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 QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM_____ TO____.
COMMISSION FILE NUMBER 0-49824
INAMCO INTERNATIONAL, CORP.
(Exact name of small business issuer as specified in its charter)
DELAWARE 72-1359595
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
801 Montrose Ave., South Plainfield, NJ 07080
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
(908) 754-4880
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark 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 the number of shares outstanding of each of issuer's classes of
common stock, as of the latest practicable date.
COMMON STOCK, $0.00001
PAR VALUE 4,994,633 SHARES
---------------------------------- ----------------------------------
Class Outstanding as of November 19, 2003
INAMCO INTERNATIONAL, CORP.
(A Development Stage Company)
INDEX
PAGE
NO.
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Condensed Balance Sheets--As of September 30, 2003 and December 31, 2002 3
Condensed Statements of Operations--Three and Nine Month Ended September 30, 2003 4
and 2002
Condensed Statements of Cash Flows--Nine Month Ended September 30, 2003 and 2002 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of 8
Operations
Item 3. Controls and Procedures 10
PART II. OTHER INFORMATION
Item 4. Exhibits and Reports on Form 8-K 11
Signatures 11
Exhibit 31 12
Exhibit 32 13
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Inamco International, Corp.
(A Development Stage Company)
Condensed Balance Sheets
September 30, December 31,
2003 2002
------------- ------------
(unaudited) (Note)
ASSETS
Current assets:
Cash ................................................. $ 92 $ 927
------------- ------------
Total Current Assets ................................ 92 927
Other Assets ......................................... $ 213 $ 213
------------- ------------
Total Assets ........................................... $ 305 $ 1,140
============= ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable and accrued expenses ................ $ 10,189 $ 5,615
------------- ------------
Total Current liabilities ........................... 10.189 5,615
Due to Officers/Shareholders ......................... 20,123 8,069
------------- ------------
Total Liabilities ................................... 30,312 13,684
Stockholders' Deficiency:
Common stock, $0.00001 par value;
Authorized: 50,000,000 shares
Issued and Outstanding: 27,600,000 shares ............ 276 276
Additional paid-in capital ........................... 22,804 22,804
Deficit Accumulated in the Development Stage ......... (53,087) (35,624)
------------- ------------
Total Stockholders' Deficiency ......................... (30,007) (12,544)
------------- ------------
Total liabilities and stockholders' equity ............. $ 305 $ 1,140
============= ============
Note: These balance sheets have been derived from unaudited financial
statements and do not include all of the information and footnotes
required by accounting principles generally accepted in the Unites
States for complete financial statements.
See accompanying notes to condensed financial statements.
3
Inamco International, Corp.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
Three months ended
September 30,
------------------------------
2003 2002
------------ ------------
Revenues
Total revenues ......................................... $ - $ -
Cost and Expenses
Bank Charges and Miscellaneous ........................... 44 39
Professional and Consulting Fees ......................... 7,987 -
------------ ------------
Total operating expenses ............................... 8,031 39
Net Loss ............................................... $ (8,031) $ (39)
============ ============
Net (loss) per share ..................................... $ (0.00) $ (0.00)
============ ============
Weighted Average Number of Shares Outstanding ............ 27,600,000 27,600,000
============ ============
Nine months ended
September 30,
------------------------------
2003 2002
------------ ------------
Revenues
Total revenues ........................................ $ - $ -
Cost and Expenses
Bank Charges and Miscellaneous .......................... 134 539
Professional and Consulting Fees ........................ 17,329 -
------------ ------------
Total operating expenses .............................. 17,463 539
Net Loss .............................................. $ (17,463) $ (539)
============ ============
Net (loss) per share .................................... $ (0.00) $ (0.00)
============ ============
Weighted Average Number of Shares Outstanding ........... 27,600,000 27,600,000
============ ============
See accompanying notes to condensed financial statements.
4
Inamco International, Corp.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
Inception (January 17
1993) to September 30,
---------------------
2003
---------------------
Revenues
Total revenues ............................... $ -
Cost and Expenses
Bank Charges and Miscellaneous ................. 307
Professional and Consulting Fees ............... 52,779
----------------------
Total operating expenses ...................... 53,086
Net Loss ......................................$ (53,806)
======================
Net (loss) per share ...........................$ (0.00)
======================
Weighted Average Number of Shares Outstanding 14,932,480
======================
Condensed Cash Flow Statements (Unaudited)
Nine months ended September 30,
-------------------------------
2003 2002
------------- ------------
Cash Flows from Operating Activities
Net income (loss) ......................................... $ (17,463) $ (539)
Adjustments to reconcile net loss to net cash used
in operating activities: .................................. - -
Change in accrued expenses .............................. 4,574 (1,668)
------------- ------------
Net cash used for operating activities .................... (12,889) (2,192)
Cash Flows from Investing Activities
Change in other assets .................................. - -
Net cash used for investing activities .................... - -
Cash Flows from Financing Activities
Loans from officer/shareholder, net of repayments ....... 12,054 2,168
Restricted common stock issued in payment of
expenses ................................................ -- -
------------- ------------
Net cash provided by financing activities ................. 12,054 2,168
NET INCREASE (DECREASE) IN CASH ........................... (835) (24)
Cash at beginning of period ............................... 927 38
------------- ------------
Cash at end of period ..................................... $ 92 $ 14
============= ============
See accompanying notes to condensed financial statements.
