U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended January 31, 2000
Commission file no. 0-27381
Aquaculture Resources Management, Inc.
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(Name of Small Business Issuer in its Charter)
Florida 65-0877740
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (561) 832-5698
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
- ----------------------------------- -----------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
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(Title of class)
<PAGE>
Indicate by 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
--- ---
As of January 31, 2000, there are 6,000,000 shares of voting stock of the
registrant issued and outstanding.
PART I
Item 1. Financial Statements
Aquaculture Resources Management, Inc.
INDEX TO THE FINANCIAL STATEMENTS
Page
Balance Sheet F-1
Statement of Operations and Accumulated Deficit F-2
Statement of Changes in Stockholders' Equity F-3
Statement of Cash Flows F-4
Notes to Financial Statements F-5
<PAGE>
<TABLE>
<CAPTION>
Aquaculture Resources Management, Inc.
( A Development Stage Company)
BALANCE SHEET
January 31, 2000
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<S> <C>
ASSETS
Current Assets:
Cash $ 16,000
- ---- ---------------------------------------------------------- ---------------
TOTAL CURRENT ASSETS 16,000
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$ 16,000
- ---- ---------------------------------------------------------- ---------------
LIABILITIES
Current Liabilities:
Accrued expenses $ 2,000
- ---- ---------------------------------------------------------- ---------------
TOTAL CURRENT LIABILITIES 2,000
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$ 2,000
- ---- ---------------------------------------------------------- ---------------
STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 share authorized
6,000,000 shares issued and outstanding
Perferred Stock - No par value -10,000,000 shares authorized 600
no shares issued or outstanding -
Additional paid-in-capital 21,900
Accumulated (deficit) (8,500)
- ---- ---------------------------------------------------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 14,000
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$ 16,000
- ---- ---------------------------------------------------------- ---------------
</TABLE>
See Accompanying Notes to Financial Statements
F-1
<PAGE>
<TABLE>
<CAPTION>
AQUACULTURE RESOURCES MANAGEMENT, INC.
( A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
For the period August 1, 1999 to January 31, 2000
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<S> <C>
Revenues $ -
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Operating expenses:
Professional fees 6,000
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Total operating expenses 6,000
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Loss before income taxes (6,000)
Income taxes -
- ------------------------------------------------------------ -------------------
Net loss (6,000)
Deficit accumulated during the
development stage - August 1, 1999 (2,500)
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Deficit accumulated during the
development stage - January 31, 2000 $ (8,500)
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Net loss per share $ (0.001)
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Weighted average shares of
common stock 6,000,000
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</TABLE>
See Accompanying Notes to Financial Statements
F-2
<PAGE>
<TABLE>
<CAPTION>
AQUACULTURE RESOURCES MANAGEMENT, INC.
( A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional
Number of Preferred Common Paid - In Deficit
Shares Stock Stock Capital Accumulated Total
- -------------------------------- ------------ ---------- -------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance:
April 18, 1997 - Services 5,500,000 $ - $ 550 $ 1,950 $ - $ 2,500
(Date of Inception)
Issuance of
Common Stock:
August 1, 1999 500,000 - 50 19,950 - 20,000
Deficitaccumulated
during the
development stage - - - - (8,500) (8,500)
- -------------------------------- ------------ ---------- -------- ----------- ----------- ------------
Balance
- - January 31, 2000 6,000,000 $ - $ 600 $ 21,900 $ (8,500) $ 14,000
- -------------------------------- ------------ ---------- -------- ----------- ----------- ------------
</TABLE>
See Accompanying Notes to Financial Statements
F-3
<PAGE>
<TABLE>
<CAPTION>
AQUACULTURE RESOURCES MANAGEMENT, INC.
(A Development Stage Company)
Statement of Cash Flows
For the period August 1, to January 31, 2000
- ------------------------------------------------------------ ---------------
<S> <C>
Operating Activities:
Net loss $ (6,000)
Adjustments to reconcile net loss to net cash
used by operating activities:
Increase in:
Accrued expenses (2,000)
- ---- --- --- --- ------------------------------------------- ---------------
Net cash used by operating activities (4,000)
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Financing activities:
Issuance of Common Stock 20,000
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Net cash provided by financing activities 20,000
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Net increase in cash 16,000
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Cash - January 31, 2000 $ 16,000
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</TABLE>
See Accompanying Notes to Financial Statements
F-4
<PAGE>
Aquaculture Resources Management, Inc.
Notes to Financial Statements
Note A - Summary of Significant Accounting Policies:
Organization
Aquaculture Resources Management, Inc. (a development stage company) is a
Florida Corporation organized to engage in aquaculture farming and marketing in
the United States and elsewhere. The Company failed in its attempt to implement
its initial business plan and during June 1997 abandoned its efforts. The
Company had no operations for the period prior to June 1997. The Company was
inactive and there were no transactions from June 1997 to the date of
reinstatement by the State of Florida on November 30, 1998 that affect the
balances reflected in the financial statements as of August 1, 1999.
The Company has a new business plan, which was adopted on or about August 1,
1999, which is to engage in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
assets of the Company will be used for its expenses of operation to implement
this plan.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a July 31 year-end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Interim Financial Statements
The January 31, 2000, interim finanical statements include all adjustments,
which in the opinion of management are necessary in order make the financial
statements not misleading.
