SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the quarter ended June 30, 2004 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) Commission file #: 333-75272 COMMERCIAL EVALUATIONS, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 88-04777246 ------------------------------ ---------------------------------- (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 2610 South Jones, Suite No. 3, Las Vegas, NV 89146 -------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number: (702) 866-6029 Securities registered pursuant to Section 12(b) of the Act: Common Stock $0.01 Par Value NONE -------------- --------------------- (Title of Class) (Name of Each Exchange on Which Registered) Securities registered pursuant to Section 12(g) of the Act: Common Stock $0.001 Par Value NONE -------------- --------------------- (Title of Class) (Name of Each Exchange on Which Registered) 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. (1) Yes X No (2) Yes X No ----- ----- ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-QSB or any amendment to this Form 10-QSB. At June 30, 2004 there were 500,000 shares of common stock outstanding. The aggregate market value of the common stock held by non-affiliates of the registrant (i.e., excluding shares held by executive officers, directors and control persons as defined in rule 405). Documents incorporated by reference: None. PART I Item 1. Business Our primary business is to arrange mortgage loans for consumers for the purchase of residential real estate. The predecessor company to Commercial Evaluations, Inc. (CEI) was organized as a Nevada corporation as ZXS, Inc. on June 7, 1994. The name was changed on February 29, 2000. We operate as a "net branch office" of a mortgage bank operating under a Nevada exemption, Nevada Revised Statutes (NRS) 645E.15(6)(a). A net branch office does not possess its own mortgage license. Under an exclusive net branch agreement with SkoFed Mortgage Funding Corporation, we pay a fee on each loan closed. SkoFed is licensed with the State of Nevada as a primary mortgage company. As a net branch office, we operate under the supervision of SkoFed and is shielded from liabilities associated with being a primary mortgage company, such as the liabilities associated with the approval or disapproval of loans, state and federal audits and the potential for having to repurchase loans (all of which are the responsibility of SkoFed). We may broker any mortgage loans to any lending source in which a brokerage fee would be collected. We cannot enter into any other contracts with wholesale lenders, cannot fund loans from any other source than SkoFed and cannot solicit funds from private investors directly. These activities are reserved for licensed mortgage companies. We are responsible for payment of all costs attributed to the operation and receives a net check at the close of each transaction. We receive requests for services from realtors in the Las Vegas area. We write up applications for potential home buyers (loan origination). We work with SkoFed and offer them the first right of refusal for funding the loan either as a loan originator or as finder of a loan originator. If SkoFed declines for any reason, we approach wholesale lenders from a list of approximately 50 approved by SkoFed. In either event, SkoFed does not participate in any commissions. If they are the primary lender, they will receive the fees according to the schedule described in this document under Average Loan Fees. If they refuse the loan, and the loan is funded through one of SkoFed's approved wholesale mortgage lenders, they will receive a flat processing fee of $395-$650, depending on the loan. To date, SkoFed has been a loan originator on approximately 30% of all of our loans with the other 70% brokered through its list of approximately 50 wholesale mortgage lenders. Once a loan originator is engaged, we commence on the loan closing procedures which involve drawing up documents, arranging for an escrow company and working with the escrow company to fund and record the loan for the buyer. However, there are no forward commitment guarantees for any residential mortgage banking services or any other of our services. Should SkoFed or any of its wholesalers decline to fund a loan, we would lose the business. Should SkoFed suffer a material adverse event, we would have to continue with one of its 50 wholesalers or find a substitute loan originator. We derive 100% of our income from the relationship with SkoFed. At present we have no standby affiliations. However, we believe that a replacement loan originator could be negotiated with in less than 10 business days with minimal disruption of our services. To date, our mortgage loan applicants have been obtained by (1) the actions of our loan officers and originators, (2) personal contacts through our officers (3) referrals from previous borrowers. We will also market its loan and