SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly
period ended September 30, 2002.
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ______ to ______ .
Commission file number: 001-07894
-----------
TORCHMAIL COMMUNICATIONS, INC.
--------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 95-2312900
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2899 Agoura Road, #168, Westlake Village, CA 91361
---------------------------------------------------------------
(Address of principal executive office) (Zip Code)
(818) 991-6020
(Issuer's telephone number)
Check whether the issuer: (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
----- ------
The number of outstanding shares of the issuer's common stock, $0.001 par value
(the only class of voting stock), as of November 5, 2002 was 12,909,543
1
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.....................................................................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION................................................4
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS........................................................................................6
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS................................................................6
ITEM 3. DEFAULTS UPON SENIOR SECURITIES .........................................................................6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......................................................6
ITEM 5. OTHER INFORMATION........................................................................................6
ITEM 6 INDEX TO EXHIBITS.........................................................................................7
SIGNATURES........................................................................................................9
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
2
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Torchmail Communications, Inc., a
Delaware corporation, its consolidated entities, and predecessors unless
otherwise indicated. Unaudited, condensed interim financial statements including
a balance sheet for the Company as of the quarter ended September 30, 2002, and
statements of operations, and statements of cash flows for the interim period up
to the date of such balance sheet and the period from inception, August 21,
1999, through September 30, 2002, are attached hereto as Pages F-1 through F-5
and are incorporated herein by this reference.
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY.]
3
INDEX TO FINANCIAL STATEMENTS
PAGE
Condensed Unaudited Balance Sheet...............................................................................F-2
Statements of Unaudited Condensed Operations....................................................................F-3
Statements of Unaudited Condensed Cash Flows....................................................................F-4
Notes to Unaudited Financial Statements.........................................................................F-5
F-1
TORCHMAIL COMMUNICATIONS, INC.
(A Development Stage Company)
UNAUDITED CONDENSED BALANCE SHEET
September 30, 2002
Unaudited
September
30, 2002
------------------
ASSETS
CURRENT ASSETS
Cash -
Investments, available for sale $ 12,500
------------------
Total Current Assets 12,500
TOTAL ASSETS $ 12,500
------------------
------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable 17,964
Related party payable 21,332
-------------------
Total Current Liabilities 39,296
TOTAL LIABILITIES $ 39,296
-------------------
-------------------
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.001 par value, 10,000,000 shares authorized;
issued and outstanding -0- shares -
Common stock, $0.001 par value, 200,000,000 shares authorized,
3,773,375 shares issued and outstanding 3,773
Additional Paid in Capital 181,922
Deficit accumulated during the development stage (212,491)
-------------------
Total Stockholders' Equity (Deficit) (26,796)
-------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY( DEFICIT) $ 12,500
-------------------
See Notes To Financial Statements.
F-2
TORCHMAIL COMMUNICATIONS, INC.
(A Development Stage Company)
UNAUDITED STATEMENTS OF OPERATIONS
From inception
For the three months For the six months (August 21,
ended ended 1999)
September 30, September 30, to
September 30,
2002 2001 2002 2001 2002
------------- ------------ --- -------------- ------------ -------------------
Sales $ - - - - -
General and Administrative Expenses 350 43,371 2,680 77,099 505,433
------------- ------------ --- -------------- ------------ -------------------
Loss From Operations (350) (43,371) (2,680) (77,099) (505,433)
------------- ------------ --- -------------- ------------ -------------------
Other Income
Refund of funds previously expended - - - - 194,382
Interest income - - - - 7,329
------------- ------------ --- -------------- ------------ -------------------
Total Other Income - - - - 201,711
------------- ------------ --- -------------- ------------ -------------------
Loss before taxes and extraordinary
items (350) (43,371) (2,680) (77,099) (303,722)
Provision for income taxes - - - - -
------------- ------------ --- -------------- ------------ -------------------
Loss before extraordinary items (350) (43,371) (2,680) (77,099) (303,722)
Extraordinary items - gain on
forgiveness of debt, net of $0 taxes - - - - 91,231
Net Loss $ (350) (43,371) (2,680) (77,099) (212,491)
Loss per share $ 0.00 (0.06) 0.00 (.17)
Weighted average shares outstanding* 3,773,000 730,000 3,773,000 441,500
------------- ------------ --- -------------- ------------
* adjusted for 5 for 1 forward split
See Notes to Financial Statements.
