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 May 31, 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
May 31, 2003
(UNAUDITED)
MULTIMOD INVESTMENTS, LTD.
(A Development Stage Company)
INTERIM BALANCE SHEET
May 31, 2003
(UNAUDITED)
Year Ended
May 31, 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 NINE MONTHS ENDED May 31, 2003
(UNAUDITED)
From
(May 12, 2000)
Inception
Three Months Nine Months Ended to
Ended May 31, May 31 May 31,
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 NINE MONTHS ENDED May 31, 2003
(UNAUDITED)
From Inception
(May 12, 2000)
Nine Months Ended to
May 31, May 31,
2003 2002 2003
S>
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
FROM INCEPTION(MAY 12, 2000) TO May 31, 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 - May
31, 2003 - - - - -
---------- ------- ------- ------- -------
Balance - May
31, 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
May 31, 2003
(UNAUDITED)
Note 1 - Organization and Summary of Significant Accounting Policies:
Nature of Business
Multimod Investments, 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 unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC"). The accompanying consolidated financial statements
for the interim periods are unaudited and reflect all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the financial position and operating
results for the periods presented. These financial statements should be read in
conjunction with the financial statements for the year ended August 31, 2002 and
notes thereto contained in the Report on Form 10-KSB of Multimod Investments,
Ltd. (the "Company") as filed with the Securities and Exchange Commission. The
results of operations for the nine months ended May 31, 2003 are not necessarily
indicative of the results for the full fiscal year ended August 31, 2002.
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
May 31, 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 $ 12,819
Valuation allowance for deferred tax assets (12,819)
--------
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 May 31, 2003,
the Company had net operating loss carryforwards of approximately $ 12,819 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 nine months ended May 31, 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 $12,819 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 3. CONTROLS AND PROCEDURES
Within 90 days prior to the date of this report under the supervision and
participation of certain members of the Company's management, including the
President, the Company completed an evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures ( as defined in
Rules 13a - 14 and 15d - 14c to the Securities Exchange Act of 1934, as
amended). Based on this evaluation, the Company's President believes that the
disclosure controls and procedures are effective with respect to timely
communicating to them and other members of management responsible for preparing
periodic reports all material information required to be disclosed in this
report as it relates to the Company.
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 31& 32 Certification in connection with the Sorbanes-Oxley
Act
SIGNATURES
Pursuant to the requirements of the Exchange Act , 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: December 1, 2004
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
I, Marvin N. Winick, certify that;
1. I have reviewed this quarterly report on Form 10-QSB of Multimod
Investments, LTD.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registration as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedure to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
/s/ Marvin Winick
---------------------------------------------
Marvin Winick
President
December 1, 2004
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Multimod Investments, LTD., a
Nevada corporation (the "Company"), on Form 10-QSB for the quarter ending May
31, 2003 as filed with the Securities and Exchange Commission (the "Report"), I,
Marvin N. Winick President & CEO, of the Company, certify, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my
knowledge:
1. The Report fully complies with the requirements of section 13(a) or
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 result of operations of the Company.
/s/ Marvin Winick
-------------------------------------------
Marvin N. Winick
President & CEO
December 1, 2004.