SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED: JUNE 30, 2001
COMMISSION FILE NUMBER: 0-11419
ARMITEC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2435595
--------------------------------------------------------- ---------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION IDENTIFICATION NO.)
2965 B-2 COBB PARKWAY, ATLANTA, GEORGIA 30339
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF INCORPORATION ZIP CODE
OR ORGANIZATION
770-980-9806
REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE
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 and 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 last 90 days.
YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as to the latest practical date.
CLASS No. of shares Outstanding on June 30, 2001
Common Stock 18,808,632
Par Value $.00167
Per share
1
ARMITEC, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
Page
Part I Financial Information
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets
June 30, 2001(unaudited) and March 31, 2001 (unaudited)...............................3
Consolidated Condensed Statements of Operations for the six months
ended June 30,(unaudited), and Three months ended March 31,
2001 (unaudited) .....................................................................4
Consolidated Condensed Statements of Cash Flows for the
six months ended June 30,2001(unaudited), and three months ended March 31, 2001
(unaudited)...........................................................................5
Consolidated Statement of Changes in Stockholders' Equity for the
period from December 31, 1999 to June 30, 2001
(unaudited)...........................................................................6
Notes to Financial Statements (unaudited).............................................7
Item 2. Plan of operation.....................................................................7
Part II Other Information Page
Item 1. Legal Proceedings.....................................................................7
Item 2. Changes in Securities and Use of Proceeds.............................................7
Item 3. Defaults Upon Senior Securities.......................................................7
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K......................................................8
2
ARMITEC, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED BALANCE SHEETS
June 30 March 31,
2001 2000
----------- ------------
(unaudited) (unaudited)
ASSETS
CURRENT ASSETS-Inventory $ 14,264 $ -
----------- ----------
LEASEHOLD IMPROVEMENTS 6,000 -
OTHER RECEIVABLES 103,870 79,451
----------- ----------
$ 124,134 $ 79,451
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 71,024 $ 71,024
Bank overdraft 8,688 8,083
Related party obligations 294,180 159,860
----------- ----------
Total Current Liabilities 393,028 238,967
----------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $.0016; 50,000,000
shares authorized; 18,808,632 issued and outstanding 30,094 30,094
Paid-in capital 24,033 24,033
Common stock subscriptions 1,606,741 1,606,741
Common stock subscriptions receivable (1,500,000) (1,500,000)
(Deficit) accumulated during the development stage (429,762) (320,384)
----------- ----------
Total Stockholders' Equity (Deficit) (268,894) (159,516)
----------- ----------
$ 124,134 $ 79,451
=========== ==========
The accompanying notes are an integral part of these financial statements
3
ARMITEC, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Three Months
Ended Ended
June 30, March 31,
2001 2001
------------ --------------
REVENUES $ -- $ --
------------ ----------
EXPENSES
General and administrative 168,952 61,031
Interest 3,096 1,640
------------ ----------
Total expenses 172,048 62,671
------------ ----------
NET (LOSS) $ (172,048) $ (62,671)
============ ==========
NET (LOSS) PER SHARE (*)
============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 18,808,632
============
(*) less than $.01 per share
The accompanying notes are an integral part of these financial statements
4
ARMITEC, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
from
Three Months Three Months
Ended Ended
June 30, March 31,
2001 2001
------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (109,378) $ (62,671)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable 19,136 19,775
Increase in fixed assets (6,000) _
Increase in inventory (14,264) _
---------- ----------
Net Cash (Used) by Operating Activities 108,250 (42,896)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in other receivables (24,419) (79,451)
---------- ----------
Net Cash to financing activities (24,419) (79,451)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in common stock subscriptions _ 127,992
Increase in related party obligations 173,687
Decrease in related party obligations 134,320 (13,828)
---------- ----------
Net Cash to financing activities 218,151 114,164
---------- ----------
NET (DECREASE) IN CASH (605) (8,183)
