SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number October 31, 2004 000-27211
Colorado 84-1469319 ------------------------ -------------------- (State of incorporation) (I.R.S. Employer Identification No.)
Registrant's telephone number, including area code: (303) 422-8127
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days.
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
225,000 common shares as of October 31, 2004
COLORADO COMMUNITY BROADCASTING, INC.
For the Six Months Ended October 31, 2004
Certified Public Accountants 9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237 Michael B. Johnson C.P.A. Telephone: (303) 796-0099 Member: A.I.C.P.A. Fax: (303) 796-0137 Colorado Society of C.P.A.s
REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Board of Directors
Colorado Community Broadcasting, Inc.
We have reviewed the accompanying balance sheet of Colorado Community Broadcasting, Inc. as of October 31, 2004 and the related statements of operations for the three months and six months ended October 31, 2004 and 2003, and the related cash flows for the six months ended October 31, 2004 and 2003 included in the accompanying Securities and Exchange Commission Form 10-QSB for the period ended October 31, 2004. These financial statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with audited standards generally accepted in the United States and the standards of PCAOB, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, conditions exist which raise substantial doubt about the Company's ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We have previously audited, in accordance with auditing standards generally accepted in the United States, the balance sheet as of April 30, 2004, and the related statements of operations, stockholders' equity and cash flows for the year then ended (not presented herein). In our report dated November 1, 2004, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of October 31, 2004 is fairly stated in all material respects in relation to the balance sheet from which it has been derived.
Michael Johnson & Co., LLC.
December 22, 2004
/s/Michael Johnson & Co., LLC
COLORADO COMMUNITY BROADCASTING, INC. (A Development Stage Company) Balance Sheets (Unaudited) October 31, April 30, 2004 2004 ------------ ------------- ASSETS: Current Assets: Cash $ - $ - ------------ ------------- TOTAL ASSETS $ - $ - ============ ============= LIABILITIES AND STOCKHOLDERS' DEFICIT: Liabilities: Accounts payable and accrued expenses $39,828 $6,748 Short-term borrowings from stockholders 2,000 3,100 ------------ ------------- TOTAL LIABILITIES 41,828 9,848 ------------ ------------- Stockholders' Deficit: Common stock, $.0001 par value, 100,000,000 shares authorized, 225,000 shares issued and outstanding 22 22 Additional paid-in capital 26,728 26,978 Subscription receivable - (250) Deficit accumulated during the development stage (68,578) (36,598) ------------ ------------- Total Stockholders' Deficit (41,828) (9,848) ------------ ------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ - ============ =============
See accountant's review report
COLORADO COMMUNITY BROADCASTING, INC. (A Development Stage Company) Statements of Operations (Unaudited) Three Months Ended Six Months Ended March 16, 1998 October 31, October 31, (Inception) to 2004 2003 2004 2003 October 31, 2004 ---- ---- ---- ---- ---------------- INCOME $ - $ - $ - $ - $ 25,000 OPERATING EXPENSES: Professional Fees 29,000 - 29,000 - 86,603 Bank Charges - 45 - 81 486 Telephone 1,000 - 1,000 - 1,050 Entertainment 1,000 - 1,000 - 1,038 Travel 980 - 980 - 4,153 -------- ------- -------- ------- -------- Total Operating Expenses 31,980 45 31,980 81 93,330 -------- ------- -------- ------- -------- OTHER INCOME (EXPENSES) Interest expense - - - - (248) -------- ------- -------- ------- -------- Net Loss from Operations $(31,980) $ (45) $(31,980) $ (81) $(68,578) ======== ======= ======== ======= ======== Weighted average number of shares outstanding 225,000 225,000 225,000 225,000 Net Loss Per Share $ (0.14) $ - $ (0.14) $ - ======== ======= ======== =======
See Accountants review report
