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, 2000 Commission file number: 33-24967 IVORY CAPITAL CORPORATION -------------------------------------------- (Name of Small Business Issuer in its charter) Colorado 84-1087170 ------------------------------ ----------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5459 South Iris Street Littleton, Colorado 80123 -------------------------------------- (Address of principal executive offices) (Zip Code) (303) 932-9998 ---------------------------------------------- (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 No X ------- ------- 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, 1,599,949 shares as of July 31, 2000. PART I. FINANCIAL INFORMATION. Item 1. Financial Statements. IVORY CAPITAL CORPORATION AND SUBSIDIARY (A Development Stage Company) UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET JULY 31, 2000 ASSETS ------ Current Assets: Cash and cash equivalents $ -- Accrued interest 33 --------- Total Current Assets 33 --------- Total Assets $ 33 ========= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ---------------------------------------------- Current Liabilities: Accounts payable - trade $ 50 --------- Total Current Liabilities 50 --------- 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, 1,599,949 shares issued and outstanding 113,000 Accumulated deficit (100,000) Deficit accumulated during the development stage (13,017) --------- Total Stockholders' Equity (Deficit) (17) --------- Total Liabilities and Stockholders' Equity (Deficit) $ 33 ========= The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. -2- 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, 2000 1999 2000 1999 2000 ---- ---- ---- ---- ---- Revenue $ -- $ -- $ -- $ -- $ -- Operating expenses 159 -- 3,588 -- 14,211 ----------- ----------- ----------- ----------- ----------- Loss From Operations (159) -- (3,588) -- (14,211) ----------- ----------- ----------- ----------- ----------- Other Income (Expense): Interest income -- 300 33 600 1,194 ----------- ----------- ----------- ----------- ----------- Total Other Income (Expense) -- 300 33 600 1,194 ----------- ----------- ----------- ----------- ----------- Income (Loss) Before Provision For Income Taxes (159) 300 (3,555) 600 (13,017) Provision for income taxes -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- Net Income (Loss) $ (159) $ 300 $ (3,555) 600 $ (13,017) =========== =========== =========== =========== =========== Net Income (Loss) Per Share of Common Stock: Basic $ -- $ -- $ -- $ -- $ (.01) =========== =========== =========== =========== =========== Diluted $ -- $ -- $ -- $ -- $ (.01) =========== =========== =========== =========== =========== Weighted Average Number of Common Shares Outstanding: Basic 1,599,949 1,599,949 1,599,949 1,599,949 1,599,949 Diluted 1,599,949 1,599,949 1,599,949 1,599,949 1,599,949 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. -3- 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, 2000 1999 2000 ---- ---- ---- Cash Flows from Operating Activities: Net income (loss) $ (3,555) $ 600 $ (13,017) Adjustments to reconcile net income (loss) to net cash (used) by operating activities: Changes in assets and liabilities: Accrued interest 1,128 (600) (33) Accounts payable 50 -- (1,950) --------- --------- --------- Net Cash (Used) By Operating Activities ( 2,377) -- (15,000) --------- --------- --------- Cash Flows From Investing Activities: Receipt of principal on notes receivable 2,377 -- 15,000 --------- --------- --------- Net Cash Provided By Investing Activities 2,377 -- 15,000 --------- --------- --------- 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 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. -4- 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, 2000 are not necessarily indicative of results of operations that may be expected for the year ending January 31, 2001. 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, 2001 previously filed with the Securities and Exchange Commission. Per Share Information The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share," which specifies the method of computation, presentation and disclosure for earnings per share. SFAS No. 128 requires the presentation of two earnings per share amounts, basic and diluted. 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 plus 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. -5- Item 2. Management's Discussion And Analysis or Plan of Operation. The Company seeks merger candidates with ongoing operations. As of July 31, 2000, 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. 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. -6- Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. 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: June 28, 2001 IVORY CAPITAL CORPORATION (Registrant) By: /s/ Philip J. Davis -------------------------------- Philip J. Davis Chief Executive Officer, Treasurer (Principal Accounting Officer), Secretary and Director -7-