UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
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[ ] 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.
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(Exact name of small business issuer as specified in its charter)
Florida 65-0832987
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23 Corporate Plaza, Suite 180, Newport Beach, California, 92663
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(Address of principal executive offices)
(949) 720-7320
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(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 November 13, 2001, there were
7,340,000 shares of the issuer's $.001 par value common stock issued and
outstanding.
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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B Y & C Management Inc.
(A Development Stage Enterprise)
Balance Sheet
September 30 June 30
2001 2001
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A S S E T S
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(Unaudited) (Audited)
Current Assets
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Cash $ 1,531 $ 2,479
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Total Current Assets 1,531 2,479
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Total Assets $ 1,531 $ 2,479
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L I A B I L I T I E S
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Current Liabilities
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Advances from Officers 25,590 $ 14,655
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Total Current Liabilities 25,590 14,655
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Total Liabilities 25,590 14,655
Commitments and Contingencies - -
S T O C K H O L D E R S ' E Q U I T Y
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Preferred Stock -
Common Stock 7,340 7,035
Additional Paid-in-Capital 84,610 84,915
Accumulated Deficit (116,009) (104,126)
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Total Stockholders' Equity (Deficit) (24,059) (12,176)
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Total Liabilities and Stockholders' Equity $ 1,531 $ 2,479
================== ==================
See accompanying notes to financial statements.
2
B Y & C Management Inc.
(A Development Stage Enterprise)
Statement of Operations
(Unaudited)
------------------------------------ From 4/28/98
For the Three Months Ended (Initial)
September 30 to Sept 30
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2000 1999 2000
----------------- ----------------- ------------------
Revenues:
- ---------
Revenues - - -
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Total Revenues $ - $ - $ -
Expenses:
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Consulting Services - 8,000 84,226
Depreciation - - 5,362
Professional Fees 10,928 42,800 115,869
Operating Expenses 955 4,904 27,643
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Total Expenses 11,883 55,704 233,100
Net Loss from Operations $ (11,883) $ (55,704) $ (233,100)
Other Income and Expenses:
- --------------------------
Other Commission Income 126,000
Loss on Sale of Auto - - (10,986)
Gain on Sale oif Investments - - 2,077
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Net Loss before Taxes (11,883) (55,704) (116,009)
Provision for Income Taxes:
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Income Tax Benefit - - -
Net Loss $ (11,883) $ (55,704) $ (116,009)
================= ================= ==================
Basic and Diluted Earnings Per Common Share (0.002) (0.008) (0.017)
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Weighted Average number of Common Shares 7,000,560 6,950,000 7,000,560
used in per share calculations ================= ================= ==================
See accompanying notes to financial statements.
3
B Y & C Management Inc.
(A Development Stage Enterprise)
Statement of Stockholders' Equity
As of September 30, 2001
(Unaudited)
$0.001 Paid-In Accumulated Stockholders'
Shares Par Value Capital Deficit Equity
-------------- ------------- -------------- -------------- --------------
Balance, April 28, 1998 - $ - $ - $ - $ -
Stock Issuance 6,950,000 6,950 - 6,950
Net Income (Loss) 57,379 57,379
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Balance, June 30, 1998 6,950,000 6,950 - 57,379 64,329
Net Income (Loss) (43,697) (43,697)
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Balance, June 30, 1999 6,950,000 6,950 - 13,682 20,632
Net Income (Loss) (20,381) (20,381)
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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 Income (Loss) (97,427) (97,427)
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Balance June 30, 2001 7,035,000 $ 7,035 $ 84,915 $ (104,126) $ (12,176)
Stock Cancelled, 8/14/01 (5,200,000) (5,200) 5,200
Forward Split, 4 to 1 5,505,000 5,505 (5,505)
Net Income (Loss) (11,883) (11,883)
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Balance September 30, 2001 7,340,000 $ 7,340 $ 84,610 $ (116,009) $ (24,059)
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See accompanying notes to financial statements.
4
B Y & C Management Inc.
(A Development Stage Enterprise)
Statement of Cash Flows
(Unaudited)
----------------------------------------- From 4/28/98
For the Three Months Ended (Initial)
September 30 to Sept 30
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2001 2000 2001
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Cash Flows from Operating Activities:
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Net Income (Loss) $ (11,883) $ (55,704) $ (116,009)
Changes in operating assets and liabilities:
Depreciation - - 5,362
Loss on Sale of Auto - 10,986
Gain on Sale on Investments - (2,077)
Advances from Officers 10,935 25,590
Stock issued for Services - 5,000 26,950
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Total Adjustments 10,935 5,000 66,811
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Net Cash Used in Operating Activities $ (948) $ (50,704) $ (49,198)
Cash Flows from Investing Activities:
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Sale of Auto - - 5,100
Purchase of Auto (21,448)
Purchase of Investment (3,633)
Investments Sold - - 5,710
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Net Cash Used in Investing Activities $ - $ - $ (14,271)
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Cash Flows from Financing Activities:
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Note Payable - - -
Common Stock - 65,000 65,000
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Net Cash Provided for Financing Activities $ - $ 65,000 $ 65,000
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Net Increase (Decrease) in Cash $ (948) $ 14,296 $ 1,531
Cash Balance, Begin Period 2,479 251 -
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Cash Balance, End Period $ 1,531 $ 14,547 $ 1,531
=================== ==================== ===================
$ -
Supplemental Disclosures:
Cash Paid for interest $ - $ - $ -
Cash Paid for income taxes $ - $ - $ -
Stock Issued for Services 5,000 - 6,950
See accompanying notes to financial statements.
5
B Y & C MANAGEMENT, INC.
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(A Development Stage Company)
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NOTES TO FINANCIAL STATEMENTS
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September 30, 2001
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(Unaudited)
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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
September 30, 2001 and has an accumulated deficit of $116,009. 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 months ended September 30, 2001
and 2000 and cumulative since inception (April 28, 1998 through September 30,
2001) are not necessarily indicative of the results that may be expected for the
fiscal years ended June 30, 2002. 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 - COMMON STOCK
As of On August 14, 2001, the Company approved a resolution to redeem and cancel
5,200,000 shares of its common stock making the total outstanding shares of
common stock of 1,835,000 as of August 14, 2001.
The Company approved a 4 to 1 forward split of the common stock effective at the
close of business August 15, 2001. The total outstanding shares of common stock
to be 7,340,000 outstanding August 15, 2001.
6
B Y & C MANAGEMENT, INC.
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(A Development Stage Company)
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NOTES TO FINANCIAL STATEMENTS
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September 30, 2001
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(Unaudited)
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NOTE 4 - 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.
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 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 $1,531 as of September 30,
2001. For the three-month period ended September 30, 2001, our only material
expense has been professional fees of approximately $10,928. 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.
7
Results of Operations. We have not yet realized any revenue from our current
operations. Our expenses of approximately $233,100 consist primarily of start-up
costs from formation through September 30, 2001.
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.
8
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.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
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None.
Item 2. Changes in Securities.
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None.
Item 3. Defaults Upon Senior Securities.
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None.
Item 4. Submission of Matters to Vote of Security Holders.
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None.
Item 5. Other Information.
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None.
Item 6. Exhibits and Reports on Form 8-K.
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None.
9
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
November 13, 2001 By: /s/ Robert Younker
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Robert Younker, President, Director