UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10QSB/A
Amendment No. 2
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] For the quarterly period ended June 30, 2002
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[ ] For the transition period from to
------------ ------------
Commission File Number 000-26463
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MILITARY RESALE GROUP, INC.
(Name of small business issuer as specified in its charter)
-----------------------------------------------------------
New York 11-2665282
----------------------------------- -----------------------------------
(State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization)
2180 Executive Circle
Colorado Springs, Colorado 80906
(Address of principal executive offices)
----------------------------------------
(719) 391-4564
(Issuer's telephone number)
---------------------------
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 [ ]
As of June 30, 2002, there were 9,672,127 shares of the issuer's common stock
outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
MILITARY RESALE GROUP, INC.
FORM 10QSB/A
AMENDMENT NO. 2
INDEX
Page No.
INTRODUCTORY NOTE
PART I. Financial Information ii
Item 1. Financial Statements
Balance Sheets - June 30, 2002 and December 31, 2001 1
Statements of Operations - Three months and six months
ended June 30, 2002 and 2001 2
Statement of Stockholders' Deficit - From October 6,
1997 (inception) through June 30, 2002 3
Statements of Cash Flows - Six months ended June 30, 2002
and 2001 4
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis or Plan of Operation 6
Signatures 13
i
INTRODUCTORY NOTE
We are filing this Form 10-QSB/A in order to amend and restate the
information disclosed in Items 1 and 2 of Part I. The principal changes we made
were as follows: (i) we revised our statement of operations for the three and
six month periods ended June 30, 2002 (x) to eliminate the recognition of
certain interest expense for the beneficial conversion feature of $150,000
aggregate principal amount of convertible promissory notes that were converted
into shares of our common stock in the second quarter of 2002 and (y) to include
interest expense for the beneficial conversion feature of $20,000 and $225,000
aggregate principal amount of convertible promissory notes that were issued in
the three and six month periods ended June 30, 2002, respectively, and (ii) we
revised the manner in which we accounted for the issuance of shares of our
common stock in the three months ended June 30, 2002 to certain consultants of
the Company, including Edward T. Whelan, our Chief Executive Officer. This Form
10-QSB/A does not necessarily reflect events occurring after the filing of
Amendment No. 1 to Form 10-QSB for the quarter ended June 30, 2002.
ii
ITEM 1. FINANCIAL INFORMATION
MILITARY RESALE GROUP, INC.
Balance Sheets
(unuadited)
June 30, December 31,
ASSETS 2002 2001
---- ----
Current Assets
Cash ....................................................... $ 6,079 $ --
Accounts receivable - trade ................................ 522,997 441,058
Prepaids ................................................... 3,714 6,708
Inventory .................................................. 309,435 252,430
Deposits ................................................... 23,218 20,406
----------- -----------
Total Currents Assets ..................................... 865,443 720,602
----------- -----------
Fixed Assets:
Office equipment ........................................... 2,741 9,121
Warehouse equipment ........................................ 205,044 203,132
Vehicles ................................................... 64,366 64,366
Leasehold improvements ..................................... 2,440 2,440
Software ................................................... 15,609 15,609
----------- -----------
290,200 294,668
Less accumulated depreciation .............................. (123,510) (102,257)
----------- -----------
Net Fixed Assets .......................................... 166,690 192,411
----------- -----------
TOTAL ASSETS ................................................ $ 1,032,133 $ 913,013
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable - trade ................................... $ 1,108,770 $ 1,047,207
Accrued expenses ........................................... 47,221 --
Accrued interest payable ................................... 142,370 60,657
Bank overdraft ............................................. -- 1,349
Capitalized leases/Notes payable - current portion ......... 339,755 260,522
----------- -----------
Total Current Liabilities ................................. 1,638,116 1,369,735
----------- -----------
Long-term debt
Notes payable ............................................... 91,121 91,121
----------- -----------
Total Long-term debt ....................................... 91,121 91,121
----------- -----------
Total Liabilities ........................................... 1,729,237 1,460,856
----------- -----------
Stockholders' Equity
Common stock, par value $.0001, 60,000,000 shares
authorized: 9,672,127 and 7,505,004 issued and outstanding
at June 30, 2002 and December 31, 2001, respectively ...... 967 750
Additional paid-in capital ................................. 988,327 407,150
Retained deficit ........................................... (1,686,398) (955,743)
----------- -----------
Total Stockholders' Equity ................................ (697,104) (547,843)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................. $ 1,032,133 $ 913,013
=========== ===========
See accountant's review report.
