UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: JUNE 30, 2002 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: 0-14869 KOMODO, INC. (Exact name of registrant as specified in its charter) NEVADA 95-3932052 --------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Suite 400, 1111 West Georgia Street, Vancouver, B.C. V6E 4M3 ------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (604) 689-5377 ------------------------------------------------------------------- (Registrant's telephone number, including area code) ------------------------------------------------------------------- (Former name, address or fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) 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 (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 stock, as of the latest practicable date. As of June 30, 2002 the registrant had 7,141,600 shares of Common Stock issued and outstanding. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. 1 KOMODO, INC. (A Development Stage Company) FINANCIAL STATEMENTS June 30, 2002 and March 31, 2002 2 KOMODO, INC. (A Development Stage Company) Balance Sheets ASSETS ------ June 30, March 31, 2002 2002 ------------- ------------- (Unaudited) CURRENT ASSETS Cash $ - $ - Prepaid expenses 236 290 ------------ ------------ Total Current Assets 236 290 ------------ ------------ OTHER ASSETS E-virus technology 50 50 ------------ ------------ Total Other Assets 50 50 ------------ ------------ TOTAL ASSETS $ 286 $ 340 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Cash overdraft $ 8 $ 3 Accounts payable and accrued liabilities-related party 47,284 34,629 Reserve for discontinued operations 205,676 205,676 ------------ ------------ Total Current Liabilities 252,968 240,308 ------------ ------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock: 10,000,000 shares authorized of $0.001 par value, 2,000,000 shares issued and outstanding 2,000 2,000 Common stock: 100,000,000 shares authorized of $0.001 par value, 7,141,600 shares issued and outstanding at June 30, 2002 and7,121,600 at March 31, 2002 7,142 7,122 Additional paid-in capital 12,740,551 12,728,571 Stock subscriptions receivable (246,761) (246,761) Deferred compensation (169,750) (229,750) Deficit accumulated during the development stage (12,585,864) (12,501,150) ------------ ------------ Total Stockholders' Equity (Deficit) (252,682) (239,968) ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 286 $ 340 ============ ============ The accompanying notes are an integral part of the financial statements. 3 KOMODO, INC. (A Development Stage Company) Statements of Operations (Unaudited) From Inception on November 10, For the Three Months Ended 1995 Through - -------------------------------------------------------------------------------- June 30, March 31, -------------------------------- 2002 2001 2002 --------------- --------------- --------------- REVENUES $ - $ - $ - -------------- -------------- -------------- EXPENSES Depreciation and amortization - - 194,021 General and administrative 84,714 5,382 1,482,113 -------------- --------------- --------------- Total Expenses 84,714 5,382 1,676,134 -------------- --------------- --------------- LOSS FROM OPERATIONS (84,714) (5,382) (1,676,134) -------------- --------------- --------------- LOSS FROM DISCONTINUED OPERATIONS - - (10,909,730) -------------- --------------- --------------- NET LOSS $ (84,714) $ (5,382)$ (12,585,864) ============== =============== =============== BASIC LOSS PER SHARE OF COMMON STOCK $ (0.01) $ (0.00) ============== =============== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 7,132,150 3,013,096 ============== =============== The accompanying notes are an integral part of the financial statements. 4 KOMODO, INC. (A Development Stage Company) Statements of Stockholders' Equity (Deficit) Preferred Stock Common Stock Additional ---------------------- --------------------- Paid-In Shares Amount Shares Amount Capital ---------- ----------- ---------- ---------- ------------ Balance, March 31, 2001 2,000,000 $ 2,000 1,606,991 $ 1,607 $11,565,886 August 15, 2001 to January 23, 2002,stock issued for cash at $0.04 to $0.25 per share - - 1,206,668 1,207 236,543 May 4, 2001 to February 20, 2002, cash received on stock subscription - - - - - September 30, 2001, stock subscription receivable satisfied by reduction of accounts payable-related - - - - - March 31, 2002, Write-off subscription receivable - - - - - August 15, 2001 to October 15, 2001, stock issued for services at $0.02 to $0.25 per share - - 2,271,671 2,272 150,978 October 15, 2001, stock issued for deferred compensation at $0.25 per share - - 1,359,000 1,359 338,391 --------- ----------- --------- ---------- ----------- Balance forward 2,000,000 $ 2,000 6,444,330 $ 6,445 $12,291,798 --------- ----------- --------- ---------- ----------- The accompanying notes are an integral part of the financial statements. 