UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
For the transition period from ____________ to ____________
Commission file number: 000-32249
ARMOR ENTERPRISES, INC.
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(Exact name of small business issuer as specified in its charter)
Florida 65-0853784
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(State or other jurisdiction of (IRS Employee Identification No.)
incorporation or organization)
11789, 79A Avenue, Delta, BC, V4C 1V7
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(Address of principal executive offices)
(604) 605-0507
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(Issuer's telephone number)
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 practicable date:
Common Stock, $0.001 par value 13,717,333
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(Class) (Outstanding as of May 4, 2004)
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
ARMOR ENTERPRISES, INC.
FORM 10-QSB
INDEX
Page
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Part I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Balance Sheets
March 31, 2004 (unaudited) and June 30, 2003........................F-1
Unaudited Condensed Statements of Operations for the nine
months ended March 31, 2004 and 2003, and cummulative from
inception on June 5, 1998 through March 31, 2004....................F-2
Statement of Changes in Stockholders' equity for the period
from inception on June 5, 1998 through March 31, 2004
(unaudited).........................................................F-3
Unaudited Condensed Statements of Cash Flows for the nine
months ended March 31, 2004 and 2003, and cummulative from
inception on June 5, 1998 through March 31, 2004....................F-4
Notes to Financial Statements (unaudited)...........................F-5
Item 2. Management's Discussion and Analysis or Plan of Operation.............3
Item 3. Controls and Procedures...............................................4
Part II OTHER INFORMATION
Item 1. Legal Proceedings.....................................................4
Item 2. Change in Securities..................................................4
Item 3. Defaults upon Senior Securities.......................................4
Item 4. Submission of Matters to a Vote of Security Holders...................4
Item 5. Other Information.....................................................4
Item 6. Exhibits and Reports on Form 8-K......................................4
Signatures.....................................................................5
2
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
ARMOR ENTERPRISES, INC.
(A Development Stage Company)
BALANCE SHEETS
MARCH 31, JUNE 30,
2004 2003
--------- ---------
(unaudited)
ASSETS
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CURRENT ASSETS
Cash held in trust by related party $ 553 $ 553
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Total Current Assets 553 553
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$ 553 $ 553
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $ 526 $ 455
Shareholder advances 5,380 2,270
Accrued payroll 9,375 7,500
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Total Current Liabilities 15,281 10,225
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $.001, 10,000,000 shares
authorized, none issued -- --
Common stock, par value $.001, 100,000,000 shares
authorized, 13,717,333,000 issued and outstanding 13,717 13,717
Paid-in capital 23,073 23,073
Contributed capital 4,500 3,600
Deficit accumulated during development stage (56,019) (50,062)
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Total Stockholders' Equity (14,728) (9,672)
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$ 553 $ 553
========= =========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-1
ARMOR ENTERPRISES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
CUMMULATIVE
THREE MONTHS ENDED NINE MONTHS ENDED FROM
MARCH 31, MARCH 31, JUNE 5, 1998
----------------------------- ----------------------------- (INCEPTION) TO
2004 2003 2004 2003 MARCH 31, 2004
------------- ------------- ------------- ------------- -------------
REVENUE $ -- $ -- $ -- $ -- $ --
EXPENSES:
General and administrative 2,385 3,755 5,956 10,465 56,019
------------- ------------- ------------- ------------- -------------
Total Expenses 2,385 3,755 5,956 10,465 56,019
------------- ------------- ------------- ------------- -------------
NET (LOSS) $ (2,385) $ (3,755) $ (5,956) $ (10,465) $ (56,019)
============= ============= ============= ============= =============
