-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B4G99eRCygt6bNvvXOXLO989kBBqVeQUjs6evKVeqoAYo8+Xc+zc+81gVV/Z7SAP fA7V4X6+N2NtxBH8iEphaw== 0000950147-01-501588.txt : 20010917 0000950147-01-501588.hdr.sgml : 20010917 ACCESSION NUMBER: 0000950147-01-501588 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMAGEMAKERS PHOTOGRAPHY INC CENTRAL INDEX KEY: 0001129216 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MAILING, REPRODUCTION, COMMERCIAL ART & PHOTOGRAPHY [7330] FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-32061 FILM NUMBER: 1737022 BUSINESS ADDRESS: STREET 1: 210 SOUTH FOURTH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85003 10QSB 1 e-7461.txt QUARTERLY REPORT FOR QTR. ENDED 06/30/2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 0-32061 THE IMAGEMAKERS PHOTOGRAPHY, INC. (Exact name of registrant as specified in its charter) NEVADA 88-0392307 (State of jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 975 CAMELIA DRIVE, HENDERSON, NEVADA 89015 (Address of principal executive offices) (Zip Code) (702) 558-6025 (Registrants telephone number, including area code) 3855 DIABLO DRICE, SUITE 7, LAS VEGAS, NEVADA 89118 (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of June 30, 2001, the Registrant had 3,032,861 shares of its $0.001 par value common stock issued and outstanding. As of June 30, 2001, the Registrant had 912,861 shares of its $0.001 par value common stock held by non-affiliates of the registrant. No market value has been computed based upon the fact that no market has been established at this time. TABLE OF CONTENTS PART I -- FINANCIAL INFORMATION ........................................... 3 ITEM 1. BALANCE SHEET -- JUNE 30, 2001 ............................. 3 ITEM 2. STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND SIX MONTHS ENDED JUNE 30, 2001 ............. 4 ITEM 3. STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND SIX MONTHS ENDED JUNE 30, 2001 ............. 5 ITEM 4. STATEMENT OF SHAREHOLDERS EQUITY THROUGH JUNE 30, 2001 ....... 6 ITEM 5. NOTES TO FINANCIAL STATEMENTS ................................ 7 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .......................... 10 PART II -- OTHER INFORMATION .............................................. 12 SIGNATURES ................................................................ 13 2 PART I -- FINANCIAL INFORMATION THE IMAGEMAKERS PHOTOGRAPHY, INC. BALANCE SHEET JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 (AUDITED) ================================================================================ ASSETS
JUNE 30, 2001 DECEMBER 31, 2000 ------------- ----------------- (UNAUDITED) (AUDITED) CURRENT ASSETS: Cash $ 13 $ 0 --------- --------- TOTAL CURRENT ASSETS $ 13 $ 0 PROPERTY & EQUIPMENT: (NOTE 2) Furniture & Fixtures 9,307 9,307 Equipment 10,684 10,684 Photography Equipment 71,575 71,575 --------- --------- TOTAL $ 91,566 $ 91,566 --------- --------- Less: Allowance for Depreciation 36,135 27,237 --------- --------- NET PROPERTY & EQUIPMENT $ 55,431 $ 64,329 --------- --------- TOTAL ASSETS $ 55,444 $ 64,329 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Cash Overdraft $ 0 $ 608 Accounts Payable 2,547 1,289 Accrued Expenses 72,311 50,383 Current Portion of Long-Term Debt 155,110 144,171 --------- --------- TOTAL CURRENT LIABILITIES $ 229,968 $ 196,451 LONG-TERM LIABILITIES -- LESS CURRENT PORTION (NOTE 3) 54,008 62,647 --------- --------- TOTAL LIABILITIES $ 283,876 $ 259,098 STOCKHOLDERS' EQUITY: Common Stock, $0.001 par value, Authorized 20,000,000 shares; Issued and outstanding at June 30, 2001 and December 31, 2000, 3,032,861 and 2,973,000 shares respectively $ 3,032 $ 3,032 Additional paid-in capital 50,542 50,542 Accumulated Deficit (282,106) (248,343) --------- --------- TOTAL STOCKHOLDERS' EQUITY $(228,532) $(194,769) --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 55,444 $ 64,329 ========= =========
See accompanying accountants' report and notes to financial statements 3 THE IMAGEMAKERS PHOTOGRAPHY, INC. STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2001 (UNAUDITED), THE SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED) AND THE YEAR ENDED DECEMBER 31, 2000 (AUDITED) ================================================================================
