UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
AMENDMENT NO. 3
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 333-28249
PRIME AIR, INC.
(Exact name of Registrant as specified in charter)
NEVADA Applied For
---------------------------------- ---------------------------
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
Suite 601 - 938 Howe Street,
Vancouver, British Columbia, CANADA V6Z 1N9
---------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
(604) 684-5700
--------------
Issuer's telephone number, including area code
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act of 1934 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 fling 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 practicable date: At September 30, 2002, there were
22,898,666 shares of the Registrant's Common Stock outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
PRIME AIR, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(all figures in US dollars)
September 30 December 31
2002 2001
-------------- -------------
(Unaudited) (Audited)
ASSETS
Current Assets
Cash and short-term deposits . . . . . . . . . . . . . . . . . . $ 1,677 $ 2,089
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . 4,274 1,550
Goods and Services Tax recoverable . . . . . . . . . . . . . . . 1,243 1,148
-------------- -------------
7,194 4,787
Capital Assets (Note 4). . . . . . . . . . . . . . . . . . . . . . 435,608 441,251
$ 442,802 $ 446,038
============== =============
LIABILITIES
Current Liabilities
Accounts payable and accruals. . . . . . . . . . . . . . . . . . $ 214,430 $ 231,305
Due to related parties (Note 7). . . . . . . . . . . . . . . . . 71,846 111,846
Notes and advances payable (Note 5) . . . . . . . . . . . . . . 20,168 3,143
-------------- -------------
306,444 346,294
-------------- -------------
SHAREHOLDERS' EQUITY
Capital Stock (Note 6)
Authorized: 150,000,000 common shares with
a stated par value of $.001/share
5,000,000 preferred cumulative convertible
shares with a stated par value of $.001/share
Issued:
22,898,666 common shares (December 31, 2001: 21,978,666 shares) 22,999 21,979
Capital in excess of par value . . . . . . . . . . . . . . . . . . 4,151,512 4,021,532
Accumulated other comprehensive income (loss). . . . . . . . . . . (10,544) (13,115)
Deficit accumulated during development stage . . . . . . . . . . . (4,027,609) (3,930,652)
-------------- -------------
136,358 99,744
-------------- -------------
$ 442,802 $ 446,038
============== =============
See Accompanying Notes to Financial Statements
2
PRIME AIR, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(all figures in US dollars)
Three months Three months Nine months Nine months From inception
ended ended ended Ended March 10, 1989
September 30 September 30 September 30 September 30 to September 30
2002 2001 2002 2001 2002
-------------- -------------- -------------- -------------- -----------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Administrative And General Expenses
Flight operations . . . . . . . . . . . . . $ - $ - $ - $ - $ 114,720
Audit and accounting. . . . . . . . . . . . 961 - 2,868 - 107,489
Advertising . . . . . . . . . . . . . . . . - 10 - 441 18,083
Amortization. . . . . . . . . . . . . . . . 3,062 5,093 9,138 14,604 133,282
Association membership fees . . . . . . . . - - - - 5,768
Automotive. . . . . . . . . . . . . . . . . - 1,607 - 1,607 19,164
Bad debts . . . . . . . . . . . . . . . . . - - - - 1,933
Commissions and finders' fees . . . . . . . - - - - 22,311
Consulting. . . . . . . . . . . . . . . . . - 1,500 10,000 4,500 30,791
Consulting to related parties . . . . . . . 20,000 15,000 60,000 45,000 2,699,696
Foreign currency translation. . . . . . . . - - - - 60,131
Insurance . . . . . . . . . . . . . . . . . 784 33 2,112 1,430 30,987
Interest and service charges. . . . . . . . 56 61 198 157 21,559
Legal costs . . . . . . . . . . . . . . . . - 35 - 6,446 181,941
Management remuneration . . . . . . . . . . - - - - 77,287
Office and general. . . . . . . . . . . . . - 2,846 - 4,386 165,009
Repairs and maintenance . . . . . . . . . . - 2 92 68 10,354
Rent and property taxes - airport facility. 8,226 9,337 8,226 9,337 69,025
Telephone and utilities (recovery). . . . . (852) 1,763 1,072 3,236 89,112
