STUDIO BROMONT INC.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
Sept 30, 2003
The company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.
3. CAPITAL STOCK
During 2002 the company completed an SEC registration and issuance of 4,035,192 common shares at $.10 for service, of which 1,847,877 shares were issued to a manager of the Company. (note 4)
4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officer-directors have not acquired any of the common outstanding stock of the company nor received any compensation.
A manager of the company, not an officer-director, received 1,847,877 free trading common shares for service, which he sold, and he has also made contributions to capital in 2002 by the payment $91,000 of Company expenses.
5. GOING CONCERN
The company will need additional working capital to service its debt and to be successful in its planned activity which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the company has developed a strategy, which it believes will accomplish this objective through additional equity funding, and long term financing, which will enable the company to operate in the coming year.
Item 2. Management's Discussion and Analysis or Plan of Operations
FORWARD LOOKING STATEMENTS
The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports the Company files with the SEC. These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Plan of Operations
We currently have no business activities. Our plan of operations is to identify and evaluate other businesses and technology opportunities and make arrangements to acquire one that is consistent with our expertise and income needs. On July 18, 2003, we entered into a share exchange agreement with 3874958 Canada Inc. whereby we agreed to transfer to 3874958 Canada Inc. 26,500,000 common shares of Studio Bromont, Inc. stock in exchange for the transfer of 100 shares of American United Corporation, a Delaware corporation. The 100 shares of American United Corporation represent all of the issued and outstanding shares of the company. The agreement was contingent on the parties’ due diligence and completion of several conditions prior to sale. Subsequent to the reporting period on October 6, 2003, these conditions were satisfied and the sale was consummated.
Benoit Laliberte, our current CEO, CFO, and Director, is also the sole officer, director, and shareholder of American United Corporation. In addition, Mr. Laliberte is the sole officer, director, and shareholder of 3874958 Canada, Inc. As a result, Mr. Laliberte was the beneficial holder of the 100 shares of American United Corporation held by 3874958 Canada, Inc. and is now the beneficial holder of the 26,250,000 shares of Studio Bromont, Inc. issued to 3874958 Canada, Inc. in the transaction described above.
On October 6, 2003, a majority of the shareholders, by written consent, approved a change in the name of the Company to American United Corporation. In order to reflect the acquisition of American United Corporation shares, management considered it in the best interests of the Company to change their name.
We can provide no assurance that we will be successful due to our limited working capital. We require additional financing in order to enable us to successfully operate American United Corporation and achieve profitable operations. We plan to pursue additional financing in a form that has not been determined at this time. We can provide no assurance that we will receive any financing.
We currently have forecasted the expenditure of approximately $20,000 during the next six to twelve months in order to remain in compliance with the reporting requirements of the Securities Exchange Act of 1934 and to identify additional businesses and technology for acquisition. The completion of our business plan for the next 12 months is contingent upon us obtaining additional financing. If we
lose our listing on the over-the-counter bulletin board. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds. Without the necessary cash flow, we will not be able to pursue our plan of operations until such time as the necessary funds are raised in the equity securities market.
We do not anticipate purchasing any real property or significant equipment during the next 12 months.
At the present time we have no employees other than our Chief Executive Officer and Chief Financial Officer, Mr. Benoit Laliberte. We do not anticipate hiring any employees until such time as we are able acquire any additional businesses and/or technology.
Results of Operations
We did not earn any revenues during the three or nine month period ending September 30, 2003.
We incurred expenses in the amount of $4,230 for the three months ended September 30, 2003, compared to expenses of $43,717 for the three months ended September 30, 2002. We incurred expenses in the amount of $9,239 for the nine months ended September 30, 2003, compared to expenses of $492,486 for the nine months ended September 30, 2002. Our expenses for the three and nine months ended September 30, 2003 were attributable to paying administrative expenses. We anticipate our operating expenses will increase as we undertake our plan of operations.
We incurred a loss of $4,230 for the three months ended September 30, 2003, compared to a loss of $9,239 for the three months ended September 30, 2002. Our losses have been attributable entirely to operating expenses.
Liquidity and Capital Resources
As of September 30, 2003, we had no cash, compared to no cash as of December 31, 2002. We had a working capital deficit of $675,751 as of September 30, 2003, compared to a working capital deficit in the amount of $666,512 as of December 31, 2002. Accordingly, we currently have insufficient working capital to pursue our plan of operations.
We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operations. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.
ITEM 3. CONTROLS AND PROCEDURES.
As required by Rule 13a-14 under the Securities Exchange Act of 1934 (the "Exchange Act"), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2003. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us which is required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed our reports filed or submitted 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including
our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.
Item 2. Changes in Securities
Subsequent to the reporting period on October 6, 2003, all conditions were satisfied and we entered into a share exchange agreement with 3874958 Canada Inc. whereby we transferred to 3874958 Canada Inc. 26,500,000 common shares of Studio Bromont, Inc. stock in exchange for 100 shares of American United Corporation, a Delaware corporation.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to our security holders for a vote during the fiscal quarter ended September 30, 2003. Subsequent to the reporting period on October 6, 2003, a majority of the shareholders, by written consent, approved a change in the name of the Company to American United Corporation.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K.
EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K
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Exhibit Number |
Description of Exhibit |
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10.1 |
Share Exchange Agreement
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31.1 |
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1 |
Certification of Chief Executive Officer 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
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