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 December 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Commission File # 333-69686
ANSCOTT INDUSTRIES, INC. AND SUBSIDIARIES
(Exact name of small business issuer as specified in its charter)
Florida 86-0000714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26 Hanes Drive, Wayne, New Jersey 07470
(Address of Principal Executive Offices)
(973)305-8700
(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 February 19, 2005: 59,365,436 shares of common stock
outstanding, $0.001 par value.
ANSCOTT INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
Page
----
Part I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheet as of December 31, 2004 3
(Unaudited)
Condensed Consolidated Statements of Operation for the three and nine 4
months ended December 31, 2004 and 2003 (Unaudited)
Condensed Consolidated Statements of Cash Flows for the nine months 5
ended December 31, 2004 And 2003 (Unaudited)
Notes to Condensed Consolidated Financial Statements 6-8
Item 2. Management's Discussion and Analysis of Financial Condition
Item 3. Controls 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 STATEMENTS
ANSCOTT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2004
(Unaudited)
CURRENT ASSETS
Cash $ 4,263
Accounts receivable net of $12,000 allowance 602,124
Inventories 481,106
Prepaid expenses and other current assets 188,028
--------------------
TOTAL CURRENT ASSETS $ 1,275,521
PROPERTY AND EQUIPMENT, net 1,320,167
OTHER ASSETS:
Debt financing costs, net of amortization $ 86,438
Investment in Caled Signal Products Canada Ltd. 390,092
Security deposits 18,650
--------------------
TOTAL OTHER ASSETS 495,180
---------------
TOTAL ASSETS $ 3,090,868
===============
See notes to condensed consolidated financial statements.
3
ANSCOTT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET(Continued)
DECEMBER 31, 2004
(Unaudited)
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Current maturities of long-term debt $ 131,000
Accounts payable and accrued expenses 1,329,179
Due to officer and affiliate 364,452
Current portion of convertible notes payable, net deferred
debt discount of $86,539 380,963
-------------
TOTAL CURRENT LIABILITIES $ 2,205,594
Convertible notes payable, less current portion, net deferred
debt discount of $112,145 775,053
Long-term debt, less current portion 1,569,991
Other liabilities 722,384
------------
TOTAL LIABILITIES 5,273,022
STOCKHOLDERS' DEFICIENCY
Common stock, $.001 par value 75,000,000 shares
Authorized, 56,747,746 issued and outstanding $ 56,748
Common Stock to be issued, $0.001 par value,2,400,000
Shares 2,400
Additional paid-in capital 7,286,248
Deferred compensation (45,000)
Accumulated deficit (9,553,253)
Accumulated other comprehensive income 70,703
TOTAL STOCKHOLDERS' DEFICIENCY (2,182,154)
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY $ 3,090,868
See notes to condensed consolidated financial statements.
4
ANSCOTT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31 DECEMBER 31
2004 2003 2004 2003
------------ ------------ ------------ ------------
REVENUES $ 1,136,631 $ 1,197,334 $ 3,499,675 $ 3,429,173
COST OF GOODS REVENUES 556,367 551,281 1,698,154 1,570,871
------------ ------------ ------------ ------------
GROSS PROFIT 582,264 646,053 1,801,521 1,858,302
OPERATING EXPENSES
Selling
475,291 415,612 1,419,122 1,248,131
General and administrative 475,250 241,140 1,358,402 742,088
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (368,277) (10,699) (976,003) (131,917)
OTHER INCOME (EXPENSE):
Non cash reverse acquisition expense (4,650,000)
Other income (expense) (106,754) 11,604 (127,662) {169,029)
------------ ------------ ------------ ------------
TOTAL OTHER INCOME (EXPENSE) (106,754) 11,604 (127,662) (4,819,029)
------------ ------------ ------------ ------------
NET (LOSS) INCOME (475,031) 905 (1,103,665) (4,950,946)
============ ============ ============ ============
Per share information
Net loss per share, basic and diluted $ (0.00) $ (0.00) $ (0.02) $ (0.10)
Weighted average shares outstanding 56,847,296 51,617,330 56,717,037 49,638,974
See notes to condensed consolidated financial statements.
