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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 September 30, 2006
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 I.R.S.
Industrial Identification No.
Employer Classification
Code Number #
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
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(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
--- ---
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
YES X NO
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, 15(d) of the Exchange Act after the distribution of the
securities under a plan confirmed by a court. YES NO
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock at the latest practicable date. As of November 13, 2006, the
registrant had 31,680,000 shares of common stock, $0.001 par value, issued and
outstanding.
Transitional Small Business Disclosure Format (Check one):
YES NO X
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements - Unaudited 1
Balance Sheets 2
Statements of Operations 3
Statement of Stockholders' Deficit 4
Statements of Cash Flows 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Controls and Procedures 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibit and Reports on Form 8-K 12
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
COMLINK COMMUNICATIONS COMPANY
(A Development Stage Enterprise)
BALANCE SHEETS
September 30, December 31,
2006 2005
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ASSETS
CURRENT ASSETS
Cash $ 938 $ -
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Total current assets $ - $ -
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Total assets $ 938 $ -
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LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Outstanding checks in excess of bank balance $ - $ 66
Shareholder's loan 22,700 500
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Total current liabilities $ 22,700 $ 566
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STOCKHOLDERS' DEFICIT
Common stock, 75,000,000 shares authorized
with $0.001 par value
Issued and outstanding
31,680,000 common shares at September 30, 2006 31,680 31,680
Additional paid-in capital (12,700) (12,700)
Accumulated deficit during development stage (40,742) (19,546)
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Total stockholders' deficit $ (21,762) $ (566)
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Total liabilities and stockholders'
deficit $ 938 $ -
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The accompanying notes are an integral part of these financial statements.
2
COMLINK COMMUNICATIONS COMPANY
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(unaudited)
November 12,
For the three For the three For the nine For the nine 2003
months ended months ended months ended months ended (inception)
September 30, September 30, September 30, September 30, to September
2006 2005 2006 2005 30, 2006
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REVENUES $ - $ 3,850 $ - $ 4,718 $ 4,718
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GENERAL SELLING AND
ADMINISTRATIVE EXPENSES 5,958 2,787 21,196 8,382 45,460
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OPERATING LOSS $ (5,958) $ 1,063 $ (21,196) $ (3,664) $ (40,742)
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NET LOSS $ (5,958) $ 1,063 $ (21,196) $ (3,664) $ (40,742)
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BASIC LOSS PER COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
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WEIGHTED AVERAGE NUMBER OF
COMMON SHARES
OUTSTANDING 31,680,000 31,680,000 31,680,000 31,680,000
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The accompanying notes are an integral part of these financial statements.
3
COMLINK COMMUNICATIONS COMPANY
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM NOVEMBER 12, 2003 (INCEPTION) TO SEPTEMBER 30, 2006
Deficit
Common Stock Accumulated
--------------------- Additional During
Number of Paid In Development
shares Amount Capital Stage Total
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Issuance of common stock
November 12, 2003, date
of inception 22,500,000 $ 22,500 $ (20,000) $ - $ 2,500
Contribution of capital 280 - 280
Net loss, December 31, 2003 (280) (280)
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Balance, December 31, 2003 22,500,000 $ 22,500 $ (19,720) $ (280) $ 2,500
Issuance of common stock 9,180,000 9,180 7,020 - 16,200
March 30, 2004, forward split 15:1
Net loss, December 31, 2004 (13,051) (13,051)
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Balance, December 31, 2004 31,680,000 $ 31,680 $ (12,700) $ (13,331) $ 5,649
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April 8, 2005, forward split 2:1
November 2, 2005, forward split 3:1
Net loss, December 31, 2005 (6,215) (6,215)
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Balance, December 31, 2005 31,680,000 $ 31,680 $ (12,700) $ (19,546) $ (566)
Net loss, September 30, 2006 - - - (21,196) (21,196)
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Balance, September 30, 2006 31,680,000 $ 31,680 $ (12,700) $ (40,742) $ (21,762)
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The accompanying notes are an integral part of these financial statements.
