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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2000
Commission File Number: 000-0-9879
Vacation Ownership Marketing, Inc. (A Development Stage Company)
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(Exact name of small business issuer as specified in its charter)
Florida 13-2648442
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(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2525 Fifteenth Street, Suite 3H
Denver, Colorado 80211
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(Address of principal executive offices including zip code)
(303) 480-5037
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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___
As of November 30, 2000, the Registrant had 15,000,000 shares of common stock,
no par value per share, outstanding.
Transitional Small Business Disclosure Format (check one): Yes__ No X
INDEX
Page
Number
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Part I. Financial Information
Item I. Financial Statements
Review Report of Independent Certified
Public Accountant 3
Balance Sheets as of November 30, 2000
and May 31, 2000 4
Statements of Operations, Three Months
Ended November 30, 2000 and 1999 5
Statements of Operations, Six Months
Ended November 30, 2000 and 1999 6
Statements of Cash Flows, Three Months
Ended November 30, 2000 and 1999 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 9
Part II. Other Information 10
2
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REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors
Vacation Ownership Marketing, Inc.
(A Development Stage Company)
Denver, CO 80211
We have reviewed the accompanying balance sheet of Vacation
Ownership Marketing, Inc. (A Development Stage Company) as of
November 30, 2000, and the related statements of operations and
cash flows for the three months and six months then ended, in
accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public
Accountants. All information included in these financial
statements is the representation of the management of Vacation
Ownership Marketing, Inc. (A Development Stage Company).
A review of interim financial statements consists principally of
inquiries of Company personnel responsible for financial matters
and analytical procedures applied to financial data. It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements in
order for them to be in conformity with generally accepted
accounting principles.
/s/ Miller and McCollom
Miller and McCollom
Certified Public Accountants
7400 W. 14th Avenue
Lakewood, Colorado 80215
January 10, 2001
3
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Vacation Ownership Marketing, Inc.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
November 30 May 31
2000 2000
------------ -----------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 308 $ 10,000
Prepaid expenses - 91,205
----------- ----------
Total Assets $ 308 $ 101,205
=========== ==========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<S> <C> <C>
Current Liabilities $ 575 $ 784
----------- ----------
Total Liabilities 575 784
----------- ----------
Stockholders' Equity (Deficit):
Common Stock, $.01 par value,
15,000,000 shares authorized
15,000,000 shares issued and
outstanding 150,000 150,000
Additional paid-in capital 2,017,488 2,017,488
Accumulated (deficit) (2,167,755) (2,067,067)
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Total Stockholders' Equity (Deficit) (267) 100,421
----------- ----------
Total Liabilities and Stockholders' Equity
(Deficit) $ 308 $ 101,205
=========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
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Vacation Ownership Marketing, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the period
from May 7, 2000
(date of renewal
of corporate
charter)
Three Months Ended through
November 30, November 30, November 30,
2000 1999 2000
----------- ----------- ------------
<S> <C> <C> <C>
Revenues $ - $ - $ -
----------- ----------- -------------
Expenses:
Professional fees - - 91,205
Accounting and audit fees 70 8,228
Administrative and other 1,255 - 1,255
----------- ----------- -------------
Total Expenses 1,325 - 100,688
----------- ----------- -------------
Net (Loss) $ (1,325) $ - $ (100,688)
----------- ----------- -------------
Per Share $ nil $ nil nil
=========== =========== =============
Weighted Average Number
of Shares Outstanding 15,000,000 5,879,502 15,000,000
=========== =========== =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
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Vacation Ownership Marketing, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the period
from May 7, 2000
(date of renewal
of corporate
charter)
Three Months Ended through
November 30, November 30, November 30,
2000 1999 2000
------------ ------------ -------------
<S> <C> <C> <C>
Revenues $ - $ - $ -
----------- ----------- -------------
Expenses:
Professional fees 91,205 - 91,205
Accounting and audit fees 8,228 8,228
Administrative and other 1,255 - 1,255
----------- ----------- -------------
