UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended October 31, 2006.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________ to _____________
Commission file number: 0-50046
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC.
----------------------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 88-0433489
------ ----------
(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)
5570A Kennedy Road Mississauga, Ontario, Canada
-----------------------------------------------
(Address of principal executive offices)
(905) 568-5220
Issuer's telephone number
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal quarter,
if changed since last report)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date 41,890,911 Shares of Common Stock (no
par value).
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
INDEX TO FORM 10-QSB
October 31, 2006
Page
Number
------
Part I -Financial Information
Item 1. Financial Statements:
Interim Consolidated Balance Sheets - October 31, 2006
(Unaudited) and January 31, 2006 (Audited) ..................................1-2
Interim Consolidated Statement of Income and Retained
Earnings for the Three and Nine Month Periods Ended October 31,
2005 and 2006 (Unaudited) .....................................................3
Interim Consolidated Statements of Cash Flows for the
Nine Month Periods Ended October 31, 2005 and 2006 (Unaudited) ................4
Notes to the Interim Consolidated Financial Statements .....................5-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceeding
Item 6. Exhibits and Reports on Form 8-K
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC.
FINANCIAL STATEMENTS:
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2006
(unaudited)
(expressed in U.S. dollars)
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2006
(unaudited)
(expressed in U.S. dollars)
INDEX PAGE
Consolidated Balance Sheets 1 - 2
Consolidated Statements of Income and Deficit 3
Consolidated Statements of Cash Flows 4
Notes to the Consolidated Financial Statements 5 - 11
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC. Page 1
INTERIM CONSOLIDATED BALANCE SHEETS
AS AT OCTOBER 31, 2006
(unaudited)
(expressed in U.S. dollars)
===============================================================================================
Oct 31, 2006 Jan 31, 2006
(unaudited) (audited)
$ $
===============================================================================================
ASSETS
CURRENT
Cash 26,406 126,727
Accounts receivable 286,038 74,773
Research and development tax credit receivable (Note 11) 66,434 --
Inventories (Note 3) 353,099 452,055
Advances to shareholders (Note 4) -- 50,922
Prepaid expenses 238,882 104,980
----------- -----------
TOTAL CURRENT ASSETS 970,859 809,457
DEPOSITS ON EQUIPMENT AND PATENTS 88,917 231,867
EQUIPMENT AND PATENTS (Note 5) 671,180 498,917
FUTURE INCOME TAXES (Note 6) 255,057 --
DEFERRED COSTS (Note 9(b)) 222,598 --
----------- -----------
2,208,611 1,540,241
=========== ===========
APPROVED ON BEHALF OF THE BOARD:
, Director
- --------------------------------
, Director
- --------------------------------
The accompanying notes are an integral part of these financial statements.
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC. Page 2
INTERIM CONSOLIDATED BALANCE SHEETS
AS AT OCTOBER 31, 2006
(unaudited)
(expressed in U.S. dollars)
===============================================================================================
Oct 31, 2006 Jan 31, 2006
(unaudited) (audited)
$ $
===============================================================================================
LIABILITIES
CURRENT
Accounts payable and accrued liabilities 1,504,611 829,769
Current portion of capital lease obligation (Note 7) 56,513 52,419
Promissory note payable (Note 8) 141,580 --
----------- -----------
TOTAL CURRENT LIABILITIES 1,702,704 882,188
ADVANCES FROM SHAREHOLDERS (Note 4) 141,262 --
CAPITAL LEASE OBLIGATION (Note 7) 15,597 56,787
FUTURE INCOME TAXES (Note 6) -- 12,836
----------- -----------
1,859,563 951,811
----------- -----------
SHAREHOLDERS' EQUITY
CAPITAL STOCK (Note 9)
Common stock, $0.001 par value, 175,000,000 shares
authorized and 42,065,991 shares issued and
outstanding
Preferred stock, $0.001 par value, 25,000,000 shares
authorized and none issued and outstanding 42,066 461,901
ADDITIONAL PAID-IN CAPITAL (Note 9) 729,098 --
ACCUMULATED COMPREHENSIVE INCOME (Note 9) 48,148 43,547
(DEFICIT) RETAINED EARNINGS (Note 9) (470,264) 82,982
----------- -----------
349,048 588,430
----------- -----------
2,208,611 1,540,241
=========== ===========
The accompanying notes are an integral part of these financial statements.
