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
May 31, 2001
OR
[ ] 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 0-29903
CORSEA MANAGEMENT INC
(Exact name of registrant as specified in its charter)
Delaware 98-0220844
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
128 April Rd., Port Moody, B.C. V3H3M5
(Address of principal executive offices (zip code))
604/469-8901
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at May 31, 2001
- ------------------------------- ---------------------------
Common Stock, par value $0.0001 5,000,000
PART I -- FINANCIAL INFORMATION
STEPHEN J. BUSH, C.A.
Chartered Accountant
Port Moody B.C.
Canada
ACCOUNTANT'S REVIEW REPORT
The Board of Directors
Corsea Management Inc.
Port Moody B.C.
I have reviewed the accompanying balance sheet of Corsea Management Inc. (a
Development Stage Company), as of May 31, 2001, and the related statements of
operations, stockholders' equity, and cash flows for the quarterly period ended
May 31, 2001. The review was conducted in accordance with Canadian Statements on
Standards for accounting standards.and Review Services issued by the Canadian
Institute of Chartered Accountants. There are no significant differences from
generally accepted accounting principles in the United States and the rules and
regulations promulgated by the Securities and Exchange Commission. All
information included in these financial statements is the representation of the
management of Corsea Management Inc.
A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should be
made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
The financial statements for the period ended February 28, 2001 were audited by
me and I expressed an unqualified opinion on it in my report dated May 1, 2001.
I have not performed any auditing procedures since that date.
The accompanying financial statements have been prepared assuming that the
Company will continue as a development stage company. As discussed in Note 1,
the Company has been in the development stage since its inception on March 3,
2000. The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business and raise the capital it will
require through the issuance of equity securities, debt securities, bank
borrowings or a combination thereof. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Stephen J. Bush,C.A.
Chartered Accountant
Port Moody, B.C.
June 4, 2001
PART I. FINANCIAL STATEMENTS
CORSEA MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MAY 31, 2001
(EXPRESSED IN US DOLLARS)
(With comparative figures for the three months ended May 31, 2000)
(Unaudited)
BALANCE SHEET
ASSETS
------
2001 2000
------------ ------------
Incorporation costs $ 210 $ 210
------------ ------------
TOTAL ASSETS $ 210 $ 210
- ------------ ============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
LIABILITIES $ -- $ --
STOCKHOLDER'S EQUITY
Common Stock, $.0001 par
value, 100,000,000 shares
authorized, 5,000,000 issued
and outstanding $ 210 $ 210
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 210 $ 210
- -------------------- ============ ============
See accompanying notes to financial statements.
CORSEA MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MAY 31, 2001
(With comparative figures for the three months ended May 31, 2000)
(Unaudited)
2001 2000
------------ ------------
Revenue $ -- $ --
------------ ------------
Expenses: $ -- $ --
------------ ------------
NET INCOME $ -- $ --
============ ============
See accompanying notes to financial statements.
CORSEA MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM MARCH 3,
(INCEPTION) TO May 31, 2001
(Unaudited)
Accumulated
Deficit During
Common Development
Stock Stage Total
------------ ------------ ------------
Common stock issuance 5,000,000 -- $ 210
Net loss for the
For the year ended -- -- --
February 28, 2001
For the three months
Ended May 31, 2001 -- -- --
BALANCE AT
MAY 31, 2001 5,000,000 $ -- $ 210
- ------------ ============ ============
See accompanying notes to financial statements.
CORSEA MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THREE MONTHS ENDED MAY 31, 2001
(With comparative figures for the three months ended May 31, 2000)
(Unaudited)
2001 2000
------------ ------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income $ -- $ --
Adjustments to
reconcile net loss
to net cash provided
by operating activities:
Net cash provided by
operating activities -- --
CASH FLOWS FROM INVESTING
ACTIVITIES
Capitalized incorporation
costs -- (210)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance
of common stock -- 210
------------ ------------
INCREASE IN CASH AND CASH
EQUIVALENTS -- --
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD -- --
CASH AND CASH EQUIVALENTS
END OF PERIOD $ -- $ --
============ ============
See accompanying notes to financial statements.
