UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly report filed under Section 13 or 15 (d) of the Securities
Exchange Act of 1934 For the Quarterly Period Ended June 30, 2002.
or
[ ] Transitional report filed under Section 13 or 15 (d) of the
Exchange Act.
Commission File No. 0-32695
Amaru, Inc.
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(Name of Small Business Issuer in its Charter)
Nevada 88-0490089
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State or other jurisdiction of I.R.S. Employer Identification Number
incorporation or organization
120 Newport Center Dr., Suite 200, Newport Beach, CA 92677
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(Address of principal executive office)
Issuer's telephone number: (949) 760-6832
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Check whether the issuer: (1) 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) been
subject to such filing requirements for the past ninety (90) days.
Yes X No
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State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: As of July 30, 2002, there were
1,957,500 shares of Common Stock, par value $.001 per share, outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
AMARU, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
December 31, 2001 and June 30, 2002 (unaudited)
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Page
FINANCIAL STATEMENTS
Balance Sheet 1
Statements of Operations 2
Statements of Stockholders' Equity 3
Statements of Cash Flows 4
Notes to Financial Statements 5 - 6
AMARU, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF JUNE 30, 2002 AND DECEMBER 31, 2001
(UN-AUDITED)
JUNE 30, DECEMBER 31,
2002 2001
------------ ------------
ASSETS
Current assets
Account receivable from shareholder $ -- $ 67
------------ ------------
Total assets $ -- $ 67
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 8,891 $ 3,137
Loan from shareholder 433 --
------------ ------------
Total current liabilities 9,324 3,137
Shareholders' equity
Preferred stock (par value $0.001) 5,000,000 shares
authorized none issued
Common stock (par value $0.001) 20,000,000 shares
authorized; 1,957,500 shares issued and outstanding
at June 30, 2002 and December 31, 2001, respectively 1,958 1,958
Paid in capital 4,342 4,342
Deficit accumulated during development stage (15,624) (9,370)
------------ ------------
Total shareholders' equity (9,324) (3,070)
------------ ------------
Total liabilities and shareholders' equity $ -- $ 67
============ ============
The accompanying notes to financial statements are an integral part of this statement
1
AMARU, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 2002 AND 2001 AND
CUMULATIVE FROM INCEPTION SEPTEMBER 1, 1999 TO JUNE 30, 2002
(UN-AUDITED)
CUMULATIVE
FROM
INCEPTION
FOR THE SIX FOR THE SIX FOR THE THREE FOR THE THREE SEPTEMBER 1,
MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED 1999 TO
JUNE 30, 2002 JUNE 30, 2001 JUNE 30, 2002 JUNE 30, 2002 JUNE 30, 2002
------------ ------------ ------------ ------------ ------------
Income $ -- $ -- $ -- $ -- $ --
Accounting fees 660 500 660 500 2,480
Corporate registration fees 594 405 434 405 2,504
Legal 5,000 1,000 5,000 1,000 10,640
------------ ------------ ------------ ------------ ------------
Total expenses 6,254 1,905 6,094 1,905 15,624
------------ ------------ ------------ ------------ ------------
Loss before income taxes (6,254) (1,905) (6,094) (1,905) (15,624)
Income taxes -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net loss $ (6,254) $ (1,905) $ (6,094) $ (1,905) $ (15,624)
============ ============ ============ ============ ============
Net loss per share $ (0.003) $ (0.001) $ (0.003) $ (0.001) $ (0.008)
============ ============ ============ ============ ============
Weighted average number of common
shares outstanding 1,957,500 1,957,500 1,957,500 1,957,500 1,957,500
============ ============ ============ ============ ============
The accompanying notes to financial statements are an integral part of this statement
2
AMARU, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 AND
CUMULATIVE FROM INCEPTION SEPTEMBER 1, 1999 TO JUNE 30, 2002
(UN-AUDITED)
CUMULATIVE
FROM
FOR THE SIX FOR THE SIX INCEPTION
MONTHS ENDED MONTHS ENDED SEPTEMBER 1, 1999
JUNE 30, 2002 JUNE 30, 2001 TO JUNE 30, 2002
------------ ------------ ------------
CASH FLOW FROM OPERATING ACTIVITIES
Net loss $ (6,254) $ (1,905) $ (15,624)
Adjustment to reconcile net (loss) to net
cash
Shares issued for legal and filing
services -- 150 1,050
(Increase) decrease in operating assets-
accounts receivable 67 -- --
Increase (decrease) in operating liabilities-
accounts payable 5,754 1,379 8,891
------------ ------------ ------------
