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 June 30, 2003
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
------- --------
Commission File Number: 0-49763
eXmailit.com
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Nevada 88-0469593
--------------------------- -----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
530-999 West Hastings St.
Vancouver, B.C., Canada V6C 2W2 (604) 688-4060
- --------------------------------- -----------------------------
(Address of principal executive (Registrant's telephone number,
offices) including area code)
None
-----------------------------------------------------------------
Former Name, Address and Fiscal Year, If Changed Since Last Report
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 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
The number of shares outstanding of the registrant's common stock as of
June 30, 2003 was 4,000,000.
Registrant's common stock is listed on the OTC Bulletin Board under
the symbol "EXMA".
Transitional Small Business Disclosure Format: Yes No X
1
PART I - Financial Information
Item 1. Financial Statements
The interim financial statements for eXmailit.com (the Company)
included herein are unaudited but reflect, in management's opinion, all
adjustments, consisting only of normal recurring adjustments, that are
necessary for a fair presentation of the Company's financial position
and the results of its operations for the interim periods presented.
Because of the nature of the Company's business, the results of
operations for the three and six months ended June 30, 2003 are not
necessarily indicative of the results that may be expected for the full
fiscal year. The financial statements included herein should be read in
conjunction with the financial statements and notes thereto included in
the Form 10-KSB for the year ended December 31, 2002, which can be
found on the SEC website at www.sec.gov, under CIK Number 0001132810.
2
eXmailit.com
A DEVELOPMENT STAGE COMPANY
INTERIM STATEMENT OF FINANCIAL POSITION
Unaudited - see the Review Engagement Report
- ------------------------------------------------------------------------------
AS AT AS AT
JUNE 30 31 DECEMBER
2003 2002
--------------- ---------------
CURRENT ASSETS
Cash $ 12,539 $ 19,295
----------- -----------
Total current assets 12,539 19,295
----------- -----------
EQUIPMENT AND SOFTWARE, NOTE 3
Office and computer equipment
and software, at cost 14,560 14,560
Accumulated amortization 7,238 6,557
----------- -----------
Unamortized cost 7,332 8,003
----------- -----------
----------- -----------
TOTAL ASSETS $ 19,861 $ 27,298
=========== ===========
CURRENT LIABILITIES
Accounts payable $ 1,901 $ 2,250
Loans payable, Note 4 75,000 75,000
----------- -----------
Total current liabilities 76,901 77,250
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
Share capital, Note 5 4,000 4,000
Additional paid in capital 49,000 49,000
Currency translation adjustment 3,639 1,691
Deficit accumulated during the development stage (113,679) (104,643)
----------- -----------
Total stockholders'equity (deficiency in assets) (57,040) (49,952)
----------- -----------
----------- -----------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS $ 19,861 $ 27,298
=========== ===========
- --------------------------------------------------------------------------------
Parker & Co., Chartered Accountants
3
eXmailit.com
A DEVELOPMENT STAGE COMPANY
INTERIM STATEMENT OF RESULTS OF OPERATIONS
Unaudited - see the Review Engagement Report
- --------------------------------------------------------------------------------
FROM
INCEPTION,
6 APRIL
FOR THE THREE FOR THE SIX 2000
MONTHS ENDED MONTHS ENDED TO
-------------------- ------------------ 30 JUNE
30 JUNE 30 JUNE 30 JUNE 30 JUNE 2003
2003 2002 2003 2002
---------- --------- --------- -------- --------
<c> <c> <c> <c> <c>
EXPENSES
Accounting, legal and
professional fees $ 4,231 $ 3,860 $ 7,492 $ 7,196 $ 66,508
Advertising - - - - 647
Bank charges and interest 108 58 152 87 956
Dues and subscriptions - - - 75 1,816
Telephone 61 356 201 721 4,611
Utilities - - - - 153
Rent - - - - 7,445
Postage and courier 88 - 187 53 645
Office supplies - 75 - 165 3,397
Filing and registration fees 193 3,753 333 3,753 4,159
Travel and entertainment - - - - 7,621
Amortization 406 2,047 681 2,787 11,950
Exchange losses - 167 - 1,141 4,335
-------- -------- -------- -------- --------
Total expenses 5,087 10,316 9,046 15,978 114,243
-------- -------- -------- -------- --------
OTHER INCOME
Interest earned - - - - 554
Exchange gain - - 10 - 10
-------- -------- -------- -------- --------
Total Other Income - - 10 - 564
-------- -------- -------- -------- --------
LOSS BEFORE INCOME TAXES (5,087) (10,316) (9,036) (15,978) (113,679)
INCOME TAXES, NOTE 7 - - - - -
-------- -------- -------- -------- --------
LOSS ($5,087) ($10,316) ($9,036) ($15,978) ($113,679)
======== ======== ======== ======== ========