NET INCOME PER COMMON SHARE-BASIC * * * *
============= ============= ============= =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 13,717,333 13,717,333 13,717,333 13,124,370
============= ============= ============= =============
* less than $.01 per share
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-2
ARMOR ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(DEFICIT)
ACCUMULATED
COMMON STOCK DURING THE
-------------------------- PAID-IN CONTRIBUTED DEVELOPMENT
SHARES AMOUNT CAPITAL CAPITAL STAGE TOTAL
------------ ------------ ------------ ------------ ------------ ------------
Balances, inception -- $ -- $ -- $ -- $ -- $ --
(UNAUDITED)
Shares issued January 10, 1998, for services 5,250,000 5,250 5,250
Net (loss) for the year (5,250) (5,250)
------------ ------------ ------------ ------------ ------------ ------------
BALANCES, JUNE 30, 1998 (UNAUDITED) 5,250,000 5,250 -- -- (5,250) --
Shares issued August 31, 1998, for cash 21,000 21 189 210
Shares issued August 31, 1998, for services 976,000 976 8,784 9,760
Shares issued September 30,1998, for cash 1,000 1 9 10
Shares issued October 12,1998, for cash 2,000 2 18 20
Net( loss) for the year (10,000) (10,000)
----------- ----------- ----------- ----------- ----------- -----------
BALANCES, JUNE 30, 1999 (UNAUDITED) 6,250,000 6,250 9,000 (15,250) --
2 for 1 forward stock split, August 31, 1999 6,250,000 6,250 (6,250) --
Shares issued February 8, 2000 for cash 150,000 150 14,850 15,000
Net (loss) for the year (5,275) (5,275)
------------ ------------ ------------ ------------ ------------ ------------
BALANCES, JUNE 30, 2000 (UNAUDITED) 12,650,000 12,650 17,600 (20,525) 9,725
(AUDITED)
Contributed capital-office overhead 1,200 1,200
Net (loss) for the year (14,155) (14,155)
------------ ------------ ------------ ------------ ------------ ------------
BALANCES, JUNE 30, 2001 12,650,000 12,650 17,600 1,200 (34,680) (3,230)
Contributed capital-office overhead 1,200 1,200
Net (loss) for the year (4,272) (4,272)
------------ ------------ ------------ ------------ ------------ ------------
BALANCES, JUNE 30, 2002 12,650,000 12,650 17,600 2,400 (38,952) (6,302)
Contributed capital-office overhead 1,200 1,200
Shares issued December 18, 2002 @ $.0061
per share for shareholder loan 1,067,333 1,067 5,473 6,540
Net (loss) for the year (11,110) (11,110)
------------ ------------ ------------ ------------ ------------ ------------
BALANCES, JUNE 30, 2003 13,717,333 13,717 23,073 3,600 (50,062) (9,672)
(UNAUDITED)
Contributed capital-office overhead 900 900
Net (loss) for the nine months (5,956) (5,956)
------------ ------------ ------------ ------------ ------------ ------------
BALANCES, MARCH 31, 2004 (UNAUDITED) 13,717,333 $ 13,717 $ 23,073 $ 4,500 $ (56,018) $ (14,728)
============ ============ ============ ============ ============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-3
ARMOR ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
CUMMULATIVE
NINE MONTHS ENDED FROM
MARCH 31, JUNE 5, 1998
----------------------------- (INCEPTION) TO
2004 2003 MARCH 31, 2004
------------- ------------- -------------
OPERATING ACTIVITIES:
Net (loss) from operations $ (5,956) $ (10,465) $ (53,633)
Contributions to capital 900 900 4,200
Capital issued for services 15,010
Adjustments to reconcile net (loss) to net
cash used by operating activities:
Changes in:
Accounts payable 71 1,035 (553)
Trust funds 6,655 2,495
Accrued payroll 1,875 1,875 8,750
------------- ------------- -------------
Net Cash provided (Used) by Operating Activities (3,110) 0 (23,730)
------------- ------------- -------------
FINANCING ACTIVITIES:
Proceeds from sale of common stock 15,240
Shareholder loans 3,110 -- 8,490
------------- ------------- -------------
Net Cash provided by Financing Activities 3,110 -- 23,730
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NET INCREASE IN CASH (0) 0 (0)
CASH, beginning of period -- -- --
------------- ------------- -------------
CASH, end of period $ (0) $ 0 $ (0)
============= ============= =============
SUPPLEMENTAL CASH FLOWS INFORMATION
Common stock issued in exchange for
shareholder loan $ 6,540 $ 6,540
============= =============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-4
Note 1. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation of the
Company's financial position as of March 31, 2004 and the results of its
operations and cash flows for the three and nine months ended March 31, 2004 and
2003. Operating results for the nine months ended March 31, 2004 are not
necessarily indicative of the results that may be expected for the year ended
June 30, 2004.
