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, 2004
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 [ ]
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, 2004.
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements.
IVORY CAPITAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
JULY 31, 2004
ASSETS
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Current Assets:
Cash and cash equivalents $ --
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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 $ 3,565
Notes payable - stockholders 25,772
Accrued interest - stockholders 2,726
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Total Current Liabilities 32,063
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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 (52,923)
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Total Stockholders' Equity (Deficit) (32,063)
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Total Liabilities and Stockholders' Equity (Deficit) $ --
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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,
2004 2003 2004 2003 2004
----------- ----------- ----------- ----------- -----------
Revenue $ -- $ -- $ -- $ -- $ --
Operating expenses 1,645 1,346 6,482 5,649 51,118
----------- ----------- ----------- ----------- -----------
Loss From Operations (1,645) (1,346) (6,482) (5,649) (51,118)
----------- ----------- ----------- ----------- -----------
Other Income (Expense):
Interest income -- -- -- -- 1,194
Interest expense (660) (318) (1,110) (507) (2,999)
----------- ----------- ----------- ----------- -----------
Total Other Income (Expense) (660) (318) (1,110) (507) (1,805)
----------- ----------- ----------- ----------- -----------
Income (Loss) Before Provision
For Income Taxes (2,305) (1,664) (7,592) (6,156) (52,923)
Provision for income taxes -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net Income (Loss) $ (2,305) $ (1,664) $ (7,592) $ (6,156) $ (52,923)
=========== =========== =========== =========== ===========
Net Income (Loss) Per Basic and Diluted
Share of Common Stock $ -- $ -- $ -- $ -- $ (.02)
=========== =========== =========== =========== ===========
Weighted Average Number of Basic and
Diluted Common Shares Outstanding 4,114,600 4,114,600 4,114,600 4,114,600 2,876,637
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
Cumulative From
Six Months Ended November 1, 1998
July 31, To
-------------------- July 31,
2004 2003 2004
-------- -------- --------
Cash Flows from Operating Activities:
Net income (loss) $ (7,592) $ (6,156) $(52,923)
Adjustments to reconcile net income (loss)
to net cash (used) by operating activities:
Changes in assets and liabilities:
Accounts payable 1,254 (3,436) 1,627
Accrued interest payable 905 507 2,726
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Net Cash (Used) By Operating Activities (5,433) (9,085) (48,570)
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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 5,433 9,085 33,570
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Net Cash Provided By Financing Activities 5,433 9,085 33,570
-------- -------- --------
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
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, 2004 are not necessarily indicative of results
of operations that may be expected for the year ending January 31, 2005. 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, 2004 previously filed with the Securities and Exchange
Commission.
Furthermore, the accompanying consolidated financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The
financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's continuation
as a going concern is dependent upon its ability to generate sufficient cash
flow to meet its obligations on a timely basis and to obtain additional
financing as may be required.
The Company's continued existence is dependent upon its ability to secure loans
from its principal stockholders. Future operating expenses will be funded by
these loans. The Company's ability to continue to meet its obligations is
dependent upon obtaining the above loans.
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.
Subsequent Event
On August 1, 2004, the Company modified its revolving credit agreement. The
modification increased the total loan amount to $40,000. Additionally, the
lenders were granted conversion rights whereby at anytime during the term of the
credit agreement, the lenders may convert part or the entire principal and any
accrued but unpaid interest to shares of the Company's common stock at the rate
of $0.01 per share.
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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,
2004, 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 meet 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.
ITEM 3. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rules 13a-14(c) and 15d-14(c). Based upon
that evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that our disclosure controls and procedures are effective and timely
alerting them to material information relating to the Company (including our
consolidated subsidiaries) required to be included in our periodic SEC filings.
There were no significant changes in our internal controls over financial
reporting during our most recently completed quarter that has materially
affected, or is reasonably likely to materially affect our internal control over
financial reporting, or other factors that could significantly affect these
controls subsequent to the date of their evaluation and there were no corrective
actions with regard to significant deficiencies or material weaknesses.
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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.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit No. Title
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31.1 Certification of Chief Executive Officer and Chief
Financial Officer Pursuant to Section 303 of the
Sarbanes-Oxley Act of 2002
32.1 Certification 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: During the three months covered by this report,
the Company filed no reports on form 8-K.
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SIGNATURES
In accordance with 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 14, 2004 IVORY 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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