UNITED STATES
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ______ to ______
Commission file number: 0-25811
MILLENNIA AUTOMATED PRODUCTS, INC.
-----------------------------------------------------
(Name of Small Business Issuer in its charter)
Nevada 88-0405735
---------- -------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification
number)
236 S. Rainbow Bl., Suite 489, Las Vegas, Nevada 89128
- ------------------------------------------------ --------------
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: (702) 363-0066
Securities registered under Section 12(b) of the Act:
Title of each class: n/a
Name of each exchange on which registered: n/a
Securities registered under Section 12(g) of the Act:
Common Stock, par value $.001 per share
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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]
State issuer's revenues for its most recent fiscal year: $0
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)
None (No public market exist for the Company's common stock.)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
As of December 31, 1999 the Company has issued and outstanding 200,600
shares of common stock.
No documents have been incorporated by reference.
Transitional Small Business Disclosure Format: Yes [ ] No [x]
<PAGE> 1
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
Millennia Automated Products, Inc.,(the "Company") is a development stage
company which was organized as a Nevada corporation on September 28, 1998. The
Company was organized for the purpose of providing vending services to the Las
Vegas and Southern Nevada area. The Company believes, based on information
obtained, that there is a tremendous potential source of revenue in the Coin-
Operated vending industry.
PRINCIPAL PRODUCTS AND MARKETS
The Company's main focus will be on locating areas of high traffic and
visibility to place machines. Concentrating on the performance of the
machines, coupled with servicing and maintaining the machines, the Company
believes that operations will be successful and expand.
METHODS OF DISTRIBUTION
The Company's business is dependent upon management's ability to
purchase, place and service quality vending machines. The Company is dependent
upon the experience of Ms. Bandley (formerly Ms. Stankiewicz), the Company's
vice president. Ms. Bandley has five years of experience owning and operating 85
vending machines in the Ft. Worth, Texas market. The company will look to Ms.
Bandley to translate her experience into the local and regional area of
southern Nevada to launch the Company's efforts at purchasing and placing
equipment.
Management of the Company will generate leads with which the Company
intends to place machines. To date the Company does not have any clients.
The Company will also rely upon word-of-mouth advertising and referrals to
help establish a client base.
Most advertising that will be utilized by the Company will come in the
type of machines used, presentation of the quality of products and their
freshness. The Company will use advertising provided freely by clients at
the location the machines will be placed, at no cost to the Company. Some
clients might provide a high visibility showcase spot for the Company's
machines and further expand the name of the Company to the public.
The Company's main advertising campaign is anticipated to come
from personal contacts, brochures, and direct mail. The Company anticipates
advertising through direct mail after the Company has had time to study the
market and build a market profile.
SUPPLIERS
The Company may obtain its bulk candy from a number of sources. Its
principal suppliers are expected to be Sam's Club, as well as Price Costco
wholesale Distributors located in Las Vegas, Nevada. The Company has no
exclusive arrangements with any company and therefore, may obtain its products
from any source. Relationships have been established at executive levels within
the Company's suppliers in order to ensure quality products, contain costs,
and receive superior service.
<PAGE> 2
CURRENT STATUS OF OPERATIONS
Since inception, the Company has located firms that sell and distribute
bulk candy machines. Management has researched different manufacturers, bulk
candy products and product lines. Although management has not yet ruled out the
possibility of using additional types of machines, it has determined from its
research, that the Vendesign Four-in-One Candy Carousel will best serve the
needs of the Company and its future clientele.
Further, the Company has located a storage facility for future use when it
has purchased machines and has researched various bulk sale distributors for
the best candy assortment and pricing. In order to provide the freshest
assortment possible, management will not purchase bulk candy until such time
as it has purchased used equipment and starts placing machines.
The Company does not currently have any customers. However, when machines
are purchased and placed, the Company may be dependent upon on one or a few
major customers as it grows its business. Over time, diversification of
clientele is anticipated.
