UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-12522
EMI, Inc.
(Exact name of Registrant as specified in its charter)
NEVAD 87-0338148
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6975 South Union Park Center #600, Salt Lake City, Utah 84047
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (801) 256-9600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ x ]
Revenue for the year ended March 31, 2000: $ 0.
As of July 28, 2000 it is unclear as to the aggregate market value of the
voting stock held by non-affiliates of the Registrant. This is due to the
low or almost non-existing trading of the Registrant's Securities.
As of July 28, 2000 the number of shares outstanding of the Registrant's
Common Stock was 5,315,223.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
EMI, Inc., ("the Company")was organized in April 1978 in the State of
Utah under the name "Cody Industries, Inc." and was formerly in the business
of purchasing and selling oil and gas property, mining property, and natural
resource properties.
On May 12, 1982, the Company changed its name to EMI Energy Corporation.
The Company changed its name again on October 22, 1985 to EMI, Inc. May 3,
1999 when the Company was reinstated in Utah the name was changed to Formally
EMI, Inc. Due to conflict with the previous name. On September 8, 1999 the
Company changed its domicile from Utah to Nevada through the formation of a
merger of a wholly-owned Nevada corporation. The name of the Company is
currently EMI, Inc.
The Company is currently seeking a business opportunity merge with or
acquire, but to date has not located in any such business opportunities.
There is no assurance that the Company will be successful in finding any
business opportunity to merge with or acquire.
ITEM 2. DESCRIPTION OF PROPERTY None
ITEM 3. LEGAL PROCEEDINGS None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
In 1999, the shareholders of the Company voted several changes to the
capital structure of the Company as follows:
- Change the domicile from Utah to Nevada;
- Increase authorized common shares to 100,000,000 with a par value of $.001;
- Change the name of the Company to EMI, Inc.;
- Authorize the board to effect a 1 for 100 reverse split of the common
stock with no shareholder being reduced below 100 shares. The stock was
reverse split in 2000.
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company has not been able to obtain any reliable trading history for
the period reported. During the year ended March 31, 2000 there appeared to
be little or no trading in the stock of the Company. As of March 31, 2000,
the Company had approximately 1,894 shareholders of record.
The Company has not declared any cash dividends on its Common Stock since
inception and its Board of Directors has no present intention of declaring
any dividends. For the foreseeable future, the Company intends to retain all
earnings, if any, for use in the development and expansion of its business.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Financial Condition
The Company had no revenue during the year ended March 31, 2000. Total
stockholders' equity was $(933), as compared to $0 at March 31, 1999. The
Company has no operating capital for future operations.
Liquidity and Capital Resources
The Company has no liquid assets and is currently in the process of looking
for business opportunities to merge with or acquire. At minimum, the Company
will need to raise additional capital through private funding to meet the
financial needs of being a reporting company. There is no guarantee that the
Company will be successful in obtaining necessary funding to develop any
business opportunities.
Results of Operations
The Company reported a net loss of $5,933 for the year ended March 31, 2000,
compared to a loss of $0 for the previous year. The Company anticipates
very little or no overhead from future operations until a successor business
can be acquired or merged.
ITEM 7. FINANCIAL STATEMENTS
(a)(1) The following financial statements of the Company and its subsidiaries
have been filed as part of this report (see Item 8 "Financial Statements and
Supplementary Data"):
Independent Auditors' Report
Balance Sheets as of March 31, 2000.
Statements of Operations for the years ended March 31, 2000 and March 31, 1999.
Statement of Stockholders' Equity for the period from April 1, 1998 to March
31, 2000.
Statement of Cash Flows for the years ended March 31, 2000 and March 31, 1999.
Notes to Financial Statements.
(2) Schedules are omitted because of the absence of conditions under which
they are required or because the required information is given in the
financial statements or notes thereto.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
The Company has had no principle accountants since late 1980's. On
the Board of Directors approved the engagement of the firm of Crouch,
Bierwolf & Chisholm as the Certifying Accountant for the Company.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to the Company's Board
of Directors and executive officers. There are no family relationship
between or among any of the Company's directors or executive officers.
