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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION ------------------------
Washington, D.C. 20549 OMB Number: 3235-0416
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FORM 10-QSB Expires: April 30,2003
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Estimated average burden
hours per response: 32.0
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(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended January 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to ______.
Commission File No. 0-10841
American Millennium Corporation, Inc.
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(Exact name of small business issuer as specified in its charter)
New Mexico 85-0273340
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(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
1010 Tenth Street, Suite 100, Golden, CO 80401
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(Address of principal executive offices)
(303) 279-2002
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(Issuer's telephone number)
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 Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
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: 43,520,998 at March 18, 2002.
Transitional Small Business disclosure Format (check one): Yes [ ] No [ ]
AMERICAN MILLENNIUM CORPORATION, INC.
FORM 10-QSB
INDEX
PAGE
PART I-FINANCIAL INFORMATION
Item 1-Financial Statements (Unaudited)
Balance Sheet - January 31, 2002 (Unaudited) 2
Statements of Operations - Three months ended
January 31, 2002 and 2001 (Unaudited) 3
Statements of Operations - Six months ended
January 31, 2002 and 2001 (Unaudited) 4
Statements of Cash Flows - Six Months ended
January 31, 2002 and 2001 (Unaudited) 5
Notes to Financial Statements (Unaudited) 6
Item 2-Management's Discussion and Analysis or Plan of Operation 9
PART II-OTHER INFORMATION
Item 1 -Legal Proceedings 12
Item 2 -Changes in Securities 12
Item 3 -Defaults Upon Senior Securities 13
Item 4 -Submission of matters to a Vote of Securities Holders 13
Item 5 -Other Information 13
Item 6 -Exhibits and reports on Form 8-K 13
1
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PART I - FINANCIAL INFORMATION
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Item 1-Financial Statements (Unaudited)
The financial statements in response to this item are as follows:
AMERICAN MILLENNIUM CORPORATION, INC.
BALANCE SHEET (Unaudited)
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January 31, 2002
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ASSETS
CURRENT ASSETS
Cash and cash equivalents ..........................$ 5,681
Accounts receivable, less allowance for doubtful
accounts of $10,696 .............................. 203,211
Inventories ........................................ 67,884
Employee advances .................................. 3,888
Prepaid expenses ................................... 202
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TOTAL CURRENT ASSETS ................................. 280,866
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PROPERTY AND EQUIPMENT, NET .......................... 110,548
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OTHER ASSETS
Securities in closely-held corporation ............. 3,040
Deposits............................................ 11,790
Other .............................................. 760
Deferred income tax asset, less valuation
allowance of $5,484,412 .......................... --
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TOTAL OTHER ASSETS ................................... 15,590
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TOTAL ASSETS .........................................$ 407,004
=============================================================================
LIABILITIES AND DEFICIENCY IN ASSETS
CURRENT LIABILITIES
Accounts payable ....................................$ 557,627
Accrued payroll and related taxes ................... 148,357
Other accrued liabilities ........................... 90,309
Current portion of capitalized lease obligations .... 2,237
Notes payable to related parties .................... 150,102
Notes payable to shareholder ........................ 200,000
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TOTAL CURRENT LIABILITIES ............................. 1,148,632
LONG-TERM PORTION OF CAPITALIZED LEASE OBLIGATIONSns 7,440
INTEREST PAYABLE ON LONG-TERM LIABILITIES 97,617
SERIES 1 CONVERTIBLE NOTES 875,000
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TOTAL LIABILITIES .................................... 2,128,689
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DEFICIENCY IN ASSETS
Preferred stock, 10,000,000 shares authorized;
none issued --
Common stock, $.001 par value, 60,000,000 shares
authorized; 31,640,975 issued and outstanding .... 31,641
Additional paid-in capital ......................... 16,765,738
Stock subscription receivable (131,616)
Accumulated deficit.................................(18,387,448)
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TOTAL DEFICIENCY IN ASSETS ........................... (1,721,685)
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TOTAL LIABILITIES AND DEFICIENCY IN ASSETS ...........$ 407,004
=============================================================================
See accompanying notes.