F-5
<PAGE>
Note B - Stockholders' Equity:
On April 18, 1997, the Company issued 5,500,000 shares of common stock, in lieu
of cash, for the fair market value of services rendered by its initial
stockholders. On or about August 1, 1999, third parties purchased the shares
from the initial stockholders.
Subsequently the same third parties purchased at $0.04 per share, 500,000 shares
of the common stock of the Company in a private placement pursuant to Regulation
D of the SEC. The $6,000 in professional fees includes the costs and expenses of
legal and accounting service associated with the preparation and filing of the
registration statement.
At January 31, 2000, the Company had authorized 50,000,000 shares of $.0001 par
value common stock and had 6,000,000 shares of common stock issued and
outstanding. In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific terms; conditions, limitations and preferences to be
determined by the Board of Directors. None of the preferred stock was issued and
outstanding as of January 31, 2000.
Note C - Income Taxes:
The Company has a net operating loss carry forward of $6,000 that may be offset
against future taxable income. If not used, the carry forward will expire in
2019.
The amount recorded as deferred tax assets, cumulative as of January 31, 2000 is
$1,000, which represents the amounts of tax benefits of loss carry-forwards. The
Company has established a valuation allowance for this deferred tax asset of
$1,000, as the Company has no history of profitable operations.
Note D - Going Concern:
The Company's financial statements are prepared using generally accepted
accounting principles applied to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred losses from its inception through January 31,
2000. It has not established revenues sufficient to cover operating costs and to
allow it to continue as a going concern. Management plans currently provide for
experts to secure a successful acquisition or merger partner so that it will be
able to continue as a going concern. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that the current Director of the
Company is to fund required future filings under the 34 Act, and existing
shareholders have expressed an interest in additional funding if necessary to
continue the Company as a going concern.
F-6
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
General
The Company is considered a development stage company with limited
assets or capital, and with no operations or income since approximately 1997.
The costs and expenses associated with the preparation and filing of this
registration statement and other operations of the Company have been paid for by
a shareholder, specifically Gregory D. Nichols (see Item 4, Security Ownership
of Certain Beneficial Owners and Management Gregory D. Nichols is the
controlling shareholder). Mr. Nichols has agreed to pay future costs associated
with filing future reports under Exchange Act of 1934 if the Company is unable
to do so. It is anticipated that the Company will require only nominal capital
to maintain the corporate viability of the Company and any additional needed
funds will most likely be provided by the Company's existing shareholders or its
sole officer and director in the immediate future. Current shareholders have not
agreed upon the terms and conditions of future financing and such undertaking
will be subject to future negotiations, except for the express commitment of Mr.
Nichols to fund required 34 Act filings. Repayment of any such funding will also
be subject to such negotiations. However, unless the Company is able to
facilitate an acquisition of or merger with an operating business or is able to
obtain significant outside financing, there is substantial doubt about its
ability to continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans may but do not currently provide for experts to
secure a successful acquisition or merger partner so that it will be able to
continue as a going concern. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that the current Director of the
Company is to fund required future filings under the 34 Act, and existing
shareholders have expressed an interest in additional funding if necessary to
continue the Company as a going concern.
Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above. Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue expenses until such time as
a successful business consolidation can be made. The Company will not be a
condition that the target company must repay funds advanced by its officers and
directors. Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital most likely the only method available to the Company would be the
private sale of its securities. Because of the nature of the Company as a
<PAGE>
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a commercial or
private lender. There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of the
Company's business and operations, and other such matters are forward-looking
statements. These statements are based on certain assumptions and analyses made
by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However, whether
actual results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, general economic
market and business conditions; the business opportunities (or lack thereof)
that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company. Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.
PART II
Item 1. Legal Proceedings.
The Company is currently not a party to any pending legal proceedings
and no such action by, or to the best of its knowledge, against the Company has
been threatened. The Company was inactive from late 1995 through the date of
this Form 10-SB.
Item 2. Changes in Securities and Use of Proceeds
None
<PAGE>
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending January 31, 2000,
covered by this report to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated
herein by reference, as follows:
Exhibit No. Description
- ---------- -----------------------------------------------
3(i).1 Articles of Incorporation filed April 18, 1997
3(i).2 Articles of Amendment filed August 8, 1999
3(ii).1 By-laws
27 * Financial Data Schedule
- ----------------
(1) Incorporated herein by reference to the Company's Registration Statement on
Form 10-SB.
* Filed herewith
(b) No Reports on Form 8-K were filed during the quarter ended January 31,
2000
<PAGE>
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.
Aquaculture Resources Management, Inc.
(Registrant)
Date: March 13, 2000 BY: /s/ Gregory D. Nichols
-----------------------------------
Gregory D. Nichols, President
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 Signature Title
- -------------- --------------------- ------------------
March 13, 2000 BY:/s/ Gregory D. Nichols
------------------------ President, Secretary,
Gregory D. Nichols Treasurer, Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001094339
<NAME> Aquaculture Resources Management, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. Currency
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> Jul-31-1999
<PERIOD-START> Aug-01-1999
<PERIOD-END> Jan-31-2000
<EXCHANGE-RATE> 1
<CASH> 16,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,000
<CURRENT-LIABILITIES> 2,000
<BONDS> 0
0
0
<COMMON> 600
<OTHER-SE> 14,000
<TOTAL-LIABILITY-AND-EQUITY> 16,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,000)
<INCOME-TAX> 0
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<NET-INCOME> (6,000)
<EPS-BASIC> (0.01)
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</TABLE>
