U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-QSB
(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 Securities Exchange
Act of 1934 for the transition period from____________________ to
______________________.
Commission File No: 33-9640-LA
LOGISTICS MANAGEMENT RESOURCES, INC.
(formerly U.S. Trucking, Inc.)
(Name of small business in its charter)
Colorado 68-0133692
(State or other jurisdiction of incorporation) (IRS Employer Id. No.)
10602 Timberwood Circle, Suite 9
Louisville, KY 40223
(Address of Principal Office including Zip Code)
Issuer's telephone Number: (502) 339-4000
Applicable only to issuers involved in bankruptcy proceedings during the past
five years:
Check whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
after the distribution of securities under a plan confirmed by a court.
Yes[ ] No [ ]
Applicable only to corporate issuers:
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
Common Stock, no par value, 43,250,465 shares at April 30, 2002.
Transitional Small Business Disclosure Format (Check one): Yes[ ] NO[X]
LOGISTICS MANAGEMENT RESOURCES, INC.
(Formerly U.S. Trucking, Inc.)
Form 10-QSB - Quarter Ended March 31, 2002
INDEX
Page
PART I FINANCIAL INFORMATION...............................................................2
Item 1. Financial Statements.......................................................2
Condensed Balance Sheet at March 31, 2002 .................................3
Condensed Statements of Operations for the Three Months Ended
March 31, 2002 and March 31, 2001.......................................4
Condensed Statements of Cash Flows for the Three Months Ended
March 31, 2002 and March 31, 2001.......................................5
Notes to Condensed Financial Statements....................................6
Item 2. Management's Discussion and Analysis.......................................6
PART II OTHER INFORMATION...................................................................8
Item 1. Legal Proceedings..........................................................8
Item 2. Changes in Securities......................................................8
Item 3. Defaults Upon Senior Securities............................................8
Item 4. Submission of Matters to a Vote of Security Holders........................8
Item 5. Other Information..........................................................8
Item 6. Exhibits and Reports on Form 8-K...........................................8
SIGNATURE PAGE.............................................................8
EXHIBITS.....................................................................................9
--------------------
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited condensed financial statements of registrant as of March
31, 2002 and for the three months ended March 31, 2002 and March 31, 2001
follow. The condensed financial statements reflect all adjustments that are, in
the opinion of management, necessary to a fair statement of the results for the
interim periods presented.
2
Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Condensed Balance Sheet
March 31, 2002
---------------
Assets
Current Assets
Equipment, net of accumulated depreciation $ 6,253
------------
Total Assets 6,253
============
Liabilities and Stockholders' Equity
Current Liabilities
Accrued expenses 264,825
Accrued interest 5,609,010
Due to related party 782,995
Loans Payable 2,584,015
Convertible debentures 5,198,460
Net liabilities of discontinued operations 16,960,504
------------
Total Current Liabilities 31,399,809
------------
Stockholders' Equity (Impairment)
Preferred stock, no par value; (10,000,000 shares authorized)
Series A (99,000 shares outstanding) 132
Series B (2,000 shares outstanding) 2,000,000
Series C (50,000 shares outstanding) 15,000
Series D (950 shares outstanding) 950,000
Series E (2,300 shares outstanding) 2,300,000
Common stock, no par value; 75,000,000 shares authorized,
31,714,467 shares issued and outstanding -
Treasury stock (68,401)
Additional paid-in capital 14,781,602
Accumulated (deficit) (51,371,889)
------------
Total Stockholders' Equity (Impairment) (31,393,556)
------------
Total Liabilities and Stockholders' Equity $ 6,253
============
See notes to the condensed financial statements.
