FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1998
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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 000-22095
USA Service Systems, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1039267
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(State of Incorporation) (IRS Employer Identification Number)
10770 Wiles Rd. Coral Springs, FL 33076
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(Address of principal executive offices) (Zip Code)
Regristrant's telephone number: (954) 752-4289
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(Former name and address)
(Former year end)
Princeton Management Corporation
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5650 Greenwood Plaza, Suite 216
Englewood, CO 80111
December 31, 1998
Indicate by check mark whether the registrant (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 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at November 30, 1998
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Common Stock, $.001 par value 5,000,000 Shares
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS Page Number
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Condensed Balance Sheet at November 30, 1998 (Unaudited)
and November 30, 1997 3
Condensed Statements of Operations for the Three Months Ended
November 30, 1998 and 1997 (Unaudited) 4
Condensed Statements of Cash Flows for the Three Months ended November 30, 1998
And 1997 (Unaudited) 5
Notes to the Unaudited Condensed Financial Statements 6-7
Item 2. Management Discussion and Analysis 8-11
Item 6. Exhibits and Reports on Form 8-K 12
2
USA Service Systems, Inc.
Condensed Balance Sheet, Unaudited
November 30, 1998 November 30, 1997
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ASSETS
Cash $ 1,560 $ 5,935
Accounts Receivable, Net of Allowance for Doubtful Accounts of
$30,305 at November 30, 1998 18,055 31,481
Prepaid Consulting Fees and Other Current Assets 180,000 0
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Current Assets 199,615 37,416
Property and Equipment, Net of $3,259 in Accumulated
Depreciation at November 30, 1998 19,694 14,078
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TOTAL ASSETS $ 219,309 $ 51,494
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LIABILITIES AND CAPITAL
Accounts Payable $ 15,881 $ 32,313
Accrued Expense 34,954 17,941
Notes Payable, Current 293,613 0
Other Current 9,414 0
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Current Liabilities 353,862 50,254
Common Stock-$.001 Par Value, 100,000,000 Shares Authorized, 5,000 5,000
5,000,000 Shares Issued and Outstanding
Additional Paid-in-Capital 360,525 74,670
Accumulated Deficit (500,478) (78,430)
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Total Shareholders' Equity/(Deficiency) (134,953) 1,240
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Total Liabilities and Shareholders' Equity/(Deficiency) $ 219,309 $ 51,494
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3
USA Service Systems, Inc.
Condensed Statements of Operations, Unaudited
Three Months Three Months
Ending Ending
November 30, 1998 November 30, 1997
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Revenues $ 39,803 $ 76,323
Cost of Sales 31,924 64,591
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Gross Profit 7,879 11,372
Selling Expense 16,878 0
General and Administrative Expense 68,158 46,775
Interest Expense 7,340 0
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Total Expense 92,376 46,775
Net Loss (84,497) (35,043)
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Accumulated Deficit, Beginning (415,581) (43,387)
Accumulated Deficit, Ending $ (500,078) $ (78,430)
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Net Loss per Common Share $.017 $.007
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4
USA Service Systems, Inc.
Condensed Statements of Cash Flows
Three Months Three Months
Ended Ended
November 30, 1998 November 30, 1997
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Net Loss $ (84,497) $ (35,043)
Adjustments to Reconcile Net Loss and Net Cash
Used in Operating Activities
(Increase)/Decrease in Accounts Receivable 51,968 (31,481)
(Increase)/Decrease in Prepaid Consulting Fees
and Other Current Assets (180,000) 32,313
Increase in Accounts Payable (28,321) 17,941
Increase/(Decrease) in Accrued Expenses 29,132 0
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Total Adjustments (127,221) 18,773
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Net Cash Used in Operating Activities (211,718) (16,270)
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Net Proceeds, Private Placement 222,500 22,205
Repayment of Notes (12,297) 0
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Cash Flows from Financing Activities 210,203 22,205
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Net Increase/(Decrease) in Cash (1,515) 5,935
Cash at Beginning of Period 3,075 0
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Cash Balance at End of Period $ 1,560 $ 5,935
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5
USA Service Systems, Inc.
