U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
X...Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended November 30,
1999.
....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to
_________.
Commission File No: 0-21955
M & A WEST, INC.
(Name of small business in its charter)
Colorado 84-1356427
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
583 San Mateo Ave.
San Bruno, CA 94066
______________________________________________
(Address of principal
executive offices) (Zip Code)
Issuer's telephone number: (650) 588-2678
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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 past five years.
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes .....
No .....
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. At November 30,
1999, the following shares of common were outstanding: Common
Stock, no par value, 11,000,000.
Transitional Small Business Disclosure
Format (Check one):
Yes ..... No ..X..
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant for the
period ended November 30, 1999, follow.
M & A WEST, INC.
FINANCIAL STATEMENTS
Period Ended November 30, 1999
M & A West, Inc.
<TABLE>
<CAPTION>
Index to Financial Statements
<S> <C>
Balance Sheet 5
Statement of Operations 7
Consolidated Statements of Cash Flows 11
Notes to Financial Statements 12
</TABLE>
M & A West, Inc.
BALANCE SHEET
November 30, 1999
(unaudited)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 342,961
Accounts receivable-clients -
Marketable securities
held for trading 3,872,939
Investments - at equity 341,766
Investments - at cost 3,275,724
Employee advances 10,456
Prepaid taxes -
Total current assets 7,843,846
OTHER ASSETS:
Deferred income tax asset 12,110
Property and equipment,
net of depreciation 42,386
Homestart, restricted securities 87,825
Total Assets 7,986,167
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 11,498
Income taxes payable 2,175,673
Payroll taxes
accrued and payable 25,099
Deferred revenue -
TOTAL CURRENT LIABILITIES 2,212,270
STOCKHOLDERS' EQUITY
Common stock, no par value;
100,000,000 shares authorized;
11,000,000 shares issued and
outstanding 2,020,538
Treasury Stock, cost method (353,475)
Retained earnings 2,987,292
Accumulated other comprehensive
income 1,119,542
Total stockholders' equity 5,773,897
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 7,986,167
</TABLE>
The accompanying notes are an integral part of these financial statements.
M & A West, Inc.
STATEMENT OF OPERATIONS
For the period ended November 30, 1999 and 1998
(unaudited)
Page 1 of 2
<TABLE>
<CAPTION>
Six months ended
November 30
1999 1998
<S> <C> <C>
REVENUE
Commission Revenue $ 5,658,349 270,791
Refunds 2,621 -
Trading gains (losses) (140,604) 1,076
Total revenue 5,520,366 271,867
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Advertising 194,220 39,613
Employee Business Expenses 108,870 14,020
Consultants 83,783 112,914
Payroll 201,026 15,751
Other selling, general and
administrative expenses 307,978 137,125
Total selling, general
and administrative
expenses 895,877 319,423
Income from operations 4,624,489 (47,558)
OTHER INCOME (EXPENSE)
Interest income 895 46
Realized gains and losses on
sale of securities, net 173,292 (12,179)
Equity in loss of unconsolidated
subsidiary (139,848) -
Total other income (expense) 34,339 (12,133)
Net income before taxes 4,658,828 (59,689)
Income tax expense (1,863,000) -
Net income 2,795,828 (59,689)
Other comprehensive income
Unrealized gains on available-
for-sale securities, net of tax 1,119,542 -
Comprehensive income 3,915,370 (59,689)
RETAINED EARNINGS
Balance, beginning
of year 191,464 -
Balance, end of
year 2,987,292 -
Net income per share $ 0.356
NUMBER OF SHARES
OUTSTANDING 11,000,000 2,500
</TABLE>
The accompanying notes are an integral part of these financial statements.
M & A West, Inc.
