UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File No. 000-50366
Conscious Intention, Inc.
(Exact name of Registrant as specified in its charter)
Nevada 94-3409449
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
210 Mountain Park Blvd. SW, Ste F204
Issaquah, WA 98027
(Address of principal executive offices) (Zip/Postal Code)
(425) 557-6622
(Telephone Number)
-------------------
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 period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
[X] YES [ ] NO
State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date. There were 4,020,000 common stock
shares, par value $0.001, as of June 30, 2004.
2
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION................................... 4
Item 1 Financial Statements.................................... 4
Condensed Balance Sheets (Unaudited) - June 30, 2004
and December 31, 2003................................. 4
Condensed Statements of Operations for the Three and
Six Months Ended June 30, 2004 and 2003 and for the
Period from October 12, 2001 (Date of Inception)
through June 30, 2004 (Unaudited)..................... 5
Condensed Statements of Cash Flows for the Six Months
Ended June 30, 2004 and 2003 and for the Period from
October 12, 2001 (Date of Inception) through June
30, 2004 (Unaudited).................................. 6
Notes to Condensed Financial Statements (Unaudited)..... 7
Item 2 Plan of Operation....................................... 7
Item 3 Controls and Procedures................................. 11
PART II OTHER INFORMATION....................................... 11
Item 1 Legal Proceedings....................................... 11
Item 2 Changes in Securities and Small Business Issuer
Purchases of Equity Security........................ 11
Item 3 Defaults Upon Senior Securities........................ 12
Item 4 Submission of Matters to a Vote of Security Holders.... 12
Item 5 Other Information...................................... 12
Item 6 Exhibits and Reports on Form 8-K....................... 12
Signature............................................................. 13
3
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Report contains forward-looking
statements. Such forward-looking statements are generally accompanied by words
such as "intends," "projects," "strategies," "believes," "anticipates," "plans,"
and similar terms that convey the uncertainty of future events or outcomes. The
forward-looking statements contained herein are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed in ITEM 2 of this
Report, the section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION." Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof and are in all cases subject to the Company's ability to cure its
current liquidity problems. There is no assurance that the Company will be able
to generate sufficient revenues from its current business activities to meet
day-to-day operation liabilities or to pursue the business objectives discussed
herein.
The forward-looking statements contained in this Report also may be impacted by
future economic conditions. Any adverse effect on general economic conditions
and consumer confidence may adversely affect the business of the Company.
Conscious Intention, Inc. undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Readers should carefully review the risk factors described in
other documents the Company files from time to time with the Securities and
Exchange Commission, including without limitation those identified in the "Risk
Factors" section of the Company's Registration Statement filed with the
Securities and Exchange Commission (the "SEC") on May 14, 2003 on Form SB-2/A.
4
Part I - Financial Information
Item 1. Financial Statements
CONSCIOUS INTENTION, INC.
(A Development Stage Enterprises)
CONDENSED BALANCE SHEETS (UNAUDITED)
June 30, December 31,
2004 2003
---------- -----------
ASSETS
Current assets:
Cash.......................................................... $ 40 $ 88
--------- ---------
Total current assets..................................... 40 88
Total assets.................................................... $ 40 $ 88
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable.............................................. $ 26,383 $ 28,724
Note payable to related party................................. 7,810 810
--------- ---------
Total current liabilities................................ 34,193 29,534
--------- ---------
Stockholders' deficit:
Common stock, $0.001 par value, 10,000,000 shares
authorized, 4,020,000 and 4,000,000 shares issued and
outstanding .................................................. 4,020 4,020
Additional paid-in capital...................................... 9,980 9,980
Deficit accumulated during the development stage................ (48,153) (43,446)
--------- ---------
Total Stockholder's deficit (34,153) (29,446)
--------- ---------
Total liabilities and stockholders' deficit ............. $ 40 $ 88
========= =========
5
CONSCIOUS INTENTION, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Cumulative
Period from
October 12, 2001
For the three months ended For the six months ended (Date of Inception)
