10KSB/A 1 fo10ksb-a063003.htm UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

Amendment No. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: June 30, 2003

Commission file number: 0-13910

THE FURIA ORGANIZATION, INC.
(Exact name of registrant as specified in its charter)

DELAWARE

 

95-3931129

(State or other Jurisdiction

(IRS Employer

of incorporation or organization

 

Identification No.)

5030 Champion Blvd. G6#237, Boca Raton, Florida

 

33496

(Address of principal executive offices)

 

(Zip Code)

Issuer’s telephone number: (561) 241-4713

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, par value $.0001
------------------------------
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Sections 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 requirement for the past 90 days.

(1) Yes [   ] No [X]

(2) Yes [X] No [   ]

 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]

 

Registrant’s revenues for the year ended June 30, 2003; $0.00

 

There are no recent quotes available for the Registrant’s common stock. Accordingly, the Registrant is unable to determine the aggregate market value of the voting stock held by non-affiliates of the Registrant as of any recent date. The number of shares outstanding of common stock as of June 1, 2004 was 43,714,209. There was no established published market value for the Registrant’s stock during the last fiscal year and there were no published bid and asked prices.

DOCUMENTS INCORPORATED BY REFERENCE:

None

Transitional Small Business Disclosure Format:

Yes [   ] No [X]


 

PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT

When used in this Annual Report on Form 10-KSB, the words "may," "will," "expect," "anticipate," "continue," "estimate," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions and financial trends which may affect the Company’s future plans of operations, business strategy, operating results and financial position. Such statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors include, among others: (i) the Company’s ability to obtain additional sources of capital to fund continuing operations in the immediate term; (ii) the Company’s ability to retain existing or obtain additional licensees who act as distributors of its products; (iii) the Company’s ability to obtain additional patent protection for its encapsulation technology; and (iv) other economic, competitive and governmental factors affecting the Company’s operations, market, products and services. Additional factors are described in the Company’s other public reports and filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publicly release the result of any revision of these forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events.


 

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

       THE FURIA ORGANIZATION, INC. (the "Company"), was incorporated as Furia, Oringer Productions, Inc. under the laws of the State of Delaware on June 26, 1984 for the purpose of writing and producing film and tape television programs and theatrical motion pictures.. By 1991, the Company had transferred, assigned and disposed of its entertainment properties. In April 1994, Pat Fashions Industries, Inc, ("PFI") the Company’s subsidiary and only operating entity, filed a Petition in Bankruptcy under Chapter 11 seeking the reorganization of PFI. The Chapter 11 was converted to a Chapter 7 Proceeding and PFI was then liquidated. Resultantly, the Company has been seeking a merger or combination candidate in any industry and has been inactive since May 1994. As a result of the foregoing, the Company is a "blank check" or "shell" company.

Business Objectives

       The Company plans to seek one or more potential businesses that Management believes warrant the Company’s involvement. As a result of its limited resources, the number of potential businesses available will be extremely limited. The Company will not restrict its search to any particular industry. Nevertheless, Management does not intend to become involved with a company that is an investment company under the Investment Company Act of 1940; with a company that is a broker or dealer of investment securities or commodities; or with any company in which the officers, directors or shareholders of the target company are officers or directors of the Company. These business objectives are extremely general and are not intended to be restrictive upon the discretion of Management. Except for the general limitations contained above, management has not developed and does not intend to develop specific criteria to be followed in the search for and selection of a business acquisition. Shareholders will therefore have extremely limited information as to Management’s specific intentions and investors will be unable to determine even the industries which management might consider.

       The target company may be (i) in its preliminary or developmental stage, (ii) a financially troubled business or (iii) a going concern. It is impossible to determine the capital requirements of the target business or whether such business may require additional capital. Some target companies may seek to establish a public trading market for their securities.


 

       The analysis of potential business endeavors will be undertaken by or under the supervision of Management. Management will rely on its own business judgment in evaluating businesses that the Company may acquire or participate. See Item 9 - Directors, Executive Officers, Promoters and Control Persons. Locating and investigating specific business proposals may take an extended period of time. If a business is located, the negotiation, drafting, and execution of relevant agreements, disclosure documents and other instruments will require substantial time, effort, and expense. The time periods of these subsequent steps cannot be determined. If a specific business endeavor cannot be located the costs incurred in the investigation are not likely to be recovered. The failure to consummate an attempted transaction would likely result in the loss of the costs incurred.

