UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the quarterly period ended October 31, 2003
Commission File Number
0-33473
I & E TROPICALS, INC.
(Name of Small Business Issuer in its charter)
FLORIDA 65-1138291
(State or other jurisdiction of (I.R.S. Employer
Identification No.) Incorporation or organization)
270 NW 3rd Court 33432-3720
Boca Raton, Florida (Zip Code)
(Address of principal executive offices)
Issuer's Telephone: (561) 368-1427
------------------------------------------
APPLICABLE ONLY TO CORPORATE ISSUERS
As of October 31, 2003, there are 1,950,000 shares
of common stock outstanding. The issuer has no
other classes of stock authorized.
Transitional Small Business Format: No
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Unaudited financial statements for I & E Tropicals, Inc. as of the
fiscal quarter ended October 31, 2003 are submitted in compliance with Item
310(b) of Regulation S-B.
I & E TROPICALS, INC.
(F/K/A MEDIA ADVISORY GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
OCTOBER 31, 2003
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 231
Loans receivable - stockholder 8,000
--------
Total Current Assets $ 8,231
========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 900
Note payable 5,000
Accrued interest 221
Due to stockholder 5,456
--------
Total Current Liabilities 11,577
--------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value, 50,000,000
shares authorized, 1,950,000 shares
issued and outstanding 1,950
Additional paid-in capital 17,550
Deficit accumulated during the development
stage (22,846)
--------
Total Stockholders' Equity (Deficit) (3,346)
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 8,231
========
Read accompanying Notes to Financial Statements.
F-1
I & E TROPICALS, INC.
(F/K/A MEDIA ADVISORY GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Period From
July 1, 1998
Three Months Six Months (Inception)
Ended October 31, Ended October 31, To October 31,
2003 2002 2003 2002 2003
----------- ----------- ----------- ----------- -----------
REVENUES $ -- $ -- $ -- $ 735 $ 735
EXPENSES
General and administrative 1,238 3,899 4,547 6,597 23,581
----------- ----------- ----------- ----------- -----------
NET (LOSS) $ (1,238) $ (3,899) $ (4,547) $ (5,862) $ (22,846)
=========== =========== =========== =========== ===========
(LOSS) PER SHARE $ -- $ -- $ -- $ --
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 1,950,000 1,950,000 1,950,000 1,950,000
=========== =========== =========== ===========
Read accompanying Notes to Financial Statements.
F-2
I & E TROPICALS, INC.
(F/K/A MEDIA ADVISORY GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Period From
Six Six July 1,1998
Months Ended Months Ended (Inception)
October 31, October 31, to October 31,
2003 2002 2003
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ (4,547) $ (5,862) $(22,846)
Adjustments to reconcile net loss to
cash (used in) operating activities:
Common shares issued for services
rendered -- -- 5,000
Increase in:
Accounts payable 900 300 900
Accrued interest 126 -- 221
-------- -------- --------
NET CASH (USED IN) OPERATING ACTIVITIES (3,521) (5,562) (16,725)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in loans receivable - stockholder -- -- (12,000)
Repayment of loans receivable - stockholder -- 3,000 4,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES -- 3,000 (8,000)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock -- -- 14,500
Increase in amount due to stockholder 3,406 -- 5,456
Proceeds of note payable -- 3,000 5,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,406 3,000 24,956
-------- -------- --------
NET (DECREASE) INCREASE IN CASH (115) 438 231
CASH - BEGINNING 346 330 --
-------- -------- --------
CASH - ENDING $ 231 $ 768 $ 231
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Common shares issued for services rendered $ -- $ -- $ 5,000
======== ======== ========
Read accompanying Notes to Financial Statements.
F-3
I & E TROPICALS, INC.
(F/K/A MEDIA ADVISORY GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
OCTOBER 31, 2003
NOTE 1. ORGANIZATION
I & E Tropicals, Inc. (formerly known as Media Advisory Group,
Inc.) was incorporated on July 1, 1998 under the laws of the
State of Florida originally to provide media consulting
services. The company is currently engaged in the importing
and exporting of exotic marine life. The company's
headquarters is in Boca Raton, Florida.
