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: NOVEMBER 30, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from________________ to ________________ CONSOLE MARKETING INC. -------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 333-106145 760495640 - --------------------------------- ------------------ ------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation or organization) Number) Identification No.) Suite 212, 1166 Alberni Street V6E 3Z3 Vancouver, British Columbia, Canada ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Issuer's telephone number (including area code) (604) 681-1064 ------ - --------------------------------------------- ------------------------------ (Former name, former address and former (Zip Code) fiscal year, if changed since last report) - -------------------------------------------------------------------------------- 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 [X] No [ ] 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. 4,300,000 COMMON SHARES AS AT AUGUST 25, 2004. TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT Yes [ ] No [X] (Check one) - -------------------------------------------------------------------------------- Page 2 CONSOLE MARKETING INC. (A Development Stage Company) FORM 10-QSB PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1 Statement of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . F-2 Statement of Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3 Notes to the Financial Statements. . . . . . . . . . . . . . . . . . . . . . F-4 - -------------------------------------------------------------------------------- Console Marketing Inc. (A Development Stage Company) Balance Sheets (expressed in U.S. dollars) ============================================================================================== November 30, August 31, 2003 2003 (unaudited) (audited) $ $ - ---------------------------------------------------------------------------------------------- ASSETS Current Assets Cash 81 140 Intangible Assets (Note 3) - - - ---------------------------------------------------------------------------------------------- Total Assets 81 140 ============================================================================================== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable - 1,373 Accrued liabilities 2,400 2,000 Due to related parties (Note 4) 18,407 14,483 - ---------------------------------------------------------------------------------------------- Total Current Liabilities 20,807 17,856 - ---------------------------------------------------------------------------------------------- Contingent Liability (Note 1) Stockholders' Deficit Preferred Stock: 2,000,000 shares authorized with a par value of $.001; none issued - - Common Stock: 23,000,000 shares authorized with a par value of 4,300 4,300 ..001; 4,300,000 issued and outstanding respectively Additional Paid-in Capital (4,300) (4,300) - ---------------------------------------------------------------------------------------------- - - Donated Capital (Note 4(a)) 10,500 9,750 Deficit Accumulated During the Development Stage (31,226) (27,466) - ---------------------------------------------------------------------------------------------- Total Stockholders' Deficit (20,726) (17,716) - ---------------------------------------------------------------------------------------------- Total Liabilities and Stockholders' Deficit 81 140 ============================================================================================== (The accompanying notes are an integral part of the financial statements) F-1 Console Marketing Inc. (A Development Stage Company Statements of Operations (expressed in U.S. dollars) (unaudited) Accumulated from November 19, 2001 (Date of Three Months Ended Inception) November 30, to November 30, 2003 2002 2003 $ $ $ Revenue - - - - ------------------------------------------------------------------------------------------------------ Expenses Accounting and legal 400 700 8,175 Interest 144 - 144 Organizational expenses 966 336 4,907 Management fees (Note 4(b)) 1,500 - 7,500 Value of consulting services donated by a related party - 1,500 4,500 Value of rent donated by a related party (Note 4(a)) 750 750 6,000 - ------------------------------------------------------------------------------------------------------ 3,760 3,286 31,226 - ------------------------------------------------------------------------------------------------------ - - - Net Loss For The Period (3,760) (3,286) (31,226) ====================================================================================================== Basic and Diluted Loss Per Share - - ====================================================================================================== Weighted Average Number of Common Shares Outstanding 4,300,000 4,300,000 ====================================================================================================== (The accompanying notes are an integral part of the financial statements) F-2 Console Marketing Inc. (A Development Stage Company) Statements of Cash Flows (expressed in U.S. dollars) (unaudited) Three Months Ended November 30, 2003 2002 $ $ - ------------------------------------------------------------------------- Cash Flows to Operating Activities Net loss for the period (3,760) (3,286) Adjustments to reconcile net loss to cash Value of rent donated by a related party 750 750 Change in non cash working capital items - Accounts payable and accrued liabilities (973) 977 - ------------------------------------------------------------------------- Net Cash Used in Operating Activities (3,983) (1,559) - ------------------------------------------------------------------------- Cash