increased its authorized shares to 90,000,000
common shares, par value $0.001, 10,000,000 preferred shares,
par value $0.001, and changed its name to AuGRID of Nevada,
Inc
On March 12, 1998, Ironwood Ventures' - now called AuGRID of
Nevada, Inc - executed an asset purchase agreement purchasing
substantially all of the assets of Augrid Corporation, a
Delaware corporation hereinafter referred to as "Augrid of
Delaware", a company under common control by the control
stockholders of the Ironwood Ventures', for 1,000,000 newly
issued shares of the Ironwood Ventures'. This was not a third
party, arms length transaction, and due to the development
stage and specialized nature of the assets\technology that
Ironwood Ventures' purchased, the Company's
12
management is unable to determine how this transaction would
compare to a similar arms length transaction. The shares of
common stock were spun off to Augrid of Delaware shareholders
on a pro-rate basis on March 13, 1998.
On August 17, 2002 at the Company's annual shareholders
meeting the Company changed its name to AuGRID Corporation
and initiated a 50 to 1 reverse split which decreased the
amount of shares outstanding to 13,216,813 outstanding at
March 31, 2003.
NOTE 6 NET LOSS PER SHARE
The Company follows the provisions of Statement of Financial
Accounting Standards No. 128, earnings per share (SFAS 128)
The following table presents the calculation.
Net Loss $ 1,678,562
Basic:
Weighted average share of
Common stock outstanding 212,583,480
----------------
Basic net loss per share (.01)
Pro forma:
Shares used above 212,583,480
Pro forma adjusted to reflect
Weighted affect of assumed
Conversion of preferred stock 317,500
----------------
Shares used in computing pro forma
Basic net loss per share 212,900,980
----------------
Pro forma basic net loss per share (.01)
NOTE 7 NOTES PAYABLE TO STOCKHOLDERS
Notes payable to Stockholders represents demand notes that
matured on 01/28/01 with interest at 12%. The matured notes
were converted into 18 Month Demand notes at 10% interest
totaling $ 723,350
Notes Payable to Stockholders- Long Term $ 723,350
NOTE 8 RECLASSIFICATION
Certain balances have been reclassified in the 2001 and from
inception to March 31, 2003 consolidated financial statements
to conform to the 2003 presentation.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this
Quarterly Report. Certain statements in this Quarterly Report, which are not
statements of historical fact, are forward-looking statements. See "Special
Note Regarding Forward-Looking Information" on Page 2.
General
The Company is a research and development company in the development
stage. Our predecessor was formed under the name Ironwood Ventures, Inc.
("Ironwood") by the filing of Articles of Incorporation with the Secretary of
State of the
13
State of Nevada on August 4, 1995. On March 2, 1998, following a change of
control, we changed our name to Augrid of Nevada, Inc. We effectively commenced
operations on March 15, 1998. On August 30, 2002, we changed our name to AuGRID
Corporation.
The Company's executive offices are located at 2275 East 55th Street, II-
Floor, Cleveland, Ohio 44103, and its telephone number is 216.426.1589.
The Company has an exclusive license to use a certain thin cathode ray
tube technology to manufacture and market flat panel display products for the
transportation industry. Although the Company has no current manufacturing or
sales operations utilizing its rights to such technology, it intends, within
the next eighteen months, to begin the manufacturing process as well as
continuing the distribution of LCD, Plasma and other flat panel devices. In
addition, the Company recently signed a letter of intent to acquire an
electronic transaction processing company to complement its distribution
operation.
INDUSTRY BACKGROUND
During the last 25 years, flat-panel displays (small, lightweight, and flat
instruments that display digital information, "FPD") have been undergoing
technological improvements to provide a better quality image. In addition, the
growth of FPD sales is being accelerated by the emerging portable electronic
products market, as evidenced by the vigorous emergence of small, portable
video cameras, portable video games, handheld television sets, video displays
in the rear seats of vans, and personal digital assistants. As FPD sales grow,
however, most customers seem to become dissatisfied with the cost, performance
and availability tradeoffs inherent in the current technology used in FPDs.
This dissatisfaction presents an opportunity for the products and technology
that the Company offers.
PRODUCTS
By employing the use of vacuum microelectronics technology, the Company's
licensor in conjunction with a British research facility has developed a very
thin device called field emission display ("FED") that provides a technological
breakthrough in cathode ray tube ("CRT") monitors. These FEDs are
high-resolution, full-color displays with all of the operating characteristics
of a standard cathode ray tube. FEDs are solid-state vacuum displays that are
based on the emission of electrons from a multiple-thin-film, micron-size,
field-emission cathodes arrayed on a flat-glass substrate. Because the display
is matrix addressed, row and column-patterned electrodes, the advantages of a
line-at-a-time digital address is retained. As a result, the FED becomes a
truly flat, low-power display with high resolution and high brightness; in
addition, the patented spacer technology from the Company's licensor's British
facility allows for a glass thickness of 8 mm, resulting in a FPD that will be
thin, light, and scalable to larger sizes without increasing the glass
thickness.
