U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-32375
AUTEC ASSOCIATES, INC.
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
FLORIDA 65-0067192
------------------------------ -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
38 East Osceola Street
Stuart, Florida 34994
--------------------------------------
(Address of Principal Executive Offices)
(561) 288-0666
-------------------------
(Issuer's telephone number)
N/A
---------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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
----- -----
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Class Outstanding as of August 18, 2003
- ------ -------------------------------
Common Stock, no par value 12,500,000
Transitional Small Business Disclosure Format (check one)
Yes No X
----- -----
PART I. FINANCIAL INFORMATION 1
ITEM 1. FINANCIAL STATEMENTS 1
BALANCE SHEETS 2
STATEMENTS OF OPERATIONS 3
STATEMENTS OF STOCKHOLDERS' EQUITY 4
STATEMENTS OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 7
ITEM 3. CONTROLS AND PROCEDURES 14
PART II. OTHER INFORMATION 14
ITEM 1. LEGAL PROCEEDINGS 14
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 14
ITEM 5. OTHER INFORMATION 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 14
SIGNATURES 15
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ----------------------------
AUTEC ASSOCIATES, INC.
FINANCIAL STATEMENTS
June 30, 2003 and December 31, 2002
1
AUTEC ASSOCIATES, INC.
Balance Sheets
ASSETS
------
June 30, December 31,
2003 2002
-------- --------
(Unaudited)
CURRENT ASSETS
Cash $ 12,951 $ 23,102
Inventory 16,318 13,205
-------- --------
Total Current Assets 29,269 36,307
-------- --------
PROPERTY AND EQUIPMENT
Furniture and fixtures 2,497 2,497
Less - accumulated depreciation (998) (749)
-------- --------
Total Property and Equipment 1,499 1,748
-------- --------
TOTAL ASSETS $ 30,768 $ 38,055
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $ 27,514 $ 27,501
Accrued expenses 1,080 3,868
-------- --------
Total Current Liabilities 28,594 31,369
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STOCKHOLDERS' EQUITY
Common stock; 20,000,000 shares authorized of no par
value, 12,500,000 shares issued and outstanding 20,100 20,100
Additional paid-in capital 42,617 38,617
Accumulated deficit (60,543) (52,031)
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Total Stockholders' Equity 2,174 6,686
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 30,768 $ 38,055
======== ========
The accompanying notes are an integral part of these financial statements.
2
AUTEC ASSOCIATES, INC.
Statements of Operations
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
REVENUE
Net sales $ 39,830 $ 33,151 $ 90,036 $ 66,680
Cost of goods sold 16,259 27,848 47,618 36,879
------------ ------------ ------------ ------------
Gross Profit 23,571 5,303 42,418 29,801
------------ ------------ ------------ ------------
EXPENSES
Depreciation 125 125 250 250
General and administrative 16,975 14,108 32,272 25,986
Salaries 9,240 9,168 18,408 18,408
------------ ------------ ------------ ------------
Total Expenses 26,340 23,401 50,930 44,644
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (2,769) (18,098) (8,512) (14,843)
INCOME TAXES -- -- -- --
------------ ------------ ------------ ------------
NET LOSS $ (2,769) $ (18,098) $ (8,512) $ (14,843)
============ ============ ============ ============
BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 12,500,000 12,500,000 12,500,000 12,500,000
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
3
AUTEC ASSOCIATES, INC.
Statements of Stockholders' Equity
Common Stock Additional
----------------------- Paid-in Accumulated
Shares Amount Capital Deficit
---------- ---------- ---------- ----------
Balance, December 31, 2002 12,500,000 20,100 38,617 (52,031)
Contributed capital (unaudited) -- -- 4,000 --
Net loss for the six months ended
June 30, 2003 (unaudited) -- -- -- (8,512)
---------- ---------- ---------- ----------
Balance, June 30, 2003
(unaudited) 12,500,000 $ 20,100 $ 42,617 $ (60,543)
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
AUTEC ASSOCIATES, INC.
