UNITED STATES
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, 2006
|_| Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from __________ to
___________.
AAMPRO GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA 87-0419231
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1120 Route 22 E, Bridgewater, New Jersey 08807
(Address of Principal Executive Offices and Zip Code)
Issuer's Telephone Number: (908) 252-0008
Former name, former address, and former fiscal year, if changed since last
report: No Changes.
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
par value $0.001 per share
Indicate by mark |X| whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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 |_|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES |_| NO |X|
Indicate by mark |X| if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-QSB or any amendment to
this Form 10-QSB. Number of shares outstanding of each of the registrant's
classes of common stock as of November 16, 2006: 53,452,860
Item 1 - Financial Statements
AAMPRO Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet
September 30, 2006
(Unaudited)
Assets
Current Assets
Shares Outstanding 53,542,860 54,505,033 53,542,860
Accounts receivable, net of allowance of $185,236 321,980
Other current assets 45,363
Total Current Assets 570,784
-----------
Customer lists, net 24,200
Property and equipment, net 10,763
-----------
Total Assets $ 605,747
===========
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued expenses $ 331,769
Health benefits payable 961,855
Payroll taxes payable 3,020,739
Current maturities of long-term debt 19,821
Client deposits 51,178
-----------
Total Current Liabilities 4,385,362
Stockholders' Deficit
Preferred stock, Series A, convertible, no par value, 10,000,000 authorized,
0 shares issued and outstanding --
Common stock, $.001, 300 million shares authorized, 53,452,860
issued and outstanding 53,453
Additional paid in capital 2,080,457
Accumulated deficit (5,913,525)
-----------
Total Stockholders' (Deficit) (3,779,615)
-----------
Total Liabilities and Stockholders' (Deficit) $ 605,747
===========
See notes to the condensed consolidated financial statements.
2
AAMPRO Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
2006 2005 2006 2005
------------ ------------ ------------ ------------
Net Revenue $ 223,645 $ 459,012 $ 708,913 $ 1,477,652
Staffing Revenue 178,835 151,915 501,548 399,054
Payroll Processing Revenue 61,773 49,149 183,098 169,766
------------ ------------ ------------ ------------
Total Revenue 464,253 660,076 1,393,559 2,046,472
Cost of Revenues 267,912 488,478 908,935 1,549,889
------------ ------------ ------------ ------------
Gross Profit 196,341 171,598 484,624 496,583
------------ ------------ ------------ ------------
Operating Expenses
General and administrative expenses 396,731 371,496 1,066,111 1,025292
Stock based compensation -- 100,000 61,950 144,250
Depreciation 2,854 5,167 7,920 15,109
Amortization 35,600 3,900 35,600 13,000
------------ ------------ ------------ ------------
Total Operating Expenses 435,185 480,563 1,171,581 1,197651
------------ ------------ ------------ ------------
Loss From Operations (238,844) (308,965) (686,957) (701,068)
------------ ------------ ------------ ------------
Other Income (Expense)
Interest income 764 588 861 620
Other income 34,227 -- 34,227 --
Interest expense (1,193) (31,893) (11,648) (39,605)
------------ ------------ ------------ ------------
Total Other Income (Expense) 33,701 (31,305) 23,440 (38,985)
------------ ------------ ------------ ------------
Loss Before Income Taxes (205,046) (340,270) (663,517) (740,053)
Income Taxes -- -- -- --
------------ ------------ ------------ ------------
Net Loss $ (205,046) $ (340,270) $ (663,517) $ (740,053)
============ ============ ============ ============
Loss Per Share - Basic and Diluted $ (0.01) $ (0.01) $ (0.01) $ (0.01)
============ ============ ============ ============
Weighted Average Number of Common
Shares Outstanding 53,542,860 54,505,033 53,542,860 53,575,387
See notes to the condensed consolidated financial statements.