Cash flow from operating activities (433) (376) (5,683)
CASH PROVIDED FROM FINANCING ACTIVITIES
Loan from shareholder 433 -- 433
Proceeds from sale of stock -- -- 5,250
------------ ------------ ------------
Net cash flow from financing activities 433 -- 5,683
Cash flow from all activities -- (376) --
Cash balance at beginning of period -- 376 --
------------ ------------ ------------
Cash balance at end of period $ -- $ -- $ --
============ ============ =============
The accompanying notes to financial statements are an integral part of this statement
3
AMARU, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' EQUITY
FROM INCEPTION SEPTEMBER 1, 1999 TO JUNE 30, 2002
(UN-AUDITED)
COMMON STOCK Deficit
----------------------------------------- accumulated
Additional during
Number of Par value Paid-in development
shares $(0.001) capital stage
------------ ------------ ------------ ------------
Common stock issued for cash at par value
September 1, 1999 900,000 $ 900 $ -- $ --
Common stock issued for legal services at
par value March 10, 2000 900,000 900
Net loss (1,982)
------------ ------------ ------------ ------------
Balance at December 31, 1999 1,800,000 1,800 -- (1,982)
Common stock issued for cash $0.03 per share 152,500 153 4,197
Net loss (3,725)
------------ ------------ ------------ ------------
Balance at December 31, 2000 1,952,500 1,953 4,197 (5,707)
Shares issued for filing services of $150
January 1, 2001 valued at $0.03 per share 5,000 5 145
Net loss (3,663)
------------ ------------ ------------ ------------
Balance at December 31, 2001 1,957,500 1,958 4,342 (9,370)
Net loss (6,254)
------------ ------------ ------------ ------------
Balance at June 30, 2002 un-audited
1,957,500 $ 1,958 $ 4,342 $ (15,624)
============ ============ ============ ============
The accompanying notes to financial statements are an integral part of this statement
4
AMARU, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2002
FOR THE PERIOD FROM INCEPTION SEPTEMBER 30, 1999 TO JUNE 30, 2002
(UN-AUDITED)
GENERAL
Amaru, Inc. ("the Company") is a Nevada corporation incorporated
September 1, 1999. The Company is in the development stage and its
intent is to operate as a capital market access corporation and to
acquire one or more existing businesses through merger or acquisition.
The Company has had no business activity to date.
The accompanying financial statements, which have been prepared in
conformity with accounting principles generally accepted in the United
States of America, contemplates the continuation of the Company as a
going concern. However, the Company has been in the development stage
since its inception (September 1, 1999), sustained losses and has used
capital raised through the issuance of stock to fund activities.
Continuation of the Company as a going concern is contingent upon
establishing and achieving profitable operations. Such operations will
require management to secure additional financing for the Company in
the form of debt or equity.
Management believes that actions currently being taken to revise the
Company's funding requirements will allow the Company to continue its
development stage operations. However, there is no assurance that the
necessary funds will be realized by securing debt or through stock
offerings.
INTERIM FINANCIAL INFORMATION
The financial statements of the Company as of June 30, 2002 and for the
six months and three months ended June 30, 2002 and 2001 and from
inception (September 1, 1999) through June 30, 2002, and related
footnote information are un-audited. All adjustments (consisting only
of normal recurring adjustments) have been made which, in the opinion
of management, are necessary for a fair presentation. Results of
operations for the six months and three months ended June 30, 2002 and
2001 and from inception (September 1, 1999) through June 30, 2002 are
not necessarily indicative of the results that may be expected for any
future period. The balance sheet at December 31, 2001 was derived from
audited financial statements. 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 omitted. These financial statements should
be read in conjunction with the audited financial statements and notes
for the period from inception (September 1, 1999) to December 31, 2001.
BASIS OF PRESENTATION
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.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company is expensing all start up expenses in accordance with AICPA
Statements of Position 98-5.
The Company uses the asset and liability method of accounting for
income taxes. The Company has not recorded the tax benefit of the net
operating loss carry-forward since realization is not certain.