Transfer agent, listing and filing fees . . 615 1,197 3,251 4,476 60,745
Travel, promotion and entertainment . . . . - 4,732 - 5,875 108,222
-------------- -------------- -------------- -------------- -----------------
32,852 43,216 96,957 101,563 4,027,609
-------------- -------------- -------------- -------------- -----------------
Net Loss For The Period . . . . . . . . . . . (32,852) (43,216) (96,957) (101,563) (4,027,609)
Other Comprehensive Income (Loss)
Foreign currency translation adjustments. . (13,989) (10,379) 2,571 (18,744) (10,544)
-------------- -------------- -------------- -------------- -----------------
Comprehensive Loss. . . . . . . . . . . . . . $ (46,841) $ (53,595) $ (94,386) $ (120,307) $ (4,038,153)
============== ============== ============== ============== =================
Net Loss Per Common Share . . . . . . . . . . (0.00) (0.00) (0.00) (0.00)
============== ============== ============== ==============
Weighted Average Common Shares Outstanding. . 22,898,666 21,022,666 22,898,666 21,022,666
============== ============== ============== ==============
3
PRIME AIR, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(all figures in US dollars)
Nine months Nine months
ended ended
September 30 September 30
2002 2001
-------------- --------------
(Unaudited) (Unaudited)
NET INFLOW (OUTFLOW) OF CASH RELATED
TO THE FOLLOWING ACTIVITIES:
OPERATING
Net loss for the period. . . . . . . . . . . . . . . . . . . . . . . . . . . $ (96,957) $ (101,563)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,138 14,604
(Increase) in prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . (2,727) (1,137)
(Increase) decrease in goods and services tax recoverable. . . . . . . . . . (87) 805
Increase in due to related parties . . . . . . . . . . . . . . . . . . . . . 60,000 45,000
Increase in accounts payable . . . . . . . . . . . . . . . . . . . . . . . . 13,371 21,008
-------------- --------------
(17,262) (21,283)
-------------- --------------
FINANCING
Notes and advances payable . . . . . . . . . . . . . . . . . . . . . . . . . 17,000 24,000
-------------- --------------
17,000 24,000
-------------- --------------
INVESTING
- -
-------------- --------------
Effect of exchange rate changes on cash. . . . . . . . . . . . . . . . . . . . (150) (111)
-------------- --------------
NET CASH INFLOW (OUTFLOW). . . . . . . . . . . . . . . . . . . . . . . . . . . (412) 2,606
CASH, BEGINNING OF PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . . 2,089 2,605
-------------- --------------
CASH, END OF PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,677 $ 5,211
============== ==============
NON-CASH FINANCING ACTIVITIES
Common stock issued for debt . . . . . . . . . . . . . . . . . . . . . . . . 131,000 -
See Accompanying Notes To Financial Statements
4
PRIME AIR, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002 and 2001
1. INCORPORATION, PRINCIPLES OF CONSOLIDATION AND ACCOUNTING PRESENTATION
The Company was incorporated under the laws of the State of Nevada, USA on
November 10, 1996, the purpose of which was to change the domicile of the
Company from the State of Delaware to the State of Nevada. This change was
approved by the shareholders of both corporations on November 26, 1997 and
effected through a "plan and agreement of merger" with the surviving corporation
being Prime Air, Inc. (Nevada). The articles of merger were filed with the
appropriate State authorities on December 15, 1997 which became the effective
date of the merger.
The Delaware corporation was incorporated on April 4, 1996 and acquired all of
the assets, liabilities and shareholders of a previous Utah corporation of the
same name. The Utah corporation had been reincorporated on August 30, 1993 as
Astro Enterprises, Inc. and on June 28, 1994, pursuant to appropriate
shareholder agreements, acquired all outstanding shares of Prime Air Inc. (a
Canadian corporation) in exchange for shares of its capital stock on a .787796
to 1 basis, thereby providing the shareholders of Prime Air Inc. with 90% of the
outstanding capital stock of Astro Enterprises, Inc. Astro Enterprises, Inc.
then changed its name to Prime Air, Inc. Following incorporation of the
Delaware company, the Utah corporation was dissolved on May 15, 1996.
