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 Quarter Ended June 30, 2000 Commission File Number: 033-12507-NY
RAMOIL MANAGEMENT, LTD.
--------------------------------------------------
(Exact name of registrant as specified in charter)
DELAWARE 13-3437739
------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Indentification No.)
incorporation or organization)
1877 SOUTH FEDERAL HIGHWAY, SUITE 202
BOCA RATON, FLORIDA 33432
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(516) 338-5611
----------------------------------------------------
(Registrant's telephone number, including area code)
2424 NORTH FEDERAL HIGHWAY, SUITE 350, BOCA RATON, FLORIDA 33431
----------------------------------------------------------------
(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 ___
The number of shares of common stock outstanding as of June 30, 2000 was
37,428,160
1
<PAGE>
RAMOIL MANAGEMENT, LTD.
AND CONSOLIDATED SUBSIDIARY COMPANIES
INDEX
PART I - FINANCIAL INFORMATION PAGE
------------------------------ ----
Item 1. Financial Statements:
Unaudited Consolidated Balance Sheet as of June 30, 2000
and December 31, 1999 3
Unaudited Consolidated Statement of Operations as of the Three
Months and Six Months Ended June 30, 1999 and June 30, 2000 4
Unaudited Consolidated Statement of Cash Flows as of the Six
Months Ended June 30, 1999 and June 30, 2000 5
Unaudited Consolidated Statement of Owner's Equity for the
Period January 1, 2000 to June 30, 2000 6
Notes to the Unaudited Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
PART II - OTHER INFORMATION
------------------------------
Item 1. Legal Information 26
Item 2. Changes in Securities and use of Proceeds 27
Item 3. Defaults upon Senior Securities 27
Item 4. Submission of Matters to Vote of Security Holders 27
Item 5. Other Information 28
Item 6. Exhibits and Reports on Form 8-K 28
Signatures 29
2
<PAGE>
ITEM 1. Financial Statements
RAMOIL MANAGEMENT LTD.
AND CONSOLIDATED SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
06/30/00 12/31/99
ASSETS
<S> <C> <C>
Current assets:
Cash on deposit $15,593 $0
Trade accounts receivable 496,517 974,088
Inventories 804,730 792,100
Prepaid expenses 172,699 148,411
--------------- ---------------
Total current assets 1,489,539 1,914,599
Other assets:
Due from affiliates 830,968 868,457
Taxes receivable 657,528 657,528
Other assets 8,263 8,263
Notes receivable 2,260,000 2,260,000
Property, plant, and equipment (net of accumulated depreciation) 6,951,636 6,791,491
Goodwill (net of accumulated amortization) 148,212 179,576
--------------- ---------------
Total assets $12,346,146 $12,679,914
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses 2,635,306 3,627,791
Debentures payable 1,575,000 0
Other current liabilities 136,889 126,418
--------------- ---------------
Total current liabilities 4,347,195 3,754,209
Long term liabilities:
Secured bank loans payable 1,246,162 1,342,497
Advances payables 2,874,214 2,874,214
Common Stock, par value $.00002 per share, 300,000,000 shares authorized:
37,428,160 shares issued and outstanding at June 30, 2000 and
27,856,660 at December 31, 1999 749 557
Contributed Capital in excess of stated value 17,386,644 13,336,836
Other comprehensive income- currency translation 163,046 108,919
Accumulated deficit (13,671,864) (8,737,318)
--------------- ---------------
Total shareholders' equity 3,878,575 4,708,994
--------------- ---------------
Total Liabilities & Shareholders' Equity $12,346,146 $12,679,914
=============== ===============
</TABLE>
Please see accompanying notes to these financial statements.
3
<PAGE>
RAMOIL MANAGEMENT LTD.
AND UNCONSOLIDATED SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
FOR OF THE THREE AND SIX MONTHS ENDING JUNE 30, 2000 AND JUNE 30, 1999
<TABLE>
<CAPTION>
Six months Six months Three months Three months
6/30/00 6/30/99 6/30/00 6/30/99
<S> <C> <C> <C> <C>
Revenues:
Gross Sales $146,992 $1,427,297 $126,518 $982,574
Less cost of sales (201,951) (857,816) (190,441) (632,605)
-------------- --------------- --------------- ---------------
Gross profit on sales (54,959) 569,481 (63,923) 349,969
Less operating expenses:
General administration (4,784,234) (706,695) (4,450,960) (404,344)
-------------- --------------- --------------- ---------------
Net income (loss) from operations (4,839,193) (137,214) (4,514,883) (54,375)
Other revenues and expenses:
Interest expense (95,353) (166,837) (56,225) (127,291)
-------------- --------------- --------------- ---------------
Net income (loss) before provision for income taxes (4,934,546) (304,051) (4,571,108) (181,666)
Provision for income taxes 0 0 0 0
-------------- --------------- --------------- ---------------
Net income (loss) ($4,934,546) ($304,051) ($4,571,108) ($181,666)
============== =============== =============== ===============
Earnings per share:
Basic ($0.15) ($0.01) ($0.13) ($0.01)
Weighted average of Common Shares:
Basic 32,157,085 28,215,085 36,362,995 28,215,085
</TABLE>
Please see accompanying notes to these financial statements.
4
<PAGE>
RAMOIL MANAGEMENT LTD.