5 KOMODO, INC. (A Development Stage Company) Statements of Stockholders' Equity (Deficit) Deficit Accumulated Stock Other During the Subscription Deferred Comprehensive Development Receivable Compensation Income(Loss) Stage ------------ ------------- ------------ ------------- Balance, March 31, 2001 $ (24,346) $ - $ - $(11,780,944) August 15, 2001 to January 23, 2002, stock issued for cash at $0.04 to $0.25 per share (237,750) - - - May 4, 2001 to February 20, 2002, cash received on stock subscription 11,510 - - - September 30, 2001, stock subscription receivable satisfied by reduction of accounts payable-related 3,575 - - - March 31, 2002, Write-off subscription receivable 250 - - - August 15, 2001 to October 15, 2001, stock issued for services at $0.02 to $0.25 per share - - - - October 15, 2001, stock issued for deferred compensation at $0.25 per share - (339,750) - - ----------- ------------ ----------- ------------ Balance forward $ (246,761) $ (339,750) $ - $(11,780,944) ----------- ------------ ----------- ------------ The accompanying notes are an integral part of the financial statements. 6 KOMODO, INC. (A Development Stage Company) Statements of Stockholders' Equity (Deficit) (Continued) Preferred Stock Common Stock Additional ---------------------- --------------------- Paid-In Shares Amount Shares Amount Capital ---------- ----------- ---------- ---------- ------------ Balance forward 2,000,000 $ 2,000 6,444,330 $ 6,445 $ 12,291,798 April 1, 2001 to March 31, 2002, services rendered for deferred compensation - - - - - September 27, 2001, stock issued for payment of accounts payable - - 469,333 469 8,331 October 28, 2001, stock issued for purchase of technology - - 200,000 200 (150) October 15, 2001, Additional expense through issuance of warrants - - - - 428,600 Fractional shares issued - - 7,937 8 (8) Net loss for the year ended March 31, 2002 - - - - - --------- ---------- --------- --------- ------------ Balance, March 31, 2002 2,000,000 2,000 7,121,600 7,122 12,728,571 May 13, 2002, stock issued for services (unaudited) - - 20,000 20 11,980 April 1, 2002 to June 30, 2002, services rendered for deferred compensation (unaudited) - - - - - Net loss for the three months ended June 30, 2002 (unaudited) - - - - - --------- ---------- --------- --------- ------------ Balance, June 30, 2002 (unaudited) 2,000,000 $ 2,000 7,141,600 $ 7,142 $ 12,740,551 ========= ========== ========= ========= ============ The accompanying notes are an integral part of the financial statements. 7 KOMODO, INC. (A Development Stage Company) Statements of Stockholders' Equity (Deficit) Deficit Accumulated Stock Other During the Subscription Deferred Comprehensive Development Receivable Compensation Income(Loss) Stage ------------ ------------- ------------ ------------- Balance forward $ (246,761) $ (339,750) $ - $(11,780,944) April 1, 2001 to March 31, 2002, services rendered for deferred compensation - 110,000 - - September 27, 2001, stock issued for payment of accounts payable - - - - October 28, 2001, stock issued for purchase of technology - - - - October 15, 2001, Additional expense through issuance of warrants - - - - Fractional shares issued - - - - Net loss for the year ended March 31, 2002 - - - (720,206) ----------- ------------ ----------- ------------ Balance, March 31, 2002 (246,761) (229,750) - (12,501,150) May 13, 2002, stock issued for services (unaudited) - - - - April 1, 2002 to June 30, 2002, services rendered for deferred compensation (unaudited) - 60,000 - - Net loss for the three months ended June 30, 2002 (unaudited) - - - (84,714) ----------- ------------ ----------- ------------ Balance, June 30, 2002 (unaudited) $ (246,761) $ (169,750) $ - $(12,585,864) =========== ============ =========== ============ The accompanying notes are an integral part of the financial statements. 8 KOMODO, INC. (A Development Stage Company) Statements of Cash Flows (Unaudited) From Inception on For the Three Months Ended November 10, June 30, 1995 Through -------------------------- June 30, 2002 2001 2002 CASH FLOWS FROM OPERATING ACTIVITIES ------------ ------------ ------------ Net loss $ (84,714) $ (5,382) $(12,585,864) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization expense - - 194,021 Stock issued for services 12,000 - 3,691,523 Stock issued for payment of account payable - - 8,800 Bad debt expense - - 224,941 Write-off mineral property - - 3,914,434 Write-off of stock subscription receivable - - 250 Services rendered for deferred compensation 60,000 - 170,000 Warrants granted below market value - - 497,581 Currency translation adjustment - - (168,626) Changes in operating assets and liabilities: (Increase) decrease in accounts receivable - - (213,312) (Increase) decrease in deposits and prepaid expenses 54 1,333 (85,601) Increase (decrease) in accounts payable and accounts payable-related party 9,358 4,043 175,951 Increase (decrease) in accrued liabilities 554 - 2,438 Increase in reserve for discontinued operations - - 258,161 ----------- ----------- ----------- Net Cash Used by Operating Activities (2,748) (6) (3,915,303) ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets - - (149,014) Purchase of mineral property and deferred exploration costs - - (2,762,539) ----------- ----------- ----------- Net Cash Used by Investing Activities - - (2,911,553) ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Cash received on stock subscription - - 11,510 Decrease in cash overdraft 5 6 8 Proceeds from common stock - - 5,340,175 Proceeds on notes payable - related party 2,743 - 1,475,163 ----------- ----------- ----------- Net Cash Provided by Financing Activities 2,748 6 6,826,856 ----------- ----------- ----------- NET INCREASE IN CASH - - - CASH AT BEGINNING OF PERIOD - - - ----------- ----------- ----------- CASH AT END OF PERIOD $ - $ - $ - =========== =========== =========== The accompanying notes are an integral part of the financial statements. 