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 September 30, 2003, Commission File Number 0-32781
B Com, Inc.
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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
n/a
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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:
4,050,000
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
B Com, Inc.
(A Development Stage Company)
Interim Financial Statements
September 30, 2003
(UNAUDITED)
B Com, Inc.
(A Development Stage Company)
INTERIM BALANCE SHEET
SEPTEMBER 30, 2003
(UNAUDITED)
SEPTEMBER 30, DECEMBER 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 $ - $ -
Advance from shareholder 545 545
-------- -------
TOTAL CURRENT LIABILITIES 545 545
-------- -------
Stockholders' Equity
Preferred stock, authorized 10,000,000 shares
par value $ .001: none outstanding
Common stock, authorized 100,000,000 shares,
par value $ .001, issued and outstanding
- 4,050,000(December 31, 2002 - 4,050,000) 4,050 4,050
Deficit accumulated during the development stage (4,595) (4,595)
-------- -------
Total Stockholders' Equity (545) (545)
-------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
======== ========
The accompanying notes are an integral part of these financial
statements
B Com, Inc.
(A Development Stage Company)
INTERIM STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
(UNAUDITED)
From
Three Nine Oct 11, 2000
Months Months Months Months (Inception)
Ended Ended Ended Ended To
Sept Sept 30, Sept Sept 30, Sept 30,
30, 2003 2002 30, 2003 2002 2003
INCOME $ - $ - $ - $ - $ -
------- ------- ------- ------- -------
OPERATING EXPENSES
Professional Fees - - - - -
Amortization Expenses - - - - -
Administrative Expenses - - - - (4,595)
------- ------- ------- ------- -------
Total Operating
Expenses - - - - (4,595)
------- ------- ------- ------- ------
Net Loss from
Operations $ - $ - $ - $ - $(4,595)
======= ======= ======= ======= ======
Weighted average number of
shares outstanding4,050,000 4,050,000 4,050,000 4,050,000
========= ========= ========= =========
Net Loss Per Share $ (.000) $ (.000) $ (.000) $ (.000)
====== ====== ======= =======
The accompanying notes are an integral part of these financial
statements.
B Com, Inc.
(A Development Stage Company)
INTERIM STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
(UNAUDITED)
From
Three Nine Oct 11, 2000
Months Months Months Months (Inception)
Ended Ended Ended Ended To
Sept Sept 30, Sept Sept 30, Sept 30,
30, 2003 2002 30, 2003 2002 2003
Cash Flows From Operating
Activities:
Net (Loss) $ - $ - $ - $ - $ (4,595)
Adjustments to reconcile
net loss to net cash
used in operating
activities:
Stock issued for services - - - - 4,050
Changes in assets and
liabilities:
Increase in accounts
payable - - - - -
Increase in Other Assets - - - - -
------- ------- ------- ------ -------
- - - - 4,050
------- ------- ------- ------ -------
Net Cash Used in Operating
Activities - - - - (545)
------- ------- ------- ------ -------
Cash Flow From Financing
Activities:
Issuance of Common Stock - - - - -
Advances from shareholder - - - - 545
------- ------- ------- ------ -------
Net Cash Provided By Financing
Activities - - - 545 545
------- ------- ------- ------ -------
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
B Com, Inc.
(A Development Stage Company)
Interim Statement of Changes in Stockholders' Equity
FROM INCEPTION(October 11, 2000) TO SEPTEMBER 30, 2003
(UNAUDITED)
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage Totals
Balance - October 11,
2000 $ - $ - $ - $ -
Stock issued for
services 4,050,000 4,050 - - 4,050
Net loss for
period - - - (4,595) (4,595)
--------- ------ ------- -------- ------
Balance - December
31, 2000 4,050,000 $ 4,050 $ - $ (4,595) $ (545)
Stock issued for
Services - - - - -
Net loss for
year - Dec 31, 2001 - - - - -
---------- ------ ------- ------- -------
Balance - December
31, 2001 4,050,000 $ 4,050 $ - $ (4,595) $ (545)
Stock issued for
Services - - - - -
Net loss for
year - Dec 31, 2002 - - - - -
---------- ------ ------- ------- -------
Balance - December
31, 2002 4,050,000 $ 4,050 $ - $ (4,595) $ (545)
Net loss for
period - - - - -
--------- ------ ------- ------- -------
Balance - September
30, 2003 4,050,000 $ 4,050 $ - $ (4,595) $ (545)
========= ======= ======= ======== =======
The accompanying notes are an integral part of these financial statements.
