UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended June 30, 2003.
[ ] Transition report under Section 13 or 15(d) of the Exchange Act For the
transition period from _____________ to _____________.
Commission File Number: 0-49763
-------
eXmailit.com
------------
(Exact name of Registrant as specified in its charter)
Nevada 88-0469593
------ ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization
530-999 West Hastings
Vancouver, B.C., Canada V6C 2W2
-------------------------------
(Address of principal executive offices) (Zip Code)
(604) 688-4060
--------------
(Registrant's telephone number, including area code)
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 [X] No [ ]
The number of shares outstanding of the registrant's common stock as of
October 10, 2003 was 4,000,000.
Registrant's common stock is listed on the OTC Bulletin Board under the
symbol "EXMA."
Transitional Small Business Disclosure Format: Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to eXmailit.com, a Nevada
corporation, and its subsidiaries and predecessors, unless otherwise indicated.
Consolidated, unedited, condensed interim financial statements including a
balance sheet for the Company as of the quarter ended June 30, 2003, statement
of operations, statement of shareholders equity and statement of cash flows for
the interim period up to the date of such balance sheet and the comparable
periods of the preceding year are attached hereto beginning on Page F-1 and are
incorporated herein by this reference.
The consolidated financial statements for the Company included herein are
unaudited but reflect, in management's opinion, all adjustments, consisting only
of normal recurring adjustments, that are necessary for a fair presentation of
the Company's financial position and the results of its operations for the
interim periods presented. Because of the nature of the Company's business, the
results of operations for the three months ended June 30, 2003 are not
necessarily indicative of the results that may be expected for the full fiscal
year. The financial statements included herein should be read in conjunction
with the financial statements and notes thereto included in the Form 10-KSB for
the year ended December 31, 2002.
2
eXmailit.com
A DEVELOPMENT STAGE COMPANY
INTERIM STATEMENT OF FINANCIAL POSITION
Unaudited - see the Review Engagement Report
- --------------------------------------------------------------------------------
AS AT AS AT
JUNE 30 31 DECEMBER
2003 2002
-----------------------------
CURRENT ASSETS
Cash $ 12,539 $ 19,295
-----------------------------
Total current assets 12,539 19,295
-----------------------------
EQUIPMENT AND SOFTWARE, NOTE 3
Office and computer equipment
and software, at cost 14,560 14,560
Accumulated amortization 7,238 6,557
-----------------------------
Unamortized cost 7,332 8,003
-----------------------------
-----------------------------
TOTAL ASSETS $ 19,861 $ 27,298
=============================
CURRENT LIABILITIES
Accounts payable $ 1,901 $ 2,250
Loans payable, Note 4 75,000 75,000
-----------------------------
Total current liabilities 76,901 77,250
-----------------------------
STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
Share capital, Note 5 4,000 4,000
Additional paid in capital 49,000 49,000
Currency translation adjustment 3,639 1,691
Deficit accumulated during the development stage (113,679) (104,643)
-----------------------------
Total stockholders'equity (deficiency in asset (57,040) (49,952)
=============================
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS $ 19,861 $ 27,298
=============================
- --------------------------------------------------------------------------------
Parker & Co., Chartered Accountants
F-1
eXmailit.com
A DEVELOPMENT STAGE COMPANY
INTERIM STATEMENT OF RESULTS OF OPERATIONS
Unaudited - see the Review Engagement Report
- --------------------------------------------------------------------------------
FROM
FOR THE THREE FOR THE SIX INCEPTION,
MONTHS ENDED MONTHS ENDED 6 APRIL
-------------------------------------------------2000 TO
30 JUNE 30 JUNE 30 JUNE 30 JUNE 30 JUNE
2003 2002 2003 2002 2003
---------------------------------------------------------------
