SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2000
Commission file number 000-25811
MILLENNIA AUTOMATED PRODUCTS, INC.
________________________________________________________________
(Exact name of small business issuer as specified in its charter)
Nevada 88-0405735
____________________________ ________________________________
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization
236 So. Rainbow Blvd, Ste. 489, Las Vegas, Nevada 89128
________________________________________________ _____________
(Address of principal executive offices) (Zip Code)
(702) 363-0066
________________________________________________
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file
such reports) Yes [XX] No [ ], and (2) has been subject to such filing
requirements for the past 90 days. Yes [XX] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
As of the date hereof, the issuer had outstanding 200,600 shares of its
Common Stock, $0.001 par value.
1
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements of Millennia Automated Products,Inc.
a Nevada corporation (the "Company"), as of June 30, 2000 were prepared by
Management and commence on the following page. In the opinion of Management
the financial statements fairly present the financial condition of the
Company.
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2000, AND JUNE 30, 1999
<PAGE> 2
TABLE OF CONTENTS
Page Number
FINANCIAL STATEMENT
Balance Sheets ................................................2
Statements of Operations and Deficit
Accumulated During the Development Stage.......................3
Statement of Changes in Stockholders' Equity...................4
Statements of Cash Flows.......................................5
Notes to the Financial Statements .............................6-7
<PAGE> 3
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
June 30, June 30,
2000 1999
-------------- -------------
ASSETS
Cash $ 155 $ 36,290
Deposits 109 109
-------------- -------------
Total Assets $ 264 $ 36,399
============== =============
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable $ 6,350 $ 2,000
Advances from stockholders 1,000 0
-------------- -------------
Total Liabilities 7,350 2,000
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 (55,371) (13,886)
-------------- -------------
Total Stockholders' Equity (7,086) 34,399
Total Liabilities and Stockholders' Equity $ 264 $ 36,399
============== =============
The accompanying notes are an integral part of
these financial statements.
- 2 -
<PAGE> 4
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
(With Cumulative Figures From Inception)
<TABLE>
<CAPTION>
For the three months For the six months Inception,
ended June 30, ended June 30, Sep.28,1998 to
2000 1999 2000 1999 June 30, 2000
---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Sales $ 0 $ 0 $ 0 $ 0 $ 0
Cost of sales 0 0 0 0 0
---------- ---------- ---------- ---------- ------------
Gross margin 0 0 0 0 0
Expenses
Organizational expenses 0 0 0 0 185
Consulting 1,500 5,500 3,000 8,500 42,350
Licenses and fees 0 108 0 108 278
Office expenses 0 0 0 0 68
Professional fees 250 600 2,500 4,205 11,755
Rent 0 390 0 390 585
Utilities 0 0 0 0 150
---------- ---------- ---------- ---------- ------------
Total expenses 1,750 6,598 5,500 13,203 55,371
Net income (loss) (1,750) (6,598) (5,500) (13,203) $ (55,371)
============
Deficit accumulated,
beginning of period (53,621) (7,288) (49,871) (683)
---------- ---------- ---------- ----------
Deficit accumulated during
the development stage $ (55,371) $ (13,886) $ (55,371) $ (13,886)
========== ========== ========== ==========
Earnings (loss) per share
assuming dilution: $ (0.01) $ (0.03) $ (0.03) $ (0.07) $ (0.29)
========== ========== ========== ========== ===========
Weighted average shares 200,600 200,600 200,600 200,600 191,019
========== ========== ========== ========== ===========
The accompanying notes are an integral part of
these financial statements.
