coco10qsb093005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 10-QSB
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
and Exchange Act of 1934.
For the quarterly period ended September 30, 2005.
( ) Transition report pursuant to Section 13 or 15(d) of the Exchange
Act for the transition period from April 1, 2005 to September 30, 2005.
Commission File Number: 333-76630
COMPETITIVE COMPANIES, INC.
(Exact name of registrant as specified in charter)
NEVADA 65-1146821
(State of or other jurisdiction of (IRS Employer I.D. No.)
incorporation or organization)
3751 Merced Drive, Suite A
Riverside, CA 92503
(Address of Principal Executive Offices)
(909) 687-6100
(Registrant's Telephone Number, Including Area Code)
Check whether the registrant: (1) has filed all reports required to be filed by
Section by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES (X) NO ( )
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). [ ] Yes [X] No
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) [ ] Yes [X] No
Indicate the number of shares outstanding of each of the issuer's classes of
stock as of November 22, 2005
48,645,810 Common Shares
Transitional Small Business Disclosure Format:
YES ( ) NO (x)
1
COMPETITIVE COMPANIES, INC.
INDEX TO FORM 10-QSB
PART I. FINANCIAL INFORMATION Page
Item 1. Consolidated Financial Statements (unaudited)
Consolidated Balance Sheet as of September 30, 2005 3
Consolidated Statements of Operations for the three and
nine months ended September 30, 2005, the period January
14, 2004 to September 30, 2004 and the three months ended
September 30, 2004 4
Consolidated Statements of Cash Flows for the nine months
ended September 30, 2005 and the period January 14, 2004
to September 30, 2004 5
Condensed Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (including cautionary statement) 10
Item 3. Controls and Procedures 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Securities Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature 13
2
COMPETITIVE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2005
(UNAUDITED)
________________________________________________________________________________
Assets
Current Assets
Cash $ 12,906
Accounts receivable, net of allowance for
doubtful account of $79,624) 122,099
Inventories 44,376
Prepaid expenses and other current assets 4,292
Total current assets 183,673
Property and equipment - net 159,389
Other assets 11,970
Total $ 355,032
============
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable $ 192,985
Current maturities of long term debt 259,263
Current maturities of capital lease obligations 6,372
Accrued and other liabilities 135,073
Total current liabilities 593,693
Long term debt and capital lease obligations 48,500
Total liabilities 642,193
Stockholders' Deficit:
Preferred stock $.001 par value; 10,000,000 shares
authorized; none outstanding -
Common stock $.0001 par value; 70,000,000 share authorized;
47,477,310 shares issued and outstanding 4,744
Additional paid-in capital 1,468,364
Deficit (1,760,269)
Total stockholders' deficit (287,161)
Total $ 355,032
============
________________________________________________________________________________
See condensed notes to consolidated financial statements
3
COMPETITIVE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
____________________________________________________________________________________________
For the
For the Nine Period January For the Three For the Three
Months Ended 14, 2004 to Months Ended Months Ended
September 30, September 30, September 30, September 30,
2005 2004 2005 2004
Revenues $ 482,476 $ -0- $ 283,861 $ -0-
Cost of revenue 515,277 -0- 279,938 -0-
Gross profit (loss) (32,801) -0- 3,923 -0-
Other operating expenses 1,503,144 168,243 348,923 56,081
Net Loss $(1,535,945) $ (168,243) $ (345,000) $ (56,081)
============ ============ ============ ============
Basic and diluted net
loss per share $ (0.03) $ (0.01) $ (0.01) $ (0.00)
============ ============ ============ ============
Weighted average shares
outstanding
- basic and diluted 40,072,300 31,481,700 48,485,100 33,834,400
============ ============ ============ ============
____________________________________________________________________________________________
See condensed notes to consolidated financial statements
4
COMPETITIVE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
____________________________________________________________________________________
For the Period
For the Nine January 14,
Months Ended 2004
September 30, to September
2005 30, 2004
Cash flows from operating activities:
Net loss $ (1,535,945) $ (168,243)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation expense 32,090 321
Impairment of investment in Blakey Printing 109,536 -
Provision for bad debt 2,800 -
Non cash compensation expense 778,000 3,200
Change in assets and liabilities 93,022 (16,294)
Net cash used in operating activities (520,497) (181,016)
Cash flows from investing activities:
Purchases of property and equipment - (8,737)
Investment in potential acquisition (109,536) -
Net cash used in investing activities (109,536) (8,737)
Cash flows from financing activities:
Proceeds received from sales of stock 544,000 283,699
Purchase of preferred stock (40,000) -0-
Principal payments on debt and capital leases (24,317) -0-
Net cash provided by financing activities 479,683 283,699
Net increase (decrease) in cash (150,350) 93,946
Cash and cash equivalents at the beginning of the
period 163,256 -0-
Cash and cash equivalents at the end of the period $ 12,906 $ 93,946
============= =============
Supplementary Disclosure of Non Cash Investing and Financing Activities - During
the nine months ended September 30, 2005, we assumed certain net liabilities
having a value of approximately $167,000 in exchange for shares of our common
stock valued at approximately $591,200 (see Note A).
