UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-Q SB/A
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter report ended September 30, 2001
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to ___________
Commission File number 000-14869
KOMODO, INC.
(Exact name of small business issuer as registrant as specified in charter)
Nevada 95-3932052
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 400, 1111 West Georgia Street, Vancouver, BC Canada V6E4M3
(Address of principal executive office)
Registrants telephone no., including area code (604) 689-5377
N/A.
(Former name, changed since last report)
Check whether the registrant (1) has 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 registrant was required
to file such reports), Yes [X] No [ ] and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the last practicable date.
Class Outstanding as of September 30, 2001
Common Stock, $0.001 828,420
i
TABLE OF CONTENTS
PART 1. FINANCIAL INFORMATION
Heading Page
Item 1. Consolidated Financial Statements 1
Consolidated Balance Sheets September 30, 2001
And December 30, 2000 2
Consolidated Statements of Operations nine months
Ended September 30, 2001
and September 30, 2000 3
Consolidated Statement
of Stockholders Equity 4 - 8
Consolidated Statements of Cash Flows nine months
Ended September 30, 2001
and September 30, 2000 9 - 10
Notes to Consolidated Financial Statements 11
Item 2. Managements Discussion and Analysis and
Result of Operations 12-13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Security 13
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matter to a Vote of 14
Securities Holders
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 15
Signatures S-1
ii
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statement
The accompanying unaudited financial statements have been prepared in
accordance with the instructions for Form 10-Q pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a complete presentation of
the financial position, results of operations, cash flows, and stockholders
equity in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
The unaudited balance sheet of the Company as of September 30, 2001, and
the related audited balance sheet of the Company as of December 31, 2000, the
unaudited statement of operations and cash flows for the nine months ended and
the audited statements of stockholders equity for the period from December 31,
1997 through December 31, 2000 and the unaudited stockholders equity for the
period January 1, 2001 through September 30, 2001 are attached hereto and
incorporated herein by this reference.
Operating results for the quarters ended September 30, 2001 are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2001.
KOMODO, INC.
(Formerly PhantomFilm.com)
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001 and March 31, 2001
KOMODO, INC.
(Formerly PhantomFilm.com)
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
September 30, March 31,
2001 2001
(Unaudited)
CURRENT ASSETS
Cash$ - $ -
Prepaid expenses - 1,333
Total Current Assets - 1,333
FURNITURE AND EQUIPMENT, NET - -
TOTAL ASSETS $ - $ 1,333
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Cash overdraft $ 9 $ 11
Accounts payable 4,043 3,444
Notes payable, related party 25,059 27,999
Reserve for discontinued operations 205,676 205,676
Total Current Liabilities 234,787 237,130
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS EQUITY (DEFICIT)
Preferred stock: 10,000,000
shares authorized of
$0.001 par value,
2,000,000 shares issued and
outstanding 2,000 2,000
Common stock: 100,000,000
shares authorized of
$0.001 par value, 828,420
shares issued and
outstanding at September
30, 2001 and
401,752 at
March 31, 2000 828 402
Additional paid
in capital 11,595,465 11,567,091
Stock subscriptions
receivable (43,421) (24,346)
Deficit accumulated
during the development stage (11,789,659) (11,780,944)
Total Stockholders
Equity (Deficit) (234,787) (235,797)
TOTAL LIABILITIES
AND STOCKHOLDERS EQUITY
(DEFICIT) $ - $ 1,333
KOMODO, INC.
(Formerly PhantomFilm.com)
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
For the three Months Ended
September 30,
2001 2000
REVENUES $ - $ -
EXPENSES
Depreciation and amortization - -
General and administrative 3,333 615
Total Expenses 3,333 615
LOSS FROM OPERATIONS (3,333) (615)
LOSS FROM DISCONTINUED
OPERATIONS - -
NET LOSS $ (3,333) $ (615)
BASIC LOSS PER SHARE OF
COMMON STOCK $ (0.01) $ (0.00)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 440,077 236,109
From
Inception on
November 10,
For the Six Months Ended 1995 through
September 30, September 30
2001 2000 2001
REVENUES $ -$ -$ -
EXPENSES
Depreciation
and amortization - - 170,538
General and
administrative 8,715 12,569 879,929
Total Expenses 8,715 12,569 (879,929)
LOSS FROM OPERATIONS (8,715) (12,569 (879,929)
LOSS FROM DISCONTINUED
OPERATIONS - - (10,909,730)
NET LOSS $ (8,715) $ (12,569) $(1,789,659)
BASIC LOSS PER SHARE OF
COMMON STOCK $ (0.02) $ (0.05)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 440,077 236,109
KOMODO, INC.