AND UNCONSOLIDATED SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR OF THE SIX MONTHS ENDING JUNE 30, 2000 AND JUNE 30, 1999
<TABLE>
<CAPTION>
6/30/00 6/30/99
<S> <C> <C>
Operating Activities:
Net income (loss) ($4,934,546) ($304,053)
Adjustments to reconcile net income items
not requiring the use of cash:
Depreciation 38,645 28,700
Amortization of goodwill 31,364 10,390
Consulting expense 4,050,000 0
Changes in other operating assets and liabilities:
Trade accounts receivable 477,571 (1,008,488)
Inventories (12,630) (14,670)
Prepaid expenses (24,288) 0
Taxes receivable 0 47,791
Other assets 0 46,146
Accounts payable and accrued expenses (992,485) 452,109
Pensions & benefits payable 0 (370,953)
Advances payable 0 1,945,198
Other current liabilities 10,471 0
--------------- ---------------
Net cash provided by (used by) operations (1,355,898) 832,170
Investing Activities:
Purchase of property and equipment (198,790) (1,156,647)
--------------- ---------------
Net cash provided by (used by) investing activities (198,790) (1,156,647)
Financing Activities:
Proceeds from debentures 1,575,000 0
Borrowings from banks (96,335) 0
Advances from affiliates 37,489 233,743
--------------- ---------------
Net cash provided by (used by) financing activities 1,516,154 233,743
--------------- ---------------
Change in foreign currency valuation 54,127 133,031
--------------- ---------------
Net increase (decrease) in cash during fiscal year 15,593 42,297
Cash balance at beginning of fiscal year 0 5,681
--------------- ---------------
Cash balance at end of the period $15,593 $47,978
=============== ===============
Supplemental disclosures of cash flow information:
Interest paid during the fiscal year $47,819 $107,990
Income taxes paid during the fiscal year $0 $0
</TABLE>
Please see accompanying notes to these financial statements.
5
<PAGE>
RAMOIL MANAGEMENT LTD.
AND UNCONSOLIDATED SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN OWNERS' EQUITY
FOR THE PERIOD JANUARY 1, 2000 TO JUNE 30, 2000
<TABLE>
<CAPTION>
Other Total
Common stock Paid in Retained Comprehensive Comprehensive
Shares Par Capital Deficit Net Income Total Net Income
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 27,856,660 $557 $13,336,836 ($8,737,318) $108,919 $4,708,994
Shares issued per subscription 2,821,500 57 (57) 0
Shares issued to consultants 6,750,000 135 4,049,865 4,050,000
Foreign currency translation 54,127 54,127 54,127
Net income for the period (4,934,546) (4,934,546) (4,934,546)
----------- ------ ------------- -------------- ------------ -------------- ------------
Balance at June 30, 2000 37,428,160 $749 $17,386,644 ($13,671,864) $163,046 $3,878,575 ($4,880,419)
=========== ====== ============= ============== ============ ============== ============
</TABLE>
Please see accompanying notes to these financial statements.
6
<PAGE>
RAMOIL MANAGEMENT LTD.
AND UNCONSOLIDATED SUBSIDIARY COMPANIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1- Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included. The
results of operations for the six and three months ending June 30, 2000 are not
necessarily indicative of the results to be expected for the full year. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Annual Report of American Corporate Investors
Inc. and subsidiaries (the "Company") Form 10-KSB for the year ending December
31, 1999.
The consolidated financial statements include the accounts of the Company and
its subsidiaries. Significant inter-company balances and transactions have been
eliminated in consolidation.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make reasonable estimates
and assumptions that affect the reported amounts of the assets and liabilities
and disclosure of contingent assets and liabilities and the reported amounts of
revenues and expenses at the date of the financial statements and for the period
they include. Actual results may differ from these estimates.
Note 2- Company Name Change
In June 1996, the Company changed its name from American Corporate Investors
Inc. to Ramoil Management Ltd. This name change did not become effective with
the SEC and NASDAQ OTC:BB until January 2000. In January 2000 the Registrant
also obtained a new cusip number and changed its trading symbol from "ACIZ" to
"RAMO"
7
<PAGE>
Note 3- Stock Split and Convertible Debentures
In January 2000, the Company executed a 5 for 1 forward split of its common
shares. Common stock outstanding increased from 5,571,332 shares to 27,856,660
shares. The par value of each share decreased from $.0001 to $.00002. All prior
year share amounts in these financial statements have been retroactively
restated to show the effects of the stock split.
During the six months ended June 30, 2000, the Company issued convertible
debentures to a financing company with a face value of $1,575,000. The
debentures carry an interest rate of 10%. The debentures are convertible on
demand into 2,625,000 shares of common stock at an exercise price of $.60 per
share.
Note 4- Earnings Per Share
The Company apples SFAS No. 128, Earnings Per Share. In accordance with SFAS No.
128, basic net loss per share has been computed based on the weighted average of
common shares outstanding during the period. The effect of the convertible
debentures on loss per share is not included because their effect would be
anti-dilutive.
Note 5- Common Stock Transactions
During April 2000, the Company issued 6,750,000 to various consultants for
services. The resulting compensation expense is calculated by multiplying the
quoted bid price of the Company's common stock at the date of the issuance by
the number of shares issued.
The total of $4,050,000 has been booked as compensation expense.
In April 2000, the Company issued 2,821,500 shares in accordance with a
subscription agreement executed in October 1999. There are more subscription
agreements outstanding as from 1999 as of June 30, 2000.
Note 6- Segment Information
The Company's business operations are divided into three segments, the
engineering activities of Ramoil Engineering SPA (RME), located in Rimini,
Italy, the construction of a concrete plant in Abu Dhabi, United Arab Emirates
through CityMix, LLC. (CMIX), and the transactions of the corporate office,
Ramoil Management Company (RMC). The corporate office, through its branch office
in Abu Dhabi, is financing the construction of an office building complex in Abu
Dhabi, United Arab Emirates.
The Company's business segments are based upon business units or entities that
offer different products or services or are involved in different capital
projects.