LOSS PER SHARE, NOTE 8 ($0.00) ($0.00) ($0.00) ($0.00) ($0.03
======== ======== ======== ======== ========
WEIGHTED AVERAGE NUMBER
OF SHARES 4,000,000 4,000,000 4,000,000 4,000,000 3,552,700
======== ======== ======== ======== ========
- -------------------------------------------------------------------------------
Parker & Co., Chartered Accountants
4
eXmailit.com
A DEVELOPMENT STAGE COMPANY
INTERIM STATEMENT OF CASH FLOWS
Unaudited - see the Review Engagement Report
- --------------------------------------------------------------------------------
FROM
INCEPTION,
6 APRIL
FOR THE THREE FOR THE SIX 2000
MONTHS ENDED MONTHS ENDED TO
-------------------- ------------------ 30 JUNE
30 JUNE 30 JUNE 30 JUNE 30 JUNE 2003
2003 2002 2003 2002
---------- --------- --------- -------- --------
<c> <c> <c> <c> <c>
CASH PROVIDED (USED)
FROM OPERATIONS
Net loss ($5,087) ($10,316) ($9,036) ($15,978) ($113,679)
Items not involving cash
Amortization of equipment
and software cost 406 2,047 681 2,787 11,950
Office equipment exchanged
for consulting services - - - - 15,354
-------- -------- -------- -------- --------
Total cash used for the loss (4,681) (8,269) (8,355) (13,191) (86,375)
Changes in working capital
other than cash
Accounts payable (417) (523) (349) (548) 1,901
Loan payable - - - - 75,000
-------- -------- -------- -------- --------
Total changes in
working capital (417) (523) (349) (548) 76,901
-------- -------- -------- -------- --------
Total cash used in operations (5,098) (8,792) (8,704) (13,739) (9,474)
-------- -------- -------- -------- --------
CASH PROVIDED (USED) BY
INVESTMENT ACTIVITY
Acquisition of equipment
and software - (2,830) - (2,830) (34,626)
-------- -------- -------- -------- --------
CASH PROVIDED (USED) BY
FINANCING ACTIVITY
Issue of common stock - - - - 53,000
Currency translation adjustment 1,090 2,448 1,948 2,448 3,639
-------- -------- -------- -------- --------
Total cash provided
by financing 1,090 2,448 1,948 2,448 56,639
-------- -------- -------- -------- --------
CASH CHANGE (4,008) (9,174) (6,756) (14,121) 12,539
CASH BEGINNING 16,547 41,666 19,295 46,613 -
-------- -------- -------- -------- --------
CASH ENDING $ 12,539 $ 32,492 $ 12,539 $ 32,492 $ 12,539
======== ======== ======== ======== ========
COMPRISED OF:
Cash $ 12,539 $ 32,492 $ 12,539 $ 32,492 $ 12,539
======== ======== ======== ======== ========
- --------------------------------------------------------------------------------
Parker & Co., Chartered Accountants
5
eXmailit.com
A DEVELOPMENT STAGE COMPANY
INTERIM STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS AND SIX MONTHS ENDED 30 JUNE 2003 AND 2002 AND FROM
INCEPTION, 6 APRIL 2000 TO 30 JUNE 2003
Unaudited - See the Review Engagement Report
- -------------------------------------------------------------------------------
COMMON COMMON ADDITIONAL CURRENCY
STOCK STOCK PAID IN TRANSLATION
CONSIDERATION ISSUED AMOUNT CAPITAL DEFICIT ADJUSTMENT TOTAL
- ------------------ -------- -------- --------- --------- ----------- ---------
<s> <c> <c> <c> <c> <c> <c>
Private placement
for cash on
10 April 2000 3,000,000 $ 3,000 $ 0 $ 0 $ 3,000
Net loss from
inception, 6 April
2000 to 31 December
2000 ($28,224) (28,224)
-------- -------- --------- --------- ----------- ---------
Balance as at
31 December 2000 3,000,000 3,000 - (28,224) - (25,224)
Private placement
for cash on
20 September 2001 1,000,000 1,000 49,000 50,000
Net loss for the
year ended
31 December 2001 (46,241) (46,241)
--------- --------- --------- --------- ---------- --------
Balance as at 31
December 2001 4,000,000 4,000 49,000 (74,465) - (21,465)
--------- --------- --------- --------- ---------- --------
Net loss for the
year ended
December 31, 2002 (30,178) (30,178)
Currenty translation
adjustment change
for the year ended
31 December 2002 1,691 1,691
--------- --------- --------- --------- ---------- --------
Balance as at
31 December 2002 4,000,000 4,000 49,000 (104,643) 1,691 (49,952)
Net loss for the
six month ended
30 June 2003 (9,036) (9,036)
Currency translation
adjustment change
for the six months ended
30 June 2003 1,948 1,948
--------- --------- --------- --------- ---------- --------
Balance aa at
30 June 2003 4,000,000 $4,000 $49,000 ($113,679) $3,639 ($57,040)
========= ========= ========= ========== ========= =========
- ------------------------------------------------------------------------------
Parker & Co., Chartered Accountants
6
eXmailit.com
A DEVELOPMENT STAGE COMPANY
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED 30 JUNE 2003 AND FROM
INCEPTION, 6 APRIL 2000 TO 30 JUNE 2003
Unaudited - see the Review Engagement Report
- ----------------------------------------------------------------------
Note 1 THE CORPORATION AND ITS BUSINESS
eXmailit.com was incorporated in the State of Nevada, United States
on 6 April 2000. The company has a total of 100,000,000 authorized
shares with a par value of $0.001 per share with 4,000,000 shares
issued and outstanding as at 3O June 2003.
