UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarter ended June 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACT
For the transition period to
---------- ----------
Commission file number - 000-33409
American Prepaid Legal Services, Inc.
Exact name of Registrant as specified in its
charter)
<s> <c>
Nevada 65-1147083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
1000 Brickell Avenue, Suite 900, Miami, FL 33131
(Address of principal executive offices) (Zip Code)
(305) 702-5507
(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 and Exchange
Act of 1934 during the preceding twelve months (or
such shorter period that the Registrant was
required to file such reports), and (2) has been
subject to file such filing requirements for the
past thirty days.
Yes x No
------ ------
Indicate the number of shares outstanding of each
of the issuer's classes of common stock, as of the
close of the period covered by this report:
6,320,025 Shares of Common Stock ($.01 par value)
(Title of Class)
Transitional Small Business Disclosure Format
(check one):
Yes No x
------- -------
2
American Prepaid Legal Services, Inc.
PART I: Financial Information
ITEM 1 - Financial statements
ITEM 2 - Management's' discussion and analysis of
financial condition and results of operations
ITEM 3 - Controls and Procedures
PART II: Other Information
ITEM 1 - Legal proceedings
ITEM 2 - Changes in securities
ITEM 3 - Defaults upon senior securities
ITEM 4 - Submission of matters to a vote of
security holders
ITEM 5 - Other information
ITEM 6 - Exhibits and Reports on Form 8-K
ITEM 1. FINANCIAL STATEMENTS
American Prepaid Legal Services, Inc.
Balance Sheet
Assets
June 30, 2002
-------------
(Unaudited)
<s> <c>
Current assets
Cash $ -
==========
Liabilities and Stockholders' (Deficit)
Current liabilities
Due to affiliates $ 3,771
Stockholders' (deficit)
Common stock, $.01 par value,
10,000,000 shares authorized,
6,320,025 shares issued and outstanding 63,200
Additional paid-in capital 541,526
Accumulated (deficit) (608,497)
(3,771)
-----------
$ -
See the accompanying notes to the financial
statements.
4
American Prepaid Legal Services, Inc.
Statements of Operations
3 months ended 3 months ended 6 months ended 6 months ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
-------------- -------------- -------------- --------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<s> <c> <c> <c> <c>
Revenue $ - $ - $ - $ -
-------- -------- -------- --------
Operating Costs and
Expenses 18 - 72 -
-------- -------- -------- --------
Net (loss) $ (18) $ - $ (72) $ -
======== ======== ======== ========
Per Share Information -
basic and fully diluted:
Weighted average common
shares outstanding 6,320,025 6,320,025 6,320,025 6,320,025
========= ========= ========= =========
(Loss) per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========= ========= ========= =========
See the accompanying notes to the financial
statements.
5
American Prepaid Legal Services, Inc.
Statements of Cash Flows
Six months ended Six months ended
June 30, 2002 June 30, 2001
------------------ -----------------
(Unaudited) (Unaudited)
<s> <c> <c>
Cash flows from operating activities:
Net (loss) $ (72) $ -
----------- ----------
Net cash provided by (used in)
operating activities (72) -
----------- ----------
Cash flows from investing activities:
Net cash provided by (used in)
investing activities - -
----------- ----------
Cash flows from financing activities:
(Decrease) in due to affiliates (687) -
----------- ----------
Net cash provided by (used in)
financing activities (687) -
----------- -----------
Increase (decrease) in cash and
cash equivalents (759) -
Cash and cash equivalents,
beginning of period 759 -
----------- -----------
Cash and cash equivalents,
end of period - -
=========== ============
Supplemental cash flow information:
Cash paid for interest $ - $ -
Cash paid for income taxes $ - $ -
See the accompanying notes to the
financial statements.
American Prepaid Legal Services, Inc
Notes to Financial Statements
June 30, 2002
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have
been prepared in accordance with generally accepted
accounting principles (GAAP) for interim financial
information and Item 310(b) of Regulation S-B. They
do not include all of the information and footnotes
required by GAAP for complete financial statements.