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC. Page 3
INTERIM CONSOLIDATED STATEMENTS OF INCOME AND DEFICIT
(unaudited)
(expressed in U.S. dollars)
Three Months Ended Nine Months Ended
October 31, October 31,
===========================================================================================================
2006 2005 2006 2005
$ $ $ $
----------- ----------- ----------- -----------
===========================================================================================================
SALES 1,688,891 2,076,747 4,704,503 4,913,682
----------- ----------- ----------- -----------
COST OF SALES
Inventories, beginning of period 437,701 446,754 452,055 616,157
Purchases 1,314,877 1,772,676 3,736,355 3,820,646
----------- ----------- ----------- -----------
1,752,578 2,219,430 4,188,410 4,436,803
Less: Inventories, end of period 353,099 570,268 353,099 570,268
----------- ----------- ----------- -----------
1,399,479 1,649,162 3,835,311 3,866,535
----------- ----------- ----------- -----------
GROSS MARGIN 289,412 427,585 869,192 1,047,147
----------- ----------- ----------- -----------
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES (Schedule) 478,703 428,529 1,688,822 879,317
----------- ----------- ----------- -----------
(Loss) income before income taxes (189,291) (944) (819,630) 167,830
Income taxes - future (Note 6) (74,373) (3,284) (266,384) 38,078
----------- ----------- ----------- -----------
NET (LOSS) INCOME FOR THE PERIOD (114,918) 2,340 (553,246) 129,752
(DEFICIT) RETAINED EARNINGS,
beginning of period (Note 9) (355,346) 115,212 82,982 (12,200)
----------- ----------- ----------- -----------
(DEFICIT) RETAINED EARNINGS,
end of period (Note 9) (470,264) 117,552 (470,264) 117,552
=========== =========== =========== ===========
(LOSS) EARNINGS PER SHARE
Basic 0.00 0.00 (0.01) 0.00
Diluted 0.00 0.00 (0.01) 0.00
Weighted average number of
common shares 41,933,926 28,289,000 39,869,780 28,289,000
The accompanying notes are an integral part of these financial statements.
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC. Page 4
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED OCTOBER 31
(unaudited)
(expressed in U.S. dollars)
=======================================================================================
2006 2005
$ $
=======================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income for the period (553,246) 129,752
Adjustments for:
Amortization 68,115 52,502
Shares issued for services provided 91,698 --
Future income taxes (266,384) 38,078
----------- -----------
(659,817) 220,332
----------- -----------
Changes in non-cash working capital:
(Increase) in accounts receivable (209,015) (73,958)
(Increase) in research and development tax
credits receivable (66,434) --
Decrease in inventories 104,760 74,806
(Increase) in prepaid expenses (131,665) (29,011)
Increase (decrease) in accounts payable and
accrued liabilities 659,337 (2,991)
----------- -----------
356,983 (31,154)
----------- -----------
Cash flows from operating activities (302,834) 189,178
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in capital lease obligation (38,422) 114,302
Increase in promissory note payable 141,580 --
Increase (decrease) in advances from shareholders 140,461 (4,102)
----------- -----------
Cash flows from financing activities 243,619 110,200
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in advances to shareholders 51,350 --
Purchase of equipment and patents (232,359) (161,515)
Deposits on equipment and patents 145,404 (34,368)
(Increase) in promissory note receivable -- (30,990)
----------- -----------
Cash flows from investing activities (35,605) (226,873)
----------- -----------
EFFECT OF CUMULATIVE CURRENCY
TRANSLATION ADJUSTMENTS (5,501) (17,394)
----------- -----------
(Decrease) increase in cash (100,321) 55,111
Cash, beginning of period 126,727 41,885
----------- -----------
Cash, end of period 26,406 96,996
=========== ===========
SUPPLEMENTAL INFORMATION:
Interest paid 17,874 10,687
Income taxes paid -- --
Equipment acquired by capital lease -- 161,019
The accompanying notes are an integral part of these financial statements.
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC. Page 5
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2006
(unaudited)
(expressed in U.S. dollars)
================================================================================
1. DESCRIPTION OF THE BUSINESS
KMA Global Solutions International, Inc. ("KMA International" or the
"Company") is a holding company engaged, through its operating subsidiary
KMA Global Solutions, Inc. ("KMA (Canada)") in the supply of Electronic
Article Surveillance ("EAS") solutions, focusing on providing customized
solutions in the apparel, multi media, sporting goods, food and
pharmaceutical industries.
2. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of the
Company have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and the requirements of item 310 (b) of Regulation S-B.
Accordingly, certain information and disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted pursuant to the rules and regulations of the Securities and
Exchange Commission. The consolidated financial statements reflect all
adjustments (consisting only of normal recurring adjustments), which, in
the opinion of management, are necessary for a fair presentation of the
results for the periods presented. There have been no significant changes
of accounting policy since January 31, 2006. The results from operations
for the period are not indicative of the results expected for the full
fiscal year or any future period.
3. INVENTORIES
October 31, January 31,
2006 2006
--------- ---------
$ $
Finished goods 167,125 206,654
Raw materials 185,974 245,401
--------- ---------
353,099 452,055
========= =========
4. ADVANCES TO (FROM) SHAREHOLDERS
Advances to (from) shareholders are non-interest bearing, are unsecured
and have no fixed terms of repayment. The shareholder who advanced funds
to the Company has indicated that he will not request repayment within
twelve months.
Continued...
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC. Page 6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2006
(unaudited)
(expressed in U.S. dollars)
================================================================================
5. EQUIPMENT AND PATENTS
October 31,
Accumulated 2006
Cost Amortization Net
----------- ----------- -----------
$ $ $
Equipment 909,101 463,762 445,339
Equipment under capital lease 169,349 26,813 142,536
Patents 83,208 18,607 64,601
Computer equipment 38,125 22,388 15,737
Office furniture 4,947 1,980 2,967
----------- ----------- -----------
1,204,730 533,550 671,180
=========== =========== ===========
January 31,
Accumulated 2006
Cost Amortization Net
----------- ----------- -----------
$ $ $
Equipment 684,211 414,623 269,588
Equipment under capital lease 166,985 13,916 153,069
Patents 79,303 14,676 64,627
Computer equipment 22,779 12,375 10,404
Office furniture 4,214 2,985 1,229
----------- ----------- -----------
957,492 458,575 498,917
=========== =========== ===========
6. INCOME TAXES
The reconciliation of the income tax provision calculated using the
combined Canadian federal and provincial statutory income tax rate with
the income tax provision in the consolidated financial statements is as
follows:
October 31, October 31,
2006 2005
----------- -----------
$ $
Income tax provision at combined Canadian federal and
provincial statutory rate of 36.12% (2005-18.62%) (296,050) 31,250
Increase due to:
Change in effective tax rate 24,543 --
Other 5,123 6,828
----------- -----------
(266,384) 38,078
=========== ===========
Continued...
