Victor 10 QSB June 30, 2005
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________
FORM
10-QSB
_______________________
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934.
For
the quarterly period ended June 30, 2005
(Mark
One)
[
X
] Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of
1934
for the quarterly period ended June 30, 2005 or
[
] Transitional
Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
for
the transition period from _______________ to ________________.
____________________________________________
Commission
File No. 000-30237
|
VICTOR
INDUSTRIES, INC.
(Name
of small business issuer in its
charter)
|
_____________________________________________
Idaho
|
91-0784114
|
(State
or other Jurisidiction
of
Incorporation or Organization)
|
(IRS
Employer
Identification
Number)
|
_____________________________________________
180
South West Higgins Avenue
Missoula,
Montana
|
59803
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Issuer's
Telephone Number (406) 549-2261
|
|
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or
for such shorter period that the Company was required to file such reports),
and
(2) has been subject to such filing requirements for the past 90 days. Yes
[ X ]
No [ ].
Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Rule
12b-2 of the Exchange Act). Yes [ ] No [ X ].
State
the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of July 20, 2005, there were 229,216,913
shares of the Company's common stock issued and outstanding.
Transitional
Small Business Disclosure Format: Yes [ X ] No [
].
This
Form
10-QSB consists of 11 Pages.
TABLE
OF CONTENTS
FORM
10-QSB QUARTERLY REPORT
_________________________
VICTOR
INDUSTRIES, INC.
Section
|
Heading
|
Page
|
|
|
|
Part
I
|
Financial
Information
|
|
|
|
|
Item
1
|
Consolidated
Financial Statements
For
the Three Months Ended June 30, 2005
|
|
|
Consolidated
Balance Sheets (Unaudited)
June
30, 2005
|
F-1
|
|
Consolidated
Statements of Operations (Unaudited)
For
the Three and Six Months Ended June 30, 2005 and 2004
|
F-2 |
|
Consolidated
Statements of Cash Flows (Unaudited)
For
the Six Months Ended June 30, 2005 and 2004
|
F-3 |
|
Notes
to Financial Statements
|
F-4
to F-5 |
Item
2
|
Management's
Discussion and Analysis or Plan of
Operation
|
2 |
Item
3
|
Controls
and Procedures
|
3 |
|
|
|
Part
II
|
Other
Information
|
4 |
|
|
|
Item
1
|
Legal
Proceedings
|
4 |
Item
2
|
Changes
in Securities
|
4 |
Item
3
|
Defaults
Upon Senior Securities
|
4 |
Item
4
|
Submission
of Matters of a Vote to Security Holders
|
4 |
Item
5
|
Other
Information
|
4 |
Item
6
|
Exhibits
and Reports on Form 8-K
|
4 |
|
|
|
|
Signatures
|
5 |
|
Sarbanes-Oxley
Certifications
|
Ex.
32.1 |
ITEM
1.
VICTOR
INDUSTRIES, INC.
Consolidated
Financial Statements
For
the
Three Months Ended
June
30,
2005
(Unaudited)
________________________________
CONTENTS
________________________________
Consolidated
Balance Sheets
|
F-1 |
Consolidated
Statements of Operations
|
F-2 |
Consolidated
Statements of Cash Flows
|
F-3 |
Notes
to Financial Statements
|
F-4
to F-5 |
VICTOR
INDUSTRIES, INC.
Consolidated Balance
Sheet
June
30, 2005
(Unaudited)
ASSETS |
|
|
|
|
|
Current
Assets
|
|
|
|
Cash
|
|
|
|
|
$
|
1,999
|
|
Prepaid
expenses
|
|
|
|
|
|
13,772
|
|
Accounts
receivable
|
|
|
|
|
|
4,434
|
|
Total
current assets
|
|
|
|
|
|
20,205
|
|
Equipment,
net of accumulated depreciation
|
|
640
|
|
Total
assets
|
|
|
|
|
$
|
20,845
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
|
|
$
|
436,244
|
|
Notes
payable, related party
|
|
|
|
|
|
136,585
|
|
Liabilities
of discontinued operations
|
|
|
|
|
|
169,850
|
|
Total
current liabilities
|
|
|
|
|
|
742,679
|
|
Stockholders'
Deficit
|
|
|
|
Common
stock, $0.0001 par value, 1,000,000,000 shares authorized,
|
|
|
229,216,913
shares issued and outstanding
|
|
|
|
|
|
22,922
|
|
Common
stock issuable, 7,500,000 shares
|
|
|
|
|
|
750
|
|
Stock
subscription receivable
|
|
|
|
|
|
(54,200
|
)
|
Additional
paid-in capital
|
|
|
|
|
|
5,345,002
|
|
Accumulated
deficit
|
|
|
|
|
|
(6,036,308
|
)
|
Total
stockholders' deficit
|
|
|
|
|
|
(721,834
|
)
|
Total
liabilities and stockholders' deficit
|
|
|
|
|
$
|
20,845
|
|
|
|
|
|
|
|
|
|
See
Notes
to Consolidated Financial Statements
VICTOR
INDUSTRIES, INC.