This new product will be able to provide a reliable, low-power,
video-addressable color FED at a low cost. It initially will be targeted to the
automotive industry, proven successful with target sales and marketing goals.
14
The Company will seek and negotiate additional applications, including computer
monitor and on-the-wall television applications.
Initially the Company will produce for the automobile industry, although the
thin cathode ray tube ("TCRT") technology is designed to also meet the demands
of other applications, including outdoor video advertising, television and
computer monitors, as well as commercial, medical and military screen
applications. Management recognizes that the technology will address three
basic market demands - lower cost, power efficiency and performance level. The
Company's goal is to become a broad-based provider of display screens and
monitors. However, the Company does not yet manufacture any products employing
this technology. Currently the Company's products are restricted to those
employing liquid crystal display technology, and these products, although
limited, are beginning to be distributed by a distribution arm formed by the
Company, currently referred to as Summit Media Systems, LLC.
In addition, AuGRID has also established a west coast presence with the
addition of a microelectronics division, AuGRID Microelectronics. This division
is currently shipping sample products to qualify pieces for the bio-medical
industry.
RESEARCH AND DEVELOPMENT
The Company spent approximately $1,350,000 in 2000 and $100,000 in 2001 for
research and development costs, an aggregate of approximately $1,450,000 for
the last two fiscal years. Although the Company currently is producing no FPD
products and has no customers for such products, it expects that these costs
ultimately will be recovered in the prices it charges for its FPD products.
Of the amount spent in 2000, $1,000,000 was paid to CeraVision Limited
("CeraVision") as a part of a $3,000,000 fee for its services in developing
certain flat panel display prototypes and building manufacturing lines for the
purpose of producing such displays. There have been some disagreements between
the Company and CeraVision with respect to the prototypes that were delivered.
The second $1,000,000 installment of the fee is due on demand, but CeraVision
has withheld demand while the Company is exploring its options. The final
$1,000,000 installment of the fee will not be due until the Company receives
the last of ten (10) prototype production lines complying with certain
specifications. The remaining $350,000 amount in 2000 and the $100,000 amount
in 2001 were paid to CeraVision for other FPD research and development services
not covered by the $3,000,000 fee.
PATENT LICENSE; ROYALTIES
The Company has obtained an exclusive patent license from CeraVision to use
certain ceramic-based field emission flat panel display technologies to
manufacture and market products for the transportation industry. Pursuant to
the terms of the license, the Company will be required to pay royalties to its
licensor. These royalties are based upon production. On July 1, 2001, the
Company became subject to a minimum quarterly royalty payment in the amount of
$500,000, irrespective of production, for the fiscal quarter ended September
30, 2001. Although the first payment was due on October 7, 2001, the licensor
has deferred the Company's obligation to make any royalty payments due to the
disagreements discussed above in Research and Development.
15
MARKETING STRATEGIES
Advertising
The Company's goal over the next two years is to create enough visibility to
support its product line in the domestic automobile industries as well as
foreign markets. To accomplish this, the Company will advertise in various
trade publications and business magazines, keeping track of the results to
maximize the return of its advertising expenses and attend trade shows in
America and abroad for distribution of all products including the LCD and
Plasma units being featured by its distribution subsidiary.
Sales
Initially the Company plans to sell directly to 1st and 2nd tier original
equipment manufacturers. Management also has identified several large retail
buying associations, such as NATM Buying Corporation. Each buying association
represents a substantial number of large electronic appliance retailers that
may be interested in acquiring flat-panel screens in large quantities for
regional distribution among buying group members. These channels are currently
being utilized by the distribution arm of AuGRID.
Goals
The worldwide display market is currently $40 billion per year, and it is
projected to be over $60 billion by 2005; the FPD market is approximately $9.5
billion and estimated to be $35 billion by 2005. Management believes its FPD
will have the potential to displace other display technologies because of its
cost effectiveness, efficiency and overall advanced product.
Management also anticipates developing strong ties with major computer
manufacturers, such as Dell, Gateway, Phillips in Europe and IBM in America.
Although these relationships are not currently solidified, the Company's goal
is to become synonymous with leading-edge technology in the laptop and
desk-mounted computer monitor market and the evolving television industry, such
as wall-mounted digital televisions. The Company is committed to the production
and distribution of superior display technology products that are exclusively
designed to change the way people see things.
REGULATION
Existing or probable governmental regulations have not had (and are not
expected to have) any material impact on the Company's operations, and the
costs and effects of compliance with federal, state and local environmental
laws are minimal.
