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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION ------------------------
Washington, D.C. 20549 OMB Number:3235-0416
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FORM 10-QSB Expires: April 30,2003
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Estimated average burden
hours per response: 32.0
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(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended October 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to ______.
Commission File No. 0-10841
American Millennium Corporation, Inc.
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(Exact name of small business issuer as specified in its charter)
New Mexico 85-0273340
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(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
1010 Tenth Street, Suite 100, Golden, CO 80401
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(Address of principal executive offices)
(303) 279-2002
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(Issuer's telephone number)
Check whether the issuer (1) has 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 [
]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 21,678,863 at December 15, 2000.
Transitional Small Business disclosure Format (check one): Yes [ ] No [ ]
<PAGE>
AMERICAN MILLENNIUM CORPORATION, INC.
AND SUBSIDIARY
FORM 10-QSB
INDEX
PAGE
PART I-FINANCIAL INFORMATION
Item 1-Consolidated Financial Statements (unaudited)
Consolidated Balance Sheet - October 31, 2000 and 1999 (unaudited) 1
Consolidated Statements of Income and Other Comprehensive Income-
Three Months ended October 31, 2000 and 1999 (unaudited) 2
Consolidated Statements of Cash Flows - Three Months
ended October 31, 2000 and 1999 (unaudited) 3
Notes to Consolidated Financial Statements 5
Item 2-Management's Discussion and Analysis or Plan of Operation 6
PART II-OTHER INFORMATION
Item 1 -Legal Proceedings 7
Item 2 -Changes in Securities 7
Item 3 -Defaults Upon Senior Securities 7
Item 4 -Submission of matters to a Vote of Securities Holders 7
Item 5 -Other Information 8
Item 6 -Exhibits and reports on Form 8-K 8
<PAGE>
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PART I - FINANCIAL INFORMATION
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Item 1-Consolidated Financial Statements (unaudited)
The financial statements in response to this item are as follows:
AMERICAN MILLENNIUM CORPORATION, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET (Unaudited)
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October 31, 2000
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ASSETS
CURRENT ASSETS
Cash and cash equivalents .......................... $ 100,486
Accounts receivable, less allowance for doubtful
accounts of $1,564 ............................... 29,130
Inventories ........................................ 21,525
Prepaid expenses ................................... 27,633
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TOTAL CURRENT ASSETS ................................. 178,774
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PROPERTY AND EQUIPMENT, NET .......................... 178,370
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OTHER ASSETS
Long-term portion of non-compete agreement ......... 138,639
Available-for-sale equity security ................. 14,390
Security deposits .................................. 7,407
Other assets ....................................... 760
Deferred income tax asset, less valuation
allowance of $3,385,497 ........... --
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TOTAL OTHER ASSETS ................................... 161,196
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TOTAL ASSETS .........................................$ 518,340
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LIABILITIES AND DEFICIENCY IN ASSETS
CURRENT LIABILITIES
Accounts payable ....................................$ 402,281
Accrued payroll and related taxes ................... 60,534
Accrued liabilities ................................. 369,848
Current portion of capitalized lease obligations .... 17,326
Notes payable to officers ........................... 253,489
Notes payable to related parties .................... 115,137
Notes payable to shareholder ......................... 101,487
Advances from officers .............................. 11,494
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TOTAL CURRENT LIABILITIES ............................. 1,331,596
Long-term portion of capitalized lease obligations 16,713
Notes payable to shareholders 95,000
Notes payable to officer 114,500
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TOTAL LIABILITIES .................................... 1,557,809
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DEFICIENCY IN ASSETS
Preferred stock, 10,000,000 shares authorized;
none issued --
Common stock, $.001 par value, 60,000,000 shares
authorized; 21,653,863
issued and outstanding ........................... 21,654
Additional paid-in capital ......................... 14,281,842
Accumulated deficit.................................(15,354,315)
Accumulated other comprehensive income ............. 11,350
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TOTAL DEFICIENCY IN ASSETS ........................... (1,039,469)
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TOTAL LIABILITIES AND DEFICIENCY IN ASSETS ...........$ 518,340
=============================================================================
See accompanying notes.