Notes to Financial Statements
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1. Quarterly Financial Statements
The Accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and 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 adjustments, which are necessary for a fair presentation of
the results for the interim period have been made.
2. Summary of Significant Accounting Policies
Bad Debts
The Company accounts for bad debts using the allowance method. Accounts
are written off when deemed uncollectable.
Equipment
Equipment is stated at cost less accumulated depreciation. Depreciation
is provided over a useful life of three to seven years using the
straight-line method. Major replacements which extend the useful life
of equipment are capitalized and depreciated over the remaining useful
life. Normal maintenance and repair items are charged to costs and
expenses as incurred.
Cash and Cash Equivalents
For cash flow purposes the Company considers all certificates of
deposit and highly liquid debt instruments purchased with a maturity of
three months or less to be cash equivalents.
Net Loss Per Share
The computation of Net Loss per share of common stock is
computed by dividing Net Loss for the period by the weighted
average number of shares outstanding during the period. In connection
with a merger accounted for as a recapitalization, Net Loss per share
reflects a recapitalization on a retroactive basis. (See Note 3)
Revenue Recognition
Revenue is recognized using the accrual method of accounting.
3. Organization and Business
USA Service Systems, Inc. (formerly known as Princeton Management
Corporation), a shell corporation (the "Company") was incorporated
under the Laws of the State of Colorado in October 1986. Effective
November 17, 1998, the "Company", acquired (the "Acquisition") all of
the issued and outstanding securities of USA Service Systems, Inc., a
Florida operating company ("USA") in consideration for which the
Company issued 3,750,000 shares of "restricted" common stock (post
forward split) to the former USA shareholders. For accounting purposes,
the Acquisition is considered to be a capital transaction accompanied
by a recapitalization. As a result of the Acq uisition, the Company has
adopted the fiscal year end of USA which is August 31.
6
Change in Control
Pursuant to the terms of the Acquisition, Gregory Simonds and Gilberta
Gara resigned their positions as officers and directors of the Company.
The following persons were appointed as officers/or directors of the
Company.
NAME OFFICE
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George D. Pursglove Chairman, President and Chief Executive Officer
Chester E. Howard Executive Vice President and Chief Financial
Officer and Director
Douglas C. MacLellan Director
4. Notes Payable, Current
The Company has been dependent on borrowings for operating capital. The
Company has borrowed $355,910, with $62,297 having been repaid. The
current balance is $293,613. The Company is not currently in default on
any of the above notes.
5. Borrowings, Related Party Transactions
Two current Company officers have loaned the Company $21,492 in October
1998. The amount (included with Notes Payable, Current in the Condensed
Balance Sheet) is still outstanding and is based on the same terms as
notes outstanding to non-affiliated parties.
6. Conversion of notes
Subsequent to quarter end the Company has converted $175,000 of the
above notes at $.80 per share into common stock of the Company.
7. Change of Business
The Company has redirected its business efforts from that of a "shell"
company to one engaged in servicing of national, retail chains in the
area of product assembly, display building, product demonstrations, and
inventory counts and audits. The Company performs these services
directly for the retail chain or for various suppliers that sell to
these retail chains.
8. Letters of Intent
The Company has entered into letters of intent for the acquisition of
four companies engaged in the same type of business. The companies are
located in the Northwest, Southeast, Midwest and western parts of the
United States. Management of the Company believes these acquisitions
fit well with the Company's strategy of becoming a one-stop service
solution for national retail chains and suppliers.
Management of the Company believes the aggregate sales of these four
entities are approximately $16 million and have approximately 700
employees. As discussed in the Capital and Liquidity Resources section,
these acquisitions are dependent on the ability of the Company to
acquire additional financing, which is estimated to be $4.0 million.
