SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Quarter Ending September 30, 2003
LISTO, INC.
------------------------------------------------------------
(Exact name of registrant as it appears in its charter)
000-49705
------------------------
(Commission File Number)
Nevada 80-0011246
- --------------------------------------------------------------------------------
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
39612 North Central Avenue, Phoenix, Arizona 85086
------------------------------------------------------------
(Address of Principal Executive Office)
(602) 614-6081
---------------------------
Registrant's telephone number, including area code
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (b) of the Act:
Class A Common Stock $0.001 Par Value
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or 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
--- ---
At the end of the quarter ending September 30, 2003, there were 4,820,000 issued
and outstanding shares of the registrants common stock.
There is no active market for the registrant's securities.
1
TABLE OF CONTENTS
-----------------
ITEM I Page
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS ........................................... 3
BALANCE SHEETS .................................................... 3
STATEMENTS OF OPERATIONS .......................................... 4
STATEMENT OF STOCKHOLDERS' EQUITY ............................. 5 - 6
STATEMENTS OF CASH FLOWS .......................................... 7
NOTES TO UNAUDITED FINANCIAL STATEMENTS ....................... 8 - 11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION ........................... 12
The Company ....................................................... 12
Results of Operation .............................................. 12
Liquidity and Capital Resources ................................... 13
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS .............................................. 13
Item 2. CHANGES IN SECURITIES .......................................... 13
Item 3. DEFAULT UPON SENIOR SECURITIES ................................. 13
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ............ 13
Item 5. OTHER INFORMATION .............................................. 13
Item 6. EXHIBITS AND REPORTS ON FORM 8-K ............................... 14
SIGNATURES .................................................................. 14
CERTIFICATIONS ......................................................... 15 - 18
2
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Listo, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
--------------
(Unaudited)
ASSETS
------
September 30, June 30,
2003 2003
------------- -------------
CURRENT ASSETS
Cash $ 3,349 $ 4,340
Prepaid Rent - -
------------- -------------
Total Current Assets 3,349 4,340
------------- -------------
TOTAL ASSETS $ 3,349 $ 4,340
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
LIABILITIES
Current Liabilities
Payroll Taxes Payable $ 15,166 $ 4,098
Payable from Officer 100
Accounts Payable 5,500
------------- -------------
Total Current Liabilities 20,666 4,198
------------- -------------
STOCKHOLDERS' EQUITY
Common Stock, authorized is
25,000,000 shares. Issued and
outstanding on September 30, 2002 is
2,978,000 shares, on June 30, 2003
is 3,756,000 shares, and on
September 30, 2003 is 4,820,000
shares at par value $0.001 per share 4,820 3,756
Paid in Capital 498,940 288,004
Common Stock Subscribed (21,000)
(Deficit) accumulated during the
development stage (521,077) (270,618)
------------- -------------
Total Stockholders' Equity (17,317) 142
------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 3,349 $ 4,340
============= =============
The accompanying notes are an integral part of these statements
3
Listo, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
------------------------
(Unaudited)
<table>
<caption>
Period
Three Months Three Months 1/18/2002
Ended Ended (Inception) to
September 30, September 30, September 30,
2003 2002 2003