8
<PAGE>
The following is a summary of the Company's segment information for the three
and six months ending June 30, 2000 and June 30, 1999:
<TABLE>
<CAPTION>
Six Months Six Months Three months Three months
6/30/00 6/30/99 6/30/00 6/30/99
<S> <C> <C> <C> <C>
Gross sales:
Engineering $146,992 $1,427,297 $126,518 $982,574
Abu Dhabi 0 0 0 0
------------- ------------ -------------- --------------
Total $146,992 $1,427,297 $126,518 $982,574
============= ============ ============== ==============
Gross profits
Engineering ($54,959) $569,481 ($63,923) $349,969
Abu Dhabi 0 0 0 0
------------- ------------ -------------- --------------
Total ($54,959) $569,481 ($63,923) $349,969
============= ============ ============== ==============
Income (loss) from operations
Engineering ($78,454) $380,153 ($64,820) $237,985
Abu Dhabi (185,083) (67,158) (139,634) (43,726)
Corporate (4,575,656) (450,209) (4,310,429) (248,634)
------------- ------------ -------------- --------------
Total ($4,839,193) ($137,214) ($4,514,883) ($54,375)
============= ============ ============== ==============
Depreciation & amortization
Engineering $26,354 $24,055 $3,756 $2,724
Abu Dhabi 10,499 2,651 5,250 568
Corporate 22,770 22,770 11,204 8,082
------------- ------------ -------------- --------------
Total $59,623 $49,476 $20,210 $11,374
============= ============ ============== ==============
Interest
Engineering $22,300 $166,837 $11,035 $115,413
Abu Dhabi 52,117 0 24,254 0
Corporate 20,936 0 20,936 0
------------- ------------ -------------- --------------
Total $95,353 $166,837 $56,225 $115,413
============= ============ ============== ==============
</TABLE>
6/30/00 12/31/99
Assets
Engineering $4,088,386 $4,464,924
Abu Dhabi 5,757,756 5,690,121
Corporate 2,500,004 2,524,869
------------- ------------
Total $12,346,146 $12,679,914
============= ============
9
<PAGE>
ITEM 2. Management's discussion and analysis of financial condition
General Statement- Factors that may affect future results
With the exception of historical information, the matters discussed in
Management's Discussion and Analysis of Financial Condition and Results of
Operations contain forward looking statements under the 1995 Private Securities
Litigation Reform Act that involve various risks and uncertainties. Typically,
these statements are indicated by words such as "anticipates", "expects",
"believes", "plans", "could", and similar words and phrases. Factors that could
cause the company's actual results to differ materially from management's
projections, forecasts, estimates and expectations include but are not limited
to the following:
o Inability of the company to secure additional financing
o Unexpected economic changes in the United States, Europe, and
the Middle East
o The imposition of new restrictions or regulations by
government agencies in Italy and the United Arab Emirates that
could affect the Company's business activities
o Whether acquired businesses perform at pro forma levels used
by management in the valuation process and whether, and the
rate at which, management is able to increase the
profitability of acquired businesses.
o The ability of the Company to manage its growth in terms of
implementing internal controls and information gathering
systems, and retaining or attracting key personnel among other
things.
o The amount and rate of growth in the Company's corporate
general and administrative expenses.
o Changes in the interest rates which can increase or decrease
the amount the Company pays on borrowing.
10
<PAGE>
Segment Reporting Disclosures
The Company's business segments are based upon business units or entities that
offer different products or services or are involved in particular construction
projects. Below is a description of each segment.
Ramoil Engineering S.P.A. (RME) was established in 1993 under Italian law and
provides office furniture and engineering services. Initially, its principal
line of business consisted of the manufacture and sale of commercial furniture
and aluminum frames for windows, doors, and other uses. During these initial
years of business, the majority of RME's customer base was Eastern European
countries and the former Soviet Union. As a result of the economic downturn
experienced in these regions in the mid-nineteen nineties, RME lost most of its
customer base and the demand for its furniture products could not be replaced.
Consequently, RME began providing engineering services for various construction
projects in Italy and the United Arab Emirates.
City Mix LLC, (CMIX) was established in 1998 in Abu Dhabi, United Arab Emirates
and is in the process of building a concrete plant which it will own and manage
at the plant's completion. CMIX is owned by Ramoil Management Co., (RMC),
through a consulting agreement with its majority shareholder and chairman of the
board.
Ramoil Management Company, (RMC) was incorporated in 1992 in Boca Raton, Florida
and is in the business of providing consulting and managerial services to its
subsidiary companies. In late 1996, RMC opened a branch office in Abu Dhabi,
United Arab Emirates in order to manage and finance the construction project of
an office complex in Abu Dhabi, United Arab Emirates.
I. Results of Operations
Please note that the Company's auditors have expressed significant doubt as to
the Company's ability to continue to operate as a going concern (see Annual
Report 10-KSB as of December 31, 1999) due to the significant operating losses
incurred in fiscal 1999 and in prior fiscal years. The ability of the Company to
complete various construction projects currently underway is dependent upon its
ability to secure substantial amounts of additional funding. The eventual
success of management's plans cannot be assured nor can it be assured that the
Company will achieve future profitability even in the event that such additional
funding is secured and the projects are completed.
The Company continues to incur substantial operating losses through June 30,
2000.
11
<PAGE>
Six months ended June 30, 2000 compared to the six months ended June 30, 1999:
Consolidated sales, gross profit, and net income:
During the six months of fiscal year 2000, the Company had combined gross sales
of $146,992 compared to $1,427,297 in the prior year's six-month period, a
decrease of 90%. Consequently, gross profits fell to a loss of $54,959 for the
six-months ending June 30, 2000 as compared to $569,581 for the six-months
ending June 30, 1999, or a decrease of 110%. Gross profits as a percent of gross
sales decreased to a loss of 37% for the period as compared to 39% for the prior
year's first period. The Company's gross sales and gross profits are generated
solely by RME's engineering activities. CMIX and RMC are in the development
stage and are not expected to generate any profits until their respective
capital projects are completed. RME's engineering projects are mainly sub-
contracted to RME by other engineering firms in Italy. In the prior year, RME's
activities included projects that RME was the general engineering contractor.
The significant decrease in the engineering sales resulted from a loss of
project income from these subcontracting activities. RME currently is not the
general engineering contractor for any project. RME is not expected to generate
significant engineering billing within the foreseeable future.
Consolidated general and administrative expenses for the period ending June 30,
2000 were $4,839,193, which includes a $4,050,000 consulting expense recorded as
a result of shares issued to consultants for services. If one excludes this
consulting cost, consolidated administration expenses were $789,193 as compared
to $706,695 for the period ending June 30, 1999, an increase of 12%.
