UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended February 28, 2003, Commission File No. 0-31335
MULTIMOD INVESTMENTS, LTD.
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(Exact name of Registrant as specified in its charter)
Nevada Not Available
------------------------ -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification
Number)
14 Pico Crescent, Thornhill, Ontario L4J 8P4
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(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (905) 731-0189
Not Applicable
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(Former name, address or fiscal year if changed since last report)
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
---------- ----------
The total number of shares outstanding of the issuer's common shares, par
value $ .001, as of the date of this report, follow:
10,024,000
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MULTIMOD INVESTMENTS, LTD.
(A Development Stage Company)
Interim Financial Statements
February 28, 2003
(UNAUDITED)
MULTIMOD INVESTMENTS, LTD.
(A Development Stage Company)
INTERIM BALANCE SHEET
February 28, 2003
(UNAUDITED)
February Year Ended
28, August 31
2003 2002
(Unaudited) (Audited)
ASSETS
Current Assets
Cash $ - $ -
------- -------
Total Current Assets - -
------- -------
Other Assets
Incorporation costs - -
------- -------
Total Other Assets - -
------- -------
TOTAL ASSETS $ - $ -
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ - $ 750
Advance from shareholder 2,795 2,045
------- -------
TOTAL CURRENT LIABILITIES 2,795 2,795
------- -------
Stockholders' Equity
Preferred stock, authorized 5,000,000 shares
par value $ .001: none outstanding - -
Common stock, authorized 50,000,000 shares,
par value $ .001, issued and outstanding
- 10,024,000( August 31, 2002 - 10,024,000) 10,024 10,024
Deficit accumulated during the development stage (12,819) (12,819)
------- -------
Total Stockholders' Equity (2,795) (2,795)
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
======= =======
The accompanying notes are an integral part of these financial
statements
MULTIMOD INVESTMENTS, LTD.
(A Development Stage Company)
INTERIM STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED February 28, 2003
(UNAUDITED)
From
Inception
Three Months Six Months Ended to
Ended February 28, February 28, February 28,
2003 2002 2003 2002 2003
INCOME $ - $ - $ - $ - $ -
------- ------- ------- ------- -------
OPERATING EXPENSES
Professional Fees - - - - 2,250
Amortization Expenses - - - - -
Administrative Expenses - - - - 10,569
------- ------- ------- ------- -------
Total Operating Expenses - - - - 12,819
------- ------- ------- ------- -------
Net Loss from
Operations $ - $ - $ - $ - $(12,819)
======= ======= ======= ======= =======
Weighted average number
of shares
outstanding 10,024,000 10,024,000 10,024,000 10,024,000
========== ========== ========== ==========
Net Loss Per Share $ - $ - $ - $ -
======= ======= ======= =======
The accompanying notes are an integral part of these financial
statements.
MULTIMOD INVESTMENTS, LTD.
(A Development Stage Company)
INTERIM STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED February 28, 2003
(UNAUDITED)
From Inception
Six Months Ended to
February 28, February 28,
2003 2002 2003
Cash Flows From Operating Activities
Net loss $ - $ - $ (12,819)
Adjustments to reconcile net loss to
net cash used operating activities:
Stock issued for services - - 10,024
Changes in assets and liabilities
Increase(decrease)in accounts payable (750) - -
Increase in Other Assets - - -
------- ------- -------
(750) - 10,024
------- ------- -------
Net Cash Used in Operating Activities (750) - (2,795)
------- ------- -------
Cash Flow From Financing Activities
Issuance of common stock - - -
Advances from shareholder 750 - 2,795
------- ------- -------
Net Cash Provided By Financing Activities 750 - 2,795
------- ------- -------
Increase(decrease) in Cash - - -
Cash and Cash Equivalents - Beginning of
period - - -
------- ------- -------
Cash and Cash Equivalents - End of
period $ - $ - $ -
======= ======= =======
Supplemental Cash Flow Information
Interest paid $ - $ - $ -
======= ======= =======
Taxes paid $ - $ - $ -
======= ======= =======
The accompanying notes are an integral part of these financial
statements
MULTIMOD INVESTMENTS, LTD.
