Form 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (X) Quarterly report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2004. ( ) Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File No: 000-30023 OSK CAPITAL III CORP. --------------------------------------- (Name of small business in its charter) Colorado 84-1491676 ---------------------- ----------------------- (State or other (IRS Employer Id. No.) jurisdiction of Incorporation) P. O. Box 461029, Glendale, Co 80220 ------------------------------------------------------------------- (Address of executive offices) Zip Code (303) 394-1187 ------------------------------------------------------------------- (Issuer's telephone number, including area code) -------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date. Class of Securities Share Outstanding at April 27, 2004 ------------------- ------------------- Common Stock, $.001 par value 3,316,000 Transitional Small Business Disclosure Format Yes _____ No __X__ INDEX PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (a) The financial statements of registrant for the three months ended March 31, 2004, follow. The financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. OSK CAPITAL III CORP. (A Development Stage Company) FINANCIAL STATEMENTS Quarter Ended March 31, 2004 CONTENTS Balance Sheet 1 Statements of Operations 2 Statements of Cash Flows 3 Notes to Financial Statements 4 OSK CAPITAL III CORP. (A Development Stage Company) BALANCE SHEET March 31, 2004 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,614 --------- Total current assets 1,614 --------- TOTAL ASSETS $ 1,614 ========= LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable $ - --------- Total current liabilities - STOCKHOLDERS' DEFICIT Common stock, $0.001 par value; 25,000,000 shares authorized; 3,316,000 shares issued and outstanding 3,316 Additional paid-in capital 74,582 Deficit accumulated during the development stage (76,284) --------- 1,614 --------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,614 ========= The accompanying notes are an integral part of the financial statements. 1 OSK CAPITAL III CORP. (A Development Stage Company) STATEMENTS OF OPERATIONS For the period from For the For the inception three three (March 2, months months 1999) to ended ended March 31, March 31, March 31, 2004 2004 2003 ----------- ---------- ---------- REVENUES $ - $ - $ - ----------- ---------- ---------- EXPENSES Selling, general and administrative 76,284 1,887 175 ----------- ---------- ---------- Total expenses 76,284 1,887 175 ----------- ---------- ---------- NET INCOME/(LOSS) (76,284) (1,887) (175) Accumulated deficit Balance, Beginning of period - (74,397) (73,184) ----------- ---------- ---------- Balance, End of period $ (76,284) $ (76,284) $ (73,359) =========== ========== ========== NET LOSS PER SHARE $ (0.02) $ (NIL) $ (NIL) =========== ========== ========== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 3,286,151 3,316,000 3,316,000 =========== ========== ========== The accompanying notes are an integral part of the financial statements. 2 OSK CAPITAL III CORP. (A Development Stage Company) STATEMENTS OF CASH FLOWS For the period from inception (March 2, For the three For the three 1999) to months ended months ended March 31, March 31, March 31, 2004 2004 2003 -------------- ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (76,284) $ (1,887) $ (175) Adjustments to reconcile net loss to net cash flows from operating activities: Decrease in accounts payable - (38) - Stock issued for services 60,900 - - -------------- ------------- ------------- Net cash flows from operating activities (15,384) (1,925) (175) CASH FLOWS FROM INVESTING ACTIVITIES - - - CASH FLOWS FROM FINANCING ACTIVITIES Shareholder Contributions 10,228 1,800 - Issuance of common stock 6,770 - - -------------- ------------- ------------- Net cash flows from financing activities 16,998 1,800 - -------------- ------------- ------------- Net increase (decrease) in cash and cash equivalents 1,614 (125) (175) CASH AND CASH EQUIVALENTS, Beginning of Period - 1,739 214 -------------- ------------- ------------- CASH AND CASH EQUIVALENTS, End of Period $ 1,614 $ 1,614 $ 39 ============== ============= ============= The accompanying notes are an integral part of the financial statements. 3 OSK CAPITAL III CORP. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS March 31, 2004 1. Management's Representation of Interim Financial Information ------------------------------------------------------------ The accompanying financial statements have been prepared by OSK Capital III Corp. without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments which, in the opinion of management, are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the audited financial statements at December 31, 2003. 4 Item 3. Controls and Procedures As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the particiation of the Chief Executive Officer and Chief Financial Officer, of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Company's internal control over financial reporting during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 31.1 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended. 32.1 Certifications of Chief Executive Officer and Chief Financial Officer of the Company, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K None Signatures Pursuant to the requirements of the Exchange Act of 1934, as amended, the Registrant has caused this report to be signed on its behalf by the undersigned duly authorized person. OSK CAPITAL III CORP. Date: May 17, 2004 By: /s/ Frank Kramer, Chief Financial Officer