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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 March 31, 2004
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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
- ------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
5310 South Shackleford Road, Suite D, Little Rock, Arkansas 72204
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(Address of Principal Executive Offices)
(501) 228-5590
-------------------------------
(Registrant's Telephone Number)
3040 East Commercial Boulevard, Ft. Lauderdale, FL 33308;
December 31
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(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.
25,000,000 SHARES OF COMMON STOCK, $.0001 PAR VALUE, WERE ISSUED AND
OUTSTANDING AT MAY 7, 2004.
RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
INDEX
-----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 2004 4
(Unaudited) and December 31, 2003 (Audited).
Consolidated Statements of Operations - Three months 6
ended March 31, 2004 and 2003 (Unaudited).
Consolidated Statements of Cash Flows - Three months 7
ended March 31, 2004 and 2003 (Unaudited).
Notes to Consolidated Financial Statements. 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 12
Item 3. Quantitative and Qualitative Disclosures About Market
Risk - Not Applicable 13
Item 4. Controls and Procedures 13
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 15
Item 4. Submission of Matters to a Vote of Security 15
Holders
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 18
CERTIFICATIONS
-2-
RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
PART I - FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
-3-
RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2004 2003
---------- ------------
(Unaudited) (Audited)
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 24,058 $ 43,166
Marketable securities 605,227 585,939
Dividends receivable - 4,653
Accrued interest receivable, net of
$8,393 allowance in 2004 and 2003 6,851 6,366
---------- ----------
TOTAL CURRENT ASSETS 636,136 640,124
PROPERTY AND EQUIPMENT, net of
accumulated depreciation of $15,835
in 2004 and $15,534 in 2003 2,805 3,106
OTHER ASSETS:
Security deposits 1,000 1,000
Accounts receivable - related party 12,500 12,500
Securities available for sale 1,400,270 160,665
Notes receivable - related party, net
of $168,500 allowance in 2004 and 2003 133,000 83,000
---------- ----------
TOTAL ASSETS $2,185,711 $ 900,395
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Current portion note payable -
related party $ 50,000 $ -
Note payable - affiliate 5,000 -
Accounts payable 5,925 2,525
Due to broker 28,066 -
---------- ----------
TOTAL CURRENT LIABILITIES 88,991 2,525
---------- ----------
NOTE PAYABLE - RELATED PARTY 33,375 -
---------- ----------
122,366 2,525
(Continued on next page)
-4-
RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2004 2003
---------- ------------
(Unaudited) (Audited)
LIABILITIES AND STOCKHOLDERS' EQUITY (Cont'd)
- ---------------------------------------------
STOCKHOLDERS' EQUITY
Common stock $.0001 par value;
25,000,000 shares authorized in
2004 and 2003; 15,000,000 shares
issued in 2004; 15,333,500 shares
issued in 2003; 15,000,000 shares
outstanding in 2004 and
15,308,500 shares outstanding
in 2003 1,500 1,533
Additional paid-in capital 2,539,509 2,646,829
Accumulated deficit (1,778,243) (1,729,528)
Accumulated other comprehensive
income 1,300,579 3,014
---------- ----------
2,063,345 921,848
Less treasury stock, 25,000 shares
in 2003, at cost - (23,978)
---------- ----------
2,063,345 897,870
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $2,185,711 $ 900,395
========== ==========
See accompanying notes to consolidated financial statements.