EXPENSES
Accounting, legal and
professional fees $ 4,231 $ 3,860 $ 7,492 $ 71,196 $66,508
Advertising - - - - 647
Bank charges and interest 108 58 152 87 956
Dues and subscriptions - - - 75 1,816
Telephone 61 356 201 72 4,611
Utilities - - - - 153
Rent - - - - 7,445
Postage and courier 88 - 187 53 645
Office supplies - 75 - 16 3,397
Filing and registration fees 193 3,753 333 3,753 4,159
Travel and entertainment - - - - 7,621
Amortization 406 2,047 681 2,787 11,950
Exchange losses - 167 - 1,141 4,335
--------------------------------------------------------------
Total expenses 5,087 10,316 9,046 15,978 114,243
--------------------------------------------------------------
OTHER INCOME
Interest earned - - - - 554
Exchange gain - - 10 - 10
--------------------------------------------------------------
Total Other Income - - 10 - 564
--------------------------------------------------------------
LOSS BEFORE INCOME TAXES (5,087) (10,316) (9,036) (15,978) (113,679)
INCOME TAXES, NOTE 7 - - - - -
--------------------------------------------------------------
LOSS ($5,087) ($10,316) ($9,036) ($15,978) ($113,679)
==============================================================
LOSS PER SHARE, NOTE 8 ($0.00) ($0.00) ($0.00) ($0.00) ($0.03)
==============================================================
WEIGHTED AVERAGE NUMBER
OF SHARES 4,000,000 4,000,000 4,000,000 4,000,000 3,552,700
==============================================================
- --------------------------------------------------------------------------------
Parker & Co., Chartered Accountants
F-2
eXmailit.com
A DEVELOPMENT STAGE COMPANY
INTERIM STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS AND SIX MONTHS ENDED 30 JUNE 2003 AND 2002 AND
FROM INCEPTION, 6 APRIL 2000 TO 30 JUNE 2003 Unaudited - See the Review
Engagement Report
- ----------------------------------------------------------------------------------------
COMMON COMMON ADDITIONAL CURRENCY
STOCK STOCK PAID IN TRANSLATION
CONSIDERATION ISSUED AMOUNT CAPITAL DEFICIT ADJUSTMENT TOTAL
- ----------------------------------------------------------------------------------------
Private placement
for cash on
10 April 2000 3,000,000 $ 3,000 $ 0 $ 0 $ 3,000
Net loss from
inception, 6 April
2000 to 31 December
2000 ($28,224) (28,224)
--------------------------------------------------------------------
Balance as at
31 December 2000 3,000,000 3,000 - (28,224) - (25,224)
Private placement
for cash on
20 September 2001 1,000,000 1,000 49,000 50,000
Net loss for the
year ended
31 December 2001 (46,241) (46,241)
-----------------------------------------------------------------------
Balance as at 31
December 2001 4,000,000 4,000 49,000 (74,465) - (21,465)
-----------------------------------------------------------------------
Net loss for the
year ended
December 31, 2002 (30,178) (30,178)
Currenty translation
adjustment change
for the year ended
31 December 2002 1,691 1,691
------------------------------------------------------------------------
Balance as at
31 December 2002 4,000,000 4,000 49,000 (104,643) 1,691 (49,952)
Net loss for the
six month ended
30 June 2003 (9,036) (9,036)
Currency translation
adjustment change
for the six months ended
30 June 2003 1,948 1,948
------------------------------------------------------------------------
Balance as at
30 June 2003 4,000,000 $4,000 $49,000 ($113,679) $3,639 ($57,040)
========================================================================
-----------------------------------------------------------------------------
Parker & Co., Chartered Accountants
F-3
eXmailit.com
A DEVELOPMENT STAGE COMPANY
INTERIM STATEMENT OF CASH FLOWS
Unaudited - see the Review Engagement Report
- --------------------------------------------------------------------------------
FROM
FOR THE THREE FOR THE SIX INCEPTION,
MONTHS ENDED MONTHS ENDED 6 APRIL
-------------------- ---------------------- 2000 TO
30 JUNE 30 JUNE 30 JUNE 30 JUNE 30 JUNE
2003 2002 2003 2002 2003
--------------------------------------------------------
CASH PROVIDED (USED)
FROM OPERATIONS
Net loss ($5,087) ($10,316) ($9,036) ($15,978) ($113,679)
Items not involving cash
Amortization of equipment
