UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: MARCH 31, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from________________ to ________________
649.COM, INC.
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(Exact name of registrant as specified in its charter)
Texas 0-30381 760495640
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
Suite 202, 1166 Alberni Street
Vancouver, British Columbia, Canada V6E 3Z3
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (604) 648-2090
(including area code)
---------
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(Former name, former address and former (Zip Code)
fiscal year, if changed since last report)
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Page 1
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 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 [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 47,520,650 COMMON SHARES AS AT
MAY 12, 2004.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
Yes [ ] No [X]
(Check one)
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649.COM INC.
(A Development Stage Company)
FORM 10-QSB
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . .F-2
Consolidated Statement of Operations and Comprehensive Loss . . . . . . . . .F-3
Consolidated Statement of Cash Flow . . . . . . . . . . . . . . . . . . . . .F-4
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . .F-5
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Page F-1
649.com, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(U.S. Dollars)
March 31, December 31,
2004 2003
$ $
(unaudited) (audited)
ASSETS
Current Assets
Cash 102 81
Prepaid expenses - 19
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Total Assets 102 100
============================================================================================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable (Note 3) 194,584 184,224
Accrued liabilities 850 2,000
Due to stockholders (Note 4) 8,242 8,242
Due to non-related parties (Note 5) 423,050 421,414
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Total Current Liabilities 626,726 615,880
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Stockholders' Deficit
Common Stock: 100,000,000 common shares authorized with
a par value of $0.001; 47,520,650 shares issued and
outstanding respectively (Note 6) 47,521 47,521
Preferred stock, 5,000,000 shares authorized with a par value
of $0.001 - -
Additional paid-in capital 1,530,557 1,530,557
Donated capital (Notes 3 and 4) 432,340 416,167
Deficit Accumulated During the Development Stage (2,637,042) (2,610,025)
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Total Stockholders' Deficit (626,624) (615,780)
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Total Stockholders' Liabilities and Deficit 102 100
============================================================================================
The accompanying notes are an integral part of these financial statements
Page F-2
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
(U.S. Dollars)
(Unaudited)
Accumulated from
June 13, 1990
Three Months Ended (Date of Inception)
March 31, to March 31,
2004 2003 2004
$ $ $
Revenue - - 45,500
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Expenses
Accounts payable written off - - (83,512)
Consulting fees (Note 3(a)) - 30,000 140,000
Depreciation and amortization - - 4,111
Equipment software written off - - 54,188
General and administrative 10,844 11,535 589,943
Imputed interest 16,173 16,193 297,340
Internet and Web hosting fees (Note 3(b)) - 15,000 85,000
Prepaid expenses written off - - 36,000
Research and development - - 124,650
Stock-based compensation - - 1,434,822
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Total Expenses 27,017 72,728 2,682,542
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Net Loss for the Period (27,017) (72,728) (2,637,042)
=========================================================================================================
Basic Loss per Share (0.00) (0.00)
=========================================================================================================
Weighted average number of common shares outstanding 47,520,650 47,520,650
=========================================================================================================
(Diluted loss per share has not been presented, as the result is anti-dilutive)
The accompanying notes are an integral part of these financial statements
Page F-3
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(U.S. Dollars)
(Unaudited)
Three Months Ended
March 31,
2004 2003
$ $
Cash Flows To Operating Activities
Net loss (27,017) (72,728)
Adjustments to reconcile net loss to cash
Imputed interest 16,173 16,193
Changes in non-cash working capital items
Increase in prepaid expenses and other current assets 19 -
Increase in accounts payable and accrued liabilities 9,210 50,970
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Net Cash Used In Operating Activities (1,615) (5,565)
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Cash Flows From Financing Activities
Advances 1,636 3,874
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Net Cash Provided By Financing Activities 1,636 3,874
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Increase (Decrease) in Cash 21 (1,691)
Cash - Beginning of Period 81 2,452
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Cash - End of Period 102 761
===============================================================================
The accompanying notes are an integral part of these financial statements
Page F-4
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(Unaudited)
1. Nature of Operations and Continuance of Business
649.com, Inc. (formerly, Market Formulation and Research Corp.) (a
Development Stage Company) (the "Company") was originally incorporated
under the laws of the State of Nevada on June 13, 1990 as MMM-Hunter
Associates, Inc. The Company was re-incorporated in Texas on March 1, 1996
under the name Market Formulation and Research Corp., for the purpose of
providing market formulation and research services. On May 12, 1999, the
Company amended its articles of incorporation, changed the name of the
Company to 649.com, Inc., and effected a 5-for-1 forward stock split.