       Shareholders of the Company are relying totally upon the business judgment of Management. Shareholders will not likely be consulted or provided any disclosure documentation in connection with any acquisition engaged in by the Company, unless required by state corporate law or the Federal securities laws. Although Management does not anticipate a sale of their Company shares in connection with an acquisition, in the event Management does enter into an agreement to do so, the remaining shareholders of the Company may not be afforded an equal opportunity to do so. As Management intends to offer a controlling interest in the Company, it is probable that a change of control will occur as a result of an acquisition engaged in by the Company. To the best knowledge of the Company, there are no lock-up agreements or understandings between the Company and its shareholders or among the shareholders that has the effect of restricting the transferability of any shareholders stock holdings. There are no arrangements, agreements, or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of the Company’s affairs, and there are no agreements concerning the election of members of the Board of Directors.

       It is not presently anticipated that the Company will acquire or merge with a business or company in which the Company’s promoters, management or their affiliates or associates directly or indirectly have an ownership interest, however there is no agreement, policy, or understanding to prevent such a transaction. In the event of such a non-arm’s length transaction, Management would seek an independent appraisal of the transaction. Notwithstanding the foregoing, there is the potential that a conflict of interest will arise between the Company and its management in which case Management’s fiduciary duties may be compromised. Any remedy available under state corporate law would, in such an event, most likely be prohibitively expensive and time consuming.


 

       A number of states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies in their respective jurisdictions. Some states prohibit the initial offer and sale as well as any subsequent resale of securities of shell companies to residents of their states. In such an event, the shareholders of the Company, as well as the shareholders of any target company, may be limited in their ability to resell shares of the Company. To the best knowledge of the Company, the following states may have such limitations (this list is not exhaustive and a significant number of other states may also have such limitations): Connecticut, Georgia, Oregon, Washington, and Florida.

Competition

       Inherent difficulties exist for any new company seeking to enter an established field. The Company will remain an insignificant participant among the firms that engage in mergers with and acquisitions of privately financed entities.

       There are many established venture capital and financial concerns which have significantly greater financial and personnel resources, technical expertise and experience than the Company. The Company is also subject to competition from numerous other recently formed public and private entities with business objectives similar to those of the Company.

Regulation

       The Investment Company Act of 1940 (Investment Act) defines an investment company as an issuer that is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading of securities. The Company does not intend to engage primarily in the activities of purchasing, trading or selling securities and intends to conduct its activities so as to avoid being classified as an investment company under the Investment Act. The Company could be expected to incur significant registration and compliance costs if required under the Investment Act, and the regulations promulgated thereunder. Section 3(a) of the Investment Act provides exclusions from its application for companies that are not primarily engaged in the business of investing, reinvesting or trading in investment securities. Management intends to implement its business plan in a manner that will result in the availability of this exception from the definition of investment company. Accordingly, Management will continue to review the Company’s activities from time to time with a view toward reducing the likelihood that the Company could be classified as an investment company.

       The Company’s plan of business may involve changes in its capital structure, management, control, and business, especially if it consummates its plan to acquire or merge with another entity. Each of these areas is regulated by the Investment Act, which regulations have the purported purpose of protecting purchasers of investment company securities. Since the Company will not register as an investment company, its shareholders will not be afforded these purported protections.


 

       Even if the Company restricts its activities as described above, it is possible that it may be classified as an inadvertent investment company. This would be most likely to occur if significant delays are experienced in locating a business opportunity.

       The Company intends to vigorously resist classification as an investment company and to take advantage of any exemptions or exceptions from application of the Investment Act, including an exception that allows an entity a one-time option during any three (3) year period to claim an exemption as a transient investment company. The necessity of asserting any such contention, or making any other claim of exemption, could be time consuming, costly or even prohibitive, given the Company’s limited resources.

