SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended July 31, 2001
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 0-011013
COMSTOCK INDUSTRIES, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
Florida 65-1030375
(State or Other Jurisdiction (IRS Employer Identification
of Incorporation) Number)
5100 Town Center Circle, Suite 430, Boca Raton, Florida 33486
-------------------------------------------------------------
(Address of Principal Executive Offices, Including Zip Code)
(561) 697-0471
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check 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 the filing requirements for at least the past 90 days:
YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: As of
January 14, 2002, there were 8,185,885 shares of the Registrant's
$.0001 par value common stock outstanding.
Transitional Small Business Disclosure Format (check one):
YES [ ] NO [X]
TABLE OF CONTENTS
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
(a) Consolidated Balance Sheets as of July 31, 1
2001 and April 30, 2001
(b) Consolidated Statements of Operations for the 2
three month periods ended 7/31/01 and 7/31/00
(c) Consolidated Statements of Cash Flows for the 3
three month periods ended 7/31/01 and 7/31/00
(d) Notes to Financial Statements 4
Item 2. Management's Discussion and Analysis or
Plan of Operation.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults on Senior Securities.
Item 4. Submission of Matters to a Vote of
Security Holders.
Item 5. Other Events.
Item 6. Exhibits, Lists and Reports on Form 8-K.
SIGNATURES
Item 1. FINANCIAL STATEMENTS.
a. Consolidated Balance Sheets as of July 31, 2001 and April 30, 2001
COMSTOCK INDUSTRIES, INC.
BALANCE SHEETS
July 31, April 30,
2001 2001
ASSETS (Unaudited) (Audited)
______________________________________
Current Assets:
Cash and cash equivalents $0 $0
Total Current Assets 0 0
Total Assets $0 $0
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $70,837 $55,479
Total Current Liabilities 70,837 55,479
Total Liabilities 70,837 55,479
Stockholders' Equity:
Preferred stock, 20,000,000
authorized $.0001 par value
-0- issued and outstanding at July - -
31 and April 30, 2001
Common stock, 80,000,000
authorized
$.0001 par value,
8,185,885 issued and outstanding
at July 31, 2001
and 8,185,885 at April 30, 2001 819 819
Additional paid-in capital 123,096 120,096
Retained earnings (deficit) (194,752) (176,394)
Total Stockholders' Equity (70,837) (55,479)
(Deficit)
Total Liabilities and $0 $0
Stockholders' Equity
(Deficit)
b. Consolidated Statements of Operations for the three month
periods ended 7/31/01 and 7/31/00
COMSTOCK INDUSTRIES, INC.
STATEMENTS OF OPERATIONS
For The Three
Month Period Ended
July 31,
2001 2000
__________________________
Revenues $0 $0
Cost of Revenues 0 0
Gross Profit 0 0
Other Costs:
General and administrative 18,358 0
expenses
Total Other Costs: 0 0
Other Income and Expense:
Interest Income 0 0
Net Income (Loss) before Income Taxes 18,358 0
Income Taxes - -
Net Income (Loss) $18,358
$0
Earnings (Loss) Per Share:
Basic and diluted income (loss) per - -
share
Basic and diluted common shares 8,185,885 8,185,885
outstanding
c. Consolidated Statements of Cash Flows for the three month
periods ended 7/31/01 and 7/31/00
COMSTOCK INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
For the Three
Month Period Ended
July 31,
2001 2000
Cash Flows from Operating Activities:
Net income (loss) $(18,358) $0
Adjustments to reconcile net
income (loss)to net cash used in
operating activities:
Increase in accounts payable 15,358 0
and accrued expenses
Net Cash Used in Operating (3,000) 0
Activities
Cash Flows from Financing
Activities:
Contributed Capital 3,000 0
Net cash provided by Financing 3,000 0
Activities
Net Decrease in Cash and Cash - -
Equivalents
Cash and cash equivalents, beginning - -
of period
Cash and cash equivalents, end of - -
period
d. Notes to Financial Statements
COMSTOCK INDUSTRIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2001 AND 2000
1. THE COMPANY.
Comstock Industries Inc. was originally incorporated on April 3,
1928 under the laws of the State of Nevada as Canadian Metals
Syndicate, Inc. The Name of the Company was changed on March 28,
1983 to Comstock Industries, Inc. On July 10th, 2000 Comstock
Industries Inc.(Nevada) merged with and into Comstock Industries
Inc. Florida (a Florida Corporation) which changed its name to
Comstock industries Inc.(hereinafter referred to as the "Company").
The Company is a development stage company. The Company has not
engaged in any business operations for at least the last two years
and has no operations to date.
The Company will attempt to identify and negotiate with a business
target for the merger of that entity with and into the company. In
certain instances, a target company may wish to become a subsidiary
of the company or may wish to contribute assets to the company
rather than merge. No assurances can be given that the Company will
be successful in identifying or negotiating with any target company.
The Company seeks to have its securities re-qualified to be traded
in the United States secondary market.