CORSEA MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2001
------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
A. Basis of presentation
The financial statements have been prepared in accordance with generally
accepted accounting principles in Canada and are reported in US dollars,
the Company's functional currency. There are no significant differences
from generally accepted accounting principles in the United States and the
rules and regulations promulgated by the Securities and Exchange
Commission. Amounts reported in the statements of operations and deficit
and cash flows for the period ended May 31, 2001 are from the date of the
Company's incorporation, March 3, 2000.
B. Organization and Business Operations
-----------------------------------------
Corsea Management, Inc. (a development stage company) ("the Company") was
incorporated in Delaware on March 3, 2000 to serve as a vehicle to effect a
merger, exchange of capital stock, asset acquisition or other business
combination with a domestic or foreign private business. As of May 31 ,
2001, the Company had not yet commenced any formal business operations, and
all activity to date relates to the Company's formation and proposed fund
raising.
The Company's ability to commence operations is contingent upon its ability
to identify a prospective target business and raise the capital it will
require through the issuance of equity securities, debt securities, bank
borrowings or a combination thereof.
C. Use of Estimates
---------------------
The preparation of the 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 and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
D. Cash and Cash Equivalents
------------------------------
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
E. Income Taxes
-----------------
The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" ("Statement 109"). Under Statement 109, deferred tax assets
and liabilities are
CORSEA MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2001
------------
(Unaudited)
-----------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
- ------------------------------------------------------------
E. Income Taxes - Cont'd
--------------------------
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the effect on
deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. There were no
current or deferred income tax expenses or benefits due to the Company not
having any material operations for the period ended May 31, 2001.
F. New Accounting Pronouncements
----------------------------------
The Financial Accounting Standards Board has recently issued several new
accounting pronouncements. Statement No. 129, "Disclosure of Information
about Capital Structure" establishes standards for disclosing information
about an entity's capital structure, is effective for financial statements
for periods ending after December 15, 1998 and has been adopted by the
Company. Statement No. 130, "Reporting Comprehensive Income" establishes
standards for reporting and display of comprehensive income and its
components, and is effective for fiscal years beginning after December 15,
1997. Statement No. 131, "Disclosures about Segments of an Enterprise and
Related Information" establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information
about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas, and major customers, and is
effective for financial statements for periods beginning after December 15,
1997. The Company believes that its adoption of Statements 130 and 131 will
not have a material effect on the Company's financial position or results
of operations
CORSEA MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2001
------------
(Unaudited)
-----------
NOTE 2 - STOCKHOLDER'S EQUITY
- -----------------------------
A. Common Stock
-----------------
The Company is authorized to issue 100,000,000 shares of common stock at
$.0001 par value. The Company issued 5,000,000 shares to Gerald Ghini, a
director of the Company, pursuant to Rule 506 for an aggregate
consideration of $210.
B. STOCKHOLDER'S EQUITY cont.
-------------------------------
At inception the Company issued 5,000,000 shares of its $.0001 par value
common stock to an officer as reimbursement of organization costs paid by
the officer. Fair value used for this transaction of $210 is based upon the
actual cost of incorporation.
NOTE 3 - RELATED PARTIES
- ------------------------
Legal counsel to the Company is a Director of the Company.
The Company has entered into an agreement with Gerald Ghini for services in
exchange for shares of the Company's common stock. Other than incorporation
services there have been no services provided by Gerald Ghini through the
date of this report. When services are provided, the Company will value the
stock at the fair market value of the shares or at the value of the
services provided, whichever is more readily determinable.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the quarter.
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.
CORSEA MANAGEMENT INC
By: /s/ Gerald Ghini
Gerald Ghini, President
Dated: June 5, 2001.