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 the quarterly period ended: August 31, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________
Commission file number: 000-50601
EZCOMM ENTERPRISES INC.
-----------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 33-0827004
(State or other jurisdiction of (IRS Employee Identification No.)
incorporation or organization)
11789, 79A Avenue, Delta, BC, V4C 1V7
(Address of principal executive offices)
(604) 599-8186
(Issuer's telephone number)
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:
Common Stock, $0.0001 par value 35,368,800
(Class) (Outstanding as of August 31, 2004)
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
EZCOMM, INC.
FORM 10-QSB
INDEX
Page
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Part I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed balance sheet at August 31, 2004........................ F-1
Condensed Statement of Losses for the Three Months Ended
August 31, 2004 and 2003.......................................... F-2
Condensed Statement of Cash Flows for the Three Months Ended
August 31, 2004 and 2003.......................................... F-3
Notes to Condensed Financial Statements........................... F-4
Item 2. Management's Discussion and Analysis or Plan of Operation......... 3
Item 3. Controls and Procedures........................................... 4
Part II OTHER INFORMATION
Item 1. Legal Proceedings................................................. 4
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds....... 4
Item 3. Defaults upon Senior Securities................................... 4
Item 4. Submission of Matters to a Vote of Security Holders............... 4
Item 5. Other Information................................................. 4
Item 6. Exhibits and Reports on Form 8-K.................................. 4
Signatures................................................................. 5
2
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
EZCOMM ENTERPRISES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
AUGUST 31, 2004
(UNAUDITED)
ASSETS
Current Assets:
Cash $ 139
------------
Total Current Assets 139
$ 139
============
LIABILITIES AND DEFICIENCY IN
STOCKHOLDERS' EQUITY
Current Liabilities:
Due to Related Parties 58,974
Accrued expenses 5,000
------------
Total Current Liabilities 63,974
DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred stock, par value $ 0.0001
authorized 20,000,000 shares, none issued --
Common stock, par value $0.0001;
authorized 480,000,000 shares,
issued and outstanding 35,368,800 3,537
Additional paid in capital 1,827,815
Accumulated deficit (1,895,187)
------------
Total deficiency in stockholders' equity (63,835)
------------
$ 139
============
See accompanying footnotes to the unaudited condensed consolidated
financial information
F-1
EZCOMM ENTERPRISES, INC.
CONDENSED STATEMENT OF LOSSES
(UNAUDITED)
For the Three Months Ended
August 31, August 31,
2004 2003
------------- -------------
Costs and Expenses:
General and Administrative Expenses
$ 6,799 $ 500
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Total costs and expenses 6,799 500
Operating loss (6,799) (500)
Income Tax Expense -- --
------------- -------------
Net Income (Loss) $ (6,799) $ (500
============= =============
Net Income (Loss)
Per Common Share
(Basic and Assuming Dilution) $ (.00) $ (.00)
Weighted Average Common
Shares Outstanding 35,368,800 35,368,800
See accompanying footnotes to the unaudited condensed
consolidated financial information
F-2
EZCOMM ENTERPRISES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For The Three Months Ended
-----------------------------
August 31, August 31,
2004 2003
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Cash flows from operating activities:
Net income (loss) for the period $ (6,799) $ (500)
Net increase (decrease) in accrued expenses (15,000) --
------------- -------------
Net cash provided by (used in) operating activities
(21,799) (500)
Cash flows used in investing activities: -- --
Cash flows from financing activities: -- --
Advances from (to) related parties, net 21,799 500
------------- -------------
Net cash provided by (used in) financing activities 21,799 500
Net increase (decrease) in cash and equivalents -- --
Cash and cash equivalents at beginning of period 139 139
------------- -------------
Cash and cash equivalents at end of period $ 139 $ 139
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for taxes $ -- $ --
Cash paid during the period for interest -- --
See accompanying footnotes to the unaudited condensed consolidated
financial information
F-3
EZCOMM ENTERPRISES, INC.
NOTES TO CONDENSED FINANCIAL INFORMATION
AUGUST 31, 2004
(UNAUDITED)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
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The accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions to Form 10-QSB, and therefore, do not include
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10QSB . Accordingly, they do not include all the
information necessary for a fair presentation of financial position, results of
operations and cash flows in conformity with accounting principles generally
accepted in the United States of America for a complete set of financial
statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the three-month period ended August
31,2004 are not necessarily indicative of the results that may be expected for
the year ended May 31, 2005. The unaudited consolidated financial statements
should be read in conjunction with the May 31, 2004 financial statements and
footnotes thereto included in the Company's SEC Form 10-KSB.