Statements of Cash Flows
(Unaudited)
For the Six Months Ended
June 30,
------------------------
2003 2002
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (8,512) $(14,843)
Adjustments to receivable net loss to net cash
used by operating activities
Depreciation expense 250 250
Changes in operating assets and liabilities:
(Increase) decrease in inventory (3,114) 2,020
Increase (decrease) in accounts payable 13 (22,796)
Increase (decrease) in accrued expenses (2,788) (1,099)
-------- --------
Net Cash Used by Operating Activities (14,151) (36,468)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES -- --
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Contributed capital 4,000 --
-------- --------
Net Cash Provided by Financing Activities 4,000 --
-------- --------
NET DECREASE IN CASH (10,151) (36,468)
CASH AT BEGINNING OF PERIOD 23,102 43,947
-------- --------
CASH AT END OF PERIOD $ 12,951 $ 7,479
======== ========
CASH PAID FOR:
Interest $ -- $ --
Income taxes $ -- $ --
The accompanying notes are an integral part of these financial statements.
5
AUTEC ASSOCIATES, INC.
Notes to the Financial Statements
June 30, 2003 and 2002
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. 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 in accordance with such
rules and regulations. The information furnished in the interim condensed
financial statements include normal recurring adjustments and reflects all
adjustments, which, in the opinion of management, are necessary for a fair
presentation of such financial statements. Although management believes the
disclosures and information presented are adequate to make the information
not misleading, it is suggested that these interim condensed financial
statements be read in conjunction with the Company's most recent audited
financial statements and notes thereto included in its December 31, 2002
Annual Report on Form 10-KSB. Operating results for the six months ended
June 30, 2003 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2003.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, as of June 30, 2003,
the Company's current liabilities exceed its current assets, and the
Company experienced a loss for the period. It is the intent of the Company
to continue its current operations, in accordance with its business
prospectus, which management believes will generate enough cash to cover
the Company's operating expenses. However, there is no guarantee that the
Company will be able to achieve its goals or continue as a going concern.
6
Statements made in this Form 10-QSB that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section
21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
The Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond the control of
the Company that could cause actual results and events to differ materially from
historical results of operations and events and those presently anticipated or
projected. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated
events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL
Autec Associates, Inc. was formed on June 30, 1988 as a corporation under
the laws of the State of Florida (the "Company"), and currently trades on the
Over-the-Counter Bulletin Board under the symbol "AUTC". Since its inception in
1988, the Company is engaged in the design, manufacturing, marketing,
distribution and repair of stone-set jewelry using diamonds and other precious
gemstones, such as rubies, sapphires and emeralds. The Company also manufactures
and designes numerous modern styles of stone-set jewelry, including necklaces,
earrings, rings, bracelets, and other ornaments.
The Company's principal executive office is located at 38 East Osceola
Street, Stuart, Florida 34994. Its telephone number is (561) 288-0666, its
facsimile number is (561) 220-8132, and its e-mail address is autec@hotmail.com.
The Company currently maintains a retail outlet for the sale of its jewelry
products to the public in Stuart, Florida. The Company intends to broaden its
customer base by selling its jewelry products within the United State and
Canada. Customers for the jewelry products are primarily consumers. The
Company's current market concentration is in southeastern United States, which
is primarily due to long-term existing relationships with certain clients.
Net sales for the six-month periods ended June 30, 2003 and 2002 were
$90,036 and $66,680, respectively, resulting primarily from the sale of its
jewelry products. However, the Company realized a net loss for the six-month
periods ended June 30, 2003 and 2002 of ($8,512) and ($14,843), respectively.
PRODUCTS AND SERVICES
Jewelry
The Company designs, manufactures, markets and repairs jewelry using
diamonds and other precious gemstones, such as rubies, sapphires and emeralds.