9 KOMODO, INC. (A Development Stage Company) Statements of Cash Flows (Continued) (Unaudited) From Inception on For the Three Months Ended November 10, June 30, 1995 Through --------------------------- June 30, 2002 2001 2002 ------------- ------------- ------------- CASH PAID FOR: Interest $ - $ - $ 114 Income taxes $ - $ - $ - NON-CASH FINANCING ACTIVITIES Common stock issued for acquisition of asset $ - $ - $ 394,062 Common stock issued for debt conversion $ - $ - $ 1,210,719 Common stock issued for mineral properties $ - $ - $ 550,000 Common stock issued for services $ 12,000 $ - $ 3,691,523 Common stock issued for license $ - $ - $ 125,000 Common stock issued for subscription $ - $ - $ 237,750 Common stock issued for payment of accounts payable $ - $ - $ 8,800 The accompanying notes are an integral part of the financial statements. 10 KOMODO, INC. (A Development Stage Company) Notes to the Financial Statements June 30, 2002 and March 31, 2002 NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its March 31, 2002 Annual Report on Form 10-KSB. Operating results for the three months ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ending March 31, 2003. NOTE 2 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management's plans to continue as a going concern include raising additional capital through sales of common stock. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Plan of Operation The current activities conducted by the Company are to manage its limited assets and to seek out and investigate the acquisition of any viable business opportunity by purchase and exchange for securities of the Company or pursuant to a reorganization or merger through which securities of the Company will be issued or exchanged. On June 6, 2002, the Company signed a Letter of Intent with The Magnetizer Group, Inc. a private company incorporated under the laws of Pennsylvania, USA. The Company and Magnetizer intend to enter into an Acquisition Agreement wherein the Company will acquire Magnetizer. At the current time the Company is in the process of preparing the Acquisition agreement. This Form 10-Q contains forward-looking statements that involve risks and uncertainties. We may use words such as "anticipates," "believes," "plans," "expects," "future," "intends," "may," "will," "should," "estimates," "predicts," "potential," "continue" and similar expressions to identify such forward-looking statements". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, achievements and prospects to be materially different from those expressed or implied by such forward-looking statements. These forward-looking statements apply only as of the date of this Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties, and assumptions, the forward-looking events discussed in this Form 10-Q might not occur. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described above and elsewhere in this Form 10-Q and readers are cautioned not to place undue reliance on these forward looking statements, which reflect management's analysis only as of the date hereof. Results of Operations We have incurred significant losses since inception on November 10, 1995. From inception to June 30, 2002, the Company has incurred a net loss of $12,585,864, with a net loss of $84,714 for the three months ended June 30, 2002. For the majority of this quarter the Company was engaged in discussions regarding Magnetizer and reviewing documentation and products. We estimate that existing sources of liquidity and the funds provided by anticipated capital activity will satisfy our projected working capital requirements through the last quarter of fiscal 2002. Our ability to maintain sufficient liquidity through fiscal 2002 is dependent on the company raising additional capital and such capital may not be available on acceptable terms, if at all. Additional financing may result in substantial and immediate dilution to existing stockholders. If adequate funds are not available to satisfy either short or long-term capital requirements, the company may be required to curtail operations significantly or to seek funds through arrangements with strategic partners, existing investors or other parties. 12 PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities During the quarter the company issued 20,000 common shares for service at $0.60 per share. Item 3. Defaults Upon Senior Securities None; not applicable 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 (a) Exhibits None (b) Report on Form 8-K None 13 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. KOMODO, INC. Date: August 23, 2002 ------------------------ By / s / Gordon Muir President / Director Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated: KOMODO, INC. Date: August 23, 2002 -------------------- By / s / Gordon Muir President / Director Date: August 23, 2002 ------------------------ By / s / Victor Cardenas Secretary/Director CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Komodo, Inc. (the "Company") on Form 10-Q(SB) for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, GORDON MUIR, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects,the financial condition and result of operations of the Company. /s/ GORDON MUIR --------------- Chief Executive Officer Date: August 23, 2002 14