UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-QSB/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended: June 30, 2005 Commission File Number 0-32353
------------- -------
EASYWEB, INC.
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(Exact name of small business issuer as specified in its charter)
DELAWARE 84-1475642
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6025 South Quebec Street, Suite 135, Englewood, Colorado 80111
--------------------------------------------------------------
(Address of principal executive offices)
(720) 493-0303
--------------
(Registrant's telephone number, including area code)
(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 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
--- ---
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
Common stock, $.001 par value per share 7,596,646
- --------------------------------------- ---------
Class Number of shares outstanding
at August 9, 2005
Transitional Small Business Disclosure Format: Yes No X
--- ---
FORM 10-QSB/A
2ND QUARTER
We are filing this amendment to remove certain conditions to the merger
transaction with Ziopharm, Inc. that were mistakenly included in the original
10-QSB filed on August 12, 2005 and to make certain other revisions to the
description of such transaction.
INDEX
Page
----
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed balance sheet, June 30, 2005 (unaudited) 3
Condensed statements of operations, three and six months
ended June 30, 2005 (unaudited) and 2004 (unaudited) 4
Condensed statement of changes in shareholders' deficit,
six months ended June 30, 2005 (unaudited) 5
Condensed statements of cash flows, six months ended
June 30, 2005 (unaudited) and 2004 (unaudited) 6
Notes to unaudited condensed financial statements 7
Item 2. Management's Discussion and Analysis or Plan of Operation 11
Item 3. Controls and Procedures 12
PART 2 - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits 13
Signatures 14
2
EASYWEB, INC.
CONDENSED BALANCE SHEET
(UNAUDITED)
JUNE 30, 2005
ASSETS
Current Assets:
Cash ......................................................... $ 1,118
=========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities ..................... $ 9,914
---------
Total current liabilities ...................... 9,914
---------
Shareholders' deficit (Note 4):
Common stock, no par value; 280,000,000 shares authorized,
6,654,980 shares issued and outstanding ................... 183,613
Additional paid-in capital ................................... 118,353
Retained deficit ............................................. (310,762)
---------
Total shareholders' deficit .................... (8,796)
---------
$ 1,118
=========
See accompanying notes to condensed financial statements.
3
EASYWEB, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- --------------------------
2005 2004 2005 2004
----------- ----------- ----------- -----------
Operating expenses:
Contributed rent (Note 2) ........... $ 1,500 $ 1,500 $ 3,000 $ 3,000
Contributed administrative
support (Note 2) .................. 2,805 2,925 5,145 5,925
Administrative support (Note 2) ..... 195 75 855 75
Stock-based compensation ............ -- 10,000 -- 10,000
Professional fees ................... 4,122 1,299 12,730 3,127
Web site consulting and maintenance . 140 -- 170 60
Dues and subscriptions .............. -- -- 1,250 --
Other ............................... 1,192 429 2,129 682
----------- ----------- ----------- -----------
Total operating expenses 9,954 16,228 25,279 22,869
----------- ----------- ----------- -----------
Loss before income taxes (9,954) (16,228) (25,279) (22,869)
Income tax provision (Note 3) ........... -- -- -- --
----------- ----------- ----------- -----------
Net loss ............... $ (9,954) $ (16,228) $ (25,279) $ (22,869)
=========== =========== =========== ===========
Basic and diluted loss per share ........ $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=========== =========== =========== ===========
Basic and diluted weighted average
common shares outstanding ........... 6,255,997 5,479,533 6,198,999 5,132,867
=========== =========== =========== ===========
See accompanying notes to condensed financial statements.
4
EASYWEB, INC.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
COMMON STOCK ADDITIONAL
--------------------- PAID-IN RETAINED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
--------- --------- --------- --------- ---------
Balance at January 1, 2005 ......................... 5,746,200 $ 156,050 $ 108,408 $(285,483) $ (21,025)
January 2005, sale of common stock
($.03/share) (Note 4) .......................... 430,000 13,200 -- -- 13,200
January 2005, common stock option
granted for cash (Note 4) ...................... -- -- 1,800 -- 1,800
June 2005, sale of common stock
($.03/share) (Note 4) .......................... 200,000 6,000 -- -- 6,000
June 2005, common stock issued to officer
as repayment for working capital advances
($.03/share) (Note 2) .......................... 69,600 2,088 -- -- 2,088
June 2005, common stock issued to affiliate
as repayment for working capital advances
($.03/share) (Note 2) .......................... 209,180 6,275 -- -- 6,275
Office space and administrative support
contributed by an affiliate (Note 2)............ -- -- 8,145 8,145
Net loss, six months ended June 30, 2005 ........... -- -- -- (25,279) (25,279)
--------- --------- --------- --------- ---------
Balance at June 30, 2005 ........................... 6,654,980 $ 183,613 $ 118,353 $(310,762) $ (8,796)
========= ========= ========= ========= =========
See accompanying notes to condensed financial statements.
