UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2000
Or
[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number:
Augrid of Nevada, Inc.
(Exact name of registrant as specified in its charter)
Nevada 34-1878390
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
140 Public Square, The Park 44114
Building, Suite 208, Cleveland, (Zip Code)
Ohio
(Address of principal executive
offices)
(216) 344-9800
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
49,889,348
AUGRID OF NEVADA, INC.
(A Development Stage Company)
Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Independent Accountant's Review Report 4
Balance Sheet March 31, 2000 5
Statement of Income for the three month period ended March 7
31, 2000
Statement of Retained Earnings as of March 31, 2000 8
Statement of Cash Flows for the three month period ended 9
March 31, 2000
Notes to Financial Statements - as of March 31, 2000 10
Item 2. Management's Discussion and Plan of Operation 15
PART II - OTHER INFORMATION
Item 6. Exhibits 16
SIGNATURES 17
AuGRID OF NEVADA, INC.
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
JUNE 30, 2000
TOGETHER WITH
ACCOUNTANT'S REVIEW REPORT
AuGRID OF NEVADA, INC.
Financial Statements
TABLE OF CONTENTS
PAGE NO.
Review Report
Balance Sheet as of June 30, 2000 2-3
Statement of Income for the six month period ended 4
June 30, 2000
Statement of Retained Earnings as of June 30, 2000 5
Statement of Cash Flows for the six month period 6
ended June 30, 2000
Notes to the Financial Statements - as of June 30, 7-11
2000
HENRY L. CREEL CO., INC.
Certified Public Accountant
(216) 491-0800
Fax (216) 491-0803
To Shareholders and Board of Directors
AuGRID OF NEVADA, INC.
140 Public Square Suite 208
Cleveland, Ohio 44114
ACCOUNTANT'S REVIEW REPORT
I have reviewed the accompanying balance sheet of AuGRID OF NEVADA,
INC. (a Nevada Development Stage Corporation) as of June 30, 2000,
and the related statement of income, retained earnings and cash
flows for the six months period January 1, 2000 through June 30,
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 this financial
statement is the representation of the management of the AuGRID OF
NEVDAD, 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, I do not express such an opinion.
Based on my reviews, I am not aware of any modifications that
should be made to the accompanying financial statements in order to
be in conformity with generally accepted accounting principles.
/s/ Henry L. Creel Co., Inc.
August 7, 2000
3587 LEE ROAD * SHAKER HEIGHTS * OHIO 44120
-1-
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AuGRID OF NEVADA, INC.
Balance Sheet
As of June 30, 2000
ASSETS
CURRENT ASSETS
Cash 43,584
Prepaid Expenses 500
Consultant Advances 6,564
Total Current Assets 50,648
PROPERTY AND EQUIPMENT (Note 1)
Machinery And Equipment 68,080
Furniture And Fixtures 7,686
Office Equipment 14,176
Total Property At Cost 89,942
Less: Accumulated Depreciation ( 9,418)
and Amortization
Net Property and Equipment 80,524
OTHER ASSETS
Deposit Building Construction 10,000
Deferred Charges (Note 5) 815,959
Total Other Assets 825,959
TOTAL ASSETS 957,131
See Accountant's Review Report
-2-
AuGRID OF NEVADA, INC.
Balance Sheet
June 30, 2000
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Account Payable - Trade $
23,301
Convertible Subordinated Promissory 932,114
Notes (note 4)
Total Current Liabilities 955,415
STOCKHOLDERS' EQUITY
Capital Stock
Preferred Stock $0.001 par value 127,000
10,000,000 shares authorized
and
317,500 shares issued and
outstanding
Common Stock $0.001 par value 1,868,511
90,000,000 shares authorized;
49,889,348 shares issued and
outstanding,
and stated at:
Retained Earnings (Deficit) (1,993,795)
Total Stockholders' Equity 1,716
TOTAL LIABILITIES AND $
STOCKHOLDERS' EQUITY 957,131
See Accountant's Review Report
-3-
AuGRID OF NEVADA, INC.
