UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-QSB
( X )QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000
( )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: 000-31489
B Y & C Management, Inc.
(Exact name of small business issuer as specified in its charter)
Florida 65-0832987
- ------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
23 Corporate Plaza, Suite 180, Newport Beach, California, 92663
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(949) 720-7320
(Issuer's Telephone Number)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date. As of March 27, 2001, there were
7,035,000 shares of the issuer's $.001 par value common stock issued and
outstanding.
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1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
B Y & C MANAGEMENT, INC.
(A Development Stage Company)
BALANCE SHEET
DECEMBER 31, 2000
(Unaudited)
June 30
2000
(Audited)
- ----------------------------------------------------------------------------------------
ASSETS
Current Assets
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,739 $ 251
Accounts Receivable. . . . . . . . . . . . . . . . . . . . . . . . . 1,500 0
--------------------
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . 12,239 251
--------------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,239 251
====================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . 3,104 0
--------------------
Accounts Payable and Accrued Liabilities
Total Current Liabilities. . . . . . . . . . . . . . . . . . . . . . 3,104 0
--------------------
Total Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . 3,104 0
Commitments and Contingencies
STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . . . . . . 0 0
Preferred Stock
50,000,000 authorized shares, par value $0.001 . . . . . . . . . . . 7,020 6,950
100,000,000 authorized shares, par value $.001
7,035,000 and 6,950,000 shares issued and outstanding, respectively.
100,000,000 authorized shares, par value $.001
7,035,000 and 6,950,000 shares issued and outstanding, respectively.
no shares issued and outstanding
69,930 0
Additional Paid-in-Capital . . . . . . . . . . . . . . . . . . . . . (67,815) (6,699)
--------------------
Deficit accumulated during the development stage
Total Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . 9,135 251
--------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . . . . . $ 12,239 $ 251
====================
The accompanying notes are an integral part of these financial statements.
2
B Y & C MANAGEMENT, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
APR 28, 1998
THREE MONTHS ENDED SIX MONTHS ENDED (INCEPTION)
DECEMBER 31 DECEMBER 31 TO DEC 31
2000 1999 2000 1999 2000
- -------------------------------------------------------------------------------------------------------------------------------
REVENUES:
Continuing education fees . . . . . . . . . $ 0 $ 0 $ 0 $ 0 $ 0
Membership dues . . . . . . . . . . . . . . 0 0 0 0 0
----------------------------------------------------------------------------------
Total Revenues. . . . . . . . . . . . . . . 0 0 0 0 0
EXPENSES:
Consulting Services . . . . . . . . . . . . 15,000 0 23,000 2,000 79,226
Depreciation Expense. . . . . . . . . . . . 0 0 0 0 5,362
Professional Fees . . . . . . . . . . . . . 4,149 0 46,949 0 86,034
Organization and start-up expenses. . . . . 1,263 398 6,167 8,862 29,284
----------------------------------------------------------------------------------
Total Expenses. . . . . . . . . . . . . . . 20,412 398 76,116 10,862 199,906
Net Loss from Operations. . . . . . . . . . (20,412) (398) (76,116) (10,862) (199,906)
OTHER INCOME AND (EXPENSES):
Other commission income . . . . . . . . . . 0 0 0 0 126,000
Loss on Sale of Auto. . . . . . . . . . . . 0 0 0 (10,986) (10,986)
Gain on Sale of Investments . . . . . . . . 0 0 0 2,077 2,077
----------------------------------------------------------------------------------
Total other income (expense). . . . . . . . 0 0 0 (8,909) 117,091
Loss before provision for income taxes. . . (20,412) (398) (76,116) (19,771) (82,815)
Provision for Income Taxes. . . . . . . . . 0 0 0 0 0
----------------------------------------------------------------------------------
Net Loss. . . . . . . . . . . . . . . . . . ($20,412) ($398) ($76,116) ($19,771) ($82,815)
==================================================================================
Basic and diluted loss per common share . . (0.003) (0.000) (0.011) (0.003) (0.012)
----------------------------------------------------------------------------------
Weighted average number of common shares
outstanding used in per share calculations. 7,028,000 6,950,000 7,012,000 6,950,000 6,958,000
==================================================================================
The accompanying notes are an integral part of these financial statements.