<PAGE>
AMERICAN MILLENNIUM CORPORATION, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Restated)
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For the Three Months Ended October 31, 2000 1999
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REVENUES..............................................$ 74,411 $ 95,796
COST OF REVENUES ..................................... 74,076 52,071
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GROSS PROFIT.......................................... 335 43,725
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Compensation to officers and directors ............. 137,000 132,899
Consulting - others ................................ 147,551 29,486
Professional ....................................... 38,029 31,873
Employee salaries .................................. 145,256 --
Employee benefits and payroll taxes ................ 51,969 --
Travel ............................................. 35,146 17,878
Telephone and utilities ............................ 12,487 2,193
Depreciation and amortization ...................... 14,870 3,138
Other .............................................. 55,024 87,324
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TOTAL SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ... 637,332 304,791
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LOSS FROM OPERATIONS ................................. (636,997) (261,066)
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OTHER INCOME (EXPENSES)
Interest expense ................................... (15,095) --
Amortization of loan costs ......................... (41,875) --
Settlement on severance............................. 27,218 --
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TOTAL OTHER INCOME (EXPENSES) ........................ (29,752) --
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LOSS BEFORE INCOME TAXES ............................. (666,749) (261,066)
INCOME TAXES ......................................... -- --
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NET LOSS ............................................. (666,749) (261,066)
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BASIC AND DILUTED NET LOSS PER COMMON SHARE .......... $(0.03) $(0.02)
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
(BASIC AND DILUTED) ................................. 21,570,739 14,730,132
==============================================================================
See accompanying notes.
<PAGE>
AMERICAN MILLENNIUM CORPORATION, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Restated)
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For the Three Months Ended October 31, 2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) ........................................$ (666,749) $ (261,066)
Adjustments to reconcile net (loss) to net
cash used used by operating activities:
Depreciation and amortization ................. 9,720 3,138
Amortization of loan costs..................... 45,041 --
Provision for bad debts ....................... 1,564 --
Common stock exchanged for services ........... 54,691 33,000
(Increase) decrease in assets:
Accounts receivable ........................... (6,795) (10,587)
Inventory ..................................... (364) 2,237
Prepaid expenses .............................. 13,881 --
Increase (decrease) in liabilities:
Accounts payable .............................. 175,489 6,258
Accrued payroll and related taxes ............. 16,385 --
Accrued liabilities ........................... (48,649) 89,838
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NET CASH USED BY OPERATING ACTIVITIES ................. (405,786) (137,182)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Disbursements
Acquisition of property and equipment .............. (33,376) --
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DISBURSEMENTS FROM INVESTING ACTIVITIES ............... (33,376) --
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NET CASH USED BY INVESTING ACTIVITIES ................. (33,376) --
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CASH FLOWS FROM FINANCING ACTIVITIES:
Receipts
Proceeds from notes payable to officers ............. 139,500 50,000
Proceeds from related parties, net .................. -- 9,000
Proceeds from note payable stockholder .............. 170,000 --
Proceeds from issuance of common stock, net ......... 125,000 79,510
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RECEIPTS FROM FINANCING ACTIVITIES ..................... 434,500 138,510
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Disbursements
Payments on notes due related parties ............... -- (1,600)
Payments on advances by officers, net ............... -- (5,431)
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DISBURSEMENTS FROM FINANCING ACTIVITIES ................ -- (7,031)
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NET CASH PROVIDED BY FINANCING ACTIVITIES .............. 434,500 131,479
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NET DECREASE IN CASH AND CASH EQUIVALENTS .............. (4,662) (5,703)
CASH AND CASH EQUIVALENTS - BEGINNING .................. 105,148 6,961
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CASH AND CASH EQUIVALENTS - ENDING .....................$ 100,486 $ 1,258
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SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest ..........................................$ 15,095 $ --
Income taxes ......................................$ -- $ --
In addition to amounts reflected above, common stock was issued for:
Notes payable to related parties ..................$ -- $ 6,250
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See accompanying notes.
