UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from to
----------- -----------
Commission File Number: 000-50454
Digiblue Media, Inc.
--------------------
(Exact name of registrant as specified in its charter)
Nevada 75-3016844
- ------ ----------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
32946 Dana Spruce, Suite A, Dana Point, California 92672
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
714.460.2717
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(Registrant's Telephone Number, Including Area Code)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date. As of November 20, 2003, there were
1,450,000 shares of the issuer's $.001 par value common stock issued and
outstanding.
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DIGIBLUE MEDIA, INC.
(DBA NEVADA DIGIBLUE MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE PERIOD FROM DECEMBER 10, 2001
(INCEPTION) TO SEPTEMBER 30, 2003
CONTENTS
Page
Financial Statements:
Balance Sheet 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6-8
2
DIGIBLUE MEDIA, INC.
(dba NEVADA DIGIBLUE MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET - SEPTEMBER 30, 2003 (UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 13,066
Accounts Receivable-from related party 25,000
------------
Total current assets 38,066
Computer equipment, net 1,463
------------
Total assets $ 39,529
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities -
accounts payable and accrued expenses $ 29,703
------------
Stockholders' equity:
Common stock, $0.001 par value; 50,000,000 shares authorized;
1,450,000 shares issued and outstanding 1,450
Additional paid-in capital 27,550
Deficit accumulated during development stage (19,174)
------------
Total stockholders' equity 9,826
------------
Total liabilities and stockholders' equity $ 39,529
============
The accompanying notes from an integral part of these financial statements.
3
DIGIBLUE MEDIA, INC.
(dba NEVADA DIGIBLUE MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the nine months For the three months
ended September 30 ended September 30 From December 10,
------------------------------------------- 2001 (Inception) to
2003 2002 2003 2002 September 30, 2003
------------------------------------------- --------------
Revenue - from related party $ 30,500 $ 21,620 $ - $ 11,040 $ 53,500
------------------------------------------- --------------
Costs:
Contract costs 6,370 3,780 - 1,880 10,460
Amortization of stock
compensation 1,500 5,250 - 2,250 9,000
General and administrative
expenses 36,047 15,576 14,269 11,193 53,214
------------------------------------------- --------------
43,917 24,606 14,269 15,323 72,674
------------------------------------------- --------------
Loss before provision
for income taxes (13,417) (2,986) (14,269) (4,283) (19,174)
Provision for income taxes - - - - -
------------------------------------------- --------------
Net loss $ (13,417) $ (2,986) $ (14,269) $ (4,283) $ (19,174)
=========================================== ==============
Net loss per common
share - basic and dilutive ($0.01) $0.00 ($0.01) $0.00 ($0.01)
=========================================== ==============
Weighted average common shares
outstanding - basic and
dilutive 1,450,000 1,199,267 1,450,000 1,450,000 1,311,305
=========================================== ==============
The accompanying notes from an integral part of these financial statements.
4
DIGIBLUE MEDIA, INC.
(dba NEVADA DIGIBLUE MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the nine months ended
September 30, 2003 From December 10, From December 10,
--------------------------- 2001 (Inception) to 2001 (Inception) to
2003 2002 December 31, 2002 September 30, 2003
------------- -------------------------------- ------------------
Cash flows provided by (used for)
operating activities:
Net loss $ (13,417) $ (2,986) $ (5,757) $ (19,174)
------------- -------------------------------- ------------------
Adjustments to reconcile net loss to net cash
provided by (used for)operating activities:
Amortization of common stock for services 1,500 5,250 7,500 9,000
Depreciation 627 209 418 1,045
(Increase) decrease in assets:
Accounts receivable - from related party (21,500) (10,000) (3,500) (25,000)
Other receivable 370 - (370) -
Cost and estimated earnings in excess of
billings on uncompleted contracts 2,000 (620) (2,000) -
Increase in liabilities -
accounts payable and accrued expenses 28,343 11,490 1,360 29,703
------------- -------------------------------- ------------------
Total adjustments 11,340 6,329 3,408 14,748
------------- -------------------------------- ------------------
Net cash provided by (used for) operating (2,077) 3,343 (2,349) (4,426)
activities ------------- -------------------------------- ------------------
Cash flows used for investing activities -
purchase of equipment - (2,508) (2,508) (2,508)
------------- -------------------------------- ------------------
Cash flows provided by financing activities -
proceeds from issuance of common stock - 19,000 20,000 20,000
------------- -------------------------------- ------------------
Net increase (decrease) in cash and cash equivalents (2,077) 19,835 15,143 13,066
Cash and cash equivalents, beginning of period 15,143 - - -
------------- -------------------------------- ------------------
Cash and cash equivalents, end of period $ 13,066 $ 19,835 $ 15,143 $ 13,066
============= ================================ ==================
Supplemental disclosure of cash flow information:
Income taxes paid $ - $ - $ - $ -
============= ================================ ==================
Interest paid $ - $ - $ - $ -
============= ================================ ==================
The accompanying notes from an integral part of these financial statements.