3
AAMPRO Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows(Unaudited)
Nine Months Ended
September 30,
----------------------
2006 2005
--------- ---------
Cash Flows From Operating Activities
Net Loss $(663,517) $(740,053)
Adjustments to Reconcile Net Loss to Net Cash
Used in Operations
Depreciation and amortization 43,520 28,109
Stock based compensation 61,950 144,250
Allowance for bad debt -- (6,941)
Decrease (Increase) in Assets
Accounts receivable 81,750 (12,830)
Other current assets 39,678 (9,295)
Increase (Decrease) in Liabilities
Accounts payable and accrued expenses (3,215) (47,546)
Health benefits payable (9,876) (19,115)
Payroll taxes payable 609,050 714,542
Client deposits (34,627) 9,346
--------- ---------
Net Cash Provided by Operating Activities 124,713 60,467
--------- ---------
Cash Flows From Investing Activities
Cash paid for equipment -- (3,171)
--------- ---------
Net Cash (Used In) Investing Activities -- (3,171)
--------- ---------
Cash Flows From Financing Activities
Repayments of long-term debt (9,884) (18,673)
--------- ---------
Net Cash (Used In) Investing Activities (9,884) (18,673)
--------- ---------
Net Increase in Cash 114,829 38,623
Cash at Beginning of Period 88,612 126,859
--------- ---------
Cash at End of Period $ 203,441 $ 165,482
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
Interest $ 11,648 $ 39,605
========= =========
Income taxes $ -- $ --
========= =========
See notes to the condensed consolidated financial statements.
4
AAMPRO Group, Inc. and Subsidiaries
- -----------------------------------
Notes to the Condensed Consolidated Financial Statements
For the Nine Month Period Ended September 30, 2006 and 2005
(Unaudited)
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statement have
been prepared in accordance with accounting principles generally accepted in
the United States of America for interim financial information and with the
instructions to Item 310 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 of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the nine months ended September 30, 2006 are not necessarily
indicative of the results that may be expected for the year ended December
31, 2006. The unaudited condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-KSB for
the year ended December 31, 2005.
RECLASSIFICATIONS
Certain reclassifications have been made to the 2005 financial statements to
conform with the current years presentation. These reclassifications have no
effect on net loss or stockholders deficit as previously recorded.
LITIGATION
In August 2003, Corporate and Shareholder Solutions, Inc. (CSS) and its
major shareholder filed a suit against the Company, Professional Employer
Services, Inc. d/b/a AAMPRO, Inc. and an officer of the Company in the
Superior Court of New Jersey, Chancery Division, Hunterdon County alleging,
three causes of action each related to the reverse acquisition transaction
between the Company and AAMPRO, Inc., inter alia, (a) seeking a rescission
of the majority shareholder of CSS as a director and officer of the Company,
rescinding the appointment of an officer of the Company as President and
Chief Executive Officer, ordering return of the shares issued to the
Company, and reestablishing the majority shareholder of CSS, as President
CEO and Director of the Company, (b) seeking damages in the amount of
$85,000, and (c) seeking punitive damages. Management denied all
allegations, and filed counterclaims in an amount in excess of $5,000,000.
In March 2005, there was a settlement reached in this action, which is
subject to formal approval by the Court and will not be effective until such
approval is received. The pending settlement will include the release of all
claims by all parties, the reverse of the prior acquisition transaction
between the parties, and the spin-off of all assets and liabilities of the
AAMPRO Group, Inc. and its related subsidiaries to its shareholder into
multiple publicly traded entities. The Court approved the settlement in
August 2005, and the Company is proceeding forward with the legal filings
needed to implement the settlement.
In January 2006, subsequent to the execution of the settlement agreement and
Court approval, the U. S. Department of Justice seized the AAMPRO shares
held by the majority shareholder and officer of the Company (AAMPRO
Shareholder) along with other personal assets in connection with a judgment
dating back to July 2003. The 2003 judgment involved a personal tax lien
related to a prior employer (not AAMPRO) of the current AAMPRO Shareholder
dating back to December 1992. In April 2006, the U. S. Department of Justice
directly notified certain AAMPRO shareholders about the judgment and seizure
of the AAMPRO shares held by the AAMPRO Shareholder, and solicited the
Company's shareholders to generate potential interest in purchasing the
seized AAMPRO shares to settle the judgment. The AAMPRO Shareholder is in
the process of negotiating a settlement of the judgment with the U. S.
Department of Justice. The current seizure of the AAMPRO shares held by the
AAMPRO Shareholder as a means to settle the outstanding judgment may make it
difficult for the Company to fulfill the terms of the above mentioned
settlement agreement, and may require a restructuring of the terms of the
settlement.