These consolidated financial statements include the accounts of the Company and
its wholly-owned operating subsidiary, Prime Air Inc. (the Canadian corporation)
and have been prepared in accordance with U.S. GAAP standards.
2. NATURE OF OPERATIONS / GOING CONCERN CONSIDERATIONS
The Company is presently in its developmental stage and currently has minimal
sources of revenue to provide incoming cash flows to sustain future operations.
The Company's present activities relate to the construction and ultimate
exclusive operation of an international passenger and cargo air terminal
facility in the Village of Pemberton, British Columbia and the operation of
scheduled flight services between that facility and certain major centers in
Canada and the United States in conjunction with Voyageur Airways Limited.
Terminal building construction was substantially completed in May 1996. The
future successful operation of the Company is dependent upon its ability to
obtain the financing required to complete and operationalize the terminal
facility and to commence operation thereof on an economically viable basis.
Management believes the Company will be able to generate sufficient funds to
meet its obligations for a period of at least twelve months from the balance
sheet date. There is no guarantee that the Company will be able to complete any
of the above objectives. These factors raise substantial doubt regarding the
Company's ability to continue as a going concern.
These consolidated financial statements have been prepared on a "going concern"
basis which assumes the Company will be able to realize its assets, obtain
financing as required and discharge its liabilities and commitments in the
normal course of business.
5
PRIME AIR, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002 and 2001
3. SIGNIFICANT ACCOUNTING POLICIES
Foreign Currency Translation
------------------------------
The Company's functional and reporting currency is the United States dollar. The
financial statements of the Company are translated to United States dollars in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 52
"Foreign Currency Translation". Monetary assets and liabilities denominated in
foreign currencies are translated using the exchange rate prevailing at the
balance sheet date. Gains and losses arising on translation or settlement of
foreign currency denominated transactions or balances are included in the
determination of income. Foreign currency transactions are primarily undertaken
in Canadian dollars. The Company has not, to the date of these financials
statements, entered into derivative instruments to offset the impact of foreign
currency fluctuations.
As the functional currency of the wholly-owned subsidiary is the Canadian
dollar, SFAS No. 52 requires the use of the current rate method to translate the
subsidiary's financial statements into US dollars. Under the current rate
method, all assets and liabilities are translated at the current rate, while
stockholders' equity accounts are translated at the appropriate historical rate.
The revenues and expenses that occur evenly over the period are translated at
the weighted-average rate for the period. The cumulative translation adjustments
balance is reported as a component of accumulated other comprehensive income.
Fair Value of Financial Instruments
---------------------------------------
In accordance with the requirements of SFAS No. 107, "Disclosure About Fair
Value Of Financial Instruments", the carrying amounts reported on the balance
sheets for cash and cash equivalents, namely, "cash and short-term deposits",
"prepaid expenses", "GST recoverable", "accounts payable and accrued
liabilities" and "notes and advances payable" approximate their fair market
value.
Receivables / Prepaid Expenses
---------------------------------
All amounts reported as receivables or prepaid expenses have been recorded at
their original values. There have been no amounts written off as bad debts or
provided for as an allowance against the recovery of these assets.
Capital Assets
---------------
a) Air Terminal Construction Costs: Expenditures relating directly to the
----------------------------------
construction of the air terminal facility and related engineering and design
have been recorded in the accounts of the Company at cost, net of amortization
which is provided on a straight-line basis over the 30-year term of the property
lease.
b) Furniture and Equipment: Furniture and equipment is stated at cost, net
-------------------------
of amortization which is provided for at the rate of 20% per annum on the
declining balance basis.
6
PRIME AIR, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002 and 2001
3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates in the Preparation of Financial Statements
-------------------------------------------------------------------
The preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods. In
these financial statements, assets, liabilities and results of operations
involve significant reliance on management estimates. Actual results could
differ from the use of those estimates.
Income Taxes
-------------
The Company adopted SFAS No. 109, "Accounting For Income Taxes", during the
fiscal year ended December 31, 1998 and applied the provisions of that statement
on a retroactive basis to the previous fiscal years, which resulted in no
significant adjustments. SFAS No. 109, "Accounting for Income Taxes", requires
an asset and liability approach for financial accounting and reporting for
income tax purposes. This statement recognizes (a) the amount of taxes payable
or refundable for the current year and (b) deferred tax liabilities and assets
for future tax consequences of events that have been recognized in the financial
statements or tax returns. Potential benefits of income tax losses are not
recognized in the accounts until realization is more likely than not.