It is not necessary for the Company to operate under licensing, royalty,
concession or franchising agreements. Further, the Company does not operate
under labor contracts and does not anticipate doing so in the future. Until
such time as the Company's logo and name are considered to have significant
asset value to the Company, the Company does not plan to trademark its name or
logo.
In June of 1999, the Company obtained both a local and state business
license and a resale permit number. No other governmental or regulatory body
approval is necessary for the Company to enter into and conduct business as
planned. Management of the Company does not anticipate that any future changes
in governmental regulations will affect its ability to conduct business.
In October of 1999, the Company signed an engagement letter with Sierra
Nevada Advisors, Inc. to serve as Corporate Finance Advisor with regards to
issues of raising additional working capital, and or seeking strategic
acquisition candidates. Management believes that the pursuit of its current
business plan is inadequate and the company must act diligently to preserve and
build shareholder value.
As of December 31, 1999 Sierra Nevada Advisors have not obtained additional
funds, and or introduced the Company to any potential acquisition candidates.
COMPETITION
The Company anticipates competition from the already well-established
national vending /bottling distributor's such as, the Pepsi-Cola Company,
the Coca Cola Bottling Company of Las Vegas, Frito-Lay Inc., and from
local based operations such as Horizon Vending Corporation, Snac's
Incorporated, Southwest Services, and Weymouth Distributing Company Inc.,
who offer vending machines, bulk candy, service contacts, sales routes and
services similar to those of the Company. In this respect, the Company
plans to focus in three specific areas in which it believes it has an
advantage.
<PAGE> 3
The Company believes it has three competitive advantages:
(A) Service. The Company plans to introduce vending products that will
reflect the year 2000 -- machines in high traffic areas such as office
complexs, schools, apartment complexes, and local retail malls. This
marketing strategy will give the public both quality machines, with fresh
quality products, and the commitment to maintain every client. The Company
will stay flexible by placing machines in all sectors of the market. By
placing the machines in high traffic areas, the Company's goal is to
stay flexible to the client's ideas and recognition of need for certain
products. The ability to offer a one on one consultation with the client
will be to the advantage of the Company. By addressing the needs of each
individual client and working with them on a personal level, the Company
can provide for their specific needs. To provide further individualized
service, the client may choose to have a percentage of the proceeds of each
of the client's vending machines donated to the charitable organization of the
client's choosing.
(B) Quality. The Company realizes that the success of any business
is dependent upon the quality of its vending products. The Company believes
you get what you pay for. By offering quality products and competitive
prices, management believes it will increase business as well as the
profitability of the Company, and have an advantage over competitors by
rotating products and finding the types of products that work in that
vending area. The quality of products, their freshness and the rotation of
the products will insure the client's happiness and satisfaction.
(C) Efficiency. The Company feels that time and efficiency will be
an important factor to many potential clients. After receiving a contact
for the Company's services, the Client will receive quick placement of the
Company's machines with the freshest products available in the hopes that
it will enhance the relationship with its clients. The area of placement of
machines is a very important element of the success of an individual
location. The Company will advise the client as to the most productive area of
the client's environment for placement. Management's biggest challenge, and
the determining factor of the success of the Company, will be the
productive placement of machines.
SEASONALITY
Management is not aware of any seasonality in the vending industry.
EMPLOYEES
The Company currently has only two employees, its President, Kent
Evans and its Vice-President, Susan Bandley. Mr. Evans and Ms.
Bandley do not devote their full attention to the affairs of the
Company. As growth of the Company continues, additional employees will be
added when necessary.
ITEM 2. DESCRIPTION OF PROPERTY
The Company maintains a monthly rental with an organization from which
it rents an address/postal box and telephone answering service. The annual
rental on this space is $180 and includes the use of a small desk area. The
Company signed a lease agreement that commenced September 28, 1998 and
continues on a yearly basis. The Company has recently prepaid the rent
through July of 2000. The Company may discontinue its lease at its discretion.
