10QSB 1 form10qsb.htm QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 2004 Filed by Automated Filing Services Inc. (604) 609-0244 - Can/Am Autosales, Inc. - Form 10QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____ TO _____ .

Commission File Number: 333-103986

CAN/AM AUTOSALES, INC.
(Exact name of small business issuer as specified in its charter)

Nevada  98-0384073 
(State or other jurisdiction of incorporation or organization)  (IRS Employer Identification No.) 

1577 W. 4th Avenue
Vancouver, B.C. Canada V6J 1L6

(Address of principal executive offices)

(604) 732-3799
(Issuer's Telephone Number)

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),  Yes x     No ¨   and (2) has been subject to such filing requirements for the past 90 days.  Yes x     No ¨   

As of June 30, 2004, the issuer had 18,262,500 shares issued and outstanding of its common stock.


PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CAN/AM AUTOSALES, INC.
Index to Financial Statements
June 30, 2004
(Unaudited)

Balance Sheet:  
     June 30, 2004 F-2
 
Statements of Loss:  
     For the quarters ended June 30, 2004 and 2003 F-3
     For the six months ended June 30, 2004 and 2003 F-4
 
Statements of Stockholders' Equity:   
     For the periods ended June 30, 2004 F-5
 
Statements of Cash Flows:  
     For the periods ended June 30, 2004 and 2003 F-6
 
Notes to Financial Statements:  
     June 30, 2004 F-7

F-1


CAN/AM AUTOSALES, INC.
(A development stage enterprise)
Balance Sheet
June 30, 2004
(Unaudited)

ASSETS     
 Current assets:     
     Cash and cash equivalents  41,235  
     Website development costs, net of accumulated     
       amortization of $1,739    870  
       Total current assets    42,105  
       Total assets  42,105  
 
 
LIABILITIES     
 Current liabilities:     
     Accounts payable and accrued expenses  3,334  
       Total current liabilities    3,334  
 
       Total liabilities    3,334  
 
 
STOCKHOLDER'S EQUITY     
Common stock, $.001 par value, 100,000,000 authorized,     
     18,262,500 shares issued and outstanding    18,263  
 Capital in excess of par value    53,804  
 Deficit accumulated during the development stage    (33,296
       Total stockholder's equity    38,771  
       Total liabilities and stockholder's equity  42,105  

F-2

The accompanying notes are an integral part of these statements.


CAN/AM AUTOSALES, INC.
(A development stage enterprise)
Statement of Loss For The Quarters Ended
June 30, 2004 and 2003
(Unaudited)

    Quarter Ended     Quarter Ended  
    June 30,     June 30,  
    2004     2003  
 
Revenues  -   -  
 
General and administrative expenses    8,798     6,856  
     Total operating expenses    8,798     6,856  
     (Loss) before taxes    (8,798   (6,856
 
Provision (credit) for taxes on income:    -     -  
     Net (loss)  (8,798 (6,856
 
 
Basic earnings (loss) per common share  (0.00 (0.00
 
Weighted average number of shares outstanding    18,100,137     17,250,000  

F-3

The accompanying notes are an integral part of these statements.


CAN/AM AUTOSALES, INC.
(A development stage enterprise)
Statement of Loss For The Six Months Ended
June 30, 2004 and 2003
(Unaudited)

    Cumulative,          
    Inception,          
    November 22,     Six Months     Six Months  
    2002 Through     Ended     Ended  
    June 30,     June 30,     June 30,  
    2004     2004     2003  
 
Revenues  -   -   -  
 
General and administrative expenses    33,296     16,245     14,689  
     Total operating expenses    33,296     16,245     14,689  
     (Loss) before taxes    (33,296   (16,245   (14,689
 
Provision (credit) for taxes on income:    -     -     -  
     Net (loss)  (33,296 (16,245 (14,689
 
 
Basic earnings (loss) per common share      (0.00 (0.00
 
Weighted average number of shares outstanding        17,679,190     17,250,000  

F-4

The accompanying notes are an integral part of these statements.


CAN/AM AUTOSALES, INC.
(A development stage enterprise)
Statement of Stockholder's Equity For The Periods Ended
June 30, 2004
(Unaudited)

                  Deficit      
                  Accumulated      
              Capital in     During the      
  Common Stock      Excess of     Development      
  Shares      Amount      Par Value     Stage     Total  
 
Inception, November 22, 2002      -   -   -  
Stock issued for cash  300,000      300      2,700         3,000  
Development stage net (loss)                  (1,782   (1,782
Balances, December 31, 2002  300,000    300    2,700   (1,782 1,218  
 
Stock issued for cash  3,150,000      3,150      64,350         67,500  
Development stage net (loss)                  (15,269   (15,269
Balances, December 31, 2003  3,450,000    3,450    67,050   (17,051 53,449  
 
Stock issued for cash  202,500      203      20,047         20,250  
Less, Expenses in connection                       
with stock offering              (18,683       (18,683
Development stage net (loss)                  (16,245   (16,245
  3,652,500    3,653    68,414   (33,296 38,771  
 
Retroactive effect of 5 for 1                       
 forward split  14,610,000      14,610      (14,610       -  
Balances, June 30, 2004  18,262,500    18,263    53,804   (33,296 38,771  

F-5

The accompanying notes are an integral part of these statements.