2
AMERICAN MILLENNIUM CORPORATION, INC.
STATEMENTS OF OPERATIONS (Unaudited)
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For the Three Months Ended January 31, 2002 2001
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REVENUES..............................................$ 136,742 $ 67,853
COST OF REVENUES ..................................... 138,662 60,079
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GROSS PROFIT.......................................... (1,920) 7,774
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Compensation to officers and directors ............. 121,375 151,750
Consulting - others ................................ 137,565 47,134
Professional ....................................... 8,248 35,048
Employee salaries .................................. 66,250 112,855
Employee benefits and payroll taxes ................ 31,108 37,408
Travel ............................................. 17,951 27,384
Telephone and utilities ............................ 7,853 11,473
Depreciation and amortization ...................... 12,272 37,645
Equipment and property rental ...................... 19,601 20,740
Bad debts........................................... 46,432 --
Computer and internet............................... 16,846 8,789
Other .............................................. 16,915 25,178
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TOTAL SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ... 502,416 515,404
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LOSS FROM OPERATIONS ................................. (504,336) (507,630)
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OTHER INCOME (EXPENSES)
Interest expense ................................... (31,423) (37,822)
Impairment of asset ................................ (20,417) --
Other miscellaneous income ......................... 183 (2,603)
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TOTAL OTHER INCOME (EXPENSES)......................... (51,657) (40,425)
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LOSS BEFORE INCOME TAXES ............................. (555,993) (548,055)
INCOME TAXES ......................................... -- --
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NET LOSS ............................................. (555,993) (548,055)
==============================================================================
BASIC AND DILUTED NET LOSS PER COMMON SHARE .......... $(0.020) $(0.025)
==============================================================================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
(BASIC AND DILUTED) ................................. 27,556,504 21,638,252
==============================================================================
See accompanying notes.
3
AMERICAN MILLENNIUM CORPORATION, INC.
STATEMENTS OF OPERATIONS (Unaudited)
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For the Six Months Ended January 31, 2002 2001
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REVENUES..............................................$ 380,398 $ 142,264
COST OF REVENUES ..................................... 333,670 134,155
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GROSS PROFIT.......................................... 46,728 8,109
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Compensation to officers and directors ............. 259,625 274,750
Consulting - others ................................ 156,025 208,685
Professional ....................................... 22,766 73,077
Employee salaries .................................. 130,000 258,111
Employee benefits and payroll taxes ................ 60,497 89,377
Travel ............................................. 36,922 62,528
Telephone and utilities ............................ 15,304 23,948
Depreciation and amortization ...................... 50,236 52,515
Equipment and property rental ...................... 40,605 41,023
Bad debts........................................... 48,009 383
Computer and internet............................... 31,572 16,772
Other .............................................. 38,944 51,567
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TOTAL SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ... 890,505 1,152,736
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LOSS FROM OPERATIONS ................................. (843,777) (1,144,627)
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OTHER INCOME (EXPENSES)
Interest expense ................................... (58,844) (52,917)
Loan costs.......................................... -- (41,875)
Impairment of asset................................. (20,417) --
Other miscellaneous income ......................... 191 24,615
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TOTAL OTHER INCOME (EXPENSES)......................... (79,070) (70,177)
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LOSS BEFORE INCOME TAXES ............................. (922,847) (1,214,804)
INCOME TAXES ......................................... -- --
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NET LOSS ............................................. (922,847) (1,214,804)
==============================================================================
BASIC AND DILUTED NET LOSS PER COMMON SHARE .......... $(0.035) $(0.056)
==============================================================================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
(BASIC AND DILUTED) ................................. 26,492,605 21,638,252
==============================================================================
See accompanying notes.
4
AMERICAN MILLENNIUM CORPORATION, INC.
