UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 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 ELECTRIC INC.
(Exact name of small business issuer as specified in its charter)
Nevada 65-0853784
(State or other jurisdiction of (IRS Employee Identification No.)
incorporation or organization)
201 Lomas Santa Fe, Suite #420, Solana Beach, CA 92075
(Address of principal executive offices)
(858) 720-0123
(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 35,219,333
(Class) (Outstanding as of October 29, 2004)
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
ARMOR ELECTRIC INC.
FORM 10-QSB
INDEX
Page
----
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets
September 30, 2004 (unaudited) (restated) and June 30, 2004 (restated).....F-1
Unaudited Consolidated Condensed Statements of Operations for
the three months ended September 30, 2004 (restated), and cumulative
from inception on October 29, 2003 through September 30, 2004 (restated)....F-2
Unaudited Consolidated Condensed Statements of Cash Flows for
the three months ended September 30, 2004 (restated), and cumulative
from inception on October 29, 2003 through September 30, 2004 (restated)....F-3
Consolidated Condensed Statements of Stockholders' equity for the period
from inception on October 29, 2003 through September 30, 2004 (unaudited)...F-4
Notes to Consolidated 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..................................................5
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........5
Item 3. Defaults upon Senior Securities....................................5
Item 4. Submission of Matters to a Vote of Security Holders................5
Item 5. Other Information..................................................5
Item 6. Exhibits and Reports on Form 8-K...................................5
Signatures..................................................................6
2
ARMOR ELECTRIC, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED BALANCE SHEETS
SEPTEMBER 30, JUNE 30,
2004 2004
-------- --------
(unaudited) (restated)
(restated)
ASSETS
------
CURRENT ASSETS
Cash $ 100 $ --
Funds held in trust by related party 553 553
-------- --------
Total Current Assets $ 653 $ 553
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $ 526 $ 526
State income tax payable 1,600 800
Accounts payable-related parties 15,868 15,868
Accrued payroll 14,625 11,000
-------- --------
Total Current Liabilities 32,619 28,194
-------- --------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value, 10,000,000
shares authorized, none issued -- --
Common stock, par value $.001, 100,000,000
shares authorized, 34,717,333 issued and outstanding 34,717 34,717
Paid in capital 11,088 3,308
(Deficit) accumulated during the development stage (77,771) (65,666)
-------- --------
Total Stockholders' Equity (31,966) (27,641)
-------- --------
$ 653 $ 553
======== ========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-1
ARMOR ELECTRIC, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(RESTATED)
CUMULATIVE
FROM
THREE MONTHS ENDED OCTOBER 29, 2003
SEPTEMBER 30, (INCEPTION) TO
2004 SEPTEMBER 30, 2004
---------- ----------
REVENUES $ -- $ --
---------- ----------
EXPENSES
General and administrative:
Consulting Fees -- 21,001
Other 12,105 30,445
Research & Development -- 7,000
---------- ----------
Total expenses 12,105 58,446
---------- ----------
NET (LOSS) $ (12,105) $ (58,446)
========== ==========
NET (LOSS) PER SHARE *
==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 34,717,333
==========
* less than $.01 per share
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-2
ARMOR ELECTRIC, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
(UNAUDITED)
(RESTATED)
CUMULATIVE
THREE FROM
MONTHS ENDED, OCTOBER 29, 2003
SEPTEMBER 30, (INCEPTION) TO
2004 SEPTEMBER 30, 2004
------------ ------------
OPERATING ACTIVITIES
Net (loss) from operations $ (12,105) $ (58,446)
Common Stock issued for Services 21,001
Contributions to capital 7,780 26,320
Adjustments to reconcile net (loss) to net cash provided
(used) by operating activities:
Increase in state income tax payable 800 1,600
Increase in accrued payroll 3,625 4,625
------------ ------------
NET CASH PROVIDED (USED BY) OPERATING ACTIVITIES 100 (4,900)
------------ ------------
FINANCING ACTIVITIES
Increase in accounts payable - related party (0) 5,000
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES (0) 5,000
------------ ------------
NET INCREASE IN CASH 100 100
------------ ------------
CASH, BEGINNING OF PERIOD -- --
------------ ------------
CASH, END OF PERIOD $ 100 $ 100
============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-3
ARMOR ELECTRIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock (Deficit)
----------------------- Accumulated
During Total
Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
---------- ---------- ---------- ---------- ----------
Inception, Oct 30, 2003,
Stock issued for services
@ $.001 per share 1,000 $ 1 $ -- $ -- $ 1
April 21, 2004
Stock issued for services
@ $0.001 per share 20,999,000 20,999 1 0 21,000
Contributed Capital 0 0 15,232 0 15,232
Net (Loss), for the
period ended April 27,
2004 0 0 0 (37,033) (37,033)
---------- ---------- ---------- ---------- ----------
BALANCE,
APRIL 27, 2004 21,000,000 21,000 15,233 (37,033) (800)
Recapitalization,
April 27, 2004 13,717,333 13,717 (15,233) (19,325) (20,841)
Contributed Capital 0 0 3,308 0 3,308
Net (loss) for period 0 0 0 (9,308) (9,308)
---------- ---------- ---------- ---------- ----------
BALANCE,
JUNE 30, 2004 34,717,333 34,717 3,308 (65,666) (27,641)
Contributed Capital 0 0 7,780 0 7,780
Net (loss) for quarter 0 0 0 (12,105) (12,105)
---------- ---------- ---------- ---------- ----------
BALANCE,
SEPTEMBER 30, 2004
(RESTATED) 34,717,333 $ 34,717 $ 11,088 $ (77,771) $ (31,966)
========== ========== ========== ========== ==========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-4
ARMOR ELECTRIC, INC.
