UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
| x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended May 31, 2003 |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission file number 000-29905
RAYBOR MANAGEMENT INC.
(Exact name of small business as specified in its charter)
| Delaware | 98-0220848 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
355 Industrial Circle, White City, Oregon 97503
(Address of principal executive offices (zip code))
541-826-2296
(Registrant’s telephone number, including area code)
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
34,156,180 shares of Common Stock, par value $0.0001 outstanding at June 30, 2003
PART I – FINANCIAL INFORMATION
| Item 1. | Financial Statements. |
RAYBOR MANAGEMENT INC.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
May 31, 2003
(Unaudited)
(With audited figures at Feb. 28, 2003 for comparison)
| May 31, 2003 | February 28, 2003 | |||||||
| (unaudited) | (audited) | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash | $ | 290 | $ | 290 | ||||
Total Current Assets | 290 | 290 | ||||||
Total Assets | $ | 290 | $ | 290 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Total Liabilities | $ | — | $ | — | ||||
Stockholders’ Equity: | ||||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 5,000,000 issued and outstanding | 500 | 500 | ||||||
Additional paid-in-capital | — | — | ||||||
Accumulated deficit | (210 | ) | (210 | ) | ||||
Total Stockholders’ Equity | 290 | 290 | ||||||
Total Liabilities and Stockholders’ Equity | $ | 290 | $ | 290 | ||||
See accompanying notes to financial statements.
RAYBOR MANAGEMENT INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Three Months Ended May 31, 2003 and 2002
(unaudited)
| Three months ended | ||||||
| May 31, 2003 | May 31, 2002 | |||||
Income | $ | — | $ | — | ||
Expenses | ||||||
General and administrative expenses | — | — | ||||
Total expenses | — | — | ||||
Net Loss | $ | — | $ | — | ||
Loss per share | $ | — | $ | — | ||
Weighted average shares outstanding basic and diluted | 5,000,000 | 5,000,000 | ||||
See accompanying notes to financial statements.
RAYBOR MANAGEMENT INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the three months ended May 31, 2003 and 2002
(unaudited)
| Three months ended | ||||||
| May 31, 2003 | May 31, 2002 | |||||
Operating Activities: | ||||||
Net Loss | $ | — | $ | — | ||
Changes in operating assets and liabilities: | ||||||
Net cash used in operating activities | — | — | ||||
Cash Flows From Investing activities: | — | — | ||||
Net cash provided by investing activities | — | — | ||||
Financing activities: | ||||||
Net cash provided by financing activities | — | — | ||||
Increase (Decrease) in cash and cash equivalents | — | — | ||||
Cash and cash equivalents, beginning of period | 290 | — | ||||
Cash and cash equivalents, end of period | $ | 290 | $ | — | ||
See accompanying notes to financial statements.
1.Summary of Significant Accounting Policies
Organization and Business Operations
Raybor Management, Inc. (a development stage company) (“the Company”) was incorporated in Delaware on March 3, 2000 to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other business combination with a domestic or foreign private business. The Company had been in the developmental stage since inception and had no operations prior to June 1, 2003 other than issuing shares to its original shareholder.
The Company’s purpose was to seek, investigate and, if such investigation warranted, acquire an interest in one or more business entities that desired to seek the perceived advantages of a company that has a class of securities registered under the Exchange Act. On June 1, 2003, the Company acquired all of the outstanding shares of four corporations (see Note 4 “Subsequent Events” below).
The Company’s activities prior to June 1, 2003 focused primarily on incorporation activities and the identification of potential operating opportunities or acquisitions targets.
Basis of presentation
These unaudited consolidated financial statements represent the financial activity of the Company as of May 31, 2003. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to financial statements and footnotes thereto for the fiscal quarter ended May 31, 2003, included herein. The Company’s fiscal year ends on February 28th of each year.
Loss per share
The Company discloses “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during each period. Diluted earnings (loss) per share are similar to basic earnings (loss) per share except that the weighted average number of common shares outstanding is increased to reflect the dilutive effect of potential common shares, such as those issuable upon the exercise of stock options or warrants, and the conversion of preferred stock.
