Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2000
33-02035-A
------------------------
(Commission File Number)
RAM VENTURE HOLDINGS CORP.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Florida 59-2508470
- ------------------------------- --------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) (Identification No.)
3040 East Commercial Boulevard
Fort Lauderdale, Florida 33308
----------------------------------------
(Address of Principal Executive Offices)
(954) 772-2297
-------------------------------
(Registrant's Telephone Number)
Corrections Services, Inc.
----------------------------------------------------
(Former Name, Former Address and former Fiscal Year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act
None None
- --------------------- ----------------------
(Title of Each Class) (Name of Each Exchange
on which Registered)
Securities registered pursuant to Section 12(g) of the Act
None None
- --------------------- ----------------------
(Title of Each Class) (Name of Each Exchange
on which Registered)
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.
YES [X] NO [ ]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of March 21, 2001, was approximately $2,100,000
15,000,000 shares of Common Stock, $.0001 par value, were issued and
outstanding at March 21, 2001.
RAM VENTURE HOLDINGS CORP.
TABLE OF CONTENTS
Page
----
PART I
- ------
Item 1.
Business.................................................. 3
Item 2.
Properties................................................ 5
Item 3. Legal Proceedings......................................... 5
Item 4. Submission of Matters to a Vote of Security Holders....... 5
PART II
- -------
Item 5. Market for Company's Common Equity And
Related Stockholder Matters............................... 6
Item 6. Selected Financial Data................................... 7
Item 7. Management's Discussion and Analysis or
Plan of Operations......................................... 7
Item 8. Financial Statements and Supplementary Data................ 8
Item 9. Change in and Disagreements with Accountants
on Accounting and Financial Disclosure..................... 8
PART III
- --------
Item 10. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a)
of the Exchange Act........................................ 9
Item 11. Executive Compensation..................................... 10
Item 12. Security Ownership of Certain Beneficial Owners
and Management............................................. 11
Item 13. Certain Relationships and Related Transactions............. 11
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K........................................ 12
SIGNATURES
2
PART I
------
ITEM 1. BUSINESS
Background
- ----------
RAM Venture Holdings Corp. f/k/a Corrections Services, Inc. (the
"Company") was incorporated in the State of Florida in 1984. The Company
was organized for the purpose of developing and marketing a house arrest
program to relieve the need for incarceration in a jail or similar
facility. The Company was commercially active in that area until mid-
1998.
Since August 31, 1998 the Registrant has had no commercial
operations, intending to conserve its assets while seeking one or more
opportunities for merger, acquisition or suitable commercial enterprise.
On July 7, 2000, the Company changed its name to RAM Venture
Holdings Corp.
Truck Farm, Inc.
- ----------------
On March 3, 2000, the Registrant entered into a Letter of Intent to
acquire all of the assets and operations of Truck Farm, Inc., a closely-
held South Carolina corporation with principal offices in Georgetown,
South Carolina. Pursuant to the terms of the Letter of Intent, during
the course of mutual due diligence by the Registrant and by Truck Farm,
Inc., the Registrant was to determine to acquire either all of the issued
and outstanding capital stock of Truck Farm, Inc. or all of its assets
in a transaction in which the business operations of Truck Farm, Inc.
would become the business operations of the Registrant upon completion
of the acquisition transaction. It was contemplated by both companies
that the Registrant's Board of Directors was to be comprised in whole or
in majority part of the Directors of Truck Farm, Inc. and that the
Registrant would change its name to reflect its new commercial
operations.
The intended acquisition transaction contemplated an exchange of
Truck Farm common stock or assets in exchange for restricted Common Stock
of Corrections Services, Inc. upon terms and conditions to be determined
following the completion of both companies' due diligence, a process
which was anticipated to take approximately ninety days from the date of
the Letter of Intent.
During the pre-contract period however, TruckFarm, Inc. withdrew
from the Letter of Intent and informed the Registrant that it wished to
and was cancelling the proposed acquisition for its own reasons. The
Registrant was accordingly, in the circumstances, precluded from entering
into a definitive agreement and the proposed transaction was terminated
prior to contract.
Recent Developments
- -------------------
Issuance of Additional Common Stock
- -----------------------------------
At year end 1999, the Company's Board of Directors authorized the
issuance of 2,413,167 shares of previously unissued restricted common
stock, and 1,309,925 shares of its restricted treasury stock in exchange
for cash in the amount of $68,192 and notes totaling $43,500, or $.03 per
share, to longstanding affiliates. The shares were issued on April 3,
2000, fully paid and non-assessable. The notes bear interest at the rate
of eight percent (8%) per annum. The result of this transaction is an
increase in shareholders equity of $111,692 with a corresponding increase
in current assets. Total shares of the Company's common stock issued and
3
outstanding after giving effect to the above transaction was 10,000,000
shares.
