U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended Dec 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________________ to ______________
Commission file number: 1-14219
Stelax Industries Ltd.
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(Exact name of small business issuer as specified in its charter)
British Columbia None
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
5515 Meadow Crest Drive, Dallas, Texas. 75229
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(Address of principal executive offices) (Zip Code)
(972) 233-6041
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(Registrant's telephone number)
4004 Beltline Road, Suite 107, Dallas TX 75244
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(Former name, former address and former fiscal year, if changed since last
report)
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 _ No_X__
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer (Check one):
Large accelerated filer Accelerated filer Non-accelerated filer X
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No ____
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of December 31, 2003: 49,541,319.
STELAX INDUSTRIES LTD
CONSOLIDATED BALANCE SHEETS
(Presented in United States dollars)
ASSETS
December 31, March 31,
2003 2003
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Unaudited
CURRENT ASSETS
Cash and cash equivalents $ (418) $ 2,817
Receivable from related parties - 3,000
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Total Current Assets (418) 5,817
PREPAID LOANS - Interest 32,966 67,877
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TOTAL ASSETS $ 32,548 $ 73,694
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LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 427,730 $ 390,230
Payable to related parties 682,079 682,079
Accrued interest 1,017,038 766,513
Note payable 3,645,833 3,645,833
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TOTAL CURRENT LIABILITIES 5,772,680 5,484,655
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STOCKHOLDERS' DEFICIT
Common stock - 50,000,000 Shares
Authorized, No Stated Par Value;
Issued and Outstanding 49,291,319 and
49,541,319,038 Shares at March 31,
2003 and December 31, 2003, respectively 26,348,674 26,348,674
Additional Paid-In Capital 477,060 477,060
Accumulated Deficit (32,565,866) (32,236,695)
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TOTAL STOCKHOLDERS' DEFICIT (5,740,132) (5,410,961)
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TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 32,548 $ 73,694
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The accompanying notes are an
integral part of these consolidated financial statements
F-1
STELAX INDUSTRIES LTD
CONSOLIDATED STATEMENTS OF OPERATIONS
(Presented in United States dollars)
Three Months Ended Nine Months Ended
December 31, December 31,
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2003 2002 2003 2002
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SELLING, GENERAL &
ADMINISTRATIVE EXPENSES $ 12,590 $ 180,720 $ 43,735 $ 897,446
----------- ----------- ----------- -------------
LOSS FROM OPERATIONS (12,590) (180,720) (43,735) (897,446)
OTHER (EXPENSE)
Interest Expense (95,449) (91,812) (285,436) (279,904)
----------- ----------- ----------- -------------
NET LOSS $ (108,039) $ (272,532) $ (329,171) $ (1,177,350)
=========== =========== =========== =============
Weighted Average Shares of Common
Stock - Basic and Diluted 44,446,718 43,184,775 44,446,718 43,184,775
========== ========== ========== ==========
NET LOSS PER SHARE
Basic and Diluted $ (0.00) $ (0.01) $ (0.01) $ (0.03)
=========== =========== =========== =============
The accompanying notes are an
integral part of these consolidated financial statements
F-2
STELAX INDUSTRIES LTD
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Presented in United States dollars)
Nine Months Ended December 31,
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2003 2002
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CASH FLOW FROM OPERATING ACTIVITIES
Net Loss $ (329,171) $ (1,177,350)
Adjustments to Reconcile Net Loss
to Net Cash Used by Operating Activities:
Stock Based Interest Expense 34,911 -
Changes in Operating Assets and Liabilities
Accounts Payable and Accruals 288,025 16,909
Inventory - 92,247
Payable to Related Parties 3,000 -
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NET CASH USED BY
OPERATING ACTIVITIES (3,235) (1,068,194)
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CASH FLOW FROM FINANCING ACTIVITIES
Net Proceeds From Common Stock Issuance - 1,066,958
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NET CASH USED BY
FINANCING ACTIVITIES - 1,066,958
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NET (DECREASE) IN CASH AND
CASH EQUIVALENTS (3,235) (1,236)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 2,817 4,102
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CASH AND CASH EQUIVALENTS
AT END OF YEAR $ (418) $ 2,866
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SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Interest Paid $ - $ -
========== ============
Income Taxes Paid $ - $ -
========== ============
The accompanying notes are an
integral part of these consolidated financial statements
F-3
STELAX INDUSTRIES LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Presented in United States Dollars)
Unaudited
December 31, 2003
(1) INTERIM FINANCIAL STATEMENTS
In the opinion of management, the interim financial statements reflect all
adjustments necessary to a fair statement of the results for the interim periods
presented. The results for the nine months ended December 31, 2003 are not
necessarily indicative of results to be expected for the entire year. These
financial statements, notes and analyses should be read in conjunction with the
Company's annual financials for the fiscal year ended March 31, 2003.
