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Previous: ALLIANCE MULTI MARKET STRATEGY TRUST INC, NSAR-B, 1999-12-30 |
Next: SEAIR GROUP INC, 10QSB, 1999-12-30 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[x] Quarterly Report Pursuant to Section 13 or 15(d)
Securities Exchange Act of 1934
for Quarterly Period Ended March 31, 1999
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities And Exchange Act of 1934
for the transaction period from _________ to________
Commission File Number 33-55254-10
Seair Group, Inc.
f/k/a Vicuna, Inc.
---------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 87-0438825
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
6831 Edgewater Commerce Parkway, Suite 1110, Orlando, FL 32810
- --------------------------------------------------------------------------------
(Address of principal executive offices, Zip Code)
(407) 445-1035
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Check whether the issuer (1) 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 [ ] No [ X ]
The number of outstanding shares of the registrant's
common stock, par value $.001 as of March 31,
1999 is 7,341,242.
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
SEAIR GROUP, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
(NOTE 1) (NOTE 1)
(Unaudited) (Audited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 26,195 $ 21,081
Notes receivable from stockholder, net -- 12,500
Accounts receivable 23,428 6,066
Inventory, net 155,163 85,127
Prepaid expenses 21,578 30,619
----------- -----------
Total current assets 226,364 155,393
----------- -----------
Property and equipment, net 9,438 9,288
Other assets:
Goodwill, net 452,905 458,812
Deposits 5,140 5,140
----------- -----------
Total other assets 458,045 463,952
----------- -----------
$ 693,847 $ 628,633
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 23,110 $ 6,020
Accrued liabilities 65,904 36,194
Customer deposits 90,660 47,500
Notes payable 24,900 --
Deposits on unissued stock 29,000 --
----------- -----------
Total liabilities 233,574 89,714
----------- -----------
Stockholders' equity:
Common stock, par value $.001, 25,000,000 shares authorized,
7,341,242 and 10,257,575 shares issued and outstanding 7,341 10,257
Additional paid-in capital 1,066,784 973,319
Deficit accumulated during the development stage (613,852) (444,657)
----------- -----------
Total stockholders' equity 460,273 538,919
----------- -----------
$ 693,847 $ 628,633
=========== ===========
</TABLE>
Unaudited -- See accompanying notes to condensed financial statements.
2
<PAGE>
SEAIR GROUP, INC.
CONDENSED STATEMENT OF OPERATIONS,
THREE MONTHS ENDED
MARCH 31,
<TABLE>
<CAPTION>
7/9/86
(Date of
Inception)
1999 1998 to 3/31/99
---- ---- ----------
<S> <C> <C> <C>
REVENUES: $ 80,573 $ -- $ 148,672
---------- ---------- ---------
COSTS AND EXPENSES:
Cost of sales 90,230 -- 226,512
Selling, general & administrative 159,538 -- 536,012
---------- ---------- ---------
249,768 -- 762,524
---------- ---------- ---------
OPERATING LOSS (169,159) -- (613,852)
---------- ----------
OTHER INCOME -- -- --
---------- ---------- ---------
NET LOSS $ (169,195) -- $(613,852)
========== ========== =========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 7,594,146 1,000,000
NET INCOME (LOSS) PER SHARE $ (.02) $ --
========== ==========
</TABLE>
Unaudited -- See accompanying notes to condensed financial statements.
3
<PAGE>
SEAIR GROUP, INC.
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
7/9/86
(Date of
Three Months Ended Inception
1999 1998 to 3/31/99
---- ---- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(169,195) $ -- $(613,852)
Adjustments to reconcile net loss to
net cash flows used in operating activities:
Depreciation and amortization 7,632 -- 23,651
Bad debt expense -- -- 25,000
Obsolete inventory write downs -- -- 23,144
Issuance of stock for services 24,300 -- 24,300
Increase in accounts receivable (17,362) -- (23,428)
Increase in inventory (70,036) -- (178,307)
Decrease (increase) in prepaid expenses 9,041 -- (21,578)
Increase in customer deposits 43,160 -- 90,660
Increase in accounts payable 17,090 -- 23,110
Increase in accrued expenses 29,710 -- 33,333
--------- ------------- ---------
Net cash flows used in operating activities (125,660) -- (593,967)
--------- ------------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in notes receivable 12,500 -- (25,000)
Purchase of organization costs -- -- (50)
Purchase of property and equipment (1,875) -- (13,348)
Increase in deposits -- -- (5,140)
--------- ------------- ---------
Net cash provided by investing activities 10,625 -- (43,538)
--------- ------------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 66,249 -- 743,800
Issuance of notes payable 24,900 -- 24,900
Deposits on unissued stock 29,000 -- 29,000
Payments on notes payable -- -- (134,000)
--------- ------------- ---------
Net cash flows from financing activities 120,149 -- 663,700
--------- ------------- ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS 5,114 -- 26,195
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 21,081 -- --
--------- ------------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 26,195 $ -- $ 26,195
========= ============= =========
</TABLE>
Unaudited-See accompanying notes to condensed financial statements.
