UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment #1 to
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 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 ELECTRIC INC.
(Exact name of small business issuer as specified in its charter)
Florida 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 35,427,133
(Class) (Outstanding as of February 9, 2005)
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
December 31, 2004 (unaudited) (restated) and June 30, 2004 (restated) F-1
Unaudited Consolidated Condensed Statements of Operations for the three
and six months ended December 31, 2004 (restated), for October 29, 2003
to December 31, 2003 and cumulative from inception on October 29, 2003
through December 31, 2004 (restated) F-2
Unaudited Consolidated Condensed Statements of Cash Flows for the six
months ended December 31, 2004 (restated), for October 29, 2003 to
December 31, 2003 and cumulative from inception on October 29, 2003
through December 31, 2004 (restated) F-3
Statements of Stockholders' equity for the period from from inception
on October 29, 2003 through December 31, 2004 (unaudited) (restated) 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..............................................5
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
ARMOR ELECTRIC, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED BALANCE SHEETS
DECEMBER 31, JUNE 30,
2004 2004
--------- ---------
(unaudited) (restated)
(restated)
ASSETS
------
CURRENT ASSETS
Cash $ 55 $ --
Funds held in trust by related party 553 553
--------- ---------
Total Current Assets $ 608 $ 553
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $ 3,025 $ 526
State income tax payable 1,600 800
Accounts payable-related parties 15,868 15,868
Accrued payroll 17,625 11,000
--------- ---------
Total Current Liabilities 38,118 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 16,638 3,308
(Deficit) accumulated during the development stage (88,865) (65,666)
--------- ---------
Total Stockholders' Equity (37,510) (27,641)
--------- ---------
$ 608 $ 553
========= =========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-1
ARMOR ELECTRIC, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
(restated)
CUMULATIVE
THREE MONTHS OCTOBER 29, SIX MONTHS OCTOBER 29, FROM
ENDED 2003, INCEPTION ENDED 2003, INCEPTION OCTOBER 29, 2003
DECEMBER 31, TO DECEMBER 31, DECEMBER 31, TO DECEMBER 31, (INCEPTION) TO
2004 2003 2004 2003 DECEMBER 31, 2004
-------------------------------- -------------------------------- --------------
REVENUES $ -- $ -- $ -- $ -- $ --
------------- ------------- ------------- ------------- -------------
EXPENSES
General and administrative:
Consulting Fees -- 1 -- 1 21,001
Other 11,094 3,250 23,199 3,250 41,539
Research & Development -- -- -- -- 7,000
------------- ------------- ------------- ------------- -------------
Total expenses 11,094 3,251 23,199 3,251 69,540
------------- ------------- ------------- ------------- -------------
NET (LOSS) $ (11,094) $ (3,251) $ (23,199) $ (3,251) $ (69,540)
============= ============= ============= ============= =============
NET (LOSS) PER SHARE * * * *
============= ============= ============= =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 34,717,333 21,000,000 34,717,333 21,000,000
============= ============= ============= =============
* 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)
OCTOBER 29, CUMULATIVE FROM
2003 OCTOBER 29,
SIX TO 2003
MONTHS ENDED, DECEMBER 31, (INCEPTION) TO
DECEMBER 31, 2003 DECEMBER 31,
2004 (UNAUDITED) 2004
------------ ------------- -----------
OPERATING ACTIVITIES
Net (loss) from operations $(23,199) $ (3,251) $(69,540)
Common Stock issued for Services -- 1 21,001
Contributions to capital 13,330 3,250 31,870
Adjustments to reconcile net (loss) to net
cash provided (used) by operating activities:
Increase in state income tax payable 800 -- 1,600
Increase in accounts payable 2,499 -- 2,499
Increase in accrued payroll 6,625 -- 7,625
--------- --------- ---------
NET CASH PROVIDED (USED BY) OPERATING ACTIVITIES 55 -- (4,945)
--------- --------- ---------
FINANCING ACTIVITIES
Increase in accounts payable - related party (0) -- 5,000
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES (0) -- 5,000
--------- --------- ---------
NET INCREASE IN CASH 55 -- 55
--------- --------- ---------
CASH, BEGINNING OF PERIOD -- -- --
--------- --------- ---------
CASH, END OF PERIOD $ 55 $ -- $ 55
========= ========= =========
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 21,000
Contributed Capital 15,232 15,232
Net (Loss), for the period
ended April 27, 2004 (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 3,308 3,308
Net (loss) for period (9,308) (9,308)
------------ ------------ ------------ ------------ ------------
BALANCE,
JUNE 30, 2004 34,717,333 34,717 3,308 (65,666) (27,641)
Contributed Capital 13,330 13,330
Net (loss) for quarter (23,199) (23,199)
------------ ------------ ------------ ------------ ------------
BALANCE,
DECEMBER 31, 2004 (RESTATED) 34,717,333 $ 34,717 $ 16,638 $ (88,865) $ (37,510)
============ ============ ============ ============ ============
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 December 31, 2004 and the
results of its operations for the three months and six months ended December 31,
2004, and cash flows for six months ended December 31, 2004 and comparative
period of October 29, 2003 to December 31, 2003 have been made. Operating
results for the six months ended December 31, 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 December 31, 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.