Earnings per share is computed using the weighted average number of
common shares outstanding.
5
RELATED PARTY TRANSACTIONS
The officers and directors of the Company receive no compensation for
Company activity and the Company has reflected no expense in the
statement of operations.
The Company has no rented office space but uses the offices of one of
the shareholders at no cost to the Company.
The loan to shareholder $67 was paid during the quarter and the
shareholder made a loan to the Company of $433. The loan bears no
interest and is due on demand.
EARNINGS PER SHARE
Earnings per share are computed using the weighted average number of
common shares outstanding. The Company has no shares that are dilutive.
6
Item 2. Plan of Operation
Statements contained in this Plan of Operation of this Quarterly Report
on Form 10-QSB include "forward-looking 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"). Forward-looking statements involve known and unknown risks, uncertainties
and other factors which could cause the actual results of the Company (sometimes
referred to as "we", "us" or the "Company"), performance (financial or
operating) or achievements expressed or implied by such forward-looking
statements not to occur or be realized. Such forward-looking statements
generally are based upon the Company's best estimates of future results, general
merger and acquisition activity in the marketplace, performance or achievement,
based upon current conditions and the most recent results of operations.
Forward-looking statements may be identified by the use of forward-looking
terminology such as "may," "will," "project," "expect," "believe," "estimate,"
"anticipate," "intends," "continue", "potential," "opportunity" or similar
terms, variations of those terms or the negative of those terms or other
variations of those terms or comparable words or expressions. (See the Company's
Form 10SB for a description of certain of the known risks and uncertainties of
the Company.)
General
The Company's plan is to seek, investigate, and if such investigation
warrants, consummate a merger or other business combination, purchase of assets
or other strategic transaction (a "Merger") with a corporation, partnership,
limited liability company or other business entity (a "Merger Target"), desiring
the perceived advantages of becoming a publicly reporting and publicly held
corporation. At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to enter into a Merger with any specific business
or company, and the Company has not identified any specific business or company
for investigation and evaluation. No member of Management or any promoter of the
Company, or an affiliate of either, has had any material discussions with any
other company with respect to any Merger. The Company will not restrict its
search to any specific business, industry, or geographical location, and may
participate in business ventures of virtually any kind or nature. Discussion of
proposed plan of operation and Mergers under this caption and throughout this
Quarterly Report is purposefully general and is not meant to restrict the
Company's virtually unlimited discretion to search for and enter into potential
business opportunities.
The Company may seek a Merger with an entity which only recently
commenced operations, or a developing company in need of additional funds to
expand into new products or markets or seeking to develop a new product or
service, or an established business which may be experiencing financial or
operating difficulties and needs additional capital which is perceived to be
easier to raise by a public company. In some instances, a Merger may involve
entering into a transaction with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock. The Company may purchase assets and establish wholly-owned
subsidiaries in various businesses or purchase existing businesses as
subsidiaries.
Selecting a Merger Target will be complex and involve a high degree of
risk. Because of general economic conditions, rapid technological advances being
made in some industries, and shortages of available capital, management believes
that there are numerous entities seeking the benefits of a publicly-traded
corporation. Such perceived benefits of a publicly traded corporation may
include facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity (subject to restrictions of applicable
statutes and regulations) for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statutes and
regulations) for all stockholders, and other items. Potential Merger Targets may
exist in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such
Merger Targets extremely difficult and complex.
7
The Company has insufficient capital with which to provide the owners
of Merger Targets significant cash or other assets. Management believes the
Company will offer owners of Merger Targets the opportunity to acquire a
controlling ownership interest in a public company at substantially less cost
than is required to conduct an initial public offering. Nevertheless, the
Company has not conducted market research and is not aware of statistical data
which would support the perceived benefits of a Merger or acquisition
transaction for the owners of a Merger Target.
The Company also believes that finding a suitable Merger Target willing
to enter into a Merger with the Company may depend on the existence of a public
trading market for the Company's Common Stock. There is presently no material
trading market and there is no assurance that one can be developed.
The Company will not restrict its search for any specific kind of
Merger Target, and may merge with an entity which is in its preliminary or
development stage, which is already in operation, or in essentially any stage of
its corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer. However, the
Company does not intend to obtain funds in one or more private placements to
finance the operation of any acquired business opportunity until such time as
the Company has successfully consummated such a Merger.
