Form 10-QSB/A
Amendment No. 1
Item 5. Other information in Part II has been amended to state that this 10-QSB
was filed without the required review of an independent registered public
accounting firm.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended January 31, 2005 Commission file No. 0-05767
LINCOLN INTERNATIONAL CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 61-0575092
- ------------------------------- ---------------------
(State of other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
641 Lexington Avenue, 25th Floor
New York, New York 10022
- ---------------------------------------- ---------
(Address or principal executive offices) Zip Code)
(Registrants Telephone Number, Including Area Code) (212) 421-1616
Indicate by check whether the registrant (1) has filed reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or of such shorter period that the registrant was required
to file such reports) and has been subject to such filing requirements for the
past 90 days.
YES [X] NO [ ]
Indicate by check whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
Indicate the numbers of shares outstanding of each of the issuer's classes of
common stock, as of the March 14, 2005: 2,610,000 shares of common stock,
$0.0001 par value.
LINCOLN INTERNATIONAL CORPORATION
INDEX
PAGE(S)
Part I: Financial Information
Item 1. Financial Statements:
Balance Sheets as of January 31, 2005 1
and July 31, 2004
Statements of Operations for the three months 2
ended January 31, 2005 and January 31, 2004
Statements of Operations for the six months 3
ended January 31, 2005 and January 31, 2004
Statements of Cash Flows for the six months 4
ended January 31, 2005 and January 31, 2004
Notes to the Financial Statements 5 - 6
Item 2. Management's Discussion and Analysis of 7 - 9
Financial Condition and Results of Operations
Item 3. Controls and Procedures 9 - 10
Part II: Other Information
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds 10
Item 4. Submission of Matters for a vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 11 - 15
i
LINCOLN INTERNATIONAL CORPORATION
PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
BALANCE SHEETS
(Unaudited)
1/31/05 7/31/04
----------- -----------
ASSETS
Current assets:
Cash $ 1,074 $ --
Income tax refund receivable 527 --
----------- -----------
Total current assets 1,601 --
----------- -----------
Total assets $ 1,601 $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses $ 6,447 $ 35,000
Accrued interest 1,281 --
Notes payable 55,000 --
----------- -----------
Total current liabilities 62,728 35,000
Stockholders' equity:
Common stock, par value $0.0001 per share,
500,000,000 shares authorized, 2,610
shares issued and outstanding (2,610
shares on 7/31/04) 1,918,622 1,918,622
Preferred stock, no par value, 50,000,000
shares authorized, no shares issued and
outstanding -- --
Accumulated deficit (1,979,749)
----------- -----------
Total stockholders' equity (61,127) (35,000)
----------- -----------
Total liabilities and
stockholders' equity $ 1,601 $ --
=========== ===========
The accompanying notes are an integral part of the Financial Statements.
1
LINCOLN INTERNATIONAL CORPORATION
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED:
(UNAUDITED)
1/31/05 1/31/04
---------- ----------
Revenues $ -- $ --
---------- ----------
Costs and expenses:
Cost of revenues -- --
Selling, general and administrative expenses 7,666 17,991
---------- ----------
Total costs and expenses 7,666 17,991
---------- ----------
Loss from operations (7,666) (17,991)
---------- ----------
Other income (expense):
Interest income (expense), net (1,161) 1,537
---------- ----------
Net loss from continuing
operations (8,827) (16,454)
Discontinued operations (Note C):
Loss from operations -- (49,567)
Income tax expense -- 3,000
---------- ----------
Net loss from discontinued operations -- (52,567)
Net loss $ (8,827) $ (69,021)
========== ==========
Per Common Share:
Net loss from continuing $ (3.38) $ (6.31)
operations
Net loss from discontinued operations -- (20.15)
---------- ----------
Net loss $ (3.38) $ (26.46)
========== ==========
The accompanying notes are an integral part of the Financial Statements.
