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 ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the transition period from __________ to _______________
Commission file number: 0-25811
Millennia Automated Products, Inc.
(Exact name of small business issuer as
specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
88-0405735
(IRS Employer Identification No.)
236 S. Rainbow Blvd., Suite 489, Las Vegas, NV 89128
(Address of principal executive offices)
(702) 363-0066
(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),
Yes [x] No [ ]
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: 200,600
Transitional Small Business Disclosure Format:
Yes [ ] No [x]
<PAGE> 1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited condensed financial statements presented herein have been
prepared by the Company in accordance with the instructions to Form 10-QSB
and do not include all of the information and note disclosures required by
generally accepted accounting principles. These condensed financial statements
should be read in conjunction with the audited financial statements and notes
thereto for the period ended December 31, 1998 included in the Company's Form
10-SB12G. The accompanying financial statements have not been examined by
independent accountants in accordance with generally accepted auditing
standards, but in the opinion of management such financial statements include
all adjustments (consisting only of normal recurring adjustments) necessary
to present fairly the Company's financial position and results of operations.
The results of operations for the nine months ended September 30, 1999 may not
be indicative of the results that may be expected for the year ending December
31, 1999.
<PAGE> 2
MILLENNIA AUTOMATED PRODUCTS, INC
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
(Unaudited)
September 30, 1999 and September 30, 1998
<PAGE> 3
TABLE OF CONTENTS
Page Number
ACCOUNTANT'S REPORT........................................ 1
FINANCIAL STATEMENT:
Balance Sheet........................................ 2
Statement of Operations and Deficit
Accumulated During the Development Stage............. 3
Statement of Changes in Stockholders' Equity......... 4
Statement of cash Flows.............................. 5
Notes to the Financial Statements.................... 6
<PAGE> 4
DAVID E. COFFEY 3651 Lindell Rd. - Suite A Las Vegas. NV 89103
CERTIFIED PUBLIC ACCOUNTANT (702) 871-3979
To the Board of Directors and Stockholders
of Millennia Automated Products, Inc.
Las Vegas, Nevada
I have compiled the balance sheet of Millennia Automated
Products, Inc. (a development stage company) as of September 30,
1999 and the related statements of operations, cash flows and
changes in stockholders' equity for the three months and nine
months ended September 30, 1999 and from inception on September
28, 1998 through September 30, 1999 in accordance with Statement
on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of
financial statements information that is the representation of
management. I have not audited or reviewed the accompanying
financial statements and, accordingly, do not express an opinion
or any other form of assurance on them.
/s/ DAVID COFFEY C.P.A.
David Coffey C.P.A.
October 22, 1999
<PAGE> 5
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
September 30, December 31,
1999 1998
------- ---------
(Unaudited)
Cash $ 33,405 $ 48,702
Organizational costs less accumulated
amortization 149 176
Deposits 109 0
---------- ---------
Total Assets $ 33,663 $ 48,878
========== =========
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable $ 1,850 $ 1,100
---------- ---------
Total Liabilities 1,850 1,100
Stockholders' Equity
Common stock, authorized 25,000,000 shares
at $.001 par value, issued and outstanding
200,600 shares 201 201
Additional paid-in capital 48,084 48,084
Deficit accumulated during
the development stage (16,472) (507)
---------- ---------
Total Stockholders' Equity 31,813 47,778
Total Liabilities and Stockholders' Equity $ 33,663 $ 48,878
========== =========
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE> 6
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
(Unaudited)
Inception
July 1, 1999 January 1, 1999 Sept. 28, 1998
To Sept. 30, 1999 To Sept. 30, 1999 To Sept. 30, 1999
----------------- ------------------ -----------------
Sales $ 0 $ 0 $ 0
Expenses
Amortization 9 27 36
Licenses and fees 85 193 278
Office expenses 0 0 68
Professional fees 2,650 15,355 15,355
Rent 0 390 585
Utilities 0 0 150
----------- ----------- -----------
Total expenses 2,744 15,965 16,472
Net loss (2,744) (15,965) $ (16,472)
===========