These condensed financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Company's Form 10K-SB
for the year ended June 30, 2003.
Note 2. Subsequent Acquisition of Business Assets
On April 27, 2004 the Company agreed to acquire the assets of a newly
established business which is developing electronic propulsion and battery power
systems for electric powered vehicles. The purchase price for all of the assets
of the vendor, consisting mainly of in process research and development, was 21
million shares of restricted common stock of the Company at a deemed value of
$.02 per share or $420,000. The issuance of the shares will cause a change in
control of the Company.
F-5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Overview
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The Company is considered a development stage company with limited assets or
capital and with no operations or income since inception. The costs and expenses
associated with the preparation and filing of this registration statement and
other operations of the Company have been paid for by loans from the President
of the Company (see Item 4, Security Ownership of Certain Beneficial Owners and
Management). It is anticipated that the Company will require only nominal
capital to maintain the corporate viability of the Company and necessary funds
will most likely be provided by the Company's existing shareholders or its
officers and directors in the immediate future. However, unless the Company is
able to facilitate an acquisition of or merger with an operating business or is
able to obtain significant outside financing, there is substantial doubt about
its ability to continue as a viable corporation.
In the opinion of management, inflation has not and will not have a material
effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Plan of Operation
- -----------------
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item I above. Because the
Company lacks finds, it may be necessary for the officers and directors to
either advance funds to the Company or to incur expenses until such time as a
successful business consolidation can be made. Management intends to hold
expenses to a minimum and to obtain services on a contingency basis when
possible. Further, the Company's President and sole Director will defer payment
of all accrued compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide his
remuneration. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds.
As of the date hereof, the Company has engaged its officers and directors and
legal counsel to assist in the search for business opportunities. The Company
has not made any arrangements or definitive agreements to use outside advisors
or consultants or to raise any capital. In the event the Company does need to
raise capital most likely the only method available to the Company would be the
private sale of its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum, from either a commercial or
private lender. There can be no assurance that the Company will be able to
obtain additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
3
The Company does not intend to use any employees, with the possible exception of
part-time clerical assistance on an as-needed basis. Outside advisors or
consultants will be used only if they can be obtained for minimal cost or on a
deferred payment basis. Management is confident that it will be able to operate
in this manner and to continue its search for business opportunities during the
next twelve months.
Results of Operation
- --------------------
The Company has had no operations during this reporting period. During the
quarterly period covered by this report, the Company received no revenue and
incurred expenses of $2,385 stemming from general and administrative
expenditures.
Liquidity
- ---------
As of March 31, 2004 the Company had total current assets of $553 and total
liabilities of $15,281.
ITEM 3. CONTROLS AND PROCEDURES
The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules 13a-14 ( c ) of the Securities Exchange Act of 1934 ) as of
March 31, 2004 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrants and their consolidated subsidiaries is recorded,
processed , summarized and reported within the time periods specified by the
SEC' s rules and forms, particularly during the period in which this quarterly
report has been prepared.
The registrants' principal executive officers and principal financial officer
have concluded that there were no significant changes in the registrants'
internal controls or in other factors that could significantly affect these
controls subsequent to March 31, 2004 the date of their most recent evaluation
of such controls, and that there was no significant deficiencies or material
weaknesses in the registrant's internal controls.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGE 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
3.1.1* Articles of Incorporation dated June 5, 1998
3.1.2* Articles of Amendment dated August 31, 1999
3.2* Bylaws
32.1 Section 302 Certification
99.1 Section 906 Certification of CEO
99.2 Section 906 Certification of CFO
______________
* Previously filed as an exhibit to the Company's Form 10-SB as filed
January 6, 2003
4
(b) Reports on Form 8-K filed during the three months ended December 31,
2003.
No Current Reports on Form 8-K were filed during the three months ended
March 31, 2004
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.
Date: May 7, 2004 Armor Enterprises, Inc.
/s/ Peter Braun
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Peter Braun
President
5