AQUACULTURE RESOURCES MANAGEMENT INC
10QSB, 2000-12-14
NON-OPERATING ESTABLISHMENTS
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                     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: October 31, 2000
Commission file no.:   0-27381

                     Aquaculture Resources Management, Inc.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

         Florida                                      65-0877740
--------------------------------                  --------------------
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                              Identification No.)

265 Sunrise Avenue, Suite 204
Palm Beach, FL                                            33480
--------------------------------                    ------------------
(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
            --------------------------------------------------------
                                (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 October 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.


TABLE OF CONTENTS






                                                                           Page

Accountants' Review Report                                                  F-1

Balance Sheet                                                               F-2

Statement of Operations and Deficit Accumulated
During the Development Stage                                                F-3

Statement of Changes in Stockholders' Equity                                F-4

Statement of Cash Flows                                                     F-5

Notes to Financial Statements                                               F-6





<PAGE>



                               Dorra Shaw & Dugan
                          Certified Public Accountants



INDEPENDENT ACCOUNTANTS' REVIEW REPORT


The Board of Directors and Stockholders
Aquaculture Resources Management, Inc.
Palm Beach, Florida


We have  reviewed  the  accompanying  balance  sheet  of  Aquaculture  Resources
Management,  Inc. (a Florida  corporation and a development stage company) as of
October  31,  2000,  and  the  related  statements  of  Operations  and  Deficit
accumulated during the development stage,  changes in stockholders'  equity, and
Cash Flows for the three  months  ended  October 31, 2000,  in  accordance  with
Statements  on  Standards  for  Accounting  and  Review  Services  issued by the
American Institute of Certified Public Accountants.  All information included in
these  financial   statements  is  the   representation  of  the  management  of
Aquaculture Resources Management, Inc.

A review consists  principally of inquiries of company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based  upon our  review,  we are not aware of any  material  modifications  that
should be made to the accompanying  financial statements in order for them to be
in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As shown in the financial  statements,
the Company has incurred net losses since its inception. The Company's financial
position and  operating  results  raise  substantial  doubt about its ability to
continue as a going concern.  Management's plan regarding those matters also are
described in Note D. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.



/s/ Dorra, Shaw & Dugan
--------------------------------
Certified Public Accountants
December 11, 2000








                     270 South County Road * Palm Beach, FL
               33480 Telephone (561) 822-9955 * Fax (561)832-7580
                              Website: dsd-cpa.com




<PAGE>




<TABLE>
<CAPTION>
AQUACULTURE RESOURCE MANAGEMENT, INC.

(A Development Stage Company)

BALANCE SHEET





 October 31,                                                                  2000
------------------------------------------------------------------------ -------------
<S>                                                                      <C>
ASSETS

Current Assets:
     Cash                                                                $       5,350
---- ------------------------------------------------------------------- -------------

TOTAL CURRENT ASSETS                                                             5,350
------------------------------------------------------------------------ -------------

                                                                         $       5,350
---- ------------------------------------------------------------------- -------------


LIABILITIES

Current Liabilities:
     Accrued expenses                                                    $       5,000
---- ------------------------------------------------------------------- -------------

TOTAL CURRENT LIABILITIES                                                        5,000
------------------------------------------------------------------------ -------------

                                                                                 5,000
---- ------------------------------------------------------------------- -------------


STOCKHOLDERS' EQUITY

     Common stock - $.0001 par value - 50,000,000 shares authorized
           6,000,000 shares issued and outstanding                                 600
     Preferred stock - no par value - 10,000,000 shares authorized
           No shares issued and outstanding                                          -

     Additional paid-in-capital                                                 21,900
     Deficit accumulated during the development stage                          (22,150)
---- ------------------------------------------------------------------- -------------

TOTAL STOCKHOLDERS' EQUITY                                                         350
------------------------------------------------------------------------ -------------

                                                                         $       5,350
---- ------------------------------------------------------------------- -------------
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       F-2



