=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 10-QSB X QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES ----- EXCHANGE ACT OF 1934 For quarterly period ended: September 30, 2005; or ----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period _________ to __________ Commission File Number: 0-14869 ----------------------- KOMODO, INC. --------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 95-3932052 ------------------------------ ------------------ (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) SUITE 1820 - 1111 WEST GEORGIA ST, VANCOUVER BC V6E 4M3 CANADA ------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (604) 689-9417 ------------------------- (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that a registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- State the number of shares outstanding of the issuer's common equity: $0.001 par value, as of September 30, 2005, was 14,093,793. Transitional Small Business Disclosure Format. Yes No X --- --- 1 Report on Form 10-QSB For the Quarter Ended September 30, 2005 INDEX Page ---- Part I. Financial Information Item 1. Financial Statements (unaudited)........................3 Balance Sheets .........................................4 Statements of Operations ...............................5 Statements of Cash Flows..............................6-7 Notes to the Financial Statements ...................8-11 Item 2. Management's Discussion and Analysis .................12 or Plan of Operation Item 3. Controls and Procedures ...............................13 Part II. Other Information Item 1. Legal Proceedings .....................................14 Item 2. Changes in Securities .................................14 Item 3. Defaults Upon Senior Securities .......................14 Item 4. Submission of Matters to a Vote of Security Holders ...14 Item 5. Other Information .....................................14 Item 6. Exhibits and Reports on Form 8-K ......................14 Signatures.............................................15 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The accompanying balance sheets of Komodo, Inc. at September 30, 2005 and March 31, 2005, and the related statements of operations, stockholders' equity (deficit) and cash flows for the three months and six months ending September 30, 2005 and 2004, have been prepared by our management in conformity with accounting principles generally accepted in the United States. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the quarter ended September 30, 2005, are not necessarily indicative of the results that can be expected for the fiscal year ending March 31, 2006. KOMODO, INC. (A Development Stage Company) FINANCIAL STATEMENTS September 30, 2005 and March 31, 2005 3 KOMODO, INC. (A Development Stage Company) Balance Sheets ASSETS ------ September 30, March 31, 2005 2005 ------------- ------------- (Unaudited) CURRENT ASSETS Cash $ 2,068 $ 583,609 Related party receivable 31,653 51,559 Prepaid expenses - 70,000 ------------ ------------ Total Current Assets 33,721 705,168 ------------ ------------ FIXED ASSETS, NET 201,383 184,614 ------------ ------------ TOTAL ASSETS $ 235,104 $ 889,782 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ---------------------------------------------- CURRENT LIABILITIES Accounts payable and accrued liabilities $ 39,368 $ 22,565 Accounts payable and accrued liabilities - related parties 118,367 57,800 Liabilities of discontinued operations 205,676 205,676 ------------ ------------ Total Current Liabilities 363,411 286,041 ------------ ------------ 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, 14,093,793 and 14,093,793 shares issued and outstanding, respectively 14,094 14,094 Additional paid-in capital 15,362,303 15,362,303 Stock subscriptions receivable (565,000) (565,000) Deficit accumulated during the development stage (14,941,704) (14,209,656) ------------ ------------ Total Stockholders' Equity (Deficit) (128,307) 603,741 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 235,104 $ 889,782 ============ ============ The accompanying notes are an integral part of the financial statements. 4 KOMODO, INC. (A Development Stage Company) Statements of Operations (Unaudited) From Inception on November 10, For the Three Months Ended For the Six Months Ended 1995 Through September 30, September 30, September 30, --------------------------- --------------------------- ------------- 2005 2004 2005 2004 2005 ------------- ------------- ------------- ------------- ------------- REVENUES $ - $ - $ - $ - $ - ------------ ------------ ------------ ------------ ------------ EXPENSES Impairment of asset - - - - 50 Research and development 70,122 - 139,551 - 254,801 Depreciation and amortization 12,010 4,074 22,360 8,148 215,292 General and administrative 263,210 110,711 570,137 353,056 3,556,367 ------------ ------------ ------------ ------------ ------------ Total Expenses 345,342 114,785 732,048 361,204 4,026,510 ------------ ------------ ------------ ------------ ------------ LOSS FROM OPERATIONS (345,342) (114,785) (732,048) (361,204) (4,026,510) ------------ ------------ ------------ ------------ ------------ OTHER (EXPENSES) Interest expense - - - - (5,464) ------------ ------------ ------------ ------------ ------------ Total Other (Expense) - - - - (5,464) ------------ ------------ ------------ ------------ ------------ LOSS BEFORE DISCONTINUED OPERATIONS (345,342) (114,785) (732,048) (361,204) (4,031,974) LOSS FROM DISCONTINUED OPERATIONS NET OF ZERO TAX EFFECT - - - - (10,909,730) ------------ ------------ ------------ ------------ ------------ NET LOSS $ (345,342) $ (114,785) $ (732,048) $ (361,204) $(14,941,704) ============ ============ ============ ============ ============ BASIC LOSS PER SHARE OF COMMON STOCK $ (0.02) $ (0.01) $ (0.05) $ (0.04) ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 14,097,172 10,500,415 14,100,415 10,188,866 ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements. 