services by means of direct mail and newspaper advertising. We plan to continue to provide residential loan services to Southern Nevada. According to "Las Vegas Perspective 2003" published by Metropolitan Research Association (MRA), in 2002 there were 573,682 households in our service area. Existing home resales totaled 38,621 with an average sales price of $182,832. There were 22,502 new homes constructed in 2002. New home construction and existing home resales are estimated by management to have increased 10% on an annualized basis in 2002. Statistics are not yet available for 2003. Employees The Company is run by two directors and three officers. The are assisted by one full-tiime secretary and one full-time loan coordinator. At the end of the first half of 2004, there were 17 loan brokers. Competition Competition: We are in direct competition with numerous local business entities that provide mortgage banking and brokering services. According to the Nevada Department of Business and Industry/Financial Institution Division, 239 lending institutions are able to compete with our residential loan services. This figure includes all banks, credit unions and mortgage bankers in all of Nevada. The vast majority of mortgage loans are processed by institutions in the immediate area of the home sale. However, it is management's opinion that there are less than 30 consistent competitors for mortgage lending in Southern Nevada. We face intense competition from the mortgage banking operations of savings & loan and thrift institutions that possess substantially greater financial resources than our company. The competition also has an established share of mortgage banking market, which we believe is increasing. Further, both savings & loan and thrifts have ready access to substantial savings pools available for lending large, multi-store branch systems. Both possess the ability to research and develop new loan products to market through their branch systems. However, we believe that an unusual mixture of competition and cooperation characterizes the financial services industry. Because of the many types of loan products available in today's marketplace, no individual lending institution specializes in one or, at most, a few loan products. We work directly with SkoFed approved mortgage bankers, mortgage brokers, and other mortgage originators, making our residential loan services available to their respective sales forces. By taking this overall approach, we believe that we have the ability to lend a broader geographical market area without incurring the expense of numerous branch office facilities, the clerical help in these locations or the direct sales personnel needed to reach a wide segment of the population. Item 3. Legal Proceedings None. Item 4. Submission of Matters to a Vote of Security Holders The annual meeting was held on June 18, 2004. New directors were elected. PART II Item 5. Market for Registrant's Common Equity & Related Stockholder Matters (a) Market Information (1) (i) None (ii) Not applicable (iii)Not applicable (iv) Not applicable (v) Not applicable (2) (a) Not applicable (b) Holders (1) Title of Class Number of Record Holders Common Stock, 2 $0.01 Par Value (2) Not applicable (c) Dividends (1) There have never been any dividends declared by the Registrant. (2) Registrant's losses do not currently indicate the ability to pay cash dividends. Item 6. Selected Financial Data Three Months Ended June 30, 2004 2003 ---- ---- Selected Income Statement Data: Revenues $284,931 $314,763 Net income (loss) ($ 29,874) $ 11,969 Net income (loss) per share ($ 0.06) $ 0.02 Weighted shares outstanding 500,000 500,000 Six Months Ended June 30, 2004 2003 ---- ---- Selected Income Statement Data: Revenues $584,603 $602,758 Net income (loss) ($ 49,495) $ 31,784 Net income (loss) per share ($ 0.10) $ 0.06 Weighted shares outstanding 500,000 500,000 Selected Balance Sheet Data: Total current assets $ 10,875 Long-term liabilities $ 0 Total current liabilities $ 24,430 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements This quarterly report contains forward-looking statements about our business, financial condition and prospects that reflect our assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements. The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, our ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry. There may be other risks and circumstances that we are unable to predict. When used in this quarterly report, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions. General The predecessor company to Commercial Evaluations, Inc., (CEI) was organized as a Nevada corporation as ZXS, Inc. on June 7, 1994. The name was changed on February 29, 2000. We operate as a net branch of a mortgage bank operating under a Nevada exemption, NRS 645E.15(6)(a). Under the net branch agreement with SkoFed Mortgage Funding Corporation, we pay rent or a fee on each loan