SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K / A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 31, 2000.
MIRADOR DIVERSIFIED SERVICES, INC.
(Formerly TCT Financial Group B, Inc.)
Nevada 0-28197 88-0431561
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
675 Lynnhaven Parkway 2nd Floor, Virginia Beach VA 23452
(Address of Principal Executive offices)
Mail:
Post Office Box 8083
Virginia Beach VA 23452
Registrant's telephone number, including area code: (757) 463-
9646, fax (757) 463-9690
This amendment is to clearly define the consolidated financial
statement of Mirador Diversified Services, Inc. There are no
other changes reflected in this amendment.
MIRADOR DIVERSIFIED SERVICES, INC. CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED JANUARY 31, 2000
TABLE OF CONTENTS
Page
Independent Auditors' Report 1
Balance Sheet 2
Statement of Income and Retained Earnings 3
Statement of Changes in Stockholders' 4
Equity
Statement of in Cash Flows 5
Schedule of Computation of Adjusted Net 6
Worth
Notes to Financial Statements 7-8
Report of the Internal Control Structure 9-10
Report on Compliance with Specific
Requirements Applicable to 11
Major HUD Programs
Comments and Recommendations 12
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Mirador Diversified Services,
Inc. Consolidated
Denver, Colorado
We have audited the accompanying balance sheet of Mirador
Diversified Services, Inc. as of January 31, 2000 and 1999, and
the related statements of operations, stockholders' equity, cash
flows and analysis of net worth for the years then ended. These
financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audits in accordance with generally accepted
auditing standards and Government Auditing Standards, issued by
the Comptroller General of the United States. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Mirador Diversified Services, Inc. as of January 31, 2000 and
1999, and the results of its operations, cash flows its analysis
of net worth for the year then ended in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion
on the financial statements taken as a whole. The supporting
data included in this report is presented for the purposes of
additional analysis and is not a required part of the basic
financial statements of Mirador Diversified Services, Inc. Such
information has been subjected to the auditing procedures applied
in the audit of the financial statements and, in our opinion, is
fairly stated in all material respects in relation to the
financial statements taken as a whole.
Michael Johnson & Co., LLC
Denver, Colorado
April 19, 2000
MIRADOR DIVERSIFIED SERVICES, INC.
CONSOLIDATED
BALANCE SHEET FOR THE
YEAR ENDED
January 31, 2000
2000 1999
ASSETS:
Current Assets:
Cash 97,259
147,399
Accounts Receivable 15,200 6,210
Total Current Assets
162,599 103,469
Fixed Assets - Note 1:
Vehicle 24,530 24,530
Computers & Furniture 56,457 56,308
Total Fixed Assets 80,987 80,838
Less Accumulated Depreciation
(57,006) (42,608)
Net Fixed Assets 23,981 38,230
Other Assets:
Investment 29,315 29,315
Refundable Deposits 850 850
Mortgage Loans Receivable 34,250 34,250
Organization Cost 400 400
Total Other Assets 64,815 64,815
TOTAL ASSETS
$251,395 $206,514
LIABILITIES AND STOCKHOLDERS'
EQUITY:
Current Liabilities:
Accounts Payable 20,838 23,053
Taxes Payable 16,499 4,587
Note Payable - LOC - Note 2 14,383 14,388
Note Payable - Note 3 33,968 12,748
Total Current Liabilities 85,688 54,776
Stockholders' Equity:
Common Stock - Authorized 75,000
shares
no par value - issued and
outstanding 52,000 shares 222,824 180,057
Retained (Deficit)
(57,117) (28,319)
Total Stockholders' Equity 165,707 151,738
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $251,395 $206,514
MIRADOR DIVERSIFIED SERVICES, INC.
CONSOLIDATED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED
January 31, 2000
2000 1999
REVENUE:
Loan Origination Fees 599,480 720,912
Interest Income - 2,054
Total Revenue 599,480 722,966
OPERATING EXPENSES:
Loan Origination Costs 501,630 551,251
General and Administrative 126,648 233,962
Total Expenses 628,278 785,213
Operating Income (Loss)
(28,798) (62,247)
Net Profit (Deficit) -
Beginning (28,319) 33,928
Net (Deficit) - Ending
$(57,117) $(28,319)
Net Profit (Loss) Per $(1.10) $(0.54)
Common Stock
Weighted Average Shares 52,000 52,000
Outstanding
MIRADOR DIVERSIFIED SERVICES, INC.