Note 2. STOCK OPTION PLANS
During January 2005 the Company's Board of Directors approved the 2005 Incentive
Stock Option Plan and the 2005 Stock Plan.
2005 Incentive Stock Option Plan
- --------------------------------
This plan was established for employees, consultants, directors, and other
persons associated with the Company. It may be either incentive stock options,
non-qualified stock options, stock awards, restricted shares or cash awards as
determined by the Board of Directors. A maximum of 5 million shares are
authorized for issuance.
Options are not transferable, will be assigned a price at which the underlying
shares may be purchased when granted, will be assigned a vesting period as
predetermined in the plan for each type of person to whom and when granted, and
will expire 5 years from date of grant or less, depending on the term of office
or engagement.
For Federal income tax purposes, no income tax is applicable to the granting of
incentive stock options or their exercise, provided the exercised shares are
held for a requisite period of time after the date of issuance. Alternative
minimum tax may apply at the time of exercise, however. The Company is not
required to withhold income or other taxes upon the exercise of these options.
As provided for in Financial Accounting Standards Board opinion No. 123R
effective for small business issuers-as of the beginning of the first interim
period that begins after December 15, 2005, all such companies that used the
fair-value-based method for either recognition or disclosure under Statement 123
will apply this statement using a modified version of prospective application.
Under the transition method, compensation cost is recognized on or after the
required effective date for the portion of the outstanding awards for which the
requisite service has not yet been rendered, based on the grant-date fair value
of those awards calculated under Statement 123 for either recognition or pro
forma disclosures. This statement when effective, or earlier adopted, eliminates
the alternative use of APB 25, which used the intrinsic value method, and which
generally resulted in no compensation value when options were issued.
2005 Non-Qualified Stock Plan
- ------------------------------
The Board authorized up to 3 million shares of the Company's common stock for
issuance to certain persons. There are no restrictions on transferability. These
shares are not qualified under the Federal tax code and are, therefore, taxable
to the recipient and deductible by the Company when issued based on their fair
market value, provided there is no substantial risk of forfeiture. Income and
other taxes are to be withheld and/or paid by the Company at the time of
issuance, which also include employer wage related taxes.
Note 3. REGISTRATION STATEMENTS
The Company is in the process of filing on Form S-8, registration statements
with the Securities and Exchange Commission to register 3 million shares under
each of the above two plans.
Note 4. COMMON STOCK, RESTATED
The unaudited financial statements and disclosures thereto included in the
originally filed Form 10-QSB for the quarter ended December 31, 2004, included
the cancellation of 502,000 shares of common stock issued for services being
performed over a 5 month period, valued at $115, 460, on August 2, 2004. Both
the issuance and cancellation have been treated as a correction of an error,
accordingly, the unaudited financial statements and disclosures thereto have
been restated in the Form 10-QSB for the quarter ended September 30, 2004, and
the effect of the issuance and cancellation originally reported for the quarter
ended December 31, 2004, have been eliminated.