Statement of Income
For the Six Month Period Ended June 30, 2000
Net Sales (Note 1) $ -0-
Interest Income 100
Total Revenue 100
Direct Cost -0-
Gross Profit 100
General and Administrative Expenses
Consultants 225,272
Auto Expense 30,609
Insurance 781
Rent 9,864
Repairs & Maintenance 4,968
Lease Equipment 3,429
Furniture Lease 7,438
Direct Travel 82,842
Legal Fees 63,380
Accounting Fees 16,100
Miscellaneous Expenses 31,256
Computer Expense 21,313
Office Supplies 5,605
Office Expense 10,228
Postage and Delivery 4,036
Telephone 27,002
Total General and Administrative 544,123
Expenses
Income (Loss) Before Depreciation (544,023)
Depreciation -0-
Income (Loss) Before Income Taxes (544,023)
Provision for Income Taxes (Note 2) -0-
Net Income (Loss) $ (544,023)
See Accountant's Review Report
-4-
AuGRID OF NEVADA, INC.
Statement of Retained Earnings
As of June 30, 2000
Balance, at Beginning of Period $ (1,449,772)
(Deficit)
Add: Net Income (Loss) for the ( 544,023)
Period
Balance, at End of Period (Deficit) $ (1,993,795)
See Accountant's Review Report
-5-
AuGRID OF NEVADA, INC.
Statement of Cash Flows
As of June 30, 2000
OPERATING ACTIVITIES
Net Income (Loss) $ ( 544,023)
Adjustments to reconcile Net Income
to
Net Cash provided by Operating
Activities:
Depreciation and Amortization -0-
Changes in Operating Assets and
Liabilities Net:
Increase in Consultant Advances ( 7,064)
Proceeds from Promissory Notes 610,659
Increase in Accounts Payable 15,392
Net Cash Used by Operating $
Activities 74,964
INVESTING ACTIVITIES
Purchase of Equipment ( 5,000)
Increase in Deposits ( 10,000)
Increase in Deferred Charges (115,959)
Net Cash Used by Investing
Activities (121,959)
FINANCING ACTIVITIES
Net cash provided by financing
activities -0-
Increase in Cash and Cash Equivalents ( 46,995)
Cash and Cash Equivalents at 90,579
Beginning of Period
Cash and Cash Equivalents at End of
Period 43,584
See Accountant's Review Report
-6-
AuGRID OF NEVADA, INC.
Notes to Financial Statements
As of June 30, 2000
Note 1 Organization and Summary of Significant
Accounting Policies
A. Organization
AuGRID OF NEVADA, INC., (a Nevada Development
Stage Corporation) formed under the laws of the
State of Nevada, is a technology development firm
specializing in Thin Cathode Ray Tube (TCRT)
technology. The company currently has no
operations and, in accordance with SFAS #7 is
considered a development corporation.
B. Basis of Presentation
The financial records of the company are
maintained on the accrual basis of accounting.
The accompanying financial statements have been
prepared on the accrual basis of accounting in
accordance with generally accepted accounting
principles.
C. Property and Equipment
All property and equipment is stated at cost.
The Company provides for depreciation, using the
straight line method, over the estimated useful
lives of the respective assets, as follows:
Years
Machinery and Equipment $68,080 7
Furniture and Fixtures 7,686 7
Office Equipment 14,176 5
Total Property & Equipment $89,942
Major renewals and improvements of property and
equipment are capitalized, while replacements,
maintenance and repairs which do not improve or
extend the lives of the assets are charged
against current operations.
When property and equipment is disposed of, any
gain or loss is included in current operations.
-7-
AuGRID OF NEVADA, INC.
Notes to Financial Statements
As of June 30, 2000
D. Going Concern
The company's financial statements are prepared
using the generally accepted accounting
principles applicable to a going concern, which
contemplates the realization of assets and
liquidation of liabilities in the normal course
of business. However, the Company has no
current source of revenue. Without realization
of additional capital, it would be unlikely for
the Company to continue as a going concern. It
is management's plan to begin producing sales
in late 2000 or early 2001.
E. 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.
Note 2 Income Taxes
The Company is a C Corporation for Federal
Income Tax purposes. There is no provision for
Federal Income tax because of an unexpired net
operating loss carry forward.
-8-
AuGRID OF NEVADA, INC.