The Company has little revenues to date. Since its inception,
the Company has been dependent upon the receipt of capital
investment or other financing to fund its continuing
activities. In addition to the normal risks associated with a
new business venture, there can be no assurance that the
Company's product development will be successfully completed
or that it will be a commercial success. Further, the Company
is dependent upon certain related parties to provide continued
funding and capital resources.
On May 9, 2002, the Company received its wholesale saltwater
products license and began operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying condensed financial statements are unaudited.
These statements have been prepared in accordance with the
rules and regulations of the Securities and Exchange
Commission (SEC). Certain information and footnote disclosures
normally included in financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, all adjustments
(which include only normal recurring adjustments) considered
necessary for a fair presentation
F-4
I & E TROPICALS, INC.
(F/K/A MEDIA ADVISORY GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
OCTOBER 31, 2003
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
BASIS OF PRESENTATION (CONTINUED)
have been included. These financial statements should be read
in conjunction with the Company's financial statements and
notes thereto for the year ended April 30, 2003, included in
the Company's Form 10-KSB as filed with the SEC.
(LOSS) PER SHARE
(Loss) per share is computed by dividing net (loss) for the
year by the weighted average number of shares outstanding.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing
financial statements in accordance with generally accepted
accounting principles. Those estimates and assumptions affect
the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities, and the reported
revenues and expenses. Accordingly, actual results could vary
from the estimates that were assumed in preparing the
financial statements.
NOTE 3. CAPITAL STOCK
The Company had originally 5,000 common shares authorized,
issued and outstanding with a par value of $1 per share. On
August 2, 2001, the Articles of Incorporation were amended to
increase the number of authorized common shares to 50,000,000
and to decrease its par value to $.001 per share. In addition,
on September 1, 2001, the Board of Directors approved a 100 to
1 stock split. As a result of the stock split, the original
5,000 common shares issued and outstanding with
F-5
I & E TROPICALS, INC.
(F/K/A MEDIA ADVISORY GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
OCTOBER 31, 2003
NOTE 3. CAPITAL STOCK (CONTINUED)
with a par value of $1 per share as of the date of inception
have been retroactively adjusted to 500,000 common shares with
a par value of $.001 per share.
As of October 31, 2003, 1,950,000 common shares were issued
and outstanding.
F-6
ITEM 2. PLAN OF OPERATION
At the present time, I & E Tropicals, Inc., is inactive. Its only plan
of operation for the next twelve months is to obtain funding to implement its
South Florida operations or enter into some form of joint venture/merger with
another company. The Company has no current employees and no consequential cash
requirements.
ITEM 3. CONTROLS AND PROCEDURE
Brett DeWees is the President of the Company and is the sole director.
He is the only executive officer and all reports to be filed with the Securities
and Exchange Commission are signed by him alone. Consequently, it is the
conclusion of the sole executive officer that reports filed or submitted under
the Act (as specified in Regulation 240.13a-14(c) ) are his responsibility alone
and that no other disclosure controls are applicable.
There is no change in this Company's internal control over financial
reporting as specified in Regulation ss.228.308(c).
PART II - OTHER INFORMATION
ITEMS 1- 5 - NOT REQUIRED
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits 3(i) and (ii) are incorporated into this filing by
reference to Exhibits 2(i) and 2 (iii) as filed in Part III of Form 10SB as
filed with the Securities and Exchange Commission.
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report be signed on its behalf by the undersigned, thereunto duly
authorized.
I & E TROPICALS, INC.
Date: December 10, 2003 By: /s/ Brett DeWees
----------------- -------------------------------
President
CERTIFICATION
I, BRETT DeWEES, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of I & E
Tropicals, Inc.
2. Based on my knowledge, the 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
registrant 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 procedures 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 audit
committee of the 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 or not 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.
Date: December 10, 2003
/s/ Brett DeWees
- -------------------------------------
Brett DeWees
President and Sole Certifying Officer