RAM Capital Management
- ----------------------
The Company has been seeking an acceptable opportunity for an
acquisition or merger or other form of combination which could render the
Company once again an enterprise with operating or potentially operating
activities. Its efforts in that regard have been unsuccessful. With the
collapse of the proposed Truck Farm acquisition, the Company determined
to seek to recruit substantial assistance coupled with an ownership
interest to revitalize its efforts with hopefully a greater prospect for
success.
On June 6, 2000, the Company reached agreement with RAM Capital
Management and its principal, Mr. Steven Oshinsky, to render significant
management consultation to the Company, to acquire a substantial
ownership interest in the Company's Common Stock and to potentially
assume a vacant seat on the Company's Board of Directors. RAM Capital
Management purchased 5,000,000 shares of the Company's authorized but
previously unissued Common Stock for the sum of Three Hundred Thousand
($300,000) Dollars or $.06 per share and agreed to immediate engagement
as the Company's management consultant. RAM Capital Management informed
the Company that it is a privately-held venture capital and advisory firm
focused on undervalued growth companies in providing private financing,
sales and marketing assistance and formation of strategic alliances. Its
operations are, for the most part, carried out by Mr. Oshinsky as the
firm's General Manager.
With issuance of the stock purchased in the transaction, the Company
has 15,000,000 shares of its Common Stock issued and outstanding. The
result of this transaction is an increase in the shareholders' equity of
$300,000 with a corresponding increase in its current assets.
On October 15, 2000, the Company's Board of Directors resolved to
appoint Mr. Oshinsky President and Chief Executive Officer to replace Mr.
Norman H. Becker who was to assume the position of Vice President and
Chief Financial Officer. Mr. Oshinsky is also the principal of RAM
Capital Management, Inc., the recordholder of 5,000,000 shares of the
Company's Common Stock, or 33% of its issued and outstanding capital
stock.
Following subsequent discussion with Mr. Oshinsky however, it was
mutually agreed that rather than assume an officer position with the
Company, Mr. Oshinsky, by and through RAM Capital Management, would
intensify his consulting efforts on the Company's behalf.
In the process of recruiting RAM Capital Management and its
principal Steven Oshinsky, coupled with the significant ownership
interest reported to RAM Capital Management, the Company made a major
commitment to reversing its on-going inability to locate, identify and
conclude one or more acquisitions or a suitable merger or the like.
On July 14, 2000, by amendment to its Articles of Incorporation, the
Company changes its name to RAM Venture Holdings Corp. and confirmed the
prior increase in its authorized capital stock to 25,000,000 shares of
Common Stock, par value $.0001. Following change of the Company's name,
the Company's trading symbol was also changed to "RAMV".
Employees
- ---------
Mr. Norman H. Becker and Mr. Frank R. Bauer, are officers of the
Company each of whom currently devotes approximately ten (10%) percent
of their time to its activities. Ms. Diane Martini, an officer of the
Company, currently devotes approximately eighty (80%) percent of her time
to its activities. The Company has no other full-time employees See
Part III., Item 10, Directors and Executive Officers of the Registrant.
4
ITEM 2. PROPERTIES
The Company occupies its principal office space on a month-to-month
basis at a rental and administrative charge of $2,600 per month ($31,200
per annum).
ITEM 3. LEGAL PROCEEDINGS
The Company is not now a party to any litigation or, to its
knowledge, threatened litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Company's security holders
during the fourth quarter of fiscal 2000, through solicitation of proxies
or otherwise.
5
PART II
-------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The following table sets forth the range of bid and asked prices for
the Company's Common Stock on the Over-The-Counter Market for the period
indicated, as reported by the National Quotation Bureau, Inc. The Common
Stock is traded on the electronic bulletin board under the symbol CRSE.
The figures shown represent inter-dealer quotations without retail mark-
up, mark-down or commission and may not necessarily represent actual
transactions.
