UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
- --------------------------------------------------------------------------------
(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --------- ACT OF 1934
For the quarterly period ended March 31, 1999
- -------- TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934
For the transition period from ______________ to _____________
- --------------------------------------------------------------------------------
Commission File Number: 333-39629
OMNI DOORS, INC.
(Exact name of small business issuer as specified in its charter)
Florida 59-2549529
------------------------ -------------------------
(State of incorporation) (IRS Employer ID Number)
30 Rockefeller Plaza, 19th Floor, New York NY 10112
(Address of principal executive offices)
(212) 332-7222
----------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or 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
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: April 29, 1999: 11,400,000
Transitional Small Business Disclosure Format (check one): YES NO X
<PAGE>
OMNI DOORS, INC.
Form 10-QSB for the Quarter ended March 31, 1999
Table of Contents
Page
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 8
Part II - Other Information
Item 1 Legal Proceedings 9
Item 2 Changes in Securities 9
Item 3 Defaults Upon Senior Securities 9
Item 4 Submission of Matters to a Vote of Security Holders 9
Item 5 Other Information 9
Item 6 Exhibits and Reports on Form 8-K 9
2
<PAGE>
<TABLE>
<CAPTION>
Part 1 - Item 1 - Financial Statements
OMNI DOORS, INC.
BALANCE SHEETS
March 31, 1999 and 1998
(Unaudited)
1999 1998
--------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash on hand and in bank $ 37,434 $ 29,837
Net current assets of discontinued operations -- 148,365
--------- ---------
Total current assets 37,434 178,202
--------- ---------
PROPERTY AND EQUIPMENT - AT COST
Office furniture and equipment 71,164 --
Accumulated depreciation (5,930) --
--------- ---------
Net property and equipment 65,234 --
--------- ---------
OTHER ASSETS
Net other assets of discontinued operations -- 15,594
--------- ---------
Total other assets -- 15,594
--------- ---------
TOTAL ASSETS $ 102,668 $ 193,796
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Deferred consulting fees $ 200,000 $ --
Net current liabilities of discontinued operations -- 38,553
--------- ---------
Total current liabilities 200,000 38,553
--------- ---------
LONG-TERM LIABILITIES
Net other liabilities of discontinued operations -- 813
--------- ---------
Total liabilities 200,000 39,366
--------- ---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock - no par value. 25,000,000 shares
authorized. 11,400,000 shares issued and
outstanding, respectively 55,767 55,767
Additional paid-in capital 172,463 172,463
Retained earnings (325,562) (73,800)
--------- ---------
Total shareholders' equity (97,332) 154,430
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 102,668 $ 193,796
========= =========
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
3
<PAGE>
<TABLE>
<CAPTION>
OMNI DOORS, INC.
STATEMENTS OF OPERATIONS
Nine and Three months ended March 31, 1999 and 1998
(Unaudited)
Nine months Nine months Three months Three months
ended ended ended ended
March 31, March 31 March 31, March 31,
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES
Related party sources $ 200,000 $ -- $ 50,000 $ --
------------ ------------ ------------ ------------
OPERATING EXPENSES
General and administrative expenses 291,402 -- 64,774 --
Depreciation and amortization 5,930 -- 5,930 --
------------ ------------ ------------ ------------
Total operating expenses 297,332 -- 70,704 --
------------ ------------ ------------ ------------
(LOSS) FROM OPERATIONS (97,332) -- (20,704) --
OTHER INCOME (EXPENSES) -- -- -- --
------------ ------------ ------------ ------------
(LOSS) BEFORE DISCONTINUED
OPERATIONS AND PROVISION
FOR INCOME TAXES (97,332) -- (20,704) --
DISCONTINUED OPERATIONS
Net operations of commercial door
business, net of income taxes -- (31,810) -- (8,151)
------------ ------------ ------------ ------------
(LOSS) BEFORE PROVISION
FOR INCOME TAXES (97,332) (31,810) (20,704) (8,151)
PROVISION FOR INCOME TAXES -- -- -- --
------------ ------------ ------------ ------------
NET (LOSS) $ (97,332) $ (31,810) $ (20,704) $ (8,151)
============ ============ ============ ============
(Loss) per share of common
stock outstanding - basic
and fully diluted $ (0.01) nil nil nil
============ ============ ============ ============
Weighted-average number of
shares outstanding 11,400,000 11,400,000 11,400,000 11,400,000
============ ============ ============ ============
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
4
<PAGE>
<TABLE>
<CAPTION>
OMNI DOORS, INC.
