FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended July 31, 2002
Commission file number: 33-24967
IVORY CAPITAL CORPORATION
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(Name of Small Business Issuer in its charter)
Colorado 84-1087170
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5459 South Iris Street
Littleton, Colorado 80123
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(Address of principal executive offices)
(Zip Code)
(303) 932-9998
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(Issuer's telephone number, including area code)
Indicate by check mark whether the Issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods 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
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APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.
Common Stock, No Par Value, 4,114,600 shares as of July 31, 2002.
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements.
IVORY CAPITAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
JULY 31, 2002
ASSETS
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Current Assets:
Cash and cash equivalents $ --
---------
Total Current Assets --
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Total Assets $ --
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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Current Liabilities:
Accounts payable - trade $ 5,143
Notes payable - stockholders 5,142
Accrued interest - stockholders 243
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Total Current Liabilities 10,528
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Commitments and Contingencies --
Stockholders' Equity (Deficit):
Preferred stock: no par value, 10,000,000 shares
authorized, none issued or outstanding --
Common stock: no par value, 800,000,000 shares
authorized, 4,114,600 shares issued and outstanding 120,860
Accumulated deficit (100,000)
Deficit accumulated during the development stage (31,388)
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Total Stockholders' Equity (Deficit) (10,528)
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Total Liabilities and Stockholders' Equity (Deficit) $ --
=========
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
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IVORY CAPITAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended Cumulative From
July 31, July 31, November 1, 1998 To
------------------ ---------------- July 31,
2002 2001 2002 2001 2002
---- ---- ---- ---- ----
Revenue $ -- $ -- $ -- $ -- $ --
Operating expenses 1,485 8,498 5,275 8,751 32,339
----------- ----------- ----------- ----------- -----------
Loss From Operations (1,485) (8,498) (5,275) (8,751) (32,339)
----------- ----------- ----------- ----------- -----------
Other Income (Expense):
Interest income -- -- -- -- 1,194
Interest expense (104) -- (175) -- (243)
----------- ----------- ----------- ----------- -----------
Total Other Income (Expense) (104) -- (175) -- 951
----------- ----------- ----------- ----------- -----------
Income (Loss) Before Provision
For Income Taxes (1,589) (8,498) (5,450) (8,751) (31,388)
Provision for income taxes -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net Income (Loss) $ (1,589) $ (8,498) $ (5,450) $ (8,751) $ (31,388)
=========== =========== =========== =========== ===========
Net Income (Loss) Per Basic and Diluted
Share Of Common Stock $ -- $ -- $ -- $ -- $ (.01)
=========== =========== =========== =========== ===========
Weighted Average Number of Basic and
Diluted Common Shares Outstanding 4,114,600 2,037,279 4,114,600 1,822,239 2,300,301
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
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IVORY CAPITAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended Cumulative From
July 31, November 1, 1998 To
------------------ July 31,
2002 2001 2002
---- ---- ----
Cash Flows from Operating Activities:
Net income (loss) $ (5,450) $ (8,751) $(31,388)
Adjustments to reconcile net income (loss)
to net cash (used) by operating activities:
Changes in assets and liabilities:
Accounts payable 3,075 891 3,205
Accrued interest payable 175 -- 243
-------- -------- --------
Net Cash (Used) By Operating Activities (2,200) (7,860) (27,940)
-------- -------- --------
Cash Flows From Investing Activities:
Receipt of principal on notes receivable -- -- 15,000
-------- -------- --------
Net Cash Provided By Investing Activities -- -- 15,000
-------- -------- --------
Cash Flows From Financing Activities:
Proceeds from borrowing 2,200 7,860 12,940
-------- -------- --------
Net Cash Provided By Financing Activities 2,200 7,860 12,940
-------- -------- --------
Net Increase in Cash and Cash Equivalents -- -- --
Cash and Cash Equivalents at Beginning
of Period -- -- --
-------- -------- --------
Cash and Cash Equivalents at End
of Period $ -- $ -- $ --
======== ======== ========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ -- $ -- $ --
Income taxes -- -- --
Supplemental Disclosure of Non-Cash
Investing and Financing Activities:
Issuance of common stock for a
note receivable $ -- $ -- $ 15,000
Issuance of common stock for payment
of accounts payable to stockholders -- 7,860 7,860
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
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IVORY CAPITAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation
The accompanying financial information of the Company is prepared in accordance
with the rules prescribed for filing condensed interim financial statements and,
accordingly, does not include all disclosures that may be necessary for complete
financial statements prepared in accordance with generally accepted accounting
principles. The disclosures presented are sufficient, in management's opinion,
to make the interim information presented not misleading. All adjustments,
consisting of normal recurring adjustments, which are necessary so as to make
the interim information not misleading, have been made. Results of operations
for the six months ended July 31, 2002 are not necessarily indicative of results
of operations that may be expected for the year ending January 31, 2003. It is
recommended that this financial information be read with the complete financial
statements included in the Company's Annual Report on Form 10-KSB for the year
ended January 31, 2002 previously filed with the Securities and Exchange
Commission.
