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 quarterly period ended September 30, 2003
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from ______________ to ______________
Commission file number: 000-32761
DAKOTA DISTRIBUTION, INC.
--------------------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 86-1024813
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8776 East Shea, Suite B3A323, Scottsdale, AZ 85260
------------------------------------------
(Address of principal executive office) (Zip Code)
602-821-6492
---------------------
(Issuer's 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 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 XX No
---- ----
The number of outstanding shares of the issuer's common stock, $0.001 par value,
as of September 30, 2003 was 1,000,000.
1
DAKOTA DISTRIBUTION, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
Part I Financial Information Page
Item 1. Financial Statements:
Condensed Balance Sheets
September 30, 2003 (unaudited) and December 31, 2002 ................. 3
Unaudited Condensed Statements of Operations for the
three and nine months ended September 30, 2003, and 2002,
and cummulative from inception on July 16,1998 through
September 30, 2003 ................................................... 4
Unaudited Condensed Statements of Cash Flows for the
nine months ended September 30, 2003, and 2002, and cummulative
from inception on July 16,1998 through September 30, 2003 ............ 5
Statement of Changes in Stockholders' equity for the period from
July 16,1998 to September 30,, 2003 (unaudited) ..................... 6
Notes to Financial Statements (unaudited) ............................ 7
Item 2. Plan of operation .................................................... 7
Part II Other Information
Item 1. Legal Proceedings .................................................... 7
Item 2. Changes in Securities ................................................ 7
Item 6. Exhibits and Reports on Form 8-K ..................................... 7
Signatures ................................................................... 8
2
Part I Financial Information
Item 1. Financial Statements
DAKOTA DISTRIBUTION, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
September 30, December 31,
2003 2002
-------------- --------------
(unaudited)
ASSETS
------------
ASSETS $ - $ -
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
Shareholder advances $ 18,895 $ 15,575
-------------- --------------
Total Current Liabilities 18,895 15,575
-------------- --------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $.001, 25,000,000
shares authorized,1,000,000 issued and
outstanding 1,000 1,000
Paid-in capital 1,800 1,800
(Deficit) accumulated during the
development stage (21,695) (18,375)
-------------- --------------
Total Stockholders' Equity (Deficit) (18,895) (15,575)
-------------- --------------
$ - $ -
============== ==============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
3
DAKOTA DISTRIBUTION, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<table>
<caption>
Cumulative
from
July 16,
Three Months Ended Nine Months Ended 1998
September 30, September 30, (Inception)
------------------------- ------------------------- to
2003 2002 2003 2002 September 30, 2003
------------ ------------ ------------ ------------ ----------------
REVENUES $ - $ - $ - $ - $ -
------------ ------------ ------------ ------------ ----------------
EXPENSES
General and administrative 1,285 875 3,320 3,460 21,695
------------ ------------ ------------ ------------ ----------------
Total expenses 1,285 875 3,320 3,460 21,695
------------ ------------ ------------ ------------ ----------------
NET (LOSS) $ (1,285) $ (875) $ (3,320) $ (3,460) $ (21,695)
============ ============ ============ ============ ================
NET (LOSS) PER SHARE * * * *
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,000,000 1,000,000 1,000,000 1,000,000
============ ============ ============ ============
* less than $.01 per share
</table>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
DAKOTA DISTRIBUTION, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<table>
<caption>
Cumulative
from
July 16,
Nine Months Ended 1998
September 30, (Inception)
------------------------- to
2003 2002 September 30, 2003
------------ ------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net ( loss) $ (3,320) $ (3,460) $ (21,695)
------------ ------------ ------------------
Net Cash (Used) by Operating Activities (3,320) (3,460) (21,695)
------------ ------------ ------------------
FINANCING ACTIVITIES
Shareholder advances 3,320 3,460 18,895
Proceeds from sale of common stock 2,800
------------ ------------ ------------------
------------ ------------ ------------------
