ROYSTON MANNOR ESTATES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND
DECEMBER 31, 1998
TABLE OF CONTENTS
INDEPENDENT ACCOUNTANT'S REPORT
FINANCIAL STATEMENTS 1
Balance Sheets 2
Statements of Operations and Deficit
Accumulated During the Development Stage 3
Statement of Changes in Stockholders Equity 4
Statements of Cash Flows 5
Notes to the Financial Statements 6
CERTIFIED PUBLIC ACCOUNTANT
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of directors and Stockholders of Royston Mannor Estates,
Inc. Las Vegas, Nevada
I have audited the accompanying balance sheets of Royston Mannor
Estates, Inc., (a development stage company) as of December 31, 1999,
and December 31, l998, and the related statements of operations, cash
flows, and changes in stockholders' equity for the periods then ended,
as well as the cumulative period from December 31, 198B, (date of
inception) to December 31, 1999. These statements are the
responsibility of Royston Mannor Estates, Inc.'s management. My
responsibility is to express an opinion on these financial statements
based on my audit.
I conducted my audit in accordance with generally accepted auditin3
standards. Those standards require that I 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. I believe that
my audit provides a reasonable basis for my opinion.
In my opinion the accompanying financial statements present fairly,
in all material respects, the financial position of Royston Mannor
Estates, Inc., as of December 31, 19gg, and December 31, 1998' and the
results of operations, cash flows, and changes in stockholders' equity
for the periods then ended, as well as the cumulative period from
December 31, 1998, in conformity with generally accepted accounting
principles.
David Coffey, C.
Las Vegas, Nevada
February 21, 2000
ROYSTON MANNOR ESTATES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
[CAPTION]
<TABLE>
Dec. 31, 1999 Dec. 31, 1998
------------- -------------
ASSETS
<S> <C> <C>
Cash $7,048 $100
------- -----
Total Assets $7,048 $100
======= =====
LIABILITIES AND STOCKHOLDRS' EQUITY
Accounts Payable $400 $400
------- -----
Total Liabilities $400 $400
Stockholders' Equity
Common stock, authorized 50,000,000
shares at $.001 par value, issued and
outstanding 350,000 shares and
100,000 shares, respectively $350 $100
Additional paid-in capital $26,750 $0
Deficit accumulated during the
development stage ($20,452) ($400)
--------- ------
Total Stockholders' Equity $6,648 ($300)
Total Liabilities and
Stockholders' Equity $7,048 $100
========= ======
The accompanying notes are an integral part of these financial
statements.
</TABLE>
ROYSTON MANNOR ESTATES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF PERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
[CAPTION]
<TABLE>
From inception,
Jan 1, 1999 to Dec 31, 1998to Dec 31, 1998 to
Dec 31, 1999 Dec 31, 1998 Dec 31, 1999
-------------- -------------- ---------------
<S> <C> <C> <C>
Income $0 $0 $0
Expenses
Organizational expense $0 $400 $400
Consulting $20,000 $0 $20,000
Office expenses $52 $0 $52
------- ------- --------
Total Expenses $20,052 $400 $20,452
Net loss ($20,052) ($400) ($20,452)
=========
Retained Earnings,
beginning of period $400 $0
--------- --------
Deficit accumulated
furing the development
stage ($20,452) ($400)
========= ========
Earnings (loss) per
share assuming dilution:
Net loss ($0.07) ($0.00) ($0.08)
========= ======== =========
Weighted average shares
outstanding $279,167 $100,000 $265,385
========= ========= =========
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<TABLE>
ROYSTON MANNOR ESTATES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGE IN STOCKHOLDERS EQUITY
FOR THE PERIOD FROM DECEMBER 31, 1998 (Date of inception) TO
DECEMBER 31, 1999
<CAPTION>
TABLE
Common Stock Additional Total
Shares Amount Paid-in
Capital
------ ------ ---------- -----
<S> <C> <C> <C> <C>
Balance,
December 31, 1998 --- --- --- ---
Issuance of common
stock for cash
December 31, 1998 100,000 $100 $0 $100
Less net loss 0 $0 $0 ($400)
-------- ---- ---- ------
Balance
December 31, 1998 100,000 $100 $0 ($300)
Issuance of common
stock for cash
March, 1999 200,000 $200 $19,800 $20,000
Less offering costs 0 $0 ($3,000) ($3,000)
Issuance of common
stock for cash
Ocotber, 1999 50,000 $50 $9,950 $10,000
Less net loss 0 $0 $0 ($20,052)
-------- ---- --------- ---------
Balance
December 31, 1999 350,000 $350 $26,750 $6,648
======== ==== ========= =========
The accompanying notes are an integral part of these financial
statements.