Flows From Financing Activities Advances from related parties 3,924 367 - ------------------------------------------------------------------------- Net Cash From Financing Activities 3,924 367 - ------------------------------------------------------------------------- Decrease in cash (59) (1,192) Cash - Beginning of period 140 1,255 - ------------------------------------------------------------------------- Cash - End of period 81 63 ========================================================================= Supplemental Disclosures Interest paid - - Income tax paid - - ========================================================================= (The accompanying notes are an integral part of the financial statements) F-3 Console Marketing Inc. (A Development Stage Company) Notes to the Financial Statements (expressed in U.S. dollars) (Unaudited) 1. Development Stage Company Console Marketing Inc. herein (the "Company") was incorporated in the State of Nevada, U.S.A. on November 19, 2001. The Company's business plan is to market and provide Internet services for a software program (See Note 3) known as the "Console Toolbar" that allows companies to extend and maintain their website presence on a users' desktop while the user is involved in other activities. In a development stage company, management devotes most of its activities in implementing its business plan. Planned principal business activities have not yet begun. The ability of the Company to emerge from the development stage with respect to its planned principal business activity is dependent upon its successful efforts to raise equity financing and then to generate profits. There is no guarantee that the Company will be able to raise any equity financing and or become profitable. There is substantial doubt regarding the Company's ability to continue as a going concern. The Company has filed an SB-2 Registration Statement with the U.S. Securities and Exchange Commission which includes a public offering of 4,250,000 common shares at $.025 per share on a best efforts basis with a minimum subscription of 2,125,000 shares. 2. Summary of Significant Accounting Policies (a) Basis of Accounting These financial statements have been prepared in accordance with United States generally accepted accounting principles and are expressed in United States dollars. (b) Year End The Company's fiscal year end is August 31. (c) 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. (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) Use of Estimates and Assumptions 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. - -------------------------------------------------------------------------------- Page F-4 Console Marketing Inc. (A Development Stage Company) Notes to the Financial Statements (expressed in U.S. dollars) (Unaudited) 2. Summary of Significant Accounting Policies (continued) (f) 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 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 shares if their effect is anti dilutive. (g) Revenue Recognition The Company recognizes revenue from licensing software in accordance with AICPA Statement of Position No. 97-2, as amended, Software Revenue Recognition and SEC Staff Accounting Bulletin 101. Revenue from the sale of software is recognized upon delivery of the product when persuasive evidence of an arrangement exists, the price is fixed or determinable, collection of the resulting receivable is probable, and product returns can be reasonably estimated. This policy is prospective in nature as the Company has not generated any revenues. (h) 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. The Company had no items that represent comprehensive loss during each of the periods presented in the accompanying financial statements. (i) 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. (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 November 30, 2003. - -------------------------------------------------------------------------------- Page F-5 Console Marketing Inc. (A Development Stage Company) Notes to the Financial Statements (expressed in U.S. dollars) (Unaudited) 2. Summary of Significant Accounting Policies (continued) (k) 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. (l) Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash. Cash was deposited with a high quality credit institution. (m) 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". (n) 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. - -------------------------------------------------------------------------------- Page F-6 Console Marketing Inc. (A Development Stage Company) Notes to the Financial Statements (expressed in U.S. dollars) (Unaudited) 3. Intangible Asset The Company acquired a proprietary software product known as the Console Toolbar. The Company issued 4,300,000 common shares to the vendors for all rights, title and interest to the proprietary product. The shares have been distributed amongst the three vendors at their discretion. One of the vendors is the President of the Company. The software product was recorded at no value due to the lack of historical cash flow, the lack of an established market for the product and one of the vendors being a non-arms length party and no evidence exists as to their cost of developing the product. However, it is the Company's intention to implement their business plan by hiring commissioned sales staff, developing an advertising campaign, establishing an office, implementing the advertising campaign and begin making sales and licensing the product. 