Management plans in the start up stage of the business to utilizes a portion
of its Vice-President's residence (5800 W. Charleston Ave., #1035, Las Vegas,
NV 89102) for storing of bulk candy inventory.
<PAGE> 4
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against the Company
has been threatened. None of the Company's officers, directors, or
beneficial owners of 5% or more of the Company's outstanding securities is
a party adverse to the Company nor do any of the foregoing individuals have
a material interest adverse to the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not have any matters to submit for a shareholders vote in
the last quarter of 1999.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company has no public trading market for its common stock.
Although the Company intends to seek a quotation for its common shares on
the Over-the-Counter Bulletin Board in the future, there is no assurance
the Company will do so, nor is there any assurance that should the Company
succeed in obtaining a listing for its securities on the OTC Bulletin Board
or on some other exchange, that a trading market for the Company's stock
will develop. There are no outstanding options, warrants to purchase, or
securities convertible into common equity of the Company outstanding. The
Company has not agreed to register any shares of its common stock for any
shareholder.
STOCKHOLDERS
The Company's transfer agent, Pacific Stock Transfer Company, confirms
that, as of July 8, 1999, there are 35 shareholders of record for the
Company.
SHARES ELIGIBLE FOR RESALE
One hundred thousand (100,000) shares of restricted common stock were
issued to Mr. Kent Evans, an officer and director of the Company, on October 1,
1998 in reliance on the "private placement" exemption of Section 4(2) of the
Securities Act of 1933, as amended (the "Act"). Such shares may be eligible
for sale in the open market without registration in reliance upon Rule 144 of
the Act, on or after October 2, 1999. In general, under Rule 144, a person or
persons whose shares are aggregated, who beneficially owned shares acquired in
a non-public transaction for at least one year, including persons who may be
deemed "affiliates" of the Company as that term is defined under the Act, would
be entitled to sell within any three-month period a number of shares that does
not exceed the greater of 1% of the then outstanding shares of common stock or
the average weekly reported trading volume on all national securities
exchanges and through NASDAQ during the four calendar weeks preceding such sale
provided current public information is then available. If a substantial number
of the shares owned by Mr. Evans were sold in the market, the market price of
the common stock could be adversely affected.
<PAGE> 5
DIVIDENDS
To date, the Company has not paid any dividends on its common stock.
The payment of dividends, if any, in the future rests within the discretion of
the Board of Directors and will depend upon the Company's earnings, its
capital requirements and financial condition, and other relevant factors.
The Board does not intend to declare any dividends in the foreseeable
future, but instead intends to retain all earnings, if any, for use in the
Company's business operations. Under Nevada Corporate Law, dividends may be
paid out of surplus or, in case there is no surplus, out of net profits for
the fiscal year in which the dividend is declared and/or the proceeding
fiscal year.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
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.
In the fourth quarter of 1999, the Company paid a total of $31,500 in
Consulting fees consisting of $1,500 for accounting fees for preparation of
the Company's 1999 year end audit and tax return, $30,000 for consulting fees
related to raising additional working capital, and or seeking strategic
acquisition candidates. As the Company has not yet purchased and placed
equipment, no income was generated during the quarter ended December 31, 1999.
PLAN OF OPERATION
During the next twelve months the Company's plan of operation is
dependent upon management and the Company's Corporate Finance Advisor's, Sierra
Nevada Advisors, Inc., ability to raise additional working capital, and or
seeking strategic acquisition candidates. Management believes that the pursuit
of its current business plan is inadequate and the company must act diligently
to preserve and build shareholder value.
During the next twelve months, its cash requirements will be minimal. The
Company has approximately $1,600 which it believes will not be sufficient to
provide for the foregoing cash requirements for day to day operations in the
next twelve months.