5
EASYWEB, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
--------------------
2005 2004
-------- --------
Net cash used in
operating activities ..... $(19,903) $ (6,006)
-------- --------
Cash flows from financing activities:
Proceeds from granting of stock option (Note 4) 1,800 --
Proceeds from the sale of common stock (Note 4) 19,200 6,000
-------- --------
Net cash provided by
financing activities ..... 21,000 6,000
-------- --------
Net change in cash ....... 1,097 (6)
Cash, beginning of period ......................... 21 33
-------- --------
Cash, end of period ............................... $ 1,118 $ 27
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes ............................... $ -- $ --
======== ========
Interest ................................... $ -- $ --
======== ========
Non-cash financing transactions:
Common stock issued to officer to repay
working capital advances ................ $ 2,088 $ --
======== ========
Common stock issued to affiliate to repay
working capital advances ................ $ 6,275 $ --
======== ========
See accompanying notes to condensed financial statements.
6
EASYWEB, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its Form 10-KSB dated December 31,
2004, and should be read in conjunction with the notes thereto.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
Financial data presented herein are unaudited.
NOTE 2: RELATED PARTY TRANSACTIONS
Rent
- ----
Summit Financial Relations, Inc. ("Summit"), an affiliate under common control,
contributed office space to the Company during the six months ended June 30,
2005. The Company's management has estimated the fair market value of the office
space at $500 per month, which is included in the accompanying condensed
financial statements as Contributed Rent with an offsetting credit to Additional
Paid-in Capital.
Administrative support
- ----------------------
Summit contributed administrative services to the Company during the six months
ended June 30, 2005. The Company's management has estimated the fair market
value of the services at $1,000 per month, which is included in the accompanying
condensed financial statements as Contributed Administrative Support with an
offsetting credit to Additional Paid-in Capital. During the six months ended
June 30, 2005, the Company paid $855 for services, which reduced the amount of
contributed services for the period from $6,000 to $5,145.
Indebtedness to related parties
- -------------------------------
At December 31, 2004, the Company owed Summit $12,268 for professional fees and
other administrative expenses paid on behalf of the Company. During the six
months ended June 30, 2005, Summit paid an additional $1,007 in expenses on the
Company's behalf. On February 4, 2005, the Company repaid Summit $7,000 and on
June 28, 2005 the Company issued Summit 209,180 shares of common stock for full
payment of all amounts owed to Summit. The shares issued to Summit were valued
at $.03 per share, or $6,275, based on contemporaneous common stock sales to
unrelated third parties. As of June 30, 2005, the balance owed to Summit was
$-0-.
In August and December 2004, an officer loaned us a total of $1,300 for working
capital. During May 2005, the officer advanced the Company an additional $788.
The loans carried no interest rate and were due on demand. On June 28, 2005, the
Company issued the officer 69,600 shares of common stock for full payment of all
amounts owed to the officer. The shares issued to the officer were valued at
$.03 per share, or $2,088, based on contemporaneous common stock sales to
unrelated third parties. As of June 30, 2005, the balance owed to the officer
was $-0-.
Common stock
- ------------
During June 2005, the Company sold 200,000 shares of its common stock to a
director for $6,000, or $.03 per share.
7
Service agreements
- ------------------
On December 9, 2004, the Company entered into an employment agreement with its
president/CEO. Under the terms of the agreement, the Company has agreed to pay
its president/CEO a one-time fee of $100,000 if and when the Company completes a
merger, acquisition, reverse merger, financing, or any other related transaction
non-detrimental to the immediate future of the Company, that leaves the Company
in a position and direction better than it was prior to the transaction (see
Note 7).