and software cost 406 2,047 681 11,950 2,787
Office equipment exchanged
for consulting services - - - - 15,354
---------------------------------------------------------
Total cash used for the loss (4,681) (8,269) (8,355) (13,191) (86,375)
Changes in working capital
other than cash
Accounts payable (417) (523) (349) (548) 1,901
Loan payable - - - - 75,000
---------------------------------------------------------
Total changes in
working capital (417) (523) (349) (548) 76,901
---------------------------------------------------------
Total cash used in operations (5,098) (8,792) (8,704) (13,739) (9,474)
---------------------------------------------------------
CASH PROVIDED (USED) BY
INVESTMENT ACTIVITY
Acquisition of equipment
and software - (2,830) - (2,830) (34,626)
---------------------------------------------------------
CASH PROVIDED (USED) BY
FINANCING ACTIVITY
Issue of common stock - - - - 53,000
Currency translation adjustment 1,090 2,448 1,948 2,448 3,639
---------------------------------------------------------
Total cash provided
by financing 1,090 2,448 1,948 2,448 56,639
---------------------------------------------------------
CASH CHANGE (4,008) (9,174) (6,756) (14,121) 12,539
CASH BEGINNING 16,547 41,666 19,295 46,613 -
---------------------------------------------------------
CASH ENDING $ 12,539 $ 32,492 $ 12,539 $ 32,492 $ 12,539
=========================================================
COMPRISED OF:
Cash $ 12,539 $ 32,492 $ 12,539 $ 32,492 $ 12,539
=========================================================
- ---------------------------------------------------------------------------------
Parker & Co., Chartered Accountants
F-4
A DEVELOPMENT STAGE COMPANY
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED 30 JUNE 2003 AND FROM INCEPTION, 6
APRIL 2000 TO 30 JUNE 2003 Unaudited - see the Review Engagement Report
- --------------------------------------------------------------------------------
Note 1 THE CORPORATION AND ITS BUSINESS
eXmailit.com was incorporated in the State of Nevada, United States on 6 April
2000. The company has a total of 100,000,000 authorized shares with a par value
of $0.001 per share with 4,000,000 shares issued and outstanding as at 30 June
2003.
The company has offices in Vancouver, British Columbia, Canada. The company has
been organized to operate an online email to mail service network on the
internet. The company is a development stage company which has not derived any
revenue from its operations. The fiscal year end of the company is 31 December.
Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
These financial statements have been prepared using United States Generally
Accepted Accounting Principles as established by the American Institute of
Certified Public Accountants and have been stated in United States dollars
rounded to the nearest whole dollar except for the loss per share which has been
rounded to the nearest cent. These accounting principles are applicable to a
going concern, which contemplates the realization and liquidation of liabilities
in the normal course of business. Current business activities have just begun
and insufficient revenue has been generated to sustain the company as a going
concern without the infusion of additional capital.
Assets and liabilities of operations in foreign countries are translated into
United States dollars using the exchange rate at the statement of financial
position date for monetory assets and liabilities or the historical exchange
rates for the nonmonetory assets. Accordingly, the company's primary functional
currency is the Canadian dollar and as a result the company operates a Canadian
dollar bank account which was translated into United States of America dollars
at the exchange rate at the statement of financial position date. Transactions
made in Canadian dollars or other foreign currencies were translated at the
average exchange rates prevailing throughout the year. The effects of exchange
rate fluctuations on translating foreign currency assets and liabilities into
United States dollars are included in stockholders' equity, while gains and
losses resulting from foreign currency transactions are included in operations.