Directors and Executive Officers
Age Director
Name (2000) Since Position with the Company
James Anderson 49 1999 Director/President
Mr. Anderson is forty-nine years old. Mr. Anderson is the former owner and
operator of a company called Dinner and Bingo Club. His business experience
for the past seven years has been extensive in the computer, restaurant, and
sales industries.
ITEM 10. EXECUTIVE COMPENSATION
Compensation of Executive Officers and Directors
During the current fiscal year, James Anderson was issued 5,000,000 of
common stock for compensation as an officer/director of the Company.
Employment Agreements and Other Compensation Arrangements
There are currently no agreements with members of management as to
employment or compensation.
Compensation of Non-Employee Directors
There is currently no compensation paid to non-employee directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Amount and Nature
Name and Address Of Beneficial Percent of
of Beneficial Owner Ownership Class
James Anderson 5,000,000 94.1%
Item 12. Certain Relationships and Related Transactions
Other than executive compensation, during the reported year the Registrant
did not enter into any transactions with management which are to be reported
under this Item.
Item 13. Exhibits, and Reports on Form 8-K
(A) Exhibits
Exhibit
No. Description
23.01 Consent of Crouch, Bierwolf & Associates
27.01 Financial Data Schedule
(b) The Registrant filed no current reports on Form 8-K during the fiscal
year ended March 31, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
EMI, Inc.
By:
/s/ James Anderson
Dated: August 7, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons of behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ James Anderson President and Director August 7, 2000
(Principal Executive and Financial Officer)
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant
Financial Statements:
Balance Sheet - March 31, 2000.
Statements of Operations - For the years ended March 31, 2000 and
March 31, 1999.
Statement of Stockholders' Equity - For the period from April 1, 1998 to
March 31, 2000.
Statement of Cash Flows - For the years ended March 31, 2000 and March 31,
1999.
Notes to Financial Statements
INDEPENDENT AUDITOR'S REPORT
Stockholders and Directors
EMI, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheet of EMI, Inc. (a Nevada
Corporation) as of March 31, 2000 and the related statements of operations,
stockholders' equity, and cash flows for the years ended March 31, 2000 and
1999. These financial statements are the responsibility of the company's
management. Our responsibility is to express and opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the over
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of EMI, Inc. at March 31,
2000, and the results of its operations and cash flows for the years ended
March 31, 2000 and 1999 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 discussed in Note 4 to the
financial statements, the Company has little operating capital and has had
only startup operations. These factors raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to
these matters are also described in the Note 4. The financial statements do
not include any adjustments that might result from the outcome oainty.
Salt Lake City, UT
August 7, 2000
EMI, Inc.
Balance Sheet
ASSETS
March 31,
2000
TOTAL ASSETS $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 933
Total Current Liabilities 933
STOCKHOLDERS' EQUITY
Common Stock 100,000,000 shares
authorized at $.001 par value;
5,315,223 shares issued and outstanding 5,315
Capital in Excess of Par Value 1,635,573
Accumulated Deficit (1,641,821)
Total Stockholders' Equity (933)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ -
<PAGE>
EMI, Inc.
Statements of Operations
For the Year For the Year
Ended Ended
March 31, March 31,
2000 1999
REVENUE $ - $ -
EXPENSES
General and Administrative 5,933 -
(5,933) -
NET INCOME (LOSS) - Before Taxes $ - $ -
Taxes (Note 2) - -
INCOME (LOSS) $ (5,933) -
Loss Per Common Share $ - $ -
Average Outstanding Shares 1,148,556 315,223
EMI, Inc.
Statements of Stockholders' Equity
March 31, 2000
Capital in
Common Common Excess of Accumulated
Shares Stock Par Value Deficit
Balance, April
1, 1998 315,223 $ 315 $ 1,635,573 $ (1,635,888)
Net Loss for
the Year - - - -
Balance, March
31, 1999 315,223 315 1,635,573 (1,635,888)
Stock issued for
services at
$.001 per share
(Note 5) 5,000,000 5,000 - -
Net Loss for
the Year - - - (5,933)
Balance,
March 31, 2000 5,315,223 $ 5,315 $ 1,635,573 (1,641,821)
EMI, Inc.