Consolidated Statements
of Operations
For
the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
|
|
Three
Months Ended June 30, 2005
|
|
Three
Months Ended June 30, 2004
|
|
Six
Months Ended June 30, 2005
|
|
Six
Months Ended June 30, 2004
|
|
Revenues
|
|
$
|
4,385
|
|
$
|
-
|
|
$
|
4,385
|
|
$
|
-
|
|
Cost
of sales
|
|
|
1,092
|
|
|
-
|
|
|
1,092
|
|
|
-
|
|
Gross
margin
|
|
|
3,293
|
|
|
-
|
|
|
3,293
|
|
|
-
|
|
General
and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling
and administrative
|
|
|
125,509
|
|
|
97,657
|
|
|
237,388
|
|
|
264,590
|
|
Depreciation
|
|
|
760
|
|
|
760
|
|
|
1,519
|
|
|
1,519
|
|
Other
|
|
|
307
|
|
|
188
|
|
|
614
|
|
|
366
|
|
Loss
from continuing operations
|
|
|
(123,283
|
)
|
|
(98,605
|
)
|
|
(236,228
|
)
|
|
(266,475
|
)
|
Loss
from discontinued operations
|
|
|
-
|
|
|
(879
|
)
|
|
-
|
|
|
(1,732
|
)
|
Net
loss
|
|
$
|
(123,283
|
)
|
$
|
(99,484
|
)
|
$
|
(236,228
|
)
|
$
|
(268,207
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per common share (basic and fully diluted)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
Discontinued
operations
|
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
Net
loss per common share
|
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
Weighted
average number of shares outstanding
|
|
|
236,672,957
|
|
|
157,396,692
|
|
|
236,595,366
|
|
|
157,396,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
Notes
to Consolidated Financial Statements
VICTOR
INDUSTRIES, INC.
Consolidated Statements
of Cash Flows
For
the Six Months Ended June 30, 2005 and 2004
(Unaudited)
|
|
Six
Months Ended June 30, 2005
|
|
Six
Months Ended June 30, 2004
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(236,228
|
)
|
$
|
(268,207
|
)
|
Adjustments
to reconcile net loss to net cash flows
|
|
|
|
|
|
|
|
used
in operating activities
|
|
|
|
|
|
|
|
Depreciation
|
|
|
1,519
|
|
|
1,519
|
|
Common
stock issued for services
|
|
|
1,300
|
|
|
57,733
|
|
Change
in assets and liabilities
|
|
|
|
|
|
|
|
Prepaid
expenses
|
|
|
(2,816
|
)
|
|
70,000
|
|
Accounts
receivable
|
|
|
(4,434
|
)
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
156,183
|
|
|
108,931
|
|
Liabilities
of discontinued operations
|
|
|
6
|
|
|
1,403
|
|
Net
cash flows used in operating activities
|
|
|
(84,470
|
)
|
|
(28,621
|
)
|
Cash
flows from Financing Activities
|
|
|
|
|
|
|
|
Proceeds
from notes payable, related party
|
|
|
86,450
|
|
|
31,928
|
|
Net
change in cash
|
|
|
1,980
|
|
|
3,307
|
|
Cash,
beginning of period
|
|
|
19
|
|
|
106
|
|
Cash,
end of period
|
|
$
|
1,999
|
|
$
|
3,413
|
|
Supplemental
noncash investing and financing
|
|
|
|
|
|
|
|
activities
|
|
|
|
|
|
|
|
Common
stock issued for debt
|
|
$
|
-
|
|
$
|
24,000
|
|
|
|
|
|
|
|
|
|
See
Notes
to Consolidated Financial Statements
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Note
1. Summary of Significant Accounting Policies
Business
Operations
Victor
Industries, Inc. was originally organized under the laws of the State of Idaho
on January 19, 1926, under the name of Omo Mining and Leasing Corporation.