closed. We are responsible for payment of all costs attributed to the operation and receive a net check at the close of each transaction. Our primary function will be to arrange mortgage loans for consumers for the purchase of residential real estate in the short-term (currently and for the next 12 months). In the long-term, however, wholesale mortgage-banking services, construction lending brokering services and commercial loan brokering services will also be offered. Second Quarter of 2004 Compared With Second Quarter of 2003 We generated $284,931 in revenues for the three-month period ended June 30, 2004 compared with $314,763 in the prior year's second quarter. This is roughly $30,000 lower than one of the best quarters on our record since June 2000. The slight decline reflects the general industry trend of a slight slowdown in new and resale home moretgage demand to recent increases in lending rates. General and administatve expenses for the second three months ended June 30, 2004 were $92,982 compared with $62,049 in the second quarter of the prior year and were entirely related to general and administrative expenses and depreciation and amortization expense as we adjusted personnel to react to slightly lower activity. Cost of services were $221,889 for the second three months of 2004 and reflected reduced costs for supporting loan brokers compared with the $240,897 in the similar 2003 period. These expenses were primarily incurred from the cost of operating our office and salaries for employees. The net loss for the current quarter was $29,940, or a net loss of six cents per share compared with net income of $11,969, or net income per share of two cents, in the prior year's second quarter. There were 500,000 shares outstanding in both periods. The loss in the current quarter primarily reflects reduced activity from our brokers. The $10,000 balance on a loan to President Robert Barcelon was paid off in the second quarter of 2004. First Six Months of 2004 Compared With First Six Months of 2003 We generated $584,603 in revenues for the six months period ended June 30, 2004 compared with $602,758 in the prior year's first half. The slight decline reflects the general industry trend of a slight slowdown in new and resale home moretgage demand to recent increases in lending rates. General and administatve expenses for the six months ended June 30, 2004 were $190,723 compared with $119,583 in the first six months of the prior year and were entirely related to general and administrative expenses and depreciation and amortization expense as we adjusted personnel to react to slightly lower activity. Cost of services were $443,375 for the first six months of 2004 and reflected slightly reduced costs for supporting loan brokers compared with the $451,391 in the similar 2003 period. These expenses were primarily incurred from the cost of operating our office and salaries for employees. The net loss for the current first half was $49,105, or a net loss of ten cents per share compared with net income of $30,937, or net income per share of six cents, in the prior year's first six months. There were 500,000 shares outstanding in both periods. The loss in the first half primarily reflects reduced activity from our brokers. We will reduce the number of brokers to the most productive in the second half of the year and expect improvement in earnings and earnings per share. Item 8. Financial Statements Financial statements are filed with this report as pages F-1 through F-4. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. There were no changes or disagreements with accountants on accounting and financial disclosures. PART III Item 10. Directors and Executive Officers The following sets forth the name, age and position held of each director and officer of Commercial Evaluations, Inc.: Pursuant to the Bylaws, each director shall serve until the annual meeting of the shareholders, or until his or her successor is elected and qualified. The Company's basic philosophy mandates the inclusion of directors who will be representative of management, employees and the minority shareholders of the Company. Directors may only be removed for "cause". The term of office of each officer of the Company is at the pleasure of the Company's board. Directors are elected for one-year terms in June of each year. CHAIRMAN OF THE BOARD, DIRECTOR, CHIEF EXECUTIVE OFFICER AND PRESIDENT - ROBERT BARCELON, 51: Responsible for market planning, advertising, public relations, sales promotion, merchandising and training. Has been a lifetime resident of Las Vegas. He has been a full-time loan officer and high producer on a consistent basis. Prior to establishing Commercial Evaluations, Inc., Mr. Barcelon was a loan officer with Family Home Mortgage in Las Vegas from 1995 to 2000. Previously, he was a loan officer with ABC Mortgage of Las Vegas from 1992 to 1995. He was a member of Las Vegas Local 135 Asbestos Workers