<PAGE>
AMERICAN MILLENNIUM CORPORATION, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. GENERAL BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
General
The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the
Securities and Exchange Commission and do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the Company has made all
adjustments necessary for a fair presentation of the results of the interim
periods, and such adjustments consist of only normal recurring adjustments. The
results of operations for such interim periods are not necessarily indicative of
results of operations for a full year.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Basic and diluted net loss per common share
Net income per common share has been computed (basic and diluted) for all
periods presented and is based on the weighted average number of shares
outstanding during the period. There are no common stock equivalents resulting
from dilutive stock options.
NOTE 2. RECLASSIFICATIONS AND RESTATEMENTS
Amounts in the prior year financial statements have been reclassified for
comparative purposes to conform with the presentation of the current period
financial statements. Additionally, retroactive effect has been given to the
merger for purposes of comparative financial statement presentation.
NOTE 3. RELATED PARTY TRANSACTIONS
During the three months ended October 31, 2000, officers of the Company advanced
$139,500 to the Company in the form of 30 day unsecured notes bearing interest
at the rate of 11% per annum. During the same period, two unrelated outside
investors advanced $95,000 to the Company in the form of 30 day unsecured notes
bearing interest at the rate of 11% per annum. As of October 31, 2000, neither
of these notes has been repaid.
Effective September 30, 2000, James C. Statham resigned as a director of the
Company. As part of his severance agreement, the Company has agreed to pay the
aggregate sum of $42,829 of accrued compensation and $10,872 for reimbursement
of past expenses in 10 monthly payments of $5,371 commencing November 15, 2000.
NOTE 4. COMMON STOCK
On August 24, 2000, the Board of Directors authorized the issuance of 50,000
shares of restricted common stock to one private investor. The Company received
net proceeds of $50,000 from the sale of these shares. The stock purchase
included a warrant to purchase an equivalent number of additional common shares
of the Company at a purchase price of $1.00 per share.
On September 18, 2000, the Board of Directors authorized the issuance of 131,579
shares of restricted common stock to two private investors. The Company received
net proceeds of $75,000 from the sale of these shares.
On October 3, 2000, the Company terminated its agreement with The Charterbridge
Financial Group, Inc. 70,000 shares of the Company's unregistered common stock
and a cash payment of $13,500 are to be paid by the Company in settlement of the
agreement. On October 26, 2000 the Company issued 70,000 shares of restricted
common stock to the Charterbridge Financial Group, Inc. in partial satisfaction
of the termination agreement.
NOTE 5. OPERATING AND ECONOMIC CONDITIONS
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. However, conditions have limited the ability of the
Company to market its products and services at amounts sufficient to recover its
operating and administrative costs. The Company has incurred operating losses of
$666,749 and $261,066 for the periods ending October 31, 2000 and 1999,
respectively. In addition, the Company has used substantial working capital in
its operations. As of October 31, 2000, current liabilities exceed current
assets by $1,152,822.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts or
classifications of liabilities that might be necessary in the event the Company
cannot continue in existence.
NOTE 6. SUBSEQUENT EVENTS
Subsequent to October 31, 2000, the Company entered into a Series 1 Convertible
Note Purchase Agreement providing for the offer, sale, issuance, and delivery of
up to $675,000 in principal amount of Series 1 Convertible Notes with Purchase
Warrants. Under the Agreement, the Company shall issue $675,000 principal amount
of Convertible Notes convertible into 750,000 shares of Common Stock of the
Company at $.90 per share. With such Convertible Notes the Company will issue
Purchase Warrants entitling the holder to purchase up to 750,000 shares of the
Common Stock of the Company at an exercise price of $.90 per share.
Additionally, until May 9, 2001, the purchaser will have an option to purchase
an additional Convertible Note under the same terms and conditions contained
herein, except that the Company shall issue $600,000 principal amount of
Convertible Notes convertible into 666,667 shares of Common Stock of the Company
at $.90 per share. With such Convertible Notes the Company will issue Purchase
Warrants entitling the holder thereof to purchase up to 666,667 shares of the
Common Stock of the Company at an exercise price of $.90 per share.
Pursuant to the Convertible Note agreement, the Company received $25,000 on
October 26, 2000, $50,000 on October 30, 2000 and the final $600,000 on November
9, 2000.