The most significant increase in administrative costs was for corporate travel,
which increase $88,000 in the period ended June 30, 2000 as compared to the
prior year's period.
After deducting interest cost of $95,353, net loss for the period increased to
$4,934,546, compared to a loss of $304,051 recognized in the six-month period
ended June 30, 1999. On a per share basis, basic loss per share increased to
$.15 for the period as compared to $.01 loss per share for the six month period
ended June 30, 1999.
12
<PAGE>
Ramoil Engineering SPA (RME):
During the six months of fiscal year 2000, the RME had combined gross sales of
$146,992 compared to $1,427,297 in the prior year's six-month period, a decrease
of 90%. Consequently, gross profits fell to a loss of $54,959 for the six-months
ending June 30, 2000 as compared to $569,581 for the six-months ending June 30,
1999, or a decrease of 110%. Gross profits as a percent of gross sales decreased
to a loss of 37% for the period as compared to 39% for the prior year's first
period. RME maintains a staff of five engineers located in Rimini, Italy. They
are mainly involved in engineering projects that are sub contracted to RME by
other engineering firms in Italy. In the prior year, RME's activities included
projects that RME was the sole general engineering contractor. Engineering work
that is sub contracted inherently has lower profit margins than that of a
general contractor. The significant decrease in the engineering sales resulted
from a loss of project income from these subcontracting activities and from
significant price competition that RME faces from other engineering firms
located in Italy. It should be noted that even though the economy of Italy has
been relatively stable over the last year, RME never the less has experienced a
significant loss in billing. Management has not considered reducing engineering
staff since to do so would severely limit the Company's ability to compete for
the larger projects that might arise in the future. Management feels that the
longer-term effects of such an action would adversely affect the segment's
ability to continue as a going concern.
Although RME's overhead costs decreased 30% from $189,328 in the six month ended
June 30, 1999 to $133,413 in the six months ending June 30, 2000. The loss from
operations of RME was $78,454 for the period compared to a gain of $380,153 in
the similar period of 1999. The significant decrease in overhead costs resulted
from the reduction of the number of employees and the attendant decrease in
payroll and benefits costs. Management does not expect this trend to continue in
the future, however, since it is believed that overhead costs have been reduced
to the lowest possible levels.
Interest expense for the segment decreased to $22,300 during the six months
compared to $166,837. The reason for this significant decrease is that during
the six-month period in 1999, the segment was involved in a sale of truck
equipment that required short term financing to be entered into. Currently, the
segment has a line of credit with an Italian bank in order to fund its
operations. The line of credit is secured by a government tax rebate due the
Company. At June 30, 2000, the balance of the line of credit was approximately
$205,000.
Assets of the segment decreased to $4,088,386 at June 30, 2000 from $4,464,924
at December 31, 1999 as a result of normal fluctuations in trade receivables and
payables and are not indicative of any future trend. The segment did not
purchase any fixed assets during the six-month period.
13
<PAGE>
Abu Dhabi...CitiMix Ltd (CMIX):
Operating expenses for Abu Dhabi increased to $185,083 for the period as
compared to $67,158 in 1999, or 176%. The Abu Dhabi office is currently
operating at full capacity whereas last year, the office was in the process of
being staffed and organized. It is therefore not beneficial for decision making
to compare this year's period to last year's period. However, the following is
the estimated one and six-month budget for the office operation for review and
analysis.
1 month 6 months
------- --------
Salary costs $18,000 $108,000
Office rent & admin. $6,000 $36,000
Insurance $5,000 $30,000
Depreciation: $2,000 $12,000
Travel expenses $1,000 $6,000
------ -------
Total $32,000 $192,000
====== =======
Interest expense for the segment increased to $52,117 for the period as compared
to $0 for the six months ending June 30, 1999 as a result of the bank loans
taken out by the segment during the end of fiscal year 1999. Currently the
segment has the following loans outstanding with banks located in Abu Dhabi:
Note payable to bank secured by mixers at 10.50%: $856,237
Amount due on capitalized lease for company car at 17%: 23,772
The loans are due in November 2002 and December 2003, respectively.
Assets for the segment increased to $5,757,756 at June 30, 2000 from $5,690,121
at December 31, 1999. Approximately $199,000 was capitalized during the period
as a result of a payment to Middle East Foundations relating to the Tower
project in Abu Dhabi.
14
<PAGE>
Ramoil Management Co. (RMC):
Operating expenses for the corporate offices in Boca Raton, Florida were
$4,575,656 for the six months, however $4,050,000 related to the compensation
expense charged for the shares issued to consultants for services rendered.
Accounting rules dictate that the market value of the stock at the time of
issuance is used to measure the value of this transaction rather than the value
of the services received. Hence the high charge to compensation expense. If this
charge is excluded, operating expenses for the six month period for the
corporate office were $525,656 as compared to $450,209 for the six months ended
June 30, 1999, an increase of 17%. Most of this increase was the result of an
increase in legal fees and travel costs. Legal fees increased approximately
$20,000 over last year as a result of the legal expenses incurred this year in
the Company's search for investment capital. In addition, travel costs increased
about $50,000 over last year as a result of the increased travel of corporate
management between Florida and the offices in Abu Dhabi and in general travel
incurred in management's efforts to seek additional capital for the Company.
Interest expense for the corporate segment increased to $20,936 during the
period as compared to $0 for the similar period in fiscal year 1999. The
increase in interest expense is the result of the interest accrued on the
debentures. The face value of the convertible debentures is $1,575,000 at an
interest rate of 10%. The debentures are convertible on demand into 2,625,000
common shares at an exercise price of $.60 per share.
Three months ended June 30, 2000 compared to the three months ended June 30,
1999:
Consolidated sales, gross profit, and net income:
During the three months of Q2 2000, the Company had combined gross sales of
$126,518 compared to $982,574 in Q2 1999, a decrease of 87%. Consequently, gross
profits fell to a loss of $63,923 for Q2 2000 as compared to $349,969 for Q2
1999, or a decrease of 118%.