June 30, June 30, through
-------------------------- ---------------------- June 30,
2004 2003 2004 2003 2004
-------- --------- -------- -------- ------------------
Revenue............................................ $ - $ - $ - $ - $ -
General and administrative......................... (2,320) (25,343) (4,707) (30,597) (48,183)
Interest income.................................... - - - 30 30
------- ------- ------- ------- --------
Net Loss........................................... $ (2,320) $(25,343) $ (4,707) $(30,567) (48,153)
========= ========== ======== ======== ========
Basic Loss Per Share............................... $ (0.00) $ (0.01) $ (0.00) $ (0.01)
========= ========== ======== ========
Weighted Average Number of Shares Outstanding...... 4,020,000 4,000,000 4,020,000 4,000,000
6
CONSCIOUS INTENTION, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Cumulative
Period from
October 12, 2001
For the six months ended (Date of inception)
June 30, through
--------------------------------- June 30,
2004 2003 2004
--------------------------------- -------------------
Cash Flows from Operating Activities
Net Loss $ ( 4,707) $ (30,567) $ (48,153)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Change in assets and liabilities:
Deferred offering costs - 23,844 23,844
Accounts payable (2,341) 4,500 2,539
----------- ---------- ----------
Net Cash Used In Operating Activities (7,048) (2,223) (21,770)
----------- ---------- ----------
Cash Flows from Financing Activities
Increase in receivable from related party - - (1,690)
Proceeds from receivable from related party - 1,690 1,690
Proceeds from payable to related party 7,000 520 12,510
Payments on payable to related party - - (4,700)
Proceeds from issuance of common stock - - 14,000
------------ ---------- ----------
Net Cash Provided By (Used in) Financing
Activities 7,000 2,210 21,810
------------ ---------- ----------
Net Increase (Decrease) In Cash (48) (13) 40
Cash at Beginning of period 88 13 -
------------ ---------- ----------
Cash at End of period 40 - 40
------------ ---------- ----------
Supplemental disclosure of noncash investing and financing activities:
Cash paid for income taxes $ - $ - $ -
Cash paid for interest - - -
7
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements -- The accompanying unaudited financial statements
have been condensed and, therefore, do not include all disclosures normally
required by accounting principles generally accepted in the United States of
America. These statements should be read in conjunction with the Company's
annual financial statements included in the Company's December 31, 2003 Annual
Report on Form 10-KSB. In the opinion of management, all adjustments necessary
to present fairly the financial position, results of operations and cash flows
for the periods presented have been included in the accompanying condensed
financial statements and consist of only normal recurring adjustments. The
results of operations for the six months ended June 30, 2004 are not necessarily
indicative of the results that may be expected for the full year ending December
31, 2004.
Use of Estimates -- The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts in the financial statements and accompanying notes. Actual results could
differ from those estimates.
Business Condition -- The Company has not yet been able to execute its business
plan. As a result, the Company has negative working capital, negative equity,
and recurring operating losses and negative cash flows from operations since
inception. This situation raises substantial doubt about its ability to continue
as a going concern. The Company plans to fund its operations by any of the
following: issue debt securities, issue equity securities, or loans from related
parties. Success in these efforts is not assured. The financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.
NOTE 2 - RELATED PARTY TRANSACTIONS
During April 2004, a shareholder of the Company advanced the Company $7,000. The
advance is non-interest bearing and due on demand.
Item 2. Plan of Operation
The following discussion and analysis of our financial condition and results of
our operations should be read in conjunction with our financial statements and
related notes appearing elsewhere in this report. This discussion and analysis
contains forward-looking statements that involve risks, uncertainties and
assumptions. The actual results may differ materially from those anticipated in
these forward-looking statements.
Overview
We currently have no full-time employees, one part time employee, less than $100
in cash, no customers, no completed product offering, no completed website and
have received only $10,000 in financing proceeds from our offering of common
stock which we commenced on May 15, 2003.
Conscious Intention is a development stage company, which desires to provide
services to executive coaches, small business owners and professionals. Our
initial plan had been to design services for executive coaches and then grow
gradually to provide such services to other small business owners and
professionals. In June 2003, we began to expand our planned product offering
accordingly.
