SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 [ ] 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 0-27835 CIK Number 0001092793 COZUMEL CORPORATION (Exact Name of small business issuer as specified in its charter) Delaware 33-0619262 (State or other Jurisdiction of I.R.S. Employer Identi- Incorporation or Organization fication No.) 24351 Pasto Road, #B, Dana Point, California 92629 (Address of Principal Executive Offices) (Zip Code) (949) 489-2400 (Issuer's Telephone Number, including Area Code) Indicate by check mark whether the Registrant (i) 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 (of for such shorter period that the Registrant was required to file such reports) and (ii) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Common Stock, $.001 par value 1,000,000 - ---------------------------------- --------------------- Title of Class Number of Shares outstanding at September 30, 2003 Transitional Small Business Format Yes No X No exhibits included. COZUMEL CORPORATION (A Company in the Development Stage) BALANCE SHEETS ASSETS June 30, September 30, 2003 2003 TOTAL CURRENT ASSETS $ $ ========= = LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 420 $ 420 Accounts payable - related party 4,032 4,032 --------- -------- TOTAL LIABILITIES $4,452 $ 4,452 STOCKHOLDERS' EQUITY (DEFICIT) Preferred Stock, $.001 par value; 1,000,000 shares authorized; no shares issued and outstanding Common Stock, $.001 par value; 20,000,000 shares authorized; 1,000,000 shares issued and outstanding 1,000 1,000 Capital in excess of par value 15 15 Deficit accumulated during the development stage (5,467) (5,467) --------- -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (4,452) (4,452) --------- -------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ $ ========= = The accompanying notes are an integral part of the financial statements. COZUMEL CORPORATION (A Company in the Development Stage) STATEMENTS OF OPERATIONS CUMULATIVE FOR THE THREE FROM INCEPTION MONTHS ENDED (April 20, 1994) September 30, TO 2003 2002September 30, 2003 REVENUES $ -0- $ -0- $ -0- -------------- -------------- ------------------------ OPERATING EXPENSES General and Administrative 5,467 TOTAL OPERATING EXPENSES 5,467 NET (LOSS) $ (5,467) NET (LOSS) PER SHARE $ $ $ (.00) ============== ============== ======================== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 1,000,000 1,000,000 1,000,000 ============== ============== ======================== See accompanying Notes to Financial Statements. COZUMEL CORPORATION (A Company in the Development Stage) STATEMENTS OF CASH FLOWS CUMULATIVE FOR THE THREE FROM INCEPTION MONTHS ENDED (April 20, 1994) September 30, TO 2003 2002September 30, 2003 CASH FLOWS FROM OPERATING ACTIVITIES Net (Loss) $ $ $ (5,467) Add item not requiring the use of cash - amortization 1,015 Increase (decrease) in accounts payable 4,452 Net cash flows from operating Activities CASH FLOWS FROM INVESTING ACTIVITIES Organizational Costs (1,015) CASH FLOWS FROM FINANCING ACTIVITIES Sale of Common Stock 1,015 Net Cash flows from financing activities 1,015 NET INCREASE (DECREASE) IN CASH CASH BALANCE AT BEGINNING OF PERIOD CASH BALANCE AT END OF PERIOD $ $ $ ============== ============== = See accompanying Notes to Financial Statements. 7 COZUMEL CORPORATION (A Company in the Development Stage) NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) September 30, 2003 1. Comments NOTE 1 -- CONDENSED FINANCIAL STATEMENTS The accompanying 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, 2003 and 2002 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the company's June 30, 2003 financial statements. The results of operations for the periods ended September 30, 2003 and 2002 are not necessarily indicative of the results of operations to be expected for the full fiscal year. NOTE 2 - RELATED PARTY TRANSACTIONS Accounts Payable -- Related Party -- The Company owes a total of $4,032 to an officer/shareholder for expenses paid on behalf of the company since inception. NOTE 3 -- GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has not yet been successful in establishing profitable operations. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock or through a possible business combination with another company. There is no assurance that the Company will be successful in raising this additional capital or achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The Company has limited working capital and no activities. Item 3. Controls and Procedures. (a) Evaluation of disclosure controls and procedures. The Company's principal executive officer and its principal financial officer, based on their evaluation of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d -14 (c) as of a date within 90 days prior to the filing of this Quarterly Report on Form 10Q, have concluded that the Company's disclosure controls and procedures are adequate and effective for the purposes set forth in the definition in Exchange Act rules. (b) Changes in internal controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's internal controls subsequent to the date of their evaluation. PART II. OTHER INFORMATION 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 Exhibits--None Reports on Form 8-K--None. 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. COZUMEL CORPORATION Date: November 17, 2003 By:/s/ Jehu Hand ------------- Jehu Hand, President and Chief Financial Officer (chief financial officer and accounting officer and duly authorized officer) CERTIFICATIONS I, Jehu Hand, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Cozumel Corporation; 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 efectiveness 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: November 17, 2003 /s/ Jehu Hand Jehu Hand President and Chief Executive Officer