UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
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(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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For the quarterly period ended December 31, 1998
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: 333-39629
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OMNI DOORS, INC.
(Exact name of small business issuer as specified in its charter)
Florida 59-2549529
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(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)
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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: January 27, 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 December 31, 1998
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
December 31, 1998 and 1997
(Unaudited)
1998 1997
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<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash on hand and in bank $ 102,208 $ 25,110
Net current assets of discontinued operations -- 159,102
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Total current assets 102,208 184,212
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PROPERTY AND EQUIPMENT - NET 71,164 --
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OTHER ASSETS
Net other assets of discontinued operations -- 16,458
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Total other assets -- 16,458
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TOTAL ASSETS $ 173,372 $ 200,670
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Net current liabilities of discontinued operations -- 36,058
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Total current liabilities -- 36,058
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LONG-TERM LIABILITIES
Net other liabilities of discontinued operations -- 2,031
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Total liabilities -- 38,089
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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 472,463 172,463
Retained earnings (354,858) (65,649)
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Total shareholders' equity 173,372 162,581
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 173,372 $ 200,670
========= =========
</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
Six and Three months ended December 31, 1998 and 1997
(Unaudited)
Six months Six months Three months Three months
ended ended ended ended
December 30, December 30, December 30, December 30,
1998 1997 1998 1997
------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
REVENUES
Related party sources $ 0 $ -- $ 0 $ --
------------ ------------ ------------ ------------
OPERATING EXPENSES
General and administrative expenses 126,628 -- 110,673 --
------------ ------------ ------------ ------------
INCOME (LOSS) FROM
OPERATIONS (126,628) -- (110,673) --
OTHER INCOME (EXPENSES) -- -- -- --
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE
DISCONTINUED OPERATIONS
AND PROVISION FOR INCOME
TAXES (126,628) -- (110,673) --
DISCONTINUED OPERATIONS
Net operations of commercial door
business, net of income taxes -- (23,659) -- (18,412)
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE
PROVISION FOR INCOME
TAXES (126,628) (23,659) (110,673) (18,412)
PROVISION FOR INCOME TAXES -- -- -- --
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (126,628) $ (23,659) $ (110,673) $ (18,412)
============ ============ ============ ============
Earnings (Loss) per share of
common stock outstanding -
basic and fully diluted $ (0.01) nil (0.01) 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
Six months ended December 31, 1998 and 1997
(Unaudited)
1998 1997
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ (126,628) $ (23,659)
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization -- 2,426
Provision for bad debts -- 5,000
(Increase) decrease in
Current assets of discontinued operations -- 12,404
Deferred consulting fees -- --
Current liabilities of discontinued operations -- (8,405)
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Net cash provided by operating activities (126,628) (12,234)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of other assets (71,164) --
Net change in other assets of discontinued operations -- (991)
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Net cash used in investing activities (71,164) (991)
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CASH FLOWS FROM FINANCING ACTIVITIES
Additional paid-in capital (shareholder contribution) 300,000 --
Net change in other liabilities of discontinued operations -- (2,032)
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Net cash from (used) in financing activities 300,000 (2,032)
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INCREASE IN CASH AND CASH EQUIVALENTS 102,208 (15,257)
Cash and cash equivalents at beginning of period -- 40,367
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Cash and cash equivalents at end of period $ 102,208 $ 25,110
========= =========
SUPPLEMENTAL DISCLOSURES OF
INTEREST AND INCOME TAXES PAID
Interest paid during the period $ -- $ 789
========= =========
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 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) 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.
6
<PAGE>
OMNI DOORS, INC.
Notes to Financial Statements - Continued
Note 2 - Summary of Significant Accounting Policies - Continued
a) Accounting principles adopted and pending adoption - continued
--------------------------------------------------
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 - Additional Capital Contribution
During August 1998, a related entity controlled by a major shareholder of the
Company made $500,000 transfer of funds into the company, where $300,000 is a
capital contribution by this shareholder. $100,000 of the deposit was returned
back to the related entity. And during the second quarter of Fiscal 1999,
$100,000 redirected according to the request by the related entity.
(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
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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 has
no operations.
During August 1998, a related entity controlled by a major shareholder of the
Company made $500,000 transfer of funds into the company, where $300,000 is a
capital contribution by this shareholder. $100,000 of the deposit was returned
back to the related entity. And during the second quarter of Fiscal 1999,
$100,000 redirected according to the request by the related 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 six and three months ended December 31, 1998, respectively, the
Company experienced a net (loss) income of approximately $(127,000) and $39,000
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. $300,000 was contributed as additional paid-in capital.
The $100,000 of which is returned back to the related party. During the second
quarter of Fiscal 1999, the related entity directed the Company to redirect
$100,000 of this short-term debt 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>
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
(The remainder of this page is left blank intentionally)
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.
September 9 , 1999 /s/ Zuxiang Huang
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Zuxiang Huang
Vice Chairman
Chief Financial Officer
10
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<ARTICLE> 5
<CIK> 0001049011
<NAME> OMNI DOORS, INC.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 102208
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 102208
<PP&E> 71164
<DEPRECIATION> 0
<TOTAL-ASSETS> 173372
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 55767
<OTHER-SE> 117605
<TOTAL-LIABILITY-AND-EQUITY> 173372
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 126628
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (126628)
<INCOME-TAX> 0
<INCOME-CONTINUING> (126628)
<DISCONTINUED> 0
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<CHANGES> 0
<NET-INCOME> (126628)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