On December 10, 2004, the Company entered into a management consulting services
agreement with a director. Under the terms of the agreement, the Company has
agreed to pay the director a one-time fee of $10,000 plus expenses, upon the
closing of any transaction leaving the Company with a positive business
directive and available finances, non-detrimental to the survival of the Company
(see Note 7).
On December 10, 2004, the Company entered into a consulting services agreement
whereby Summit will provide services including, but not limited to:
a. Mergers and acquisition;
b. Due diligence studies, reorganizations, divestitures;
c. Capital structures, banking methods and systems;
d. Periodic reporting as to the developments concerning the general
financial markets and public securities markets and industry which may
be relevant or of interest or concern to the Company or the Company's
business;
e. Guidance and assistance in available alternatives for accounts
receivable financing and/or other asset financing; and
f. Conclude business and transactions necessary to keep the Company
current in all public filings, a-float and in business until an
aforementioned business transaction is closed, to include lending funds
to the Company when absolutely necessary as has been done over the
prior three years at no charge, allowing the Company to survive.
Under the terms of the agreement, the Company has agreed to pay Summit a
one-time fee of $120,000 on the date of closing of any transaction leaving the
Company with a positive business directive and available finances,
non-detrimental to the survival of the Company (see Note 7).
NOTE 3: INCOME TAXES
The Company records its income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". The Company incurred net operating losses during
all periods presented resulting in a deferred tax asset, which was fully allowed
for; therefore, the net benefit and expense resulted in $-0- income taxes.
NOTE 4: SHAREHOLDER'S DEFICIT
Common stock
- ------------
During January 2005, the Company sold 430,000 shares of its common stock to
unrelated investors for $13,200, or $.03 per share.
Common stock options
- --------------------
On January 18, 2005, the Company sold a common stock option to an unrelated
third party for $1,800. Under terms of the option agreement, the holder could
8
purchase, for an additional $1,000, 1% of the Company's outstanding common stock
as of the exercise date. On July 30, 2005, the parties amended the agreement
whereby the option holder is now entitled to purchase that number of shares of
our common stock equal to the number of such shares the option holder would have
received in the merger with ZIOPHARM, Inc. (see Note 7) had the option holder
owned 1% of the ZIOPHARM's capital stock immediately prior to such merger
(calculated on a fully-diluted basis). The aggregate exercise price for such
option is $1,000.
Corporate governance
- --------------------
On February 28, 2005, the Company's shareholders approved the following
proposals:
a. Reincorporate the Company in the State of Delaware;
b. Authorize the Board of Directors to implement a reverse stock split at
a ratio no greater than 40:1; and
c. Increase the Company's authorized capital by 250,000,000 shares (from
30,000,000 to 280,000,000).
The Company's re-incorporation in the State of Delaware was completed on May 16,
2005. As of the date of this report, no reverse stock split had yet been
implemented.
NOTE 5: COMMITMENT
On October 1, 2004, the Company entered into a management consulting services
agreement whereby the consultant will provide services including, but not
limited to:
a. Mergers and acquisition;
b. Due diligence studies, reorganizations, divestitures;
c. Capital structures, banking methods and systems;
d. Periodic reporting as to the developments concerning the general
financial markets and public securities markets and industry which may
be relevant or of interest or concern to the Company or the Company's
business;
e. Guidance and assistance in available alternatives for accounts
receivable financing and/or other asset financing; and
f. Structural recommendations to assist the Company's capability to
finance.
Under the terms of the agreement, the Company has agreed to pay the consultant a
one-time fee of $120,000 on the date of closing of any of the above business
transactions or any transaction giving the Company a valid financial direction
(see Note 7).
NOTE 6: TERMINATION OF PROPOSED MERGER
On May 6, 2005, the Company signed a term sheet with Zephyr Sciences, Inc.
("Zephyr"), which outlined the conditions of a proposed merger between the two
parties.
Under the structure of the term sheet, the Company would form a wholly-owned
Delaware subsidiary, which would merge into Zephyr and Zephyr would be the
surviving entity. Zephyr's shareholders would then exchange their shares of
common stock for common stock in the Company, which would result in Zephyr
becoming the Company's wholly-owned subsidiary. The transaction would result in
a change in control, whereby the Company's directors would resign and the
directors of Zephyr would become the directors of the Company.
The parties terminated the proposed transaction in June 2005.