(Formerly PhantomFilm.com)
(A Development Stage Company)
Consolidated Statements of Stockholders Equity (Deficit)
Preferred Stock
Shares Amount
Balance at November 10, 1995
(Inception) - $ -
Common stock issued for cash at
approximately $0.00 per share - -
Currency translation adjustment - -
Net loss for the year ended
March 31, 1996 - -
Balance, March 31, 1996 - -
Common stock issued for cash at
approximately $3.80 per share - -
Common stock issued for services
at approximately $7.60 per share - -
Currency translation adjustment - -
Net loss for the year ended
March 31, 1997 - -
Balance, March 31, 1997 - $ -
Common Stock
Shares Amount
Balance at November 10, 1995
(Inception) $ - $ -
Common stock issued for cash at
approximately $0.00 per share - -
Currency translation adjustment - -
Net loss for the year ended
March 31, 1996 - -
Balance, March 31, 1996 - -
Common stock issued for cash at
approximately $3.80 per share 9,617 10
Common stock issued for services
at approximately $7.60 per share 384 -
Currency translation adjustment - -
Net loss for the year ended
March 31, 1997 - -
Balance, March 31, 1997 10,001 $ 10
Additional Stock
Paid in Subscription
Capital Receivable
Balance at November 10, 1995
(Inception) $ - $ -
Common stock issued for cash at
approximately $0.00 per share - -
Currency translation adjustment - -
Net loss for the year ended
March 31, 1996 - -
Balance, March 31, 1996 - -
Common stock issued for cash at
approximately $3.80 per share 1,089,477 -
Common stock issued for services
at approximately $7.60 per share 87,556 -
Currency translation adjustment - -
Net loss for the year ended
March 31, 1997 - -
Balance, March 31, 1997 $1,177,033 $ -
Deficit
Accumulated
Other During the
Comprehensive Developement
Income (Loss) Stage
Balance at November 10, 1995
(Inception) $ - $ -
Common stock issued for cash at
approximately $0.00 per share - -
Currency translation adjustment (1,230) -
Net loss for the year ended
March 31, 1996 - (157,549)
Balance, March 31, 1996 (1,230) (157,549)
Common stock issued for cash at
approximately $3.80 per share - -
Common stock issued for services
at approximately $7.60 per share - -
Currency translation adjustment 8,542 -
Net loss for the year ended
March 31, 1997 - (1,388,389)
Balance, March 31, 1997 $ 7,312 $(1,545,938)
The accompanying notes are an integral part of these consolidated financial
statements.
KOMODO, INC.
(Formerly PhantomFilm.com)
(A Development Stage Company)
Consolidated Statements of Stockholders Equity (Deficit) (Continued)
Preferred Stock
Shares Amount
Balance, March 31, 1997 - $ -
Recapitalization (Note 1) - -
Common stock issued for cash at
approximately $3.60 per share - -
Common stock issued for services
at approximately $3.60 per share - -
Issuance of warrants - -
Common stock issued for debt at
approximately $2.60 per share - -
Common stock issued for mineral
properties at $10.00 per share - -
Preferred stock issued for services
at $1.80 per share 2,000,000 200,000
Currency translation adjustment - -
Net loss for the year ended
March 31, 1998 - -
Balance, March 31, 1998 2,000,000 $ 200,000
Common Stock
Shares Amount
Balance, March 31, 1997 10,001 $ 10
Recapitalization (Note 1) 41,030 41
Common stock issued for cash at
approximately $3.60 per share 20,359 20
Common stock issued for services
at approximately $3.60 per share 11,222 11
Issuance of warrants - -
Common stock issued for debt at
approximately $2.60 per share 382,800 13
Common stock issued for mineral
properties at $10.00 per share 55,000 2
Preferred stock issued for services
at $1.80 per share - -
Currency translation adjustment - -
Net loss for the year ended
March 31, 1998 - -
Balance, March 31, 1998 97,206 $ 97
Addditional Stock
paid in subscription
capital receivable
Balance, March 31, 1997 $1,177,033$ -
Recapitalization (Note 1) 394,021 -
Common stock issued for cash at
approximately $3.60 per share 2,822,107 (100,000)
Common stock issued for services
at approximately $3.60 per share 1,179,615 (154,281)
Issuance of warrants 17,220 -
Common stock issued for debt at
approximately $2.60 per share 995,706 -
Common stock issued for mineral
properties at $10.00 per share 549,998 -
Preferred stock issued for services
at $1.80 per share 160,000 -
Currency translation adjustment - -
Net loss for the year ended
March 31, 1998 - -
Balance, March 31, 1998 $7,295,700 $ (254,281)
Deficit
Accumulated
Other During the
Comprehensive Deveopment
Income (Loss) Stage
Balance, March 31, 1997 $ 7,312 $(1,545,938)
Recapitalization (Note 1) - -
Common stock issued for cash at
approximately $3.60 per share - -
Common stock issued for services
at approximately $3.60 per share - -
Issuance of warrants - -
Common stock issued for debt at
approximately $2.60 per share - -
Common stock issued for mineral
properties at $10.00 per share - -
Preferred stock issued for services
at $1.80 per share - -
Currency translation adjustment 260,719 -
Net loss for the year ended
March 31, 1998 - (3,332,577)
Balance, March 31, 1998 $ 68,031 $(4,878,515)
The accompanying notes are an integral part of these consolidated financial
statements.
