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 June 30, 2005
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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 [ ] Yes [X] 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 August 11, 2005.
ZENO, INC.
(A Pre-exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
June 30, 2005 and 2004
(Stated in US Dollars)
ZENO, INC.
(A Pre-exploration Stage Company)
INTERIM BALANCE SHEETS
(Stated in US Dollars)
June 30, March 31,
ASSETS 2005 2005
------ ---- ----
(Unaudited) (Audited)
Current
Cash $ - $ -
================= =================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 16,821 $ 14,851
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STOCKHOLDERS' EQUITY (DEFICIENCY)
Capital stock - Note 4 Authorized:
75,000,000 common shares, par value $0.001 per share
Issued and outstanding:
5,971,000 common shares (2004: 5,971,000) 5,971 5,971
Additional paid in capital 21,879 21,879
Deficit accumulated during the pre-exploration stage (44,671) (42,701)
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(16,821) (14,851)
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$ - $ -
================= =================
Nature and Continuance of Operations - Note 1
SEE ACCOMPANYING NOTES
ZENO, INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
for the three months ended June 30, 2005 and 2004
and the period January 28, 2003 (Date of Incorporation) to June 30, 2005
(Stated in US Dollars)
(Unaudited)
January 28,
2003 (Date of
Incorporation)
Three months ended to
June 30, June 30,
2005 2004 2005
---- ---- ----
Expenses
Accounting and audit fees $ 1,970 $ 1,474 $ 16,045
Bank charges - 44 282
Legal fees - - 12,500
Listing and filing fees - - 1,705
Management fees - Note 5 - - 7,125
Office and rent - Note 5 - - 2,817
Resource property costs - - 4,197
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Net loss for the period $ (1,970) $ (1,518) $ (44,671)
================= ================= =================
Basic and diluted loss per share $ (0.01) $ (0.00)
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Weighted average number of shares outstanding 5,971,000 5,971,000
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SEE ACCOMPANYING NOTES
ZENO, INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS
OF CASH FLOWS for the three months
ended June 30, 2005 and 2004
and the period January 28, 2003 (Date of Incorporation) to June 30, 2005
(Stated in US Dollars)
(Unaudited)
January 28,
2003 (Date of
Incorporation)
Three months ended to
June 30, June 30,
2005 2004 2005
---- ---- ----
Cash Flows used in Operating Activities
Net loss for the period $ (1,970) $ (1,518) $ (44,671)
Adjustment to reconcile net loss to net cash
used by operating activities
Advance receivable - (1,549) -
Accounts payable and accrued liabilities 1,970 820 16,821
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Net cash used in operating activities - (2,247) (27,850)
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Cash Flows from Financing Activity
Issuance of common shares - - 27,850
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Net cash from financing activity - - 27,850
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Increase (decrease) in cash during the period - (2,247) -
Cash, beginning of the period - 23,812 -
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Cash, end of the period $ - $ 21,565 $
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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 (DEFICIENCY) for the period January 28,
2003 (Date of Incorporation) to June 30, 2005
(Stated in US Dollars)
(Unaudited)
Deficit
Accumulated
Additional During the
Common Shares Paid-in Exploration
-----------------------------------
Number Par Value Capital Stage Total
--------------- --------------- --------------- --------------- ---------------
Net loss for the period ended
March 31, 2003 - $ - $ - $ (1,520) $ (1,520)
--------------- --------------- --------------- --------------- ---------------
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 ended
March 31, 2004 - - - (8,334) (8,334)
--------------- --------------- --------------- --------------- ---------------
Balance, March 31, 2004 5,971,000 5,971 21,879 (9,854) 17,996
Net loss for the year ended
March 31, 2005 - - - (32,847) (32,847)
--------------- --------------- --------------- --------------- ---------------
Balance, March 31, 2005 5,971,000 5,971 21,879 (42,701) (14,851)
Net loss for the period ended
June 30, 2005 - - - (1,970) (1,970)
--------------- --------------- --------------- --------------- ---------------
Balance, June 30, 2005 5,971,000 $ 5,971 $ 21,879 $ (44,671) $ (16,821)
=============== =============== =============== =============== ===============
SEE ACCOMPANYING NOTES
ZENO, INC.
(A Pre-exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2005
(Stated in US Dollars)
Note 1 Interim Financial Statements
----------------------------
While the information presented in the accompanying three months
to June 30, 2005 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, 2005 financial statements.
Operating results for the period ended June 30, 2005 are not
necessarily indicative of the results that can be expected for the
year ending March 31, 2006.
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 June 30, 2005, the Company has
accumulated losses of $44,671 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 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.
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 operation for the twelve months following the date of this annual
report is to complete the recommended phase one and phase two exploration
programs on the Rawluk Lake property at an estimated cost of $11,760.
The Phase I exploration program will consist of prospecting and linecutting.
Phase II will consist of geochemical and geophysical surveys.
We also anticipate spending approximately $30,000 in connection with
administrative expenses relating to our affairs, including all costs relating to
our filing obligations as a reporting company. Accordingly, we anticipate
spending $41,760 in order to accomplish our business objectives over the next 12
months.
We will require additional funding in order to complete proposed exploration on
the Rawluk Lake property and to cover administrative costs. 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 Six-Month Period Ended September 30, 2004
We incurred total operating expenses in the amount of $6,258 for the six-month
period ended September 30, 2004, as compared to $91 for the comparative period
in 2003. During the six months ended September 30, 2004, we incurred $3,893 in
accounting and audit fees (2003: $Nil), $143 in bank charges (2003: $36), $722
in filing fees (2003: $Nil) and $1,500 in legal fees (2003: $Nil). At quarter
end, we had cash on hand of $19,417. Our liabilities at the same date totalled
$9,228 and consisted of accounts payable of $4,772 and accrued liabilities of
$4,456.
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 period ended June 30, 2005, 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: August 11, 2005
Zeno, Inc.
/s/ Linda Smith
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Linda Smith
Chief Financial Officer,
Treasurer, principal accounting
officer and Director
Dated: August 11, 2005