COMMON STOCK
------------
Period Bid Price Asked Price
- ------ ------------ --------------
High Low High Low
---- --- ---- ---
First Quarter, 1999 $0.35 $0.25 $0.40 $0.30
Second Quarter, 1999 $0.40 $0.30 $0.45 $0.32
Third Quarter, 1999 $0.48 $0.37 $0.52 $0.44
Fourth Quarter, 1999 $0.50 $0.35 $0.55 $0.45
First Quarter, 2000 $0.38 $0.33 $0.78 $0.65
Second Quarter, 2000 $0.375 $0.50 $0.65 $0.50
Third Quarter, 2000 $0.40 $0.52 $0.75 $0.60
Fourth Quarter, 2000 $0.375 $0.50 $0.87 $0.50
January 1, through
March 21,2001 $0.35 $0.38 $0.78 $0.60
(b) Holders. As of March 21, 2001, the approximate number of
recordholders of Common Stock of the Registrant was 986.
The Company is unable to determine the actual number of beneficial
holders of its Common Stock at March 21, 2001 due to Common Stock held
for stockholders "in street name", but estimates the current total to be
approximately 1242.
(c) Dividends. Registrant has paid no dividends since inception and
does not now anticipate paying cash dividends in the foreseeable future.
See Item 7.(a) Financial Condition.
6
ITEM 6. SELECTED FINANCIAL DATA
Summary of Statement of Operations:
- ----------------------------------
As of As of As of As of As of
12/31/00 12/31/99 12/31/98 12/31/97 12/31/96
---------- ---------- ---------- ---------- ----------
Revenue $ 182,280 ($ 23,657) $ 37,838 $ 960 $ 93,404
Oper. Exp. $ 128,840 $ 333,775 $ 253,611 $ 314,452 $ 290,426
Net Income (Loss) $ 53,440 ($ 357,432) ($ 152,362)($ 137,759) $ 113,003
Weighted No. of
shs. outstanding 12,528,895 7,563,050 6,804,336 5,936,893 5,126,900
Net Income (Loss)
per sh. Common
Stk. outstanding - ($ .05) ($ .02)($ .02) $ .02
(See Note A-Notes
to Fin. Stmts.)
Summary Balance Sheet Information
- ---------------------------------
As of As of As of As of As of
12/31/00 12/31/99 12/31/98 12/31/97 12/31/96
---------- ---------- ---------- ---------- ----------
Total Assets $1,133,210 $ 666,273 $ 945,319 $1,758,638 $1,205,096
Total Current $ 3,195 $ 1,390 $ 2,035 $ 92,298 $ 135,090
Liabilities
Tot. Current Assets $1,131,609 $ 664,602 $ 943,446 $1,684,941 $1,199,917
Stkholders' Equity $1,130,015 $ 664,883 $ 943,284 $1,666,340 $1,070,006
Cash Dividends $ -0- $ -0- $ -0- $ -0- $ -0-
- ------------------------------
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
(a) Financial Condition. As of December 31, 2000 the Company had
current assets of $1,131,609 compared to $664,602 at December 31, 1999,
total assets of $1,133,210 compared to $666,273 at December 31, 1999 and
shareholders equity of $1,130,015 as compared to $664,883 at December 31,
1999. The increase in current assets, total assets and shareholders'
equity was primarily the result of the operating profits incurred during
the year ended December 31, 2000, and the sale of 5,000,000 shares of the
Company's previously authorized and unissued common stock for $300,000.
Liquidity. The Company had a net increase in cash and cash
equivalents for the year ended December 31, 2000 of $339,422, and cash
and cash equivalents at the end of the year of $361,481 as compared to
a decrease in cash and cash equivalents of $51,534, and cash and cash
equivalents of $22,059 for the year ended December 31, 1999. See Part
II, Item 8., Financial Statements and
Supplementary Data.
The Company continues to have no fixed executory obligations.
Capital Resources. The Company has no present material commitments
for additional capital expenditures. The Company has no outstanding
credit lines or commitments in place and no immediate need for additional
7
financial credit. There can be no assurance that it will be able to
secure additional credit borrowing, if needed.
Results of Operations. The Company's revenues for the fiscal period
ended December 31, 2000, were derived from investment activities.
The Company's revenues increased $205,937 to $182,280 for the fiscal
year ended December 31, 2000, as compared to ($23,657) for the same
period of 1999. The principal reason for increased revenue was increases
in the gain on marketable securities and interest and dividend income.
Operating expenses decreased $204,935 to $128,840 as compared to
$333,775 for the same period last year, principally due to the reduction
in bad debt expense. The Company realized a net gain of $53,440 for the
fiscal year ended December 31, 2000, as compared to a net loss of
($357,432) for the same period last year. The increase in net income was
primarily due to an increase in realized and unrealized gain on
marketable securities, and the reduction in operating expenses.