-------------- -------------- ----------------
INCOME
Revenue $ - $ - $ -
-------------- -------------- -----------------
EXPENSES
General and Administrative 63,859 19,521 269,137
Rent 2,950
Salaries 65,738 92,533
Organizational Expenses 96,000 96,000
Professional and Legal 21,912 63,407
-------------- -------------- ----------------
Total Expense 250,459 19,521 521,077
-------------- -------------- ----------------
Net (Loss) before Provision for
Income Taxes (250,459) (19,521) (521,077)
Provision for Income Taxes - - -
-------------- -------------- ----------------
NET (LOSS) $ (250,459) $ (19,521) $ (521,077)
============== ============== =================
Net (Loss) per Common Share 0.06 * 0.13
-------------- -------------- ----------------
Weighted Average Number of
Common Shares Outstanding 3,927,800 2,871,600 3,927,800
-------------- -------------- ----------------
* Less than $0.01
</table>
The accompanying notes are an integral part of these statements
4
Listo, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------
(Unaudited)
<table>
<caption>
Common Stock Accumulated
---------------------------------------------- Deficit
Price Paid in Stock 1/18/2002 Total
Date Shares Per Share Amount Capital Subscribed to 9/30/03 Equity
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Common Stock issued for services 4/6/02 2,000,000 $ 0.001 $ 2,000 $ - $ - $ - $ 2,000
Common Stock issued for cash 4/17/02 240,000 0.080 240 19,760 20,000
Common Stock issued for cash 4/17/02 9,697 0.330 10 3,408 3,418
Common Stock Subscribed 4/17/02 50,303 0.330 50 16,550 (16,600) -
Common Stock issued for services 4/17/02 150,000 0.260 150 39,850 40,000
Common Stock issued for services 4/28/02 500,000 0.001 500 500
Common Stock issued for cash 5/7/02 2,000 0.500 2 980 982
-
Net (Loss) (58,423) (58,423)
----------- ----------- ----------- ----------- ----------- -----------
Balance, June 30, 2002 2,952,000 2,952 80,548 (16,600) (58,423) 8,477
Proceeds from Stock Subscription 7/20/02 16,600 16,600
Common Stock issued for cash 7/22/02 20,000 0.500 20 9,980 10,000
Common Stock issued for cash 8/1/02 2,000 0.500 2 998 1,000
Common Stock issued for cash 8/5/02 4,000 0.500 4 1,996 2,000
Common Stock issued for cash 9/1/02 1,500 0.660 2 998 1,000
Common Stock issued for services 10/1/02 20,500 0.720 20 14,740 14,760
Common Stock issued for cash 12/9/02 20,000 0.250 20 4,980 5,000
Common Stock issued for cash 1/10/03 20,000 0.250 20 4,980 5,000
Common Stock issued for cash 1/16/03 20,000 0.250 20 4,980 5,000
Common Stock issued for services 1/16/03 12,000 0.250 12 2,988 3,000
Common Stock issued for cash 1/31/03 4,000 0.250 4 996 1,000
Common Stock issued for cash 2/7/03 100,000 0.250 100 19,900 20,000
Common Stock issued for cash 2/11/03 24,000 0.250 24 5,976 6,000
Common Stock issued for cash 2/18/03 4,000 0.250 4 996 1,000
Common Stock issued for cash 2/21/03 10,000 0.250 10 2,490 2,500
Common Stock issued for cash 3/5/03 18,000 0.250 18 4,482 4,500
Common Stock issued for cash 3/6/03 8,000 0.250 8 1,992 2,000
Common Stock issued for cash 3/13/03 4,000 0.250 4 996 1,000
Common Stock issued for cash 3/14/03 4,000 0.250 4 996 1,000
Common Stock issued for cash 3/18/03 10,000 0.250 10 2,490 2,500
Common Stock issued for cash 3/28/03 19,000 0.250 19 4,731 4,750
Common Stock issued for cash 4/7/03 60,000 0.200 60 11,940 12,000
Common Stock issued for services 4/7/03 21,000 0.250 21 5,229 5,250
Common Stock issued for cash 4/16/03 48,000 0.250 48 11,952 12,000
Common Stock issued for services 4/16/03 4,000 0.250 4 996 1,000
Common Stock issued for cash 4/28/03 32,000 0.250 32 7,968 8,000
Common Stock issued for services 4/28/03 4,000 0.250 4 996 1,000
Common Stock issued for cash 4/30/03 48,000 0.250 48 11,952 12,000
Common Stock issued for cash 5/5/03 6,000 0.250 6 1,494 1,500
Common Stock issued for cash 5/12/03 64,000 0.250 64 15,936 16,000
Common Stock issued for cash 5/20/03 20,000 0.250 20 4,980 5,000
Common Stock issued for services 5/20/03 40,000 0.250 40 9,960 10,000
5
STATEMENT OF STOCKHOLDERS' EQUITY - continued
Common Stock issued for cash 5/21/03 48,000 0.250 48 10,452 10,500
