U.S. Securities and Exchange Commission
Washington, DC 20549
FORM 10 K SB/A
[ X ] ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2000
Commission File No. 0-30915
DIGICOMM SERVICES, INC.
(FORMERLY NEMO ENTERPRISES, INC.)
COLORADO 98-0219157
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
3215 MATHERS AVENUE, WEST VANCOUVER, BC, CANADA V7V 2K6
(Address of principal executive office)
(Zip code)
Issuer's telephone number: (604) 913-8355
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act: COMMON
STOCK
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 registration was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No____
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10K SB or any amendment to this Form 10K SB. [ X ]
State issuer's revenues for its most current fiscal year. $-0-
State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specific
date within the past 60 days. As of SEPTEMBER 30, 2000: $0.02
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after
distribution of securities under a plan confirmed by a court.
Yes______ No______ Not applicable.
The number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. 1,350,000 SHARES
COMMON STOCK
This Form 10K SB consists of 19 pages.
TABLE OF CONTENTS
FORM 10K SB ANNUAL REPORT
NEMO ENTERPRISES, INC.
Page
PART I
Item 1 Description of Business ...............................1
Item 2 Description of Property...........................5
Item 3 Legal Proceedings.................................6
Item 4 Submission of Matters to a Vote of
Security Shareholders.............................6
PART II
Item 5 Market for the Registrant's Common
Equity and related Stockholder Matter.............6
Item 6 Management's Discussion and Analysis of
Financial Condition and Results of Operations..........6
Item 7 Financial Statements..............................7
Item 8 Changes in and Disagreements on Accounting
and Financial Disclosure..............................16
PART III
Item 9 Directors, Executive Officers, Promoters and Control
persons, Compliance with Section 16(a) of the Exchange
Act..............................................16
Item 10 Executive Compensation...........................16
Item 11 Security Ownership of Certain Beneficial Owners
and Management...................................17
Item 12 Certain Relationships and Related Transactions...17
Item 13 Exhibits and Reports on Form 8-K.................17
Signatures..................................................... 17
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
General Description of Registrant
Digicomm Services, Inc. (formerly Nemo Enterprises, Inc.) was
incorporated under the laws of the State of Colorado on March 13, 1999
and is in the early developmental and promotional stages. To date our
only activities have been organizational ones, directed at developing its
business plan and raising its initial capital. The Company has not
commenced any commercial operations. The Company has no full-time
employees and owns no real estate.
Narrative Description of Business
The Company's business plan is to seek, investigate, and, if warranted,
acquire one or more properties or businesses, and to pursue other
related activities intended to enhance shareholder value. The
acquisition of a business opportunity may be made by purchase, merger,
exchange of stock, or otherwise, and may encompass assets or a business
entity, such as a corporation, joint venture, or partnership. The
Company has very limited capital, and it is unlikely that the Company
will be able to take advantage of more than one such business
opportunity.
The Company received a Letter of Intent from Digicomm. Inc. a Washington
corporation in early October, 2000 indicating their intention of merging
the two Companies. The shareholders of Nemo Enterprises Inc. agreed
unanimously to change the name of the Company to Digicomm Services, Inc.
The merger never materialized and the Letter of Intent expired.
The Company intends to continue to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings. At the
present time the Company has not identified any business opportunity that
it plans to pursue, nor has the Company reached any agreement or
definitive understanding with any person concerning an acquisition.
Digicomm Services, Inc. anticipates that the business opportunities
presented to it will:
(i) be recently organized with no operating history or a history of
losses attributable to under-capitalization or other factors;
(ii) be experiencing financial or operating difficulties;
(iii} be in need of funds to develop a new product or service or to
expand into a new market;
(iv) be relying upon an untested product or marketing concept; or
(v) have a combination of the characteristics mentioned in
(i)through(iv).
The Company intends to concentrate its acquisition efforts on properties
or businesses that it believes to be undervalued. Given the above
factors, investors should expect that any acquisition candidate may have
a history of losses or low profitability. The Company does not propose
to restrict its search for investment opportunities to any particular
geographical area or industry and may, therefore, engage in essentially
any business, to the extent of its limited resources. This includes
industries such as service, finance, natural resources, manufacturing,
high technology, product development, medical, communications and
others. Our discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.
As a consequence of this registration of its securities, any entity,
which has an interest in being acquired by, or merging into Digicomm
Services, Inc., is expected to be an entity that desires to become a
public company and establish a public trading market for its securities.
In connection with such a merger or acquisition, it is highly likely that
an amount of stock constituting control of the Company would be issued or
purchased from the current principal shareholders by the acquiring entity
or its affiliates. If stock is purchased from the current shareholders,
the transaction is very likely to result in substantial gains to them
relative to their purchase price for such stock. In the Company's
judgment, none of its officers and directors would thereby become an
"underwriter" within the meaning of the Section 2(11) of the Securities
Act of 1933.
