SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1O-QSB
[X] Quarterly Report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2002
OR
[ ] 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: 0-30261
ROYAL HOLIDAY MOBILE ESTATES
(Exact name of Registrant as Specified in its Charter)
NEVADA 88-0409168
(State or other jurisdiction (IRS Identification Number)
of incorporation)
15303 VENTURA BLVD., SUITE 1510, SHERMAN OAKS, CA 91403
(Address of principal executive offices)
(818) 380-8161
(Issuer's telephone number)
- -------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to filed by Section 13 or 15(d) or the Securities Exchange Act of 1934
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 [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as the latest practicable date: As of June 30, 2003 - 1,121,000
shares of Common Stock, $.001 par value per share.
- -------------------------------------------------------------------------------
ROYAL HOLIDAY MOBILE ESTATES
INDEX
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Balance Sheet ......................................... 3
Statements of Operations .............................. 4
Statement of Stockholders' Equity ..................... 5
Statements of Cash Flows .............................. 6
Notes to Financial Statements ......................... 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operation............................................... 10
Item 3. Controls and Procedures................................. 10
Part II. Other Information
Item 1. Legal Proceedings .................................... 11
Item 2. Changes in the Rights
of the Company's Security Holders ...................... 11
Item 3. Defaults by the Company on its Senior Securities ....... 11
Item 4. Results of Votes of Security Holders ................... 11
Item 5. Other Information ...................................... 11
Item 6. Exhibits and Reports on Form 8-K ....................... 11
Signatures ......................................................... 12
Certifications ..................................................... 13
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ROYAL HOLIDAY MOBILE ESTATES
(A Development Stage Company)
BALANCE SHEET
September 30,
2002
------------
(unaudited)
ASSETS
TOTAL ASSETS $ -
============
LIABILITIES AND STOCKHOLDERS' EQUITY
TOTAL LIABILITIES $ -
------------
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value;
10,000,000 shares authorized;
none issued and outstanding -
Common stock, $0.001 par value;
75,000,000 shares authorized;
1,121,000 shares issued and
outstanding 1,121
Additional paid-in capital 11,734
Deficit accumulated during the
development stage (12,855)
------------
TOTAL STOCKHOLDERS' EQUITY -
------------
TOTAL LIABILITIES AND STOCKHOLDERS'
----------------------------------
EQUITY $ -
------ ============
The accompanying notes are an integral part of the financial statements.
3
ROYAL HOLIDAY MOBILE ESTATES
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Period from
For the Three Months For the Nine Months November 2, 1992
Ended September 30, Ended September 30, (inception) to
---------------------- ---------------------- September 30,
2002 2001 2002 2001 2002
---------- --------- ---------- --------- ---------------
REVENUE $ - $ - $ - $ - $ -
GENERAL, SELLING
AND ADMINISTRATIVE EXPENSES - - 4,250 - 12,855
---------- --------- ---------- --------- ---------------
LOSS BEFORE TAXES - - (4,250) - (12,855)
PROVISION FOR INCOME TAXES - - - - -
---------- --------- ---------- --------- ---------------
NET LOSS $ - $ - $ (4,250) $ - $ (12,855)
========== ========= ========== ========= ===============
NET LOSS PER COMMON
SHARE - basic and diluted $ - $ - $ (0.004) $ - $ (0.01)
========== ========= ========== ========= ===============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
basic and diluted 1,121,000 1,121,000 1,121,000 1,121,000 1,121,000
========== ========= ========== ========= ===============
The accompanying notes are an integral part of the financial statements.