In the opinion of management, all adjustments
(consisting only of normal recurring adjustments)
considered necessary for a fair presentation have
been included.
The results of operations for the periods presented
are not necessarily indicative of the results to be
expected for the full year. For further
information, refer to the financial statements of
the Company as of December 31, 2001 and for the two
years then ended, including notes thereto.
NOTE 2 - EARNINGS PER SHARE
The Company calculates net income (loss) per share
as required by Statement of Financial Accounting
Standards (SFAS) 128, "Earnings per Share." Basic
earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of
common shares outstanding for the period. Diluted
earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of
common shares and dilutive common stock equivalents
outstanding. During periods when anti-dilutive
commons stock equivalents are not considered in the
computation.
NOTE 3 - RELATED PARTY TRANSACTIONS
During the six months ended June 30, 2002 the
Company repaid $687 in advances from affiliates.
NOTE 4 - GOING CONCERN CONSIDERATION
The accompanying financial statements have been
prepared in conformity with accounting principles
generally accepted in the United States of America,
which contemplates the continuation of the Company
as a going concern.
The Company currently has no business operations
and its continued existence is dependent upon its
ability to meet its future financing requirements,
and the success of its future operations.
7
Management plans include obtaining additional equity
or debt financing prior to the commencement of
significant business operations to provide the
opportunity for the Company to continue as a going
concern.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS.
The following discussion should be read in
conjunction with the information contained in the
financial statements of the Company and the Notes
thereto appearing elsewhere herein.
Results of Operations
The Company has had no significant business
operations for the periods presented.
Liquidity and Capital Resources.
The Company has no cash as of June 30, 2002.
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial
Officer evaluated the Company's disclosure controls and
procedures within the 90 days preceding the filing date of
this quarterly report. Based upon this evaluation, the
Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and
procedures are effective in ensuring that material
information required to be disclosed is included in the
reports that it files with the Securities and Exchange
Commission. There were no significant changes in the
Company's internal controls or, to the knowledge of the
management of the Company, in other factors that could
significantly affect these controls subsequent to the
evaluation date.
9
PART II
Item 1. Legal proceedings.
There is no litigation pending or threatened by or
against American Prepaid Legal Services.
Item 2. Changes in Securities.
N/A
Item 3. Defaults upon Senior Securities.
N/A
Item 4. Submission of matters to a vote of
Security Holders.
N/A
Item 5. Other information.
N/A
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item
601 of Regulation S-K)
Exhibit 99 - Certifications pursuant to
18 U.S.C. Section 1350
(b) Reports on Form 8-K
None
10
SIGNATURE
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.
Date: October 11, 2002
/s/ Robert Alvarez
- ---------------------------
Robert Alvarez, President
11
CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert Alvarez, certify that:
1. I have reviewed this quarterly report on Form 10-QSB
of American Prepaid Legal Services, 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 American Prepaid Legal Services, Inc. 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 American Prepaid Legal
Services, Inc. and have:
a) designed such disclosure controls and procedures to
ensure that material information relating to American
Prepaid Legal Services, Inc., 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 American Prepaid Legal
Services, Inc.'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. I have disclosed, based on my most recent evaluation,
to American Prepaid Legal Services, Inc.'s auditors and the
audit committee of American Prepaid Legal Services, Inc.'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 American
Prepaid Legal Services, Inc.'s ability to record, process,
summarize and report financial
12
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 American Prepaid Legal Services, Inc.'s internal
controls; and
6. I have indicated in this quarterly report whether 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.
Date: October 11, 2002
/s/ Robert Alvarez
- --------------------------
Robert Alvarez
President/Chief Executive Officer/
Chief Accounting Officer
American Prepaid Legal Services, Inc.
Notes to Consolidated Financial Statements
December 28, 1997