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 March 31, 2004
[ ] 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 March 31, 2004
Transitional Small Business Format Yes No X
No exhibits included.
COZUMEL CORPORATION
(A Development Stage Company)
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
June 30, March 31,
2003 2004
CURRENT ASSETS $ -- $ --
------------- -------------
Total Current Assets -- --
------------- -------------
$ -- $ --
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 823 $ 1,022
Accounts payable - related party 4,032 4,032
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TOTAL LIABILITIES $ 4,855 $ 5,054
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) (6,069)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (4,855) (5,054)
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ -- $ --
============= =============
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 these unaudited
condensed financial statements.
COZUMEL CORPORATION
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
FROM INCEPTION
FOR THE THREE FOR THE NINE ON APRIL 20
MONTHS ENDED MONTHS ENDED1994 THROUGH
MARCH 31, MARCH 31, MARCH 31
2004 2003 2004 2003 2004
REVENUES $ -- $ -- $ -- $ -- $ --
----------- -------- --------- -------- ------------
EXPENSES
General and Administrative 149 104 199 154 6,069
---------- -------- --------- --------
LOSS BEFORE INCOME TAXES (149) (104) (199) (154) $ (6,069)
CURRENT TAX EXPENSE -- -- -- -- --
DEFERRED TAX EXPENSE -- -- -- -- --
--------------- ------------- ------------- ------------ ----------------
NET LOSS $ (149) $ (104) $ (199) $ (154) $ (6,069)
--------------- ------------- ------------- ------------ ----------------
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
(Unaudited)
FROM INCEPTION
FOR THE NINE ON APRIL 20,
MONTHS ENDED 1994 THROUGH
MARCH 31, MARCH 31,
2004 2003 2004
Cash Flows from Operating Activities:
Net (Loss) $ (199) $ (154) $ (6,069)
Adjustments to reconcile net loss to net cash
used by operating activities:
Amortization -- -- 1,015
Changes in assets and liabilities:
Increase (decrease) in accounts payable 199 154 1,022
Increase in accounts payable
- related party -- 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 nine months ended March 31, 2004: None
For the nine months ended March 31, 2003: 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
March 31, 2004
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Maritime Partners, Inc. ("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 March 31, 2004 and 2003 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 March 31, 2004 and 2003 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 March 31, 2004 and June 30, 2003.
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 $.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 March 31, 2004, 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. The Company has available at March 31, 2004,
unused operating loss carryforwards of approximately $6,000 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 $2,030 and $1,980 as of March 31, 2004 and June 30, 2003,
respectively, with an offsetting valuation allowance at each year end of
the same amount resulting in a change in the valuation allowance of
approximately $50 during the nine months ended March 31, 2004.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - For the nine months ended March 31, 2004 and
2003, 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 nine months ended March 31,
2004 and 2003, a former officer/shareholder of the Company directly paid
expenses totaling $0 and $0 on behalf of the Company. At March 31, 2004,
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 NINE ON APRIL 20
MONTHS ENDED MONTHS ENDED 1994 THROUGH
MARCH 31, MARCH 31, MARCH 31
2004 2003 2004 2003 2004
Loss from continuing operations
operations available to common
shareholders (numerator) $ (149) $ (104) $ (199) $ (154) $ (6,069)
-------------- ------------- ------------- ------------ ----------------
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.
(c) Changes in internal controls over financial reporting. There were no
significant changes in the Company's internal controls in the Company's fiscal
quarter covered by this report that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.
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)