U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission File # 333-69686
ANSCOTT INDUSTRIES, INC.
(Exact name of small business issuer as specified in its charter)
Florida 86-0000714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26 Haynes Drive, Wayne, New Jersey 07470
(Address of Principal Executive Offices)
(973)696-7575
(Issuer's telephone number)
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer 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 November 12, 2003: 45,685,806 shares of common stock outstanding,
$0.0001 par value.
ANSCOTT INDUSTRIES, INC.
CONSOLIDATED FINANCIAL STATEMENTS
INDEX
Page
----
Part I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 1
Liabilities and Stockholders' Equity 2
Consolidated Statements of Income 3
Consolidated Statements of Stockholders' Equity 4
Consolidated Statements of Cash Flows 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
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 8-K
Signature
Item 1. Financial Information
BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
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 only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the six
months ended September 30, 2003 are not necessarily indicative of results that
may be expected for the year ending March 31, 2004. The financial statements are
presented on the accrual basis.
Anscott Industries, Inc.
Index to Consolidated Financial Statements
PAGE
----
Consolidated Balance Sheets ................................................2
Consolidated Statements of Income ..........................................3
Consolidated Statements of Stockholders' Equity ............................4
Consolidated Statements of Cash Flows ......................................5
Notes to Consolidated Financial Statements .................................6
ACCOUNTANTS' REVIEW REPORT
To The Board of Directors
Anscott Industries, Inc.
Wayne, NJ
We have reviewed the accompanying consolidated balance sheet of Anscott
Industries, Inc. as of September 30, 2003 and the related statements of
operations, stockholders' deficit and cash flows for the three and six months
then ended, in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of Anscott Industries, Inc.
A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
Our review was made for the purpose of expressing limited assurance that there
are no material modifications that should be made to the financial statements in
order for them to be in conformity with generally accepted accounting
principles. The information included in the accompanying schedules I, II and III
is presented only for supplementary analysis purposes. Such information has not
been subjected to the inquiry and analytical procedures applied in the review of
the basic financial statements, but was compiled from the information that is
the representation of management without audit or review. Accordingly, we do not
express an opinion or any other form of assurance on the supplementary
information.
Dischino & Associates, P.C.
Certified Public Accountants
October 23, 2003
ANSCOTT INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2003
ASSETS
CURRENT ASSETS
Cash $ 229
Accounts receivable net of
allowance for bad debts
of $23,400 671,676
Inventories 525,014
Prepaid expenses and other current assets 55,684
----------------------------
TOTAL CURRENT ASSETS 1,252,603
PROPERTY AND EQUIPMENT, NET 970,080
OTHER ASSETS:
Intangible assets, net 459,477
Security deposits 13,852
Investment in Caled Signal
Products Canada Ltd. 332,234
Investment in Global Technologies,
L.L.C. 188,617 Deferred income taxes 34,291
----------------------------
TOTAL OTHER ASSETS 1,028,471
----------------------------
TOTAL ASSETS $ 3,251,154
============================
The accompanying notes are an integral part of these financial statements.
ANSCOTT INDUSTRIES, INC
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2003
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Notes payable, current portion $ 39,230
Line of credit 727,740
Small business loans, current portion 9,531
Accounts payable 863,583
Payroll taxes payable 696,045
Trade notes payable, current portion 127,472
Accrued expenses 250,176
-----------------------
TOTAL CURRENT LIABILITIES 2,713,777
LONG-TERM LIABILITIES
Notes payable, net of current portion 39,125
Trade notes payable, net of current portion 136,155
Small business loans, net of current portion 1,662,694
Loan payable 149,451
Deferred income tax payable 16,544
-----------------------
TOTAL LONG-TERM LIABILITIES 2,003,969
-----------------------
TOTAL LIABILITIES 4,717,746
STOCKHOLDERS' DEFICIT:
Common stock, authorized 1,000,000 shares;
$1.00 par value; issued
and outstanding 141,415 shares 724,135
Additional paid-in capital 305,056
Accumulated deficit (2,528,276)
Accumulated other comprehensive income 32,493
-----------------------
TOTAL STOCKHOLDERS' DEFICIT (1,466,592)
-----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 3,251,154
=======================
The accompanying notes are an integral part of these financial statements.