-5-
RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
2004 2003
---------- ----------
(Unaudited) (Unaudited)
REVENUES:
Dividends and interest $ 7,897 $ 14,345
Realized and unrealized gain
(loss) on marketable securities (32,836) 7,225
---------- ----------
(24,939) 21,570
OPERATING EXPENSES:
General and administrative 23,621 25,004
Interest 156 20
---------- ----------
23,777 25,024
NET LOSS $ (48,716) $ (3,454)
========== ==========
BASIC AND DILUTED NET LOSS
PER COMMON SHARE $ (.00) $ (.00)
========== ==========
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING 15,308,500 15,308,500
========== ==========
See accompanying notes to consolidated financial statements
-6-
RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31, March 31,
2004 2003
---------- ----------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (48,716) $ (3,454)
---------- ----------
Adjustments to reconcile net income
(loss) to net cash (used in)
provided by operating activities:
Depreciation 301 232
Loss on sale of marketable securities 44,254 8,467
Unrealized gain on marketable
securities (11,418) (15,692)
Changes in operating assets
and liabilities:
(Increase) decrease in dividends receivable 4,653 (2,829)
Increase in accrued interest receivable (485) (1,760)
Decrease in other assets - 526
Increase in accounts payable and
accrued expenses 31,467 -
Purchase of marketable securities (40,444) (30,765)
Proceeds from sale of marketable
securities 46,280 1,475
---------- ----------
Total adjustments 74,608 (40,346)
---------- ----------
Net cash provided by (used in)
operating activities 25,892 (43,800)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Advances on notes receivable - affiliate (50,000) (50,000)
Purchase of equipment - (1,200)
---------- ----------
Net cash used in investing activities (50,000) (51,200)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in borrowings 5,000 -
---------- ----------
Net cash provided by financing activities 5,000 -
---------- ----------
-7-
RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31, March 31,
2004 2003
---------- ----------
(Unaudited) (Unaudited)
NET DECREASE IN CASH AND CASH EQUIVALENTS $ (19,108) $ (95,000)
CASH AND CASH EQUIVALENTS -
Beginning of period 43,166 142,443
---------- ----------
End of period $ 24,058 $ 47,443
========== ==========
SUPPLEMENTAL DISCLOSURE:
Interest expense paid $ 156 $ 20
========== ==========
Taxes paid $ - $ -
========== ==========
See accompanying notes to consolidated financial statements.
-8-
RAM VENTURE HOLDINGS CORP. AND SUBISIDARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
(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, 2003. 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, 2004
are not necessarily indicative of the results that may
be expected for the year ended December 31, 2004.
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 Protection Services, Inc.
("Proguard") at any time prior to January 31, 2005 at
the option of RAM Venture Holdings Corporation only.
The principal stockholder of Proguard is a vice
president of the Company.
On March 2, 2004, the Registrant entered into an
additional note payable with Proguard in the amount of
$50,000. The note is due March 15, 2006 with interest
at 8%. The note is convertible into common stock of
Proguard at any time prior to March 15, 2006 at the
option of the Company.
NOTE 3 - SECURITIES AVAILABLE FOR SALE
-----------------------------
Included in this caption is 560,108 shares owned as of
March 31, 2004, and 630,000 shares at December 31,
2003, of Global Digital Solutions, Inc. f/k/a 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
-9-
RAM VENTURE HOLDINGS CORP. AND SUBISIDARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
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.
NOTE 4 - NOTE PAYABLE - RELATED PARTY
----------------------------
On March 31, 2004, the Company acquired 333,500 pre-
split shares of its common stock from a shareholder for
a total cost of $83,375 payable $30,000 in April 2004
and monthly payments of $2,500 beginning May 1, 2004
with a final payment of $875 on February 1, 2007. The
common shares were put into treasury and immediately
cancelled.
NOTE 5 - OTHER
-----
On March 31, 2004, the Company entered into a
definitive agreement and plan of reorganization for a
reverse merger transaction with American Apparel and
Accessories, Inc., a privately-held Arkansas
corporation (hereinafter referred to as AA3") in which
the Registrant is the surviving entity. On April 21,
2004, the reverse merger was completed. Pursuant to
the agreement, the Company's common stock was reverse
split, one share-for-ten shares. In exchange for the
acquisition of A3, the Company issued an aggregate of
16,479,692 shares of its post-reverse split, restricted
Common Stock and Options to purchase up to 7,020,308
additional shares of post-reverse split common stock to
the A3 shareholders for cancellation of their canceled
A3 common stock and unexercised A3 Common Stock
Purchase Warrants. The Company also received cash in
the amount of $250,000 paid by A3 as a material aspect
of the reverse merger transaction.
With closing of the reverse merger transaction, all of
the A3 capital stock was canceled and all of its assets
and liabilities became the assets and liabilities of
the Registrant, as the surviving, merged corporation.
Coincidently the Company transferred and conveyed
virtually all of its assets, net of expenses of the
reverse merger transaction, and all of its liabilities
to its wholly-owned subsidiary, Corrections Systems
International, Inc., a privately-held Florida
corporation ("CSII"). 1,500,000 shares of the
restricted common stock of CSII will be distributed to
the Company's pre-merger shareholders on a share-for-
share basis as a dividend by the Company. That is, for
each pre-merger share of the Company's common stock
held, the shareholder will receive one share of CSII's
restricted common stock. Upon distribution of all of
the capital stock of CSII, that corporation will be a
-10-
RAM VENTURE HOLDINGS CORP. AND SUBISIDARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
stand-alone, privately held Florida corporation owned
by all of the Company's pre-merger stockholders in
proportion to their pre-merger, post-reverse split
ownership interest in the Company.
