U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 000-50293
CRV Management Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 98-0393806
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 Harbour Place, POint Moody, British Columbia V3H 4J7
(Address of Principal Executive Offices)
(604) 763-6245
(Issuer's telephone number)
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of August 14, 2003: 2,000,000 shares of common stock
outstanding, $0.0001 par value.
Part I-- FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
Item 3. Control and Procedures
Part II-- OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
Item 1. Financial Information
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BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A 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 only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results from inception
(November 8, 2002) and three months ended June 30, 2003 are not necessarily
indicative of results that may be expected for the year ending December 31,
2003. The financial statements are presented on the accrual basis.
CRV MANAGEMENT INC.
FINANCIAL STATEMENTS
AS OF JUNE 30, 2003
CRV Management Inc.
Financial Statements Table of Contents
FINANCIAL STATEMENTS Page #
Balance Sheet 1
Statement of Operations and Retained Deficit 2
Statement of Stockholders Equity 3
Cash Flow Statement 4
Notes to the Financial Statements 5-7
CRV MANAGEMENT INC.
FINANCIAL STATEMENTS
AS OF JUNE 30, 2003
CRV MANAGEMENT INC.
Financial Statements Table of Contents
FINANCIAL STATEMENTS Page #
Balance Sheet 1
Statement of Operations and Retained Deficit 2
Statement of Stockholders Equity 3
Cash Flow Statement 4
Notes to the Financial Statements 5-7
CRV MANAGEMENT INC.
BALANCE SHEET
As of June 30, 2003 and December 31, 2002
ASSETS
CURRENT ASSETS June 30, 2003 December 31, 2002
Cash $ 0 $ 0
----------- -----------
TOTAL ASSETS $ 0 $ 0
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ 850 $ 500
----------- -----------
TOTAL LIABILITIES 850 500
----------- -----------
STOCKHOLDERS' EQUITY
Common Stock - par value $0.0001;
50,000,000 shares authorized;
2,000,000 issued and outstanding 200 200
Additional paid in capital 0 0
Preferred Stock - Par value $0.0001;
10,000,000 shares authorized;
none issued and outstanding 0 0
Accumulated Deficit (1,050) (700)
----------- ----------
Total stockholders' equity (850) (500)
----------- ----------
TOTAL LIABILITIES AND EQUITY $ 0 $ 0
=========== ===========
The accompanying notes are an integral part of these financial statements.
CRV MANAGEMENT INC.
STATEMENT OF OPERATIONS
For the three months ended June 30, 2003, and
from inception (November 8, 2002) through March 31, 2003
Three Months From Inception
June 30, 2003 To June 30, 2003
REVENUE Sales $ 0 $ 0
Cost of sales 0 0
---------- -----------
GROSS PROFIT 0 0
GENERAL AND ADMINISTRATIVE EXPENSES 350 1,050
---------- -----------
NET LOSS (350) (1,050)
ACCUMULATED DEFICIT, BEGINNING BALANCE (700) 0
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ACCUMULATED DEFICIT, ENDING BALANCE $ (1,050) $ (1,050)
========== ===========
NET EARNINGS PER SHARE
Basic and Diluted net loss per share (Less than .01)
Basic and Diluted Weighted Average
Number of Common Shares Outstanding 2,000,000
The accompanying notes are an integral part of these financial statements.
CRV MANAGEMENT INC.
STATEMENT OF OPERATIONS
For the three months ended June 30, 2003
Three Months
June 30, 2003
REVENUE Sales $ 0
Cost of sales 0
----------
GROSS PROFIT 0
GENERAL AND ADMINISTRATIVE EXPENSES 250
----------
NET LOSS (250)
The accompanying notes are an integral part of these financial statements.
CRV MANAGEMENT INC.
STATEMENT OF STOCKHOLDERS' EQUITY
From inception (November 8, 2002)through June 30, 2003
SHARES COMMON STOCK ACCUMULATED DEFICIT TOTAL
------------- ------------- ----------------- ------------
Common stock issued
for cash 2,000,000 $ 200 $ 0 $ 200
Net loss (700) (700)
------------- ------------- --------------- ------------
Total at December 31, 2002 2,000,000 200 (700) (500)
Net loss (350) (350)
------------- ------------- --------------- ------------
Total at June 30, 2003 2,000,000 200 (1,050) (850)
============= ============= =============== ============
The accompanying notes are an integral part of these financial statements.
STATEMENT OF CASH FLOWS
For the six months ended June 30, 2003, and
from inception (November 8, 2002) through June 30, 2003
CASH FLOWS FROM OPERATING ACTIVITIES June 30, 2003 From Inception
Net income (loss) $ (350) $ (1,050)
Increases (Decrease) in accrued expenses 350 850
---------- ----------
NET CASH PROVIDED OR (USED) IN OPERATIONS (0) (200)
CASH FLOWS FROM INVESTING ACTIVITIES
None 0 0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 0 200
--------- ---------
NET CASH PROVIDED OR (USED) IN FINANCING ACTIVITIES 0 200
CASH RECONCILIATION
Net increase (decrease) in cash 0 0
Beginning cash balance 0 0
--------- ---------
CASH BALANCE $ 0 $ 0
========= =========
The accompanying notes are an integral part of these financial statements.
CRV MANAGEMENT INC.
