U.S. 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 Quarter Ended: JULY 31, 2004
Commission File Number: 333-106637
CI SELL CARS, INC.
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(Exact name of small business issuer as specified in its charter)
TEXAS 16-1644353
(State of Incorporation) (IRS Employer ID No)
SAGICOR CORPORATE CENTRE, WILDEY, ST. MICHAEL, BARBADOS, WEST INDIES
(Address of principal executive office)
(246) 426-4556
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [X] No [ ].
The number of shares outstanding of registrant's common stock, par value $.001
per share, as of August 31, 2004 was 61,470,000 shares.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X].
CI SELL CARS, INC.
(A Development Stage Company)
Form 10-QSB Index
Page No.
Part I. Unaudited Financial Information
Item 1. Condensed Consolidated Balance Sheet - July 31, 2004 3
Condensed Consolidated Statements of Operations -
Three Months Ended July 31, 2004 and 2003 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended July 31, 2004 and 2003 5
Notes to Condensed Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Controls and Procedures 9
Part II. Other Information 10-12
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CI SELL CARS, INC.
(A Development Stage Company)
Condensed Consolidated Balance Sheet
July 31, 2004
(Unaudited)
ASSETS:
Current assets:
Cash and cash equivalents $ 48,310
Trade accounts receivable, net 1,256,491
--------------
Total current assets 1,304,801
Property and equipment, net 28,575
Mortgage notes - held to maturity 104,231,610
Other assets 15,000
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Total assets $ 105,579,986
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LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Preferred dividends payable $ 6,080,177
Loans payable 369,393
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Total current liabilities 6,449,570
Minority interest - Subsidiary preferred stock 104,231,610
Commitments and contingencies
Stockholders' equity:
Common stock, $.001 par value; 100,000,000 shares authorized;
61,470,000 shares issued and outstanding 61,470
Additional paid-in capital 288,530
Accumulated deficit (5,451,194)
Total stockholders' equity (5,101,194)
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Total liabilities and stockholders' equity $ 105,579,986
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See accompanying notes to condensed consolidated financial statements.
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CI SELL CARS, INC.
(A Development Stage Company)
Condensed Consolidated Statements of Operations
Three Months Ended July 31, 2004 and 2003
(Unaudited)
2004 2003
------------ ------------
Revenues
Insurance premiums $ -- $ --
Investment income 651,448 --
------------ ------------
Total revenue 651,448 --
Selling, general and administrative expense 463,497 --
------------ ------------
Income from operations before income taxes 187,951 --
Provision for income taxes -- --
------------ ------------
Net income 187,951 --
Preferred dividends (2,605,790) --
------------ ------------
Net loss available to common shareholders $(2,417,839) $ --
============ ============
Basic and diluted loss per share:
Net income $ 0.00 $ --
Preferred dividends (0.05) --
------------ ------------
Net loss per share $ (0.04) $ --
============ ============
Weighted average shares outstanding (thousands) 53,903.2 --
============ ============
See accompanying notes to condensed consolidated financial statements.
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CI SELL CARS, INC.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
Three Months Ended July 31, 2004 and 2003
(Unaudited)
2004 2003
------------ ------------
Cash flows provided (used) by operating activities:
Net loss available to preferred shareholders $(2,417,839) $ --
Adjustments to reconcile net earnings (loss) to net cash
provided (used) by operating activities:
Changes in assets and liabilities:
Accounts receivable (651,448) --
Other assets (15,000) --
Preferred dividends payable 2,605,790 --
------------ ------------
Net cash provided (used) by continuing operations (478,497) --
Cash flows used by investing activities:
Capital expenditures (28,575) --
------------ ------------
Net cash used by investing activities (28,575) --
Cash flows provided (used) by financing activities:
Loans received 369,393 --
------------ ------------
Net cash provided (used) by continuing operations 369,393 --
Net increase (decrease) in cash and cash equivalents (137,679) --
Cash and cash equivalents, beginning of period 185,989 --
------------ ------------
Cash and cash equivalents, end of period $ 48,310 $ --
============ ============
See accompanying notes to condensed consolidated financial statements.
CI SELL CARS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) PRINCIPLES OF CONSOLIDATION AND PRESENTATION
The condensed consolidated financial statements include the
accounts of CI Sell Cars, Inc. ("CI") and its wholly owned
subsidiary, Strategy Holding Company Limited ("Strategy") and its
wholly owned subsidiary Strategy Insurance Limited ("Insurance").
CI is a Texas corporation and both Strategy and Insurance are
incorporated in Barbados. All material intercompany accounts and
transactions have been eliminated.
(B) ORGANIZATION
On June 14, 2004, the closing was completed of that certain
Agreement and Plan of Reorganization ("Definitive Stock Exchange
Agreement") with Strategy Holding Company Limited ("Strategy"),
Frank Ney and Kavrav Ltd. (collectively the "Sellers"). Pursuant
to the Definitive Stock Exchange Agreement, Strategy became a
wholly owned subsidiary of CI Sell Cars, Inc. (the "Company").