4
COMLINK COMMUNICATIONS COMPANY
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(unaudited)
November 12,
For the nine For the nine 2003
months ended months ended (inception) to
September 30, September 30, September 30,
2006 2005 2006
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CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the period $ (21,196) $ (3,664) $ (40,742)
Adjustment to reconcile net loss
to net cash from operating activities:
Outstanding checks in excess of bank balance - - -
Accounts payable and accrued liabilities - (522) -
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NET CASH USED IN OPERATING ACTIVITIES $ (21,196) $ (4,186) $ (40,742)
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CASH FLOWS FROM INVESTING ACTIVITIES - - -
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NET CASH FLOWS USED IN INVESTING ACTIVITIES - - -
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CASH FLOWS FROM FINANCING ACTIVITIES
Paid-in-capital from officer - - $ 280
Proceeds on sale of common stock - - 18,700
Proceeds from shareholders loan 22,200 500 22,700
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NET CASH PROVIDED BY FINANCING ACTIVITIES $ 22,200 $ 500 $ 41,680
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(DECREASE) INCREASE IN CASH $ 1,004 $ (3,686) $ 938
CASH, BEGINNING OF PERIOD (66) 6,399 -
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CASH, END OF PERIOD $ 938 $ 2,713 $ 938
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Supplemental Information
Interest paid $ - $ - $ -
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Income taxes paid $ - $ - $ -
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The accompanying notes are an integral part of these financial statements.
5
COMLINK COMMUNICATIONS COMPANY
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(unaudited)
Note 1. Nature of Business and Significant Accounting Policies
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Nature of business
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 Enterprise.
A summary of the Company's significant accounting policies is as follows:
Estimates
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
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 September 30, 2006.
Revenue Recognition
The Company is engaged in the sale of two-way radio devices through a website on
the internet. The Company recognizes the revenue at the time of shipping of the
product when responsibility of the product is transferred to the purchaser and
payment has been accepted or assured. The Company does not carry an inventory.
Instead, the product sold is drop shipped directly from the supplier to the
customer. In this capacity, the company is acting as an agent for the supplier
and under EITF 99-19 recognizes transactions on the net basis.
Income taxes
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.
6
COMLINK COMMUNICATIONS COMPANY
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(unaudited)
Recent Accounting Pronouncements
In February 2006, the Financial Accounting Standards Boars ("FASB") issued SFAS
No. 155, "Accounting for Certain Hybrid Financial Instruments--an Amendment of
FASB Statements No. 133 and 140" (SFAS No. 155"). SFAS No. 155 allows financial
instruments that contain and embedded derivative and that otherwise would
require bifurcation to be accounted for as a whole on a fair value basis, at the
holders' election. SFAS No. 140. This statement is effective for all financial
instruments acquired or issued in fiscal years beginning after September 15,
200. We do not expect that the adoption of SFAS No. 155 will have a material
impact on our financial condition or results of operations.
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets--an Amendment of FASB Statement No. 140" ("SFAS No. 156"). SFAS
No. 156 provides guidance on the accounting for servicing assets and liabilities
when an entity undertakes an obligation to service a financial asset by entering
into a servicing contract. This statement is effective for all transactions in
fiscal years beginning after September 15, 2006. We do not expect that the
adoption of SFAS will have a material impact on the financial conditions or
results of operations.
In July 2006, the FASB issued FIN 48, "Accounting for Uncertainty in Income
Taxes - an interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48
clarifies the recognition threshold and measurement of a tax position taken on a
tax return. FIN 48 is effective for fiscal years beginning after December 15,
2006. FIN 48 also requires expanded disclosure with respect to the uncertainty
in income taxes. We are currently evaluating the requirements of FIN 48 and the
impact this interpretation may have on our financial statements.
In September 2006, the SEC Staff issued Staff Accounting Bulletin No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in the Current Year Financial Statements" ("SAB No. 108"). SAB No.