Business and Basis of Presentation
- ----------------------------------
Ezcomm Enterprises, Inc. (the "Company"), an inactive public shell company
incorporated under the laws of the State of Delaware on August 26, 1998, was
formed for the purpose of developing and marketing video arcade gaming machines.
In 1999, the Company ceased operating activities and was dormant through January
2000, at which time the Company was recapitalized and its efforts were devoted
to developing a customer loyalty reward program and a related information
database. In January, 2001 the Company ceased operations and is currently
dormant.
The Company is inactive with no significant operations and is seeking to merge
with, or acquire in interest in business opportunities.
F-4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Overview
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The Company is considered a development stage company with limited assets or
capital and with no operations or income since inception. The costs and expenses
associated with the preparation and filing of this registration statement and
other operations of the Company have been paid for by loans from the President
of the Company (see Item 4, Security Ownership of Certain Beneficial Owners and
Management). It is anticipated that the Company will require only nominal
capital to maintain the corporate viability of the Company and necessary funds
will most likely be provided by the Company's existing shareholders or its
officers and directors in the immediate future. However, unless the Company is
able to facilitate an acquisition of or merger with an operating business or is
able to obtain significant outside financing, there is substantial doubt about
its ability to continue as a viable corporation.
In the opinion of management, inflation has not and will not have a material
effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Plan of Operation
- -----------------
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item I above. Because the
Company lacks finds, it may be necessary for the officers and directors to
either advance funds to the Company or to incur expenses until such time as a
successful business consolidation can be made. Management intends to hold
expenses to a minimum and to obtain services on a contingency basis when
possible. Further, the Company's President and sole Director will defer payment
of all accrued compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide his
remuneration. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds.
As of the date hereof, the Company has engaged its officers and directors and
legal counsel to assist in the search for business opportunities. The Company
has not made any arrangements or definitive agreements to use outside advisors
or consultants or to raise any capital. In the event the Company does need to
raise capital most likely the only method available to the Company would be the
private sale of its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum, from either a commercial or
private lender. There can be no assurance that the Company will be able to
obtain additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
3
The Company does not intend to use any employees, with the possible exception of
part-time clerical assistance on an as-needed basis. Outside advisors or
consultants will be used only if they can be obtained for minimal cost or on a
deferred payment basis. Management is confident that it will be able to operate
in this manner and to continue its search for business opportunities during the
next twelve months.
Results of Operation
- --------------------
The Company has had no operations during this reporting period. During the
quarterly period covered by this report, the Company received no revenue and
incurred expenses of $6,799 stemming from general and administrative
expenditures.
Liquidity
- ---------
As of August 31, 2004 the Company had total current assets of $139 and total
liabilities of $63,974
ITEM 3. CONTROLS AND PROCEDURES
The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules 13a-14 (c) of the Securities Exchange Act of 1934) as of
August 31, 2004 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrants and their consolidated subsidiaries is recorded,
processed , summarized and reported within the time periods specified by the
SEC' s rules and forms, particularly during the period in which this quarterly
report has been prepared.
The registrants' principal executive officers and principal financial officer
have concluded that there were no significant changes in the registrants'
internal controls or in other factors that could significantly affect these
controls subsequent to August 31, 2004 the date of their most recent evaluation
of such controls, and that there was no significant deficiencies or material
weaknesses in the registrant's internal controls.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY 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
4
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1.1(1) Certificate of Incorporation dated August 26, 1998
3.1.2(1) Amendment of Certificate of Incorporation dated January 1,
2000
3.1.3(2) Certificate of Renewal and Revival dated March 1, 2004
3.1.4(2) Amendment of Certificate of Incorporation dated July 22,
2004
3.2(1) Bylaws
31.1 Section 302 Certification
32.1 Section 906 Certification
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(1) Previously filed as an exhibit to the Company's Form 10-SB12G as filed
February 20, 2004
(2) Previously filed as an exhibit to the Company's Form 8-K as filed on
August 3, 2004
(b) Reports on Form 8-K filed during the three months ended August 31,
2004.
On August 3, 2004, the Company filed a current report on items 5 and 7,
other items, disclosing that the Company filed amendments to its
Charter changing the Company's name and increasing the amount of
authorized capital.
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.
Date: October 15, 2004 EZCOMM INC.
/s/ Peter Braun
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Peter Braun
President