The Definitive Stock Exchange Agreement provided for the purchase
and retirement of 25,827,000 shares of our common stock by
Strategy; the forward split of the remaining 1,105,000 common
shares into 15,470,000 shares; the issue of 45,100,000 shares of
our common stock to acquire Strategy; and the issue of 900,000
shares of our common stock as a finders fee. After completion of
the above transactions, the Company will have 61,470,000 shares of
its common stock outstanding. As a result of these transactions, a
change in control has occurred and Frank Ney received 26,691,840
common shares (43.42% of the total outstanding) and Kavrav Ltd.
received 18,408,160 common shares (29.95% of the total
outstanding).
CI had only nominal operations prior to the merger; accordingly,
for accounting purposes the transaction has been treated as the
issuance of stock by Strategy for the net monetary assets of CI,
accompanied by a recapitalization of Strategy. The accounting
treatment is identical to accounting for a reverse acquisition,
except that no goodwill or other intangible asset is recorded. The
historical financial statements prior to June 14, 2004 are those
of Strategy.
Strategy, through its wholly-owned subsidiary Strategy Insurance
Limited, is a provider of specialty lines of insurance,
reinsurance and risk and credit enhancement. It conducts its
insurance and reinsurance operations principally through
subsidiaries incorporated in Barbados, West Indies. It has offices
in Barbados, West Indies, London, England and Toronto, Canada.
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The Definitive Stock Exchange Agreement provides, in part, that
the present officers and members of the Board of Directors,
excluding Curtis Hunsinger, will all resign. Just before
resignation, the Board of Directors will appoint Stephen Stonhill
as their successor and as President and Chief Executive Officer.
For additional information regarding the acquisition of Strategy
and Insurance by CI see Form 8-K/A dated June 14, 2004 and filed
August 30, 2004.
(C) GENERAL
The condensed consolidated financial statements included in this
report have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission for interim
reporting and include all adjustments (consisting only of normal
recurring adjustments) that are, in the opinion of management,
necessary for a fair presentation. These condensed consolidated
financial statements have not been audited.
The operations of the Company are presented as those of a
development stage enterprise, from its inception (January 1,
2004), as prescribed by Statement of Financial Accounting
Standards No. 7, "Accounting and Reporting by Development Stage
Enterprises." The Company follows the AICPA SOP 98-5, "Reporting
on the Costs of Start-Up Activities" in accounting for its
start-up activities.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have
been condensed or omitted pursuant to such rules and regulations
for interim reporting. The Company believes that the disclosures
contained herein are adequate to make the information presented
not misleading. However, these condensed consolidated financial
statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's
Annual Report for the year ended April 30, 2004, which is included
in the Company's Form 10-KSB dated April 30, 2004. The financial
data for the interim periods presented may not necessarily reflect
the results to be anticipated for the complete year. Certain
reclassifications of the amounts presented for the comparative
period have been made to conform to the current presentation.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
From time to time, the Company may publish forward-looking statements relative
to such matters as anticipated financial performance, business prospects,
technological developments and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. All statements other than statements of historical fact included in
this section or elsewhere in this report are, or may be deemed to be,
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Exchange Act of 1934. Important factors that
could cause actual results to differ materially from those discussed in such
forward-looking statements include: 1. General economic factors including, but
not limited to, changes in interest rates, trends in disposable income; 2.
Information and technological advances; 3. Cost of products sold; 4.
Competition; 5. Legal issues; and 6. Success of marketing, advertising and
promotional campaigns.
The Company is currently in the development stage and its revenues have included
only those revenues accrued on it's held to maturity mortgage notes receivable.
The Company commenced quoting on possible insurance during the quarter ended
July 31, 2004. We have successfully placed business which will begin generating
trailing premium income beyond the quarter ended July 31, 2004.
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ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in the
reports that are filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in
the Securities and Exchange Commission's rules and forms. Disclosure
controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
the reports that are filed under the Exchange Act is accumulated and
communicated to management, including the principal executive officer, as
appropriate to allow timely decisions regarding required disclosure. Under
the supervision of and with the participation of management, including the
principal executive officer, the Company has evaluated the effectiveness of
the design and operation of its disclosure controls and procedures as of
July 31, 2004, and, based on its evaluation, our principal executive
officer has concluded that these controls and procedures are effective.
(b) Changes in Internal Controls
There have been no significant changes in internal controls or in other
factors that could significantly affect these controls subsequent to the
date of the evaluation described above, including any corrective actions
with regard to significant deficiencies and material weaknesses.
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PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the quarter ended July 31, 2004, the Company retired 25,827,000
shares of the 26,932,000 shares then outstanding, forward split the
remaining 1,105,000 common shares into 15,470,000 shares and issued
46,000,000 shares of its common stock to acquire Strategy. The small
business issuer claimed exemption from registration based upon Section 4(2)
of the Securities and Exchange Act of 1933.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 31.1 Certification pursuant to 18 U.S.C. Section 1350
Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification pursuant to 18 U.S.C. Section 1350
Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
The Company filed its report on 8-K on August 30, 2004 to
amend its earlier filing dated June 14, 2004. The amended 8-K
included the audited financial statements of Strategy Holding
Company Limited and its wholly owned subsidiary, Strategy
Insurance Limited. The amended 8-K also included a pro forma
balance sheet and pro forma statement of earnings as if the
acquisition had occurred on April 30, 2004.
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.
CI SELL CARS, INC.
Date: September 20, 2004 By: /s/ Stephen Stonhill
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Stephen Stonhill, President and CEO
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