10QSB 1 f10qsb.htm

 

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: September 30, 2005

 

Or

 

[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

 

 

 

For the transition period from ____________ to _____________

 

 

Commission File Number: 000-50340

 

 

Premier Document Services, Inc.

(Exact name of small business issuer as specified in its charter)

 

 

Nevada

(State or other jurisdiction of incorporation or organization)

75-2980786

(I.R.S. Employer Identification No.)

  
  

4001 S. Decatur Blvd., Suite 37-218, Las Vegas, Nevada 89103

(Address of principal executive offices)

  

(702) 813-4543

(Issuer's telephone number)

_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

 

 

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) has been subject to such filing requirements for the past 90 days.

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 Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ]  No [X]

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: 7,942,750

 

Transitional Small Business Disclosure Format (Check one):  Yes [  ]  No  [X]

 

 

 


 

 

Premier Document Services, Inc.

Table of Contents

 

 

Page

PART I - FINANCIAL INFORMATION

 

 

 

Item 1. Consolidated Financial Statements

3

 

 

Consolidated Balance Sheet September 30, 2005 (unaudited)

4

 

 

Consolidated Statements of Operations For the Three and Nine Months Ended September 30, 2005 and 2004 (unaudited)

5

 

 

Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2005 and 2004 (unaudited)

6

 

 

Notes to Consolidated Financial Statements

7

 

 

Item 2. Management's Discussion and Analysis or Plan of Operation

8

 

 

Item 3. Controls and Procedures

10

 

 

PART II - OTHER INFORMATION

 

 

 

Item 6(a). Exhibits

11

 

 

Item 6(b). Reports Filed on Form 8-K

11

 

 

SIGNATURES

12

 

 

 

 

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Part I - Financial Information



Item 1. Financial Statements


Premier Document Services, Inc. and Subsidiary

Consolidated Balance Sheet

as of

September 30, 2005 (unaudited)


And


Consolidated Statements of Operations

for the Three Months and Nine Months Ended

September 30, 2005 and 2004 (unaudited)


And


Consolidated Statements of Cash Flows

for the Nine Months Ended

September 30, 2005 and 2004 (unaudited)










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Premier Document Services, Inc. and Subsidiary

Consolidated Balance Sheet

(unaudited)

 

 

Assets

September 30,

 

2005

Current assets:

  

Cash and equivalents

$

224,107

Accounts receivable

 

14,100

Total current assets

 

238,207

   

Fixed assets, net

 

21,572

   
 

$

259,779

   

Liabilities and Stockholders' Equity

  
   

Current liabilities:

  

Accounts payable

$

9,330

Due to related party

 

1,500

Total current liabilities

 

10,830

   
   

Stockholders' equity:

  

Preferred stock, $0.001 par value, 15,000,000 shares

  

authorized, no shares issued and outstanding

 

-

Common stock, $0.001 par value, 60,000,000 shares

  

authorized, 7,942,750 shares issued and outstanding

 

7,943

Additional paid-in capital

 

273,437

Retained (deficit)

 

(32,431)

  

248,949

   
 

$

259,779



The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

-4-


 

 

Premier Document Services, Inc. and Subsidiary

Consolidated Statements of Operations

(unaudited)

 


     

For the Three Months Ended

 

For the Nine Months Ended

     

September 30,

 

September 30,

     

            2005

 

2004

 

2005

 

2004

                
                

Revenue

$

          30,114

 

$

          51,479

 

$

          87,569

 

$

         129,175

                

Expenses:

           
 

General and administrative expenses

 

          30,543

  

          45,681

  

          53,656

  

         104,300

 

Contract labor

 

                   -

  

                   -

  

                   -

  

          13,381

 

Executive Compensation - related party

 

            1,500

  

            1,550

  

            4,500

  

            1,550   

 

Depreciation

 

            3,178

 

 

            3,178

 

 

            9,534

 

 

            9,534

  

Total expenses

 