STATEMENT OF OPERATIONS
For the period ended November 30, 1999
(unaudited)
Page 2 of 2
<TABLE>
Three months ended
November 30
1999 1998
<S> <C> <C>
REVENUE
Commission Revenue $ 2,200,147 268,291
Refunds 2,212 -
Trading gains (losses) (33,966) 1,076
Total revenue 2,168,393 269,367
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Advertising 86,803 22,543
Employee Business Expenses 31,433 12,749
Consultants 7,672 85,523
Payroll 91,244 10,777
Other selling, general and
administrative expenses 160,145 80,848
Total selling, general
and administrative
expenses 377,697 212,440
Income from operations 1,790,696 56,297
OTHER INCOME (EXPENSE)
Interest income 353 46
Realized gains and losses on
sale of securities, net - -
Equity in loss of unconsolidated
subsidiary (102,478) -
Total other income (expense) (102,145) 46
Net income before taxes 1,688,571 56,973
Income tax expense (675,000) (14,800)
Net income 1,013,571 42,173
Other comprehensive income
Unrealized gains on available-
for-sale securities, net of tax 1,119,542 -
Comprehensive income 2,133,113 42,173
RETAINED EARNINGS
Balance, beginning
of year 1,973,721 -
Balance, end of
year 2,987,292 -
Net income per share $ 0.194
NUMBER OF SHARES
OUTSTANDING 11,000,000 2,500
</TABLE>
The accompanying notes are an integral part of these
financial statements.
M & A West, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended November 30, 1999 and 1998
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended November 30
1999 1998
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES: $ 397,933 162,974
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of equipment (21,802) (8,722)
Purchase of investments (1,174,983) (114,278)
Net cash used by
investing activities (1,196,785) (123,000)
CASH FLOWS FROM
FINANCING ACTIVITIES: - -
Net increase in cash
and cash equivalents (798,852) 39,974
CASH AND CASH EQUIVALENTS
Beginning of period 1,141,813 (866)
CASH AND CASH EQUIVALENTS
End of period $ 342,961 39,108
</TABLE>
The accompanying notes are an integral part of these financial statements.
M & A West, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 1999
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The information included in the financial statements is
unaudited, but includes all adjustments (consisting of normal recurring
items) which are, in the opinion of management, necessary for a fair
presentation of the interim period presented.
M & A West, Inc., is engaged in providing management
consulting services to public companies. On May 12, 1999, M & A
West, Inc., a Nevada corporation, underwent a stock transfer and
exchange with Buffalo Capital IV, Ltd., a publicly traded shell
company, in a transaction more fully described in Note 3, whereby M
& A West became a wholly-owned subsidiary of Buffalo Capital IV,
Ltd. Immediately after the transaction, Buffalo Capital IV, Ltd.
changed its name to M & A West, Inc. All references to "the
Company" in these financial statements refer to M & A West, Inc., the
Nevada corporation, prior to May 12, 1999, and to the consolidated
entity from May 12, 1999 forward.
Basis of accounting
The accompanying financial statements of the Company are
prepared using the accrual basis of accounting in which revenues are
recognized when earned, and expenses are recognized when incurred.
Marketable Securities and Investments
The Company holds investments in marketable equity
securities. Investments held for trading purposes are presented at
market value, with realized and unrealized gains and losses on the
investments recognized in earnings during the period incurred.
Investments in which the Company has significant influence, but not
voting control, are accounted for at original cost, as adjusted for the
Company's share of the investee's gains and losses. Investments in
non-trading equity securities are considered available for sale, and are
accounted for at cost, which approximates market.
Use of Estimates
The preparation of the Company's financial statements in
conformity with generally accepted accounting principals requires the
Company's management to make estimates and assumptions that effect
the amounts reported in these financial statements and accompanying
notes. Actual results could differ from those estimates.
Property and Equipment
The Company's property and equipment, consisting of
computers and equipment supporting the administrative function, are
stated at cost. Depreciation is provided using the straight line method
over estimated useful lives of 5 to 7 years.
Advertising
Advertising costs are expensed as incurred.
Cash Equivalents
For purposes of the Statement of Cash Flows, the Company
considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.
Loss per share
Loss per share has been calculated using the average number of
shares outstanding.
NOTE 2. RELATED PARTY TRANSACTIONS
For the period ended November 30, 1999, the Company's
offices were leased from the Company's Chief Executive Officer on a
month-to-month basis for monthly payments of $1,811. The Company
also leased space from its Chief Financial Officer on a month-to-month
basis for $712 per month.