The Company designs and manufactures virtually all modern kinds of jewelry,
including necklaces, earrings, rings, bracelets, and other ornaments, and
markets these items principally as fashion accessories with an average sales
price of approximately $200 per item.
7
The Company primarily uses the diamond in its design and production of
jewelry products because of its special optical properties. Its high refractive
index, or light-bending ability, enables it to throw back almost all the light
that enters a well-cut diamond. This gives rise to the diamond's brilliant
luster. Second, the diamond exhibits strong dispersion, or the ability to
separate the various colors of the spectrum. This causes the diamond to throw
back the bright flashes of separate colors for which it is particularly noted.
The Company typically purchases diamonds ranging from approximately $10,000 to
$100,000 in value. Approximately ninety percent (90%) of the Company's capital
available for purchase of precious gemstones is used to purchase diamonds.
The Company employs the services of a third-generation goldsmith who
designs the jewelry and sets precious stones. The Company intends to maintain a
broad mix of its designed jewelry so that it can meet the varying needs of its
customers. This enables the Company to supply each individual customer with a
number of unique, creative and different styles of jewelry. The Company attempts
to provide its customers with rings and other jewelry products that also
incorporate traditional styles and designs. Additionally, the Company can create
specially designed products in response to requests or pictures submitted to the
Company by its customers. This variety and flexibility in the design and
manufacture of the Company's jewelry allows the Company to meet a wide variety
of jewelry needs. Management of the Company believes that the Company is
recognized nationwide and throughout Canada for its innovation and high quality
in the design and manufacture of jewelry products.
Management of the Company believes that its metallurgist has combined
certain processes and developed a new and unique process for the casting and
fabrication of metals, and that the process distinguishes the Company's
creations and designs from others on the market. The casting process combines
modern technology, mechanization and hand craftsmanship to produce unique,
innovative and fashionable jewelry. Management of the Company believes that its
casting process is therefore a superior process because of the simultaneous
utilization of the centrifugal device and vacuum. Management believes that it
thus obtains maximum benefits and eliminates the commonly found porosity voids
and inconsistent densities. As a result, the developed process provides for the
manufacture of high-quality rights, earrings, pendants and bracelets which are
consistent in density with little or no porosity or voids. After the casting
process, the jewelry undergoes a series of cleaning and polishing stages before
being labeled for sale.
CUSTOMERS AND MARKETING
Customers
Management of the Company believes that its business strategy is enabling
the Company to become well-recognized and reputable for its creative and unique
designs in the value-price, stone-set jewelry industry. Management believes that
its business strategy has allowed the Company to leverage the expertise and
customer base the Company has established in the southeastern United States
market to potentially increase sales in the much larger markets of the United
States. The Company's business strategy focuses on the following: (i) capitalize
on the Company's manufacturing process; (ii) extend customer base and utilize
non-traditional distribution lines such as the Internet; and (iii) develop and
maintain a broad product mix.
8
Marketing Strategy
The Company maintains a sales office in Stuart, Florida. The Company
promotes its jewelry products to a wide range of customers via existing
relationships, trade shows and product presentations. Management believes that
the Company's manufacturing process allows the Company to provide its customers
with uniquely designed jewelry competitively priced.
Management emphasizes maintaining and building upon the Company's
relationships with existing customers. The Company is currently creating a
service which would allow the customer to "trade-up" the diamond or precious
gemstone originally purchased from the Company for a diamond or precious
gemstone of a larger size or higher quality. The Company would offset the
purchase price of the upgraded diamond or precious gemstone with the original
purchase price of the lower valued diamond or precious gemstone.
