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 June 30, 2000
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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)
3040 East Commercial Boulevard, Ft. Lauderdale, FL. 33308
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(Address of Principal Executive Offices)
(954) 772-2297
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(Registrant's Telephone Number)
CORRECTIONS SERVICES, INC.
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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.
15,000,000 SHARES OF COMMON STOCK, OF $.0001 PAR VALUE WERE ISSUED AS OF
AUGUST 1, 2000.
<PAGE>
RAM VENTURE HOLDINGS CORP. F/K/A
CORRECTIONS SERVICES, INC. AND SUBSIDIARY
INDEX
-----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 2000 (Unaudited)
and December 31, 1999 (Audited).
Consolidated Statement of Operations - Three months and
six months ended June 30, 2000 and 1999 (Unaudited).
Consolidated Statement of Shareholders' Equity - December
31, 1996 through June 30, 2000.
Consolidated Statement of Cash Flows - Six months ended
June 30, 2000 and 1999 (Unaudited).
Notes to Consolidated Financial Statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results ofOperations.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Securityholders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
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RAM VENTURE HOLDINGS CORP. F/K/A
CORRECTIONS SERVICES, INC. AND SUBSIDIARY
PART I - FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
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<PAGE>
RAM VENTURE HOLDINGS CORP. F/K/A
CORRECTIONS SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
-------
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 368,119 $ 22,059
Accounts receivable - affiliate 12,500 12,500
Investment in marketable
securities 604,824 523,479
Dividends receivable 10,730 8,475
Notes receivable - Affiliate 145,000 95,000
Other 3,711 3,089
---------- ----------
TOTAL CURRENT ASSETS 1,144,884 664,602
OTHER 1,601 1,671
---------- ----------
TOTAL ASSETS $1,146,485 $ 666,273
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued
expenses $ 5,080 $ 1,390
---------- ----------
TOTAL CURRENT LIABILITIES 5,080 1,390
---------- ----------
SHAREHOLDERS' EQUITY
Common stock $.0001 par value;
authorized 25,000,000 shares in
2000 and 10,000,000 shares in
1999; issued 15,000,000 shares
in 2000 and 7,586,825 shares
in 1999; outstanding, 15,000,000
shares in 2000 and 6,276,900
shares in 1999 1,500 759
Additional paid-in capital 2,721,891 2,900,667
Accumulated deficit (1,581,986) (1,646,816)
---------- ----------
1,141,405 1,254,610
Less treasury stock, 1,309,925
shares at December 31, 1999 - (589,727)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 1,141,405 664,883
---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $1,146,485 $ 666,273
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
RAM VENTURE HOLDINGS CORP. F/K/A
CORRECTIONS SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Dividends and interest $ 17,214 $ 12,847 $ 31,230 $ 26,023
Realized and unrealized gain
(loss) on marketable securities 13,930 30,633 98,762 3,768
----------- ---------- ----------- ----------
31,144 43,480 129,992 29,791
COST AND EXPENSES:
General and administrative 36,339 25,498 65,162 138,939
----------- ---------- ----------- ----------
NET INCOME (LOSS) $ (5,195) $ 17,982 $ 64,830 $ (109,148)
=========== ========== =========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 12,474,436 7,586,825 10,030,634 7,538,881
=========== ========== =========== ==========
NET INCOME (LOSS) PER COMMON SHARE $ - $ - $ .01 $ (.01)
=========== ========== =========== ==========
</TABLE>
See accompanying notes to consolidated financial statements
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<PAGE>
RAM VENTURE HOLDINGS CORP. F/K/A
CORRECTIONS SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FROM DECEMBER 31, 1996 THROUGH JUNE 30, 2000
<TABLE>
<CAPTION>
Common Stock
$.0001 Par Value Additional
Authorized 10,000,000 Shares Paid-In Accumulated Treasury
Shares Amount Capital (Deficit) Stock Total
---------- ------ ----------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1996 5,126,900 $ 528 $ 2,095,391 $ (999,263) $(26,650) $1,070,006
Purchase of treasury shares (522,500) - - - (94,985) (94,985)
Sale of treasury shares 462,500 - - - 75,952 75,952
Acquisition of:
Hi-Tech Leasing, Inc. 2,000,000 200 736,788 - - 736,988
Professional
Programmers, Inc. 150,000 - (10,512) - 26,650 16,138
Net Loss for period - - - (137,759) - (137,759)
---------- ------ ----------- ----------- -------- ----------
Balance - December 31, 1997 7,216,900 728 2,821,667 (1,137,022) (19,033) 1,666,340
Proceeds from disposition
of subsidiary (1,309,925) - - - (589,727) (589,727)
Sale of treasury shares 60,000 - - - 19,033 19,033
Net Loss for period - - - (152,362) - (152,362)