NOTE 3. STOCKHOLDERS EQUITY
Authorized capital
The Company's capital consists of 100,000,000 authorized
common shares, no par value, of which 11,000,000 shares were issued
and outstanding at November 30, 1999.
Preferred Stock
The Company is authorized to issue up to 10,000,000 shares of
Preferred Stock, with rights and privileges to be determined by the
Board of directors. No preferred shares were issued and outstanding at
November 30, 1999.
NOTE 4. INCOME TAXES
The Company has recorded a deferred tax asset for the effects
of unrealized losses on marketable equity securities which are
deductible for tax purposes only to the extent of realized gains. the
Company's provision for income tax is calculated using a flat rate of
40%.
NOTE 5. INVESTMENTS
Investments at equity
The Company has an approximate 40% investment in Digital Bridge at
November 30, 1999, which is accounted for using the equity method,
whereby the Company's investment is increased by gains and
additional investments, and decreased by losses and distributions. The
following is a summary of the financial position and operating results
of Digital Bridge as of November 30, 1999.
<TABLE>
<CAPTION>
<S> <C>
Current Assets $ 40,199
Property and equipment 7,775
Other assets 9,570
57,544
Total liabilities 3,124
Total stockholders' equity 54,420
Total revenue 5,000
Net loss $ 256,195
</TABLE>
The Company's investment in Virtuallender.com was reduced
to 11% at October 25, 1999 in a merger with University Mortgage.
This transaction is further explained in Note 7.
Investments in Other Equity Securities
The Company has invested in equity securities of companies
for which no established trading market exists at November 30, 1999.
These securities are stated at cost that does not exceed the estimated
net realizable value.
NOTE 6. FIXED ASSETS.
The Company's property and equipment consists of the
following at November 30, 1999:
<TABLE>
<CAPTION>
<S> <C>
Computers $ 31,079
Office furniture 17,414
48,493
less accumulated depreciation 6,117
$ 42,386
</TABLE>
NOTE 7. OTHER COMPREHENSIVE INCOME
On October 15, 1999, a Special Meeting of the Shareholders of
Virtuallender.com (VLDC) was held wherein VLDC was authorized to
acquire substantially all of the assets and/or stock of University
Mortgage Corp., a Maryland corporation ("UMI") in a stock exchange
agreement. The overall effect of this transaction was the reduction in
ownership percentage of M&A West, Inc. from 21% to 11%. Prior
financial reports reflected accounting for the Company's interest in
VLDC using the equity method, whereby the Company's investment is
increased by gains and additional investments, and decreased by losses
and distributions. These securities are treated as available-for-sale
securities. As per Statement of Financial Standards Board No. 130,
reporting Comprehensive Income (FAS 130) requires the reporting of
comprehensive income when certain components exist. The ownership
reduction permits this asset to be reported at fair market value which is
higher than book value. These unrealized gains on available-for-sale
securities are reflected in the equity section of the balance sheet
representing the cumulative change from historical cost of the
investment net of taxes.
Changes in other comprehensive income tax are shown below:
<TABLE>
<CAPTION>
Before-Tax Tax or Net of Tax
Amount Benefit Amount
<S> <C> <C> <C>
Unrealized gain on available-
for-sale securities $ 1,599,345 479,803 1,119,542
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
Net revenues for the Company increased $1,899,026 or 805% to
$2,168,393 in the quarter ending November 30, 1999, from $269,367
in the same period for 1998. The net increase reflects an increase of
$1,931,856 in the Company's commission income and a decrease of
$32,890 in the Company's trading gains. The Company believes that
its portfolio of companies will continue to develop and introduce their
products commercially, actively pursue increased revenues from new
and existing customers, and look to expand into new market
opportunities. Therefore, the Company expects to report future
revenue growth.
Cost of revenue comparison is not applicable.
Selling, general and administrative expenses increased $165,257, or
178% to $377,697. The net increase reflects increases of $64,260 in
advertising and a decrease of $(77,851) in consultant fees.