CAN/AM AUTOSALES, INC.
(A development stage enterprise)
Statement of Cash Flows For The Six Months Ended
June 30, 2004 and 2003
(Unaudited)

  Cumulative,      
  Inception,      
  November 22,   Six Months   Six Months  
  2002 Through   Ended   Ended  
  June 30,   June 30,   June 30,  
  2004   2004   2003  
 
Cash flows from operating activities:       
Net (loss)  $ (33,296 $ (16,245 $ (14,689
 
Adjustments to reconcile net (loss) to cash       
 provided (used) by developmental stage activities:       
   Amortization  1,739   1,304   -  
 Change in current assets and liabilities:       
   Prepaid expenses  -     (1,000
   Accounts payable and accrued expenses  3,334   1,189   4,293  
   Advances from related party  -   -   (420
       Net cash flows from operating activities  (28,223 (13,752 (11,816
 
Cash flows from investing activities:       
   Website development costs incurred  (2,609 -   -  
       Net cash flows from investing activities  (2,609 -   -  
 
 
Cash flows from financing activities:       
 Proceeds from sale of common stock  90,750   20,250   67,500  
 Stock offering expenses  (18,683 (18,683 -  
 Change in prepaid expenses applicable to financing activities  -   18,484   -  
       Net cash flows from financing activities  72,067   20,051   67,500  
       Net cash flows  41,235   6,299   55,684  
 
Cash and equivalents, beginning of period  -   34,936   2,347  
Cash and equivalents, end of period  $ 41,235   $ 41,235   $ 58,031  
 
Supplemental cash flow disclosures:       
 Cash paid for interest  $ -   $ -   $ -  
 Cash paid for income taxes  -   -   -  

F-6

The accompanying notes are an integral part of these statements.


CAN/AM AUTOSALES, INC.
(A development stage enterprise)
Notes to Unaudited Financial Statements
June 30, 2004
(Unaudited)

The accompanying unaudited interim financial statements include all adjustments, which in the opinion of management, are necessary in order to make the accompanying financial statements not misleading, and are of a normal recurring nature. However, the accompanying unaudited financial statements do not include all of the information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows and stockholders' equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in Can/Am Autosales, Inc.'s Form 10-K for the period ended December 31, 2003. Operating results for the three months ended June 30, 2004, are not necessarily indicative of the results that can be expected for the year ended December 31, 2004.

Note 1 - Capital stock:

Since its inception, the Company has issued shares of its common stock as follows:

            Price Per     
Date       Description    Shares    Share    Amount 
11/22/02       Shares issued for cash    300,000    $0.01    $3,000 
01/13/03       Shares issued for cash    300,000    0.01    3,000 
01/14/03       Shares issued for cash    275,000    0.01    2,750 
01/18/03       Shares issued for cash    150,000    0.01    1,500 
01/20/03       Shares issued for cash    300,000    0.01    3,000 
01/25/03       Shares issued for cash    100,000    0.01    1,000 
02/04/03       Shares issued for cash    50,000    0.01    500 
02/17/03       Shares issued for cash    275,000    0.01    2,750 
02/24/03       Shares issued for cash    100,000    0.01    1,000 
02/25/03       Shares issued for cash    200,000    0.01    2,000 
02/26/03       Shares issued for cash    250,000    0.01    2,500 
02/27/03       Shares issued for cash    50,000    0.01    500 
03/01/03       Shares issued for cash    100,000    0.01    1,000 
03/03/03       Shares issued for cash    100,000    0.01    1,000 
03/11/03       Shares issued for cash    900,000    0.05    45,000 
03/25/04       Shares issued for cash    15,000    0.10    1,500 
03/29/04       Shares issued for cash    25,000    0.10    2,500 
03/30/04       Shares issued for cash    10,000    0.10    1,000 
03/31/04       Shares issued for cash    45,000    0.10    4,500 
04/01/04       Shares issued for cash    10,000    0.10    1,000 
04/06/04       Shares issued for cash    15,000    0.10    1,500 
04/21/04       Shares issued for cash    10,000    0.10    1,000 
04/23/04       Shares issued for cash    10,000    0.10    1,000 
05/04/04       Shares issued for cash    10,000    0.10    1,000 
05/05/04       Shares issued for cash    10,000    0.10    1,000 
05/10/04       Shares issued for cash    7,500    0.10    750 
05/10/04       Shares issued for cash    10,000    0.10    1,000 
05/11/04       Shares issued for cash    25,000    0.10    2,500 
       Cumulative total    3,652,500        $90,750.00 
       Retroactive effect of 5 for 1 split    14,610,000         
       Cumulative total after 5 for 1 split    18,262,500         

F-7


CAN/AM AUTOSALES, INC.
(A development stage enterprise)
Notes to Unaudited Financial Statements
June 30, 2004
(Unaudited)

On June 19, 2004, our Directors approved a 5 for 1 forward split of the company's common stock. All shareholders of record as of July 13, 2004 will receive a new certificate for 5 shares for each share they own as of the close of business on that date. After the common stock split, the equivalent number of issued and outstanding shares of the Company outstanding at June 30, 2004 will increase from 3,652,000 to 18,262,500. Total shares authorized of 100 million and par value of $0.001 per common share remain unchanged. The effect of the split has been retroactively reflected in the accompanying financial statements.