-11-
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.
In particular, it should be noted that during April, 2004, the
Registrant closed a reverse merger transaction discussed
elsewhere in this Quarterly Report on Form 10-Q, and transferred
all of its remaining assets and liabilities to its then
subsidiary, Corrections Systems International, Inc. ("CSII") in
preparation for distribution of all of the ownership interest in
that company to the Registrant's pre-merger shareholders.
Accordingly, the following discussion and analysis relates to the
Registrant's condition and results as of March 31, 2004 and to
the three (3) month period then ended; and prior to completion of
the reverse merger transaction.
Financial Condition
- -------------------
At March 31, 2004, the Company had current assets of $636,136 as
compared to $640,124 at December 31, 2003, total assets of
$2,185,711 as compared to $900,395 at December 31, 2003, and
stockholders' equity of $2,063,345 as compared to $897,870 as of
December 31, 2003. The increase in assets was primarily the
result of the increase in the fair market value of securities
available for sale. The increase in stockholders' equity was
primarily the result of the increase 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, 2004 of $19,108, cash and cash
equivalents at March 31, 2004 of $24,058, and cash and cash
equivalents of $43,166 at December 31, 2003.
At March 31, 2004, the Company continues to have no fixed
executory obligations.
Capital Resources
- -----------------
At March 31, 2004, the Company had no material commitments for
additional capital expenditures nor outstanding credit lines or
loan commitments in place and no immediate need for additional
financial credit.
Results of Operations
- ---------------------
During the Quarter ended March 31, 2004, the Company continued to
have no commercial operations. Revenues for the three months
ended March 31, 2004, were derived from investment activities.
The Company's revenues for the three months ended March 31, 2004
were $(24,939), as compared to $21,570 for the three month period
ended March 31, 2003. The principal reason for the decrease in
revenue was a decrease in the realized and unrealized gain (loss)
on marketable securities.
Operating expenses for the three months ended March 31, 2004 were
$23,777, as compared to $25,024 for the three month period ended
March 31, 2003. The decrease was principally due to a decrease
in general and administrative expenses.
The Company realized a net loss of $(48,716) for the three months
ended March 31, 2004, as compared to a net loss of $(3,454) for
the three month period ended March 31, 2003. The increase in net
loss was primarily due the decrease in realized and unrealized
gain (loss) on marketable securities.
-12-
Critical Accounting Policies
- ----------------------------
General
- -------
Our discussion and analysis of our financial condition and our
plan of operation and the results of our operations in the
Quarterly Report on Form 10-Q are based upon our unaudited
financial statements and the data used to prepare them. The
Company's financial statements have been prepared in accordance
with accounting principles generally accepted in the United
States. On an ongoing basis we endeavor and plan to re-evaluate
our judgements and estimates including those related to product
variables, bad debts, inventories, long-lived assets, income
taxes, litigation and contingencies. We base our estimates and
judgements on our brief historical experience, knowledge of
current conditions and our beliefs of what could occur in the
future considering available information. Actual results may
differ from these estimates under different assumptions or
conditions.
Recent Accounting Pronouncements
- --------------------------------
The Company does not believe that any recently issued, but not
yet effective, accounting standards, if currently adopted, will
have a material effect on the Company's unaudited consolidated
financial position, results of operations or cash flows.
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, 2004.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk
-------------------------------------------------------
Not Applicable.
Item 4. Controls and Procedures
-----------------------
In meeting its responsibility for the reliability of our
financial statements, the Company maintains a system of internal
controls. This system is designed to provide management with
reasonable assurance that assets are safeguarded and transactions
are executed in accordance with the appropriate corporate
authorization and recorded properly to permit the preparation of
the financial statements in accordance with accounting principles
generally accepted in the United States of America. The concept
of reasonable assurance recognizes that the design, monitoring
and revision of internal accounting and other controls involve,
among other considerations, management's judgments with respect
to the relative costs and expected benefits of specific control
measures. An effective system of internal controls, no matter how
well designed, has inherent limitations and may not prevent or
detect a material misstatement in published financial statements.
Nevertheless, management believes that its system of internal
controls provides reasonable assurance with respect to the
reliability of its consolidated financial statements.