Employment business expenses and payroll increased $99,151 or 521%
reflecting the Company's continued growth. As the Company's
subsidiaries continue to introduce new products and expand sales, the
Company expects to incur significant promotional expenses, as well as
expenses related to the hiring of additional sales and marketing
personnel and increased advertising expenses, and anticipates that these
costs will substantially increase in future periods.
Interest Income increased $307 or 100% resulting from increased
activity in the Company's brokerage accounts.
Equity in losses of affiliates resulted from the Company's ownership in
certain investments that are accounted for under the equity method.
Under the equity method of accounting, the Company's proportionate
share of each affiliate's operating losses and amortization of the
Company's net excess investment over its equity in each affiliate's net
assets is included in equity in losses of affiliates. Equity in losses of
affiliates for the quarter ending November 30, 1999 include the results
from the Company's minor ownership in Digital Bridge. Equity in
losses of affiliates for the period ending November 30, 1999 is not
applicable. The Company expects its portfolio companies to continue
to invest in development of their products and services, and to
recognize operating losses, which will result in future charges.
The effective tax rates are 40% and 15%. The Company's effective
tax rate differs materially from the federal statutory rate primarily due
to valuation allowances provided on certain deferred tax assets, the
provision for state income taxes, and non-deductible goodwill
amortization and in-process research and development charges.
Working capital increased to $5,631,576 compared to $18,881
predominantly as a result of the Company's increased securities held
for sale. The Company's principal uses of capital during the quarter
ending November 30, 1999 were $377,697 for funding operations,
$95,368 for the investment and development segment, and $18,387 for
purchases of property and equipment. The Company's principal
sources of capital during the quarter ending November 30, 1999 were
$2,200,147 received in the form of commission revenues. The
Company intends to continue to fund existing and future Internet and
interactive media investment and development efforts.
During the quarter ending November 30, 1999, the Company
completed the development of one division and two websites at a cost
of $69,000. The division, known as Shakai Racing, Inc., cost $59,000
and the websites, both Pokemon based, cost $10,000. No common
stock of the Company has been transferred.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
This report contains various forward-looking statements that are
based on the Company's beliefs as well as assumptions made by and
information currently available to the Company. When used in this
report, the words "believe," "expect," "anticipate," "estimate" and
similar expressions are intended to identify forward-looking statements.
Such statements may include statements regarding seeking business
opportunities, payment of operating expenses, and the like, and are
subject to certain risks, uncertainties and assumptions which could
cause actual results to differ materially from projections or estimates
contained herein. Factors which could cause actual results to differ
materially include, among others, unanticipated delays or difficulties in
location of a suitable business acquisition candidate, unanticipated or
unexpected costs and expenses, competition and changes in market
conditions, lack of adequate management personnel and the like.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially form those anticipated, estimated or projected. The
Company cautions again placing undue reliance on forward-looking
statements all of which speak only as of the date made.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT 27 - FINANCIAL DATA SCHEDULE
(b) There were no reports on Form 8-K filed during the
quarter ended November 30, 1999.
Signatures
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
M & A WEST, INC.
(Registrant)
Date: December ___, 1999
By: /s/___________________________
Scott Kelly, CEO
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-2000
<PERIOD-END> NOV-30-1999
<CASH> 342,961
<SECURITIES> 3,872,939
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,843,846
<PP&E> 48,493
<DEPRECIATION> 6,117
<TOTAL-ASSETS> 7,986,167
<CURRENT-LIABILITIES> 2,212,270
<BONDS> 0
0
0
<COMMON> 2,020,538
<OTHER-SE> 3,753,359
<TOTAL-LIABILITY-AND-EQUITY> 7,986,167
<SALES> 5,658,349
<TOTAL-REVENUES> 5,520,366
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,658,828
<INCOME-TAX> 1,863,000
<INCOME-CONTINUING> 2,795,828
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,795,828
<EPS-BASIC> 0.356
<EPS-DILUTED> 0.356
</TABLE>