5
ANSCOTT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(Unaudited)
2004 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
--------------------- ----------------------
NET CASH (USED IN)PROVIDED BY OPERATING ACTIVITIES $ (806,262) $ 187,348
--------------------- ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets (140,127) (38,349)
--------------------- ----------------------
NET CASH USED IN INVESTING ACTIVITIES (140,127) (38,349)
--------------------- ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments of credit line (562,754) (57,660)
Repayments of long term debt (29,921) (29,239)
Proceeds from sale of common stock 118,111
Proceeds from the issuance of convertible debt 1,184,750
Advances from stockholder 160,000 5,070
--------------------- ----------------------
NET CASH PROVIDED BY (USED IN) FROM FINANCING ACTIVITIES 870,186 (81,829)
--------------------- ----------------------
NET (DECREASE) INCREASE IN CASH (76,203) 67,170
CASH, BEGINNING OF PERIOD 80,466 10,079
--------------------- ----------------------
CASH, END OF PERIOD $ 4,263 $ 77,249
===================== ======================
See notes to condensed consolidated financial statements
6
ANSCOTT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
FOR THE NINE MONTHS ENDED DECEMBER 31, 2004 AND 2003
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Anscott Chemical Industries, Inc. was incorporated in the State of New Jersey on
January 21, 1960. The Company is engaged in the business of manufacturing and
distribution of cleaning chemicals and filters used specifically in the dry
cleaning industry.
The Company sells the cleaning chemicals and filters primarily to customers
throughout the United States. The Company performs ongoing credit evaluations of
its customers' financial conditions and generally requires no collateral from
its customers. Credit losses, when realized, have been within the range of the
Company's expectations and, historically have not been significant
The accompanying unaudited condensed consolidated financial statements have been
prepared by the Company in conformity with accounting principles for interim
financial statements generally accepted in the United States of America and with
Form 10-QSB and Item 310 of Regulation SB of the Securities and Exchange
Commission. It is management's opinion that these statements include all
adjustments, consisting of only normal recurring adjustments necessary in order
to make the financial statements not misleading.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Certain information and footnote disclosures normally included in the annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It is
suggested that These condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and notes thereto as of
March 31, 2004 and 2003 and for each of the two years ended March 31, 2004,
which are included in the Annual Report on Form 10-KSB filed with the Securities
and Exchange Commission.
NOTE 2 - REVERSE ACQUISITION
On April 15, 2003, (April 1, 2003 for accounting purposes) Liquidix acquired
100% of the outstanding capital stock of Anscott Industries, Inc. In connection
with this acquisition, Anscott became a wholly-owned subsidiary and Anscott's
directors and officers replaced all of Liquidix directors and officers. The
stockholders of Anscott were issued 45,000,000 of Liquidix shares of common
stock, in exchange for their shares, or 98.6% of Liquidix total outstanding
common shares. Accordingly, a change in control of Liquidix occurred in
connection with the acquisition, and the acquisition was deemed a "reverse
acquisition" for accounting purposes. The reverse acquisition was accounted for
as a recapitalization of Anscott and the stockholders' deficiency was
retroactively restated to April 1, 2002. The financial statements prior to April
1, 2003 are those of Anscott.
Concurrent with the issuance of the 45,000,000 shares, Liquidix transferred of
all of their operating assets and liabilities to AFS for no monetary
consideration. ASF is controlled by the former directors and officers if
Liquidix. At April 1, 2003 Liquidix assets and liabilities consisted of
approximately:
Current Assets $ 1,061,000
Property and Equipment 183,000
Other Assets 209,000
-----------------
1,453,000
Liabilities 1,352,000
----------------
Loss on disposal $ 101,000
================
As a result of the reverse acquisition Liquidix changed its name to Anscott
Industries, Inc. and Anscott changed its year end from December 31st to March
31st. As a result of the reverse acquisition with Liquidix the Company issued to
a placement
7
ANSCOTT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Continued
agent 4,000,000 shares of its common stock and agreed to issue at a future date
3,750,000 shares to a financial consultant. The agent and the consultant were
issued stock in consideration for assistance in facilitating the reverse
acquisition.