Note 2 - Uncertainty, going concern:

At June 30, 2004, the Company was not currently engaged in a business and had suffered losses from development stage activities to date. Although management is currently attempting to implement its business plan (see Note 2 in the December 31, 2003 audited financial statements included in the Company's Form 10-K) and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, the Company must rely on its officers and directors to perform essential functions without compensation until a business operation can be commenced. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 3 – Website development costs:

The Company follows Emerging Issues Task Force reached a consensus on Issue No. 00-2, Accounting for Website Development Costs, ("EITF Issue No. 00-2"), which provides that for specific website development costs, the accounting should be based generally on AICPA Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Under SOP 98-1, development costs are capitalized and amortized to income over the estimated useful life of the website.

The Company has incurred $2,609 in development costs through June 30, 2004, which have been capitalized, and are being amortized over a period expiring in November, 2004.

Note 4 – Subsequent events:

On August 16, 2004, the Company signed a Letter of Intent with London Finance Group, Ltd., a British company (LFG), for a share exchange of all of the shares of LFG for common and preferred stock of CanAm. LFG has several subsidiaries, including two European banks and a software trading platform. We are currently undertaking due diligence with regard to this acquisition, and closing is set to occur on or before September 20, 2004. While we believe that this potential acquisition could be of significant benefit to the Company, there is no assurance it will be concluded, or that the terms of the stock exchange will not differ from the initial negotiations.

F-8


Item 2. Plan of Operation

Can/Am Autosales, Inc., is a development stage company with no operations, no revenue, no financial backing and limited assets. Our plan is to market used cars through the internet and auto trade magazines to individuals in the U.S. and Canada.

As of June 30, 2004, Can/Am had approximately $41,200 of cash. Development stage net loss for the six months ended June 30, 2004 was $16,245, compared to $14,689 for the six month period ended June 30, 2003. The loss for the quarter ended June 30, 2004 of $8,798, consisted primarily of legal and accounting expenses incident to the company's development stage activities.

Can/Am's website at, www.canamautosales.com, will be used as an information portal and will not offer on-line buying. The website will advertise all the vehicles available for sale with detailed mechanical inspection reports. It will also provide contact information by telephone, e-mail, and fax. During this first year of operations, our officers and directors have provided their labor at no charge.

On August 16, 2004, the Company signed a Letter of Intent with London Finance Group, Ltd., a British company (LFG), for a share exchange of all of the shares of LFG for common and preferred stock of the Company. LFG has several subsidiaries, including two European banks and a software trading platform. Based on initial due diligence, it appears that these subsidiaries generated profits in 2003 in excess of $30,000,000 (US). The Company is undertaking its due diligence with regard to this acquisition, and closing is set to occur on or before September 20, 2004. While management believes that this potential acquisition could be of significant benefit to the Company, management must caution that it is still investigating this potential exchange, and there exists a possibility that it will not be concluded, or that the terms of the stock exchange will differ from the initial negotiations.

There is substantial doubt about our ability to continue as a going concern as we have suffered recurring losses from operations and have no established source of revenue.

Accordingly, our independent auditors included an explanatory paragraph (Note 2) regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Item 3. Effectiveness of the registrant's disclosure controls and procedures

The Company is not yet subject to Rule 13a-14(c) under the Securities Exchange Act of 1934).

Part II – Other Information

Item 1. Legal Proceedings

None

Item 2. Changes in Securities

None

2


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

Exhibits: 

Exhibit No. Document Location
3.1  Articles of Incorporation  Previously Filed
3.2  Bylaws  Previously Filed
31.1 Certification of the Chief Executive Officer of the Company as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Included
31.2 Certificate of the Chief Financial Officer of the Company as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Included
32.1 Certification of the Chief Executive Officer and Chief Financial Officer of the Company pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 Included

Reports on Form 8-K

Form 8-K filed June 21, 2004, on Items 5 and 6, announcing a 5:1 forward split of the Company's stock and the resignation of a director.

Form 8-K filed August 10, 2004, on Item 5, announcing the appointment of a new director.

Form 8-K filed August 18, 2004, on Item 5, announcing a 16.5:1 forward split of the Company's stock.

SIGNATURE

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 19th day of August, 2004.

CAN AM AUTOSALES, INC.

/s/ Triantafyllos Groumoutis
By: Triantafyllos Groumoutis
Its: President and CEO

3