       The Company intends to structure a merger or acquisition in such a manner as to minimize Federal and state tax consequences to the Company and its shareholders, and to any target company and its shareholders. Under Section 368 of the Internal Revenue Code of 1986, as amended (the Code), a statutory merger or consolidation is an exempt transaction and may be tax free to the companies and their shareholders if effected in accordance with state law. A tax free reorganization may require the Company to issue a substantial portion of its securities in exchange for the securities or assets of a target firm. Consequently, a tax free reorganization may result in substantial dilution of the ownership interests of the present shareholders of the Company. Even if a merger or consolidation is undertaken in accordance with the Code, there is no assurance that tax regulations will not change and result in the Company or its shareholders incurring a significant tax liability.

       The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on Nasdaq and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation for three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less than three years. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.


 

Employees

       The Company presently has no employees other than its President, Martin Cohen. Mr. Cohen is employed in another business, and therefore allocates a minimal amount of time to the affairs of the Company.

ITEM 2.  DESCRIPTION OF PROPERTY

       The Company neither owns nor leases real property.

ITEM 3.  LEGAL PROCEEDINGS

       The Company is not involved in any material legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       No items were submitted to a vote of the Company’s security holders during the fiscal year ended June 30, 2003.


 

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

       There is currently no established trading market for the Company’s Common Stock. Trading in the Company’s Common Stock occurs from time to time on the over-the-counter market. The trading has been sporadic and quotations are rarely published. Due to the infrequency of trades during the past three years, the Company does not believe that there is an established public trading market for its Common Stock.

       As of June 30, 2003, there were 649 holders of record of the Company’s Common Stock. As of June 1, 2004 we reported 43,714,209 outstanding shares of Common Stock, $.0001 par value. There have been no dividends paid or declared since the inception of the Company, and the Company’s present financial condition does not permit the payment of dividends. The Company cannot predict when, if at all, it will commence payment of dividends.

ITEM 6.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Financial Condition

       The Company had neither operations nor revenues since 1994. The expenses of the Company, for the fiscal year ended June 30, 1998, consisting principally of professional fees, transfer agent fees, franchise tax and registered agent’s fees were paid by Southcal Investments, Inc a Company then under the control of Waylon McMullen, the Company’s former President and current Director. In reimbursement for payments made by Southcal Investments, Inc., for and on behalf of the Company, The Company, on June 18, 1998 issued its Promissory Note to Southcal Investments, Inc. in the sum of $33,315 bearing interest at 8% per annum. The due date of the Note was June 20, 2003 As of September 3, 2002, the Company was indebted to Southcal Investments, Inc., in the sum of approximately $44, 530, consisting of the principal of the Promissory Note plus accrued interest of $11,215.On September 3, 2002, The Company and Southcal Investments, Inc., agreed to satisfy the Promissory Note issued by the Company, by the issuance of 2,000,000 shares of the Company’s Common Stock.

       Through December 2000 all expenses of the Company were borne by Waylon McMullen. On December 21, 2000, the Company, in full satisfaction of any and all claims Waylon McMullen had or may have against the Company for (1) money expended on behalf of the Company (including but not limited to accounting fees, taxes, and printing of stock certificates); and (2) legal services rendered as attorney for the Company, the Board of Directors authorized the issuance of 3,000,000 shares of its common stock.

       On May 10. 2001, Mr. Martin Cohen was appointed President and a Director of the Company to serve until his successor is elected and agrees to serve.


 

       On December 21, 2000, in consideration of the services rendered and to be rendered by RN Capitals Partners, Inc., in (1) negotiating, structuring and finalizing the recession, nun pro tunc referred to above; (2) seeking and negotiating with potential candidates interested in merging with the Company; (3) putting the Company in compliance with its obligations as a 12G Company under the Securities Exchange Act of 1934, as amended; and (4) paying and/or assuming the payment of the Company’s expenses, accrued and to be accrued,(including but not limited to legal and accounting fees) in connection with "cleaning up" the Company and bringing it in compliance with its obligations as a 12G Company, the Board of Directors of the Company authorized and directed the issuance of 13,500,000 shares of its Common Stock to RN. To-date, RN Capital Partners has been satisfying the obligations of the Company. Mr. Martin Cohen, President of The Furia Organization, Inc., is also the President and Chief Operating Officer of RN Capital Partners, Inc.

Subsequent Events

       As of the date hereof, the Company remains a "shell" company. The Company plans to seek one or more potential businesses that Management believes warrant the Company’s involvement. As a result of its limited resources, the number of potential businesses available will be extremely limited. The Company will not restrict its search to any particular industry. Management has not developed and does not intend to develop specific criteria to be followed in the search for and selection of a business acquisition.