If the Company does not succeed in raising additional working capital, and
or seeking strategic acquisition candidate, in the next twelve months, it may be
forced to discontinue operations unless it is able to raise sufficient capital
to continue pursuing its business plan. Management is not experienced in
developmental companies and may not have estimated its needs for advertising and
associated expenses in acquiring a client base accurately. The Company may
require additional funds and time to achieve these goals. The Company will be
dependent upon management and the Company's Corporate Finance Advisor, Sierra
Nevada Advisors, Inc., ability to raising additional working capital, and or
seeking strategic acquisition candidates.
The Company may be able to attract some private investors, or officers and
directors may be willing to make additional cash contributions, advancements or
loans. Or, in the alternative, the Company could attempt some form of debt or
equity financing. However, there is no guarantee that any of the foregoing
methods of financing would be successful. If the Company fails to achieve at
least a portion of its business goals in the next twelve months with the funds
available to it, there is substantial uncertainty as to whether it will continue
operations.
<PAGE> 6
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.
ITEM 7. FINANCIAL STATEMENTS
<PAGE> 7
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1999, AND DECEMBER 31, 1998
<PAGE> 8
TABLE OF CONTENTS
Page Number
INDEPENDENT ACCOUNTANTS REPORT 1
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
<PAGE> 9
DAVID E. COFFEY 3651 LINDELL ROAD, SUITE A, LAS VEGAS, 89103
CERTIFIED PUBLIC ACCOUNTANT NEVADA (702) 871-3379
INDEPENDENT ACCOUNTANTS REPORT
To the Board of Directors and Stockholders
of Millennia Automated Products, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheets of Millennia Automated
Products, Inc., (a development stage company) as of December 31, 1999, and
December 31, 1998, and the related statements of operations, cash flows and
changes in stockholders' equity for the period from September 28, 1998, (date of
inception ) to December 31, 1999. These statements are the responsibility of
Millennia Automated Products, Inc.'s management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the accompanying financial statements present fairly, in all
material respects, the financial position of Millennia Automated Products, Inc.
as of December 31, 1999, and December 31, 1998, and the results of operations,
cash flows, and changes in stockholders' equity for the periods then ended, as
well as the cumulative period from September 28, 1998, in conformity with
generally accepted accounting principles.
/s/ DAVID COFFEY
David Coffey, C. P. A.
Las Vegas, Nevada
March 20, 2000
<PAGE> 10
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31, December 31,
1999 1998
ASSETS
Cash $ 1,655 $ 48,702
Deposits 109 0
-------------- -----------
Total Assets $ 1,764 $ 48,702
============== ===========
LIABILITIES & STOCKHOLDERS EQUITY
Accounts payable $ 3,350 $ 1,100
-------------- -----------
Total Liabilities 3,350 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 (49,871) (683)
-------------- -----------
Total Stockholders' Equity (1,586) 47,602
Total Liabilities and Stockholders'
Equity $ 1,764 $ 48,702
============== ===========
The accompanying notes are an integral part of
these financial statements.
-2-
<PAGE> 11
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 For the three For the twelve From Inception, Inception,
months ended months ended months ended Sep. 28,1998. Sept.28,1998,
Dec. 31, 1999 Dec. 31, 1998 Dec. 31,1999 to Dec. 31, 1998 to Dec. 31, 1999
------------- ------------- --------------- ---------------- ----------------
<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 0 185 185
Consulting 31,600 0 39350 0 39350
Licenses and fees 0 85 193 85 278
Office expenses 0 68 0 68 68
Professional fees 1,750 0 9265 0 9265
Rent 0 195 390 195 585
Utilities 0 150 0 150 150
------------- ------------- --------------- ---------------- ----------------
Total expenses 33,250 498 49,188 683 49,871
Not income (loss) (33,250) (498) (49,188) (683) (49,871)
Deficit accumulated,
beginning of period (15,938) (185) (683) 0 0
Deficit accumulated
during the
development stage $ (49,188) $ (683) $ (49,871) $ (683) $ (49,871)
============= ============= =============== ================ ================
Earnings ( loss ) per
share assuming
dilution: $ (0.17) $ 0.00 $ (0.25) $ (0.01) $ (0.27)
============= ============= =============== ================ ================
Weighted average
shares 200,600 133,533 200,600 133,533 187,187
============= ============= =============== ================ ================
</TABLE>
The accompanying notes are an integral part of
these financial statements.