(2) LOSS PER SHARE
Loss per share was based on the weighted average number of common shares of
49,491,319 and 45,340,168 outstanding during the nine month period ended
December 31, 2003 and 2002, respectively.
(3) RELATED PARTY TRANSACTIONS
As of December 31, 2003 funds are owed by the Company totaling $ 682,079 to the
President of the Company and his affiliates. As of December 31, 2002, funds owed
by the Company totaled $ 1,152,064 to the President of the Company and his
affiliates.
As of December 31, 2003, the Company owed the President of the Company $
586,645. As of March 31, 2003, the Company owed the President of the Company $
682,079.
F-4
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Forward-Looking Information
The Management's Discussion and Analysis of Financial Condition and Results of
Operations and other sections of the Form 10-Q contain forward-looking
information. The forward-looking information involves risks and uncertainties
that are based on current expectations, estimates, and projections about the
Company's business, management's beliefs and assumptions made by management.
Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks",
"estimates", and variations of such words and similar expressions are intended
to identify such forward-looking information. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in such
forward-looking information due to numerous factors, including, but not limited
to, availability of financing for operations, successful performance of internal
operations, impact of competition and other risks detailed below as well as
those discussed elsewhere in this Form 10-QSB and from time to time in the
Company's Securities and Exchange Commission filings and reports. In addition,
general economic and market conditions and growth rates could affect such
statements.
General
The Company's operations ceased in March 2002 when its operating subsidiary,
Stelax (UK), Ltd., was placed into receivership following default on a loan held
by Wells Fargo Business Credit, Inc. Because ownership of the subsidiary passed
to the receiver at that time, Stelax (UK), Ltd. ceased to be consolidated with
our financial statements. Nonetheless, July 2002 Wells Fargo Business Credit,
Inc. obtained a judgment against the Company in the United District Court for
the Southern District of New York. The judgment is carried on our balance sheet
for the amount of $3,645,833 plus interest which accrues daily. Accordingly,
with no operations we have no revenue, and our expenses consist of accrued
interest and professional fees necessary for our filings with regulatory
agencies, expenses that have been funded by principals of the Company and their
affiliates.
For the fiscal years ended March 31, 1999, and March 31, 2000, the Company
developed the market for its Nuovinox product, a product that clads rebar with
stainless steel. Much of this product development involved extensive testing to
determine the product's utility for use in highways and bridges. This testing
occurred principally in the United States for federal and state transportation
authorities. By March 31, 2000, this testing process was completed sufficiently
to commence sales, and the Company's assets were, at that time, unencumbered.
In July 2000, the Company's United States subsidiary entered into a loan and
security agreement with Banc of America Commercial Finance Corporation (the
"Loan Agreement") whereby the Company obtained a term loan as well as a
revolving credit and credit accommodation. The maximum amount that could be
borrowed under the Loan Agreement is $5,750,000.
The Company shipped some product prior to entering into the Loan Agreement, but
the proceeds of the Loan Agreement were used to refine production processes so
that the Company could begin volume productions.
The Registrant's U.K. subsidiary commenced quantity production in the quarter
ended June 2001 but was unable to increase production for sufficiently large
volumes to obtain profitability or service debt, and in March 2002 the
Registrant's U.K. subsidiary was placed into receivership and the receiver
acquired control of the assets of the U.K. subsidiary.
In June 2003 an affiliate of the Registrant Company, through an intermediary
company (Timaran Ltd.), made a contract with the Receiver to purchase all of the
Stelax (U.K.) assets held by the Receiver. Timaran Ltd. started recommissioning
and operating the Aberneath Facility. In August 2004 Timaran completed the
purchase of the U.K. assets from the Receiver. Timaran has assigned all its
rights and interest to Stelax International Ltd., a private company unassociated
with Stelax Industries Ltd.
Quarter and nine months ended December 31, 2003, compared to quarter and nine
months ended December 31, 2002
There was no revenue in the periods reported due to the Company's U.K.
subsidiary, the Company's only operating entity, being transferred to a receiver
in March 2002.
The Company's losses in the nine month and three month periods arise from
interest on the indebtedness to or judgment in favor of Wells Fargo Business
Credit, Inc. The balance of the expenses for each period relate to expenses
required for regulatory requirements which have been funded by principals of the
Company.
Liquidity and Capital Resources
With the judgment against the Company obtained by Wells Fargo Business Credit,
Inc. plus interest exceeding $4,000,000, the Company is unable to place any
assets in the Company because they would be subject to garnishment. Accordingly,
the Company has no operational capability.
During the respective periods, the Company's limited financial requirements were
funded by private loans from former affiliates of the Company.
DECONSOLIDATION OF STELAX (U.K.)