       The target company may be (i) in its preliminary or developmental stage, (ii) a financially troubled business or (iii) a going concern. It is impossible to determine the capital requirements of the target business or whether such business may require additional capital. Some target companies may seek to establish a public trading market for their securities.

       It is not presently anticipated that the Company will acquire or merge with a business or company in which the Company’s promoters, management or their affiliates or associates directly or indirectly have an ownership interest, however there is no agreement, policy, or understanding to prevent such a transaction. In the event of such a non-arm’s length transaction, Management would seek an independent appraisal of the transaction.

ITEM 7.  FINANCIAL STATEMENTS

       Financial statements are included under Item 13(A) and may be found at pages F-1 through F-7.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE MATTERS

       Effective March 16, 2005, Harvey Weingard, C.P.A., the independent certified public accountant and auditor of The Furia Organization, Inc. (the “Company”) for the fiscal years ended June 30, 2003 and 2004, was dismissed by the Company from further audit services to the Company because Mr. Weingard was not registered with the Public Company Accounting Oversight Board. The dismissal was approved by the Board of Directors of the Company.


 

       During the fiscal years ended June 30, 2003 and 2004, the financial statements of the Company did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to any uncertainty, audit scope, or accounting principles, except that the reports of Harvey Weingard, C.P.A. for such fiscal years indicated conditions which raised substantial doubt about the Company’s ability to continue as a going concern.

       For the two fiscal years ended June 30, 2003 and 2004, there were no disagreements between the Company and Harvey Weingard, C.P.A. on any matter of accounting principles or practice, financial statement disclosure, or auditing scope or practices which if not resolved to the satisfaction of Harvey Weingard, C.P.A. would have caused Harvey Weingard, C.P.A. to make reference to the subject matter of the disagreement in connection with its reports.

       Effective March 16, 2005, Lawrence Scharfman & Co., C.P.A., P.C., located at 9608 Honey Bell Circle, Boynton Beach, FL 33437 was engaged by the Company to audit the consolidated financial statements of the Company for its fiscal years ended June 30, 2003, 2004 and 2005, and the related statements of income, stockholders’ equity, and cash flows for the year then ending. During the two most recent fiscal years or any subsequent interim period, the new independent accountant had not previously been engaged as either the principal accountant of the Company to audit its financial statements or of any significant subsidiary, nor has the Company consulted with him regarding any accounting issue, auditing or financial reporting issue regarding such financial statements or any reportable event prior to February 2005.


 

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

       As of June 1, 2004 the following were the Officers, Directors, Promoters and Control Persons of the Company.

 Name

Age

Positions Held

 

Martin Cohen

61

President and Director

 
 Waylon E. McMullen

58

Assistant Secretary

   

and Director

       On May 10. 2001, Mr. Martin Cohen was appointed President and a Director of the Company to serve until his successor is elected and agrees to serve. For the past Four(4) years, Mr. Cohen has been President of RN Capital Partners, Inc.("RN") a, privately held, financial consulting company, directly and indirectly, providing capital to individuals and publicly-held companies. For the three (3) years prior thereto Mr. Cohen was President of Capital Associates, a company engaged in a similar business to that of RN.

       Mr. McMullen is a practicing attorney and has been President of Waylon E. McMullen, P.C. a law firm, from 1991 until the present. Prior to that Mr. McMullen was President of Akin & McMullen, P.C., a law firm, or its successors from 1971.

       Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers and persons who own more than ten percent (10%) of the Company’s common stock to file with the Securities and Exchange Commission (the "SEC") initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent (10%) shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. To the Company’s knowledge, based solely on the review of the copies of such reports filed during the fiscal year ended June 30, 2003, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent (10%) beneficial owners were complied with.


 

ITEM 10.  EXECUTIVE COMPENSATION

       The Company has not paid any compensation to any officer or director during the period ending June 30, 2003

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       The following table sets forth certain information regarding the ownership of Company common stock as of June 1, 2004, based on information obtained from such persons, the Company’s records and schedules required to be filed with the Company, with respect to (i) each shareholder known by the Company to own beneficially five percent (5%) or more of such outstanding Common Stock, (ii) each current director and executive officer of the Company, and (iii) all executive officers of the Company as a group. Except as otherwise indicated below, each of the entities or persons named in the table has sole voting and investment power with respect to all shares of common stock beneficially owned.

