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 July 31, 2004
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 000-_______
Medallion Crest Management, Inc.
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(Name of small business issuer in its charter)
Florida 06-1686744
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3675 North Country Club Drive, Suite 1907
Aventura, FL
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(Address of principal executive offices)
33180
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(Zip Code)
Registrant's telephone number, including area code: (305) 933-6737
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value per share
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(Title of class)
The number of shares of the registrant's common stock, par value
$0.001 per share, outstanding as of September 17, 2004 was 5,165,500.
Transitional Small Business Disclosure Format (check one): Yes [ ]; No [X]
Part 1 Financial Information
Item 1. Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K
Part I. Financial Information
Item 1. Financial Statements
MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
PERIOD FROM APRIL 4, 2003 (INCEPTION)
THROUGH JULY 31, 2004
AND FOR THE THREE MONTHS ENDED JULY 31, 2004
TABLE OF CONTENTS
-----------------
Financial Statements:
Balance Sheet as of July 31, 2004 (unaudited) 1
Statement of Operations for the three months
ended July 31, 2004 and 2003 (unaudited) and
from April 4, 2003 (inception) through July 31,
2004 (unaudited) 2
Statement of Changes in Stockholders' Equity
for the period from April 4, 2003
(inception) through July 31, 2004 (unaudited) 3
Statement of Cash Flows for the three months
ended July 31, 2004 and 2003 and the period
from April 4, 2003 (inception) through July
31, 2004 (unaudited) 4
Notes to Financial Statements 5-6
MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
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ASSETS
------
July 31, 2004
--------------
(unaudited)
Current assets:
Cash $ 1,460
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 36,591
Loan payable 3,500
-----------
Total liabilities 40,091
-----------
Stockholders' equity:
Preferred stock, 20,000,000
authorized, par value
$.0001; none issued and
outstanding -
Common stock, 100,000,000
authorized, $.0001 par value;
5,165,000 issued and outstanding 517
Additional paid in capital 45,783
Deficit accumulated during the
development stage (84,391)
-----------
Total stockholders' deficit (38,631)
-----------
Total liabilities and stockholders' deficit $ 1,460
===========
See accompanying notes to financial statements.
MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
- --------------------------------
April 4, 2003
Three months Three months (inception)
ended ended through
July 31, 2004 July 31 2003 July 31, 2004
-------------- -------------- --------------
(unaudited) (unaudited) (unaudited)
Revenue $ - $ - $ -
Selling, general and administrative expenses 40,263 6,487 84,931
----------- ----------- -----------
Loss from operations (40,263) (6,487) (84,931)
----------- ----------- -----------
Provision (benefit) for income taxes - - -
----------- ----------- -----------
Net loss $ (40,263) $ (6,487) $ (84,931)
=========== =========== ===========
Basic and diluted loss per share $ (0.01) $ -
=========== ===========
Basic and diluted weighted average shares outstanding 5,165,500 5,165,000
=========== ===========
See accompanying notes to financial statements.
MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
- ---------------------------------------------
Accumulated
Common Stock Deficit
------------------- Additional Development
Shares Amount Paid-In Capital Stage Total
--------- -------- --------------- ----------- --------
Balance, April 4, 2003 (inception) - $ - $ - $ - $ -
Initial capital contributions 4,750,000 475 4,275 - 4,750
Common stock issued for cash 415,500 42 41,508 - 41,550
Net loss - April 30, 2003 - - - (163) (163)
--------- ------- -------- -------- --------
Balance, April 30, 2003 5,165,500 $ 517 $ 45,783 $ 163 $ 46,137
Net loss - April 30, 2004 - - - (44,505) (44,505)
--------- ------- -------- -------- --------
Balance, April 30, 2004 5,165,500 $ 517 $ 45,783 $(44,668) $ 1,632
Net loss July 31, 2004 (unaudited) - - - (40,263) (40,263)
--------- ------- -------- -------- --------
Balance, 5,165,000 517 45,783 (84,931) (38,631)
========= ======= ======== ======== ========
See accompanying notes to financial statements.
MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
- --------------------------------
April 4, 2003
Three months Three months (inception)
ended ended through
July 31, 2004 July 31 2003 July 31, 2004
-------------- -------------- --------------
(unaudited) (unaudited) (unaudited)
Cash flows from operating activities:
Net loss $ (40,263) $ (6,487) $ (84,931)
Increase in accounts payable 33,591 2,234 40,091
--------- --------- ---------
Net cash used in operating activities (6,672) (4,253) (44,840)
--------- --------- ---------
Cash flows from financing activities
Borrowings on loan payable 3,500 - -
Common stock issued for cash - - 41,550
Initial capital contribution - - 4,750
--------- --------- ---------
Net cash provided by financing activities 3,500 - 46,300
--------- --------- ---------
Net increase in cash (3,172) (4,253) 1,460
Cash at beginning of period 4,632 46,137 -
--------- --------- ---------
Cash at end of period $ 1,460 41,884 1 460
========= ========= =========
Supplementary information:
--------------------------
Cash paid for:
Interest $ - $ - $ -
========= ========= =========
Income taxes $ - $ - $ -
========= ========= =========
See accompanying notes to financial statements.
MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
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NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
- ----------------------------------------------------------
Medallion Crest Management, Inc was incorporated on April 4, 2003 in
order to create and realize value by identifying and making
opportunistic real estate investments by the direct acquisition,
rehabilitation, financing and management of real properties.
The Company has no revenues to date. Since its inception, the Company
has been dependent upon the receipt of capital investment to fund its
continuing activities. In addition to the normal risks associated
with a new business venture, there can be no assurance that the
Company's business plan will be successfully executed. Our ability to
execute our business model will depend on our ability to obtain
additional financing and achieve a profitable level of operations.
There can be no assurance that sufficient financing will be obtained.
Nor can we give any assurance that we will generate substantial
revenues or that our business operations will prove to be profitable.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation of
the results for the interim periods presented have been included.
These results have been determined on the basis of generally accepted
accounting principles and practices applied consistently with those
used in the preparation of the Company's Annual Financial Statements
for the year ended April 30, 2004. Operating results for the three
months ended July 31, 2004 are not necessarily indicative of the
results that may be expected for the year ending April 30, 2005.
It is recommended that the accompanying condensed financial statements
be read in conjunction with the financial statements and notes for the
year ended April 30, 2003, found in the Company's Form SB-2/A.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Cash Equivalents
- ----------------
The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents. As at July
31, 2004, there are no cash equivalents.
Use of Estimates
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The preparation of financial statements in conformity with general
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Basic and Diluted Earnings Per Share
- ------------------------------------
Basic income per common share is computed by dividing the net income
by the weighted average number of shares of common stock outstanding
during the year. Diluted income per common share is determined using
the weighted-average number of common shares outstanding during the
year, adjusted for the dilutive effect of common stock equivalents,
consisting of shares that might be issued upon exercise of common
stock options. In periods where losses are reported, the weighted-
average number of common shares outstanding excludes common stock
equivalents, because their inclusion would be anti-dilutive.
MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
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NOTE 3 - EQUITY TRANSACTIONS
- ----------------------------
Common Stock Issued for Cash
- ----------------------------
During the period ended April 30, 2003, the Company issued 4,750,000
of common stock to initial investors for $4,750 cash.
Also during the period ended April 30, 2003, the Company issued
415,500 of common stock for $0.10 per share, for a total of $41,550.
NOTE 4 - INCOME TAXES
- ---------------------
For income tax purposes, the Company has elected to capitalize start-
up costs incurred since April 4, 2003 (inception) totaling $84,931.
The start-up costs will be amortized over sixty months beginning in
the year of initial operations.
NOTE 5 - LOAN PAYABLE
- ---------------------
During the period ended July 31, 2004, the Company received $3,500
under a due on demand note payable with no stated interest rate.
NOTE 6 - GOING CONCERN
- ----------------------
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The Company reported net
losses of $40,263 for the three months ended July 31, 2004 and $6,487
for the three months ended July 31, 2003. Additional capital and/or
borrowings will be necessary in order for the Company to continue in
existence until attaining and sustaining profitable operations.
Item 2. Management's Plan of Operations
The following is a discussion of our plan of operations and
our liquidity and capital resources. To the extent that this
discussion contains statements that are not of a historical
nature, these statements are forward-looking statements, which
involve risks and uncertainties. See "Special Note Regarding
Forward-Looking Statements". The following should be read in
conjunction with our Consolidated Financial Statements and the
related Notes included elsewhere in this filing.