2
LINCOLN INTERNATIONAL CORPORATION
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED:
(UNAUDITED)
1/31/05 1/31/04
----------- -----------
Revenues $ -- $ --
----------- -----------
Costs and expenses:
Cost of revenues -- --
Selling, general and administrative expenses 25,373 40,300
----------- -----------
Total costs and expenses 25,373 40,300
----------- -----------
Loss from operations (25,373) (40,300)
----------- -----------
Other income (expense):
Interest expense, net (1,281) (1,318)
Gain on surrender of common stock -- 72,000
Miscellaneous income 527 --
----------- -----------
Total other income (expense) (754) 70,682
Net income (loss) from
continuing operations (26,127) 30,382
Discontinued operations (Note C):
Loss from operations -- (150,853)
Gain on sale of property & equipment, net -- 367,633
----------- -----------
-- 216,780
Income tax expense -- _9,000
----------- -----------
Net income from discontinued operations -- 207,780
Net income (loss) $ (26,127) $ 238,162
=========== ===========
Per Common Share:
Net income (loss) from $ (10.01) $ 11.35
continuing operations
Net income from discontinued operations -- 77.62
----------- -----------
Net income (loss) $ (10.01) $ 88.97
=========== ===========
The accompanying notes are an integral part of the Financial Statements.
3
LINCOLN INTERNATIONAL CORPORATION
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATEMENTS OF CASH FLOW
FOR THE SIX MONTHS ENDED:
(Unaudited)
1/31/05 1/31/04
----------- -----------
Cash flows from operating activities:
Net income (loss) $ (26,127) $ 238,162
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Gain on the disposal of assets -- (367,633)
Gain on the surrender of common stock -- (72,000)
(Increase) decrease in:
Receivables (527) 75,248
Prepaid expenses and other assets -- 5,839
Increase (decrease) in:
Accounts payable -- (11,791)
Accrued expenses (27,272) (65,571)
Accrued income taxes -- 9,000
Discontinued operations -- 12,393
----------- -----------
Net cash used in
operating activities (53,926) (176,353)
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment -- (11,308)
Net proceeds from the sale of property -- 1,182,090
Disposal of property & equipment -- 100,142
----------- -----------
Net cash provided by
investing activities -- 1,270,924
----------- -----------
Cash flows from financing activities:
Issuance of Common Stock, net -- 12,465
Dividend distribution -- (90,380)
Net payment on line of credit -- (47,500)
Principal payments on capital lease obligation -- (7,337)
Principal payments on long-term debt -- (475,096)
Proceeds (payments) on notes payable 55,000 (52,819)
----------- -----------
Net cash provided by (used)
in financing activities 55,000 (660,667)
----------- -----------
Net increase in cash 1,074 433,904
Cash at beginning of the year -- 21,944
----------- -----------
Cash at end of period $ 1,074 $ 455,848
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ -- $ 3,184
=========== ===========
The accompanying notes are an integral part of the Financial Statements.
4
LINCOLN INTERNATIONAL CORPORATION
PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
NOTE A - MANAGEMENT'S STATEMENT
In the opinion of management the accompanying unaudited financial statements
contain all adjustments (all of which are normal and recurring in nature)
necessary to present fairly the financial position of Lincoln International
Corporation ("Lincoln" or the "Company") at January 31, 2005 and July 31, 2004
and the results of operations for the three and six months ended January 31,
2005 and January 31, 2004. The notes to the financial statements contained in
the 2004 Form 10-KSB should be read in conjunction with these financial
statements.
NOTE B - CRITICAL ACCOUNTING POLICIES
GOING CONCERN: The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. As reflected in
the accompanying financial statements, the Company has incurred recurring
operating losses and negative cash flows from operations over the prior three
years which raises substantial doubt about the Company's ability to continue as
a going concern. As more fully described in Item 2, management is addressing
these issues. The financial statements do not include any adjustments that might
result from the Company being unable to continue as a going concern.
GOODWILL: Prior to August 1, 2002, goodwill was amortized on a straight-line
basis over five years. Beginning August 1, 2002, goodwill is no longer
amortized, but is evaluated at least annually for impairment, and more
frequently under certain conditions.
NOTE C - DISCONTINUED OPERATIONS
On August 22, 2003, the Company sold its last remaining commercial office rental
property for $1,260,000 ($1,182,090 after closing fees, taxes and other
adjustments) and incurred a net gain on the sale of $367,633. At the sale
closing, the Company paid off principal and interest of its first and second
mortgages against the property of $485,551 and $57,599, respectively. The
Company received net cash proceeds of $637,664.