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC. Page 7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2006
(unaudited)
(expressed in U.S. dollars)
================================================================================
6. INCOME TAXES (Continued)
Significant components of the Company's future income tax assets and
liabilities are as follows:
October 31, January 31,
2006 2006
----------- -----------
$ $
Future income tax assets:
Losses carried forward 330,953 19,908
Future income tax liabilities:
Equipment and patents (75,896) (32,744)
----------- -----------
Future tax asset (liability) 255,057 (12,836)
=========== ===========
7. OBLIGATIONS UNDER CAPITAL LEASE
The Company has entered into a leasing agreement for equipment dated March
15, 2005. The lease bears an effective rate of interest of 13.8% per
annum, requires monthly payments of $5,247 and is secured by the
equipment.
The following is a summary of future minimum lease payments under this
capital lease expiring February 15, 2008, together with the present
balance of the obligations:
2006
---------
$
Periods ending: October 31, 2007 56,513
October 31, 2008 15,597
---------
72,110
========
8. PROMISSORY NOTE
The promissory note bears interest at 5% per month, is secured by a first
priority security interest in any and all of the Company's receivables,
has no fixed terms of repayment and is due on demand. Subsequent to
October 31, 2006 the promissory note was repaid in full.
Continued...
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC. Page 8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2006
(unaudited)
(expressed in U.S. dollars)
================================================================================
9. SHAREHOLDERS' EQUITY
Continuity of Shareholders' Equity - KMA Global Solutions, Inc. ("KMA
(Canada)") prior to reverse merger
Additional
Common Par Paid-in Comp. Accumulated
Shares Value Capital Income Earnings
------------ ------------ ------------ ------------ ------------
$ $ $ $ $
January 31, 2006 32,136,800 -- 461,901 43,547 82,982
Issuance of shares for
consulting services 408,000 -- 52,173 -- --
Issuance of shares for
finder's fee 1,700,000 -- 217,391 -- --
------------ ------------ ------------ ------------ ------------
March 15, 2006 34,244,800 -- 731,465 43,547 82,982
------------ ------------ ------------ ------------ ------------
Continuity of Shareholders' Equity - KMA International
Additional
Common Par Paid-in Comp. Accumulated
Shares Value Capital Income Earnings
------------ ------------ ------------ ------------ ------------
$ $ $ $ $
January 31, 2006 4,920,250 4,920 166,421 -- (171,341)
Retired to treasury (4,225,427) (4,225) 4,225 -- --
17:1 share split 11,117,168 11,117 (11,117) -- --
Issuance of shares in
reverse merger 34,244,800 34,245 525,878 43,547 82,982
Accumulated deficit
acquired in reverse
merger -- -- -- -- 171,341
Retirement of shares (5,344,800) (5,345) 5,345 -- --
Issuance of replace-
ment shares 1,179,000 1,179 (1,179) -- --
Currency translation
adjustment -- -- -- 4,601 --
Issuance of shares
for investor
relations services 25,000 25 11,025 -- --
Issuance of shares
for consulting
services 150,000 150 28,500 -- --
Net loss -- -- -- -- (553,246)
------------ ------------ ------------ ------------ ------------
October 31, 2006 42,065,991 42,066 729,098 48,148 (470,264)
============ ============ ============ ============ ============
Continued...
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC. Page 9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2006
(unaudited)
(expressed in U.S. dollars)
================================================================================
9. SHAREHOLDERS' EQUITY (Continued)
During the period ended October 31, 2006, the following transactions
occurred:
(a) On February 15, 2006, KMA (Canada) issued 120,000 common shares
(408,000 post split reorganization common shares) with a deemed
value of Cdn $0.50 per share in exchange for services rendered by a
group of consultants of KMA (Canada).
(b) On February 28, 2006, KMA (Canada) issued 500,000 common shares
(1,700,000 post split reorganization common shares) with a deemed
value of Cdn $0.50 per share as an advance on finders fees in
relation to a planned equity financing. The advance has been
reflected as a deferred cost until such time as the planned equity
financing is completed.
(c) On March 1, 2006, pursuant to a resolution of the Board of
Directors, the issued and outstanding common shares of KMA (Canada)
were subject to a reverse stock split at a ratio of five (5) shares
to one (1), reducing the number of shares outstanding from
10,072,000 to 2,014,400 (34,244,800 post split reorganization common
shares).