Investigation and Selection of Business Opportunities
To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the
other company's management and personnel, the anticipated acceptability
of new products or marketing concepts, the merit of technological
changes, the perceived benefit we will derive from becoming a publicly
held entity. There are numerous other factors which are difficult, if not
impossible, to analyze through the application of any objective criteria.
In many instances, it is anticipated that the historical operations of a
specific business opportunity may not necessarily be indicative of the
potential for the future. This is due to the possible need to shift
marketing approaches substantially, expand significantly, change product
emphasis, change or substantially augment management, or make other
changes. The Company will be dependent upon the owners of a business
opportunity to identify any such problems that may exist and to
implement, or be primarily responsible for the implementation of required
changes.
Digicomm Services, Inc. may participate in a business opportunity with a
newly organized firm or with a firm that is entering a new phase of
growth. We should emphasize that we will incur further risks, because
management in many instances will not have proved its abilities or
effectiveness. The eventual market for such company's products or
services will likely not be established, and such company may not be
profitable when acquired.
It is anticipated that the Company will not be able to diversify, but
will essentially be limited to one such venture because of our limited
financing. This lack of diversification will not permit us to offset
potential losses from one business opportunity against profits from
another, and should be considered an adverse factor affecting any
decision to purchase our securities. It is emphasized that management of
Digicom Services, Inc. may effect transactions having a potentially
adverse impact upon its shareholders pursuant to the authority and
discretion of management to complete acquisitions without submitting any
proposal to the stockholders for their consideration.
Holders of the Company's securities should not anticipate that we will
necessarily furnish such holders, prior to any merger or acquisition,
with financial statements or any other documentation, concerning a target
company or its business. In some instances, however, the proposed
participation in a business opportunity may be submitted to the
stockholders for their consideration, either voluntarily by such
directors to seek the stockholders' advice and consent or because state
law so requires.
Digicomm Services, Inc. anticipates that it will consider, among other
things, the following factors:
1. Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;
2. Our perception of how any particular business opportunity will
be received by the investment community and by our
stockholders;
3. Whether, following the business combination, the financial
condition of the business opportunity would be or would have a
significant prospect in the foreseeable future of becoming
sufficient to enable the securities of Digicomm Services, Inc.
to qualify for listing on an exchange or on a national
automated securities quotation system, such as NASDAQ, so as
to permit the trading of such securities to be exempt from the
requirements of Rule l5c2-6 recently adopted by the Securities
and Exchange Commission. See "Risk Factors - Regulation of
Penny Stocks";
4. Capital requirements and anticipated availability of required
funds to be provided by Digicomm Services, Inc. or from
operations, through the sale of additional securities, through
joint ventures or similar arrangements, or from other sources;
5 The extent to which the business opportunity can be
advanced;
6. Competitive position as compared to other companies of similar
size and experience within the industry segment as well as
within the industry as a whole;
7. Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;
8. The cost of participation by the Company as compared to the
perceived tangible and intangible values and potential; and
9. The accessibility of required management expertise, personnel,
raw materials, services, professional assistance, and other
required items.
ITEM 2 DESCRIPTION OF PROPERTY
An officer of the Registrant provides office facilities at 3215 Mathers
Avenue, West Vancouver, British Columbia. There is no charge for the
use of these facilities. The Company maintains no other office and owns
no real estate.
Item3 Legal Proceedings
There are no legal proceedings in which the Company is involved.
Item4 Submissions of Matters to a Vote of Security Holders
There have been no matters submitted to a vote of the security holders
during the fourth quarter of the fiscal year ended September 30, 2001.
PART II
Item5 Market for Common Equity and Related Stockholder Matters
There is no public trading market for the Company's securities.
Item 6 Management Discussion and Analysis or Plan of Operation
Liquidity and Capital Resources. The Company is a development stage
company and has not had any revenues to date. The Company had no
revenues during the year ended September 30, 2001. The ability of the
Registrant to achieve its operational goals will depend upon its ability
implement its business plan. Additional capital is needed to continue
or expand its operations, but there is no assurance that such capital in
equity or debt form will be available.
Results of Operations. The Company is a development stage company that
generated no revenue during the past year. The Company accumulated a
deficit of approximately $ 4,700 for the fiscal year ending September 30,
2001.
Item 7 Financial Statements
Audited financial statements for the year ended September 30, 2001 and
for the period March 13, 1999 (Inception) through September 30, 2000
follow.
NEMO ENTERPRISES, INC.
(A Development Stage Enterprise)
AUDIT REPORT
SEPTEMBER 30, 2000
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 South Bellaire, Suite 500
Denver, Colorado 80222
DIGICOMM SERVICES, INC.
