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 March 31, 2006 Commission file number 0-25909 Australian Forest Industries (Exact name of small business issuer as specified in its charter) Nevada 86-0931332 (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Indentification No.) 4/95 Salmon Street, Port Melbourne, Victoria Australia, 3207 (Address of principal executive offices) (Zip Code) Issuer's telephone number: 011 61 3 8645 4340 Check whether the issuer (1) has 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 |_| State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. The number of shares of the issuer's outstanding common stock, which is the only class of its common equity, on June 20, 2006 was 257,400,680. ITEM 1 FINANCIAL STATEMENTS Description Page No. FINANCIAL INFORMATION: Financial Statements Consolidated Balance Sheets at March 31, 2006 (Unaudited)...................1 Consolidated Statement of Operations (Unaudited)............................2 Consolidated Statements of Cash Flows (Unaudited) ..........................3 Notes to Consolidated Financial Statements (Unaudited)......................4 Item 1. Condensed Financial Statements AUSTRALIAN FOREST INDUSTRIES CONSOLIDATED BALANCE SHEETS ASSETS March 31, December 31, 2006 2005 ------------ ------------ (Unaudited) CURRENT ASSETS Cash $ 55,973 $ 127,014 Accounts receivable 2,783,201 1,622,974 Inventory 2,024,004 1,778,340 Prepaid expenses and other 512,572 193,739 Total Current Assets 5,375,750 3,722,067 ------------ ------------ PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $2,393,479 and $2,402,939 in 2006 and 2005, respectively 15,075,378 13,040,126 OTHER ASSETS Long-term timber supply contract, net of amortization of $82,734 and $91,843 in 2006 and 2005, respectively 697,944 794,805 ------------ ------------ $ 21,149,072 $ 17,556,998 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Bank overdraft $ 418,506 $ 117,772 Accounts payable 3,937,541 2,690,957 Current portion of capitalized lease obligations 1,076,013 1,076,013 Due to Timberman shareholders 4,947,731 3,213,912 Related party payable 588,645 592,844 Accrued payroll, related taxes and benefits 837,715 599,389 ------------ ------------ Total Current Liabilities 11,806,151 8,290,887 OTHER LIABILITIES Capitalized lease obligations 4,492,432 3,512,882 Deferred capital gain 1,281,683 1,396,481 Due to National Australian Bank 4,692,600 4,818,000 ------------ ------------ Total Liabilities 22,272,866 18,018,250 STOCKHOLDERS' EQUITY Preferred stock, par value $0.001, 5,000,000 shares authorized, none issued and outstanding Common stock, par value $0.001, 300,000,000 shares authorized, 257,400,680 issued and outstanding 257,400 257,400 Additional paid-in capital 4,503,417 4,503,417 Accumulated other comprehensive income 272,706 333,619 Accumulated deficit (6,157,317) (5,555,688) ------------ ------------ Total Stockholders' Equity (1,123,794) (461,252) ------------ ------------ Total Liabilities and Stockholders' Equity $ 21,149,072 $ 17,556,998 ============ ============ See accompanying notes to financial statements. 3 AUSTRALIAN FOREST INDUSTRIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended March 31, ------------------------------ 2006 2005 ------------- ------------- (Restated) REVENUE - SALES $ 3,449,112 $ 3,306,566 COSTS AND EXPENSES Cost of goods sold 1,794,836 3,036,222 Selling, general and administrative 2,060,123 732,744 Provision for doubtful accounts 131,864 Interest expense 201,098 125,261 Depreciation and amortization 140,007 198,759 ------------- ------------- Total Costs and Expenses 4,327,928 4,092,986 ------------- ------------- OPERATING LOSS (878,816) (786,420) NON-OPERATING INCOME Other income 92,500 3,904 Interest income 81,625 Gain on disposal of assets 103,062 ------------- ------------- Total Non-Operating Income 277,187 3,904 ------------- ------------- NET LOSS $ (601,629) $ (782,516) ============= ============= Net Loss per share (Basic and Diluted) $ (0.01) $ (0.01) ============= ============= Weighted Average Common Shares Outstanding 257,400,680 257,400,680 ============= ============= See accompanying notes to financial statements. 4 AUSTRALIAN FOREST INDUSTRIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended March 31, ----------- ----------- 2006 2005 ----------- ----------- (Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (601,629) $ (782,516) Adjustments to reconcile net income to cash flows used in operating activities: Depreciation 129,854 198,759 Amortization of Timber contract 10,153 Amortization of leaseback gain 81,625 Changes in operating activities: (Increase) decrease in prepaid expenses 5,555 116,240 (Increase) decrease in inventories (245,664) (116,981) (Increase) decrease in receivables (1,160,228) (920,468) (Increase) decrease in related party receivable (45,260) Increase (decrease) in accounts payable and other liabilities 1,246,584 723,305 Increase (decrease) in bank overdraft 300,734 531,983 Increase (decrease) in related party payable (4,199) Increase (decrease) in accrued payroll 238,326 33,281 Increase (decrease) in taxes payable (324,387) ----------- ----------- Net Cash (Used in) Provided by Operating Activities (323,276) (261,657) CASH FLOWS FROM INVESTING ACTIVITIES Capital additions (2,424,654) (79,551) Disposition of capital assets 103,062 ----------- ----------- Net Cash Used in Investing Activities (2,321,592) (79,551) CASH FLOWS FROM FINANCING ACTIVITIES Loans from shareholders 1,733,819 (8,724) Capital leases 979,550 196,366 National Australian bank loan (125,400) (50,920) ----------- ----------- Net Cash Provided by (Used In) Financing Activities 2,587,969 136,722 EFFECT OF EXCHANGE RATES ON CASH (14,142) 8,980 ----------- ----------- (DECREASE) INCREASE IN CASH (71,041) (195,506) CASH AT BEGINNING OF PERIOD 127,014 225,189 ----------- ----------- CASH AT END OF PERIOD $ 55,973 $ 29,683 =========== =========== See accompanying notes to financial statements. 5 AUSTRALIAN FOREST INDUSTRIES NOTES TO FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the financial statements not misleading have been included. Results for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. For further information, refer to the financial statements and footnotes thereto included in Australian Forest Industries' annual report on Form 10-KSB for the year ended December 31, 2005. NOTE 2 - LOAN TO TIMBERMANS GROUP (RELATED PARTY) During the three months ended March 31, 2006, the company received an additional $1,733,819 from Timberman investors. NOTE 3 - CAPITALIZED LEASE OBLIGATIONS During the three months ended March 31, 2006, the Company purchased $3,900,000 in new equipment of which $1,981,000 was financed under capitalized leases over a five year period. 6 PART II Item 1. Legal Proceedings None. Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K a. Exhibit Index Exhibit 31.1 Certification of Chief Executive Officer Exhibit 31.2 Certification of Chief Financial Officer Exhibit 32.1 Certification of Chief Executive Officer Exhibit 32.1 Certification of Chief Financial Officer b. Reports on Form 8-K None. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AUSTRALIAN FOREST INDUSTRIES /s/ Michael Timms ------------------------------- Name: Michael Timms Title: CEO, President and Chairman of the Board Date: June 21, 2006 /s/ Colin Baird -------------------------------- Name: Colin Baird Title: Chief Financial Officer Date: June 21, 2006 7