- 3 -
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 28, 1998, (Date of Inception) TO
JUNE 30, 2000
Additional
Common Stock Paid-in
Shares Amount Capital Total
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance, September 28, 1998 - $ - $ - $ -
Issuance of common stock for cash
October, 1998 100,000 100 4,900 5,000
Issuance of common stock for cash
December, 1998 100,600 101 50,199 50,300
Less offering costs 0 0 (7,015) (7,015)
Less net loss 0 0 0 (683)
---------- ---------- ---------- ----------
Balance, December 31, 1998 200,600 201 48,084 47,602
Less net loss 0 0 0 (49,188)
---------- ---------- ---------- ----------
Balance, December 31, 1999 200,600 201 48,084 (1,586)
Less net loss 0 0 0 (5,500)
---------- ---------- ---------- ----------
Balance, June 30, 2000 200,600 201 48,084 (7,086)
========== ========== ========== ==========
The accompanying notes are an integral part of
these financial statements
- 4 -
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(With Cumulative Figures From Inception)
For the three months For the six months Inception,
ended June 30, ended June 30, Sep.28,1998 to
2000 1999 2000 1999 June 30, 2000
---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES
Net Loss $ (1,750) $ (6,598) $ (5,500) $ (13,203) $ (55,371)
Non-cash items included in net loss 0 0 0 0 0
Adjustments to reconcile net loss to
cash used by operating activity
Increase in Deposits 0 (109) 0 (109) (109)
Increase in Accounts Payable 1,500 (500) 3,000 900 6,350
---------- ---------- ---------- ---------- ------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (250) (7,207) (2,500) (12,412) (49,130)
CASH FLOWS USED BY 0 0 0 0 0
INVESTING ACTIVITIES
---------- ---------- ---------- ---------- ------------
NET CASH USED BY
INVESTING ACTIVITIES 0 0 0 0 0
CASH FLOWS FROM
FINANCING ACTIVITIES
Advances from stockholders 250 0 1,000 0 1,000
Sale of common stock 0 0 0 0 201
Paid-in capital 0 0 0 0 55,099
Less offering costs 0 0 0 0 (7,015)
---------- ---------- ---------- ---------- ------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 250 0 1,000 0 49,285
NET INCREASE IN CASH 0 (7,207) (1,500) (12,412) $ 155
============
CASH AT BEGINNING OF PERIOD 155 43,497 1,655 48,702
---------- ---------- ---------- ----------
CASH AT END OF PERIOD $ 155 $ 36,290 $ 155 $ 36,290
========== ========== ========== ==========
The accompanying notes are an integral part of
these financial statements.
-5-
</TABLE>
<PAGE> 7
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000, AND JUNE 30, 1999
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on September 28, 1998, under
the laws of the State of Nevada. The business purpose of
the Company is to provide vending services to Las Vegas and the
Southern Nevada area.
The Company will adopt accounting policies and procedures
based upon the nature of future transactions.
NOTE B OFFERING COSTS
Offering costs are reported as a reduction in the amount of
paid-in capital received for sale of the shares.
NOTE C EARNINGS (LOSS) PER SHARE
Basic EPS is determined using net income divided by the
weighted average shares outstanding during the period.
Diluted EPS is computed by dividing net income by the
weighted average shares outstanding, assuming all dilutive
potential common shares were issued. Since the Company
has no common shares that are potentially issuable, such as
stock options, convertible securities or warrants, basic and
diluted EPS are the same.
NOTE D COMMON STOCK
In October of 1998 the Company issued 100,000 shares of its
common stock to one of its officers at $.05 per share for a
total of $5,000.
In December of 1998 the Company sold 100,600 shares of its
common stock at $.50 per share for a total of $50,300. The net
proceeds were to be used to provide vending services to Las
Vegas and the Southern Nevada area.
NOTE E RELATED PARTY TRANSACTIONS
In October of 1998 the Company issued 100,000 shares of its
common stock to one of its officers at $.05 per share for a
total of $5,000.
- 6 -
<PAGE> 8
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000 AND JUNE 30, 1999
(continued)
NOTE E RELATED PARTY TRANSACTIONS (continued)
In October of 1999 the Company entered into a consulting
agreement with a company owned by some of its shareholders.
That agreement provided that the consulting company would
advise Millennia Automated Products, Inc., on the raising of funds
as a public company, introducing potential acquisition candidates,
and introducing Millennia Automated Products, Inc., to potential
investors. The amount of the consulting agreement paid by
Millennia Automated Products, Inc., to the consulting company
was $30,000.
As of June 30, 2000, the Company's president had advanced
$1,000 to the Company for working capital purposes.
- 7 -
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
PLAN OF OPERATION
The following discussion provides information which Management believes
is relevant to an assessment and understanding of the Company's plan of
operation. This discussion should be read in conjunction with the Company's
financial statements and notes.
Forward Looking Statements
-------------------------
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, and future profitability 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 out of 236 South Rainbow Blvd., Suite
489. Las Vegas Nevada 89128. The Company's principal business is providing
vending services to the greater Las Vegas Nevada area. The Company's fiscal
year end is December 31.