KOMODO, INC.
(Formerly PhantomFilm.com)
(A Development Stage Company)
Consolidated Statements of Stockholders Equity (Deficit) (Continued)
Preferred Stock
Shares Amount
Balance, March 31, 1998 2,000,000 $ 200,000
Common stock issued for cash at
approximately $1.40 per share - -
Common stock issued for services
at approximately $1.50 per share - -
Receipt of subscription receivable - -
Common stock issued for debt at
approximately $2.00 per share - -
Currency translation adjustment - -
Net loss for the year ended
March 31, 1999 - -
Balance, March 31, 1999 2,000,000 $ 200,000
Common Stock
Shares Amount
Balance, March 31, 1998 97,206 $ 97
Common stock issued for cash at
approximately $1.40 per share 28,545 29
Common stock issued for services
at approximately $1.50 per share 34,091 34
Receipt of subscription receivable - -
Common stock issued for debt at
approximately $2.00 per share 400 -
Currency translation adjustment - -
Net loss for the year ended
March 31, 1999 - -
Balance, March 31, 1999 160,242 $ 160
Additional Stock
paid in subscription
capital receivable
Balance, March 31, 1998 $ 7,295,700 $ (254,281)
Common stock issued for cash at
approximately $1.40 per share 1,224,251 -
Common stock issued for services
at approximately $1.50 per share 1,495,188
Receipt of subscription receivable - 254,281
Common stock issued for debt at
approximately $2.00 per share 24,000 -
Currency translation adjustment - -
Net loss for the year ended
March 31, 1999 - -
Balance, March 31, 1999 $10,039,139 $ -
Deficit
accumulated
other during the
comprehensive development
income (loss) stage
Balance, March 31, 1998 $ 268,031 $(4,878,515)
Common stock issued for cash at
approximately $1.40 per share - -
Common stock issued for services
at approximately $1.50 per share - -
Receipt of subscription receivable - -
Common stock issued for debt at
approximately $2.00 per share - -
Currency translation adjustment (268,031) -
Net loss for the year ended
March 31, 1999 - (6,031,215)
Balance, March 31, 1999 $ - (10,909,730)
The accompanying notes are an integral part of these consolidated financial
statements.
KOMODO, INC.