GOING CONCERN
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States of America, which contemplates continuation of the Company
as a going concern. The Company has had recurring operating deficits in the
past few years and accumulated large deficits. This raises substantial doubt
about the Company's ability to continue as a going concern.
5
AAMPRO Group, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Nine Month Period Ended September 30, 2006
(Unaudited)
GOING CONCERN, Continued
Management of the Company believes that its current cash and cash
equivalents along with cash to be generated by existing and new business
operations in 2006 and beyond, will be sufficient to meet its anticipated
cash needs for working capital and capital expenditures for the next year.
If cash generated from operations is insufficient to satisfy the Company's
liquidity, requirements, management may seek to restructure the liabilities
of the Company and/or sell additional equity, debt securities and/or obtain
a credit facility. The sale of additional equity or convertible debt
securities could result in additional ownership dilution to our
stockholders. The incurrence of indebtedness would result in an increase in
our fixed obligations and could result in borrowing covenants that would
restrict our operations. There can be no assurance that financing will be
available in amounts or on terms acceptable to us, if at all. If financing
is not available when required or is not available on acceptable terms, we
may be unable to develop or enhance our products or services. In addition,
we may be unable to take advantage of business opportunities or respond to
competitive pressures. Any of these events could have a material and adverse
effect on our business, results of operations and financial condition.
In view of these matters, realization of the assets of the Company is
dependent upon the Company's ability to meet its financial requirements and
the success of future operations. These condensed consolidated financial
statements do not include adjustments relating to the recoverability and
classification of recorded asset amounts and classification of liabilities
that might be necessary should the Company be unable to continue in
existence.
STOCK BASED COMPENSATION
On April 10, 2003, the Company entered into an option agreement with an
officer of the Company, whereby, the officer was granted 5,400,000 options
of the Company's common stock. The agreement between the Company and the
officer expires on March 31, 2008. On each anniversary (through 2008), the
Company shall grant to the officer an additional 5,400,000 options at an
exercise price equal to the fair market value of the Company's common stock
on the date of each such grant. On April 10, 2006, the Company granted
5,400,000 options at an exercise price of $0.007. In 2006, the options have
been valued at $37,800 using the Black-Scholes Method.
On April 10, 2003, the Company entered into an option agreement with an
officer of the Company, whereby, the officer was granted 900,000 options of
the Company's common stock. The agreement between the Company and the
officer expires on March 31, 2008. On each anniversary (through 2008), the
Company shall grant to the officer an additional 900,000 options at an
exercise price equal to the fair market value of the Company's common stock
on the date of each such grant. On April 10, 2006, the Company granted
900,000 options at an exercise price of $0.007. In 2006, the options have
been valued at $6,300 using the Black-Scholes Method.
On April 10, 2003, the Company entered into a consulting agreement with a
consultant of the Company, whereby, for services to be provided to the
Company through March 31, 2008, the consultant was granted 2,550,000 options
of the Company's common stock. On each anniversary (through 2008), the
Company shall grant to the consultant an additional 2,550,000 options at an
exercise price equal to the fair market value of the Company's common stock
on the date of each such grant. On April 10, 2006, the Company granted
2,550,000 options at an exercises price of $0.007. In 2006, the options have
been valued at $17,850 using the Black-Scholes Method.
6
AAMPRO Group, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Nine Month Period Ended September 30, 2006
(Unaudited)
STOCK BASED COMPENSATION, Continued
The following table summarizes stock options activity during the nine
months ended September 30, 2006:
Weighted
Average
Number of Exercise
Options Price
---------- --------
Options outstanding at January 1, 2006 26,550,000 $ .07
Granted 8,850,000 .007
Exercised --
Expired --
---------- --------
Options outstanding and exercisable at September 30, 2006 35,400,000 .05
========== ========
The fair value of the options granted in 2006 were $61,950 which was charged
to compensation expense. The fair value was determined as of the date of
grant using the Black-Scholes pricing model, based on the following
assumptions; annual expected rate of return of 0%, annual volatility of 120%
and a risk free interest rate of 5.14%.
The fair value of the option granted in 2005 were $144,250 which was charged
to compensation expense. The fair value was determined as of the date of
grant using the Black-Scholes pricing model, based on the following
assumptions; annual expected return of 0%, annual volatility of 186% and a
risk free interest rate of 4.14.%.