We intend to pursue opportunities to provide revenue-
generating activities. To accomplish this, we will need to
progress through several stages of initial operations.
Initially, we are currently seeking to raise up to $1,000,000 of
capital to be in position to commence full business operations.
Although we are not yet in a position to acquire any
property, we have identified and conducted preliminary due
diligence on several specific potential target properties that we
intend to pursue farther once funds have been obtained. The
properties include:
1) Luxury units located in Miami Beach, Florida on the
southern most point of South Beach, with a price
range from $1.6 million to $2.8 million per unit.
We are currently negotiating the purchase of several
of these units, but the purchase is contingent on
our ability to raise sufficient funds.
2) A portion of a strip mall located in Pembroke Pines,
Florida located in a beautiful, high-income area.
We are in the process of conducting due diligence on
this property in an attempt to determine the value
of this property versus other similar properties.
3) Contracts of pre-construction townhouses in Pembroke
Pines, Florida, which we believe to be one of the
fastest growing areas in south Florida. We are in
the process of conducting due diligence on the
property and believe that due to the high growth
rate in the area that the townhouses could be
desirable to purchase.
Once funds have been obtained, we will then conduct
extensive site evaluations for possible property purchases,
acquisitions, property development, renovation and lease/sale
opportunities on these and other properties. Our site evaluation
will include detailed analysis regarding the quality and
suitability of potential opportunities and/or parcels of land.
It is our goal to explore opportunities that demonstrate superior
site quality features, such as, favorable demographics,
attractive site features (high visibility/traffic area) and a
limited competitive environment. Although this stage of
operation will be an ongoing business concern, we estimate a
maximum of two months for initial site evaluations to be
conducted. Once we have identified potential opportunities, we
plan to enter negotiations with potential investments. Based on
the nature of such investments, we anticipate 4-6 weeks of
negotiations on any/all initial projects that we may pursue. It
is our goal in the negotiation stage to position our self to
accumulate various projects that are commercial, acquisition or
development in nature, at under valued amounts. We may also look
to pursue the same negotiation tactics regarding any distressed
real properties of interest. We anticipate engaging in formal
contracts within four months of raising sufficient funds through
the offering. We will look to secure commitments in the areas of
property purchases, acquisitions, property development,
renovation and lease/sale opportunities on an ongoing basis. We
believe that sufficient revenue can be generated through the
final eight months of our first year of full operation to produce
an operating profit. This time frame includes the acquisition
and sale of potential properties, site development, commercial
lease revenues, renovation and resale. Achieving these revenues
however remains strictly contingent on raising sufficient funds
for the initiation of full business operations. We anticipate no
substantial changes to our business plan if we raise funds less
than that of $1,000,000 through this offering or otherwise. In
the case that funds less than that of $1,000,000 are raised, our
opportunities to make possible property acquisitions will be more
limited. Additionally, investment opportunities that are capital
intensive, such as large commercial facilities or extensive
renovation projects may no longer be immediately feasible due to
lack of funding.
We anticipate incurring various costs and expenses
associated with cultivating revenue-generating activities.
Assuming we successfully raise $1,000,000 we estimate site
analysis during the preliminary site analysis stage, (months 1-4
of full operations) to cost approximately $75,000. Due to the
nature of our business model, site analysis costs will be a
recurring cost for the Company. As sites are identified, we
anticipate incurring legal expenses associated with the
negotiation and drafting of documentation to consummate the
transaction. Our two largest expenses will be the actual
purchase and renovation of property. We anticipate incurring
costs in renovating and improving properties equal to fifty
percent of the acquisition costs. Assuming we successfully raise
$1,000,000 we estimate that we would spend approximately $450,000
acquiring properties and an additional $225,000 renovating these
properties. We have included within the $450,000 amount our
anticipated costs and expenses in regards to monthly rent/loan
payments.
Liquidity and Capital Resources
- --------------------------------
While at this time we do not have any significant current
liabilities, our current liabilties exceed our current assets and our
business expansion will require significant
capital resources that may be funded through the issuance of
notes payable or other debt arrangements that may affect our debt
structure.
