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 September 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.
<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 September 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.
<PAGE> 2
<PAGE>
Millennia Automated Products, Inc.
(A Development Stage Company)
Balance Sheets
(Unaudited)
Assets
September 30, December 30,
2000 1999
------------- -------------
Current Assets:
Cash $ 36 $ 1,665
------------- -------------
Total Current Assets 36 1,655
Other Assets:
Deposits 109 109
------------- -------------
Total Assets $ 145 $ 1,764
============= =============
Liabilities & Stockholders' Deficit
Current Liabilities:
Accounts payable - management fees $ 7,850 $ 3,350
Loans from stockholders/officers 2,187 -
------------- ------------
Total Current Liabilities 10,037 3,350
Stockholders' Deficit:
Common Stock, $.001 par value; authorized
25,000,000 shares, issued and outstanding
200,600 shares on December 31, 1999 and
September 30, 2000 201 201
Paid in Capital 48,084 48,084
Accumulated Deficit (58,177) (49,871)
------------- -------------
Total Stockholders' Deficit (9,892) (1,586)
------------- -------------
Total Liabilities and Stockholders' Deficit $ 145 $ 1,764
============= =============
See Accompanying Notes to the Financial Statements.
<PAGE> 3
<PAGE>
Millennia Automated Products, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months Three Months Three Months Sept. 28,1998
Ended Ended Ended Ended Inception to
Sept. 30, Sept. 30, Sept 30, Sept 30, Sept. 30,
2000 1999 2000 1999 2000
----------- ----------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Income $ - $ - $ - $ - $ -
Expenses:
Consulting fees 4,500 4,500 1,500 1,500 4,500
Professional fees 3,687 10,855 1,187 1,150 52,292
Office & administrative 119 610 119 94 1,385
----------- ----------- ------------ ------------ -------------
Total Expenses 8,306 15,965 2,806 2,744 58,177
----------- ----------- ------------ ------------ -------------
Net Income $ (8,306) $ (15,965) $ (2,806) $ (2,744) $ (58,177)
=========== =========== ============ ============ =============
Net Income Per Common
Share (primary and
fully dilutive) $ (0.041) $ (0.080) $ (0.014) $ (0.014) $ (0.290)
=========== =========== ============ ============ =============
Weighted Average Shares
Common Stock Outstanding 200,600 200,600 200,600 200,600 200,600
=========== =========== ============ ============ =============
See Accompanying Notes to the Financial Statements.
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
Millennia Automated Products, Inc.
Statement of Stockholders' Equity
From Inception (September 28, 1998) through September 30, 2000
$0.001
Par Value
Common Common
Stock Stock Paid-in Accumulated Total
Shares Amount Capital Deficit Equity
----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Balances at September 28, 1998 - $ - $ - $ - $ -
October, 1998 founders shares
issued for cash at $.05 per
share 100,000 100 4,900 - 5,000
December, 1998 Common Stock
issued for cash at $.50 per
share net of offering costs
of $7,015 100,600 101 43,184 - 43,285
Net loss for the period from
inception (September 28,
1998) to December 31, 1998 - - - (683) (683)
----------- ----------- ----------- ----------- ------------
Balances at December 31, 1998 200,600 201 48,084 (683) 47,602
Net loss for the year ending
December 31, 1999 - - - (49,188) (49,188)
----------- ----------- ----------- ----------- ------------
Balances at December 31, 1999 200,600 201 48,084 (49,871) (1,586)
Net loss for the nine months
ending September 30, 2000 - - - (8,306) (8,306)
----------- ----------- ----------- ----------- ------------
Balances September 30, 2000 200,600 $ 201 $ 48,084 $ (58,177) $ (9,892)
=========== =========== =========== =========== ============
See Accompanying Notes to the Financial Statements
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
Millennia Automated Products, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Nine Months Nine Months Sept. 28, 1998
Ended Ended Inception to
Sept. 30, 2000 Sept. 30, 1999 Sept 30, 2000
-------------- -------------- --------------
<S> <C> <C> <C>
Cash Flows Used in Operating Activities:
Net loss $ (8,306) $ (15,965) $ (58,177)
Non cash expenses included in net loss:
Amortization of organizational costs - 27 -
Changes in Operating Assets and
Liabilities Accounts:
Increase in accounts payable 4,500 750 7,850
Increase in deposits - (109) (109)
-------------- -------------- --------------
Net Cash Provided by Operating Activities (3,806) (15,297) (50,436)
-------------- -------------- --------------
Cash Flows Provided by Financing Activities:
Sale of common stock - - 48,285
Advances by stockholders/officers 2,187 - 2,187
-------------- -------------- --------------
Net Cash Provided by Financing Activities 2,187 - 50,472
-------------- -------------- --------------
Net decrease in cash (1,619) (15,297) 36
Cash at beginning of period 1,655 48,702 -
-------------- -------------- --------------
Cash at end of period $ 36 $ 33,405 $ 36
============== ============== ==============
See Accompanying Note to the Financial Statements
</TABLE>
<PAGE> 6
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2000
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.
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 September 30, 2000, the Company's president had advanced $2,187 to the
Company for working capital purposes.
<PAGE> 7
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.
Comparative Periods
The Company has not realized any revenues from inception. The Company's
total assets are only $145 at September 30, 2000 which is a substantial
reduction from the approximately $35,000 cash on hand at September 30, 1999.
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. The
Company's cash at September 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 nine months of 2000, the Company's assets reduced from
$1,764 at December 31, 1999 to $ 145 at September 30, 2000. This reduction is
a result of $4,500 in consulting fees and $3,687 in professional fees during
the nine month period. Total expenses exceeded the cash on hand during the
nine month period and reflect as accounts payable as well as advances from
officers and directors of $2,187. As a result, the Company's liabilities at
September 30, 2000, increased an additional $4,500 during the nine months. The
Company's first 9 months of 1999 demonstrates $8,306 in expenses for
consulting, professional fees and other miscellaneous expenses as opposed to
the $15,965 spent in the first three quarters of 2000. Expenses were higher
<PAGE> 8
in the prior years 9 months ended 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 common stock
and to date has not achieved revenues from operations.
Plan of Operation
The Company planned to purchase and service used Four-in-One Candy
Carousel Machines which it intended to 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 $16,000 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. The Company has no agreements with its
officers/directors or shareholders regarding any cash advances. 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.
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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
<PAGE> 9
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
No matters were submitted to a vote of security holders during
this time period.
ITEM 5. OTHER INFORMATION.
On May 15, 2000, by written consent in lieu of a special meeting
of the shareholders, 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.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits filed with this Report
Exhibit
Number Description
--------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K
No current reports on 8-K were filed during the Company's third quarter.
Subsequent thereto, the Company filed a Report on 8-K and 8-K/A regarding a
change in accountants.
<PAGE> 10
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 PRODUCTS, INC.
(Registrant)
Date: 11/15/00 By: /S/ Dennis Evans
------------------------
Dennis Evans,
Temporary Chief Financial
Officer, Assistant Secretary
And Authorized Signatory