(d) KMA (Canada) and KMA International, a corporation organized under
the laws of the State of Nevada, entered into an acquisition
agreement dated March 15, 2006. Pursuant to the terms of the
agreement and upon the completion of satisfactory due diligence and
receipt of applicable regulatory and shareholder approvals, KMA
International acquired 100% of the outstanding shares of the capital
stock of KMA (Canada) in exchange for 34,244,800 post-split
reorganization common shares (34,244,800 post-split reorganization
shares being the aggregate of 28,900,000 owned by KMA LLC and
5,344,800 owned by KMA (Canada) shareholders). Pursuant to an
agreement between the KMA (Canada) shareholders and KMA
International, the shares in KMA International owned by the KMA
(Canada) shareholders were retired to treasury and cancelled and the
KMA (Canada) shareholders received 1,179,000 post split
reorganization shares.
KMA International is the surviving corporation as a result of a
merger transaction with Espo's, Ltd., a corporation formed under the
laws of the State of New York. The merger occurred March 15, 2006.
At the time of the merger transaction, Espo's, Ltd. was a non-SEC
reporting corporation. As a result of the merger and acquisition
transactions the former shareholders of Espo's, Ltd. hold 11,811,991
or 28.2% of the post split reorganization common shares of KMA
International. Pursuant to the merger agreement, the remaining
71,832,259 post split reorganization shares (4,225,427 pre split
reorganization shares), held by individuals that were former
shareholders of Espo's, were retired to treasury effective March 15,
2006 and cancelled on May 19, 2006.
Continued...
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC. Page 10
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2006
(unaudited)
(expressed in U.S. dollars)
================================================================================
9. SHAREHOLDERS' EQUITY (Continued)
The terms of the merger transaction and the acquisition agreement
provided that the mind and management of KMA International would be
replaced by the officers and directors of KMA (Canada) and having
had no significant business activity for a number of years, upon the
effective time of the acquisition, KMA International adopted the
business plan of KMA (Canada). The transaction was therefore
accounted for as a reverse acquisition with KMA (Canada) as the
acquiring party and KMA International as the acquired party, in
substance, a reorganization of KMA (Canada). Generally accepted
accounting principles in the United States of America require, among
other considerations, that a company whose stockholders retain a
majority interest in a business combination be treated as the
acquirer for accounting purposes. Accordingly, the results of
operations for the periods prior to the combination are those of KMA
(Canada).
(e) On June 16, 2006, KMA International issued 25,000 common shares with
a deemed value of Cdn $0.50 per share in exchange for investor
relation services provided by a consulting company for KMA
International.
(f) On October 20, 2006, KMA International issued 150,000 common shares
with a deemed value of USD $0.19 per share in exchange for
consulting services .
10. COMMITMENTS
a) The Company is committed to minimum annual rentals under a long-term
lease for premises which expires October 31, 2008. Minimum rental
commitments remaining under this lease approximate $205,324
including $102,662 due within one year and $102,662 due in 2008.
The Company is also responsible for common area costs.
b) The Company has entered into various vehicle leases and has
accounted for them as operating leases. Obligations due approximate
$91,623 including $59,113 within one year, $25,753 due in 2008 and
$6,757 due in 2009.
Continued...
LV1 417301v1A 07/25/06
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC. Page 11
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2006
(unaudited)
(expressed in U.S. dollars)
================================================================================
11. RESEARCH AND DEVELOPMENT COSTS
As at January 31, 2004 the Company had a research and development program
which was eligible for investment tax credits. The investment tax credits
earned are generally subject to audit by Canada Revenue Agency ("CRA")
before refund or reduction of income taxes payable is allowed. Due to the
technical nature of the development undertaken by the Company and CRA's
changing interpretation of qualifying activities, there is no certainty
that the projects claimed will qualify. During the period ended October
31, 2006, the CRA assessed a refund to be paid to the Company in the
amount of $66,434 plus interest. This receivable has been accrued at
October 31, 2006. The related tax liability of approximately $24,000 has
been accrued and applied against the future tax asset.
12. FINANCIAL INSTRUMENTS
Fair Value
Generally accepted accounting principles in the United States require that
the Company disclose information about the fair value of its financial
assets and liabilities. Fair value estimates are made at the balance sheet
date, based on relevant market information and information about the
financial instrument. These estimates are subjective in nature and involve
uncertainties in significant matters of judgment and therefore cannot be
determined with precision. Changes in assumptions could significantly
affect these estimates.
The carrying amounts for accounts receivable, research and development tax
credit receivable, accounts payable and accrued liabilities and promissory
note payable on the balance sheet approximate fair value because of the
limited term of these instruments.
Foreign Exchange Risk
Certain of the Company's sales and expenses are incurred in United States
currency and are therefore subject to gains and losses due to fluctuations
in that currency.
Credit Risk
The Company is exposed, in its normal course of business, to credit risk
from its customers. No one single party accounts for a significant balance
of accounts receivable.
Interest Rate Risk
The Company has interest-bearing borrowings for which general rate
fluctuations apply.
Continued...
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Unless otherwise indicated or the context otherwise requires, all
references to the "Company," "we," "us" or "our" and similar terms refer to KMA
Global Solutions International, Inc. and its subsidiaries.
The information contained in this report on Form 10-QSB and in other
public statements by the Company and Company officers or directors includes or
may contain certain "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of
historical facts included or incorporated by reference in this report,
including, without limitation, statements regarding our future financial
position, business strategy, budgets, projected revenues, projected costs and
plans and objective of management for future operations, are forward-looking
statements. Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend,"
"project," "estimate," "anticipate," or "believe" or the negative thereof or any
variation thereon or similar terminology.