9. Prepaid Services
The Company prepaid an aggregate of $175,000 in fees to consultants in
considerate for financial advisory services rendered by the consultants
to the Company.
7
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
The Private Litigation Reform Act of 1995 provides a "safe harbor" for
certain forward-looking statements. The forward-looking statements contained in
this Form 10-QSB are subject to certain risks and uncertainties. Actual results
could differ materially from current expectations. Among the factors that could
affect the Company's actual results and cause them to differ from
forward-looking statements contained herein is implementing the Company's
business strategy successfully. The implementation will depend on business,
financial and other factors beyond the Company's control. These could include
prevailing changes in consumer preferences and availability of a competent work
force. There can be no assurance that the Company will continue to be successful
in the implementation of its business strategy. Words used in this Form 10-QSB
such as "expects", "believes", "estimates" and "anticipates" and variations of
such words and similar expressions are intended to identify such forward-looking
statements.
The following should be read in conjunction with the Condensed
Consolidated Financial Statements of the Company and the Notes thereto included
elsewhere in this Form 10-QSB.
Overview
USA Service Systems, Inc. (formerly known as Princeton Management
Corporation), a shell corporation (the "Company") was incorporated under the
Laws of the State of Colorado in October 1986. Effective November 17, 1998, the
"Company", acquired (the "Acquisition") all of the issued and outstanding
securities of USA Service Systems, Inc., a Florida operating company ("USA") in
consideration for which the Company issued 3,750,000 shares of "restricted"
common stock (post forward split) to the former USA shareholders. For accounting
purposes, the Acquisition is considered to be a capital transaction accompanied
by a recapitalization. As a result of the Acq uisition, the Company has adopted
the fiscal year end of USA which is August 31.
USA performs various merchandising and marketing services in the United
States. Services provided include product assembly, display building and
maintenance, product demonstrations and merchandise replenishment functions.
This service is provided mainly to national retail store chains and to major
suppliers to these chains.
As of the date of this report USA has reached agreement with four other
companies engaged in the same genre of business. USA intends to acquire these
companies with a combination of stock, cash and notes. Upon closing of these
acquisitions, USA will employ approximately 700 people and the combined entity
is expected to have approximately $16 million in annual revenues, on a pro forma
basis.
8
Change in Control
As per the terms of the Acquisition, Gregory Simonds and Gilberta Gara
resigned their positions as officers and directors of the Company. The following
persons were appointed as new officers and directors.
NAME POSITION
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George D. Pursglove Chairman, President and Chief Executive Officer,
Director
Chester E. Howard Executive Vice President, Chief Financial
Officer, Director
Douglas C. MacLellan Director
Liquidity and Capital Resources
The Company requires substantial continuing capital investment to
complete the acquisition of the four companies engaged in the same genre of
business. It is necessary for the Company to acquire these companies to gain
critical mass and the necessary infrastructure to perform as a national solution
for major retailers and vendors. Although the Company has been able to arrange
debt facilities to date, there can be no assurance that sufficient debt
financing will continue to be available in the future, nor that it will be
available on terms acceptable to the Company. The Company is relying on the net
proceeds from a private placement of its common stock (See "Subsequent Events",
below) to pay fees associated with the Acquisition, to repay certain
indebtedness, continue development of the Company's infrastructure, develop
computer systems and provide working capital. The Company believes that it will
require additional debt or equity financing to consumate with the acquisition of
the four competitors and for working capital. The Company expects that the
additional financing will be in the form of additional equity placements in the
future, however, no assurance can be given that the Company will be able to
obtain additional financing on reasonable terms, if at all.