ANSCOTT INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS SIX MONTHS
ENDED ENDED
SEPTEMBER 30, 2003 SEPTEMBER 30, 2003
-------------------- -------------------
SALES $ 1,118,244$ 2,231,838
COST OF GOODS SOLD 683,562 1,328,332
------------------ -------------------
GROSS PROFIT 434,682 903,506
SELLING EXPENSES (369,834) (713,071)
GENERAL AND ADMINISTRATIVE EXPENSES (299,429) (562,287)
-------------------------------------
LOSS FROM OPERATIONS (234,581) (371,852)
-------------------------------------
OTHER INCOME (EXPENSE):
Interest expense (38,914) (92,255)
Equity in earnings of Caled Signal
Products Canada Ltd. 23,801 34,204
Forgiveness of debt 1,111 32,431
Rental income/H.D. Realty 42,225 84,582
-------------------------------------
TOTAL OTHER INCOME (EXPENSE) 28,223 58,962
-------------------------------------
LOSS BEFORE PROVISION FOR INCOME TAXES (206,358) (312,890)
INCOME TAX EXPENSE 1,014 1,014
-------------------------------------
NET LOSS $ (207,372)$ (313,904)
=====================================
The accompanying notes are an integral part of these financial statements.
ANSCOTT INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
Accumulated
Additional Other
Common Paid in Accumulated Comprehensive
Stock Capital Deficit Income Total
---------- ----------- ------------ --------------- ----------------
BALANCE,
MARCH 31, 2003 $ 724,135 $ 305,056 $ (2,203,968)$ 22,090$ (1,152,687)
NET LOSS (116,936) (116,936)
---------- ----------- -------------- -------------- ----------------
BALANCE,
JUNE 30, 2003 724,135 305,056 (2,320,904) 22,090 (1,269,623)
NET LOSS (207,372) 10,403 (196,969)
---------- ----------- -------------- --------------- ---------------
BALANCE,
SEPTEMBER 30, 2003 $ 724,135 $ 305,056 $ (2,528,276) $ 32,493 $ (1,466,592)
========== =========== ============== ================ ==============
The accompanying notes are an integral part of these financial statements.
ANSCOTT INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS SIX MONTHS
ENDED ENDED
SEPTEMBER 30, 2003 SEPTEMBER 30, 2003
------------------------ ------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (207,372 )$ (313,904)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 86,619 143,446
Income from investments accounted for on the
equity method 10,403 -
(Increase) decrease in:
Accounts receivable (24,160) 70,345
Inventories 21,351 (65,195)
Prepaid expenses and other current assets 11,973 13,239
Investment in Caled Signal Products Canada Ltd. (34,204) (34,204)
Increase (decrease) in:
Accounts payable 77,886 (9,744)
Accrued expenses 14,919 134,280
Payroll taxes payable 72,596 152,678
State income taxes payable 1,014 1,014
------------------------- -----------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 31,025 91,955
CASH
FLOWS
FROM
FINANCING
ACTIVITIES:
-------------------------- ----------------------
Net borrowings on line of credit 19,616 20,431
Principal repayments on long term debt (35,616) (87,625)
-------------------------- ----------------------
NET (31,025) (92,000)
CASH
USED
BY
FINANCING
ACTIVITIES
-------------------------- ----------------------
NET INCREASE (DECREASE) IN CASH - (45)
CASH, BEGINNING OF PERIOD 229 274
-------------------------- ----------------------
$
CASH, END OF PERIOD 229$ 229
========================== ======================
SUPPLEMENTAL DISCLOSURE OF CASH PAID:
Interest $ 38,914$ 92,255
========================== ======================
The accompanying notes are an integral part of these financial statements.
ANSCOTT INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2003
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Nature of Business
Anscott Chemical Industries, Inc. was incorporated in the State of New Jersey
on January 21, 1960. The Company is engaged in the business of manufacturing
and distribution of specialty chemicals and filtration products.