Common Stock Subscribed 5/21/03 4,000 0.250 4 996 (1,000) -
Common Stock Subscribed 6/30/03 80,000 0.250 80 19,920 (20,000) -
Net (Loss) (212,195) (212,195)
----------- ----------- ----------- ----------- ----------- -----------
Balance, June 30, 2003 3,756,000 3,756 288,004 (21,000) (270,618) 142
Proceeds from Stock Subscription 7/1/03 21,000 21,000
Recapitalization July 15, 2003 -
Common Shares Issued 7/15/03 440,000 0.001 440 (440) -
Common Stock issued for cash 7/25/03 24,000 0.500 24 11,976
Common Stock issued for cash 7/28/03 6,000 0.500 6 2,994
Common Stock issued for cash 7/31/03 6,000 0.500 6 2,994
Common Stock issued for cash 8/1/03 12,000 0.500 12 5,988
Common Stock issued for cash 8/5/03 26,000 0.500 26 12,974
Common Stock issued for cash 8/6/03 20,000 0.500 20 9,980
Common Stock issued for cash 8/11/03 58,000 0.500 58 28,942
Common Stock issued for cash 8/15/03 12,000 0.500 12 5,988
Common Stock issued for cash 8/18/03 10,000 0.500 10 4,990
Common Stock issued for cash 8/22/03 6,000 0.500 6 2,994
Common Stock issued for cash 8//25/03 12,000 0.500 12 5,988
Common Stock issued for services 8/27/03 20,000 0.500 20 9,980
Common Stock issued for cash 8/28/03 12,000 0.500 12 5,988
Common Stock issued for cash 9/15/03 400,000 0.250 400 99,600
Net (Loss) (250,459) (250,459)
----------- ----------- ----------- ----------- ----------- -----------
Balance, September 30, 2003 4,820,000 $ 4,820 $ 498,940 $ - $ (521,077) $ (229,317)
=========== =========== =========== =========== =========== ===========
</table>
The accompanying notes are an integral part of these statements
6
Listo, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
------------------------
(Unaudited)
<table>
<caption>
Period
Three Months Three Months January 18, 2002
Ended Ended (Inception)
September 30, September 30, September 30,
2003 2002 2003
--------------- --------------- ----------------
Cash Flows from Operating Activities
Net (Loss) $ (250,459) $ (19,512) $ (521,077)
Significant Non-Cash Transactions
Issued 2,650,000 common shares
for services valued at $42,500
during period ended June 30, 2002,
101,500 common shares for services
valued at $35,010 during year ended
June 30, 2003 and 20,000 common
shares for services valued $10,000
during period ended Sep 30, 2003 10,000 87,510
Changes in assets and liabilities
Prepaid Rent (10,950)
Accounts Payable 5,500 5,500
Payroll Taxes Payable 11,068 15,166
Payable From Officer (100)
--------------- --------------- ----------------
Net Cash Used by Operations (223,991) (30,462) (412,901)
--------------- --------------- ----------------
Cash Flow Used in Investing Activities - - -
--------------- --------------- ----------------
Cash Flows from Financing Activities
Proceeds from Stock Subscriptions 21,000 16,600
Proceeds from Stock Sales 202,000 13,000 416,250
--------------- --------------- ----------------
Cash Flows from Financing Activities 223,000 29,600 416,250
--------------- --------------- ----------------
Net Increase in Cash (991) (862) 3,349
Cash, Beginning of Period 4,340 977 -
--------------- --------------- ----------------
Cash, End of Period $ 3,349 $ 115 $ 3,349
=============== =============== ================
Significant Non-Cash Trasactions
For year ended June 30, 2002, Common Stock Issued included 50,303 shares paid
for in July 2002.
For year ended June 30, 2003, Common Stock Issued included 84,000 shares paid
for in July 2003.
Supplemental Information:
The amount of interest and taxes paid for the above period was $0.00.
The accompanying notes are an integral part of these statements
7
Listo, Inc.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1. GENERAL ORGANIZATION AND BUSINESS
Listo, Inc., (the Company) was organized in the state of Nevada on January 18,
2002. The Company is currently in its development stage and to date its
activities have been limited to organization and capital formation. The Company
currently has no operations and, in accordance with SFAS No. 7, is considered a
development stage company. The Company's fiscal year end is June 30.