1. Summary of significant accounting policies:
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Industry - CRV MANAGEMENT INC. (The Company), a Company incorporated in the
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state of Delaware as of November 8, 2002, plans to locate and negotiate with a
business entity for the combination of that target company with The Company. The
combination will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended. No assurances can be given that The Company will be successful
in locating or negotiating with any target company.
The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting ("public") company whose securities are
qualified for trading in the United States secondary market.
Results of Operations and Ongoing Entity - The Company is considered to be an
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ongoing entity. The Company's shareholders fund any shortfalls in The Company's
cash flow on a day to day basis during the time period that The Company is in
the development stage.
Liquidity and Capital Resources - In addition to the stockholder funding capital
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shortfalls; The Company anticipates interested investors that intend to fund the
Company's growth once a business is located.
Cash and Cash Equivalents - The Company considers cash on hand and amounts on
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deposit with financial institutions which have original maturities of three
months or less to be cash and cash equivalents.
Basis of Accounting - The Company's financial statements are prepared in
- -------------------
accordance with generally accepted accounting principles.
Income Taxes - The Company utilizes the asset and liability method to measure
- ------------
and record deferred income tax assets and liabilities. Deferred tax assets and
liabilities reflect the future income tax effects of temporary differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and are measured using enacted tax
rates that apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Deferred tax assets are
reduced by a valuation allowance when in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. At this time, The Company has set up an allowance for deferred taxes
as there is no company history to indicate the usage of deferred tax assets and
liabilities.
Fair Value of Financial Instruments - The Company's financial instruments may
- -----------------------------------
include cash and cash equivalents, short-term investments, accounts receivable,
accounts payable and liabilities to banks and shareholders. The carrying amount
of long-term debt to banks approximates fair value based on interest rates that
are currently available to The Company for issuance of debt with similar terms
and remaining maturities. The carrying amounts of other financial instruments
approximate their fair value because of short-term maturities.
Concentrations of Credit Risk - Financial instruments which potentially expose
- -----------------------------
The Company to concentrations of credit risk consist principally of operating
demand deposit accounts. The Company's policy is to place its operating demand
deposit accounts with high credit quality financial institutions. At this time
The Company has no deposits that are at risk.
2. Related Party Transactions and Going Concern:
--------------------------------------------
The Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. At
this time The Company has not identified the business that it wishes to engage
in.
The Company's shareholders fund The Company's activities while The Company takes
steps to locate and negotiate with a business entity for combination; however,
there can be no assurance these activities will be successful.
3. Accounts Receivable and Customer Deposits:
-----------------------------------------
Accounts receivable and Customer deposits do not exist at this time and
therefore have no allowances accounted for or disclosures made.
4. Use of Estimates:
----------------
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenue
and expenses. Management has no reason to make estimates at this time.
5. Revenue and Cost Recognition:
----------------------------
The Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
6. Accrued Expenses:
----------------
Accrued expenses consist of accrued legal, accounting and office costs during
this stage of the business.
7. Operating Lease Agreements:
--------------------------
The Company has no agreements at this time.
8. Stockholders' Equity:
--------------------
Common Stock includes 50,000,000 shares authorized at a par value of $0.0001, of
which 2,000,000 have been issued for the amount of $200. The Company has also
authorized 10,000,000 shares of preferred stock at a par value of $0.0001, none
of which have been issued.
9. Required Cash Flow Disclosure for Interest and Taxes Paid:
---------------------------------------------------------
The company has paid no cash amounts for federal income taxes and interest.
10. Earnings Per Share:
------------------
Basic earnings per share ("EPS") is computed by dividing earnings available to
common shareholders by the weighted-average number of common shares outstanding
for the period as required by the Financial Accounting Standards Board (FASB)
under Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations
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Plan of Operation
- -----------------
The Registrant is continuing its efforts to locate a merger Candidate for the
purpose of a merger. It is possible that the registrant will be successful in
locating such a merger candidate and closing such merger. However, if the
registrant cannot effect a non-cash acquisition, the registrant may have to
raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would obtain any such equity
funding.
Results of Operation
- --------------------
The Company did not have any operating income from inception (November 8, 2002)
through June 30, 2003. From inception, the registrant recognized a net loss of
$1,050. Some general and administrative expenses during the year were accrued.
Expenses for the year were comprised of costs mainly associated with legal,
accounting and office.
Liquidity and Capital Resources
- -------------------------------
The Company had no capital resources and will rely upon the issuance of common
stock and additional capital contributions from shareholders to fund
administrative expenses pending acquisition of an operating company.
Item 3. Controls and Procedures
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(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.
(b) Changes in internal controls.
Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.
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 a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports of Form 8-K.
(a) Exhibits
99.1 Certification
(b) Reports of Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CRV MANAGEMENT, INC.
Date: August 14, 2003 /s/ Kent MacKay
--------------------------------
Kent MacKay
President, Secretary and Director
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CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
I, Kent MacKay, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CRV MANAGEMENT INC.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the a registrant is made known to me
by others within those entities, particularly during the period in
which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report my conclusions about effectiveness
of the disclosure controls and procedures based on my evaluation as of
the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weakness in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: August 14, 2003
/s/ Kent MacKay
--------------------------
Kent MacKay
Principal Executive Officer and
Principal Financial Officer