Other Comprehensive Income (Loss)
------------------------------------
SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the
reporting and display of comprehensive income (loss) and its components in the
financial statements. As at September 30, 2002, the Company had accumulated
other comprehensive loss of $10,544 which is comprised of foreign currency
translation adjustments.
4. CAPITAL ASSETS
Capital assets consist of the following at September 30, 2002 and December 31,
2001:
December
September 30, 2002 31, 2001
---------------------------------- ---------
Accumulated Net Book Net Book
Cost Amortization Value Value
-------- ------------- --------- ---------
Air terminal construction costs $554,982 $ 120,482 $ 434,500 $ 440,000
Furniture and equipment . . . . 4,551 3,443 1,108 1,251
-------- ------------- --------- ---------
$559,533 $ 123,925 $ 435,608 $ 441,251
======== ============= ========= =========
7
PRIME AIR, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002 and 2001
5. NOTES AND ADVANCES PAYABLE
The notes and advances payable are unsecured, non-interest bearing and are
without specific terms of repayment.
6. CAPITAL STOCK
Shares issued for non-cash consideration were valued based on the fair market
value of the common stock on the measurement date for the transaction.
During the nine month period ended September 30, 2002, the Company issued
1,020,000 shares of common stock by way of debt settlements covering obligations
of $131,000, of which directors received 800,000 shares to settle obligations of
$100,000.
7. RELATED PARTY TRANSACTIONS
Included in due to related parties is an amount of $11,846 which has been
advanced to the Company by a shareholder and/or a corporation controlled by that
shareholder who is the beneficial owner of 2,245,226 shares of common stock of
the Company, that holding representing 10.22% of the issued and outstanding
capital of the Company.
During the nine months ended September 30, 2002 and 2001, no cash remuneration
was paid to any director or officer of the Company. The Company records
services provided by related parties at their fair value in the period when the
services are rendered and the obligation accrued. The Company has adopted the
policy of issuing "restricted" common shares to certain directors and officers
for services rendered. The Company issues shares in a later period than when
the services were performed. The common shares later issued in settlement of
these obligations are recorded based on the fair value of the services
performed, being the measurement date. Also included in due to related parties
is an amount of $60,000 (December 31, 2001 - $100,000), which is the value of
services rendered by directors for consulting services provided in the current
and prior fiscal periods.
During the nine months ended September 30, 2002, directors of the Company
received 800,000 common shares by way of a debt settlement covering obligations
of $100,000.
8. RENT, PROPERTY TAXES AND LEASE COMMITMENT
The Canadian subsidiary corporation has entered into an Airport Lease and
Operating Agreement with The Corporation of The Village of Pemberton in British
Columbia whereby it has been granted an exclusive and irrevocable lease over the
lands and airport facilities associated with the Pemberton Airport. The term of
the Lease and Operating Agreement, including extension options relating thereto,
is for a total of 30 years with terminal rent payable as follows:
$ 67 US ($100 CDN) per annum for the initial six (6) years (1993 through
1999); and thereafter
5% of gross receipts per annum derived from the operation of the terminal
facilities, excluding amounts received in connection with the sale of airline
tickets and other forms of transportation. The lease commitment amounts for 2002
through 2006 cannot be quantified as the amount of gross receipts for those
years cannot be determined and active operation of the terminal facilities has
not yet commenced.
The Airport Agreement may be terminated by the Village of Pemberton in the event
of a material default by Prime Air (BC) or if Prime Air shall become bankrupt.
The terminal facilities shall become the property of the Village of Pemberton at
the expiration of the Airport Agreement.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
--------------------------------------------------------------------------------
OPERATION
---------
Some of the information presented in this report constitutes "forward-looking
statements." Although the Company believes that its expectations are based upon
reasonable assumptions within the bounds of its knowledge of its proposed
business and operations, it is possible that actual results may differ
materially from its expectations. Factors that could cause actual results to
differ from expectations include the inability of the Company to raise the
additional capital necessary to commence its principal operations or the failure
to consummate a definitive agreement with Voyageur Airways Limited.