Notes to Financial Statements (unaudited)
NOTE 1. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated 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 September 30, 2004 and
the results of its operations and cash flows for the three months ended
September 30, 2004 have been made. Operating results for the three months ended
September 30, 2004 are not necessarily indicative of the results that may be
expected for the year ended June 30, 2005.
These consolidated condensed financial statements should be read in conjunction
with the financial statements and notes thereto contained in the Company's Form
10-KSB for the year ended June 30, 2004.
On April 27, 2004 Armor acquired all of the issued and outstanding shares of
common stock of Nova Electric, Inc. (Nova, or the Company) a development stage
Nevada Corporation, formed October 29, 2003, in exchange for 21 million
restricted shares of common stock of Armor, pursuant to Section 368 (a) (1) (A)
of the Internal Revenue Code, which provides for a tax-free exchange under that
reorganization provision.
This stock exchange transaction, which is treated as a recapitalization of Nova
for accounting purposes, resulted in a change of control wherein the financial
statements included herein are those of the acquired company, Nova, the
accounting parent, consolidated with, Armor, Nova's accounting subsidiary, as
required for proper financial presentation purposes only. For legal purposes,
Armor is the parent and Nova is the subsidiary.
At the date of the stock exchange, all of the net assets of Armor were acquired
by Nova at fair value which equaled Armor's book value. Nova's fiscal year end
is June 30.
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The September 30, 2004 financial statements included herein have been restated
to reflect the above presentation since when originally issued, such financial
statements were the financial statements of Armor only.
The acquisition of the marketing rights was retroactively rescinded and the
agreements restructured to provide for the acquisition of all of the outstanding
common stock of Nova, as above. Accordingly, the restructure resulted in the
restatement of all of the financial statements of Armor as presented herein.
F-5
NOTE 2 - EFFECT OF RESTATEMENT OF FINANCIAL STATEMENTS
The effect of restating the financial statements for Amor Electric, Inc. was to
eliminate financial information for all periods prior to the inception of Nova
Electric, Inc. on October 29, 2003 as the accompanying financial statements are
considered those of Nova Electric, Inc. only. Accordingly, the following was the
effect on operations for the period three months ended, September 30, 2004:
Originally
Restated presented Increase
-------- -------- --------
Revenues $ - 0 - $ - 0 - $ - 0 -
-------- -------- --------
Expenses
General and administrative 12,105 7,555 4,550
-------- -------- --------
Total Expenses 12,105 7,555 4,550
-------- -------- --------
Net (Loss) $(12,105) $ (7,555) $ 4,550
======== ======== ========
(LOSS) PER SHARE * * *
* LESS THAN (.01) PER SHARE
The effect on cash flows was as follows:
Originally Increase
Restated presented (Decrease)
-------- -------- --------
OPERATING ACTIVITIES
(Net (loss) from operations $(12,105) $ 7,555) $ (4,550)
Contributions to capital 7,780 3,930 3,850
Adjustments to reconcile net (loss) to net
cash (used) by operating activities:
Increase in state income tax payable 800 -0- 800
Increase in accrued payroll 3,625 3,625 -0-
-------- -------- --------
NET CASH (USED BY) OPERATING ACTIVITIES 100 -0- 100
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES
NET INCREASE IN CASH 100 -0- 100
CASH, BEGINNING OF PERIOD -0- -0- -0-
CASH, END OF PERIOD 100 -0- 100
The effect on stockholders' equity as a result of the restatement of financial
statements was not material.
