Aamaxan Transport Group, Inc. - Quarterly Report of Financial Condition (10QSB)
December 13 2007 - 1:35PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2007
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to_____________
Commission file number 000-51911
AAMAXAN TRANSPORT GROUP, INC.
(Name of Small Business Issuer as specified in its charter)
Delaware 20-5772205
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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31 Walmer Rd, Suite 6 Toronto, Ontario, M5R 2W7
(Address of principal executive offices) (Zip Code)
(416) 928-3095
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities 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
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Securities Exchange Act).
Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Securities Exchange Act after
the distribution of securities under a plan confirmed by a court.
Yes No
As of October 31, 2007, the issuer had 244,000 shares of Common
Stock, $.0001 par value per share outstanding.
Transitional Small Business Disclosure Format (Check one): Yes No X
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION 4
ITEM 1. Financial Statements 4
ITEM 2. Management's Discussion and Analysis or Plan of Operation 13
ITEM 3. Controls and Procedures 14
Part II - OTHER INFORMATION 14
ITEM 1. Legal Proceedings 14
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
ITEM 3. Defaults Upon Senior Securities 14
ITEM 4. Submission of Matters to a Vote of Security Holders 14
ITEM 5. Other Information 15
ITEM 6. Exhibits and Reports on Form 8-K 15
Signatures 15
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2
FORWARD LOOKING STATEMENTS AND RISK FACTORS
Certain statements contained in this Form 10-QSB filed by Aamaxan Transport
Group, Inc., a development stage company ("Aamaxan" or the "Company") constitute
"statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). These statements, identified by words
such as "will," "may," "expect," "believe," "anticipate," "intend," "could,"
"should," "expect," "estimate," "plan" and similar expressions, relate to or
involve the current views of management with respect to future expectations,
objectives and events and are subject to substantial risks, uncertainties and
other factors beyond management's control that may cause actual results to be
materially different from any such forward-looking statements. Such risks and
uncertainties include those set forth in this document and others made by or on
behalf of the Company in the future, including but not limited to, the Company's
limited operating history, its need for additional capital or financing, its
ability or inability to produce and market products and services, its ability to
make a profit in the future, its dependence on a limited number of customers and
key personnel, its dependence on certain industries, its ability to locate and
consummate business opportunities that would appear to be in the best interests
of the shareholders, its ability to implement strategies to develop its business
in emerging markets, competition from other or similar companies or businesses,
and, general economic conditions. Any forward-looking statements in this
document and any subsequent Company document must be evaluated in light of these
and other important risk factors. The Company does not intend to update any
forward-looking information to reflect actual results or changes in the factors
affecting such forward-looking information.
3
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
Aamaxan Transport Group, Inc.
(A Development Stage Company)
Financial Statements
For the Three and Nine Months Ended October 31, 2007 and 2006
4
C O N T E N T S
BALANCE SHEET..................................................................5
STATEMENTS OF OPERATIONS (THREE MONTHS ENDED OCT. 31, 2007 AND 2006)...........6
STATEMENTS OF OPERATIONS (NINE MONTHS ENDED OCT. 31, 2007 AND 2006)............7
STATEMENTS OF CASH FLOWS (NINE MONTHS ENDED OCT. 31, 2007 AND 2006)..........8-9
NOTES TO FINANCIAL STATEMENTS..............................................10-11
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5
AAMAXAN TRANSPORT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(UNAUDITED)
OCTOBER 31, 2007
Assets
------
Current assets:
Cash $ -
Prepaid expenses 517
--------------
Total current assets 517
--------------
$ 517
==============
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Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable $ 703
Advances from stockholder 61,856
--------------
Total current liabilities 62,559
Stockholders' equity (deficit):
Preferred stock, $.001 par value, 10,000,000
shares authorized, no shares issued or outstanding -
Common stock, $.0001 par value, 200,000,000
shares authorized, 244,000 shares
issued and outstanding 24
Additional paid-in capital 7,352,748
Deficit accumulated during the development stage (7,414,814)
--------------
(62,042)
--------------
$ 517
==============
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The accompanying notes are an integral part of the financial statements.
6
AAMAXAN TRANSPORT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative
From
Quarter Quarter Inception
Ended Ended Through
October 31, October 31, October 31,
2007 2006 2007
------------- ------------- --------------
Revenues $ - $ - $ -
Operating expense:
General and administrative 11,163 6,207 7,414,814
- - -
------------- ------------- --------------
Loss from operations (11,163) (6,207) (7,414,814)
------------- ------------- --------------
Provision for income taxes - - -
------------- ------------- --------------
Net loss $ (11,163) $ (6,207) $ (7,414,814)
============= ============= ==============
Basic and diluted net loss per
weighted average common share $ (.05) $ (.03)
============= =============
Weighted average number of common
shares outstanding 244,000 244,000
============= =============
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The accompanying notes are an integral part of the financial statements.