Such forward-looking statements are made based on management's beliefs, as
well as assumptions made by, and information currently available to, management
pursuant to the "safe-harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to have been correct. Such statements are not guarantees
of future performance or events and are subject to known and unknown risks and
uncertainties that could cause the Company's actual results, events or financial
positions to differ materially from those included within the forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date made. All subsequent
written and oral forward-looking statements attributable to us, or persons
acting on our behalf, are expressly qualified in their entirety by these
cautionary statements. Except as required by law, we undertake no obligation to
disclose any revision to these forward-looking statements to reflect events or
circumstances after the date made, changes in internal estimates or
expectations, or the occurrence of unanticipated events.
Item 2. Management's Discussion and Analysis.
The following Management's Discussion and Analysis is intended to help the
reader understand our results of operations and financial condition.
Management's Discussion and Analysis is provided as a supplement to, and should
be read in conjunction with, our financial statements and the accompanying notes
thereto. The revenue and operating income (loss) amounts in this Management's
Discussion and Analysis are presented in accordance with United States generally
accepted accounting principles.
OVERVIEW
KMA Global Solutions International, Inc., through our operating
subsidiary, KMA Global Solutions Inc. ("KMA (Canada)"), a corporation formed in
April 1996 under the laws of the Province of Ontario, is an innovator and
internationally recognized leader in the Electronic Article Surveillance ("EAS")
market. We serve a diverse and geographically dispersed customer base consisting
predominantly of retailer suppliers, branded apparel, multimedia and
pharmaceutical companies and contract manufacturers, providing low cost and
customized solutions to protect against retail merchandise theft and drastically
reduce inventory "shrink." Shrink often represents up to 2% of a retailer's cost
base and, in aggregate, is a $40 billion problem worldwide. The Company has
developed a suite of proprietary EAS products to address the specific needs of a
changing marketplace, using patented processes to manufacture its tags at high
speeds and deliver its products on a just in time basis. Our EAS solutions are
designed to fit the needs of major suppliers to multinational retailers in the
apparel, multimedia, sporting goods, food and over-the-counter (OTC)
pharmaceutical industries.
The Company is engaged in the supply of EAS solutions (including the
Company's products, NEXTag(TM) and DUAL Tag(TM)), focusing on providing
customized solutions in the apparel, multi media, sporting goods, food and
pharmaceutical industries. We seek to grow by concentrating on executing its
strategy as a global operating company, while maintaining a continued focus on
providing customers with innovative products and solutions, outstanding service,
consistent quality, on-time delivery and competitively priced products. Together
with continuing investments in new product development, state-of-the-art
manufacturing equipment, and innovative sales and marketing initiatives,
management believes the Company is well-positioned to compete successfully as a
provider of EAS tagging solutions to the retail apparel, multimedia and
pharmaceutical industries, worldwide. The capital needed to fund our growth has
been generated to date through investment by the founding shareholders and
through reinvestment of profits and private placements of securities.
The Company was formed on March 9, 2006 under the laws of the State of
Nevada, and we are organized as a holding company structure, with KMA (Canada)
and KMA Global Solutions, LLC ("KMA LLC"), a Nevada limited liability company,
as our wholly-owned subsidiaries. On March 10, 2006, we entered into a merger
agreement with Espo's Ltd. ("Espo's"), a corporation incorporated under the laws
of the State of New York on September 7, 2001, in which the Company was the
surviving corporation. Pursuant to the merger, the Company issued 1,700,000
shares of its common stock to KMA LLC.
On March 15, 2006, we entered into an acquisition agreement with KMA
(Canada) whereby we purchased from the remaining shareholders of KMA (Canada) an
aggregate amount of 314,400 common shares in exchange for 1,179,000 common
shares of KMA International. Through these series of transactions, the Company
acquired, directly or indirectly, 100% of the issued and outstanding shares of
KMA (Canada).
The Company's expansion plan is substantially focused on transferring the
majority of existing manufacturing capacity from our Canadian operations
primarily to facilities in China, India and Mexico, as well as relocating our
headquarters from Ontario, Canada to North Carolina.
The use of EAS systems in the retail environment continues to generate
significant cost savings for retailers. Our management believes that the
extremely competitive retail environment, and the Company's low cost solutions
relative to other EAS suppliers, places us in a favorable position for the
future. The addition of new high speed high volume equipment is expected to
drive costs of production lower and may enable the Company to capture a larger
percent of the EAS market. With the completion of our acquisition of the newest
equipment, we expect to be able to open up production facilities in high-demand
locations, reducing operating and shipping costs. We anticipate increased demand
for our products in international as well as North American markets.
Management's ongoing strategy includes implementing process improvements to
reduce costs in all of our manufacturing facilities, re-deploying assets to
balance production capacity with customer demand, and seeking to expand our
production in new and emerging markets to minimize labor costs and maximize
operating performance efficiencies.