Note 5 - EFFECT OF RESTATEMENT OF FINANCIAL STATEMENTS
The effect of restating the financial statements for Armor 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, December 31, 2004:
Restated Originally presented Increase
-------- -------------------- --------
Revenues $ - 0 - $ - 0 - $ - 0 -
Expenses
General and administrative 11,094 7,799 3,295
--------- --------- ---------
Total Expenses 11,094 7,799 3,295
--------- --------- ---------
Net (Loss) $(11,094) $ (7,799) $ 3,295
========= ========= =========
(Loss) per share * * *
* less than (.01) per share
F-5
Accordingly, the following was the effect on operations for the period six
months ended, December 31, 2004:
Restated Originally presented Increase
-------- -------------------- --------
Revenues $ - 0 - $ - 0 - $ - 0 -
Expenses
General and administrative 23,199 15,354 7,845
--------- --------- ---------
Total Expenses 23,199 15,354 7,845
--------- --------- ---------
Net (Loss) $(23,199) $(15,354) $ 7,845
========= ========= =========
(Loss) per share * * *
* less than (.01) per share
The effect on cash flows for the period six months ended, December 31, 2004 was
as follows:
Originally Increase /
Restated presented (Decrease)
-------- --------- ----------
OPERATING ACTIVITIES
Net (loss) from operations $(23,199) $ (15,354) $ (7,845)
Contributions to capital 13,330 6,230 7,100
Adjustments to reconcile net (loss) to net
cash (used) by operating activities:
Increase in state income tax payable 800 -0- 800
Increase (decrease) in Accounts Payable 2,499 2,499 -0-
Increase in accrued payroll 6,625 6,625 -0-
-------- --------- --------
NET CASH (USED BY) OPERATING ACTIVITIES 55 -0- 55
-------- --------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES
NET INCREASE IN CASH 55 -0- 55
CASH, BEGINNING OF PERIOD -0- -0- -0-
CASH, END OF PERIOD 55 -0- 55
Accordingly, the following was the effect on operations for the cumulative
period from inception, October 29, 2003, to December 31, 2004:
Originally Increase/
Restated presented (Decrease)
-------- --------- ----------
Revenues $ -0- $ -0- $ -0-
Expenses
Research and Development 7,000 -0- 7,000
General and administrative 62,540 83,785 (21,245)
----------- ----------- -----------
Total Expenses 69,540 83,785 (14,245)
----------- ----------- -----------
Net (Loss) $ (69,540) $ (83,785) $ (14,245)
=========== =========== ===========
(Loss) per share * * *
*less than (.01) per share
F-6
The effect on cash flows for the cumulative period from inception, October 29,
2003, to December 31, 2004, was as follows:
Originally Increase /
Restated presented (Decrease)
-------- --------- ----------
OPERATING ACTIVITIES
Net (loss) from operations $(69,540) $(83,785) $ 14,245
Common Stock issued for Services 21,001 15,010 5,991
Contributions to capital 31,870 11,030 20,840
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 2,499 3,026 (527)
Increase (decrease) in accrued payroll 7,625 17,625 (10,000)
--------- --------- ---------
NET CASH (USED BY) OPERATING ACTIVITIES (4,945) (37,647) 32,702
--------- --------- ---------
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 55 -0- 55
CASH, BEGINNING OF PERIOD -0- -0- -0-
CASH, END OF PERIOD 55 -0- 55
Accordingly, the following was the effect on operations for the period from
inception, October 29, 2003, to December 31, 2003:
Increase/
Restated Originally presented (Decrease)
-------- -------------------- ----------
Revenues $ -0- $ -0- $ -0-
Expenses
General and administrative 3,251 2,575 676
-------- -------- --------
Total Expenses 3,251 2,575 676
-------- -------- --------
Net (Loss) $(3,251) $(2,575) $ 676
======== ======== ========
(Loss) per share * * *
* less than (.01) per share
Accordingly, the following was the effect on operations for the period from
inception, October 29, 2003, to December 31, 2003 and six months ended December
31, 2003:
Increase/
Restated Originally presented (Decrease)
-------- -------------------- ----------
Revenues $ -0- $ -0- $ -0-
Expenses
General and administrative 3,251 3,571 (320)
-------- -------- --------
Total Expenses 3,251 3,571 (320)
-------- -------- --------
Net (Loss) $(3,251) $(3,571) $ (320)
======== ======== ========
(Loss) per share * * *
* less than (.01) per share
F-7
The effect on cash flows from the inception, October 29, 2003, to December 31,