____________________________________________________________________________________
See condensed notes to consolidated financial statements
5
COMPETITIVE COMPANIES, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
________________________________________________________________________________
NOTE A - BACKGROUND AND FORMATION, AND NATURE OF OPERATIONS
Competitive Companies, Inc. ("Competitive") was originally incorporated under
the laws of the state of Nevada in March 1998, and shortly thereafter acquired
all of the assets and assumed all of the liabilities of Competitive
Communications, Inc. ("CCI"), which was incorporated under the laws of the state
of California in February 1996. In January 2000, CCI Residential Services, Inc.
("CCIR") was formed. This entity, which is also a wholly owned subsidiary of
Competitive was formed to expand on the residential services currently being
provided by CCI, while CCI focused on developing revenue streams from other
services.
Competitive, CCI and CCIR (collectively referred to as the "Company") provide
telephone, cable television, long distance/inter - exchange, and dial up and
high-speed internet connections and e-mail services, mainly to customers who
live in multi-tenant residential buildings. The Company's operations are located
in Riverside, California and substantially all of its customers are California
residents.
On May 5, 2005 the Company merged with CA Networks, Inc. ("CAN" and collectively
"we", "us", "our"), which was a development stage enterprise that was in the
process of developing a business model in the same industry as Competitive. CAN
was formed under the laws of the state of Wyoming on January 14, 2004. We
maintained the name of CCI.
On the date of the transaction (the "Effective Date") the Company issued
40,599,999 shares of its common stock to the shareholders of CAN in exchange for
the 40,599,999 outstanding shares of CAN. In effect, each of CAN's shares that
were issued and outstanding immediately before the merger was exchanged for one
share of the Company's common stock. Although Competitive was the legal acquirer
and surviving entity, because the shareholders of CAN received the majority of
the voting rights in the combined entity, for accounting purposes the
acquisition was treated as a recapitalization of CAN with CAN being reflected as
the acquirer of Competitive (a reverse acquisition). Accordingly, the 5,912,061
common shares held by the Company's shareholders were deemed to have been issued
by CAN in exchange for the Company's net liabilities at the date of the
acquisition. Upon such acquisition date, the purchase price consisted of the
following:
Estimated value of 5,912,061 shares of common stock
of Competitive deemed to have been issued, at estimated
value of $0.10 per share $ 591,206
Direct costs of the business combination 19,717
Net liabilities assumed 167,077
Total $ 778,000
=========
Because the net book value of Competitive's assets and liabilities approximated
their fair values on the date of acquisition the purchase price above has been
reflected as an expense on the Company's books and records. Since the
transaction was accounted for as a purchase, our 2005 consolidated results of
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operations only include the results of operations of Competitive since the date
of acquisition. If the results of operations of Competitive were included in the
accompanying consolidated financial statements for the period between January 1,
2005 and the date of the acquisition, then 2005 revenues, expenses, net loss and
net loss per share would have increased approximately as follows:
Qtr Ended September 30 Nine Months Ended September 30
Revenues $ - $ 371,000
Expenses $ - $ 392,000
Net Loss $ - $ 21,000
Net Loss Per Share $ - $ -
In connection with this transaction, we agreed to file a registration statement
with the Securities and Exchange Commission to register the shares of restricted
common stock issued to CAN's shareholders who own less than 5% of the total
outstanding shares of the merged entity, however at the current time, we are
considering whether or not this is feasible as we are not currently trading. We
intend to be a provider of local telephone, long distance service and high speed
internet service through wireless Internet networks in all states in which we
operate, and will also offer cellular service nationwide.
Use of Estimates
The preparation of consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America
requires us to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets and liabilities
at the date of the consolidated financial statements. The reported amounts of
revenues and expenses during the reporting period may be affected by the
estimates and assumptions we are required to make. Actual results could differ
significantly from our estimates.
Basis of Presentation
Our accompanying unaudited consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and the instructions to Form 10-QSB
and Rule 10-1 of Regulation S-X of the Securities and Exchange Commission.