The Company had a written agreement with the consultant that upon Anscott
becoming a publicly traded company, Anscott, would issued to the consultant 10%
of the shares received by the Anscott shareholders. This agreement expired prior
to the reverse acquisition transaction with Liquidix. The Company and the
consultant agreed to issue the consultant 3,750,000 as consideration for
assistance in facilitating the reverse acquisition. Accordingly, the Company
recorded an expense in the amount of $4,650,000 relating to the issuance of the
4,000,000 shares and the 3,750,000 shares to be issued.
NOTE 3 - MANAGEMENTS LIQUIDITY PLANS
The accompanying unaudited condensed consolidated financial statements have been
prepared in conformity with accounting principles generally accepted in the
United Sates of America, which contemplate continuation of the Company as a
going concern. However, for the Nine Months ended December 31, 2004, the Company
incurred a net loss of approximately $1,104,000 and had a working capital
deficiency of approximately $930,000.
The Company has begun implementing various marketing plans to increase revenues
and is also seeking to make strategic acquisitions. In April 2004 the Company
raised $1,300,000 in the form of a convertible term loan (See Note 6) and if
needed will attempt to raise additional capital to assist in the further
execution of its marketing plans and to fund any possible future acquisitions. A
portion of the new term loan was used to pay off the line of credit. In addition
in July 2004 the Company entered into an agreement with the Internal Revenue
Service whereby agreeing to pay $10,000 per month in overdue payroll taxes (See
Note 5).
The Company believes that with the capital raised in April 2004, the cash flows
from the successful execution of its marketing plans resulting in increased
sales, and any additional capital that the Company may obtain through sales of
its equity and debt securities will be sufficient to pay that portion of its
debt that is due within the next twelve months, as well as to fund the Company's
operations. During October the Company resolved foreclosure proceedings with
their mortgage lender (See Note 5).
In addition the Company has obtained a firm commitment from two key stockholders
that if needed they will assists in funding the Company's operations and meet
the Company's current debt requirements. These commitments and pledges extend
through at least March 31, 2005 and any advances will be due no early than March
31, 2006. During the nine months including December 31,2004 one of the
stockholders advanced the Company $160,000 as part of the Company's negotiations
with its mortgage lender.
However, there can be no assurance that the Company will be successful in any of
its plans. To the extent that the Company is unsuccessful in its plans to
increase its cash position, the Company may find it necessary to curtail some of
its operations and possible future acquisitions. These matters raise substantial
doubt about the Company's ability to continue as a going concern. However, the
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of the
liabilities in the normal course of business. The financial statements do not
include any adjustments relating to the recovery of assets or the classification
of liabilities that might be necessary should the company be unable to continue
as a going concern.
NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES
STOCK BASED COMPENSATION
- ------------------------
SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure-an amendment of FASB Statement No. 123" amends SFAS No. 123,
"Accounting for Stock-Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
8
ANSCOTT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Continued
disclosure requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based compensation and the effect of the method used on reported results.
The Company continues to follow the pro-forma disclosures for stock-based
compensation as permitted in SFAS 123. As of December 31, 2004 and 2003, the
Company had no outstanding options and warrants, therefore no pro forma
disclosures are required.
INVENTORIES
- -----------
Inventory consists primarily of raw materials and finished goods. Inventory is
stated at the lower of cost, using the first-in, first-out (FIFO) method, or
market. Reserves and write downs are established against Company-owned inventory
for excess, slow moving, and obsolete items where the estimated net realizable
value is less than the carrying value.
REVENUE RECOGNITION
- -------------------
Revenue consists of the sale of cleaning chemicals and filters. Revenue on the
sale of cleaning chemicals and filters is recognized upon evidence of an
agreement and when title of merchandise has passed.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
LITIGATION
- ----------
The Company is involved in litigation with a vendor relating to the issuance of
shares of common stock for services rendered. The plaintiff, Internet Marketing
Solutions, Inc. has filed a lawsuit in the U.S. District Court of Utah to seek
250,000 shares issued to it for services. The plaintiff claims that it was
issued 250,000 of Liquidix shares for services rendered. Pursuant to the
complaint, on December 18, 2002, the shares were cancelled. The Company cannot
make a determination of the outcome of this matter. No adjustments have been
recorded in the financial statements related to this matter.