Name and Address

of Beneficial Owner

Number of Shares

Percent of Class (1)

 
 

RN Capital Partners, Inc. (2)

13,500,000

31%

 

5030 Champion Blvd., G6#237

Boca Raton, Florida 33496

 

Martin Cohen (2)

13,500,000

31%

 

5030 Champion Blvd., G6#237

Boca Raton, Florida 33496

 

Time for a Change, Inc.(3)

13,351,449

31%

 

17309 Club Hill Dr.

Dallas, Texas 75248

 

Cheryl L. McMullen (3)(4)

13,351,449

31%

 

17309 Club Hill Dr.

Dallas, Texas 75248

 

Waylon E. McMullen (4)

3,000,000

7%

 

P.O. Box 795517

Dallas, Texas 75379-5517

 

All Directors and Officers as a

group (two persons)

16,500,000

38%

 

------------------

 

(1)

Based upon 43,714,209 Company common stock outstanding as of June 1, 2004.

 

(2)

Mr. Cohen is the President and Chief Operating Officer of RN Capital Partners, Inc. The shares attributed to RN Capital Partners, Inc. are the same shares attributed to Mr. Cohen.

 

(3)

Ms. McMullen is the president and controlling shareholder of Time for a Change, Inc. The shares attributed to Time for a Change, Inc. are the same shares attributed to Ms. McMullen.

 

(4)

Mr. McMullen is the husband of Cheryl L. McMullen, the president and controlling shareholder of Time For a Change, Inc. Mr. McMullen disclaims any beneficial ownership of the shares held by Time For a Change, Inc.


 

       The Company does not know of any other arrangement or pledge of its securities by persons now considered in control of the Company that might result in a change in control of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

       The Company had no operations nor revenues since fiscal year 1995. The expenses of the Company, for the fiscal year ended June 30, 1998, consisting principally of professional fees, transfer agent fees, franchise tax and registered agent’s fees were paid by Southcal Investments, Inc a Company then under the control of Waylon McMullen, the Company’s then President. In reimbursement for payments made by Southcal Investments, Inc., for and on behalf of the Company, The Company, on June 18, 1998 issued its Promissory Note to Southcal Investments, Inc. in the sum of $33,315 bearing interest at 8% per annum. The due date of the Note was June 20, 2003. On September 2, 2002, the Company and Southcal Investments, Inc., agreed to satisfy the Promissory Note issued by the Company, by the issuance of 2,000,000 shares of the Company’s Common Stock.

       Through December 2000 all expenses of the Company were borne by Waylon McMullen. On December 21, 2000, the Company, in full satisfaction of any and all claims Waylon McMullen, the former President of the Company and now a Director of the Company, had or may have against the Company for (1) money expended on behalf of the Company (including but not limited to Accounting Fees, Franchise Taxes, acquisition of stock certificates); and (2) legal services rendered as attorney for the Company, the Board of Directors authorized the issuance of 3,000,000 shares of its common stock. .

       On December 21, 2000, in consideration of the services rendered and to be rendered by RN Capital Partners, Inc, a Company under the control of Martin Cohen, President and Director of The Furia Organization, Inc., in (1) negotiating, structuring and finalizing the recession, nun pro tunc referred to above; (2) seeking and negotiating with potential candidates interested in merging with the Company; (3) putting the Company in compliance with its obligations as a 12G Company under the Securities Exchange Act of 1934, as amended; and (4) paying and/or assuming the payment of the Company’s expenses, accrued and to be accrued, (including but not limited to legal and accounting fees) in connection with "cleaning up" the Company and bringing it in compliance with its obligations as a 12G Company, the Board of Directors of the Company authorized and directed the issuance of 13,500,000 shares of its Common Stock to RN. To-date, RN Capital Partners has been satisfying the obligations of the Company.


 

PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

A.

Financial Statements filed as part of this Report:

 
 
   

Page Reference

 
 

Report of Independent Auditors on Financial

 
 

Statements of The Furia Organization, Inc.