THREE MONTHS SIX MONTHS ENDED ENDED YEAR ENDED JUNE 30, 2001 JUNE 30, 2001 DECEMBER 31, 2000 ------------- ------------- ----------------- (UNAUDITED) (UNAUDITED) (AUDITED) INCOME: Revenue $ 500 $ 500 $ 43,560 Other Income 0 0 34 -------- -------- -------- TOTAL REVENUE 500 500 43,594 COST OF REVENUES EARNED 0 1,207 23,478 -------- -------- -------- GROSS PROFIT (LOSS) 500 (707) 20,116 OPERATING EXPENSES: Accounting 0 0 480 Bank Charges 247 699 1,513 Dues & Subscriptions 0 0 67 Marketing & Promotion 0 0 795 Office Expense 78 78 809 Repairs & Maintenance 0 0 34,217 Rent 13,600 13,600 24,720 Depreciation 4,449 8,898 19,003 Telephone & Utilities 1,215 1,215 3,501 Licenses & Fees 135 135 563 Tax Expense 0 0 4,125 Legal Fees 2,009 2,009 4,849 Equipment Lease 0 94 532 Insurance (92) (92) 1,089 Other Expenses 791 1,089 2,609 -------- -------- -------- TOTAL OPERATING EXPENSES 22,432 27,725 98,872 -------- -------- -------- LOSS FROM OPERATIONS (21,932) (28,432) (78,756) ======== ======== ======== OTHER INCOME (EXPENSE): Interest Income 0 0 6 Interest Expense (2,690) (5,331) (11,693) Loss on Sale of Assets 0 0 (7,427) -------- -------- -------- NET INCOME (LOSS) $(24,622) $(33,763) $(97,870) ======== ======== ========
See accompanying accountants' report and notes to financial statements 4 THE IMAGEMAKERS PHOTOGRAPHY, INC. STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED JUNE 30, 2001 (UNAUDITED), THE SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED) AND THE YEAR ENDED DECEMBER 31, 2000 (AUDITED) ================================================================================
THREE MONTHS SIX MONTHS ENDED ENDED YEAR ENDED JUNE 30, 2001 JUNE 30, 2001 DECEMBER 31, 2000 ------------- ------------- ----------------- (UNAUDITED) (UNAUDITED) (AUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss During Period $(24,622) $(33,763) $(97,870) Items Not Affecting Cash Flow: Depreciation 4,449 8,898 19,003 Increase - (Decrease) in Accrued Liabilities 20,346 25,486 31,286 Increase - (Decrease) in Prepaid Expenses 0 0 550 (Increase) - Decrease in Deposits 0 0 2,500 -------- -------- -------- NET CASH FLOW FROM OPERATIONS $ 173 $ 621 $(44,531) CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from Long-Term Debt $ 0 $ 0 $ 44,902 Principal Payments on Long-Term Debt 0 0 (8,336) Contribution of Capital 0 0 59 -------- -------- -------- NET CASH FLOW FROM FINANCING ACTIVITIES $ 0 $ 0 $ 36,625 CASH FLOW FROM INVESTING ACTIVITIES: Equipment Purchased $ 0 $ 0 $ (4,034) Net Increase (Decrease) in Cash $ 173 $ 621 $ (3,872) Cash at Beginning of Period -- January 1 (160) (608) 3,264 -------- -------- -------- CASH AT END OF PERIOD -- JUNE 30 $ 13 $ 13 $ (608) ======== ======== ========
See accompanying accountants' report and notes to financial statements 5 THE IMAGEMAKERS PHOTOGRAPHY, INC. STATEMENT OF SHAREHOLDERS' EQUITY JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 (AUDITED) ================================================================================
Transaction Number of Common Additional Accumulated Total and Date Common Shares Stock Paid-in Capital Deficit Equity - -------- ------------- ----- --------------- ------- ------ April 14, 1998 Common Shares for Cash and Services as Chairman of the Board, Chief Executive Officer and President at $0.0019444 Per Share 900,000 $ 900 $16,600 0 $ 17,500 April 14, 1998 Common Shares for Cash and Services at Vice President, Secretary and Treasurer At $0.0019444 Per Share 900,000 900 16,600 0 $ 35,000 April 14, 1998 Common Shares for Cash at $0.019444 Per Share 900,000 900 16,600 0 $ 52,500 June 27, 1999 Common Shares for Loan Guarantees 332,861 332 742 0 $ 53,574 Deficit Accumulated During the Development Stage $(248,343) $(194,769) Net Loss Current Year $ (33,763) $(228,532) ---------- ------ ------- --------- --------- BALANCE AT 6/30/01 3,032,861 $3,032 $50,542 $(282,106) $(228,532) ========== ====== ======= ========= =========
See accompanying accountants' report and notes to financial statements 6 THE IMAGEMAKERS PHOTOGRAPHY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 (AUDITED) ================================================================================ NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: COMPANY'S ACTIVITIES AND OPERATING CYCLE -- The Company was incorporated April 14, 1998, under the laws of the State of Nevada DISCONTINUED OPERATIONS -- The Company has broken its existing lease agreement and is no longer operating as a fashion portrait studio. Management plans to continue the Company under a different line of operations, which is currently undecided. CASH EQUIVALENTS -- For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. FAIR VALUE OF FINANCIAL INSTRUMENTS AND ACCRUALS -- The carrying amounts of cash, short-term investments and accruals