U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
Amendment No. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2004.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______ to ________
COMMISSION FILE NUMBER: 000-49672
ZANNWELL INC.
(Name of small business issuer in its charter)
NEVADA 88-0408213
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 BIRMINGHAM DRIVE, SUITE 110-C 92007
CARDIFF, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(760) 753-7163
(Issuer's telephone number)
8400 Normandale Lake Blvd., Suite 920, Bloomington, Minnesota 55437
(former address)
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 equity, as of the latest practicable date: As of October 29, 2004, the
issuer had 167,750,000 shares of its common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes[ ] No [X]
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis or Plan of Operation . 10
Item 3. Controls and Procedures . . . . . . . . . . . . . . . . . . 11
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . 12
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 12
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . 12
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of Security Holders . . . . 12
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . 12
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 14
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 15
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 16
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 17
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ZANWELL INC.
(FORMERLY USA TELECOM INTERNATIONALE)
Three and Nine Months
Ended September 30, 2004 and 2003
(Unaudited)
ASSETS
Current Assets
Cash and Equivalents $ 11,504
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable $ 7,959
Notes Payable-Related Parties 78,709
-------------
Total Current Liabilities 86,668
-------------
Stockholders' Deficit
Preferred Stock, $.001 par value:
Series A: Authorized 20,000,000, 11,714,286 issued and outstanding 11,714
Series B: Authorized 10,000,000, none issued and outstanding
Series C: Authorized 20,000,000, 10,000,000 issued and outstanding 10,000
Common Stock, $.001 par value:
Authorized 900,000,000, 137,750,000 issued and outstanding 134,950
Additional Paid-In Capital 29,180,787
Retained Deficit (29,412,615)
-------------
Total Stockholders' Deficit (75,164)
-------------
Total Liabilities and Stockholders' Deficit $ 11,504
=============
3
ZANWELL INC.
(FORMERLY USA TELECOM INTERNATIONALE)
Three and Nine Months
Ended September 30, 2004 and 2003
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
----------------- ---------------- ------------- -----------
OPERATING EXPENSES
General & Administrative $ 28,736,029 $ 12,091 $ 29,141,279 $ 53,575
Executive Compensation-Related Party - 10,000 - 10,000
Depreciation - 43 - 129
Interest Income - (32,038) - (96,114)
Interest Expense 3,148 - 3,198 -
Loss on Sale of Assets-Related Party - - 290,769 -
----------------- ---------------- ------------- -----------
NET INCOME (LOSS) $ (28,739,177) $ 9,904 $(29,435,246) $ 32,410
================= ================ ============= ===========
Basic and Diluted Net Income (Loss)
Per Common Share $ (0.37) $ 0.00 $ (0.87) $ 0.01
Weighted Average Number of Shares
Outstanding 77,934,783 4,250,000 33,914,234 4,250,000
4
ZANWELL INC.
(FORMERLY USA TELECOM INTERNATIONALE)
Three and Nine Months
Ended September 30, 2004 and 2003
(Unaudited)
NINE MONTHS ENDED
SEPTEMBER 30,
2004 2003
------------- ----------
Cash Flows From Operating Activities
Net Income (Loss) $(29,435,246) $ 32,410
Adjustments to reconcile net income (loss) to net cash
provided by (used) by operating activities:
Depreciation - 129
Loss on Sale of Assets-Related Party 290,769 -
Stock Option Expense 54,346 -
Stock Issued for Services 28,558,030 -
Imputed Interest 3,148 -
Changes in Operating Assets and Liabilities:
Decrease in Security Deposit - 5,000
Accounts Payable and Other Accrued Liabilities 142,451 9,680
------------- ----------
Net cash provided by (used) in operating activities (386,502) 47,219
------------- ----------
Cash Flows From Investing Activities:
(Increase) in loan receivable - (267,963)
Proceeds from the Sale of Assets 10,300 -
------------- ----------
Net cash provided by (used) in investing activities 10,300 (267,963)
------------- ----------
Cash Flows From Financing Activities:
Proceeds from the sale of common stock 392,934 -
Proceeds from related party loan 44,390
Payments on related party loan (5,343)
------------- ----------
Net cash provided by financing activities 387,591 44,390
------------- ----------
Net Change in Cash 11,389 (176,354)
Cash Beginning of Period 115 176,354
------------- ----------
Cash End of Period $ 11,504 $ -
============= ==========
Supplemental information:
Interest Paid $ 50 $ -
============= ==========
Income Taxes Paid $ 5,828 $ -
============= ==========
5
ZANNWELL, INC.
