SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2004
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT OF 1934
From the transition period from ___________ to ____________.
Commission File Number 0-27323
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AMERICAN EAGLE MANUFACTURING CO.
--------------------------------
(Exact name of registrant as specified in its charter)
Nevada 88-0429812
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(State or other jurisdiction of incorporation or organization)(IRS Employer
Identification No.)
2052 Corte Del Nogal, Carlsbad CA 92009
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(Address of principal executive offices)
(760) 804-1789
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(Issuer's telephone number)
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(Former name, if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:
Yes X No
As of May 17, 2004, 27,387,260 shares of Common Stock of the issuer were
outstanding.
ITEM 1. FINANCIAL STATEMENTS
AMERICAN EAGLE MANUFACTURING, INC.
CONSOLIDATED UNAUDITED BALANCE SHEET
MARCH 31, 2004
ASSETS
CURRENT ASSETS
Cash $88,744
Accounts receivable 232,375
Inventory - Note 2 976,994
Prepaid expenses - other 144,218
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TOTAL CURRENT ASSETS 1,442,331
EQUIPMENT, FURNITURE AND IMPROVEMENTS - Note 3
Furniture and fixtures 295,631
Production equipment 1,281,775
Vehicles 78,349
Leasehold improvements 111,165
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1,766,920
Less accumulated depreciation (129,637)
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1,637,283
OTHER ASSETS
Deposits 38,890
Trademarks and patents 25,395
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64,285
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$3,143,899
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AMERICAN EAGLE MANUFACTURING, INC.
CONSOLIDATED UNAUDITED BALANCE SHEET
MARCH 31, 2004
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Notes payable - Note 4 $365,000
Due to lender - Note 5 490,000
Accounts payable 68,517
Accrued expenses 61,616
Loans from stockholder 33,962
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TOTAL CURRENT LIABILITIES 1,019,095
STOCKHOLDERS EQUITY
Common stock - Note 6 28,466
Additional contributed capital 4,096,997
Retained (deficit) (2,000,659)
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2,124,804
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$3,143,899
============
AMERICAN EAGLE MANUFACTURING, INC.
CONSOLIDATED UNAUDITED STATEMENT OF (LOSS) AND RETAINED EARNINGS
FOR THE NINE MONTHS ENDED MARCH 31, 2004
REVENUE
Sales $304,875
COST OF SALES
Manufacturing costs
(including product development costs) - Note 7 425,508
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GROSS LOSS (120,633)
OPERATING EXPENSES
Selling and marketing 122,438
General and administrative 529,570
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652,008
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NET (LOSS) BEFORE INTEREST (772,641)
Interest expense 10,007
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NET (LOSS) (782,648)
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Retained (deficit) - June 30, 2003 $(1,218,011)
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RETAINED (DEFICIT) - March 31, 2004 $(2,000,659)
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AMERICAN EAGLE MANUFACTURING, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2004
NOTE 1 - STATEMENT OF CONSOLIDATION
-----------------------------------
The company has eliminated all inter-company transactions in this consolidation.
NOTE 2 - INVENTORY
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Inventory costing uses the FIFO (First in, first out) method. Inventory consists
of the following:
Raw materials $ 162,145
Work in Process 371,522
Finished Goods 443,327
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$ 976,994
=========
NOTE 3 - EQUIPMENT, FURNITURE AND IMPROVEMENTS
----------------------------------------------
Equipment, furniture and improvements are carried at cost. Maintenance, repairs
and renewals are expensed as incurred. Depreciation of equipment, furniture and
improvements is computed on the straight line basis over their estimated useful
lives as follows:
Furniture and fixtures 5-7 years
Equipment 4 years
Vehicles 5 years
Leasehold improvements 39 years
NOTE 4 - NOTES PAYBLE
---------------------
During 2003, the Company entered into a series of notes with individuals. The
notes were due in either six or twelve months. The notes bore interest rates of
7% to 15% and were convertible into common stock of the Company. As of December
31, 2003, most of the lenders have converted their notes to common stock.
NOTE 5 - DUE TO LENDER
----------------------
At the end of December 2003, the Company received funds in the amount of
$490,000 in the form of a convertible promissory note which can be converted to
common stock at the option of the lender.
NOTE 6 - COMMON STOCK
---------------------
The Company has 200,000,000 shares authorized and had 28,466,060 shares issued
and outstanding as of March 31, 2004.