5 KOMODO, INC. (A Development Stage Company) Statements of Cash Flows (Unaudited) From Inception on November 10, For the Six Months Ended 1995 Through September 30, September 30, --------------------------- ------------- 2005 2004 2005 ------------- ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (732,048) $ (361,204) $(14,941,704) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization expense 22,360 8,148 238,775 Common stock issued for services - - 3,781,023 Common stock issued for payment of accounts 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 - - 339,750 Services performed to reduce stock subscription receivable - - 246,761 Warrants granted below market value - - 513,331 Currency translation adjustment - - (168,626) Impairment of asset - - 50 Forgiveness of debt by shareholder - - 90,705 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable and accounts receivable-related parties 19,906 - (213,312) (Increase) decrease in deposits and prepaid expenses 70,000 23,038 (119,994) Increase in accounts payable and payable-related parties 60,567 14,805 262,463 Increase in accounts payable and accrued liabilities 16,803 (12,290) 20,539 Increase in liabilities of discontinued operations - - 269,718 ------------ ------------ ------------ Net Cash Used by Operating Activities (542,412) (327,503) (5,532,096) ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets (39,129) - (395,152) Purchase of mineral property and deferred exploration costs - - (2,762,539) ------------ ------------ ------------ Net Cash Used by Investing Activities (39,129) - (3,157,691) ------------ ------------ ------------ The accompanying notes are an integral part of these financial statements. 6 KOMODO, INC. (A Development Stage Company) Statements of Cash Flows (Continued) (Unaudited) From Inception on November 10, For the Six Months Ended 1995 Through September 30, September 30, --------------------------- ------------- 2005 2004 2005 ------------- ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES Stock offering costs - (22,400) (209,249) Cash received on stock subscription - - 161,510 Proceeds from common stock - 199,500 7,267,174 Proceeds on notes payable - related party - - 1,472,420 ------------ ------------ ------------ Net Cash Provided by Financing Activities - 177,100 8,691,855 ------------ ------------ ------------ NET INCREASE (DECREASE) IN CASH (581,541) (150,403) 2,068 CASH AT BEGINNING OF PERIOD 583,609 150,908 - ------------ ------------ ------------ CASH AT END OF PERIOD $ 2,068 $ 505 $2,068 ============ ============ ============ 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 $ - $ - $ 3,781,023 Common stock issued for license $ - $ - $ 125,000 Common stock issued for subscription $ - $ - $ 387,750 Common stock issued for payment of accounts payable $ - $ - $ 8,800 Services performed by related parties for the reduction in stock subscription receivable $ - $ - $ 246,761 The accompanying notes are an integral part of these financial statements. 7 KOMODO, INC. (A Development Stage Company) Notes to the Financial Statements September 30, 2005 and March 31, 2005 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, 2005 Annual Report on Form 10-KSB. Operating results for the six months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending March 31, 2006. NOTE 2 - GOING CONCERN The Company's financial statements are prepared using United States 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. However, the Company has not an established a reliable source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company intends to develop a secure e-mail service for sale to the public. In the interim, management is committed to meeting the operational cash flow needs of the Company through the private placement of shares of its common stock. The Company is in the beta-testing stage with its e-mail service and expects to have a marketable service by the end of 2005. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. NOTE 3 - RELATED PARTY TRANSACTIONS As of September 30, 2005, the Company owed related parties $58,367 for amounts advanced to the Company to cover operating expenses and accrued salaries. 8 KOMODO, INC. (A Development Stage Company) Notes to the Financial Statements September 30, 2005 and March 31, 2005 NOTE 3 - RELATED PARTY TRANSACTIONS (Continued) On September 28, 2005, the Company printed a common stock certificate for 300,000 shares of its common stock to be held as collateral for advertising services performed and to be performed by AlphaTrade.com. AlphaTrade.com has management in common with the Company. The shares are considered to be unissued because they will only be delivered to AlphaTrade.com, Inc. upon failure of the Company to pay for the advertising services. The Company has accrued $60,000 for these services through September 30, 2005. The Company has a receivable of $31,653 from Real Time. Real Time has management in common with the Company. The receivable will be repaid as Real Time incurs and pay expenses on the Company's behalf. NOTE 5 - OPTIONS AND WARRANTS On September 27, 2002, the Company established the 2002 stock option plan (the plan) to promote the interests of the Company. The Board of Directors of the Company has sole and complete authority to determine the employees to whom options shall be granted, the number of each grant and any additional conditions and limitations. The total number of shares of common stock subject to outstanding options shall be 1,000,000 shares. The exercise price shall not be less than the fair market value of the underlying shares. On August 8, 2003, the Company established the 2003 stock option plan (the plan) to promote the interests of the Company. The Board