Total Expenses 100,688 - 100,688
----------- ----------- -------------
Net (Loss) $ (100,688) $ - $ (100,688)
----------- ----------- -------------
Per Share $ nil $ nil nil
=========== =========== =============
Weighted Average Number
of Shares Outstanding 15,000,000 5,879,502 15,000,000
=========== =========== =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
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Vacation Ownership Marketing, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the period
from May 7, 2000
(date of renewal
of corporate
charter)
Three Months Ended through
November 30, November 30, November 30,
2000 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
Cash Flows from Operating
Activities:
Net (loss) $ (100,688) $ - $ (100,688)
Decrease in prepaid expenses 91,205 - 91,205
(Decrease) in accounts
payable (209) - (209)
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Net Cash Provided By Operating
Activities (9,692) - (9,692)
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Cash Flows from Investing
Activities:
---------- ----------- -----------
Net Cash (Used in) Investing
Activities - - -
---------- ---------- -----------
Cash Flows from Financing
Activities:
---------- ---------- -----------
Net Cash Provided by Financing
Activities - -
---------- ---------- -----------
(Decrease) in Cash (9,692) - (9,692)
Cash, Beginning of Period 10,000 - 10,000
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Cash, End of Period $ 308 $ - $ 308
========== ========== ===========
Interest Paid $ - $ - $ -
========== ========== ===========
Income Taxes Paid $ - $ - $ -
========== ========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
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Vacation Ownership Marketing, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2000 (Unaudited)
(1) Condensed Financial Statements
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The financial statements included herein have been prepared by Vacation
Ownership Marketing, Inc. (A Development Stage Company) without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in the financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted as allowed by such
rules and regulations, and Vacation Ownership Marketing, Inc. (A Development
Stage Company) believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these financial
statements be read in conjunction with the May 31, 2000 audited financial
statements and the accompanying notes thereto. While management believes
the procedures followed in preparing these financial statements are
reasonable, the accuracy of the amounts are in some respect's dependent upon
the facts that will exist, and procedures that will be accomplished by
Vacation Ownership Marketing, Inc. (A Development Stage Company) later in
the year.
The management of Vacation Ownership Marketing, Inc. (A Development Stage
Company) believes that the accompanying unaudited condensed financial
statements contain all adjustments (including normal recurring adjustments)
necessary to present fairly the operations and cash flows for the periods
presented.
(2) Start-up Costs
-------------------
The Company adopted Statement of Position No. 98-5 ("SOP 98-5"), "Reporting the
Costs of Start-Up Activities." SOP 98-5 requires that all non-governmental
entities expense the cost of start-up activities, including organizational costs
as those costs are incurred. Prepaid costs of $91,205 at May 31, 2000 were
incurred and expensed during the quarter ended August 31, 2000.
8
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Vacation Ownership Marketing, Inc. (A Development Stage Company) ("Company")
was incorporated in Delaware as Magness Communications Corp. in 1969 and
changed its name to its present name in 1980. Coinciding with the name
change the Company changed its business to the development and marketing of
time-shared condominiums which it continued until 1983. During that year,
the Company experienced financial difficulties and encountered adverse
litigation. The Company's charter expired until May 7, 2000, when a
certificate of renewal was issued. It is management's plan to start a new
business or seek a business combination.
The Company generated no revenues during the quarter ended November 30, 2000,
and management does not anticipate any revenues until following the conclusion
of a merger or acquisition, if any, as contemplated by the Company's business
plan.
The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
At November 30, 2000, the Company had no material commitments for capital
expenditures.
9
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None.
10
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SIGNATURES
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.
(REGISTRANT) Vacation Ownership Marketing, Inc.
(A Development Stage Company)
BY(Signature) By: /s/ Peter Porath
(Date) January 12, 2001
(Name and Title) Peter Porath, President
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
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27. FINANCIAL DATA SCHEDULE Filed herewith electronically
