U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 000-50336
ANMORE, INC.
(Exact name of small business issuer as specified in its charter)
Florida 20-0398885
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4770 Biscayne Blvd., Suite 1470, Miami, Florida 33137
(Address of Principal Executive Offices)
(305)-576-6833
(Issuer's telephone number)
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 17, 2004: 19,900,000 shares of common stock outstanding,
$0.001 par value.
Part I-- FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
Item 3. Control and Procedures
Part II-- OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
Item 1. Financial Information
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BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the nine
months ended September 30, 2004 are not necessarily indicative of results that
may be expected for the year ending December 31, 2004. The financial statements
are presented on the accrual basis.
CONDENSED FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)
TABLE OF CONTENTS
Page
----
Condensed Balance Sheets F - 2
Condensed Statement of Operations F - 3
Condensed Statement of Cash Flows F - 4
Notes to the Condensed Financial Statements F - 5
F-1
ANMORE, INC.
CONDENSED BALANCE SHEETS
September 30, December 31,
2004 2003
----------------- ---------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 118,342 $ -
Prepaid premium on related party commitment to note payable 100,000 -
----------------- ---------------
TOTAL CURRENT ASSETS 218,342 -
----------------- ---------------
TOTAL ASSETS $ 218,342 $ -
================= ===============
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accrued expenses $ 2,000 $ 2,000
Loan payable to related party 4,000 -
----------------- ---------------
TOTAL LIABILITIES 6,000 2,000
----------------- ---------------
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock - par value $0.001;
5,000,000 shares authorized; none issued and outstanding - -
Common stock - par value $0.001; 50,000,000 shares
authorized; 19,9000,000 issued and outstanding 19,900 100
Additional paid-in capital 376,200 -
Accumulated deficit (183,758) (2,100)
----------------- ---------------
TOTAL STOCKHOLDERS' EQUITY ( DEFICIENCY) 212,342 (2,000)
----------------- ---------------
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ 218,342 $ -
================= ===============
The accompanying notes are an integral part of these financial statements
F-2
ANMORE, INC.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
September 30, September 30,
2004 2004
--------------------------- -------------------------
(Unaudited) (Unaudited)
REVENUES $ - $ -
OPERATING EXPENSES 181,658 1,658
--------------------------- -------------------------
LOSS BEFORE PROVISION FOR INCOME TAXES (181,658) (1,658)
PROVISION FOR INCOME TAXES - -
--------------------------- -------------------------
NET LOSS $ (181,658) $ (1,658)
=========================== =========================
NET LOSS PER SHARE - Basic and Diluted $ (0.01) $ (0.00)
=========================== =========================
Weighted average common
shares - Basic and diluted 13,067,778 5,776,676
=========================== =========================
The accompanying notes are an integral part of these financial statements
F-3
ANMORE, INC.
CONDENSED STATEMENT OF CASH FLOWS
Nine Months Ended
September 30,
2004
-----------------------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (181,658)
Adjustments to reconcile net loss to net cash
flows used by operating activities:
Common stock issued for services rendered 180,000
Common stock issued for prepaid premium
on related party commitment to note payable 100,000
Change in operating assets and liabilities:
Accrued expenses 2,000
-----------------------
NET CASH FLOWS USED BY OPERATING ACTIVITIES 100,342
-----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
NET CASH USED BY INVESTING ACTIVITIES -
-----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock 14,000
Proceeds from loan to related party 4,000
-----------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 18,000
-----------------------
NET INCREASE (DECREASE) IN CASH 118,342
CASH - BEGINNING OF PERIOD -
-----------------------
CASH - END OF PERIOD $ 118,342
=======================
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for prepaid premium
on related party commitment to note payable $ 100,000
=======================
The accompanying notes are an integral part of these financial statements
F-4
ANMORE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2004
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Business: Anmore, Inc. (the Company), a Company incorporated in the state of New
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Jersey as of June 25, 2003, plans to locate and negotiate with a business entity
for the combination of that target company with The Company. The combination
will normally take the form of a merger, stock-for-stock exchange or stock-
for-assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended. No assurances can be given that The Company will be successful
in locating or negotiating with any target company.
The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting ("public") company whose securities are
qualified for trading in the United States secondary market.
