SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2003
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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 Number)
3040 East Commercial Boulevard, Ft. Lauderdale, FL. 33308
(Address of Principal Executive Offices)
(954) 772-2297
(Registrant's Telephone Number)
(Former Name, Former Address and former Fiscal Year,
if changed since last report)
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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. YES [ ] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the Issuer's classes
of common stock, as of the latest practicable date.
15,333,900 SHARES OF COMMON STOCK, OF $.0001 PAR VALUE WERE ISSUED AT
MARCH 31, 2003. OF THAT TOTAL, 15,308,900 SHARES ARE OUTSTANDING. THE
COMPANY HAS 25,000 SHARES IN TREASURY.
RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 2003 (Unaudited) and
December 31, 2002 (Audited).
Consolidated Statement of Operations - Three months ended
March 31, 2003 and 2002 (Unaudited).
Consolidated Statement of Cash Flows - Three months ended
March 31, 2003 and 2002 (Unaudited).
Notes to Consolidated Financial Statements.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
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 Securityholders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
PART I - FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
------
March 31, December 31,
2003 2002
(Unaudited)
---------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ 47,443 $ 142,443
Marketable securities 530,991 494,476
Dividends receivable 4,187 1,358
Accrued interest receivable, net of
$8,393 allowance in 2003 and 2002 4,800 3,040
Other 475 1,001
---------- ----------
TOTAL CURRENT ASSETS 587,896 642,318
PROPERTY AND EQUIPMENT, net of
accumulated depreciation of $14,653
in 2003 and $14,421 in 2002 2,037 1,069
OTHER ASSETS:
Security deposits 1,000 1,000
Accounts receivable - related party 12,500 12,500
Securities available for sale 138,600 157,500
Notes receivable - related party, net
of $175,000 allowance in 2003 and 2002 83,000 33,000
---------- ----------
TOTAL ASSETS $ 825,033 $ 847,387
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
TOTAL CURRENT LIABILITIES $ - $ -
---------- ----------
STOCKHOLDERS' EQUITY
Common stock $.0001 par value;
25,000,000 shares authorized in
2003 and 2002; 15,333,500 shares
Issued in 2003 and 2002
and 15,308,500 shares outstanding
in 2003 and 2002 1,533 1,533
Additional paid-in capital 2,646,829 2,646,829
Accumulated deficit (1,722,341) (1,718,887)
Accumulated other comprehensive
income (loss) (77,010) (58,110)
---------- ----------
849,011 871,365
Less treasury stock, 25,000 shares
at cost (23,978) (23,978)
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 825,033 $ 847,387
========== ==========
See accompanying notes to consolidated financial statements.
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
2003 2002
----------- -----------
(Unaudited) (Unaudited)
REVENUES:
Dividends and interest $ 14,345 $ 14,325
Realized and unrealized gain
(loss) on marketable securities 7,225 (2,533)
----------- -----------
21,570 11,792
OPERATING EXPENSES:
General and administrative 25,024 40,055
----------- -----------
NET INCOME (LOSS) $ (3,454) $ (28,263)
=========== ===========
BASIC AND DILUTED NET INCOME
(LOSS) PER COMMON SHARE $ (.00) $ (.00)
=========== ===========
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING 15,308,500 13,663,889
=========== ===========
See accompanying notes to consolidated financial statements
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31, March 31,
2003 2002
----------- -----------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (3,454) $ (28,263)
---------- ----------
Adjustments to reconcile net income
(loss) to net cash (used in)
provided by operating activities:
Depreciation 232 172
(Gain) loss on sale of marketable
securities 8,467 43,356
Reclassification of note receivable - 1,500
Allowance for market decline
of securities (15,692) (40,823)
Changes in operating assets
and liabilities:
(Increase) decrease in dividends
receivable (2,829) 593
Increase in accrued interest receivable (1,760) (5,682)
Decrease in other assets 526 3,661
Increase in accounts payable
and accrued expenses - 8,339
Purchase of marketable securities (30,765) (258,830)
Proceeds from sale of marketable
securities 1,475 97,099
---------- -----------
Total adjustments (40,346) (150,615)
---------- -----------
Net cash provided by (used in)
operating activities (43,800) (178,878)
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Advances on notes receivable - affiliate (50,000) (5,618)
Principal collections of notes
receivable - affiliate - 114,000
Purchase of equipment (1,200) -
---------- -----------
Net cash provided by (used in)
investing activities (51,200) 108,382
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - 200,000
Repayment of borrowing - (134,664)
---------- -----------
Net cash provided by (used in)
financing activities - 65,336
---------- -----------
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31, March 31,
2003 2002
----------- -----------
(Unaudited) (Unaudited)
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ (95,000) $ (5,160)
CASH AND CASH EQUIVALENTS -
Beginning of period 142,443 89,254
---------- -----------
End of period $ 47,443 $ 84,094
========== ===========
See accompanying notes to consolidated financial statements.
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
---------------------
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Regulation S-X of the Securities
and Exchange Commission. Accordingly, they do not include all
of the information and footnotes required by generally
accepted accounting principles for complete financial
statements and should be read in conjunction with Notes to
Financial Statements contained in the Company's Annual Report
on Form 10-K for the year ended December 31, 2002. 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 March 31, 2003 are not necessarily
indicative of the results that may be expected for the year
ended December 31, 2003.