(FORMERLY NEMO ENTERPRISES, INC
(A Development Stage Enterprise)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public Accountant.............9
Balance Sheets, September 30, 2001 and 2000..........10
Statement of Operations, the year ended September 30, 2001
and for the period March 13, 1999
(Inception) through September 30, 2000..............11
Statement of Stockholders' Equity (Deficit) for the period
March 13, 1999 (Inception) through September 30, 2000......12
Statement of Cash Flows for the year ended September 30, 2001
And for the period from March 13, 1999
(Inception) through September 30, 2000..............13
Notes to Financial Statements................14 &15
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 South Bellaire, Suite 500
Denver, Colorado 80210
(303) 782-0878
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Digicomm Services, Inc.
3215 Mathers Avenue
West Vancouver, BC V7V 2K6
Canada
I have audited the accompanying Balance Sheet of Digicomm Services, Inc.
(A Development Stage Enterprise) as of September 30, 2001 and the
Statements of Operations, Stockholders' Equity, and Cash Flows for the
year ended September 30, 2001 and for the period March 13, 1999
(Inception) through September 30, 2000. These financial statements are
the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audits.
My examination was made in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audits to
obtain reasonable assurance as to whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that our audit
provides a reasonable basis for our opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Digicomm Services,
Inc. (a development stage enterprise) as of September 30, 2001, and the
results of its operations and changes in its cash flows for the year
ended September 30, 2001 and for the period from March 13, 1999
(Inception) through September 30, 2000, in conformity with generally
accepted accounting principles.
Janet Loss, C.P.A., P.C.
February 16, 2002
DIGICOMM SERVICES, INC.
(FORMERLY NEMO ENTERPRISES, Inc.)
(A Development Stage Enterprise)
BALANCE SHEETS
As at September 30, 2001 AND 2000
ASSETS
2001 2000
CURRENT ASSETS:
Cash 0 786
TOTAL ASSETS 0 786
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: 0 0
STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value;
100,000,000 shares Authorized, and
1,350,000 shares Issued and outstanding 1350 1350
Preferred Stock 10,000,000
shares authorized, none issued
and outstanding 0 0
Additional Paid-In Capital 3350 3,350
Deficit accumulated during the
development stage (4,700) (3,914)
TOTAL STOCKHOLDERS' EQUITY 0 786
TOTAL LIABILITY AND STOCKHOLDERS' EQUITY $ 786 $ 786
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL
STATEMENTS.
DIGICOMM SERVICES, INC.
(FORMERLY NEMO ENTERPRISES, INC.)
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2001
AND FOR THE PERIOD MARCH 13, 1999 (INCEPTION)
THROUGH SEPTEMBER 30, 2000
2001 2000
REVENUES: 0 0
OPERATING EXPENSES:
Audit Fees 500 500
Fees 0 165
Taxes and Licenses 0 320
Office Expenses and Filing Fees 286 929
Consulting Fees 0 2,000
TOTAL OPERATING EXPENSES 786 3,914
NET (LOSS)FOR THE PERIOD $ ( 786) $ ( 3,914)
NET (LOSS)PER SHARE $ (0.00) $ (0.003)
WEIGHTED AVERAGE NUMBER common
SHARES OUTSTANDING 1,350,000 1,350,000
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL
STATEMENTS.
NEMO ENTERPRISES, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Period from March l3, 1999 (Inception)
Through September 30, 2000
Deficit
Accumulated
Number Number Common Preferred Additional During the Total
of Shares of Shares Stock Stock Paid-in Development Stockholders'
Common Preferred Amount Amount Capital Stage Equity
Common Stock
Issued March, 1999
For Services 500000 0 500 0 1,500 0 2,000
Common Stock
Issued March, 1999
For Cash 350000 0 350 0 350 0 700
Common Stock
Issued May, 2000
For Cash 500000 0 500 0 1,500 0 2,000
Net (Loss) for
The Period 0 0 0 0 0 (3,914) (3,914)
Balances
Sept. 30, 2000 1350000 0 1,350 0 3,350 (3,914) 786
Net Loss for the
Year ended
September 30, 2001 0 0 0 0 0 (786) (786)
Balances
September 30, 2001 1350000 0 0 0 3,350 (4,700) 0
THE ACCOMPANYING NOTES ARE AN INTEGRAL ART OF THESE FINANCIAL STATEMENTS
DIGICOMM SERVICES, Inc.
(FORMERLY NEMO ENTERPRISES, INC.)