Revenue is recorded as a sale at the time the services contracted for have been
completed. Costs are recorded at the time an obligation to pay occurs and are
expensed at the time the benefit to the company is matched to revenue or, if
there is no matching revenue, to the period in which the benefit is realized.
Equipment and software are all amortized at 20% on the declining balance.
F-5
eXmailit.com
A DEVELOPMENT STAGE COMPANY
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED 30 JUNE 2003 AND FROM INCEPTION, 6
APRIL 2000 TO 30 JUNE 2003 Unaudited - see the Review Engagement Report
- --------------------------------------------------------------------------------
Note 3 EQUIPMENT AND COMPUTER SOFTWARE
ACCUMULATED UNAMORTIZED UNAMORTIZED
AT COST AMORTIZATION COST COST
30 JUNE 30 JUNE 30 JUNE 31 DECEMBER
COMPRISED OF: 2003 2003 2002 2002
---------------------------------------------------------
Office furniture $1,982 $ 902 $ 1,080 $ 1,174
Computer equipment 2,828 2,147 681 783
Computer software 5,616 2,371 3,245 3,528
Leasehold improvements 4,134 1,818 2,316 2,518
----------- ---------- ------------- ------------
$14,560 $7,238 $ 7,322 $ 8,003
=========== ========== ============== ============
Note 4 LOANS PAYABLE
The loans payable were repayable on August 12, 2001. Interest at the rate of 15%
per annum may be charged after the loans maturity at the option of the holder.
If payment is not paid within 30 days of the due date, then liquidation damages
equal to 5% of the overdue amount will be added to the balance owing. The
interest to 30 June 2003 and the liquidation damages have been waived and the
loans repayment terms have been extended indefinitely, with a provision that the
notes cannot be demanded.
NOTE 5 SHARE CAPITAL
The authorized share capital is 100,000,000 shares with a par value of $0.001.
4,000,000 common share have been issued as follows:
ADDITIONAL
SHARE PAID IN
CONSIDERATION DATE ISSUED CAPITAL CAPITAL TOTAL
- --------------------------------------------------------------------------------
Private placement
for cash 10 April 2000 3,000,000 $3,000 $ 0 $ 3,000
Private placement
for cash 20 September 2001 1,000,000 1,000 49,000 50,000
-------------------------------------------------------------
Balance as at 30 June 2003 4,000,000 $4,000 $49,000 $53,000
========= ====== ======= =======
F-6
eXmailit.com
A DEVELOPMENT STAGE COMPANY
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED 30 JUNE 2003 AND FROM INCEPTION, 6
APRIL 2000 TO 30 JUNE 2003 Unaudited - see the Review Engagement Report
- --------------------------------------------------------------------------------
Note 6 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On 12 August 2000, Robert Gardner, an officer and director, loaned the company
$75,000, repayable on 12 August 2001 at an interest rate of 15% per annum, at
the option of the holder. The terms of the loan payable provide that if payment
is not made within 30 days of the due date, then liquidation damages equal to 5%
of the overdue amount will be added to the balance owing. The interest to and
including 30 September 2002 and the liquidation damages have been waived by Mr.
Gardner and the loan repayment has been extended indefinitely, with a provision
that the note cannot be demanded.
The company is currently using the business offices of Robert Gardner, an
officer and director, at 999 West Hastings Street, Suite 530, Vancouver, B.C.
Canada, on a rent-free basis. There is no written lease agreement or other
material terms or arrangements relating to the company's agreement with Mr.
Gardner to use his office space. The premises consist of approximately 1000
square feet, including office space, reception area and meeting facilities.
Note 6 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)
The officers and directors of the company are involved in other business
activities, and may, in the future become active in additional other business
activities. If a specific business opportunity becomes available, such persons
may face a conflict in selecting between the company and their own business
interests. The company has not formulated a policy for the resolution of such a
conflict.