3
B Y & C MANAGEMENT, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FROM APRIL 28, 1998 (DATE OF INCEPTION) TO DECEMBER 31, 2000
(Unaudited)
Deficit
accumulated
$0.001 Paid-In during Stockholders'
Shares Par Value Capital development stage Equity
- --------------------------------------------------------------------------------------------------------------
Balance, April 28, 1998 (inception) 0 $ 0 $ 0 $ 0 $ 0
Issuance of common stock . . . . . 6,950,000 6,950 0 0 6,950
Net Income. . . . . . . . . . . . . 0 0 0 57,379 57,379
------------------------------------------------------------------------
Balance, June 30, 1998. . . . . . . 6,950,000 6,950 0 57,379 64,329
Net Loss. . . . . . . . . . . . . . 0 0 0 (43,697) (43,697)
------------------------------------------------------------------------
Balance, June 30, 1999. . . . . . . 6,950,000 6,950 0 13,682 20,632
Net Loss. . . . . . . . . . . . . . 0 0 0 (20,381) (20,381)
------------------------------------------------------------------------
Balance June 30, 2000 . . . . . . . 6,950,000 6,950 0 (6,699) 251
Shares Issued for Cash. . . . . . . 65,000 65 64,935 0 65,000
Shares Issued for Services. . . . . 20,000 20 19,980 0 20,000
Net Loss. . . . . . . . . . . . . . 0 0 0 (76,116) (76,116)
------------------------------------------------------------------------
Balance December 31, 2000 . . . . . 7,035,000 $ 7,035 $ 84,915 ($82,815) $ 9,135
=========================================================================
The accompanying notes are an integral part of these financial statements.
4
B Y & C MANAGEMENT, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
APR 28, 1998
THREE MONTHS ENDED SIX MONTHS ENDED (INCEPTION)
DECEMBER 31 DECEMBER 31 TO DEC 31
2000 1999 2000 1999 2000
- -----------------------------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net Loss. . . . . . . . . . . . . . . . . . . ($20,412) ($398) ($76,116) ($19,771) ($82,815)
Adjustments to reconcile net loss to net cash
provided (used) to operating activities:
Depreciation. . . . . . . . . . . . . . . . . 0 0 0 0 5,362
Loss on Sale of Auto. . . . . . . . . . . . . 0 0 0 10,986 10,986
Gain on Sale on Investments . . . . . . . . . 0 0 0 (2,077) (2,077)
Stock issued for Services . . . . . . . . . . 15,000 0 20,000 0 26,950
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . (1,500) 0 (1,500) 0 (1,500)
Accounts payable. . . . . . . . . . . . . . 3,104 0 3,104 (690) 3,104
--------------------------------------------------------------------------------
Total Adjustments . . . . . . . . . . . . . . 16,604 0 21,604 8,219 42,825
--------------------------------------------------------------------------------
Net Cash (used) in operating activities . . . (3,808) (398) (54,512) (11,552) (39,990)
Cash Flows from Investing Activities:
- ---------------------------------------------
Proceeds from the sale of automobile. . . . . 0 0 0 5,100 5,100
Purchase of Auto. . . . . . . . . . . . . . . 0 0 0 0 (21,448)
Proceeds from the sales of investments. . . . 0 0 0 5,710 5,710
Purchase of investments . . . . . . . . . . . 0 0 0 0 (3,633)
--------------------------------------------------------------------------------
Net Cash (used) by investing activities . . . 0 0 0 10,810 (14,271)
--------------------------------------------------------------------------------
Cash Flows from Financing Activities:
Proceeds from issuance of common stock. . . . 0 0 65,000 0 65,000
--------------------------------------------------------------------------------
Net Cash provided by financing activities . . 0 0 65,000 0 65,000
--------------------------------------------------------------------------------
Net Increase (Decrease) in Cash . . . . . . . (3,808) (398) 10,488 (742) 10,739
Cash, beginning of period. . . . . . . . . . 14,547 660 251 1,004 0
--------------------------------------------------------------------------------
Cash, end of period. . . . . . . . . . . . . $ 10,739 $ 262 $ 10,739 $ 262 $ 10,739
================================================================================
Supplemental cashflow information:
Cash Paid for interest. . . . . . . . . . . . $ 0 $ 0 $ 0 $ 0 $ 0
================================================================================
Cash Paid for income taxes. . . . . . . . . . $ 0 $ 0 $ 0 $ 0 $ 0
================================================================================
Stock Issued for services . . . . . . . . . . $ 15,000 $ 0 $ 20,000 $ 0 $ 41,950
================================================================================
The accompanying notes are an integral part of these financial statements.
5
B Y & C MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER31, 2000 AND 1999
(UNAUDITED)
NOTE 1 - DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES
B Y & C Management, Inc. (the "Company") was incorporated on April 28, 1998
in the state of Florida. The Company is an Internet based association of
property management professionals and licensed real estate brokers and agents
that intends to provide continuing education classes, to promote the adoption of
national standardized policies and procedures, and to develop certification
programs for its membership community. The Company has been in the development
stage since its inception.
The Company has incurred an operating loss from inception through December
31, 2000 and has an accumulated deficit of $82,815. The Company's cash was
provided primarily from the issuance of 65,000 shares of common stock.
Management expects that the Company will be out of the development stage in
2002.
NOTE 2 - BASIS OF PRESENTATION
The unaudited financial statements included herein have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 301(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six months ended December 31,
2000 and 1999 and cumulative since inception (April 28, 1998 through December
31, 2000) are not necessarily indicative of the results that may be expected for
the fiscal years ended June 30, 2000 and 1999. Operating results for the three
and six months ended December 31, 1999 were not reviewed by the Company's
independent certified public accountants. For further information, the
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's registration statement on Form SB-2, as
amended.