Our Chief Executive Officer and Chief Financial Officer has
evaluated the effectiveness of our disclosure controls and
procedures, as such term is defined in Rules 13a-14(c) and 15d-
14(c) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"). Based on
-13-
such evaluation, such officer has concluded that, as of the
Evaluation Date, the Company's disclosure controls and procedures
are effective in alerting him on a timely basis to material
information relating to us, including our consolidated
subsidiaries, that is required to be included in our reports
filed or submitted under the Exchange Act. Since the Evaluation
Date, there have not been any significant changes in our internal
controls or in other factors that could significantly affect such
controls.
-14-
RAM VENTURE HOLDINGS CORP. AND SUBSIDIARY
PART II
-------
Item 2. Change in Securities and Use of Proceeds
----------------------------------------
(1) On April 19, 2004, all of the issued and outstanding Common
Stock of the Registrant was reverse split on a one (1) post-
split share for ten (10) pre-split shares basis. As a
result, with a total of 15,000,000 pre-reverse split shares
of its Common Stock issued and outstanding on March 31,
2004, on April 19, 2004, prior to completion of the reverse
merger with American Apparel & Accessories, Inc. discussed
elsewhere in this Quarterly Report on Form 10-Q, the
Registrant had 1,500,000 post-reverse split shares of its
Common Stock issued and outstanding; the vast bulk of which
is unrestricted and free trading.
(2) Not Applicable
(3) On April 12, 2004, the Registrant issued and conveyed
14,850,662 post 1-for-10 reverse split shares and 8,649,338
Options to purchase 8,649,338 post-reverse split shares of
the Company's restricted Common Stock in order to acquire
all of the capital stock of American Apparel & Accessories,
Inc. ("A3") and all of that company's outstanding,
unexercised capital stock purchase options. The securities
transaction comprised the consideration exchanged in the
course of completing the Company's reverse merger with A3 on
that date. The securities were issued exempt from
registration pursuant to Sec. 4(2) of the Securities Act of
1933. The shareholders and option holders had access to
information about our Company and had the opportunity to ask
questions about the Company of current management. The
Company filed a notice of sale of unregistered securities on
Form D subsequent to completion of the reverse merger
issuances.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
On March 23, 2004, the Company's shareholders consented to a 1-
for-10 reverse split of the Company's outstanding Common Stock,
completion of a reverse merger with American Apparel &
Accessories, Inc., transfer of all of the Company's assets and
liabilities to its subsidiary, Corrections Systems International,
Inc. ("CSII") and distribution of all of the CSII capital stock
to the Company's pre-merger shareholders pro-rata to their pre-
merger ownership interest to the Company. The action without a
meeting was taken by more than 54% of the shares entitled to
consent to the actions in question.
On April 23, 2004, the Company's shareholders consented to an
increase in the Company's authorized, post-reverse split Common
Stock to 75,000,000 shares. The action by the Company's
shareholders without a meeting was taken by more than 54% of the
shares entitled to vote in the matter.
Item 5. Other Information
-----------------
On April 23, 2004, the Registrant changed its fiscal year end
from December 31 to March 31.
Following extensive discussion and consideration, we have entered
into a definitive contract with Hodgman, Inc. a long standing and
well known outdoor products Illinois corporation and its
Shareholders for acquisition by the Company of all of Hodgman's
assets used and useful in its sporting goods and accessories
business including relative intellectual property, inventories,
tangible personal property, accounts receivables, contracts,
goodwill and going concern value. The Assets purchase price in
the contemplated assets acquisition is approximately $13,795,000
subject to Closing adjustments based upon a final calculation of
the net purchased assets and Hodgman's final closing balance
sheet. We expect to consummate the acquisition on or about July
30, 2004.
-15-
Following is certain biographical information regarding the
Registrant's current officers and directors. The Registrant is
continuing to evaluate the composition of its Board of Directors
to ensure compliance with all applicable securities laws and
related regulations.
John Lewis - Chairman of the Board and Chief Executive Officer,
- -----------
Age 45. Mr. Lewis was Chairman and Chief Executive Officer of
American Apparel since its formation in 1999 to acquire Natgear,
LLC, now a wholly-owned subsidiary of the Registrant. Prior to
forming American Apparel, Mr. Lewis purchased fifty percent (50%)
of NatGear, LLC in 1998 from Larry Rial, another member of the
Registrant's Board of Directors. Mr. Lewis has also been actively
involved in oil and gas development throughout the time he has
served as Chairman and Chief Executive Officer of American
Apparel.