To date we have spent a total of $84,931 in general
operating expenses. We raised the amounts used in these
activities from a Regulation D offering in which we raised
$46,300 and from receipt of a loan in the amount of $3,500.
To date, we have managed to keep our monthly cash
requirements low for two reasons. First, our officers, who are
all founders and significant shareholders have agreed not to draw
a salary until a minimum of $500,000 in funding is obtained or we
have generated $500,000 in revenues. Once we have achieved this
threshold our board of directors will establish salaries for our
officers. These salaries will be at least partially determined
by the amount of funding we successfully raise. The officers
will not be reimbursed for their unpaid compensation during the
offering period. Second, we have been able to keep our operating
expenses to a minimum by operating in space owned by Sean Miller,
our Chief Executive Officer. Mr. Miller has agreed to contribute
use of this space in a rent-free arrangement until completion of
this offering and he will not be reimbursed for the rent of this
space.
Given our low monthly cash requirements and the agreement of
our officers, management believes that, even though our auditors
have expressed substantial doubt about our ability to continue as
a going concern, and assuming that we do not commence our
anticipated operations it has sufficient financial resources to
meet its obligations for at least the next six months.
In the early stages of our business plan, we will need cash
for refinancing mortgages, financing acquisitions and
development, and financing capital improvements as well as for
marketing. We anticipate that during the first year, in order to
execute our business plan to any meaningful degree, we would need
to spend a minimum of $500,000 on such endeavors. We anticipate,
however, that we will be able to commence substantial operations
once we have raised a minimum of $250,000. We hope to raise
these funds. If we are unable to raise the funds
through equity investments we will seek alternative financing
through means such as borrowings from institutions or private
individuals. There can be no assurance that we will be able to
keep costs from being more than these estimated amounts or that
we will be able to raise such funds. Even if we sell all shares
offered through this registration statement, we may need to seek
additional financing in the future. However, we may not be able
to obtain additional capital or generate sufficient revenues to
fund our operations. If we are unable to obtain additional
capital or generate sufficient revenues to fund our operations we
expect that we will be required to seek protection from creditors
under applicable bankruptcy laws. Our independent auditor has
expressed substantial doubt about our ability to continue as a
going concern and believes that our ability is dependent on our
ability to implement our business plan, raise capital and
generate revenues. See Note 1 of our financial statements.
Uncertainties
- --------------
There is intense competition in the real estate investment
market with other companies that are much larger and both
national and international in scope and which have greater
financial resources than we have. At present, we require
additional capital to make our full entrance into this industry.
Forward Looking Statements
- ---------------------------
Certain statements in this report are forward-looking statements
within the meaning of the federal securities laws. Although the
Company believes that the expectations reflected in its forward-
looking statements are based on reasonable assumptions, there are
risks and uncertainties that may cause actual results to differ
materially from expectations. These risks and uncertainties
include, but are not limited to, identifying desirable
properties, negotiating desirable investment terms, changes in
the real estate market, changing interest rates, and a general
downturn in the economy.
Item 3. Controls and Procedures
The Company maintains disclosure controls and procedures
that are designed to ensure that information required to be
disclosed in the Company's 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 the Company's
management, including its 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, and management necessarily was
required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
During the 90-day period prior to the date of this report,
an evaluation was performed under the supervision and with the
participation of our Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon that evaluation,
the Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures
were effective. Subsequent to the date of this evaluation, there
have been no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls, and no corrective actions taken with regard to
significant deficiencies or material weaknesses in such controls.
Part II - Other Information.
Items 1-5.
There are no reportable events for Item 1 through Item 5.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on September 20, 2004.
MEDALLION CREST MANAGMENT, INC.
By: /s/ Sean Miller
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Sean Miller
Principal Executive Officer,
Principal Financial Officer
and Chairman
In accordance with the requirements of the Exchange Act, this
report has been signed by the following persons on behalf of the
registrant and in the capacities indicated on September 20, 2004.
/s/ Sean Miller Principal Executive Officer, Principal
- --------------------- Financial Officer,
Sean Miller Principal Accounting Officer and Director
/s/ Rose Cabasso Vice President, Secretary and Director
- ---------------------
Rose Cabasso