STATEMENTS OF CASH FLOWS
Nine months ended March 31, 1999 and 1998
(Unaudited)
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (97,332) $ (31,810)
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 5,930 3,638
(Increase) decrease in
Current assets of discontinued operations -- 27,437
Increase (decrease) in
Deferred consulting fees 200,000 --
Current liabilities of discontinued operations -- (5,554)
--------- ---------
Net cash provided by operating activities 108,598 (6,289)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of office furniture and equipment (71,164) --
Net change in other assets of discontinued operations -- (991)
--------- ---------
Net cash used in investing activities (71,164) (991)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in other liabilities of discontinued operations -- (3,250)
--------- ---------
Net cash used in financing activities -- (3,250)
--------- ---------
INCREASE IN CASH AND CASH EQUIVALENTS 37,434 (10,530)
Cash and cash equivalents at beginning of period -- 40,367
--------- ---------
Cash and cash equivalents at end of period $ 37,434 $ 29,837
========= =========
SUPPLEMENTAL DISCLOSURES OF
INTEREST AND INCOME TAXES PAID
Interest paid during the period $ -- $ 394
========= =========
Income taxes paid (refunded) $ -- $ --
========= =========
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
5
<PAGE>
OMNI DOORS, INC.
Notes to Financial Statements
Note 1 - Basis of Presentation
Omni Doors, Inc. (Company) was incorporated on July 19, 1985 under the laws of
the State of Florida. At June 30, 1998, the Company's sole business was the
assembly and distribution of commercial doors for sale to building contractors
in the South Florida market.
On July 10, 1998, Millennia, Inc, the Company's former parent company,
incorporated a new wholly-owned subsidiary, Millennia Doors, Inc. (a Texas
corporation), whereby the assets, liabilities and operations then conducted by
the Company could be transferred into this new corporation, effective at the
opening of business on July 1, 1998.
Pursuant to a contract dated July 14, 1998, Millennia sold approximately
10,260,000 shares of the Company to an unrelated entity, China Economic Growth
Investment Corp. LLC. It is the intent of the new controlling shareholder to
acquire by merger, acquisition or other combining method an operating business
with a history of profitable operations.
During interim periods, the Company follows the accounting policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the Securities and Exchange Commission. Users
of financial information provided for interim periods should refer to the annual
financial information and footnotes contained in its Annual Report Pursuant to
Section 13 or 15(d) of The Securities Exchange Act of 1934 on Form 10-KSB when
reviewing the interim financial results presented herein.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending June 30, 1999.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure 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.
Note 2 - Summary of Significant Accounting Policies
a.) Cash and cash equivalents
-------------------------
The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.
b.) Property and equipment
----------------------
Property and equipment is recorded at historical cost. These costs are
depreciated over the estimated useful lives of the individual assets using
the straight-line method.
Gains and losses from disposition of property and equipment are recognized
as incurred and are included in operations.
6
<PAGE>
OMNI DOORS, INC.
Notes to Financial Statements - Continued
Note 2 - Summary of Significant Accounting Policies - Continued
c). Accounting principles adopted and pending adoption
--------------------------------------------------
In June 1997, the Financial Accounting Standards Board released Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income", (SFAS130) which established standards for reporting and
displaying comprehensive income and its components (revenues, expenses,
gains and losses) in a full set of general purpose financial statements.
SFAS130 requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be reported in
a financial statement that is displayed with the same prominence as other
financial statements. SFAS130 was effective for periods beginning after
December 15, 1997. The Company does not have any items which would be
required to be presented in this separate statement and experienced no
material impact from this change in presentation of its financial
statements.
In June 1997, the Financial Accounting Standards Board released Statement
of Financial Accounting Standards No. 131, "Disclosures About Segments of
an Enterprise and Related Information", (SFAS131) which establishes
revised standards for the method in which public business enterprises are
to report information about operating segments in their annual financial
statements and requires those enterprises to report selected information
about operating segments in interim financial reports issued to
shareholders. This statement also revises the related disclosures about
products and services, geographic areas and major customers. SFAS131
replaces the "industry segment" concept established in Statement of
Financial Accounting Standard No. 14 with a "management approach" concept
as the basis for identifying reportable segments. SFAS131 is effective for
financial statements for annual periods beginning after December 31, 1997
and for interim periods presented after December 31, 1998. The Company
does not anticipate a material impact from this change in disclosure
presentation in its financial statements upon adoption of this standard.