Shares of common stock issued by the Company for other than cash have been
assigned amount equivalent to the fair value of the service or assets received
in exchange.
Start-up and organization costs are recorded in accordance with the provisions
of Statement of Position 98-5, "Reporting Costs of Start-up Activities" ("SOP
98-5"). SOP 98-5 requires that the costs of start-up activities, including
organization costs, be expensed as incurred.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
The Company, from time to time, may be subject to legal proceedings and
claims that arise in the ordinary course of its business. Currently, the Company
is not subject to any legal proceedings or other claims.
6
Item 2. Plan of Operation
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This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.
Our Business. We are an Internet based association of property management
professionals and licensed real estate brokers and agents. Our website is
currently in development and is not currently a source of revenues.
Liquidity and Capital Resources. We have cash of $10,739 as of December 31,
2000. We were incorporated on April 29, 1998 and our only material expenses
since formation until December 31, 2000 have been consulting fees of
approximately $79,226 and professional fees of approximately $86,034. Our
President, director and principal shareholder, Robert Younker, has paid a
significant portion of our expenses since our inception. Although, we do not
have a written agreement or formal arrangement with Mr. Younker, in which he has
agreed to pay our expenses, we anticipate that Mr. Younker will continue to pay
our expenses in the event that we do not generate revenues or obtain additional
working capital. Our belief that Mr. Younker will pay our expenses is based on
the fact that Mr. Younker has a significant equity interest in us. We believe
that Mr. Younker will continue to pay our expenses as long as he maintains a
significant equity interest in us. However, in the event that that Mr. Younker
sells some or all of his shares, he may not have a continued incentive to fund
our operations and pay our expenses. We cannot assure you that Mr. Younker will
not sell some or all of their shares.
Results of Operations. We have not yet realized any revenue from our current
operations. Our expenses of approximately $199,906 consist primarily of start-up
costs from formation through December 31, 2000.
Our Plan of Operation for the Next Twelve Months. We are currently designing our
website to provide a wide range of services to property management professionals
and licensed real estate brokers and agents. Our prospects must be considered
speculative, considering the risks, expenses, and difficulties frequently
encountered in the establishment of a new business, specifically the risks
inherent in the development of electronic commerce.
Our objective is to complete the development of our website in the next three to
six months. We believe that our current available funds will be sufficient to
complete the development of our website. Upon the completion of our website
development, we anticipate that we will begin to generate revenues from
membership dues and the fees that we will charge for our continuing education
classes and certification programs. Any revenues generated will be used to
market our website and expand our membership base. We cannot guaranty that will
generate revenues to market our website and expand our membership base. Our
failure to market our website and expand our membership base will harm our
business and financial performance. If we are unable to generate revenues, we
anticipate that our marketing activities will be very limited. In addition, our
ability to generate revenues through our website depends on continued growth in
the use of the Internet and in the acceptance and volume of commerce
transactions on the Internet.
In our opinion, our available funds will satisfy our working capital
requirements through June 2001. Our forecast for the period for which our
financial resources will be adequate to support our operations involves risks
and uncertainties and actual results could fail as a result of a number of
factors. We anticipate that we may need to raise additional capital to conduct
our operations in the next twelve months. Such additional capital may be raised
through public or private financing as well as borrowings and other sources. We
cannot guaranty that additional funding will be available on favorable terms, if
at all. If adequate funds are not available, we believe that our officers and
directors will contribute funds to pay for our expenses. Our belief that our
officers and directors will pay our expenses is based on the fact that our
officers and directors have significant equity interests in us. We believe that
our officers and directors will continue to pay our expenses as long as they
maintain a significant equity interest in us. Therefore, we have not
contemplated any plan of liquidation in the event that we do not generate
revenues.
We are not currently conducting any research and development activities, other
than the development of our website. We do not anticipate conducting any other
such activities in the next twelve months. We do not anticipate that we will
purchase or sell any significant equipment in the next six to twelve months
unless we generate significant revenues.
We do not anticipate that we will hire any employees in the next six to twelve
months, unless we generate significant revenues. We believe our future success
depends in large part upon the continued service of our key personnel.
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 Vote of Security Holders
- ----------------------------------------------------------
None.
Item 5. Other Information
- --------------------------
None.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
None.
7
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
B Y & C Management, Inc.,
a Florida corporation
March 27, 2001 By: /s/ Robert Younker
--------------------------------------------
Robert Younker
President, Director
March 27, 2001 By: /s/ Carol Jean Gehlke
--------------------------------------------
Carol Jean Gehlke
Secretary, Treasurer, Director
March 27, 2001 By: /s/ Calvin K. Mees
--------------------------------------------
Calvin K. Mees
Director