UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
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 March 31, 2001
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from to
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Commission File Number: 000-31489
B Y & C Management, Inc.
--------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 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) (Zip Code)
Issuer's Telephone Number: (949) 720-7320
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 June 18, 2001, there were
7,035,000 shares of the issuer's $.001 par value common stock issued and
outstanding.
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
- -----------------------------
B Y & C MANAGEMENT, INC.
(A Development Stage Company)
BALANCE SHEET
March 31, 2001
(Unaudited)
ASSETS June 30, 2000
------ -------------------
(Audited)
Current Assets
Cash $ 4,234 $ 251
Accounts Receivable - -
------------------- -------------------
Total Current Assets 4,234 251
------------------- -------------------
TOTAL ASSETS $ 4,234 $ 251
=================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
LIABILITIES
Current Liabilities
Accounts Payable and Accrued Liabilities 2,690
------------------- -------------------
-
-------------------
Total Current Liabilities 2,690
-------------------
Total Liabilities 2,690 -
- -
Commitments and Contingencies
STOCKHOLDERS' EQUITY -
Preferred Stock
50,000,000 authorized shares, per value $.001
no shares issued and outstanding
Common Stock
100,000,000 authorized shares, per value $.001
7,020,000 and 6,950,000 shares issued and outstanding, respectively. 7,020 6,950
Additional Paid-in-Capital 69,930 -
Deficit accumulated during the development stage (75,406) (6,699)
------------------- -------------------
Total Stockholders' Equity 1,544 251
------------------- -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,234 $ 251
=================== ===================
The accompanying notes are an integral part of the financial statements.
2
B Y & C MANAGEMENT, INC.
(A Development Stage Company)
Restated
STATEMENTS OF OPERATIONS --------
(Unaudited)
--------------
----------------------------- ------------------------------ Apr 28, 1998
Three Months Ended Six Months Ended (Inception)
March 31 March 31 to Mar 31
----------------------------- ------------------------------ --------------
2000 1999 2000 1999 2000
-------------- -------------- -------------- -------------- --------------
Revenues:
- ---------
Continuing education fees $ - $ - $ - $ - $ -
Membership dues - - - - -
-------------- -------------- -------------- -------------- --------------
Total Revenues - - - - -
Expenses:
- ---------
Consulting Services - - 23,000 2,000 79,226
Depreciation Expense - - - 1,073 5,363
Professional Fees 7,512 - 54,461 - 93,546
Organization and start-up expenses 79 439 6,246 9,301 29,362
-------------- -------------- -------------- -------------- --------------
Total Expenses 7,591 439 83,707 12,374 207,497
Net Loss from Operations (7,591) (439) (83,707) (12,374) (207,497)
Other Income and (Expenses):
Other commission income - - - - 126,000
Loss on Sale of Auto - - - (10,986) (10,986)
Gain on Sale of Investments - - - 2,077 2,077
-------------- -------------- -------------- -------------- --------------
Total other income (expense) - - - (8,909) 117,091
Loss before provision for income taxes - (439) (83,707) (21,283) (90,406)
Provision for Income Taxes - - - - -
-------------- -------------- -------------- -------------- --------------
Net Loss $ (7,591) $ (439) $ (83,707) $ (21,283) $ (90,406)
============== ============== ============== ============== ==============
Basic and diluted loss per common share (0.001) (0.000) (0.012) (0.003) (0.013)
-------------- -------------- -------------- -------------- --------------
Weighted average number of common shares
outstanding used in per share calculations 7,035,000 6,950,000 7,023,844 6,950,000 6,969,000
============== ============== ============== ============== ==============
The accompanying notes are an integral part of the financial statements.
3
B Y & C MANAGEMENT, INC.