In October, 2004, the Company, entered into a Modification Agreement and
Promissory Note with the mortgage lender of the Company's headquarters building
located in Wayne NJ. Pursuant to the Modification Agreement the new principle
amount of $1,186,352 will be re-amortized over the remaining term of the
original mortgage. In addition the lender issued a non-interest bearing
promissory note to the Company in the amount of $121,258. This note represents
late charges, accrued interest, and costs that the lender incurred relating to
the Modification Agreement. The Promissory Note is payable in thirty-six monthly
installments commencing January 15, 2005.
The Company is also in an arbitration proceeding with Itochu International
regarding the 50% ownership in Global Technologies, L.L.C. whereby Itochu is
claiming the Company owes $250,000 to Itochu for joint venture expenditures. The
Company has filed a counter claim alleging that the Company is owed monies from
the joint venture. The case is in its early stage and the Company cannot make a
determination of the outcome of this matter. However, the Company has accrued
approximately $149,000 (which is included in Due to Stockholder and Affiliate)
related to this matter.
The Company is involved in various other claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial position or results of operations.
PAYROLL TAXES PAYABLE
- ---------------------
At December 31, 2004 $722,384 of unpaid payroll taxes (including interest and
penalties) are included in other liabilities, respectively and $120,000 is
included in accounts payable and accrued expenses. On July 2, 2004, the Company
entered into a settlement agreement with the Internal Revenue Service, whereby
the Company agreed to pay in the aggregate $902,384 payable in monthly
installments of $10,000.
9
ANSCOTT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Continued
Future minimum payments on the Internal Revenue Service Settlement Agreement are
as follows:
December 31,
------------
2005 $ 120,000
2006 120,000
2007 120,000
2008 120,000
Thereafter 242,384
---------
$ 722,384
=========
NOTE 6 - CONVERTIBLE NOTES PAYABLE
Long-term debt at December 31, 2004 consists of the following:
2004 Notes Payable [1] $ 55,000
Convertible Term Note payable (2] 1,300,000
-------------
1,355,000
Less Deferred Debt Discount (198,984)
Total convertible notes payable 1,156,016
Less current portion, net of deferred discount of $86,539 (380,963)
--------------
Convertible notes payable, net of current maturities and
deferred debt discount of $112,445 $ 775,053
=============
[1] At various dates in February and March 2004, the Company issued Notes
Payable in varying amounts to six (6) individuals for an aggregate
amount of $55,000. The notes are due one (1) year from issuance date.
In lieu of interest, the Company issued one (1) of its common stock
for each two (2) dollars of debt. Accordingly the Company issued
27,500 shares of common stock. The relative fair value the stock in
the amount of $16,391 has been recorded as a deferred debt discount
and will accrete to interest expense over the life of the notes.
During the nine months ended December 31, 2004, the company recorded
approximately $12,300 of interest expense relating to the notes.
If the Company defaults on the notes they become convertible into the
Company's common stock at a conversion price equal to 50% of the fair
market value on the date of conversion. Accordingly if the Company
defaults on any or all of the notes, they will record a beneficial
conversion feature in the aggregate of $27,500.
[2] On April 20, 2004, the Company issued a convertible term note in the
amount of $1,300,000 and seven (7) year warrants to purchase 520,000
shares of the Company's common stock with exercise prices of (i) $0.79
for the first 195,000 warrants (ii) $0.99 for the next 195,000
warrants and (iii) $1.15 for the remaining, which is due April 20,
2007. Interest is due monthly and bears interest at prime rate plus 2%
(7.25% at December 31, 2004). In addition the Company paid a financing
fee equal to 3.5% of gross proceeds plus other expenses which totaled
approximately $69,500.
Principal payments on the convertible term note are (1) $25,000
monthly payment commencing November 1, 2004 through April 1, 2004 (2)
$47,917 through April 2007. At the Company's option they can elect to
make the monthly payments in common stock (as defined).
In connection with the issuance of convertible term note, $253,000 of
the debt proceeds was allocated to the fair value of the warrants and
recorded as a deferred debt discount. The debt discount will accrete
to interest expense over the term of the debt.
