-----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, JuQbsu/mqsPUYl0lrHu1jOwf5ls3oFJlsvFS5P6ZE/mlIAAoTtTURqKq+1hs/d9H ZVypotZBYiavIF++3yqkfw== 0001000096-06-000040.txt : 20060119 0001000096-06-000040.hdr.sgml : 20060119 20060119095914 ACCESSION NUMBER: 0001000096-06-000040 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20060119 DATE AS OF CHANGE: 20060119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MNS EAGLE EQUITY GROUP III INC CENTRAL INDEX KEY: 0001096938 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-27781 FILM NUMBER: 06536985 BUSINESS ADDRESS: STREET 1: 12373 E. CORNELL AVENUE CITY: AURORA STATE: CO ZIP: 80014 BUSINESS PHONE: 3034784442 MAIL ADDRESS: STREET 1: 12373 E. CORNELL AVENUE CITY: AURORA STATE: CO ZIP: 80014 10QSB 1 mnsiii9302005.txt FORM 10-QSB (9-30-2005) ================================================================================ 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 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE EXCHANGE ACT COMMISSION FILE NUMBER 0-27781 MNS EAGLE EQUITY GROUP III, INC. --------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) NEVADA 84-1517723 ------------------------------ --------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 12373 E. Cornell Avenue Aurora, Colorado 80014 -------------------------------------- (Address of principal executive offices) (303) 478-4442 ------------------------- (Issuer's telephone number) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or 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 [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity: Common stock, $.001 par value, 284,689 shares outstanding at November 30, 2005. Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ] ================================================================================ TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements. Balance Sheet (Unaudited) as of September 30, 2005 .............. 3 Statements of Operations (Unaudited) for the three and nine months ended September 30, 2005 and 2004 and for the period February 28, 1997 (inception) to September 30, 2005.... 4 Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2005 and 2004 and for the period February 28, 1997 (inception) to September 30, 2005.... 5 Notes to Financial Statements (Unaudited) ....................... 6 Item 2. Management's Discussion and Analysis or Plan of Operation ....... 7 Item 3. Controls and Procedures ......................................... 10 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K ................................ 10 Signatures ...................................................... 11 2 MNS EAGLE EQUITY GROUP III, INC. (A Development Stage Company) Balance Sheet (Unaudited) September 30, 2005 ASSETS Total assets $ -- ======== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 870 Due to an officer/stockholder 13,655 -------- 14,525 Stockholders' deficit: Preferred stock; $.001 par value; authorized - 5,000,000 shares; issued - none Common stock; $.001 par value; authorized - 50,000,000 shares; issued and outstanding - 284,689 shares 285 Additional paid-in capital 3,924 Deficit accumulated during the development stage (18,734) -------- (14,525) -------- Total liabilities and stockholders' deficit $ -- ======== See notes to financial statements. 3
MNS EAGLE EQUITY GROUP III, INC. (A Development Stage Company) Statements of Operations (Unaudited) Feb. 28, 1977 Three Months Ended Nine Months Ended (inception)to September 30, September 30, Sept. 30, ------------------------ ---------------------- --------- 2005 2004 2005 2004 2005 --------- --------- --------- --------- --------- Costs and expenses: Amortization $ $ $ $ $ 445 General and administrative 5,062 1,698 8,146 3,384 18,289 --------- --------- --------- --------- --------- Net loss applicable to common stockholders $ (5,062) $ (1,698) $ (8,146) $ (3,384) $ (18,734) ========= ========= ========= ========= ========= Basic and diluted net loss per common share $ (.01) $ ** $ (.01) $ ** ========= ========= ========= ========= Weighted average number of common shares outstanding 508,930 647,584 600,559 647,584 ========= ========= ========= ========= ** Less than $(.01) per share. See notes to financial statements. 4 MNS EAGLE EQUITY GROUP III, INC. (A Development Stage Company) Statements of Cash Flows (Unaudited) Feb. 28, 1997 Nine Months Ended (inception) to September 30, Sept. 30, ----------------------- -------- 2005 2004 2005 -------- -------- -------- Cash flows from operating activities: Net loss $ (8,146) $ (3,384) $(18,734) Adjustments to reconcile net loss to net cash used in operating activities: Amortization 445 Capital contribution 2,553 3,885 Changes in operating assets and liabilities: Increase in accounts payable 78 870 Increase in amounts due to an officer/stockholder 8,872 753 13,655 -------- -------- -------- Net cash used in operating activities 726 -- 121 -------- -------- -------- Cash flows from investing activities: Organization costs (100) -------- -------- -------- Net cash used in investing activities -- -- (100) -------- -------- -------- Cash flows from financing activities: Proceeds from sale of common stock 803 Repurchases of common stock (726) (726) Deferred offering costs (98) -------- -------- -------- Net cash provided by financing activities (726) -- (21) -------- -------- -------- Net increase (decrease) in cash -- -- -- Cash at beginning of year -- -- -- -------- -------- -------- Cash at end of year $ -- $ -- $ -- ======== ======== ======== Supplemental disclosure of noncash investing and financing activities: Capital contribution $ 2,553 $ 3,885 ======== ======== Common stock issued for organizational costs $ 345 ======== Common stock issued for deferred offering costs $ 77 ======== See notes to financial statements. 5