</TABLE>
ROYSTON MANNOR ESTATES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(With cumulative Figures From Inception)
[CAPTION]
<TABLE>
From inception,
Jan 1, 1999, to Dec 31, 198 to Dec 31, 1998, to
Dec 31, 1999 Dec 31, 1998 Dec 31, 1999
--------------- -------------- ----------------
<S> <C> <C> <C>
CASH FLOWS PROVIDED
BY OPERATING
ACTIVITIES
Net Loss ($20,052) ($400) ($20,452)
Non-cash items
included in net loss
to cash used by
operating activity
Accounts payable $0 $400 $400
-------- ------ ---------
NET CASH PROVIDED BY
OPERATING ACTIVITIES $0 $0 $0
-------- ------ ---------
CASH FLOWS USED BY
INVESTING ACTIVITIES $0 $0 $0
-------- ------ ---------
NET CASH USED BY
INVESTING ACTIVITIES $0 $0 $0
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of common stock $250 $100 $350
Paid-in Capital $29,750 $0 $29,750
Less Offering costs ($3,000) $0 ($3,000)
-------- ---- ---------
NET CASH PROVIDED BY
FINANCING ACTIVITIES $27,000 $100 $27,100
------- ----- --------
NET INCREASE IN CASH $6,948 $100 $7,048
========
CASH AT BEGINNING OF
PERIOD $100 $0
CASH AT END OF PERIOD $7,048 $100
======= =====
The accompanying notes are an integral part of these financial
statements.
</TABLE>
ROYSTON MANNOR ESTATES, INC.
(A DEYELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31,1999, AND DECEMBER 31, 1998
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on December 31, 1998, under the laws of
the State of Nevada. The business purpose of the Company is primarily
to effect a merger or acquisition with a private entity. Secondarily,
such a merger may allow research and development of a wholesale and
retail winery.
The Company will adopt accounting policies and procedures based upon
the nature of future transactions.
NOTE B OFFERING COSTS
Offering costs are reported as a reduction in the amount of paid-in
capital received for sale of the shares.
NOTE C EARNINGS (LOSS) PER SHARE
Basic EPS is determined using net income divided by the weighted
average shares outstandin3 during the period. Diluted EPS is computed
by dividing net income by the weighted average shares outstanding,
assuring all dilative potential common shares were issued. Since the
Company has no common shares that are potentially issuable, such as
stock options, convertible securities or warrants, basic and diluted
EPS are the same.
NOTE D STOCK OFFERINGS
In March of 1999, the Company completed the sale of 200,000 shares of
its common stock at $.10 per share for a total of $20,000. The proceeds
were to be used for the sa for a merger or acquisition candidate.
In October of 1999, the Company sold, by private placement, 50,000
shares of its common stock at $.20 per share for a total of $10,000.
The proceeds were to be used for working capital.
Royston Mannor Estates, Inc.
(A Development Stage Company)
Finacial Statements
March 31, 2000 and March 31, 1999
Table of Contents
Page Number
Independent Accountant's Report 1
Financial Statement
Balance Sheets 2
Statements of Operations and Deficit
Accumulated During the Development Stage 3
Statement of Changes in Stockholders' Equity 4
Statement of Cash Flows 5
Notes to the Financial Statements 6
David E. Coffey
3651 Lindell Road, Suite A
Las Vegas, NV 89103
Independent Auditor's Report
To the Board of Directors and Stockholders
of Royston Mannor Estates, Inc.
Las Vegas, NV
I have audited the accompanying balance sheets of Royston Mannor Estates, Inc.,
(a development stage company) as of March 31, 2000, and March 311, 1999, and the
related statements of operations, cash flows, and changes in stockholders'
equity for the periods then ended, as well as the cumulative period from
December 31, 1998, (date of reception) to March 31, 1999. These statements are
the responsibility of Royston Mannor Estates, Inc.'s management. My
responsiblity is to express an opinion on these financial statements based on my
audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the accompanying financial statements present fairly, in all
material respects, the financial position of Royston Mannor Estates, Inc., as
of March 31, 2000, and March 31, 1999, and the results of operations, cash
flows, and changes in stockholders' equity for the periods then ended, as well
as the cumulative period from December 31, 1998, in conformity with generally
accepted accounting principles.
David Coffey, CPA
Las Vegas, Nevada
May 19, 1999
<TABLE>
Royston Mannor Estates, Inc.
