SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
COMMISSION FILE NUMBER: 0-27229
AUTEO MEDIA, INC. fka
FLINTROCK FINANCIAL SERVICES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0409163
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(STATE OF ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
22125 17th Avenue S.E., Suite 105
Bothell, WA 98021
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(425) 415-1694
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REGISTRANT'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 EXCHANGE ACT DURING THE PAST 12 MONTHS AND (2) HAS BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X
THERE ARE 12,600,000 SHARES OF COMMON STOCK OUTSTANDING AS OF MARCH 31, 2000.
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TABLE OF CONTENTS
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PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
ITEM 2 MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL
CONDITION
PART II OTHER INFORMATION
ITEM 6 EXHIBITS AND REPORTS ON FORMS 8-K
ITEM 7 SIGNATURES
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE UNAUDITED FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2000,
PREPARED BY MANAGEMENT, AND EXPRESSED IN U.S. DOLLARS, ARE AS FOLLOWS:
AUTEO MEDIA, INC.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
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AUTEO MEDIA, INC.
INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
PAGES
Consolidated Balance Sheets at March 31, 2000 (unaudited)
and December 31, 1999 1
Consolidated Statements of Operations for the three months ended
March 31, 2000 and 1999 (unaudited) 2
Consolidated Statements of Cash Flows for the three months ended
March 31, 2000 and 1999 (unaudited) 3
Notes to Consolidated Financial Statements 4-5
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<CAPTION>
Auteo Media, Inc.
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31,
2000 December 31,
(unaudited) 1999
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CURRENT ASSETS
<S> <C> <C>
Cash $ 56,081 $ 11,008
Accounts receivable - net 78,489 48,596
Inventories 9,000 9,000
Prepaid expenses 8,115 500
----- ---
Total current assets 151,685 69,104
EQUIPMENT AND FURNITURE - net 77,419 58,072
OTHER ASSETS - net 46,183 43,836
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$ 275,287 $ 171,012
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LIABILITIES
CURRENT LIABILITIES
Accounts payable $ 40,197 $ 45,693
Accrued liabilities 36,063 12,430
Shareholder note payable -- 84,134
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Total current liabilities 76,260 142,257
MINORITY INTEREST 8,155 --
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY
Common stock authorized, 25,000,000 shares $.001 par value 12,600 10,500
Additional contributed (distributed) capital (724,976) 38,201
Stock subscriptions, 158,333 shares to be issued at March 31, 2000 950,000 --
Accumulated deficit (46,752) (19,946)
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Total stockholders' equity 190,872 28,755
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$ 275,287 $ 171,012
========= =========
The accompanying notes are an integral part of these statements
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Auteo Media, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three months ended
March 31,
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2000 1999
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<S> <C> <C>
Net revenues $ 211,860 $ 131,787
Cost of revenues 16,294 12,220
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Gross profit 195,566 119,567
Operating expenses
Selling, general and administrative 211,800 84,396
Depreciation and amortization 11,676 9,936
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223,476 94,332
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Operating (loss) earnings (27,910) 25,235
Other income (expense)
Interest expense (965) (1,523)
Other 2,069 --
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1,104 (1,523)
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NET (LOSS) EARNINGS $ (26,806) $ 23,712
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Net (loss) earnings per share $ (0.002) $ 0.002
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Net (loss) earnings per share assuming dilution $ (0.002) $ 0.002
========= =========
The accompanying notes are an integral part of these statements.
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<CAPTION>
Auteo Media, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three months ended
Increase (Decrease) in Cash March 31,
---------------------
2000 1999
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Cash flows from operating activities:
<S> <C> <C>
Net (loss) earnings $ (26,806) $ 23,712
Adjustments to reconcile net (loss) earnings to net
cash provided by (used in) operating activities
Depreciation and amortization 11,676 9,936
Gain on sale of equipment (1,419) --
Changes in assets and liabilities
Accounts receivable (29,893) (19,945)
Prepaid expenses (8,115) --
Other assets (8,505) --
Accounts payable (5,496) 21,409
Accrued liabilities 23,633 (7,513)
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Net cash (used in) provided by operating activities (44,925) 27,599
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Cash flows from investing activities:
Purchase of equipment (26,963) (9,941)
Proceeds from sale of equipment 4,017 --
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Net cash used in investing activities (22,946) (9,941)
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Cash flows from financing activities:
Payments on shareholder note payable (2,056) (3,008)
Proceeds from common stock subscribed 950,000 --
Distributions to shareholder (835,000) (24,718)
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Net cash provided by (used in) financing activities 112,944 (27,726)
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Net increase (decrease) in cash 45,073 (10,068)
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Cash at beginning of period 11,008 30,854
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Cash at end of period $ 56,081 $ 20,786
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Non cash investing and financing activities:
Minority interest owned by TYSA shareholders $ 8,155
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Issuance of common stock for TYSA common stock $ 2,100
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Distribution of common stock to TYSA shareholder $ (2,100)
=========
Additional contributed capital through forgiveness of
shareholder note payable $ 82,078
=========
The accompanying notes are an integral part of these statements.
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Auteo Media, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. FINANCIAL STATEMENTS
The unaudited financial statements of Auteo Media, Inc. fka Flintrock Financial
Services, Inc. (the Company) have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. The results of
operations for interim periods are not necessarily indicative of the results to
be expected for the entire fiscal year ending December 31, 2000. The
accompanying unaudited financial statements and related notes should be read in
conjunction with the audited financial statements and the Form 10-KSB of the
Company, for its fiscal year ended December 31, 1999.