          35,221

 

 

          50,409

 

 

          67,690

 

 

         128,765

                

Other income:

           
 

Interest income

 

                99

 

 

                46

 

 

              234

 

 

              160

                

Income (loss) before provision for taxes

 

          (5,008)

  

            1,116

  

          20,113

  

              570

                

Provision for income taxes

 

                   -

 

 

                   -

 

 

                   -

 

 

                   -

                

Net income (loss)

$

          (5,008)

 

$

            1,116

 

$

          20,113

 

$

              570

                

Weighted average number of

           
 

common shares outstanding - basic and fully diluted

 

     7,942,750

 

 

     7,942,750

 

 

     7,942,750

 

 

     7,942,750

                

Net income (loss) per share - basic and fully diluted

$

             0.00

 

$

             0.00

 

$

             0.00

 

$

          0.00


 


The accompanying notes are an integral part of these consolidated financial statements.


 

-5-


 

 

Premier Document Services, Inc. and Subsidiary

Consolidated Statements of Cash Flows

(unaudited)

 


 

For the Nine Months Ended

 

September 30,

  

2005

  

2004

Cash flows from operating activities

     

Net income

$

20,113

 

$

570

Adjustments to reconcile net income to

     

net cash provided by operating activities:

     

Depreciation

 

9,534

  

9,534

Changes in operating assets and liabilities:

     

(Increase) in accounts receivable

 

(14,100)

  

(1,500)

(Increase) in prepaid expense - related party

 

-

  

(1,824)

Increase in accounts payable

 

10,830

  

-

Net cash provided by operating activities

 

         26,377

  

         6,780

      

Net increase in cash and equivalents

 

        26,377

  

6,780

Cash and equivalents - beginning

 

197,730

  

140,648

Cash and equivalents - ending

$

224,107

 

$

147,461

      

Supplemental disclosures:

     

Interest paid

$

-

 

$

-

Income taxes paid

$

-

 

$

-


The accompanying notes are an integral part of these consolidated financial statements.


 

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Premier Document Services, Inc. and Subsidiary

Notes


Note 1 - Basis of presentation

 

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the period ended December 31, 2004 and notes thereto included in the Company's Form 10-KSB.  The Company follows the same accounting policies in the preparation of interim reports.

 

Results of operations for the interim periods are not indicative of annual results.


Note 2 - History and organization of the Company

 

The Company was organized January 28, 2002 (Date of Inception) under the laws of the State of Nevada, as Premier Document Services, Inc.  The Company is authorized to issue 15,000,000 shares of $0.001 par value preferred stock and 60,000,000 shares of $0.001 par value common stock.

 

The Company provides document preparation and signatory services related to the documentation of real estate transactions in the Las Vegas market.

 

On June 20, 2005, the Company formed a wholly owned subsidiary, Premier Document Services of Nevada, Inc.  The authorized capital of the subsidiary is 15,000,000 shares of $0.001 par value preferred stock and 60,000,000 shares of $0.001 par value common stock.  The formation of the subsidiary was in anticipation of a merger as described in Note 6.


Note 3 - Fixed assets

 

Furniture and equipment as of September 30, 2005 consisted of the following:

 

Computer and office equipment

 

$   52,258

Furniture and fixtures

 

     15,825

  

68,083

Accumulated depreciation

 

   (46,511)

  

$   21,572


Depreciation expense for the nine months ended September 30, 2005 and 2004 totaled $9,534 and $9,534.

 

Note 4 - Major customers

 

During the nine month period ended September 30, 2005, one customer accounted for 100% of the Company's revenue.


 

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Note 5 - Related party transactions

 

Office rent is provided without charge by an officer, director and shareholder.  Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.  The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests.  The Company has not formulated a policy for the resolution of such conflicts.