7
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements about our business,
financial condition, and prospects that reflect our assumptions and beliefs
based on information currently available. We can give no assurance that the
expectations indicated by such forward-looking statements will be realized. If
any of our assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, our actual
results may differ materially from those indicated by the forward-looking
statements.
The key factors that are not within our control and that may have a direct
bearing on operating results include, but are not limited to, acceptance of our
services, our ability to expand our customer base, our ability to raise capital
in the future, the retention of key employees and changes in the regulation of
our industry. There may be other risks and circumstances that we are unable to
predict. When used in this Quarterly Report, words such as, "believes,"
"expects," "intends," "plans," "anticipates," "estimates" and similar
expressions are intended to identify forward-looking statements, although there
may be certain forward-looking statements not accompanied by such expressions.
All forward-looking statements are intended to be covered by the safe harbor
created by Section 21E of the Securities Exchange Act of 1934.
OVERVIEW
AAMPRO Group, Inc. together with its consolidated subsidiaries provides full
service staffing resources to its clients by providing permanent placement,
temporary staffing services, payroll administration, and professional services
(including outsourcing services of worksite employees). The Company has expanded
its services beyond that of a professional services organization to that of a
full service staffing firm. The Company's services are designed to improve the
productivity and profitability of small and medium-sized businesses by relieving
business owners and key executives of many employer-related administrative and
regulatory burdens and enables them to focus on the core competencies of their
businesses.
The Company is organized in three basic operating segments--Staffing Services,
Payroll Administration, and Professional Services. Within the Staffing Services
Segment, the Company provides three primary services--permanent placement,
temporary staffing, and human resource consulting services. Payroll
administration services include the processing of the payrolls for clients along
with the administration of benefits, tax filings, and workman's compensation
programs. The Professional Services segment includes the outsourcing of the
employment and administration services performed for clients.
The Company provides its services on a national basis with a primary focus in
the New York, New Jersey and Pennsylvania area, and is currently executing a
long-term expansion strategy target both organic growth and the acquisition of
smaller and like-sized competitors.
8
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and related notes included elsewhere
herein. Historical results and percentage relationships are not necessarily
indicative of the operating results for any future period.
The following table sets forth certain common sized data derived from the
unaudited condensed consolidated statements of operations, expressed as a
percentage of net revenues for each of the three and nine month periods
presented in 2006 and 2005 as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- --------------------------
2006 2005 2006 2005
---- ---- ---- ----
---------------- ----------- ----------- -----------
Total Net Revenue 100% 100% 100% 100%
---- ---- ---- ----
Cost of Revenues 58% 74% 65% 76%
---------------- ----------- ----------- -----------
Gross Profit 42% 26% 35% 24%
---------------- ----------- ----------- -----------
Operating Expenses
General and Administrative 85% 56% 77% 50%
Expenses
Stock based compensation - 14% 4% 7%
Depreciation and Amortization 9% 2% 4% 2%
---- ---- ---- ----
Total Operating Expenses 94% 72% 84% 59%
---- ---- ---- ---
---------------- ----------- ----------- -----------
Loss From Operations (52%) (46%) (49%) (35%)
---------------- ----------- ----------- -----------
Other Income (Expense)
Other 7% - 2% -
Interest expense - (5%) (1%) (2%)
---------------- ----------- ----------- -----------
Total Other (Expense) 7% (5%) 1% (2%)
---------------- ----------- ----------- -----------
Net Loss (45%) (51%) (48%) (37%)
---------------- ----------- ----------- -----------
REVENUES
The net revenues for the third quarter of 2006 and 2005 included revenues from
contract worksite employees (professional services) along with staffing and
payroll administration services.
Total revenues for the nine months ended September 30, 2006 decreased by
$652,913 or 32%, from $2,046,472 in 2005 to $1393,559 in 2006, while total net
revenues for three months ended September 30, decreased by $195,823 or 30% going
from $660,076 in 2005 to $464,253 in 2006, as a result of the reductions in
revenues attributed to the cessation of providing services to certain clients.