10
ANSCOTT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Continued
The note is convertible into the Company's common stock at an initial fixed
conversion price of $0.68 upon the registration of the underlying common stock.
When the underlying common stock is registered the Company will record a minimum
beneficial conversion feature in the amount of $138,000. The beneficial
conversion feature will accrete to interest expense over the remaining life of
the note or conversion of the note which ever is earlier. The company is in
violation of the Registration Rights Agreement. The company is currently
negotiating with investor to mitigate the damages. There can be no assurances
that the company will be successful in their negotiations. Accordingly the
company has recorded the $150,000 in estimated damages which is included in
accounts payable.
Future minimum payments on the convertible notes payable are as follows:
December 31,
2005 $ 323,751
2006 575,004
2007 456,245
-------------
Total cash payments 1,355,000
Less deferred debt discount (198,984)
-------------
$ 1,156,016
=============
NOTE 7 - LOAN FROM STOCKHOLDER
During the nine months including December 31, 2004 a stockholder advanced the
Company $160,000. The advance is non-interest bearing and can be converted into
common stock at fair market value at the time of conversion. The proceeds were
used to assist the Company in negotiations with its mortgage lender with respect
to the modification agreement and promissory note with the mortgage lender on
their main operating building (See Note 5).
NOTE 8 - SUBSEQUENT EVENT
Subsequent to December 31, 2004, the Company issued 217,690 shares of its common
stock to settle approximately $150,000 of trade payables.
11
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
ANSCOTT INDUSTRIES, INC. AND SUBSIDIARIES
INTRODUCTION
The following discussion should be read in conjunction with our condensed
consolidated financial statements and related notes included herein. Certain
statements are not based on historical facts, but are forward-looking statements
that are based upon assumptions about our future conditions that could prove to
be inaccurate. Actual events, transactions and results may materially differ
from the anticipated events, transactions or results described. Our ability to
consummate transactions and achieve events or results is subject to certain
risks and uncertainties, which include, but are not limited to, the existence of
demand for and acceptance of our products, regulatory approvals and
developments, economic conditions, the impact of competition and pricing, and
other factors affecting our business that are beyond our control.
On April 15, 2003, pursuant to a Stock Purchase Agreement and Share Exchange
between us AFS Seals, Inc and Anscott Industries, Inc., we acquired all of the
shares of Anscott from the Anscott shareholders in consideration for the
issuance of a total of 45,000,000 shares of our common stock to the Anscott
shareholders and the transfer of all of our current assets and liabilities to
AFS. Pursuant to the Agreement, Anscott became a wholly owned subsidiary of the
Company and we filed articles of amendment in the state of Florida changing our
name to Anscott Industries, Inc.
Currently our principal activity is to manufacture and sell specialty chemicals,
cleaning agents, odor eliminators, repellents, treatments, purification and
decontamination processes for the commercial laundry and cleaning industries.
Our business is conducted through three segments: chemical & additive technology
for cleaning and coatings of textiles; filtration & equipment that extends the
life traditional cleaning chemicals through a recycling process;
commercialization venture leveraging aerospace technology and distribution in
order to move from laboratory to commercial products quickly, extending the
company's knowledge to deliver solutions to protect people, property and the
environment. We have our operations in New Jersey. We sell to over 100
distributors and 5,000 throughout North America. For the nine months ended
December 31, 2004 sales of chemicals & additive products accounted for 80% and
filtration & equipment, 20% of revenues, respectively.
We were established in 1960 and are a leading manufacturer servicing the
commercial laundry and garment cleaning industry. We manufacture chemicals and
filter equipment that clean textiles and clothes professionally. We sell our
products and services through an established distribution network of local
warehouses nationwide. We maintain a dedicated sales and technical force of
chemical technicians that provide service throughout the US and Canada. The
following sets forth some of our products:
We have recently established a dedicated group that will provide alternative
cleaning technology with advanced solvent products. The new solvents replace
"PERC", a probable carcinogen. These products will revolutionize the commercial
dry cleaning industry by providing an alternative without toxic chemicals such
as perchloroethylene (perc).