On September 15, 1999, the Company entered into a Plan of Reorganization
and Acquisition (the "Acquisition Agreement") with 649.com, Inc., a private
company based in Alberta, Canada ("649"). Under the terms of the
Acquisition Agreement, the Company was required to issue 6,500,000 shares
of its common stock and $100,000 cash to the sole stockholder of 649, Bay
Cove Investments Limited, in exchange for all of the outstanding common
shares of 649. The total purchase price was $100,000. As of December 31,
1999, the cash portion of the acquisition price had not yet been paid, and
accordingly, such amount is included in due to stockholders (Note 5). No
amount was recorded for the issuance of 6,500,000 shares. The debt to the
stockholder was settled on November 15, 2002.
This acquisition was essentially a recapitalization of the Company and a
reverse takeover by 649. Pursuant to reverse takeover accounting, goodwill
and other intangible assets were not recorded. The acquisition was
accounted for using the purchase method of accounting for reverse takeovers
whereby the historical financial statements are those of 649. The purchase
price was allocated based on the net book value of the net assets of 649 on
the date of acquisition and cash consideration of $100,000 and liabilities
assumed of $120,383 were treated as a reduction of paid in capital in
accordance with rules of accounting for reverse takeovers.
The Company is considered a development stage company in accordance with
Statement of Financial Accounting Standards (SFAS) No. 7. These
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States, on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of
business. As at March 31, 2004, the Company has not recognized any revenue,
has a working capital deficit of $626,624, and has accumulated operating
losses of $2,637,042 since its inception. The continuation of the Company
is dependent upon the continuing financial support of creditors and
stockholders and obtaining long-term financing, the completion of product
development and achieving profitability. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. These
financial statements do not include any adjustments that might arise from
this uncertainty.
2. Significant Accounting Principles
a) Basis of Accounting
These consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America and are presented in United States dollars.
b) Consolidation
These consolidated financial statements include the accounts of the
Company and its wholly-owned Canadian subsidiary, 649.com, Inc.
c) Year End
The Company's fiscal year end is December 31.
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Page F-5
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(Unaudited)
2. Significant Accounting Principles (continued)
d) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of
three months or less at the time of issuance to be cash equivalents.
e) Foreign Currency Transactions/Balances
The Company's functional currency is the United States dollar.
Occasional transactions occur in Canadian currency, and management has
adopted SFAS No. 52, "Foreign Currency Translation". Monetary assets
and liabilities denominated in foreign currencies are translated into
United States dollars at rates of exchange in effect at the balance
sheet date. Non-monetary assets, liabilities and items recorded in
income arising from transactions denominated in foreign currencies are
translated at rates of exchange in effect at the date of the
transaction.
f) Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America
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 periods. Actual results could differ from those
estimates.
g) Revenue Recognition
The Company will sell licenses derived from its Internet based 6/49
lottery game once the beta testing is complete.
The Company will recognize revenue in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101 ("SAB 101"),
"Revenue Recognition in Financial Statements." Revenue will be
recognized only when the price is fixed or determinable, persuasive
evidence of an arrangement exists, the service is performed, and
collectibility is reasonably assured.
The Company will account for the licensing fees on a gross basis
pursuant to the requirements of Emerging Issues Task Force No. 99-19
(EITF 99-19).
When determining whether to utilize gross or net recognition of
license fees, the Company will consider the following criteria. The
Company is the primary obligor to the transaction, the Company has
full pricing latitude, the Company can modify the product
specifications as it sees fit, the Company will perform part of the
service to the end customer, the Company carries sole risk of physical
inventory loss, the Company realizes full credit risk, and commission
is not fixed.
In determining the terms of our licensing agreement we examined the
terms that were standard in the industry at the time. Our main pricing
is structured on a licensing basis. The Company anticipates the
license fee will be $250,000 for each license sold and an ongoing
royalty of 5% of the licensees gross ticket sales.
h) Long-Lived Assets
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" establishes a single accounting model for long-lived assets to
be disposed of by sale including discontinued operations. SFAS 144
requires that these long-lived assets be measured at the lower of the
carrying amount or fair value less cost to sell, whether reported in
continuing operations or discontinued operations.