Net Income (Loss) Per Basic and Diluted Share of Common Stock
Basic earnings per share is calculated using the average number of common shares
outstanding. Diluted earnings per share is computed on the basis of the average
number of common shares outstanding during the period increased by the dilutive
effect of outstanding stock options using the "treasury stock" method.
The basic and diluted earnings per share are the same because the Company did
not have any outstanding stock options during the periods presented.
Recently Issued Accounting Standards
In June 2001, the Financial Accounting Standard Board ("FASB") issued SFAS No.
141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 141 requires business combinations initiated after June 30,
2001 to be accounted for using the purchase method of accounting. It also
specifies the types of acquired intangible assets that are required to be
recognized and reported separately from goodwill. SFAS No. 142 requires that
goodwill and certain intangibles no longer be amortized, but instead tested for
impairment at least annually. SFAS No. 142 is required to be applied starting
with fiscal years beginning after December 15, 2001, with early application
permitted in certain circumstances. The Company adopted SFAS No. 142 on February
1, 2002 which did not result in any impact on the Company's financial
statements.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". SFAS No. 143 establishes accounting standards for recognition and
measurement of a liability for the costs of asset retirement obligations. Under
SFAS No. 143, the costs of retiring an asset will be recorded as a liability
when the retirement obligation arises, and will be amortized to expense over the
life of the asset. The Company adopted SFAS No. 143 on February 1, 2002 which
did not result in any impact on the Company's financial statements.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and discontinued
operations. The Company adopted SFAS No. 144 on February 1, 2002 which did not
result in any impact on the Company's financial statements.
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Item 2. Management's Discussion And Analysis or Plan of Operation.
The Company seeks merger candidates with ongoing operations. As of July
31, 2002, the Company had not identified any such candidates.
Results of Operations
The Company has been inactive since 1992, and had no revenue during the
period. Expenses were limited to legal and accounting fees and related
administrative expenses necessary to maintain the corporate existence of the
Company and to bring the Company current with its periodic reporting
requirements with the Securities and Exchange Commission. The Company's assets
and liabilities were negligible throughout the period indicated. Comparisons of
revenue, expenses, assets and liabilities are not relevant as the amounts are
negligible and the variances between periods simply reflect minimal professional
and related expenses during the period.
Liquidity and Capital Resources
The Company does not have sufficient funds to continue its operating
activities. Future operating activities are expected to be funded by loans from
major stockholders.
PART II. OTHER INFORMATION.
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 99.1 Certification pursuant to 18 U.s.c. Section 1350
(b) Reports on Form 8-K: During the three months covered by this report,
the Company filed no reports on form 8-K.
SIGNATURES
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 thereto duly authorized.
Date: September 12, 2002 VORY CAPITAL CORPORATION
(Registrant)
/s/ Philip J. Davis
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Philip J. Davis
Chief Executive Officer, Treasurer
(Principal Accounting Officer), Secretary
and Director
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