---------- ------ ----------- ----------- -------- ----------
Balance - December 31, 1998 5,966,975 728 2,821,667 (1,289,384) (589,727) 943,284
Issuance of 309,925 shares 309,925 31 79,000 - - 79,031
Net Loss for period - - - (357,432) - (357,432)
---------- ------ ----------- ----------- -------- ----------
Balance - December 31, 1999 6,276,900 759 2,900,667 (1,646,816) (589,727) 664,883
Sale of 1,309,925 from
treasury 1,309,925 - (589,727) - 589,727 -
Sale of 7,413,167 new
shares 7,413,167 741 410,951 - - 411,692
Adjustment for fractional
shares 8 - - - - -
Net Income for period - - - 64,830 - 64,830
---------- ------ ----------- ----------- -------- ----------
Balance - June 30, 2000 15,000,000 $1,500 $ 2,721,891 $(1,581,986) $ - $1,141,405
========== ====== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
RAM VENTURE HOLDINGS CORP. F/K/A
CORRECTIONS SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
Six Months Ended
June 30, June 30,
2000 1999
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 64,830 $ (109,148)
---------- ----------
Adjustments to reconcile net income
(loss) to net cash (used in)
provided by operating activities:
Depreciation - 101
Loss on sale of marketable
securities 18,958 25,270
Allowance for market decline
of securities (117,720) (29,038)
Issuance of common stock for services - 79,031
Changes in operating assets
and liabilities (net of business sold):
(Increase) decrease in accounts
receivable - other (2,255) 20,871
(Increase) decrease in other assets (552) 1,226
Increase in accounts payable
and accrued expenses 3,690 902
Purchase of marketable securities (66,063) (136,280)
Proceeds from sale of marketable
securities 83,480 384,913
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Total adjustments (80,462) 346,996
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Net cash provided by (used in)
operating activities (15,632) 237,848
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CASH FLOWS FROM INVESTING ACTIVITIES:
Advances on notes receivable
- affiliate (18,500) (12,000)
- other - (150,000)
---------- ----------
Net cash provided by (used in)
investing activities (18,500) (162,000)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock 380,192 -
---------- ----------
Net cash provided by
financing activities 380,192 -
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NET INCREASE IN CASH AND
CASH EQUIVALENTS 346,060 75,848
CASH AND CASH EQUIVALENTS -
Beginning of period 22,059 73,593
---------- ----------
End of period $ 368,119 $ 149,441
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
RAM VENTURE HOLDINGS CORP. F/K/A
CORRECTIONS SERVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
June 30, 2000
(Unaudited)
NOTE 1 - FAIR PRESENTATION
-----------------
The balance sheet as of June 30, 2000, the statement of
operations for the three months and six months ended June
30, 2000 and 1999, the statement of shareholders' equity
as of June 30, 2000 and the statement of cash flows for
the six months ended June 30, 2000 and 1999, have been
prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal
recurring accruals) necessary to present fairly the
financial position and results of operations at June 30,
2000 and for all periods presented have been made.
The condensed financial statements as of December 31,
1999, 1998 and 1997 have been derived from audited
financial statements.
The operations for the six months ended June 30, 2000,
are not necessarily indicative of the results of
operations to be expected for the Company's fiscal year.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance
with generally accepted accounting principles have been
condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction
with the consolidated financial statements and notes
thereto as of December 31, 1999, and for the year then
ended.
NOTE 2 - BASIS OF PRESENTATION
---------------------
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.
NOTE 3 - EARNINGS (LOSS) PER SHARE
-------------------------
For the six month periods ended June 30, 2000 and 1999,
per share information was computed using the weighted
average number of common shares outstanding during the
periods.
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<PAGE>
RAM VENTURE HOLDINGS CORP. F/K/A
CORRECTIONS SERVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
June 30, 2000
(Unaudited)
NOTE 4 - INVESTMENT IN MARKETABLE SECURITIES
-----------------------------------
The Company's investment in marketable securities
consists of trading securities which are carried at
market value in the accompanying balance sheets.
Unrealized gains and losses resulting from fluctuations
in market price are reflected in the statement of
operations.
NOTE 5 - INCOME TAXES
------------
The Company does not provide for any income taxes since
it has net operating losses to offset any provision for
income taxes. The Company has fully reserved for the
benefit of the net operating loss carryforwards.