MNS EAGLE EQUITY GROUP III, INC. (A Development Stage Company) Notes to Financial Statements (Unaudited) Note 1 - Basis of presentation The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Note 2 - Related party transactions During the three and nine-month periods ended September 30, 2005, the Company incurred corporate, administrative and accounting fees of approximately $5,100 and $7,900 respectively ($1,700 and $2,700 for the three and nine-month periods ended September 30, 2004) for services performed by the Company's president and for expenses paid by the president on behalf of the Company. The Company has a payable to its president in the amount of $13,655 at September 30, 2005. In addition, the Company uses the office of its president for corporate and administrative purposes. Note 3 - Share repurchase On August 23, 2005, the Company purchased from nine shareholders 335,689 shares of its $.001 par value common stock for $671.38 or $.002 per share. On September 27, 2005, the Company purchased from four shareholders 27,206 shares of its $.001 par value common stock for $54.41 or $.002 per share. These shares were cancelled by the Company. The Company's president advanced the necessary funds to complete the stock purchases. After the repurchase, 100% of the Company's outstanding shares are owned directly by the Company's president. 6 FORWARD-LOOKING STATEMENTS This report contains certain forward-looking statements and information relating to MNS Eagle Equity Group III, Inc. ("MNS" or "Company") that are based on the beliefs of its management as well as assumptions made by and information currently available to its management. When used in this report, the words "anticipate", "believe", "estimate", "expect", "intend", "plan" and similar expressions, as they relate to MNS or its management, are intended to identify forward-looking statements. These statements reflect management's current view of MNS concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; a general lack of interest for any reason in going public by means of transactions involving public blank check companies; federal or state laws or regulations having an adverse effect on blank check companies, Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks," and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. Readers should realize that MNS has no assets, and that for MNS to succeed requires that it either originate a successful business (for which it lacks the funds) or acquire a successful business. MNS's realization of its business aims as stated herein will depend in the near future principally on the successful completion of its acquisition of a business, as discussed below. Item 2. Management's Discussion and Analysis or Plan of Operation. BACKGROUND MNS Eagle Equity Group III, Inc., a Nevada corporation, was incorporated on February 28, 1997. MNS issued 725,000 shares of common stock to MNS Eagle Equity Group, Inc. ("MNS Parent") for cash, organization costs and deferred offering costs. MNS is in the development stage with no significant assets or liabilities and has been essentially inactive, except for organizational activities and the private placement offering described below. MNS Parent offered for sale, at the price of US$1.00 per unit, a total of 100,000 Units. Each Unit consisted of a share of common stock in six different corporations for a total of six (6) shares of stock, including one share of common stock, $.001 par value per share, of MNS Eagle Equity Group, Inc., the former parent, and one share of common stock, $.001 par value per share, of each of the following corporations organized in the State of Nevada and which were at that time wholly owned subsidiaries of MNS Parent, namely: MNS Eagle Equity Group I, Inc., MNS Eagle Equity Group II, Inc., MNS Eagle Equity Group III, Inc., MNS Eagle Equity Group IV, Inc. and MNS Eagle Equity Group V, Inc. No minimum number of Units had to be sold. On October 31, 1997, MNS Parent closed the private placement offering. A total of 7,500 units were sold for $7,500. The proceeds were allocated by MNS Parent as follows: $5,000 to the parent and $500 to each of the wholly owned subsidiaries. MNS owns no real estate and has no full time employees, and it will have no operations of its own unless and until it engages in one or more of the activities described below under this ITEM 1. MNS is a "blank check" company which intends to enter into a business combination with one or more as yet unidentified privately held businesses. PLAN of OPERATION MNS is a blank check company whose plan of operation over the next twelve months is to seek and, if