On January 30, 2004, the Company transferred substantially all of its operating
assets to its wholly-owned subsidiary, AUSA, Inc. Thereafter, the Company
declared a distributive dividend to its stockholders of record on January 30,
2004 of all the shares of common stock of AUSA, Inc. so that each stockholder of
the Company received a share of AUSA, Inc. common stock for each share of common
stock of the Company owned by such stockholder on January 30, 2004. Excluded
from the assets transferred by the Company to AUSA, Inc. were cash, securities
and deposit account balances of approximately $450,000, which funds were
retained by the Company as well as liabilities estimated to be approximately
$33,000.
NOTE D - LITIGATION SETTLEMENT
On October 17, 2003, the Company settled the lawsuit it filed in October 2002
against former employees of the Company and a new company they formed to compete
with the Company's Accounting USA division. Terms of the settlement include the
return of 200 shares of Common Stock in the Company owned by a former officer,
as well as other agreements regarding non-solicitation of clients and
non-competition. The 200 shares surrendered to the Company were valued at
$72,000 and have been retired. A non-operating gain of $72,000 was recorded in
the first fiscal quarter of 2004 to account for this transaction.
NOTE E - MERGER & RECAPITALIZATION
On November 3, 2004, Lincoln International Corporation (a Kentucky corporation)
was re-domesticated from Kentucky to Delaware. This was effectuated by merging
Lincoln International Corporation (a Kentucky corporation) into Lincoln
International Corporation (a Delaware Corporation), a subsidiary formed
specifically to effect this re-domestication.
Concurrent with this re-domestication, the Company has increased the number of
authorized shares from three million (3,000,000) to five hundred fifty million
(550,000,000). Of these five hundred fifty million (550,000,000) shares, five
hundred million (500,000,000) shares are common stock, par value $0.0001, and
fifty million (50,000,000) are "blank check preferred stock" as provided for
under Delaware law. Blank check preferred stock is a series of preferred stock
that is authorized by a company's Certificate of Incorporation, but this series
of preferred stock will have those rights, preferences, and privileges as are
subsequently authorized by the Board of Directors at some time in the future.
The issuance of this blank check preferred stock will not require any further
vote or authorization by shareholders, and it can be issued by the Board of
Directors at any time.
NOTE F - SUBSEQUENT EVENT
On February 1, 2005, the Board of Directors declared a 999-to-1 stock dividend
for the common stock of the Company for all holders of common stock as of the
close of business on February 2, 2005. Total shares issued and outstanding
immediately following such stock dividend was 2,610,000.
LINCOLN INTERNATIONAL CORPORATION
PART 1: FINANCIAL INFORMATION
ITEM 2:
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Lincoln International Corporation was incorporated in 1960 in the Commonwealth
of Kentucky. During the first fiscal quarter of 2005 ended October 31, 2004, the
Company had no commercial operations. In the comparable period a year ago, the
Company was engaged in providing bookkeeping services to small and medium sized
businesses primarily in Louisville, Kentucky through its Accounting USA
division, and the rental of commercial office property located in Louisville,
Kentucky through its Rental Property division. In the first fiscal quarter of
2004 ended October 31, 2003, the Company sold its last rental property and
discontinued operations of the Rental Property division. In the second fiscal
quarter of 2004 ended January 31, 2004, the Company distributed to its
stockholders its operating company, AUSA, Inc., containing the Accounting USA
division. From that point forward, the Company has not had any commercial
operations. On November 3, 2004, Lincoln International Corporation (a Kentucky
corporation) was re-domesticated from Kentucky to Delaware by merging it with a
Delaware corporation formed specifically to facilitate this re-domestication.
Developments During the First Six Months of Fiscal 2005
On August 6, 2004, certain shareholders representing 83.3% of the Company's
issued and outstanding shares sold their stock to a third party. The new
controlling shareholder has acquired the Common Stock of the Company as an
investment. In connection with the acquisition of the Common Stock all directors
and officers of the Company resigned and two designees selected by the new
principal owner were elected to the Board of Directors. The new Board of
Directors then elected two new officers, Derek Caldwell and Samir Masri, who
serve, respectively, as (a) President and Secretary and (b) Treasurer and
Assistant Secretary.