The Company's gross sales and gross profits are generated solely by RME's
engineering activities. RME's engineering projects are mainly sub- contracted to
RME by other engineering firms in Italy. In the prior year, RME's activities
included projects that RME was the general engineering contractor. The
significant decrease in the engineering sales resulted from a loss of project
income from these subcontracting activities. RME currently is not the general
engineering contractor for any project. RME is not expected to generate
significant engineering billing within the foreseeable future.
15
<PAGE>
Consolidated general and administrative expenses for Q2 2000 were $400,960,
which excludes a $4,050,000 consulting expense recorded as a result of shares
issued to consultants for services. This compares to $404,344 for Q2 1999, a
decrease of 1%.
After deducting interest cost of $56,225, net loss for the quarter was
$4,571,108, or $521,108 if one were to exclude the accounting charge for
compensation of $4,050,000, compared to a loss of $181,666 recognized in Q2
1999. On a per share basis, basic loss per share increased to $.13 for the
period as compared to $.01 loss per share for Q2 1999.
Ramoil Engineering SPA (RME):
During the quarter, RME had combined gross sales of $126,518 compared to
$982,574 in Q2 1999, a decrease of 87%. Consequently, gross profits fell to a
loss of $63,923 for the quarter ending June 30, 2000 as compared to $349,969 for
the quarter ending June 30, 1999, or a decrease of 118%.
RME maintains a staff of five engineers located in Rimini, Italy. They are
mainly involved in engineering projects that are sub contracted to RME by other
engineering firms in Italy. In the prior year, RME's activities included
projects that RME was the sole general engineering contractor. Engineering work
that is sub contracted inherently has lower profit margins than that of a
general contractor. The significant decrease in the engineering sales resulted
from a loss of project income from these subcontracting activities and from
significant price competition that RME faces from other engineering firms
located in Italy. It should be noted that even though the economy of Italy has
been relatively stable over the last year, RME never the less has experienced a
significant loss in billing. Management has not considered reducing engineering
staff since to do so would severely limit the Company's ability to compete for
the larger projects that might arise in the future. Management feels that the
longer-term effects of such an action would adversely affect the segment's
ability to continue as a going concern.
RME's overhead costs decreased significantly from $111,984 in Q2 1999 to $897 Q2
2000. The loss from operations of RME was $64,820 for the period compared to a
gain of $237,985 for the similar period of 1999. The significant decrease in
overhead costs resulted from the reduction of the number of employees and the
attendant decrease in payroll and benefits costs. Management does not expect
this trend to continue in the future, however, since it is believed that
overhead costs have been reduced to the lowest possible levels.
Interest expense for the segment decreased to $11,035 during the quarter
compared to $115,413 for Q2 1999. The reason for this significant decrease is
that during the period in 1999, the segment was involved in a sale of truck
equipment that required short term financing to be entered into. Currently, the
segment has a line of credit with an Italian bank in order to fund its
operations. The line of credit is secured by a government tax rebate due the
Company. At June 30, 2000, the balance of the line of credit was approximately
$205,000.
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Abu Dhabi...CitiMix Ltd (CMIX):
Operating expenses for Abu Dhabi increased to $139,634 for the period as
compared to $43,726 in Q2 1999, or 219%. The Abu Dhabi office is currently
operating at full capacity whereas last year, the office was in the process of
being staffed and organized. It is therefore not beneficial for decision making
to compare this year's period to last year's period. However, the following is
the estimated one and six-month budget for the office operation for review and
analysis.
1 month 3 months
------- --------
Salary costs $18,000 $54,000
Office rent & admin. $6,000 $18,000
Insurance $5,000 $15,000
Depreciation: $2,000 $6,000
Travel expenses $1,000 $3,000
------ ------
Total $32,000 $96,000
====== =======
Over budget items included approximately $23,000 paid for
insurance on the mixer equipment and about $10,000 in bank fees
associated with the overdrafts of the segment's bank account. The
Company is experiencing cash flow problems. The segment's operations
are funded solely by funds received from investors through the parent
company. During the period, the segment's bank account was overdrawn
most of the time on the average of approximately $90,000. This resulted
in some of the segment's checks to be returned uncollected due to
insufficient funds. The bank's fees for returned checks and overdrawn
balances are extremely high. Management is closely monitoring the
situation and continues to look for new investors but cannot assure
that this will not occur in the near future.
Interest expense for the segment increased to $24,254 for the quarter as
compared to $0 for Q2 1999 as a result of the bank loans taken out by the
segment during the end of fiscal year 1999. Currently the segment has the
following loans outstanding with banks located in Abu Dhabi:
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Note payable to bank secured by mixers at 10.50%: $856,237
Amount due on capitalized lease for company car at 17%: 23,772
The loans are due in November 2002 and December 2003, respectively.
Ramoil Management Co. (RMC):
Operating expenses for the corporate offices in Boca Raton, Florida were
$260,429 for the quarter, excluding the $4,050,000 related to the compensation
expense charged for the shares issued to consultants for services rendered.
Accounting rules dictate that the market value of the stock at the time of
issuance is used to measure the value of this transaction rather than the value
of the services received. Hence the high charge to compensation expense. This is
compared to $248,634 for the quarter ended June 30, 1999.
Interest expense for the corporate segment increased to $20,936 during the
period as compared to $0 for the similar period in fiscal year 1999. The
increase in interest expense is the result of the interest accrued on the
debentures. The face value of the convertible debentures is $1,575,000 at an
interest rate of 10%. The debentures are convertible on demand into 2,625,000
common shares at an exercise price of $.60 per share.
II. Discussion of Financial Condition- Liquidity and Capital Resources
At June 30, 2000, the company had a working capital deficit of $2,857,656 as
compared to a working capital deficit of $1,839,610 at December 31, 1999. The
decrease is mainly attributable to the convertible debentures issued this
quarter that are classified as a current liability in the consolidated balance
sheet.
