SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10_KSB

 

(Mark One)

[**X**] Annual report under Section 13 or 15(d) of theSecurities Exchange Act of 1934 for the fiscal year ended **December 31, 2001**.

 

[ ] Transition report under Section 13 or 15(d) of theSecurities Exchange Act of 1934 (*No fee required*) for the transitionperiod from  _________ to ___________. 

 

           Commission file number: **000-29325****Alexandria Holdings, Inc.**
(Name of Small Business Issuer in Its Charter)

 

**Nevada**
(State or Other Jurisdiction of

Incorporation or Organization)**87-0643633**
(I.R.S. Employer

Identification No.)
 
**1403 East 900 South Salt Lake City, Utah 84105**
(Address of Principal Executive Offices) (Zip Code)

 

 
**(801) 582-9609**
(Issuer's Telephone Number, Including Area Code)

 

Securities registered under Section 12(b) of the Exchange Act:

Title of Each Class

Common Stock ($0.001 Par Value)
Name of each Exchange on Which Registered

None
Check whether the issuer: (1) filed all reports required tobe 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 suchreports), and (2) has been subject to such filing requirements for the past 90days.

Yes **X          **No
 

Check if there is no disclosure of delinquent filers inresponse to Item 405 of Regulation S-B not contained in this form, and nodisclosure will be contained, to the best of registrant's knowledge, indefinitive proxy or information statements incorporated by reference in Part IIIof this Form 10-KSB or any amendment to this Form 10-KSB [**X**].
The issuer's total revenues for the year ended December 31, 2001 was $0.

The aggregate market value of the registrant's common stock, $0.001 parvalue (the only class of coting stock), held by non-affiliates is not availablesince Alexandria Holdings, Inc has no publically traded market for its stock.

 

At December 31, 2001, the number of shares outstanding of theregistrant's Common Stock, $0.001 par value (the only class of voting stock),was 6,562,500.
** 

TABLE OF CONTENTS****PART I**Item 1.  Description of Business  Item 2.  Description of Property  Item 3.   Legal Proceedings  Item 4.   Submission of Matters to a Vote of      Security-Holders   
**PART II**
Item 5.   Market for Common Equity and Related      Stockholder Matters   Item 6.  Management's Discussion and Analysis or Plan      of Operation  Item 7.  Financial Statements  Item 8.  Changes in and Disagreements With Accountants      on  Accounting and Financial Disclosure
**   PART III**Item 9.  Directors and Executive Officers  Item 10.   Executive Compensation  Item 11.   Security Ownership of Certain Beneficial      Owners and Management  Item 12.  Certain Relationships and Related      Transactions  Item 13.  Exhibits, List and Reports on Form      8-K  Signatures   Index to Exhibits  **PART I

ITEM 1    DESCRIPTION OF BUSINESS**
Alexandria Holdings, Inc. (the "Company") was formed as a Nevadacorporation on December 7, 1999, to engage in any lawful undertaking, includingbut not limited to, transacting mergers and acquisitions. The Company has beenin the developmental stage since inception and has never engaged in anyoperational activities, other than issuing shares to its shareholders.Accordingly, the Company may be defined as a "blank check" or"shell" company whose sole purpose at this time is to identify andcomplete a merger or acquisition with a private entity.
**General

The Company seeks to identify and complete a merger or acquisition with aprivate entity whose business presents an opportunity for Company shareholders.The Company's management will review and evaluate business ventures forpossible mergers or acquisitions. The Company has not yet entered into anyagreement, nor does it have any commitment or understanding to enter into orbecome engaged in a transaction, as of the date of this filing. Further, thebusiness objectives discussed herein are extremely general and are not intendedto restrict the discretion of the Company's management.

A decision to participate in a specific business opportunity will be madebased upon a Company analysis of the quality of the prospective businessopportunity's management and personnel, asset base, the anticipatedacceptability of business' products or marketing concepts, the merit of abusiness plan, and numerous other factors which are difficult, if notimpossible, to analyze using any objective criteria.
**Selection of a Business**
The Company anticipates that potential business opportunities will bereferred from various sources, including its officers and directors,professional advisors, securities broker-dealers, venture capitalists, personsinvolved in the financial community, and others who may present unsolicitedproposals. The Company will not engage in any general solicitation oradvertising for a business opportunity, and will rely on the personal contactsof its officers and directors and their affiliates, as well as indirectassociations with other business and professional people. Management'sreliance on "word of mouth" may limit the number of potential businessopportunities identified. While it is not presently anticipated that the Companywill engage unaffiliated professional firms specializing in businessacquisitions or reorganizations, such firms may be retained if management deemsit in the best interest of the Company. Finder's fees paid to professionalacquisition firms could involve one-time cash payments, payments based on apercentage of the business opportunity's revenues or product sales volume,payments involving issuance of securities (including those of the Company), orany combination of these or other compensation arrangements. Consequently, theCompany is unable to predict the cost of utilizing such services. As of December31, 2001, there have been no discussions, agreements or understandings with anyprofessional advisors, financial consultants, broker-dealers or venturecapitalists. The Company's present intentions are to rely upon its presidentto effect those services normally provided by professional advisors or financialconsultants.