5
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
1. Basis of Presentation
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments necessary for a fair statement of (a) results of
operations for the nine and three month periods ended September 30, 2003 and
2002 (b) the financial position at September 30, 2003, and (c) the statements of
cash flows for the nine month period ended September 30, 2003 and 2002 have been
made. The results of operations for the nine and three months ended September
30, 2003 are not necessarily indicative of the results to be expected for the
full year.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they do not include all the information and footnotes
required by generally accepted accounting principles for financial statements.
For further information, refer to the audited financial statements and notes
thereto for the year ended December 31, 2002 included in the Company's Form
10-KSB filed with the Securities and Exchange Commission on April 15, 2003.
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect amounts reported in the condensed
financial statements and related footnotes. Changes in the estimates may affect
amounts reported in future periods.
The company is in the development stage as defined I Financial Accounting
Standards Board Statement NO. 7. It has not commenced full scale operations and
has insignificant assets. The financial statements have been presented on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has no
significant assets, no revenues and has had losses since inception. The Company
can only become a viable going concern if it obtains additional capital and
acquires a viable operating company.
2. Net Loss Per Share
In accordance with SFAS No. 128, Earnings Per Share basic and diluted net
loss per share are computed by dividing the net loss for the period by the
weighted average number of common shares outstanding during the period.
3. Comprehensive Loss
Comprehensive loss for all periods presented is the same as net loss.
4. Deferred Stock Compensation
For the nine months ended September 30, 2003 and 2002, in connection with
advisory and consultation to second party firms, the Company recorded no
deferred stock compensation.
5. Non-cash Preferred Stock Charge
For the nine months ended September 30, 2003 and 2002, the Company recorded
no sale of any forms of Preferred Stock.
6. Capital Purchase of Common Stock by a Privately Held Business
On October 26, 1999, the Company, which was previously known as Omni
Assets, Inc. (a "non-operating" public shell), sold 22,273,890 of its common
shares of stock to Inamco International Corp. (a privately held corporation).
The acquisition was deemed to be a capital purchase, by privately held
corporations, of the majority amount of common shares owned by Omni Assets, Inc.
6
In January 2000,Omni then purchased the name of "Inamco International Corp." ,
and in February 2000, the Company changed it name from "Omni Assets, Inc." to
"Inamco International Corp.". The listing symbol was changed from "OMNA" to
"IICO". The Company subsequently performed a 1-for-1000 reverse split of its
common share of stock, effective October 2, 2003, thus causing its listing
symbol to change from "IICO" to "IICC". As of September 30, 2003 however, the
total number of shares outstanding equaled Twenty Seven Million Six Hundred
Thousand (27,600,000).
The following table provides information pertaining to owners of more than
five percent of any class of the Company's common stock as of September 30,
2003.
- -------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
Title of Class Name and Address Amount and Nature Percentage of
of Beneficial Owner of Beneficial Owner Ownership
- -------------------------------------------------------------------------------------------------------------
Common A Inamco Services Corp.* 12,947,487 46.91%
801 Montrose Ave.
South Plainfield, NJ 07080
Common A Advanced Diagnostics Inc.* 7,976,393 28.89%
801 Montrose Ave.
South Plainfield, NJ 07080
Security ownership of management.
The following table provides information pertaining to shares beneficially
owned by all directors and nominees.
- -------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
Title of Class Name and Position Amount and Nature Percentage of
of Beneficial Owner of Beneficial Owner Ownership
- -------------------------------------------------------------------------------------------------------------
Common A Varges George* 21,923,880 79.43%
President/Secretary
Mr. Varges George is the sole shareholder of Inamco Services Corp., and
Advanced Diagnostics Inc., as described herein. Accordingly, Mr. George has
direct control of approximately 79.43% of Inamco International, Corp.'s
outstanding common shares of stock that is inclusive of 1,000,000 shares owned
directly in his name.
7. Follow-on Offering of Common Stock
For the nine months ended September 30, 2003 , the Company has not recorded
and/or performed any secondary or private offering sale of securities.