RESULTS OF OPERATIONS
The Company's results of operations for the fiscal three month and nine
month periods ended October 31, 2006 and 2005, in dollars and as a percent of
sales, are presented below:
Three months ended October 31, Nine months ended October 31,
---------------------------------------------------------------------------------------------------
2006 2005 2006 2005
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Sales 1,688,891 100% 2,076,747 100% 4,704,503 100% 4,913,682 100%
Cost of Sales 1,399,479 83% 1,649,162 79% 3,835,311 82% 3,866,535 79%
Gross Profit 289,412 17% 427,585 21% 869,192 18% 1,047,147 21%
Selling, General & 478,703 28% 428,529 21% 1,688,822 36% 879,317 18%
Administrative Expenses
Income Before Income Taxes (189,291) (11%) (944) 0% (819,630) (17%) 167,830 3%
Net Income (114,918) (7%) 2,340 0% (553,246) (12%) 129,752 3%
Sales
The Company's sales decreased $387,856 or 19%, and $209,179 or 4% for the
three and nine months ended October 31, 2006, respectively, compared to the
three and nine months ending October 31, 2005. Sales have been flat for the nine
months ended October 31, 2006 compared to the same period ended October 31,
2005. There has been a significant growth of the apparel EAS label market which
we believe will continue to grow in the next period. This growth, however, is
likely to be offset by lower demand in multimedia market products due to an
expected global decrease in sales of multimedia products.
We are positioned to move forward with larger programs that we anticipate
will deliver increased sales revenue. These programs have just started and we
anticipate increased sales in this category in the next fiscal quarter. With the
addition of new management, we expect to have greater ability to manage our
anticipated growth and implement our global strategy of cutting costs by placing
manufacturing facilities in the countries of demand.
Gross Profit
Gross profit was $289,412 or 17% of sales, and $869,192 or 18% of sales,
respectively, for the three and nine months ended October 31, 2006, compared
with $427,585 or 21%, and $1,047,147 or 21% of sales, respectively, for the
three and nine months ended October 31, 2005. The gross profit for the nine
months ended October 31, 2006 as compared to the previous year was lower,
primarily due to the differences in exchange rates and the launch of a new
product that had not yet achieved volume purchasing supply targets. Further,
there were higher waste and lower efficiency factors in the recently launched
product. Management's ongoing strategy to achieve and improve profits includes
implementing process and purchasing improvements to reduce costs in
manufacturing and transferring the majority of existing manufacturing capacity
from the Company's Canadian operations primarily to facilities in China and
India, in order to minimize labor, raw materials, freight and duty costs.
Selling, General and Administrative ( "SG&A") Expenses
SG&A expenses were $478,703 and $1,688,822 for the three and nine months
ended October 31, 2006, respectively, compared with $428,529 and $879,317 ,
respectively, for the three and nine months ended October 31, 2005. SG&A
expenses, expressed as a percent of sales, were 28% and 36% for the fiscal three
and nine months ended October 31, 2006, compared to 21% and 18% for the fiscal
three and nine months ended October 31, 2005. This increase in ratio of SG&A
expenses to sales is primarily due to increases in (i) the cost of director's
liability insurance and in professional fees, (ii) auditor costs and legal fees
in connection with the Company's March 2006 reverse merger transaction
(management does not expect such professional fees in reference to merger
transactions to reoccur), and (iii) wages and benefits. We have hired
experienced managers to assist in the implementation of our growth plan,
including: a Vice President of Sales with over 15 years of experience selling
EAS systems to major retailers in North America; a Vice President of Operations,
with over 30 years of operations experience, to lead our Global Operations
requirements; and a Vice President of Business Development with 25 years of
leadership experience running the leading provider of EAS systems in Canada.
Operating Income (Loss)
Operating loss before taxes was $189,291 and $819,630 for the three and
nine months ended October 31, 2006, respectively, compared with an operating
loss before taxes of $944 and operating income before taxes of $167,830 for the
three and nine months ended October 31, 2005. While there was no operating
income for the nine months ended October 31, 2006, the Company's operating
income was 3% of sales for the nine months ended October 31, 2005.
The Company is positioned to move forward with larger programs that it
anticipates will produce income and deliver increased revenue. Management has
recently implemented these programs and we expect increased sales in this
category in next quarter. With the addition of new management, the Company
expects to have the ability to manage its anticipated growth and implement a
global strategy of cost-cutting by placing manufacturing in the countries of
demand.
Taxes on Income
The Company experienced an operating loss in the three and nine months
ended October 31, 2006 and therefore recognized a future tax benefit of $74,373
and $266,384 for the three and nine months ended October 31, 2006. The future
tax benefit for the three months ending for October 31, 2005 was $3,284 and the
future tax provision for the same nine months ended in 2005 was $38,078, and was
calculated to take into account applicable losses carried forward and other
timing differences. The effective income tax rates of the future tax provisions
for the three and nine months ended October 31, 2006 were 39% and 33%. For the
same periods in 2005, the effective rates were 348% and 23% respectively. The
statutory income tax rate going forward for the Company, with all of its
operating activities taxed in Canada, is approximately 36% as a result of
applicable combined federal and provincial tax rates.