The Company will not restrict its search to any particular business,industry, or geographical location. Management reserves the right to evaluateand enter into any type of business in any location. In seeking a businessventure, the decision of management will not be controlled by an attempt to takeadvantage of any anticipated or perceived appeal of a specific industry,management group, product, or industry, but will be based on the businessobjective of seeking long-term capital appreciation. The Company may participatein a newly organized business venture or in a more established business.Participation in a new business venture entails greater risks since, in manyinstances, management of such a venture may not have a proven track record; theeventual market for such ventures product or services will likely not beestablished; and the profitability of the venture will be untested andimpossible to accurately forecast. Should the Company participate in a moreestablished venture that is experiencing financial difficulty, risks may stemfrom the Company's inability to generate sufficient funds to manage or reversethe circumstances causing such financial problems.

The analysis of new businesses will be undertaken by or under the supervisionof the Company's officers and directors. In analyzing prospective businesses,Company's management will consider, to the extent applicable, the availabletechnical, financial, and managerial resources of any given business venture.Management will also consider the nature of present and expected competition;potential advances in research and development or exploration; the potential forgrowth and expansion; the likelihood of sustaining a profit within given timeframes; the perceived public recognition or acceptance of products, services,trade or service marks; name identification; and other relevant factors. TheCompany anticipates that the results of operations of a specific businessventure may not necessarily be indicative of the potential for future earnings,which may be impacted by a change in marketing strategies, business expansion,modifying product emphasis, changing or substantially augmenting management, andother factors.

The Company will analyze all relevant factors and make a determination basedon a composite of available information, without reliance on any single factor.The period within which the Company will decide to participate in a givenbusiness venture cannot be predicted and will depend on certain factors,including the time involved in identifying businesses, the time required for theCompany to complete its analysis of such businesses, the time required toprepare appropriate documentation to effect a merger or acquisition, and othercircumstances.
**Acquisition of a Business**
The implementing of a structure that will effect any given businesstransaction, may cause the Company to become party to a merger, consolidation,purchase and sale of assets, purchase or sale of stock, or other reorganizationinvolving another corporation, joint venture, partnership or licensee. The exactstructure of the anticipated business transaction cannot yet be determined.Notwithstanding the above, the Company does not intend to participate in abusiness through the purchase of minority stock positions. In other words, theCompany does not intend to buy non-controlling interests in other businesses.Rather, its current focus is to acquire a controlling interest in a business.Upon the completion of a transaction, it is likely that the Company's presentmanagement will no longer control Company affairs. Further, a majority or all ofthe Company's present directors may, as part of the terms of a prospectivebusiness transaction, resign and be replaced by new directors without a vote ofthe Company's shareholders.

In connection with the Company's merger or acquisition of a businessventure, the present shareholders of the Company, including Ruairidh Campbell asthe company's sole officer and director, may, as a negotiated part of thetransaction, sell a portion or all of the Company's common stock held by themat a significant premium over their original investment in the Company. If theCompany's current shareholders sell their stock as part of amerger/acquisition, they may decide to sell a controlling interest (i.e., over50%) of the Company to the other entity (including such other entity'sshareholders and affiliates) that participates in the merger/acquisition. Theaffiliates of the reorganization might only buy shares from Ruairidh Campbell,or they might only buy enough shares to obtain a controlling interest in theCompany. However, there is no degree of certainty that the other entity will buyany of the Company's shares, from Ruairidh Campbell or any other shareholder.Conversely, it is possible the other entity may offer to buy out all or most ofthe shareholders's stock at prices comparable to those offered to RuairidhCampbell. It is possible that the entity may pay a higher price for sharesbelonging to insider shareholders than for shares belonging to non-insidershareholders. Although the Company's insiders have no present intention to buyshares from other insiders, it is a possibility. Management does not intend toactively negotiate for, or otherwise require the purchase of, all or any portionof its stock as a condition to, or in connection with, any proposed merger oracquisition. Although the Company's present shareholders did not acquire theirshares of common stock with a view towards any subsequent sale in connectionwith a business reorganization, it is not unusual for affiliates of the entityparticipating in the reorganization to negotiate to purchase shares held by thepresent shareholders. This is done in order to reduce the amount of shares heldby persons no longer affiliated with the Company, and thereby reduce thepotential adverse impact on the public market in the Company's common stockthat could result from substantial sales of such shares after the businessreorganization. Public investors will not receive any portion of the premiumthat may be paid in the foregoing circumstances. Furthermore, the Company'sshareholders may not be afforded an opportunity to approve or consent to anyparticular stock buy-out transaction.