CONSOLIDATED
STATEMENT OF CASHFLOW
FOR THE YEAR ENDED
January 31, 2000
2000 1999
Cash flows from operating
activities:
Net Income (Loss)$(28,798) $(62,247)
Adjustments to reconcile net
income
to net cash provided by
operating activities:
Depreciation 14,398 10,107
Decrease (increase) in accounts 10,966
receivable (8,990)
Decrease (increase) in investments - (400)
(Decrease) in accounts payable
(2,215) (10,853)
(Decrease) increase in taxes 11,912 (1,085)
payable
(Decrease) increase in notes 21,215
payable
Decrease in mortgage loan - 64,299
receivable
Cash flows provided by operations 7,522 10,787
Cash flows from investing
activities:
Purchase of fixed assets (149) (7,000)
Net cash used by investing (149) (7,000)
Financing activities:
Capital investment 42,767 42,599
Net cash provided by financing 42,767 42,599
activities
Increase in cash and cash 50,140 43,006
equivalents
Cash and cash equivalents at 97,259 54,253
beginning of year
Cash and cash equivalents at end
of year $147,399 $97,259
Cash paid during year for interest $6,062 $10,427
No income taxes were due or paid $- $-
MIRADOR DIVERSIFIED SERVICES, INC.
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JANUARY 31, 2000
Total
Retained Stockholders'
Capital Earnings Balance
Balance - January
31, 1998 $137,458 $33,928 $171,386
Capital investment 42,599 - 42,599
Net Deficit
January 31, 1999 - (62,247) (62,247)
Balance - January
31, 1999 180,057 (28,319) 151,738
Capital investment 42,767 - 42,767
Net Defict January
31, 2000 - (28,798) (28,798)
Balance - January
31, 2000 $222,824 $(57,117) $165,707
MIRADOR DIVERSIFIED SERVICES, INC.
CONSOLIDATED
COMPUTATION OF ADJUSTED NET WORTH
TO DETERMINE COMPLIANCE WITH
FHA NETWORTH REQUIREMENTS
FOR THE YEAR ENDED
2000 1999
Stockholders' Equity per Balance
Sheet $165,707 $151,738
Less Unacceptable Assets:
Organizational Costs 400 400
Total Unacceptable Assets 400 400
Adjusted Net Worth for FHA
Requirement Purposes $165,307 $151,338
MIRADOR DIVERSIFIED SERVICES, INC.
CONSOLIDATED
Notes to Financial Statements
January 31, 2000
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Mirador Diversified Services, Inc. was incorporated in
October 1990 under the laws of Colorado and began operations
in February 1991. The Company is an approved loan
correspondent under the Department of Housing and Urban
Development.
Capital Stock Transactions
The authorized capital stocks of the corporation are 75,000 shares of
common stock with no par value.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments, purchased
with an original maturity of three months or less, to be cash
equivalents.
Property and Equipment
Property and equipment is stated at cost. The cost of
ordinary maintenance and repairs is charged to operations
while renewals and replacements are capitalized.
Depreciation is figured on a straight-line basis as follows:
Vehicles 5 years
Computers & Furniture 7 years
Depreciation expense for 2000 was $14,398.
Note 2. NOTE PAYABLE - LINE OF CREDIT:
Note payable represents a $15,000 line of credit to The
Company from Key Bank at an annual interest rate of 11.25
percent. The amount borrowed on the line at January 31,
2000 was $14,383.
Note 3. NOTE PAYABLE:
Represents funds advanced to The Company by T.L. Byrd non-
interest bearing, due on demand.
Note 4. NET (LOSS) PER COMMON SHARE
The net (loss) per share has been computed by dividing net income
(loss) by the weighted average number of common shares and
equivalents outstanding.
Note 5. LEASE OBLIGATION:
The Company leases its' main office space for approximately $900 a
month. The current lease expires in June of 2000. The Company
also leases a branch office in Colorado Springs for $475 a month.
This lease expires in March of 2001.
MIRADOR DIVERSIFIED SERVICES, INC.
CONSOLIDATED
Notes to Financial Statements (Continued)
January 31, 2000
Note 6. INCOME TAXES:
Significant components of The Company's deferred tax
liabilities and assets are as follows:
Deferred Tax Liability $ 0
Deferred Tax Assets
Net Operating Loss Carryforwards $57,117
Book/Tax Differences in Bases of Assets 15,200
Less Valuation Allowance (72,317)
Total Deferred Tax Assets $ 0
Net Deferred Tax Liability $ 0
As of January 31, 2000, The Company had a net operating loss
carryfoward for federal tax purposes approximately equal to the
accumulated deficit recognized for book purposes, which will be
available to reduce future taxable income. The full realization
of the tax benefit associated with the carryforward depends
predominantly upon The Company's ability to generate taxable
income during the carryforward period. Because the current
uncertainty of realizing such tax assets in the future, a
valuation allowance has been recorded equal to the amount of the
net deferred tax asset, which caused The Company's effective tax
rate to differ from the statutory income tax rate. The net
operating loss carryforward, if not utilized, will begin to
expire in the year 2010.
Note 7. INVESTMENT ARRYNGTON HOMES CORPORATION:
During 1996, Mid-America (a subsidiary of Mirador Diversified
Services, Inc.) invested $28,915 into Arryngton Homes
Corporation. Mid-America received 10,000 shares or 10 percent
of the corporation, which is developing a townhome and
condominium project pre-appraised at $420,000.