F-3
TORCHMAIL COMMUNICATIONS, INC.
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
From
inception
(August 21,
For the Six Months Ended 1999)
September 30, to
September
30,
2002 2001 2002
------------- --------------- -------------------
Cash Flows from Operating Activities
Net Loss (2,680) (77,099) (212,491)
Adjustments to reconcile net loss to net cash
used in operating activities:
Increase in accounts payable 350 25,835 17,964
Issuance of common stock for services - 46,228 46,228
Increase in related party payable 2,330 5,036 28,299
------------- --------------- -------------------
Net Cash Used in Operating Activities - - (120,000)
------------- --------------- -------------------
Cash flow from Investing Activities - - -
------------- --------------- -------------------
Cash flow from Financing Activities
Issuance of common stock for cash - - 120,000
------------- --------------- -------------------
Net Cash Provided by Financing Activities - - 120,000
------------- --------------- -------------------
Net Increase (Decrease) in Cash - - -
Cash at Beginning of Period - - -
------------- --------------- -------------------
Cash at End of Period $ - - -
------------- --------------- -------------------
Supplemental Disclosures
Interest paid $ - - -
Income taxes paid - - -
See Notes to Financial Statements.
F-4
TORCHMAIL COMMUNICATIONS, INC.
(A Development Stage Company)
Notes to the Unaudited Financial Statements
September 30, 2002
NOTE 1 - PRELIMINARY NOTE
The accompanying condensed financial statements have been prepared
without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and disclosures normally
included in the financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. These financial statements reflect all adjustments which, in
the opinion of management, are necessary to present a fair statement of
the results for the periods included. It is suggested that these
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on
Form 10- KSB for the period ended March 31, 2002.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Marketable Securities
The Company classifies its marketable debt and equity securities as
"held to maturity" if it has the positive intent and ability to hold
the securities to maturity. All other marketable debt and equity
securities are classified as "available for sale." Securities
classified as "available for sale" are carried in the financial
statements at fair value. Realized gains and losses, determined using
the specific identification method, are included in operations;
unrealized holding gains and losses are reported as a separate
component of equity. Securities classified as held to maturity are
carried at amortized cost. For both categories of securities, declines
in fair value below amortized cost
NOTE 3 - COMMON STOCK SPLITS
On March 17, 2002, the Company approved a 5-for-1 common stock split
and on January 26, 2001, as part of the merger agreement between
Torchmail and Erly, the Company completed a 1-for-100 reverse common
stock split. All common share amounts and per share information have
been retroactively adjusted to reflect these common stock splits in the
accompanying consolidated financial statements.
NOTE 4 - SUBSEQUENT EVENTS
On October 18, 2002, the Company consummated the acquisition of one
hundred percent (100%) of the outstanding common stock of Virtual
Interviews, a Nevada corporation ("VI"). This acquisition resulted from
the Company's efforts over a period of time to locate an existing
business or business assets with which the Company could enter into a
merger or acquisition.
The terms and conditions of the acquisition of VI were contained in a
Stock Purchase Agreement and Plan of Reorganization dated as of August
27, 2002 (the "Acquisition Agreement"), entered into by the Company and
the shareholders of VI. At the effective date of the Acquisition (the
"Effective Date"), the Company issued 9,384,543 shares of its common
stock to the shareholders of VI in exchange for the 9,384,543 shares of
common stock of VI outstanding at the Effective Date, based upon an
exchange ratio of one share of Company Stock for every one share of
VI's common stock issued and outstanding at the Effective Date.