(Formerly PhantomFilm.com)
(A Development Stage Company)
Consolidated Statements of Stockholders Equity (Deficit) (Continued)
Preferred Stock
Shares Amount
Balance, March 31, 1999 2,000,000 $ 200,000
Common stock issued for debt
at $2.50 per share - -
Common stock issued for cash at
$0.50 per share - -
Common stock issued for services
at approximately $0.46 per share - -
Common stock issued for license
at $0.50 per share - -
Cancellation of common stock - -
Change in preferred stock at
par value - (198,000)
Net loss for the year ended
March 31, 2000 - -
Balance, March 31, 2000 2,000,000 $ 2,000
Common Stock
Shares Amount
Balance, March 31, 1999 160,242 $ 160
Common stock issued for debt
at $2.50 per share 24,540 25
Common stock issued for cash at
$0.50 per share 3,334 3
Common stock issued for services
at approximately $0.46 per share 39,743 40
Common stock issued for license
at $0.50 per share 8,334 8
Cancellation of common stock (84) -
Change in preferred stock at
par value - -
Net loss for the year ended
March 31, 2000 - -
Balance, March 31, 2000 7,083,142 $ 7,083
Additional Stock
Paid in Subscription
Capital Receivable
Balance, March 31, 1999 $ 10,039,139 $ -
Common stock issued for debt
at $2.50 per share 520,921 -
Common stock issued for cash at
$0.50 per share 49,997 -
Common stock issued for services
at approximately $0.46 per share 553,851 -
Common stock issued for license
at $0.50 per share 124,992 -
Cancellation of common stock (3,750) -
Change in preferred stock at
par value 198,000 -
Net loss for the year ended
March 31, 2000 - -
Balance, March 31, 2000 $ 11,476,303 $ -
Deficit
Accumulated
Other During the
Comprehensive Development
Income (Loss) Stage
Balance, March 31, 1999 $ - $(10,909,730)
Common stock issued for debt
at $2.50 per share - -
Common stock issued for cash at
$0.50 per share - -
Common stock issued for services
at approximately $0.46 per share - -
Common stock issued for license
at $0.50 per share - -
Cancellation of common stock - -
Change in preferred stock at
par value - -
Net loss for the year ended
March 31, 2000 - (796,123)
Balance, March 31, 2000 $ - (11,705,853)
The accompanying notes are an integral part of these consolidated financial
statements.
KOMODO, INC.
(Formerly PhantomFilm.com)
(A Development Stage Company)
Consolidated Statements of Stockholders Equity (Deficit) (Continued)
Preferred Stock
Shares Amount
Balance, March 31, 2000 2,000,000 $ 2,000
Stock issued for services at
$0.08 per share - -
Stock issued for cash at
$0.005 per share - -
Additional expense through
extension and revaluation
of warrants - -
Net loss for the year ended
March 31, 2001 - -
Balance, March 31, 2001 2,000,000 2,000
Stock issued for cash at $0.005
per share - -
Stock issued for cash at $0.001
per share - -
Receipt of subscription receivable - -
Net loss for the six months
ended September 30, 2001
(unaudited) - -
Balance, September 30, 2001
(unaudited) 2,000,000 $ 2,000
Common Stock
Shares Amount
Balance, March 31, 2000 236,109 $ 236
Stock issued for services at
$0.08 per share 3,334 3
Stock issued for cash at
$0.005 per share 162,309 163
Additional expense through
extension and revaluation
of warrants - -
Net loss for the year ended
March 31, 2001 - -
Balance, March 31, 2001 401,752 402
Stock issued for cash at $0.005
per share 133,334 133
Stock issued for cash at $0.001
per share 293,334 293
Receipt of subscription receivable - -
Net loss for the six months
ended September 30, 2001
(unaudited) - -
Balance, September 30, 2001
(unaudited) 828,420 $ 828
Additional Stock
Paid in Subscription
Capital Receivable
Balance, March 31, 2000 $11,483,150 $ -
Stock issued for services at
$0.08 per share 7,997 -
Stock issued for cash at
$0.005 per share 24,183 (24,346)
Additional expense through
extension and revaluation
of warrants 51,761 -
Net loss for the year ended
March 31, 2001 - -
Balance, March 31, 2001 11,567,091 (24,346)
Stock issued for cash at $0.005
per share 19,867 (20,000)
Stock issued for cash at $0.001
per share 8,507 (8,800)
Receipt of subscription receivable - 9,725
Net loss for the six months
ended September 30, 2001
(unaudited) - -
Balance, September 30, 2001
(unaudited) $11,595,465 $ (43,421)
Deficit
Accumulated
Other During the
Comprehensive Developement
Income (Loss) Stage
Balance, March 31, 2000 $ - $(11,705,853)
Stock issued for services at
$0.08 per share - -
Stock issued for cash at
$0.005 per share - -
Additional expense through
extension and revaluation
of warrants - -
Net loss for the year ended
March 31, 2001 - (75,091)
Balance, March 31, 2001 - (11,780,944)
Stock issued for cash at $0.005
per share - -
Stock issued for cash at $0.001
per share - -
Receipt of subscription receivable - -
Net loss for the six months
ended September 30, 2001
(unaudited) - (8,715)
Balance, September 30, 2001 $ - $(11,789,659)
The accompanying notes are an integral part of these consolidated financial
statements.
KOMODO, INC.