In the event sales of shares by present shareholders of the Company,including officers and directors are a negotiated part of a future merger oracquisition, a conflict of interest may arise since directors will benegotiating for the merger or acquisition on behalf of the Company and for thesale of their shares for their own respective accounts. Where a businessopportunity is well suited for merger or acquisition by the Company, butaffiliates of the prospective business opportunity impose a condition thatmanagement sell their shares at a price which is unacceptable to them,management may not sacrifice their financial interest for the Company tocomplete the transaction. Where the business opportunity is not well suited, butthe price offered management for their shares is high, management may beinclined to effect the acquisition in order to realize a substantial gain ontheir shares in the Company. Management has not adopted any policy for resolvingthe foregoing potential conflicts, should they arise, and does not intend toobtain an independent appraisal to determine whether any price that may beoffered for their shares is fair. Shareholders must rely, instead, on theobligation of management to fulfill its fiduciary duty under state law to act inthe best interests of the Company and its shareholders.

Although the terms of any registration rights and the number of securities,if any, which may be registered cannot be determined at this time, it may beexpected that any registration of securities by the Company would entailsubstantial expense to the Company.

The issuance of substantial additional securities, and their potential sale,into any trading market which may develop in the Company's securities may have adepressive effect on such market.

While the actual terms of a transaction to which the Company may be a partycannot be determined at this time, it may be expected that the parties to anybusiness transaction will find it desirable to structure the merger oracquisition as a so-called "tax-free" event under sections 351 or368(a) of the Internal Revenue Code of 1986 (the "Code"). In order toobtain tax-free treatment under section 351 of the Code, it would be necessaryfor the owners of the acquired business to own 80% or more of the voting stockof the surviving entity. In such event, the shareholders of the Company wouldretain less than 20% of the issued and outstanding shares of the survivingentity. Section 368(a)(1) of the Code provides for tax-free treatment of certainbusiness reorganizations between corporate entities where one corporation ismerged with or acquires the securities or assets of another corporation.Generally, the Company expects to be the acquiring corporation in such abusiness reorganization, and the tax-free status of the transaction will notdepend on the issuance of any specific amount of the Company's votingsecurities under Section 368. The acquiring corporation will issue securities insuch an amount that the shareholders of the acquired corporation will hold 50%or more of the voting stock of the surviving entity. Consequently, there is asubstantial possibility that the shareholders of the Company immediately priorto the transaction would retain less than 50% of the issued and outstandingshares of the surviving entity. Therefore, regardless of the form of thebusiness acquisition, it may be anticipated that stockholders immediately priorto the transaction will experience a significant reduction in their percentageof ownership in the Company.

Notwithstanding the fact that the Company is technically the merging oracquiring entity in the foregoing circumstances, generally accepted accountingprinciples will ordinarily require that such transaction be accounted for as ifthe Company had been acquired by the other entity owning the business and,therefore, will not permit a write-up in the carrying value of the assets of theother company.

The manner in which the Company participates in a business will depend on thenature of the business, the respective needs and desires of the Company andother parties, the management of the business, and the relative negotiatingstrength of the Company and such other management.

The Company will participate in a business only after the negotiation andexecution of appropriate written agreements. Although the terms of suchagreements cannot be determined at this time, generally, such agreements will:require specific representations and warranties by all of the parties thereto;specify certain events of default; detail the terms of closing and theconditions which must be satisfied by each of the parties prior to such closing;outline the manner of bearing costs if the transaction is not closed; set forthremedies on default; and include miscellaneous other terms.
**Operation of Business After Acquisition**
The Company's operation following its merger or acquisition of a businesswill be dependent on the nature of the business and the interest acquired. TheCompany is unable to determine at this time whether the Company will be incontrol of the business or whether present management will be in control of theCompany following the acquisition. It may be expected that the business willpresent various risks, which cannot be predicted at the present time.
**Government Regulation**
It is impossible to anticipate government regulations, if any, to which theCompany may be subject until it has acquired an interest in a business. The useof assets to conduct a business which the Company may acquire could subject itto environmental, public health and safety, land use, trade, or othergovernmental regulations and state or local taxation. In selecting a business inwhich to acquire an interest, management will endeavor to ascertain, to theextent of the limited resources of the Company, the effects of such governmentregulation on the prospective business of the Company. In certain circumstances,however, such as the acquisition of an interest in a new or start-up businessactivity, it may not be possible to predict with any degree of accuracy theimpact of government regulation. The inability to ascertain the effect ofgovernment regulation on a prospective business activity will make theacquisition of an interest in such business a higher risk.
**Competition**
The Company will be involved in intense competition with other businessentities, many of which will have a competitive edge over the Company by virtueof their stronger financial resources and prior experience in business. There isno assurance that the Company will be successful in obtaining suitable businessopportunities.
**Employees

