United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10-QSB/A-2
Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarter Ended Commission File Number
June 30, 2002 333-51180
OFFICE MANAGERS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation or organization
87-0661638
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(I.R.S. Employer Identification No.)
136 East South Temple, Suite 1600, Salt Lake City, Utah 84111
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(Address of principal executive offices)
(801) 363-2656
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act: None
----
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of 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.
X Yes No
----- -----
State the number of shares outstanding of each of the registrants classes
of common equity, as of the latest practicable date.
Common stock, par value $.001; 29,500,000 shares outstanding
as of May 14, 2002
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
After filing its quarterly report on Form 10-QSB, for the quarter
ended June30, 2002, Office Managers, Inc., (the "Company") received a
demand notice from Ambra Resources Group, Inc., a related party, for funds
loaned to the Company in the amount of $110,923. This demand has a direct
effect on the Company's financial statements for the quarter ended June 30,
2002, requiring restatement of the financial statements previously filed by
the Company on or about August 19, 2002, as part of its quarterly report.
Following are the restated financial statements of the Company for the
quarter ended June 30, 2002.
The accompanying balance sheets of Office Managers, Inc. (
development stage company) at June 30, 2002 and December 31, 2001, and the
related statement of operations and cash flows for the three and six
months ended June 30, 2002, and 2001 and the period September 19, 2000 to
June 30, 2002 have been prepared by the Company's management in
conformity with accounting principles generally accepted in the United
States of America. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations
and financial position have been included and all such adjustments are of a
normal recurring nature.
Operating results for the three months ended June 30, 2002 are not
necessarily indicative of the results that can be expected for the year
ending December 31, 2002.
[This space left blank intentionally.]
OFFICE MANAGERS, INC.
( Development Stage Company)
BALANCE SHEETS
June 30, 2002 and December 31, 2001
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<Table>
Jun 30, Dec 31,
2002 2001
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ASSETS
CURRENT ASSETS
Cash $ 330,208 $ 35,161
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Total Current Assets 330,208 35,161
Equipment - net of accumulated depreciation 10,611 -
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$ 340,819 $ 35,161
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - affiliate - note 4 $ 110,923 $ -
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Total Current Liabilities 110,923 -
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STOCKHOLDERS' EQUITY
Common stock
50,000,000 shares authorized, at $0.001
par value; 29,500,000 shares issued and
outstanding on June 30, 2002 29,500 29,500
Capital in excess of par value 64,310 64,310
Stock subscriptions received - net of
offering costs - note 5 320,044 -
Deficit accumulated during the
development stage (183,958) (58,649)
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Total Stockholders' Equity 229,896 35,161
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$ 340,819 $ 35,161
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</Table>
The accompanying notes are an integral part of these financial statements.
OFFICE MANAGERS, INC.
( Development Stage Company)
STATEMENT OF OPERATIONS
For the Three and Six Months Ended June 30, 2002 and 2001 and the
Period September 19, 2000 (Date of Inception) to June 30, 2002
<Table>
<Caption>
=====================================================================================
Sept
Three Months Six Months 19, 2000
Jun 30, Jun 30, Jun 30, Jun 30, to Jun
2002 2001 2002 2001 30, 2002
---------- ---------- ---------- ---------- ----------
REVENUES $ - $ - $ - $ - $ -
---------- ---------- ---------- ---------- ----------
EXPENSES
Administrative 109,904 2,175 121,282 7,580 150,904
Development of web site -
preliminary project stage 4,027 - 4,027 - 33,054
---------- ---------- ---------- ---------- ----------
113,931 2,175 125,309 7,580 183,958
---------- ---------- ---------- ---------- ----------
NET LOSS $(113,931) $ (2,175) $(125,309) $ (7,580) $(183,958)
========== ========== ========== ========== ==========
NET LOSS PER COMMON SHARE
Basic $ - $ - $ - $ - $ -
---------- ---------- ---------- ---------- ----------
AVERAGE OUTSTANDING SHARES
Basic (stated in 1000's) 29,500 29,500 29,500 29,500
---------- ---------- ---------- ----------
</Table>
The accompanying notes are an integral part of these financial statements
OFFICE MANAGERS, INC.