Liquidity and Capital Resources
The table below represents summary cash flow information for the nine months
ended October 31 indicated:
Nine Months ended October 31,
2006 2005
-----------------------------
Net cash from operating activities (302,834) 189,178
Net cash from investing activities (35,605) (226,873)
Net cash from financing activities 243,619 110,200
Effect of currency translation adjustments (5,501) (17,394)
Total change in cash and cash equivalents (100,321) 55,111
Overview. The Company had, for the nine months ended October 31, 2006,
current liabilities of $1,702,704 and current assets of $970,859. Management
believes that the Company will generate sufficient cash from its operating
activities for the foreseeable future, supplemented by an anticipated infusion
of capital, to fund its working capital needs, strengthen its balance sheet and
support its growth strategy of expanding its geographic distribution and product
offerings. The infusion of capital is expected to come from the sale of treasury
stock and/or newly issued shares of common stock to investors in the public
capital markets.
Operating Activities. Cash flow from operating activities for the nine
months ended October 31, 2006 resulted in a negative cash flow of $302,834, as
compared to the nine month period ended October 31, 2005 which saw a positive
cash flow of $189,178. In the nine months ended October 31, 2006, the net loss,
as adjusted for amortization, shares issued for services provided and future
income taxes, resulted in a negative cash flow of $659,817 and with changes in
non-cash working capital of $356,983 our cash flows from operating activities
decreased by $302,834. During the nine months ended October 31, 2005, the net
income, as adjusted for amortization and future income taxes, resulted in a
positive cash flow of $220,332, together with negative changes in non-cash
working capital of $31,154, resulted in a positive cash flow from operating
activities of $189,178. The variances in cash flow from operations between nine
months ended October 31, 2006 and October 31, 2005 are primarily the result of
changes in income/loss before taxes, accounts receivable, prepaid expense and
accounts payable. Accounts Receivable for the company increased $209,015 through
the nine months period ended October 31, 2006 as compared to an increase of
$73,958 for the nine months ended October 31, 2005. This difference is a result
of timing of sales. Accounts payable and accrued liabilities for the Company
decreased $2,991 through the nine months period ended October 31, 2005 as
compared to Accounts payable and accrued liabilities increased of $659,337 in
the nine months ended October 31, 2006. This increase in accounts payable and
accrued liabilities was primarily the result of certain one-time amounts
incurred in connection with the reverse merger transaction. Our prepaid expenses
increased by $29,011 for the nine months ended October 31, 2005 and we
experienced a $131,665 increase for the nine months ended October 31, 2006. The
difference between the years is primarily the result of incurring a prepaid
expense for directors liability insurance for the nine month's ending October
31, 2006.
Financing Activities. The Company's cash flow from financing activities
for the nine months ended October 31, 2006 amounted to $243,619, as a result of
an increase in advances from shareholders of $140,461, an increase in promissory
note payable of $141,580, and a decrease in its capital lease obligation of
$38,422. By comparison, in the nine months ended October 31, 2005 the Company
incurred an increase in its capital lease obligation of $114,302 and a decrease
in advances from shareholders of $4,102, resulting in a net cash flow from
financing activities of $110,200.
Investing Activities. In the nine months ended October 31, 2006 the
Company experienced a decrease in cash flow from investing activities of
$35,605. This was due to a decrease in advances to shareholders of $51,350, and
a increase in purchase of equipment and patents $232,359 offset by deposits on
equipment and patents of $145,404. By comparison in the nine months ended
October 31, 2005, the Company experienced a decrease in cash flow from investing
activities of $226,873, in large part due to deposits on equipment and patents
that amounted to $34,368 and the purchase of equipment and patents which
amounted to $161,515 and increase in promissory note receivable of $30,990.
Off-Balance Sheet Arrangements. The Company has no material transactions,
arrangements, obligations (including contingent obligations), or other
relationships with unconsolidated entities or other persons that have or are
reasonably likely to have a material current or future impact on its financial
condition, changes in financial condition, results of operations, liquidity,
capital expenditures, capital resources, or significant components of revenues
or expenses.
Market Risk. In the normal course of its business, the Company is exposed
to foreign currency exchange rate and interest rate risks that could impact its
results of operations.
We sell our products worldwide, and a substantial portion of our net
sales, cost of sales and operating expenses are denominated in foreign
currencies. This exposes the Company to risks associated with changes in foreign
currency exchange rates that can adversely impact revenues, net income and cash
flow. In addition, the Company is potentially subject to concentrations of
credit risk, principally in accounts receivable. The Company performs ongoing
credit evaluations of its customers and generally does not require collateral.
Our major customers are retailers, branded apparel companies and contract
manufacturers that have historically paid their balances with the Company.
There were no significant changes in the Company's exposure to market risk
in the past three years.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management has identified the following policies and estimates as critical
to the Company's business operations and the understanding of the Company's
results of operations. Note that the preparation of this Form 10-QSB requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the Company's financial statements, and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from those
estimates, and the differences could be material.
Revenue Recognition
SAB No. 104 requires that four basic criteria be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has
occurred or services have been rendered; (3) the fee is fixed or determinable;
and (4) collectibility is reasonably assured. Should changes in conditions cause
management to determine that these criteria are not met for certain future
transactions, revenue recognized for a reporting period could be adversely
affected.
Sales Returns and Allowances
Management must make estimates of potential future product returns,
billing adjustments and allowances related to current period product revenues.