COLORADO COMMUNITY BROADCASTING, INC. (A Development Stage Company) Statements of Cash Flows (Unaudited) Indirect Method March 16, 1998 Six Months Ended (Inception) to October 31, October 31, 2004 2003 2004 ---- ---- ---- Cash Flows From Operating Activities: Adjustments to reconcile net loss to net cash used in operating activities: Net (Loss) $ (31,980) $ (81) $ (68,578) Non-cash items included in loss: Stock issued for services - - 2,000 Changes in assets and liabilities: Increase in accrued expenses 33,080 - 39,828 --------- ----- --------- 33,080 - 39,828 --------- ----- --------- Net Cash Used in Operating Activities 1,100 (81) (26,750) --------- ----- --------- Cash Flow From Financing Activities: Proceeds from short-term borrowings 2,000 - 10,200 Payment of short-term borrowings (3,100) - (8,200) Issuance of common stock - - 24,750 --------- ----- --------- Net Cash Provided By Financing Activities (1,100) - 26,750 --------- ----- --------- Increase (Decrease) in Cash - (81) - Cash and Cash Equivalents - Beginning of period - 649 - --------- ----- --------- Cash and Cash Equivalents - End of period $ - $ 568 $ - ========= ===== ========= Supplemental Cash Flow Information: Cash paid for : Interest paid $ - $ - $ - ========= ===== ========= Taxes paid $ - $ - $ - ========= ===== =========
See accountant's reveiw report
COLORADO COMMUNITY BROADCASTING, INC.
NOTES TO FINANCIAL STATEMENTS
1. Presentation of Interim Information
In the opinion of the management of Colorado Community Broadcasting, Inc., the accompanying unaudited financial statements include all normal adjustments considered necessary to present fairly the financial position as of October 31, 2004, and the results of operations for the three months and six months ended October 31, 2004 and 2003, and cash flows for the six months ended October 31, 2004 and 2003. Interim results are not necessarily indicative of results for a full year.
The financial statements and notes are presented as permitted by Form 10-QSB, and do not contain certain information included in the Company's audited financial statements and notes for the fiscal year ended April 30, 2004.
2. Going Concern
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplates continuation of the Company as a going concern. The Company's operations generated no income during the current period ended and the Company's deficit is $68,578.
The future success of the Company is likely dependent on its ability to attain additional capital to develop its proposed products and ultimately, upon its ability to attain future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations.
Cautionary and Forward Looking Statements
In addition to statements of historical fact, this Form 10-QSB contains forward-looking statements. The presentation of future aspects of Colorado Community Broadcasting, Inc. ("Colorado Community Broadcasting, Inc." the "Company" or "issuer") found in these statements is subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," or "could" or the negative variations thereof or comparable terminology are intended to identify forward-looking statements.
These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause Colorado Community Broadcasting, Inc. actual results to be materially different from any future results expressed or implied by Colorado Community Broadcasting, Inc. in those statements. Important facts that could prevent Colorado Community Broadcasting, Inc. from achieving any stated goals include, but are not limited to, the following:
Some of these risks might include, but are not limited to, the following:
(a) volatility or decline of the Company's stock price;
(b) potential fluctuation in quarterly results;
(c) failure of the Company to earn revenues or profits;
(d) inadequate capital to continue or expand its busi- ness, inability to raise additional capital or financ -ing to implement its business plans;
(e) failure to achieve a business;
(f) rapid and significant changes in markets;
(g) litigation with or legal claims and allegations by outside parties;
(h) insufficient revenues to cover operating costs.
There is no assurance that the Company will be profitable, the Company may not be able to successfully develop, manage or market its products and services, the Company may not be able to attract or retain qualified executives and technology personnel, the Company's products and services may become obsolete, government regulation may hinder the Company's business, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of warrants and stock options, and other risks inherent in the Company's businesses.
The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB filed by the Company in 2002 and any Current Reports on Form 8-K filed by the Company.
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2004 COMPARED TO SAME PERIOD ENDED OCTOBER 31, 2003.
