UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[xx] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
Commission file Number: 0-28053
INVESTMENT ASSOCIATES, INC.
---------------------------
(Exact name of small business issuer as specified in its charter)
Nevada
------
(State or other jurisdiction of incorporation or organization)
98-0204280
----------
(I.R.S. Employer Identification
Number)
Suite 810
1708 Dolphin Avenue
Kelowna, British Columbia, V1Y 9S4
----------------------------------
(Address of principal executive offices)
(250)868-8177
-------------
(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 1,000,000 common shares as at March
31, 2004
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
INVESTMENT ASSOCIATES, INC.
INDEX
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet as of March 31, 2004 (unaudited)
Condensed Statements of Operations for the three and six
months ended March 31, 2004 and 2003 (unaudited)
Condensed Statements of Cash Flows for the six months ended
March 31, 2004 and 2003 (unaudited)
Notes to Condensed Financial Statements
Item 2 Plan of Operation
Item 3 Controls and Procedures
PART II. OTHER INFORMATION
Item 1 Legal Proceedings
Item 2 Changes in Securities
Item 3 Defaults Upon Senior Securities
Item 4 Submission of Matters to a Vote of Security Holders
Item 5 Other Information
Item 6 Exhibits and Reports on Form 8K
SIGNATURES
INVESTMENT ASSOCIATES, INC.
Condensed Balance Sheet
March 31, 2004
(Unaudited)
Assets
Current assets:
Cash ............................................................ $ 361
Note receivable (Note 3) ........................................ 18,679
--------
$ 19,040
========
Liabilities and Shareholders' Deficit
Current liabilities:
Accounts payable and accrued liabilities ........................ $ 275
Indebtedness to related party (Note 2) .......................... 2,762
Loans payable (Note 4) .......................................... 10,000
Advance due to identifying potential acquisition target (Note 5) 22,000
--------
Total current liabilities ........................... 35,037
--------
Shareholders' deficit:
Common stock, $.001 par value, 25,000,000 shares authorized;
1,000,000 shares issued and outstanding ....................... 1,000
Additional paid-in capital ...................................... 26,991
Retained deficit ................................................ (43,988)
--------
Total shareholders' deficit ......................... (15,997)
--------
Total Liabilities and Shareholders' Deficit ......................... $ 19,040
========
See accompanying notes to condensed financial statements
1
INVESTMENT ASSOCIATES, INC.
Condensed Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
------------------------- -------------------------
2004 2003 2004 2003
----------- ----------- ----------- ------------
Costs and expenses:
Selling, general and administrative expenses $ 3,459 $ 1,522 $ 4,611 $ 3,949
Interest expense ........................... 300 -- 304 --
----------- ----------- ----------- -----------
Loss before income taxes ...... (3,759) (1,522) (4,915) (3,949)
----------- ----------- ----------- -----------
Income tax provision (Note 4) .................. -- -- -- --
----------- ----------- ----------- -----------
Net loss ...................... $ (3,759) $ (1,522) $ (4,915) $ (3,949)
=========== =========== =========== ===========
Basic and diluted loss per share ............... $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=========== =========== =========== ===========
Weighted average common shares outstanding ..... 1,000,000 1,000,000 1,000,000 1,000,000
=========== =========== =========== ===========
See accompanying notes to condensed financial statements
2
INVESTMENT ASSOCIATES, INC.
Condensed Statements of Cash Flows
(Unaudited)
Six Months Ended
March 31,
-------------------
2004 2003
-------- --------
Net cash used in operating activities (6,981) (5,137)
-------- --------
Cash flows from investing activities:
Issuance of note receivable (Note 3) .................................. (18,679) --
-------- --------
Net cash used in investing activities (18,679) --
-------- --------
Cash flows from financing activities:
Proceeds from potential merger candidate advance (Note 5) ............. 22,000 --
Capital contributions from an affiliate (Note 2) ...................... 3,800 1,690
-------- --------
Net cash provided by financing activities 25,800 1,690
-------- --------
Net change in cash .......................................................... 140 (3,447)
Cash, beginning of period ................................................... 221 4,108
-------- --------
Cash, end of period $ 361 $ 661
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest ........................................................... $ -- $ --
======== ========
Income taxes ....................................................... $ -- $ --
======== ========
See accompanying notes to condensed financial statements
3
INVESTMENT ASSOCIATES, INC.