5
DIGIBLUE MEDIA, INC.
(DBA NEVADA DIGIBLUE MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM DECEMBER 10, 2001
(INCEPTION) TO SEPTEMBER 30, 2003
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
NATURE OF BUSINESS:
Digiblue Media, Inc. (the "Company") is currently a
development stage company under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 7 and was
incorporated under the laws of the State of Nevada on December
10, 2001. The Company plans to design and develop specialized
software programs for any potential customer. As of June 30,
2003, the Company has produced revenues of $53,500 (unaudited)
but will continue to report as a development stage company
until significant revenues are produced.
BASIS OF PRESENTATION:
The accompanying financial statements have been prepared in
conformity with accounting principles generally accepted in
the United States of America, which contemplate continuation
of the Company as a going concern. However, the Company has no
substantial established source of revenue. This matter raises
substantial doubt about the Company's ability to continue as a
going concern. These financial statements do not include any
adjustments relating to the recoverability and classification
of recorded asset amounts, or amounts and classification of
liabilities that might be necessary should the Company be
unable to continue as a going concern.
Management plans to take the following step that it believes
will be sufficient to provide the Company with the ability to
continue in existence:
Management intends to continue to raise additional financing
through debt and equity financing or other means and develop
customer relations to complete its business plan.
INTERIM PERIOD:
These financial statements have been prepared by the Company,
without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. The information furnished
herein reflects all adjustments (consisting of normal
recurring accruals and adjustments), which are, in the opinion
of management, necessary to fairly represent the operating
results for the respective periods. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted.
Operating results for the nine months ended September 30, 2003
are not necessarily indicative of the results that may be
expected for the full year ended December 31, 2003.
6
DIGIBLUE MEDIA, INC.
(DBA NEVADA DIGIBLUE MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM DECEMBER 10, 2001
(INCEPTION) TO SEPTEMBER 30, 2003
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
INTERIM PERIOD, CONTINUED:
The unaudited interim condensed financial statements should be
read in conjunction with the Company's audited financial
statements and notes thereto, for the past fiscal year ended
December 31, 2002.
NEW ACCOUNTING PRONOUNCEMENTS:
In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities." Interpretation
46 changes the criteria by which one company includes another
entity in its consolidated financial statements. Previously,
the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be
consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest
entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates
a variable interest entity is called the primary beneficiary
of that entity. The consolidation requirements of
Interpretation 46 apply immediately to variable interest
entities created after January 31, 2003. The consolidation
requirements apply to older entities in the first fiscal year
or interim period beginning after June 15, 2003. Certain of
the disclosure requirements apply in all financial statements
issued after January 31, 2003, regardless of when the variable
interest entity was established. The adoption of FIN 46 did
not have a material impact to the Company's financial position
or results of operations.
During April 2003, the FASB issued SFAS 149 - "Amendment of
Statement 133 on Derivative Instruments and Hedging
Activities," effective for contracts entered into or modified
after June 30, 2003, except as stated below and for hedging
relationships designated after June 30, 2003. In addition,
except as stated below, all provisions of this Statement
should be applied prospectively. The provisions of this
Statement that relate to Statement 133 Implementation Issues
that have been effective for fiscal quarters that began prior
to June 15, 2003, should continue to be applied in accordance
with their respective effective dates. In addition, paragraphs
7(a) and 23(a), which relate to forward purchases or sales of
when-issued securities or other securities that do not yet
exist, should be applied to both existing contracts and new
contracts entered into after June 30, 2003. The Company does
not participate in such transactions, however, is evaluating
the effect of this new pronouncement, if any, and will adopt
FASB 149 within the prescribed time.