3
Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Condensed Statements of Operations
Three Months Three Months
Ended Ended
March 31, 2002 March 31, 2001
--------------- ---------------
Continuing Operations:
Net Revenue $ - $ -
------------ ------------
Operating Expenses
Depreciation 443 -
Interest expense 612,335 627,591
Administrative expenses 9,160 59,057
------------ ------------
Total Operating Expenses 621,938 686,648
------------ ------------
Operating (Loss) before Discontinued Operations (621,938) (686,648)
------------ ------------
Discontinued Operations:
Estimated (loss) on disposal of discontinued operations, including
provision for operating (loss), (net of income tax benefit of $0 and $0,
respectively) - (332,633)
------------ ------------
Net (Loss) $ (621,938) (1,019,281)
============ ============
Earnings (Loss) Per Common Share
(Loss) from continuing operations $ (0.02) $ (0.04)
(Loss) from discontinued operations - (0.02)
------------ ------------
Basic and diluted earnings per share $ (0.02) $ (0.06)
============ ============
Weighted Average Number of Common Shares Outstanding 43,250,465 16,347,306
============ ============
See notes to the condensed financial statements.
4
Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Condensed Statements of Cash Flows
Three Months
Three Months Ended
Ended March 31,
March 31, 2002 2001
--------------- --------------
Cash Flows From Operating Activities
Continuing Operations
Loss before income taxes $ (621,938) $ (686,648)
Adjustments to Reconcile Net Loss to Net Cash Used By
Operating Activities
Depreciation and amortization expense 443 -
Increase in Liabilities
Accrued expenses 59,057
Accrued interest 612,335 627,591
--------------- --------------
Net Cash Used in Continuing Operations (9,160) -
--------------- --------------
Discontinued Operations
Loss before income taxes - (332,633)
Adjustments to Reconcile Net Loss to Net Cash Used By
Operating Activities
Increase in net liability of discontinued operations - 332,633
--------------- --------------
Net Cash Used in Discontinued Operations 0 -
--------------- --------------
Net Cash Used in Operating Activities (9,160) -
--------------- --------------
Cash Flows from Financing Activities
Net proceeds from related parties $ 9,160 $ -
--------------- --------------
Net Cash Provided By Investing Activities 9,160 0
--------------- --------------
Net Increase (Decrease) in Cash - -
Cash at beginning of period - -
--------------- --------------
Cash at end of period $ - $ -
=============== ==============
See notes to the condensed financial statements.
5
Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Condensed Financial Statements
BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Item 310 of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2002 and 2001 are not
necessarily indicative of the results that may be expected for the years ended
December 31, 2002 and 2001. The unaudited condensed financial statements should
be read in conjunction with the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-KSB for the year
ended December 31, 2001.
FINANCIAL STATEMENT PRESENTATION
Certain amounts in the 2001 financial statements have been reclassified to
conform to the 2002 presentation.
Subsequent Event
As reported on Form 8-K dated filed April 1, 2002, the Company consummated the
acquisition of Interstate University, Inc ("Interstate"). The acquisition was
effectuated through the purchase of 99% of Interstate's issued and outstanding
common stock from Midwest Merger Management, LLC, a Kentucky limited liability
company ("Midwest"). The purchase price of $200,000 was transferred by
promissory note, payable over five years, commencing on the first anniversary
date of the closing, with interest at the rate of 4% per annum, secured by a
pledge of the Shares. Midwest also has the right, upon default of the Company,
to return all payments made toward the purchase, with interest, and retain the
Shares. As additional consideration, Interstate will receive earn-out payments
equal to 10% of Interstate's net income through December 31, 2006. Also, Midwest
retains ownership of preferred stock which carry no economic rights, but control
the election of Interstate's Board of Directors.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion contains forward-looking statements regarding
us, our business, prospects and results of operations that are subject to
certain risks and uncertainties posed by many factors and events that could
cause our actual business, prospects and results of operations to differ
materially from those that may be anticipated by such forward-looking
statements. Factors that may affect such forward-looking statements include,
without limitation, our ability to successfully develop new products for new
markets; the impact of competition on our revenues, changes in law or regulatory
requirements that adversely affect or preclude customers from using our products
for certain applications, delays in our introduction of new products or
services, and failure by us to keep pace with emerging technologies.
6
When used in this discussion, words such as "believes," "anticipates,"
"expects," "intends," and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. We undertake no obligation to revise any forward-looking statements in
order to reflect events or circumstances that may subsequently arise. Readers
are urged to carefully review and consider the various disclosures made by us in
this report and other reports filed with the Securities and Exchange Commission
that attempt to advise interested parties of the risks and factors that may
affect our business.