NOTE 7 - MANUFACTURING COSTS
----------------------------
The Company has began limited production and continues to research and develop
on new motorcycle designs.
NOTE 8 - SUBSEQUENT EVENT
-------------------------
In April 2004, Tiger Industries, a significant stockholder agreed to return to
Company 1,500,000 shares of common stock to the Company for cancellation.
In April 2004, a note holder converted $490,000 for 490,000 shares of stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
This report contains forward looking statements within the meaning of section
27a of the Securities Act of 1933, as amended and section 21e of the Securities
Exchange Act of 1934, as amended. The Company's actual results could differ
Materially from those set forth on the forward looking statements as a result of
The risks set forth in the Company's filings with the Securities and Exchange
Commission, general economic conditions, and changes in the assumptions used in
making such forward looking statements.
On December 4, 2003, the Registrant acquired 89.3% of the issued and outstanding
shares of American Eagle Corp. in exchange for 23,500,000 shares of the
Registrant's common stock. 100% of the shareholders of American Eagle Corp.
approved the exchange.
On September 30, 2003 substantially all of the holders of the notes due from
American Eagle Corp elected to convert their notes to common stock of American
Eagle Manufacturing Co. Therefore Notes Payable with a value of $1,045,233.34 on
September 30, 2003 were converted to 1,045,234 shares of American Eagle
Manufacturing Co. restricted common stock.
The registrant American Eagle Manufacturing Co. ("American Eagle" or the
"Company") was originally incorporated as Finders Keepers, Inc., a Nevada
Corporation on May 28, 1999. Finders Keepers, Inc. changed its name to The Bauer
Partnership, Inc. on December 5, 2000. The Bauer Partnership, Inc. changed its
name to Harbour Front Holdings, Inc. on January 27, 2003. Harbour Front
Holdings, Inc. changed its name to American Eagle Manufacturing Co. on September
25, 2003.
DESCRIPTION OF THE BUSINESS
American Eagle Manufacturing Co. ("American Eagle") is the parent of American
Eagle Corp, a Nevada Corporation and American Eagle Motorcycles, a California
Corp. which was formed to manufacture and market proprietary motorcycles in
America, as well as expanding on the Company's additional business
acquisitions. The manufacturing operations are conducted via the
wholly-owned subsidiary, American Eagle Motorcycles, a California corporation.
American Eagle intends to establish a small niche in the overall market for
high-end users of motorcycles. American Eagle occupies a 35,000 Sq Ft. building
in Carlsbad, California. The building serves as corporate headquarters and a
manufacturing facility.
American Eagle recently completed setting up its production facility. Production
has started on a preliminary basis. The Company had sales of approximately
$250,000 in the last two weeks of December 2003. American Eagle anticipates
commencement of full production at the facility in 2004. American Eagle intends
to implement a long-term manufacturing philosophy of an integrated production
line, which it expects will produce a standardized level of excellence at a
controllable cost.
DESCRIPTION OF PRINCIPAL PRODUCTS & SERVICES
American Eagle Motorcycles are completely handcrafted and hand-torqued to
specifications, with double powder coated frames available in "trick" paint
schemes. American Eagle sells its motorcycles to a dealer at wholesale prices
that allows the dealer to offer the motorcycles at a retail price in the range
of $25,000 to $65,000 depending on the model and options. American Eagle's
Motorcycles are listed in the NADA valuation Guide and Kelly Blue Book and are
approved for financing by some major banks and finance houses in the USA.
American Eagle offers four motorcycles under the "American Eagle" brand name:
- Falcon M-S Sport Cruiser. After extensive refining, re-engineering,
development and improvements, the new Falcon M-S Sport Cruiser is the end
product. The Company believes that with its features, styling and
performance that it is worthy of being American Eagle's "leading" product
offering in its array of products and services. The Company believes that
this bike is a new and revolutionary advancement in motorcycle technology,
and that its distinctive award winning design, configuration and styling is
completely different from other sport cruisers. It incorporates numerous
proprietary performance, handling and safety features, such as our
race-proven, mono-shock design with an aluminum cantilever swing arm and
adjustable rear shock absorber. Being designed from the ground up as a true
"Sport Cruiser," the primary goal for this bike is performance. To take
advantage of its "Z" rated tire, this bike is not only fast, but handles
like a pedigree canyon carver with balance and agility normally found on
sport bikes. In reality, it is a combination of custom cruiser, sport bike,
and power cruiser all working together in one beautiful package. The
Company believes that the Falcon M-S Sport Cruiser epitomizes "tomorrow's
motorcycle today".