4
ROYAL HOLIDAY MOBILE ESTATES
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock Additional During the Total
------------------- Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
------- -------- ------------ ----------- ------------
Balance, November 2, 1992 - $ - $ - $ - $ -
Issuance of common stock
for cash on November 2, 1992
at $0.005 per share (Restated
for 100:1 stock split) 1,121,000 1,121 4,484 - 5,605
Net loss - - - (5,605) (5,605)
--------- -------- --------- ----------- -----------
Balance, December 31, 1992 1,121,000 1,121 4,484 (5,605) -
Net loss from 1993 to 1997 - - - - -
--------- -------- --------- ----------- -----------
Balance, December 31, 1997 1,121,000 1,121 4,484 (5,605) -
Net loss - - - - -
--------- -------- --------- ----------- -----------
Balance, December 31, 1998 1,121,000 1,121 4,484 (5,605) -
Net loss - - - - -
--------- -------- --------- ----------- -----------
Balance, December 31, 1999 1,121,000 1,121 4,484 (5,605) -
Net loss - - - (3,000) (3,000)
Contribution by officer - - 3,000 - 3,000
--------- -------- --------- ----------- -----------
Balance, December 31, 2000 1,121,000 1,121 7,484 (8,605) -
Net loss - - - - -
--------- -------- --------- ----------- -----------
Balance, December 31, 2001 1,121,000 1,121 7,484 (8,605) -
Net loss - - - (4,250) (4,250)
Contribution by officer - - 4,250 - 4,250
--------- -------- --------- ----------- -----------
Balance, September 30, 2002
(Unaudited) 1,121,000 1,121 11,734 (12,855) -
========= ======== ========= =========== ===========
The accompanying notes are integral part of the financial statements.
5
ROYAL HOLIDAY MOBILE ESTATES
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the
Period from
For Nine Months Ended November 2, 1992
September 30, (inception) to
------------------------ September 30,
2002 2001 2002
--------- ---------- ---------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $ (4,250) $ - $ (12,855)
CASH FLOWS PROVIDED BY
FINANCING ACTIVITIES
Issuance of Common Stock $ - $ - $ 5,605
Contribution by officer 4,250 - 7,250
---------- --------- -------------
Net Cash from Financing
Activities $ 4,250 $ - $ 12,855
---------- --------- -------------
NET CHANGE IN CASH
AND CASH EQUIVALENTS - - -
--------- --------- -------------
CASH AND CASH EQUIVALENTS
- beginning of period - - -
--------- --------- -------------
CASH AND CASH EQUIVALENTS
- ending of period $ - $ - $ -
========= ========= =============
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year -
Interest paid $ - $ - $ -
========= ========= =============
Income taxes paid $ - $ - $ -
========= ========= =============
The accompanying notes are an integral part of the financial statements.
6
ROYAL HOLIDAY MOBILE ESTATES
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 (UNAUDITED)
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
--------------------
Royal Holiday Mobile Estates (the "Company") is currently a
development stage company under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 7. The Company was
incorporated under the laws of the State of Nevada on November
2, 1992. It is management's' objective to seek a merger with an
existing operating company.
Basis of Presentation
---------------------
The accompanying unaudited interim financial statements of Royal
Holiday Mobile Estates ("Company") have been prepared in
accordance with accounting principles generally accepted in the
United States for interim financial information. Accordingly,
they do not include all of the information and notes required by
accounting principles generally accepted in the United States for
complete financial statements. The accompanying financial
statements reflect all adjustments (consisting of normal
recurring accruals), which are, in the opinion of management,
considered necessary for a fair presentation of the results for
the interim periods presented. Operating results for the quarter
ended September 30, 2002 are not necessarily indicative of the
results that may be expected for the fiscal year ending December
31, 2002. These financial statements should be read in
conjunction with the audited financial statements included in the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001.
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company has no established source of revenue. This
factor raises substantial doubt about the Company's ability to
continue as a going concern. Without realization of additional
capital, it would be unlikely for the Company to continue as a
going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amount, or amounts and classification of
liabilities that might be necessary should the Company be unable
to continue in existence. It is management's objective to seek
additional capital through a merger with an existing operating
company.
7
ROYAL HOLIDAY MOBILE ESTATES
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 (UNAUDITED)
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments purchased
with original maturities of three months or less to be cash
equivalents.
Recent Accounting Pronouncements
--------------------------------
In July 2001, the FASB issued SFAS No. 141 "Business
Combinations." SFAS No. 141 supersedes Accounting Principles
Board ("APB") No. 16 and requires that any business combinations
initiated after June 30, 2001 be accounted for as a purchase;
therefore, eliminating the pooling-of-interest method defined in
APB 16. The statement was effective for any business combination
initiated after June 30, 2001 and shall apply to all business
combinations accounted for by the purchase method for which the
date of acquisition is July 1, 2001 or later. The adoption did
not have a material impact on the Company's financial position or
results of operations since the Company has not participated in
such activities covered under this pronouncement.