NOTE 6 - SHAREHOLDERS' EQUITY
--------------------
At year end 1999, the Company's Board of Directors
authorized the issuance of 2,413,167 shares of previously
unissued restricted common stock, and 1,309,925 shares of
its restricted treasury stock in exchange for cash in the
amount of $68,192 and notes totaling $43,500, or $.03 per
share, to longstanding affiliates. The shares were
issued on April 3, 2000, fully paid and non-assessable.
The notes bear interest at the rate of eight percent (8%)
per annum. The result of this transaction is an increase
in shareholders equity of $111,692 with a corresponding
increase in current assets. On May 5, 2000, the Company
was authorized to issue a total of 15,000,000 shares of
common stock having a $.0001 par value.
On June 6, 2000, the Company reached an agreement with
RAM Capital Management and its principal, Steve Oshinsky
to acquire a substantial ownership interest in the
Company's common stock. Ram Capital Management has
purchased 5,000,000 shares of the Company's authorized
but previously unissued common stock for the sum of
$300,000. Upon purchase of its restricted common stock,
RAM Capital Management owns 33% of the Company issued and
outstanding capital stock. The result of this
transaction was an increase in shareholders' equity with
a corresponding increase in current assets.
NOTE 7 - POST-BALANCE SHEET EVENT
------------------------
On July 7, 2000, the Company was authorized to change its
name to RAM Venture Holdings Corp. In addition, the
Company was authorized to issue a total of 25,000,000
shares of common stock having a $.0001 par value.
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<PAGE>
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.
Financial Condition. At June 30, 2000, the Company had
current assets of $1,144,884 as compared to $664,602 at December
31, 1999, total assets of $1,146,485 as compared to $666,273 at
December 31, 1999, and shareholders' equity of $1,146,485 as
compared to $664,883 as of December 31, 1999. The increase in
current assets and total assets was primarily the result of the
Company's increase in cash and marketable securities. The increase
in shareholders' equity was primarily the result of the Company's
issuance of common stock during the period.
Liquidity. The Company had a net increase in cash and cash
equivalents for the six months ended June 30, 2000 of $346,060,
cash and cash equivalents at June 30, 2000 of $368,119, and cash
and cash equivalents of $22,059 at December 31, 1999.
The Company continues to have no fixed executory obligations.
Capital Resources. The Company has no present material
commitments for additional capital expenditures. The Company has
no outstanding credit lines or loan commitments in place and has no
immediate need for additional financial credit.
Results of Operations. The Company's revenues for the six
months ended June 30, 2000, were derived from investment
activities.
The Company's revenues increased $100,201 to $129,992 for the
six months ended June 30, 2000. Revenues for the six months ended
June 30, 1999 were $29,791. The principal reason for increased
revenue was an increase in realized and unrealized gain on
marketable securities. The Company's revenues decreased $12,336 to
$31,144 for the three months ended June 30, 2000, as compared to
$43,480 for the same period of 1999. The principal reason for
decreased revenue was a decrease in realized and unrealized gain on
marketable securities.
Costs and expenses decreased $73,777 to $65,162 for the six
months ended June 30, 2000. Costs and expenses for the six months
ended June 30, 1999 were $138,939. The decrease was principally
due to a decrease in general and administrative expenses. The
Company realized net income of $64,830 for the six months ended
June 30, 2000, as compared to a net loss of $109,148 for the same
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period last year. The increase in net income was primarily due to
a decrease in operating expenses, and an increase in realized and
unrealized gain on marketable securities. Costs and expenses
increased $10,841 to $36,339 for the three months ended June 30,
2000, as compared to $25,498 for the same period last year,
principally due to an increase in general and administrative
expenses. The Company realized a net loss of $5,195 for the three
months ended June 30, 2000, as compared to net income of $17,982
for the same period last year. The decrease in net income was
primarily due to a decrease in gain on marketable securities.
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 six months ended June 30, 2000.
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<PAGE>
RAM VENTURE HOLDINGS CORP. F/K/A
CORRECTIONS SERVICES, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
--------------------------------------------------
On April 27, 2000, the Registrant's Board of Directors
voted to recommend amending the Company's Articles of
Incorporation to increase its authorized Common Stock
from 10,000,000 shares to 25,000,000 shares to facilitate
further merger or acquisition opportunities, if any. On
May 2, 2000, by written action without a special meeting,
shareholders representing more than sixty percent (60%)
of the shares eligible consented to increasing the
Registrant's authorized capital stock from 10,000,000 to
25,000,000 shares. The Company accordingly, amended its
Articles of Incorporation to reflect its authorized
Common Stock to be 25,000,000 shares.