Independent Auditor's Report on Internal Controls
To the Board of Directors of
Mirador Diversified
Services, Inc.
Denver, Colorado
We have audited the financial statements of Mirador Diversified
Services, Inc., as of and for the years ended January 31, 2000
and 1999, and have issued our report thereon dated April 19,
2000. We conducted our audit in accordance with generally
accepted auditing standards and Government Auditing Standards,
issued by the Comptroller General of the United States. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement and about whether Mirador
Diversified Services, Inc. complied with laws and regulations,
noncompliance with which would be material to a HUD-assisted
program.
In planning and performing our audits, we obtained an
understanding of the design of relevant internal controls and
determined whether they had been placed in operation, and we
assessed control risk in order to determine our auditing
procedures for the purpose of expressing our opinion on the
financial statements of Mirador Diversified Services, Inc.
Consolidated and on its compliance with specific requirements
applicable to its major HUD-assisted programs and to report on
internal controls in accordance with the provisions of the Guide
and not to provide any assurance on internal controls.
The management is responsible for establishing and maintaining an
internal control structure. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of internal control structure
policies and procedures. The objectives of an internal control
structure are to provide management with reasonable, but not
absolute, assurance that assets are safeguarded against loss from
unauthorized use or disposition and that transactions are
executed in accordance with management's authorization and
recorded properly to permit the preparation of financial
statements in accordance with generally accepted accounting
principles and that HUD-assisted programs are managed in
compliance with applicable laws and regulations. Because of
inherent limitations in any internal control structure, errors or
irregularities may nevertheless occur and not be detected. Also,
projection of any evaluation of the structure to future periods
is subject to the risk that procedures may become inadequate
because of changes in conditions or that the effectiveness of the
design may deteriorate.
We performed tests on controls, as required by the Guide, to
evaluate the effectiveness of the design and operation of
internal controls that we considered relevant to preventing or
detecting material noncompliance with specific requirements
applicable to Mirador Diversified Services, Inc. HUD-assessed
programs. Our procedures were less in scope than would be
necessary to render an opinion on internal control structure
policy and procedures. Accordingly, we do not express such an
opinion.
Our consideration of the internal control structure would not
necessarily disclose all matters in the internal control
structure that might be material weaknesses under standards
established by the American Institute of Certified Public
Accountants. A material weakness is a reportable condition in
which the design or operation of the specific control structure
elements does not reduce to a relatively low level the risk that
errors or irregularities in amounts that would be material in
relation to the financial statements being audited, or that
noncompliance with laws and regulations that would be material to
a HUD-assisted program may occur and not be detected within a
timely period by employees in the normal course of performing
their assigned functions. We noted no matters involving the
internal control structure and its operation that we consider to
be material weaknesses as defined above.
This report is intended for the information of the audit
committee, management, and the Department of HUD. However, this
report is a matter of public record and its distribution is not
limited.
Denver, Colorado
April 19, 2000
INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE WITH SPECIFIC
REQUIREMENTS
APPLICABLE TO MAJOR HUD PROGRAMS
To the Board of Directors
of Mirador Diversified Services, Inc.
Denver, CO
We have audited the financial statements of Mirador Diversified
Services, Inc. as of and for the year ended January 31, 2000 and
1999, and have issued our report thereon dated April 19, 2000.
In addition, we have audited the Mirador Diversified Services,
Inc. compliance with specific assisted programs, for the years
ended January 31, 2000 and 1999. The management of the Mirador
Diversified Services, Inc. Consolidated is responsible for
compliance with those requirements. Our responsibility is to
express an opinion on compliance with those requirements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards, Government Auditing Standards, issued by the
Comptroller General of the United States, and the Consolidated
Audit Guide for Audits of HUD Programs (the "Guide") issued by
the US Department of Housing and Urban Development, Office of
Inspector General. Those standards and the Guide require that we
plan and perform the audit to obtain reasonable assurance about
whether material noncompliance with the requirements referred to
above occurred. An audit includes examining, on a test basis,
evidence about the Mirador Diversified Services, Inc. compliance
with those requirements. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, Mirador Diversified Services, Inc. complied, in
all material respects, with the requirements described above that
are applicable to its major HUD-assisted programs for the years
ended January 31, 2000 and 1999.
This report is intended for the information of the audit
committee, management, and the Department of Housing and Urban
Development. However, this report is a matter of public record
and its distribution is not limited.
Denver, Colorado
April 19, 2000
COMMENTS AND RECOMMENDATIONS
Of the loan files examined, we found no major deficiencies.
Improvements have been made in the appearance and contents of the
loan files.
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has caused this report to be signed in
its behalf by the undersigned, hereunto duly authorized.
Dated: December 13, 2000 MIRADOR DIVERSIFIED
SERVICES, INC.
S/S___John Edward Jones
John Edward Jones, President