2. INTERIM PRESENTATION.
The interim consolidated financial statements are prepared pursuant
to the requirements for reporting on Form 10-QSB. The interim
financial statements and notes thereto do not include all
disclosures required by generally accepted accounting principles and
should be read in conjunction with the financial statements and
notes in the Company's Form 10-KSB dated January 11, 2002. In the
opinion of management, the interim financial statements reflect all
adjustments of a normal recurring nature necessary for a fair
statement of the results for the interim periods presented. The
current period results of operations are not necessarily indicative
of results which ultimately will be reported for the full year
ending April 30, 2002.
3. GOING CONCERN.
The company's financial statements are prepared using generally
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
does not have significant cash or other material assets, nor does it
have an established source of revenues sufficient to cover its
operating costs and allow it to continue as a going concern.
4. COMMITMENTS AND CONTINGENCIES
Litigation
As of July 31, 2001 the company was involved in a law suit that was
subsequently settled between the parties for the amount of $3,000
which has been reflected in the April 30, 2001, financial statements.
5. STOCKHOLDERS' EQUITY
The aggregate number of shares of all classes that the corporation
shall have authority to issue is 100,000,000 shares, of which
80,000,000 shares have a par value par of $0.0001 per share and
shall be class designated as "Common Shares" and of which
20,000,000 shares shall have a par value of $0.0001 and shall be
class designated as "Preferred Shares" . Holders of shares of
common stock are entitled to one vote for each share on all matters
to be voted on by the stockholders. Holders of common stock do not
have cumulative voting rights. "Preferred Shares" may be issued from
time to time in one or more series to have distinctive serial
designations, as same shall hereafter be determined in the
resolution or resolutions providing for the issuance of such
Preferred Shares from time to time as adopted by the Board of
Directors.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Forward Looking Statements
The information provided in this report may contain "forward
looking" statements or statements which arguably imply or suggest
certain things about our future. Statements which express that we
"believe", "anticipate", "expect", or "plan to" as well as other
statements which are not historical fact, are forward looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on assumptions that
we believe are reasonable, but a number of factors could cause our
actual results to differ materially from those expressed or implied
by these statements. We do not intend to update these forward
looking statements. Any potential investor reviewing this report is
advised to review the "Additional Cautionary Statements" section
below for more information about risks that could affect our
financial results.
Management's Discussion and Analysis
The following discussion of our financial condition and results
of operations should be read in conjunction with the financial
statements and the notes to the statement included elsewhere in this
report.
Overview
We are the successor by the Merger to Comstock Nevada. On July
10, 2000, Comstock Nevada changed its state of incorporation from
Nevada to Florida by means of a merger into a wholly-owned Florida
subsidiary, Comstock Industries Florida, Inc., which as a part of
the Merger changed its name to Comstock Industries, Inc.
Plan of Operations
Prior to the Merger, we were a development stage company
seeking to engage in the mining business. Our efforts to engage in
the mining business proved unsuccessful and over at least the last
two years we have not engaged in any meaningful business operations.
We continue to be considered as a development stage company, and
during the three month period ended July 31, 2001, we have focused
our business activities on seeking suitable merger or acquisition
candidates within the computer software, telecommunications and
medical services industries. Accordingly, during the prior three
month period ended July 31, 2001, we did not generate any revenues
and the only expenses we incurred were in the nature of legal fees
and costs.
We expect to be required to raise a limited amount of
additional funds during the next 12 months to meet our cash
requirements, and we believe that before we will be able to commence
any business operations, we will have to raise capital to fund such
operations. The capital requirements might be substantial, but we
are unable to estimate any such capital requirements at this time.
We are uncertain that we will be able to raise any capital in the
future or if such capital is raised that it will be on terms
favorable to us. To the extent that we have current working capital
requirements, we believe that we may be able to obtain very limited
amounts of capital from our existing stockholders in the form of
loans or capital contributions.
We have not undertaken any product research and development
during the three month period ended July 31, 2001.
We do not expect to purchase or sell any plant or significant
equipment.
We do not expect any significant changes in our number of
employees.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. Not Applicable.
ITEM 2. CHANGES IN SECURITIES. Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable
ITEM 5. OTHER EVENTS. Not Applicable
ITEM 6. EXHIBITS, LISTS AND REPORTS ON FORM 8-K:
(a) Exhibits.
The following is a list of exhibits filed as part of this
quarterly report on Form 10-QSB. Where so indicated by footnote,
exhibits which were previously filed are incorporated by reference.
For exhibits incorporated by reference, the location of the exhibit
in the previous filing is indicated in parentheses.
DESCRIPTION
EXHIBIT
NO.
2.1 Merger Agreement (2)
3.1 Articles of Incorporation of Comstock Nevada. (1)
3.2 Bylaws of Comstock Nevada.(1)
3.3 Articles of Incorporation of Comstock Florida. (2)
3.4 Bylaws of Comstock Florida (2)
(1) Previously filed with Form 10 of the Company dated March 5, 1983
and incorporated herein by reference.
(2) Previously filed with Form 10QSB of the Company for the quarter
ended July 31, 2000 and filed on August 15, 2000
(b) Reports on Form 8-K. None.
SIGNATURES
In accordance with the requirements of the Securities and
Exchange Act of 1934, the Registrant has caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
COMSTOCK INDUSTRIES, INC.
Date: 01/18/02 By: /s/ Stephen Whatmore
Stephen Whatmore, President and
Principal Financial Officer