The company has offices in Vancouver, British Columbia, Canada.
The company has been organized to operate an online email to mail
service network on the internet. The company is a development stage
company which has not derived any revenue from its operations.
The fiscal year end of the company is 31 December.
Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
These financial statements have been prepared using United States
Generally Accepted Accounting Principles as established by the
American Institute of Certified Public Accountants and have been
stated in United States dollars rounded to the nearest whole dollar
except for the loss per share which has been rounded to the nearest
cent. These accounting principles are applicable to a going concern,
which contemplates the realization and liquidation of liabilities in
the normal course of business. Current business activities have just
begun and insufficient revenue has been generated to sustain the
company as a going concern without the infusion of additional capital.
Assets and liabilities of operations in foreign countries are
translated into United States dollars using the exchange rate at the
statement of financial position date for monetory assets and
liabilities or the historical exchange rates for the nonmonetory
assets. Accordingly, the company's primary functional currency is the
Canadian dollar and as a result the company operates a Canadian dollar
bank account which was translated into United States of America dollars
at the exchange rate at the statement of financial position date.
Transactions made in Canadian dollars or other foreign currencies were
translated at the average exchange rates prevailing throughout the year.
The effects of exchange rate fluctuations on translating foreign currency
assets and liabilities into United States dollars are included in
stockholders' equity, while gains and losses resulting from foreign
currency transactions are included in operations.
Revenue is recorded as a sale at the time the services contracted for
have been completed. Costs are recorded at the time an obligation to pay
occurs and are expensed at the time the benefit to the company is matched
to revenue or, if there is no matching revenue, to the period in which
the benefit is realized.
Equipment and software are all amortized at 20% on the declining balance.
Note 3 EQUIPMENT AND COMPUTER SOFTWARE
ACCUMULATED UNAMORTIZED UNAMORTIZED
AT COST AMORTIZATION COST COST
30 JUNE 30 JUNE 30 JUNE 31 DECEMBER
COMPRISED OF: 2003 2003 2003 2002
----------------------------------------------------
Office furniture $1,982 $ 902 $ 1,080 $ 1,174
Computer equipment 2,828 2,147 681 783
Computer software 5,616 2,371 3,245 3,528
Leasehold improvements 4,134 1,818 2,316 2,518
------ ------ ---------- ----------
$14,560 $7,238 $ 7,322 $ 8,003
======= ======= ========== ==========
7
eXmailit.com
A DEVELOPMENT STAGE COMPANY
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED 30 JUNE 2003 AND FROM
INCEPTION, 6 APRIL 2000 TO 30 JUNE 2003
Unaudited - see the Review Engagement Report
- -------------------------------------------------------------------------
Note 4 LOANS PAYABLE
The loans payable were repayable on August 12, 2001. Interest at the
rate of 15% per annum may be charged after the loans maturity at the
option of the holder. If payment is not paid within 30 days of the
due date, then liquidation damages equal to 5% of the overdue amount
will be added to the balance owing. The interest to 30 June 2003 and
the liquidation damages have been waived and the loans repayment
terms have been extended indefinitely, with a provision that the
notes cannot be demanded.
NOTE 5 SHARE CAPITAL
The authorized share capital is 100,000,000 shares with a par value
of $0.001.
4,000,000 common share have been issued as follows:
<CAPTION
ADDITIONAL
SHARE PAID IN
CONSIDERATION DATE ISSUED CAPITAL CAPITAL TOTAL
- ---------------------------------------------------------------------------
<s>
Private placement
for cash 10 April 2000 3,000,000 $3,000 $ 0 $ 3,000
Private placement
for cash 20 September 2001 1,000,000 1,000 49,000 50,000
--------- ------ ------ -------
Balance as at 30 June 2003 4,000,000 $4,000 $49,000 $53,000
========= ====== ======= =======
Note 6 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On 12 August 2000, Robert Gardner, an officer and director, loaned the
company $75,000, repayable on 12 August 2001 at an interest rate of
15% per annum, at the option of the holder. The terms of the loan
payable provide that if payment is not made within 30 days of the due
date, then liquidation damages equal to 5% of the overdue amount will
be added to the balance owing. The interest to and including 30 September
2002 and the liquidation damages have been waived by Mr. Gardner and
the loan repayment has been extended indefinitely, with a provision
that the note cannot be demanded.