On April 15, 2003, pursuant to a Stock Purchase Agreement and Share Exchange
between Liquidix, Inc., AFS Seals, Inc. and Anscott Chemical Industries, Inc,
Liquidix, Inc., acquired all of the shares of Anscott in consideration for the
issuance of a total of 45,0000,000 shares of Liquidix common stock to Anscott
and the transfer of all of Liquidix current assets and liabilities to AFS Seals,
Inc. Pursuant to the Agreement, Anscott became a wholly owned subsidiary and AFS
Seals filed articles of amendment in the state of Florida changing its name to
Anscott Industries, Inc. The Company maintains its principal offices at 26 Hanes
Drive, Wayne, New Jersey 07470.
The Company sells cleaning chemicals and filters primarily to customers
throughout the United States. The Company performs ongoing credit evaluations of
its customers' financial conditions and generally requires no collateral from
its customers. Credit losses, when realized, have been within the range of the
Company's expectations and, historically have not been significant.
Basis of Accounting
- -------------------
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles, using the accrual method. Revenues are
recorded in the period they are earned and expenses are recorded in the period
they are incurred.
The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, H.D. Realty Corp. and Anscott of
Canada, Inc. All intercompany balances and transactions are eliminated in
consolidation.
Use of Estimates
- ----------------
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
ANSCOTT INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENED SEPTEMBER 30, 2003
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED):
Comprehensive Income
- --------------------
Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
Income, (SFAS 130), requires that total comprehensive income be reported in the
consolidated financial statements. Total comprehensive income is presented on
the Consolidated Statements of Changes in Stockholders' Deficit.
Inventory
- ---------
Inventory is stated at the lower of cost (first-in, first-out) or market.
Property and Equipment
- ----------------------
Property and equipment are stated at cost. Depreciation is computed over the
estimated useful lives of the assets using both straight-line and accelerated
methods. Repairs and maintenance are charged to operations in the period
incurred. The estimated useful lives used in computing depreciation are:
Warehouse Equipment 5-7 years
Office Furniture, Laboratory and Sales Equipment 5-7 years
Leasehold improvements 31.5 years
Building 31.5 years
Land
Intangible assets
- -----------------
Intangible assets are recorded at cost. Amortization is calculated using the
straight-line method over the following periods: new product development costs,
5 years; start up costs, 5 years; loan origination and acquisition fees over the
terms of related loans.
Income taxes
- ------------
Current income taxes are based on the current year's income, which is taxable
for federal and state income tax reporting purposes. Deferred tax assets and
liabilities are determined based on the differences between the financial
statement and tax basis of assets and liabilities, using enacted tax rates in
effect for the year in which the differences are expected to reverse. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities primarily
result from differences in the basis of property and equipment, allowance for
doubtful accounts, net operating loss carry forwards and investments accounted
for under the equity method.
ANSCOTT INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2003
NOTE 2 - INVENTORIES:
Inventories at September 30, 2003:
Raw materials $ 108,605
Work in process 33,613
Finished goods 382,796
---------
Total inventory $ 525,014
=========
NOTE 3 - PROPERTY AND EQUIPMENT:
Property and equipment at September 30, 2003 consists of:
Furniture & equipment $ 605,204
Leasehold improvements 324,884
Land and building 1,308,099
---------
2,238,187
Less: accumulated depreciation (1,268,107)
---------
Property and equipment, net $ 970,080
=========
NOTE 4 - INTANGIBLE ASSETS
Intangible assets at September 30, 2003:
New product development costs
Joint venture start-up costs $ 959,892
1,135,411
Mortgage acquisition costs 64,224
---------
2,159,527
Less: accumulated amortization (1,700,050)
---------
Total $ 459,477
==========
ANSCOTT INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2003
NOTE 5 - INVESTMENT IN CALED SIGNAL PRODUCTS CANADA LTD.:
Anscott of Canada, Inc., a wholly owned consolidated subsidiary, has a 50%
ownership interest in Caled Signal, which is carried on the equity method.
Balance of equity-September 30, 2003 $ 332,234
=========
NOTE 6 - INVESTMENT IN GLOBAL TECHNOLOGIES, L.L.C.:
Global Technologies, L.L.C. ("Global") is a 50% owned limited liability company,
which is accounted for using the equity method. The Company was started during
1995 to produce and market a new dry cleaning system called "Dry Wash."