9
NOTE 7: SUBSEQUENT EVENTS
COMMON STOCK
- ------------
During July 2005, the Company sold 333,333 shares of its common stock to an
unrelated investor for $10,000, or $.03 per share.
During July 2005, the Company sold 333,333 shares of its common stock to a
director for $10,000, or $.03 per share.
On August 3, 2005, the Company sold 275,000 shares of its common stock to an
unrelated third party for $24,000, or $.087 per share.
AGREEMENT AND PLAN OF MERGER
- ----------------------------
On August 3, 2005, the Company signed an Agreement and Plan of Merger with
ZIOPHARM, Inc. ("ZIOPHARM"), which outlines the conditions of a proposed merger
between the two parties.
In connection with the Agreement and Plan of Merger, the Company has formed a
wholly-owned Delaware subsidiary, Zio Acquisition Corp., which will merge into
ZIOPHARM with ZIOPHARM remaining as the surviving entity and as a wholly-owned
subsidiary of the Company following the merger. Holders of ZIOPHARM's capital
stock or securities convertible into such capital stock will be exchanged for
shares of the Company's common stock or securities convertible into such shares.
The transaction will result in a change in control, whereby the Company's
directors will resign and the directors of ZIOPHARM will become the directors of
the Company. On the closing date of the merger transaction, the consolidated
EasyWeb entity will pay all unconsolidated liabilities of the Company then due,
a portion of which will be payable to David C. Olson and an entity affiliated
with Mr. Olson. However, Mr. Olson and this affiliated entity have agreed to
reduce the amount of the payments to which they are otherwise entitled to the
extent that the unconsolidated liabilities of the Company immediately following
the Merger exceed $425,000.
In addition to a range of standard closing conditions set forth in the Agreement
and Plan of Merger, the closing of the transaction is subject to the following
closing conditions:
1. The merger transaction shall have been approved by the requisite vote
of ZIOPHARM's stockholders, with ZIOPHARM stockholders holding no more
than 4% of the issued and outstanding shares of Ziopharm capital stock
having exercised their right to dissent from the transaction and obtain
the fair value of their shares;
2. As of the closing date, the Company's common stock shall have traded
and shall continue to be eligible for trading on the OTCBB;
3. ZIOPHARM shall have received an opinion from its counsel stating that
the transaction qualifies as a tax-free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended;
4. ZIOPHARM shall have received an opinion from the Company's counsel
stating that the issuance of the Company's common stock in the merger
is exempt from the registration requirements of the Securities Act of
1933, as amended; and
5. The Company shall have completed a 1-for-40 reverse stock split.
10
Should the Company close the above transaction, the Company will incur the
following approximate charges subject to update at closing:
a. Employment agreement fee with president/CEO (Note 2) $100,000
b. Management consulting services agreement with director (Note 2) 10,000
c. Consulting agreement with affiliate (Note 2) 120,000
d. Management consulting services agreement with consultant (Note 5) 120,000
e. Transaction introduction fees 100,000
f. Other consulting fees 10,000
f. Ongoing business expenses 17,000
--------
TOTAL $477,000
On July 14, 2005, the Board of Directors approved a $50,000 fee for the
Company's president in the event the above transaction does not close. The fee
is to be paid for services provided in connection with the due diligence and
negotiations related to the proposed merger as well as previous uncompleted
transactions. If the proposed merger does close, the $50,000 fee will be
inclusive within and covered by payment of the $100,000 employment agreement fee
(see Note 2).
PART I. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- ------- ---------------------------------------------------------
PLAN OF OPERATION
Until May 6, 2005, EasyWeb's business plan was to design, market, sell and
maintain customized and template, turnkey sites on the Internet, hosted by third
parties. Our business plan was prepared based upon the popularity of the
Internet and the growing number of businesses interested in advertising and
marketing online. We have incurred a retained deficit of $310,762 through June
30, 2005. We have not performed any services or earned any revenue since 2002.
On May 6, 2005, the Company signed a term sheet with Zephyr Sciences, Inc.
("Zephyr"), which outlined the conditions of a proposed merger between the two
parties. The transaction would have resulted in a change in control, whereby the
Company's directors would resign and the directors of Zephyr would become the
directors of the Company. The parties agreed to terminate the proposed
transaction in June 2005.