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Page F-6
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(Unaudited)
2. Significant Accounting Principles (continued)
i) Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit
risk consist principally of cash. Cash was deposited with a high
credit quality institution.
j) Software Development Costs
Costs incurred in the research and development of software products
are charged to operations as incurred until technological feasibility
has been established. After technological feasibility is established,
any additional costs are to be capitalized in accordance with SFAS No.
86, "Accounting for the Cost of Computer Software to be Sold, Leased
or Otherwise Marketed". The establishment of technological feasibility
and the ongoing assessment of recoverability of capitalized software
development costs require considerable judgment by management with
respect to certain external factors such as anticipated future
revenues, estimated economic life and changes in software and hardware
technologies. No software development costs have been capitalized as
of March 31, 2004.
k) Accounting for Employee Stock Options
In conformity with the provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company has determined that it will not
change to the fair value method prescribed by SFAS No. 123 and will
continue to follow Accounting Principles Board Opinion No. 25 for
measurement and recognition of employee stock-based transactions.
l) Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with
SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires
presentation of both basic and diluted earnings per share (EPS) on the
face of the income statement. Basic EPS is computed by dividing net
income (loss) available to common shareholders (numerator) by the
weighted average number of common shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential
common shares outstanding during the period including stock options,
using the treasury stock method, and convertible preferred stock,
using the if-converted method. In computing diluted EPS, the average
stock price for the period is used in determining the number of shares
assumed to be purchased from the exercise of stock options or
warrants. Diluted EPS excludes all dilutive potential common shares if
their effect is anti-dilutive. Loss per share information does not
include the effect of any potential common shares, as their effect
would be anti-dilutive.
m) Comprehensive Loss
SFAS No. 130, "Reporting Comprehensive Income," establishes standards
for the reporting and display of comprehensive loss and its components
in the financial statements. As at December 31, 2003, the Company has
no items that represent comprehensive loss and, therefore, has not
included a schedule of comprehensive loss in the financial statements.
n) Financial Instruments
The Company's financial instruments consist of cash, accounts payable,
accrued liabilities, advances from related parties and others. Unless
otherwise noted, it is management's opinion that the Company is not
exposed to significant interest, currency or credit risks arising from
these financial instruments. The fair value of cash, accounts payable
and accrued liabilities, advances from related parties and other
advances approximates their carrying value due to the immediate or
short-term maturity of these financial instruments.
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Page F-7
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(Unaudited)
2. Significant Accounting Principles (continued)
o) New Accounting Pronouncements
In December 2003, the United States Securities and Exchange Commission
issued Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB
104), which supersedes SAB 101, "Revenue Recognition in Financial
Statements." The primary purpose of SAB 104 is to rescind accounting
guidance contained in SAB 101 related to multiple element revenue
arrangements, which was superseded as a result of the issuance of EITF
00-21, "Accounting for Revenue Arrangements with Multiple
Deliverables." While the wording of SAB 104 has changed to reflect the
issuance of EITF 00-21, the revenue recognition principles of SAB 101
remain largely unchanged by the issuance of SAB 104. The adoption of
SAB 104 did not have a material impact on the Company's financial
statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity". SFAS No. 150 establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an
issuer classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances). The requirements of
SFAS No. 150 apply to issuers' classification and measurement of
freestanding financial instruments, including those that comprise more
than one option or forward contract. SFAS No. 150 does not apply to
features that are embedded in a financial instrument that is not a
derivative in its entirety. SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning
after June 15, 2003, except for mandatory redeemable financial
instruments of non-public entities. It is to be implemented by
reporting the cumulative effect of a change in an accounting principle
for financial instruments created before the issuance date of SFAS No.
150 and still existing at the beginning of the interim period of
adoption. Restatement is not permitted. The adoption of this standard
is not expected to have a material effect on the Company's results of
operations or financial position".
p) Interim Financial Statements
These interim unaudited financial statements have been prepared on the
same basis as the annual financial statements and in the opinion of
management, reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the Company's
financial position, results of operations and cash flows for the
periods shown. The results of operations for such periods are not
necessarily indicative of the results expected for a full year or for
any future period.