ITEM 5. - OTHER INFORMATION
-----------------
Cancellation of Letter of Intent
--------------------------------
On March 3, 2000, the Registrant entered into a Letter of
Intent to acquire all of the assets and operations of
Truck Farm, Inc., a closely-held South Carolina
corporation with principal offices in Georgetown, South
Carolina. Pursuant to the terms of the Letter of Intent,
during the course of mutual due diligence by the
Registrant and by Truck Farm, Inc., Corrections Services,
Inc. was to determine whether to acquire either all of
the issued and outstanding capital stock of Truck Farm,
Inc. or all of its assets in a transaction in which the
business operations of Truck Farm, Inc. would have become
the business operations of the Registrant upon completion
of the acquisition transaction. The intended acquisition
transaction contemplated an exchange of Truck Farm common
stock or assets in exchange for restricted Common Stock
of Corrections Services, Inc. upon terms and conditions
to be determined after the completion of both companies'
due diligence, a process which was anticipated to take
approximately ninety days. The Registrant was informed on
or about April 24, 2000 however that Truck Farm, Inc. had
chosen to withdraw from the intent to effect some form of
business combination with the Registrant. The Registrant
was at that point engaged in its due diligence. The
Company expected to enter into a definitive agreement of
merger or purchase upon completion of those efforts.
There was no assurance that one or more insurmountable
obstacles to the companies' intentions in the
contemplated transaction would not have arisen and
precluding the Company from entering into a definitive
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<PAGE>
ITEM 5. - OTHER INFORMATION (Cont'd)
-----------------
agreement or from implementing the terms of the
definitive agreement. Withdrawal by the target company
however was not anticipated by the Registrant. The
Company intends to resume its search for a suitable
acquisition, merger or other form of business
combination.
Issuance of Additional Common Stock
-----------------------------------
At year end 1999, the Company's Board of Directors
authorized the issuance of 2,413,167 shares of previously
unissued restricted common stock, and 1,309,925 shares of
its restricted treasury stock in exchange for cash in the
amount of $68,192 and notes totaling $43,500, or $.03 per
share, to longstanding affiliates. The shares were issued
on April 3, 2000, fully paid and non-assessable. The
notes bear interest at the rate of eight percent (8%) per
annum. The result of this transaction is an increase in
shareholders equity of $111,692 with a corresponding
increase in current assets. Total shares of the Company's
common stock issued and outstanding after giving effect
to the transaction was 10,000,000 shares.
On June 6, 2000, the Company reached agreement with RAM
Capital Management and its principal, Mr. Steven
Oshinsky, to render significant management consultation
to the Company, to acquire a substantial ownership
interest in the Company's Common Stock and to potentially
assume a vacant seat on the Company's Board of Directors.
RAM Capital Management purchased 5,000,000 shares of the
Company's authorized but previously unissued Common Stock
for the sum of Three Hundred Thousand ($300,000) Dollars
or $.06 per share and agreed to immediate engagement as
the Company's management consultant.
With issuance of the stock purchased in the transaction,
the Company has 15,000 shares of its Common Stock issued
and outstanding. The result of this transaction is an
increase in the shareholders' equity of $300,000 with a
corresponding increase in its current assets.
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
On March 3, 2000, the Registrant filed a Current Report
on Form 8-K dated February 15, 2000, and reporting the
Registrant's change of certifying auditors.
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<PAGE>
On March 9, 2000, the Registrant filed a Current Report
on Form 8-K dated March 3, 2000, reporting that the
Registrant had entered into a Letter of Intent to acquire
all of the assets and operations of Truck Farm, Inc., a
closely-held South Carolina corporation. See December 31,
1999, Form 10-K, Part I., Item 1. Business, Truck Farm,
Inc.
On April 26, 2000, the Registrant filed a Current Report
on Form 8-K dated April 24, 2000, reporting the
withdrawal of Truck Farm, Inc. from the March 3, 2000
acquisition Letter of Intent.
On June 7, 2000, the Registrant filed a current report on
Form 8-K dated June 6, 2000, reporting changes in control
of the Registrant.
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<PAGE>
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.
RAM VENTURE HOLDINGS CORP.
F/K/A CORRECTIONS SERVICES, INC.
Date: August 11, 2000 By:/s/Norman H. Becker
----------------------------
Norman H. Becker, President
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