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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Aamaxan Transport Group Inc (CE) | USOTC:AAXT | OTCMarkets | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
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.) |
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).
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.
As of October 31, 2007, the issuer had 244,000 shares of Common Stock, $.0001 par value per share outstanding.
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 |
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.
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
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 |
Assets ------ Current assets: Cash $ - Prepaid expenses 517 -------------- Total current assets 517 -------------- $ 517 ============== |
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 ============== |
The accompanying notes are an integral part of the financial statements.
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 ============= ============= |
The accompanying notes are an integral part of the financial statements.
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 ============= ============== |
The accompanying notes are an integral part of the financial statements.
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 $ - $ - $ - ============= ============= ============== |
The accompanying notes are an integral part of the financial statements.
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 |
The accompanying notes are an integral part of the financial statements.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
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.
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.
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.
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
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.
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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