<PAGE>




<TABLE>
<CAPTION>
AQUACULTURE RESOURCES MANAGEMENT, INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS AND DEFICIT
                    ACCUMULATED DURING THE DEVELOPMENT STAGE


For the three months ended October 31,                                 2000
---------------------------------------------------------------- ----------------
<S>                                                              <C>
Revenues                                                         $             -
---------------------------------------------------------------- ----------------


Operating expenses:
    Professional fees                                                      3,000

Total operating expenses                                                   3,000
--- ------------------------------------------------------------ ----------------

Loss before income taxes                                                  (3,000)
    Income taxes                                                               -
--- ------------------------------------------------------------ ----------------

Net loss                                                                  (3,000)

Deficit accumulated during the
         development stage - August 1, 2000                      $       (19,150)
---------------------------------------------------------------- ----------------

Deficit accumulated during the
         development stage - October 31, 2000                    $       (22,150)
---------------------------------------------------------------- ----------------

Net loss per share                                               $       (0.0005)
---------------------------------------------------------------- ----------------

Weighted average shares of
         common stock                                                  6,000,000
---------------------------------------------------------------- ----------------
</TABLE>




     The accompanying notes are an integral part of the financial statements



                                       F-3


<PAGE>




<TABLE>
<CAPTION>
AQUACULTURE RESOURCES MANAGEMENT, INC.
(A Development Stage Company)

Statement of Cash Flows





For the three months ended October 31,                                2000
---------------------------------------------------------------- ---------------
<S>                                                              <C>
Operating Activities:

   Net loss                                                      $       (3,000)
Adjustments to reconcile net loss to net cash
   used by operating activities:
   Decrease in:
         Accrued expenses                                                 1,000
---- --- --- --- ----------------------------------------------- ---------------


Net cash used by operating activities                                    (4,000)
---------------------------------------------------------------- ---------------


Net decrease in cash                                                     (4,000)
---------------------------------------------------------------- ---------------


 Cash - August 1, 2000                                           $        9,350
---------------------------------------------------------------- ---------------

---------------------------------------------------------------- ---------------
 Cash - October 31, 2000                                         $        5,350
---------------------------------------------------------------- ---------------
</TABLE>




     The accompanying notes are an integral part of the financial statements



                                       F-4





<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



Deficit accumulated during
    the development stage                    -     -          -          -      (22,150)    (22,150)
--- ------------------------------- ---------- --------- ------- ---------- ------------ -----------



Balance - October 31, 2000           6,000,000 $   -     $  600  $  21,900  $   (22,150) $      350
----------------------------------- ---------- --------- ------- ---------- ------------ -----------
</TABLE>





     The accompanying notes are an integral part of the financial statements





                                       F-5


<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 October 31, 2000 interim financial statements include all adjustments, which
in the  opinion  of  management  are  necessary  in order to make the  financial
statements not misleading.

Note B - Stockholders' Equity:

On October 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.

                                       F-6


<PAGE>



Note B - Stockholders' Equity (con't):


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 $5,000 in professional fees includes the costs and expenses of
legal and accounting  service  associated with the preparation and filing of the
registration statement.

At October 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 October 31, 2000.


Note C - Income Taxes:


The Company has a net operating loss carry forward of $19,650 that may be offset
against  future  taxable  income.  If not used, the carry forward will expire in
2020.

The amount recorded as deferred tax assets, cumulative as of October 31, 2000 is
$3,000, which represents the amounts of tax benefits of loss carry-forwards. The
Company has  established  a valuation  allowance  for this deferred tax asset of
$3,000, 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 October 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-7




<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
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.



<PAGE>



         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-QSB.

Item 2. Changes in Securities and Use of Proceeds

         None



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  October 31, 2000,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.





<PAGE>



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 October 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: December 14, 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

December  14, 2000        BY:/s/ Gregory D. Nichols
                               ------------------------   President, Secretary,
                                   Gregory D. Nichols     Treasurer, Director











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