Notes to Condensed Financial Statements
(Unaudited)
Note 1: Basis of Presentation
The condensed financial statements presented herein have been prepared by the
Company in accordance with the accounting policies in its audited financial
statements for the year ended September 30, 2003 as filed in its Form 10-KSB and
should be read in conjunction with the notes thereto. The Company is a "blank
check" company. It was organized to evaluate, structure and complete a merger
with, or acquisition of, a privately owned corporation.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
Interim financial data presented herein are unaudited.
Note 2: Related Party Transactions
On July 13, 2001, Strathmore Minerals Corp, an affiliate corporation under
common control, loaned the Company $2,720 to pay county, staking and geologist
fees on uranium ore reserves in the State of Utah. The loan does not carry an
interest rate and is due on demand. There was no change to the loan balance or
terms during the quarter to which this quarterly report relates.
R.D. Capital, Inc., an affiliate, has assumed responsibility for payment of
certain obligations on behalf of the Company. The Company accounts for such
payments as contributed capital. During the six months ended March 31, 2004 and
2003, R.D. Capital, Inc. advanced the Company $3,800 and $1,690, respectively,
for working capital. RD Capital does not expect to be repaid for the expenses it
pays on behalf of the Company or the capital contributions. Accordingly,
payments made and contributions received from RD Capital are classified as
additional paid-in capital. Through March 31, 2004, R.D. Capital, Inc. has
contributed a total of $26,991 to the Company.
Note 3: Note Receivable
During February 2004, the Company loaned an unrelated third party $18,679. The
loan is due on demand and unsecured. No interest is charged for the first six
months that the loan is outstanding.
Note 4: Loans Payable
During December 2001, an unrelated third party made a $10,000 non-interest
bearing loan to the Company for working capital. The loan remained unpaid at
March 31, 2004 and is due on demand.
Note 5: Advance due to Identifying Potential Acquisition Target
During February 2004, the Company was advanced $22,000 for identifying a
potential acquisition target. The advance does not currently carry an interest
rate. No agreement has been reached between the parties, relating to a merger or
acquisition, as of March 31, 2004.
Note 6: Income Taxes
The Company records its income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". The Company incurred net operating losses during
the periods shown on the condensed financial statements resulting in a deferred
tax asset, which was fully allowed for, therefore the net benefit and expense
result in $-0- income taxes.
4
PLAN OF OPERATIONS
The following discussion of the plan of operations of the Company should be read
in conjunction with the financial statements and the related notes thereto
included elsewhere in this quarterly report for the six months ended March 31,
2004. This quarterly report contains certain forward-looking statements and the
Company's future operation results could differ materially from those discussed
herein.
We intend to seek to acquire assets or shares of an entity actively engaged in a
business that generates revenues, in exchange for its securities. We have not
identified a particular acquisition target and have not entered into any
negotiations regarding an acquisition. As soon as this registration statement
becomes effective under Section 12 of the '34 Act, we intend to contact
investment bankers, corporate financial analysts, attorneys and other investment
industry professionals through various media. None of our officers, directors,
promoters or affiliates have engaged in any preliminary contact or discussions
with any representative of any other company regarding the possibility of an
acquisition or merger with us as of the date of this registration statement.
Depending upon the nature of the relevant business opportunity and the
applicable state statutes governing how the transaction is structured, the
Company's Board of Directors expects that it will provide our shareholders with
complete disclosure documentation concerning a potential business opportunity
and the structure of the proposed business combination prior to consummation.
Disclosure is expected to be in the form of a proxy or information statement, in
addition to the post-effective amendment.