(formerly USA Telecom Internationale)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Zannwell, Inc.
("Zannwell") have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission ("SEC"), and should be read in conjunction
with the audited financial statements and notes thereto contained in Zannwell's
Annual Report filed with the SEC on Form 10-KSB. In the opinion of management,
all adjustments, consisting of normal recurring adjustments, necessary for a
fair presentation of financial position and the results of operations for the
interim periods presented have been reflected herein. The results of operations
for interim periods are not necessarily indicative of the results to be expected
for the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for 2003
as reported in the 10-KSB have been omitted.
NOTE 2 - STOCK BASED COMPENSATION
Zannwell accounts for its employee stock-based compensation plans under
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees. Zannwell granted 76,000,000 options to purchase common stock to
employees in the nine months ending September 30, 2004. All options vest
immediately, have an exercise price of 85 percent of market value on the date of
grant and expire 10 years from the date of grant. Zannwell recorded compensation
expense of $54,346 under the intrinsic value method during the nine months ended
September 30, 2004.
The following table illustrates the effect on net loss and net loss per share if
Zannwell had applied the fair value provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.
Three Months Ended Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
------------- ------ ------------- ---------
Net income (loss) $(28,739,177) $9,904 $(29,435,246) $(32,410)
Add: stock based compensation
determined under intrinsic
value based method 54,346 - 54,346 -
Less: stock based compensation
determined under fair value
based method (362,306) - (362,306) -
------------- ------ ------------- ---------
Pro forma net loss $(29,047,137) $9,904 $(29,743,206) $(32,410)
============= ====== ============= =========
Basic and diluted net loss per share
As reported $ (.37) $ 0.00 $ (.87) $ 0.01
============= ====== ============= =========
Pro forma $ (.37) $ 0.00 $ (.88) $ 0.01
============= ====== ============= =========
NOTE 3 - EQUITY
There are three classes of preferred stock, A, B & C. Each share of Series A and
B is convertible at the option of the holder into 10 shares common stock. Series
C is not convertible, but each share has 100 votes.
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During the nine months ended September 30, 2004, employees exercised options to
acquire 73,200,000 shares of common stock on a cashless basis through an outside
broker. The broker sold the shares on the open market and Zannwell received
proceeds totaling $132,934.
During the nine months ended September 30, 2004, Zannwell sold 13,000,000 shares
of common stock in a private placement for proceeds of $260,000.
During the nine months ended September 30, 2004, Zannwell issued 1,000,000
shares of Series A preferred stock for services. The shares were valued at
$280,000.
During the nine months ended September 30, 2004, Zannwell issued 10,714,286
shares of Series A preferred stock for $150,000 of debt owed to a related party.
The shares were valued at $262,500 resulting in a reduction of debt of $150,000
and a charge to expense for the additional $112,500.
During the nine months ended September 30, 2004, Zannwell issued 10,000,000
shares of Series C preferred stock for services. The shares were valued at
$28,000,000.
During the nine months ended September 30, 2004, Zannwell issued 44,500,000
shares of common stock for services. The shares were valued at $165,530.
NOTE 4 - SUBSEQUENT EVENTS
In October 2004, employees' exercised options to acquire 2,800,000 shares of
common stock on a cashless basis through an outside broker.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
FORWARD-LOOKING INFORMATION
Much of the discussion in this Item is "forward looking" as that term is
used in Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934. Actual operations and results may materially differ from
present plans and projections due to changes in economic conditions, new
business opportunities, changed business conditions, and other developments.
Other factors that could cause results to differ materially are described in our
filings with the Securities and Exchange Commission.
The following are factors that could cause actual results or events to
differ materially from those anticipated, and include, but are not limited to
general economic, financial and business conditions, changes in and compliance
with governmental laws and regulations, including various state and federal
environmental regulations, our ability to obtain additional financing from
outside investors and/or bank and mezzanine lenders; and our ability to generate
sufficient revenues to cover operating losses and position us to achieve
positive cash flow.
Readers are cautioned not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof. We believe
the information contained in this Form 10-QSB to be accurate as of the date
hereof. Changes may occur after that date. We will not update that information
except as required by law in the normal course of its public disclosure
practices.