Management of the Company is currently addressing and formulating a market
strategy for the sale and distribution of its products. Management intends that
a principal component of the Company's marketing strategy will involve the
creation and establishment of a website on the Internet. The Company intends to
create a diamond and precious gemstone database from which the consumer would
potentially be able to select a diamond or gemstone of their choice. Such a data
base would allow the consumer to interact with the webpage and provide the
Company with the consumer's criteria for their respective selection, such as
size, shape, color, clarity, and price range. The consumer would also be able to
review all grading report data on diamonds and other precious gemstones that
have been graded by laboratories such as European Gem Laboratories in Los
Angeles, California ("EGL-LA"), European Gem Laboratories in New York, New York
("EGL-NY") and Gemlogical Institute of America in New York, New York ("GIA").
Management further believes that creation and establishment of a webpage on
the Internet would set the Company apart from the typical mass production and
manufacturing of jewelry. The customer would be able to personally interact with
the jeweler throughout the creation of his/her jewelry, which would ultimately
result in a very unique and specialized product. The Company's design department
is being expanded to feature unique and modern designs and, together with the
website page, would provide the customer with a very different and
individualized experience in the purchase of jewelry. The website pages would
also include photographs of finished jewelry, design information and ordering
information.
The Company intends to market its jewelry products through the use of joint
ventures, direct sales and independent commissioned representatives. To aid in
the marketing of the Company's products, the Company intends to utilize several
marketing approaches including advertising in trade publications, press releases
and advertising promotional tools, such as CD-ROMs, catalogs and participation
in trade shows. Management intends to direct a significant portion of its
marketing efforts toward further market penetration in the United States and
Canada.
The Company has established and maintains contacts with diamond cutting
houses located in South Africa, Belgium, India, Israel and Russia. Management
intends to work closely with representatives of these diamond cutting houses in
order to acquire a large selection of high quality diamonds and other gemstones
featuring various popular cuts and carat weights.
The Company purchases its diamonds and other precious stones from such
wholesalers at prices based on certain discounts suggested by Rapaport Report.
Prices are generally set based upon the cost of the stone, materials, labor
involved, and a general mark-up of approximately 50%.
9
RESULTS OF OPERATION
Six-Month Period Ended June 30, 2003 Compared to Six-Month Period Ended June 30,
2002
The Company's net loss during the six-month period ended June 30, 2003 was
approximately ($8,512) compared to a net loss of approximately ($14,843) during
the six-month period ended June 30, 2002 (a decrease of $6,331).
Net sales for the six-month periods ended June 30, 2003 and 2002 were
$90,036 and $66,680, respectively (an increase of $23,356 during the six-month
period ended June 30, 2003 compared to the six-month period ended June 30,
2002.). The increase in net sales during the six-month period ended June 30,
2003 was primarily due to change in sales volume. Prices for the Company's
jewelry products have been and continue to be consistent as a percentage of
costs. Therefore, any fluctuations in sales revenue would be derived from
changes in sales volume.
Gross profit for the six-month periods ended June 30, 2003 and 2002
amounted to $42,418 and $29,801, respectively (an increase of $12,617 during the
six-month period ended June 30, 2003 compared to the six-month period ended June
30, 2002). Although cost of goods sold increased during the six-month period
ended June 30, 2003, the increase in net profit was primarily a result of an
increase in net sales.
During the six-month period ended June 30, 2003, the Company recorded
operating expenses of $50,930 compared to $44,644 of operating expenses recorded
during the six-month period ended June 30, 2002 (an increase of $6,286). The
operating expenses incurred during the six-month period ended June 30, 2003
consisted primarily of the following: (i) general and administrative expenses of
approximately $32,272 compared to $25,986 in general and administrative expenses
incurred during the six-month period ended June 30, 2002; (ii) salary expense of
approximately $18,408 compared to $18,408 in salary expense incurred during the
six-month period ended June 30, 2002; and (iii) depreciation of $250 compared to
$250 in depreciation incurred during the six-month period ended June 30, 2002.
The increase in operating expenses during the six-month period ended June 30,
2003 was primarily due to the Company incurring more general and administrative
expenses. General and administrative expenses generally include corporate
overhead, shipping and warehousing costs, selling expenses and professional
fees.