7
AAMAXAN TRANSPORT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Nine Months Nine Months
Ended Ended
October 31, October 31,
2007 2006
------------- --------------
Revenues $ - $ -
------------- --------------
Operating expense:
General and administrative 19,758 22,583
- -
------------- --------------
Loss from operations (19,758) (22,583)
------------- --------------
Provision for income taxes - -
------------- --------------
Net loss $ (19,758) $ (22,583)
============= ==============
Basic and diluted net income per
weighted average common share $ (.08) $ (.09)
============= ==============
Weighted average number of common
shares outstanding 244,000 244,000
============= ==============
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The accompanying notes are an integral part of the financial statements.
8
AAMAXAN TRANSPORT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative
From
Nine Months Nine Months Inception
Ended Ended Through
October 31, October 31, October 31,
2007 2006 2007
------------- ------------- --------------
Cash flows from operating
activities:
Net loss $ (19,758) $ (22,583) $ (7,414,814)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Note payable issued in
exchange for services - - 43,210
Common stock issued for
services - - 5,841,369
Merger acquisition expense - - 1,468,193
Changes in assets and liabilities:
Prepaid expenses (204) (479) (517)
Account payable (3,406) 232 703
------------- ------------- --------------
Net cash used in
operating activities (23,368) (22,830) (61,856)
------------- ------------- --------------
Cash flows from investing
activities:
Investment in ESI - - (847,466)
------------- ------------- --------------
Net cash used in
investing activities - - (847,466)
------------- ------------- --------------
Cash flows from financing activities:
Issuance of preferred stock
for cash - - 498,240
Issuance of common stock
for cash - - 349,226
Advances from stockholder 23,368 22,830 61,856
------------- ------------- --------------
Net cash provided by
financing activities 23,368 12,830 909,322
------------- ------------- --------------
Net change in cash - - -
Cash at the beginning of period - - -
------------- ------------- --------------
Cash at the end of period $ - $ - $ -
============= ============= ==============
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The accompanying notes are an integral part of the financial statements.
9
AAMAXAN TRANSPORT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Supplemental Schedule of Non-Cash
Investing and Financing Activities
Cumulative
From
Nine Months Nine Months Inception
Ended Ended Through
October 31, October 31, October 31,
2007 2006 2007
------------- ------------- --------------
Issuance of 18,787 common stock
shares upon conversion of
convertible note payable
and accrued interest payable $ - $ - $ 43,459
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The accompanying notes are an integral part of the financial statements.
10
AAMAXAN TRANSPORT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and business
Aamaxan Transport Group, Inc. (the Company) was incorporated on June 3, 1998
under the laws of the State of Delaware under the name Worthington Venture Fund,
Inc. (WD). On August 14, 1998, WD changed its name to Admax Technology, Inc.
(Admax). On August 28, 1998, Admax merged with Worthington Venture Fund, Inc., a
non-operating Utah shell corporation, and changed its name to Aamaxan Transport
Group, Inc. The Company was completely dormant from mid-2000 to mid-2005
although there were two changes in control of the Company's outstanding common
stock shares.
Basis of presentation and going concern uncertainty
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. These
accounting principles were applied on a basis consistent with those of the
financial statements contained in the Company's Annual Report on Form 10-KSB
(Annual Report) for the year ended January 31, 2007 filed with the Securities
and Exchange Commission. The accompanying financial statements should be read in
conjunction with the financial statements contained in the Company's Annual
Report. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows of the Company for all periods presented
have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. The results of
operations for this current fiscal quarter are not necessarily indicative of the
operating results expected for any succeeding fiscal quarter or for the fiscal
year.
The financial statements of the Company have been prepared assuming that the
Company will continue as a going concern. However, the Company has no assets or
working capital and has no business operations. These conditions, among others,
give rise to substantial doubt about the Company's ability to continue as a
going concern. Management is continuing to seek additional equity capital to
fund a merger or acquisition or to purchase an ongoing business. Until such
time, the Company anticipates its working capital needs to be funded through
advances from its stockholders. Management believes that these steps will
provide the Company with adequate funds to sustain its continued existence.
There is, however, no assurance that the steps taken by management will meet all
of the Company's needs or that it will continue as a going concern. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Development stage activities
The Company has not conducted any substantial business operations since its
inception. Accordingly, all of the Company's operating results and cash flows
are considered to be those related to development stage activities and represent
the `cumulative from inception' amounts from its development stage activities
reported pursuant to Statements of Financial Accounting Standards ("SFAS") No.
7, Development Stage Enterprises.
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AAMAXAN TRANSPORT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Management estimates
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 at 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.
2. RELATED PARTY TRANSACTIONS
Since September 2, 2005, Marc Juliar is the sole director and president of the
Company and he currently owns 141,870 shares of common stock or 58.1% of the
Company's outstanding shares.
At October 31, 2007, another stockholder had advanced $61,856 to the Company by
paying directly certain operating expenses. These funds are non-interest
bearing, unsecured and payable upon demand as funds become available.