Interim Financial Statements: The interim financial statements presented herein
- ----------------------------
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC"). Certain information and footnote 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 such rules and regulations. The interim
financial statements should be read in conjunction with the Company's annual
financial statements, notes and accounting policies included in the Company's
annual report on Form 10-KSB for the year ended December 31, 2003 as filed with
the SEC. In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) which are necessary to provide a fair presentation
of financial position as of September 30, 2004 and the related operating results
and cash flows for the interim period presented have been made. The results of
operations, for the period presented are not necessarily indicative of the
results to be expected for the year.
2. STOCKHOLDER'S EQUITY:
On July 15, 2004, the Company issued 5,000,000 common shares to CASAU Group,
Inc., as a premium for the commitment to a promissory note payable in the amount
of $150,000. Such promissory note payable is non-interest bearing and will be
funded in ten equal monthly amounts of $15,000 beginning on January 15, 2005.
The prepaid premium on related party commitment to note payable was capitalized
and recorded as a current asset in the accompanying condensed balance sheet and
will be amortized over the ten month period that the note payable will be funded
in fiscal year 2005.
During the three months ended September 30, 2004, the Company sold 700,000
shares of common stock for $0.02 per share to complete the outstanding private
placement offering.
During the three months ended September 30, 2004, the Company issued 9,000,000
shares of common stock to directors and officers of the Company for services
rendered. The fair value of the common stock was $180,000 based on the recent
private placement value of $0.02 per share, and such amount was recorded as an
operating expense in the accompanying income statement.
F-5
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations
- --------------------------------------------------------------------------------
Plan of Operation
- -----------------
We are a development stage Florida-based real estate company that will offer
benchmarked rental units for the Miami, Florida community. Our units will
balance safety, cutting edge features, and a positive atmosphere for all
tenants. We were originally incorporated in New Jersey, and in November of 2003,
we redomesticated as a Florida Corporation. We sub-lease office space and
equipment from CASAU Group, Inc. in a quality office space near downtown Miami.
The management team of CASAU Group oversees the day-to-day operations of Anmore,
and will continue to do so on a part-time basis, until we are fiscally
responsible to assemble our own independent management team.
Our specific focus is on purchasing, developing, and leasing property located in
the greater Miami area. Our first project will be to purchase vacant land in
Miami and develop a small four-unit rental complex. After development, the
complex will be an affordable, fully furnished, and technologically advanced
living environment for the residents of South Miami as well as visitors to the
area. As we grows, we will consider other properties both in and outside of
Florida for purchase and development in order to diversify our assets.
During our development stage, we will rely heavily on word of mouth and the
relationships of management, specifically Giorgio Saumat, our President, as the
primary advertising and marketing techniques. Our assets will consist of the
real estate that we develop into housing complexes. Our cash flow will be
generated as the direct result of the purchasing, renting, and selling income
producing real estate.
During the next twelve months, we intend to purchase land and properties. We
have already begun the research of various properties in the greater Miami area,
and plan to make an offer for the purchase of a property within the next year.
We believe the cash in the bank is sufficient to place the initial down payment,
and that we will be successful in retaining financing for remainder of the
purchase and/or improvements. Once we enter into a purchase agreement for a
property, we will begin to meet with contractors in order to negotiate the
specifics of the project. We believe the negotiating process will be completed
prior to the consummation of purchase contract, allowing the company to begin
renovations as soon as the purchase is complete. Upon the commencement of
construction/remodeling, we will begin to market our property in local
newspapers and over the internet. Accordingly, we will complete our website to
showcase the "complete package of services" our property will provide.
During the three months ended September 30, 2004, we issued a total of
19,800,000 shares of our common stock. On July 15, 2004, we issued 5,000,000
shares to CASAU Group, Inc., in consideration for $150,000 in the form of a
non-interest bearing promissory note payable over a ten month period commencing
January 15, 2005. In July 2004, we issued 5,000,000 shares to Giorgio Saumat,
1,000,000 shares to Giano Saumat, and 3,000,000 shares to Irela Castillo for
services rendered to us. In July 2004, we completed a Regulation D, Rule 506
Offering in which we issued a total of 5,800,000 shares of our common stock to
37 shareholders at a price per share of $.02 for an aggregate offering price of
$116,000.
Item 3. Controls and Procedures
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(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.
(b) Changes in internal controls.
Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act
of 2002
32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act
of 2002
(b) Reports of Form 8-K
Form 8K filed on October 14, 2004, to report a change in the
certifying Accountant.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANMORE, INC.
Date: November 22, 2004 /s/ Giorgio Saumat
--------------------------------
Giorgio Saumat
President, Secretary and Director