3. Accounts Payable
a) On October 1, 2003, the Company reached an agreement with Syntec
Software S.A. to waive on-line software development fees owing for the
period from February 1, 2003 to October 1, 2003. The value of these
fees of $90,000 was treated as donated capital.
b) On October 1, 2003, the Company reached an agreement with WebLink
Management S.A. to waive Internet and web hosting fees for the period
from January 1, 2003 to September 1, 2003. The value of these fees of
$45,000 was treated as donated capital. The fiscal 2002 Internet and
web hosting fees in the amount of $40,000 will be paid on or before
May 1, 2005, or as and when the Company starts earning revenue from
the sale of licenses and/or the receipt of royalties.
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Page F-8
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(Unaudited)
4. Related Party Transactions/Balances
The Company made advances to, and received advances from, its largest
stockholder, Bay Cove Investments Limited ("Bay Cove"). No formal
arrangement exists for such advances, which have historically been made or
received on an "as-needed" basis. During fiscal 2002 EuroCapital Holdings
AVV ("EuroCapital") a non-related party assumed the amount due to Bay Cove.
On November 15, 2002 the Company issued 29,000,000 common shares at $.0034
per share to settle debt of $98,600.
During the years ended December 31, 1999 and 1998, the Company received
legal services from Intrepid International, Ltd. ("Intrepid"), a
significant stockholder of the Company. As of March 31, 2004, the Company
owes this stockholder $8,242 (2003: $8,242). During the three months ended
March 31, 2004 imputed interest of $309 (2003: $309) was charged to
operations and treated as donated capital.
5. Due to Non-Related Parties
The amounts owing to non-related parties are non-interest bearing with no
specific terms of repayment and due on demand. During the three months
ended March 31, 2004 imputed interest of $15,864 (2003: $15,884) was
charged to operations and treated as donated capital.
6. Common Stock
The Company has a Stock Option Plan approved and registered December 1,
1999. Pursuant to this plan the Company can issue up to 10% of the
outstanding common shares on December 1 of each year to certain key
directors and employees. As at March 31, 2004 and December 31, 2003 there
were no outstanding stock options.
The options are granted for services provided to the Company. Statement of
Financial Accounting Standards No. 123 ("SFAS 123") requires that an
enterprise recognize, or at its option, disclose the impact of the fair
value of stock options and other forms of stock based compensation in the
determination of income. The Company has elected under SFAS 123 to continue
to measure compensation costs on the intrinsic value basis set out in APB
Opinion No. 25. As stock options are granted at exercise prices based on
the market price of the Company's shares at the date of grant, no
compensation cost is recognized. However, under SFAS 123, the impact on net
income and income per share of the fair value of stock options must be
measured and disclosed on a fair value based method on a pro forma basis.
As performance stock for non-employees is issued for services rendered, the
fair value of the shares issued is recorded as compensation cost, at the
date the shares are issued, based on a discounted average trading price of
the Company's stock as quoted on the Pink Sheets.
The fair value of the employee's purchase rights, pursuant to stock
options, under SFAS 123, will be estimated using the Black-Scholes model.
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Page F-9
649.COM INC. (ABET.PK)
(A Development Stage Company)
QUARTERLY REPORT (SEC FORM 10-QSB)
OVERVIEW
We have developed a proprietary instant on-line Lottery software program that we
intend to license to legally operated lottery organizations which are typically
land based Government operated agencies. The game which is played on-line is
similar to the well-known land based Lottery game known as "PowerBall" in the
USA and 'lotto 649' in Canada, the United Kingdom, Spain, France, Holland and
Germany.
Revenue will be earned from the sale of licenses and from royalty fees generated
from the gross revenue of the Licensee's Lottery operation.
649.com expects to sell a License to operate an on-line Lottery game for
approximately $250,000 and expects to earn an on going royalty fee of 5% of the
licensees' ticket sales. We do not propose to sell a License to any company
that is not operating under government license or in a jurisdiction that allows
on-line gaming. We propose to sell Licenses to government lottery agencies
around the world and to foreign-based corporations in jurisdictions that support
Internet gaming including Australia, England, South Africa, Isle of Man,
Liechtenstein, St Kitts and others.
We entered into an Agreement with Syntec Software on 15th July, 2002 whereby
Syntec agreed to update and redevelop the 649.com software program game client
interface in flash and to provide a full management suite and tracking system as
well as the integration of a cashier system. Syntec also agreed to move the
database from Oracle and create a database in MYSQL.