STATEMENTS OF CASH FLOWS (Unaudited) (Unaudited)
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For the Six Months Ended January 31, 2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) ........................................$ (922,847) $(1,214,804)
Adjustments to reconcile net (loss) to net
cash used by operating activities:
Depreciation and amortization ................. 50,236 59,715
Amortization of loan costs..................... -- 45,041
Provision for bad debts ....................... 48,009 1,200
Common stock exchanged for services ........... 20,000 54,691
Impairment of asset............................ 20,417 --
(Increase) decrease in assets:
Accounts receivable ........................... (150,181) (40,107)
Inventory ..................................... (30,126) 10,591
Prepaid expenses .............................. 8,022 (25,684)
Other assets .................................. 963 (3,964)
Increase (decrease) in liabilities:
Accounts payable .............................. 236,677 133,929
Accrued payroll and related taxes ............. 68,996 83,086
Accrued liabilities ........................... (50,694) (56,861)
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NET CASH USED BY OPERATING ACTIVITIES ................. (700,528) (953,167)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Receipts
Proceeds from disposal of property and equipment.... -- 400
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RECEIPTS FROM INVESTING ACTIVITIES ............... -- 400
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Disbursements
Acquisition of property and equipment .............. (3,105) (127,781)
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DISBURSEMENTS FROM INVESTING ACTIVITIES ............... (3,105) (127,781)
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NET CASH USED BY INVESTING ACTIVITIES ................. (3,105) (127,381)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Receipts
Proceeds from notes payable to officers ............. -- 114,500
Proceeds from note payable stockholder .............. 30,130 850,000
Proceeds from issuance of common stock, net ......... 675,000 175,000
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RECEIPTS FROM FINANCING ACTIVITIES ..................... 705,130 1,139,500
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Disbursements -- --
Payments on notes due related parties ............... -- (150,000)
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DISBURSEMENTS FROM FINANCING ACTIVITIES ................ -- (150,000)
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NET CASH PROVIDED BY FINANCING ACTIVITIES .............. -- 989,500
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ... 1,497 (91,048)
CASH AND CASH EQUIVALENTS - BEGINNING .................. 4,184 105,148
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CASH AND CASH EQUIVALENTS - ENDING .....................$ 5,681 $ 14,100
================================================================================
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest ..........................................$ -- $ --
Income taxes ......................................$ -- $ --
In addition to amounts reflected above, common stock was issued for:
Notes payable to related parties ..................$ -- $ 6,250
In exchange for services $ 20,000 54,691
================================================================================
See accompanying notes.
5
AMERICAN MILLENNIUM CORPORATION, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. GENERAL BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
General
The accompanying unaudited financial statements of American Millennium
Corporation, Inc. (AMCI) have been prepared in accordance with Rule 10-01 of
Regulation S-X promulgated by the Securities and Exchange Commission and do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the Company has made all adjustments necessary for a fair
presentation of the results of the interim periods, and such adjustments consist
of only normal recurring adjustments. The results of operations for such interim
periods are not necessarily indicative of results of operations for a full year.
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.
Basic and diluted net loss per common share
Basic net loss per common share is computed by dividing the net loss by the
weighted average number of common shares outstanding during each period.
Available stock options at January 31, 2002, to purchase 11,917,923 shares were
anti-dilutive and not considered common stock equivalents for purposes of
computing loss per common share. In periods where losses are reported, the
weighted average number of common shares outstanding excludes common stock
equivalents, because their inclusion would be anti-dilutive
Revenue Recognition
AMCI develops and sells satellite communication systems.
Revenue from sales of satellite communication systems is recorded at the time
the goods are shipped or access is granted to the service. The Company provides
satellite airtime to its customers on a month-to-month basis, which is
recognized as revenue at the time the service is provided.
NOTE 2. RECLASSIFICATIONS AND RESTATEMENTS
Amounts in the prior year financial statements have been reclassified for
comparative purposes to conform with the presentation of the current period
financial statements.