The Company knows of no unusual or infrequent events or
transactions, nor significant economic changes that have materially
affected the amount of its reported income from continuing operations for
the year ended December 31, 2000.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See financial statements and supplementary data attached as Exhibit
1.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
8
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a)(b) Identification of Directors and Executive Officers
--------------------------------------------------
Name Age Offices Held
---- --- ------------
Norman H. Becker 63 President/Director
Frank Bauer 56 Vice President/Director
Diane Martini 53 Secretary/Treasurer/Director
(1)(e) Business Experience.
-------------------
Norman H. Becker has been a director of the Company since July 1,
1987. On January 15, 1993, Mr. Becker was appointed the Company's
President. Since January, 1985, Mr. Becker has also been self-employed
in the practice of public accounting in Hollywood, Florida. Mr. Becker
is a graduate of City College of New York (Bernard Baruch School of
Business) and is a member of a number of professional accounting
associations including the American Institute of Certified Public
Accountants, the Florida Institute of Certified Public Accountants and
the Dade Chapter of Florida Institute of Certified Public Accountants.
Frank R. Bauer has been an Officer and a director of the Company
since February 15, 1988 and its Vice President since January 4, 1993
through September, 1996. Mr. Bauer was also President and Chief
Executive Officer of Specialty Device Installers, Inc., a privately held
Florida corporation engaged in outside plant utility and construction
contracting. In September of 1996 Specialty Device Installers, Inc. was
acquired by Guardian International, Inc. Mr. Bauer is presently a
manager at Guardian International, Inc. Mr. Bauer holds the Bachelor of
Business Administration Degree from Stetson University in Deland,
Florida.
Diane Martini has been Secretary/Treasurer and a director of the
Company since January 12, 1993. Ms. Martini is also President and Chief
Executive Officer of Financial Communications, Inc., a privately held
Florida public relations and business consulting firm. Ms. Martini is
married to the Company's principal shareholder, Ronald A. Martini. See
Part IV., Item 12.
ITEM 11. EXECUTIVE COMPENSATION
Compensation
- ------------
Messrs. Norman H. Becker and Frank Bauer devote approximately 10%
of their time, respectively, to the Company's affairs. Ms. Diane Martini
currently devotes approximately 80% of her time to the Company's affairs.
There are no employment agreements in effect or presently contemplated.
The total compensation received by all Executive Officers of the Company
during the year ended December 31, 2000 was received entirely by Diane
Martini and amounted to $2,200.
9
- -----------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
--------------------------------- ------------------------------
Awards Payouts
---------------------------
Name and Other Restricted All
Principal Annual Stock Options/LTIP Other
Position Year Salary Bonus(2) Compensation Awards SARS Payouts Compensation
- -----------------------------------------------------------------------------------------------------------
Norman H. Becker 1999 $ -0- -- -- -- -- -- --
President (1) 2000 $ -0- -- -- -- -- -- --
(since 1/15/93)
Frank Bauer 1999 $ -0- -- -- -- -- -- --
Vice-President 2000 $ -0- -- -- -- -- -- --
President
Diane Martini 1999 $ -0- -- -- -- -- -- $ 12,750
Secretary/ 2000 $2,200 -- -- -- -- -- --
Treasurer
(since 01/12/93)
All Executive 1999 $ -0- -- -- -- -- -- $ 12,750
Officers & Former 2000 $ 2,200 -- -- -- -- -- --
Executive Officers
as a Group (3)
Persons (1)
- -----------------------------------------------------------------------------------------------------------
(1) Mr. Becker received a total of $17,296 in accounting fees from the
Company during 2000.
10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(b) Security of Ownership of Management
-----------------------------------
Name of Amount and Nature Percent
Title of Beneficial of Beneficial of
Class Owner Ownership Class(1)
- -------- ---------- ----------------- --------
Common Stock Diane Martini (2) 425,000 Shares 2.8%
Common Stock Norman H. Becker 419,399 Shares 2.8%
Common Stock Frank R. Bauer 645,421 Shares 4.3%
Common Stock RAM Capital Management 5,000,000 Shares 33.3%
Common Stock Ronald A. Martini (2) 425,000 Shares 2.8%
Common Stock Robert B. Yeakle 1,145,000 Shares 7.6%
Common Stock Corp. Invest. Assoc.(2) 970,000 Shares 6.5%
Common Stock All Officers and
Directors as a Group
(3 persons) 1,489,820 Shares 9.9%
- -----------------------------------------------------------------------
(1) Based upon 15,000,000 shares outstanding at March 21, 2001.