While any disclosure must include audited financial statements of the target
entity, we cannot assure you that such audited financial statements will be
available. As part of the negotiation process, the Board of Directors does
intend to obtain certain assurances of value, including statements of assets and
liabilities, material contracts, accounts receivable statements, or other
indicia of the target entity's condition prior to consummating a transaction,
with further assurances that an audited statement would be provided prior to
execution of a merger or acquisition agreement. Closing documents will include
representations that the value of the assets transferred will not materially
differ from the representations included in the closing documents, or the
transaction will be voidable.
Due to our intent to remain a shell corporation until a merger or acquisition
candidate is identified, it is anticipated that its cash requirements shall be
minimal, and that all necessary capital, to the extent required, will be
provided by the directors or officers. We do not anticipate that we will have to
raise capital in the next twelve months. We also do not expect to acquire any
plant or significant equipment.
We have not and do not intend to enter into, any arrangement, agreement or
understanding with non-management shareholders allowing non-management
shareholders to directly or indirectly participate in or influence our
management of the Company. As a result, management is in a position to elect a
majority of the directors and to control our affairs.
We have no full time employees. Our President and Secretary have agreed to
allocate a portion of their time to our activities, without compensation. These
officers anticipate that our business plan can be implemented by their devoting
approximately five (5) hours each per month to our business affairs and,
consequently, conflicts of interest may arise with respect to their limited time
commitment. We do not expect any significant changes in the number of employees.
See "Management."
Our officers and directors may become involved with other companies who have a
business purpose similar to ours. As a result, potential conflicts of interest
may arise in the future. If a conflict does arise and an officer or director is
presented with business opportunities under circumstances where there may be a
doubt as to whether the opportunity should belong to the Company or another
"blank check" company they are affiliated with, they will disclose the
opportunity to all the companies. If a situation arises where more than one
company desires to merge with or acquire that target company and the principals
of the proposed target company have no preference as to which company will merge
with or acquire the target company, the company that first filed a registration
statement with the Securities and Exchange Commission will be entitled to
proceed with the proposed transaction. See "Risk Factors - Affiliation With
Other "Blank Check" Companies."
5
General Business Plan
- ---------------------
Our purpose is to seek, investigate and, if investigation warrants, acquire an
interest in business opportunities presented to it by persons or firms that
desire to seek the perceived advantages of an Exchange Act registered
corporation. We will not restrict our search to any specific business, industry,
or geographical location and we may participate in a business venture of
virtually any kind or nature. This discussion of the proposed business is
purposefully general and is not meant to restrict our discretion to search for
and enter into potential business opportunities. Management anticipates that it
may be able to participate in only one potential business venture because we
have nominal assets and limited financial resources. This lack of
diversification should be considered a substantial risk to our shareholders
because it will not permit us to offset potential losses from one venture
against gains from another.
We may seek a business opportunity with entities that have recently commenced
operations, or that wish to utilize the public marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate purposes. We may acquire assets
and establish wholly owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.
We anticipate that the selection of a business opportunity will be complex and
extremely risky. Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available capital,
management believes that there are numerous firms seeking the perceived benefits
of a publicly registered corporation. The perceived benefits may include
facilitating or improving the terms for additional equity financing that may be
sought, providing liquidity for incentive stock options or similar benefits to
key employees, providing liquidity (subject to restrictions of applicable
statutes) for all shareholders and other factors. Potentially, available
business opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of these business opportunities extremely difficult
and complex.
We have, and will continue to have, no capital to provide the owners of business
opportunities with any significant cash or other assets. However, management
believes we will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a publicly registered
company without incurring the cost and time required to conduct an initial
public offering. The owners of the business opportunities will, however, incur
significant legal and accounting costs in connection with acquisition of a
business opportunity, including the costs of preparing Form 8-K's, 10-KSB's, or
10-QSB's, agreements and related reports and documents. The '34 Act specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the `34 Act.
Nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data that would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity.
The analysis of new business opportunities will be undertaken by our officers
and directors, none of whom is a professional business analyst. Management
intends to concentrate on identifying preliminary prospective business
opportunities that may be brought to our attention through present associations
of our officers and directors, or by our shareholders. In analyzing prospective
business opportunities, management will consider:
6
- - the available technical, financial and managerial resources;
- - working capital and other financial requirements;
- - history of operations, if any;
- - prospects for the future;
- - nature of present and expected competition;
- - the quality and experience of management services that may be available and
the depth of that management;
- - the potential for further research, development, or exploration;
- - specific risk factors not now foreseeable but could be anticipated to
impact our proposed activities;
- - the potential for growth or expansion;
- - the potential for profit;
- - the perceived public recognition of acceptance of products, services, or
trades;
- - name identification; and
- - other relevant factors.
Our officers and directors expect to meet personally with management and key
personnel of the business opportunity as part of their "due diligence"
investigation. To the extent possible, the Company intends to utilize written
reports and personal investigations to evaluate the above factors. We will not
acquire or merge with any company that cannot provide audited financial
statements within a reasonable period of time after closing of the proposed
transaction.
Our management, while probably not especially experienced in matters relating to
the prospective new business of the Company, shall rely upon their own efforts
and, to a much lesser extent, the efforts of our shareholders, in accomplishing
our business purposes. We do not anticipate that any outside consultants or
advisors, except for our legal counsel and accountants, will be utilized by us
to accomplish our business purposes. However, if we do retain an outside
consultant or advisor, any cash fee will be paid by the prospective
merger/acquisition candidate, as we have no cash assets. We have no contracts or
agreements with any outside consultants and none are contemplated.
We will not restrict our search for any specific kind of firms, and may acquire
a venture that is in its preliminary or development stage or is already
operating. We cannot predict at this time the status of any business in which we
may become engaged, because the business may need to seek additional capital,
may desire to have its shares publicly traded, or may seek other perceived
advantages that we may offer. Furthermore, we do not intend to seek capital to
finance the operation of any acquired business opportunity until we have
successfully consummated a merger or acquisition.
We anticipate that we will incur nominal expenses in the implementation of its
business plan. Because we has no capital to pay these anticipated expenses,
present management will pay these charges with their personal funds, as interest
free loans, for a minimum of twelve months from the date of this registration
statement. If additional funding is necessary, management and or shareholders
will continue to provide capital or arrange for additional outside funding.
However, the only opportunity that management has to have these loans repaid
will be from a prospective merger or acquisition candidate. Management has no
agreements with us that would impede or prevent consummation of a proposed
transaction. We cannot assure, however, that management will continue to provide
capital indefinitely if a merger candidate cannot be found. If a merger
candidate cannot be found in a reasonable period of time, management may be
required reconsider its business strategy, which could result in our
dissolution.
Acquisition of Opportunities
- ----------------------------
7
In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. It may also acquire stock or
assets of an existing business. On the consummation of a transaction, it is
probable that our present management and shareholders will no longer be in
control. In addition, our directors may, as part of the terms of the acquisition
transaction, resign and be replaced by new directors without a vote of our
shareholders. Furthermore, management may negotiate or consent to the purchase
of all or a portion of our stock. Any terms of sale of the shares presently held
by officers and/or directors will be also afforded to all other shareholders on
similar terms and conditions. Any and all sales will only be made in compliance
with the securities laws of the United States and any applicable state.
While the actual terms of a transaction that management may not be a party to
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In that event, the shareholders of the Company would retain 20% or less
of the issued and outstanding shares of the surviving entity, which would result
in significant dilution in the equity of the shareholders.
As part of the "due diligence" investigation, our officers and directors will
meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis of verification of certain
information provided, check references of management and key personnel, and take
other reasonable investigative measures to the extent of our limited financial
resources and management expertise. How we will participate in an opportunity
will depend on the nature of the opportunity, the respective needs and desires
of the parties, the management of the target company and our relative
negotiation strength.
