-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LK7mA8h2xm0P0MLe/XBuHzXd/yz0gognmalWz4A/tPlkOGiY5rcNuJc106sepkMG HOblPHeEnOoGdbcUi1Esyg== 0001223257-03-000075.txt : 20031010 0001223257-03-000075.hdr.sgml : 20031010 20031010151629 ACCESSION NUMBER: 0001223257-03-000075 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20031010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXMAILIT COM CENTRAL INDEX KEY: 0001132810 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880469593 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-49763 FILM NUMBER: 03936942 BUSINESS ADDRESS: STREET 1: 530 999 W HASTINGS ST STREET 2: VANCOUVER BRITISH COLUMBIA CITY: CANADA STATE: A1 ZIP: V6C2W2 BUSINESS PHONE: 6046884060 MAIL ADDRESS: STREET 1: 530 999 W HASTINGS ST STREET 2: VANCOUVER BRITISH COLUMBIA CITY: CANADA STATE: A1 ZIP: V6C2W2 10QSB/A 1 form10qsba063003.txt 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 -----END PRIVACY-ENHANCED MESSAGE-----