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 June 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 [ ] No [x]
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 six months ended June 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)
<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 H 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 June 30, 1999
and the related statements of operations, cash flows and changes in
stockholders' equity for the three months and six months ended June
30, 1999 and from inception on September 28, 1998 through June 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.
July 19, 1999
<PAGE> 5
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
June 30, December 31,
1999 1998
------- ---------
(Unaudited)
Cash $ 36,290 $ 48,702
Organizational costs less accumulated
amortization 158 176
Deposits 109 0
------ ------
Total Assets $ 36,557 $ 48,878
====== ======
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable $ 2,000 $ 1,100
----- -----
Total Liabilities 2,000 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 (13,728) 507
------ ------
Total Stockholders' Equity 34,557 47,778
Total Liabilities and Stockholders' Equity $ 36,557 $ 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
April 1, 1999 January 1, 1999 Sept. 28, 1998
To June 30, 1999 To June 30, 1999 To June 30, 1999
----------------- -------------- --------------
Sales $ 0 $ 0 $ 0
Expenses
Amortization 9 18 27
Advertising 0 0 125
Licenses and fees 108 108 193
Office expenses 0 0 68
Professional fees 6,100 12,705 12,705
Rent 390 390 585
Utilities 0 0 150
----- ----- -----
Total expenses 6,607 13,221 13,728
Net loss (6,607) (13,221) $ (13,728)
======
Retained deficit
beginning of period ( 7,121) (507)
------- ------
Deficit accumulated during
the development stage $ (13,728) $ (13,728)
====== ======
Earnings (loss) per share
Assuming dilution:
Net loss $ (.03) $ (.07) $ (.09)
====== ====== ======
Weighted average shares
outstanding 200,600 200,600 160,360
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 7
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
From Inception
April1, 1999 January 1, 1999 Sept. 28, 1998
To June 30,1999 To June 30, 1999 To Date June 30,1999
----------- --------------- --------------
<S> <C> <C> <C>
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net loss $ (6,607) $ (13,221) $ (13,728)
Non-cash expenses included in net loss
Amortization 9 18 27
Adjustments to reconcile net loss to
cash used by operating activity
Deposits (109) (109) (109)
Accounts Payable (500) 900 2,000
NET CASH PROVIDED BY
OPERATING ACTIVITIES 7,207 (12,412) (11,810)
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 (7,207) (12,412) $ 36,290
=====
CASH AT BEGINNING OF PERIOD 43,497 48,702
------ ------
CASH AT END OF PERIOD $ 36,290 $ 36,290
====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 8
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM September 28, 1998 (Date of Inception)
To June 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
====== === ====== ======
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 9
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
June 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 six months ended June 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 reflects of 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 profitablity 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 currently operates at 236 S. Rainbow Bl., Suite 489, Las
Vegas, Nevada 89128. The Company's principal business is providing vending
services to the greater Las Vegas area, as well as southern Nevada. The
Company's fiscal year end is December 31 of each year.
During the quarter ended June 30, 1999, the Company's cash assets
decreased from $43,497 at the end of the first quarter to $36,290. This
decrease of $7,207 is due in large part to the expenditure of $6,100 in
professional fees related to the preparation and filing of the
Company's Form 10-SB. As the Company has not yet purchased and placed
equipment, no income was generated during the quarter ended June 30, 1999.
PLAN OF OPERATION
During the next twelve months the Company's plan of operation is
dependent upon management's ability to purchase, place and service the
Company's vending machines. The Company plans to purchase used Vendesign
Four-in-One Candy Carousel machines. At this time, management has not located
economically-priced machines and, therefore, has not entered into any purchase
contracts. Management of the Company has budgeted $7,500 for the purchase of
machines and expects to pay between $150 and $200 per machine. At this time,
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
The Company, in the next twelve months, is looking to implement the
services of J & S Vending & Locating as an additional avenue for placement
of vending machines in high profile areas. At this time, however, the Company
has not entered into any contracts with J & S Vending & Locating. J & S Vending
& Locating, a division of The J & S Group of Cedar Hills, TX., offers the
following services which the company feels are beneficial for growth and
expansion:
1) The right to reject any location up front for any reason.
2) 45 day on site guarantee - if you lose that location for any
reason within the 45 days, J & S Vending and Locating will
replace that location at no charge.
3) 30 day guarantee - if the machine makes $10.00 or less, then J
& S Vending & Locating will replace that location at no
charge.
During the next twelve months, the Company's cash requirements will
include its lease payments on the Company's office space in Las Vegas,
Nevada, as well as miscellaneous overhead. Management believes that the
Company's existing cash resources and cash 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.
Management believes that it will not achieve profitability until it is
able to realize approximately $5,000 in gross sales per month. The Company
has no guarantee that it will be able to achieve this goal in the next
twelve months.
The Company may require additional funds and time to achieve these
goals. Even if the Company begins generating revenues, it could require
additional funding for expansion. The Company may find it difficult to
succeed in securing additional financing. The Company may be able to
attract some private investors, or an officer and/or director may be
willing to make additional cash contributions, advancements or loans. Or,
as an alternative, the Company could attempt some form of debt or equity
financing.
<PAGE> 12
YEAR 2000 ISSUES
- -----------------
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 4. Submission of Matters to a Vote of Security Holders.
On June 30, 1999, two shareholders of the Company executed a Written
Consent in Lieu of a Special Meeting of the Shareholders whereby these
shareholders approved the amendment and restatement of the Company's by-laws.
Such amended and restated by-laws were filed with the Securities and Exchange
Commission in the Company's First Amendment to the Registration Statement filed
on Form 10-SB12G. These two shareholders represented 110,000 shares, or
54.8%, of the issued and outstanding 200,600 shares of the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Item # Description
------ ------------
27 Financial Data Schedule
<PAGE> 13
(b) Reports on Form 8-K
No Reports on Form 8-K have been filed for the quarter ended
June 30, 1999.
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: August 2, 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> 14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001076049
<NAME> MILLENNIA AUTOMATED PRODUCTS INC
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 36,290
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 36,290
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 36,557
<CURRENT-LIABILITIES> 2,000
<BONDS> 0
0
0
<COMMON> 201
<OTHER-SE> 34,356
<TOTAL-LIABILITY-AND-EQUITY> 36,557
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,221
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (13,221)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,221)
<EPS-BASIC> (.066)
<EPS-DILUTED> (.066)
</TABLE>