8
Executive coaching consists of rendering professional development advice,
guidance, leadership, organizational development, communication and human
resources advice to individual professionals, groups and organizations.
Conscious Intention plans to offer support services to small businesses,
executive coaches, and professionals which consist of:
o a series of texts and on-line materials providing aspiring small business
owners, professionals and executive coaches with resources to assist in business
productivity, marketing and revenue improvement;
o an on-line business, professional and coaching club which provides community,
interaction and client referrals;
o a software product which helps business owners to manage their business and
clients;
o other technology and internet based products which can improve small business
productivity.
We intend to develop these texts, materials, communities, referral systems and
software products ourselves, through the efforts of our Chief Executive Officer,
Sylva Leduc, through materials that she has already prepared and via the use of
consultants. These services will be offered to coaches directly through the
Internet. We intend to charge a monthly or yearly subscription fee payable by
business owners for unlimited use of the basic site resources. We intend to
derive additional revenue by eventually adding premium services to our basic
product offering. We plan to advertise our products at industry trade shows, in
trade publications and on-line at various existing websites for small business
owners, professionals and executive coaches.
We have not yet begun work on our on-line small business content. We estimate
that it will cost $250,000 to complete and will include within it all of the
functional elements of our website, including the ability to secure membership
transactions on-line, accept credit card payments and provide software products,
services and materials for download over the Internet. Most of the elements that
compose the website an on-line small business content are available from
multiple third party providers. This item could be complete within 30 days of
funds being available for this purpose. We have no present source for these
funds. It is our hope that the website and community be completed no later than
November of 2004.
We believe that we will be able to offer for sale or use on-line a software
product that helps small businesses to manage their customers. Our chief
executive officer, Sylva Leduc has already developed such a product, which is
currently being sold by Turning Point NW LLC under the trade name Client
Compass. We do not believe that we will have to pay Ms. Leduc any upfront fees
for the use of this product. We expect that we will spend about $5,000 on
outside consultants to integrate the software into our website presence. It
should take no more than 30 days from the time our website is completed to
integrate the Client Compass software. We have not yet reached an understanding
with Ms. Leduc regarding the terms and conditions of licensing Client Compass
for use on our site. We believe that an arrangement with Ms. Leduc, or a similar
provider of third party client management software will be achievable under
which such a product would be sold by us on a revenue share basis, without the
need for significant up front expenditures, except for the $5,000 in technical
integration. We have no present source for these funds. It is our hope that
software product or a similar software product be available for sale on our
website no later than November of 2004.
Sales and marketing will be critical to the success of our business. Our
business model relies heavily on our ability to cause executive coaches to visit
our website and become subscribing members at a very low per subscriber
acquisition cost. We intend to accomplish this goal through a combination of
methods. We intend to hire a full-time sales and marketing director as soon as
funding permits. We believe that we can obtain a suitable candidate for an
annual salary of $50,000, without having to offer insurance or other benefits.
We would need to support this individual with a marketing budget of
approximately $35,000. This budget would be used for travel to and attendance at
industry trade shows and for advertisements in trade publications and websites.
We believe that this combination of efforts together with the efforts of our
chief executive officer, Sylva Leduc, in approaching colleagues and leaders in
the field of executive coaching will be sufficient to attract as paying
subscribers, whom we intend to charge an average of $40 per month each for use
of our website and materials. We intend to commence hiring the marketing
director and beginning sales and marketing activities as soon as funds are
available. We have no present source for these funds.
9
We believe it will take 3 months from the date of our obtaining funding for us
to identify and hire such an individual. We believe it will take another 3 to 8
months for the sales and marketing efforts to yield paying subscribers. We hope
to have hired this individual by November of 2004 and to have paying subscribers
by February of 2005. As we do not yet have a product, sales force or
subscribers, it is difficult for us to project how many subscribers we might
realize from these efforts.
In order to fund our operations as currently contemplated, we will seek
alternative sources of funding, products, and customers, including: loans from
our chief executive officer or other stockholders; credit from consultants,
suppliers, vendors and advertisers; and a business combination with an
organization that has financing and customers and would like to enter the field
of executive coaching.