possible, acquire an operating business or valuable assets by entering into a business combination. MNS will not be restricted in 7 its search for business combination candidates to any particular geographical area, industry or industry segment, and may enter into a combination with a private business engaged in any line of business, including service, finance, mining, manufacturing, real estate, oil and gas, distribution, transportation, medical, communications, high technology, biotechnology or any other. Management's discretion is, as a practical matter, unlimited in the selection of a combination candidate. Management of MNS will seek combination candidates in the United States and other countries, as available time and resources permit, through existing associations and by word of mouth. This plan of operation has been adopted in order to attempt to create value for MNS's shareholders. For further information on MNS's plan of operation and business, please consult MNS's FORM 10-KSB available on the EDGAR system of the U.S. Securities and Exchange Commission. MNS does not intend to do any product research or development. MNS does not expect to buy or sell any real estate, plant or equipment except as such a purchase might occur by way of a business combination that is structured as an asset purchase, and no such asset purchase currently is anticipated. Similarly, MNS does not expect to add additional employees or any full-time employees except as a result of completing a business combination, and any such employees likely will be persons already then employed by the company acquired. COMPETITION. MNS will be in direct competition with many entities in its efforts to locate suitable business opportunities. Included in the competition will be business development companies, venture capital partnerships and corporations, small business investment companies, venture capital affiliates of industrial and financial companies, broker-dealers and investment bankers, management and management consultant firms and private individual investors. Most of these entities will possess greater financial resources and will be able to assume greater risks than those which MNS, with its limited capital, could consider. Many of these competing entities will also possess significantly greater experience and contacts than MNS's Management. Moreover, MNS also will be competing with numerous other blank check companies for such opportunities. EMPLOYEES. MNS has no employees. MNS only has one officer, who is also the sole director of the Company. It is not expected that MNS will have additional full-time or other employees except as a result of completing a combination. RESULTS OF OPERATIONS THIRD QUARTER 2005 - During the three and nine months ended September 30, 2005, MNS incurred a net loss of $5,062 and $8,146. General and administrative expenses related primarily to accounting and legal fees, miscellaneous filing fees, office costs and supplies and other miscellaneous expenses, of which approximately $5,100 and $7,900 were related party expenses. The Company paid no rent or salaries and had no operations. THIRD QUARTER 2004 - During the three and nine months ended September 30, 2004, MNS incurred a net loss of $1,698 and $3,384. General and administrative expenses related primarily to accounting and legal fees, miscellaneous filing fees, office costs and supplies and other miscellaneous expenses, of which approximately $1,700 and $2,700 were related party expenses. The Company paid no rent or salaries and had no operations. LIQUIDITY and CAPITAL RESOURCES MNS had no cash on hand at the end of the quarter and had no other assets to meet ongoing expenses or debts that may accumulate. Since inception, MNS has accumulated a deficit of $18,734. MNS has no commitment for any capital expenditure and foresees none. However, MNS will incur routine fees and expenses incident to its reporting 8 duties as a public company, and it will incur expenses in finding and investigating possible acquisitions and other fees and expenses in the event it makes an acquisition or attempts but is unable to complete an acquisition. MNS's cash requirements for the next twelve months are relatively modest, principally accounting expenses and other expenses relating to making filings required under the Securities Exchange Act of 1934 (the "Exchange Act"), and are not expected to exceed $10,000 in the fiscal year ending December 31, 2005. Any travel, lodging or other expenses which may arise related to finding, investigating and attempting to complete a combination with one or more potential acquisitions could also amount to thousands of dollars. MNS's current management has agreed to continue rendering services to MNS and to not demand payment of sums owed unless and until MNS completes an acquisition. The terms of any such payment will have to be negotiated with the principals of any business acquired. The existence and amounts of MNS's debt may make it more difficult to complete, or prevent completion of, a desirable acquisition. In addition, offices are provided to MNS by its president without charge. MNS will only be able to pay its future debts and meet operating expenses by raising additional funds, acquiring