1
MILITARY RETAIL GROUP, INC.
Statement of Operations
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- ------------------------
2002 2001 2002 2001
---- ---- ---- ----
REVENUES:
Gross Sales ..................... $ 1,657,440 $ 1,048,393 $ 3,015,024 $ 2,073,376
Commission sales - net .......... 64,472 116,489 124,146 181,913
----------- ----------- ----------- -----------
Total Revenues .................. 1,721,912 1,164,882 3,139,170 2,255,289
----------- ----------- ----------- -----------
COST OF GOODS SOLD: ............. 1,457,701 997,140 2,696,622 1,968,558
----------- ----------- ----------- -----------
GROSS PROFIT .................... 264,211 167,742 442,548 286,731
----------- ----------- ----------- -----------
EXPENSES:
Salary and payroll taxes ....... 125,797 106,713 215,962 207,217
Professional fees .............. 107,446 3,438 200,446 11,208
Occupancy ...................... 55,263 23,455 110,525 49,768
General and administrative ..... 250,833 35,654 338,478 81,825
Amortization/depreciation ...... 10,626 8,760 21,253 17,520
Lease and auto/truck expense ... 21,910 25,555 46,318 51,183
----------- ----------- ----------- -----------
Total Operating Expenses ...... 571,875 203,575 932,982 418,721
----------- ----------- ----------- -----------
OTHER REVENUES & EXPENSES:
Interest expense ............... (29,093) (986) (240,263) (2,251)
Interest income ................ 42 -- 42 --
----------- ----------- ----------- -----------
Total Other Revenues & Expenses (29,051) (986) (240,221) (2,251)
----------- ----------- ----------- -----------
NET LOSS ........................ $ (336,715) $ (36,819) $ (730,655) $ (134,241)
=========== =========== =========== ===========
Per share information
Weighted average number
of common shares outstanding 8,949,752 5,360,000 8,327,378 5,360,000
=========== =========== =========== ===========
Net Loss per common share ....... $ (0.04) $ (0.01) $ (0.08) $ (0.02)
=========== =========== =========== ===========
See accountant's review report.
2
MILITARY RETAIL GROUP, INC.
Statement of Stockholders' Equity
(Unaudited)
Common Stock Additional Total
------------------------- Paid-In Retained Stockholders'
Shares Amount Capital Deficit Equity
------ ------ ---------- -------- ------------
Balance -October 6, 1997 ............... -- $ -- $ -- $ -- $ --
Issuance of common stock for cash ...... 800,000 80 120 -- 200
Net loss ............................... -- -- -- (6,756) (6,756)
--------- --------- --------- --------- ---------
Balance - December 31, 1997 ............ 800,000 80 120 (6,756) (6,556)
--------- --------- --------- --------- ---------
Issuance of common stock for cash ...... 40,000 4 14,996 -- 15,000
Issuance of common stock for services .. 3,000,000 300 (300) -- --
Nel loss ............................... -- -- -- (43,372) (43,372)
--------- --------- --------- --------- ---------
Balance - December 31, 1998 ............ 3,840,000 384 14,816 (50,128) (34,928)
--------- --------- --------- --------- ---------
Issuance of common stock for cash ...... 1,520,000 152 134,848 -- 135,000
Nel loss ............................... -- -- -- (145,948) (145,948)
--------- --------- --------- --------- ---------
Balance - December 31, 1999 ............ 5,360,000 536 149,664 (196,076) (45,876)
--------- --------- --------- --------- ---------
Net loss ............................... -- -- -- (13,673) (13,673)
--------- --------- --------- --------- ---------
Balance - December 31, 2000 ............ 5,360,000 536 149,664 (209,749) (59,549)
--------- --------- --------- --------- ---------
Stock issued for services .............. 875,000 87 253,663 -- 253,750
Stock issued for subsidiary ............ 1,270,004 127 3,823 -- 3,950
Net loss ............................... -- -- -- (745,994) (745,994)