-3-
<PAGE> 12
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
DECEMBER 31,1999
Common Stock Additional Total
Shares Amount Paid-in
Capital
-------- -------- -------- --------
$ $ $
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)
======== ======== ======== ========
The accompanying notes are an integral part of
these financial statements
-4-
<PAGE> 13
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(With Cumulative Figures From Inception)
<TABLE>
<CAPTION>
For the three For the three For the twelve From Inception, Inception,
months ended months ended months ended Sept. 28, 1998, Sept. 28, 1998,
Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1999 to Dec. 31, 1998 to Dec. 31, 1999
------------- ------------- ------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS PROVIDED
BY OPERATING ACTIVITIES
Not Loss $ (33,250) $ (498) $ (49,188) $ (683) $ (49,871)
Non-cash items included
in net loss 0 0 0 0 0
Adjustments to reconcile
not loss to cash used
by operating activity
Increase in Deposits 0 0 (109) 0 (109)
increase in Accounts
Payable 1,500 915 2,250 1,100 3,350
------------- ------------- ------------- ---------------- ----------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (31.750) 417 (47,047) 417 (46,830)
CASH FLOWS USED BY
INVESTING ACTIVITIES 0 0 0 0 0
NET CASH USED BY
INVESTING ACTIVITIES 0 0 0 0 0
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of common stock 0 201 0 201 201
Paid-in capital 0 48,084 0 48,084 48,084
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 48,285 0 48,285 48,285
NET INCREASE IN CASH $ (31,750) $ 48,702 $ (47,047) $ 48,702 $ 1,655
CASH AT BEGINNING OF
PERIOD 33,405 0 48,702 0 0
------------- ------------- ------------- ---------------- ----------------
CASH AT END OF PERIOD$ 1.055 $ 48.702 $ 1,855 $ 48,702 $ 1,655
============= ============= ============= ================ ================
</TABLE>
The accompanying notes are an integral part of
these financial statements.
-5-
<PAGE> 14
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31,1999
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> 15
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
(continued)
NOTE E RELATED PARTY TRANSACTIONS (continued)
In December 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.
-7-
<PAGE> 16
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has used the same independent accountant since its inception
in September of 1998 and has not had any disagreements with said independent
accountant.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth the directors and executive officers of the
Company, their ages, and all positions with the Company.
Name Age Position
___________________________________________________________________________
Kent A. Evans 41 President, Secretary, Treasurer
236 S. Rainbow Blvd. and a director of the Company
Suite 489
Las Vegas, NV 89128
Susan Bandley 43 Vice-President and director
236 S. Rainbow Blvd. the Company
Suite 489
Las Vegas, NV 89128
Mr. Kent A. Evans has served as President, Chief Executive Officer,
Chief Financial Officer, Secretary, Treasurer and Director of the Company since
September 28, 1998 and will serve in such capacity until the next annual
meeting of the shareholders and the next annual meeting of the board of
directors. Mr. Evans graduated from Kodiak High School in Kodiak, Alaska
in 1977. From 1985 to 1998, Mr. Evans owned/operated Amik Island Fisheries,
based on Kodiak, Alaska. Mr. Evans developed a refrigerated systems for Salmon
harvest. In 1997 to 1998, Mr. Evans was employed by Alaska Commercial Company
in Kodiak, Alaska were Mr. Evans was head of the Maintenance Department.
Currently, Mr. Evans holds a Commercial Limited Entry Salmon Permit and his
principal occupation is an independent commercial fisherman. Mr. Evans will
devote as much time as necessary to achieve success for the Company and as
demanded by the Company.