Net loss realized during the six-month period ended June 30, 2003 increased
compared to net loss realized during the six-month period ended June 30, 2002,
which was primarily due to the increase in general and administrative expenses
during the six-month period ended June 30, 2003. The Company's net loss during
the six-month period ended June 30, 2003 was approximately ($8,512) compared to
net loss of approximately ($14,843) during the six-month period ended June 30,
2002. The weighted average of common shares outstanding were 12,500,000 for the
six-month periods ended June 30, 2003 and 2002, respectively.
10
Three-Month Period Ended June 30, 2003 Compared to Three-Month Period Ended June
30, 2002
The Company's net loss during the three-month period ended June 30, 2003
was approximately ($2,769) compared to a net loss of approximately ($18,098)
during the three-month period ended June 30, 2002 (a decrease of $15,329).
Net sales for the three-month periods ended June 30, 2003 and 2002 were
$39,830 and $33,151, respectively (an increase of $6,679 during the three-month
period ended June 30, 2003 compared to the three-month period ended June 30,
2002.). The increase in net sales during the three-month period ended June 30,
2003 was primarily due to change in sales volume. Prices for the Company's
jewelry products have been and continue to be consistent as a percentage of
costs. Therefore, any fluctuations in sales revenue would be derived from
changes in sales volume.
Gross profit for the three-month periods ended June 30, 2003 and 2002
amounted to $23,571 and $5,303, respectively (an increase of $18,268 during the
three-month period ended June 30, 2003 compared to the three-month period ended
June 30, 2002). Cost of goods sold decreased during the three-month period ended
June 30, 2003, therefore, the increase in net profit was primarily a result of
an increase in net sales and a decrease in cost of goods sold.
During the three-month period ended June 30, 2003, the Company recorded
operating expenses of $26,340 compared to $23,401 of operating expenses recorded
during the three-month period ended June 30, 2002 (an increase of $2,939). The
operating expenses incurred during the three-month period ended June 30, 2003
consisted primarily of the following: (i) general and administrative expenses of
approximately $16,975 compared to $14,108 in general and administrative expenses
incurred during the three-month period ended June 30, 2002; (ii) salary expense
of approximately $9,240 compared to $9,168 in salary expense incurred during the
three-month period ended June 30, 2002; and (iii) depreciation of $125 compared
to $125 in depreciation incurred during the three-month period ended June 30,
2002. The increase in operating expenses during the three-month period ended
June 30, 2003 was primarily due to the Company incurring more general and
administrative expenses.
Net loss realized during the three-month period ended June 30, 2003
decreased compared to net loss realized during the three-month period ended June
30, 2002, which was primarily due to the increase in net sales and the decrease
in cost of goods sold during the three-month period ended June 30, 2003. The
Company's net loss during the three-month period ended June 30, 2003 was
approximately ($2,769) compared to net loss of approximately ($18,098) during
the three-month period ended June 30, 2002. The weighted average of common
shares outstanding were 12,500,000 for the three-month periods ended June 30,
2003 and 2002, respectively.
LIQUIDITY AND CAPITAL RESOURCES
For the Six-Month Period Ended June 30, 2003
As of the six-month period ended June 30, 2003, the Company's current
assets were $29,269 and its current liabilities were $28,594, which resulted in
a working capital surplus of $675.
11
As of the six-month period ended June 30, 2003, the Company's total assets
were $30,768 compared to total assets of $38,055 for fiscal year ended December
31, 2002. This decrease in total assets from fiscal year ended December 31, 2002
was due primarily to a decrease in cash. As of the six-month period ended June
30, 2003, the Company's total assets consisted of: (i) $29,269 in current
assets; and (ii) $1,499 in valuation of furniture and equipment (less
accumulated depreciation).