--------- --------- -------- --------- ---------
Balance - December 31, 2001 ............ 7,505,004 750 407,150 (955,743) (547,843)
--------- --------- --------- --------- ---------
Stock issued for services .............. 300,000 30 92,970 -- 93,000
Stock issued for services .............. 73,550 7 22,058 -- 22,065
Stock issued in lieu of debt ........... 576,923 58 149,942 -- 150,000
Stock issued for beneficial conversation
feature as interest ................... 576,923 58 149,942 -- 150,000
Stock issued for services .............. 639,727 64 166,265 -- 166,329
Net loss ............................... -- -- -- (730,655) (730,655)
--------- -------- --------- --------- ---------
Balance - June 30, 2002 ................ 9,672,127 $ 967 $ 988,327 $ (1,686,398) $(697,104)
========= ======== ========== ============ =========
See accountant's review report.
3
MILITARY RETAIL GROUP, INC.
Statement of Cash Flows
(Unaudited)
For the Six Months Ended
June 30,
----------------------
2002 2001
---- ----
Cash Flows from Operating Activities:
Net Loss ............................................... $(730,655) $(134,241)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization ......................... 21,252 17,520
Stock issued for services ............................. 281,394 --
Stock issued in lieu of debt .......................... 150,000 --
Stock issued for interest ............................. 150,000 --
Loss on disposal of equipment ........................ 6,380 --
Changes in assets and liabilities:
(Increase) Decrease in accounts receivable ........... (81,939) 26,042
Decrease (Increase) in prepaids ...................... 2,994 (452)
Increase (Decrease) in deposits ...................... (2,812) --
(Increase) Decrease in inventory ..................... (57,005) (51,974)
Increase in accounts payable ......................... 61,563 163,116
Increase (Decrease) in accrued expenses .............. 128,934 7,200
--------- ---------
Net Cash Used in Operating Activities .................... (69,894) 27,211
--------- ---------
Cash Flows from Investing Activities
Capital expenditures ................................... (1,912) --
--------- ---------
Cash Flows Used in Investing Activities .................. (1,912) --
--------- ---------
Cash Flows from Financing Activities:
Bank overdraft ......................................... (1,349) (21,094)
Proceeds from sale of stock ............................. -- --
Proceeds (payments) from notes payable - net ............ 79,234 (6,117)
--------- ---------
Cash Flows Provided by Financing Activities .............. 77,885 (27,211)
--------- ---------
Net Increase (Decrease) in cash and cash equivalents ..... 6,079 --
Cash and cash equivalents - beginning of period .......... -- --
--------- ---------
Cash and cash equivalents - end of period ................ $ 6,079 $ --
========= =========
Supplemental information:
Cash paid for interest ............................... $ 6,170 $ --
========= =========
Cash paid for income taxes ........................... $ -- $ --
========= =========
Non-cash investing and financing activities:
Issuance of stock in exchange for cancellation of
indebtedness of $150,000 and interest expense of $150,000
on convertible notes $ 300,000 $ --
========= =========
See accountant's review report.
4
NOTE 1-GENERAL
On October 15, 2001, our Company, formerly known as Bactrol Technologies, Inc.,
and Military Resale Group, Inc., a Maryland corporation that was formed on
October 6, 1997 ("MRG-Maryland"), executed a Stock Purchase Agreement pursuant
to which, on November 15, 2001, 98.2% of MRG's stock was effectively exchanged
for a controlling interest in a publicly held "shell" corporation (the "Reverse
Acquisition") that concurrently changed its name to Military Resale Group, Inc.