from 1974 to present. He setup their apprenticeship program, set on joint apprenticeship committee, the executive board, and was involved heavily with contract negotiations between contractors and union. VICE PRESIDENT OF FINANCE - ROBERT BARCELON, 51: Mr. Barcelon is also responsible for managing the working capital including receivables, cash and marketable securities. He performs financial forecasting including capital budget, cash budget, pro forma financial statements, external financing requirements and financial condition requirements. He directs financial affairs of the organization. He prepares all necessary reports and analysis needed to produce financial statements and budgets. It is expected that this post will be filled by a new hire after the close of this Offering. From 1992 to 1999, Mr. Barcelon was an independent mortgage loan broker. He was President of Las Vegas Local 135 Asbestos Workers from 1983 to 1993. SECRETARY AND TREASURER - HEATHER CAIN, 31: Ms. Cain was a senior loan processor from 1989 to 1999 with ten years of experience with local mortgage companies and her own firm, Southern Nevada Processing Center. She is experienced in FHA, VA, conventional and sub-prime loans. She has lived in Las Vegas since 1987. She is the wife of Robert Barcelon, married in 1996, but has maintained her maiden name for professional reasons. Item 11. Executive Compensation All compensation received by Officers of our company is determined from time to time by the Board of Directors. At present there is no compensation for directors. Officers are paid on a commission basis. Robert Barcelon receives 80% of the total fees from SkoFed for his sales. Other members of management receive from 50% (for in-house generated sales leads) up to 80% (for sales based on leads generated by the sales person and on mortgages totaling more than $500,000 in any one month) of the total fees from SkoFed. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Capital Contributions The principal shareholders have contributed $50,000 in capital contributions for their 500,000 shares of stock. Loans Guaranteed By Principal Stockholder There are no current or anticipated corporate loans guaranteed by the principal Shareholders. Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of June 30, 2004, the outstanding shares of common stock of Commercial Evaluations, Inc., owned of record or beneficially by each person who owned of record, or was known by us to own beneficially, more than 5% of the our Common Stock, and the name and shareholdings of each officer and director and all officers and directors as a group: Table I - Common Stock ---------------------- Percentage Name and Address Number of Shares of of of Beneficial Owner Common Stock Owned(1)(2) Ownership - ------------------- ------------------------ --------- Class Owner COMMON Robert Barcelon 450,000 90% 2320 Paseo Del Prado Building "B", No. 215 Las Vegas, NV 89121 COMMON LINDA VELEZ 50,000 10% 300 E. Coast Hwy, #93 Newport Beach, CA 92660 TOTAL OWNED BY THE DIRECTORS AND OFFICERS AS A GROUP 500,000 100% (1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the voting) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect to a security whether through a contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, each person indicated above has sole power to vote, or dispose or direct the disposition of all shares beneficially owned, subject to applicable community property laws. PART IV Item 14. Exhibits, Financial Statements and Reports on Form 8-K (a) Financial statements are filed with this report as pages F-1 through F-5. (b) Reports on form 8-K None. (c) Exhibits 31.1 Certification Pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Chief Executive Officer 31.2 Certification Pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 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 32.2 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES Commercial Evaluations, Inc. NAME & POSITION By: /s/ Robert Barcelon Date: August 13, 2004 ------------------------------ ---------------- Robert Barcelon Chief Executive Officer, President COMMERCIAL EVALUATIONS, INC. Index to the Financial Statements Page ---- Balance Sheet, June 30, 2004 F-1 Statement of Operations, June 30, 2004 and 2003 F-2 Statement of Cash Flow, June 30, 2004 F-3 Note to Unaudited Financial Statements F-4 Commercial Evaluations, Inc. Balance Sheet June 30, 2004 ASSETS Current assets: Cash $ 4,873 Accounts receivable - trade 4,802 Prepaid expenses 1,200 -------- Total current assets 10,875 Property and equipment, at cost, net of accumulated depreciation of $14,386 13,555 -------- $ 24,430 ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 16,747 Accrued expenses 4,940 Commissions payable 2,262 -------- Total current liabilities 23,949 -------- Stockholders' equity: Common stock, $.01 par value, 50,000,000 shares authorized, 500,000 shares issue and outstanding 