F-5
In addition, as part of the consideration for the acquisition, the
Company assumed the obligations of certain VI shareholders to Hudson
Consulting Group, Inc. ("Hudson"), a shareholder of the Company,
pursuant to a Two Hundred Thousand Dollar ($200,000) note payable to
Hudson (the "Note Payable"). The Note Payable represents payments due
to Hudson by Isaac P. Simmons, Kathryn A. Christmann, Gerard Nolan,
David Cronshaw, Interactive Ideas Consulting Group, Jonathan Thomas and
Phillip Crawford, all former shareholders of VI with the exception of
Isaac P. Simmons and Kathryn A. Christmann (the "Purchasers") pursuant
to Purchasers' acquisition of Two Million Eight Hundred Eleven Thousand
Nine Hundred (2,811,900) shares of the Company's common stock,
representing 79.8% of all issued and outstanding common stock of the
Company, pursuant to a Stock Purchase Agreement entered into between
Purchasers and Hudson. Payment of the Note Payable is secured by a
Stock Pledge Agreement for two-thirds of the shares transferred to
Purchasers and two- thirds of the 9,384,543 shares of the Company's
common stock issued to the VI shareholders (including the Purchasers)
in the VI acquisition referenced above. The Note Payable calls for
payments of $100,000 on or before the 120th day following the closing
of the Hudson stock purchase (the "Closing") and $100,000 on or before
the 180th day following the Closing.
As provided in the Acquisition Agreement all but one of the Company's
Directors resigned at the Effective Date, and four VI Directors and
shareholders, Catherine Thompson (who also serves as VI's Chief
Financial Officer), Gerard Nolan (who also serves as Chief Executive
Officer of VI), David Cronshaw and Michael Avatar, were elected to
serve on the Company's Board of Directors. Mr. Nolan was also elected
to serve as President and Chief Executive Officer of the Company, and
each of the executive officers of VI were elected as executive officers
of the Company.
F-6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT
OF 1934, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING OUR EXPECTATIONS,
BELIEFS, INTENTIONS OR FUTURE STRATEGIES THAT ARE SIGNIFIED BY THE WORDS
"EXPECTS", "ANTICIPATES", "INTENDS", "BELIEVES", OR SIMILAR LANGUAGE. THESE
FORWARD-LOOKING STATEMENTS INVOLVE RISKS, UNCERTAINTIES AND OTHER FACTORS. ALL
FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED ON INFORMATION
AVAILABLE TO THE COMPANY ON THE DATE HEREOF AND SPEAK ONLY AS OF THE DATE
HEREOF. THE FACTORS DISCUSSED BELOW UNDER "RISK FACTORS" AND ELSEWHERE IN THIS
QUARTERLY REPORT ON FORM 10-QSB ARE AMONG THOSE FACTORS THAT IN SOME CASES HAVE
AFFECTED THE COMPANY'S RESULTS AND COULD CAUSE THE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS.
Plan of Operations
As used herein the term "Company" refers to Torchmail Communications, Inc., a
Delaware corporation, its consolidated entities, and its predecessors, unless
the context indicates otherwise. The Company emerged from bankruptcy on August
21, 1999 as Erly Industries, Inc. The Company's business plan during the quater
was to acquire operations through an acquisition, merger or to begin its own
start-up business.
On October 18, 2002, the Company consummated the acquisition of one hundred
percent (100%) of the outstanding common stock of Virtual Interviews, a Nevada
corporation ("VI"). This acquisition resulted from the Company's efforts over a
period of time to locate an existing business or business assets with which the
Company could enter into a merger or acquisition.
