SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2002/A
[ ] 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 December 31, 2002
Transitional Small Business Format Yes No X
No exhibits included.
COZUMEL CORPORATION
(A Development Stage Company)
UNAUDITED CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, December 31,
2002 2002
CURRENT ASSETS $ -- $ --
--------------- -------------
Total Current Assets -- --
--------------- -------------
$ -- $ --
=============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 669 $ 719
Accounts payable - related party 4,032 4,032
--------------- -------------
Current Liabilities $ 4,701 $ 4,751
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 (5,716) (5,766)
--------------- -------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (4,701) (4,751)
--------------- -------------
$ -- $ --
=============== =============
Note: The balance sheet at June 30, 2002 was taken from the audited financial
statements at that date and condensed.
The accompanying notes are an integral part of the
financial statements.
COZUMEL CORPORATION
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FROM INCEPTION
FOR THE THREE FOR THE SIX ON APRIL 20
MONTHS ENDED MONTHS ENDED1994 THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31
2002 2001 2002 2001 2002
REVENUES $ -- $ -- $ -- $ -- $ --
-------------- ------------- ------------- ------------ ----------------
EXPENSES
General and Administrative 50 950 50 950 5,766
-------------- ------------- ------------- ------------ ----------------
LOSS BEFORE INCOME TAXES (50) (950) (50) (950) (5,766)
CURRENT TAX EXPENSE -- -- -- -- --
DEFERRED TAX EXPENSE -- -- -- -- --
-------------- ------------- ------------- ------------ ----------------
NET (LOSS) $ (50) $ (950) $ (50) $ (950) $ (5,766)
-------------- ------------- ------------- ------------ ----------------
LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.00) $ (.00) $ (.01)
============== ============= ============= ============ ================
The accompanying notes are an integral part of these unaudited
condensed financial statements.
COZUMEL CORPORATION
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
FROM INCEPTION
FOR THE SIX ON APRIL 20,
MONTHS ENDED 1994 THROUGH
DECEMBER 31, DECEMBER 31,
2002 2001 2002
Cash Flows from Operating Activities:
Net (Loss) $ (50) $ (950) $ (5,766)
Adjustments to reconcile net loss to net cash
used by operating activities:
Amortization -- -- 1,015
Changes in assets and liabilities:
Increase in accounts payable 50 -- 719
Increase in accounts payable
- related party -- 950 4,032
-------------- -------------- --------------------------
Net cash provided by Operating Activities -- -- --
------ ---------- --------------
Cash Flows from Investing Activities:
Payment of organization costs -- -- (1,015)
-------------- -------------- --------------------------
Net Cash (Used) by Investing Activities -- -- (1,015)
------ ---------- -------------------
Cash flows from Financing Activities:
Proceeds from sale of common stock -- -- 1,015
-------------- -------------- --------------------------
Net Cash Provided by Financing Activities -- -- 1,015
------ ---------- -----------------
Net Increase (Decrease) in Cash -- -- --
Cash at Beginning of Period -- -- --
-------------- -------------- --------------------------
Cash at End of Period $ -- $ -- $ --
============= ============== ==========================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ -- $ -- $ --
------ ---------- --------------
Income taxes $ -- $ -- $ --
------------- ------------- -------------------------
Supplemental Schedule of Non-cash investing and Financing Activities:
For the six months ended December 31, 2002: None
For the six months ended December 31, 2001: None
The accompanying notes are an integral part of these unaudited condensed
financial statements.
COZUMEL CORPORATION
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
December 31, 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Cozumel Corporation ("the Company") was organized under the laws
of the State of Delaware on April 20, 1994 for the purpose of seeking out
business opportunities, including acquisitions. The Company is considered a
development stage company as defined in Statement of Financial Accounting
Standards ("SFAS") No. 7. The Company will be very dependent on the skills,
talents and abilities of management to successfully implement its business plan.
Due to the Company's lack of capital, it is likely that the Company will not be
able to compete with larger and more experienced entities for business
opportunities which are lower risk and are more attractive for such entities.
Business opportunities in which the Company may participate will likely be
highly risky and speculative. The Company has, at the present time, not paid any
dividends and any dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.