(A Development Stage Company)
Interim Statement of Changes in Stockholders' Equity
FOR THE SIX MONTHS ENDED February 28, 2003
(UNAUDITED)
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage Totals
Balance - May 12,
2000 - $ - $ - $ - $ -
Stock issued for
services 400,000 400 - - 400
Net loss for
period - - - (945) (945)
-------- ------- ------- ------- -------
Balance - August
31, 2000 400,000 $ 400 $ - $ (945) $ (545)
Stock issued for
services 9,624,000 9,624 - - 9,624
Net loss for
year - - - (11,124) (11,124)
---------- ------- ------- ------- -------
Balance - August
31, 2001 10,024,000 $ 10,024 $ - $(12,069) $ (2,045)
Stock issued for
services - - - - -
Net loss for
year - - - (750) (750)
---------- ------- ------- ------- -------
Balance - August
31, 2002 10,024,000 $ 10,024 $ - $(12,819) $ (2,795)
Net loss - February
28, 2003 - - - - -
---------- ------- ------- ------- -------
Balance - February
28, 2003 10,024,000 $ 10,024 $ - $(12,819) $ (2,795)
========== ======= ======= ======= =======
The accompany notes are an integral part of these financial statements.
MULTIMOD INVESTMENTS, LTD.
(A Development Stage Company)
Notes To Interim Financial Statements
February 28, 2003
(UNAUDITED)
Note 1 - Organization and Summary of Significant Accounting Policies:
Nature of Business
MULITMOD INVRSTMENTS, LTD.(the "Company") was incorporated on May 12, 2000
under the laws of the State of Nevada. The Company's primary business operations
are to and engage in internet related businesses. The Company is searching for a
viable entity upon which to merge and/or acquire. The Company intends on going
public in order to raise the funds required in order to fulfill its business
objectives.
The Company's fiscal year end is August 31,
Basis of Presentation - Development Stage Company
The Company has not earned any revenue from limited principal operations.
Accordingly, the Company's activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in Financial Accounting Standards
Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are
that the Company's financial statements be identified as those of a development
stage company, and that the statements of operations, stockholders' equity
(deficit) and cash flows disclose activity since the date of the Company's
inception.
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
In the opinion of management, these interim financial statements include all
adjustments necessary in order to make them not misleading.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considered all
cash and other highly liquid investments with initial maturities of three months
or less to be cash equivalents.
Net earning (loss) per share
Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, Earnings per Share. Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period, less shares subject to repurchase. Diluted net
loss per share reflects the potential dilution of securities by adding other
common stock equivalents, including stock options, shares subject to repurchase,
warrants and convertible preferred stock, in the weighted-average number of
common shares outstanding for a period, if dilutive. All potentially dilutive
securities have been excluded from the computation, as their effect is
anti-dilutive.
MULTIMOD INVESTMENTS, LTD.
(A Development Stage Company)
Notes To Interim Financial Statements
February 28, 2003
(UNAUDITED)
Fair Value of Financial Instruments
The carrying amount of advance from a shareholder is considered to be
representative of its fair value because of the short-term nature of this
financial instrument.
Income Taxes
The Company accounts for income taxes under SFAS No. 109, which requires
the asset and liability approach to accounting for income taxes. Under this
method, deferred tax assets and liabilities are measured based on differences
between financial reporting and tax bases of assets and liabilities measured
using enacted tax rates and laws that are expected to be in effect when
differences are expected to reverse.
Note 2 - Capital Stock Transactions
The authorized capital is 50,000,000 shares of common stock at $.001 par
value. The Company has issued at total of 10,024,000 shares of common stock for
services rendered as administrative expenses at a cost of $10,024 which has been
expensed in prior periods.