Balance of equity - September 30, 2003 $ 188,617
=========
NOTE 7 - TRADE NOTES PAYABLE:
The Company has refinanced several trade payables and renegotiated prior
outstanding trade notes payable into long-term trade notes payable as follows:
Balance at September 30, 2003 - $ 263,627
-------
Several trade payables were refinanced and prior outstanding trade notes payable
were renegotiated into long-term trade notes payable due in varying monthly
installments, including interest at varying rates ranging from 6.25% to 12% at
various maturity dates extending into 2005.
Total $ 263,627
Less: current portion 127,472
-------
Total long-term portion $ 136,155
=======
ANSCOTT INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2003
NOTE 8 - LINE OF CREDIT:
The Company had a revolving line of credit with a financial institution that was
initially available for a 3-year term from December 23, 1996 and automatically
renewed on a year-to-year basis.
During September 2000, the Company obtained a revolving line of credit with a
different financial institution. The credit line is initially available for a
2-year term commencing on September 10, 2000 and ending September 2002. The
proceeds were used to pay off the prior existing line of credit and some of the
outstanding debt.
Advances under the credit line are based on 85% of eligible accounts receivable
plus the lessor of 50% of eligible inventory or $300,000. Borrowings under the
credit line may not exceed $1,300,000. The balance on the credit line at
September 30, 2003 is $727,740. The credit line bears interest at 10%.
NOTE 9 - NOTES PAYABLE:
Balance at September 30, 2003 - $ 78,250
-------
During September 2000, the Company obtained an equipment loan, which is linked
to the revolving line of credit (Note 8). The proceeds were used to pay off the
two prior term loans and part of the previous revolving line of credit. The loan
is payable in monthly installments of $3,260 plus interest with the balance
payable in five years.
Total $ 78,250
Less: current portion 39,125
-------
Total long-term portion $ 39,125
=======
ANSCOTT INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2003
NOTE 9 - NOTES PAYABLE (CONT'D):
Future minimum payments on the notes payable are as follows:
September 30,
2003 $ 39,125
2004 39,125
---------
Total $ 78,250
=========
NOTE 10 - SMALL BUSINESS ADMINISTRATION LOAN
On April 29, 1999, the Company entered into a loan agreement with the Small
Business Administration in the amount of $1,276,000. The loan bears interest at
the prime rate published in the Wall Street Journal plus 1.75%. The loan is
collateralized by the Company's land and building. The loan is payable in
monthly installments of principal and interest of $11,541, with the remaining
principal and accrued interest due and payable 264 months from the date of the
initial disbursement. During 2002, the Company renegotiated the loan to defer
principal payments for a four-month period.
Principal balance at September 30, 2003 $ 1,263,125
Less: current portion 9,531
---------
Total Long-term portion $ 1,253,594
=========
NOTE 11 - SMALL BUSINESS ADMINISTRATION LOAN
The Company suffered an economic hardship as a result of the September 11, 2001
disaster. Therefore it applied to the SBA for a disaster relief loan. The
$40,125 initial payment was used to purchase raw materials during December 2001.
The balance of $368,975 was received in 2002. Payments and interest will be
deferred for a two-year period starting December 2004. The loan is payable in
monthly installments of principal and interest of $3,287 with the remaining
principal and accrued interest due and payable 15 years at an interest rate of
4% per annum.
Future minimum payments on the small business loan from SBA are as follows:
September 30,
2003 $ -
2004 2,272
2005 27,273
2006 28,151
2007 28,996
Thereafter 322,408
---------
$ 409,100
=========
ANSCOTT INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2003
NOTE 12 - CONCENTRATIONS OF CREDIT RISK:
The Company is subject to credit risk on its trade receivables. In the normal
course of business, the Company extends credit, on open account, to its
customers. The Company performs ongoing credit evaluations of its customers'
financial condition and provides reserves for accounts doubtful of collection.
NOTE 13 - SALE OF CAPITAL STOCK:
During 2002, the Company negotiated with some of its vendors and issued an
additional 7,917 shares of stock at $12 per share thereby reducing the balances
owed to the vendors. Also the Company purchased back from various vendors 4,851
shares at $12 per share.
NOTE 14 - EMPLOYEE BENEFIT PLAN:
The Company has a 401(k) plan covering substantially all of its employees. The
Company has the option of making an annual discretionary contribution and can
also match each employee's contribution to the plan up to a predetermined limit.