Additionally, the following discussion regarding our financial condition
and results of operations should be read in conjunction with the financial
statements and related notes contained in Item 1 of Part I of this Form 10-QSB,
as well as the financial statements in Item 7 of Part II of our Form 10-KSB for
the fiscal year ended December 31, 2003.
MANAGEMENT'S PLAN OF OPERATION
Change of Control. On March 19, 2004, we issued 13,000,000 shares of
common stock to Robert C. Simpson, Ph.D. for a purchase price of $260,000.00
which constituted approximately 75 percent of our issued and outstanding shares
of common stock. Before the purchase by Dr. Simpson, Allen Jones was our
controlling stockholder. Following the purchase of our shares by Dr. Simpson,
he and George Peterman were appointed to our board of directors. Dr. Simpson
was also elected as our president, chief financial officer and secretary.
On May 26, 2004, Mr. Peterman resigned as a director. On July 14, 2004,
Dr. Simpson resigned as our president and became chairman of our board of
directors. At that time, we elected Luther E. Lindner, M.D., Ph.D. as president
and chief executive officer. We and Dr. Lindner have since mutually agreed that
Dr. Lindner would resign as our president and chief executive officer in order
to allow Dr. Lindner to accept a position as president and chief executive
officer of Cryptobe, Inc., an affiliated privately-held company.
We retained AMVI, a company controlled by Mr. Jones, as a consultant. Under the
terms of the consulting agreement, AMVI will receive a total of $141,516 from
March 19,
8
2004 through October 1, 2004, payable in four installments. In addition, we sold
certain assets to AMVI for $10,300, which consisted of 5,000 shares of common
stock of an unrelated corporation, certain computer equipment and a note
receivable in the principal amount of $300,000. All monies were put into a trust
managed by counsel and paid on schedule.
After Dr. Simpson initially acquired our shares, we intended to acquire
Blue Kiwi, Inc., a company in which Dr. Simpson has an equity interest. However,
we decided that we would not acquire Blue Kiwi, Inc. Instead, we entered into a
strategic alliance with Blue Kiwi based on the synergies as seen by Dr. Simpson.
We intend to either commence operations or acquire another business with
operation in which Dr. Simpson may have an equity interest. It is possible that,
as a result of any acquisition of a business in which Dr. Simpson has an equity
interest, we may issue additional shares of our capital stock to Dr. Simpson. We
have been actively reviewing possible acquisitions opportunities.
Before the change of control described above, we acted as an agent in
commercial transactions between Vietnamese purchasers and U.S. manufacturers.
In particular, we identified suitable (with respect to products, quantities and
trade terms) U.S. suppliers for Vietnamese buyers, facilitated communications
between the parties, and assisted Vietnamese buyers with the preparation of
letters of credit documentation and submitting of such to the seller for
approval.'
Our new management decided to terminate the Vietnamese commercial business
and focus on opportunities within the United States. We are currently
evaluating various business opportunities, including operating opportunities,
joint ventures, acquisitions or other business combinations. Some of the
opportunities being evaluated are ones in which our management has a current
interest, and it is possible that, if we pursue one of these opportunities,
management may receive additional capital stock of ZannWell in connection
therewith.
We currently have limited working capital with which to satisfy our cash
requirements, and we will require additional capital in order to conduct
operations. We anticipate that we will raise at least $250,000 in additional
working capital in order to sustain operations for the next 12 months. This
requirement could increase substantially, depending on the nature and capital
requirements of the business opportunities we elect to pursue. In order to
obtain the necessary working capital, we intend to continue to seek private
equity financing in 2004. Such financing may not be available to us when and if
needed on acceptable terms or at all. In the event that we are unable to obtain
such financing, management may provide additional financing for ZannWell.
In the next 12 months, we intend to hire from six to up to 50 employees,
depending on the nature of the business opportunities we elect to pursue. We
have established the ZannWell Inc. 2004 Employee Stock Incentive Plan in order
to attract and retain employees and to provide employees who make significant
and extraordinary contributions to 'our long-term growth and performance with
equity-based compensation incentives.
We intend to take advantage of the full array of services provided by ATNG,
Inc., a publicly held company controlled by Dr. Simpson. The services include
financial, accounting, payroll, human relations, travel, and legal. In
addition, we have established the ZannWell Inc. 2004 Non-Employee Directors and
Consultants Retainer Stock Plan in order to promote the interests of ZannWell
and its stockholders by attracting and retaining non-employee directors and
consultants capable of furthering the future success of ZannWell.
We intend to retain any future earnings to finance the expansion of our
business and any necessary capital expenditures, and for general corporate
purposes.