Net Cash Provided by Financing Activities 3,320 3,460 21,695
------------ ------------ ------------------
NET (DECREASE) IN CASH - - -
CASH AT BEGINNING OF PERIOD, - - -
------------ ------------ ------------------
CASH AT END OF PERIOD $ - $ - $ -
============ ============ ==================
</table>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
5
DAKOTA DISTRIBUTION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
<table>
<caption>
(Deficit)
Accumulated
Common Stock During the
------------------------- Paid-in Development
Shares Amount Capital Stage Total
------------ ------------ ------------ ------------ ------------
Balances, at inception - $ - $ - $ - $ -
July 16, 1998:
Proceeds from sale of common
stock at $.01 per share 200,000 200 1,800 2,000
Proceeds from sale of common
stock at par value $.001 800,000 800 800
Net (loss) for the period (2,385) (2,385)
------------ ------------ ------------ ------------ ------------
Balances, December 31, 1998 1,000,000 1,000 1,800 (2,385) 415
Net (loss) for the year (2,985) (2,985)
------------ ------------ ------------ ------------ ------------
Balances, December 31, 1999 1,000,000 1,000 1,800 (5,370) (2,570)
Net (loss) for the year (2,985) (2,985)
------------ ------------ ------------ ------------ ------------
Balances, December 31, 2000 1,000,000 1,000 1,800 (8,355) (5,555)
Net (loss) for the year (5,685) (5,685)
------------ ------------ ------------ ------------ ------------
Balances, December 31, 2001 1,000,000 1,000 1,800 (14,040) (11,240)
Net (loss) for the nine months (4,335) (4,335)
------------ ------------ ------------ ------------ ------------
Balances, December 31, 2002 1,000,000 1,000 1,800 (18,375) (15,575)
(Unaudited)
Net (loss) for the nine months (3,320) (3,320)
------------ ------------ ------------ ------------ ------------
Balances, September 30, 2003 (unaduited) 1,000,000 $ 1,000 $ 1,800 $ (21,695) $ (18,895)
============ ============ ============ ============ ============
</table>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
6
Note 1. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation of the
Company's financial position as of September 30, 2003 and the results of its
operations and cash flows for the three and none months ended September 30, 2003
and 2002 have been made. Operating results for the three months ended September
30, 2003 are not necessarily indicative of the results that may be expected for
the year ended December 31, 2003.
These condensed financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Company's Form 10-KSB
for the year ended December 31, 2002.
ITEM 2. PLAN OF OPERATION
For the near term, the Company continues to seek merger and/or acquisition
candidates. It has had no operations since inception and is financially
dependent on its shareholders, and unrelated parties who have financed its
existence to date. Management of the Company believes that its shareholders and
unrelated parties will continue to provide the finances the Company requires
until it can raise additional capital with which to pursue ventures similar to
the ones it has previously sought.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
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 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
32.1 Certificate of CFO as Required by 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 on Form 8-K
None
7
SIGNATURE
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
DAKOTA DISTRIBUTION, INC.
(Registrant)
Date: December 04, 2003
By:/s/Kevin Ericksteen
- ----------------------------
Kevin Ericksteen
President and Director
8
EXHIBIT 31.1
CERTIFICATION
I, Kevin Ericksteen, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of DAKOTA DISTRIBUTION,
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: December 04, 2003
/s/ Kevin Ericksteen
- ------------------------
By: Kevin Ericksteen, CEO
9
EXHIBIT 31.2
CERTIFICATION
I, Kevin Ericksteen, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of DAKOTA DISTRIBUTION,
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: December 04, 2003
/s/ Kevin Ericksteen
- -------------------------
By: Kevin Ericksteen, CFO
10
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 DAKOTA DISTRIBUTION, 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,
Kevin Ericksteen, 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/ Kevin Ericksteen
---------------------------
Date: December 04, 2003 Kevin Ericksteen
Chief Financial Officer
11
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 DAKOTA DISTRIBUTION, 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,
Kevin Ericksteen, 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/ Kevin Ericksteen
--------------------------
Date: December 04, 2003 Kevin Ericksteen
Chief Executive Officer
12