For the three month periods ended May 31, 2003 and 2002, there is no difference between basic and diluted loss per common share.
The weighted average basic and diluted shares outstanding for the three month period ending May 31, 2003 are 5,000,000 shares and the loss per share is $0.00.
1.Summary of Significant Accounting Policies (continued)
Disclosure about Segments of an Enterprise and Related Information
SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” issued by the FASB in 1997. This statement requires public enterprises to report financial and descriptive information about reportable operating segments, and establishes standards for related disclosures about products and services, geographic areas, and major customers. For the three month periods ended May 31, 2003 and 2002, the Company had no reportable operating segment.
Comprehensive Income (Loss)
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (SFAS 130). This pronouncement established standards for reporting and display of comprehensive income (loss) and its components in a full set of general-purpose financial statements. Comprehensive income consists of net income and unrealized gains (losses) on available-for-sale securities; foreign currency translation adjustments; changes in market values of future contracts that qualify as a hedge; and negative equity adjustments recognized in accordance with SFAS No. 87. The Company, however, does not have any components of comprehensive income (loss) as defined by SFAS 130 and therefore, for the three month periods ended May 31, 2003 and 2002, comprehensive income (loss) is equal to the Company’s reportable income.
1.Summary of Significant Accounting Policies (continued)
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of May 31, 2003, the entire cash balance consists of petty cash.
Income Taxes
The Company accounts for income taxes under the Financial Accounting Standards Board of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There were no current or deferred income tax expenses or benefits due to the Company not having any material operations from the date of inception, March 3, 2000 and ending May 31, 2003.
New Accounting Pronouncements
In December 2002, the FASB issued SFAS No.148, “Accounting for Stock-Based Compensation – Transition and Disclosure.” This statement amends SFAS No.123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. As of May 31, 2003, the Company has no stock options or warrants outstanding.
2.Related Party Transactions
The legal and accounting fees are paid by IC Marketing, Inc., which is wholly owned by one of the shareholders of the Company. Delaware franchise taxes were paid directly by the shareholders.
3.Property and Equipment
The Company has no properties and at this time has no agreements to acquire any properties. The Company currently uses the offices of management at no cost to the Company
4.Subsequent Events
Effective as of June 1, 2003, the Company acquired all of the issued and outstanding shares of capital stock of four corporations in exchange for the issuance of shares of the Company’s common stock. The acquired corporations, which are now wholly-owned subsidiaries of the Company, are IC Marketing, Inc., a Nevada corporation (“ICM”), American Consumer Publishing Association, Inc., an Oregon corporation (“ACPA”), Back 2 Backs, Inc., an Oregon corporation (“B2B”) and Freedom Financial, Inc., an Oregon corporation (“Freedom”). ICM and ACPA are in the magazine subscription business. B2B is in the business of operating medical clinics for the treatment of lower back disorders through a new technology called spinal
4.Subsequent Events (continued)
decompression. Freedom is in the business of providing account receivable and equipment lease financing, business loans and other financial advisory services to third parties.
Dennis L. Simpson, the majority shareholder of the Company, was also the majority shareholder of ICM and ACPA and a shareholder of B2B. Mr. Simpson is also the President and a director of ICM and of ACPA. Robert G. Couch, the Company’s Senior Vice President and Chief Marketing Officer and a director, was a shareholder of ACPA and is a director of ICM. David A. Yost, the Company’s Chief Financial Officer and a director, was a shareholder of ACPA and is the Chief Financial Officer of both ICM and ACPA. Alan R. Herson, the Company’s Corporate Counsel, Secretary and a director, was a shareholder of ACPA and Corporate Counsel of both ICM and ACPA. William S. Strickler and Stephen A. Pugsley, Sr. directors of the Company, were also shareholders of ACPA and are directors of both ICM and ACPA. Mr. Pugsley is also Senior Vice President, Operations of B2B. Jeffrey D. Hoyal, the Company’s President and Chief Executive Officer and a director, was the sole shareholder of Freedom and a shareholder of B2B. He also serves as President of both Freedom and B2B. In addition to the above individuals, the remaining shareholders of ICM (one individual), ACPA (three individuals) and B2B (three individuals) received shares of the Company’s common stock in the acquisition. The Company intends to continue the businesses currently conducted by each of ICM, ACPA, B2B and Freedom as wholly-owned subsidiaries of the Company.