After several name changes through the years, the name was changed to Victor
Industries, Inc. on December 24, 1977. In 1993, the Company began zeolite
mining and marketing operations. Zeolite is an ammonia absorbent, air purifier,
and hazardous waste absorbent. Victor Industries, Inc. is presently refining
the
development of and marketing a fertilizer product using zeolite.
Consolidation
The
accompanying consolidated financial statements include the accounts of Victor
Industries, Inc. and its wholly owned subsidiary, New Wave Media (collectively,
the "Company"). All inter-company accounts and transactions have been
eliminated.
Interim
Period Financial Statements
The
interim period consolidated financial statements have been prepared by the
Company pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission (the "SEC"). Certain information and footnote disclosure
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to such SEC rules and regulations. The interim period
consolidated financial statements should be read together with the audited
consolidated financial statements and accompanying notes for the years ended
December 31, 2004 and 2003, included in the Company's annual reports
on
Form 10-KSB. In the opinion of the Company, the unaudited consolidated financial
statements contained herein contain all adjustments (consisting of a normal
recurring nature) necessary to present a fair statement of the results of the
interim periods presented.
The
results of operation for the three and six months ended June 30, 2005,
are
not necessarily indicative of the results to be expected for the entire year
ending December 31, 2005.
Business
Acquisition and Discontinued Operations
On
March 5,
2003,
the
Company
signed
an agreement to acquire 100% of the issued and outstanding stock of New Wave
Media Corporation, a Nevada corporation ("New Wave Media"). The acquisition
was
accounted for as a purchase transaction and accordingly the purchase price
was
allocated to assets and liabilities based on the estimated fair value as of
the
date of acquisition. The results of operations of New Wave Media have been
consolidated into the
Company
from the
date of acquisition. The excess of the consideration paid over the estimated
fair value of net assets acquired in the amount of $113,850 was recorded as
goodwill. Included in the original purchase price was 15,000,000 shares of
the
Company's common stock having an estimated fair value of $90,000. Subsequent
to
the purchase, because of uncertainty arising from the closure of the radio
station (discussed below), the
Company
exercised its option to rescind the acquisition agreement and did not issue
the
shares to affect the acquisition. Accordingly, the
Company
recorded
a $113,850 impairment of goodwill in 2003 that was included in the loss from
discontinued operations in the 2003 financial statements.
New
Wave
Media operated "The Heat" 100.3.com radio station, utilizing a Time Brokerage
Agreement, which required New Wave Media to purchase time on KFLL (FM) radio
in
Great Falls, Montana. During July and October 2003, the licensee of the time
brokerage agreement shut down the radio station claiming non-payment of the
required fees. Though management obtained a permanent injunction during the
third quarter of 2004, the case was subsequently dismissed with prejudice.
Accordingly, the operations of New Wave Media have been reflected as
discontinued operations in these consolidated financial statements. There were
no revenues from discontinued operations in the periods presented for either
2005 or 2004.
Note
2. Earnings per Share
Basic
loss per share is computed by dividing the net loss available to common
shareholders by the weighted average number of common shares outstanding in
the
period. Diluted loss per share takes into consideration common shares
outstanding (computed under basic loss per share) and potentially dilutive
common shares. There were no dilutive securities outstanding at June 30,
2005 or 2004. Common stock issuable is considered outstanding as of the original
approval date for purposes of earnings per share computations.
Note
3. Going Concern
The
accompanying consolidated financial statements have been prepared assuming
that
the Company will continue as a going concern. However, the Company has incurred
continuing operating losses and has an accumulated deficit as of June 30,
2005. The Company's ability to continue as a going concern is in substantial
doubt and is dependent upon obtaining additional financing and achieving a
sustainable profitable level of operations. The consolidated financial
statements do not include any adjustments that might result from the outcome
of
this uncertainty. The Company has met its historical working capital
requirements from sale of capital shares and loans from shareholders. However,
there can be no assurance that such financial support shall be ongoing or
available on terms or conditions acceptable to the Company.
ITEM
2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The
financial information set forth in the following discussion should be read
in
conjunction with, and qualified in its entirety by, the financial statements
of
the Company included elsewhere herein.