On November 15, 2000, the Board of Directors authorized the issuance of 25,000
shares of restricted common stock to one private investor. The Company received
net proceeds of $25,000 from the sale of these shares. The stock purchase
included a warrant to purchase an equivalent number of additional common shares
of the Company at a purchase price of $1.00 per share.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operations
SAFE HARBOR STATEMENT
Certain statements in this Form 10-QSB, including information set forth under
Item 2 - Management's Discussion and Analysis or Plan of Operations constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the Act). American Millennium Corporation, Inc.
desires to avail itself of certain 'safe harbor' provisions of the Act and is
therefore including this special note to enable us to do so. Forward-looking
statements in this Form 10-QSB or hereafter included in other publicly available
documents filed with the Securities and Exchange Commission, reports to our
stockholders and other publicly available statements issued or released by us
involve known and unknown risks, uncertainties and other factors which could
cause our actual results, performance (financial or operating) or achievements
to differ from the future results, performance (financial or operating) or
achievements expressed or implied by such forward-looking statements. Such
future results are based upon management's best estimates based upon current
conditions and most recent results of operations.
Sales
During the three months ended October 31, 2000, revenues decreased approximately
22% compared to the same period in 1999. The decline is attributable to the
engineering and development focus on technical improvements to our products. The
goal is to develop quality new products that grow revenue and earnings in
markets we compete in.
Cost of Revenues
Cost of revenues increased approximately 42% in the three-month period ended
October 31, 2000, as compared to October 31, 1999. This increase is primarily
due to the nature of revenues earned. The costs associated with developing new
products is higher than those associated with existing products.
Payroll, Payroll Taxes and Related Benefits
Payroll, payroll taxes, and related benefits increased $197,225 in the three
months ended October 31, 2000, as compared to October 31, 1999. This is
attributable to the fact that we had no employees during the prior three months
ended October 31, 1999. The total number of employees as of October 31, 2000, is
14.
General and Administrative
There was an approximate 110% increase in total selling, general and
administrative expenses compared to the three-month period a year ago. The
general, selling and administrative costs have increased due to our expansion of
operating facilities, new product development, new marketing initiatives, and an
increase in our administrative, operations, engineering and sales staff.
Consulting fees
Consulting fees increased 500% from $29,486 to $147,551 for the three months
ended October 31, 2000 and 1999, respectively. The large increase is primarily
due to the fact that we have increased our development of new and existing
products that requires us to engage outside consultants and also the hiring of
Charterbridge Financial, whose agreement was terminated October 3, 2000.
Other Income and Expenses
Interest expense increased to $15,095 for the three months ended October 31,
2000. This increase is due to the accrual of interest on loans from related
parties, including our officers. Loan costs increased to $41,875 for the three
months ended October 31, 2000. This increase is due to the amortization of the
debt discount associated with convertible notes dated April 7, 2000 and June 6,
2000. Other income increased to $27,218 for the three months ended October 31,
2000. This increase is primarily due to the resignation and severance agreement
reached with one of our directors, James Statham effective September 30, 2000.
As part of this agreement, Mr. Statham agreed to a settlement in an amount of
$37,884 less than the amount that was owed him, resulting in a write-down of the
accrued liability in the same amount.
Net Loss
The net loss has increased to $666,749 or $.03 per share as compared to
$261,066, or $.02 per share, for the three months ended October 31, 2000 and
1999 respectively. Net loss has increased primarily because of our focus on the
research and development of digital, wireless and wireline telecommunications
systems and our efforts to increase the quality of our existing products and
produce future revenues.
Financial Condition, Liquidity and Capital Resources
We understand that cash equivalents on hand at October 31, 2000 are not adequate
to meet even our short-term capital needs. As a result of net losses incurred,
we have used substantial working capital in our operations. As of October 31,
2000, current liabilities exceeded current assets by $1,152,822 compared to
$538,862 as of October 31, 1999.
During the last four months we have sold 206,579 shares of our common stock for
proceeds of $150,000. Additionally, on November 9th we received $675,000
pursuant to a convertible note agreement. Although we believe that our current
and several new investors are commited to our future success, which will enable
us to meet our future capital requirements, there can be no assurance that
additional funds will be available when needed on commercially reasonable terms.
Conditions have existed to limit our ability to market our products and services
at amounts sufficient to recover an acceptable amount of operating and
administrative costs. However, we anticipate that newly instituted controls and
new products should reverse this condition within the next fiscal year.