CASH AT BEGINNING OF PERIOD, (8,083) 100
---------- ----------
BANK OVERDRAFT AT END OF PERIOD $ (8,688) $ (8,083)
========== ==========
SUPPLEMENTAL INFORMATION
Interest paid $ 1,456 $ 1,640
========== ==========
NON-CASH ACTIVITIES
Deferred offering costs applied to common stock
subscriptions received $ _ $ 21,251
========== ==========
The accompanying notes are an integral part of these financial statements
5
ARMITEC, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Deficit)
Accumulated
Common Stock Common Stock Subscribed During
----------------- Paid-in ------------------------ Development
Shares Amount Capital Amount Receivable Stage Total
------ ------ ------- -------- ---------- ------------ -----
(audited)
Balances, at inception 15,947,542 $25,516 $ -- -- -- $ (34,967) $(9,451)
Shares issued for compensation
to employees @ $.01 1,027,100 1,643 8,628 10,271
Shares issued to settle debt @ $.01 18,000 29 151 180
Shares issued for outside
services @ $.01 1,815,990 2,906 15,254 18,160
Net (loss) for the period (222,746) (222,746)
---------- ------- ------- ----------- ------------ --------- ---------
Balances, December 31, 2000 18,808,632 $30,094 $24,033 -- -- $(257,713) $(203,586)
(unaudited)
Common stock subscribed, net
of stock offering costs of $21,251 1,606,741 (1,500,000) 106,741
Net (loss) for the three months
ended March 31, 2001 (172,048) 172,048)
---------- ------- ------- ----------- ------------ --------- ---------
Balances, March 31, 2001 18,808,632 $30,094 $24,033 $ 1,606,741 $(1,500,000) $(429,761) $(268,893)
========== ======= ======= =========== ============ ========= =========
The accompanying notes are an integral part of these financial statements
6
ARMITEC, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Six Months Ended June 30, 2001
NOTE 1. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated
condensed financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by U.S. generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of the Company's financial position as of June 30, 2001 and
the results of its operations and cash flows for the six months ended June 30,
2001. Operating results for the six months ended June 30, 2001 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2001.
These condensed financial statements should be read in conjunction with
the financial statements and notes thereto contained in the Company's Form
10-KSB for the year ended December 31, 2000.
No comparative results of operations or cash flows for the six months
ended June 30, 2000 are included in the accompanying financial statements as the
legal accounting acquirer's incorporation was in July, 2000.
ITEM 2. PLAN OF OPERATION
For the near term, the Company continues to pursue its business plan.
It has had no significant revenues or operations since inception and is
financially dependent on its shareholders, who have financed its existence to
date. Management of the Company believes that its shareholders will continue to
provide the finances the Company requires, without the need to raise additional
capital for the near term.
Part II
Item 1. Legal Proceedings
NONE
Item 2. Changes in Securities and Use of Proceeds
NONE
Item 3. Defaults Upon Senior Securities
NONE
7
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 5. Other Information
On March 20, 2001, Armitec, Inc., JRO Group, Inc. and the JRO
Shareholders completed the previously announced Share exchange. In March 2001, a
report of the accounts receivable status by a Special Master for the acquired
company was presented to the Superior Court of Fulton County, pursuant to a
request by the acquired company's bank. Based on this report and the subsequent
events resulting therefrom, the acquired company is unable to finance its
current assets as it had done formerly. On April 23, 2001, the parties mutually
agreed to rescind the share exchange because of the foregoing, and the inability
of JRO Group, Inc. to obtain the audits necessary for Armitec to complete its
filings under the Securities Exchange Act of 1934. On that same date, Armitec
and JRO entered into a letter of intent whereby Armitec will act as a receiver
and liquidator over a one-year period. The proposed management agreement would
provide that Armitec would issue shares of its common stock based on the success
of the liquidation.
Item 6. Exhibits and Reports on Form 8-K:
Armitec filed a current report on Form 8-K on January 16, 2001 for the
purposes of reporting the completion of the Share Exchange with Armitec.com,
Inc., the execution of a Plan and Agreement to Exchange Stock by and among
Armitec, JRO Group, Inc. and the shareholders of JRO Group, Inc., and the
resignation of William S. Bryant and Donald S. Carman as officers and directors
of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereto duly authorized.
ARMITEC, INC.
August 13, 2001 /S/ BRUCE R. DAVIS
------------------
President and Chief Executive Officer
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