(A Development Stage Company)
Balance Sheets
<CAPTION>
<S> <C> <C>
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
ASSETS
Cash $ 1058 $ 78
-------------- --------------
Total Assets $ 1058 $ 78
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 5,400 $ 400
-------------- --------------
Total Liabilities 5,400 400
Stockholders' Equity
Common stock, authorized 50,000,000
shares at $0.001 par value, issued
outstanding 350,000 shares and
100,000 shares, respectively 350 300
Additional paid in capital 26,750 19,800
Deficit accumulated during the
development stage (31,442) (20,422)
--------------- --------------
Total Liabilities and Stockholders'
Equity $ 1,058 $ 78
=============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
ROYSTON MANNOR ESTATES, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING DEVELOPMENT STAGE
(WITH CUMULATIVE FIGURES FROM INCEPTION)
<CAPTION>
<S> <C> <C> <C>
FROM INCEPTION
JAN. 1, 2000 TO JAN. 1, 1999 TO DEC. 31, 1998 TO
MAR. 31, 2000 MAR. 31, 1999 MAR. 31, 2000
--------------- --------------- ----------------
INCOME $ 0 $ 0 $ 0
EXPENSES
Organizational expenses 0 0 0
Consulting 5,990 20,000 25,990
Professional fees 5,000 0 5,000
Office expenses 0 22 52
--------------- ---------------- ----------------
Total expenses 10,990 20,022 31,442
Net loss (10,990) (20,022) $ (31,442)
Retained Earnings,
beginning of period (20,452) (400)
--------------- ---------------- ----------------
Deficit accumulated during
the development stage $ (31,442) $ (20,422)
=============== ================
Earnings (loss) per share
assuming dilution:
Net loss $ (0.03) $ (0.09) $ (0.11)
=============== ================ ================
Weighted average shares
outstanding 350,000 233,333 281,250
=============== ================ ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
ROYSTON MANNOR ESTATES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 31, 1998, (DATE OF INCEPTION) TO
MARCH 31, 2000
<S> <C> <C> <C> <C>
Common Stock Additional Total
Shares Amount Paid in Capital
-------- -------- --------------- ---------
Balance,
December 31, 1998 - - - -
Issuance of common stock
for cash December 1998 100,000 $100 0 100
Less net loss 0 0 0 (400)
-------- --------- --------------- ---------
Balance,
December 31, 1998 100,000 $100 0 (300)
Issuance of common stock
for cash March 1999 200,000 $200 19,800 20,000
Less offering costs 0 0 (3,000) (3,000)
Issuance of common stock
for cash October, 1999 50,000 $50 $ 9,950 $10,000
Less net loss 0 0 0 (20,052)
-------- --------- --------------- --------
Balance,
December 31, 1999 350,000 $350 $26,750 $6,648
Less net loss 0 0 0 (10,990)
-------- --------- --------------- --------
Balance,
March 31, 2000 350,000 $350 $26,750 $ (4,342)
======== ========= =============== ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<TABLE>
ROYSTON MANNOR ESTATES, INC.
(A DEVELOPMENT STAGE COMANY)
STATEMENTS OF CASH FLOWS
(WITH CUMULATIVE FIGURES FROM INCEPTION
<S> <C> <C> <C>
FROM INCEPTION
JAN. 1, 2000 TO JAN. 31, 2000 TO DEC. 31, 1998, TO
MAR. 31, 2000 MAR. 31, 1999 MAR. 31, 2000
--------------- ---------------- --------------
CASH FLOWS PROVIDED BY
OPERATION ACTIVITES
Net loss $ (10,990) $ (20,220) $ (31,442)
Non-cash items provided in net loss 0 0 0
Adjustments to reconcile net loss
to cash used by operating activity
Account payable 5,000 0 5,400
--------------- ---------------- --------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (5,990) (20,022) (26,042)
CASH FLOWS USED BY
INVESTING ACTIVITIES 0 0 0
CASH FLOWS FROM FINNANCING
ACTIVITIES
Sale of common stock 0 200 350
Paid-in capital 0 19,800 29,750
Less offering costs 0 0 (3,000)
--------------- --------------- -------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 20,000 27,100
--------------- ---------------- -------------
NET INCREASE IN CASH (DECREASE) (5,990) (22) $ 1058
==============
CASH AT BEGINNING OF PERIOD 7,048 100
--------------- -----------------
CASH AT END OF PERIOD $ 1,058 $ 78
=============== =================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
ROYSTON MANNOR ESTATES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000, AND MARCH 31, 1999
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on December 31, 1998, under the laws of the
STATE of NEVADA. The business purpose of the Company is primarily to
effect a merger or acquisition with a privated entity. Secondarily,
such a merger may allow research and development of a wholesale and
retail winery.
The Company will adopt accounting policies and procedures based upon the
nature of future transactions.
NOTE B OFFERING COSTS
Offering costs are reported as a reduction in the amount of paid-in
capital received for sale of the shares.
NOTE C EARNINGS (LOSS) PER SHARE
Basic EPS is determined using net income divided by the weighted average
shares outstanding during the period. Diluted EPS is computed by
dividing net income by the weighted average shares outstanding, assuming
all dilutive potential common shares were issued. Since the Company has
no common shares that are potentially issuable, such as stock options,
convertible securities or warrants, basic and diluted EPS are the same.
NOTE D STOCK OFFERINGS
In March of 1999, the Company completed sale of 200,000 shares of its
common stock at $0.10 per share for a total of $20,000. The proceeds
