SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1O-QSB/A
[X] Quarterly Report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2003
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)
14282 Point Reyes St., Fontana, CA 92336
(Address of principal executive offices)
(909) 260-3169
(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 [X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as the latest practicable date: As of September 18, 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
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ROYAL HOLIDAY MOBILE ESTATES
(A Development Stage Company)
BALANCE SHEET
March 31,
2003
------------
(unaudited)
ASSETS
TOTAL ASSETS $ -
============
LIABILITIES AND STOCKHOLDERS' EQUITY
TOTAL LIABILITIES $ 7,450
------------
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 (20,305)
------------
TOTAL STOCKHOLDERS' EQUITY (7,450)
------------
TOTAL LIABILITIES AND STOCKHOLDERS'
----------------------------------
EQUITY $ -
------ ============
The accompanying notes form 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 November 2, 1992
Ended March 31, (inception) to
---------------------- March 31,
2003 2002 2003
---------- --------- ---------------
REVENUE $ - $ - $ -
GENERAL, SELLING
AND ADMINISTRATIVE EXPENSES - 4,250 20,305
---------- --------- ---------------
LOSS BEFORE TAXES - (4,250) (20,305)
PROVISION FOR INCOME TAXES - - -
---------- --------- ---------------
NET LOSS $ - $ (4,250) $ (20,305)
========== ========== ================
NET LOSS PER COMMON
SHARE - basic and diluted $ - $ (.004) $ (.016)
=========== ========== ================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
basic and diluted 1,121,000 1,121,000 1,121,000
========== ========== ===============
The accompanying notes form 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 for the years ended
December 31, 1993 through
December 31, 1999 - - - - -
--------- -------- --------- ----------- -----------
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 - - - (11,700) (11,700)
Contribution by officer - - 4,250 - 4,250
--------- -------- --------- ----------- -----------
Balance, at December 31, 2002 1,121,000 1,121 11,734 (20,305) ( 7,450)
Net Loss - - - - -
--------- -------- --------- ----------- -----------
Balance, March 31, 2003
(Unaudited) 1,121,000 $ 1,121 $ 11,734 $(20,305) $ (7,450)
========= ======== ========= =========== ===========
The accompanying notes form an 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 Three Months Ended November 2, 1992
March 31, 2003 (inception) to
------------------------ March 31,
2003 2002 2003
--------- ---------- ---------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $ - $ (4,250) $ (20,305)
Increase(decrease)in liabilities-
Accounts payable and
accrued expenses - - 7,450
--------- ---------- ---------------
Total adjustments - - 7,450
--------- ---------- ---------------
Net cash used for operating
activities - (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 form an integral part of the financial statements.
6
ROYAL HOLIDAY MOBILE ESTATES
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 (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.
Going Concern
-------------
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 March 31, 2003 are not necessarily indicative of the
results that may be expected for the fiscal year ending December
31, 2003. 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, 2002.
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
MARCH 31, 2003 (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 January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities." Interpretation 46
changes the criteria by which one company includes another entity
in its consolidated financial statements. Previously, the
criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be
consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's
activities or entitled to receive a majority of the entity's
residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity.
The consolidation requirements of Interpretation 46 apply
immediately to variable interest entities created after January
31, 2003. The consolidation requirements apply to older entities
in the first fiscal year or interim period beginning after June
15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of
when the variable interest entity was established. The Company
does not expect the adoption to have a material impact to the
Company's financial position or results of operations.
8
ROYAL HOLIDAY MOBILE ESTATES
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 (UNAUDITED)
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Recent Accounting Pronouncements, continued
-------------------------------------------
During April 2003, the FASB issued SFAS 149 - "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities",
effective for contracts entered into or modified after June 30,
2003, except as stated below and for hedging relationships
designated after June 30, 2003. In addition, except as stated
below, all provisions of this Statement should be applied
prospectively. The provisions of this Statement that relate to
Statement 133 Implementation Issues that have been effective for
fiscal quarters that began prior to June 15, 2003, should
continue to be applied in accordance with their respective
effective dates. In addition, paragraphs 7(a) and 23(a), which
relate to forward purchases or sales of when-issued securities or
other securities that do not yet exist, should be applied to both
existing contracts and new contracts entered into after June 30,
2003. The Company does not participate in such transactions,
however, is evaluating the effect of this new pronouncement, if
any, and will adopt FASB 149 within the prescribed time.
During May 2003, the FASB issued SFAS 150 - "Accounting for
Certain Financial Instruments with Characteristics of both
Liabilities and Equity", effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning
after June 15, 2003. This Statement establishes standards for how
an issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity. It requires
that an i ssuer classify a freestanding financial instrument that
is within its scope as a liability (or an asset in some
circumstances). Many of those instruments were previously
classified as equity. Some of the provisions of this Statement
are consistent with the current definition of liabilities in FASB
Concepts Statement No. 6, Elements of Financial Statements. The
Company is evaluating the effect of this new pronouncement and
will adopt FASB 150 within the prescribed time.
NOTE 2 - RELATED PARTY TRANSACTION
NONE
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 Acting 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
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(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: September 22, 2003 /s/ Hector A. Veron
-----------------------------
Hector A. Veron
Chief Executive Officer and
Director
/s/ R. B. Harris
-----------------------------
R. B. Harris
Director and Acting
Financial Officer
12