(A Development Stage Company)
Restated
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY --------
FROM APRIL 28, 1998 (DATE OF INCEPTION) TO MARCH 31, 2001
(Unaudited)
Deficit
accumulated
$0.001 Paid-In during Stockholders'
Shares Par Value Capital development stage Equity
------------- -------------- -------------- ----------------- ---------------
Balance, April 28, 1998 (inception) - $ - $ - $ - $ -
Issuance of common stock 6,950,000 6,950 - - 6,950
Net Income 57,379 57,379
------------- -------------- -------------- ----------------- ---------------
Balance, June 30, 1998 6,950,000 6,950 - 57,379 64,329
Net Loss (43,697) (43,697)
------------- -------------- -------------- ----------------- --------------
Balance, June 30, 1999 6,950,000 6,950 - 13,682 20,632
Net Loss (20,381) (20,381)
------------- -------------- -------------- ----------------- --------------
Balance June 30, 2000 6,950,000 6,950 - (6,699) 251
Shares Issued for Cash 65,000 65 64,935 65,000
Shares Issued for Services 20,000 20 19,980 20,000
Net Loss (83,707) (83,707)
--------------------------------------------------------------------------------
Balance December 31, 2000 7,035,000 $ 7,035 $ 84,915 $ (90,406) $ 1,544
================================================================================
The accompanying notes are an integral part of the financial statements.
4
B Y & C MANAGEMENT, INC.
(A Development Stage Company)
Restated
STATEMENTS OF CASH FLOWS --------------
(Unaudited)
-------------
----------------------------- ------------------------------ Apr 28, 1998
Three Months Ended Six Months Ended (Inception)
March 31 March 31 to Mar 31
----------------------------- ------------------------------ -------------
2000 1999 2000 1999 2000
------------- --------------- -------------- --------------- -------------
Cash Flows from Operating Activities:
Net Loss $ (7,591) $ (439) $ (83,707) $ (21,283) $ (90,406)
Adjustments to reconcile net loss to net cash
provided (used) to operating activities:
Depreciation - - - 1,073 5,363
Loss on Sale of Auto - - - 10,986 10,985
Gain on Sale on Investments - - - (2,077) (2,077)
Stock issued for Services - - 20,000 - 26,950
Changes in operating assets and liabilities:
Accounts receivable 1,500 - - - -
Accounts payable (414) - 2,690 (251) 2,690
------------- --------------- -------------- --------------- -------------
Total Adjustments 1,086 - 22,690 9,731 43,911
------------- --------------- -------------- --------------- -------------
Net Cash (used) in operating activities (6,505) (439) (61,017) (11,552) (46,495)
Cash Flows from Investing Activities:
Proceeds from the sale of automobile - - - 5,100 5,100
Purchase of Auto - - - - (21,448)
Proceeds from the sales of investments - - - 5,710 5,710
Purchase of investments - - - - (3,633)
------------- --------------- -------------- --------------- -------------
Net Cash (used) by investing activities - - - 10,810 (14,271)
------------- --------------- -------------- --------------- -------------
Cash Flows from Financing Activities:
Proceeds from issuance of common stock - - 65,000 - 65,000
------------- --------------- -------------- --------------- -------------
Net Cash provided by financing activities - - 65,000 - 65,000
------------- --------------- -------------- --------------- -------------
Net Increase (Decrease) in Cash (6,505) (439) 3,983 (742) 4,234
Cash, beginning of period 10,739 660 251 1,004 -
------------- --------------- -------------- --------------- -------------
Cash, end of period $ 4,234 $ 262 $ 4,234 $ 262 $ 4,234
============= =============== ============== =============== =============
Supplemental cashflow information:
Cash Paid for interest $ - $ - $ - $ - $ -
============= =============== ============== =============== =============
Cash Paid for income taxes $ - $ - $ - $ - $ -
============= =============== ============== =============== =============
Stock Issued for services $ - $ - $ 20,000 $ - $ 41,950
============= =============== ============== =============== =============
The accompanying notes are an integral part of the financial statements.
5
B Y & C MANAGEMENT, INC.
------------------------
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2001 and 2000
(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 March
31, 2001 and has an accumulated deficit of $90,406. 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 nine months ended March 31,
2001 and 2000 and cumulative since inception (April 28, 1998 through March 31,
2001) are not necessarily indicative of the results that may be expected for the
fiscal years ended June 30, 2000 and 1999. The December 31, 2000 balance sheet
was derived from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles. Certain
information and note disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations relating to interim
consolidated financial statements. 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.