Under generally accepted accounting principles consolidation is generally
required for investments of more than 50% of the outstanding voting stock of an
investee except when control is not held by the majority owner. Under these
principles, bankruptcy represents a condition which can preclude consolidation
as control rests with the bankruptcy court, rather than the majority owner.
March 7, 2002 an Administrative Receiver was appointed to Stelax (U.K.) pursuant
to a debenture instrument executed over the whole of the assets of the company
in favour of Bank of America Finance Corporation dated June 30 2000 and assigned
to Wells Fargo Business Credit Inc on April 20 2001. Accordingly from March
7,2002 control rests with the Receiver not Stelax Industries.
The results of Stelax (U.K.) have been consolidated up to March 7, 2002
thereafter Stelax (U.K) has been reported using the cost method. At March 7,2002
Stelax (U.K.) had net assets of $7,111,166 principally consisting of plant and
equipment at the Aberneath facility in South Wales, United Kingdom. However
Stelax Industries does not expect to recover any monies from the Receiver in
respect of this investment. This investment has therefore been written off, and
a loss of $7,111,166 has been recorded in the income statement for the year to
March 31,2002.
Inflation
The Company's operations may be impacted by the effects of inflation and
changing prices as increased prices may reduce the demand for steel products.
Additionally, the price of nickel has direct impact on the Company as nickel is
an integral component to the price of the stainless steel utilized in Nuovinox.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company does not engage in any hedging activities. In particular, the
Company does not hedge its sales for currency fluctuations, and, accordingly,
does not acquire market risk sensitive instruments. Over the last two fiscal
years, market risks have been negligible because of the small amount of
operations in which the Company has engaged.
The Company's primary market risk is anticipated to be a currency exchange rate
risk and the Company does not, at the present time, anticipate engaging in
management of that risk. For the next fiscal year, the Company's operations will
be principally conducted in the United Kingdom with sales anticipated in the
United States and Canada. In addition to currency market risk resulting from
trade accounts receivable, the Company's loan with Bank of America is
denominated in U.S. Dollars. The amounts available to the Company under the Bank
of America loan agreement are principally based upon assets located in the
United Kingdom, and a large increase in the value of the Dollar relative to the
Pound could diminish the amounts that could be available under that loan
agreement. A significant increase in the Pound relative to Dollar would make
United States trade receivables worth less in the United Kingdom, decreasing
profit margins for products produced in the United Kingdom and sold in the
United States.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Securities
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to the
Company's management, including its President who acts as our Chief Financial
Officer to allow timely decisions regarding required disclosure. During the
90-day period prior to the date of this report, an evaluation was performed
under the supervision and with the participation of the Company's management,
including the Chief Executive Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based upon that
evaluation, the Chief Executive Officer concluded that the Company's disclosure
controls and procedures were effective. There have been no significant changes
in the Company's internal controls or in other factors that could significantly
affect these controls, and no corrective actions taken with regard to
significant deficiencies or material weaknesses in such controls, subsequent to
the date of our most recent evaluation of internal controls.
PART - II
Item 1. Legal Proceedings.
In March 2002 Stelax (U.K.) was placed into administrative receivership by a
loan creditor, Wells Fargo Business Credit, Inc. which was exercising powers and
remedies available to it by law and a Loan and Security Agreement, originally
made on June 30, 2000, with Banc of America Commercial Finance Corporation and
subsequently assigned on April 20, 2001 by Banc of America Finance Corporation
to Wells Fargo Business Credit, Inc. Simultaneously with the original execution
of the Loan and Security Agreement, Stelax Industries, Ltd., the registrant,
executed a guarantee of the Loan and Security Agreement, and the guarantee was
also assigned to Wells Fargo Business Credit, Inc.
When Stelax (U.K.) was placed into administrative receivership, all of the
registrant's operations effectively ceased. On March 5, 2002, Wells Fargo
Business Credit, Inc. filed a complaint in the United States District Court for
the Southern District of New York against Stelax Industries, Ltd., Stelax (U.K.)
and Stelax U.S.A., Inc. seeking damages because of failure to make payments
pursuant to the aforementioned agreements. On July 2, 2002 the court entered a
judgment against all three defendants, and on February 4, 2003, entered a
judgment of $4,041,778.27 plus $911.46 interest per day from August 22, 2002 to
January 31, 2003. Post judgment interest was also awarded calculated from
January 31, 2003.
As of the date hereof, this judgment has not been satisfied.
Item 3. Defaults Upon Senior Securities.
See Item 1 of Part II hereof.
Item 6. Exhibits and Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities exchange Act of 1934, registrant
has duly caused this report to be signed on its behalf by the undersigned.
Stelax Industries, Ltd.
Dated: April 26, 2006 /s/ Harmon S. Hardy
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Harmon S. Hardy, President and
Principal Financial Officer