The accompanying financial statements include accounts of the
Company and its wholly-owned subsidiary, Corrections Systems
International, Inc. All significant intercompany accounts and
transactions have been eliminated in consolidation.
The preparation of financial statements in accordance with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.
NOTE 2 - NOTES RECEIVABLE - RELATED PARTY
--------------------------------
On January 31, 2003, the Registrant entered into a note
payable with Proguard Protection Services, Inc. in the amount
of $50,000 Interest is payable quarterly beginning June 30,
2003 and the principal due January 31, 2005. The note is
convertible into 150,000 shares of common stock of Proguard
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)
Protection Services, Inc. at any time prior to January 31,
2005 at the option of RAM Venture Holdings Corporation only.
The principal stockholder of Proguard Protection Services,
Inc. is a vice president of the Company.
NOTE 3 - SECURITIES AVAILABLE FOR SALE
-----------------------------
Included in this caption is 630,000 shares of Creative Beauty
Supply, Inc.
On January 15, 2002, the Company secured and exercised an
option to purchase 130,000 shares of the restricted Common
Stock of Creative Beauty Supply, Inc., a publicly held New
Jersey corporation with principal offices in Totowa, New
Jersey. Through exercise of its Warrant, the Registrant
acquired 130,000 shares of Creative Beauty Supply, Inc.
("CVBS") at $.12 or $15,600 in cash.
The Company's Warrant was acquired during earlier discussions
with CVBS in contemplation of an exchange of stock so that the
Registrant and Creative Beauty Supply, Inc. might obtain a
significant position in each other's common stock.
On January 30, 2002, following completion of the exchange of
stock discussions, the Registrant and Creative Beauty Supply,
Inc. entered into an agreement for an exchange of stock
pursuant to which the Registrant acquired 500,000 shares of
the authorized but previously unissued Common Stock of
Creative Beauty Supply, Inc. in exchange for issuance and
conveyance of 2,000,000 shares of the Registrant's authorized
but previously unissued Common Stock. Upon completion of the
exchange of stock, CVBS had acquired 11.8% of the Company's
issued and outstanding Common Stock. For its part, when its
CVBS stock acquired through exercise of the option is
aggregated with the 500,000 shares acquired under the exchange
of stock agreement, the Company, post-closing, had acquired an
18.2% ownership interest in Creative Beauty Supply, Inc.
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ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
-----------------------------------------------------------
The analysis of the Company's financial condition, liquidity,
capital resources and results of operations should be viewed in
conjunction with the accompanying financial statements, including the
notes thereto.
Financial Condition. At March 31, 2003, the Company had current
assets of $587,896 as compared to $642,318 at December 31, 2002, total
assets of $825,033 as compared to $847,387 at December 31, 2002, and
stockholders' equity of $825,033 as compared to $847,387 as of December
31, 2002. The decrease in assets was primarily the result of the
decrease in the fair market value of securities available for sale. The
decrease in stockholders' equity was primarily the result of the decrease
in the fair market value of securities available for sale.
Liquidity. The Company had a net decrease in cash and cash
equivalents for the three months ended March 31, 2003 of $95,000, cash
and cash equivalents at March 31, 2003 of $47,443, and cash and cash
equivalents of $142,443 at December 31, 2002.
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 loan commitments in place and has no immediate need for
additional financial credit.
Results of Operations. The Company continues to have no commercial
operations. Revenues for the three months ended March 31, 2003, were
derived from investment activities.
The Company's revenues for the three months ended March 31, 2003
were $21,570, as compared to $11,792 for the three month period ended
March 31, 2002. The principal reason for the increase revenue was an
increase in the realized and unrealized gain (loss) on marketable
securities.
Operating expenses for the three months ended March 31, 2003 were
$25,024, as compared to $40,055 for the three month period ended March
31, 2002. The decrease was principally due to a decrease in general and
administrative expenses.
The Company realized a net loss of $(3,454) for the three months
ended March 31, 2003, as compared to a net loss of $(28,263) for the
three month period ended March 31, 2002. The decrease in net loss was
primarily due the increase in realized and unrealized gain (loss) on
marketable securities.
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 three months ended March 31, 2003.
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
PART II
Item 1. LEGAL PROCEEDINGS
-----------------
Not applicable.
Item 2. CHANGE IN SECURITIES
--------------------
Not Applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
Not Applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
Not Applicable
Item 5. OTHER INFORMATION
-----------------
Not Applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) There are no exhibits required to be filed for the period
covered by this Report.
(b) There were no reports filed on Form 8-K for the period
covered by this Report.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RAM VENTURE HOLDINGS CORP.
Date: May 12, 2003 By: /s/Norman H. Becker
------------------------------
Norman H. Becker, President
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 10-Q
of RAM Venture Holdings Corp. for the quarter March 31, 2003, I, Norman
H. Becker, President, Chief Executive Officer and Chief Financial Officer
of RAM Venture Holdings Corp., hereby certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, to the best of my knowledge and belief, that:
(1) such Quarterly Report on Form 10-Q for the quarter ended March 31,
2003, fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) the information contained in such Quarterly Report on Form 10-Q for
the quarter ended March 31, 2003, fairly presents, in all material
respects, the financial condition and results of operations of RAM
Venture Holdings Corp.
RAM VENTURE HOLDINGS CORP.
Date: May 12, 2003 By: /s/Norman H. Becker
-------------------------------
Norman H. Becker, President,
Chief Executive Officer and
Chief Financial Officer
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