SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 March 31, 2005
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: 0-25413
RENEWABLE ASSETS, INC.
(Exact name of Small Business Issuer as Specified in its Charter)
DELAWARE 20-0858618
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
7040 W. Palmetto Road, Boca Raton, FL 33433
(Address of Principal Executive Offices)
(561) 488-9938
(Issuer's Telephone Number, Including Area Code)
Check whether the Issuer (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 requirements for the past
90 days.
YES [ ] NO [X]
State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest practicable date: As of September 6, 2005 the Registrant
had 3,014,350 shares of common stock outstanding.
RENEWABLE ASSETS, INC.
FORM 10-QSB
For the quarterly period ended March 31, 2005
INDEX
Page
PART I FINANCIAL INFORMATION
Item 1 Consolidated Balance Sheet as of March 31, 2005 (unaudited) 1
Consolidated Statements of Operations for the three months
ended March 31, 2005 and 2004 (unaudited) 2
Consolidated Statements of Cash Flows for the three
months ended March 31, 2005 and 2004 (unaudited) 3
Notes to Consolidated Financial Statements 4
Item 2 Management's Discussion and Analysis or Plan of Operation 7
Item 3 Controls and Procedures 9
PART II
Item 1 Legal Proceedings 10
Item 2 Changes in Securities 10
Item 3 Defaults Upon Senior Securities 10
Item 4 Submission of Matters to a Vote of Security Holders 10
Item 5 Other Information 10
Item 6 Exhibits and Reports on Form 8-K 10
Signature 10
Exhibit 31.1 11
Exhibit 32.1 13
Item 1. Financial Information
RENEWABLE ASSETS, INC.
SUCCESSOR TO
A.M.S. MARKETING, INC. - PHOTOCOPIER DIVISION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2005
ASSETS
CURRENT ASSETS:
Cash $ 4,346
Commissions Receivable 7,470
---------
TOTAL CURRENT ASSETS $ 11,816
=========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 52
---------
TOTAL CURRENT LIABILITIES 52
DUE TO PARENT 5,700
---------
TOTAL LIABILITIES 5,752
---------
SHAREHOLDER'S EQUITY:
Preferred Stock, $.001 Par Value -
1,000,000 Shares Authorized -
-0- Shares Issued and Outstanding
Common Stock, $.001 Par Value -
29,000,000 Shares Authorized -
3,014,350 Shares Issued and Outstanding 3,014
Retained Earnings - Development Stage 3,050
---------
TOTAL SHAREHOLDER'S EQUITY 6,064
---------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 11,816
=========
See accompanying notes to financial statements.
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RENEWABLE ASSETS, INC.
SUCCESSOR TO
A.M.S. MARKETING, INC. - PHOTOCOPIER DIVISION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
AND FROM JULY 23, 1998 (INCEPTION) TO MARCH 31, 2005
CUMULATIVE
DEVELOPMENT
2005 2004 STAGE AMOUNTS
------------- ------------- -------------
COMMISSION REVENUES $ 7,470 $ 1,600 $ 61,525
GENERAL AND ADMINISTRATIVE
EXPENSES 7,118 400 154,549
------------- ------------- -------------
INCOME (LOSS) BEFORE INCOME TAXES 352 1,200 (93,024)
PROVISION FOR INCOME TAXES -- -- 476
------------- ------------- -------------
NET INCOME (LOSS) $ 352 $ 1,200 $ (93,500)
============= ============= =============
BASIC AND DILUTED EARNINGS
(LOSS) PER SHARE $ -- $ -- $ (.031)
============= ============= =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,014,350 3,014,350 3,014,350
============= ============= =============
See accompanying notes to financial statements.
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RENEWABLE ASSETS, INC.
SUCCESSOR TO
A.M.S. MARKETING, INC. - PHOTOCOPIER DIVISION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
AND FROM JULY 23, 1998 (INCEPTION) TO MARCH 31, 2005
CUMULATIVE
DEVELOPMENT
2005 2004 STAGE AMOUNTS
------------ ------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income or (Loss) $ 352 $ 1,200 $ (93,500)
Adjustments to Reconcile Net Income (Loss) to
Net Cash Provided by (Used in) Operating
Activities:
Commissions Receivable (6,270) (1,600) (7,470)
Accounts Payable (248) 400 52
Income Taxes Payable (476) -- --
------------ ------------ ------------
NET CASH (USED IN) OPERATING
ACTIVITIES (6,642) -- (100,918)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock -- -- 99,564
Proceeds from Borrowings 5,700 -- 33,200
Repayment of Borrowings -- -- (27,500)
------------ ------------ ------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 5,700 -- 105,264
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH (942) -- 4,346
CASH - Beginning of Period 5,288 -- --
------------ ------------ ------------
CASH - End of Period $ 4,346 $ -- $ 4,346
============ ============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
- ----------------------------------
The Company made payments for income taxes amounting to $476. No interest
payments were made.
See accompanying notes to financial statements.
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RENEWABLE ASSETS, INC.