SECOND
QUARTER HIGHLIGHTS
As
the
second quarter of 2005 closed, the Company is focused on the details necessary
to complete the delivery of the Envirolizer product from supplier to the end
user. To the uninitiated this may sound like a simple procedure, but with
limited resources and eye on profit margins this last step has required an
unprecedented degree of cooperation from suppliers and our sod/ turf customers.
These customers had to be convinced not only of the value of the product to
their production but also the value-add that their customers would perceive
in
purchasing Envirolizer to enhance their lawns that justifies the added expense.
In
a time
where water resources are increasingly limited and expensive adding Envirolizer
to the customers’ soil helps to realize the customers' goal of a luxurious lawn
while reducing the amount and frequency of watering. Our initial customers
are
now seeing for themselves the results of using Envirolizer and that has resulted
in a demand for product that we initially could not deliver. Through continued
relationship building we believe that we have solved the problems associated
with delivering Envirolizer to the end user in the most cost efficient
manner.
As
this
is being written the components have been ordered from our suppliers to be
sent
to be mixed and bagged according to the needs of the end user. We are
anticipating that our sod/turf customers will continue to provide end user
orders and barring unforeseen problems end user sales will begin in the next
quarter.
ADDITIONAL
DISCUSSION
Victor
Industries, Inc. was originally organized under the laws of the State of Idaho
on January 19, 1926 under the name of Omo Mining and Leasing Corporation. The
Company was renamed Omo Mines Corporation on January 19, 1929. The name was
changed again on November 14, 1936 to Kaslo Mines Corporation and finally Victor
Industries, Inc. on December 24, 1977.
We
have
not recorded any significant revenue for the past two years and there is
substantial doubt about us continuing as a going concern (a "Going Concern
Warning") as expressed by our auditors in their audit report as of December
31,
2003 without funding to develop assets and profitable operations. We received
the same "Going Concern" warning from our auditors for the fiscal year ended
December 31, 2004
Our
current plans center on products related to the use of the mineral known as
zeolite. Zeolites have the unique distinction of being nature's only negatively
charged mineral. Zeolites are useful for metal and toxic chemical absorbents,
water softeners, gas absorbents, radiation absorbents and soil and fertilizer
amendments. Clinoptilolite, one type of natural zeolite, is our primary focus.
Clinoptilolite's absorption capabilities of ammonia provide a number of
applications in the agricultural industry. We are primarily focusing on two
zeolite compounds in order to produce revenue. We believe that the two primary
sources of nitrate and phosphate pollution are fertilizers and large animal
feeding operations.
ENVIROLIZER
was formulated around the use of zeolite to absorb the ammonia that is released
by animal discharge from large animal feeding operations. We will then utilize
the nutrients from the absorption process and turn it into a slow demand release
fertilizer. We believe that wide spread use of our absorption process will
significantly reduce pollution from these feeding operations while reducing
the
leaching of nitrates and phosphates into the ground water. Because of the
absorption capabilities of zeolite, we believe that our fertilizer compound
will
work effectively for up to three years, depending on the type of crop or plants
being fertilized, thereby reducing the need for multiple fertilizer applications
every year. The ENVIROLIZER fertilizer compound is expected to absorb up to
45%
of its weight in water and slowly release it when the soil begins to dry thus
reducing the irrigation cycle. We cannot give any assurances that we will be
successful in producing a marketable or profitable product.
On
September 23, 2004, the Company gained approval by the General Services
Administration (“GSA”) (which basically serves as a purchasing agent for the
United States federal government) to compete for five-year government contracts
on offer from government procurement agents. In addition we are initiating
contact with other companies who may wish to list their products on the GSA
website for which we intend to charge a percentage of sales. We also intend
to
market our proprietary compound solutions to the golf course and horticulture
industries. We cannot give any assurance that we will be able to compete or
generate sales in these markets. As of the date of the filing of this Form
10-QSB, we have generated $0 in sales from sales of products to the
GSA.
During June
2004, the Company signed a distribution agreement with Work Transition Services,
Inc. to distribute the Company products to the federal government. In addition,
the Company has commenced contract negotiations with the GSA.
Victor
Industries focus on sales of ENVIROLIZER and development of scientific
confirmation and real world application of its revolutionary proprietary
technology was largely diverted due to the acquisition of New Wave Media
Corporation during March 2003.