Three Month Periods Ended March 31, 2002 and 2001:
Revenue - Total revenue for the three months ended March 31, 2001 was $-0-
compared to $-0- for the three months ended March 31, 2002. The principle reason
for the Company having $-0- revenue is the fact that the Company has been in a
restructuring phase since placing its operating subsidiaries into bankruptcy in
November of 2000. The Company continues working through the restructure of its
debt and the mitigation of outstanding litigation's.
Operating Expenses - Operating expenses for the three months ended March 31,
2001 were $686,648 as compared to $621,938 for the three months ended March 31,
2002. The principle reason for the decrease is the elimination of all
administrative expenses not required in the restructuring of the company and the
Company's decision to freeze any additional increases of interest as related to
on going litigation with G.E. Capital Corporation.
Operating Loss before Discontinued Operations - Operating loss before
discontinued operations for the three months ended March 31, 2001 was ($686,648)
as compared to ($621,938) for the three months ended March 31, 2002. The reason
for the decrease is the non-existence of business activity in the current
quarter.
Discontinued Operations - The Company had losses from discontinued operations
for the three months ended March 31, 2001 of ($332,633) as compared to a loss
from discontinued operations for the three months ended March 31, 2002 of
($-0-). The reason for the decrease is the non-existence of expenses
attributable to the Company's previously discontinued operations in the current
quarter.
Net Loss - The Company had net a loss of ($1,019,281) for the three months ended
March 31, 2001 as compared to a net loss of ($621,938) for the three months
ended March 31, 2002. The decrease in the net loss is attributable to the
non-existence of business activity in the current quarter, the non-existence of
expenses attributable to the Company's previously discontinued operations and
the elimination of all administrative expenses not required in the Company's
restructuring efforts.
Liquidity and Capital Resources - The Company's present operations are limited;
consisting primarily of efforts to mitigate or otherwise resolve, through
litigation, negotiation, or settlement, its material liabilities. Future
operations are dependent upon the Company's success in resolving its existing
liabilities, and its access to additional sources of capital sufficient to allow
it to acquire or merge with another business operation. There can be no
assurance that the Company will be successful in these efforts.
7
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS -
We are a party to the certain matters as set forth and included in the
Company's annual report on Form 10-KSB for the year ended December 31, 2001. The
following claims occurred during the transition period:
First Insurance Funding Corporation, filed suit against the Company in
Circuit Court of Cook County Illinois on February 19, 2002 in connection with a
settlement the Company had allegedly entered into with respect to payments
allegedly owed First Insurance by the Company and certain other parties in an
insurance premium finance arrangement. The amount claimed due under the
promissory note entered into in connection with the agreement is $123,000. The
Company is evaluating the claims and has not filed an answer.
On March 20, 2002, Boutine Capital II, LLC ("Boutine"), filed a
third-party complaint against the Company, Dan L. Pixler, its President, Chief
Executive Officer and Director and Anthony Huff, a shareholder of the Company.
Boutine alleges the parties owe the sum of $200,000, plus interest, from an
allegedly unpaid financing agreement. The action is still in its pleading stages
and the Company has not yet been required to file an answer to the complaint.
ITEM 2. CHANGES IN SECURITIES - None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.
ITEM 5. OTHER INFORMATION - None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
(a) Exhibits: A Letter on Unaudited Interim Financial Information
(b) Reports Form 8-K dated April 16, 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LOGISTICS MANAGEMENT RESOURCES, INC.
Date: May 15, 2002
/s/ Danny L. Pixler
----------------------
Danny L. Pixler, President, C.E.O. and Director
8
Exhibit A
To the Board of Directors and Stockholders of
Logistics Management Resources, Inc. and Subsidiary
We have reviewed the accompanying consolidated balance sheet of Logistics
Management Resources, Inc. and Subsidiary as of March 31, 2002 and the related
consolidated statements of operations and consolidated cash flows for the three
months ended March 31, 2002 and 2001. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquires of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements in order for them
to be in conformity with generally accepted accounting principles.
/s/ Rosenberg, Rich, Baker, Berman & Company
May 8, 2002
Bridgewater, New Jersey
9