F-1

 
 

Balance Sheet as of June 30,2003 and 2002

F-2

 
 

Statements of Operations for the year ended

 
 

June 30, 2003 and 2002

F-3

 
 

Statement of Stockholders’ Deficiency for the year

 
 

ended June 30, 2003 and 2002

F-4

 
 

Statement of Cash Flows for the year ended

 
 

June 30, 2003 and 2002

F-5

 
 

Notes to Financial Statements of The Furia

 
 

Organization, Inc. for the year ended June 30, 2003 and 2002

F-6

 

B.

Financial Statement Schedules:

 
 
 

None

 
 

C.

The following Exhibits are filed as part of this Report:

 
     
 

Exhibit

Description

 
     
   3.1

Certificate of Incorporation of the Registrant (Incorporated by to Exhibit 3 (a) of the Company’s Registration Statement, File No. 2-94266 LA)

     
   3.2

Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 2.2 of the Company’s 10KSB for the fiscal year ended June 30, 1997)

     
   3.3

By-Laws of the Company (Incorporated by reference to Exhibit 3 (b) of the Company’s Registration Statement, File No. 2-94266 LA)

     
   4.1

Copy of Specimen Stock (Incorporated by reference to Exhibit of The Company’s Registration Statement, File No. 2-942266 LA)

     
   31.1

Certification of Chief Executive and Chief Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

     
   32.1

Certification of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

     

D.

Reports on Form 8-K

 
 
 

None

   

 

SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements of filing on Form 10-KSB, and has duly caused this Amended Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized on the 23 day of March, 2005.

THE FURIA ORGANIZATION, INC.

 
 
 

By:

/s/ Michael Alexander

 
   

Michael Alexander

 
   

Chief Executive Officer

 

       Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-KSB has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Principal Executive

Title

Date

 
 

Michael Alexander

 Chief Executive Officer and  March 23, 2005  

Michael Alexander

Director


 

Index to Financial Statements

Description

Page

 

Report of Independent Certified Public

Accountants Lawrence Scharfman C.P.A.. P.C.)

F-1

 

Balance Sheets at June 30,2003 and 2002.

F-2

 

Statements of Operations for

the years ended June 30, 2003 and 2002.

F-3

 

Statement of Stockholders Deficiency

For the years ended June 30, 2003 and 2002

F-4

 

Statements of cash flows for the years

ended June 30, 2003 and 2002.

F-5

 

Notes to Consolidated Financial Statements

F-6


 

Lawrence Scharfman & Co., CPA P.C.

Certified Public Accountants

 

18 E. SUNRISE HIGHWAY, #203

   

9608 HONEY BELL CIRCLE

FREEPORT, NY 11520

   

BOYNTON BEACH, FL 33437

TELEPHONE: (516) 771-5900

   

TELEPHONE: (561) 733-0296

FACSIMILE: (516) 771-2598

   

FACSIMILE: (561) 740-0613

 
 

Mr. Michael Alexander

The Furia Organization, Inc.

2233 Ridge Road, Suite #102

Rockwall, Tx 75087

 

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

 

We have audited the accompanying balance sheets of The Furia Organization, Inc.( the “Company”) of June 30, 2003 and 2002 and the related statements of operations, stockholders’ Equity and cash flows for the year ended June 30, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audit in accordance with the standard of the Public Company Accounting Oversight Board ( United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company . as of (at) June 30, 2003 and June 30, 2002, , and the results of its operations and its cash flows for the year ended June 30, 2003 in conformity with U.S. generally accepted accounting principles..

 
 
 
 
 

Lawrence Scharfman, C.P.A.

Boynton Beach, Florida

 

March 7, 2005

F-1
 

THE FURIA ORGANIZATION, INC.
BALANCE SHEET AS OF JUNE 30

   

2003

2002

       
 ASSETS  
     

Current Assets

$

-- 

$

-- 

       

TOTAL ASSETS

$

-- 

$

-- 

       

LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY)

 
     

Current Liabilities

Note Payable

$

-- 

33,315 

Accrued Interest

-- 

10,748 

Accounts Payable and

Other Accrued Liabilities

 

-- 

 

-- 

       

TOTAL LIABILITIES

$

-- 

$

44,063 

       

Stockholders’ (Deficiency)

Preferred Stock- 0.0001 par value,

50,000,000 authorized, issued and

outstanding -0-

 