On August 3, 2005, the Company signed an Agreement and Plan of Merger with
ZIOPHARM, Inc. ("ZIOPHARM"), which outlines the conditions of a proposed merger
between the two parties. In connection with the Agreement and Plan of Merger,
the Company has formed a wholly-owned Delaware subsidiary, which will merge into
ZIOPHARM with ZIOPHARM remaining as the surviving entity and as a wholly-owned
subsidiary of the Company following the merger. Holders of ZIOPHARM's capital
stock or securities convertible into such capital stock will be exchanged for
shares of the Company's common stock or securities convertible into such shares.
The transaction will result in a change in control, whereby the Company's
directors will resign and the directors of Ziopharm will become the directors of
the Company. On the closing date of the merger transaction, the consolidated
EasyWeb entity will pay all unconsolidated liabilities of the Company then due,
a portion of which will be payable to David C. Olson and an entity affiliated
with Mr. Olson. However, Mr. Olson and this affiliated entity have agreed to
reduce the amount of the payments to which they are otherwise entitled to the
extent that the unconsolidated liabilities of the Company immediately following
the Merger exceed $425,000.
11
In addition to a range of standard closing conditions set forth in the Agreement
and Plan of Merger, the closing of the transaction is subject to the following
closing conditions:
1. The merger transaction shall have been approved by the requisite vote
of ZIOPHARM's stockholders, with ZIOPHARM stockholders holding no more
than 4% of the issued and outstanding shares of Ziopharm capital stock
having exercised their right to dissent from the transaction and obtain
the fair value of their shares;
2. As of the closing date, the Company's common stock shall have traded
and shall continue to be eligible for trading on the OTCBB;
3. ZIOPHARM shall have received an opinion from its counsel stating that
the transaction qualifies as a tax-free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended;
4. ZIOPHARM shall have received an opinion from the Company's counsel
stating that the issuance of the Company's common stock in the merger
is exempt from the registration requirements of the Securities Act of
1933, as amended; and
5. The Company shall have completed a 1-for-40 reverse stock split.
Our future success is currently dependent upon our ability to close the
transactions contemplated by the Agreement and Plan of Merger with ZIOPHARM. The
parties have imposed a deadline to complete these actions by September 16, 2005,
subject to extension by mutual agreement of the parties.
There is no assurance that we will be successful in closing the merger or, if
the merger is closed, that we will attain profitability.
We are experiencing capital shortages and are currently dependent upon an
affiliate, Summit Financial Relations, Inc. ("Summit"), which has paid expenses
on our behalf, in order to maintain our limited operations. There is no
assurance that Summit will continue to pay our expenses in the future. On
February 4, 2005, we repaid Summit $7,000 and on June 28, 2005 we issued Summit
209,180 shares of common stock for full payment of all amounts owed to Summit.
As of June 30, 2005, our balance owed to Summit was $-0-. In addition, David
Olson, our CEO, advanced us $1,300 for working capital during the year ended
December 31, 2004 and an additional $788 in May 2005. On June 28, 2005 we issued
Mr. Olson 69,600 shares of common stock for full payment of all amounts owed to
him. The shares issued to Summit and Mr. Olson were valued at $.03 per share, or
$8,363, based on contemporaneous common stock sales to unrelated third parties.
As a result of our inability to generate significant revenue, together with
sizeable continuing operating expenses, access to capital may be unavailable in
the future except from affiliated persons. If we are able to obtain access to
outside capital in the future, it is expected to be costly because of high rates
of interest and fees. Through June 30, 2005, in addition to the expenses paid by
Summit and advances from Mr. Olson, we have been funded through the sale of our
common stock for gross proceeds in the amount of $175,250 including proceeds of
$39,200 through the sale of 1,296,666 shares of our common stock ($.03 per
share) between January and July 2005. In addition, during January 2005, we sold
for $1,800, an option to purchase 1% of our outstanding common shares pursuant
to an option agreement. Under terms of the option agreement, the holder could
purchase, for an additional $1,000, 1% of the Company's outstanding common stock
as of the exercise date. On July 30, 2005, the parties amended the agreement
whereby the option holder is now entitled to purchase that number of shares of
our common stock equal to the number of such shares the option holder would have
received in the merger with ZIOPHARM, Inc. (see Note 7) had the option holder
owned 1% of the ZIOPHARM's capital stock immediately prior to such merger
(calculated on a fully-diluted basis). The aggregate exercise price for such
option is $1,000.