On July 15, 2003 the Company acquired all of the outstanding stock of GBO
Corporation, a Nevada Corporation in a stock exchange transaction. This was
accounted for as a re-capitalization with the surviving legal entity being GBO
and the accounting history being that of Listo, Inc. GBO immediately initiated a
name change to Listo, Inc.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As of September 30, 2003 the Company has no assets except for cash and also has
no operations. The relevant accounting policies and procedures are listed below:
Accounting Basis
The basis is accounting principles generally accepted in the United States.
Earnings per Share
The basic earnings (loss) per share is calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year.
The Company has no potentially dilutive securities outstanding at the end of the
statement periods. Therefore, the basic and diluted earnings (loss) per share
are presented on the face of the statement of operations as the same number.
The Company has not issued any options or warrants or similar securities since
inception.
Stock Based Compensation
The Company accounts for its stock based compensation based upon provisions in
SFAS No. 123, Accounting for Stock-Based Compensation. In this statement stock
based compensation is divided into two general categories, based upon who the
stock receiver is, namely: employees/directors and non-employees/directors. The
employees/directors category is further divided based upon the particular stock
issuance plan, namely compensatory and non-compensatory. The employee/directors
non-compensatory securities are recorded at the sales price when the stock is
sold. The compensatory stock is calculated and recorded at the securities' fair
value at the time the stock is given.
SFAS 123 also provides that stock compensation paid to non-employees be recorded
with a value which is based upon the fair value of the services rendered or the
value of the stock given, whichever is more reliable. The common stock paid to
non-employees was valued at the value of the services rendered.
8
Income Taxes
The provision for income taxes is the total of the current taxes payable and the
net of the change in the deferred income taxes. Provision is made for the
deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Advertising
Advertising is expensed when incurred. There has been no advertising since
inception.
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 of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern, which contemplates the realization of
assets and the liquidation of liabilities in the normal course of business.
However the Company has neither a current source of revenue, nor operations.
Without realization of additional capital, it would be unlikely for the Company
to continue as a going concern. It is management's plan to seek additional
capital through a merger with an existing operating company.
NOTE 4. STOCKHOLDERS' EQUITY
At inception the Company had 25,000,000 shares of common stock authorized. The
shareholders have all of the rights afforded Nevada shareholders.
Par value is $0.001 per common share.
There are no warrants or options outstanding to acquire any additional shares of
common stock.
The Company was initially capitalized on January 18, 2002. Also, $42,500 of
value was given in services for which 2,650,000 shares of stock were issued at
par value. Afterward, 1,608,100 shares of common stock were sold for $416,250,
and an additional 121,500 shares were given for services valued at $45,010 as
shown in the statement of stockholders' equity
9
NOTE 5. RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 5. INCOME TAXES
The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is estimated at $114,637, which is calculated by multiplying
a 22% estimated tax rate by the two items making up the deferred tax account,
the accumulated NOL of $521,077. The total valuation allowance is a comparable
$114,637
The provision for income taxes is comprised of the net change in deferred taxes
less the valuation account plus the current taxes payable as shown in the chart
below.
9/30/03 2003 2002
------- ------- -------
Net change in deferred taxes $55,100 $46,683 $12,853
Valuation Account (55,100) (46,683) (12,853)
Current taxes payable 0 0 0
-------- ------- -------
Provision for Income Taxes $ 0 $ 0 $ 0
======== ======= =======
Below is a chart showing the federal net operating losses and the year in which
it will expire.
Year Amount Expiration
--------- ----------
2002 $ 58,423 2022
2003 212,195 2023
9/30/03 250,459 2024
---------
Total $521,077
=========
Internal Revenue Code (IRC) Section 382 restricts the amount of net operating
loss carry forward that can be utilized in a year if there has been a fifty
percent ownership change. Because of the re-capitalization done July 15, 2003
ownership percentages have changed. However, because the valuation allowance
account established effectively negates any need for an in depth review of stock
ownership changes, no analysis was performed on stock ownership to verify if the
Listo, Inc. ownership would be covered by IRC Section 382.
