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 January 31, 2005
Commission File Number
0-33473
I & E TROPICALS, INC.
(Name of Small Business Issuer in its charter)
FLORIDA 65-1138291
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification No.)
270 NW 3rd Court 33432-3720
Boca Raton, Florida (Zip Code)
(Address of principal executive offices)
Issuer's Telephone: (561) 368-1427
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to filed such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
As of January 31, 2005, there are 3,900,000 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 January 31, 2005 are submitted in compliance with Item 310(b) of
Regulation S-B.
I & E TROPICALS, INC.
(A Development Stage Company)
BALANCE SHEET
JANUARY 31, 2005
(Unaudited)
ASSETS
TOTAL ASSETS $ --
=============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Note payable $ 5,000
Accrued interest 533
-------------
Total Current Liabilities 5,533
-------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value, 50,000,000
shares authorized, 3,900,000 shares
issued and outstanding 3,900
Additional paid-in capital 20,670
Deficit accumulated during the development
stage (30,103)
-------------
Total Stockholders' Equity (Deficit) (5,533)
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ --
=============
Read accompanying Notes to Financial Statements.
F-1
I & E TROPICALS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Period From
July 1, 1998
Three Months Nine Months (Inception)
Ended January 31, Ended January 31, To January 31,
2005 2004 2005 2004 2005
----------- ----------- ----------- ----------- -----------
REVENUES $ -- $ -- $ -- $ -- $ 735
EXPENSES
General and administrative 1,563 1,055 5,014 5,602 30,838
----------- ----------- ----------- ----------- -----------
NET (LOSS) $ (1,563) $ (1,055) $ (5,014) $ (5,602) $ (30,103)
=========== =========== =========== =========== ===========
(LOSS) PER SHARE $ -- $ -- $ -- $ -- $ (.01)
=========== =========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 3,900,000 3,900,000 3,900,000 3,900,000 2,461,003
=========== =========== =========== =========== ===========
Read accompanying Notes to Financial Statements.
F-2
I & E TROPICALS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Period From
Nine Nine July 1,1998
Months Ended Months Ended (Inception)
January 31, January 31, to January 31,
2005 2004 2005
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ (5,014) $ (5,602) $ (30,103)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities:
Common shares issued for services
rendered -- -- 5,000
Increase in accrued interest 189 189 533
------------ ------------ ------------
NET CASH (USED IN) OPERATING ACTIVITIES (4,825) (5,413) (24,570)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in loans receivable - stockholder -- -- (12,000)
Repayment of loans receivable - stockholder -- -- 4,000
------------ ------------ ------------
NET CASH (USED IN) INVESTING ACTIVITIES -- -- (8,000)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock -- -- 14,500
Increase in amount due to stockholder 4,825 5,067 13,070
Proceeds of note payable -- -- 5,000
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 4,825 5,067 32,570
------------ ------------ ------------
NET (DECREASE) IN CASH -- (346) --
CASH - BEGINNING -- 346 --
------------ ------------ ------------
CASH - ENDING $ -- $ -- $ --
============ ============ ============
Read accompanying Notes to Financial Statements.
F-3
I & E TROPICALS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Period From
Nine Nine July 1, 1998
Months Ended Months Ended (Inception)
January 31, January 31, to January 31,
2005 2004 2005
------------ ------------ ------------
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Common shares issued for services rendered $ -- $ -- $ 5,000
============ ============ ============
Conversion of net stockholders loans to
additional paid-in capital $ 4,825 $ -- $ 5,070
============ ============ ============
Read accompanying Notes to Financial Statements.
F-4
I & E TROPICALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2005
NOTE 1. ORGANIZATION
I & E Tropicals, Inc. was incorporated on July 1, 1998 under the laws of
the State of Florida as Media Advisory Group, Inc. The company is
currently inactive and is developing its business plan for the importing
and exporting of exotic marine life and received its wholesale saltwater
products license on May 9, 2002. The company's headquarters is in Boca
Raton, Florida.
The Company has insignificant 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.
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-5
I & E TROPICALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2005
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, 2004, 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 has 50,000,000 shares of $.001 par value common stock
authorized.
As of January 31, 2005, 3,900,000 shares of common stock were issued and
outstanding.
Shareholders of common stock have one vote per share.
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- 4 - NOT REQUIRED
ITEM 5. OTHER INFORMATION
(a) NOT APPLICABLE
(b) In respect to the requirements of Item 7(d)(2)(ii)(C) of Schedule 14A
(Section 240.14a-101), this corporation does not have a nominating committee
because it has only one director. For this reason and because the majority of
voting stock is held in the name of one individual who is also the President of
the Company and its sole director, there is no business purpose whatsoever
served by the use of a nominating committee. Further, the corporation has never
filed a Schedule 14A nor has any other party filed a Schedule 14A.
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. Exhibits 31 and 32 are included herein.
(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: February 24, 2005 By: /s/ Brett DeWees
----------------- --------------------
President