Gross revenues for the contract worksite employee for the nine months ended
September 30, declined by approximately $991,100 from $8,600,000 in 2005 to
$7,608,900 in 2006, while gross revenues for the contract worksite employee for
the three months ended September 30, 2006 declined by approximately $200,000
from $2,700,000 in 2005 to $2,500,000 in 2006. Net revenues for the nine months
ended September 30, 2006 declined by approximately $768,739 or 52% from
$1,477,652 in 2005 to $708,913 in 2006, while gross revenues for the contract
worksite employee for the three months ended September 30, 2006 declined by
approximately $235,367 from $459,012 in 2005 to $223,645 in 2006. The net
decreases for the nine months and the three months ended September 30, 2006,
were primarily attributable to ceasing to provide services for certain customers
in 2006.
9
Staffing revenues for the nine months ended September 30, 2006, increased
$102,494 or 26%, going from $399,054 in 2005 to $501,548 in 2006, as compared to
an increase of $26,920 or 18% for the three months ended September 30, 2006,
going from $151,915 in 2005 to $178,835 in 2006. The increases in the staffing
revenue for the three and nine month periods ended September 30, are primarily
attributed to new business development and the expansion of the staffing
segment.
Payroll processing revenues for the nine months ended September 30, 2006,
increased slightly by $13,332 or 8%, going from $169,766 in 2005 to $183,098 in
2006, as compared to an increase of $12,624 or 26% for the three months ended
September 30, 2006, going from $49,149 in 2005 to $61,773 in 2006. Variations
for the three and the nine months ended September 30, 2006 are primarily
attributable to increased payroll processing and administrative services for
certain customers in 2006.
COST OF REVENUES AND GROSS MARGIN
The Company's cost of revenue for the nine months ended decreased by $640,954
from $1,549,889 in 2005 to $908,935 in 2006, while the cost of revenues for the
three months ended decreased by $220,566 from $488,78 in 2005 to $267,912 in
2006 as a result of the corresponding reductions in revenues attributed to the
cessation of providing services to certain clients, offset by the increased
costs for the staffing and payroll administration services.
The Company has strategically evaluated the overall 2006 operations, and the
profitability of providing services to its clients, and has decided to cease
doing business with several unprofitable clients in order to streamline its
client base, and better focus its overall operations. Gross profit decreased by
$11,959 (in absolute dollars) for the nine months ended September 30, 2006 going
from $496,583 in 2005 to $484,624 in 2006, and by $24,743 or 14% for the three
months ended September 30, 2006 going from $171,598 in 2005 to $196,341 in 2006.
The gross margin percentages (as a percentage of total revenues) for the nine
months ended September 30, 2006 increased by 11% going from a gross profit
margin percentage of 24% in 2005 to 35% in 2006, and for the three months ended
September 30, 2006 gross profit margins increased 16% going from 26% in 2005 to
42% in 2006. Both the nine month as three month gross margin amounts and margin
percentages are the result of the elimination of certain unprofitable clients,
and the inclusion of the higher margin staffing and payroll administration
services in 2006. The Company continues to expand its operations with a focus on
providing quality services with higher profitability.
10
OPERATING EXPENSES
Operating expenses consist of general, selling and administrative costs, stock
based compensation and depreciation and amortization. Operating expenses for the
nine months ended September 30, decreased by $26,070 from $1,197,651 in 2005 to
$1,171,581 in 2006, and for the three months ended September 30, 2006 decreased
by $45,378 going from$480,563 in 2005 to $435,185 in 2006. General and
administrative expenses for the nine months ended September 30, 2006 increased
by $42,219 from $1,023,892 in 2005 to $1,066,111 in 2006, and for the three
months ended September 30, 2006 increased by $25,235 going from $371,496 in 2005
to $396,731 in 2006 due to increased costs associated with the staffing and
payroll administration services, partially offset by the continuation of the
Company's overall cost containment program. Stock based compensation decreased
by $82,300 for the nine months, and $56,500 for the three months ended September
30, 2006 primarily due to a greater number of options or shares issued in 2005
at higher stock values associated with the issuance of these securities.
Depreciation and amortization for the nine months ended September 30, 2006
increased by $15,411, and $29,387 for the three months ended September 30, 2006.
The increases in the Company's depreciation and amortization expense are
primarily associated with the write down of certain assets in 2006.