of Directors of the Company has sole and complete authority to determine the employees and/or consultants to who options shall be granted, the number of each grant and any additional conditions and limitations. The total number of shares of common stock subject to outstanding options shall be 1,150,000 shares. The exercise price shall not be less than the fair market value of the underlying shares. On February 12, 2004, the Company established the 2004 stock option plan (the plan) to promote the interests of the Company. The Board of Directors of the Company has sole and complete authority to determine the employees and/or consultants to who options shall be granted, the number of each grant and any additional conditions and limitations. The total number of shares of common stock subject to outstanding options shall be 1,000,000 shares. The exercise price at the date of grant shall not be less than the fair market value of the underlying shares. On December 1, 2004, in connection with the private placement of its common stock, the Company granted options to purchase 500,000 shares of its common stock at $1.50 per share, 500,000 shares of its common stock at $3.00 per share and 500,000 shares of its common stock at $5.00 per share. 9 KOMODO, INC. (A Development Stage Company) Notes to the Financial Statements September 30, 2005 and March 31, 2005 NOTE 5 - OPTIONS AND WARRANTS (Continued) A summary of the status of the Company's outstanding stock options as of September 30, 2005 (FY2006) and March 31,2005 (FY2005) and changes during the six months ended September 30, 2005 and the year ended March 31,2005 is presented below: 2006 2005 ------------------- ------------------- Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price --------- ------- --------- ------- Outstanding, beginning of year 4,650,000 $ 1.27 3,150,000 $ 0.36 Granted - - 1,500,000 3.17 Expired/Cancelled - - - - Exercised - - - - --------- ------- --------- ------- Outstanding, end of year 4,650,000 $ 1.27 4,650,000 $ 1.27 ========= ======= ========= ======= Exercisable 3,575,000 $ 1.52 3,575,000 $ 1.52 ========= ======= ========= ======= Outstanding Exercisable --------------------------------------------- --------------------- Weighted Number Average Weighted Number Weighted Range of Outstanding Remaining Average Exercisable Average Exercise at Sept.30, Contractual Exercise at Sept.30, Exercise Prices 2005 Life Price 2004 Price ------------ ----------- ----------- -------- ------------ -------- $0.14 - 5.00 4,650,000 7.67 $ 1.27 3,575,000 $ 1.52 ------------ ---------- ----- -------- ----------- -------- $0.14 - 5.00 4,650,000 7.67 $ 1.27 3,575,000 $ 1.52 ============ =========== =========== ======== =========== ======== The Company has the following outstanding warrants: 10 KOMODO, INC. (A Development Stage Company) Notes to the Financial Statements September 30, 2005 and March 31, 2005 NOTE 5 - OPTIONS AND WARRANTS (Continued) 2006 2005 ------------------- ------------------- Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price --------- ------- --------- ------- Outstanding, beginning of year 7,500,000 $ 0.46 3,500,000 $ 0.18 Granted - - 4,000,000 0.70 Expired/Cancelled - - - - Exercised - - - - --------- ------- --------- ------- Outstanding end of year 7,500,000 $ 0.46 7,500,000 $ 0.46 ========= ======= ========= ======= Exercisable 7,500,000 $ 0.46 7,500,000 $ 0.46 ========= ======= ========= ======= Outstanding Exercisable ------------------------------------ -------------------------------- Weighted Number Average Weighted Number Weighted Range of Outstanding Remaining Average Exercisable Average Exercise at Sept.30, Contractual Exercise at Sept.30, Exercise Prices 2005 Life Price 2005 Price ------------ ----------- ----------- ---------- ------------ -------- $ 0.12-0.70 7,500,000 8.19 $0.12-0.70 7,500,000 $ 0.46 ------------ ----------- ----------- ---------- ------------ -------- $ 0.12-0.70 7,500,000 8.19 $0.12-0.70 7,500,000 $ 0.46 ============ =========== =========== ========== ============ ======== The warrants were repriced on March 19, 2001. The exercise price was less than the trading price of the stock. Accordingly, a compensation expense of $51,761 was recorded as per the Black Scholes calculation. PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The accompanying balance sheets of Komodo, Inc. at September 30, 2005 and March 31, 2005, related statements of operations and cash flows for the three months and six months ended September 30, 2005 and 2004, have been prepared by our management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the quarter and six months ended September 30, 2005, are not necessarily indicative of the results that can be expected for the fiscal year ending March 31, 2006. 11 Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operations The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-QSB. Forward-looking and Cautionary Statements This report contains certain forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks and uncertainties. These factors may cause our company's, or our industry's actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will" "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Business Overview ----------------- Komodo is a software development company in the process of designing and building a web based application designed to eradicate viruses, spam, unwanted e-mails while providing complete privacy and or anonymity. E-mail traffic is rampant with viruses, unwanted spam, unsolicited adult content and causes 100's of millions of dollars in wasted time and added bandwidth costs to the current infrastructure. This annoying and costly phenomenon increasingly results in extra expenses in terms of lost productivity when computers are virus infected and getting rid of unwanted e-mails. Current solutions are ineffective