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 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 Development Stage Company)
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
June 30, September 30,
2003 2003
CURRENT ASSETS
$ - $ -
-------- -------
Total Current Assets _____ -------
$ - -
==== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 823 $ 823
Accounts payable - related party 4,032 4,032
--------- --------
Total Current Liabilities $ 4,855 $ 4,855
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 (5,870) (5,870)
--------- --------
Total Stockholders' Equity (Deficit) (4,855) (4,855)
------- ----------------
$ $
Note: The balance sheet at June 30, 2003 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 CONDENSED STATEMENTS OF OPERATIONS
CUMULATIVE
FOR THE THREE FROM INCEPTION
MONTHS ENDED (April 20, 1994)
September 30, TO
2003 2002 September 30, 2003
REVENUE $ - $ - $ -
-------------- -------------- -------------
EXPENSES:
General and Administrative - - 5,870
-------------- -------------- -------------
LOSS BEFORE INCOME
TAXES - - (5,870)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE __________- __________- __________-
NET LOSS $ - $ - $ (5,870)
============= ========== ==============
LOSS PER COMMON SHARE $_________- $_________- $____(.01)
The accompanying notes are an integral part of these unaudited
condensed financial statements.
MARITIME VENTURES, INC.
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
CUMULATIVE
FOR THE THREE FROM INCEPTION
MONTHS ENDED (April 20, 1994)
September 30, TO
2003 2002 September 30, 2003
Cash Flows from Operating Activities:
Net loss $ $ $ (5,870)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization - - 1,015
Changes in assets and liabilities:
Increase in accounts payable - - 823
Increase in accounts payable-related party 4,032
Net Cash Provided by Operating Activities - -
Cash Flows from Investing Activities:
Payments of organization costs (1,015)
Net Cash (Used) by
Financing Activities -- -- (1,015)
Cash Flows from Financing Activities:
Proceeds from 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 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 three months ended September 30, 2003:
None
For the three months ended September 30, 2002:
None
The accompanying notes are an integral part of these unaudited
condensed financial statements.
COZUMEL CORPORATION
(A Company in the Development Stage)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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. Since inception, the Company's
activities have been limited to organizational matters. 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) 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
audited 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.
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].
Cash and Cash Equivalents - For purposes of the statement of cash flows,
the Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents.
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]
COZUMEL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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.
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 September 30 2003 and June 30, 2003.
Common Stock - The Company has authorized 20,000,000 shares of common stock
with a par value of $.001. On April 20, 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 $.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 September 30, 2003, 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
COZUMEL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 3 - INCOME TAXES - CONTINUED
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. he Company has available at September 30, 2003,
unused operating loss carryforwards of approximately $5,800 which may be
applied against future taxable income and which expire in various years
through 2024.
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 $1,980 and $1,980 as of September 30, 2003 and 2002,
respectively, with an offsetting valuation allowance at each year end of
the same amount resulting in a change in the valuation allowance of
approximately $0 during the three months ended September 30, 2003.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - For the three months ended September 30, 2003 and
2002, 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 three months ended September
30, 2003 and 2002, an officer/shareholder of the Company directly paid
expenses totaling $0 and $0 on behalf of the Company. At September 30,
2003, 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:
For the Three From Inception
months ended on April 20,
September 30, 1994 Through
_________________________ September 30,
2003 2002 2003
------------ ----------- ----------
Loss from continuing operations available to
common shareholders (numerator) $ - $ - $ (5,870)
------------ ----------- ----------
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
------------ ----------- ----------
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: June 17, 2004 By:/s/ Jehu Hand
-------------
Jehu Hand,
President and Chief Financial
Officer (chief financial officer
and accounting officer and duly
authorized officer)