On September 27, 2004, the Company's principal shareholder made a $30,000 loan
to the Company for general corporate purposes. The note is payable on demand,
accrues interest at an annual rate of 9.0%, and is convertible into 261 shares
of common stock. The agreement also includes a warrant to purchase 261 shares of
common stock at a strike price of $114.94 per share for a period of five years.
The strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.
On October 20, 2004, a Schedule 14C Information Statement was filed by the
Company providing Notice of Action to be Taken by Written Consent of the
Stockholders. This action has been taken to authorize the merger of the Company,
a Kentucky corporation, into its wholly-owned subsidiary, Lincoln International
Corporation, a Delaware corporation, for the purpose of changing the state of
incorporation from Kentucky to Delaware. This transaction was subsequently
completed on November 3, 2004.
On October 28, 2004, the Company's principal shareholder advanced an additional
$15,000 to the Company under the same terms and conditions as the September 27,
2004 promissory note described above. The additional advance is convertible into
131 shares of common stock and also includes a warrant to purchase 131 shares of
common stock at a strike price of $114.94 per share for a period of five years.
The strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.
On January 31, 2005, the Company's principal shareholder advanced an additional
$10,000 to the Company under the same terms and conditions as the September 27,
2004 promissory note described above. The additional advance is convertible into
87 shares of common stock and also includes a warrant to purchase 87 shares of
common stock at a strike price of $114.94 per share for a period of five years.
The strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.
RESULTS OF OPERATIONS
Three Months Ended January 31, 2005 Compared to the Three Months Ended January
31, 2004
The Company had no commercial operations in the second fiscal quarter of 2005 as
all previous business operations were sold or discontinued in the prior year. In
the second fiscal quarter of 2004, the Company completed the spin-off its
Accounting USA division to shareholders through a dividend distribution and
reported the results of this division as discontinued operations.
The Company incurred $7,666 in operating expenses in the second fiscal quarter
of 2005 related to the maintenance of its corporate organization. These expenses
were largely professional fees for legal, accounting, and administrative
services. Other expense consisted of $1,161 of interest expense accrued on notes
payable to the Company's principal shareholder. The net loss for the quarter
totaled $8,827 compared with a loss of $69,021 the prior year.
In the second fiscal quarter of 2004, corporate administrative costs totaled
$17,991. The Company earned $1,537 in interest income in the quarter as proceeds
from the sale of rental property in the first fiscal quarter were used to pay
off corporate debts and increase cash and money market investments.
On January 30, 2004, the Company completed the distribution of the Accounting
USA division to its shareholders as a non-cash dividend (see Note C). During the
prior year quarter, the Company recognized a net loss from discontinued
operations, predominantly from the Accounting USA division, of $52,567.
Inflation has not had any material impact during the last 3 years on net revenue
or income from operations. The Company has had no material benefit from
increases in its prices for services during the last three years.
Six Months Ended January 31, 2005 Compared to the Six Months Ended January 31,
2004
The Company had no commercial operations in the first six months of fiscal 2005
as all previous business operations were sold or discontinued in the prior year.
In the second fiscal quarter of 2004, the Company completed the spin-off its
Accounting USA division to shareholders through a dividend distribution and
reported the results of this division as discontinued operations together with
its previously discontinued Rental Property division.
The Company incurred $25,373 in operating expenses in the first six months of
fiscal 2005 related to the maintenance of its corporate organization. These
expenses were largely professional fees for legal, accounting, and
administrative services. Other income and expenses consisted of $1,281 of
interest expense accrued on notes payable to the Company's principal shareholder
and $527 of income related to an income tax refund due. The net loss for the six
months totaled $26,127 compared with income of $238,162 the prior year.
In the first six months of fiscal 2004, corporate administrative costs totaled
$40,300 consisting primarily of professional fees and corporate taxes resulting
from the spin-off of the AUSA, Inc. subsidiary and the winding-down of
operations. The Company incurred $1,318 in net interest expense during the
period. Other income consisted of a $72,000 gain on the surrender of common
stock under a litigation settlement agreement (see Note D). Net income from
continuing operations was $30,382 after the gain.