(Formerly PhantomFilm.com)
(A Development Stage
Company)
Consolidated Statements of Cash Flows
From
Inception on
November 10,
For the Three Months Ended 1995 Through
September 30, September 30,
2001 2000 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (8,715) $ (12,569)$ 11,789,659
Adjustments to reconcile
net loss to net cash used
by operating activities:
Depreciation and
amortization expense - - 194,021
Stock issued for
services - - 3,526,273
Bad debt expense - - 224,941
Write-off mineral
property - - 3,914,434
Issuance of
warrants - - 68,981
Currency translation
adjustment - - (168,626)
Changes in operating
assets and liabilities:
(Increase) decrease
in accounts receivable - - (213,312)
(Increase) decrease
in deposits and
prepaid expenses 1,333 10,677 (85,365)
Increase (decrease)
in accounts payable 599 (2,158) 162,315
Increase in reserve for
discontinued operations - - 258,161
Net Cash (Used) by
Operating Activities (6,783) (4,050) 3,907,836
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of fixed
assets - - (149,014)
Purchase of mineral
property and deferred
exploration costs - - (2,762,539)
Net Cash (Used)
by Investing Activities - - 2,911,553)
CASH FLOWS FROM
FINANCING ACTIVITIES
Decrease in
cash overdraft (2) 1,551 9
Proceeds from
common stock 9,725 - 5,349,900
Payments on notes
payable - related
party (2,940) - 1,469,480
Net Cash Provided
by Financing Activities 6,783 1,551 6,819,389
NET INCREASE IN CASH - (2,499) -
CASH AT BEGINNING OF PERIOD - 2,499 -
CASH AT END OF PERIOD $ $ - $ -
KOMODO, INC.
(Formerly PhantomFilm.com)
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
Inception on
November 10,
For the Three Months Ended 1995 Through
September 30, September 30,
2001 2000 2001
CASH PAID FOR:
Interest $ - $ $ -
Income taxes $ - $ $ -
NON-CASH
FINANCING ACTIVITIES
Common stock issued
for acquisition $ - $ - $ 394,062
Common stock issued
for debt conversion $ - $ - $1,210,719
Common stock issued
for mineral properties $ - $ - $ 550,000
Common stock issued
for services $ - $ - $3,518,273
Common stock issued
for license $ - $ - $ 125,000
KOMODO, INC.
(Formerly PhantomFilm.com)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2001 and March 31, 2001
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at September 30, 2001
and 2000 and for all periods presented have been made.
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Companys March 31, 2001 audited
consolidated financial statements. The results of operations for period ended
September 30, 2001 and 2000 are not necessarily indicative of the operating
results for the full year.
NOTE 2 - GOING CONCERN
The Companys consolidated financial statements are prepared using generally
accepted accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other current
assets, nor does it have an established source of revenues sufficient to cover
its operating costs and to allow it to continue as a going concern. The Company
intends to develop business on the internet. In the interim, management is
committed to meeting the operational cash flow needs of the Company.
NOTE 3 - CHANGE IN BUSINESS PLAN
On September 27, 2001, the Companys board of directors and majority
shareholders voted to (1) change the name of the Company to Komodo, Inc., (2)
effect a reverse stock split of the issued and outstanding common stock on a
1-for-30 basis, and (3) change the business plan of the Company to include an
e-commerce business which covers general revenues either through acquisitions,
or otherwise. All references to common stock have been retroactively restated.
When the Company has implemented its new business plan, all prior operations
will be reclassified as discontinued operations.
KOMODO, INC.
(Formerly PhantomFilm.com)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2001 and March 31, 2001
NOTE 4 - SUBSEQUENT EVENTS
On October 15, 2001, the Companys Board of Directors authorized the sale of
500,000 shares of common stock for cash in the amount of $500,000 at a purchase
price of $1.00 per share.
On October 15, 2001, the Companys Board of Directors authorized the sale of
150,000 shares of common stock for cash in the amount of $37,500 at a purchase
price of $0.25 per share.
On October 15, 2001, the Companys Board of Directors issued a cashless warrant
to a related party to purchase 1,500,000 shares of common stock at an exercise
price of $0.25 per share expiring October 15, 2011.
KOMODO, INC.
FORM 10Q
For the period ending September 30, 2001
Managements Discussion and Analysis
Plan of Operation
As at the end of the quarter, the Company was not engaged in any substantive
business activity. Subsequent to the end of the quarter the company entered into
negotiations to acquire some technology in the virus protection field. The
Company is in the process of completing this transaction. Upon completion, the
corporate focus will be on developing a worldwide network for a web based email
system, which combats and destroys viruses before they infect your computer and
its documents. This technology incorporates a fundamentally different and unique
approach to the delivery of email via the Internet. We believe that the
protection of email or software downloads is a viable business opportunity for
Komodo.