Notes to Financial Statements
As of June 30, 2000
Note 3 Capitalization
On March 1, 1998, AuGRID Corporation's current
controlling shareholders purchased controlling
interest in Ironwood Ventures via the purchase
of approximately 4,616,111 shares of Common
Stock of Ironwood Ventures' in private
transactions; this represented approximately
62.2 percent (62.2%) of Ironwood Ventures'
issued and outstanding Common Stock.
On March 2, 1998, Ironwood Ventures' executed
a forward stock split of its stock, 6.06571228
to 1. In addition, Ironwood Ventures'
increased its authorized shares to 90,000,000
common shares, par value $0.001, 10,000,000
preferred shares, par value $0.001, and
changed its name to AuGRID of Nevada, Inc.
On March 13, 1998, Ironwood Ventures' - now
called AuGRID of Nevada, Inc. - executed an
asset purchase agreement purchasing
substantially all of the assets of AuGRID
Corporation, a Delaware corporation
hereinafter referred to as "AuGRID of
Delaware", a company under common control by
the control shareholders of the Ironwood
Ventures', for 1,000,000 newly issued shares
of Ironwood Ventures'. This was not a third
party, arms length transaction, and due to the
development stage and specialized nature of
the assets/technology that Ironwood Ventures'
purchased, the Company's management is unable
to determine how this transaction would
compare to a similar arms length transaction.
The shares of common stock were spun off to
AuGRID of Delaware shareholders on a pro-rate
basis on March 13, 1998.
-9-
AuGRID OF NEVADA, INC.
Notes to Financial Statements
As of June 30, 2000
Note 4 Convertible Subordinated Promissory Note
Pursuant to the convertible subordinated
promissory note and convertible debenture/note
purchase agreement, the company shall incur a
future obligation to pay interest at the rate
of three percent (3%) per annum (the "Initial
Interest Rate") on the principal of notes
outstanding during the period beginning on the
date of the receipt of the proceeds and ending
on the date that the principal amount of notes
becomes due and payable. Interest shall
accrue until the date of conversion and shall
be payable in full on the conversion date.
The Voluntary Conversion by holder of notes
has the right, at the holders option, at any
time prior to payment in full of the principal
balance of notes, to convert notes, in whole
or in part, into fully paid and nonassessable
share of common stock of the company. The
number of shares of common stock into which
notes may be converted ("Conversion Shares")
shall be determined by dividing the aggregate
principal amount together with all accrued
interest to the date of conversion by the
conversion price in effect at the time of such
conversion. The initial conversion price
should be equal to Fifty Cents ($0.50). The
Automatic Conversion means that the entire
principal amount of notes shall be
automatically converted into shares of common
stock at the conversion price at the time in
effect immediately after the company is fully
reporting with the Securities and Exchange
Commission and listed and traded on the OTCBB
or such other national market or exchange.
Note 5 Deferred Charges
Deferred charges consists of organizational
cost in connection with starting the
corporation and cost of stock offering. Also
including in the deferred charges are research
and development costs of the development stage
company. No amortization will be charged
until the company start operations.
-10-
AuGRID OF NEVADA, INC.
Notes to Financial Statements
As of June 30, 2000
Note 6 Litigation and Contingent Liabilities
There is a legal action pending against the
AuGRID of Nevada, Inc., involving a claim, a
Company have regarding a contract dispute, and
also individual with a dispute regarding a
financial advisory agreement with AuGRID of
Nevada, Inc. The action is being handled by
the counsel of AuGRID of Nevada, Inc. due to
the nature of the action and the inherent
uncertainty regarding the outcome of any
litigation, the company at this time is unable
to determine whether any material loss will
result for this litigation.
-11-
Item 2. Management's Discussion and Plan of Operation
General
Augrid of Nevada, Inc., hereinafter referred to as the "Company,"
"Augrid", or "AGRD" was organized by the filing of articles of
incorporation with the Secretary of State of the State of Nevada on
August 4, 1995. The Company was formerly known as Ironwood
Ventures, Inc., hereinafter referred to as "Ironwood," and changed
its name in March of 1998 after a change of control. The original
articles of incorporation of the Company authorized the issuance of
seven million five hundred thousand (7,500,000) shares of Common
Stock at a par value of $0.01. The articles of the Company were
amended on March 2, 1998, and the Company's amended articles
authorized the issuance of ninety million (90,000,000) shares of
Common Stock at a par value of $0.001 per share and ten million
(10,000,000) shares of Preferred Stock at a par value of $0.001 per
share.