On a consolidated basis at June 30, 2000, cash on hand was $15,593 as compared
to a deficit of $69,903 at December 31, 1999. The major source of cash during
the period was the issuance of $1,575,000 of convertible debentures. The
proceeds of the issuance of the debentures were used as follows:
Proceeds from issuance $1,575,000
Cash loss from operations ($1,356,000)
Payment to Middle-East Foundations (Tower project) ($199,000)
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Payment for bank over draft at March 31, 2000 ($70,000)
Payment of First Gulf secured note ($26,000)
Decrease in receivable from affiliate company $37,000
Gain in Italian lira currency rate adjustment $54,000
-----------
Cash on hand $15,000
Receivables from affiliates represent advances to Ramoil Holdings Co., an entity
affiliated by the common ownership of the chairman of the board and majority
stockholder.
Taxes receivable are the result of the activities of RME. They represent value
added taxes (VAT taxes) receivable from the Italian government for taxes paid on
goods sold overseas over the past fiscal years. The taxes are used to secure a
$205,000 bank loan with interest of 14% taken out by RME in 1998 to fund its
operations.
Notes receivable represent funds paid to finance the construction of an
apartment complex in Abu Dhabi, United Arab Emirates. The Company originally was
the major financial support for this project that began in late 1997. In March
1999, the Company decided to amicably withdraw from the project and received a
note for the funds that it had advanced towards the project to date. The notes
are unsecured and non-interest bearing and are receivable from an Abu Dhabi
national due upon the completion of the project, which originally had been
estimated for December 2001.
Advances payable represents funds received from two foreign individuals with the
original intention of converting these advances to shares. However at the date
of this report, no agreement to this effect has been finalized. The loans are
unsecured and non-interest bearing.
Total assets at June 30, 2000 decreased to $12,346,146 from $12,679,914 at
December 31, 1999.
The Company's total stockholders' equity decreased to $3,878,575 at June 30,
2000 from $4,708,994 at December 31, 1999. This decrease is the result of
approximately $4,935,000 of operating losses incurred during the six month
period ending June 30, 2000, the issuance of 6,750,000 shares of common stock
for consulting services valued at $4,050,000, and the increase in value of the
holdings in Italy of approximately $54,000 as a result of currency rate changes
during the six months ended June 30, 2000.
19
<PAGE>
During the balance of fiscal year 2000, the Company projects significant
additional capital expenditures will be needed to complete the various
construction projects in Abu Dhabi, United Arab Emirates. Management continues
to seek financing through debt and equity issuance but the success of achieving
additional financing cannot be reasonable assured.
The following is a description of the Company's capital projects that it is
currently involved in and their progress to date.
A. Hotel and Office Complex: Ramoil Towers:
RMC has entered into a contract to serve as developer for the construction of a
hotel and office complex in the UAE. To date, initial architectural plans have
been completed and approved, a construction permit has been obtained and
construction started, and management is reviewing bids for the general
contractor. Ramoil has entered into an agreement with Ritz-Carlton, Ltd.,
whereby Ritz Carlton would operate the hotel portion of the project upon its
completion. Pursuant to the agreement, Ramoil will develop a 50 story twin
tower, one tower will be a luxury hotel and the other tower will be prime office
space.
Ramoil will participate in the Initial Technical Service Conferences,
Preliminary Information Phase, Preliminary Design Phase, Design Development
Phase, Final Design Phase, Bidding or Negotiating Phases with potential outside
contractors, Construction Period, Equipment Start-Up, Scheduling, Projects
Visits, Inspection, and the Post-Completion Period.
Additionally, Ramoil will be compensated as Operator with both "base" and
"incentive" fees. Cash flow projections from Ritz-Carlton, Ltd., and feasibility
studies indicate a return of the investment is expected within five years.
In 1998, the RMC entered into an agreement with the owner of the land site
whereby RMC has received a concession to the land site to be developed for a
twenty-year period. The concession right includes the right to mortgage the
land, which has an estimated value of $37 million, but not the right to sell the
land. The agreement provides that RMC will retain title to the assets developed
on this land site during the concession period. At the end of the twenty-year
concession period, RMC has agreed to pass the title of all assets and
improvements on the land developed to the original owner.
All net profits from this project will be divided 80% to RMC and 20% to the
original landowner. Current estimates indicate that this project will require
approximately $85 million to complete. As of the date of this report,
construction has not begun on this project. Engineering and pre-development
costs of $730,000 have been capitalized as of June 30, 2000.
20
<PAGE>
B. Al Ain Apartment Project. This project is for the construction of a
residential housing complex including 83 apartments and villa units in Al Ain
City in the UAE. Under the original contract signed by RMC, the Company will be
required to provide financing for a total of approximately $ 11.5 Million, that
was to be returned to it with interest from the operating revenues of the
project. Recently, at the request of the Company, the contract for this project
was terminated and the Company was released from its obligations thereunder. To
date, RMC, through loans from Mr. Radulovic, its CEO and shareholder, had
provided funding of approximately $2.2 Million. As part of the termination of
the Company's participation in this project, the amount previously funded by the
Company will be repaid upon completion of the project, or, alternatively, prior
to December 31, 2001. However, no specific repayment schedule has been committed
to.
C. City Mix Concrete. City Mix Concrete Inc.(CMIX) is a UAE corporation
registered for the purpose of constructing and operating a concrete plant in the
UAE. CMIX, a branch of RMC, has been granted a license that will permit it to
construct and operate a concrete plant for a twenty-year period in the UAE. All
equipment, including the plant itself, will remain the property of the Company
at the conclusion of the license period. The license is transferable to third
parties at the Company's discretion.
Under this agreement, CMIX will be obligated to pay a 12% royalty on net profits
generated from this operation for the use of this license to the licensor. At
the end of the license period all interest in any existing contract to supply
concrete will revert to CMIX and RMC will have no further interest. Management
has begun negotiations for an extension of this twenty-year term. However, as of
the date hereof, no agreement has been reached and no assurances can be given
that any extension will be granted.
