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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended December 31, 2004
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[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period to
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Commission File Number 001-32289
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ZENO, INC.
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(Exact name of small Business Issuer as specified in its charter)
Nevada Applied for
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
220 Decourcy Drive,
Gabriola Island, British Columbia V0R 1X1
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(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: 604-837-2739
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None
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(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 5,971,000 shares of $0.001
par value common stock outstanding as of February 11, 2005.
ZENO, INC.
(A Pre-exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
December 31, 2004
(Stated in US Dollars)
(Unaudited)
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ZENO, INC.
(A Pre-exploration Stage Company)
INTERIM BALANCE SHEETS
December 31, 2004 and March 31, 2004
(Stated in US Dollars)
(Unaudited)
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December 31, March 31,
2004 2004
---- ----
ASSETS
------
Current
Cash $ 14,244 $ 23,812
Advance receivable - Note 3 1,549 -
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$ 15,793 $ 23,812
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LIABILITIES
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Current
Accounts payable and accrued liabilities $ 5,641 $ 5,816
Due to related party - Note 4 900 -
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6,541 5,816
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STOCKHOLDERS' EQUITY
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Capital stock
Authorized:
75,000,000 common shares, par value $0.001 per share
Issued and outstanding:
5,971,000 common shares (March 31, 2004: 5,971,000) 5,971 5,971
Additional paid in capital 21,879 21,879
Deficit accumulated during the pre-exploration stage (18,598) (9,854)
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9,252 17,996
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$ 15,793 $ 23,812
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SEE ACCOMPANYING NOTES
ZENO, INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
for the three and nine months ended December 31, 2004 and 2003
and the period January 28, 2003 (Date of Incorporation) to December 31, 2004
(Stated in US Dollars)
(Unaudited)
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January 28,
2003 (Date of
Incorporation)
Three Months Ended Nine Months Ended to
December 31, December 31, December 31,
2004 2003 2004 2003 2004
---- ---- ---- ---- ----
Expenses
Accounting and audit fees $ 1,700 $ - $ 5,592 $ - $ 9,693
Bank charges 26 25 170 61 250
Filing 476 - 1,198 - 1,198
Legal fees - - 1,500 - 2,500
Office and miscellaneous 284 - 284 55 760
Mineral property costs - 3,902 - 3,902 4,197
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Net loss for the period $ (2,486) $ (3,927) $ (8,744) $ (4,018) $ (18,598)
=============== ============== =============== ============= ==================
Basic and diluted loss per share $ 0.00 $ 0.00 $ 0.00 $ 0.00
=============== ============== =============== ============
Weighted average number of
shares outstanding
5,971,000 5,753,424 5,971,000 3,334,782
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SEE ACCOMPANYING NOTES
ZENO, INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the nine months ended December 31, 2004 and 2003,
and the period January 28, 2003 (Date of Incorporation) to December 31, 2004
(Stated in US Dollars)
(Unaudited)
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January 28,
2003 (Date of
Nine Months Ended Incorporation)
December 31, to December 31,
2004 2003 2004
---- ---- ----
Cash Flows used in Operating Activities
Net loss for the period $ (8,744) $ (4,018)$ (18,598)
Adjustments to reconcile net loss to
net cash used by operating activities
Accounts payable and accrued
liabilities (175) - 5,641
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Net cash used in operating activities (8,919) (4,018) (12,957)
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Cash Flows used in Investing Activity
Advances receivable (1,549) - (1,549)
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Net cash used in investing activity (1,549) - (1,549)
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Cash Flows from Financing Activities
Issuance of common shares - 7,850 27,850
Due to related party 900 - 900
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Net cash from financing activities 900 7,850 28,750
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Increase (decrease) in cash during the period (9,568) 3,832 14,244
Cash, beginning of the period 23,812 - -
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Cash, end of the period $ 14,244 $ 3,832 $ 14,244
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Supplemental disclosure of cash flow
information Cash paid for:
Interest $ - $ - $ -
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Income taxes $ - $ - $ -
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SEE ACCOMPANYING NOTES
ZENO, INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
for the period January 28, 2003 (Date of Incorporation) to December 31, 2004
(Stated in US Dollars)
(Unaudited)
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Deficit
Accumulated
Common Shares Additional During the
---------------------------------- Paid-in Pre-exploration
Number Par Value Capital Stage Total
------ --------- ------- ----- -----
Net loss for the period - $ - $ - $ (1,520) $ (1,520)
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Balance, March 31, 2003 - - - (1,520) (1,520)
Capital stock issued for cash
- at $0.001 5,750,000 5,750 - - 5,750
- at $0.10 221,000 221 21,879 - 22,100
Net loss for the year - - - (8,334) (8,334)
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Balance, March 31, 2004 5,971,000 5,971 $ 21,879 (9,854) 17,996
Net loss for the period - - - (8,744) (8,744)
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Balance, December 31, 2004 5,971,000 $ 5,971 $ 21,879 $ (18,598) $ 9,252
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SEE ACCOMPANYING NOTES
ZENO, INC.
(A Pre-exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
December 31, 2004
(Stated in US Dollars)
(Unaudited)
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Note 1 Interim Financial Statements
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While the information presented in the accompanying nine months to
December 31, 2004 interim financial statements is unaudited, it
includes all adjustments which are, in the opinion of management,
necessary to present fairly the financial position, results of
operations and cash flows for the interim period presented in
accordance with the accounting principles generally accepted in
the United States of America. In the opinion of management, all
adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included
and all such adjustments are of a normal recurring nature. It is
suggested that these financial statements be read in conjunction
with the Company's March 31, 2004 financial statements.