We believe that we could successfully deploy a product offering on our website
and begin to attract customers with $37,500 in additional cash. If we were able
to spend an additional $10,000 on sales and marketing and $25,000 on the website
and product, we believe that this less robust version of our product and limited
marketing plan could allow us to commence operations. If we cannot raise at
least $37,500, we believe that we could still produce a limited version of our
product and attract some customers, but our plan in this case would be to rely
on uncompensated labor from our chief executive officer and a low cost
commercial web-hosting provider to maintain the limited product on the Internet.
We would rely in this case on direct marketing by our chief executive officer
for new customers.
There can be no assurance that any of the above alternative strategies will
achieve our intended goals. If we are unsuccessful in securing any resources by
any of the above outlined means, then our organization will cease to be able to
carry out any alternative plan of operation and we will cease operations,
resulting in a total loss of investment for all shareholders.
We have no revenues to date. Our product offering is not complete and we have
not yet begun to have customers or revenue. We do not anticipate having revenues
until at least November 2004.
Currently Conscious Intention has no complete product offering, no revenue, no
customers and we do not believe we will have such a product offering completed
until November of 2004. Conscious Intention anticipates that its future revenue
will come from the direct sales efforts of chief executive officer Sylva Leduc
until sufficient money is available to hire a salesperson to assist in securing
customers for Conscious Intention's planned offering of customer services to
executive coaches, professionals and small businesses.
Sales and marketing. We expect sales and marketing expenses to increase sharply
to $50,000 by February of 2005, assuming that we receive sufficient funding to
complete our product offering and to commence sales.
General and administrative. General and administrative expenses were $2,320
during the three months ending June 30, 2004 and $25,343 during the three months
ending June 30, 2003. General and administrative expenses decreased during the
period ended June 30, 2004 as compared to the comparable fiscal 2003 period due
mainly to a decrease in offering expenses.
Financial Condition
For the three-month period ended June 30, 2004, Conscious Intention had a net
loss of $2,320 while for the period ended June 30, 2003, the Company had a net
loss of $25,343. Also, for the period ended June 30, 2004, the Company had a
working capital deficit of $34,153 while for the period ended June 30, 2003, the
Company had a working capital deficit of $29,446.
Conscious Intention's current financial condition makes it difficult to commence
product offering or derive revenue until additional funding is received.
Although our chief executive officer is willing to continue product development
and marketing without a salary until additional funding is received, we will not
have the resources to begin our product offering until we receive such proceeds.
10
Liquidity and capital resources
Net cash used in operating activities for the three-month period ended June 30,
2004 and 2003 was $7,048 and $2,223 respectively. As of June 30, 2004, we had
$40 cash. Net cash used in operating activities for the period ended June 30,
2004 was primarily the result of a net loss and a decrease in accounts payable.
Net cash used in operating activities for the period ended June 30, 2003 was
primarily the result of a net loss offset by an increase in accounts payable and
deferred offering cost.
Net cash provided by financing activities was $7,000 for the three-month period
ended June 30, 2004. Net cash provided by financing activities was $2,210 for
the period ended June 30, 2003. Net cash provided by financing activities for
the period ended June 30, 2003 was attributable to proceeds received from
payable to a related party.
As of June 30, 2004 our principal commitments consisted of our obligations
outstanding under accounts payable and our notes payable to related parties. We
have no material commitments for capital expenditures. We expect no significant
capital expenditures or lease commitments during the next fiscal quarter.
We believe that our current cash balances, including cash and cash equivalents,
are insufficient to meet our working capital and capital expenditure
requirements. We have exhausted all of our working capital. We will need to
receive an infusion of capital from our chief executive officer or receive
funding from another source in order to continue operations.
We need to secure additional cash as soon as possible. We may seek to sell
additional equity or debt securities or to obtain a credit facility; however, at
the present time, we have not entered into any arrangements or understandings
with respect to any such financings. The sale of additional equity or
convertible debt securities could result in additional dilution to our
stockholders. The incurrence of indebtedness would result in an increase in our
fixed obligations and could result in operating covenants that would restrict
its operations. There can be no assurance that financing will be available in
amounts or on terms acceptable to us, if at all. If financing is not available
when required or is not available on acceptable terms, we may be unable to
develop or enhance our products or services. In addition, we may be unable to
take advantage of business opportunities or respond to competitive pressures.
