SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For Period ended March 31, 2005
Commission File Number: 333-117114
COMLINK COMMUNICATIONS COMPANY
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(Exact Name of Issuer as Specified in Its Charter)
Nevada 4813 30-0220588
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State of Incorporation Primary Standard Industrial I.R.S. Employer
Classification Code Number Identification No.
4127 S. Lamonte Street
Spokane, Washington 99203
(509) 482-1159
(Address and Telephone Number of Issuer's Principal Executive Offices)
4127 S. Lamonte Street
Spokane, Washington 99203
(509) 482-1159
(Name, Address, and Telephone Number of Agent)
Indicate by check mark 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 such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock at the latest practicable date. As of April 30, 2005, the
registrant had 10,560,000 shares of common stock, $0.0001 par value, issued and
outstanding.
INDEX
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Page
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PART I - FINANCIAL INFORMATION ............................................ 3
Item 1. Financial Statements - Unaudited ................................. 3
Balance Sheet as of March 31, 2005 .............................. 5
Statements of Operations ......................................... 6
Statement of Stockholders' Equity ................................ 7
Statements of Cash Flows ......................................... 8
Notes to Financial Statements .................................... 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations .................... 13
Item 3. Controls and Procedures .......................................... 13
PART II - OTHER INFORMATION ............................................... 14
Item 1. Legal Proceedings ................................................ 14
Item 2. Changes in Securities and Use of Proceeds ........................ 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. Exhibit and Reports on Form 8-K .................................. 14
Signatures ................................................................ 14
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
COMLINK COMMUNICATIONS COMPANY
(A Development Stage Company)
FINANCIAL REPORTS
MARCH 31, 2005
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Independent Accountant's Report
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To the Board of Directors
Comlink Communications, Inc.
Las Vegas, Nevada
I have reviewed the accompanying balance sheet of Comlink Communications, Inc.
as of March 31, 2005 and the related statements of operations, stockholders'
equity, and cash flows for the three-month period then ended and the period from
November 12, 2003 (date of inception) through March 31, 2005. These financial
statements are the responsibility of the Company's management.
I conducted my review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should be
made to the accompanying financial statements for them to be in conformity with
generally accepted accounting principles.
Kyle L. Tingle, CPA, LLC
May 18, 2005
Las Vegas, Nevada
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COMLINK COMMUNICATIONS COMPANY
(A Development Stage Company)
BALANCE SHEETS
March 31, December 31,
2005 2004
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ASSETS
CURRENT ASSETS
Cash $ 3,853 $ 6,399
-------- --------
Total current assets $ 3,853 $ 6,399
-------- --------
Total assets $ 3,853 $ 6,399
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,500 $ 750
-------- --------
Total current liabilities $ 1,500 $ 750
-------- --------
STOCKHOLDERS' EQUITY
Common stock: $.001 par value;
authorized 75,000,000 shares; issued and
outstanding: 5,280,000 shares at
December 31, 2004 and March 31, 2005; 5,280 5,280
Additional paid-in capital 13,700 13,700
Accumulated deficit during development stage (16,627) (13,331)
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Total stockholders' equity $ 2,353 $ 5,649
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Total liabilities and stockholders' equity $ 3,853 $ 6,399
======== ========
The accompanying notes are an integral part of these financial statements.
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COMLINK COMMUNICATIONS COMPANY
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Nov. 12, 2003
Three Months Three Months (inception) to
Ended Ended March 31,
March 31,2005 March 31,2004 2005
------------- ------------- -------------
Revenues $ 0 $ 0 $ 0
Cost of revenue 0 0 0
----------- ----------- -----------
Gross profit $ 0 $ 0 $ 0
General, selling and
administrative expenses 3,296 25 16,627
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Operating loss $ (3,296) $ (25) $ (16,627)
Non-operating income (expense) 0 0 0
----------- ----------- -----------
Net loss $ (3,296) $ (25) $ (16,627)
=========== =========== ===========
Net loss per share, basic
and diluted $ (0.00) $ (0.00) $ (0.00)
=========== =========== ===========
Average number of shares
of common stock outstanding 5,280,000 4,902,984 4,978,366
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
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COMLINK COMMUNICATIONS COMPANY
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Accumulated
(Deficit)
Common Stock Additional During
------------------------ Paid-In Development
Shares Amount Capital Stage Total
---------- ---------- ---------- ---------- ----------
Issuance of common stock
November 12, 2003, date
of inception 3,750,000 $ 2,500 $ 0 $ 0 $ 2,500
Contribution of capital 280 280
Net loss, December 31, 2003 (280) (280)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 2003 3,750,000 $ 2,500 $ 280 $ (280) $ 2,500
Issuance of common stock 1,530,000 1,530 14,670 16,200
March 30, 2004, forward
stock split 15:1 1,250 (1,250)
Net loss, December, 2004 (13,051) (13,051)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 2004 5,280,000 $ 5,280 $ 13,700 $ (13,331) $ 5,649
Net loss, March 31, 2005 (3,296) (3,296)
---------- ---------- ---------- ---------- ----------
Balance, March 31, 2005 5,280,000 $ 5,280 $ 13,700 $ (16,627) $ 2,353
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