2003 and six months ended December 31, 2003, was as follows:
Increase /
Restated Originally presented (Decrease)
-------- -------------------- ----------
OPERATING ACTIVITIES
Net (loss) from operations $ (3,251) $(3,571) $ 320
Common Stock issued for Services 1 600 (599)
Contributions to capital 3,250 -0- 3,250
Adjustments to reconcile net (loss) to net
cash (used) by operating activities:
Increase in state income tax payable -0- -0- -0-
Increase (decrease) in Trust funds -0- 4,861 (4,861)
Increase (decrease) in accrued payroll -0- 1,250 (1,250)
--------- -------- --------
NET CASH (USED BY) OPERATING ACTIVITIES -0- 3,140 (3,140)
--------- -------- --------
NET INCREASE IN CASH -0- 3,140 (3,140)
CASH, BEGINNING OF PERIOD -0- -0- -0-
CASH, END OF PERIOD -0- 3,140 (3,140)
The effect on stockholders' equity as a result of the restatement of financial
statements was not material.
F-8
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 the 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 it is the intent of Nova
to continue to develop a wide variety of commercially viable vehicles and
products there.
Nova will also work closely with their strategic partner, Nu Age Electric Inc.,
who has developed the agreements with Hero Cycles for manufacturing and sales
capabilities but also with other additional sales distributorships for these
electric powered products in Brazil, Mexico, Chile, Germany, Italy, the
Caribbean, Canada, the USA and other locations.
In addition, Nova is currently in discussions with another potential strategic
partner, Turbine Electric Power Inc. who is developing a hydrogen gas burning
turbine generator which will provide continuous power to the lithium-ion
batteries used in all Nova electric powered vehicles. This turbine adaptation to
the Nova electric powered vehicles will preclude the necessity of having to plug
the vehicles in causing significant wasted recharge time.
3
The hydrogen used to power the turbine will be released from water on board the
vehicles under a very low psi (23 to 28 psi) and allow the driver to travel the
same distance as a gasoline engine powered vehicles but for a cost equivalent of
only $.27 per gallon of gasoline with no emissions, no spark plugs, no oil
changes, no filters, no tune-ups and no environmental damage. The capability as
to speed, torque and distance will be equivalent to a standard fossil fuel
burning vehicle.
Nova and Turbine Electric Power Inc. are also in discussions to develop, through
a joint venture, electric powered watercraft. Since the Nova lithium-ion battery
based electric propulsion system will be complimentary to the turbine technology
burning hydrogen as a fuel from water to power the batteries and the electric
motors, this joint project will be a significant compliment for each company and
an exceptional commercial venture for the partnership.
The turbine company also has rights to the newest high tech water pump for
greater water thrust power using less energy than any other water pump on the
market today thus giving greater capability to this joint venture for these
water products.
These silent running, and non polluting water craft can now be reintroduced back
to the large national park recreation lakes, rivers and coastal areas which are
currently being restricted on an increasing basis throughout the USA and
environmental conscious countries worldwide.
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
December 31, 2004, the Company posted a loss of $11,094..
The Company's main focus during the three months ended December 31, 2004 has
been continued development of the marketing rights acquired from Nova Electric
Systems Inc.
General & Administrative Expenses
- ---------------------------------
General and administrative expenses were $ 11,094 during the three months ended
December 31, 2004. The Company anticipates this will increase and 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 $37,510 (current assets less current liabilities).
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.
4
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
December 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 December 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. 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
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