500 Additional paid-in capital 92,181 Deficit (92,200) -------- 481 -------- $ 24,430 ======== See accompanying notes to financial statements. F-1 Commercial Evaluations, Inc. Statements of Operations Three Months Ended Six Months Ended June 30, June 30, 2004 2003 2004 2003 ---- ---- ---- ---- Revenue $ 284,931 $ 314,763 $ 584,603 $ 602,758 Cost of services 221,889 240,897 443,375 451,391 --------- --------- --------- --------- Gross profit 63,042 73,866 141,228 151,367 General and administrative expenses 92,982 62,049 190,723 119,583 --------- --------- --------- --------- Income (loss) from operations (29,940) 11,817 (49,495) 31,784 --------- --------- --------- --------- Other income and (expense): Interest on officer advances 66 -- 390 Gain (loss) on disposition of assets -- 152 -- (847) --------- --------- --------- --------- 66 152 390 (847) --------- --------- --------- --------- Income (loss) before taxes (29,874) 11,969 (49,105) 30,937 Income taxes -- -- -- -- --------- --------- --------- --------- Net income (loss) $ (29,874) $ 11,969 $ (49,105) $ 30,937 ========= ========= ========= ========= Per share information: Basic and diluted (loss) per share $ (0.06) $ 0.02 $ (0.10) $ 0.06 ========= ========= ========= ========= Weighted average shares outstanding 500,000 500,000 500,000 500,000 ========= ========= ========= ========= See accompanying notes to financial statements. F-2 Commercial Evaluations, Inc. Statements of Cash Flows Six Months Ended June 30, 2004 and 2003 2004 2003 ---- ---- Net income (loss) $(49,105) $ 30,937 Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 1,743 3,690 Interest added to officer advances (324) -- Loss on disposition of assets -- (847) Changes in assets and liabilities: (Increase) decrease in accounts receivable 39,356 (550) (Increase) decrease in other assets -- (33,500) (Increase) in prepaid expenses (300) (372) Increase in accounts payable and accrued expenses (31,526) (594) -------- -------- Total adjustments 8,949 (32,173) -------- -------- Net cash provided by (used in) operating activities (40,156) (1,236) -------- -------- Cash flows from investing activities: Proceeds from sale of assets -- 264 Repayment of officer advances 22,735 -- Acquisition of plant and equipment (1,069) (1,020) -------- -------- Net cash (used in) investing activities investing activities 21,666 (756) -------- -------- Cash flows from financing activities: Repayment of long-term debt -- (123) -------- -------- Net cash (used in) financing activities -- (123) -------- -------- Increase (decrease) in cash (18,490) (2,115) Cash and cash equivalents, beginning of period 23,363 4,056 -------- -------- Cash and cash equivalents, end of period $ 4,873 $ 1,941 ======== ======== See accompanying notes to financial statements. F-3 Commercial Evaluations, Inc. Notes to Unaudited Financial Statements Note 1 - INTERIM FINANCIAL INFORMATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary have been included. Operating results for the three month and six month periods ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004 For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003. NOTE 2 - ORGANIZATION AND SUMMARY OF CERTAIN SIGNIFICANT ACCOUNTING POLICIES The Company was incorporated June 7, 1994 under the laws of the State of Nevada. The Company was organized to engage in any lawful activity. The corporation was originally organized under the name of ZXS Corporation and on February 29, 2000 changed its name to Commercial Evaluations, Inc. The Company is engaged in the business of residential mortgage lending and derives all of its fee income there from. The Company employs seventeen sales representatives on a commission basis. All of its loan origination revenue is derived pursuant to a Net Branch Agreement with SkoFed Mortgage Funding Corporation of Las Vegas, NV (SkoFed). Reclassifications Certain items presented in the previous period's financial statements have been reclassified to conform to current year presentation. Revenue Recognition The Company recognizes revenue, which consists of fees charged for the origination of residential mortgage loans, on the loan closing date. Loan fees usually consist of 1% of the loan amount but it may vary depending on the credit worthiness of the customer Accounts Receivable F-4 Commercial Evaluations, Inc. Notes to Unaudited Financial Statements (Continued) Accounts Receivable Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due primarily from SkoFed for loans closed as of the end of the accounting period for which financial statements are presented. Such fees have historically been collected within thirty days and the Company has not experienced collection uncertainties that would require a provision for bad debts. Concentrations The Company derives substantially all of its fee income pursuant to a Net Branch Agreement with SkoFed. The Company operates primarily in the Las Vegas metropolitan area. F-5