- Street Fighter. The Street Fighter is a sport tail pro-street Semi-Chopper
with available rakes of 36 to 43 degrees. These motorcycles are powered
with 100ci to 113ci engines, with a 6-speed transmission. The bike features
billet and chrome components, a one piece stretched gas tank, 21" front
tire and 18" 240 rear tire, with a strut-less 11" rear fender, digital
gauges, drag bars, slash-cut staggered dual exhaust and custom paint
schemes.
- Python. The Python is a 9-foot traditional style Chopper with a 46 degree
rake, powered by 100ci to 113ci engines with a 6-speed transmission. Its
features include billet and chrome components, a 1 piece custom frame
molded gas tank, 21" front tire and 18" 240 rear tire, a strut-less 11 "
rear fender, digital gauges, drag bars, and slash-cut staggered dual
exhaust.
- Raptor. The Raptor features the 45-degree rake as well as the enormous 250
rear tire, which is meant to provide the 'old school' chopper feel with
innovative design and technology of today. The custom design wheels with
matching rotors and pulley is meant to be eye catching. We have included a
powerful top of the line 100 cubic inch polished engine.
- The Raven. The Raven is American Eagle's first production entry level
motorcycle. Quality and affordability best describes this motorcycle. It
features the nostalgic Springer front end, which was popular during
motorcycling's first hey day. It features a 96 cubic inch S&S V-Twin
engine, with a 180 mm rear tire and spoke rims. The Company believes that
with its chrome adjustable shocks, the Raven offers the smooth soft
suspension ride that customers would expect from a high end motorcycle
without paying a high end price. The Company hopes that the American Eagle
Raven will bring its customers memories with its classic lines and styling.
COMPETITIVE BUSINESS CONDITIONS
The market for motorcycles is highly competitive with a limited number of
premier companies (e.g., Harley Davidson, Honda, Kawasaki, Suzuki, Yamaha,
Victory, Big Dog and BMW) controlling the majority of the U. S. and
international markets. These competitors are established global companies that
have served these markets for several years. These competitors are more
diversified and have substantially greater financial, production, sales and
marketing resources than the Company. The Company does not intend to go
head-to-head with these competitors.
Motorcycle sales in the U.S. are up for the tenth consecutive year. Cruisers
lead the market. Cruiser motorcycles comprise 55 percent of on-highway
motorcycle sales. Sport bikes rank second with more than 20 percent of
on-highway sales. Celebrities, executives, and the "couple next door" are all
part of a rapidly expanding group of cruiser motorcycle owners who want to
escape and enjoy the adventure and exhilaration of riding.
According to Motorcycle Industry Council (the "MIC") Motorcycle Owner Survey
(the "Survey"), motorcycle sales in the U.S. exceeded 788,000 units in 2001 for
the fourth straight year of double-digit increases and 862,000 units in 2002 and
more than 900,000 units in 2003. It is expected that the strong demand for
two-wheelers will result in the industry beating that mark by the end of 2004.
The Survey gives us more information on the demographics of today's rider. The
motorcyclist of 2004 is likely to be 38 years old, to have attended college, and
to be a well-established, family man.
What's more, today's motorcyclist earns $44,250, which is more than $36,250
earned by the average American. More than 33 percent of today's owners earn at
least $50,000 per year compared to 20 percent of owners in 1990. Although a 1998
study found that the typical motorcycle rider was male, recent trends reveal
that women are joining the motorcycle ownership ranks in record numbers. Women
now represent 8.2 percent of total motorcycle riders, up from 6.4 percent in
1990. One-third of the Motorcycle Safety Foundation class graduates are women.
According to the survey, 58 percent of the women versus 59 percent of the men
are married & 51 % of NEW motorcycle purchasers are women. Interestingly, women
spent more than men spent on riding apparel ($317 versus $255) in 1998. Sales of
used motorcycles are estimated to be rising which is another indication of the
sustained enthusiasm for motorcycle riding. The number of previously owned
motorcycles sold in 1998 is estimated at 1.3 million, based on 67 percent of MIC
owner survey respondents who said they purchased a used motorcycle last year.