The
requirement for cash flow to continue our sales effort on ENVIROLIZER and
further our research efforts on absorbing ammonia and phosphates at CAFO turned
management's focus to the fastest way to cash flow, which we believed was
through the acquisition of New Wave Media Corporation (“New Wave”) and it's
radio station.
On
March
5, 2003 the Company signed an agreement to acquire 100% of the issued and
outstanding stock of New Wave Media Corporation. The acquisition called for
the
issuance of a $75,000 note and 15,000,000 shares of the Company's common stock.
New Wave Media Corporation operated The Heat 100.3.com radio station, utilizing
a Time Brokerage Agreement.
In
July
2003, Flinn Broadcasting ("Licensee" of the time brokerage agreement) shut
down
the radio station claiming non-payment of the required fees. Management of
the
Company pursued a temporary restraining order and a permanent injunction against
this action. On August 20, 2003 the Montana Eighth Judicial District Court
awarded New Wave Media a permanent injunction.
In
October 2003, the Licensee again turned the power off at The Heat 100.3 claiming
non-payment of the required fees. The Company filed an action against the
Licensee and that suit was subsequently dismissed due to the Company’s inability
to secure counsel to represent the Company in this matter.
Pursuant
to the aforementioned litigation, the Company made the decision to suspend
operations of The Heat 100.3 and all employees were dismissed. The Company
is no
longer involved in the radio business in any way.
Marketing
a new product is a lengthy process with significant risks, there can be no
assurance that the Company will be successful in its efforts. The Company plans
a series of new products to enhance its product line. It is easier to add to
a
product line once a distribution channel has successfully been
established.
Product
Liability Insurance
We
carry
no direct product liability insurance, relying instead on the coverage
maintained by our distributors and manufacturing sources from whom we obtain
product. There is no assurance that this insurance will adequately cover any
liability claims brought against us. There also can be no assurance that we
will
be able to obtain our own liability insurance (should we seek to do so) on
economically feasible terms. Our failure to maintain our own liability insurance
could materially adversely affect our ability to sell our products in the
future. Although no product liability claims have been brought against us to
date, if there were any such claims brought against us, the cost of defending
against such claims and any damages paid by us in connection with such claims
could have a materially adverse impact upon us, including our financial
position, results of operations and cash flows.
Competition
And Difficulties In Marketing Products
Victor
Industries, Inc.
There
is
tremendous competition in the commercial fertilizer business. Many of
the
leading companies have well-established brands that commercial animal feeding
operations, farmers and government buyers are familiar with, and
which they have successfully used in the past. Many of our competitors
are
large, well financed organizations that have significant distribution channels
already in place. It is very challenging for the Company to establish a
distribution channel for a new product and it is equally difficult to market
a
new product to consumers who have never used the product. During the period
ended June 30, 2004, the Company has signed a distribution agreement with Work
Transition Services, Inc. to distribute the Company products to the federal
government. We may not be successful in establishing a market for our
product.
New
Wave Media Corp.
The
station has been closed and all employees dismissed.
Research
and Development
The
Company is currently not conducting any research programs on its products.
There
are no plans to engage in further research of ENVIROLIZER's uses and benefits.
Government
Regulation
We
do not
anticipate significant delays in government approval to operate. Zeolite has
received a GRAS (generally regarded as safe) rating from the federal government.
The zeolite mines that we contract with are fully permitted and have operated
in
each of the last five years. If government approval was withheld from one of
the
sources of raw material we believe we could access supplies from other
operators.
If
funding becomes available to the Company, we may develop our own zeolite mine
and install the milling and bagging equipment necessary to operate
independently. We cannot assure you that such funding will materialize.
The
costs
and effects of compliance with environmental laws (federal, state and local)
are
not born directly by us but through the costs imposed on the contract miners.
Increased costs to the mines will result in higher costs of the raw material
we
purchase.
Employees
We
currently have no full time employees. We intend to employ independent
distributors for sales efforts, as well as mining, milling and packaging. Our
directors have contracts with the Company and are receiving the Company's common
stock as compensation, with an accrual recorded for director services rendered
since October 2003.
FINANCIAL
CONDITION AND CHANGES IN FINANCIAL CONDITION
The
following analysis of historical financial condition and results of operations
are not necessarily reflective of the on-going operations of the Company.