In establishing a provision for sales returns and allowances, management relies
principally on the Company's history of product return rates which is regularly
analyzed. Management also considers (1) current economic trends, (2) changes in
customer demand for the Company's products and (3) acceptance of the Company's
products in the marketplace when evaluating the adequacy of the Company's
provision for sales returns and allowances. Historically, the Company has not
experienced a significant change in its product return rates resulting from
these factors. For the nine months ended October 31, 2006 and 2005, the
provision for sales returns and allowances accounted for as a reduction to gross
sales was not material.
Allowance for Doubtful Accounts
Management makes judgments, based on its established aging policy,
historical experience and future expectations, as to the ability to collect the
Company's accounts receivable. An allowance for doubtful accounts has been
established. The allowance for doubtful accounts is used to reduce gross trade
receivables to their estimated net realizable value. When evaluating the
adequacy of the allowance for doubtful accounts, management analyzes
customer-specific allowances, amounts based upon an aging schedule, historical
bad debt experience, customer concentrations, customer creditworthiness and
current trends. The Company's accounts receivable at October 31, 2006 was
$286,038, net of an allowance of $0.
Inventories
Inventories are stated at the lower of cost or market value, and are
categorized as raw materials, work-in-process or finished goods. The value of
inventories determined using the first-in, first-out method at October 31, 2006
was $167,125 for finished goods and $185,974 for raw materials.
On an ongoing basis, we evaluate the composition of its inventories and
the adequacy of our allowance for slow-turning and obsolete products. The market
value of aged inventory is determined based on historical sales trends, current
market conditions, changes in customer demand, acceptance of the Company's
products, and current sales activities for this type of inventory.
Goodwill
The Company did not attribute any value to goodwill as at October 31,
2006.
Accounting for Income Taxes
As part of the process of preparing the consolidated financial statements,
management is required to estimate the income taxes in each jurisdiction in
which the Company operates. This process involves estimating the actual current
tax liabilities, together with assessing temporary differences resulting from
the different treatment of items for tax and accounting purposes. These
differences result in deferred tax assets and liabilities, which are included in
the consolidated balance sheet. Management must then assess the likelihood that
the deferred tax assets will be recovered and, to the extent that management
believes that recovery is not more than likely, the Company establishes a
valuation allowance. If a valuation allowance is established or increased during
any period, the Company records this amount as an expense within the tax
provision in the consolidated statement of income. Significant management
judgment is required in determining the Company's provision for income taxes,
deferred tax assets and liabilities, and any valuation allowance recognized
against net deferred tax assets. Valuation allowances are based on management's
estimates of the taxable income in the jurisdictions in which the Company
operates and the period over which the deferred tax assets will be recoverable.
Recently Issued Accounting Pronouncement
In November 2004, the Financial Accounting Standards Board issued SFAS No.
151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4." SFAS No. 151
amends the guidance in Accounting Research Bulletin ("ARB") No. 43, Chapter 4,
"Inventory Pricing" and requires that items such as idle facility expense,
freight, handling costs and wasted material (spoilage) be recognized as
current-period charges regardless of whether they meet the criterion of "so
abnormal" under Paragraph 5 of ARB No. 43, Chapter 4. In addition, SFAS No. 151
requires that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production facilities. The
provisions of SFAS No. 151 are effective for inventory costs incurred during
fiscal years beginning January 1, 2006. The Company believes that the adoption
of SFAS No. 151 will not have a material impact on the Company's results of
operations or financial condition.
Item 3. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management, including our Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the
end of the period covered by this report, and takes note that the filing with
the Securities and Exchange Commission of our first Form 10-QSB was delayed and
the second Form 10-QSB was filed on time.
Based upon its evaluation, management concluded that our disclosure
controls and procedures were inadequate and not fully effective. Management has
revised and enhanced our accounting review and scheduling procedures as well as
instituted new training and other support measures for its accounting personnel
to ensure that material information relating to periodic Exchange Act reports,
including information from our consolidated subsidiaries, will be made known to
them by the staff and officers of those entities, particularly during the
periods in which the preparation of our Quarterly Reports shall occur.
Changes in Internal Controls
With the exception of our revised accounting review and scheduling
procedures, which are intended to eliminate any delays in the filing of our
periodic financial reports, there have been no changes in our internal controls
over financial reporting or in other factors identified in connection with the
evaluation that occurred during our last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting. Accordingly, the only corrective actions required or
undertaken were for new and enhanced procedures for the review and filing of our
periodic financial reports.
PART II
OTHER INFORMATION
Item 6. Exhibits.
The following exhibits are included herein:
Exhibit No. Exhibit
- ----------- -------
31.1 Certification of Chief Executive Officer and Chief Financial
Officer of the Company required by Rule 13a-14(a) under the
Securities Exchange Act of 1934, as amended.
32.1 Certification of Chief Executive Officer and Chief Financial
Officer of the Company required by Rule 13a-14(b) under the
Securities Exchange Act of 1934, as amended.
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 on
its behalf by the undersigned, thereunto duly authorized.
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC.
Date: December 15, 2006 /s/ Jeffrey D. Reid
-----------------------
Jeffrey D. Reid
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
31.1 Certification of Chief Executive Officer and Chief Financial Officer
of the Company required by Rule 13a-14(a) under the Securities
Exchange Act of 1934, as amended.
32.1 Certification of Chief Executive Officer and Chief Financial Officer
of the Company required by Rule 13a-14(b) under the Securities
Exchange Act of 1934, as amended.