Retained deficit
beginning of period (13,728) (507)
----------- -----------
Deficit accumulated during
the development stage $ (16,472) $ (16,472)
=========== ===========
Earnings (loss) per share
Assuming dilution:
Net loss $ (.01) $ (.08) $ (.09)
=========== =========== ===========
Weighted average shares
outstanding 200,600 200,690 172,266
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 7
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM September 28, 1998 (Date of Inception)
To September 30, 1999
(Unaudited)
Additional
Common Paid-in
Shares Amount Capital Total
------- ------ ------- -----
Balance,
September 28, 1998 --- $ -- $ -- $ ---
Issuance of common
stock for cash 100,000 100 4,900 5,000
Issuance of common
stock for cash 100,600 101 50,199 50,300
Less offering costs 0 0 (7,015) (7,015)
Less net loss 0 0 0 (507)
-------- ------- --------- -------
Balance,
December 31, 1998 200,600 201 48,084 47,778
Less net loss 0 0 0 (6,614)
-------- ------- --------- -------
Balance,
March 31, 1999 200,600 201 48,084 41,164
Less net loss 0 0 0 (6,607)
-------- ------- --------- -------
Balance,
June 30, 1999 200,600 201 48,084 34,557
Less net loss 0 0 0 (2,744)
-------- ------- --------- -------
Balance,
September 30, 1999 200,600 $ 201 $ 48,048 $31,813
======== ======= ========= =======
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 8
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
From Inception
July 1, 1999 January 1, 1999 Sept. 28, 1998
To Sept. 30,1999 To Sept. 30, 1999 To Date Sept. 30,1999
---------------- ----------------- ---------------------
<S> <C> <C> <C>
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net loss $ (2,744) $ (15,965) $ (16,472)
Non-cash expenses included in net loss
Amortization 9 27 36
Adjustments to reconcile net loss to
cash used by operating activity
Deposits 0 (109) (109)
Accounts Payable (150) 750 1,850
NET CASH PROVIDED BY
OPERATING ACTIVITIES (2,885) (15,297) (14,695)
CASH FLOWS USED BY INVESTING ACTIVITIES
Organizational costs 0 0 185
---------- ----------- ------------
NET CASH USED BY
INVESTING ACTIVITIES 0 0 185
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 0 0 201
Additional paid-in capital 0 0 55,099
Less offering costs 0 0 (7,015)
---------- ----------- ------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0 48,285
NET INCREASE IN CASH (2,885) (15,297) $ 33,405
============
CASH AT BEGINNING OF PERIOD 36,290 48,702
---------- -----------
CASH AT END OF PERIOD $ 33,405 $ 33,405
========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 9
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 1999
NOTE TO THE FINANCIAL STATEMENTS
Millennia Automated Products, Inc. (the Company) has elected
to omit substantially all footnotes to the financial statements
for the three months and nine months ended September 30, 1999
since there have been no material changes (other than indicated
in the other footnotes) to the information previously reported by
the Company in the audited financial statements for the period
ended December 31, 1998.
UNAUDITED INFORMATION
The information furnished herein was taken from the books
and records of the Company without audit. However, such
information reflects all adjustments which are, in the opinion of
management, necessary to properly reflect the periods presented.
The information presented is not necessarily indicative of the
results from operations expected for the full fiscal year.
-6-
<PAGE> 10
Item 2. Management's Discussion and Analysis or Plan of Operation
This Form 10-QSB includes, without limitation, certain statements
containing the words "believes", "anticipates", "estimates", and words of a
similar nature, which constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. This Act
provides a "safe harbor" for forward-looking statements to encourage companies
to provide prospective information about themselves so long as they identify
these statements as forward looking and provide meaningful, cautionary
statements identifying important factors that could cause actual results to
differ from the projected results. All statements other than statements of
historical fact made in this Form 10-QSB are forward-looking. In particular,
the statements herein regarding the future purchase of equipment, hiring
additional personnel, potential contracts with third parties, future cash
requirements, future profitability and year 2000 issues are forward-looking
statements. Forward-looking statements reflect management's current
expectations and are inherently uncertain. The Company's actual results may
differ significantly from management's expectations.