We have also entered into an agreement to purchase Future Beverages Inc.
from a company affiliated with ATNG, Inc. for cash, stock and other
consideration. We feel that Future Beverages Inc. has upside potential and is
expected to be profitable in early 2005. Our new facility is located in Tempe,
Arizona. Future Beverages Inc. has a patented "Cold Fill Process" for enhanced
healthy beverage production like tasteless water with glucosamine and several
other products. Future Beverages Inc. has several agreements signed or in
process.
We have several products in the formulation stages. We hope that these
products will be assisted by the synergies between ZannWell and ATNG/Blue Kiwi.
9
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE CORRESPONDING PERIOD IN
2003.
Revenues. There were no revenues during the three months ended September
30, 2004.
Operating Expenses. During the three-month period ended September 30, 2004,
operating expenses were slightly higher.
Consulting expenses were approximately 20 percent of our operating expenses
during the three-month period ended September 30, 2004. There is no way to
compare the prior business to our current situation since we were in the
telecommunications business prior to 2004.
General overhead expenses were $27.7 million for the three month period
ended September 30, 2004. The actual cash spent during the third quarter was
approximately $300,000 as a result of start-up expenses. $28 million is
associated with 10,000,000 shares of our Series C preferred stock that was
issued.
We anticipate overhead to be very closely managed with minimal waste in the
future.
Professional fees, which are made up primarily of accounting fees and legal
fees, totaled approximately $75,000.00 during the three-month period ended
September 30, 2004 as compared to less than $10,000.00 for the three-month
period ended September 30, 2003. Securities related items made up most of the
professional fees.
There were no depreciation or amortization expenses during the period
ending September 30, 2004.
We intend to continue to find ways to expand our business, including
through acquisitions. We believe that revenues and earnings will increase as we
grow.
LIQUIDITY AND CAPITAL RESOURCES
Our capital requirements, particularly as they relate to our desire to
expand through acquisitions, our plan to grow our business, have been and will
continue to be significant. Our future cash requirements and the adequacy of
available funds will depend on many factors, including the pace at which we are
able to make acquisitions, the pace at which we can deploy our technology, the
acceptance of our products by our clients and the availability of adequate
capital.
To date, we have funded our operations with the capital we raised through
sales of our securities. If capital sources were terminated, our working capital
would decline significantly. We cannot guarantee that these relationships will
continue, or even if they continue, that we will earn enough revenue to sustain
our operations. Currently, however, we believe that revenues from our operations
together with the proceeds from the offering of our securities we undertook in
January 2004 and our cash on hand will be sufficient to satisfy our working
capital needs for the remainder of 2004. During the next 12 months, if we fail
to earn revenue in an amount sufficient to
10
fund our operations, we intend to raise capital through public or private
offerings of our securities or from loans, if we are able to obtain them. We
have no commitments for financing for our future needs and we cannot guarantee
that financing will be available to us, on acceptable terms or at all. If we do
not earn revenues sufficient to support our business and we fail to obtain other
financing, either through an offering of our securities or by obtaining loans,
we may be required to curtail, or even to cease, our operations.
As of September 30, 2004 we had working capital of $151,000 made up of cash
and cash equivalents of greater than $11,500 and short-term investments of
$140,000. We anticipate that cash will remain constant for 2004. Our cash
resources may decrease if we complete an acquisition during 2004, or if we are
unable to maintain positive cash flow from our business through 2004.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We believe that we do not have any material exposure to interest or
commodity risks. We are exposed to certain economic and political changes in
international markets where we compete, such as inflation rates, recession,
foreign ownership restrictions, and trade policies and other external factors
over which we have no control.
Our financial results are quantified in U.S. dollars and a majority of our
obligations and expenditures with respect to our operations are incurred in U.S.
dollars. In the past the majority of our operating capital was raised through
business relationships, whose operations are conducted in U.S. dollars.
We currently have no material long-term debt obligations. We do not use
financial instruments for trading purposes and we are not a party to any
leverage derivatives.
As discussed by our accountants in the audited financial statements
included in Item 7 of our Annual Report on Form 10-KSB, our revenue is currently
insufficient to cover its costs and expenses. The management anticipates
raising any necessary capital from outside investors coupled with bank or
mezzanine lenders. As of the date of this report, we have not entered into any
negotiations with any third parties to provide such capital.