The Company is a development stage company and currently has no employees.Our executive officer will devote only such time to the affairs of the Companyas he deems appropriate, which is estimated to be approximately five (5) hoursper month. Management of the Company expects to use consultants, attorneys, andaccountants as necessary, and does not anticipate a need to engage any full-timeemployees as long as business needs are being identified and evaluated. The needfor employees and their availability will be addressed in connection with adecision concerning whether or not to acquire or participate in a specificbusiness venture.

**ITEM2    DESCRIPTION OF PROPERTY**

The Company currently maintains its offices at 1403 East 900 South, Salt LakeCity, Utah 84105. The office space is owned by Ruairidh Campbell, our soleofficer, director and a substantial shareholder of the Company. The Company paysno rent for the use of this address. The Company does not believe that it willneed to maintain an office at any time in the foreseeable future in order tocarry out the plan of operation described herein.

 

**ITEM 3.     LEGAL PROCEEDINGS**

The Company is currently not a party to any legal proceedings.

 

**ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

No matter was submitted during to fiscal year covered by this report to avote of security holders, therefore rendering this item inapplicable.
**PART II**
**ITEM5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERMATTERS**

 

The Company currently has no public trading market. The Company may file aForm 15c-(2)(11) in an effort to obtain a quote on the NASD over-the-counterbulletin board to create a public market. Management believes that the creationof a public trading market for the Company's securities would make the Companya more attractive acquisition or merger candidate. However, there is noguarantee that the Company will obtain a quote on the NASD over-the-counterbulletin board, or that a public market for the Company's securities willdevelop, or, if such a market does develop, that it will continue, even if aquote on the NASD over the counter bulletin board is obtained.
**Record Holders**
As of December 31, 2001, there were seventy-eight (78) shareholders of recordholding a total of 6,562,500 shares of common stock. The holders of the commonstock are entitled to one vote for each share held of record on all matterssubmitted to a vote of stockholders. Holders of the common stock have nopreemptive rights and no right to convert their common stock into any othersecurities. There are no redemption or sinking fund provisions applicable to thecommon stock.
**Dividends**
The Company has not declared any dividends since inception and does notanticipate paying any dividends in the foreseeable future. The payment ofdividends is within the discretion of the Board of Directors and will depend onthe Company's earnings, capital requirements, financial condition, and otherrelevant factors. There are no restrictions that currently limit the Company'sability to pay dividends on its common stock other than those generally imposedby applicable state law.
**ITEM6.     MANAGEMENT's DISCUSSION AND ANALYSIS OR PLAN OFOPERATION

 

Plan of Operations**
The Company's plan of operation for the coming year, as discussed above, isto identify and acquire a favorable business opportunity. The Company does notplan to limit its options to any particular industry, but will evaluate eachopportunity on its merits. Management is hopeful that being a reporting companyincreases the number of prospective business ventures that may be available tothe Company. Management believes that the Company has sufficient resources tomeet the anticipated needs of the Company's operations through at least thecalendar year ending December 31, 2002. The Company anticipates that its majorshareholders will contribute sufficient funds to satisfy the cash needs of theCompany through calendar year ending December 31, 2002. However, there can be noassurances to that effect, as the Company has no revenues and the Company'sneed for capital may change dramatically if it acquires an interest in abusiness opportunity during that period. Further, the Company has no plans toraise additional capital through private placements or public registration ofits securities until a merger or acquisition candidate is identified. Uponconsummation of a merger, the Company may decide to file the necessary andappropriate registration statements to register the affiliates' shares. Inaddition, the promoters or affiliates of blank check companies, as well as theirtransferees, are deemed to be "underwriters" of the securities issuedboth before and after any business combination.

The Company projects that its operating requirements will not exceed $5,000over the next twelve months. If no acquisition candidate is found for theCompany during this time, Ruairidh Campbell plans to loan the Company sufficientfunds to cover these costs over the next twelve months. Ruairidh Campbell willprovide his expertise in preparing the necessary documentation to keep theCompany current with its reporting requirements with the Securities &Exchange Commission and those costs will accrue on the Company's balancesheet. In the event that a merger or acquisition occurs over the next twelvemonths, the target company will be responsible for paying these costs back tothe major shareholders, or the major shareholders may waive these costsdepending on the nature of the acquisition or merger transaction.