Statements of Cash Flows
For the Year For the Year
Ended Ended
March 31, March 31,
2000 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ (5,933) $ -
Increase (Decrease)
in Accounts Payable 933 -
Shares issued for services 5,000 -
- -
CASH FLOWS FROM
INVESTING ACTIVITIES - -
CASH FLOWS FROM
FINANCING ACTIVITIES - -
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - -
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD - -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ -
CASH PAID DURING THE PERIOD FOR:
Interest $ - $ -
Income Taxes $ - $ -
EMI, Inc.
Notes to the Financial Statements
March 31, 2000
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Background and History
EMI, Inc., ("the Company")was organized in April 1978 in the State of Utah
under the name "Cody Industries, Inc." and was formerly in the business of
purchasing and selling oil and gas property, mining property, and natural
resource properties.
On May 12, 1982, the Company changed its name to EMI Energy Corporation.
The Company changed its name again on October 22, 1985 to EMI, Inc. May 3,
1999 when the Company was reinstated in Utah the name was changed to
Formally EMI, Inc. due to conflict with the previous name. On September 8,
1999 the Company changed its domicile from Utah to Nevada through the
formation of a merger of a wholly-owned Nevada corporation. The name of the
Company is currently EMI, Inc. The Company currently has no operatio
business purpose.
Cash and Cash Equivalents The Company considers all highly liquid
investments with maturities of three months or less to be cash equivalents.
Earnings (Loss) Per Share The computation of earnings (loss) per share of
common stock is based on the weighted average number of shares outstanding at
the date of the financial statements.
NOTE 2 -INCOME TAXES
The Company adopted Statement of Financial Standards No. 109 "Accounting
for Income taxes" in the fiscal year ended March 31, 2000 and was applied
retroactively.
Statement of Financial Accounting Standards No. 109 " Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes. This statement recognizes (a) the amount
of taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the recognition
of accounting transactions for tax and financial reporting purposes. There
were no temporary differences at March 31, 2000 and earlier years;
accordingly, no deferred tax liabilities have been recognized for all years.
The Company has cumulative net operating loss carryforwards of over
$1,500,000 at March 31, 2000. No effect has been shown in the financial
statements for the net operating loss carryforwards as the likelihood of
future tax benefit from such net operating loss carryforwards is not
presently determinable. Accordingly, the potential tax benefits of the net
operating loss carryforwards, estimated based upon current tax rates at
March 31, 2000 have been offset by valuation reserves of the same amount.
EMI, Inc.
Notes to the Financial Statements
March 31, 2000
NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. In these
financial statements, assets, liabilities and earnings involve extensive
reliance on management's estimates. Actual results could differ from those
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using 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. Currently, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a
going concern. It is the intent of Management to find a business with
e or acquire.
NOTE 5 - ISSUANCE OF COMMON STOCK
The Company issued 5,000,000 shares of common stock (post-split) to the
Company's President for services performed.
NOTE 6 - STOCKHOLDERS' ACTIONS
In 1999, the shareholders of the Company voted several changes to the
capital structure of the Company as follows:
Change the domicile from Utah to Nevada;
Increase authorized common shares to 100,000,000 with a par value of $.001;
Change the name of the Company to EMI, Inc.;
Authorize the board to effect a 1 for 100 reverse split of the common
stock with no shareholder being reduced below 100 shares. The stock was
reverse split in 2000. These financial statements reflect the change
retroactively to March 31, 1998.
We hereby consent to the use of our audit report of EMI, Inc. dated July
27, 2000 for the year ended March 31, 2000 in the Form 10KSB Annual Report
for the year 2000.
s/s Crouch, Bierwolf & Associates
Salt Lake City, UT