Ms. Susan Bandley (formerly Susan Stankiewicz) has served as the Vice-
President and Director of the Company since September 28, 1998 and will serve in
such capacity until the next annual meeting of the shareholders and the next
annual meeting of the board of directors. From 1974 to 1975, Ms. Bandley
attended Brigham Young University studying General Business. From 1993 to 1998,
Ms. Bandley was owner/operator of Sweet Stuff Vending, based in Dallas/Ft.
Worth, Texas, where she managed 85 machines. Her duties as owner/operator
included daily operations, placement of machines and purchasing of bulk candy.
From 1997 to 1998, Ms. Bandley was employed as Office Manager of Apple
Orthodontix in Dallas, Texas. Ms. Bandley managed three different locals of
Apple Orthodontix in the Dallas/Ft. Worth Area.
FAMILY RELATIONSHIPS
There are no family relationships among the Company's directors and/or
executive officers.
<PAGE> 17
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of management's knowledge, during the past five years, no
present or former director or executive officer of the Company:
(1) Has filed a petition under federal bankruptcy laws or any state
insolvency law, had a receiver, fiscal agent or similar officer appointed
by a court for the business or property of such person, or any partnership in
which she was a general partner at or within two years before the time of such
filing, or any corporation or business association of which she was an
executive officer at or within two years before the time of such filing;
(2) Was convicted in a criminal proceeding or named the subject of a
pending criminal proceeding (excluding traffic violations and other minor
offences);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining her from or otherwise
limiting her involvement in any type of business, securities or banking
activities; or
(4) Was found by a court of competent jurisdiction in a civil
action, by the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated any federal or state securities law.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the compensation received by the Company's
President since inception in September of 1998. There are no other officers
of the Company who have been paid any compensation.
SUMMARY COMPENSATION
Name and Principal All other
Position Year Compensation
- --------------------------------------------------------------------------
Kent A. Evans 1999 -0-
President 1998 -0-
<F1> The Company intends to compensate Mr. Evans $1,000 per month at
such time as the Company actually commences conducting substantive
business. No additional compensation in any other form has been
paid nor is there currently any plan or arrangement for future
compensation.
OPTIONS/SAR GRANTS
There were no stock options or stock appreciation rights granted to any
executive officer since its inception through the present date.
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR END OPTION/SAR
VALUE TABLE
Not applicable.
LONG TERM INCENTIVE PLANS
There are no long term incentive plans in effect and therefore no
awards have been given to any executive officer in the past year.
<PAGE> 18
COMPENSATION OF DIRECTORS
The Company pays no fees to members of the Company's Board of
Directors for the performance of their duties as directors. The Company
has not established committees of the Board of Directors.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE
IN CONTROL ARRANGEMENTS
The Company has no employment contracts in effect with any of the
members of its Board of Directors or its executive officers nor are there
any agreements or understandings with such persons regarding termination of
employment or change-in control arrangements.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 12,
1999, with respect to the beneficial ownership of the common stock by each
officer and director of the Company, each person (or group of persons whose
shares are required to be aggregated) known to the Company to be the
beneficial owner of more than five percent (5%) of the common stock, and all
such directors and executive officers of the Company as a group. Unless
otherwise noted, the persons named below have sole voting and investment power
with respect to the shares shown as beneficially owned by them.
Title of Name and Address Amount & Nature Percent of
Class of Beneficial Owner of Beneficial Owner Class
- ----------------------------------------------------------------------------
Common Kent A. Evans<F1> 100,000<F2> 49.85%
236 S. Rainbow Blvd.
Suite 489
Las Vegas, NV 89128
Common Susan Bandley <F1> 2,000<F3> 0.01%
236 S. Rainbow Blvd.
Suite 489
Las Vegas, NV 89128
Common John F. Freeland 12,000 5.98%
5505 E. Carson Street
Suite 341
Lakewood, CA 90713
Common All Officers and Directors 102,000<F2> 49.86%
as a Group (2 Persons)
<F1> An Officer and Director of the Company.