Selection and Evaluation of Merger Targets
Management of the Company will have complete discretion and flexibility
in identifying and selecting a prospective Merger Target. In connection with its
evaluation of a prospective Merger Target, management anticipates that it will
conduct a due diligence review which will encompass, among other things, meeting
with incumbent management and inspection of facilities, as well as a review of
financial, legal and other information which will be made available to the
Company.
Under the Federal securities laws, public companies must furnish
stockholders certain information about significant acquisitions, which
information may require audited financial statements for an acquired company
with respect to one or more fiscal years, depending upon the relative size of
the acquisition. Consequently, the Company will only be able to effect a Merger
with a prospective Merger Target that has available audited financial statements
or has financial statements which can be audited
The time and costs required to select and evaluate a Merger Target
(including conducting a due diligence review) and to structure and consummate
the Merger (including negotiating relevant agreements and preparing requisite
documents for filing pursuant to applicable securities laws and corporation
laws) cannot presently be ascertained with any degree of certainty. The
Company's current executive officer and director intends to devote only a small
portion of his time to the affairs of the Company and, accordingly, consummation
of a Merger may require a greater period of time than if the Company's
management devoted his full time to the Company's affairs. While no current
steps have been taken nor agreements reached, the Company may engage consultants
and other third parties providing goods and services, including assistance in
the identification and evaluation of potential Merger Targets. These consultants
or third parties may be paid in cash, stock, options or other securities of the
Company, and the consultants or third parties may be placement agents or their
affiliates.
8
The Company will seek potential Merger Targets from all known sources
and anticipates that various prospective Merger Targets will be brought to its
attention from various non-affiliated sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers, other members
of the financial community and affiliated sources, including, possibly, the
Company's executive officer, director and his affiliates. While the Company has
not yet ascertained how, if at all, it will advertise and promote itself, the
Company may elect to publish advertisements in financial or trade publications
seeking potential business acquisitions. While the Company does not presently
anticipate engaging the services of professional firms that specialize in
finding business acquisitions on any formal basis, the Company may engage such
firms in the future, in which event the Company may pay a finder's fee or other
compensation. In no event, however, will the Company pay a finder's fee or
commission to the officer and director of the Company or any entity with which
he is affiliated for such service. Moreover, in no event shall the Company issue
any of its securities to any officer, director or promoter of the Company, or
any of their respective affiliates or associates, in connection with activities
designed to locate a Merger Target.
In analyzing prospective Merger Targets, management may consider, among
other factors, such matters as;
1) the available technical, financial and managerial resources;
2) working capital and other financial requirements;
3) history of operation, if any;
4) prospects for the future;
5) present and expected competition;
6) the quality and experience of management services which may be
available and the depth of that management;
7) the potential for further research, development or exploration;
8) specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company;
9) the potential for growth or expansion;
10) the potential for profit;
11) the perceived public recognition or acceptance of products,
services or trades; and
12) name identification.
Merger opportunities in which the Company may participate will present
certain risks, many of which cannot be adequately identified prior to selecting
a specific opportunity. The Company's stockholders must, therefore, depend on
Management to identify and evaluate such risks. The investigation of specific
Merger opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific Merger
opportunity the cost therefore incurred in the related investigation would not
be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific Merger opportunity, the failure to consummate that
transaction may result in the loss of the Company of the related costs incurred.
There can be no assurance that the Company will find a suitable Merger
Target. If no such Merger Target is found, therefore, no return on an investment
in the Company will be realized, and there will not, most likely, be a market
for the Company's stock.
9
Structuring and Financing of a Merger
As a general rule, Federal and state tax laws and regulations have a
significant impact upon the structuring of Mergers. The Company will evaluate
the possible tax consequences of any prospective Merger and will endeavor to
structure a Merger so as to achieve the most favorable tax treatment to the
Company, the Merger Target and their respective stockholders. There can be no
assurance that the Internal Revenue Service or relevant state tax authorities
will ultimately assent to the Company's tax treatment of a particular
consummated Merger. To the extent the Internal Revenue Service or any relevant
state tax authorities ultimately prevail in recharacterizing the tax treatment
of a Merger, there may be adverse tax consequences to the Company, the Merger
Target and their respective stockholders. Tax considerations as well as other
relevant factors will be evaluated in determining the precise structure of a
particular Merger.
