SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
Commission file no. 0-15303
ABBS, CORP.
(Name of Small Business Issuer in its Charter)
Delaware 73-1215433
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation) Identification No.)
315 Greenwich Avenue, Greenwich, CT 06830
(Address of Principal Executive Offices) (Zip Code)
(203) 422-0448
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practical date: As of April 9, the Issuer had 3,825,277 shares of common stock outstanding, $0.01 par value.
ABSS, CORP.
Form 10-QSB
Quarterly Report
For The Period Ended March 31, 2002
INDEX
Page
Part I - FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Unaudited Interim Consolidated Condensed Balance Sheet
as of March 31, 2002 of ABSS, Corp.
and Subsidiaries F-1
Unaudited Interim Consolidated Condensed Statement of Operations
for the Three Months Ended March 31, 2002 and March 31, 2001
for ABSS, Corp. and Subsidiaries F-2
Unaudited Interim Consolidated Condensed Statements of Cash Flows for the
Three months ended March 31, 2002 and March,31 2001 for
ABSS, Corp. and Subsidiaries F-3
Notes to Unaudited Consolidated Interim Condensed Financial Statements F-4
Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II - OTHER INFORMATION
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 10
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BASIS OF PRESENTATION
The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles in America for interim financial information and the instructions for Form 10-QSB and Item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in America for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements for the years ended December 31, 2001 and December 31, 2000. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading have been included. Operating results for the quarter ended March 31, 2002 are not necessarily indicative of results that may be expected for the year ended December 31, 2002. The financial statements are presented on the accrual basis.
As used herein, the term "Company" refers to ABSS, Corp, f.k.a. Unico, Inc., a Delaware corporation, and its subsidiaries and predecessors unless otherwise indicated. Unaudited, consolidated condensed interim financial statements including a balance sheet for the Company as of the quarter ended March 31, 2002 and statements of operations, and statements of cash flows for the interim period up to the date of such balance sheet and the comparable period of the preceding year are attached hereto as Pages 4 through 8 and are incorporated herein by this reference.
3
ABSS, CORP. AND SUBSIDIARIES f.k.a. UNICO, INC.
UNAUDITED INTERIM CONSOLIDATED CONDENSED BALANCE SHEET
AS OF MARCH 31, 2002
|
ASSETS | ||
| CURRENT ASSETS | ||
| Cash and cash equivalents | $ 3,341 | |
| Total current assets | 3,341 | |
| PROPERTY AND EQUIPMENT, AT COST | ||
| Net property and equipment | 17,127 | |
| Net Property and equipment | 17,127 | |
| TOTAL ASSETS | $ 20,468 | |
|
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
| CURRENT LIABILITIES | ||
| Accounts payable | $ 447,937 | |
| Other current liabilities | 5,165 | |
| Total current liabilities | 453,102 | |
| LONG-TERM LIABILITIES | ||
| Due to shareholder | 137,868 | |
| Accrual for litigation and judgments | 1,200,000 | |
| Total long-term liabilities | 1,337,868 | |
| Total liabilities | 1,790,970 | |
| COMMITMENTS AND CONTINGENCIES | - | |
| STOCKHOLDERS' EQUITY (DEFICIT) | ||
| Preferred stock, Series A, C & Redeemable | ||
| All recalled and retired | - | |
| Common stock | ||
| $.01 par value, 20,000,000 shares authorized, 127,509 shares issued and outstanding as of March 31, 2002 |
1,275 | |
| Additional paid-in-capital | 8,120,837 | |
| Retained earnings (deficit) | (9,892,614) | |
| Total stockholders' equity (Deficit) | (1,770,502) | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 20,468 | |
F-1
ABSS, CORP. AND SUBSIDIARIES
f.k.a. UNICO, INC.