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) 2002 and 2001 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
in the United States of America 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, 2002
audited financial statements. The results of operations for the periods ended
December 31, 2002 and 2001 are not necessarily indicative of the operating
results for the full year.
Cash and Cash Equivalents - The Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
Income Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" [See Note 3].
Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding
during the period presented in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per
Share". [See Note 6]
Accounting Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date of
the financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those estimated.
COZUMEL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 149, "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities," and SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity," were
recently issued. SFAS No. 149 and 150 have no current applicability to the
Company or their effect on the financial statements would not have been
significant.
NOTE 2 - CAPITAL STOCK
Preferred Stock - The Company has authorized 1,000,000 shares of preferred
stock, $.001 par value, with such
rights, preferences and designations and to be issued in such series as
determined by the Board of Directors. No
shares are issued and outstanding at December 31, 2002 and June 30, 2002.
Common Stock - The Company has authorized 20,000,000 shares of common stock with
a par value of $.001. In April 1994, in connection with its organization, the
Company issued 1,000,000 shares of its previously authorized, but unissued
common stock. The shares were issued for cash of $1,015 (or approximately $.001
per share).
1994 Stock Option Plan - On April 20, 1994, the Company adopted the 1994 Stock
Option Plan. The plan provides for the granting of awards of up to 2,000,000
shares of common stock to officers, directors, employees, advisors, and
employees of other companies that do business with the Company as non-qualified
and qualified stock options. The Stock Option Committee of the Board of
Directors determines the option price, which cannot be less than the fair market
value at the date of the grant or 110% of the fair market value if the recipient
of the grant holds 10% or more of the Company's common stock. The price per
share of shares subject to a Non-Qualified option cannot be less than 85% of the
fair market value. Options granted under the plan will typically expire ten
years from the date of the grant (five years if the recipient of the grant holds
10% or more of the Company's common stock on the date of the grant) or three
months after termination of employment. As of December 31, 2002, no options have
been granted.
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes". SFAS 109 requires
the Company to provide a net deferred tax asset/liability equal to the expected
future tax benefit/expense of temporary reporting differences between book and
tax accounting methods and any available operating loss or tax credit
carryforwards. The Company has available at December 31, 2002, unused operating
loss carryforwards of approximately $5,800 which may be applied against future
taxable income and which expire in various years through 2023.
COZUMEL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 3 - INCOME TAXES - CONTINUED
The amount of and ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company, and other future events, the
effects of which cannot be determined. Because of the uncertainty surrounding
the realization of the loss carryforwards the Company has established a
valuation allowance equal to the tax effect of the loss carryforwards and,
therefore, no deferred tax asset has been recognized for the loss carryforwards.
The net deferred tax assets are approximately $1,960 and $1,950 as of December
31, 2002 and June 30, 2002, respectively, with an offsetting valuation allowance
of the same amount resulting in a change in the valuation allowance of
approximately $10 during the six months ended December 31, 2002.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - For the six months ended December 31, 2002 and 2001,
the Company did not pay any compensation to any officer or director of the
Company.
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use his offices as
a mailing address, as needed, at no expense to the Company.
Accounts Payable - Related Party - During the six months ended December 31, 2002
and 2001, a former officer/shareholder of the Company directly paid expenses
totaling $0 and $0 on behalf of the Company. At December 31, 2002, the Company
owed the shareholder $4,032. No interest is being accrued on the payable.
NOTE 5 - 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.
COZUMEL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 6 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
FROM INCEPTION
FOR THE THREE FOR THE SIX ON APRIL 20
MONTHS ENDED MONTHS ENDED1994 THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31
2002 2001 2002 2001 2002
Loss from continuing operations
available to common
shareholders (numerator) $ (50) $ (950) $ (50) $ (950) $ (5,766)
-------------- ------------- ------------- ------------ ----------------
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
-------------- ------------- ------------- ------------ ----------------
Dilutive loss per share was not presented, as the Company had no common stock
equivalent shares for all periods presented that would affect the computation of
diluted loss per share.
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: September 1, 2004 By:/s/ Jehu Hand
-------------
Jehu Hand,
President and Chief Financial
Officer (chief financial officer
and accounting officer and duly
authorized officer)