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED SEPTEMBER 30, 2001
AND FOR THE PERIOD MARCH 13, 1999 (INCEPTION)
THROUGH SEPTEMBER 30, 2000
2001 2000
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
NET LOSS FOR THE PERIOD $(786) $(3,914)
CASH FLOWS FROM FINANCING ACTIVITIES:
ISSUANCE OF COMMON STOCK 0 4,700
CASH FLOWS FROM INVESTING ACTIVITIES: 0 0
NET INCREASE IN CASH FOR THE PERIOD: (786) 786
CASH, BEGINNING OF THE PERIOD 786 0
CASH, END OF THE PERIOD 0 786
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
DIGICOMM SERVICES, INC.
(FORMERLY NEMO ENTERPRISES, INC.)
(a Development Stage Enterprise
NOTES TO FINANCIAL STATEMENTS
September 30, 2001
NOTE I - ORGANIZATION AND HISTORY
The Company (formerly named Nemo Enterprises, Inc.) is a Colorado
Corporation and the Company has been in the development stage since its
formation on March 13, 1999.
The Company's only activities have been organizational, directed at
raising its initial capital and developing its business plan.
On March 13, 1999, Nemo Enterprises, Inc. issued 500,000 shares of common
stock to its sole officer and director as founders' shares in return for
the time, effort and expenses to organize and form the corporation. On
March 18, 1999 the Company issued 350,000 shares of common stock from
seven individuals for cash.
On May 18, 2000 the Company issued 500,000 shares of common stock to
Sandringham Investments, Limited in return for $2,000 in cash.
NOTE II - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DEVELOPMENT STAGE ACTIVITIES
The Company has been in the development stage since inception.
ACCOUNTING METHOD
The Company records income and expenses on the accrual method.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand, cash on deposit, and
highly liquid investments with maturities generally of three months or
less. At September 30, 2001, there was $0 in cash equivalents.
YEAR END
The Company has elected to have a fiscal year ended September 30.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities at
the date of financial statements, as well as revenues and expenses
reported for the periods presented. The Company regularly assesses these
estimates and, while actual results may differ management believes that
the estimates are reasonable.
NOTE III - RELATED PARTY TRANSACTIONS
Inge Kerster, the Company's sole officer and director is the majority
owner of Sandringham Investments Limited and as such may be considered to
own 500,000 shares of common stock beneficially and 500,000 shares of
common stock directly.
ITEM 8 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES
There have been no changes or disagreements with the Company's
independent outside auditor.
Part III
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Directors and Executive Officers of the registrant are as
follows:
Name Age Position Period of Service
Inge L. E. Kerster 55 President Sole officer
and director since
March 13, 1999
(Inception)
The Directors of the Company hold office until the next annual
meeting of he shareholders and until their successors have been
elected and have qualified. There is no family relationship
between and executive officer and director of the Company.
Business Experience.
Inge L.E. Kerster who is Digicomm Services, Inc.'s President, has
served as the sole officer and director of the Company since
March, 1999.
Ms. Kerster is currently President and majority shareholder of
Sandringham Investments, Limited, a British Columbia corporation
engaged in providing consulting services relating to mergers and
acquisitions and assisting Canadian companies seeking publicly
trading status in the United States.
ITEM 10 EXECUTIVE COMPENSATION
During the year ended September 30, 2000, the officers of the
Company received no salary or benefits. At the present time none
of the officers or directors receives any salaried compensation
for their services. The Company has no formal policy or plan
regarding payment of salaries, but should it pay them, it would
be in conformance with general business considerations as to the
payment of same, such as the desire to compensate officers and
employees for time spent on behalf of the Company.
No retirement, pension, profit sharing, stock option or insurance
programs or similar programs have been adopted by the Registrant
for the benefit of its employees.
No executive officer or director of the Company holds any option
to purchase any of the Company's securities.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information, as of September 30,
2000 of persons known to the Company as being the beneficial
owner of over 5% of the Company's Common Stock.
Title Name and Address of Amount and Nature Percent of
Owner of Ownership Ownership
Common Inge L. E. Kerster* 500,000 37.04
3215 Mathers Avenue
West Vancouver, BC V7V 2K6
Common Sandringham Investments
Limited* 500,000 37.04
3215 Mathers Avenue
West Vancouver, BC V7V 2K6
* Inge Kerster, the Company's sole officer and director is the
majority owner of Sandringham Investments Limited and as such may
be considered to own 500,000 shares of common stock beneficially
and 500,000 shares of common stock directly.
Item 12 Certain Relationships and Related Transactions
None
Item 13 Exhibits and Reports for Form 8-K
There are no Exhibits or Reports on Form 8-K
SIGNATURES
In Accordance with Section 13 or 15(d) of the Securities Exchange
Act, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
NEMO ENTERPRISES, INC.
By: /S/ Inge L. E. Kerster
Date: February 22, 2002 Inge L. E. Kerster,
Director and President