NOTE 3. RELATED PARTY TRANSACTIONS
On December 19, 2001, the Board of Directors authorized the termination of the
Company's employment contract with Robert Buntin. The Company has recognized a
loss on impairment of assets of $20,417 during the six months ended January 31,
2002, relating to this termination. This amount represents the unamortized
amount of a $150,000 non-compete agreement with Mr. Buntin dated July 18, 2000.
6
NOTE 4. COMMON STOCK
On November 5, 2001, the Board of Directors authorized the issuance of 2,000,000
shares of restricted common stock to one private investor. The Company received
net proceeds of $200,000 from the sale of these shares. Each of the shares
issued carried a warrant to purchase one additional share of the Company's
common stock for $0.10 per share for a period of five years.
On December 14, 2001, the Board of Directors authorized the issuance of 117,647
shares of restricted common stock to two individual independent consultants in
settlement of accounts payable for consulting services in the amount of
$20,000.
On December 28, 2001, the Board of Directors authorized the issuance of
2,000,000 shares of restricted common stock to one private investor. The Company
received net proceeds of $200,000 from the sale of these shares. Each of the
shares issued carried a warrant to purchase one additional share of the
Company's common stock for $0.10 per share for a period of five years.
On January 22, 2002, the Board of Directors authorized the right to issue
1,000,000 shares of restricted common stock on or before February 1, 2002 to one
private investor. The Board also issued the same investor the right to purchase
an additional 1,000,000 shares of restricted common stock on or before March 31,
2002 only if the first purchase occurred.
On January 31, 2002, the investor excercised the first stock purchase.
The investor was credited with $68,384, which represented a prior note from
the Company, including accrued interest. A promissory note was signed for the
remainder $31,616. The note carries interest at a rate equal to the 30 day LIBOR
and is payable in full on or before April 30, 2002. Each of the shares issued
carried a warrant to purchase an additional share of the Company's common stock
for $.10 for a period of five years.
On January 31, 2002, the above investor exercised the right to purchase an
additional 1,000,000 shares of restricted common stock. The investor issued
a promissory note to the Company for the entire $100,000. The note carries
interest at a rate equal to the 30 day LIBOR and is payable in full on or
before April 30, 2002. Each of the shares issued carried a warrant to
purchase an additional share of the Company's common stock for $.10
for a period of five years.
7
NOTE 5. OPERATING AND ECONOMIC CONDITIONS
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. However, conditions have limited the ability of the
Company to market its products and services at amounts sufficient to recover its
operating and administrative costs. The Company has continued to incur operating
losses ($922,847 for the six months ending January 31, 2002). In addition, the
Company has used substantial working capital in its operations. As of January
31, 2002, current liabilities exceeded current assets by $867,766. Because of
these factors, there is substantial doubt as to our ability to continue as a
going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts or
classifications of liabilities that might be necessary in the event the Company
cannot continue in existence.
NOTE 6. SUBSEQUENT EVENTS
On February 11, 2002 the Company entered into a Teaming Agreement with
Telespazio Brasil. The parties have determined that it may be mutually
beneficial to enter into this agreement to pursue a South American initiative
involving satellite telecommunications.
On March 1, 2002, 5,800,000 warrants for the purchase of the Company's
restricted common stock were exercised. The Company received net proceeds of
$100,000 on March 1, 2002 along with a $150,000 promissory note receivable
pursuant to a Letter Agreement dated February 28, 2002.
There are certain conditions subsequent to this warrant exercise and payment
which, if they occur, would require the investor to return a substantial amount
of these shares back to the Company.
As part of this warrant exercise, this investor signed a stock purchase
agreement whereas the investor will purchase 1,000,000 shares of common stock at
$0.75 per share. This purchase agreement is contingent upon cetain agreements
being signed and executed by the Company. As part of the agreement, the investor
will have the option to purchase additional shares for a period of five years as
follows: 1,000,000 shares of common stock at a price of $1.00 per share;
1,000,000 shares of common stock at a price of $1.50 per share; and 1,000,000
shares of common stock at a price of $2.00 per share.