B Com, Inc.
(A Development Stage Company)
Notes To Interim Financial Statements
September 30, 2003
(UNAUDITED)
Note 1 - General:
Nature of Business
B Com, Inc. (the "Company") was organized on October 11, 2000, under the
laws of the State of Nevada, having the stated purpose of engaging in any lawful
activities. The Company was formed with the contemplated purpose to seek out and
merge or acquire a viable entity. The Company intends to go public in order to
meet its business objectives.
The Company's fiscal year end is December 31.
Note 2 - Summary of Significant Accounting Policies
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 accounting principles generally accepted
in the United States. 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 accounting
principles accepted in the United States 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.
B Com, Inc.
(A Development Stage Company)
Notes To Interim Financial Statements
September 30, 2003
(Unaudited)
Note 2 - Summary of Significant Accounting Policies(continued)
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.
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 3 - Capital Stock Transactions
The authorized capital common stock is 100,000,000 shares of common stock
at $.001 par value. During this fiscal year ended December 31, 2000 the Company
issued 4,050,000 shares of common stock for services rendered in the amount of $
4,050 to its founders.
Note 4 - Advance from Shareholder
An officer of the Company advanced cash to the Company for start-up
incorporation costs of $545. This advance was unsecured, bears no interest, and
is due on demand.
B Com, Inc.
(A Development Stage Company)
Notes To Interim Financial Statements
September 30, 2003
(Unaudited)
Note 5 -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 $ 4,595
Valuation allowance for deferred tax assets (4,595)
-------
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 September 30,
2003, the Company had net operating loss carryforwards of approximately $ 4,595
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 6 - Going Concern:
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which
contemplates continuation of the Company as a going concern. The Company has
generated no revenues and current liabilities exceed current assets by $ 545.
The future success of the Company is likely dependent on its ability to
attain additional capital to develop its proposed business, 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.
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 September 30, 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
$4,595 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 John Caridi 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.
PART II - OTHER INFORMATION
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
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.
B Com, Inc.
BY: /s/ John Caridi
---------------------------
John Caridi, President
Dated: April 20, 2004
Exhibit 31.1
I, John Caridi certify that;
1. I have reviewed this quarterly report on Form 10-QSB of B Com, Inc.
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. The registrant's other certifying officers and I are 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. The registrant's other certifying officers and 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. The registrant's other certifying officers and 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/ John Caridi
---------------------------------------------
John Caridi
President
April 20, 2004
Exhibit 31.2
I, Marvin Winick certify that;
1. I have reviewed this quarterly report on Form 10-QSB of B Com, Inc.
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. The registrant's other certifying officers and I are 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. The registrant's other certifying officers and 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. The registrant's other certifying officers and 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
Chief Financial Officer
April 20, 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 B Com, Inc a Nevada corporation
(the "Company"), on Form 10-QSB for the nine months ended September 30, 2003 as
filed with the Securities and Exchange Commission (the "Report"), I, John Caridi
President, 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/ John Caridi
-------------------------------------------
John Caridi
President
April 20, 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 B Com, Inc a Nevada corporation
(the "Company"), on Form 10-QSB for the nine months ended September 30, 2003 as
filed with the Securities and Exchange Commission (the "Report"), I, Marvin
Winicki Chief Financial Officer, 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 Winick
Chief Financial Officer
April 20, 2004