The Company had no revenues in the period in 2004 or 2003. The Company was studying the feasibility of using low power television station license on which it has an option for purposes of Internet access in a wireless mode. The Company intends to Change its name from Colorado Community Broadcasting, Inc. to Medina International Holdings, Inc. and pursue acquisition or merger candidates. The Company wil seek financing for an attempt to acquire companies . The Company incurred operations expenses of $ 31,980 in 2004 and $45 in 2003 in the quarter. The Company had a loss on operations of ($ 31,980 in 2004 compared to ($45) in 2003 in the quarter. The loss per share was less than ($.0.14) and ($.0) in 2004 and 2003 respectively.
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED OCTOBER 31, 2004 COMPARED TO THE SAME PERIOD ENDED OCTOBER 31, 2003
The Company had no revenues in the period in 2004 or 2003. The Company had expenses of $31,980 and $81 in the periods in 2004 and 2003, respectively. The Company had a net loss of ($31,980) in the six month period in 2004 compared to a net loss of ($81) in the same period in 2003. The loss per share for the six month period was ($0.14) in 2004 and nominal in 2003.
The trend of losses can be expected to continue for the foreseeable future as the Company attempts to commerce some business.
LIQUIDITY AND CAPITAL
The Company has no in cash as of October 31, 2004 which is insufficient for any operations of significance. The Company will need to raise capital through loans or private placements in order to carry out any operational plan. The Company has no sources of such capital at this time.
NEED FOR ADDITIONAL FINANCING
The Company does not have capital sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934. The Company will have to seek loans or equity placements to cover such cash needs. In the event the Company is able to complete a business combination during this period, lack of its existing capital may be a sufficient impediment to prevent it from accomplishing the goal of completing a business combination. There is no assurance, however, that without funds it will ultimately allow registrant to carry out its business
The Company will need to raise additional funds to conduct any business activities in the next twelve months.
No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses as they may be incurred.
Irrespective of whether the Company's cash assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.
"GOING CONCERN" QUALIFICATION
The Company's auditor has issued a "going concern" qualification as part of his opinion in the Audit Report. There is substantial doubt about the ability of the Company to continue as a "going concern." The Company has no business, limited capital, debt in excess of $41,828, all of which is current, no cash, nominal other assets, and no capital commitments. The effects of such conditions could easily be to cause the Company's bankruptcy.
Management hopes to develop its business plan and will need, at which to seek and obtain funding, via loans or private placements of stock for operations debt and to provide working capital.
ITEM 3. CONTROLS AND PROCEDURES
a. Evaluation of Disclosure Controls and Procedures:
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of October 31, 2004 covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.
b. Changes in Internal Control over Financial Reporting:
There were no changes in the Company's internal control over financial reporting identified in connection with the Company evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. CHANGES IN SECURITIES
2 Million Shares were committed to be issued to two directors in lieu of accepting to become Directors of the Company.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following matters were presented to the shareholders :
1. Resignation of Adelisa Shewader as President and Director of the Company.
2. Appointment of Danny Medina as President and Director
3. Appointment of Madhava Rao Mankal as CFO and Director
ITEM 5. OTHER INFORMATION
1. Dispute with John Shlie was settled by a promissory note for $17K
2. Dispute with Miles was settled for $2K
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
8K filed October 18, 2004
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.
Date: December 23, 2004 COLORADO COMMUNITY BROADCASTING, INC. /s/ Madhava Rao Mankal ------------------------------------------- Chief Financial Officer
CERTIFICATION PURSUANT TO SECTION
302 OF THE SARBANES OXLEY ACT
I, Daniel Medina, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Colorado Community Broadcasting, 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 October 31, 2004; 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 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 18, 2004 /s/Daniel Medina - ----------------------- Daniel Medina, President
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Colorado Community Broadcasting,
Inc. (the "Company") on Form 10-QSB for the period ending October 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"). I, Rao Mankal, CFO of the company, certify, pursuant to 18 USC
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 the Company.
/s/ Rao Mankal -------------------------------- Rao Mankal, CFO Dated: November 18, 2004