NET LOSS
The net loss for the nine months ended September 30, 2006 decreased by $76,536,
from a loss of $740,053 in 2005 to $663,517 in 2006, as compared to a decrease
of $135,224 for the three months ended September 30, 2006 from a loss of
$340,270 in 2005 to $205,046 in 2006.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2006, the Company had cash and cash equivalents totaling
$203,441 compared to $165,482 at September 30, 2005. Net cash provided by
operating activities during the nine months ended September 30, 2006 was
$124,713 as compared with $60,467 in 2005 or an increase in net cash of $64,246
primarily attributed to increases in payroll tax liabilities and receivable
collections, offset by decreases in accounts payable, health benefit
liabilities, deposits and other current assets.
Net cash used in investing activities through September 30, 2006 was zero as
compared to outflows of $3,171 in 2005, primarily attributed to the purchase of
equipment.
Net cash used by financing activities in 2006 was $9,884 as compared to $18,673
in 2005, or a decrease of $8,789. The decrease from 2005 to 2006 was primarily
due to repayments on long-term debt.
11
The Company's capital requirements are dependent on several factors, including
marketing, acquisitions, and professional fees and consulting expenses. At
September 30, 2006, the Company had cash and cash equivalents totaling $203,441
as compared to $165,482 at September 30, 2005. The September 30, 2006 working
capital shortfall of current assets in excess of current liabilities was
$3,814,570 primarily due to health benefit and payroll liabilities aggregating
in excess of $3,982,594. Although the Company's working capital is currently in
a shortfall position, we believe that our current cash and cash equivalents
along with cash to be generated by existing and new business operations in 2007
and beyond will be sufficient to meet our anticipated cash needs for working
capital and capital expenditures for the next fiscal year.
If cash generated from operations is insufficient to satisfy the Company's
liquidity requirements, management may seek to restructure the liabilities of
the Company and/or sell additional equity, debt securities and/or obtain a
credit facility. The sale of additional equity or debt securities could result
in additional ownership dilution to our stockholders. The incurrence of
indebtedness would result in an increase in our fixed obligations and could
result in borrowing covenants that would restrict our operations. There can be
no assurance that financing will be available in amounts or on terms acceptable
to us, if at all. If financing is not available when required or is not
available on acceptable terms, we may be unable to develop or enhance our
products or services. In addition, we may be unable to take advantage of
business opportunities or respond to competitive pressures. Any of these events
could have a material and adverse effect on our business, results of operations
and financial condition.
RISK AND UNCERTAINTY
AAMPRO's business is subject to the effects of general economic conditions and
in particular competition and government regulation.
Other risks and uncertainties for the Company include, but are not limited to: -
Adverse changes in general economic conditions in any of the areas in which we
do business.
- - We might not be able to fund its working capital needs from cash
flow or we may not be able to raise capital
- - Increased competition
- - Litigation
We may experience material fluctuations in future revenues and operating results
on a quarterly or annual basis resulting from a number of factors, including but
not limited to the risks discussed above.
The preceding statements under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" which are not historical facts
are forward-looking statements. These forward-looking statements involve risks
and uncertainties that could render them materially different, including, but
not limited to, the risk that new products and product upgrades may not be
available on a timely basis, the risk that such products and upgrades may not
achieve market acceptance, the risk that competitors will develop similar
products and reach the market first, and the risk that we would not be able to
fund its working capital needs from cash flow.
12
CRITICAL ACCOUNTING POLICIES
Revenue Recognition and Returns
- -------------------------------
Revenue is recognized as services are provided. The Company's revenues consist
of administrative fees paid by its clients under certain agreements, which are
based upon each worksite employee's gross pay and a markup, computed as a
percentage of the gross pay. Billing to the Company's clients is based on the
average annual cost for services spread in equal payments over the clients'
annual billing cycle. Billings do not reflect actual expenses incurred due to
the front-loading and subsequent phase-out of expenses and taxes. As a direct
result of this averaging, net income is decreased during the first half of the
year and subsequently increases during the second half of the year. Furthermore,
gross revenues generally increase in the fourth quarter primarily due to salary
increases and bonuses that client companies award their employees during this
period.