Accordingly, these consolidated financial statements do not include all of the
footnotes required by accounting principles generally accepted in the United
States of America. In our opinion, all adjustments (consisting of normal and
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the three and nine months ended September 30,
2005 are not necessarily indicative of the results that may be expected for the
year ended December 31, 2005. The accompanying consolidated financial statements
and the notes thereto should be read in conjunction with Competitive's audited
consolidated financial statements as of December 31, 2004 and for the years
ended December 31, 2004 and 2003 contained in Competitive's Form 10-KSB, and the
audited financial statements of CAN contained in our 8-K/A filing dated June 27,
2005.
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Recent Pronouncements
With the exception of SFAS 123(R) "`Share-Based Payments", we do not believe any
other recent accounting pronouncements could have an impact on our consolidated
financial statements. SFAS 123 requires all entities to recognize compensation
expense in an amount equal to the fair value of shared-based payments such as
stock options granted to employees. We will be required to apply FAS 123 (R) on
a modified prospective method. Under this method, we are required to record
compensation expense (as previous awards continue to vest) for the unvested
portion of previously granted awards that remain outstanding at the date of
adoption. In addition, we may elect to adopt FAS 123 (R) by restating previously
issued financial statements, basing the amounts on the expense previously
calculated and reported in the pro forma disclosures that had been required by
FAS 123. FAS 123 (R) is effective for the first reporting period beginning after
December 15, 2005. Because all of our stock options outstanding have already
fully vested, we do not believe the adoption of FAS 123 (R) will have a material
impact on our consolidated financial statements.
Long-Lived Assets
During the quarter ended June 30, 2005, we entered an acquisition agreement to
purchase an unrelated entity. However, because this entity failed to comply with
the terms of the acquisition agreement, we were unable to consummate the
acquisition, and abandoned our acquisition efforts in September 2005. During the
period between the date of the acquisition agreement and our decision to abandon
the proposed acquisition, we invested approximately $109,000 in such entity.
This amount was determined to be impaired as of the date of our decision to
abandon the acquisition and accordingly, we charged operations for approximately
$109,000 in September 2005.
NOTE B - GOING CONCERN
Our consolidated financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern, which contemplate the realization of assets and liquidation of
liabilities in the normal course of business. We have incurred losses from
operations and are experiencing difficulty in generating sufficient cash flow to
pay certain indebtedness which has a balance of approximately $300,000
(including accrued interest) that was due in 2004. In addition, we do not
currently have the cash resources to meet our operating commitments for the next
twelve months, and we expect to have ongoing requirements for capital investment
to implement our business plan. Finally, our ability to continue as a going
concern must be considered in light of the problems, expenses and complications
frequently encountered by entrance into established markets and the competitive
environment in which we operate.
We anticipate our merger discussed in Note A will provide us with better access
to debt or equity capital and/or will help to improve our results of operations
through our ability to offer additional services to our customers and through
the negotiation of better line usage charges and sharing of operating overhead.
Since inception, our operations have primarily been funded through private
equity financing, and we expect to continue to seek additional funding through
private or public equity and debt financing.
Our ability to continue as a going concern is dependent on our ability to
generate sufficient cash from operations to meet our cash needs and/or to raise
funds to finance ongoing operations and repay debt. However, there can be no
assurance that we will be successful in our efforts to raise additional debt or
8
equity capital and/or that our cash generated by our operations will be adequate
to meet our needs. These factors, among others, indicate that we may be unable
to continue as a going concern for a reasonable period of time.
Our consolidated financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary should we be unable to
continue as a going concern.
NOTE C - ISSUANCE OF OPTIONS
During the period ended June 30, 2005, we issued 1,877,000 options to purchase
shares of our common stock to certain employees, which options vested
immediately. Because the exercise price of the options ($.10) was equal to the
fair value of our common stock at the date of the grant, and because we were
using the intrinsic value method under Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," to account for our stock-based
employee compensation arrangements, no stock based compensation was recorded as
a result of the issuance of such options.
NOTE D - OTHER RELATED PARTY TRANSACTIONS
During the quarter ended September 30, 2005, we paid consulting fees of
approximately $13,000 to certain officers and directors.
NOTE E - SUBSEQUENT EVENTS
Subsequent to September 30, 2005, our Board of Directors authorized the grant of
3,750,000 options to our Directors for services provided in such quarter. The
options vest immediately and have exercise prices of $.10 per share which amount
is equal to the fair value of our common stock as of the date of the grant.
Because we account for equity instruments issued to non-employees based on the
fair value of the consideration received or the fair value of the equity
instruments, whichever is more reliably measurable, we anticipate that stock
based compensation will be applicable for these options in the fourth quarter of
our fiscal year ended December 31, 2005.
