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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 September 30, 2003
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
33-02035-A
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(Commission File Number)
RAM VENTURE HOLDINGS CORP.
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(Exact name of Registrant as specified in its charter)
Florida 59-2508470
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
3040 East Commercial Boulevard, Ft. Lauderdale, FL. 33308
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(Address of Principal Executive Offices)
(954) 772-2297
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(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
NOVEMBER 10, 2003. OF THAT TOTAL, 15,308,900 SHARES ARE OUTSTANDING. THE
COMPANY HAS 25,000 SHARES IN TREASURY.
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
INDEX
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - September 30, 2003
(Unaudited) and December 31, 2002 (Audited).
Consolidated Statements of Operations - Three and nine months
ended September 30, 2003 and 2002 (Unaudited).
Consolidated Statements of Cash Flows - Nine months ended
September 30, 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
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Item 1. Financial Statements
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
------
September 30, December 31,
2003 2002
------------- ------------
(Unaudited) (Audited)
CURRENT ASSETS:
Cash and cash equivalents $ 29,261 $ 142,443
Marketable securities 503,386 494,476
Dividends receivable - 1,358
Accrued interest receivable, net of
$8,393 allowance in 2003 and 2002 6,036 3,040
Other - 1,001
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TOTAL CURRENT ASSETS 538,683 642,318
PROPERTY AND EQUIPMENT, net of
accumulated depreciation of $15,223
in 2003 and $14,421 in 2002 3,407 1,069
OTHER ASSETS:
Security deposits 1,000 1,000
Accounts receivable - related party 12,500 12,500
Securities available for sale 44,100 157,500
Notes receivable - related party, net
of $175,000 allowance in 2003 and 2002 83,000 33,000
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TOTAL ASSETS $ 682,690 $ 847,387
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,975 -
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TOTAL CURRENT LIABILITIES 2,975 -
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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 (1,773,159) (1,718,887)
Accumulated other comprehensive
income (loss) (171,510) (58,110)
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703,693 871,365
Less treasury stock, 25,000 shares
at cost (23,978) (23,978)
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TOTAL STOCKHOLDERS' EQUITY 679,715 847,387
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 682,690 $ 847,387
========== ==========
See accompanying notes to consolidated financial statements.
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
-------- -------- -------- --------
REVENUES:
Dividends and interest $ 10,601 $ 14,563 $ 34,641 $ 43,066
Realized and unrealized gain
(loss) on marketable securities (50,999) (142,289) 5,232 (356,265)
---------- ---------- ---------- ----------
(40,398) (127,726) 39,873 (313,199)
---------- ---------- ---------- ----------
COST AND EXPENSES:
General and administrative 28,866 25,912 94,145 116,683
Provision for uncollectible amounts - 175,000 - 175,000
---------- ---------- ---------- ----------
28,866 200,912 94,145 291,683
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (69,264) $ (328,638) $ (54,272) $ (604,882)
========== ========== ========== ==========
BASIC AND DILUTED NET INCOME
(LOSS) PER COMMON SHARE $ .00 $ (.03) $ .00 $ (.05)
========== ========== ========== ==========
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING 15,308,500 12,808,500 15,308,500 13,080,114
========== ========== ========== ==========
See accompanying notes to consolidated financial statements.
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30, September 30,
2003 2002
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (54,272) $ (604,882)
-------- ---------
Adjustments to reconcile net income
(loss) to net cash (used in)
provided by operating activities:
Depreciation 812 515
Increase in allowance for
doubtful accounts - 175,000
(Gain) loss on sale of marketable
securities 45,828 163,556
Allowance for market decline
(appreciation) of securities (51,059) 193,034
Changes in operating assets
and liabilities:
(Increase) decrease in dividends
receivable 1,358 3,652
(Increase) decrease in accrued
interest receivable (2,996) (12,388)
(Increase) decrease in other assets 1,001 4,562
Increase (decrease) in accounts
payable and accrued expenses 2,975 (7,048)
Purchase of marketable securities (174,540) (381,937)
Proceeds from sale of marketable
securities 170,861 235,453
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Total adjustments (5,760) 374,399
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Net cash provided by (used in)
operating activities (60,032) (230,483)
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Advances on notes receivable - affiliate (50,000) -
Purchase of property and equipment (3,150) -
Principal collections of notes
receivable - affiliate - 409,529
-------- ---------
Net cash provided by (used in)
investing activities (53,150) 409,529
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - 283,334
Repayment of borrowing - (134,664)
Cancellation of common stock - (380,363)
-------- ---------
Net cash provided by (used in)
financing activities - (231,693)
-------- ---------
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30, September 30,
2003 2002
------------- ------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $(113,182) $ (52,647)
CASH AND CASH EQUIVALENTS -
Beginning of period 142,443 89,254
-------- ---------
End of period $ 29,261 $ 36,607
======== =========
See accompanying notes to consolidated financial statements.