We have nearly 50 demonstration units in the field currently being assessed by
various customers and resellers. Within the next fiscal year, we anticipate
several orders, which will have a significant impact on our net sales and income
from continuing operations.
We believe that a significant base of recurring revenues derived from monthly
satellite and paging monitoring charges will continue to build value for the
shareholders. Our principal marketing efforts are directed toward the oil and
gas, intermodal container industries, which have a need for monitoring of high
value assets, with the majority of the effort being directed toward the oil and
gas industry. We anticipate that during the year 2001, revenues will increase
from the enrollment of subscribers based in its various initiatives underway
with oil and gas producers as well as manufacturers of gas compressors and
control panels for those compressors. We will continue to market our services to
those companies for deployment of its system on a fleet basis in order to
optimize upon subscriber enrollment. We currently have over 200 satellite
subscriber communicators (the industry term for transceivers) deployed in field
operations. These units are currently monitoring a variety of assets both
domestically and abroad.
We have made no material commitments for capital expenditures and expect no
significant changes in the number of employees. We will continue to outsource
production and manufacturing. Research, development, and major marketing efforts
will be performed by our existing employees.
<PAGE>
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
On August 24, 2000, the Board of Directors authorized the issuance of 50,000
shares of restricted common stock to one private investor. The Company received
net proceeds of $50,000 from the sale of these shares. The stock purchase
included a warrant to purchase an equivalent number of additional common shares
of the Company at a purchase price of $1.00 per share.
On September 18, 2000, the Board of Directors authorized the issuance of 131,579
shares of restricted common stock to two private investors. The Company received
net proceeds of $75,000 from the sale of these shares.
On October 26, 2000 the Company issued 70,000 shares of restricted common stock
to the Charterbridge Financial Group, Inc. in partial satisfaction of the
termination agreement for consulting services in the amount of $54,691.
Subsequent to October 31, 2000, the Company entered into a Series 1 Convertible
Note Purchase Agreement providing for the offer, sale, issuance, and delivery of
up to $675,000 in principal amount of Series 1 Convertible Notes with Purchase
Warrants. Under the Agreement, the Company shall issue $675,000 principal amount
of Convertible Notes convertible into 750,000 shares of Common Stock of the
Company at $.90 per share. With such Convertible Notes the Company will issue
Purchase Warrants entitling the holder to purchase up to 750,000 shares of the
Common Stock of the Company at an exercise price of $.90 per share.
Additionally, until May 9, 2001, the purchaser will have an option to purchase
an additional Convertible Note under the same terms and conditions contained
herein, except that the Company shall issue $600,000 principal amount of
Convertible Notes convertible into 666,667 shares of Common Stock of the Company
at $.90 per share. With such Convertible Notes the Company will issue Purchase
Warrants entitling the holder thereof to purchase up to 666,667 shares of the
Common Stock of the Company at an exercise price of $.90 per share.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders
No matters were submitted to a vote.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - 4 Convertible note agreements
27 Financial Data Schedule
(b) Reports on Form 8-K - None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
American Millennium Corporation, Inc.
DATED: December 15, 2000 By: /s/ Andrew F. Cauthen
----------------------------------
Andrew F. Cauthen,President
(Chief Executive 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.
DATED: December 15, 2000 By: /s/ Andrew F. Cauthen
---------------------------------
Andrew F. Cauthen, Director,
President, Chief Executive Officer,
(Chief Executive Officer)
DATED: December 15, 2000 By: /s/ Bruce R. Bacon
----------------------------------
Bruce R. Bacon, Director, Chief
Technology Officer, Vice President
of Engineering
DATED: December 15, 2000 By: /s/ Shirley Harmon
----------------------------------
Shirley Harmon, Director
(Corporate Secretary)
DATED: December 15, 2000 By: /s/ Stephen F. Watwood
----------------------------------
Stephen F. Watwood, Director, Chairman
of the Board, Vice President of
Business Development
DATED: December 15, 2000 By: /s/ Thomas W. Roberts
----------------------------------
Thomas W. Roberts, Treasurer
(Principal Financial Officer)