8. Contingencies
On October 29, 2003, the Company, its subsidiaries and Varges George, the
principal shareholder of the Company were sued by H. Neil Broder based on an
alleged breach of contract claim. Mr. Broder alleges that he provided legal
services to Mr. George to wit providing Mr. Broder with a check which had
insufficient funds. Mr. George has repaid the plaintiff the amount of the check
that was insufficient and is currently negotiating to settle the claim for
damages incurred.
7
The Company has recently received notice from a shareholder of the Company
that such shareholder alleges that the Company has filed false and misleading
documents with the SEC. Such shareholder claims that the Company had assets
pursuant to its merger with Omni Assets, Inc. in 1999. To date no lawsuit has
been commenced in this matter and the Company believes that these allegations
have no merit.
9. Subsequent Events
In June 2003, the Board approved and announced a 1-for-1000 reverse stock
split. The Record date for said split was September 1, 2003 and a holder of a
majority of the outstanding shares approved such split. As of the Record Date,
our authorized capitalization consisted of 50,000,000 shares of common stock,
par value $0.00001 per share (the "Common Stock"), of which 27,600,000 were
issued and outstanding. Pursuant to the reverse stock split, 1,000 shares of our
Common Stock were converted into one share of Common Stock and there were 27,600
shares issued and outstanding after the split. The effective date of the reverse
stock split was October 2, 2003.
The following table presents pro-forma weighted average outstanding shares
and loss per share as if the reverse split were effectuated before September 30,
2003
Inception
Jan 17, 1983 to Three Months Ended Nine Months Ended
Sept. 30,2003 Sept. 30, 2003 Sept. 30, 2002 Sept. 30, 2003 Sept. 30, 2002
------------- -------------- -------------- -------------- --------------
Net Loss ...................................... $ (53,086) $ (8,031) $ (39) $ (17,463) $ (539)
------------- -------------- -------------- -------------- --------------
Weighted Average Number of Shares
Outstanding ................................... 14,932 27,600 27,600 27,600 27,600
------------- -------------- -------------- -------------- --------------
Loss Per Share ................................ $ (3.56) $ (0.29) $ (0.00) $ (0.63) $ (0.02)
------------- -------------- -------------- -------------- --------------
On October 29, 2003, pursuant to an Agreement and Plan of Acquisition the
company acquired all of the outstanding shares of Medicos Laboratories, Inc., a
Delaware corporation for the issuance of 1,975,000 shares to Varges George, the
sole shareholder of Medicos Laboratories, Inc. In addition to the merger of
Medicos Laboratories, Inc., on October 29, 2003, pursuant to an Agreement and
Plan of Acquisition the company acquired all of the outstanding shares of
Advanced Diagnostics, Inc. a Delaware corporation for the issuance of 3,000,000
shares to Varges George, the sole shareholder of Advanced Diagnostics, Inc. Mr.
George is also the principal shareholder and President of Inamco International,
Inc. Pursuant to these Agreements, Medicos Laboratories, Inc. and Advanced
Diagnostics, Inc. became our wholly owned subsidiaries.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion and analysis should be read in conjunction with our
financial statements and accompanying notes included in this report and the
financial statements and notes thereto for the interim period ended December 31,
2002 included in the Company's Form 10, as amended, as well as Form 10-KSB filed
with the Securities and Exchange Commission on April 15, 2003.
Operating results are not necessarily indicative of results that may occur
in future periods.
This discussion and analysis contains forward-looking statements that
involve risks, uncertainties and assumptions. Inamco assumes no obligation to
update any forward-looking statement contained in this Form 10.The Company has
had no change in its financial condition as a result of any operations, nor is
there any liquidity, capital resources, results of operation, financial
statements for any interim periods, material changes in financial position, or
material changes from the result of operations.
8
Certain statements contained in this report on Form 10-QSB and other public
statements that are not historical facts, including those statements that refer
to our plans, goals, objectives, expectations, strategies, intentions and
beliefs, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. In some cases, you can
identify forward-looking statements by terminology such as "will," "may,"
"should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "continue," or similar words. You should not place
undue reliance on these forward-looking statements. These statements involve
risks and uncertainties that may cause actual results or events to differ
materially from those expressed or implied in our forward-looking statements. We
assume no obligation to update these forward-looking statements as circumstances
change in the future.
Inamco as of September 30, 2003, was a company that was in search of a
merger/acquisition candidate in the generic pharmaceutical sector. The Company,
being in its developmental stage, had no resources. Consequently, the Company
needed, and still needs infusions of working capital either in the form of
equity investments, loans or otherwise, in order to operate as a pharmaceutical
concern.
As of September 30, 2003, the Company had yet to commence any operations
and was seeking a proper merger and acquisition candidate to operate within the
pharmaceutical drug sector.