On January 30, 2004, the Company completed the distribution of the Accounting
USA division to its shareholders as a non-cash dividend (see Note C). During the
current period, the Company incurred a loss of $150,853 from discontinued
operations including losses of a $96,985 in the Accounting USA division and
$53,868 in the Rental Property division. The operating loss from discontinued
operations was offset by a $367,633 gain on the sale of rental property
resulting in income from discontinued operations of $216,780 for the first six
months of fiscal 2004. The company has accrued $9,000 for local income taxes
that are not subject to net operating loss carryforwards resulting in net income
from discontinued operations of $207,780.
LIQUIDITY AND CAPITAL RESOURCES
In 2004, Lincoln liquidated and distributed substantially all of its assets,
liabilities and operations and, therefore, only has expenses related to
maintaining the corporate shell on an ongoing basis. Between September 27, 2004
and January 31, 2005, the Company's principal shareholder has loaned the Company
a total of $55,000 for general corporate purposes. The Company will continue to
require additional capital if it is to meet its current and future obligations.
ACQUISITION OR DISPOSITION OF ASSETS
None.
ITEM 3: CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. The Company's management has
evaluated, with the participation of the Chief Executive Officer and the Chief
Financial Officer, the effectiveness of the Company's disclosure controls and
procedures as of the end of the period covered by the Company's last Annual
Report on Form 10-KSB. Based on this evaluation, the Chief Executive Officer and
the Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information the Company is required to
disclose in reports that it files or submits under the Securities Exchange Act
of 1934 is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms.
Changes in internal controls over financial reporting. There has not been any
change in the Company's internal controls over financial reporting that occurred
during the period covered by this Quarterly Report on Form 10-QSB that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
LINCOLN INTERNATIONAL CORPORATION
PART II: Other Information
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On September 27, 2004, the Company's principal shareholder made a $30,000 loan
to the Company for general corporate purposes. The note is payable on demand,
accrues interest at an annual rate of 9.0%, and is convertible into 261 shares
of common stock. The agreement also includes a warrant to purchase 261 shares of
common stock at a strike price of $114.94 per share for a period of five years.
The strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.
On October 28, 2004, the Company's principal shareholder advanced an additional
$15,000 to the Company under the same terms and conditions as the September 27,
2004 promissory note described above. The additional advance is convertible into
131 shares of common stock and also includes a warrant to purchase 131 shares of
common stock at a strike price of $114.94 per share for a period of five years.
The strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.
On January 31, 2005, the Company's principal shareholder advanced an additional
$10,000 to the Company under the same terms and conditions as the September 27,
2004 promissory note described above. The additional advance is convertible into
87 shares of common stock and also includes a warrant to purchase 87 shares of
common stock at a strike price of $114.94 per share for a period of five years.
The strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.
ITEM 4. SUBMISSION OF MATTERS FOR A VOTE OF SECURITY HOLDERS
On November 2, 2004, the Company mailed an information statement on Schedule 14C
to our stockholders. This information statement provided information to our
stockholders regarding the decision by the Company's Board of Directors and
majority stockholder to re-domesticate the Company from Kentucky to Delaware.
This information statement was sent to all stockholders of record as of
September 30, 2004. No proxies were solicited from our stockholders as the
Company's majority stockholder had already approved this re-domestication
through an action by written consent. Subsequently, the Company completed its
re-domestication after the end of the reporting period.
ITEM 5. OTHER INFORMATION
This 10-QSB report was filed without the review of the interim financial
statements by an independent registered public accounting firm. Review will be
obtained as soon as possible after filing this 10-QSB, and any material change
to the interim financial statements necessitated by such review will be promptly
reported by means of an amendment to this 10-QSB.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Index
Exhibit No. Description
- ----------- -----------
22.1 Definitive Information Statement filed with the Securities and
Exchange Commission on October 20, 2004 (Incorporated by
Reference). (b) Lincoln International Corporation filed a Form
8K on January 5, 2005 detailing the change of control of the
Company.
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LINCOLN INTERNATONAL CORPORATION
/s/ DEREK L. CALDWELL
--------------------------------------------
Name: Derek L. Caldwell
Title: President and Chief Executive Officer
Date: July 22, 2005