The Company is the parent of a wholly owned subsidiary, Prime Air, Inc. ("Prime
Air (BC)"), a company originally incorporated under the laws of the Province of
British Columbia, Canada, on March 10, 1989, under the name "High Mountain
Airlines Inc." for the purpose of establishing air service to serve the
Whistler, British Columbia, Canada, area. Prime Air (BC) has entered into a
lease and operating agreement with the Village of Pemberton, British Columbia,
Canada, to plan, develop, construct, manage, and operate a terminal facility at
the Pemberton Airport.
To the present date, Prime Air (BC) has constructed the basic terminal building
and proposes to facilitate regular, scheduled air service to Pemberton Airport
to serve the nearby resort community of Whistler. Sufficient funding has not
been secured to provide for costs for completion of certain infrastructure items
including landing lights, airside and groundside related equipment, advance
marketing and working capital requirements. Management estimates the
requirement for a commitment of approximately $3,000,000 to provide a
satisfactory start up of the British Columbia operation.
During the quarterly period ended September 30, 2002, management continued
discussions with principals in the airline industry and with interested parties
at the intended destination with respect to providing air service to the Mammoth
Mountain resort in the Eastern Sierra area of California. Points of origin
considered are Burbank and San Jose California. The Company has identified the
need for scheduled air service to this location and in particular believes the
capability of the Dash 7 aircraft would be ideal in terms of safety, reliability
and cost effectiveness. The Company has subsequently terminated research and
discussions with respect to this purpose.
The results of the operations for the three and nine months ended September 30,
2002 show costs at approximately 39% less than the same period of the previous
year. However, because of the "development stage" nature of the company, these
figures will not be representative of the Company's future operations.
9
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2002.
The Company derived no revenue for the nine months ended September 30, 2002 and
2001.
Total Expenses for the nine months ended September 30, 2002 was $96,957 compared
to $101,563 for the same period from the prior year. During the nine months
ended September 30, 2001, the Company's primary expenses consisted of
amortization expenses of $14,604, legal costs of $6,446, and office and general
administrative expenses of $4,386. These expenses for the nine months ended
September 30, 2002 was substantially less due to concerted effort by the Company
to reduce expenses including the cessation of certain operations in Fort
Saskatchewan, Alberta. However, these decreases were offset by increases in
third party consulting fees and fees to related parties consisting of primarily
fees for accounting services.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2002, the Company's negative working capital was ($299,250)
and was ($341,507) as of December 31, 2001.
The Company currently has no revenue and will not generate any revenue until it
begins its operation at Pemberton. Historically, the Company has funded its
operations through loans and issuance of its common stocks. No assurance can be
given that the Company will be able to continue to receive loans for its
operations.
ITEM 3. CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation
of our management, including our Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures (as defined by Exchange Act Rule 13a-15(e)) as of the end of our
first fiscal quarter pursuant to Exchange Act Rule 13a-15(b). Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in ensuring that
information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and
forms.
There have been no changes in our internal control over financial reporting
identified in connection with our evaluation as of the end of the first fiscal
quarter that occurred during such quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
10
PART II
ITEM 1. LEGAL PROCEEDINGS
Neither the Company nor any of its properties is a party to any material pending
legal proceedings or government actions, including any material bankruptcy,
receivership, or similar proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the shareholders during the quarter ended
September 30, 2002.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
Exhibit No.
------------
31.1 Certification by the Principal Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act
31.2 Certification by the Principal Accounting Officer Pursuant to Section
302 of the Sarbanes-Oxley Act
32 Certification by the Principal Executive and Financial Officers
Pursuant to Section 906 of the Sarbanes-Oxley Act
(B) Reports on Form 8-K.
None
11
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 3 to Form 10-QSB
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Vancouver, province of British Columbia, on the 30th day of April, 2004.
Prime Air, Inc.
By: /s/ Blaine Haug
-----------------
Blaine Haug
Chief Executive Officer
(Principal Executive and Principal
Accountant and Financial Officer
12