Operating results for the period ended December 31, 2004 are not
necessarily indicative of the results that can be expected for the
year ending March 31, 2005.
Note 2 Continuance of Operations
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The financial statements have been prepared using generally
accepted accounting principles in the United States of America
applicable for a going concern which assumes that the Company will
realize its assets and discharge its liabilities in the ordinary
course of business. As at December 31, 2004, the Company has
accumulated losses of $18,598 since its commencement and has yet
to achieve profitable operations. Its ability to continue as a
going concern is dependent upon the ability of the Company to
generate profitable operations in the future and/or to obtain the
financing necessary to meet its obligations and pay its
liabilities arising from normal business operations when they come
due. The outcome of these matters cannot be predicted with any
certainty at this time and raise substantial doubt that the
Company will be able to continue as a going concern. These
financial statements do not include any adjustments to the amounts
and classification of assets and liabilities that may be necessary
should the Company be unable to continue as a going concern.
The Company was incorporated in the State of Nevada on January
28,2003.
The Company has filed a Form SB-2 Registration Statement
prospectus with the United States Securities and Exchange
Commission to qualify for the sale by existing shareholders of
1,971,000 common shares at an offering price of $0.10 per share.
The Company will not receive any proceeds from this offering as
these shares have already been issued.
Zeno, Inc.
(A Pre-exploration Stage Company)
December 31, 2004
(Stated in US Dollars)
(Unaudited) - Page 2
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Note 3 Advance Receivable
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Advance receivable is due from a private company controlled by the
spouse of a director of the Company. This amount is unsecured,
non-interest bearing and has no specific terms for repayment.
Note 4 Due to Related Party
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Amounts due to a related party are due to a director of the
company for loan proceeds. This amount is unsecured, non-interest
bearing and has no specific terms for repayment.
Item 2. Management's Discussion and Analysis or Plan of Operation
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are likely to differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in this Risk Factors section and elsewhere in this annual report.
Item 3. Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to
the filing date of this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. This evaluation was conducted by Mr. Frank McGill, a director of
the Company, who also acts as the Company's President and the Chief Executive
Officer and Mrs. Linda Smith, a director who also acts as the Company's Chief
Financial Officer and Treasurer.
Based upon that evaluation, the Company concluded that the disclosure controls
and procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors, which could significantly
affect internal controls subsequent to the date the Company carried out its
evaluation.
Plan of Operation
Our plan of operations for the twelve months following the date of this
quarterly report is to complete the recommended phase one and phase two
exploration programs on the Rawluk Lake property at an estimated cost of
approximately $11,700.
The Phase I exploration program will consist of prospecting and linecutting. We
intend to commence this phase in the spring of 2005. The phase will take
approximately one month to complete.
Phase II will consist of geochemical and geophysical surveys. We intend to
commence this phase in the summer of 2005. The phase will take approximately one
month to complete.
We also anticipate spending approximately $20,000 in connection with
administrative expenses relating to our affairs. Accordingly, we anticipate
spending $31,700 in order to accomplish our business objectives over the next 12
months.
We currently have enough funds on hand to complete the first two phases of
exploration on the Rawluk Lake property. To complete phase three and to cover
administrative costs will require additional funding. We anticipate that
additional funding will be required in the form of equity financing from the
sale of our common stock. However, we may not be able to raise sufficient
funding from the sale of our common stock to fund the third phase of the
exploration program. We do not have any arrangements in place for any future
equity financing. Our management is prepared to provide us with short-term
loans, although no such arrangement has been made.
If we do not secure additional funding for exploration expenditures, we may
consider seeking an arrangement with a joint venture partner that would provide
the required funding in exchange for receiving a part interest in the Rawluk
Lake property. We have not undertaken any efforts to locate a joint venture
partner. There is no guarantee that we will be able to locate a joint venture
partner who will assist us in funding exploration expenditures upon acceptable
terms. We may also pursue acquiring interests in alternate mineral properties in
the future.
Results Of Operations for Nine-Month Period Ended December 31, 2004
We incurred total operating expenses in the amount of $8,744 for the nine-month
period ended December 31, 2004, as compared to $4,018 for the same period in
2003. During the nine months ended December 31, 2004 the company incurred $5,592
in accounting and audit fees (2003: $Nil), $170 in bank charges (2003: $61),
$1,198 in filing fees (2003: $Nil), $1,500 in legal fees (2003: $Nil), $284
(2003: $55) in office and miscellaneous expenditures, and $Nil (2003: $3,902) in
mineral property costs. At quarter end, we had cash on hand of $14,244. Our
liabilities at the same date totalled $6,541 and consisted of accounts payable
and accrued liabilities of $5,641 and amounts due to related party of $900.
PART II- OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is not
aware of any threatened litigation, claims or assessments.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
During the nine-month period ended December 31, 2004, the Company did not file
any current reports on Form 8-K.
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.
Zeno, Inc.
/s/ Frank McGill
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Frank McGill
President, Chief Executive
Officer, Secretary and Director
Dated: February 11, 2005
Zeno, Inc.
/s/ Linda Smith
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Linda Smith
Chief Financial Officer,
Treasurer, principal accounting
officer and Director
Dated: February 11, 2005