DEPENDENCE ON ONE OR A FEW CUSTOMERS
The Company is currently dependent on several dealers to whom it sells
motorcycles at wholesale prices. The dealers have exclusive rights to the
Coastal California and Clark County Nevada territories to develop fifteen
dealerships. The Company expects to be dependent on various other independent
dealers, of which more than 64 applications are in process for approval, as it
expands its business operations throughout the United States & overseas.
PATENTS, TRADEMARKS & LICENSES
American Eagle has applied for a trademark for its new logo. The Company has
also applied for and received a trademark for its "TEVIS" System (Tunable,
Engine, Vibration, Isolation, System). The Company is also in the process of
applying for a patent for its new spring loaded "TEVIS" system.
RESEARCH & DEVELOPMENT OVER PAST TWO YEARS
The Company has completed its research and development of four new
high-performance motorcycles, the Python, Raptor, Streetfighter and
a new springer motorcycle named the Raven . The Company intends to
introduce these bikes to the marketplace on a larger scale during 2004.
American Eagle continually designs, develops, and tests prototypes of new
motorcycle designs and many of its proprietary components. To complement
American Eagle's in-house engineering staff, consulting engineers are retained
for their specific areas of expertise. American Eagle will continue to develop
and refine the design and components of the existing and future production
models in parallel with commercial production. Current development efforts
consist primarily of creating mock-ups and prototypes of new models, making
design changes for future models, and conducting tests to improve the
performance, safety, and durability of the current product line.
EMPLOYEES
American Eagle currently employs 20 full time personnel.
DESCRIPTION OF PROPERTY
American Eagle has completed setting up a 35,000 square foot office and
production facility located at 2052 Corte Del Nogal, Carlsbad, California 92009.
The Company plans to expand production at the facility in 2004.
On September 30 2003 Eagle Corp. acquired the assets and business of FunKarts
La,("FunKarts") FunKarts manufactures pedal, electric and gasoline powered
mini-cars and go-carts. The product line includes racecar and truck replicas as
well as vintage automobile replicas. Traditionally, the Company marketed it
products as a promotional item for such sponsors as, Nestle, Amoco, Chevron and
NAPA Auto Parts. American Eagle intends to establish avenues of
distribution with several national retail chains and mass merchandisers of
non-branded FunKarts. FunKarts will operate as a division of American Eagle
Manufacturing Co.
RISK FACTORS
Dependence Upon External Financing. It is important that the Company obtain debt
and/or equity financing of approximately $2,500,000 to continue its current
operations and to increase to full production during 2004. At this time, no
such additional financing has been secured or identified. If the Company is
unable to obtain debt and/or equity financing upon terms that management deems
sufficiently favorable, or at all, it would have a materially adverse impact
upon the Company's ability to maintain its current operations and the Company's
ability to increase to full production during 2004. In the event that the
Company does not receive external financing from an acceptable source, the
Company's management would streamline the business in an attempt to continue
operations on the available cash flow.
Reliance on Key Management. Our success is highly dependent upon the continued
services of our management team. If any of our management team were to leave us,
it could have a materially adverse effect upon our business and operations.
The Company's auditor has raised an issue regarding the Company's ability to
continue as a going concern. The Company has not generated significant revenues
or profits to date. This factor among others, may indicate the Company will be
unable to continue as a going concern. The Company's continuation as a going
concern depends upon its ability to generate sufficient cash flow to conduct its
operations and its ability to obtain additional sources of capital and
financing.
OPERATING RESULTS FOR THE NINE MONTHS ENDED MARCH 31, 2004
During 2003, the Company's board of directors elected to change the Company's
fiscal year end from December 30th to June 30th. As a result, there is not a
nine month period ended March 31, 2003, with which to compare. The Company is
providing its results of operations for the nine months ended March 31, 2004
without a comparison.
Revenues for the nine months ended March 31, 2004 were $304,875.
Manufacturing costs for the nine months ended March 31, 2004 were $425,508.
Gross loss was $120,633 for the nine months ended March 31, 2004.
General and administrative expenses and selling and marketing expenses were
$529,570 and $122,438, respectively for the nine month period ended March 31,
2004.
Interest expense for the nine month period ended March 31, 2004 was $10,007.
The Company recorded a net loss for the nine month period ended March 31, 2004
of $782,648.