108 requires the use of two alternative approaches in quantitatively evaluating
materiality of misstatements. If the misstatement as quantified under either
approach is material to the current year financial statements, the misstatement
must be corrected. If the effect of correcting the prior year misstatements, if
any, in the current year income statement is material, the prior year financial
statements should be corrected. In the year of adoption (fiscal years ending
after November 15, 2006 or calendar year 2006 for us), the misstatements may be
corrected as an accounting change by adjusting opening retained earnings rather
than being included in the current year income statement. We are currently
evaluating the requirements of SAB No. 108 and the impact it may have on our
consolidated financial statements.
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158"). SFAS
No. 158 requires companies to recognize in their statement of financial position
an asset for a plan's overfunded status or a liability for a plan's underfunded
status and to measure a plan's assets and its obligations that determine its
funded status as of the end of the company's fiscal year. Additionally, SFAS No.
158 requires companies to recognize changes in the funded status of a defined
benefit postretirement plan in the year that the changes occur and those changes
will be reported in comprehensive income. The provision of SFAS No. 158 that
will require us to recognize the funded status of our postretirement plans, and
the disclosure requirements, will be effective for us as of December 31, 2006.
We do not expect that the adoption of SFAS No. 158 will have a material impact
on our consolidated financial statements.
Going Concern
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 or
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.
7
COMLINK COMMUNICATIONS COMPANY
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(unaudited)
Note 2. Stockholders' Equity
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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 22,500,000 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 6,480,000 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 2,700,000 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.
On April 8, 2005, The Company's shareholders approved a forward split of its
common stock of two (2) shares for one (1) share of existing stock for
shareholders of record on April 8, 2005. The number of common stock shares
outstanding increased from 5,280,000 to 10,560,000.
On November 2, 2005, The Company's shareholders approved a forward split of its
common stock of three (3) shares for one (1) share of existing stock for
shareholders of record on November 2, 2005. The number of common stock shares
outstanding increased from 10,560,000 to 31,680,000.
Prior period information has been restated to reflect the stock splits.
Net loss per common share
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 31,680,000 for the period ending September
30, 2006 and 31,680,000 for the period ending September 30, 2005. As of
September 30, 2006 the Company had no dilutive potential common shares. All
share amounts have been restated to reflect the 15:1 forward split on March 30,
2004 and the 2:1 forward split on April 8, 2005 and the 3:1 forward split on
November 2, 2005.
8
COMLINK COMMUNICATIONS COMPANY
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(unaudited)
Note 3. Income Taxes
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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 September 30, 2006 are
as follows:
2006
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Net operating loss carryforward $ 14,260
Valuation allowance (14,260)
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Net deferred tax asset $ 0
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A reconciliation of income taxes computed at the statutory rate to the income
tax amount recorded is as follows:
Since
2006 Inception
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Tax at statutory rate (35%) $ 7,419 $ 14,260
Increase in valuation allowance (7,419) (14,260)
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Net deferred tax asset $ 0 $ 0
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The net federal operating loss carry forward will expire in 2023 through 2025.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
Note 4. Related Party Transactions
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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.
An officer and director of the company loaned $22,700 to the Company. There are
no definite repayment terms or accruing interest on the advance. There are no
definite repayment terms or accruing interest on the advance.
Note 5. Warrants and Options
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There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.
9
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
Introduction
There have been no operating revenues since inception (November 12, 2003.) Since
inception through year end 2005 management had focused efforts on developing a
commercially viable website (www.comlinkcommunications.com) that would enable it
to sell 2-way communications equipment and accessories via the internet,
specifically to industrial clientele, businesses, municipalities and individual
customers.
As of September 30, 2006 the Company had $938 of cash available. To date, the
Company has not been able to generate any revenue from its proposed internet
business platform. On February 28, 2006, due to the lack of success in executing
the Company's business plan the Board of Directors determined that it was no
longer viable to continue operations under the existing business platform.