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COMLINK COMMUNICATIONS COMPANY
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Nov. 12, 2003
Three Months Three Months (inception) to
Ended Ended March 31,
March 31,2005 March 31,2004 2005
------------- ------------- -------------
Cash Flows From
Operating Activities
Net loss $ (3,296) $ (25) $(16,627)
Increase in accounts payable 750 0 1,500
-------- -------- --------
Net cash used in
operating activities $ (2,546) $ (25) $(15,127)
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Cash Flows From
Investing Activities $ 0 $ 0 $ 0
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Net cash used in
investing activities $ 0 $ 0 $ 0
-------- -------- --------
Cash Flows From
Financing Activities
Paid-in capital from officer $ 0 $ 0 $ 280
Issuance of common stock 0 16,200 18,700
-------- -------- --------
Net cash provided by
financing activities $ 0 $ 16,200 $ 18,980
-------- -------- --------
Net increase in cash $ (2,546) $ 16,175 $ 3,853
Cash, beginning of period 6,399 2,500 0
-------- -------- --------
Cash, end of period $ 3,853 $ 18,675 $ 3,853
======== ======== ========
The accompanying notes are an integral part of these financial statements.
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COMLINK COMMUNICATIONS COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2005
Note 1. Nature of Business and Significant Accounting Policies
Nature of business:
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ComLink Communications Company ("Company") was organized November 12, 2003 under
the laws of the State of Nevada. The Company currently has limited operations
and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"Accounting and Reporting by Development Stage Enterprises," is considered a
development stage company.
The Company is in the business of developing an internet ecommerce website that
will sell two-way radio devices and accessories. The Company will not
manufacture any equipment or accessories, but will resell two-way communication
equipment from various manufactures.
A summary of the Company's significant accounting policies is as follows:
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Estimates
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The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash
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For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of March 31, 2005 and December 31, 2004.
Income taxes
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Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "Accounting for Income Taxes." A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax basis. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effect of
changes in tax laws and rates on the date of enactment.
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COMLINK COMMUNICATIONS COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2005
Note 1. Nature of Business and Significant Accounting Policies (continued)
Recent Accounting Pronouncements
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In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment." SFAS No. 123R replaced SFAS No. 123 and superceded Accounting
Principles Board Opinion No. 25. SFAS No. 123R will require compensation costs
related to share-based payment transactions to be recognized in the financial
statements. The effective date of SFAS No. 123R is the first reporting period
beginning after June 15, 2005. The adoption of SFAS No. 123 (revised 2004)
should not have a significant impact on the Company's financial position or
results of operations until such time the Company has share-based payments. The
Company will adopt the provisions of SFAS No. 123R at that time.
Going Concern
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The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have significant cash of
other material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and raises substantial doubt about its
ability to continue as a going concern. The Company will be dependent upon the
raising of additional capital through placement of our common stock in order to
continue with the business plan. There can be no assurance that the Company will
be successful in raising the capital it requires through the sale of our common
stock in order to continue as a going concern. For the start up operations until
the Company began raising equity, the stockholders, officers, and directors
advanced the operating costs of the company.
Note 2. Stockholders' Equity
Common stock
- ------------
The authorized common stock of the Company consists of 75,000,000 shares with
par value of $0.001. On November 12, 2003, the Company authorized and issued
3,750,000 shares of $0.001 par value common stock at par in consideration of
$2,500 in cash to the officers of the Company.
From February 3 through February 23, 2004, the Company sold 1,080,000 shares of
stock to individuals and companies at $0.00667 per share, raising $7,200. From
March 1, 2004 through March 8, 2004, the Company sold 450,000 shares of stock
for foreign investors for $0.02 per share raising $9,000.
On March 30, 2004, The Company's shareholders approved a forward split of its
common stock of fifteen (15) shares for one (1) share of existing stock for
shareholders of record on March 30, 2004. The number of common stock shares
outstanding increased from 352,000 to 5,280,000. Prior period information has
been restated to reflect the stock split.
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COMLINK COMMUNICATIONS COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2005
Note 2. Stockholders' Equity (continued)
Net loss per common share
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Net loss per share is calculated in accordance with SFAS No. 128, "Earnings Per
Share." The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Dilutive potential common shares are additional
common shares assumed to be exercised.
Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 5,280,000 and 4,902,984, and 4,978,366 for
the periods ending March 31, 2005 and 2004, and from November 12, 2003 (date of
inception) through March 31, 2005, respectively. As of March 31, 2005 and 2004
the Company had no dilutive potential common shares.