Following the grant of this license in 1997, RMC purchased a modular concrete
plant that was shipped to the UAE for assembly. As of the date of this report
Ramoil, through RME, purchased the required mixers and trucks that currently
await shipment to the UAE. Assembly of the plant has been ongoing and management
projects that the plant will be fully operational by summer 2000. Management has
been negotiating agreements to obtain the final $1.5 Million necessary to make
the plant operational. Management is currently projecting production to commence
in the Fall of 2000, if the necessary financing is obtained.
As of June 30, 2000 the Company has invested $7,544,977 towards the construction
and assembly of this plant detailed as follows:
21
<PAGE>
Local Construction Works $1,813,396
Purchase, Handling, and Erection of Capital Equipment 5,017,707
Pre-production Costs (design, licensing, supervision) 637,717
----------
Total project investment $7,544,977
==========
Management estimates the needed purchases, equipping, and assembly to complete
the plant is $1,500,000. The date of completion of the plant is subject to
funding and therefore cannot be reasonably predicted at this time.
Assembly of the plant has been ongoing and when completed, the plant will have
the capacity to produce 3,000 cubic meters of concrete per day. Through the
efforts of the Company's sponsor, CMIX has received preliminary approval as the
exclusive concrete supplier for the new port and free trade zone development
project in the UAE (see Saadyat Free Trade Zone below). Of course, finalizing
this contract must await completion of the plant to be certain that CMIX will be
able to fulfill its obligations thereunder.
$ 3,088,397 of the amount invested in this project is from loans to Ramoil by
Trinal, Inc., a privately held corporation principally owned and operated by Mr.
Taflevich, the Company's President, and by Crystal Ball, Inc., and affiliated
company of Mr. Taflevich. Said loans have been satisfied by shares of Ramoil
Management, Ltd.
D. Saadiyat Free Trade Zone. The UAE is currently completing plans for the
construction of a new port facility and free trade zone. This project, known as
the Saadiyat Free Trade Zone Authority (SFTZA) is scheduled to be constructed on
Saadiyat Island in Abu Dhabi and is estimated to require approximately $3.3
billion to complete. Final approval for the project was given by the UAE
Executive Council in early 1999. This constituted the final consent in the
approval process for this project and the Saadiyat Development Company will now
proceed with plans to raise the capital required for construction, which is
planned to be completed through a combination of a public and institutional
offering in the UAE and a global offering of shares to institutional and
corporate investors. Through the efforts of its sponsor, the Company has been
offered an opportunity to purchase shares of SFTZA as a "founder" along with six
other major corporations. As a "founder," the Company is required to invest $ 50
Million. In furtherance of its responsibility as a "founder," the Company has
signed a letter of intent to purchase 45% of a Swiss Finance Company valued at
over $ 150 Million. The Swiss Company, whose name is withheld pursuant to the
letter of intent, has been established for over twenty years. The Swiss Company
has diversified trading operations in foreign exchange, precious metals, and
energy. The Company's strong revenue producing ability lies primarily in its
strategic position in the precious metals market in Middle Eastern and African
Countries.
22
<PAGE>
Further Funding Developments and acquisition of York Resources, Inc. and
iNYC.com
After careful consideration and review by management of these two companies,
management has decided not to proceed with acquisitions. Management has
determined that these transactions would not benefit the company at this time.
Management has been focusing on efforts to secure financing to complete the
pending projects. Needless to say that, when completed, the projects would
substantial increase the Company's revenue and help to stabilize its position.
In its effort to secure financing, management has secured a letter of commitment
to fund the pending projects. The letter was received on August 1, 2000. The
investing group has demanded that they remain undisclosed until the matter is
closed. The investment group has shown a high interest in the Company's projects
and are looking at its long term prospects. When and if the transaction is
closed, the investor group has suggested re-organizing the management and
creating and filling at least two new positions, that of Chief Operating Officer
and Chief Financial Officer. They have also suggested expanding and
reconstituting the Board of Directors. Current management is working diligently
to close this transaction.
The foregoing summarizes the business opportunities that RMC has been able to
secure though the efforts of its sponsor in the UAE. However, it must be
remembered that the foregoing projects each require a significant capital
commitment by the Company. Further, in some cases, Ramoil will need to provide
specific funds within restrictive time periods or suffer a loss of any previous
investment made in such project. At present, it seems highly unlikely that
Ramoil will be able to meet all of its obligations, particularly for providing
funding, in connection with all of the foregoing projects. In such event the
Company will lose the related opportunity. Further, it is possible that
Rarnoil's failure to meet its commitments under the foregoing projects will
cause its Sponsor to either terminate the sponsorship agreement or to cease
providing available business opportunities to Registrant in the future. In such
event, it is likely that Registrant will lose all or a significant portion of
its investment in the foregoing projects due to the unavailability of needed
financing.
In evaluating the Company's ability to establish viable commercial operations,
it must be remembered that, at present, the only revenue-generating segment of
the Company is that of RME. However, in terms of the future growth of the
Company's operations, great emphasis has been placed on the future success of
the Company's projects in the UAE. Should the Company not be able to meet its
obligations with respect to the projects, as discussed above, and lose the
support of its sponsor, it is likely that RME would also lose any expected
participation in business forthcoming in the UAE.
23
<PAGE>
In September, 1998, Registrant and Mr. Radulovic reach an agreement whereby Mr.
Radulovic agreed to convert certain of his loans to Registrant in the principal
amount of $2,198,000, into shares of common stock at the rate of $3.00 per Share
and received 732,667 Shares. In December 1998, Mr. Radulovic agreed to convert
an additional $815,000 in loans made to support the Company's operations in Abu
Dhabi also at the rate of $3.00 per Share and received an additional 271,666
Shares. The price per share was negotiated based upon 80% of the average closing
price for Registrant's shares during September 1998, when the original agreement
to convert his loans to equity was reached. All of the Shares received by Mr.
Radulovic were "restricted securities" as defined under the Securities Act of
1933, as amended (the "Act").