3. COMMITMENTS AND CONTINGENCIES
As of October 31, 2007, the Company is not subject to any significant
commitments or contingencies or obligated under any lease commitments.
4. COMMON STOCK
On September 17, 2007, the Company announced a 1-for-100 reverse stock split
which was authorized at its annual meeting of stockholders held on September 17,
2007. The Company began trading on a split adjusted basis on October 9, 2007
under the new symbol "AAXT.OB." Common share amounts have been retroactively
restated to reflect the reverse stock split. Total common shares issued and
outstanding upon completion of the reverse stock split are 244,000.
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ITEM 2. Management's Discussion and Analysis or Plan of Operation
History
Aamaxan Transport Group, Inc. ("Aamaxan" or the "Company") was incorporated on
June 3, 1998 under the laws of the State of Delaware as Worthington Venture Fund
Inc. ("Worthington Delaware"). On August 14, 1998, Worthington Delaware's name
was changed to Admax Technology, Inc. ("Admax"). On August 28, 1998, Admax
merged with Worthington Venture Fund, Inc. ("Worthington Utah"), a non-operating
Utah shell corporation, and changed its name to Aamaxan Transport Group, Inc.
The Company is considered a "shell company" as it has no or nominal operations.
During the years ending January 31, 1999 and 2000, the Company attempted to
acquire certain companies and assets. Although acquisition agreements were
executed, shares of common stock were issued and only partially cancelled and
funds advanced, these acquisitions did not close and the acquisitions were
written off. The Company was dormant from mid-2000 until recently.
The Company has been seeking, and will continue to seek, potential operating
businesses and business opportunities with the intent to acquire or merge with
such businesses. The Company is considered a development stage company and its
principal purpose is to locate and consummate a merger or acquisition with a
private entity. Because of the Company's current status of having only nominal
assets and no recent operating history, in the event the Company does
successfully acquire or merge with an operating business opportunity, it is
likely that the Company's current shareholders will experience substantial
dilution and a resultant change in control of the Company.
Background
The Company is considered a development stage company with no assets or capital
and with no operations or income. The costs and expenses associated with the
recent operations of the Company have been paid for by shareholders of the
Company.
It is anticipated that the Company will require only nominal capital to maintain
its corporate viability and necessary funds will most likely be provided by the
Company's existing shareholders or its officer and director in the immediate
future. However, unless the Company is able to facilitate an acquisition of or
merger with an operating business or is otherwise able to obtain significant
outside financing, substantial doubt will be cast on its ability to continue as
a viable corporation.
In the opinion of management, neither inflation nor recession will 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 or recession on the Company as it
relates to its business and operations following a successful acquisition or
merger.
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. Because the Company lacks cash and other
capital resources, it may be necessary for the officers and directors to either
advance funds to the Company or to accrue expenses until such time as a
successful business consolidation can be made.
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, if any.
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
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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 be able to obtain additional funding when and if needed, or that
such funding, if available, can be obtained on terms acceptable to the Company.
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 confident that it will be able to operate
in this manner and to continue its search for business opportunities during the
next twelve months.
Reverse Stock Split
On September 17, 2007, the Company announced a 1-for-100 reverse stock split
which was authorized at its annual meeting of stockholders held on September 17,
2007. The Company began trading on a split adjusted basis on October 9, 2007
under a new symbol "AAXT.OB." Total common shares issued and outstanding upon
completion of the reverse stock split are 244,000.
ITEM 3. Controls and Procedures
Mr. Marc Juliar, the Company's current CEO and CFO has concluded, based on his
evaluation as of a date within 90 days prior to the filing of this report, that
the Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in the reports filed or
submitted by it under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported as specified in the Securities and
Exchange Commission's rules and forms, and include controls and procedures
designed to ensure that information required to be disclosed by the Company in
such reports is accumulated and communicated to the Company's management, as
appropriate, to allow timely decisions regarding required disclosure.
During the period, there were no significant changes in internal controls or in
other factors that could significantly affect internal controls.
Part II - OTHER INFORMATION
ITEM 1. Legal Proceedings
There are presently no material pending legal or governmental agency proceedings
to which the Company or its officer, director or majority stockholder is a party
or to which any of its property is subject and, to the best of its knowledge, no
such actions against the Company are contemplated or threatened.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
On September 17, 2007, the Company held its annual meeting of stockholders and
acted on the following matters:
- Elected one director to serve for the ensuing one-year period or
until his successor is elected and qualified;
- Approved a one for 100 reverse stock split of the outstanding
common stock of Aamaxan Transport Group, Inc.; and
- Approved an amendment to the certificate of incorporation to
increase the number of shares of authorized common stock from
25,000,000 to 200,000,000.
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ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
Exhibits
31.1 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Reports on Form 8-K
None.
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.
AAMAXAN TRANSPORT GROUP, INC.
/s/ Marc Juliar
Marc Juliar
Chief Executive Officer and Chief
Financial Officer
Date: December 12, 2007
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