LIQUIDITY AND CAPITAL RESOURCES
From its inception, the Company has not generated enough cash flow from its
operations to sustain its business. As a result, the Company requires additional
working capital to develop its business until the Company either achieves a
level of revenues adequate to generate sufficient cash flows from operations or
obtains additional financing necessary to support its working capital
requirements.
As of March 31, 2004 the Company had total current assets of $1,442,331 which
consisted of cash of $88,744, accounts receivable of $232,375, inventory of
$976,994 and prepaid expenses of $144,218.
As of March 31, 2004, the Company had total current liabilities of $1,019,095
which consisted of notes payable of $855,000, accounts payable of $68,517,
accrued expenses of $61,616 and loans from the Company's majority stockholder
of $33,962.
As of March 31, 2004, the Company had working capital of $423,236. The ratio
of total current assets to total current liabilities was 1.42.
It is important that the Company obtain debt and/or equity financing of
approximately $2,500,000 to continue its current operations and to increase to
full production during 2004. The Company is taking steps to raise equity
capital or to borrow additional funds. There can be no assurance that any new
capital will be available to the Company or that adequate funds will be
sufficient for Company operations. The Company has no further commitments
from officers, directors or affiliates to provide funding. As of March 31, 2004,
the Company owed its chief executive officer $33,962 pursuant to a loan which is
non-interest bearing. The failure of the Company to obtain adequate additional
financing may require the Company to delay, curtail or scale back some or all of
its operations. Any additional financing may involve dilution to the Company's
then-existing shareholders.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations
is based upon our audited financial statements, which have been prepared in
accordance with accounting principals generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of any contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those related to
uncollectible receivable, investment values, income taxes, the recapitalization
and contingencies. We base our estimates on various assumptions that we believe
to be reasonable under the circumstances, the results of which form the basis
for making judgments about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
We believe the following critical accounting policy affects our more significant
judgments and estimates used in the preparation of our financial statements:
Going Concern. The Company has not generated any revenues since inception, has
very little cash, and is in serious need of additional financing. These factors
among others indicate that the Company may be unable to continue as a going
concern, particularly in the event that it cannot obtain additional financing,
as discussed below under the heading "Risk Factors." The Company's continuation
as a going concern depends upon its ability to generate sufficient cash flow to
conduct its operations and its ability to obtain additional sources of capital
and financing. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Based on the evaluation
by Mr. Don Logan, both the chief executive officer and principal accounting
officer of the Company, of the effectiveness of the Company's "disclosure
controls and procedures" (as defined in the Securities Exchange Act of 1934
Rules 13a-15(e) and 15d-15(e)) conducted as of the end of the period
covered by this quarterly report (the "Evaluation Date"), Mr. Logan
concluded that, as of the Evaluation Date, our disclosure controls and
procedures were adequate and designed to ensure that material information
required to be disclosed by the Company in the reports that it files or
submits under the Exchange Act of 1934 is 1) recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms; and 2) accumulated and communicated to him as
appropriate to allow timely decisions regarding required disclosure.
(b) Changes in internal control over financial reporting. There were no
significant changes in our internal control over financial reporting during
our most recent fiscal quarter that materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings
LEGAL PROCEEDINGS
On December 20, 2001 American Eagle Corp. and Don R. Logan entered into an
agreement to acquire certain assets from A.E. Technologies, Inc and or Gregory
Spak. Only a small portion of the assets were delivered to American Eagle.
American Eagle elected to rescind the contract and return the assets. This has
resulted in the following legal actions being filed: Gregory Spak VS American
Eagle Motorcycles filed February 27, 2003 Case No. GIN 027138 Superior Court
North San Diego County. The Court denied the claim finding for American Eagle.
Comerica Bank VS American Eagle and American Eagle VS Gregory Spak and A.E.
Technologies, Inc. and Fastrak Motorcycles and Hellbent Motorcycles filed June
20,2003 Case No Gv-818041 Superior Court County of Santa Clara. Comerica Bank is
seeking to recover equipment that secured a loan to A.E. Technologies and
Gregory Spak. A portion of the equipment has been received by American Eagle and
is being stored awaiting instructions to return it to Comerica Bank. Comerica
Bank is seeking $689,335. The management of American Eagle feels it has no
liability in this case.