For the period ended September 30, 2003, the Company has elected not to
contribute to the plan.
ANSCOTT INDUSTRIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
INTRODUCTION
The following discussion should be read in conjunction with our financial
statements and related notes included herein. Certain statements are not based
on historical facts, but are forward-looking statements that are based upon
assumptions about our future conditions that could prove to be inaccurate.
Actual events, transactions and results may materially differ from the
anticipated events, transactions or results described. Our ability to consummate
transactions and achieve events or results is subject to certain risks and
uncertainties, which include, but are not limited to, the existence of demand
for and acceptance of our products, regulatory approvals and developments,
economic conditions, the impact of competition and pricing, and other factors
affecting our business that are beyond our control.
On April 15, 2003, pursuant to a Stock Purchase Agreement and Share Exchange
between us AFS Seals, Inc and Anscott Industries, Inc., we acquired all of the
shares of Anscott from the Anscott shareholders in consideration for the
issuance of a total of 45,000,000 shares of our common stock to the Anscott
shareholders and the transfer of all of our current assets and liabilities to
AFS. Pursuant to the Agreement, Anscott became a wholly owned subsidiary of the
Company and we filed articles of amendment in the state of Florida changing our
name to Anscott Industries, Inc.
Based on the Agreement and spin off of our assets, we adopted the business plan
of Anscott Industries, Inc. Therefore, currently our principal activity is to
manufacture and sell specialty chemicals, cleaning agents, odor eliminators,
repellents, treatments, purification and decontamination processes for the
commercial laundry and cleaning industries. Our business is conducted through
three segments: chemical & Additive technology for cleaning and coatings of
textiles; filtration & equipment that extends the life traditional cleaning
chemicals through a recycling process; commercialization venture leveraging
aerospace technology and distribution in order to move from laboratory to
commercial products quickly, extending the company's knowledge to deliver
solutions to protect people, property and the environment. We have our
operations in New Jersey, California and Quebec. We sell to over 150
distributors and 5,000 end-users worldwide. Chemicals & Additives products
accounted for 78% of Anscott Industries, Inc. (subsidiary) 2002 revenues;
Filtration & Equipment, 20%; Commercialization, 2%.
We were established in 1960 and a manufacturer servicing the garment services
industry. We manufacture chemicals and disposable filters that clean textiles
professionally. We sell our products and services to over 5,000 professional
cleaners today.
Our joint venture with Itochu Aviation, named Global Technologies, is the
exclusive licensee of Raytheon Systems Company (formally HUGHES AIRCRAFT) for
the DryWash Process. The Dry Wash Process has been sub-licensed to some of the
industries largest chemical, machine and carbon dioxide manufacturers. DryWash
cleaning process replaces "PERC", a probable carcinogen and hazardous material
by utilizing liquid carbon dioxide and aerospace technology. DryWash has an
opportunity to revolutionize the garment services industry by providing a low
cost alternative without toxic chemicals such as perchloroethylene (perc) or
petroleum.
SIX MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30,
2002
Revenues for the six months ended September 30, 2003 were $2,231,838 as compared
to $1,410,982 for the six months ended September 30, 2002. The increases in the
revenues were due to the merger.
Cost of sales for the six months ended September 30, 2003 were $1,328,332 as
compared to $778,742 for the six months ended September 30, 2002. As of
percentage of sales, cost of sales increased 5 % for 2003. This was due to the
merger.
General and administrative expenses were $1,141,588 for the six months ended
September 30, 2002 as compared to $562,287 for the six months ended September
30, 2003. As of percentage of sales, general and administrative expenses
decreased from 40% for 2002 to 26% for 2003. The decrease was primarily due the
merger.
For the six months ended September 30, 2003, we incurred a net operating loss of
$313,904 compared to a net operating loss of $599,410 for the six months ended
September 30, 2002. The net loss resulted primarily from the high cost of
capital.
IMPACT OF INFLATION
We do not believe that inflation will have any material impact on its commercial
activities for the ensuing year, as our products do not fall under categories
that are traditionally affected.