 

On July 7, 2004 the Company agreed to compensate its President with an annual salary of $6,000.  On December 3, 2004, the Company further agreed to pay its President a bonus at the end of each year to be decided by the Company's Board of Directors.  During the nine month periods ended September 30, 2005 and 2004, the Company recorded contract labor totaling $4,500 and $1,500, respectively.  As of September 30, 2005, there is a balance of $1,500 owed to the Company's President which is recorded as due to related party.

 

Note 6 - Subsequent events

 

On October 17, 2005, Professional Document Services, Inc., a wholly owned subsidiary of the Company, was incorporated in the state of Nevada in anticipation of a plan of merger between the Company and Navistar Communication Holdings, Ltd. as noted below.  The initial stock authorized is 75,000,000 shares at $0.001 par value.  Officer and director positions held are by one person, who is also the president and treasurer of the Company.

 

On October 26, 2005, the Company entered into an Agreement and Plan of Merger with Navistar Communication Holdings, Ltd. ("Navistar"), a Hong Kong corporation.  Navistar is the 70 % owner of Happy Times Media, Inc., a People's Republic of China Company.  Pursuant to the terms of the Agreement, 100 % of the outstanding shares of Navistar will be exchanged for 10 % of the outstanding shares of Professional Document Services, Inc, wholly owned by the Company.  Thereafter, the subsidiary will be merged into the Company and 1,391,932 shares of the Registrant's common stock, constituting 15.75 % of the total shares outstanding, will be distributed to the previous holders of Navistar.  At the effective date of the merger, the officers and directors of Navistar will become the officers and directors of the Company and the Company's articles of incorporation will be amended to change the name of the Company to Navstar Media Holdings, Inc.  The agreement to merge with Navistar is conditioned upon opinions of counsel, due diligence investigations, the deliver of audited financial statements of Navistar, the transfer of existing operations, assets and liabilities of the Registrant to Crystal Kim Han, the Registrant's officer and director in exchange for $250,000 shares of the Registrant's common stock and the execution of agreements by holders of 7,400,000 shares of the Registrant's common stock restricting the public resale thereof.  

 

On October 17, 2005, Professional Document Services, Inc., wholly owned subsidiary by the Company, was incorporated in the state of Nevada in anticipation of a plan of merger between the Company and Navistar Communication Holdings, Ltd as noted below.  The initial stock authorized is 75,000,000 shares at $0.001 par value.  Officer and director positions held are by one person, who is also the president and treasurer of the Company.

 

On October 26, 2005, the Company entered into an Agreement and Plan of Merger with Navistar Communication Holdings, Ltd., a Hong Kong corporation.  Navistar is the 70 % owner of Happy Times Media, Inc., a People's Republic of China Company.  Pursuant to the terms of the Agreement, 100 % of the outstanding shares of Navistar will be exchanged for 10 % of the outstanding shares of Professional Document Services, Inc, wholly owned by the Company.  Thereafter, the subsidiary will be merged into the Company and 1,391,932 shares of the Registrant's common stock, constituting 15.75 % of the total shares outstanding, will be distributed to the previous holders of Navistar.  At the effective date of the merger, the officers and directors of Navistar will become the officers and directors of the Company.  The agreement to merge with Navistar is contingent upon completion of audited financials conducted in accordance with generally accepted accounting principles ("GAAP") of the United States.   


 

 

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Item 2. Management's Discussion and Analysis or Plan of Operation


Forward-Looking Statements


This Quarterly Report contains forward-looking statements about our business, financial condition and prospects that reflect our assumptions and beliefs based on information currently available.  We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

 

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, our ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.  There may be other risks and circumstances that we are unable to predict.  When used in this Quarterly Report, words such as,  "believes," "expects,"  "intends,"  "plans,"  "anticipates,"  "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

 