A.E. Technologies, Inc. and Gregory Spak VS American Eagle Corp. ET AL filed
November 6, 2003 Case No 03CC00518 Superior court of Orange County Calif.
Gregory Spak and A.E. Technologies, Inc. are suing to recover assets and damages
for the breach of the contract that was rescinded by American Eagle. AE
Technologies and Gregory Spak are seeking $15,750,000 in damages. American Eagle
Management feels that they have very little if any liability in this matter. If
the court should find American Eagle liable in either of these cases it could
require American Eagle to issue more shares of stock to pay the damages. The
Superior Court has ordered all action in this case stayed until the case filed
in Santa Clara county has been settled.
We are not involved in any other material pending legal proceedings, other than
routine litigation incidental to our business.
Item 2. Changes in Securities and Use of Proceeds
(c) In December 2003, the Company issued and individual and an entity an
aggregate of 23,500,000 shares of common stock in connection with a share
exchange agreement. In April 2004, 1,500,000 of such shares were returned
to the Company for cancellation. The Company claims an exemption from
registration afforded by Rule 506 of Regulation D.
In March 2004, the Company issued an individual and two entities an aggregate of
100,000 shares of common stock pursuant to a settlement agreement. The Company
claims an exemption from registration afforded by Section 4(2) of the Act since
the foregoing issuances did not involve a public offering, the recipients had
access to information that would be included in a registration statement, took
the shares for investment and not resale and the
Company took appropriate measures to restrict transfer.
In March 2004, the Company issued an aggregate of 3,001,277 shares of common
stock in connection with the share exchange agreement. The Company claims an
exemption from registration afforded by Rule 506 of Regulation D.
In March 2004, the Company issued an aggregate of 828,983 shares of common stock
in consideration for note-holders converting debt of $828,983. The Company
claims an exemption from registration afforded by Rule 506 of Regulation D.
In March 2004, the Company issued an aggregate of 52,802 shares to three
individuals in consideration for legal services and a trade for motorcycle
parts. The Company claims an exemption from registration afforded by Section
4(2) of the Act since the foregoing issuances did not involve a public offering,
the recipients had access to information that would be included in a
registration statement, took the shares for investment and not resale and the
Company took appropriate measures to restrict transfer.
In April 2004, the Company issued an aggregate of 540,000 shares to two
individuals in consideration for legal services and the conversion of a note.
The Company claims an exemption from registration afforded by Section 4(2) of
the Act since the foregoing issuances did not involve a public offering, the
recipients had access to information that would be included in a registration
statement, took the shares for investment and not resale and the Company took
appropriate measures to restrict transfer.
In May 2004, the Company issued 10,000 shares to an individual in consideration
for an investment of $10,000. The Company claims an exemption from registration
afforded by Section 4(2) of the Act since the foregoing issuances did not
involve a public offering, the recipient had access to information that would be
included in a registration statement, took the shares for investment and not
resale and the Company took appropriate measures to restrict transfer.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibit No. Description
31 Certificate of the Chief Executive
Officer and Principal Accounting Officer
pursuant Section 302 of the Sarbanes-
Oxley Act of 2002
32 Certificate of the Chief Executive
Officer and Principal Accounting Officer
pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
(b) Reports on Form 8-K
On February 10, 2004, the Company filed an amended report on Form 8-K relating
to a change of control, acquisition of assets and financial statements.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN EAGLE MANUFACTURING CO.
Date: May 17, 2004
By: /s/ Don R. Logan
-----------------------
Don R. Logan
CEO
EXHIBIT 31
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Don R. Logan, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of American Eagle
Manufacturing Co.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made
known to me by others within those entities, particularly during the
period in which this report is being prepared;
b) Paragraph omitted in accordance with SEC transition instructions
contained in SEC Release No. 33-8238;
c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report my conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
and
5. I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: May 17, 2004
By: /s/ Don R. Logan
-------------------------------
Don R. Logan
Chief Executive Officer and
Principal Accounting Officer
Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Don R. Logan, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of American Eagle Manufacturing Co. on Form 10-QSB for the quarterly
period ended March 31, 2004 fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and that information
contained in such Form 10-QSB fairly presents in all material respects the
financial condition and results of operations of American Eagle Manufacturing
Co.
By:/s/ Don R. Logan
--------------------------
Name: Don R. Logan
Title: Chief Executive Officer and
May 17, 2004 Principal Accounting Officer