This transaction is commonly referred to as a "reverse acquisition." For
financial accounting purposes, this transaction has been treated as the issuance
of stock for our net monetary assets, accompanied by a recapitalization of
MRG-Maryland with no goodwill or other intangible assets recorded. For
financial reporting purposes, MRG-Maryland was considered the acquirer, and
therefore, the historical operating results of Bactrol Technologies, Inc. are
not presented.
NOTE 2 - BASIS OF PRESENTATION
In the opinion of our management, the accompanying unaudited condensed financial
statements include all normal adjustments considered necessary to present fairly
our financial position as of June 30, 2002, and results of operations and cash
flows for the three months ended June 30, 2002 and 2001. Interim results are not
necessarily indicative of results for a full year.
The consolidated financial statements and notes are presented as permitted by
Form 10-QSB, and do not contain certain information included in our audited
financial statements and notes for the fiscal year ended December 31, 2001.
NOTE 3 - INVENTORY
Inventory of as June 30, 2002 consisted of the following:
Finished Goods $309,435
--------
$309,435
========
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL
Certain statements in this Report constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause our actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. The words
"believe", "expect", "anticipate", "intend" and "plan" and similar expressions
identify forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
the statement was made. Because our common stock is considered a "penny stock,"
as defined by the regulations of the Securities and Exchange Commission, the
safe harbor for forward-looking statements does not apply to statements by our
Company.
Our business and results of operations are affected by a wide variety of
factors that could materially and adversely affect us and our actual results,
including, but not limited to: (1) the availability of additional funds to
enable us to successfully pursue our business plan; (2) the uncertainties
related to the effectiveness of our technologies and the addition of new
products and suppliers; (3) our ability to maintain, attract and integrate
management personnel; (4) our ability to complete the development of our
proposed product line in a timely manner; (5) our ability to effectively market
and sell our products and services to current and new customers; (6) our ability
to negotiate and maintain suitable strategic partnerships and corporate
relationships with suppliers and manufacturers; (7) the intensity of
competition; and (8) general economic conditions. As a result of these and
other factors, we may experience material fluctuations in future operating
results on a quarterly or annual basis, which could materially and adversely
affect our business, financial condition, operating results and stock price.
Any forward-looking statements herein speak only as of the date hereof. We
undertake no obligation to publicly release the results of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. The following discussion should be read in conjunction
with the financial statements and related notes appearing elsewhere in this
Report.
Prior to November 15, 2001, we did not generate any signification revenue,
and accumulated no significant assets, as we explored various business
opportunities. On November 15, 2001, we acquired 98.2% of the issued and
outstanding capital stock of Military Resale Group, Inc., a Maryland corporation
("MRG-Maryland"), in exchange for a controlling interest in our publicly-held
"shell" corporation ("the Reverse Acquisition"). For financial reporting
purposes, MRG-Maryland was considered the acquirer in such transaction. As a
6
result, our historical financial statements for any period prior to November 15,
2001 are those of MRG-Maryland.
RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE
MONTHS ENDED JUNE 30, 2001
Revenue. Total revenue for the three months ended June 30, 2002 of
$1,721,912 reflected an increase of $557,030, or approximately 47.8%, compared
to total revenue of $1,164,882 for the three months ended June 30, 2001. Our
revenues are derived in either one of two ways. In the majority of instances,
we purchase products from manufacturers and suppliers for resale to the
commissaries we service. In such cases, we resell the manufacturer's or
supplier's products to the commissaries at generally the same prices we pay for
such products, which prices generally are negotiated between the manufacturer or
supplier and the Defense Commissary Agency ("DeCA"). Revenue is recognized as
the gross sales amount received by us from such sales ("resale revenues"), which
includes (i) the purchase price paid by the commissary plus (ii) a negotiated
storage and delivery fee paid by the manufacturer or supplier. In the remaining
instances, we act as an agent for the manufacturer or supplier of the products
we sell, and earn a commission paid by the manufacturer or supplier, generally
in an amount equal to a percentage of the manufacturer's or supplier's gross
sales amount ("commission revenues"). In such cases, revenue is recognized as
the commission we receive on the gross sales amount.