Note 7 INCOME TAXES
Income taxes on the loss has not been reflected in these financial statements as
it is not virtually certain that this loss will be recovered before the expiry
period of the loss carry forwards.
Note 8 LOSS PER SHARE
Basic loss per share is computed by dividing losses available to common
stockholders by the weighted average number of common shares during the period.
Diluted loss per share is calculated on the weighted average number of common
shares that would have resulted if dilutive common stock equivalents had been
converted to common stock. No stock options or similar rights were available or
granted during the period presented. Accordingly, basic and diluted loss per
share are the same.
F-7
ITEM 2. MANAGEMENT'S PLAN OF OPERATION.
Forward-looking Information
This quarterly report contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. These statements relate to
future events or to our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential," or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially. There are a number of factors that could cause our actual
results to differ materially from those indicated by such forward-looking
statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements. Although all such forward-looking
statements are accurate and complete as of this filing, we cannot predict
whether the statements will ultimately be accurate and consequently do not
assume responsibility for the ultimate accuracy and completeness of such
forward-looking statements. We are under no duty to update any of the
forward-looking statements after the date of this report to conform such
statements to actual results.
Overview
We were incorporated to engage in the business of providing
Internet-based email-to-mail printing and delivery services. The Company
established the eXmailit.com website which has not yet commenced providing an
Internet-based email-to-mail service. The network, which is still under
construction, was intended to consist of a consumer-based, software product that
would have a number of strategically located international distribution centers
enabling users to send email as standard mail.
As a result of our lack of profitability and the Company's receipt of
numerous inquires from entities seeking to merge with us, we decided to change
our operational focus in August, 2003 by executing a Stock Exchange Agreement
("Agreement") with Cirond Technologies Inc., a Colorado corporation ("Cirond").
The Agreement is expected to close on or about October 7, 2003 ("Closing").
Pursuant to the Agreement, the Company agreed to acquire all of the issued and
outstanding capital stock of Cirond's wholly owned subsidiary, Cirond Networks
Inc., a Nevada corporation ("CNI"), in exchange for Four Million (4,000,000)
post-Forward Split shares ("Shares") of the Company's common stock, par value
$0.001 ("Common Stock"). The Company's Forward Split is discussed more fully
below.
As a result of the Agreement, in the event it closes, CNI will become a
wholly-owned subsidiary of the Company, and Cirond will become the owner of
approximately 20% of the Company. CNI is a developer of technologies designed to
enhance the performance and security of wireless networking technologies, with
an initial specific focus on 802.11b Wireless Local Area Network ("WLAN")
technology. WLAN is one in which a mobile user can connect to a local area
network (LAN) through a wireless (radio) connection. The 802.11b standard for
WLANs - often called Wi-Fi - is part of the 802.11 series of WLAN standards from
the Institute of Electrical and Electronics Engineers (IEEE).
3
CNI manufactures products incorporating its proprietary technology that
are applicable to all segments of the WLAN marketplace. Cirond's products are
principally focused on WiFi network management and implementation, and enable
WiFi networks to be installed easily, operated optimally, and managed more
effectively and also offer improvements to network security by offering a robust
security system suitable for most typical business environments. Cirond's
approach to WiFi security is to provide technologies that improve the overall
security and implementation of the WEP security scheme, while buttressing it
with a variety of propriety intrusion detection and location-enabled security
and access technologies. CNI conducts its research and development activities
through its subsidiary, Cirond Networks (Canada) Inc., a British Columbia
corporation.
In connection with the Agreement, the Company agreed to use its best
efforts, prior to Closing, to cancel 2,990,000 shares of Common Stock held by
its founders (the "Share Cancellation"), and to effect a 16-for-1 forward stock
split ("Forward Split") of the 1,010,000 shares of Common Stock which would be
outstanding after the Share Cancellation. In the event the Forward Stock Split
is not effected prior to Closing, the Company will issue to Cirond at Closing
Two Hundred Fifty Thousand (250,000) pre-Forward Split shares of Common Stock
(which would represent approximately 20% of the Company's then issued and
outstanding shares of Common Stock without giving effect to the Private
Placement), the equivalent to the Four Million (4,000,000) post-Forward Split
shares.