The terms and conditions of the acquisition of VI were contained in a Stock
Purchase Agreement and Plan of Reorganization dated as of August 27, 2002 (the
"Acquisition Agreement"), entered into by the Company and the shareholders of
VI. At the effective date of the Acquisition (the "Effective Date"), the Company
issued 9,384,543 shares of its common stock to the shareholders of VI in
exchange for the 9,384,543 shares of common stock of VI outstanding at the
Effective Date, based upon an exchange ratio of one share of Company Stock for
every one share of VI's common stock issued and outstanding at the Effective
Date.
In addition, as part of the consideration for the acquisition, the Company
assumed the obligations of certain VI shareholders to Hudson Consulting Group,
Inc. ("Hudson"), a shareholder of the Company, pursuant to a $200,000 note
payable to Hudson (the "Note Payable"). The Note Payable represents payments due
to Hudson by Isaac P. Simmons, Kathryn A. Christmann, Gerard Nolan, David
Cronshaw, Interactive Ideas Consulting Group, Jonathan Thomas and Phillip
Crawford, all former shareholders of VI with the exception of Isaac P. Simmons
and Kathryn A. Christmann (the "Purchasers") pursuant to Purchasers' acquisition
of 2,811,900 shares of the Company's common stock, representing 79.8% of all
issued and outstanding common stock of the Company, pursuant to a Stock Purchase
Agreement entered into between Purchasers and Hudson. Payment of the Note
Payable is secured by a Stock Pledge Agreement for two-thirds of the shares
transferred to Purchasers and two-thirds of the 9,384,543 shares of the
Company's common stock issued to the VI shareholders (including the Purchasers)
in the VI acquisition referenced above. The Note Payable calls for
4
payments of $100,000 on or before the 120th day following the closing of the
Hudson stock purchase (the "Closing") and $100,000 on or before the 180th day
following the Closing.
As provided in the Acquisition Agreement all but one of the Company's Directors
resigned at the Effective Date, and four VI Directors and shareholders,
Catherine Thompson (who also serves as VI's Chief Financial Officer), Gerard
Nolan (who also serves as Chief Executive Officer of VI), David Cronshaw and
Michael Avatar, were elected to serve on the Company's Board of Directors. Mr.
Nolan was also elected to serve as President and Chief Executive Officer of the
Company, and each of the executive officers of VI were elected as executive
officers of the Company.
CONTROLS AND PROCEDURES
On November 13, 2002, management concluded its evaluation of the effectiveness
of the company's disclosure controls and procedures. As of that date, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company maintains effective disclosure controls and procedures that ensure
information required to be disclosed in the Company's reports under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms. Specifically,
the disclosure controls and procedures assure that information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. There have been no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of management's evaluation.
5
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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.
6
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
3(i) * Articles of Incorporation of
Torchmail Communications, Inc. (Incorporated by
reference from Form 14C filed 12/19/2000).
3(ii) * Agreement of Merger of Erly
Industries, Inc. into Torchmail Communications,
Inc. (Incorporated by reference from Form 10-QSB filed August 1, 2001).
99. Certification
Incorporated by reference from previous filings of the Company.
7
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized, this 14th day of November, 2002.
TORCHMAIL COMMUNICATIONS, INC.
/s/ Gerard Nolan November 14, 2002
-----------------------------------------------------------------------
Gerard Nolan, President CEO
President CEO
/s/ Catherine Ann Thompson November 14, 2002
-----------------------------------------------------------------------
Catherine Ann Thompson, Vice-President CEO
CFO
8
CERTIFICATION
I, Catherine Thompson, certify that:
1. I have reviewed this quarterly report on Form 1
QSB of Torchmail Communications, 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
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 we 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
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 function):
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
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: November 13, 2002
/s/ Catherine Ann Thompson I
Catherine Ann Thompson
Chief Financial Officer
9
CERTIFICATION
I, Gerard Nolan, certify that:
1. I have reviewed this quarterly report on Form 1
QSB of Torchmail Communications, 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
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 we 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
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 function):
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
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: November 13, 2002
/s/ Gerard Nolan I
Gerard Nolan
Chief Executive Officer
10