10
Note 6. OPERATING LEASES AND OTHER COMMITMENTS:
The Company leases office space in Phoenix and in Mexico. The leases have
expired as of July 15, 2003. However, it is expected that they will be renewed.
The five-year projection of these future obligations follows:
Year 1 Year 2 Year 3 Year 4 Year 5
Operating Leases, etc $30,000 $30,000 $30,000 $30,000 $30,000
Note 8. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Below is a listing of the most recent accounting standards SFAS 145-150 and
their effect on the Company.
SFAS 146 Accounting for Costs Associated with Exit or Disposal Activities
This statement requires companies to recognize costs associated with exit or
disposal activities, other than SFAS 143 costs, when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Examples of these
costs are lease termination costs, employee severance costs associated with
restructuring, discontinued operation, plant closing, or other exit or disposal
activity. This statement is effective after December 15, 2002.
SFAS 147 Acquisitions of Certain Financial Institutions - an amendment of FASB
Statement No. 72 and 144 and FASB Interpretation No. 9.
This statement makes the acquisition of financial institutions come under the
statements 141 and 142 instead of statement 72, 144 and FASB Interpretation No.
9. This statement is applicable for acquisition on or after October 1, 2002.
SFAS 148 Accounting for Stock-Based Compensation - Transition and Disclosure
Amends FASB 123 to provide alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.
SFAS 149 Amendment of Statement 133 on Derivative Instruments and Hedging
Activities
This Statement amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives) and for hedging
activities under FASB Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities.
SFAS 150 Financial Instruments with Characteristics of both Liabilities and
Equity
This statement requires that such instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial instruments entered into
or modified after May 31, 2003.
The adoption of these new Statements is not expected to have a material effect
on the Company's current financial position, results or operations, or cash
flows. These standards will have an impact if the Company merges with an
operating entity.
11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
The Company
Listo, Inc (the "Company", "us" or "we") was incorporated in the State of Nevada
on January 18, 2002, as GBO Corporation. Effective July, 15, 2003, the Company
merged with Listo, Inc., a private Nevada corporation, and changed its name to
Listo, Inc. The Company's plan is to acquire residential and commercial real
estate in the resort town of Puerto Penasco, Mexico, located 60 miles southwest
of the Arizona border town of Lukeville, for resale or development. Listo, Inc.
is a development stage company that does not as yet own any property and has not
generated any revenues from operations..
Listo, Inc. currently plans to conduct the following business activities:
acquire, manage, and develop income-producing real property in Puerto Penasco,
Mexico and acquire real property in Puerto Penasco, Mexico for long-term capital
gains. The Company's plan of operations also includes identifying suitable
companies that own land and/or income-producing property in Puerto Penasco,
Mexico for purposes of acquisition.
Results of Operation
The Company's only operations during this quarter consisted of (i)
reorganizational activities related to the merger of the Company with Listo,
Inc., a Nevada corporation, effective July 15, 2003, (ii) investigating possible
opportunities in furtherance of the Company's plans to purchase and develop
commercial and residential real estate projects in Puerto Penasco, Mexico, and
(iii) capital raising activities related thereto (See "Changes in Securities").
The Company's capital is limited. The Company anticipates operational costs will
be limited until such time as significant efforts have been undertaken regarding
the purchase, development and marketing of its first real estate project.
Our success is materially dependent upon our ability to satisfy additional
financing requirements. We are reviewing our options to raise additional
capital. In order to satisfy our requisite budget, management has held and
continues to conduct negotiations with various investors. We anticipate that
these negotiations will result in additional investment capital for us.
Our operations involve risks and uncertainties and actual results could fail as
a result of a number of factors. We anticipate that we will need to raise
additional capital to develop, promote, and conduct our operations. Additional
capital may be raised through public or private financing as well as borrowings
and other sources. There can be no assurance that additional funding will be
available under favorable terms. If adequate funds are not available, we may be
required to curtail operations significantly or to obtain funds through entering
into arrangements with collaborative partners or others that may require us to
relinquish rights to certain products and services that we would not otherwise
relinquish.
The Company generated $0 in revenue during the period covered by this Report.