7
DIGIBLUE MEDIA, INC.
(DBA NEVADA DIGIBLUE MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM DECEMBER 10, 2001
(INCEPTION) TO SEPTEMBER 30, 2003
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
NEW ACCOUNTING PRONOUNCEMENTS, CONTINUED:
During May 2003, the FASB issued SFAS 150 - "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity," effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective as of the beginning of
the first interim period beginning after June 15, 2003. This Statement
establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a freestanding
financial instrument that is within its scope as a liability (or an
asset in some circumstances). Many of those instruments were
previously classified as equity. Some of the provisions of this
Statement are consistent with the current definition of liabilities in
FASB Concepts Statement No. 6, Elements of Financial Statements. The
adoption of SFAS 150 did not have a material impact to the Company's
financial position or results of operations.
(2) RECLASSIFICATIONS:
Certain amounts in the 2002 financial statements have been
reclassified to conform with the 2003 presentation.
(3) STOCKHOLDERS' EQUITY:
The Company is authorized to issue 55,000,000 shares of stock with
5,000,000 shares designated as preferred stock, par value of $0.001,
and 50,000,0000 shares designated as common stock, par value of $0.001.
COMMON STOCK
o In December 2001, the Company issued 500,000 shares of its common
stock in exchange for $1,000 and services to incorporate the
Company. The shares were valued at $10,000, the current market
value on the date of issuance. The difference between the fair
market value of $10,000 and the cash proceeds of $1,000 is being
expensed over a one year period, which is the life of the
services to be rendered to the Company.
o In February 2002, the Company sold 750,000 shares of its common
stock for $15,000.
o In May 2002, the Company entered into an agreement for the
Company to develop software for a customer, who is a related
party. The agreement also stipulated the customer was to purchase
200,000 shares of the Company's common stock. The shares were
sold for proceeds of $4,000.
PREFERRED STOCK
Preferred Stock, any series, shall have the powers, preferences,
rights, qualifications, limitations and restrictions as fixed by the
Company's Board of Directors in its sole discretion. As of June 30,
2003, the Company's Board of Directors has not issued any Preferred
Stock.
8
ITEM 2. PLAN OF OPERATION
- --------------------------
This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. We cannot guaranty
that any of the assumptions relating to the forward-looking statements specified
in the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
CRITICAL ACCOUNTING POLICY AND ESTIMATES. Our Management's Discussion and
Analysis of Financial Condition and Results of Operations section discusses our
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources. These accounting policies are described at
relevant sections in this discussion and analysis and in the notes to the
financial statements included in our audited financial statements for the past
fiscal year ended December 31,2002 and in our Quarterly Report on Form 10-QSB
for the period ended September 30, 2003.
9
We are a software development and design company in the development stage that
specializes in providing customized software applications to small businesses
and entrepreneurs. We intend to provide software design and development
services, including specialized, innovative information technology, or IT,
solutions to our customers. We believe our staff is able to perform a range of
complex software development projects. We believe we will be able to provide
software solutions to practical business applications in programming, custom IT
systems design, software development and consulting. Our possible software
development projects and programming solutions include multi-tier systems,
Internet/intranet access and reporting systems, complex data processing and
cost-effective user interfaces. We hope to provide our future clients with
customized software projects at a competitive price, ranging from internal
custom software development projects or assistance from a total software
development project staff.
We believe that, based on our management's experience, that we will be able to
understand our clients' software application needs and tailor off-the-shelf
software to our clients' business requirements, or where situations warrant,
design original software applications to achieve the same goal for our clients.
We propose to market our services beginning in the southern California area by
means of personal contacts, networking with providers of computer systems,
components or repair services, and eventually, through our proposed website.