The Company is a developmental stage company with a business
objective to develop, acquire and manage development stage
technologies that assist in the process of developing proprietary
flat panel display technology. The Company, although in its
development stages, is currently a minority-owned research and
development company which has ownership of what management of the
Company believes is the first truly operational flat panel display
technology. The Company believes that the uniqueness of its
proprietary technology lies with the incorporation of a proprietary
ceramic backplane which the Company's management believes will
allow manufacturers to overcome pricing, power and size obstacles
currently facing all other manufacturers in the flat panel display
industry.
Results of Operations
The Company has not generated any revenues since its inception.
The Company has limited operating history. The Company was
organized on August 4, 1995. Activities to date have been limited
primarily to organization, initial capitalization, finding and
securing a management team and board of directors, the development
of a business plan and commencing with initial operational plans.
As of June 30, 2000, the Company has developed a business plan,
effectuated an asset purchase agreement to purchase the technology
and assets of a company in a similar line of business as the
Company, recruited and retained a management team, attained fully-
reporting status with the U.S. SEC and raised capital via a private
placement offerings of stock and debt. As a development stage
company, the Company has no new products or services to announce.
Liquidity and Capital Resources
To date, the Company has attained cash from offerings of its common
stock and the issuance of debt securities. The Company has yet to
generate any revenues. Without the realization of additional
capital, it would be unlikely for the Company to continue as a
going concern. It is management's plan to seek additional capital
through a private offering of its securities once it gets listed on
the NQB's "Pink Sheets" or the OTC-BB. The Company does not have
significant cash or other material assets nor does it have an
established source of revenue sufficient to cover its operating
costs to allow it to continue as a going concern indefinitely.
Until that time, the officers have committed to advance the
operating costs the company interest free.
The officers and directors of the Company may, in the future,
become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests. The Company has not formulated a policy for the
resolution of such conflicts.
PART II - OTHER INFORMATION
Item 6. Exhibits
Exhibit Name and/or Identification of Exhibit
Number
2 Plan of Acquisition
(a)Asset Purchase Agreement with Augrid
Corporation. Incorporated by reference to the
exhibits to the Company's General Form For
Registration Of Securities Of Small Business
Issuers on Form 10-SB, previously filed with
the Commission.
(b)Amendment to Asset Purchase Agreement.
Incorporated by reference to the exhibits to
the Company's General Form For Registration Of
Securities Of Small Business Issuers on Form
10-SB, previously filed with the Commission.
3 Articles of Incorporation & By-Laws
(a)Articles of Incorporation of the Company
filed August 4, 1995. Incorporated by
reference to the exhibits to the Company's
General Form For Registration Of Securities Of
Small Business Issuers on Form 10-SB,
previously filed with the Commission.
(b)Certificate of Amendment of Articles of
Incorporation of the Company filed March 18,
1998. Incorporated by reference to the
exhibits to the Company's General Form For
Registration Of Securities Of Small Business
Issuers on Form 10-SB, previously filed with
the Commission.
(c)By-Laws of the Company adopted August 4,
1995. Incorporated by reference to the
exhibits to the Company's General Form For
Registration Of Securities Of Small Business
Issuers on Form 10-SB, previously filed with
the Commission.
13 Annual or Quarterly Reports
(a) Form 10-KSB for the year ended December 31,
1999. Incorporated by reference to the
Company's Annual Report for Small Business
Issuers, previously filed with the Commission.
(b) Form 10-QSB for the three months ended March
31, 2000. Incorporated by reference to the
Company's Quarterly Report for Small Business
Issuers, previously filed with the Commission.
23 Consent of Experts and Counsel
Consents of independent public accountants
27 Financial Data Schedule
Financial Data Schedule of Augrid of Nevada,
Inc. ending June 30, 2000
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Augrid of Nevada, Inc.
(Registrant)
Date: August 23, 2000
By: /s/ Muhammad J. Shaheed
Muhammad J. Shaheed, President
By: /s/ Mary F. Sloat-Horoszko
Mary F. Sloat-Horoszko, Secretary, Treasurer and Director