We are a specialty chemical company with a product line of disposable filters &
delivery systems adding in the sales of its chemical business. We have one of
the largest technical forces in the industry. Currently we are servicing over
5,000 businesses in more than 40 cities and expect to service over 10,000
businesses within the next two years.
NINE MONTHS ENDED DECEMBER 31, 2004 COMPARED TO NINE MONTHS ENDED DECEMBER 31,
2003
Revenues for the nine months ended December 31, 2004 were $3,499,675 as compared
to $3,429,173 for the nine months ended December 31, 2003. The increase in
revenues was due to improved operations and distributor support of finished
goods, additional marketing and sales activities has also expanded the company's
end-user base. Cost of sales for the nine months ended December 31, 2004 were
$1,698,154 as compared to $1,570,871 for the nine months ended December 31,
2003. This increase was due to additional selling of inventory to satisfy the
company's revenue growth. Selling expenses for the nine months ended December
31, 2004 were $1,419,122 and compared to $1,248,131 for the nine months ended
December 31, 2003. This increase in selling expenses was due to additional
territories and revenue growth programs. General and administrative expenses
were $1,358,402 for the nine months ended December 31, 2004 as compared to
$742,088 for the nine months ended December 31, 2003. This increase was due to
12
for professional fees related to the reverse acquisition. For the nine months
ended December 31, 2004, we incurred a net operating loss of $976,003 compared
to a net operating loss of $131,917 for the nine months ended December 31, 2003.
The increase net loss resulted primarily incurring more expenses in order to
prepare the company for growth through its current distribution channel and
future acquisitions.
IMPACT OF INFLATION
We do not believe that inflation will have any material impact on its commercial
activities for the ensuing year, as our products do not fall under categories
that are traditionally affected.
THREE MONTHS ENDED DECEMBER 31, 2004 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2003
Revenues for the three months ended December 31, 2004 were $1,138,631 as
compared to $1,197,334 for the three months ended December 31, 2003. The
decrease in revenues was due to the recent hiring and training of the sales
force. The short term increase of the sales team's administrative efforts will
increase revenue in the future. Cost of sales for the three months ended
December 31, 2004 were $556,367 as compared to $551,281 for the three months
ended December 31, 2003. This increase of less than 1% was due to an increase of
the related chemicals. Selling expenses for the three months ended December 31,
2004 were $475,291 and compared to $415,612 for the three months ended December
31, 2003 increase in selling expense were due to additional territories and
revenue growth programs. General and administrative expenses were $475,250 for
the three months ended December 31, 2004 as compared to $241,140 for the three
months ended December 31, 2003. This increase was due to professional fees
related to the reverse acquisition. For the three months ended December 31,
2004, we incurred a net operating loss of $368,277 compared to a net operating
loss of $10,699 for the three months ended December 31, 2003. The net loss
resulted primarily from preparing the company for growth through its current
distribution channel and future acquisitions.
LIQUIDITY AND CAPITAL RESERVES
The Company has been and is currently reliant upon outside sources to eliminate
its working capital deficiency. As a result we are actively seeking additional
capital resources through the sale of equity. In April, 2004 we borrowed
$1,300,000 in the form of a convertible note (See Note 6 to the condensed
consolidated financial statements). These funds were used to repay the Company's
asset based lender with a balance of $680,915 substantially reducing the
company's cost of money. The remaining funds have been used to expand the
company's national sales force, launch new products and assist in operational
cost. Management believes these fundamental investments will increase gross
sales over the next twelve months, which we expect will enable the Company to
become profitable in the coming year. The Company's is expected growth and
positive cash flow is expected to sustain its cash requirements over the next
twelve months. Historically, the Company's primary source of cash has been from
operations and debt financing by related parties.
The Company believes that with the capital raised in April 2004, the cash flows
from the successful execution of its marketing plans resulting in increased
sales, and any additional capital that the Company may obtain through sales of
its equity and debt securities will be sufficient to pay that portion of its
debt that is due within the next twelve months, as well as to fund the Company's
operations. During October 2004 the Company resolved foreclosure proceedings
with their mortgage lender (See Note 5 to the condensed consolidated financial
statements).