Later, we hope to expand the area of our operations to the greater West Coast
area. We have not yet begun any such marketing activities, nor is our website
operational at this time. Currently, we have only engaged one client, who is
Format Inc., one of our shareholders, and therefore our operations have been
limited to serving that client and developing our own website. As we develop our
business, we hope to engage more clients. At our current level of staffing, we
are able to handle our operations as well as an increase in activity, should we
engage additional clients. However, we may revisit the issue of increasing our
staff as our client base dictates. We intend to design and develop customized
computer software applications tailored to our customers' needs.
LIQUIDITY AND CAPITAL RESOURCES. Our total assets were $39,529 as of September
30, 2003, which consisted of cash and cash equivalents of $13,066, accounts
receivable with a related party of $25,000 and property and equipment with a net
value of $1,463. Our registration statement of Form SB-2 was declared effective
on November 4, 2003 by which we hope to raise up to $200,000. We believe that
our available cash is not sufficient to pay our day-to-day expenditures, and
that we require at least $50,000 to further implement our business plan.
Our current liabilities were $29,703 as of September 30, 2003 which was
represented solely by accounts payable. We had no other liabilities and no long
term commitments or contingencies as of September 30, 2003.
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003.
RESULTS OF OPERATIONS.
REVENUE. We have realized no revenues for the three months ended September 30,
2003, in comparison to the $11,040 we generated for the three months ended
September 30, 2002.
10
OPERATING EXPENSES. For the three months ended September 30, 2003, our total
costs were $14,269, represented solely by general and administrative expenses.
Our net loss for the three months ended September 30, 2003 was also $14,269.
This is in comparison to our operating costs of $15,323 for the three months
ended September 30, 2002, which were represented by $1,880 in contract costs,
$2,250 in amortization of stock compensation and $11,193 in general and
administrative expenses. Our net loss for the three months ended September 30,
2002 was $4,283. Because we did not generate revenues for the three months ended
September 30, 2003, we experienced a greater net loss than the same period
ending in 2002. We anticipate that we will continue to incur significant general
and administrative expenses, but hope to continue generating income as we expand
our operations.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003.
RESULTS OF OPERATIONS.
REVENUES. We have realized revenues from a related party of $30,500 for the nine
month period ended September 30, 2003, compared to $21,620 in revenues from a
related party generated during the same period ending September 30, 2002. We
anticipate that our revenues will increase if we engage service contracts with
additional clients and develop additional relationships with third party
providers of computer components, systems and maintenance and repair products
and services.
OPERATING EXPENSES. For the nine month period ended September 30, 2003, our
total expenses were $43,917, which consist of $6,370 which were represented by
contract costs, $1,500 which was represented by amortization of stock
compensation and $36,047 which was represented by general and administrative
expenses. Therefore our net loss for the nine month period ending September 30,
2003 was $13,417. This is in comparison to expenses of $24,606 for the nine
month period ending September 30, 2002 which was represented by $3,780 for
contract costs, $5,250 for amortization of stock compensation and $15,576 for
general and administrative expenses. Therefore, our net loss for the period
ending September 30, 2002 was $2,986. The increase in both our operating
expenses and net loss was due to an increase in contract costs and in our
general and administrative costs during the nine months ended September 30, 2003
in comparison to the same period ended September 30, 2002, despite the higher
revenue generated during the nine months ended September 30, 2003.
OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. From our inception on December
10, 2001 through September 30, 2003, we generated revenues of $53,500 from a
related party. We hope to generate revenues in the next twelve months by
engaging additional clients through reputation and word of mouth, and develop
networking relationships with vendors in related businesses. As we develop
additional networking relationships, our opportunities to generate revenues
could increase. To effectuate our business plan during the next twelve months,
we must increase our service offerings and market and promote our services. We
currently market our business primarily through referrals and that referrals
will continue to comprise a majority of our business.
Our registration statement on Form SB-2 was declared effective on November 4,
2003. We are offering for sale 2,000,000 shares of our common stock in a direct
public offering at a purchase price of $0.10 per share. No underwriter is
involved in the offering and distribution of the shares. We are offering the
shares without any underwriting discounts or commissions. Our president, Brian
Eddo, will offer and sell the shares on our behalf. If all of the shares offered
are purchased, the proceeds to us will be $200,000. There is no minimum amount
required to be raised in this offering, though we believe we require
approximately $50,000 to pay for the costs of this offering and continue
operating according to our business plan. Subscriptions for shares of our common
stock are irrevocable once made, and funds will only be returned upon rejection
of the subscription. This is our initial public offering and no public market
currently exists for shares of our common stock. We do not know if a market will
develop, if at all.