**ITEM 7.    FINANCIAL STATEMENTS**

The Company's audited financial statements for the periods ended December31, 2001, and 2000 are attached hereto as F-1 through F-10.

 

 

 
**Alexandria Holdings, Inc**
(A Development Stage Company)

Audited Financial Statements

December 31, 2001 and 2000

 
** 

 

 

 

 

CONTENTS

 **
Independent Auditor's Report     

Balance Sheets    

Statements of Operations     

Statements of Stockholders' (Deficit) Equity     

Statements of Cash Flows 

Notes to Financial Statements
** 

 

INDEPENDENT AUDITORS' REPORT

 **
Board of Directors of

Alexandria Holdings, Inc.

 

We have audited the accompanying balance sheets of AlexandriaHoldings, Inc. (a development stage company), as of December 31, 2000 and 1999and the related statements of operations, stockholders' (deficit) equity, andcash flows for the years then ended and the cumulative amounts since inception.These financial statements are the responsibility of the Company's management.Our responsibility is to express an opinion on these financial statements basedon our audits.

We conducted our audits in accordance with auditing standardsgenerally accepted in the United States of America. Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that ouraudits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to abovepresent fairly, in all material respects, the financial position of AlexandriaHoldings, Inc. (a development stage company), as of December 31, 2001 and 2000and the results of its operations and its cash flows for the years then endedand the cumulative amounts since inception, in conformity with accountingprinciples generally accepted in the United States of America.

The accompanying financial statements have been preparedassuming that the Company will continue as a going concern. As discussed in Note2 to the financial statements, the Company's revenue generating activities arenot in place and the Company has incurred a loss. These conditions raisesubstantial doubt about its ability to continue as a going concern. Management'splans regarding those matters also are described in Note 2. The financialstatements do not include any adjustments that might result from the outcome ofthis uncertainty.

 

JONES, SIMKINS LLP

Logan, Utah

February 1, 2002

 

 

 

 

 

ALEXANDRIA HOLDINGS, INC.

(A Developmental Stage Company)

Balance Sheets

For the Years ended December 31, 2001 and 2000

Assets
2001
2000
Current Assets
Cash and cash equivalents
$
96
$
547
Total Current Assets
$
96
$
547
Liabilities and Stockholders' (Deficit) Equity
Current Liabilities
Accounts Payable
$
3,052
$
2,741
Related party payable
2,500
2,500
Total Current Liabilities
5,552
5,241
Stockholders' (deficit) equity:
Preferred stock, $.001 par value, 5,000,000 shares authorized,

no shares issued and outstanding
 

-
 

-
Common stock, $.001 par value, 45,000,000 shares authorized,        6,562,500 and 6,042,500 shares issued and outstanding, respectively
6,563
6,043
Additional paid-in capital
2,799
319
Deficit accumulated during the development stage
(14,818)
(11,056)
Total stockholders' (deficit) equity
(5,456)
(4,694)
Total liabilities and stockholders' (deficit) equity
$
96
$
547
See accompanying notes to financial statements

 

 

 

ALEXANDRIA HOLDINGS, INC.

(A Developmental Stage Company)

Statement of Operations

for the Years ended December 31, 2001 and 2000

2001
2000
CumulativeAmounts
Revenue
-
-
-
General and administrative costs
$
3,762
10,146
14,818
Loss before income taxes
(3,762)
(10,146)
(14,818)
Provision for income taxes
-
-
-
Net loss
$
(3,762)
(10,146)
(14,818)
Loss per common share - basic and diluted
$
-
-
Weighted average common shares - basic and diluted
6,497,000
5,892,000
See accompanying notes to financial statements

 

 

ALEXANDRIA HOLDINGS, INC.

(A Developmental Stage Company)

Statement of Stockholders' Equity

December 31, 1999 (date of inception) to December 31, 2001

 

 

 

 

Preferred Stock
 

 

 

Common Stock
 

 

 

Additional Paid-in
Deficit Accumulated During the Development Stage
Shares
Amount
Shares
Amount
Capital
Total
Balance at December 7, 1999

(date of inception)
 

-
$
-
-
$
-
$
-
$
-
$
-
Issuance of common stock for:
Cash
-
-
590,500
591
319
-
910
Stock subscription receivable
 

-
-
445,000
445
-
-
445
Net loss
-
-
-
-
-
(910)
(910)
Balance at December 31, 1999

1,035,500
$
1,036
$
319
$
(910)
$
445

Issuance of common stock for services
-
-
5,007,000
5,007
5,007
Net loss
-
-
-
-
-
(10,146)
(10,146)
Balance at December 31, 2000
-
$
-
6,042,500
$
6,043
$
319
$
(11,056)
$
(4,694)
Issuance of common stock for cash
520,000
520
2,480
-
3,000
Net Loss
-
-
-
-
-
(3,762)
(3,762)
Balance at December 31, 2001
-
$
-
6,562,500
6,563
2,799
(14,818)
(5,456)
 

See accompanying notes to financial statements

 

ALEXANDRIA HOLDINGS, INC.