NOTE 2. STOCK DIVIDEND
On January 20, 2000, the Company declared a dividend of 4 shares of common stock
for each 1 share held by the shareholders of record as January 19, 2000. Shares
totaling 8,400,000 were distributed to the shareholders on January 21, 2000. The
par value of the common stock remained the same. All per share earnings and
references to common stock have been retroactively restated to reflect the
increase in common shares outstanding.
NOTE 3. NET (LOSS) EARNINGS PER SHARE
Basic (loss) earnings per share are based on the weighted average number of
shares outstanding during each quarter. The weighted average shares for
computing the Company's basic (loss) earnings per share were 11,192,308 and
10,500,000 for the three months ended March 31, 2000 and 1999, respectively. The
Company did not have any dilutive common stock equivalents as of March 31, 2000
and 1999, respectively.
NOTE 4. ACQUISTION
On February 29, 2000, the Company entered into an agreement with TYSA
Corporation (TYSA) whereby the Company purchased 82.5% of the outstanding common
stock of TYSA for cash consideration of $835,000 and 2,100,000 shares of the
Company's common stock. In conjunction with the acquisition, the majority
shareholders of TYSA were appointed to the Board of Directors and assumed
control of the operations of the resulting company, Auteo Media, Inc. This
transaction resulted in TYSA being the accounting acquirer in the transaction.
The acquisition has been accounted for as a reverse acquisition whereby the
historical financial statements of TYSA become those of Auteo Media, Inc.
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NOTE 5. STOCK SUBSCRIPTIONS
As of March 31, 2000, the Company has raised $950,000 through an offering of its
common stock at $6.00 per Unit or 158,333 shares. Each Unit consists of one
share of common stock and one warrant to purchase one share of common stock for
$8 per share for a period of one year. A majority of the monies received were
used to purchase the common stock of TYSA. The offering is still in process;
therefore, the Company has not issued the shares as of March 31, 2000. The
Company has recorded stock subscriptions totaling $950,000 as of March 31, 2000.
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ITEM 2. MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
ACQUISITION
On February 29, 2000, the Company purchased an 82.5% interest in Tysa
Corporation ("Tysa") of Seattle, Washington for cash consideration of $835,000
and the issuance of 2,100,000 shares of the Company. In conjunction with the
acquisition, the majority shareholders of Tysa were appointed to the Board of
Directors and assumed control of the operations of the Company. Accordingly, the
transaction has been accounted for as a reverse acquisition whereby the
historical financial statements of Tysa become those of Auteo Media, Inc.
OPERATIONS
Auteo Media, Inc. provides internet services and point-of-purchase window labels
to new and used car dealerships in Washington and California, USA. The company
also owns and operates multiple Internet sites, in particular, www.autoloco.com
and www.bidthatcar.com.
Sales for the period ended March 31, 2000 increased by $80,073 to$211, 860,
representing a 60.7% increase over the same period in 1999. This growth can be
attributed to market penetration in Washington, new operations in California and
adoption of the Company's digital photo services by its customers. Gross profit
increased from $119,567 in 1999 to $195,566 in 2000. Selling, general and
administrative expenses increased from $84,396 to 211,800 due to costs
associated with the acquisition of Tysa Corporation, our new corporate office,
the addition of new routes and additional labor costs to handle the increased
demand for the Company's products and services in existing and new areas. As a
result, net earnings for the period decreased from $23,712 to a loss of $26,806
in 2000.
LIQUIDITY AND CAPITAL RESOURCES
For the quarter ended March 31, 2000, operations generated negative cash flow of
$44,925 versus cash provided of $27,599 in 1999. This occurred due to the net
loss for the period and increases in other current assets, primarily accounts
receivable. The Company commenced a private placement unit financing at $6.00
per unit during the quarter, receiving $950,000 in subscriptions there from.
Subsequent to March 31, 2000, the Company received additional subscriptions of
$200,000, together with a commitment for a further and final subscription of
$200,000 for a total financing of $1,350,000.
Of these proceeds, $835,000 was distributed to shareholders as part of the
acquisition of Tysa Corporation and $26,963 was invested in equipment. Cash on
hand increased by $45,073 during the quarter to a balance of $56,081 at March
31, 2000.
RESEARCH AND DEVELOPMENT
The Company completed work on its automotive auction site, www.bidthatcar.com.
The site will allow customers to bid on a new or used vehicle or solicit bids
from subscribing dealerships. The Company is working toward expansion of its
regional website presence into automotive websites offering new and used car
buying services an a national basis. The Company is also exploring the placement
of automotive content and customer emails onto the new Internet ready, cellular
phone platform.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) All required exhibits, including the Company's Articles of
Incorporation and Bylaws are attached to the Company's Form 10-KSB,
filed on February 16th, 2000. All previously filed exhibits are
incorporated herein by reference.
b) Reports on Form 8-K: Items reported from Form 8-K during the quarter
ended March 31, 2000 are as follows;
March 16, 2000, Reported Item 5: Other Events, and Item 7:
Financial Statements, Pro-Forma Financial Information and
Exhibits
February 16, 2000, Reported Item 5: Other Events
February 29, 2000, Reported Item 5: Other Events
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ITEM 7. SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated this 11th day of May, 2000.
AUTEO MEDIA, INC.
By: /s/ STEVE VAN LEEUWEN
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Steve Van Leeuwen, President