On March 15, 2002, the holder of the Company's $875,000 convertible debenditures
converted all debt to the Company's restricted common stock. 1,377,551 shares
were converted at $0.49 per share pursuant to a November 9, 2000 Convertible
Note Agreement, and 909,090 shares were converted at $0.22 per share pursuant to
a Convertible Note Agreement dated April 18, 2001. The holder also exercised all
available options and warrants associated with these convertible notes as
follows: Two (2) 175,000 share options dated December 28, 2000 were exercised at
a price of $.05 per share; 502,500 warrants were exercised at a price of $.05
per share pursuant to an agreement dated April 7, 2000; 352,941 warrants were
exercised at a price of $.05 per share pursuant to an agreement dated June 7,
2000; 1,377,551 warrants were exercised at a price of $.05 per share pursuant to
an agreement dated November 9, 2000 and 909,090 warrants were exercised at a
price of $.05 per share pursuant to an agreement dated April 18, 2001. The
Company received net proceeds of $30,633 from the options exercised and
warrants, after paying in full a short term note owed to the note holder of
$125,000 plus accrued interest of $18,971.
On March 18, 2002, the holder of a $30,130 short term note of the Company
converted the note into 301,300 shares ofthe Company's restricted common stock
pursuant to a Short Term Note dated August 8, 2001.
8
Item 2. Management's Discussion and Analysis or Plan of Operations
SAFE HARBOR STATEMENT
Certain statements in this Form 10-QSB, including information set forth under
this Item 2 - Management's Discussion and Analysis or Plan of Operations
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 (the Act). American Millennium
Corporation, Inc. desires to avail itself of certain 'safe harbor' provisions of
the Act and is therefore including this special note to enable us to do so.
Forward-looking statements in this Form 10-QSB or hereafter included in other
publicly available documents filed with the Securities and Exchange Commission,
reports to our stockholders and other publicly available statements issued or
released by us involve known and unknown risks, uncertainties and other factors
which could cause our actual results, performance (financial or operating) or
achievements to differ from the future results, performance (financial or
operating) or achievements expressed or implied by such forward-looking
statements. Such future results are based upon management's best estimates based
upon current conditions and most recent results of operations.
OVERVIEW
AMCI provides easy, convenient and cost-effective Internet based services where
customers can access information about various fixed and mobile assets through a
custom internet based software application. With our SatAlarm backend server
software application, customers can use their existing PC and Internet
connection to select a particular asset, and obtain information from sensors
located at that asset.
Through utilization of newly available two-way satellite communication, we can
monitor currently isolated facilities and equipment. We have activated over four
hundred of our Sentry systems for satellite monitoring of oil and gas production
and pipeline equipment.
RECENT DEVELOPMENTS
In the six months ended January 31, 2002, we have continued to implement our
current product line and business strategy to enhance our ability to achieve
profitability by focusing on our core business of remote asset monitoring.
In the six months ended January 31, 2002, we shipped approximately 350 of our
Sentry units to new and existing oil and gas customers. These shipments produced
one time revenues of approximately $305,000 and will produce monthly recurring
revenues of approximately $10,500.
9
RESULTS OF OPERATIONS
Revenue. Revenue consists of hardware and airtime sales and custom development
of products for our customers. During the six months ended January 31, 2002,
revenues increased approximately 267% to $380,398 compared to the same period in
2001. This increase in year over year revenue was due to a higher number of
subscribers to our service.
Cost of Revenues. Costs of revenues principally consists of manufacturing costs
and the purchase of satellite airtime. Cost of revenues was $333,670 for the six
months ended January 31, 2002, compared to $134,155 for the six months ended
January 31, 2001. Our cost of revenue increased primarily due to the increase in
hardware and airtime costs relating to the increased revenue.