UNAUDITED INTERIM CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,
| 2002 | 2001 | ||
| REVENUE | - | - | |
| EXPENSES | |||
| Selling, general and administrative expenses | 17,733 | 59,716 | |
| Depreciation and equipment | - | 4,796 | |
| Total expenses from operations | 17,733 | 64,512 | |
| INCOME (LOSS) FROM OPERATIONS | (17,733) | (64,512) | |
| INCOME (LOSS) FROM DISCONTINUED OPERATIONS | - | (10,002) | |
| NET INCOME (LOSS) BEFORE INCOME TAXES | (17,733) | (74,514) | |
| PROVISION FOR INCOME TAXES | - | - | |
| NET INCOME (LOSS) | $ (17,733) | $ (74,514) | |
| BASIC AND DILUTIVE EARNINGS (LOSS) PER SHARE | |||
| (Loss) from operations | (0.14) | (1.55) | |
| (Loss) from discontinued operations | - | (0.24) | |
| NET EARNINGS (LOSS) PER SHARE | $ (0.14) | $ (0.01) | |
| Weighted Average Common Shares | |||
| Basic and dilutive common shares | 127,509 | 41,678 | |
F-2
ABSS, CORP. INC. AND SUBSIDIARIES
f.k.a. UNICO, INC.
UNAUDITED INTERIM CONSOLIDATED CONDENSED
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31,
| 2002 | 2001 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net income (loss) | $ (17,733) | $ (74,514) |
| Adjustments to reconcile net income (loss) to net cash provided
(used) by operating activities: |
||
| Depreciation and amortization | - | 30,865 |
| Changes in assets and liabilities: | ||
| (Increase) decrease in accounts receivable-trade, net | - | 37,566 |
| (Increase) decrease in other assets | - | (15,198) |
| Increase (decrease) in accounts payable | (3,000) | 24,792 |
| Increase (decrease) in other current liabilities | - | (21,331) |
| Net cash provided (used) by operating activities | (20,733) | (17,820) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of equipment | - | - |
| Net cash provided (used) by investing activities | - | - |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Equipment lease refinance | - | 21,236 |
| Net cash provided (used) by financing activities | - | 21,236 |
| (DECREASE) IN CASH AND CASH EQUIVALENTS | (20,733) | 3,416 |
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 24,074 | 128 |
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ 3,341 | $ 3,544 |
| SUPPLEMENTAL CASH FLOWS DISCLOSURE: | ||
| Cash paid for interest | $ - | $ - |
| NON CASH ITEMS: | ||
| None | - | - |
F-3
ABSS, CORP. AND SUBSIDIARIES
f.k.a. UNICO, INC.
NOTES TO UNAUDITED CONSOLIDATED INTERIM
CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 2002
NOTE 1 - BASIS OF PRESENTATION
The interim financial statements at March 31, 2002 and for the three month periods ended March 31, 2002 and 2001 are unaudited, but include all adjustments which the Company considers necessary for a fair presentation.
The accompanying unaudited financial statements are for the interim periods and do not include all disclosures normally provided in annual financial statements, and should be read in conjunction with the Company's Form 10-KSB for the year ended December 31, 2001. The accompanying unaudited interim financial statements for the three month periods ended March 31, 2002 and 2001, are not necessarily indicative of the results which can be expected for the entire year.
The preparation of financial statements in conformity with generally accepted accounting principles in the USA requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & DISCONTINUED OPERATIONS
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
Name Change and Reverse Stock Split
On April 25, 2002 the Company name changed to ABSS, Corp. and has been recognized in these unaudited financial statements. Also on April 25, 2002 the Company effected a 30 for 1 stock spilt reversal, which is reflected in those unaudited financial statements.
Discontinued Operations
During 2000, the Company sold BidInvite, Inc. In 2001, the Company did not renew the oil, gas, and mineral lease rights, the only asset of Silver Valley Energy (SVE). In August 2001, Independent News and Pompton Valley Publishing Company and all newspaper and related activities ceased operations. These subsidiaries are recognized as discontinued operations in these financial statements along with their impact on the unaudited consolidated statement of operations for 2001 and 2000. A summary follows:
F-4
ABSS, CORP. AND SUBSIDIARIES
f.k.a. UNICO, INC.