Under the terms of the Agreement, Syntec had undertaken to complete the play for
fun model by December 30th 2002 and the pay-for-play model by April 2003. Syntec
has completed both models, which are ready for launch.
We have requested Syntec Software to further develop a new software program,
similar to a conventional lottery game, which will enable a land based lottery
organization to sell millions of tickets on-line, for a specific draw date, as
an alternative to the instant draw. They have agreed to provide this new
software as soon as we have raised working capital to pay them.
In October 2003, we amended our original Agreement with Syntec who agreed to
waive the fees for the period dating February 1st to October 1st 2003 and not
charge any additional fees, until such time that the software has been launched.
We have requested J. Alexander Securities to act as a market maker for 649.com.
J. Alexander Securities have filed a 15(c)2(11) with the National Association of
Securities Dealers (NASD).
ITEM 2. MANAGEMENTS' DISCUSSION AND ANLAYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
PLAN OF OPERATIONS
The following discussion contains certain forward-looking statements that are
subject to business and economic risks and uncertainties, and our actual results
could differ materially from those forward-looking statements. The following
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discussion regarding our financial statements should be read in conjunction with
the financial statements and notes thereto.
We are a development stage company. In a development stage company, management
devotes most of its activities to establishing a new business. Planned principal
activities have not yet generated any revenue and the Company has suffered
recurring losses from inception, totaling $2,637,042 and has a working capital
deficit of $626,624. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
We do not expect to report any revenue from operations at least until after the
sale of a license. Even after the sale of a license, there can be no assurance
that we will generate positive cash flow and there can be no assurances as to
the level of revenues, if any, that we may actually achieve from the on-line
lottery game. However, management has the expertise to market the Lottery
licenses and expects to sell one or more licenses within six months of being
reinstated on the OTC.BB. Each License will be sold for approximately $250,000
and will also generate an ongoing royalty fee of 5% of tickets sold by the
Licensee. We also expect to earn revenue from selling banner advertising on our
web site as soon as the software program has been launched, although with the
decrease in advertising rates and the lack of advertisers, we may find
difficulty in generating any significant revenue from this source. We will also
earn revenue from sending players to other gaming sites. This is typically
achieved through an affiliate program that is offered by a gaming site who would
pay as much as $100 per referral.
RESULTS OF CONTINUING OPERATIONS
Thee months ended March 31, 2004 ("2004") compared to the three months ended
March 31, 2003 ("2003"):
The Company has no revenue for 2004 and 2003. Expenses decreased by $45,711 to
$27,017 in 2004 as compared to $72,278 in 2003. There were no consulting fees
in 2004 as compared to $30,000 in 2003. There were no Internet and web hosting
fees in 2004 as compared to $15,000 in 2003.
The net loss for 2004 was $27,017 as compared to $72,728 in 2003. Our net loss
per share remained at $nil for 2004 and 2003.
FINANCIAL CONDITION AND LIQUIDITY
At March 31, 2004 the Company had cash and cash equivalents totaling $102
compared to $81 at December 31, 2003.
The Company received cash advances of $1,636 from a non-related party, these
amounts are unsecured, non-interest bearing and due on demand. These funds were
used to fund our operating activities and increase our cash position by 421. As
a result, our cash position has increased during 2004 to $102 and our working
capital deficit, as at March 31, 2004, is $626,624.
ITEM 3. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that
information that is required to be disclosed in the Securities Exchange Act of
1934 reports are recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our management to allow timely decisions
regarding required disclosure.
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Page 4
Within 90 days prior to the date of this report, our management carried out an
evaluation, under the supervision and with the participation of the management
on the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, our
President concluded that our disclosure controls and procedures are effective in
connection with the filing of this Quarterly Report on Form 10-QSB for the
period ended March 31, 2004.
There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation, including any significant deficiencies or material weaknesses of
internal controls that would require corrective action.
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Page 5
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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
None.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
/s/ Mark Glusing Date: May 12, 2004
- ---------------------------
Mark Glusing
President / Director
In accordance with the Securities Exchange Act this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
/s/ Mark Glusing Date: May 12, 2004
- ---------------------------
Mark Glusing
President / Director
/s/ Cary Martin Date: May 12, 2004
- ---------------------------
Cary Martin
Secretary / Treasurer / Director
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