OUR INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS HAVE STATED IN THEIR REPORT
INCLUDED IN OUR DECEMBER 31, 2003 FORM 10-KSB, THAT WE HAVE INCURRED OPERATING
LOSSES IN THE LAST TWO YEARS, AND THAT WE ARE DEPENDENT UPON MANAGEMENT'S
ABILITY TO DEVELOP PROFITABLE OPERATIONS. THESE FACTORS AMONG OTHERS MAY RAISE
SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
RECENT DEVELOPMENTS
On November 23, 2004, R. Patrick Liska was removed as our director,
president, Chairman of the board and chief executive officer. The removal of R.
Patrick Liska as our director and officer resulted from philosophical
differences between us and Mr. Liska regarding business operations, policies and
practices. The effective date of the removal was November 23, 2004.
Effective November 23, 2004, Robert C. Simpson was elected our sole
director, president, chairman of the board and chief executive officer.
On November 29, 2004, a change in control occurred as the result of the
acquisition of our series A, series B and series C preferred stock by Palomar
Enterprises, Inc., a Nevada Corporation ("Palomar").
Pursuant to that certain Capital Stock Purchase Agreement dated November
29, 2004, between Robert C. Simpson, our sole director and officer and Palomar,
a copy of which is attached as an exhibit to this Amended Quarterly Report, on
November 29, 2004, Palomar acquired from Dr. Simpson 19,000,000 shares of our
series A preferred stock, 10,000,000 shares of our series B preferred stock and
10,000,000 shares of our Series C preferred stock. Each share of the series A
preferred stock is convertible into ten shares of our common stock. The shares
of the series A preferred stock do not have voting rights. Each share of the
series B preferred stock is convertible into two hundred shares of our common
stock. On all matters submitted to a vote of the holders Of the Common Stock, a
holder of the Series B Preferred Stock is entitled to one vote per share of the
Series B Preferred Stock held by such holder. The series C preferred stock is
nonconvertible. Each share of the series C preferred stock entitles the holder
to 100 votes of our common stock on all matters brought before our stockholders.
All of the preferred shares acquired by Palomar carried a legend restricting the
transfer thereof under the Securities Act Of 1933, as amended. Palomar used
$380,000 of its working capital as consideration for the preferred shares
purchased by it pursuant to the Capital Stock Purchase Agreement.
11
Concurrently with the stock purchase transaction, Robert C. Simpson, our
then-sole director and officer, nominated Steve Bonenberger and Brent Fouch as
directors. Steve Bonenberger was also elected President and Chief Executive
Officer and Brent Fouch was elected Secretary and Chief Financial Officer.
Following the election of Messrs. Bonenberger and Fouch as our officers and
directors, Robert C. Simpson resigned his positions as our director and officer.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements.
ITEM 3. CONTROLS AND PROCEDURES.
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.
Evaluation of Disclosure and Controls and Procedures. As of the end of the
period covered by this Quarterly Report, we conducted an evaluation, under the
supervision and with the participation of our chief executive officer and chief
financial officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.
Changes in Internal Controls Over Financial Reporting. There was no change
in our internal controls, which are included within disclosure controls and
procedures, during our most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
controls.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
As of the date of this report, we are not involved in any legal
proceedings.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
----------- -------------------------------------------------------------------------------------------
3.1** Articles of Incorporation
3.2** Bylaws
10.1* Capital Stock Purchase Agreement dated November 29, 2004, between Robert C. Simpson
and Palomar Enterprises, Inc.
31.1* Certification of Robert C. Simpson, Chief Executive Officer of ZannWell Inc., pursuant to 18
U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Robert C. Simpson, Treasurer of ZannWell Inc., pursuant to 18 U.S.C.
Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of Robert C. Simpson, Chief Executive Officer of ZannWell Inc., pursuant to 18
U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of Robert C. Simpson, Treasurer of ZannWell Inc., pursuant to 18 U.S.C.
Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002
__________
* Filed herewith.
** Previously filed.
(b) Reports on Form 8-K.
- On July 14, 2004, we filed an Amended Current Report regarding the
change in our certifying public accountant.
- On November 24, 2004, we filed a Current Report regarding the
removal of R. Patrick Liska as our officer and director.
- On November 29, 2004, we filed an Amended Current Report regarding the
removal of R. Patrick Liska as our officer and director.
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.
ZANNWELL INC.
Dated: November 29, 2004.
By /s/ Robert C. Simpson
--------------------------------
Robert C. Simpson,
Chief Executive Officer
13