Resale revenue for the three months ended June 30, 2002 of $1,657,440
reflected an increase of $609,049, or approximately 58.1%, compared to resale
revenue of $1,048,393 for the three months ended June 30, 2001. For the three
months ended June 30, 2002, approximately 75.6% of our gross profit was derived
from sales involving resale revenue compared to 30.6% for the three months ended
June 30, 2001. These increases were attributable primarily to the addition of
the new products we began supplying to commissaries during the fourth quarter of
fiscal 2001, including Slimfast, L'eggs, Bush Beans and Rayovac Batteries, and
during the first quarter of fiscal 2002, including a line of feminine hygiene
products and a line of infant feeding products supplied by Playtex Products,
Inc., which we sell on a resale basis, as well as the implementation of our
long-term strategy to increase our ratio of sales of products we sell on a
resale basis, rather than a commission basis, due to the payment discounts we
often receive from the manufacturers and suppliers of the goods we purchase for
resale.
Commission revenue for the three months ended June 30, 2002 of $64,472
reflected a decrease of $52,017, or approximately 44.7%, compared to commission
revenue of $116,489 for the three months ended June 30, 2001. For the three
months ended June 30, 2002, approximately 24.4% of our gross profit was derived
from sale involving commission revenue compared to approximately 69.4% for the
three months ended June 30, 2001. These decreases were attributable primarily to
the implementation of our long-term strategy to increase our ratio of sales of
products sold on a resale basis, rather than a commission basis. We cannot be
certain as to whether or not these trends will continue; however, in the long
term we are seeking to increase the ratio of our sales of products sold on a
resale basis, rather than a commission basis, because we believe we can increase
our profitability on such sales by taking advantage of payment discounts
7
frequently offered by the manufacturers and suppliers of such products. To do
so, we intend to continue to seek to add new products that we can offer to
commissaries on a resale basis from our existing manufactures and suppliers and
from others with whom we do not currently have a working relationship.
In March 2002, we entered into an agreement with Playtex Products, Inc. to
distribute, on a resale basis, approximately 70 Stock Keeping Units (SKUs)
manufactured or supplied by Playtex, including a line of feminine hygiene
products and a line of infant feeding products. We have been advised by
Playtex, and verified with DeCA, that sales by Playtex in 2001 to the
commissaries we currently service amounted to approximately $350,000. However,
there can be no assurance that our sales of Playtex products will reach such
amount, and the amount of our actual sales of Playtex products may differ
materially from the amounts sold by Playtex in 2001 as a result of one or more
of the factors described above, among others.
In April 2002, we began distributing products for Pfizer, Inc. under an
agreement that provided for the distribution of approximately 114 SKUs of Pfizer
products. In June 2002, the agreement was terminated by Pfizer because we were
unable to consistently meet our delivery obligations due to our insufficient
working capital. During the term of our agreement with Pfizer, we received
revenue from the sale of Pfizer products of approximately $168,000. Management
believes the termination of the Pfizer agreement will not have a material
adverse impact on our results of operations for fiscal 2002.
In October 2002, we added to our supplier network the Hillshire Farm and
Kahn's product groups of Sara Lee Foods-USA and certain consumer products
distributed by Chattem, Inc. Hillshire Farm and Kahn's are product lines of
packaged meats and hams. Chattem is a manufacturer of branded consumer
products, principally over-the-counter healthcare products, including
Aspercreme, Gold Bond, Sportscreme, Pamprin, Dexatrim, Rejuvex and Flexall. We
have been advised by Sara Lee Foods-USA, and verified with DeCA, that sales of
Hillshire Farm and Kahn's products in 2001 to the commissaries we currently
service amounted to approximately $950,000. We have been advised by Chattem, and
verified with DeCA, that sales of Chattem's line of products in 2001 to the
commissaries we currently service amounted to approximately $200,000. However,
there can be no assurance that our annual sales of these products will reach
such amounts, and the amount of our actual sales of Hillshire Farm and Kahn's
Products and Chattem products may differ materially from the amounts sold by
Sara Lee Foods-USA and Chattem, respectively, in 2001.