SUCCESSOR TO
A.M.S. MARKETING, INC. PHOTOCOPIER DIVISION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
Nature of Operations:
A.M.S. Marketing, Inc. ("AMS" or the Company) was incorporated in
the state of Delaware on July 23, 1998.
On July 21, 2003, "AMS" acquired 100% ownership of Advanced
Imaging Systems, LLC ("AIS"), a privately owned Delaware entity
in exchange for 1,200,000 shares of its previously unissued
common stock. Prior to the execution of the exchange agreement,
the members (owners) of "AIS" purchased a controlling interest in
"AMS" from an existing "AMS" shareholder. As a result of the
foregoing transactions, the previous owners of "AIS" became the
81.96% owners of "AMS". For accounting purposes, "AIS" is
considered to be the acquirer and "AMS" the acquired entity. The
business combination was accounted for as a reorganization of
entities under common control. No fair value adjustments resulted
from the reorganization.
Prior to the merger, the Company's ("AMS") principal business was
the brokerage of pre-owned name brand copy machines from a
facility located in Pompano Beach, Florida.
In October, 2003, A.M.S. Marketing, Inc. filed a Certificate of
Amendment to change its name to International Imaging Systems,
Inc. ("IIS").
On December 12, 2003, "IIS" formed Renewable Assets, Inc., a
wholly-owned subsidiary, to operate the photocopier division.
On April 13, 2004, the Board of Directors approved a plan to spin
off the Company's photocopy division (Renewable Assets, Inc.)
3,014,350 shares of $.001 par value common stock will be issued
to existing shareholders of International Imaging Systems, Inc.
in connection with the spin-off upon approval of the transaction
by the Securities and Exchange Commission.
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RENEWABLE ASSETS, INC.
SUCCESSOR TO
A.M.S. MARKETING, INC. PHOTOCOPIER DIVISION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued -
Basis of Presentation:
The financial statements include the accounts of the predecessor
Company's photocopier division. The historical accumulated
deficit was eliminated as a result of the reorganization.
Development Stage:
The Company's management is in the process of raising working
capital, developing a new business plan and exploring various
business opportunities. Accordingly, the Company is classified as
a development stage company.
Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of items included in the financial statements. Actual results
could differ from those estimates.
Financial Instruments:
The carrying values of commissions receivable and accounts
payable approximate fair value at March 31, 2005.
Commissions Receivable:
All accounts are considered to be fully collectible as of March
31, 2005.
Commission Revenues:
The Company recognizes commission revenues as an agent for a
principal. As such, commissions are recorded pursuant to a
predetermined fixed rate, and after the machines are accepted by
the ultimate purchaser. The Company locates buyers and is not
obligated to take possession of, or fulfill the shipment of the
machines sold. Selling prices of the machines sold are determined
by the principal, and not the Company. Collection of the sales
price and customer returns are the responsibility of the
principal.
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RENEWABLE ASSETS, INC.
SUCCESSOR TO
A.M.S. MARKETING, INC. PHOTOCOPIER DIVISION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued -
Advertising:
Advertising costs are expensed as incurred.
Earnings or (Loss) Per Common Share:
Basic and diluted earnings per common share is calculated by
dividing net income or loss by the weighted average number of
common shares outstanding during the period. Shares issued are
considered to be outstanding for all periods presented.
NOTE B - CONCENTRATION OF RISK -
Substantially all of the division's revenues are derived from the sale
of pre-owned, refurbished photocopy machines through a marketing
arrangement with one company. Termination of the marketing arrangement
would have a material adverse effect upon the business.
NOTE C - RELATED PARTY TRANSACTIONS -
The Company received a $5,700 working capital advance from the
shareholder (parent company) during 2005.
Commission expense of $400 was paid to the Company's president during
the three months ended March 31, 2004.
NOTE D - GOING CONCERN UNCERTAINTY -
The photocopier division has sustained recurring operating losses in
prior years and has minimal assets. These factors raise substantial
doubt as to the business's ability to continue as a going concern.
Management's plans regarding this uncertainty are to raise additional
working capital through the implementation of a successful business
plan.
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Item 2. Management's Discussion and Analysis or Plan of Operation
Overview
- --------
The Company is in the development stage. We commenced operations in 2003.
We were formed to pursue the pre-owned, brand name photocopier marketing
services business of our parent, International Imaging Systems, Inc., that
commenced operations in the Fall of 1998.
The Company is currently engaged in marketing activities for an unrelated
third party and has no employees other than its president, Alfred M. Schiffrin,
who is unsalaried. Pursuant to an oral agreement among the Company,
International Imaging Systems and Mr. Schiffrin, he is entitled to 25% of the
profits on our sales revenues until the consummation of the spin-off of our
shares owned by International Imaging Systems to its shareholders on the basis
of one-half share of our common stock for each share of International Imaging
Systems' common stock owned by the holders thereof on April 14, 2004. To date,
we have been unable to comply with applicable rules and regulations relating to
the spin off and there can be no assurance that the spin off will be effected.
Mr. Schiffrin, the Company and International Imaging Systems have agreed that
Mr. Schiffrin will accept and receive shares of International Imaging Systems'
common stock in lieu of any commissions accrued but unpaid to date and that may
be earned through June 30, 2006.