Closing of the Agreement is subject to the Company and Cirond conducting
additional due diligence and the Company raising at least $300,000 pursuant to a
private placement offering ("Private Placement") of not more than 2,000,000
shares of post-Forward Split Common Stock, at a price of $0.50 per share. Any
monies raised will be held in escrow until Closing. If the Closing occurs, the
monies will be used to fund CNI's operations. If the Closing does not occur, the
money will be returned to the subscribers. The Agreement may be terminated by
either party if the Closing does not occur on or prior to October 15, 2003.
Plan of Operation
As there were no revenues for the fiscal year ended December 31, 2002 or
the quarter ended June 30, 2003, we anticipate that, in the event we acquire
CNI, the commencement of business operations in the area of wireless networking
technologies will drastically increase expenses and if such operations are
successful, revenues.
It is anticipated that, in the event we acquire CNI, the pursuit of our
new operations will require additional, and possibly substantial, capital
expenditures. We believe we have sufficient cash to satisfy our operating
requirements for in excess of six (6) months, if the Agreement to acquire CNI
closes or not. If the cash is not enough to satisfy our operating needs and we
are unable to generate revenues and/or obtain bank loans on favorable terms
and/or sell additional shares of our equity securities to secure the cash
required to conduct our business operations for the next twelve (12) months, we
could fail.
In the event we acquire CNI, we will be conducting ongoing research and
development to refine and improve our existing product line and to develop new
products. During the next twelve months, provided we acquire CNI, we plan to
hire a Chief Executive Officer, sales and marketing personnel, and product
support staff.
4
Critical Accounting Policies
The accompanying interim financial statements of eXmailit.com (the
"Company") are unaudited. In the opinion of management, the interim data
includes all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the results for the interim period.
The financial statements included herein have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosure normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. Management believes
the disclosures made are adequate to make the information not misleading and
recommends that these condensed financial statements be read in conjunction with
the financial statements and notes included in the Company's Form 10-KSB as of
December 31, 2002. Operating results for the three months ended March 31, 2003
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2003. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2002.
The preparation of financial statements in conformity with generally
accepted accounting principles 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 revenues and expenses for each reporting
period. These estimates and assumptions are affected by management's application
of accounting policies. Actual results could differ from those estimates.
Our critical accounting policies include the full cost method of
accounting for oil and gas operations, unit-of-production method for the
depletion of exploration and development costs and depreciation of production
equipment, the full cost method, revenue recognition, accounting for the
impairment or disposal of long-lived assets, and accounting for stock based
compensation.
We have adopted SFAS No. 144 "Accounting for the Impairment or Disposal of
Long- Lived Assets" which requires that long-lived assets to be held and used be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Oil and gas
properties accounted for using the full cost method of accounting, a method
utilized by us, are excluded from this requirement, but will continue to be
subject to the ceiling test limitations.
We have also adopted SFAS No. 123 "Accounting for Stock Based
Compensation" which defines a fair value based method of accounting for employee
stock options or similar equity instruments. This statement gives entities a
choice of recognizing related compensation expense to employees by adopting the
fair value method or continuing to measure compensation using the intrinsic
value approach under Accounting Principles Board ("APB") Opinion No. 25. We have
elected to utilize APB No. 25 for measurement, and will, pursuant to SFAS No.
123, disclose on a supplemental basis the pro forma effects on net income and
earnings per share of using the fair value measurement criteria.
5
ITEM 3. CONTROLS AND PROCEDURES.
Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon the evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls are effective in timely alerting them to material
information relating to us, required to be included in our periodic SEC filings.
