UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the quarterly period ended July 31, 2002
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 (LR Employer Identification No
Incorporation or organization)
270 NW 3 Court 33432-3720
Boca Raton, Florida (Zip Code)
(Address of principal executive offices)
Issuer's Telephone: (561) 368-1427
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APPLICABLE ONLY TO CORPORATE ISSUERS
As of July 31, 2002, 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 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Unaudited financial statements for I & E Tropicals, Inc. as of the fiscal
quarter ended July 31, 2002 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
JULY 31, 2002
(UNAUDITED)
ASSETS
--------
CURRENT ASSETS
Cash $ 367
Loans receivable - stockholder 9,000
----------
Total Current Assets $ 9,367
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LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Due to stockholder $ 1,173
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STOCKHOLDERS EQUITY
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 (11,306)
----------
Total Stockholders Equity 8,194
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TOTAL STOCKHOLDERS EQUITY $ 9,367
==========
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 (Inception)
Ended July 31, To July 31,
2002 2001 2002
------------ ------------ --------------
REVENUES $ 735 $ - $ 735
EXPENSES
General and administrative 2,698 - 12,041
------------ ------------ --------------
NET (LOSS) $ (1,963) $ - $(11,306)
============ ============ ==============
(LOSS) PER SHARE $ - $ -
============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 1,950,000 500,000
============ ============
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 FLOW
(UNAUDITED)
Period From
Three Three July 1,1998
Months Ended Months Ended (Inception)
July 31, July 31, to July 31,
2002 2001 2002
---------------- ------------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(1,963) $- $(11,306)
Adjustments to reconcile net loss to
cash (used in) operating activities:
Common shares issued for services
Rendered - - 5,000
---------------- ------------------- ------------------
NET CASH (USED IN) OPERATING ACTIVITIES (1,963) - (6,306)
---------------- ------------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in loans receivable - stockholder - - (12,000)
Repayment of loans receivable - stockholder 2,000 - 3,000
---------------- ------------------- ------------------
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES 2,000 - (9,000)
---------------- ------------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - - 14,500
Increase in amount due to stockholder - - 1,173
---------------- ------------------- ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES - - 15,673
---------------- ------------------- ------------------
NET INCREASE IN CASH 37 - 367
CASH - BEGINNING 330 - -
---------------- ------------------- ------------------
CASH - ENDING $367 $- $367
================ ================== ==================
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
JULY 31, 2002
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. The company
is engaged in the importing and exporting of exotic marine life. The companys
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 Companys 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
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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 have been included. These financial statements
should be read in conjunction with the Companys financial statements and notes
thereto for the year ended April 30, 2002, included in the Companys Form 10-KSB
as filed with the SEC.
F-4
I & E TROPICALS, INC.
(F/K/A MEDIA ADVISORY GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
JULY 31, 2002
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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REVENUE RECOGNITION
- --------------------
Sales of exotic marine life are recognized upon delivery to the
customer.
(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 (a 100 to 1 stock
split). As a result of the stock split, the original 5,000 common shares issued
and outstanding 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.
F-5
I & E TROPICALS, INC.
(F/K/A MEDIA ADVISORY GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
JULY 31, 2002
NOTE 3. CAPITAL STOCK
--------------
On September 1, 2001, the Company offered 2,000,000 common shares for sale at
$.01 per share under Rule 504 of Regulation D of the Securities Act of 1933.
1,450,000 common shares were sold for cash totaling $14,500.
As of July 31, 2002, 1,950,000 common shares were issued and outstanding.
F-6
ITEM 2. PLAN OF OPERATION
It has been estimated that $125,000 wiH be required to provide the
necessary funds to complete the first year of operation on Andros Island in the
Bahamas. To meet this cash requirement the Company plans to sell convertible
promissory notes totaling $120,000 and fund the balance of its cash requirements
from cash on deposit and sales of exotic fish.
Prior to the start of the planned operations, the Company has obtained a
license to wholesale saltwater products, statewide, from the State of Florida.
The Company has subsequently, in this fiscal quarter, commenced sales of exotic
fish in South Florida, The Company intends to continue these South Florida
operations for an indefinite period of time.
-2-
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 IOSB 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: September 5. 2002 By: Brett DeWees /s/
-------------------
President
-3-
EXHIBIT 99.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 1 0-QSB of I &
E Tropicals, Inc. for the quarter ended July 31, 2002, I, Brett DeWees ,
President, Chief Executive Officer and Chief Financial Officer of I & E
Tropicals, Inc. hereby certify pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the
best of my knowledge and belief, that:
1. such Quarterly Report on Form 10-QSB for the quarter ended July 31,
2002, 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 such Quarterly Report on Form 10-QSB for
the quarter ended July 31, 2002, fairly presents, in all material
respects, the financial condition and results of operations of I & E
Tropicals, Inc.
By: Brett DeWees
--------------------
/s/ Brett DeWees
--------------------
President, Chief Executive Officer
and Chief Financial Officer