LIQUIDITY AND CAPITAL RESERVES
The primary roadblock facing our plans for growth is our need for capital. We
are actively seeking additional capital resources through the sale of equity.
With additional capital resources we expect to be able to expand our services
and products. At the present time we have adequate working capital for our
immediate business. Additional capital is needed for any and all expansion. We
have no long-term debt, which assists in not needing additional immediate
working capital. Historically, the Company's primary source of cash has been
from operations and debt financing by related parties.
Cash provided by operating activities during the six months ended September 30,
2003 amounted to 91,955 primarily the result of decreases in accounts receivable
in the amount of $70,345 and an increase in accrued liabilities and accrued
expenses of $124,536.
Cash provided by operating activities during the six months ended September 30,
2002 amounted to $34,428, primarily the result of decrease in accounts
receivables and inventory of $47,591 and $49,702 respectively.
PLAN OF OPERATIONS FOR FISCAL YEAR 2003
We anticipate that as sales increase we will achieve profitability during fiscal
year 2003. Future activities will be directed towards expanding existing markets
for our products and penetrating new markets. We have our operations in New
Jersey, California and Quebec. We sell to over 150 distributors and 5,000
end-users worldwide. During this year we are in the process of expanding our
service coverage and technology that is expected to double our customer base to
ten (10,000) thousand within two (2) years.
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and
procedures that is designed to provide reasonable assurance that
information, which is required to be disclosed, is accumulated and
communicated to management timely. Under the supervision and with the
participation of management, the Certifying Officers evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange
Act) within 90 days prior to the filing date of this report. Based upon
that evaluation, the Certifying Officers concluded that our disclosure
controls and procedures are effective in timely alerting them to material
information relative to our company required to be disclosed in our
periodic filings with the SEC.
(b) Changes in internal controls.
Our Certifying Officers have indicated that there were no significant
changes in our internal controls or other factors that could
significantly affect such controls subsequent to the date of their
evaluation, and there were no such control actions with regard to
significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. None. To the best
of our knowledge
there is no
litigation
current or pending
against us.
Item 2. Changes in Securities. None
Item 3. Defaults Upon Senior Securities. Not Applicable
Item 4. Submission of Matters to a Vote of Security None.
Item 5. Other Information. None
Item 6. Exhibits and Reports of Form 8-K. On April 29, 2003
we filed an 8K based on a change
in control and
management and on
July 3, 2003
we filed an
amendment to this
8K.
On May 9, 2003 we
filed an 8K
based on the
resignation of
Semple & Cooper,
LLP as our the
independent
auditors. On May
27, 2003 we filed
another 8K
based on such
resignation and on
July 15, 2003 we
filed an
amendment to the
8K appointing
Sellers &
Associates, LLC as
our independent
auditors.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized, on November 12, 2003.
ANSCOTT INDUSTRIES, INC.
Date: November 12, 2003 By: /s/ Jack Belluscio
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Jack Belluscio
Chairman and President
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, Jack Belluscio certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Anscott
Industries, Inc.
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 the quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in the
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, if any, 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 registrant'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 our conclusions about
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weakness in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in the quarterly report whether there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: November 12, 2003
/s/ Jack Belluscio
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Jack Belluscio
President, Chief Executive Officer
and Chief Financial Officer
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
IN CONNECTION WITH THE ACCOMPANYING QUARTELRY REPORT ON FORM 10-QSB OF
ANSCOTT INDUSTRIES, INC. FOR THE PERIOD ENDED SEPTEMBER 30, 2003, JACK
BELLUSCIO, PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF
ANSCOTT INDUSTRIES, INC. HEREBY CERTIFY PURSUANT TO 18 U.S.C. SECTION 1350, AS
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, TO THE BEST
OF MY KNOWLEDGE AND BELIEF, THAT:
1. Such Annual Report on Form 10-QSB for the period ended September 30, 2003,
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
2. The information contained in such Annual Report on Form 10-QSB for the period
ended September 30, 2003, fairly presents, in all material respects, the
financial condition and results of operations of Anscott Industries, Inc.
ANSCOTT INDUSTRIES, INC.
By: /s/ Jack Belluscio
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Jack Belluscio
Principal Executive Officer and
Principal Financial Officer
Dated: November 12, 2003