GENERAL
The Company's billing and phone services are located at 236 S. Rainbow
Blvd., Suite 489, Las Vegas, Nevada 89128. The Company's principal business
location is at 5800 W. Charleston, #1035, Las Vegas, Nevada, where it is in
business to provide vending services to the greater Las Vegas area.
The Company's fiscal year end is December 31 of each year.
During the quarter ended September 30, 1999, the Company's cash assets
decreased from $36,290 at the end of the second quarter to $33,405. This
decrease of $2,885 is due in large part to the expenditure of $2,650 in
professional fees related to the preparation and filing of the Company's Form
10-SB.
The Company has not yet purchased or placed equipment; therefore, no
income was generated during the quarter ended September 30, 1999.
PLAN OF OPERATION
The Company's plan of operation during the next twelve months is
dependent upon management's ability to purchase, place and service vending
machines. The Company has planned to purchase used Vendesign Four-in-One Candy
Carousel machines. At this time, however, management has not located
economically-priced machines.
Management is currently looking into the purchase or lease of used
vending machines located in Las Vegas Area. The Company has located two
different styles of machines: Evervend EV 100 and mini-vend smv1. Management
is currently working on the purchase or lease of these Machines. No agreements
have been made by the Company for the above stated machines. Management of
the Company has not yet determined how many machines it will begin operations
with. At this time, management of the Company does not anticipate hiring
employees in the near future until placement of the machines begins. The
addition of employees, if any, will be dictated on the number of machines in
service.
<PAGE> 11
Management of the Company is currently seeking a locator company
that specializes in placing vending machines in high profile
locations. Management intends to evaluate the feasibility of using
such a service once enough information is collected with which to
evaluate. The Company has not yet entered into any negotiation or
agreements with any such service.
During the next twelve months, the Company's cash requirements will
include its lease payments on the Company's office space and possibly a lease
on rental space for the storage and refurbishing of machines in Las Vegas,
Nevada, as well as miscellaneous overhead. Management believes that the
Company's existing cash resources and cash to be generated from operations
will be sufficient to fund the Company's ongoing operations through the
remainder of 1999 and be sufficient to provide for the foregoing cash
requirements for day to day operations in the next twelve months. There is no
guarantee that the budgeted funds will be sufficient to achieve these goals.
ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-QSB REFLECT
MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND INVOLVE RISKS
AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY MATERIALLY.
Year 2000 Compliance
Management believes that the Company's accounting and operational systems
are year 2000 compliant. The Company is not dependent on computers other than
for its internal bookkeeping which is done on a system that is Year 2000
compliant, Microsoft Office2000. The Company has no relationship with any
third parties which are not Y2K compliant. The Company's bank has reported
that it is Year 2000 compliant.
Computer experts have concerns over "embedded" devices, imbedded
controllers, and any other digital device failing due to the onset of the new
millennium. The year 2000 poses a threat to these devices because of a
manufacturing oversight that did not take into consideration that on January
1, 2000, all computer components made prior to 1995 may not have the capacity
to acknowledge the new millennium. Consequently, computer components without
such capacity may "shut down" or malfunction.
To save on operation costs, management has provided to the Company,
without charge, the use of a personal computer and other miscellaneous office
equipment, which is Year 2000 compliant. Of the equipment management foresees
purchasing in the coming months, it is expected that it will be Year 2000
compliant, if applicable.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Item # Description
------ ------------
27 Financial Data Schedule
(b) Reports on Form 8-K
No Reports on Form 8-K have been filed for the quarter ended
September 30, 1999.
<PAGE> 12
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.
MILLENNIA AUTOMATED PRODUCTS, INC.
Date: November 11, 1999 By: /s/ KENT A. EVANS
Kent A. Evans
President, Secretary/Treasurer
Chief Executive Officer, Chief
Financial Officer, Chairman of
the Board of Directors and
duly authorized officer
<PAGE> 13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 33,405
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 258
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 33,663
<CURRENT-LIABILITIES> 1,850
<BONDS> 0
0
0
<COMMON> 201
<OTHER-SE> 31,612
<TOTAL-LIABILITY-AND-EQUITY> 33,663
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 15,965
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (15,965)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,965)
<EPS-BASIC> (.08)
<EPS-DILUTED> (.08)
</TABLE>