As of the six-month period ended June 30, 2003, the Company's total
liabilities were $28,594 compared to total liabilities of $31,369 for fiscal
year ended December 31, 2002. This decrease in total liabilities from fiscal
year ended December 31, 2002 was due primarily to a decrease in accrued
expenses. As of the six-month period ended June 30, 2003, the Company's total
liabilities consisted of: (i) $27,514 in accounts payable; and (ii) $1,080 in
accrued expenses.
As of the six-month period ended June 30, 2003, the Company's total assets
exceeded its total liabilities by $2,174.
As of the six-month period ended June 30, 2003, the Company's stockholders'
equity decreased from $6,686 for fiscal year ended December 31, 2002 to $2,174
for the six-month period ended June 30, 2003.
The Company has not generated positive cash flow from operating activities.
For the six-month period ended June 30, 2003, the net cash used by operating
activities was ($14,151) compared to net cash used by operating activities of
($36,468) for the six-month period ended June 30, 2002. The decrease in net cash
used by operating activities during the six-month period ended June 30, 2003
compared to the six-month period ended June 30, 2002 resulted from: (i) a net
loss of ($8,512) incurred during the six-month period ended June 30, 2003
compared to a net loss of ($14,843) incurred during the six-month period ended
June 30, 2002; (ii) a change in accounts payable to $13 during the six-month
period ended June 30, 2003 compared to ($22,796) during the six-month period
ended June 30, 2002; and (iii) a change in accrued expenses to ($2,788) during
the six-month period ended June 30, 2003 compared to ($1,099) during the
six-month period ended June 30, 2002.
The Company's cash flows from investing activities was $-0- during the
six-month periods ended June 30, 2003 and 2002, respectively,
Cash flows provided by financing activities was $4,000 during the six-month
period ended June 30, 2003 compared to $-0- in cash flows provided by financing
activities during the six-month period ended June 30, 2002, which resulted from
contributed capital.
PLAN OF OPERATION
The Company has only recently generated sufficient cash flow to partially
fund its operations and activities. The Company may experience a liquidity
crisis and be required to raise additional capital. Historically, the Company
has relied upon internally generated funds and funds from the sale of shares of
stock, capital contributions from its shareholders, and loans from its
shareholders and private investors to finance its operations and growth.
12
Management of the Company anticipates an increase in operating expenses
over the next three years to pay expenses associated with its operational
activities. Based upon these operational requirements, the Company must raise
additional funds. The Company may finance these expenses by raising additional
capital through future public or private offerings of its stock or through loans
from private investors, although there can be no assurance that the Company will
be able to obtain such financing. The Company's future success and viability are
primarily dependent upon the ability of the Company's current management to (i)
strengthen and increase its customer base by enhancing the marketability of its
products, (ii) increase the number of customers and expand into additional
markets, (iii) control inventory costs; and (iv) increase the manufacture rate.
Management is optimistic that the Company will be successful in its capital
raising efforts. There can be no assurance, however, that the Company will be
able to continue to successfully distribute and market its jewelry products and
to raise additional capital. If adequate funds are not available or are not
available on acceptable terms, the Company may not be able to continue to
conduct its business operations successfully, which could significantly and
materially restrict or delay the Company's overall business operations.
Material Commitments/Funding
As of the date of this Quarterly Report, the Company does not have any
material commitments for fiscal year 2003.
Based upon a twelve-month plan proposed by management, it is anticipated
that the Company's operational work plan will require approximately $200,000 of
financing designed to fund the general business operations. As of the date of
this Annual Report, the Company does not have any material commitments nor does
management anticipate any material commitments within the next twelve months. It
is anticipated that any expenditures to be incurred by the Company will be
operational. Management anticipates that a substantial portion of the initial
budget of $200,000 for the twelve-month work plan, which includes such
expenditures, will be funded pursuant to revenues generated from the sale of the
Company's jewelry products, or pursuant to public or private offerings of its
debt or equity securities, or future advancements. The Company may not be able
to raise such funds and, therefore, the successful marketing of its products may
not be accomplished.