approximate fair value of the short maturity of those instruments and accruals. USE OF ESTIMATES -- Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions effect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and reported revenues and expenses. It is at least reasonably possible that the significant estimates used will change within the next year. COMPREHENSIVE INCOME -- SAFS No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. Comprehensive income is defined in Statements of Financial Accounting Concepts No. 6, "ELEMENTS OF FINANCIAL STATEMENTS," as "the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners." The Company adopted SFAS No. 130, however, there were no changes in equity during the period. As such, comprehensive income for the three months ended June 30, 2001 and the year ended December 31, 2000 is equal to the amount shown on the Statement of income as net income. NOTE 2 -- PROPERTY AND EQUIPMENT: PROPERTY AND EQUIPMENT -- Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. Depreciation is computed for financial statement purposes under the straight-line method. The depreciation for the quarter ended June 30, 2001, the six months ended June 30, 2001 and December 31, 2000 is $4,449, 8,898 and$19,003 respectively. Leasehold improvements were amortized over a useful life of 7 years. Furniture and fixtures, equipment and photography equipment were amortized over a useful life of 5 years. 7 THE IMAGEMAKERS PHOTOGRAPHY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 (AUDITED) ================================================================================ NOTE 3 -- NOTES PAYABLE AND LONG-TERM DEBT:
(UNAUDITED) (AUDITED) SIX MONTHS ENDED YEAR ENDED JUNE 30, 2001 DECEMBER 31, 2000 ------------- ----------------- Note payable to Diamond Equities, Inc., a shareholder, secured by equipment. Payment of $2,000.00 per quarter. Interest rate of 8% per annum. $ 100,000 $ 100,000 Note payable to Hane Development, Inc., a shareholder, secured by equipment. Payment of $1,880 per month. Interest rate of 8% per annum. 57,243 57,243 Note payable to shareholder, non-interest bearing. Unsecured. 51,875 49,575 --------- --------- Total $ 209,118 $ 206,818 Less: Current Portion (155,110) (144,171) --------- --------- Total Long-Term Debt $ 54,008 $ 62,647 --------- --------- Maturities of debt are as follows: 2001 144,171 144,171 2002 13,072 13,072 Thereafter 51,875 49,575 --------- --------- Total $ 209,118 $ 206,818 ========= =========
Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of long-term debt approximates the carrying value. NOTE 4 -- RELATED PARTY TRANSACTIONS: Included in notes payable at June 30, 2001 and December 31, 2000 are notes to the officer-shareholders of the Company totaling $209,118 and $206,818 respectively. Included in accrued expenses at June 30, 2001 and December 31, 2000 is accrued interest on notes to the officer-shareholders of the Company totaling $19,825 and $14,644 respectively. 8 THE IMAGEMAKERS PHOTOGRAPHY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 (AUDITED) ================================================================================ NOTE 5 -- INCOME TAXES: The following schedule summarizes the net operating loss carry-forward future benefits and the dates they are scheduled to expire: Net Operating Year of Loss Carryover Expiration -------------- ---------- $ 39,098 2018 111,375 2019 97,870 2020 33,763 2021 -------- $282,106 ======== NOTE 6 -- GOING CONCERN: The Company's financial statements are prepared using the generally accepted accounting principals applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has no current source of revenue. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's plan to raise substantial amounts of equity funds for use in its administrative and general business activities. 9 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following section contains forward-looking statements that involve risks and uncertainties, including those referring to the period of time the Company's existing capital resources will meet the Company's future capital requirements, the Company's future operating results, the market acceptance of the products and services of the Company, the Company's efforts to establish and the development of new products and services, the Company's planned investment in the marketing of its future products and services and development with regard to future endeavors. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors. The Company determined that it was in the best interests of the shareholders to restructure the direction of the Company. During the three months ended June 30, 2001, the Company performed extensive studies to decide what products and services could be offered utilizing the present equipment. The Company has determined that the primary business will be to offer website development, management and deployment services. In addition, the Company will utilize its existing equipment to offer specialized photograph enhancement services through the Internet. The Company will retail custom logo's, corporate images, special event pictures and residential photography for real estate brokers. LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY. There is no trading market for the Company's Common Stock at the present time and there has been no trading market to date. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue. If and when the Company's securities are traded, the securities may likely be deemed a "penny stock". The Securities and Exchange Commission had adopted Rule 15g-9 which establishes the definition of a "penny stock," for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience and objectives of the person and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. 10 The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The Company plans to have its securities traded in the over-the-counter ("OTC") market. The OTC market differs from national and regional stock exchanges in that it (1) is not cited in a single location but operates through communication of bids, offers and confirmations between broker-dealers and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the "specialist" common to stock exchanges. The Company may apply for listing on the NASDAQ OTC Bulletin Board. No assurance can be given by the Company that any of the above events will occur. As of June 30, 2001, the Company had a negative working capital of $(229,955) and faces the need for additional working capital in the future. Due to the fact that the Company is required to seek other sources of financing, no assurance can be given that other financing will be available, if required; or if available, will be available on terms and conditions satisfactory to management. RESULTS OF OPERATIONS. The Company generated minimal revenues from operations during the three month period ended June 30, 2001. The Company recorded a net loss from operations of $24,622 during the three month period ended June 30, 2001. The loss was caused by the expenses incurred by the Company to discontinue the retail photography operations and complete their studies for changing the products and services of the Company. PLAN OF OPERATIONS. Presently, the Company has changed their focus to provide website development, management and deployment services. The Company will render comprehensive services that will include complete website development through HTML programming, graphic design, hosting services, on-line shopping systems website management and consulting services. Additionally, the Company will retail photographic services that will include enhanced photo development, corporate logo's special event pictures and residential photography for real estate transactions. These services will be offered by traditional methods as well as marketed on the Internet. 11 Although the Company's financial resources are severely limited, the Company intends to continue to develop these new business opportunities. Analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company. None of the officers and directors of the Company are professional business analysts. In analyzing prospective business opportunities management considers such matters as the available technical, financial and managerial resources, working capital and other financial requirements. The prospects for the future, nature of present and expected competition and the quality and experience of quality of services that may be available. The Company will evaluate the potential for further products and services. Specific risks factors not now foreseeable, but which may be anticipated that may impact proposed activities, will be considered in the evaluation of future business opportunities. PART II -- OTHER INFORMATION None 12 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE IMAGEMAKERS PHOTOGRAPHY, INC. Dated: September 10, 2001 By: /s/ Mark Patko -------------------------------- Mark Patko President By: /s/ Mary S. Costa -------------------------------- Mary S. Costa Secretary & Treasurer 13 -----END PRIVACY-ENHANCED MESSAGE-----