(A Developmental Stage Company)

Statement of Cash FlowsYear Ended December 31, 2001 and 2000

 
  
 

2001 
2000 
CumulativeAmounts
Cash flows from operating activities:      
Net loss
$
(3,762)
$
(10,146)
$
(14,818)
Adjustments to reconcile net loss to net cash

used in operating activities:
Stock compensation expense
-
5,007
5,007
Increase in accounts payable
311
2,741
3,052
Net cash used in operating activities
(3,451)
(2,398)
(6,759)
Cash flows from Investing Activities
-
-
-
Cash flows from Financing Activities:
Increase in related party payable
-
2,500
2,500
Decrease in stock subscription receivable
-
445
445
Issuance of common stock
3,000
-
3,910

Net cash provided by financing activities
3,000
2,945
6,855
Net Increase in Cash
(451)
547
96
Cash, beginning of period
547
-
-
Cash, End of period
$
96
$
547
$
96
See accompanying notes to financial statements

 

ALEXANDRIA HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2001 and 2000

 

Organization

The Company was organized under the laws of the State of Nevada on December7, 1999 (date of inception). The Company proposes to seek business ventures thatwill allow for long-term growth. Further, the Company is considered adevelopment stage company as defined in SFAS No. 7 and has not, thus far,commenced planned principal operations.

For purposes of the statement of cash flows, the Company considers all highlyliquid investments with a maturity of three months or less to be cashequivalents.

Deferred income taxes are provided in amounts sufficient to give effect totemporary differences between financial and tax reporting, principally relatedto net operating loss carryforwards.

The computation of basic earnings per common share is based on the weightedaverage number of shares outstanding during the period.

The computation of diluted earnings per common share is based on the weightedaverage number of shares outstanding during the period plus the common stockequivalents which would arise from the exercise of stock options and warrantsoutstanding using the treasury stock method and the average market price pershare during the period. Common stock equivalents are not included in thediluted earnings per share calculation when their effect is antidilutive. TheCompany does not have any stock options or warrants outstanding at December 31,2001 and 2000.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts, which, at times, mayexceed federally insured limits. The Company has not experienced any losses insuch accounts and believes it is not exposed to any significant credit risk oncash and cash equivalents.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally acceptedaccounting principles requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements andthe reported amounts of revenues and expenses during the reporting period.Actual results could differ from those estimates.

Note 2 - Going Concern

As of December 31, 2001, the Company's revenue generating activities arenot in place, and the Company has incurred a loss for the year then ended. Thesefactors raise substantial doubt about the Company's ability to continue as agoing concern.

Management intends to seek additional funding through business ventures.There can be no assurance that such funds will be available to the Company, oravailable on terms acceptable to the Company.

Note 3 - Income Taxes

The difference between income taxes at statutory rates and the amountpresented in the financial statements is a result of the following:

 
Year        Ended        
December 31, 
Cumulative

Amounts
2001
2000Income tax benefit at statutory rate-2,0002,000Change in valuation allowance
-
(2,000)
(2,000)
-
-
-Deferred tax assets are as        follows at December 31:Operating loss carryforwards2,0002,000Valuation allowance
(2,000)
(2,000)
-
-
The Company has net operating loss carryforwards of approximately $15,000,which begin to expire in the year 2019. The amount of net operating losscarryforwards that can be used in any one year will be limited by significantchanges in the ownership of the Company and by the applicable tax laws which arein effect at the time such carryforwards can be utilized.

Note 4 - Supplemental Cash Flow Information

The Company paid interest of $150 and $48 during the periods ended December31, 2001 and 2000.

No amounts have been paid for income taxes since inception.

Note 5 - Fair Value of Financial Instruments

The Company's financial instruments consist of cash and payables. Thecarrying amount of cash and payables approximates fair value because of theshort-term nature of these items.

Note 6 - Stock Plan

The Company has adopted a benefit plan (the Plan). Under the Plan, theCompany may issue shares of the Company's common stock or grant options toacquire the Company's common stock from time to time to employees, directors,officers, consultants or advisors of the Company on the terms and conditions setforth in the Plan. In addition, at the discretion of the Board of Directors,stock may from time to time be granted under this Plan to other individuals,including consultants or advisors, who contribute to the success of the Companybut are not employees of the Company.

As of December 31, 2001 and 2000, no stock options had been issued under thisplan.