Therefore, as of February 28, 2006 the Company began the initial process of
eliminating and resolving any and all outstanding issues related to the prior
focus of management and business operations for ComLink Communications Company
and has maintained its focus towards identifying and pursuing options regarding
the development of a new business plan and direction, as well as seeking
opportunities to acquire an entity that has current operations and is generating
positive revenue, profits and cash flow in order to financially accommodate the
costs of being a fully reporting company.
As of the date of this report, the Company has no current business operation. As
such, the Company's current objective is to seek one or more profitable business
combinations or acquisitions to secure profitability for shareholders.
This should not be read or understood that the Company will engage in capital
formation before an acquisition target has been secured and disclosed. A
corporation with no current business is generally unable to sell securities
because it provides investors no basis to invest any funds and the Company's
ability sell securities are substantially restricted by state and federal
regulations. Accordingly, the Company will not seek to raise funds by offering
its securities before disclosure of any arrangement to secure valuable business
assets.
The Company has had substantial operating losses since its inception in November
of 2003 ($40,742) and is currently dependant upon outside financing to continue
operations. Management believes additional financing will not be made available
prior to finding and disclosing an acquisition of, or an arrangement to acquire,
valuable business assets. The Company plans to seek one or more profitable
business combinations or acquisitions. The Company will not engage in capital
10
formation until it acquires or adopts a specific business plan or business
assets and can project the nature of its intended operations.
On June 30, 2006, James Bell, our president, chief financial officer and a
director, resigned from these positions. Mr. Bell's resignation did not result
from any disagreement between him and us. On June 30, 2006, we appointed Daniel
Brailey, current Director of the Company as our president and chief executive
officer.
Plan of Operation - Next Twelve Months
This Company has no immediate or foreseeable need for additional funding, from
sources outside of its officer and directors, during the next twelve months. The
officer and directors, if required plan to advance the expenses of accounting,
legal, and professional requirements, including expenses in connection with this
1934 Act Registration of its common stock for the next twelve months if required
to do so. Specifically, in the event that no combination is made within the next
twelve months, the Company will be forced to affect additional advances from its
officer and directors, for costs involved in maintenance of corporate status
within the state of Nevada and filing of reports with the Security and Exchange
Commission (SEC), as required under the 1934 Act. Should this become necessary,
the maximum amount of such advances is estimated not to exceed $15,000. No
agreement by the officer and directors to make such advances is in place, and no
guarantee can presently be given that additional funds, if needed, will be
available.
For at least the next twelve months the Company anticipates it will continue to
file reports with the SEC, even though it may cease to be required to do so.
Management currently believes it is in the best interest of the Company to
report its affairs quarterly, annually and currently, in order to provide
accessible public information to interested parties, and also specifically to
maintain its qualification for the Over-the Counter-Bulletin-Board (OTCBB)
listing. However, management cannot provide any guarantee or assurance it will
have sufficient funds to maintain the Company's reporting status.
Liquidity and Capital Resources
As of the date of this report, we require additional capital investments or
borrowed funds to meet cash flow projections and carry forward our new business
objectives. There can be no guarantee or assurance that we can raise adequate
capital from outside sources to fund the new proposed business direction.
The failure to secure adequate outside funding would have an adverse affect on
our plan of operation and a direct negative impact on shareholder liquidity,
which would likely result in a complete loss of any funds invested in the common
stock.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, the Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company's financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
11
capital expenditures or capital resources that are material to investors. The
term "off-balance sheet arrangement" generally means any transaction, agreement
or other contractual arrangement to which an entity unconsolidated with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee contract, derivative instrument or variable interest; or (ii) a
retained or contingent interest in assets transferred to such entity or similar
arrangement that serves as credit, liquidity or market risk support for such
assets.
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 are no employees of the Company, excluding the current President and
Director, Daniel Brailey, of the corporation.
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.
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
12
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: November 13, 2006 /s/ Daniel Brailey
---------------------------
Daniel Brailey
Chief Executive Officer and
Chief Financial Officer
13
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