The company is currently using the business offices of Robert Gardner,
an officer and director, at 999 West Hastings Street, Suite 530,
Vancouver, B.C. Canada, on a rent-free basis. There is no written
lease agreement or other material terms or arrangements relating to
the company's agreement with Mr. Gardner to use his office space.
The premises consist of approximately 1000 square feet, including
office space, reception area and meeting facilities.
8
eXmailit.com
A DEVELOPMENT STAGE COMPANY
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED 30 JUNE 2003 AND FROM
INCEPTION, 6 APRIL 2000 TO 30 JUNE 2003
Unaudited - see the Review Engagement Report
- ---------------------------------------------------------------------
Note 6 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)
The officers and directors of the company are involved in other
business activities, and may, in the future become active in
additional other business activities. If a specific business
opportunity becomes available, such persons may face a conflict
in selecting between the company and their own business interests.
The company has not formulated a policy for the resolution of
such a conflict.
Note 7 INCOME TAXES
Income taxes on the loss has not been reflected in these financial
statements as it is not virtually certain that this loss will be
recovered before the expiry period of the loss carry forwards.
Note 8 Loss Per Share
Basic loss per share is computed by dividing losses available to
common stockholders by the weighted average number of common
shares during the period. Diluted loss per share is calculated
on the weighted average number of common shares that would have
resulted if dilutive common stock equivalents had been converted
to common stock. No stock options or similar rights were
available or granted during the period presented. Accordingly,
basic and diluted loss per share are the same.
9
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) The following exhibits marked with an asterisk and required
to be filed herein are incorporated by reference to Registrant's
Form 10SB, filed with the Commission on April 26, 2002, which
can be found on the SEC website at www.sec.gov under SEC File
Number 0-49763:
Exhibit No. Description
- ----------- -----------
* 3(i) Articles of Incorporation
* 3(ii) Bylaws
99 Sec. 906 Officer Certifications
B) There were no reports on Form 8-K filed during the quarter.
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.
eXmailit.com
------------------------
Dated: August 10, 2003 By:/s/ M. Kevin Ryan,
President,CEO, Secretary and Director
Dated: August 10, 2003 By:/s/ Robert Gardner, Treasurer, CFO
and Director
CERTIFICATION of CHIEF EXECUTIVE OFFICER
----------------------------------------
I, M. Kevin Ryan, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of eXmailit.
com.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report.
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of eXmailit.com as of, and for, the periods
presented in this quarterly report.
10
4. eXmailit.com's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for eXmailit.com
and have:
(a) designed such disclosure controls and procedures to
ensure that material information relating to eXmailit.com,
including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during
the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of eXmailit.com's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly report
(the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
5. The other certifying officers and I have disclosed, based on our
most recent evaluation, to our auditors and the audit committee of our
Board of Directors (or persons performing the equivalent functions):
(a) that there were no deficiencies in the design or operation of
internal controls which could adversely affect our ability to
record, process, summarize and report financial data and have
identified for our auditors any material weaknesses in internal
controls; and
(b) there was no fraud, whether or not material, that involves
management or other employees who have a significant role in our
internal controls.
6. The other certifying officers certify that there were no
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
August 10, 2003 /s/ M. Kevin Ryan
------------------------------------------
By: M. Kevin Ryan, Chief Executive Officer
and Chairman of the Board of Directors
11
CERTIFICATION of CHIEF FINANCIAL OFFICER
----------------------------------------
I, Robert Gardner, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of eXmailit.
com.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report.
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of eXmailit.com as of, and for, the periods
presented in this quarterly report.
4. eXmailit.com's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for eXmailit.com
and have:
(a) designed such disclosure controls and procedures to
ensure that material information relating to eXmailit.com,
including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during
the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of eXmailit.com's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly report
(the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
5. The other certifying officers and I have disclosed, based on our
most recent evaluation, to our auditors and the audit committee of our
Board of Directors (or persons performing the equivalent functions):
12
(a) that there are no deficiencies in the design or operation of
internal controls which could adversely affect our ability to
record, process, summarize and report financial data and have
identified for our auditors any material weaknesses in internal
controls; and
(b) there was no fraud, whether or not material, that involves
management or other employees who have a significant role in our
internal controls.
6. The other certifying officers and I have indicated in this quarterly
report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
August 10, 2003 /s/ Robert Gardner
--------------------------------------------
By: Robert Gardner, Chief Financial Officer
and Director
13