The Company has not realized any revenues from inception. The Company
total assets decreased approximately $ 36,399 at June 30, 1999 to $264 at June
30, 2000. This reduction was a result of a $30,000 expenditure in October of
1999 to Sierra Nevada Advisors for consulting services as well expenses
associated with the filing of its Form 10-SB General Registration Statement.
Cash at June 30, 2000 was $155 as compared to $ 36,290 as of June 30, 1999;
the Company's cash at June 30, 1999 consisted of unexpended offering proceeds
from the Company's offering which closed in December of 1998 with $50,300 in
gross proceeds.
During the first six months of 2000, the Company's assets reduced from
$1,764 at December 31, 1999 to $264 at June 30, 2000. This reduction is a
result of $3,000 in consulting fees and $2,500 in professional fees. The
$3,000 consulting fee reflects as an increase in the Company's accounts
payable during the first 6 months of 2000. The Company's liabilities at June
30, 2000 also show an increase of an additional $1,000 during that six month
period as a result of a $1,000 advance from a shareholder. The Company's
first 6 months of 1999 demonstrates $13,200 in expenses for consulting,
professional fees and other miscellaneous expenses as opposed to the $5,500
spent in the first half of $2,000. This is due to the expenses associated
with the filing of the Company's Form 10SB incurred during the 1999 fiscal
year. The Company has funded its losses since inception with sales of its
<PAGE> 10
common stock and to date has not achieved revenues from operations.
Plan of Operation
The Company plans to purchase and service used Four-in-One Candy
Carousel Machines which it will place on site in the greater Las Vegas area.
At this time, however, the Company has no financial resources with which to
purchase such machines. The Company does not anticipate hiring employees
until the purchase and placement of such machines begins; hiring of employees,
if any, will be dictated by the number of machines in service.
During the next twelve months, its cash requirements will include the
following: $500 per month in consulting fees for the performance of the
Company's bookkeeping as well as other minimal day to operational services;
and (2) expenses associated with SEC reporting compliance of approximately
$850 per month with the highest estimated such expenses occurring during the
Company's first quarter when its annual report is due. The Company will
therefore require a minimum of $21,000 during the next 12 month for
compensation for services and SEC compliance. This does not include funds
needed to purchase second-hand vending machines.
The Company does not have sufficient resources to funds its cash needs.
The Company will be required to accrue its expenses as liabilities and/or rely
on advances from shareholders or officers and directors to fund day to day
operations over the next 12 months. It will also need to find additional
sources of financing to carry on its current business purpose. There is no
guarantee that it will be successful in providing for cash requirements.
The Company may be forced to discontinue operations unless it is able to
raise sufficient capital to continue pursuing its business plan and to fund
its day to day operations. Management is not experienced in developmental
companies and it will likely be extremely difficult for Management to secure
such additional financing. The Company may be able to attract private
investors; or, officers, directors or shareholders may be willing to make
additional contributions, advances or loans. The Company may also consider
some form of debt or equity financing; or, it may investigate the possibility
of a merger or acquisition. There is no guarantee, however, that any of the
foregoing methods of financing would prove successful and there is substantial
uncertainty as to whether the Company will be able to continue operations.
Year 2000 Issues
Management has not encountered any problems with the Company's accounting
and operational systems. Management believes the operating systems in which
the company utilizes be to compliant and fully operational. The Company is
not dependent on computers other than for its internal bookkeeping which is
done on a Microsoft office 2000 system. The Company has no relationship with
any third parties which are dependent on computers other than its bank.
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.
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. Changes in Securities
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 15, 2000, a majority of the outstanding shares of the
Company authorized and approved the appointment of Dennis Evans as temporary
Chief Financial Officer and assistant secretary. Such appointment included
Dennis Evans authorization to conduct the business of the Company in the
temporary absence of the Company's president, Mr. Ken Evans. It also included
authorization for Dennis Evans to execute and file reports with the Securities
and Exchange Commission, as well as other necessary documents. The
authorization was given by written consent in lieu of a special meeting of the
shareholders and approved by the vote 105,000 shares; the Company has 200,600
shares outstanding.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits filed with this Report
Exhibit
Number
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on 8-K were filed during the quarter reported on.
<PAGE> 12
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MILLENNIA AUTOMATED SYSTEMS, INC.
(Registrant)
Date: August 8, 2000 By: /s/ Dennis Evans
------------------------
Dennis Evans,
Temporary Chief Financial
Officer, Assistant Secretary
And Authorized Signatory