General


We mainly provide document preparation and signatory services related to the documentation of real estate transactions in the Las Vegas market.  Our services include the preparation of documents such as deeds of trust, notes, state and federal disclosures, and loan applications and the obtainment of appropriate signatures on attorney documents, mortgage loan papers and other real estate disclosures.  We offer our services on a twenty-four (24) hour basis to accommodate individuals unable to obtain document preparation or signatory services during traditional business hours.  Many businesses located in Las Vegas, NV operate twenty-four (24) hours a day.  We believe fostering strategic relationships with local title companies, escrow services, law firms and mortgage companies will assist in generating demand for our document preparation and signatory services.  Our common stock, par value $0.001 per share, is listed on the Over-the-Counter Bulletin Board (OTCBB) under the symbol "PDSV."  Although trading approval was received on November 2, 2004 our common equity has yet to trade.

 

Recent business activities


On October 26, 2005, Premier Document Services, Inc., entered into an Agreement and Plan of Merger with Navistar Communications, Ltd., a Hong Kong corporation.  Navistar is the 70% owner of Happy Times Media, Inc. ("Happy Times"), a People's Republic of China Company.   Navistar has a traditional business model of content production, licensing and distribution in Television and Film.  Happy Times TV media content producer in China which has operated as a private entity since 1998.  Happy Times provides content for major national and regional TV stations, and distributes television series and foreign movies. It is also generates a portion of its revenues through advertisements, televised cultural events, corporate communications and exhibitions.

 

Pursuant to the terms of the Agreement, 100% of the outstanding shares of Navistar will be exchanged for 10% of the outstanding shares of a subsidiary of the Registrant.  Thereafter, the subsidiary will be merged into the Registrant and 1,391,392 shares of the Registrant's common stock will be distributed to the previous holders of Navistar.  At the effective date of the merger, the officers and directors of Navistar will become the officers and directors of the Registrant.  Closing of the Merger Agreement is conditioned upon opinions of counsel, due diligence investigations, the deliver of audited financial statements of Navistar, the transfer of existing operations, assets and liabilities of the Registrant to Crystal Kim Han, the Registrant's officer and director in exchange for 250,000 shares of the Registrant's common stock and the execution of agreements by holders of 7,400,000 shares of the Registrant's common stock restricting the public resale thereof.  The Merger Agreement terminates if not closed before November 30, 2005 unless otherwise amended by the parties.  The parties intend to close the Merger Agreement as soon as all conditions are met.

 

 

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Results of Operations


Regardless of the type of document, we charge a flat fee of $150 per document.  As we utilize the services of our President, Crystal Kim Han, to prepare these documents and not through the use of an independent contractor there is no impact to the margin earned on these services.  Signatory fees range on a per signing basis from $100 for an in office signing, $150 for an after hours or out of office signing and $200 for an out of area signing (excluding fuel costs).  The independent contractor obtaining the signature(s) is paid a flat fee of $50 per signing and $.35 per mile if the signing is out of the office.

 

The following is an itemization of our results of operations for the three-month period ended September 30, 2005 as compared to the three-month period ended September 30, 2004.

 

REVENUE. Total revenue for the three-month period ended September 30, 2005 was $30,114 compared to $51,479 for the three-month period ended September 30, 2004.  Revenues declined by approximately 58%, we reduced our total expenses by approximately 70%, and we incurred a Net loss of $5008.  


EXPENSES:


GENERAL AND ADMINISTRATIVE. General and Administrative expenses relate to operating costs, signing fees and marketing costs associated with the promotion of our document preparation services.  General and administrative expenses for the three-month period ended September 30, 2005 were $30,543 compared to $45,681 for the three-month period ended September 30, 2004.  We will continue to utilize the marketing services of RMS to obtain additional customers and pay them $15 for each lead we receive.  The owner and officer of RMS, Colin Fidler, is a former officer and director of the Company.


CONTRACT LABOR. Contract labor expense consists of the fees paid to our independent contractors.  Contract labor expense for the three-month period ended September 30, 2005 as well as was for the three-month period ended September 30, 2004 was $0.  In an effort to reduce total expenses, we did not employ independent contractors to assist in the obtainment of new revenue streams.