In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangibles." SFAS No. 142 addresses the initial recognition,
measurement and amortization of intangible assets acquired
individually or with a group of other assets (but not those
acquired in a business combination) and addresses the
amortization provisions for excess cost over fair value of net
assets acquired or intangibles acquired in a business
combination. The statement is effective for fiscal years
beginning after December 15, 2001, and is effective July 1, 2001
for any intangibles acquired in a business combination initiated
after June 30, 2001. The Company has implemented this
pronouncement and has concluded that the adoption has no material
impact to the financial statements.
8
ROYAL HOLIDAY MOBILE ESTATES
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 (UNAUDITED)
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Recent Accounting Pronouncements, continued
-------------------------------------------
In October 2001, the FASB recently issued SFAS No. 143,
"Accounting for Asset Retirement Obligations," which requires
companies to record the fair value of a liability for asset
retirement obligations in the period in which they are incurred.
The statement applies to a company's legal obligations associated
with the retirement of a tangible long-lived asset that results
from the acquisition, construction, and development or through
the normal operation of a long-lived asset. When a liability is
initially recorded, the company would capitalize the cost,
thereby increasing the carrying amount of the related asset. The
capitalized asset retirement cost is depreciated over the life of
the respective asset while the liability is accreted to its
present value. Upon settlement of the liability, the obligation
is settled at its recorded amount or the company incurs a gain or
loss. The statement is effective for fiscal years beginning after
June 30, 2002. The Company does not expect the adoption to have a
material impact to the Company's financial position or results of
operations.
In October 2001, the FASB issued SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets". Statement 144
addresses the accounting and reporting for the impairment or
disposal of long-lived assets. The statement provides a single
accounting model for long-lived assets to be disposed of. New
criteria must be met to classify the asset as an asset
held-for-sale. This statement also focuses on reporting the
effects of a disposal of a segment of a business. This statement
is effective for fiscal years beginning after December 15, 2001.
The Company has implemented this pronouncement and has concluded
that the adoption has no material impact to the financial
statements.
NOTE 2 - RELATED PARTY TRANSACTION
The Company incurred legal and accounting fees of $4,250 in the
quarter ended March 31, 2002 which were paid by an officer of the
Company. The officer does not expect this amount to be paid back
by the Company and therefore the amount is considered as
additional paid-in capital.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
The Company has not commenced business activities and has no assets or
operations. The Company is dependent upon its officers to meet any de-minimis
costs which may occur.
Alan Schram, an officer and director of the Company, has agreed to provide
the necessary funds, without interest, for the Company to comply with the
Securities Exchange Act of 1934, as amended, provided that he is an officer and
director of the Company when the obligation is incurred. All advances are
interest-free.
In addition, since the Company has had no operating history nor any
revenues or earnings from operations, with no significant assets or financial
resources, the Company will in all likelihood sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a business
combination with a profitable business opportunity. There is assurance that the
Company can identify such a business opportunity and consummate such a business
combination.
Item 3. Controls and Procedures
Our Chief Executive and Financial Officer (the "Certifying Officer") is
responsible for establishing and maintaining disclosure controls and procedures
for the Company.
The Certifying Officer has designed such disclosure controls and
procedures to ensure that material information is made known to him,
particularly during the period in which this report was prepared.
The Certifying Officer has evaluated the effectiveness of the Company's
disclosure controls and procedures within 90 days of the date of this report
and believes that the Company's disclosure controls and procedures are
effective based on the required evaluation. There have been no significant
changes in internal controls or i n other factors that could significantly
affect internal controls subsequent to the date of their evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
10
PART II. Other Information
Item 1. Legal Proceedings - None.
Item 2. Changes in the Rights of the Company's Security Holders - None.
Item 3. Defaults by the Company on its Senior Securities - None.
Item 4. Results of Votes of Security Holders - None.
Item 5. Other Information - None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certification of Chief Executive and Financial Officer
(b) Reports on Form 8-K
None
11
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROYAL HOLIDAY MOBILE ESTATES
Registrant
Date: July 22, 2003 /s/ Alan Schram
-----------------------------
Alan Schram
Chief Executive Officer and
Chief Financial Officer
12
CERTIFICATION
I, Alan Schram, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of ROYAL HOLIDAY
MOBILE ESTATES.
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 to 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. I am the Registrant's certifying officer responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and 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 me 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 (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the effectiveness of
the disclosure controls and procedures based on my evaluation as of the
Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
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. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: July 22, 2003
/s/ Alan Schram
- -----------------------
Alan Schram
Chief Executive Officer and
Chief Financial Officer
13