Note 3 - Prepaid consulting fees
During August 1998, the Company entered into a consulting arrangement with a
related entity to provide "professional services in conjunction with the merger
and acquisition transactions, direct investment project development, portfolio
management in US money and capital markets and other investment banking
businesses." Due to the related party nature of this agreement, revenue is
recognized only when services have been rendered by the Company.
(Remainder of this page left blank intentionally)
7
<PAGE>
Part I - Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Caution Regarding Forward-Looking Information
- ---------------------------------------------
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
Results of Operations
- ---------------------
With the change in control of the Company as of July 14, 1998 and the related
transfer of all operating activities effective on July 1, 1998, the Company had
no continuing operations.
During August 1998, the Company entered into a consulting arrangement with a
related entity to provide "professional services in conjunction with the merger
and acquisition transactions, direct investment project development, portfolio
management in US money and capital markets and other investment banking
businesses." Due to the related party nature of this agreement, revenue will be
recognized only when services are rendered by the Company. As of March 31, 1999,
the Company has performed designated services related to this Agreement and has
recognized revenues equal to $200,000 through the third quarter of Fiscal 1999.
Additionally, during the second quarter of Fiscal 1999, the related entity
directed the Company to redirect approximately $100,000 of the initial advance
to another entity.
Further, the Company, and its current controlling shareholder(s), intend to also
seek to acquire by merger, acquisition or other combining method an operating
business with a history of profitable operations.
During the nine and three months ended March 31, 1999, respectively, the Company
experienced a net (loss) of approximately $(97,000) and $(21,000) which are a
result of incurred general and administrative expenses and the timing of revenue
recognition for services preformed for a related party. The Company anticipates
incurring similar expenditure levels in future periods. Future revenue
recognition will relate to consulting services for related parties as previously
discussed.
Liquidity and Capital Requirements
- ----------------------------------
In August 1998, the Company received a cash deposit of approximately $500,000
from a related entity related to the consulting arrangement discussed above.
During the second quarter of Fiscal 1999, the related entity directed the
Company to redirect $100,000 of this initial deposit to another entity. The
Company anticipates that these funds will be sufficient to sustain the
day-to-day operations of the Company in the foreseeable future.
The Company has identified no significant capital requirements for the current
annual period. Liquidity requirements mandated by future business expansions or
acquisitions, if any are specifically identified or undertaken, are not readily
determinable at this time as no substantive plans have been formulated by
management.
8
<PAGE>
Year 2000 Considerations
- ------------------------
The Year 2000 (Y2K) date change is believed to affect virtually all computers
and organizations. The Company has undertaken a comprehensive review of its
information systems, including personal computers, software and peripheral
devices, and its general communications systems. The Company has no direct
electronic links with any customer or supplier. In addition, the Company has
held discussions with certain of its software suppliers with respect to the Y2K
date change. While the Company has not completed its detailed review, as a
preliminary assessment, the Company believes, as of the date of this filing,
that it will not be required to modify or replace significant portions of its
software and any such modifications or replacements are, or will be, readily
available. The Company anticipates that it will complete its detailed review by
June 30, 1999 and complete any modifications, upgrades or replacements during
the third quarter of 1999.
The Company is also planning to hold discussions with its significant suppliers,
shippers, customers and other external business partners related to their
readiness for the Y2K date change.
The Company does not expect the costs associated with the Y2K date change
compliance to have a material effect on its financial position or its results of
operations. There can be no assurance until January 1, 2000, however, that all
of the Company's systems, and the systems of its suppliers, shippers, customers
or other external business partners will function adequately.
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None.
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings of
shareholders during the reporting period.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
None
9
<PAGE>
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.
OMNI DOORS, INC.
April 30 , 1999 /s/ Sophia Yao
-------- ------------------------------
Sophia Yao
President, Director and
Chief Accounting Officer
10
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<LEGEND>
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<CIK> 0001049011
<NAME> Omni Doors, Inc.
<MULTIPLIER> 1
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 37434
<SECURITIES> 0
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<TOTAL-ASSETS> 102668
<CURRENT-LIABILITIES> 200000
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0
0
<COMMON> 55767
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