CONTRACT LABOR - RELATED PARTY. Contract labor - related party expense consists of the fees paid to our executive officer.  On July 7, 2004 the Company agreed to compensate our President with an annual salary of $6,000.  On December 3, 2004, the Company further agreed to pay our President a bonus at the end of each year to be decided by our Board of Directors.  During the three month period ended September 30, 2005, the Company recorded contract labor totaling $1,500 compared to the $1,550 during the three month period ended September 30, 2004.


DEPRECIATION. Depreciation was $3,178 for the three-month period ended September 30, 2005 compared to $3,178 for the three-month period ended September 30, 2004.  This represents depreciation on the assets of the Company.


TOTAL EXPENSES. Total expenses for the three-month period ended September 30, 2005 were $35,221 compared to $50,409 for the three-month period ended September 30, 2004.  Total expenses decreased significantly from the comparable period as a result of eliminating the use of independent contractors to whom Company services were previously outsourced and a large reduction in general and administrative expenses.


INTEREST INCOME. Interest income was $99 for the three-month period ended September 30, 2005.  The Company had interest income of $46 for the three-month period ended September 30, 2004.  Interest income represents the interest earned on the cash and equivalents deposits held by the Company.


NET INCOME. Our net loss was ($5,008) for the three-month period ended September 30, 2005 compared to net income of $1,116 for the three-month period ended September 30, 2004.  Management seeks to increase profitability, as we expand our business services without the need to employ the services of independent contractors.


 

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Future Business

 

We expect the industry to become increasingly competitive despite the size and growth in the real estate market.  We intend to compete by targeting specific market segments such as title companies, escrow services, law firms and mortgage companies.  Our main goal is to ensure client satisfaction with our document preparation and signatory services and to develop an outstanding reputation for quality.  If we fail to market and distribute our services and generate sufficient revenues, we may be unable to continue as a going concern.


Liquidity and Capital Resources

 

Management believes our cash and equivalents on hand of $224,107 will be sufficient to fund ongoing fiscal 2005 and 2006 operations and provide for our working capital needs given positive working capital of $259,799.  Revenues generated over and above expenses will be used for further development of our services, to provide financing for marketing and promotion, to secure additional customers, equipment and personnel, and for other working capital purposes.

 

To date, we have financed our cash flow requirements through an issuance of common stock and through the revenue generated from existing operations.  During our normal course of business, we may experience net negative cash flows from operations, pending receipt of revenues.

 

All investor inquiries should be directed via mail to Ms. Crystal Kim Han, President, Premier Document Services, Inc., 4001 S. Decatur Blvd., Suite 37-218, Las Vegas, Nevada 89103.


Item 3. Controls and Procedures

 

(a)     Evaluation of disclosure controls and procedures.  We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.  Based upon her evaluation of those controls and procedures performed as of September 30, 2005, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures were adequate.

 

(b)     Changes in internal controls.  There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by our chief executive and principal financial officer.



 

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PART II - OTHER INFORMATION


Item 6(a) - Exhibits

 


Exhibit Number

Name and/or Identification of Exhibit

  

3.1

Articles of Incorporation of the Company filed January 28, 2002.  Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission.

3.2

By-Laws of the Company adopted February 5, 2002.  Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission.

31

Rule 13a-14(a)/15d-14(a) Certification

32

Certification under Section 906 of the Sarbanes-Oxley Act (SECTION 1350)


 

Item 6(b) - Reports Filed on Form 8-K

 

For the quarter ended September 30, 2005 the Company did not file any reports on Form 8-K with the Securities and Exchange Commission.




 

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SIGNATURES


Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

Premier Document Services, Inc.

(Registrant)


 


Date: November 14, 2005




By: /s/ Crystal Kim Han

Crystal Kim Han

President/CEO and Treasurer/CFO


 

 

 

 

 

 

 

 

 

 

 

 

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