Management believes our long-term success will be dependent in large part
on our ability to add additional product offerings to enable us to increase our
sales and revenues. However, we believe our ability to add additional product
offerings is dependent on our ability to obtain additional capital to fund new
business development and increased sales and marketing efforts. We are
currently in discussions with a number of other manufacturers and suppliers in
an effort to reach an agreement under which we can distribute their products to
the military market. While there can be no assurance that we will do so, we
believe we will be successful in negotiating agreements with a number of such
suppliers and manufacturers.
8
To date, all of our sales revenue has been generated from customers located
in the United States.
Cost of Goods Sold. Cost of goods sold consists of our cost to acquire
products from manufacturers and suppliers for resale to commissaries. In
instances where we sell products on a commission basis, there is no cost of
goods sold because we act as an agent for the manufacturer or supplier and earn
only a commission on such sales. During the three months ended June 30, 2002,
cost of goods sold increased by $460,561, or approximately 46.2%, to $1,457,701
from $997,140 for the three months ended June 30, 2001. This increase was
attributable primarily to the addition of new products that we sell on a resale
basis. We cannot be certain as to whether or not this trend will continue;
however, in the long term we are seeking to increase the ratio of our sales on a
resale basis, as discussed above.
Gross Profit. Gross profit for the three months ended June 30, 2002
increased by $96,469, or approximately 57.5%, compared to the three months ended
June 30, 2001, from $167,742 for the three months ended June 30, 2001 to
$264,211 for the three months ended June 30, 2002. This increase was
attributable primarily to the addition of new products that we purchase for
resale to the commissaries we service.
Operating Expenses. Total operating expenses aggregated $571,875 for the
three months ended June 30, 2002 as compared to $203,575 for the three months
ended June 30, 2001, representing an increase of $368,300, or approximately
180%. The increase in total operating expenses for the three month period ended
June 30, 2002 was attributable primarily to increased professional fees of
$104,008 resulting primarily from the costs of the preparation of a registration
statement under the Securities Act of 1933 relating to a proposed offering of
equity securities; increased occupancy expense of $31,808 resulting from our
move to larger office and warehouse facilities in September 2001; and increased
general and administrative expenses of $215,179 resulting primarily from
increased premiums on health and workers' compensation insurance and the
issuance of shares of our common stock for consulting services rendered to the
Company.
Interest Expense. Interest expense of $29,051 for the three months ended
June 30, 2002 reflected an increase of $28,107 as compared to interest expense
of $986 for the three months ended June 30, 2001. The increase in interest
expense was attributable primarily to interest expense resulting from the
recognition of the beneficial conversion feature (the right to convert debt into
shares of our common stock at a discount to the fair market value of our common
stock) of $20,000 aggregate principal amount of convertible promissory notes
issued in the second quarter of 2002.
Net Loss. For the reasons discussed above, we incurred a net loss of
$336,715 for the three months ended June 30, 2002 as compared to a net loss of
$36,819 for the three months ended June 30, 2001.
9
SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30, 2001
Revenue. Total revenue for the six months ended June 30, 2002 of $3,139,170
reflected an increase of $883,881, or approximately 39.2%, compared to total
revenue of $2,255,289 for the six months ended June 30, 2001. Resale revenue for
the six months ended June 30, 2001 of $3,015,024 reflected an increase of
$941,648, or approximately 45.4%, compared to resale revenue of $2,073,376 for
the six months ended June 30, 2001. For the six months ended June 30, 2002,
approximately 71.9% of our gross profit was derived from sales involving resale
revenue compared to approximately 36.6% for the six months ended June 30, 2001.