EMPLOYEES
The Company has four full-time employees and no part-time employees. The
Company's management team currently is comprised of four persons, a Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer and a Vice
President of Communications/Secretary. However, through consultation with
advisors and board members, management has identified key personnel who may be
available to fill management positions, as soon as the Company has the funds to
compensate them. These include, but are not limited to, an Executive Vice
President, a Controller, a Vice President of Manufacturing and a Vice
16
President of Sales. The Company also intends to hire experienced high-tech
sales personnel.
ITEM 3. CONTROLS AND PROCEDURES
As required by new Rules 13a-15 and 15d-15 of the Securities Exchange Act of
1934, within the 90-day period prior to the filing of this report and under the
supervision and with the participation of our management, including our chief
executive officer and chief financial officer, we have evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures. Based on such evaluation, our chief executive officer and chief
financial officer have concluded that such disclosure controls and procedures
are effective in ensuring that material information relating to our company,
including our consolidated subsidiaries, is made known to the certifying
officers by others within our company and our consolidated subsidiaries during
the period covered by this report.
There were no significant changes in our internal controls for financial
reporting or in other factors that could significantly affect such internal
controls subsequent to the date of such evaluation. In connection with the new
rules, we are currently in the process of further reviewing and documenting our
disclosure controls and procedures, including our internal accounting controls,
and may from time to time make changes aimed at enhancing their effectiveness
and to ensure that our systems evolve with our business.
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In August 2002, the Company issued 3,759,500 shares of the common stock to
certain of the Company's officers as in return for such officer forgiving the
Company's obligation to pay them back salary in the aggregate amount of
$375,950. The issuance was made in a private transaction, exempt from the
registration requirements under the Securities Act of 1933 under Section 4(2)
under such Act.
In September 2002, the Company issued 1,806,800 shares of the common stock to
certain consultants for providing services to the Company. The issuance was
made in a private transaction, exempt from the registration requirements under
the Securities Act of 1933 under Section 4(2) under such Act.
In September 2002, the Company issued 507,286 shares of the common stock to
certain investors for investing in the Company at the purchase price of $0.10
per share. The issuance was made in a private transaction, exempt from the
registration requirements under the Securities Act of 1933 under Section 4(2)
under such Act.
In June 2003, the Company issued 31,666,667 shares of the common stock to
certain of the Company's officers as in return for such officer forgiving the
Company's obligation to pay them back salary in the aggregate amount of
$475,000. The issuance was made by the filing of Form S-8 Registration
Statement under the Securities Act of 1933.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 15, 2003, at a special meeting of the shareholders, the following
persons were elected as Directors of the Company:
M.J. Shaheed
Mary F. Sloat-Horoszko
Anthony Cooper (who later resigned on April 22, 2003)
Michael Young
Stan Chapman
The only matter voted upon at the meeting was the election of the foregoing
directors. 478,356,665 votes were cast for each nominee, 0 votes were cast
against or withheld, and there were 0 abstentions and broker non-votes.
On June 20, 2003, at a special meeting of the shareholders, the Articles of
Incorporation were amended to provide for an increase in the number of
authorized Common shares of the Company. 212,583,480 votes were cast for the
amendment, 0 votes were cast against or withheld, and there were 0 abstentions
and broker non-votes.
ITEM 6. EXHIBITS
(a) Exhibit 23 - Consent of Certified Public Accountants
Exhibit 31 - Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32 - Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports of Form 8-K:
On March 26, 2003, the Company filed a Current Report on Form 8-K,
reporting under Item 1, Changes in Control of Registrant, the removal
of Earle B. Higgins and Cecil Weatherspoon as Directors, and the
election of M.J. Shaheed, Mary F. Sloat-Horoszko, Anthony Cooper,
Michael Young and Stan Chapman as Directors.
On August 6, 2003, the Company filed a Current Report on Form 8-K,
reporting under Item 6, Resignation of Director, the resignation of
Anthony Cooper as a Director and Chief Technical Officer as of April
22, 2003.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
AuGRID Corporation
By:/S/ M. J. SHAHEED
----------------------------------
M. J. Shaheed
President, Chief Executive
Officer and Chairman
Date: August 14, 2003
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the dates indicated.
By: /S/ M. J. SHAHEED
-----------------------------
M. J. Shaheed,
Chief Executive Officer and
Chairman (principal executive officer), Director
Date: August 14, 2003
By: /S/ MARY F. SLOAT-HOROSZKO
-------------------------
Mary F. Sloat-Horoszko, Secretary, Director
Date: August 14, 2003
By: /S/ MICHAEL D. YOUNG
------------------------
Michael D. Young, COO, Director
Date: August 14, 2003
By: /S/ STAN CHAPMAN
-------------------------
Stan Chapman, Treasurer, CFO, Director
Date: August 14, 2003
By: /S/ ESSA MASHNI
-------------------------
Essa Mashni, Director
Date: August 14, 2003
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EXHIBIT INDEX
(a) Exhibit 23 - Consent of Certified Public Accountants
Exhibit 31 - Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32 - Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.