(2) While Ronald A. Martini disclaims beneficial ownership of the shares
of Common Stock owned by Diane Martini and Corporate Investment
Associates, they may be deemed controlled by him. When aggregated,
Mr. Martini may be deemed in control of 1,820,000 shares of the
Company's Common Stock, or 12.1% of the Class.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Management and Others
- ---------------------------------------
The Company paid a total of $41,800 to various affiliates of the
Company's shareholder, Ronald A. Martini, in the nature of consulting
fees, rentals and office and administrative services. See "Financial
Statements - Notes to Consolidated Financial Statements, Note G".
In addition, the Company sold 3,723,092 shares of its common stock
to certain officers, directors and related parties and entities for a
total of $111,692. See "Financial Statements - Notes to Consolidated
Financial Statements, Note I".
Certain Business Relationships
- ------------------------------
During the year ended December 31, 2000, the Company paid its
President and director, Norman H. Becker, accounting fees totalling
$17,296.
11
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS
ON FORM 8-K
1. Financial Statements:
Report of Independent Certified Public Accountant.
Consolidated Balance Sheet - December 31, 2000 and December
31, 1999.
Consolidated Statement of Operations - Three Years Ended
December 31, 2000.
Consolidated Statement of Shareholders' Equity - Three Years
Ended December 31, 2000.
Consolidated Statement of Cash Flows - Three Years Ended
December 31, 2000.
Notes to Consolidated Financial Statements.
2. Schedules:
All other financial statements not listed have been omitted
since the required information is included in the financial
statements or the notes thereto, or is not applicable or
required.
Exhibits:
Articles of Incorporation and By-Laws:
Articles of Incorporation and By-Laws incorporated by
reference to the filing of the original registration statement
on Form S-18.
Instruments defining the rights of security holders, including
indentures:
Not applicable.
Voting Trust Agreement:
Not applicable.
Material Contracts:
Not applicable.
Statement Re: Computation of per share income (loss):
See Note "A"., Notes to Consolidated Financial Statements and
Statement of Operations Three Years Ended December 31, 2000.
Statements RE: Computation of Ratios:
Not applicable.
12
Annual Report to Security Holders, Form 10-Q or quarterly
report to security holders:
Not applicable.
Letter re: Change in accounting principles:
Not applicable.
Previously unfiled documents:
Not applicable.
Other Documents or Statements to Security Holders:
Not applicable.
Subsidiaries of the Registrant:
Corrections Services International, Inc.
Published report regarding matters submitted to vote of
Security Holders:
Not applicable.
Consents of experts and counsel:
Not applicable.
Power of Attorney:
Not applicable.
Additional Exhibits:
There were no current reports on Form 8-K filed by the
Registrant during the fourth quarter of 2000.
On March 3, 2000, the Registrant filed a Current Report on
Form 8-K dated February 15, 2000 and reporting the
Registrant's change of certifying auditors.
On March 9, 2000, the Registrant filed a Current Report on
Form 8-K dated March 3, 2000, reporting that the Registrant
had entered into a Letter of Intent to acquire all of the
assets and operations of Truck Farm, Inc., a closely-held
South Carolina corporation. See Part I., Item 1. Business,
Truck Farm, Inc.
On April 26, 2000, the Registrant filed a Current Report on
Form 8-K dated April 24, 2000 reporting the withdrawal of
Truck Farm, Inc. from the March 3, 2000 acquisition Letter of
Intent.
On June 7, 2000, the Registrant filed a Current Report on Form
8-K dated June 6, 2000, reporting changes in control of the
Registrant.
13
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort
Lauderdale, State of Florida, on the 27th day of March, 2001.
CORRECTIONS SERVICES, INC.
BY: /s/Norman H. Becker
--------------------------------
Norman H. Becker, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
(i) Principal Executive Officer President March 27, 2001
/s/Norman H. Becker
---------------------------
Norman H. Becker
(ii) Principal Financial and Secretary March 27, 2001
Accounting Officer
/s/Diane Martini
--------------------------
Diane Martini
(iii)A Majority of the Board of
Directors
/s/Frank Bauer
-------------------------- Director March 27, 2001
Frank Bauer
/s/Norman H. Becker Director March 27, 2001
--------------------------
Norman H. Becker
14