With respect to any merger or acquisition, negotiations with target company
management are expected to focus on the percentage of our Company that the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, our shareholders will probably hold a
substantially lesser percentage ownership interest following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event we acquire a company with substantial assets. Any merger or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.
We will participate in a business opportunity only after the negotiation and
execution of appropriate written agreements. Although we cannot predict the
terms of the agreements, generally the agreements will require some specific
representations and warranties by all of the parties, will specify certain
events of default, will detail the terms of closing and the conditions that must
be satisfied by each of the parties prior to and after the closing, will outline
the manner of bearing costs, including costs associated with our attorneys and
accountants, will set forth remedies on default and will include miscellaneous
other terms.
As stated previously, we will not acquire or merge with any entity that cannot
provide independent audited financial statements concurrent with the closing of
the proposed transaction. We are subject to the reporting requirements of the
'34 Act. Included in these requirements is our affirmative duty to file
independent audited financial statements as part of its Form 8-K to be filed
with the Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as our audited financial statements included in our annual
report on Form 10-K (or 10-KSB, as applicable) and quarterly reports on Form
10-Q (or 10-QSB, as applicable). If the audited financial statements are not
available at closing, or if the audited financial statements provided do not
conform to the representations made by the candidate to be acquired in the
closing documents, the closing documents will provide that the proposed
transaction will be voidable at the discretion of our present management. If the
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to reimburse us for all costs associated with the
proposed transaction.
8
Competition
- -----------
We will remain an insignificant participant among the firms that engage in the
acquisition of business opportunities. There are many established venture
capital and financial concerns that have significantly greater financial and
personnel resources and technical expertise than we do. In view of our combined
extremely limited financial resources and limited management availability, we
will continue to be at a significant competitive disadvantage compared to our
competitors.
Item 3 - Controls and Procedures
Our C.E.O. and C.F.O. have concluded that our controls and other procedures
designed to ensure that information required to be disclosed in reports that we
submit under the Securities Exchange Act of 1934, is recorded, processed,
summarized and reported within the time periods specified in the Commission's
rules and forms are effective, based upon their evaluation of these controls and
procedures as of a date within 90 days of the filing date of this Form 10-QSB.
There were no significant changes in our internal controls or in other factors
that could significantly affect those controls subsequent to the date of this
evaluation, including any corrective actions with regard to significant
deficiencies and weaknesses.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Certain statements in this section and elsewhere in this quarterly report on
Form 10-QSB are forward-looking in nature and relate to our plans, objectives,
estimates and goals. Words such as "expects," "anticipates," "intends," "plans,"
"projects," "forecasts," "believes," and "estimates," and variations of such
words and similar expressions, identify such forward-looking statements. Such
statements are made pursuant to the safe harbor provisions of the private
securities litigation reform act of 1995 and speak only as of the date of this
report. The statements are based on current expectations, are inherently
uncertain, are subject to risks and uncertainties and should be viewed with
caution. Actual results and experience may differ materially from those
expressed or implied by the forward-looking statements as a result of many
factors, including, without limitation, those set forth under "business --
additional factors that may affect our business and future results" in our most
recent annual report on Form 10-KSB and under "risk factors". We make no
commitment to update any forward-looking statement or to disclose any facts,
events, or circumstances after the date hereof that may affect the accuracy of
any forward-looking statement.
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2 CHANGES IN SECURITIES
None
Item 3 DEFAULTS UPON SENIOR SECURITIES
None
9
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
31.1 Section 302 Certification of Chief Executive Officer
31.2 Section 302 Certification of Chief Financial Officer
32 Section 906 Certification
(b) Reports on Form 8-K
None
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.
INVESTMENT ASSOCIATES, INC.
Dated: May 21, 2004 Per: /s/ Robert Hemmerling
-----------------------------------------
Robert Hemmerling,
C.F.O., Secretary, Treasurer and Director
10