4. Related Party Balances/Transactions Related party transactions are recorded at their exchange amounts. See Note 3 for a software product purchased from a related party with shares of the Company. The amounts owing to the President of the Company and a company under his control are for cash advances, an assignment of debt, management fees and organizational expenses paid on behalf of the Company and are non-interest bearing, unsecured with no fixed terms of repayment. (a) The President of the Company has donated rent valued at $250 per month which have been charged to operations and treated as donated capital. (b) In September 2002, the Company entered into a management agreement with the President of the Company to pay for management services valued at $500 per month for a term of one year. The management agreement automatically renews each year. (c) On June 5, 2003 the Company received $25,000 by way of a promissory note from Hokley Limited, a non-related party. The promissory note bears interest at 5% and is due on June 5, 2006. On July 15, 2003 the President of the Company entered into an assignment with Hokley Limited; whereby Hokley Limited assigned all right, title and interest of the promissory note to the President of the Company. At November 30, 2003 the amount owing on the promissory note was $11,865. - -------------------------------------------------------------------------------- Page F-7 CONSOLE MARKETING INC. (A Development Stage Company) QUARTERLY REPORT (SEC FORM 10-QSB) OVERVIEW We were incorporated in the State of Nevada on November 19th 2001, under the name of Console Marketing Inc., for the purpose of marketing and selling licenses to land-based and Internet-based companies to use our proprietary software program known as the "Console Toolbar" (the "Console" and/or "Toolbar"). Our principal executive offices are located in Vancouver, British Columbia, Canada. Our primary business objective is to market and sell licenses for our Toolbar, which will enable our clients to maintain a relationship with their customers. The Console is a small toolbar, similar to the Windows toolbar (which is located at the top of the computer's browser). The Console Toolbar is branded with the client's name, color scheme and logo and continually displays customized information of interest to the user such as corporate information, streaming news, sports information, stock quotes and/or oriented content which occupies a minimal area of a dedicated screen. While delivering this content, the Console also has the capability to display advertising material targeted directly to the user as well as the ability to do a search engine inquiry. Our clients will offer their customers the ability to download the Toolbar onto their desktop. The Console Toolbar can be located in any location on the customer's desktop at the customer's discretion. As the Toolbar would be constantly open on the customer's desktop (although a customer has the ability to hide it) it provides the client with a constant connection to the customer. The rationale for a client having a constant presence on their customer's desktop is the advantage of advertising appeal and the branding that the client is able to create. It also establishes a nexus between the two parties and it is management's opinion that it will create loyalty and, therefore, increase the client's revenue potential. An example of this would be if we sold a license to The Wall Street Journal. One would assume that if a customer has the Wall Street Journal Toolbar opened on his/her desktop and constantly reviewed news, offers and advertising, that if the client was going to purchase a newspaper or a product offer, that they would do so from The Wall Street Journal. ACQUISITION OF THE SOFTWARE PROGRAM The Console Toolbar was developed at a cost of approximately $50,000 for research and development. The acquisition will enable Console Marketing to sell, license and distribute the Console software programs to corporations, via the Internet, throughout the world. On November 19th 2001, we purchased the rights, title and interest to this proprietary software program for 4,300,000 common shares of Console Marketing's common stock. THE SOFTWARE PRODUCT The business community, in the early stages of development of the Internet, recognized that web-based marketing was important to their marketing strategy but now realizes that it is a separate challenge to have users find their corporate web site, and once they have, to keep them coming back. The Toolbar addresses this crucial element of retaining customers. The software program incorporates a Console, which is a "thin client" toolbar. This downloadable console will be customized in appearance for each new client with a new 'skin' containing the - -------------------------------------------------------------------------------- Page 3 corporate look and feel of colors, logo and content relevant to their user group. The console will be an important component of the private label branding solution the Company offers. When branding the interface for a specific group, we will be able to offer the console as a method for the corporation to extend their web site and brand presence to the desktop. For example, the Toolbar displays text messages and corporate information and advertising. This creates a connection between the client and their customers. When a customer downloads the Toolbar, it shows up on the customer's desktop. Its' purpose on the desktop is twofold; it provides the user with quick and easy access to common Internet tasks such as searching for a word or subject matter and as a vehicle for the client providing dynamic content. The Console can be docked or undocked and minimized to an icon on the customer's desktop We will develop the Toolbar exclusively for each customer with proprietary content and items