filtration methods and usually require special software or equipment to be installed on the client side. We believe our e-mail system will be effective in eliminating spam, viruses, unwanted e-mail solicitations and will speed up the delivery of all mail, especially larger files. The application will be a subscription based service which will enable customers to continue using their current e-mail address thereby minimizing any frustrations and eliminating unnecessary stress caused by changing e-mail addresses or domains. Subscribers will be able to sign up online for the services and will be provided with a multiple selection of products designed for eliminating spam, viruses while providing extremely high levels of security and privacy. Our technology is in development and it is anticipated will undergo some structural changes before release in its beta format. Development of web based technology requires open-ended development and typically code is rewritten, adjusted and modified during development which may result in delays. We expect that we need approximately $1,500,000 over the next 12 month period. In the past 12 months we have raised $1,422,000. This funding was completed in the form of private placement funding from the sale of shares of the company's common stock. Without adequate funding the product will not progress. Obtaining financing depends on current market conditions, the willingness of the 12 investment community to make investments into software development, the timing of key developments of the software and other similar factors. We cannot provide any assurances that we will be able to secure the funding. Results of Operations Net losses for the three months ended September 30, 2005 were $345,000, as compared to $115,000 for the same period in 2004. The net loss for 2005 translates into a loss of $0.02 per share compared to a loss of $0.01 per share for the same period in 2004. The increase in the net loss is attributable to research and development fees incurred in the development of our technology of approximately $70,000 compared to $-0- in 2004. Our office lease expense and incurred related occupancy expenses was $32,000 compared to $6,000 in 2004. We paid or accrued approximately $121,000 to our management consultants in the second quarter of fiscal 2006 compared to $44,000 in the prior year. The balance of our general and administrative expenses were made up primarily of legal and accounting of approximately $5,000 and advertising/marketing of $62,000 compared to $11,000 and $-0-, respectively. Net losses for the six months ended September 30, 2005 were $732,000 as compared to $361,000 for the same period in 2004. The net loss for 2005 translates into a loss of $0.05 per share compared to a loss of $0.04 per share for the same period in 2004. The increase in the net loss is attributable to research and development fees incurred in the development of our technology of approximately $140,000 compared to $-0- in 2004. Our office lease expense and incurred related occupancy expenses was $59,000 compared to $6,000 in 2004. We paid or accrued approximately $235,000 to our management consultants in the first half of fiscal 2006 compared to $173,000 in the prior year. The balance of our general and administrative expenses were made up primarily of legal and accounting of approximately $23,000 and advertising/marketing of $163,000 compared to $23,000 and $53,000, respectively. Liquidity and Capital Resources We had approximately $2,000 cash on hand at September 30, 2005 compared to $584,000 at March 31, 2005. We used approximately $542,000 of cash for operations during the six months ended September 30, 2005 compared to approximately $327,000 for the same period of FYE 2005. The increase was due to the completion of the development of our e-mail security technology and the preparation for beta testing of the product. We estimate that we will need approximately $1,500,000 of additional funds over the next twelve months. We estimate that existing sources of liquidity and the funds provided by anticipated capital activity will satisfy our projected working capital requirements through fiscal 2006. Our ability to maintain sufficient liquidity through fiscal 2006 is dependent on our 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, we may be required to curtail operations significantly or to seek funds through arrangements with strategic partners, existing investors or other parties. Item 3. Controls and Procedures 13 As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based upon that evaluation, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to cause the material information required to be disclosed by us in the reports that we file or submit under the Exchange Act to be recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There have been no significant changes in our internal controls or in other factors which could significantly affect internal controls subsequent to the date we carried out our evaluation. PART II - OTHER INFORMATION. Item 1. Legal Proceedings. We are not aware of any pending claims or assessments, that may have a material adverse impact on Komodo's financial position or results of operations. Item 2. Changes in Securities. The following unregistered securities have been issued since March 31st, 2005: Valued Date No. of Shares Title At Reason 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. (a) Exhibits (a) Exhibits Exhibit 31.1 Certification of C.E.O. and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 32.1 Certification of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Report on Form 8-K None 14 SIGNATURES In accordance with the requirements of the 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: November 8, 2005 / s / Gordon Muir ---------------------------- President / Director Principal Accounting Officer 15