Payroll, Payroll Taxes and Related Benefits. Payroll, payroll taxes, and related
benefits decreased by $172,126 in the six months ended January 31, 2002, as
compared to January 31, 2001. This is attributable to the fact that we had three
less employees during the six months ended January 31, 2002. The total number of
employees as of January 31, 2002, is 11.
Consulting fees. Consulting fees decreased 25% from $208,685 to $156,025 for the
six months ended January 31, 2001 and 2002, respectively. The large decrease is
primarily due to the fact that we have narrowed our development to the Sentry
and Satalarm products, which are now commercially available.
Selling, General and Administrative. Selling, general and administrative
expenses principally consist of compensation and related costs for personnel,
fees for legal and other professional services and depreciation of equipment and
software used for general corporate purposes. There was an approximate 23%
decrease in total selling, general and administrative expenses compared to the
six-month period a year ago. Selling, general and administrative expenses for
the six months ended January 31, 2002 and 2001 were $890,505 and $1,152,736,
respectively. The decrease is primarily due to increased cost control efforts
and the reduction in headcount.
Other Income and Expenses. Other income (expenses) consisted of income from cash
equivalents and short term investments, less interest expense related to
financing obligations. Other income (expenses) for the six months ended January
31, 2002 and 2001 was ($79,070) and ($70,177), respectively. The difference is
due to the amortization of loan costs we incurred for the period ended January
31, 2001 and the impairment of asset of $20,417 related to non-compete agreement
with Mr. Buntin during the quarter ended January 31, 2002.
Net Loss. We had a net loss of $922,847 (or $0.0348 per share) on revenues of
$380,398 for the six months ended January 31, 2002 compared to a net loss of
$1,214,804 (or $0.0561 per share) on revenues of $142,264 for the period ended
January 31, 2001. The decrease in net loss was primarily attributable to
increased revenues and a decrease in selling, general and administrative
expenses.
10
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We understand that cash and equivalents on hand at January 31, 2002, are not
adequate to meet even our short-term capital needs. As a result of net losses
incurred, we have used substantial working capital in our operations. As of
January 31, 2002, current liabilities exceeded current assets by $867,766. There
is substantial doubt as to our ability to continue as a going concern without
additional financing or capital infusion.
During the last three months we have sold 6,000,000 shares of our common stock
for net proceeds of $600,000. Although we believe that our current and several
new investors are committed to our future success, there can be no assurance
that additional funds will be available when needed on commercially reasonable
terms.
On March 1, 2002, 5,800,000 warrants for the purchase of the Company's
restricted common stock were exercised. The Company received net proceeds of
$100,000 on March 1, 2002 along with a $150,000 promissory note receivable
pursuant to a Letter Agreement dated February 28, 2002.
On March 15, 2002, all of the Company's convertible debt was converted into the
Company's restricted common stock. 1,377,551 shares were converted at $.49 per
share pursuant to a November 9, 2000 Convertible Note Agreement and 909,090
shares were converted at $.22 per share pursuant to an April 18, 2000
Convertible Note Agreement. Also on the same date, 3,492,082 options and
warrants were exercised at a price of $.05 per share for the Company's
restricted common stock.
On March 18, 2002, the holder of a $30,130 short term note of the Company
converted the note into 301,300 shares ofthe Company's restricted common stock
pursuant to a Short Term Note dated August 8, 2001.
Conditions have existed to limit our ability to market our products and services
at amounts sufficient to recover an acceptable amount of operating and
administrative costs. However, we anticipate that newly instituted controls and
new products may reverse this condition within the next fiscal year.
We have over 500 Sentry units in the field currently being used for production
purposes and under assessment by various customers and resellers. Within the
next two calendar quarters, we anticipate several orders, which could have a
significant impact on our net sales and income.