Note 7 - Related Party Transactions

At December 31, 2001 and 2000, the Company has a related party payable of$2,500 due to an officer of the Company. The payable is unsecured, non-interestbearing and due on demand.

Note 8 - Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board issued Statement ofFinancial Accounting Standards No. 141, Business Combinations and No. 142,Goodwill and Other Intangible Assets. The statements eliminate thepooling-of-interests method of accounting for business combinations and requirethat goodwill and certain intangible assets not be amortized. Instead, theseassets will be reviewed for impairment annually with any related lossesrecognized in earnings when incurred. The adoption of these statements is notexpected to have a material effect on the Company's financial position orresults of operations.

In June 2001, the Financial Accounting Standards Board issued Statement ofFinancial Accounting Standards No. 143, Accounting for Asset RetirementObligations (SFAS 143). This Statement requires that the fair value of aliability for an asset retirement obligation be recognized in the period inwhich it is incurred if a reasonable estimate of fair value can be made. Theassociated asset retirement costs are capitalized as part of the carrying amountof the long-lived asset. Management does not expect the adoption of SFAS 143 tohave a significant impact on the financial position or results of operations ofthe Company.

**ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS**

On November 6, 2000, Alexandria Holdings, Inc. terminated its relationshipwith Tanner + Co. ("Tanner"), the principal accountant previouslyengaged to audit the Company's financial statements. Effective November 9,2000, the Company retained Jones, Simkins, LLP ("Jones") as theprincipal accountants to replace Tanner. The Company's Board of Directorsapproved the change of accountants from Tanner to Jones.

The audit report of Tanner on the Company's financial statements for thefiscal year ending December 31, 1999 did not contain any adverse opinion ordisclaimer of opinion, nor were they qualified or modified as to uncertainty,audit scope, or accounting principles, except such reports were modified toinclude an explanatory paragraph for a going concern uncertainty.

**PART III**

**ITEM9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS**

The following individual constitutes all of the Company's executiveofficers and directors as of January 14, 2002.

Name Age Position

Ruairidh Campbell 39 President, Secretary, Treasurer, and Director

No other persons are expected to make any significant contributions to theCompany who are not executive officers or directors of the Company.

All executive officers are elected by the Board and hold office until thenext Annual Meeting of stockholders and until their successors are elected andqualify.
***Ruairidh W. Campbell, 39, graduated from the University of Texas atAustin with a Bachelor of Arts in History and then from the University of UtahCollege of Law with a Juris Doctorate with an emphasis in corporate law,including securities and taxation. He has been an officer and director ofseveral public companies that include: NovaMed, Inc., a manufacturer of medicaldevices (president and director from 1995 to present), Canadian MetalsExplorations Ltd., a Canadian mineral resource development company (presidentand director 1995 to2001), and Allied Resources Inc., a Canadian based oil andgas development company (president and director 1998 to present). Mr. Campbellis also the president and the sole director of three fully reporting shellcompanies. Mr. Campbell began his term as the Company's president and adirector on December 10, 1999.

**ITEM 10. EXECUTIVE COMPENSATION**

No cash compensation was paid to any of the Company's executive officersduring the fiscal year ended December 31, 2001. The Company, as of December 31,2001, has issued Ruairidh Campbell a total of 2,500,000 shares for his servicesto the Company valued at $2,500. The Company, as of December 31, 2001, hasissued Richard Surber a total of 2,500,000 shares for his services to theCompany valued at $2,500. Mr. Surber resigned as an officer and director of theCompany as of April 16, 2001. There is currently no policy in place thatprevents the Company from compensating Ruairidh Campbell, Richard Surber or anyfuture officer, director or affiliate, in the form of the Company's shares ofcommon stock or other non-cash compensation. The Company has no current plans tocompensate any of the aforementioned entities in this manner in the foreseeablefuture. However, the Company may agree to register the shares pursuant to anappropriate registration statement on or after the Company effects a merger oracquisition.

The Company has no agreement or understanding, express or implied, with anyofficer, director, or principal stockholder, or their affiliates or associates,regarding employment with the Company or compensation for services. The Companyhas no plan, agreement, or understanding, express or implied, with any officer,director, or principal stockholder, or their affiliates or associates, regardingthe issuance to such persons of any shares of the Company's authorized andunissued common stock. There is no understanding between the Company and any ofits present stockholders regarding the sale of a portion or all of the commonstock currently held by them in connection with any future participation by theCompany in a business. There are no other plans, understandings, or arrangementswhereby any of the Company's officers, directors, or principal stockholders,or any of their affiliates or associates, would receive funds, stock, or otherassets in connection with the Company's participation in a business. Noadvances have been made or contemplated by the Company to any of its officers,directors, or principal stockholders, or any of their affiliates or associates.