From the date of this Quarterly Report, management believes that the
Company can satisfy its cash requirements for approximately the next six months
based on its ability to generate revenues or obtain advances from certain
investors and related parties. In the event the Company is unable to generate
such cash, management believes that the Company can satisfy its cash
requirements for approximately the next three months from its liquid assets.
OFF-BALANCE BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, the Company does not have any
off-balance sheet arrangements that have or are reasonably like to have a
current or future effect on the Company's financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors. The
term "off-balance sheet arrangement" generally means any transaction, agreement
or other contractual arrangement to which an entity unconsolidated with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee contract, derivative instrument or variable interest; or (ii) a
retained or contingent interest in assets transferred to such entity or similar
arrangement that serves as credit, liquidity or market risk support for such
assets.
13
ITEM III. CONTROLS AND PROCEDURES
(a) The Company, under the supervision of the President, has conducted an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures within ninety (90) days of the filing date of
this Quarterly Report. Based upon the results of this evaluation, the Company
believes that they maintain proper procedures for gathering, analyzing and
disclosing all information in a timely fashion that is required to be disclosed
in its reports under the Securities Exchange Act of 1934, as amended. There have
been no significant changes in the Company's controls subsequent to the
evaluation date.
(b) There were no significant changes in the Company's internal control or
in other factors that could significantly affect the Company's internal controls
subsequent to the evaluation date.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or other party involving the Company or its properties.
No director, officer or affiliate of the Company is (i) a party adverse to the
Company in any legal proceedings, or (ii) has an adverse interest to the Company
in any legal proceedings. Management is not aware of any legal proceedings
pending or that have been threatened against the Company or its properties.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No report required.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted,
pursuant to Section 906 of the Sarbanes-Oxley Act.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as adopted,
pursuant to Section 906 of the Sarbanes-Oxley Act.
14
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.
AUTEC ASSOCIATES, INC.
Dated: August 18, 2003 By: /s/ Arthur Garrison
-----------------------
Arthur Garrison,
President/Chief Executive Officer
Dated: August 18, 2003 By: /s/ Luther Jefferies
------------------------
Luther Jefferies, Secretary/
Chief Financial Officer
15
LETTERHEAD OF AUTEC ASSOCIATES, INC.
CERTIFICATION
I, Arthur Garrison, certify that:
1. I have reviewed and read this Quarterly Report on Form 10-QSB of Autec
Associates, Inc. (the "Company");
2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;
3. Based on my knowledge, the financial statements and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this
Quarterly Report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in the Exchange Act Rules 13a-14 and 15d-14) for the
Company and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
subsidiary, is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;
(b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this Quarterly Report (the "Evaluation Date"); and
(c) presented in this Quarterly Report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the Company's
auditors and board of directors performing the equivalent functions of an
audit committee:
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for
the Company's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
controls; and
6. I have indicated in this Quarterly Report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
/s/ Arthur Garrison
-------------------
Arthur Garrison, President and Chief
Executive Officer
LETTERHEAD OF AUTEC ASSOCIATES, INC.
CERTIFICATION
I, Luther Jefferies, certify that:
1. I have reviewed and read this Quarterly Report on Form 10-QSB of Autec
Associates, Inc. (the "Company");
2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;
3. Based on my knowledge, the financial statements and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this
Quarterly Report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in the Exchange Act Rules 13a-14 and 15d-14) for the
Company and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
subsidiary, is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;
(b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this Quarterly Report (the "Evaluation Date"); and
(c) presented in this Quarterly Report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the Company's
auditors and board of directors performing the equivalent functions of an
audit committee:
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for
the Company's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
controls; and
6. I have indicated in this Quarterly Report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
/s/ Luther Jefferies
--------------------
Luther Jefferies, Chief Financial Officer