SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
[ ] 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 333-46672
CIK Number 0001123580
ALBION AVIATION, INC.
(Exact Name of small business issuer as specified in its charter)
Delaware 33-0619254
(State or other Jurisdiction of I.R.S. Employer Identi-
Incorporation or Organization fication
No.)
24351 Pasto Road, #B, Dana Point, California 92629
(Address of Principal Executive Offices) (Zip Code)
(949) 489-2400
(Issuer's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant (i) 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 (ii) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Common Stock, $.001 par value 1,018,000
- ---------------------------------- ---------------------
Title of Class Number of Shares outstanding
at June 30, 2001
Transitional Small Business Format Yes No X
No exhibits included.
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ALBION AVIATION, INC.
(A Development Stage Company)
Consolidated Balance Sheet
December 31, June 30,
2000 2001
Assets
Current assets - cash $ 7,549 $ 20,728
Aircraft, net of accumulated
depreciation of $61,184 and $74,509 98,716 85,391
Asset held for sale -- 55,000
Total Assets $ 106,265 $ 161,119
Liabilities and Stockholders' Deficit
Current liabilities:
Related party payables $ 1,249 $ --
Current portion of
long-term debt 18,558 19,526
Total current liabilities 19,807 19,526
Long-term debt 92,746 81,150
Stockholders' deficit:
Preferred stock; $.001 par value;
1,000,000 shares authorized; no
shares issued and outstanding -- --
Common stock; $.001 par value;
20,000,000 shares authorized;
1,000,000 and 1,018,000 shares
issued and outstanding 1,000 1,018
Additional paid-in capital 112,757 203,988
Deficit accumulated during the
development stage (120,045) (144,563)
Total stockholders' deficit $ (6,288) $ (60,443)
Total liabilities and
stockholders' deficit $ 106,265 $ 161,119
See accompanying notes to consolidated financial
statements.
2
ALBION AVIATION, INC.
(A Development Stage Company)
Consolidated Statement of Operations
Cumulative
Three Months Ended Six Months Ended Amounts
June 30, June 30, Since
2001 2000 2001 2000 Inception
Revenue $-- $ -- $-- $ -- $--
Costs and expenses:
General and administrative
expenses 9,297 6,752 18,837 15,148 115,087
Interest expense 2,385 3,345 5,681 6,092 29,476
$ 11,682 $ 10,097 $ 24,518 $ 21,240 $ 144,563
Loss before income taxes $ (11,682) $ (10,097) $ (24,518) $ (21,240) $(144,563)
Income taxes - current -- -- -- -- --
Net loss $ (11,682) $ (10,097) $ (24,518) $ (21,240)$ (144,563)
Loss per share -
basic and diluted $ (.01) $ (.01) $ (.02) $ (.02)
Weighted average common
shares - basic and diluted 1,012,000 1,000,000 1,006,000 1,000,000
See accompanying notes to consolidated financial
statements.
3
ALBION AVIATION, INC.
(A Development Stage Company)
Consolidated Statement of Cash Flows
Cumulative
Six Months Ended Amounts
June 30, Since
2001 2000 Inception
Cash flows from operating activities:
Net loss $ (24,518) $ (21,240) $(144,563)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 13,325 13,325 75,524
Increase in related party payables -- 148 1,249
Net cash used in
operating activities (11,193) (7,767) (67,792)
Cash flows from investing activities:
Purchase of aircraft (55,000) -- (71,000)
Organization costs -- -- (1,015)
Net cash used in
investing activities (55,000) -- (72,015)
Cash flows from financing activities:
Principal payments on long-term debt (10,628) (8,380) (43,224)
Contributions to capital -- 26,004 112,742
Issuance of common stock 90,000 -- 91,015
Net cash (used in) provided by
financing activities 79,372 17,624 160,533
Net (decrease) increase in cash 13,179 9,857 20,728
Cash, beginning of period 7,549 -- --
Cash, end of period $ 20,728 $ 9,857 $ 20,728
See accompanying notes to consolidated financial
statements.
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ALBION AVIATION, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2001
1. Interim Financial Statements
The accompanying financial statements are unaudited, but in the opinion of
the management of the Company, contain all adjustments, consisting of only
normal recurring accruals, necessary to present fairly the financial
position at June 30, 2001, the results of operations for the three and six
months ended June 30, 2001 and 2000, and the cash flows for the six months
ended June 30, 2001 and 2000.
Reference is made to the Company's Form 10-KSB for the year ended December
31, 2000. The results of operations for the three and six months ended June
30, 2001 are not necessarily indicative of the results of operations to be
expected for the full fiscal year ending December 31, 2001.
2. Related Party Transactions
At June 30, 2001 and December 31, 2000, the Company owed the Company's
president and majority shareholder $0 and $1,249, respectively. The
advances are unsecured, non-interest bearing and have no specific repayment
terms. The advance of $1,249 were forgiven and contributed to capital on
the close of the public offering.
3. Public Offering
In February 2001, the Company's initial public offering of its common
stock, registered on Form SB-2, was declared effective by the Securities
and Exchange Commission. The Company registered 50,000 shares of common
stock for sale at $5.00 per share. In May 2001 18,000 shares of common
stock were sold for net proceeds of $90,000.
4. Purchase of Aircraft
The Company purchased an additional aircraft to be held for sale in May
2001 for $55,000.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The Company has limited working capital and no activities other than
developing its business plan. Its activities are being funded by the public
offering of its securities. See Note 3. The aircraft is being painted and
reupholstered at this time. We don't expect to be ready for operations
until the end of calendar 2001. Until that time we will be seeking to
obtain a Part 135 authorization.
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PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS - None
Item 2. CHANGES IN SECURITIES - None
---------------------
Item 3. DEFAULTS UPON SENIOR SECURITIES - None
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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None
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Item 5. OTHER INFORMATION - None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits--None
Reports on Form 8-K--None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALBION AVIATION, INC.
Date: August 12, 2001 By:/s/ Jehu Hand
Jehu Hand,
President and Chief
Financial Officer
(chief financial
officer and accounting
officer and duly
authorized officer)
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