of specific interest provided by the client for their customers. We will, by outsourcing, prepare the design and incorporate the content for the Toolbar. The Toolbar can be used in the following manner: DESKTOP TASKS Consolidated search engine - -------------------------- A built-in text pane allows the user to easily perform a web search using some of the most popular search engines. Incorporated engines may include google.com, lycos.com yahoo.com and msn.com. Favorites menu - -------------- The user's Internet favorites can be accessed from an Exchange Console menu. These links are the same as those found in the browser's favorites menu. DYNAMIC CONTENT Scrolling ticker - ---------------- The Exchange Console may incorporate a scrolling ticker that allows news sources to serve news headlines in 'real time'. Ticker items can be clicked to display a full article in a browser window. Moving the cursor over the ticker will pause the scrolling. The ticker can be turned on or off. Banner ads - ---------- Banner ads can easily be displayed on the Exchange Console and linked to web pages. Ads can also be rotated and updated in 'real time'. We will charge organizations for each download or a monthly Licensing fee (whichever is the greater). The Console can also provide quick access to certain features such as notification of pending messages, searches, news etc. EXAMPLE OF A CORPORATE CONSOLE [GRAPHIC OMITED] - -------------------------------------------------------------------------------- Page 4 THE LICENSES We will design and produce a branded version (skin) for each Licensee, as well as provide new features and product development services to further customize the product. In addition, we will provide and maintain a custom designed website for each Licensee. The Console Marketing Toolbar was designed to support a flexible interface architecture that readily supports a wide range of interface customizations. At a very minimum, each skin will incorporate the Licensee's corporate logo, corporate colors and other visual enhancements to tie the branding of the Toolbar to their organization. In addition to visual enhancements, the services offered through the Toolbar will be customized to each organization so their users are provided with relevant information that is of interest to the Licensee's target audience. Offering a range of dynamic content providers that are available to the Licensee will accomplish this. Additional content sources can be integrated into the toolbar for each Licensee if the Licensee wants to offer dynamic content that is not supported by one of our existing content providers. We expect to charge the Licensees $3,000 for their Console design and development and a minimum licensing fee of $2,000 per month, or 10 cents per month per download per user (whichever is the greater). Hence, if 50,000 users download a Licensee's web site, we would be paid a licensing fee of $5,000. The Licensee will offer their clients the opportunity of downloading the Console, which will provide corporate information and other content as well as enable the corporation to sell advertising on the console. The Console can also be used by an organization to offer products for sale (at regular or discount prices). - -------------------------------------------------------------------------------- Page 5 ITEM 2. MANAGEMENTS' DISCUSSION AND ANLAYSIS OR PLAN OF OPERATION 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 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 $31,226 and has a working capital deficit of $20,726. 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 marketing and selling of licenses to our proprietary software program, known as the "TargetBar Console". 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 TargetBar Console. RESULTS OF CONTINUING OPERATIONS Three months ended November 30, 2003 ("2003") compared to the three months ended November 30, 2002 ("2002"): The Company has no revenue for 2003 and 2002. Expenses increased by $474 to $3,760 in 2003 as compared to $3,286 in 2002. There were interest charges in 2003 of $144 as compared to nil in 2002, organizational expenses increased by $630 to $986 from $336 in 2002 and accounting and legal expenses decreased $300 to $400 from $700 in 2002. The net loss for 2003 was $3,760 as compared to $3,286 in 2002. Our net loss per share remained at $nil for 2003 and 2002. FINANCIAL CONDITION AND LIQUIDITY At November 30, 2003 the Company had cash and cash equivalents totaling $81 compared to $140 at August 31, 2003. The Company received cash advances of $3,924 from a related party, these amounts are unsecured, non-interest bearing and due on demand. These funds were used to fund our operating activities. As a result, our working capital deficit, as at November 30, 2003, is $20,726. - -------------------------------------------------------------------------------- Page 6 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. 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 November 30, 2003. 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. - -------------------------------------------------------------------------------- Page 7 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 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. CONSOLE MARKETING INC. (Registrant) /s/ Michael Jackson Date: August 25, 2004 - ---------------------------- Michael Jackson President 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/ Michael Jackson Date: August 25, 2004 - ---------------------------- Michael Jackson President and Director Principal Financial Officer Principal Accounting Officer - -------------------------------------------------------------------------------- Page 8