Jeff Harris - President, Age 52. Mr. Harris was hired as
- ------------
President of American Apparel in January 2004. Mr. Lewis
convinced Mr. Harris to come out of retirement to become
president of the Registrant. From 1998-2000, Mr. Harris was
President of Transwheel of Florida, Inc., a manufacturer of
aluminum car wheels. From 1995-1998, he consulted with
Transwheel's parent company, Transwheel Inc. From 1993-1995, Mr.
Harris was President of LMI Acquistion Corp., d/b/a Lengerich
Meats, Inc. in Monroe, Indiana.
Larry Rial -Director, Age 43. Mr. Rial is responsible for the
- -----------
development of certain of the Company's products and formed the
original company that manufactured Natural Gear products. Mr.
Rial sold 50% of that company to Mr. Lewis, the Registrant's
Chairman and Chief Executive Officer, in 1998. Mr. Rial has
served as President of Natgear, LLC since 1999.
Leland Sykes - Director, Director of Sales and Marketing, Age 47.
- ------------
Mr. Sykes has served as the Director of Marketing and Sales for
American Apparel since 1998.
Larry Wallace - Director, Age 38. Mr. Wallace has served as a
- --------------
director of American Apparel and Accessories, Inc. since March
2003. Mr. Wallace currently serves as the Chief Financial Officer
and as a director of EFO Holdings, Inc. in Dallas, TX, which owns
a group of privately owned companies, including oil and gas and
communications businesses.
William Colvin - Director, Age 54. Since 2001, Mr. Colvin has
- ---------------
been an owner and acting Secretary and Treasurer of Simsboro Wood
Co. in Bernice, LA. From 1981-2001, Mr. Colvin was a fifty
percent (50%) owner of Chips of Louisiana, Inc., which was
acquired by Simsboro. These companies are in the timber and
lumber manufacturing industry.
Shane Jones - Director, Age 42. Mr. Jones is the producer of the
- -----------
Registrant's television show, Wildlife Quest. He also serves as
president of the Registrant's wholly-owned subsidiary, Wildlife
Quest Productions, Inc., an Arkansas corporation. Mr. Jones has
been a director of American Apparel and Accessories, Inc. and
served as President of Wildlife Quest Productions, Inc. since
2000. Prior to 2000, Mr. Jones was the owner/operator of his
outdoor television production company Wildlife Quest, Inc., an
Oklahoma corporation.
Wesley K. Clark - Director, Age 59. General Clark has recently
- ----------------
accepted appointment to the Company's Board. He is one of our
nation's most distinguished retired military officers and is
currently a public speaker, a CNN commentator and a licensed
investment banker.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
Exhibit No. Description
- ----------- -----------
10.1 Asset Purchase Agreement for the Registrant's
acquisition of the sporting goods business assets
of Hodgman, Inc., an Illinois corporation - To be
filed by subsequent amendment to this Quarterly
Report on Form 10-Q.
31.1 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 executed by Chief
Executive Officer
-16-
31.2 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 executed by Chief
Financial Officer
32.1 Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 executed by Chief
Executive Officer
32.2 Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 executed by Chief
Financial Officer
(b) The Registrant filed three (3) Current Reports on Form
8-K in the three (3) month period ended March 31, 2004 as
follows:
Form 8-K dated January 19, 2004 disclosing a joint venture
with ProGuard Protections Services as Item 5.
Form 8-K dated March 24, 2004 reporting a change in the
Registrant's certifying accountant as Item 4.
Form 8-K dated March 31, 2004 disclosing the Registrant's
entry into a reverse merger transaction with American
Apparel & Accessories, Inc. as Item 5.
On April 30, 2004, the Registrant filed a Current Report on
Form 8-K reporting completion of a reverse merger transaction as
Item 2; further change of the Registrant's certifying accountant
as Item 4; disclosing biographical information on the Company's
new management and Board of Directors as Item 5.; and Change of
its Fiscal Year to March 31, from December 31.
On May 17, 2004, the Registrant filed a Current Report on
Form 8-K/A supplementing its April 30, 2004 Form 8-K filing with
the letter received from its prior certifying accountant as
Exhibit 16.1.
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SIGNATURES
In accordance with Section 13 or 15(d) 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 20, 2004
By: /s/John Lewis
--------------------------------
John Lewis,
Chief Executive Officer
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