Any of these events could have a material and adverse effect on our business,
results of operations and financial condition.
Conscious Intention's short-term prospects are challenging considering our lack
of financial resources. Management has substantial doubt about its ability to
maintain even the presently minimal level of operations should the liquidity
situation not improve. Without raising any additional cash or being approached
by a strategic partner willing to finance further product development, Conscious
Intention's short-term and long-term prospects for growth are minimal.
Cash requirements
Presently, without additional cash, we will not be able to continue operations.
We have exhausted all of our working capital. Our continued operation is
therefore dependent upon our ability to secure additional cash. We need to raise
additional funds as soon as practicable, through the sale of equity or debt
securities in the company. We presently have no arrangements or understandings
with any investors or potential investors with respect to an investment in
Conscious Intention. We have not decided at what price or under what terms we
will raise such additional funds. The factors that we will utilize in making
such a decision include: our success in developing strategic partners for
Conscious Intention, the market valuation of our competitors, the availability
of investments generally for development stage start-up companies, and the
feedback that we receive from potential investors. We intend to target potential
customers and potential strategic partners as possible investors in Conscious
Intention, though we have not received any indications of interest so far.
Conscious Intention has identified acquaintances of our officers and directors
who are interested in providing debt or equity financing for Conscious
Intention. Conscious Intention has not reached any terms with such prospective
investors in which such financing would be forthcoming.
11
Research and development
We have a present intention to spend substantial resources on research or
development over the next 12 months. We believe it is critical for us to
complete at least the first phase of our planned product offering, which we
believe we could do with an additional $50,000 in cash. Although this product
offering would not be as robust as what we could offer were we to receive the
full funding, we believe it would be sufficient to begin revenue development.
Plant and equipment
We currently have an office in Issaquah, Washington. We believe our currently
available space should be sufficient for our needs for the next twelve months.
Employees
We have no current plans to hire any additional employees, other than a sales
and marketing person whom we would hire on a consultant/independent contractor
basis. We believe our revenue and growth will be derived primarily through
strategic partners, the efforts of our chief executive officer and a
salesperson, should we be able to afford, identify and retain such an
individual. If such growth materializes, we would need to increase our customer
service capability in proportion to the amount of product sales supplied by our
strategic partners or solicited by the company directly in direct sales.
ITEM 3. Controls and Procedures
(a) The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files or
submits 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 within 90 days of the filing date of this
report, the chief executive officer and the principal financial officer of the
Company concluded that the Company's disclosure controls and procedures were
adequate.
(b) Changes in internal controls. The Company made no significant changes in its
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
Not Applicable
Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities
Recent Sales of Unregistered Securities
In September 2003 we issued registered common stock with a deemed value of $.50
per share to four investors, James Price, Tim Rieu, Aero Financial, Inc., and
Nixel Holdings LLC. We received $10,000 in gross proceeds. 10,000 shares were
issued, and 10,000 shares have been paid for but not yet issued. The proceeds
received were used to pay outstanding offering costs. The shares were issued to
accredited investors pursuant to exemptions from registration as set out in Rule
506 of Regulation D under the Securities Act.
12
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) LIST OF EXHIBITS
List of Exhibits
3.1 Articles of Incorporation of registrant as filed previously with the
Commission on Form SB-2, dated April 12, 2002.
3.2 Bylaws of registrant as filed previously with the Commission on Form
SB-2, dated April 12, 2002.
31.1 Certification of Chief Executive Officer pursuant to Section 302 of
Sarbanes-Oxley Act of 2002
32.1 Certification of the Company's Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) REPORTS ON FORM 8-K
The following reports on Form 8-K were filed by the Company during the fiscal
quarter ended June 30, 2004:
None
13
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Conscious Intention, Inc.
/s/ Sylva Leduc
- -----------------------------
Sylva Leduc
Chief Executive Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Sylva Leduc
- -----------------------------
Sylva Leduc
Chief Executive Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
Dated: August 16, 2004