4
<PAGE>
SEAIR GROUP, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1-BASIS OF PRESENTATION:
The accompanying consolidated financial statements have been prepared in
accordance with the instructions to Form 10-QSB and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete statements. Management believes that all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of such
financial statements, have been included. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities as of
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. If such differences prove significant and material, Seair Group, Inc.
(the "Company") will file an amendment to this report on Form 10-QSB.
NOTE 2 - DEVELOPMENT STAGE COMPANY
The Company was incorporated under the laws of the State of Nevada on July 9,
1986 and has been in the development stage since inception. On May 28, 1998, the
Company acquired World Seair Corporation ("WSC") as a wholly owned subsidiary
and changed its name from Vicuna, Inc. to Seair Group, Inc. WSC has designed and
developed the Seair Ultralite Flying Inflatable Boat.
NOTE 3 - STOCKHOLDERS' EQUITY:
On January 7, 1999, the Company's two majority stockholders retired 3,500,000
shares of common stock.
During the three months ended March 31, 1999, the Company issued 162,000 shares
of its common stock to certain of its officers and employees in lieu of
compensation. The value of these shares of common stock was determined to be
$.15 per share, which was the average value per share on the date of issue. This
resulted in a charge to earnings for compensation in the amount of $24,300.
5
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERALL FINANCIAL CONDITION
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate that Seair Group,
Inc. (the "Company") will continue as a going concern. For the first three
months of 1999 and 1998, the Company incurred losses of $169,000 and $0,
respectively. Losses increased in the first three months of 1999 over 1998 due
to a full three months of operations in 1999. The Company had not commenced
operations in the first three months of 1998. The Company had negative cash
flows of $126,000 and $0 from operations in the first three months of 1999 and
1998, respectively.
RESULTS OF OPERATIONS
The Company had revenue from operations of $81,000 during the first three months
of 1999, compared to $0 in the first three months of 1998.
Cost of sales for the three months ended March 31, 1999 were $90,000, compared
to $0 in the first three months of 1998. Selling, general and administrative
costs for the three months ended March 31, 1999 were $160,000 as compared to $0
for the comparable period in 1998.
PLAN OF OPERATION
The Company continues to experience negative cash flows from operating
activities. Due to the continued negative cash flow, the Company has continued
to raise funds through private placements.
Management's plans to improve the financial position of the Company, with the
goal of sustaining the Company's operations for the current year and beyond
include: (1) increasing sales through wholesale channels using select
distributors and retail channels using direct marketing; and (2) increasing
operating efficiencies as the Company progresses further in its development
stage.
6
<PAGE>
Part II
ITEM 1 - LEGAL PROCEEDINGS
Not applicable.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
On January 7, 1999, the Company's two majority stockholders
retired 3,500,000 shares of common stock.
During the three months ended March 31, 1999, the Company
issued 100,000, 50,000, 8,000 and 4,000 shares of its common
stock to Steven Weismann, Darren Clark, Scott Bolton, and
Thomas Keith, respectively, as compensation in connection with
their employment with the Company. The value of these shares
of common stock was determined to be $0.15 per share, which
was the average value per share on the date of issue. This
resulted in a charge to earnings for compensation in the
amount of $24,300.
During the three months ended March 31, 1999, the Company also
issued 421,667 shares for cash of $66,250.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5 - OTHER INFORMATION
Not applicable.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibit is filed herewith:
Exhibit 27.1 Financial Data Schedule
7
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
SEAIR GROUP, INC.
Dated: December 30, 1999 By: /s/ Steven H. Kerr
--------------------------
Steven H. Kerr
Chairman of the Board of
Directors and President
(duly authorized
officer of the registrant and
principal financial officer
of the registrant)
8
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 26,195
<SECURITIES> 0
<RECEIVABLES> 23,428
<ALLOWANCES> 0
<INVENTORY> 155,163
<CURRENT-ASSETS> 226,364
<PP&E> 13,893
<DEPRECIATION> 4,455
<TOTAL-ASSETS> 693,847
<CURRENT-LIABILITIES> 233,574
<BONDS> 0
0
0
<COMMON> 7,341
<OTHER-SE> 1,066,784
<TOTAL-LIABILITY-AND-EQUITY> 693,847
<SALES> 80,573
<TOTAL-REVENUES> 80,573
<CGS> 90,230
<TOTAL-COSTS> 249,768
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (169,195)
<INCOME-TAX> 0
<INCOME-CONTINUING> (169,195)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (169,195)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
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