We do not anticipate hiring any employees, purchasing any plant or
significant equipment or conducting any product research and development during
the next twelve months. We also do not anticipate initiating any sales
activities for our own account until such time as our resources permit.
During the next twelve months, we intend to continue marketing pre-owned,
brand name photocopiers. We will also continue to explore the marketing of other
products, including new and pre-owned items of office equipment other than
photocopiers, office furniture, home furnishings and appliances, as well as the
purchase and resale of such items to the extent that our limited resources
permit. We are also considering other means of expanding our business, such as
through acquisition, merger or other form of business combination involving one
or more entities engaged in the same or similar business as us. Any such
transaction may entail the issuance of additional shares of our common stock.
Although management has had preliminary discussions from time to time with
potential candidates, there are no current plans to engage in any such
transaction. In any event, any acquisition, merger or combination will be made
in compliance with applicable Federal and state securities and corporate law,
and, depending on the structure of the transaction, submission of information to
shareholders regarding any such transaction prior to consummation, as well as
shareholder approval thereof, may not be required.
We earn commission revenues as a sales and marketing agent for an unrelated
third party principal. We locate buyers and are not obligated to pay for, take
possession of or fulfill the shipment of the photocopiers sold. In addition,
collection of the sales price and customer returns are the responsibility of the
unrelated third party principal. Accordingly, there are no direct costs that are
attributable to sales and therefore gross
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profit as a percentage of sales is and will remain a constant at 100% until such
time, if ever, that we operate in the capacity of a principal.
As discussed below, the three month period ended March 31, 2005 was
characterized by revenues of $7,470, offset by general and administrative
expenses of $7,118 resulting in a net profit of $352 as compared to revenues of
$1,600, general and administrative expenses of $400, and a net profit of $1,200
in the same period in the prior year.
Results of Operations
- ---------------------
Sales
Sales for the three month period ended March 31, 2005 were $7,470 as
compared to sales of $ $1,600 for the same period in the prior fiscal year, an
increase of 367%. Management does not believe that the increase in sales for the
period is meaningful or indicative of a trend but is more related to factors
beyond our control, such as customer needs and timing of receipt of orders.
Accordingly, comparisons between periods may not be meaningful.
General and Administrative Expenses
General and Administrative expenses ("G&A") were $7,118, or 95% of sales
for the three months ended March 31, 2005 as compared to $400 or 25% of sales in
the same period in the prior year. The increase in G&A as a percentage of sales
is primarily attributable to the allocation of certain legal and accounting fees
to the Company by its parent, International Imaging Systems rather than direct
expenses incurred by the Company.
Liquidity and Capital Resources
- -------------------------------
The Company financed its operations during the three month period ended
March 31, 2005 through revenues from operations. As of March 31, 2005, the
Company's principal sources of liquidity consisted of cash of $4,346 and
commissions receivable of $7,470. Because we have limited expenses, we believe
that such funds, together with expected revenues from operations, will be
sufficient to fund the Company's operations for the foreseeable future. However,
we intend to seek to raise additional capital from both our parent's
shareholders and new shareholders in order to maintain and expand our
operations. There can be no assurance that the Company will be able to find
sources of financing on terms acceptable to us, if at all. If we do not find
sources to finance such activities, we will be unable to expand our operations,
and if any of the above expected sources of revenue should fail to appear or our
expenses should increase, we may have to curtail our operations.
-8-
Item 3. Controls and Procedures
(a) Disclosure Controls. We conducted an evaluation, with the participation of
the Chief Executive and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
report. Our disclosure controls and procedures are designed to ensure that
information required to be disclosed by Renewable Assets, Inc. in the reports we
filed under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), is recorded, processed, summarized and reported on a timely basis. Based
upon that evaluation, the Chief Executive and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of the end of the
period covered by this report so as to alert him in a timely fashion to material
information required to be disclosed in reports we file under the Exchange Act.
(b) Changes in Internal Control Over Financial Reporting.
None.
FORWARD LOOKING STATEMENTS
This Form 10-QSB and other reports filed by the Company from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain or
may contain forward looking statements and information that are based upon
beliefs of and information currently available to the Company's management as
well as estimates and assumptions made by the Company's management.
When used in the Filings the words "anticipate", "believe", "estimate",
"expect", "future", "intend", "plan" and similar expressions as they relate to
the Company or the Company's management identify forward looking statements.
Such statements reflect the current view of the Company with respect to future
events and are subject to risks, uncertainties and assumptions relating to the
Company's operations and results of operations and any businesses that may be
acquired by the Company. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
intended or planned.
-9-
PART II
OTHER INFORMATION
Item 1 Legal Proceedings
None
Item 2 Changes in Securities
None
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
None
Item 5 Other Information
None
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of the Chief Executive Officer and the Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer and the Chief Financial
Officer pursuant to 18 U.S.C. Section 1350.
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with 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 duly authorized.
RENEWABLE ASSETS, INC.
By: /s/ ALFRED M. SCHIFFRIN
-----------------------____________
Alfred M. Schiffrin
Chief Executive and Chief Financial Officer
Dated: September 9, 2005
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