-- 

-- 

Common Stock - $0.0001 par

  value, 200,000,000 shares

authorized, 43,714,209 and41,714,209 issued and

outstanding at June 30, 2003 and 2002,

$

4,371 

$

4,171 

Additional Paid-In Capital

 

6,427,616 

 

6,383,286 

Donated Capital

 

14,972 

 

14,972 

Accumulated Deficit

 

(6,446,959)

 

(6,446,492)

 

TOTAL STOCKHOLDERS’ (DEFICIENCY)

$

-- 

$

(44,063)

       

TOTAL LIABILITIES AND

STOCKHOLDERS’(DEFICIENCY)

$

-- 

 

-- 

       

See accompanying notes to financial statements

F-2


 

THE FURIA ORGANIZATION, INC.
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30,

   

2003

2002

       

REVENUES

$

--

$

--

       

TOTAL REVENUE

$

--

$

--

       
 

EXPENSES

  General, administrative

 

  And Interest Expenses

$

467

$

2,665

       
 

NET LOSS

$

(467)

$

(2,665)

 

Loss Per Common Share

$

(0.0000)

$

(0.0001)

 

Weighted Average

  Number of Common Shares

  Outstanding

 43,714,209  41,714,209
 

See accompanying notes to financial statements

F-3


 

 

THE FURIA ORGANIZATION, INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIENCY
FOR YEARS ENDED JUNE 30, 2003 AND 2002

 
 

Additional

 
 

Preferred

Preferred

Common

Common

Paid-in

Donated

Accumulated

Stockholder’

 

Shares

Stock

Shares

Stock

Capital

Capital

Deficit

Equity

                 
 Balance at                
 June 30, 2002

-0- 

 -0- 

41,714,209 

$ 4,171 

$ 6,383,286 

$ 14,972 

$ (6,446,492)

$ (44,063)

                 

Net Loss

           

(467)

(467)

                 

Common

               

Stock

   

2,000,000 

200 

     

200 

                 

Issuance

               

Increase in

               

Paid in

               

Capital

       

44,330 

   

44,330 

                 
 Balance at                
 June 30, 2003

-0- 

-0- 

43,714,209 

$ 4,371 

$6,427,616 

$ 14,972 

$ (6,446,959)

$ (---) 

                 

See accompanying notes to financial statements

F-4


 

THE FURIA ORGANIZATION, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30

   

2003

2002

       

Cash Flows from Operating

Activities:

 

Net Loss

$

(467)

$

(2,665)

 

Adjustments to Reconcile

 
 

Net Loss to Net Cash

 
 

Provided (Used) by

 
 

Operating Activities:

 
 

Increase (Decrease)in

 
 

Accounts Payable and

 
 

Accrued Liabilities

 
 

Increase in Notes Payable

 
 

Accrued Interest

467 

 

2,665 

       
 

Total Adjustments

$

467 

$

2,665 

       

Net Cash Provided (Used)

 

by Operating Activities

   -- 

-- 

 

Cash Flows From Investing

 

Activities

   

-- 

 

-- 

 

Cash Flows From

 

Financing Activities

   

-- 

 

-- 

 

Net Increase

(Decrease) in Cash

   

-- 

 

-- 

Cash at Beginning

of Year

   

-- 

 

-- 

       
 

Cash at End of Year

$

-- 

$

-- 

       

See accompanying notes to financial statements

F-5


 

THE FURIA ORGANIZATION, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2003 and 2002.

NOTE 1 - GOING CONCERN

       The Furia Organization, Inc., (the Company) has been inactive for the past five years and was seeking candidate for a merger or business combination. (See Subsequent Events) The accompanying statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.

       The Company’s continued existence as a going concern is substantially in doubt since such existence is solely dependent upon the continued support of its Board of Directors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Organization

       The Company was incorporated under the laws of the State of Delaware on June 26, 1984.

       Loss Per Common Share

       Loss per common share is computed by dividing net loss by the average number of common shares outstanding during the period.

       Use of Estimates

       The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

F-6


 

NOTE 3 - INCOME TAXES

       The Company provides for the tax effects of transactions reported in the financial statements. The provision, if any, consists of taxes currently due plus deferred taxes related primarily to differences between the basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities, if any, represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. As of June 30, 2003, the Company had no material current tax liability, deferred tax assets, or liabilities.

F-7