For the quarterly period ended December 31, 2003
Commission File Number 333-64474
Nevada 75-2912201 - -------------------------------------------------------- ------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.)
As of December 31, 2003 the Company had 2,000,000 shares of Common Stock issued and outstanding.
December 31, March 31, 2003 2003 ---------------- ------------- (Unaudited) CURRENT ASSETS Cash $ 6,126 $ 16,969 Accounts Receivable - Stockholder 2,490 - Inventories, at lower cost (principally specific identification or market) - 26,432 ---------------- ------------- TOTAL CURRENT ASSETS $ 8,616 $ 43,401 ================ ============= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accrued Liabilities $ 3,786 $ 10 Stockholder Payable - 2,252 ---------------- ------------- TOTAL CURRENT LIABILITIES 3,786 2,262 ---------------- ------------- STOCKHOLDERS' EQUITY Common Stock $0.001 Par Value; Authorized 20,000,000 Shares; Issued and Outstanding 2,000,000 Shares 2,000 2,000 Paid-In-Capital 58,000 72,800 Deficit Accumulated During the Development Stage (55,170) (33,661) ---------------- ------------- TOTAL STOCKHOLDERS' EQUITY 4,830 41,139 ---------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 8,616 $ 43,401 ================ =============
December 12,2000 Three Months Ended Nine Months Ended (Inception) to December 31, December 31, December 31, --------------------------- ------------------------ ---------------------- 2003 2002 2003 2002 2003 ------------ ------------ ---------- ------------ ---------------------- REVENUE Antiques and Furnishings $ 26,432 $ - $ 26,432 $ - $ 49,590 COST OF REVENUE 26,450 - 26,450 - 48,145 ------------ ------------ ---------- ------------ --------------- GROSS PROFIT (LOSS) (18) - (18) - 1,445 ------------- ----------- ---------- ------------ --------------- GENERAL AND ADMINISTRATIVE EXPENSES 13,960 3,295 22,321 11,588 56,112 ------------- ----------- ---------- ------------ -------------- (LOSS) BEFORE OTHER EXPENSE AND INCOME TAX (13,978) (3,295) (22,339) (11,588) (54,667) ------------ ------------ ---------- ----------- -------------- OTHER INCOME (EXPENSE) Other Income 780 - 1,060 - 1,340 Interest Expense (48) (36) (230) (155) (1,843) ------------- ------------ -------- ------------ --------------- TOTAL OTHER INCOME (EXPENSE) 732 (36) 830 (155) (503) ------------ ------------ ---------- ----------- --------------- (LOSS) BEFORE INCOME TAX (13,246) (3,331) (21,509) (11,743) (55,170) INCOME TAX - - - - - ------------ --------- --------- --------- -------------- NET LOSS $ (13,246) $ (3,331) $ (21,509) $ (11,743) $ (55,170) ============ ============ ========== =========== =============== WEIGHTED AVERAGE NUMBER OF COMMON SHARES 2,000,000 2,000,000 2,000,000 1,812,500 ============ =========--- ========= =========== (LOSS) PER COMMON SHARE $ (.01) $ (.00) $ (.01) $ (.01) =========== =========== ========== ===========
December 12, 2002 Nine Months Ended (Inception) to December 31, December 31, ------------------------- ----------------- 2003 2002 2003 ----------- ------------ ----------------- CASH FLOW FROM OPERATING ACTIVITIES Net (Loss) $ (21,509) $ (11,743) (55,170) Adjustment to Reconcile Net Loss to Net Cash From Operating Activities Contribution of Services and Rent 4,950 4,950 19,750 Changes in Current Assets and Liabilities Accounts Receivable - Shareholder (2,490) 100 (2,490) Inventory 26,432 (79) - Accrued Liabilities 3,776 (1,278) 3,786 ----------- ------------ ----------------- NET CASH FLOW USED BY OPERATING ACTIVITIES 11,159 (8,050) (34,124) ----------- ------------ ----------------- CASH FLOW FROM FINANCING ACTIVITIES Increase in Stockholder Payable - - 25,153 Decrease in Stockholder Payable - (22,901) (25,153) Proceeds from Sale of Common Stock - 49,500 60,000 Return of Capital to Stockholders (19,750) - (19,750) ----------- ------------ ----------------- NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES (22,002) 26,599 40,250 ----------- ------------ ----------------- NET INCREASE (DECREASE) IN CASH (10,843) 18,549 6,126 CASH AT BEGINNING OF PERIOD 16,969 2,630 - ----------- ----------- ----------------- CASH AT END OF PERIOD $ 6,126 $ 21,179 $ 6,126 =========== =========== ================= SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION Cash Flow Information Cash Paid During the Period For: Interest $ 11 $ 155 $ 1,613 =========== =========== ================= Income Taxes $ - $ - $ - =========== =========== =================
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principals for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulations S-X. They do not include all information and notes required by generally accepted accounting principals for complete financial statements. However, except as disclosed, there has been no material change in the information disclosed in the notes to financial statements included in the Annual Report on Form 10-K of Karrison Compagnie, Inc. for the year ended March 31, 2003. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended December 31, 2003 are not necessarily indicative of the results that may be expected for the year ending March 31, 2004
NOTE 2: PUBLIC OFFERING
On May 10, 2002, the Company completed its public offering and sold 1,000,000 shares of its common stock. Net proceeds to the Company were $49,500.