In addition the Company has obtained a firm commitment from two key stockholders
that if needed they will assists in funding the Company's operations and meet
the Company's current debt requirements. These commitments and pledges extend
though at least March 31, 2005 and any advances will be due no early than March
31, 2006. On August 26, 2004 and September 17, 2004 one of the stockholders
advanced the Company $100,000 and $50,000 as part of the Company's negotiations
with its mortgage lender.
However, there can be no assurance that the Company will be successful in any of
its plans. To the extent that the Company is unsuccessful in its plans to
increase its cash position, the Company may find it necessary to curtail some of
its operations and possible future acquisitions. These matters raise substantial
doubt about the Company's ability to continue as a going concern. However, the
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of the
liabilities in the normal course of business. The financial statements do not
include any adjustments relating to the recovery of assets or the classification
of liabilities that might be necessary should the company be unable to continue
as a going concern.
13
CASH FLOWS FOR THE NINE MONTHS ENDED DECEMBER 31, 2004.
Cash used in operating activities during the nine months ended December 31, 2004
amounted to $806,262 primarily the result of current losses.
Cash used in investing activities for the nine months ended December 31, 2004
was $140,127 primarily relating to loan acquisition fees and purchases of
property and equipment.
Cash provided by financing activities for the nine months ended December 31,
2004 was $870,186 primarily from proceeds of convertible debt net of payoff of a
credit line.
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Securities Exchange Act reports is
recorded, processed, summarized, and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, as ours are designed to do, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
As of December 31, 2004, an evaluation was performed under the supervision and
with the participation of our management, including the Chief Executive
Officer/Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based upon that evaluation,
the Chief Executive Officer and / Chief Financial Officer concluded that our
disclosure controls and procedures were effective. Except as discussed in the
following paragraph, subsequent to the date of this evaluation, there have been
no significant changes in our internal controls or in other factors that could
significantly affect these controls.
In connection with the audits of our consolidated financial statements as of and
for the years ended March 31, 2004 and 2003, Marcum & Kliegman LLP advised our
management and that it had identified a deficiency in internal controls, which
was designated a "material weakness." The material weakness indicated that there
is inadequate structure within our accounting department. We believe this
resulted from continued cost cutting efforts, which resulted in the termination
of employees during the years ended March 31, 2004 and 2003. Management believes
that sufficient compensating controls have been implemented to minimize the
risks associated with this material weakness, including using a public
accounting firm to review monthly closings and the engagement of a consultant to
assist the Company with complex accounting issues.
(b) Changes in internal controls.
Our Certifying Officers have 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 their evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Internet Marketing Solutions, Inc. has filed a lawsuit to seek 250,000 shares
issued to it for services provided to the Company prior to the reverse
acquisition between Liquidix and Anscott. Such matter has been filed by the
plaintiff in the U.S. District Court of Utah. The plaintiff claims that it was
issued 250,000 of Liquidix shares for services rendered. Pursuant to the
complaint, on December 18, 2002, we cancelled those shares. We have been in
contact with the plaintiff's attorney to attempt to settle this matter amicably.
We have also been in discussion with the previous officers and directors of the
Company to determine the validity of this lawsuit. We intend to retain counsel
to respond to this claim and we believe that such claim may be covered under the
indemnification clause set forth in the Stock Purchase Agreement and Share
Exchange between Anscott and Liquidix.
14
We are also in an arbitration proceeding with Itochu International regarding
each of our 50% ownership in Global Technologies, L.L.C. whereby Itochu is
claiming we owe money to Itochu for joint venture expenditures. We believe that
the results of the arbitration will not have a significant financial impact on
the company.
Item 2. Changes in Securities. None
Item 3. Defaults Upon Senior Securities. Not Applicable
Item 4. Submission of Matters to a Vote of Security None.
Item 5. Other Information. None
Item 6. Exhibits and Reports of Form 8-K. None
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 in its
behalf by the undersigned, thereunto duly authorized, on February 21, 2005.
ANSCOTT INDUSTRIES, INC.
Date: February 21, 2005 By: /s/ Jack Belluscio
-------------------------
Jack Belluscio
Chairman and President