Net losses for the Quarter ending September 30, 2003, of $250,459 primarily
attributable to costs related to the merger, general and administrative costs,
and costs related to researching the viability potential of projects for the
Company. The Company had total assets of $3,349 and total current liabilities of
$20,666. The Company had $3349 in cash. The Company expects to continue to incur
losses at least through fiscal year 2003, and there can be no assurance that the
Company will achieve or maintain profitability, generate revenue or sustain
future growth.
12
Liquidity and Capital Resources
At September 30, 2003, the Company's total assets of $3349 were exceeded by
current liabilities of $20,666. We had cash on hand of $3349.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
None
Item 2. CHANGES IN SECURITIES
During the three-month period ending September 30, 2003, the Company issued a
total of 616,000 shares of its unregistered common stock to 22 investors for a
total value to the Company of $196,000. The Company issued an additional 20,000
shares of its unregistered common stock for services rendered for a total value
to the Company of $1,000.
The aforementioned securities were issued under the exemption from registration
provided by Regulation D and Section 4(2) of the Securities Act of 1933, as
amended. We believed this exemption is available because these issuances were
transactions not involving a public offering. There was no general solicitation
or advertising used to offer our shares. Each investor had the knowledge and
experience in financial and business matters to evaluate the merits and risks of
this prospective investment and therefore was either accredited or sufficiently
sophisticated to undertake such an investment. Further, securities were not
offered or sold to more than thirty-five (35) unaccredited investors.
We have never utilized an underwriter for an offering of our securities.
Item 3. DEFAULT UPON SENIOR SECURITIES.
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 15, 2003, GBO, Inc. (the "Company" or "Registrant") entered into a Plan
of Merger with Listo, Inc.("Listo"), a private Nevada corporation, providing
that the Company issue one share of its common stock for each share owned by the
shareholders of Listo. The transaction was approved by written consent of the
shareholders of the Company and Listo and no shareholders of Listo or the
Company exercised their right to dissent to the merger, therefore, all 3,676,000
of the issued and outstanding shares of Listo were acquired by the Company.
Articles of Merger were filed with the Nevada Secretary of State on July 15,
2003, providing that the effective date of the merger is June 1, 2003 and
changing the name of the Company to Listo, Inc. The Company filed a Form 8-K on
July 27,2003, reporting the material facts of the merger. On September 3, 2003,
the shareholders authorized the Company to file a Certificate of Correction with
the Nevada Secretary of State changing the effective date of the merger to July
15, 2003. On September 29, 2003, the Company filed an Amended Form 8-K reporting
the change in the effective date of the merger.
Item 5. OTHER INFORMATION.
None
13
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
31.1 Certificate of CEO as Required by Rule 13a-14(a)/15d-14
31.2 Certificate of CFO as Required by Rule 13a-14(a)/15d-14
32.1 Certificate of CEO as Required by Rule Rule 13a-14(b) and Rule
15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63
of Title 18 of the United States Code
32.2 Certificate of CFO as Required by Rule Rule 13a-14(b) and Rule
15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63
of Title 18 of the United States Code
(b) Reports of Form 8-K.
Form 8K filed on August 13, 2003 and thereafter amended on September
4, 2003 and September 29, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 14, 2003 LISTO, INC.
By: /s/ Robert L. Smart
-----------------------
Robert L. Smart
President
14
EXHIBIT 31.1
CERTIFICATION
I, Robert L. Smart, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of LISTO, 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
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 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 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: November 14, 2003
/s/ Robert L. Smart
- ------------------------
By: Robert L. Smart, CEO
15
EXHIBIT 31.2
CERTIFICATION
I, Robert L. Smart, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of LISTO, 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
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 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 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: November 14, 2003
/s/ Robert L. Smart
- ------------------------
By: Robert L. Smart, CFO
16
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of LISTO, INC. (the "Company") on Form
10-QSB for the period ended September 30, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Robert L. Smart, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ Robert L. Smart
--------------------------
Date: November 14, 2003 Robert L. Smart
Chief Executive Officer
17
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of LISTO, INC. (the "Company") on Form
10-QSB for the period ended September 30, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Robert L. Smart, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/Robert L. Smart
---------------------------
Date: November 14, 2003 Robert L. Smart
Chief Financial Officer
18