________________________________________________________________________________
End of financial statements.
9
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS-COMPETITIVE COMPANIES, INC.
At this time, a meaningful comparison of 2005 operating results to operating
results generated in 2004 is not possible because of the merger/acquisition
between Competitive Companies, Inc. ("Competitive") and CA Networks. ("CAN" and
collectively "we", "us", "our"). Therefore, we have focused our discussion on
2005 results of operations.
Revenues. Revenues approximated $482,500 and $283,900 during the nine and three
months ended September 30, 2005 respectively, as compared to no revenues during
the corresponding periods of the preceding fiscal year. This is because prior to
our acquisition of Competitive in May 2005, CAN (the accounting acquirer) was a
development stage enterprise that had not commenced its planned principal
operations. After the merger with Competitive, we started to generate revenues
from telephone services we provide to apartment complexes. While not evident in
the consolidated statements of operations (as Competitive's financials are not
presented for 2004), Competitive's revenues have declined somewhat because of
competitive pricing.
Our revenues during the quarter ended September 30, 2005 approximated $283,900
or $91,600 more than revenues reported in our quarter ended June 30, 2005.
Substantially all of this increase (or $89,600) was because our current quarter
reflected a full quarter of revenues of Competitive whereas the quarter ended
June 30, 2005 only included the revenues of Competitive for the period May 5,
2005 (date acquisition) to June 30, 2005. Our growth was slower than expected
primarily because of a reduction in revenue from telephone services we provide
to MDU's (multiple dwelling units). During the third quarter we lost 4% of our
customer base in the telephone services sector. We continue to compensate for
the reductions in customer base through more competitive pricing and cost
improvements in our operations and with additional features in our services. It
appears that with our more improved pricing and additional features we will
increase our margin on a per MDU basis. Additionally, we increased our DSL
customer base by 14% and cable television by 5% in the third quarter of 2005.
With the continued competitive pressure from the use of cellular telephones and
bundled services from the major carriers, our challenge is to improve the VOIP
(voice over internet protocol) project timeline. We should have our testing
completed during the first quarter of 2006. When the testing and installation
role out is completed, our sales are anticipated to increase. We believe this
will allow us to reduce our costs, more competitively price our service and
dramatically improve margins. Additionally, as we bundle our services, DSL and
cable television margins will increase due to fixed cost expenses associated
with those services.
Sales to business and residential customers continue to be slower than expected,
but appear to be poised for improvement in the next two quarters. This is
partially due to possible contracts with municipalities in the Kentucky region.
Infrastructure costs which are associated with our residential market will
continue to increase as we prepare for our wireless concept. Our future expenses
associated with these costs will give us the ability to improve pricing for
telephone, digital television and high-speed Internet service. Expansion in both
areas of our business (MDU and Residential) will be highly dependent on our fund
raising activities as we move forward.
10
Gross Profit. Gross profit was $3,923 for the quarter ended June 30, 2005 as
compared to a gross loss of approximately $43,000 during the quarter ended June
30, 2005. This was due primarily to the efficiency gains made in our MDU
(multiple dwelling units) business increasing margins through pricing increases,
while having fixed costs associated with these services and expenses. We plan to
continue installing aggressive cost improvements to reduce expenses and gain
revenue back. Gross profit should continue to improve as more customers are
added to offset expenses.
Other Operating Expenses. Other operating expenses were $1,503,144 and $348,921
during the nine and three months ended September 30, 2005, respectively as
compared to other operating expenses of approximately $168,243 and $56,081
during the corresponding periods of the preceding fiscal year. This is because
prior to our acquisition of Competitive in May 2005, CAN (the accounting
acquirer) was a development stage enterprise that had no revenues and limited
expenses.
Our other operating expenses during the quarter ended September 30, 2005 were
approximately $686,000 less than such expenses during the quarter ended June 30,
2005 because as mentioned in Note A to the Consolidated Financial Statements,
the quarter ended June 30, 2005 included a charge of $778,000 arising from the
acquisition of Competitive. Exclusive of this charge, other operating expenses
during the quarter ended June 30, 2005 would have been $257,000 or approximately
$92,000 less than the quarter ended September 30, 2005. This difference was
primarily because we charged operations for $109,000 in the third quarter as a
result of our decision to abandon a potential acquisition.
LIQUIDITY AND CAPITAL RESOURCES
We used cash for operating and investing activities during the period ended
September 30, 2005. These cash outflows were primarily financed through sales of
our common stock.