<F2> These shares are restricted.
<F3> These shares are control stock for which the resale is limited under
Rule 144(e) to 1% of the shares outstanding every 90 days.
CHANGES IN CONTROL
The Company has no arrangements which might result in a change in
control of the Company.
<PAGE> 19
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no material transactions in the past two years or
proposed transactions to which the Company has been or proposed to be a
party in which any officer, director, nominee for officer or director, or
security holder of more than 5% of the Company's outstanding securities is
involved.
The Company has no promoters other than its President, Kent A. Evans
and its Vice-President, Susan Bandley. There have been no transactions
which have benefitted or will benefit Mr. Evans or Ms. Bandley either
directly or indirectly.
Ms. Bandley will allow the Company use of her private residence for
storing bulk candy when purchased. Further Ms. Bandley is providing the use
of a personal computer, general office equipment and a personal vehicle for use
in her duties for the Company. Further, Mr. Evans will provide the use of his
personal vehicle for his duties with the Company when necessary. Neither Ms.
Bandley nor Mr. Evans has or will receive any compensation in exchange
for allowing the use of his/her personal property.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
10.0 Consulting Agreement
23.0 Consent of Accountant
27.0 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the registrant during the last quarter of
the year ended December 31, 1999.
SIGNATURES
In accordance with Section 13 or 15(d) 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.
(Registrant)
Date: April 6, 2000 By: /s/ KENT A. EVANS
Kent A. Evans
President and
Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Date: April 6, 2000 By: /s/ KENT A. EVANS
--------------------------------
Kent A. Evans
Director
Date: April 7, 2000 By: /s/ SUSAN STANKIEWICZ BANDLEY
---------------------------------
Susan Bandley
Director
<PAGE> 20
SIERRA NEVADA ADVISORS, INC.
5505 E. Carson Street, Ste. 341 Lakewood, CA 90713
Phone (562) 421-2063 Fax (562) 421-7443
October 21, 1999
Mr. Kent A. Evans,
President Millennia Automated Products, Inc.
236 S. Rainbow Blvd., Ste. C-489
Las Vegas, Nevada 89128
Dear Mr. Evans:
This letter agreement (the "Agreement") shall confirm the
engagement of Sierra Nevada Advisors, Inc. ("Sierra") to serve as
Corporate Finance Advisor, whereby "Sierra" will advise
"Millennia" with regards to issues such as the raising of funds
as a public company, introducing potential acquisition candidates
and introducing "Millennia" to potential investors.
I
"Sierra" agrees to commit at least 40 hours per month to
completing the aforementioned duties, for a period of 6 months
beginning at the signing of this Agreement.
"Millennia" agrees to pay "Sierra" the sum of $30,000 in order to
secure the Advisory services of "Sierra", to be paid at the
signing of this agreement.
Yours truly
SIERRA NEVADA ADVISORS, INC.
/s/ D. MIHRAN FREELAND
By: D. Mihran Freeland
President
MILLENNIA AUTOMATED PRODUCTS, INC.
Agreed on this 21st day of October, 1999.
/s/ KENT A. EVANS
By: Kent A. Evans
President
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the use of our report, dated March
20, 2000, in this annual report on Form 10-KSB for Millennia
Automated Products, Inc.
/s/ DAVID COFFEY
David Coffey
Las Vegas, Nevada
March 24, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,655
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 109
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,764
<CURRENT-LIABILITIES> 3,350
<BONDS> 0
0
0
<COMMON> 201
<OTHER-SE> (1,787)
<TOTAL-LIABILITY-AND-EQUITY> 1,764
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (49,188)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (49,188)
<INCOME-TAX> 0
<INCOME-CONTINUING> (49,188)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (49,188)
<EPS-BASIC> (.25)
<EPS-DILUTED> (.25)
</TABLE>