At the AGM held September 27th, 2001 the shareholders of the Company voted to
focus the corporate direction towards the Internet, to change the name of the
company to Komodo, Inc. and to reverse split the stock on a 30:1 ratio.
This Form 10-Q contains forward-looking statements that involve risks and
uncertainties. We may use words such as "anticipates," "believes," "plans,"
"expects," "future," "intends," "may," "will," "should," "estimates,"
"predicts," "potential," "continue" and similar expressions to identify such
forward-looking statements. Forward-looking statements are subject to known and
unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance, achievements and prospects to be
materially different from those expressed or implied by such forward-looking
statements. These forward-looking statements apply only as of the date of this
Form 10-Q. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties, and assumptions,
the forward-looking events discussed in this Form 10-Q might not occur. Our
actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described above and elsewhere in this Form 10-Q and readers are cautioned not to
place undue reliance on these forward looking statements, which reflect
management's analysis only as of the date hereof.
12
Results of Operations
We have incurred significant losses since inception on November 10, 1995. From
inception to September 30, 2001, the Company has incurred a net loss of
$11,789,659, with a net loss of $3,333 for the three months ended September 30,
2001.
For the majority of this quarter the Company was not engaged in any substantive
business activity.
We estimate that existing sources of liquidity, forecasted funds from operations
and the funds provided by anticipated capital activity will satisfy our
projected working capital requirements through the remainder of fiscal 2001. Our
ability to maintain sufficient liquidity through fiscal 2002 is particularly
dependent on us achieving our corporate goals of developing a virus protection
product. If we need to raise additional capital, such capital may not be
available on acceptable terms, if at all. Additional financing may result in
substantial and immediate dilution to existing stockholders. If adequate funds
are not available to satisfy either short or long-term capital requirements, we
may be required to curtail our operations significantly or to seek funds through
arrangements with strategic partners, existing investors or other parties.
Subsequent to the quarter the Company entered into the following equity
transactions:
1. The sale of 150,000 common shares for cash in the amount of $37,500 at a
purchase price of $0.25 per share.
2. The sale of 500,000 common shares for cash in the amount of $500,000 at a
purchase price of $1.00 per share.
3. The Companys Board of Directors issued a cashless warrant to a related
party to purchase 1,500,000 shares of common stock at an exercise price of $.25
per share expiring October 15, 2011.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
During the quarter the company issued the following shares for cash: 4,000,000
at $0.005 per share (133,334 post split) and 8,800,000 at $0.001 per share
(293,334 post split). None of the above noted shares involved a public offering.
13
Item 3. Defaults Upon Senior Securities
None; not applicable
Item 4 Submission of Matters to a Vote of Security Holders
An annual meeting of the shareholders of PhantomFilm.com was held on the
27th of September, 2001. The following resolutions were passed at the meeting:
1. The following directors were re-elected: Gordon Muir, Penny Perfect, Victor
Cardenas and Katharine Johnston.
2. Shareholder approval was obtained for the following amendments to the
Articles of Incorporation:
Article I - to change the name of the Corporation from PhantomFilm.com to
Komodo, Inc.
Article IV - to reverse split the issued and outstanding common shares of the
Company in the ratio of one share for thirty, with fractional shares being
rounded up to the nearest whole shares and with appropriate adjustments in the
stated capital and additional paid in capital accounts. The authorized capital
will remain constant.
3. Shareholder approval was obtained to the year 2001 Stock Option Plan for the
Directors, Officers and key employees of the Company. The Directors were also
given authority to issue shares to the Directors and Officers in lieu of
compensation pursuant to an expanded bonus and stock option plan.
4. Shareholder approval was given to a change of business for the Company,
including but not limited to, an e-commerce business that could generate
revenues within the next 12 months either through the acquisition of an existing
company or the acquisition of a technology company.
Item 5. Other Information
None; not applicable
14
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Report on Form 8-K
None
15
SIGNATURES
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.
KOMODO, INC.
Date: November 14, 2001 _________________________
By / s / Victor Cardenas
President / Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:
KOMODO, INC.
Date: November 14, 2001 ____________________
By / s / Victor Cardenas
President / Director
Date: November 14, 2001 ____________________
By / s / Gordon Muir
CEO/Director
Date: Noveber 14, 2001
____________________
By / s / Penny Perfect
Director
Date: November 14, 2001 ____________________
By / s / Katharine Johnston
Director