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 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 nine months ended September 30,
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 with
Proguard Protection Services, Inc. in the amount of $50,000
Interest is payable quarterly beginning September 30, 2003
and the principal due January 31, 2005. The note is
convertible into 150,000 shares of common stock of Proguard
Protection Services, Inc. at any time prior to January 31,
2005 at the option of RAM Venture Holdings Corporation only.
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)
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
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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 September 30, 2003, the Company had
current assets of $538,683 as compared to $642,318 at December 31, 2002,
total assets of $682,690 as compared to $847,387 at December 31, 2002, and
stockholders' equity of $679,715 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 and cash. The
decrease in stockholders' equity was primarily the result of the decrease
in the fair market value of securities available for sale and the realized
losses on sale of securities.
Liquidity. The Company had a net decrease in cash and cash equivalents
for the nine months ended September 30, 2003 of $(113,182), cash and cash
equivalents at September 30, 2003 of $29,261, 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 nine months ended September 30, 2003, were
derived from investment activities.
The Company's revenues for the nine months ended September 30, 2003 were
$39,873, as compared to $(313,199) for the nine month period ended September
30, 2002. The principal reason for the increased revenue was an increase in
the realized and unrealized gain (loss) on marketable securities.
The Company's revenues for the three months ended September 30, 2003
were $(40,398), as compared to $(127,726) for the three months ended
September 30, 2002. The principal reason for the increased revenue was an
increase in realized and unrealized gain (loss) on marketable securities.
Costs and expenses for the nine months ended September 30, 2003 were
$94,145, as compared to $291,683 for the nine month period ended September
30, 2002. The decrease was principally due to a decrease in general and
administrative expenses and a provision for doubtful accounts.
Costs and expenses for the three months ended September 30, 2003 were
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$28,866, as compared to $200,912 for the three month period ended September
30, 2002. The decrease was principally due to a decrease in general and
administrative expenses and a provision for doubtful accounts.
The Company realized net loss of $(54,272) for the nine months ended
September 30, 2003, as compared to a net loss of $(604,882) for the nine
months ended September 30, 2002. The decrease in net loss was primarily due
to an increase in realized and unrealized gain (loss) on marketable
securities and a decrease in a provision for doubtful accounts.
The Company realized net loss of $(69,264) for the three months ended
September 30, 2003, as compared to a net loss of $(328,638) for the three
months ended September 30, 2002. The decrease in net loss was primarily due
to an increase in realized and unrealized gain (loss) on marketable
securities and a decrease in a provision for doubtful accounts.
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 or nine
months ended September 30, 2003.
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RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
PART II
Item 1. LEGAL PROCEEDINGS
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Not applicable.
Item 2. CHANGE IN SECURITIES
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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
-----------------
Earlier this year, the Registrant loaned $50,000 to an
affiliate, Proguard Protection Services, Inc. ("PPS"). PPS
is a closely-held company with principal offices and
operations in Colorado and is controlled by the Registrant's
Vice- President, Mr. Frank Bauer. The note evidencing the
loan matures on January 31, 2005 and is convertible at any
time by the Registrant into 150,000 shares of PPS Common
Stock. The loan obligation is current at August 10, 2003.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) 31.1 Certification of Chief Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002,
promulgated under the Securities Exchange Act of
1934, as amended
32.1 Certification of Chief Executive Officer Pursuant
to 18 U.S.C. Section 1350, as adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(b) There were no reports filed on Form 8-K for the period
covered by this Report.
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SIGNATURES
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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: November 12, 2003 By:__/s/Norman H. Becker_________
Norman H. Becker, President
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