( Development Stage Company)
STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2002 and 2001 and the
Period September 19, 2000 (Date of Inception) to June 30, 2002
<Table>
<Caption>
================================================================================
Sept 19, 2000
Jun 30, Jun 30, to Jun 30,
2002 2001 2002
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (125,309) $ (7,580) $ (183,958)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Depreciation 559 - 559
Change in accounts payable 110,923 500 110,923
Issuance of capital stock for web site - - 25,000
------------ ------------ --------------
Net Decrease in Cash From Operations (13,827) (7,080) (47,476)
------------ ------------ --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (11,170) - (11,170)
------------ ------------ --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Stock subscriptions received -
net of offering costs - note 5 320,044 - 320,044
Proceeds from issuance of common stock - 2,500 68,810
Net Increase (Decrease) in Cash 295,047 (4,580) 330,208
------------ ------------ --------------
Cash at Beginning of Period 35,161 43,800 -
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Cash at End of Period $ 330,208 $ 39,220 $ 330,208
============ ============ ==============
NON CASH FLOWS FROM OPERATING ACTIVITIES
Issuance of 6,000,000 common shares
for web site - 2000 $ 25,000
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</Table>
The accompanying notes are an integral part of these financial statements.
OFFICE MANAGERS, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
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1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
September 19, 2000 with authorized common stock of 50,000,000 shares at
$0.001 par value.
The Company was organized for the purpose of acquiring and developing a
web site on the World Wide Web devoted exclusively to office managers for
the purpose of delivering office products and related professional services
over the internet.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
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The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
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The Company has not adopted a policy regarding payment of dividends.
Income Taxes
- ------------
On June 30, 2002, the Company had a net operating loss carry forward of
$156,241. The tax benefit of approximately $46,872 from the loss carry
forward has been fully offset by a valuation reserve because the use of
the future tax benefit is doubtful since the Company has no operations.
The net operating loss will expire in 2023.
Basic Net Income (Loss) Per Share
- ----------------------------------
Basic net income (loss) per share amounts are computed based on the
weighted average number of shares actually outstanding.
Amortization of Web Site
- ------------------------
Costs of the preliminary development of the web site are expensed as
incurred and costs of the application and post- implementation are
capitalized and amortized over the useful life of the fully developed web
site.
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including cash, are
considered by management to be their estimated fair values.
OFFICE MANAGERS, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Concentration of Credit Risk
- ----------------------------
Financial instruments that potentially subject the Company to significant
concentration of credit risk consists of cash. Cash balances are
maintained in accounts that are not federally insured for amounts over
$100,000 but are other wise in financial institutions of high credit
quality.
Estimates and Assumptions
- -------------------------
Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of the assets
and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from the
estimates that were assumed in preparing these financial statements.
Recent Accounting Pronouncements
- --------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
3. ACQUISITION OF WEB SITE
On September 25, 2000 the Company acquired the web site and the domain name
"officemanagers.net", (which was in the preliminary development stage) from
Ambra Resources, Inc.(an affiliate), by the issuance of 6,000,000 common
shares of the Company, for the purpose of pursuing its business interest
as outlined in note 1. The value of the web site was recorded at $25,000,
the acquisition cost to Ambra Resources, Inc., before the sale to the
Company.
Costs of the preliminary development of the web site are expensed as
incurred and costs of the application and post- implementation will be
capitalized and amortized over the useful life of the fully developed web
site.
4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officers-directors and Ambra Resources, Inc. have acquired 51 % of the
common stock issued.
Ambra Resources, Inc. (an affiliate) received 6,000,000 common shares of
the Company in exchange for the web site outlined in note 3 and has made no
interest, demand loans to the Company of $110,923.
OFFICE MANAGERS, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
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5. CAPITAL STOCK
Since its inception the Company has completed private placement offerings
of 23,500,000 common shares for $68,810.
The Company completed the filing of an offering for the sale of 2,000,000
to 6,000,000 units a $.10 per unit. Each unit consists of one share of
common stock, one redeemable A warrant to purchase an additional common
share at $.50 within one year, and one redeemable B warrant to purchase
an additional common share at $1.20 within five years.
On June 30, 2002, 4,032,500 units had been sold for $403,250 with a net of
$320,044, after offering costs, which has been placed in escrow pending the
closing of the offering.
6. CONTINUING LIABILITIES
On May 22, 2001 the Company entered into a service agreement with Media-
Comm Marketing International , Inc. to further develop the web site
acquired by the Company. The agreement will become effective on the
completion of the offering outlined in note 5.
Item 6. Exhibits and Reports on Form 8-K
(B) Exhibits. The following exhibits are included as part of this
report:
Exhibit 99.1 Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this to be signed on its behalf by the
undersigned thereunto duly authorized.
Office Managers, Inc.
August 26, 2002 /s/ John M. Hickey
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John M. Hickey, President
August 26, 2002 /s/ John Ray Rask
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John Ray Rask, Secretary