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 September 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
WESTERN HEMISPHERE INVESTMENTS CORPORATION
(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.)
P.O. BOX 1004
SPRING BRANCH, TX 70870
(Address of Principal Executive Offices)
210-669-3757
(Issuer's telephone number)
CRV MANAGEMENT INC.
1 Harbour Place, Point Moody, British Columbia V3H 4J7
(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 the latest practicable date: 2,000,000 shares as of October 21,
2003.
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 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
ITEM 1. FINANCIAL STATEMENTS
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The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with the accounting
principles generally accepted in the United States have been omitted. However,
in the opinion of management, all adjustments (which include only normal
recurring accruals) necessary to present fairly the financial position and
results of operations for the period presented have been made. The results for
interim periods are not necessarily indicative of trends or of results to be
expected for the full year. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10-SB filed with the Commission on May 23, 2003.
CRV MANAGEMENT INC.
FINANCIAL STATEMENTS
AS OF SEPTEMBER 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 September 30, 2003 and December 31, 2002
ASSETS
CURRENT ASSETS September 30, 2003 December 31, 2002
Cash $ 0 $ 0
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TOTAL ASSETS $ 0 $ 0
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ 1,100 $ 500
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TOTAL LIABILITIES 1,100 500
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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 (1,300) (700)
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Total stockholders' equity (1,100) (500)
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TOTAL LIABILITIES AND EQUITY $ 0 $ 0
The accompanying notes are an integral part of these financial statements.
1
CRV MANAGEMENT INC.
STATEMENT OF OPERATIONS
For the nine months ended September 30, 2003,
and from inception (November 8, 2002) through September 30, 2003
Nine Months From Inception
Sep. 30, 2003 To Sep. 30, 2003
REVENUE Sales $ 0 $ 0
Cost of sales 0 0
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GROSS PROFIT 0 0
GENERAL AND ADMINISTRATIVE EXPENSES 600 1,300
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NET LOSS (600) (1,300)
ACCUMULATED DEFICIT, BEGINNING BALANCE (700) 0
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ACCUMULATED DEFICIT, ENDING BALANCE $ (1,300) $ (1,300)
=========== ===========
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 September 30, 2003
Three Months
September 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.
2
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 (600) (600)
------------- ------------- --------------- ------------
Total at June 30, 2003 2,000,000 200 (1,300) (1,100)
============= ============= =============== ============
The accompanying notes are an integral part of these financial statements.
3
CRV MANAGEMENT INC.
STATEMENT OF CASH FLOWS
For the nine months ended September 31, 2003, and
from inception (November 8, 2002) through September 30, 2003
CASH FLOWS FROM OPERATING ACTIVITIES Sep. 31, 2003 From Inception
Net income (loss) $ (600) $(1,300)
Increases (Decrease) in accrued expenses 600 1,100
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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.
4
CRV MANAGEMENT INC.
NOTES TO FINANCIAL STATEMENTS
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
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accordance with generally accepted accounting principles.
Income Taxes - The Company utilizes the asset and liability method to measure
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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
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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:
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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
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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
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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
$1,300. 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
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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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The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded within the time periods specified in the Sec's rules and
forms, and that such information is accumulated and communicated to the
Company's management, including its Chief Executive officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure
based closely on the definition of "disclosure controls and procedures" in Rule
13a-14(c). In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.
The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive officer and the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of September 30, 2003. Based on the foregoing, the Company's
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective.
There have been no significant changes in the Company's internal controls or
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.
- -----------------------------------------------------------
On October 22, 2003, the holders of 2,000,000 shares of the Registrant's
outstanding common stock consented to the change of name of the Company to
Western Hemisphere Investments Corporation.
ITEM 5. OTHER INFORMATION.
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On August 25, 2003 there was a change of control of registrant. Gary Ted Ballard
acquired 2,000,000 shares of registrant's outstanding common stock from
registrant's existing shareholders, representing 100% of registrant's
outstanding common stock from personal funds. Mr. Ballard was elected as
President and director and Kent MacKay, previously President and director,
resigned.
On October 22, 2003, registrant amended its Articles of Incorporation to change
the name to Western Hemisphere Investments Corporation.
Item 6. Exhibits and Reports of Form 8-K.
(a) Exhibits
3.1 Certification of Amendment to Certificate of Incorporation
31.1 Certification of CEO pursuant to Section 302 of
Sarbanes Oxley Act of 2002.
31.2 Certification of CFO pursuant to Section 302 of
Sarbanes Oxley Act of 2002.
32.1 Certification of CEO pursuant to Section 906 of
Sarbanes Oxley Act of 2002.
32.1 Certification of CFO pursuant to Section 906 of
Sarbanes Oxley Act of 2002.
(b) Reports of Form 8-K
No reports on Form 8-K were filed during the quarter ended
September 30, 2003.
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.
WESTERN HEMISPHERE INVESTMENTS CORPORATION
Date: November 14, 2003 /s/ Gary Ted Ballard
--------------------------------
Gary Ted Ballard
Chief Executive Officer and
Chief Financial Officer