UNAUDITED NOTES TO FINANCIAL STATEMENTS
MARCH 31,
| 2002 | 2001 | |
| REVENUE | $ - | $ 468,503 |
| EXPENSES | ||
| Postage & costs of production | - | 273,287 |
| Selling, general and administrative expenses | - | 179,149 |
| Depreciation of equipment | - | 9,736 |
| Amortization of goodwill | - | 16,333 |
| Total expenses | - | 478,505 |
| INCOME (LOSS) FROM OPERATIONS | - | (10,002) |
| PROVISION FOR INCOME TAXES | - | - |
| NET INCOME (LOSS) | $ - | $ (10,002) |
| SUMMARY OF NET INCOME (LOSS) BY SUBSIDIARY | ||
| Bidinvite, Inc. | $ - | $ - |
| Silver Valley Energy | - | - |
| Independent News, Pompton Valley Publishing Co. and
related newspaper activities |
- | (10,002) |
| Net Income (Loss) | $ - | $(10,002) |
F-5
Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations
In August, 2001, the Company ceased its newspaper operations and in December of 2001 the Company closed TheLocalTimes.com to change its business and to become a fashion holding company. On October 3, 2001, the Company incorporated Money Bucket, Inc., a Nevada corporation to become the Company's operational unit of its fashion business. On December 17, 2001, ABSS entered into a licensing and marketing agreement to produce and marketing Aleksander Blå, a line of women's clothing and to produce and develop a fashion related Internet portal, Fashion Expo.
During the first three months of 2002, the Company has produced a portion of its collections Aleksander Blå, "Trend" and Aleksander Blå, "Silhouettes of Sweden". The Company had no revenue during the first quarter of 2002. The Company's operations are currently being financed through a shareholder, who plans to continue to do so until additional financing is being available either through internal operations or external sources. In addition, the Company plans to use its shares in lieu of monetary payments to various employees, consultants, and advisors.
PART II - OTHER INFORMATION
Item 2. Legal Proceedings
The Company has been sued in connection with its acquisition of Silver Valley Energy (SVE). In addition, in October 2000 the Company received a default judgment in the amount of $960,000. The Company is attempting to negotiate a non-monetary settlement.
The Company has been sued by the former Chief Executive Officer of BidInvite, Inc. The lawsuit is filed in the Superior Court of the State of Delaware, Sussex County, entitled "David Venables v Unico, Inc. and BidInvite.com, Inc., Case No OOC-11-015 THG." The case is a claim for unpaid wages and breach of contract. On December 12, 2000 Venables obtained a judgment by default (for failure to respond to the Complaint) against Unico,Inc. and BidInvite. The amount of the judgment is $1,360,000. Management believes that the suit is without substance and is attempting to have the default judgment vacated. Legal counsel indicates it is difficult to estimate the chances of vacating the judgment.
NexGen has alleged that the Company is in default with respect to its $200,000 note payable issued in connection with its acquisition of The Independent News. At December 31, 2000 $156,000 remains unpaid. At December 31, 2001 the $156,000 remaining unpaid is written off to $ -0- as management believes that certain financial misrepresentations were made in connection with its acquisition of The Independent News. Nothing has been heard from NexGen lately. Legal Counsel indicates it does not appear likely that NexGen will be taking any affirmative action.
The Company is also named in a lawsuit against Independent News (now defunct) for bills due and owing apparently for the printing of the prior Independent News. Legal counsel indicates that Independent News, now defunct, would not pay it and that it would be difficult, if not impossible, for the plaintiff to show liability on behalf of the Company (Unico) as a separate operating corporate entity to be responsible for the bills and obligations of the Independent News.
Management estimates that the costs to settle these judgments and lawsuits for the Company should not exceed an aggregate of $1,200,000. Accordingly, the accrual for litigation and judgments is recognized in the financial statements at $1,2000,000.
Item 2. Change of Securities
No changes in securities have occurred since the Company's last report as of December 31, 2002.
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Item 3. Defaults Upon Senior Securities.
No changes in securities have occurred since the Company's last report as of December 31, 2002.
Item 4. Submission of Matters to a Vote of Security Holders.
None
None.
Item 6. Exhibits and reports on Form 8-K.
None.
Signatures
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned , thereunto duly authorized, on May 21, 2002.
ABSS, Corp.
Registrant
/s/ Benny Blom
------------------------------
Benny Blom
Director and CEO
10