Revenues for services provided under staffing contracts are recognized as
services are provided by the temporary, contract or leased employees. Revenue
from direct placements or "fixed fee contracts" is recognized at the time the
candidate begins the first full day after the completion of a 30-day contingency
period. Revenue from permanent placements, which are also considered fixed fee
contracts, is recognized at the time the candidate begins the first full day
after the completion of a required amount of temporary hours as stipulated in
the Temp to Perm contract.
Revenues for payroll processing services are recognized when the service is
performed based on a fixed fee-processing period.
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Item 3: Controls and Procedures
Under the supervision and with the participation of our management, including
our principal executive officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-14(c)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within 90 days of the filing date of this report. In designing and
evaluating the Company's disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving their objectives
and management necessarily applied its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Based on this evaluation, the
Company's chief executive officer concluded that as of September 30, 2006, the
Company's disclosure controls and procedures were (1) designed to ensure that
material information relating to the Company, including its consolidated
subsidiaries, is made known to the Company's chief executive officer by others
within those entities, particularly during the period in which this report was
being prepared and (2) effective, in that they provide reasonable assurance that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms.
Limitations on the Effectiveness of Internal Controls
Management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material errors. An internal control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations on all internal control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. The design of any
system of internal control is also based in part upon certain assumptions about
the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future
conditions. Over time, controls may become inadequate because of changes in
circumstances, and/or the degree of compliance with the policies and procedures
may deteriorate. Because of the inherent limitations in a cost effective
internal control system, financial reporting misstatements due to error or fraud
may occur and not be detected on a timely basis.
There have been no significant changes (including corrective actions with regard
to significant deficiencies or material weaknesses) in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of the evaluation referenced in the above paragraph.
PART II
Item 1. Legal Proceedings
In August 2003, Corporate and Shareholder Solutions, Inc. (CSS) and its major
shareholder filed a suit against the Company, Professional Employer Services,
Inc. d/b/a AAMPRO, Inc. and an officer of the Company in the Superior Court of
New Jersey, Chancery Division, Hunterdon Country alleging, three causes of
action each related to the reverse acquisition transaction between the Company
and AAMPRO, Inc., inter alia, (a) seeking a rescission of the majority
shareholder of CSS as a director and officer of the Company, rescinding the
appointment of an officer of the Company as President and Chief Executive
Officer, ordering return of the shares issued to the Company, and reestablishing
the majority shareholder of CSS, as President CEO and director of the Company,
(b) seeking damages in the amount of $85,000, and (c) seeking punitive damages.
Management denied all allegations, and filed counterclaims in an amount in
excess of $5,000,000.
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In March 2005, there was a settlement reached in this action, which is subject
to formal approval by the Court and will not be effective until such approval is
received. The pending settlement will include the release of all claims by all
parties, the reverse of the prior acquisition transaction between the parties,
and the spin-off of all assets and liabilities of the AAMPRO Group, Inc. and its
related subsidiaries to its shareholder into multiple publicly traded entities.
The Court approved the settlement in August 2005, and the Company is proceeding
forward with the legal filings needed to implement the settlement.
In January 2006, subsequent to the execution of the settlement agreement and
Court approval, the U.S. Department of Justice seized the AAMPRO shares held by
the majority shareholder and officer of the Company (AAMPRO Shareholder) along
with other personal assets in connection with a judgment dating back to July
2003. The 2003 judgment involved a personal tax lien related to a prior employer
(not AAMPRO) of the current AAMPRO Shareholder dating back to December 1992. In
April 2006, the U.S. Department of Justice directly notified certain AAMPRO
shareholders about the judgment and seizure of the AAMPRO shares held by the
AAMPRO Shareholder, and solicited the Company's shareholders to generate
potential interest in purchasing the seized AAMPRO shares to settle the
judgment. The AAMPRO Shareholder is in the process of negotiating a settlement
of the judgment with the U.S. Department of Justice. The current seizure of the
AAMPRO shares held by the AAMPRO Shareholder as a means to settle the
outstanding judgment may make it difficult for the Company to fulfill the terms
of the above mentioned settlement agreement, and may require a restructuring of
the terms of the settlement.
Item 5: Other Information
None.
SIGNATURES
Pursuant to the requirements 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.
AAMPRO GROUP, INC.
(Registrant)
By /s/ Stephen Farkas
- ------------------------------
(Stephen Farkas, President, Chief Executive Officer, Principal Accounting
Officer and Director)
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