6
B Y & C MANAGEMENT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2001 and 2000
(Unaudited)
NOTE 2 - BASIS OF PRESENTATION (con't)
The Company adopted Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share," which simplifies the computation of earnings per share
requiring the restatement of all prior periods. Basic earnings per share are
computed on the basis of the weighted average number of common shares
outstanding during each year. Diluted earnings per share are computed on the
basis of the weighted average number of common shares and dilutive securities
outstanding. Dilutive securities having an anti-dilutive effect on diluted
earnings per share are excluded from the calculation.
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.
7
Item 2. Plan of Operation
- --------------------------
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 a developmental stage company and intend to be an Internet
based association of property management professionals and licensed real estate
brokers and agents. We anticipate that we will provide continuing education
classes and develop certification programs for our membership of property
management professionals and licensed real estate brokers and agents. Our
courses of study will be designed to increase the knowledge of our membership in
the property management industry and provide updated information regarding new
regulations and licensing requirements. We also intend to develop and promote
the adoption of policies and standards which provide guidance to property
management professionals in an effort to establish a national set of standards
to be applied and upheld by practitioners within the profession. We intend to
generate revenues through membership dues and the fees that we will charge for
our continuing education classes and certification programs. We anticipate that
we will generate membership dues from property management professionals and
licensed real estate brokers and agents. In exchange for dues, members will be
entitled to discounts for the continuing education classes, which will be
offered on our website, and quarterly newsletter updates. Members will not
receive any equity interest in us and the rights of our shareholders will not be
adversely affected by the existence of these members. Our website is currently
in development and is not currently a source of revenues.
Liquidity and Capital Resources. We have cash of $4,234 as of March 31, 2001.
For the three month period ended March 31, 2001, our only material expense has
been professional fees of approximately $7,512. 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 $207,497 consist primarily of start-up
costs from formation through March 31, 2001.
8
Our Plan of Operation for the Next Twelve Months. We are currently developing
our proposed continuing education programs, although we have not actually
developed our website. Bruce Younker, the brother of our president, has provided
services to us, which include the development of proposed continuing educations
programs as well as proposed content for our website. Other than Bruce Younker,
we have not paid anyone to actually develop our website and, other than that
compensation to Bruce Younker, there have been no development costs to date. We
have not spent any funds on research and development of our website. 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 do not believe that our current available funds will be
sufficient to complete the development of our website. Although we have
developed proposed continuing educations programs, we have not actually
developed our website. The minimum amount necessary to complete the development
of our website is approximately $75,000. Our failure to raise additional capital
will significantly limit our website development and we may not be able to
commence operations.
If we are unable to complete the development of our website or successfully
market it, we may engage in an entirely different activity or no activity at
all. We have no obligation to conduct the business we have described in this
registration statement. Investors will have no input in whether we engage in an
entirely different activity or no activity at all. We cannot guaranty that we
will be able to complete the development of our website or successfully market
it.
If we complete the development of our website and obtain regulatory approval for
our proposed continuing education and certification programs, 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. We
anticipate that we will generate membership dues from property management
professionals and licensed real estate brokers and agents. In exchange for dues,
members will be entitled to discounts for the continuing education classes,
which will be offered on our website, and quarterly newsletter updates. Members
will not receive any equity interest in us and the rights of our shareholders
will not be adversely affected by the existence of these members.
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.
Our plan of operation is materially dependent on our ability to complete the
development of our website, obtain regulatory approval for our proposed
continuing education and certification programs, and raise additional capital to
market our website. If we raise additional capital or generate revenues, then we
expect that our expenses for the next twelve months will be approximately
$100,000. If we are unable to raise additional capital or generate revenues,
then we anticipate that our expenses for the next twelve months will be limited
to the day-to-day expenditures necessary to conduct business.
We are not currently conducting any research and development activities, other
than the development of our proposed continuing education programs. 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.
9
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.
10
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
June 18, 2001 By: /s/ Robert Younker
------------------------------------
Robert Younker, President, Director
11