Bridge Loans
The Company has borrowed $355,910 from various entities, as evidenced
by promissory notes dated from December 2, 1997 to August 23, 1998. The notes
bear interest at the rate of 10% per annum and are due and payable one year
from their issuance. Subsequent to November 30, 1998, certain note holders
converted an aggregate of $175,000 of promissory notes into shares of common
stock at $.80 per share. The proceeds of the notes described above
(collectively, the "Bridge Loans") were used to establish the Company's
corporate office in Coral Springs, FL, hire Regional Managers, pursue additional
financing and pursue acquisitions.
9
Results of Operations
Revenues for the three months ended November 30, 1998 and November 30,
1997 respectively were $39,803 and $76,323. The decrease from the prior year is
attributable to the change in focus to growth by acquisition and the devotion of
a major share of Management's efforts on that behalf.
Costs of Sales for the same comparative periods were $31,924 and
$64,591 respectively. The change in Cost of Sales is attributable mainly to the
change in revenues.
Selling expenses that include Regional offices and their travel,
advertising and wages were $16,878 for the period ended November 30, 1998 and $0
for the period ended November 30, 1997. (Regional Managers and offices had not
been established at that time).
General and administrative expense for the period ended on November 30,
1998 was 39,599 (exclusively public shell related costs of $29,559) and $46,775
for the same period last year. The prior year reflected the additional expense
of getting the infrastructure to go forward in place.
Interest expense for the quarter ended November 30, 1998 was $7,340
with no interest expense for the corresponding period last year.
All of the above resulted in a net loss of $84,497 for the period ended
November 30, 1998 and a net loss of $35,043 for the period ended November 30,
1997. The main reason for the increase in losses is the expenditures to source
and obtain a suitable public shell and the attendant professional services
expenses and travel expense.
Financial Condition
The Company ended the quarter November 30, 1998, with liquid resources
(cash and accounts receivable) of $ 19,615, compared to $ 37,416 at November 30,
1997. The decrease is due to the increased general and administrative costs
associated with developing the potential acquisitions and increases in necessary
staffing.
Current liabilities increased from $ 50,254 on November 30, 1997, to $
353,862 as of November 30, 1998. This change was due to the issuance on various
notes as detailed under Notes Payable.
10
Year 2000 Compliance
The Company is aware of the issues associated with the programming code
in existing computer systems as the year 2000 approaches. The year 2000 issue
relates to whether computer systems will function correctly and will properly
recognize dates after 1999. If they cannot adequately process beyond the year
1999 and are not corrected significant uncertainties exist. The Company uses
computer systems internally in their business and has made efforts to make sure
they are year 2000 compliant. The Company intends to have all of its software
year 2000 compliant before the end of 1999. The Company does not consider the
cost of this compliance significant.
The Company however, cannot predict the effect of the Year 2000 issue
on entities with which it does business and there can be no assurance that the
effect on these entities from the year 2000 issue will not have a material
adverse effect on the Company's business, financial condition or result of
operations. The Company will be formulating a contingency plan with respect to
such entities with which it does business.
Any new software, hardware or support systems implemented in the future
will be year 200 compliant or will have upgrades or updates or replacement
before the year 2000. Management is currently assessing the year 2000 compliance
expense and related potential effect on the Company's earnings.
Subsequent Events
Subsequent to November 30, 1998, the Company received gross proceeds of
$345,000 through a private sale of Common Stock. The funds were used, and are
being used, as stated in the first paragraph of the Liquidity and Capital
Resouces section of this report.
11
ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K
(b) Reports filed on Form 8-K
8-K filed December 2, 1998 Item 10, Other Events, Changes in Control of Registrant
Item 11, Changes in Registrant's Certifying Accountant
8-K filed October 20, 1998 Item 12, Letter of Intent, Acquisition of USA Service Systems, Inc.
12
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.
USA Service Systems, Inc.,
a Colorado corporation
Date: January 19, 1999 By: /s/ George Pursglove
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George Pursglove, Chief Executive
Officer and President
Date: January 19, 1999 By: /s/ Chet Howard
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Chet Howard, Chief Accounting Officer