These increases were attributable primarily to the addition of the new products
we began offering during the 2001 period, as discussed above, as well as the
implementation of our long term strategy to increase the ratio of sales on a
resale basis rather than a commission basis.
Commission revenues for the six months ended June 30, 2002 of $124,146
reflected a decrease of $57,767, or approximately 31.8%, compared to commission
revenues of $181,913 for the six months ended June 30, 2001. For the six months
ended June 30, 2002, approximately 28.1% of our gross profit was derived from
sales involving commission revenues as compared to approximately 63.4% for the
six months ended June 30, 2001. These decreases were attributable primarily
to the implementation of our long-term strategy discussed above.
Cost of Goods Sold. During the six months ended June 30, 2002, cost of
goods sold increased by approximately $728,064, or approximately 37.0%, to
$2,696,622 from $1,968,558 for the six months ended June 30, 2001. This
increase was attributable primarily to the addition of new products that we sell
on a resale basis.
Gross Profit. Gross profit for the six months ended June 30, 2002
increased by approximately $155,817, or approximately 54.3%, compared to the six
months ended June 30, 2001, from $286,731 for the six months ended June 30, 2001
to $442,548 for the six months ended June 30, 2002. This increase was
attributable primarily to addition of new products that we purchase for resale
to commissaries we service.
Operating Expenses. Total operating expenses aggregated $932,982 for the
six months ended June 30, 2002 as compared to $418,721 for the six months ended
June 30, 2001, representing an increase of $514,261, or approximately 120%. The
increase in total operating expenses was attributable primarily to increased
professional fees of approximately $189,238 resulting primarily from the costs
of the preparation of the registration statement under the Securities Act of
1933 relating to a proposed offering of equity securities; increased occupancy
expense of $60,757 resulting from our move to larger office and warehouse
facilities in September 2001; and increased general and administrative expenses
of $256,653 resulting primarily from increased premiums on health workers'
compensation insurance and the issuance of shares of our common stock for
consulting services rendered to the Company.
Interest Expense. Interest expense of $240,263 for the six months ended
June 30, 2002 reflected an increase of $238,012 as compared to interest expense
of $2,251 for the six months ended June 30, 2001. The increase in interest
expense was attributable primarily to interest expense resulting from the
recognition of the beneficial conversion feature (the right to convert debt into
10
shares of our common stock at a discount to the fair market value of our common
stock) of $225,000 aggregate principal amount of convertible promissory notes
issued in the six months ended June 30, 2002.
Net Loss. Primarily as a result of the increased operating and interest
expenses discussed above, we incurred a net loss of $730,655 for the six months
ended June 30, 2002 as compared to a net loss of $134,241 for the six months
ended June 30, 2001.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2002, we had a cash balance of approximately $6,000. Our
principal source of liquidity has been borrowings. Since November 2001, we have
funded our operations primarily from borrowings of approximately $410,000. In
the fourth quarter of 2001 and the first and second quarters of 2002, we issued
$260,000 aggregate principal amount of convertible promissory notes (the "9%
Convertible Notes") that mature on December 31, 2002 and bear interest at the
rate of 8% per annum prior to June 30, 2002 and 9% per annum thereafter. In
April 2002, $150,000 aggregate principal amount of 9% Convertible Notes (and
$2,380 accrued interest thereon) was converted by the holders into an aggregate
of 1,993,573 shares of our common stock. The remaining 9% Convertible Notes are
convertible at any time and from time to time by the noteholders into a maximum
of 1,153,900 shares of our common stock (subject to certain anti-dilution
adjustments) if the 9% Convertible Notes are not in default, or a maximum of
2,307,800 shares of our common stock (subject to certain anti-dilution
adjustments) if an event of default has occurred in respect of such notes. The
terms of the 9% Convertible Notes require us to register under the Securities
Act of 1933 the shares our common stock issuable upon conversion of the 9%
Convertible Notes not later than December 31, 2002.