3: SALE OF INVENTORY TO RELATED PARTY
On December 29, 2003, a company controlled by the spouse of the controlling stockholder and the controlling stockholder collectively purchased the inventory of the Company at its original cost, for an aggregate price of $28,613. The transaction is summarized as follows:
Inventory Value $ 26,432 Sales Tax 2,181 ---------- Purchase Price 28,613 Less: Cash Collected On December 29, 2003 26,123 ---------- Receivable from Stockholder $ 2,490 ==========
The proceeds from the sale of the inventory were used to pay legal and bookkeeping fees, stockholder payable and used to refund $19,750 of capital contributions.
ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Revenue: During the three months ended December 31, 2003, we generated $26,432 in revenue from sales as compared to $0 for the three months ended December 31, 2002. We liquidated our inventory on December 29, 2003 and therefore had no inventory ending December 31, 2003.
Expenses: During the three months ending December 31, 2003, we incurred $13,978 in expenses compared to $3,295 for the three months ending December 31, 2002. The $10,683 increase was primarily due to general administrative and accounting expenses.
Net Loss: During the three months ending December 31, 2003, we generated $13,246 in losses as compared to $3,331 for the three months ending December 31, 2002. The $1,917 decrease in losses was primarily due to general administrative and accounting expenses.
Liquidity and Capital Resources: Over the next twelve months we expect our primary expenses to be acquisition of antiques for sale, advertising costs associated with conducting our sales, paying for the development and maintenance of our web page and perhaps paying a salary to Ms. Nichols. Our business plan is such that if we are successful in generating net profits from our activities, we will acquire more antiques, perhaps conduct more sales, hire additional staff and attempt to grow our company in an orderly way. On May 10, 2002, we successfully completed our initial public offering raising $50,000 from fifty five (55) shareholders. These funds were used to pay down the loan from Karrison Nichols and to fund our working capital needs.
We have signed a note with Ms. Nichols where she may loan up to $50,000 to our company, although Ms. Nichols can choose whether or not she wants to make additional advances under this note. The loan balance as of December 31, 2003 is $0 Other than this potential right to borrow from Ms. Nichols, we have no other external sources of financing available. However, the nature of our business is that with only a small amount of money, we can continue in business and even potentially grow. Although financing derived from the sale of our shares can accelerate our growth, because we have only minimal expenses, we can survive with little or no additional financing.
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
See attached.
(B) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter ended December 31, 2003.
In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 13th day of February, 2004.
KARRISON COMPAGNIE, INC.
/s/ Karrison Nichols
Karrison Nichols, President,
Chief Executive Officer and
Principal Financial Officer
I, Karrison Nichols, President, Director, Chief Executive Officer and Principal Financial Officer of Karrison Compagnie, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Karrison Compagnie, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: February 13, 2004.
/s/ Karrison Nichols
Karrison Nichols, President,
Chief Executive Officer and
Principal Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
KARRISON COMPAGNIE, INC.
PURSUANT TO 18 U.S.C. SECTION 1350
I hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-QSB of Karrison Compagnie, Inc. for the period ending December 31, 2003:
(1) complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of Karrison Compagnie, Inc.
/s/ Karrison Nichols
Karrison Nichols, President,
Chief Executive Officer and
Principal Financial Officer
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Karrison Compagnie, Inc. and will be retained by Karrison Compagnie, Inc. and furnished to the Securities and Exchange Commission upon request.