Messrs. Simpson, Hoyal, Yost, Couch, Herson, Pugsley and Strickler, as well as the other shareholders of ICM, ACPA, Freedom and B2B exchanged all of their shares of common stock of such entities for an aggregate of 29,156,180 shares of the Company’s common stock. Messrs. Simpson and Hoyal are now the beneficial owners of approximately 65% and 21%, respectively, of the Company’s outstanding shares of common stock.
| Item 2. | Management’s Discussion and Analysis or Plan of Operation. |
The Company was formed in March 2000 to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other business combination with a domestic or foreign private business. Prior to June 1, 2003, the Company had no operations other than issuing 5,000,000 shares of its common stock to its original stockholder and had only nominal assets.
On November 19, 2002, the then sole stockholder of the Company, Rick Plotnikoff, transferred an aggregate of 4,490,000 shares of the Company’s issued and outstanding common stock to Dennis L. Simpson and Jeffrey D. Hoyal for an aggregate purchase price of $175,000. Messrs. Simpson and Hoyal each purchased 2,495,000 shares. Mr. Plotnikoff retained 10,000 shares of the Company’s issued and outstanding common stock. The shares purchased by Mr. Simpson and Mr. Hoyal represented 99.8% of the Company’s issued and outstanding common stock.
On May 5, 2003, Messrs. Simpson and Hoyal elected Mr. Hoyal, Robert G. Couch, David A. Yost, Alan R. Herson, Stephen A. Pugsley, Sr. and William S. Strickler as directors of the registrant and the newly elected Board of Directors elected Mr. Hoyal as President and Chief Executive Officer, Mr. Couch as Senior Vice President, Chief Marketing Officer, Mr. Yost as Chief Financial Officer and Treasurer and Mr. Herson as Corporate Counsel and Secretary of the registrant.
Effective as of June 1, 2003, the Company acquired all of the issued and outstanding shares of capital stock of four corporations in exchange for the issuance of shares of the Company’s common stock (See Note 4 to Financial Statements above).
| Item 3. | Controls and Procedures. |
Prior to June 1, 2003, the Company had no operations or revenues and had only minimal assets. Consequently, as of May 1, 2003, an evaluation was performed under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of May 1, 2003. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to May 1 2003.
PART II – OTHER INFORMATION
| Item 6. | Exhibits and Reports on Form 8-K. |
| (a) | Exhibits. |
| 99.1 | Certification of President and Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. | |
| 99.2 | Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. | |
| (b) | Reports on Form 8-K. |
Form 8-K filed on May 9, 2003 reporting on May 5, 2002, under Item 1 “Changes in Control of Registrant” the information set forth in Item 2 of this Report on Form 10-QSB and under Item 4 “Changes in Registrant’s Certifying Accountant” that the Company had appointed Pohl, McNabola, Berg & Company LLP as the Company’s independent auditors for the fiscal year ended February 28, 2003.
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.
RAYBOR MANAGEMENT INC. | ||||||||
| Date: July 11, 2003 | By: | /s/ JEFFREY D. HOYAL | ||||||
Jeffrey D. Hoyal President and Chief Executive Officer | ||||||||
| Date: July 11, 2003 | By: | /s/ DAVID A. YOST | ||||||
David A. Yost Chief Financial Officer | ||||||||
CERTIFICATIONS
I, Jeffrey D. Hoyal, President and Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Raybor Management Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (“Evaluation Date”); and
(c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were any significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: July 11, 2003
/s/ JEFFREY D. HOYAL |
Jeffrey D. Hoyal Chief Executive Officer |
I, David A. Yost, Chief Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Raybor Management Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (“Evaluation Date”); and
(c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were any significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: July 11, 2003
By: | /s/ DAVID A. YOST | |
David A. Yost Chief Financial Officer | ||