We believe that recurring revenues derived from monthly satellite and paging
monitoring charges should continue to build value for the shareholders. Our
principal marketing efforts are directed toward the oil and gas industry, which
has a need for monitoring high value assets. We anticipate that during the
latter part of fiscal year year 2002, revenues should increase from the
enrollment of subscribers based on our various initiatives underway with
manufacturers of gas compressors. We will continue to market our services to
those companies for deployment of our system on a fleet basis in order to
optimize upon subscriber enrollment. We currently have over 500 satellite
subscriber communicators (the industry term for transceivers) deployed in field
operations. These units are currently monitoring a variety of assets although
the bulk of them are on gas compressors in the southwest Unites States.
We have made no material commitments for capital expenditures and expect no
significant changes in the number of employees. We will continue to outsource
production and manufacturing. Research, development, and major marketing efforts
will be performed by our existing employees.
11
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
On November 5, 2001, the Board of Directors authorized the issuance of 2,000,000
shares of restricted common stock Jerry D. Kennett, MD. The Company received net
proceeds of $200,000 from the sale of these shares. Each of the shares issued
carried a warrant to purchase one additional share of the Company's common stock
for $0.10 per share for a period of five years.
On December 14, 2001, the Board of Directors authorized the issuance of 84,035
shares of restricted common stock to Lindy Amyx and 33,612 shares of restricted
common stock to John Robinson, two individual independent consultants, in
settlement of an accounts payable for consulting services in the amount of
$20,000.
On December 28, 2001, the Board of Directors authorized the issuance of
2,000,000 shares of restricted common stock to Jerry D. Kennett, MD. The Company
received net proceeds of $200,000 from the sale of these shares. Each of the
shares issued carried a warrant to purchase one additional share of the
Company's common stock for $0.10 per share for a period of five years.
On January 22, 2002, the Board of Directors authorized the right to issue
1,000,000 shares of restricted common stock on or before February 1, 2002 to
Arkad Co., LLC. The Board also issued the same investor the right to purchase an
additional 1,000,000 shares of restricted common stock on or before March 31,
2002 only if the first purchase occurred.
On January 31, 2002 Arkad Co., LLC excercised the first stock purchase.
Arkad Co., LLC was credited with $68,384, which represented a prior note from
the Company, including accrued interest. The remainder of the purchase
$31,616.44 was funded with a promissory note dated January 31, 2002. The note
carries interest at a rate equal to the 30 day LIBOR and is payable in full on
or before April 30, 2002. Each of the shares issued carried a warrant to
purchase an additional share of the Company's common stock for $.10 for a period
of five years.
On January 31, 2002, Arkad Co., LLC exercised the right to purchase an
additional 1,000,000 shares of restricted common stock. The entire $100,000 net
proceeds to the Company was funded with a $100,000 promissory note dated January
31, 2002. The note carries interest at a rate equal to the 30 day LIBOR and is
payable in full on or before April 30, 2002. Each of the shares issued carried a
warrant to purchase an additional share of the Company's common stock for $.10
for a period of five years.
12
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders
No matters were submitted to a vote.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(A) Reports on Form 8-K - None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
American Millennium Corporation, Inc.
DATED: March 19, 2002 By: /s/ Garrett L. Thomas
----------------------------------
Garrett L. Thomas, President
(Chief Executive Officer)
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
DATED: March 19, 2002 By: /s/ Stephen F. Watwood
--------------------------------------
Stephen F. Watwood, Director, Chairman
of the Board, Vice President of
Business Development
DATED: March 19, 2002 By: /s/ Andrew F. Cauthen
--------------------------------------
Andrew F. Cauthen, Director,
Vice Chairman
DATED: March 19, 2002 By: /s/ Bruce R. Bacon
--------------------------------------
Bruce R. Bacon, Director, Chief
Technology Officer, Vice President
of Engineering
DATED: March 19, 2002 By: /s/ Shirley Harmon
--------------------------------------
Shirley Harmon, Director
(Corporate Secretary)
DATED: March 19, 2002 By: /s/ Ronald J. Corsentino
--------------------------------------
Ronald J. Corsentino, Controller, Treasurer
(Principal Accounting Officer)
13