12
While our independent auditor has presented our financial statements on the
basis that we are a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business over a
reasonable length of time, they have noted that our significant operating losses
and net capital deficit raise a substantial doubt about our ability to continue
as a going concern.
We do not intend to hire any additional employees in the foreseeable future. We
do not intend to make significant equipment purchases or conduct any research
and development within the next twelve months.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of federal
securities laws. These statements plan for or anticipate the future.
Forward-looking statements include statements about our future business plans
and strategies, statements about our need for working capital, future revenues,
results of operations and most other statements that are not historical in
nature. In this Report, forward-looking statements are generally identified by
the words "intend", "plan", "believe", "expect", "estimate", and the like.
Investors are cautioned not to put undue reliance on forward-looking statements.
Except as otherwise required by applicable securities statues or regulations,
the Company disclaims any intent or obligation to update publicly these
forward-looking statements, whether as a result of new information, future
events or otherwise. Because forward-looking statements involve future risks and
uncertainties, these are factors that could cause actual results to differ
materially from those expressed or implied.
PART I. ITEM 3. CONTROLS AND PROCEDURES
We maintain a system of controls and procedures designed to provide reasonable
assurance as to the reliability of the financial statements and other
disclosures included in this report. As of June 30, 2005, under the supervision
and with the participation of our Principal Executive Officer and Principal
Financial Officer, management has evaluated the effectiveness of the design and
operation of our disclosure controls and procedures. Based on that evaluation,
the Principal Executive Officer and the Principal Financial Officer concluded
that our disclosure controls and procedures were effective in timely alerting
them to required information to be included in our periodic filings with the
Securities and Exchange Commission. No significant changes were made to internal
controls or other factors that could significantly affect those controls
subsequent to the date of their evaluation.
CHANGES IN INTERNAL CONTROLS
There have been no changes in internal controls or in other factors that could
significantly affect those controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
PART II. OTHER INFORMATION
- -------- -----------------
Item 1 - Legal Proceedings.
No response required.
13
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds.
During January 2005, the Company sold 430,000 shares of its common
stock to unrelated investors for $13,200, or $.03 per share.
During June 2005, the Company sold 200,000 shares of its common stock
to a director for $6,000, or $.03 per share.
During July 2005, the Company sold 333,333 shares of its common stock
to an unrelated investor for $10,000, or $.03 per share.
During July 2005, the Company sold 333,333 shares of its common stock
to a director for $10,000, or $.03 per share.
During August 2005, the Company sold 275,000 shares of its common
stock to a director for $24,000, or $.087 per share.
Item 3 - Defaults Upon Senior Securities.
No response required.
Item 4 - Submission of Matters to a Vote of Security Holders.
On February 28, 2005, the Company's shareholders approved the
following proposals:
a. Reincorporate the Company in the State of Delaware;
b. Authorize the Board of Directors to implement a reverse stock
split at a ratio no greater than 40:1; and
c. Increase the Company's authorized capital by 250,000,000 shares
(from 30,000,000 to 280,000,000).
The Company's re-incorporation in the State of Delaware was completed
on May 16, 2005. As of the date of this report, no reverse stock split
had yet been implemented.
Item 5 - Other Information.
No response required.
Item 6 - Exhibits.
31. Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32. Certification of Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
14
SIGNATURES
The financial information furnished herein has not been audited by an
independent accountant; however, in the opinion of management, all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the three and six months ended June 30, 2005
have been included.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EASYWEB, INC.
(Registrant)
DATE: August 12, 2005 BY: /S/ DAVID C. OLSON
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David C. Olson
President and CEO
15
EXHIBIT 31
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER and PRINCIPAL FINANCIAL OFFICER
I, David C. Olson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of EasyWeb, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report
is being prepared;
b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: August 12, 2005
/S/ DAVID C. OLSON
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David C. Olson
Principal Executive Officer and Principal Financial Officer
EXHIBIT 32
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 EasyWeb, Inc. (the "Company") on Form
10-QSB for the period ending June 30, 2005, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, David C. Olson,
Principal Executive Officer and Principal Financial Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
(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 result of operations of
the Company.
/S/ DAVID C. OLSON
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David C. Olson
Principal Executive Officer and Principal Financial Officer
August 12, 2005