Cash received from operations was primarily derived from telephone, cable and
DSL subscriber revenue service at apartment complexes, in addition to telephone
and high-speed Internet service to residential and business customers. We also
have received proceeds from sales of stock during the nine months ended
September 30, 2005. There was a net decrease of cash for the nine months of 2005
versus a net cash increase in 2004 during the period January 14, 2004 to
September 30, 2004 primarily because CAN was a development stage enterprise with
limited operations in 2004. In addition, we also invested approximately $109,000
pursuing a potential acquisition (which was subsequently abandoned and the
related investment impaired). We continue to be heavily dependent on investment
funds to support infrastructure costs while we prepare to implement our VOIP and
wireless plans. Once these plans are implemented and operational costs are
reduced, cash flow will increase. We anticipate that this will take at least 3
more quarters given a similar economic and industry status.
We are in default on a $207,450 note payable plus accrued interest of
approximately $40,000 (the note bears interest at 15%), and a note payable
bearing interest at 10% and under which we currently owe principal and interest
of approximately $57,000.
We do not have adequate cash to pay the aforementioned notes and/or meet our
other operating commitments for the next year.
CAUTIONARY STATEMENT
This Form 10-QSB, press releases and certain information provided periodically
in writing or orally by our officers or our agents contain statements which
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act, as amended and Section 21E of the Securities Exchange Act of
1934. The words expect, anticipate, believe, goal, plan, intend, estimate and
similar expressions and variations thereof if used are intended to specifically
identify forward-looking statements. Those statements appear in a number of
places in this Form 10-QSB and in other places, particularly, Management's
Discussion and Analysis or Results of Operations, and include statements
regarding the intent, belief or current expectations us, our directors or our
officers with respect to, among other things: (i) our liquidity and capital
resources; (ii) our financing opportunities and plans and (iii) our future
11
performance and operating results. Investors and prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those projected in the forward-looking statements as a
result of various factors. The factors that might cause such differences
include, among others, the following: (i) any material inability of us to
successfully internally develop our products; (ii) any adverse effect or
limitations caused by Governmental regulations; (iii) any adverse effect on our
positive cash flow and abilities to obtain acceptable financing in connection
with our growth plans; (iv) any increased competition in business; (v) any
inability of us to successfully conduct our business in new markets; and (vi)
other risks including those identified in our filings with the Securities and
Exchange Commission. We undertake no obligation to publicly update or revise the
forward looking statements made in this Form 10-QSB to reflect events or
circumstances after the date of this Form 10-QSB or to reflect the occurrence of
unanticipated events.
Item 3. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended) that are
designed to ensure that information required to be disclosed in our periodic
reports filed 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, and that such information is accumulated and
communicated to our management and our board of directors, as appropriate, to
allow timely decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, management recognize that any
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
We carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures as of September 30, 2005. This evaluation
was carried out under the supervision and with the participation of our
management, including our principal (chief) executive officer and principal
(chief) financial officer. Based upon the evaluation, our principal (chief)
executive officer and principal (chief) financial officer concluded that our
disclosure controls and procedures were of limited effectiveness at the
reasonable assurance level at such date.
Through the merger with Competitive Companies, Inc. we became a public company
in May 2005. We have hired outside consultants and professionals to assist us
with our SEC reporting requirements, however we continue to evaluate our needs
as they relate to accounting and disclosure controls and procedures and plan to
implement new disclosure controls and procedures. As part of this plan and
implementation, we are re-evaluating, re-designing, and documenting policies and
procedures, putting those procedures in operation and monitoring the
effectiveness of the procedures.
Changes in Internal Controls Over Financial Reporting
In connection with the evaluation of the Company's internal controls during the
Company's fiscal quarter ended September 30, 2005, the Company's Principal
Executive Officer and Principal Financial Officer have determined that there are
no changes to the Company's internal controls over financial reporting that has
materially affected, or are reasonably likely to materially effect, the
Company's internal controls over financial reporting.
12
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
NONE
Item 2. Changes in Securities
During the quarter ending September 30, 2005, we issued shares of our common
stock for cash. The stock was issued to U.S. persons in transactions that were
exempt from registration under section 4(2) promulgated under the Securities Act
of 1933. No commissions were paid.
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Securities Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
Exhibits
31 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer and Acting Chief Financial Officer, Russell Preston
32 Section 1350 Certification, Russell Preston
Reports on Form 8-K
- Form 8-K filed on September 13, 2005 reporting on Item 5.02
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Competitive Companies, Inc.
By /s/ Russell Preston
Russell Preston, Chief Executive Officer and Acting
Chief Financial Officer
Date: January 20, 2006