In the third quarter of 2002, we issued $105,000 aggregate principal amount
of convertible promissory notes (the "8% Convertible Notes") that mature on
either June 30, 2003 or July 30, 2003 and bear interest at the rate of 8% per
annum. The 8% Convertible Notes are convertible at any time and from time to
time by the noteholders into a maximum of 489,667 shares of our common stock
(subject to certain anti-dilution adjustments). The terms of the 8% Convertible
Notes require us to register under the Securities Act of 1933 the shares of our
common stock issuable upon conversion of the 8% Convertible Notes not later than
December 31, 2002.
Our current cash levels, together with the cash flows we generate from
operating activities, are not sufficient to enable us to execute our business
strategy. As a result, we intend to seek additional capital through the sale of
up to 5,000,000 shares of our common stock. In December 2001, we filed with the
Securities and Exchange Commission a registration statement relating to such
shares. Such registration statement has not yet been declared effective, and
there can be no assurance that the Securities and Exchange Commission will
declare such registration statement effective in the near future, if at all. In
the interim, we intend to fund our operations based on our cash position and the
near term cash flow generated from operations, as well as additional borrowings.
In the event we sell only a nominal number of shares (i.e. 500,000 shares) in
11
our proposed offering, we believe that the net proceeds of such sale, together
with anticipated revenues from sales of our products, will satisfy our capital
requirements for at least the next 12 months. However, we would require
additional capital to realize our strategic plan to expand distribution
capabilities and product offerings. These conditions raise substantial doubt
about our ability to continue as a going concern. Our actual financial results
may differ materially from the stated plan of operations.
Assuming that we receive a nominal amount of proceeds from our proposed
offering of common stock, we expect capital expenditures to be approximately
$200,000 during the next twelve months, primarily for the acquisition of an
inventory control system. It is expected that our principal uses of cash will
be to provide working capital, to finance capital expenditures, to repay
indebtedness and for other general corporate purposes, including sales and
marketing and new business development. The amount of spending for any
particular purpose is dependent upon the total cash available to us and the
success of our offering of common stock.
At June 30, 2002, we had liquid assets of $529,076, consisting of cash and
accounts receivable derived from operations, and other current assets of
$336,367, consisting primarily of inventory of products for sale and/or
distribution. Long term assets of $166,690 consisted primarily of warehouse
equipment used in operations.
Current liabilities of $1,638,116 at June 30, 2002 consisted of
approximately $1,108,770 of accounts payable and $339,755 for the current
portion of capitalized leases and notes payable, of which approximately $210,000
was payable to our officers or our other affiliates.
Our working capital deficit was $772,673 as of June 30, 2002 for the
reasons described above.
During the six months ended June 30, 2002, we used cash of $69,894 in
operating activities primarily as a result of the net loss incurred during this
period.
During the six months ended June 30, 2002, we used net cash of $1,912 in
investing activities, all of which was used for capital expenditures.
Financing activities, consisting primarily of short-term borrowings,
provided net cash of $77,885 during the six months ended June 30, 2002.
Subsequent to June 30, 2002, we borrowed an additional $105,000 pursuant to the
issuance of 8% Convertible Notes.
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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 on
its behalf by the undersigned thereunto duly authorized, in Colorado Springs,
Colorado on November 4, 2002.
MILITARY RESALE GROUP, INC.
By: /s/ Ethan D. Hokit
------------------------------
Name: Ethan D. Hokit
Title: President (Principal Accounting
Officer and Principal Financial
Officer)
13
------
Certification of Principal Executive Officer
--------------------------------------------
Pursuant to 18 U.S.C. 1350
(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)
I, Edward T. Whelan, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Military Resale
Group, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
By: /s/ Edward T. Whelan
----------------------------------
Name: Edward T. Whelan
Title: Chief Executive Officer
November 4, 2002
14
Certification of Principal Financial Officer
Pursuant to 18 U.S.C. 1350
(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)
I, Ethan D. Hokit, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Military Resale
Group, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
By: /s/ Ethan D. Hokit
---------------------------------
Name: Ethan D. Hokit
Title: Chief Financial Officer
November 4, 2002
15