The Company may utilize available cash and equity securities in
effecting a Merger. Although the Company has no commitments as of this date to
issue any shares of Common Stock or options or warrants, except for additional
securities that the Company expects to issue for certain professional services,
other than those already issued in the offering of its common stock pursuant to
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Securities Act") (the "Private Placement"), the Company will likely issue a
substantial number of additional shares in connection with the consummation of a
Merger, probably in most cases equal to nine or more times the amount held by
the Company's stockholders prior to the Merger. The Company also may decide to
issue Preferred Stock, with liquidation and dividend rights, that are senior to
the Common Stock, in connection with a Merger or obtaining financing therefor,
although the Company has no present plans to do so. The Company currently has no
intention to issue Preferred Stock. The Company may have to effect reverse stock
splits prior to any Merger. To the extent that such additional shares are
issued, dilution to the interests of a Company's stockholders will occur.
Additionally, a change in control of the Company may occur which may affect,
among other things, the Company's ability to utilize net operating loss carry-
forwards, if any.
There currently are no limitations on each Company's ability to borrow
funds to effect a Merger. However, the Company's limited resources and lack of
operating history may make it difficult to borrow funds. The amount and nature
of any borrowings by the Company will depend on numerous considerations,
including the Company's capital requirements, potential lenders' evaluation of
the Company's ability to meet debt service on borrowings and the then prevailing
conditions in the financial markets, as well as general economic conditions. The
Company has no arrangements with any bank or financial institution to secure
additional financing and there can be no assurance that such arrangements if
required or otherwise sought, would be available on terms commercially
acceptable or otherwise in the best interests of the Company. The inability of
the Company to borrow funds required to effect or facilitate a Merger, or to
provide funds for an additional infusion of capital into a Merger Target, may
have a material adverse effect on the Company's financial condition and future
prospects, including the ability to effect a Merger. To the extent that debt
financing ultimately proves to be available, any borrowings may subject the
Company to various risks traditionally associated with indebtedness, including
the risks of interest rate fluctuations and insufficiency of cash flow to pay
principal and interest. Furthermore, a Merger Target may have already incurred
debt financing and, therefore, all the risks inherent thereto.
10
Competition for Merger Opportunities
The Company is, and will continue to be, an insignificant participant
in the business of seeking a Merger with a Merger Target. The Company expects to
encounter intense competition from other entities having business objectives
similar to those of the Company. Many of these entities, including venture
capital partnerships and corporations, other blind pool companies, large
industrial and financial institutions, small business investment companies and
wealthy individuals, are well-established and have extensive experience in
connection with identifying and effecting Mergers directly or through
affiliates. Many of these competitors possess greater financial, technical,
human and other resources than the Company and there can be no assurance that
the Company will have the ability to compete successfully. The Company's
financial resources will be limited in comparison to those of many of its
competitors. This inherent competitive limitation may compel the Company to
select certain less attractive Merger prospects. There can be no assurance that
such prospects will permit the Company to achieve its stated business
objectives.
Equipment and Employees
The Company has no operating business and thus no equipment and no
employees, and the Company does not expect to acquire any equipment or
employees. The Company does not intend to develop its own operating business but
instead will seek to effect a Merger with a Merger Target.
Expenses for Six Months Ending June 30, 2002
Expenses increased by approximately $4,189, for the three months ended
June 30, 2002 as compared to the three months ended June 30, 2001, which
was primarily due to costs associated with preparation and filing of the
Company's annual report. The Company is considering to reduce these ongoing
expenses by obtaining the agreement of certain of its professional service
providers to permit the Company to defer or forgo cash payment of the expense of
their services in exchange for securities of the Company. As discussed above,
the Company will incur substantial expenses, including expenses for professional
and other consulting services, when it seeks to negotiate and enter into a
Merger.
11
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
NONE
ITEM 2 - CHANGES IN SECURITIES
NONE
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
NONE
ITEM 5 - OTHER INFORMATION
NONE
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
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99.1 Certification pursuant to U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June 30, 2002.
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.
AMARU, INC.
Date: August 19, 2002 By /s/ Sahra Partida
--------------- -------------------------------
Sahra Partida, President
and Treasurer (Chief Financial
Officer)
13