Generic pharmaceuticals, as a whole, have the same chemical and therapeutic
properties as their brand-named counterparts. Although typically less expensive,
they are required to meet the same governmental standards as the brand-name
drug, and most must receive approval from the appropriate regulatory authority
prior to manufacture and sale.
As of September 30, 2003, Inamco had not spent any monies on
company-sponsored research and development activities, and at that time, there
were no plans to do so in the foreseeable future.
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
Revenues
None. For the nine and three months ended September 30, 2003 and 2002, the
Company has had no revenue.
Research and Development
None. For the nine and three months ended September 30, 2003 and 2002, the
Company has performed no research and development.
General and Administrative
General and administrative expenses are minimal, and for the nine and three
months ended September 30, 2003 were $17,463 and $8,031 respectively compared to
$539 and $39 for the same periods in September 2002. General and administrative
expenses consist primarily of supporting administration of a public company and
some professional fees. We expect that our general and administrative expenses
will increase substantially once a merger and/or acquisition is consummated, in
order to support our growth and requirements as a public company.
Non-Cash Stock-Based Compensation Charges
None. For the nine months ended September 30, 2003, the Company has not had
any non-cash stock based deferred compensation.
Other Income, net
None. For the nine months ended September 30, 2003 and the year ended
December 31, 2002, the Company has had no other income.
9
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2003, we have accumulated a deficit of $53,087. Our
accumulated deficit is the result of expenses incurred in connection with the
acquisition of the Company and general and administrative expenses. To date, we
have funded our operations solely through loans from the majority shareholder
and president of the Company, Mr. Varges George.
As of September 30, 2003, we had $92 in cash and cash equivalents compared
to $927 in cash and cash equivalents as of December 31, 2002.
Net cash used for operations during the nine months ended September 30,
2003 was $12,889 compared to $2,192 for the same period in 2002. Net cash
provided by Officers/Shareholders was approximately $12,054 during the nine
months ended September 30, 2003 compared to $2,168 for the same period last
year.
As of September 30, 2003, our Company had no business and/or operating
history, and the success of the Company depended and currently depends, in part,
upon the successful performance of the president and chief operating officer,
Mr. Varges George. At present, the Company can make no assurances that it will
ever have be profitable or achieve positive cash flow from operations.
The funding requirements of the Company may change at any time, and future
capital requirements will depend on numerous factors, including scientific
progress, additional personnel costs, progress in drug testing, the time and
cost related to proposed regulatory approvals, if any, and the costs of filing
certain applications. We cannot assure you that adequate funding will be
available to us or, if available, that such funding will be available on
acceptable terms. Any shortfall in funding could cause detrimental results to
our Company's present business and future growth plans.
Item 3. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
---------------------------------------------------
Within the 90 daysprior to the date of this report, Inamco International Corp.
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive and Principal
Accounting Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Chief Executive and Principal Accounting
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting him to material information required to be included
in the Company's periodic SEC filings relating to the Company.
(b) Changes in Internal Controls.
-----------------------------
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these internal controls subsequent to
the date of my most recent evaluation.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
On October 29, 2003, the Company, its subsidiaries and Varges George, the
principal shareholder of the Company were sued by H. Neil Broder based on
an alleged breach of contract claim. Mr. Broder alleges that he provided
legal services to Mr. George to wit providing Mr. Broder with a check which
had insufficient funds. Mr. George has repaid the plaintiff the amount of
the check that was insufficient and is currently negotiating to settle the
claim for damages incurred.
Advanced Diagnostics, Inc., a wholly owned subsidiary of the company
effective October 29, 2003(see Note 9), recently received a letter from the
Borough of South Plainfield stating that the it owes real estate taxes of
approximately $100,000. To date no action has been taken in this matter and
10
the Company is prepared to pay such amount in full and is negotiating with
the Township to determine the final amount owed.
The Company has recently received notice from a shareholder of the Company
that such shareholder alleges that the Company has filed false and
misleading documents with the SEC. Such shareholder claims that the Company
had assets pursuant to its merger with Omni Assets, Inc. in 1999. To date
no lawsuit has been commenced in this matter and the Company believes that
these allegations have no merit.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders.
On September 1, 2003, a holder of the majority of the outstanding shares
approved a 1-1,000 reverse split of the Company's outstanding shares.
Item 5. Other Information.
None
Item 6. Exhibits and Reports of Form 8-K.
On August 1, 2003, we filed an amendment to a Form 8K dated June 18, 2003
based on a change in our accountants.
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.
INAMCO INTERNATIONAL, CORP.
Dated: November 19, 2003 By: /s/ VARGES GEORGE
------------------------
Name: Varges George
Title: President, Chief Executive
Officer and Chief Financial Officer
11