F-6
Accordingly, the following was the effect on operations for the period from
inception, October 29, 2003, to September 30, 2004:
Originally
Restated presented Increase
-------- -------- --------
Revenues $ - 0 - $ - 0 - $ - 0 -
-------- -------- --------
Expenses
Research and Development 7,000 - 0 - 7,000
General and administrative 51,446 75,986 (24,540)
-------- -------- --------
Total Expenses 58,446 75,986 (17,540)
-------- -------- --------
Net (Loss) $(58,446) $(75,986) $(17,540)
======== ======== ========
(LOSS) PER SHARE * * *
o LESS THAN (.01) PER SHARE
The effect on cash flows from the inception, October 29, 2003, to September 30,
2004, was as follows:
Originally Increase
Restated presented (Decrease)
-------- -------- --------
OPERATING ACTIVITIES
Net (loss) from operations $(58,446) $(75,986) $ 17,540
Common Stock issued for Services 21,001 15,010 5,991
Contributions to capital 26,320 8,730 17,590
Adjustments to reconcile net (loss) to net
cash (used) by operating activities:
Increase in state income tax payable 1,600 -0- 1,600
Increase (decrease) in Trust funds - 0 - (553) 553
Increase (decrease) in Accounts Payable - 0 - 527 (527)
Increase (decrease) in accrued payroll 4,625 14,625 (10,000)
-------- -------- --------
NET CASH (USED BY) OPERATING ACTIVITIES (4,900) (37,647) 32,747
-------- -------- --------
FINANCING ACTIVITIES
Increase (decrease) in accounts payable - related party 5,000 22,407 (17,407)
Proceeds from sale of common stock - 0 - 15,240 (15,240)
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,000 37,647 (32,647)
-------- -------- --------
NET INCREASE IN CASH 100 -0- 100
CASH, BEGINNING OF PERIOD -0- -0- -0-
CASH, END OF PERIOD 100 -0- 100
The effect on stockholders' equity as a result of the restatement of financial
statements was not material.
F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties. There are several important factors that
could cause actual results to differ materially from historical results and
percentages and results anticipated by the forward-looking statements. The
Company has sought to identify the most significant risks to its business, but
cannot predict whether or to what extent any of such risks may be realized nor
can there be any assurance that the Company has identified all possible risks
that might arise. Investors should carefully consider all of such risks before
making an investment decision with respect to the Company's stock.
OVERVIEW
- ---------
The Company is considered a development stage company in the business of
developing and marketing electronic propulsion and battery power systems for
electric powered vehicles. The costs and expenses associated with the
preparation and filing of this quarterly report and other operations of the
Company have been paid for by private placement financing and loans from
shareholders and officers of the Company.
PLAN OF OPERATION
- ------------------
The Company acquired all the rights held by Nova Electric Systems Inc., (Nova)
when it entered into a stock exchange agreement whereby the Company exchanged
all the outstanding shares of Nova for Company shares.
Nova acquired rights from Nu Age Electric Inc., to certain agreements between Nu
Age and the largest bicycle manufacturer in the world, Hero Cycles in India, for
the joint venture to manufacture and distribute many of the electric powered two
and three wheel vehicles in India and for distribution from the Hero
manufacturing facilities worldwide.
The Nova Business Plan details a number of electric powered vehicles built as
proto-type working models at the Las Vegas facility and the intent of Nova to
continue to develop a wide variety of commercial viable vehicles and products
here.
Nova will also work closely with their strategic partner, Nu Age Electric Inc.,
who has developed the agreements with Hero Cycles for excellent manufacturing
and sales capabilities but also with other additional sales distributorships for
these electric powered products in the countries of Brazil, Mexico, Chile,
Germany, Italy, the Caribbean, Canada, the USA and other exceptional locations.
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- -----------------------------------------------
The Company has incurred operating losses since its inception related primarily
to development general administration costs. During the three months ended
September 30, 2004, the Company posted a loss of $ $12,105 and the Company has
posted a cumulative loss of $58,446 since inception
The Company's main focus during the three months ended September 30, 2004 has
been continued development of the marketing rights acquired from Nova Electric
Systems Inc.
GENERAL & ADMINISTRATIVE EXPENSES
- ----------------------------------
General and administrative expenses were $12,105 during the three months ended
September 30, 2004,. The Company anticipates this will increase as operations
increase.
LIQUIDITY AND CAPITAL RESOURCES
- --------------------------------
Since inception, the Company has financed its operations from private financing.
The company has suffered recurring losses from operations and has a working
capital deficiency of $31,966 (current assets less current liabilities).
3
FINANCING
- ----------
The Company's capital requirements have not been significant in the past but the
Company anticipates it will increase as development and product launch begins.
CASH REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS
In order to develop the Company's marketing strategy and launch its product, the
Company anticipates it will require approximately $100,000 in the coming year.
These funds could be provided through additional financing.
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
September 30, 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 September 30, 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.
4
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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(1) Articles of Incorporation dated June 5, 1998
3.1.2(1) Articles of Amendment dated August 31, 1999
3.1.3 (2) Articles of Amendment dated June 4, 2004
3.2(1) Bylaws
31.1 Section 302 Certification
32.1 Section 906 Certification of CEO
32.2 Section 906 Certification of CFO
- - ------------------------------------
(1) Previously filed as an exhibit to the Company's Form 10-SB as filed on
January 6, 2003
(2) Previously filed as an exhibit to the Company's Form 10-KSB as filed on
October 15, 2004
(b) Reports on Form 8-K filed during the three months ended September 30,
2004.
No Current Reports on Form 8-K were filed during the three months ended
September 30, 2004
5
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: August 9, 2005 ARMOR ELECTRIC INC.
/S/ MERRILL MOSES
------------------------------------
Merrill Moses
President
6