Overall
Operating Results
We
did
have one zeolite sale for the quarters ended June 30, 2005. We anticipate
that increased marketing efforts and the successful approval of our patent
for
the fertilizer compound in the future will generate the required revenues to
sustain our anticipated growth. There can be no assurances that such sales
will
occur.
Operating
expenses were $126,576 for the current quarter. These expenses were incurred
primarily for the following reasons:
· |
Legal
fees of $21,210 incurred for the annual
audit.
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· |
Accounting
fees of $11,000 incurred primarily in conjunction with the annual
audit
and bookkeeping services.
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· |
Business
consulting fees of $60,000
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· |
Advertising,
promotion and related travel expenses of $0.00.
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Expenses
incurred for the prior year quarter were $(98,605) and were incurred primarily
for consulting fees.
We
incurred a net loss for the current quarter of $123,283 as compared to a
net loss of $99,484 for the comparable prior year quarter. These losses
were attributable to the aforementioned operating expenses.
Income
Taxes
We
have
accumulated approximately $6,036,308 million of net operating loss
carry-forwards as of June 30, 2005, that may be offset against future taxable
income. There will be limitations on the amount of net operating loss
carry-forwards that can be used due to the change in the control of the
management of the Company. No tax benefit has been reported in the financial
statements, because we believe there is a 50% or greater chance the
carry-forwards will expire unused.
Accordingly,
the potential tax benefits of the loss carry-forwards are offset by valuation
allowance of the same amount.
Liquidity
and Capital Resources
We
have
been financed through related parties and a convertible note offering as there
has been no substantial revenue generated to date. During the quarter ended
June
30, 2005 the Company received $64,600 in loans from Penny Sperry, a major
shareholder.
We
will
need additional financing in order to implement our business plan and continue
as a going concern. We do not currently have a source for any additional
financing and we cannot give any assurances that we will be able to secure
any
financing.
Inflation
Our
results of operations have not been affected by inflation and we do not expect
inflation to have a significant effect on its operations in the future.
Forward-Looking
Information
From
time
to time, we or our representatives have made or may make forward-looking
statements, orally or in writing. Such forward-looking statements may be
included in, but not limited to, press releases, oral statements made with
the
approval of an authorized executive officer or in various filings made by us
with the Securities and Exchange Commission. Words or phrases "will likely
result", "are expected to", "will continue", "is anticipated", "estimate",
"project or projected", or similar expressions are intended to identify
"forward-looking statements". Such statements are qualified in their entirety
by
reference to and are accompanied by the above discussion of certain important
factors that could cause actual results to differ materially from such
forward-looking statements.
Management
is currently unaware of any trends or conditions other than those previously
mentioned in the management's discussion and analysis that could have a material
adverse effect on the Company's consolidated financial position, future results
of operations, or liquidity. However, investors should also be aware of factors
that could have a negative impact on the Company's prospects and the consistency
of progress in the areas of revenue generation, liquidity, and generation of
capital resources. These include: (i) variations in revenue, (ii) possible
inability to attract investors for its equity securities or otherwise raise
adequate funds from any source should the Company seek to do so,
(iii)
increased governmental regulation, (iv) increased competition, (v) unfavorable
outcomes to litigation involving the Company or to which the Company may become
a party in the future and, (vi) a very competitive and rapidly changing
operating environment.
The
risks
identified here are not all inclusive. New risk factors emerge from time to
time
and it is not possible for management to predict all such risk factors, nor
can
it assess the impact of all such risk factors on the Company's business or
the
extent to which any factor or combination of factors may cause actual results
to
differ materially from those contained in any forward-looking statements.
Accordingly, forward-looking statements should not be relied upon as a
prediction of actual results.
PART
II
ITEM
1.
LEGAL PROCEEDINGS
None
ITEM
2.
CHANGES IN SECURITIES
200,000
shares issued in April 2005
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
31.1 Certification
of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange
Act, as enacted by section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification
of Chief Executive Officer pursuant to 18 United States Code Section
1350, as enacted by Section 906 of the Sarbanes-Oxley Act of
2002.
b. Reports
on Form 8-K
None
Victor
Industries, Inc.
Pursuant
to the requirements 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.
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Victor
Industries, Inc.
(Registrant)
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Date: August
5, 2005
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By:
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/s/
Lana Pope
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Lana
Pope
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Chairman
of the Board of Directors, CEO and CFO
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(Principal
Accounting Officer)
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