There is no policy that prevents management from adopting a plan or agreementin the future that would provide for cash or stock based compensation forservices rendered to the Company.

Upon the merger or acquisition of a business, it is possible that currentmanagement will resign and be replaced by persons associated with the businessacquired, particularly if the Company participates in a business by effecting astock exchange, merger, or consolidation as discussed under the"BUSINESS" heading above. In the event that any member of currentmanagement remains after effecting a business acquisition, that member's timecommitment and compensation will likely be adjusted based on the nature andlocation of such business and the services required, which cannot be foreseen.

SUMMARY COMPENSATION TABLE

 
**Annual Compensation**Long Term Compensation
 
**Awards**Payouts**Name and Principal Position** 

 

 

Year** 

 

Salary

($)** 

 

Bonus

($)** 

Other Annual Compensation

($)**Restricted Stock Award(s)

($)**Securities

Underlying Options

SARs

(#)** 

 

LTIP payouts

($)**All Other Compensation

($)
Ruairidh Campbell,

President/CEO and Director
2001

2000

1999
0

0

0
-

-

-
-

-

-
-

2,500,000

-
-

-

-
-

-

-
-

-

-
Richard D. Surber

former Secretary, Treasurer and Director
2001

2000

1999
0

0

0
-

-

-
-

-

-
-

2,500,000

-
-

-

-
-

-

-
-

-

-
 

Compensation of Directors

Currently there are no plans to compensate the directors ofthe Company for their services.

 

**ITEM11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

 

The following table sets forth, as of December 31, 2001, thenumber and percentage of outstanding shares of common stock which, according tothe information supplied to the Company, were beneficially owned by (i) eachcurrent director of the Company, (ii) each current executive officer of theCompany, (iii) all current directors and executive officers of the Company as agroup, and (iv) each person who, to the knowledge of the Company, is thebeneficial owner of more than 5% of the Company's outstanding common stock.Except as otherwise indicated, the persons named in the table below have solevoting and dispositive power with respect to all shares beneficially owned,subject to community property laws (where applicable).

 

**Title of Class**Name And Address of Beneficial Owner**Amount And Nature of Beneficial Ownership**Percent of Class
Common Stock
Ruairidh Campbell, President

3310 Werner Avenue

Austin, Texas 78722
3,000,000
45.7%
Common Stock
Richard Surber

268 West 400 South, Suite 300

Salt Lake City, Utah 84101
3,520,000*
53.6%
Common Stock
Kelly's Coffee Group, Inc

268 West 400 South, Suite 300

Salt Lake City, Utah 84101
520,000
7.9%
Common Stock
All Executive Officers and Directors as a Group
3,000,000
45.7%
 

* Note: Richard Surber is the president and sole director ofKelly's Coffee Group, Inc. and thus his ownership includes 3,000,000 sharesdirectly owned and an additional 520,000 beneficially owned by nature of hisrelationship with Kelly's Coffee.

 

**ITEM12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

 

On December 10, 1999, the Company issued 1,000,000 shares ofcommon stock to Ruairidh Campbell (500,000) and Richard Surber (500,000), at thetime officers and directors of the Company, at par value of $0.001, for a totalof $1,000.

 

On January 12, 2000, the Company issued 5,000,000 shares ofcommon stock to Ruairidh Campbell (2,500,000) and Richard Surber (2,500,000)valued at par ($0.001) in exchange for services rendered.

 

**ITEM 13.EXHIBITS AND REPORTS ON FORM 8-K**

(a)     Exhibits Exhibits required to beattached by Item 601 of Regulation S-B are listed inthe         Index to Exhibits on page 10of this Form 10-KSB, and are incorporated herein by this reference.

 

(b)     Reports on Form 8-K. No reports onForm 8-K were filed during the period covered by this Form 10-KSB.

 

 

**SIGNATURES**

 

In accordance with Section 12 of the Securities Exchange Act of 1934, theregistrant caused this registration statement to be signed on its behalf by theundersigned, thereunto duly authorized, this 7th day of March, 2002.

 

Alexandria Holdings, Inc.

/s/ Ruairidh Campbell

______________________________________

Name: Ruairidh Campbell

Title: President/CEO and Director

 

 

 

 

 

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INDEX TO EXHIBITS

 
Exhib. No.  Page No.  Description3(i) *Articles of Incorporation of Alexandria        Holdings, Inc.,  a Nevada  corporation, filed with the State        of Nevada on December 10,1999.3(ii)*By-laws of the Company adopted on December 7, 1999.4 *Employee Benefit Plan adopted on December 14 , 1999.
*     Incorporated by reference from Form10-SB/A-2 filed June 27, 2000.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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