a profitable company or otherwise generating positive cash flow. As a practical matter, MNS is unlikely to generate positive cash flow by any means other than acquiring a company with such cash flow. MNS believes that management members or shareholders will loan funds to MNS as needed for operations prior to completion of an acquisition. Management and the shareholders are not obligated to provide funds to MNS, however, and it is not certain they will always want or be financially able to do so. MNS shareholders and management members who advance money to MNS to cover operating expenses will expect to be reimbursed, either by MNS or by the company acquired, prior to or at the time of completing a combination. MNS has no intention of borrowing money to reimburse or pay salaries to any MNS officer, director or shareholder or their affiliates. There currently are no plans to sell additional securities of MNS to raise capital, although sales of securities may be necessary to obtain needed funds. MNS's current management has agreed to continue its services to MNS and to accrue sums owed for services and expenses and expect payment. Should existing management or shareholders refuse to advance needed funds, MNS would be forced to turn to outside parties to either loan money to MNS or buy MNS securities. There is no assurance whatsoever that MNS will be able to raise necessary funds from outside sources. Such a lack of funds could result in severe consequences to MNS, including among others: (1) failure to make timely filings with the SEC as required by the Exchange Act, which also probably would result in suspension of trading or quotation in MNS's stock and could result in fines and penalties to MNS under the Exchange Act; (2) curtailing or eliminating MNS's ability to locate and perform suitable investigations of potential acquisitions; or (3) inability to complete a desirable acquisition due to lack of funds to pay legal and accounting fees and acquisition-related expenses. MNS hopes to require potential candidate companies to deposit funds with MNS that it can use to defray professional fees and travel, lodging and other due diligence expenses incurred by MNS's management related to finding and investigating a candidate company and negotiating and consummating a business combination. There is no assurance that any potential candidate will agree to make such a deposit. 9 OFF-BALANCE SHEET ARRANGEMENTS MNS does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Item 3. Controls and Procedures. Within 90 days of the filing of this Form 10-QSB, an evaluation was carried out by Stephen M. Siedow, our CEO, President and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Disclosure controls and procedures are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-QSB, is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission's rules and forms. Based on that evaluation, Mr. Siedow concluded that as of September 30, 2005, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended. There were no changes in our internal control over financial reporting identified in connection with the evaluation performed that occurred during the fiscal quarter covered by this report that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) EXHIBITS. The following exhibits are filed as part of this report. 31 Certification of the Chief Executive Officer, President and Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of the Chief Executive Officer, President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) REPORTS ON FORM 8-K. None SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this Report on Form 10-QSB to be signed on its behalf by the undersigned, thereunto duly authorized. DATE: January 4, 2006 MNS EAGLE EQUITY GROUP III, INC. By: /s/ Stephen M. Siedow -------------------------------------- Stephen M. Siedow, Chief Executive Officer, President and Chief Financial Officer 10 EX-31 2 mnsiii9302005exh31.txt RULE 13A-14(A)/15D-14(A) CERTIFICATIONS EXHIBIT 31 CERTIFICATION I, Stephen M. Siedow, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of MNS Eagle Equity Group III, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: January 4, 2006 By: /s/ Stephen M. Siedow ----------------------------------------------- Stephen M. Siedow, Chief Executive Officer, President and Chief Financial Officer EX-32 3 mnsiii9302005exh32.txt SECTION 1350 CERTIFICATIONS EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Stephen M. Siedow, the Chief Executive Officer, President and Chief Financial Officer of MNS Eagle Equity Group III, Inc. (the "Company"), DOES HEREBY CERTIFY, that: 1. The Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005 (the "Report"), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. IN WITNESS WHEREOF, each of the undersigned has executed this statement this 4th day of January, 2006. By: /s/ Stephen M. Siedow ----------------------------------------------- Stephen M. Siedow, Chief Executive Officer, President and Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to MNS Eagle Equity Group III, Inc. and will be retained by Company and furnished to the Securities and Exchange Commission or it staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----