We anticipate that we will use the funds raised in this offering and revenues
generated to fund marketing activities and for working capital. We believe that
the size of our operations may vary depending on the amount of funds raised in
this offering. If we are able to sell all of the shares in this offering, we
believe that the size of our operations will increase because we will be able to
increase our marketing activities. If we do not raise any funds in this
offering, we may not have adequate funds to market our services. We believe we
will need to raise $100,000 to complete the development of our website and to
11
begin marketing our services. To fully develop our business to the extent
envisioned by our management, we believe we need to raise $200,000. Our failure
to market and promote our services will hinder our ability to increase the size
of our operations and generate additional revenues. If we are not able to
generate additional revenues that cover our estimated operating costs, our
business may ultimately fail.
Specifically, we hope to accomplish the steps listed below to implement our
business plan. We estimate that we will require at least $200,000 in order to be
able to commence operations as envisioned below during the next twelve months.
From that amount, we anticipate that our offering expenses will total
approximately $15,170, reducing the net proceeds to use to approximately
$184,830. The figures and steps listed below are estimates only, and our actual
progress and expenses may vary from these time and cost estimates.
- ------------------------------ ---------------------------------------------------- ------------------------------ -----------------
Milestones Steps Needed Estimated Timeframe Estimated Cost
- ------------------------------ ---------------------------------------------------- ------------------------------ -----------------
Website 1. Design website concept within two months of $25,000
2. Develop links to work samples receiving adequate funding
3. Deploy developed website
4. Promote website
- ------------------------------ ---------------------------------------------------- ------------------------------ -----------------
Computer Equipment 1. Identify equipment needed within next six months $15,000
2. Purchase equipment
- ------------------------------ ---------------------------------------------------- ------------------------------ -----------------
Marketing Plan 1. Develop marketing concept and target within next eight months $41,000
clients
2. Develop sample projects
3. Contact potential clients
4. Negotiate and close project contracts
- ------------------------------ ---------------------------------------------------- ------------------------------ -----------------
Staff 1. Identify staffing needs can be scaled to number of $44,000
2. Solicit resumes, work samples clients engaged, on an
3. Interview and hire staff and/or contract as-needed basis
with independent contractors
4. Review staff/contractor performance
- ------------------------------ ---------------------------------------------------- ------------------------------ -----------------
We have cash and cash equivalents of $13,066 as of September 30, 2003. In the
opinion of management, available funds will satisfy our working capital
requirements to operate at our current level of activity for the next twelve
months. Those funds do not include any funds raised in this offering. We will
not be able to implement our expansion plans in the manner we envision unless we
raise funds from this offering. Our forecast for the period for which our
financial resources will be adequate to support our operations involves risks
and uncertainties and actual results could fail as a result of a number of
factors. In order to expand our operations, we do not currently anticipate that
we will need to raise additional capital in addition to the funds raised in this
offering. If we do not raise at least $100,000 from this offering, then we may
not be able to pay for the expenses of this offering, finish the development of
our website, conduct marketing activities and expand our operations. This
offering is a best efforts offering with no minimum. We will have access to
these funds as soon as they are received.
We are not currently conducting any research and development activities, other
than the development of our website. We do not anticipate conducting such
activities in the near future. In the event that we expand our customer base,
then we may need to hire additional employees or independent contractors as well
as purchase or lease additional equipment. Our management believes that we do
not require the services of independent contractors to operate at our current
level of activity. However, if our level of operations increases beyond the
level that our current staff can provide, then we may need to supplement our
staff in this manner.
12
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed as of September 30,
2003, our chief executive officer and the principal financial officer concluded
that our disclosure controls and procedures were adequate.
(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
31. Rule 13a-14(a)/15d-14(a) Certifications.
32. Section 1350 Certifications.
(b) Reports on Form 8-K
None.
13
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Digiblue Media, Inc.,
a Nevada corporation
November 20, 2003 By: /s/ Brian Eddo
---------------------------------
Brian Eddo
Its: president
14