There have been no significant changes in our internal controls or in other
factors which could significantly affect internal controls subsequent to the
date we conducted our evaluation.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required to be attached by Item 601 of Regulation S-B are listed in
the Index to Exhibits found after the signature page of this Form 10-QSB,
which is incorporated herein by reference.
(b) No reports on Form 8-K were filed on the Company's behalf during the quarter
ended June 30, 2003.
SIGNATURES
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.
eXmailit.com
Dated: October 10, 2003 By:/S/ M. Kevin Ryan
----------------------------------------
M. Kevin Ryan
President, CEO, Secretary and Director
6
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
- ------- ---- -----------
3(i) * Articles of Incorporation of the Company
3(ii) * Bylaws of the Company
31(i) 8 302 Certification of Chief Executive Officer
31(ii) 9 302 Certification of Chief Financial Officer
32(i) 10 906 Certification of Chief Executive Officer
32(ii) 11 906 Certification of Chief Financial Officer
* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by the Company.
7
EXHIBIT 31(i)
CERTIFICATION of CHIEF EXECUTIVE OFFICER
I, M. Kevin Ryan, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of eXmailit.com.
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
eXmailit.com as of, and for, the periods presented in this quarterly report.
4. eXmailit.com'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 eXmailit.com and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to eXmailit.com, 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 eXmailit.com'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 other certifying officers and I have disclosed, based on our most recent
evaluation, to our auditors and the audit committee of our Board of Directors
(or persons performing the equivalent functions):
(a) that there were no deficiencies in the design or operation of internal
controls which could adversely affect our ability to record, process, summarize
and report financial data and have identified for our auditors any material
weaknesses in internal controls; and
(b) there was no fraud, whether or not material, that involves management or
other employees who have a significant role in our internal controls.
6. The other certifying officers certify that there were no 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.
October 10, 2003 /s/ M. Kevin Ryan
---------------------------------------------------
By: M. Kevin Ryan, Chief Executive Officer and
Chairman of the Board of Directors
8
EXHIBIT 31(ii)
CERTIFICATION of CHIEF FINANCIAL OFFICER
I, Robert Gardner, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of eXmailit.com.
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
eXmailit.com as of, and for, the periods presented in this quarterly report.
4. eXmailit.com'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 eXmailit.com and have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to eXmailit.com, 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 eXmailit.com'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 other certifying officers and I have disclosed, based on our most recent
evaluation, to our auditors and the audit committee of our Board of Directors
(or persons performing the equivalent functions):
(a) that there are no deficiencies in the design or operation of internal
controls which could adversely affect our ability to record, process, summarize
and report financial data and have
identified for our auditors any material weaknesses in internal controls; and
(b) there was no fraud, whether or not material, that involves management or
other employees who have a significant role in our internal controls.
6. The 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.
October 10, 2003 /s/ Robert Gardner
--------------------------------------------
By: Robert Gardner, Chief Financial Officer
and Director
9
EXHIBIT 32(i)
Certification of Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
In connection with the Quarterly Report of eXmailit.com (Registrant) on Form
10-QSB for the quarter ended June 30, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, M. Kevin Ryan, Chief
Executive Officer of Registrant, hereby certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge and belief:
(1) the Report 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 the Report fairly presents, in all material
respects, the financial condition and results of operations of Registrant.
Date: October 10, 2003 /s/ M. Kevin Ryan
----------------------------------
Chief Executive Officer of
eXmailit.com, Registrant
10
EXHIBIT 32(ii)
Certification of Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
In connection with the Quarterly Report of eXmailit.com (Registrant) on Form
10-QSB for the quarter ended June 30, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, Robert Gardner, Chief
Financial Officer of Registrant, hereby certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge and belief:
(1) the Report 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 the Report fairly presents, in all material
respects, the financial condition and results of operations of Registrant.
Date: October 10, 2003 /s/ Robert Gardner
----------------------------------
Chief Financial Officer of
eXmailit.com, Registrant
11