Note 3. Income Taxes
We did not provide any current or deferred U.S. federal income tax provision or
benefit for any of the periods presented because we have experienced operating
losses since inception. We provided a full valuation allowance on the net
deferred tax asset, consisting of net operating loss carryforwards, because
management has determined that it is more likely than not that we will not earn
income sufficient to realize the deferred tax assets during the carryforward
period.
The components of the Company's deferred tax asset as of December 31, 2004 and
2003 is as follows:
2004 2003
------------- -------------
Net operating loss carryforward $ 4,666 $ 98
Valuation allowance (4,666) (98)
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Net deferred tax asset $ 0 $ 0
============= =============
A reconciliation of income taxes computed at the statutory rate to the income
tax amount recorded is as follows:
2004 2003 Since Inception
------------- ------------- ---------------
Tax at statutory rate (35%) $ 4,568 $ 98 $ 4,666
Increase in valuation allowance (4,568) (98) (4,666)
-------------- -------------- --------------
Net deferred tax asset $ 0 $ 0 $ 0
============= ============= =============
The net federal operating loss carry forward will expire in 2023 through 2024.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
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COMLINK COMMUNICATIONS COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2005
Note 4. Related Party Transactions
The Company neither owns nor leases any real or personal property. The officers
of the corporation provide office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been reflected
therein. The officer and director for the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interest. The Company has not formulated a policy for the resolution of
such conflicts. The loss of the services of its officer or director may have a
negative impact on the further development of the business.
Note 5. Warrants and Options
There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.
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THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES SUCH AS THE DEPENDENCE OF THE COMPANY ON AND THE ADEQUACY OF CASH
FLOWS. THESE FORWARD-LOOKING STATEMENTS AND OTHER STATEMENTS MADE ELSEWHERE IN
THIS REPORT ARE MADE IN RELIANCE ON THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995.
Item 2. Plan of Operations
There have been no operating revenues since inception. ComLink Communications
Company is a development stage company that plans to sell 2-way communications
equipment and accessories. The company plans to develop and market an e-commerce
enabled website which will attract prospective industrial clientele, businesses,
municipalities and individual customers through its web site at
www.comlinkcommunications.com. ComLink is currently in the process of developing
an Internet website with full electronic commerce capabilities, which will be
used to offer our products for sale to the consumer
(www.comlinkcommunications.com). ComLink plans to have the website operational
by the beginning of the third quarter of 2005. However, management cannot
guarantee or provide assure that the site will be operational at this time.
Cash Requirements and Need for Additional Funds
As of March 31, 2005, the current cash on hand was $3,853. These funds will be
directed towards maintaining the requirements of a reporting company under the
1934 Act, which will generally include accounting, legal and EDGAR filing fees.
Management believes the current funds available to the Company will not be
sufficient for the continued ongoing operational costs of the Company beyond the
next ninety to one hundred and twenty days. Therefore, it will be necessary to
find additional funds either through loans from the officer and/or directors, or
through private funding from the sale of the Company's common stock. Currently,
no steps have been taken for the furtherance of an offering of the Company's
common stock. If the Company is unsuccessful in beginning operations and
generating revenue or in the alternative is unsuccessful in obtaining additional
funding, it will most likely be unable to continue as a going concern, which
would result in the complete loss of any investment made into the Company.
Product Research and Development
The Company does not anticipate any costs or expenses to be incurred for product
research and development within the next twelve months.
There were none and there is no anticipated purchase or sale of plant or
significant equipment in the next twelve months.
There are no employees of the Company, excluding the current President, James
Bell, and Director, Daniel Brailey, of the corporation and no changes are
anticipated in the next twelve months.
Item 3. Controls and Procedures
Regulations under the Securities Exchange Act of 1934 require public companies
to maintain "disclosure controls and procedures," which are defined to mean a
company's controls and other procedures that are designed to ensure that
information required to be disclosed in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Commission's rules and forms.
The Company's Chief Executive Officer, based on his evaluation of the Company's
disclosure controls and procedures within 90 days before the filing date of this
report, concluded that the Company's disclosure and procedures were effective
for this purpose.
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Changes In Internal Controls.
There were no significant changes in the Company's internal controls or, to the
Company's knowledge, in other factors that could significantly affect these
controls subsequent to the date of their evaluation.
PART II - OTHER INFORMATION
Item 1. Not applicable.
Item 2. Not applicable.
Item 3. Not applicable.
Item 4. Not applicable.
Item 5. Not applicable.
Item 6. Not applicable.
Exhibit Number Description
31.1 Section 302 Certification of Chief Executive Officer and
Chief Financial Officer
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
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.
ComLink Communications Company.
Dated: May 23, 2005 /s/ James Bell
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James Bell
Chief Executive Officer and
Chief Financial Officer
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