Note 3 - Advance from Shareholder
An officer of the Company advanced cash to the Company for start-up
incorporation costs of $545 and to pay certain accounts payable totaling $2,250.
These advances are unsecured, bear no interest, and are due on demand.
Note 4 -Income Taxes
There has been no provision for U.S. federal, state, or foreign income
taxes for any period because the Company has incurred losses in all periods and
for all jurisdictions.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred tax assets are as follows:
Deferred tax assets
Net operating loss carryforwards $ 2,795
Valuation allowance for deferred tax assets (2,795)
-------
Net deferred tax assets $ -
=======
Realization of deferred tax assets is dependent upon future earnings, if
any, the timing and amount of which are uncertain. Accordingly, the net deferred
tax assets have been fully offset by a valuation allowance. As of February 28,
2003, the Company had net operating loss carryforwards of approximately $ 2,795
for federal and state income tax purposes. These carryforwards, if not utilized
to offset taxable income begin to expire in 2017. Utilization of the net
operating loss may be subject to substantial annual limitation due to the
ownership change limitations provided by the Internal Revenue Code and similar
state provisions. The annual limitation could result in the expiration of the
net operating loss before utilization.
Note 5 - Going Concern:
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. The Company operations are in the development stage
and the Company has generated no income.
The future success of the Company is likely dependent on its ability to
attain additional capital to develop its proposed products and ultimately, upon
its ability to attain future profitable operations. There can be no assurance
that the Company will be successful in obtaining such financing, or that it will
attain positive cash flow from operations.
PART II - OTHER INFORMATION
Item 2 - Management's Discussion and Analysis of Financial Conditions
and Results of Operations
THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL
CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT. EXCEPT FOR THE HISTORICAL
INFORMATION CONTAINED HEREIN, THE DISCUSSION CONTAINED IN THIS REPORT CONTAINS
"FORWARD-LOOKING STATEMENTS" THAT INVOLVE RISK AND UNCERTAINTIES. THESE
STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS
"BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD" OR "ANTICIPATES" OR THE NEGATIVE
THEREOF OR SIMILAR EXPRESSIONS OR BY DISCUSSIONS OF STRATEGY. THE CAUTIONARY
STATEMENTS MADE IN THIS REPORT SHOULD BE READ AS BEING APPLICABLE TO ALL RELATED
FORWARD-LOOKING STATEMENTS WHEREVER THEY APPEAR IN THIS REPORT. OUR ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS REPORT.
Results of Operations
For the six months ended February 28, 2003 the Company has not generated
any revenues. Management's efforts to date have been devoted to focusing on
raising capital in order to fulfil its business objectives. To date, management
has been unsuccessful. The Company has incurred operating losses to date of
$2,795 and will continue to incur losses until such time as an acquisition
candidate is identified and, even if successful in acquiring a business or
consummating a business combination, there can be no assurance that this
business will be profitable.
Liquidity and Capital Resources
The Company has no cash. The investigation of prospective financing
candidates involves the expenditure of capital. The Company will likely have to
look to Mr. Marvin Winick or to third parties for additional capital. There can
be no assurance that the Company will be able to secure additional financing or
that the amount of any additional financing will be sufficient to conclude its
business objectives or to pay ongoing operating expenses.
Item 6 - Exhibits and Reports on Form 8-K
Exhibit 11 - Computation of earnings per common share - see
Statement of Operations
Reports on Form 8-K - None
Exhibit 99 Certification in connection with the Sorbanes-Oxley Act
EXHIBIT 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Form 10-QSB of Multimod Investments, Ltd. (the
"Company") for the period ending February 28, 2003 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Marvin Winick,
President of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated: March 14, 2003 By: /s/ Marvin Winick
---------------------------------
Name: Marvin Winick
Title: President
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
MULTIMOD INVESTMENTS, LTD.
BY: /s/ M. WINICK
---------------------------
Marvin N. Winick, President
Dated: March 14, 2003