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
August 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 August 31, 2001
------------------------------- ------------------------------
Common Stock, par value $0.0001 5,000,000
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CORSEA MANAGEMENT INC
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
August 31, 2001
(Unaudited)
(With unaudited figures at May 31,2001 for comparison)
ASSETS
May 31, 2001 August 31, 2001
------------ ------------
Incorporation Costs $ 210 $ 210
------------ ------------
TOTAL ASSETS $ 210 $ 210
------------ ------------
LIABILITIES AND STOCKHOLDER'S EQUITY
May 31, 2001 August 31, 2001
------------ ------------
LIABILITIES
Total liabilities $ -- $ --
------------ ------------
STOCKHOLDER'S EQUITY
Common Stock, $.0001 par value, 100 million
shares authorized, 5,000,000 issued
and outstanding 210 210
Deficit accumulated during development stage -- --
Total Stockholder's Equity 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
August 31, 2001
(unauditd)
(With unaudited figures at May 31,2001 for comparison)
May 31, 2001 August 31, 2001
------------ ------------
Income $ -- $ --
Expenses
Organization expense -- --
Total expenses -- --
------------ ------------
NET LOSS $ -- $ --
------------ ------------
See accompanying notes to financial statements.
CORSEA MANAGEMENT INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN
STOCKHOLDER'S EQUITY
Ended August 31, 2001
(unaudited)
(With unaudited figures at May 31,2001 for comparison)
Deficit
Accumulated
Common During Devel-
Stock opment Stage Total
------------ ------------ ------------
Common stock issuance $ 210 $ -- $ 210
Net losses: For the period
ended May 31,2001 -- -- --
For the period
ended August 31, 2001 -- -- --
BALANCE AT August 31, 2001 $ 210 $ -- $ 210
------------ ------------ ------------
CORSEA MANAGEMENT INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
August 31, 2001
(unaudited)
(With unaudited figures at May 31,2001 for comparison)
CASH FLOWS FROM May 31, 2001 August 31, 2001
------------ ------------
OPERATING ACTIVITIES:
Net loss $ -- $ --
Adjustment to reconcile net loss
to net cash used by operating activities:
Net cash used in operating activities -- --
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capitalized incorporation costs -- --
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock -- --
------------ ------------
Net cash provided by financing activities -- --
------------ ------------
INCREASE(DECREASE) 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
AS OF AUGUST 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 for interim financial
information and the instructions to Form 10-QSB and item 310 under
subpart A of Regulation S-B. Accordingly, they do not include all of
the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management , all adjustments considered necessary in order
to make the financial statements not misleading , have been included.
Amounts reported in the statements of operations and deficit and cash
flows are for the quarterly period ended August 31, 2001.
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. At
August 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
AS OF AUGUST 31, 2001
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 August 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
AS OF AUGUST 31, 2001
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 any 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: September 20, 2001.