Also in September 1998, both Trinal and Cristal Ball agreed to convert their
outstanding loans in the principal amount of $3,088,397 to shares of common
stock at the rate of $3.00 per Share. Consequently, these companies received, in
the aggregate, 1,029,466 Shares of Registrant's common stock all of which Shares
were also "restricted securities" as that term is defined under the Act.
III. Trends Affecting Liquidity, Capital Resources and Operations
Over the past decade, economic conditions worldwide have favored the development
of business oriented projects designed to meet the needs of developing business
and financial interests in many developing areas. Among the fastest growing
areas in the world is the Middle East. Combining the great wealth that come from
extensive oil-related interests with diminished threats of war and terrorist
activities, the UAE has emerged as a leader in this region. Management believes
this trend, coupled with the support of the Company's sponsor, who himself is a
recognized leader in the region, has situated the Company in a position to
participate in the growth of the UAE. Provided the Company can meet its
financial obligations under the various projects discussed above, management
believes it can be an integral part of the growth being experienced in the UAE
and that the beriefits to the Company will be a major factor in its growth over
the foreseeable future.
With the collapse of traditional political and ideological barriers, the demand
for products from all parts of the world has increased perceptibly with many
developing and third world nations now looking for products from many different
countries. This has been particularly true of countries with "soft" currencies
(i.e. currencies not readily exchangeable into established currencies such as
British pounds, US dollars, etc.), which at present are unable to pay for their
purchases in US dollars. Management believes that the greatest demand for all
kinds of foreign products will come from these new developing third world
countries over the foreseeable future. This is but one factor that favors the
development of a free trade zone in the Middle East, such as the Saadiyat Free
Trade Zone proposed by the UAE. Management knows of no other trends reasonably
expected to have a material impact upon the Company's operations or liquidity in
the foreseeable future.
24
<PAGE>
IV. Inflation.
During the past few years inflation worldwide has been relatively stable which,
coupled with the relative strength of the economic conditions in the Middle
East, including the UAE, discussed above, is expected to have a beneficial
effect upon the Company's planned operations in the UAE. In recent days we have
seen the Federal Reserve Board of the United States make substantial moves to
curb inflation. It is management's belief, that inflation will continue to be
controlled and favorable conditions are expected to continue for the foreseeable
future and management does not anticipate that inflation will have an adverse
impact upon its operations in the foreseeable future.
V. Year 2000 Compliance.
The Year 2000 issue is the result of computer programs being written using two
digits, rather than four to define the applicable year. Any of the Company's
computer programs that have data-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
Based upon an assessment made during fiscal 1998, the Company has updated all
versions of operations and financial software so that all of its systems are
utilizing dates beyond December 31, 1999. In addition, the Company has evaluated
its auxiliary computer application systems for Year 2000 compliance. The Company
has mitigated the Year 2000 issue and is functioning trouble free in 2000.
The Company initiated formal communications with all of its significant
suppliers, financial institutions and major customers to determine the extent to
which the Company may have been vulnerable to any third parties' failure to
re-mediate their own Year 2000 issues. The financial impact to the Company of
bringing its equipment and systems into Year 2000 compliance did not materially
effect its financial position or results of operations.
25
<PAGE>
RAMOIL MANAGEMENT, LTD.
AND CONSOLIDATED SUBSIDIARY COMPANIES
PART II. OTHER INFORMATION
ITEM 1. LEGAL INFORMATION
There are several currently pending actions against Registrant. These include
the following matters:
A. In May 1996, a legal action was filed against the RMC and its principal
shareholder. In this suit, a Russian oil company, Lukoil, alleges that it is
owed $12.5 Million from a formerly affiliated entity of the Company resulting
from a failure to comply with the terms of an oil-trading contract. Although the
original state court action was voluntarily dismissed, the suit was later
instituted in Federal District court. The RMC intends to vigorously defend
against the claims being made. Currently, the RMC has filed a motion to dismiss
this action. There has been no decision on this motion.
B. Also in May 1998, Lukoil also filed a suit in Federal District Court for the
purpose of enforcement of a prior arbitration award obtained against an
affiliated company of Registrant. This award, in the amount of approximately
$12,162,000 was obtained from the International Commercial Arbitration Court of
the Chamber of Commerce and Industry of the Russian Federation in Moscow. The US
suit seeks to confirm the award against the affiliated company and to recover
the amount awarded from that company as well as Registrant and Mr. Radulovic
personally. The two Lukoil cases have now been consolidated in the Federal Court
action. As of the date of this Report, Registrant has not entered into any
settlement discussions and counsel for the Registrant defending these suits
cannot provide an evaluation of the likelihood of success by the Company in this
matter. The Company has also filed a motion to dismiss this action. No decision
has yet been received.
C. In August 1996, suit was filed against Registrant and Mr. Radulovic claiming
damages of approximately $3.3 Million arising out of contract it had with
another affiliated company of Mr. Radulovic. The Company is vigorously defending
this suit. At present, Registrant has entered into settlement discussions and
counsel for the Registrant defending these suits cannot provide an evaluation of
the discussions.
D. There are two matters, both involving claim against affiliated companies of
Mr. Radulovic which, in the aggregate, involve less than $200,000. Settlement
has been reached in these matters and the settlement, in management's opinion,
will not adversely impact upon Registrant or its operations.
26
<PAGE>
E. In April 2000, Registrant settled a potential dispute between American
Pastime Holdings, Inc. and Registrant's subsidiaries and
affiliates.
The Registrant knows of no other litigation pending, threatened or contemplated,
or unsatisfied judgements against it or its subsidiaries. The Registrant knows
of no legal action pending or threatened or judgements entered against any
officers or directors of the Registrant or its subsidiaries in their capacity as
such.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On February 29, 2000 the Registrant declared a dividend in the form of common
stock. The Board of Directors approved a 5 for 1 forward split of the
Registrant's outstanding shares of common stock. The stock dividend was
authorized to provide greater liquidity for the Registrant's shareholders and to
help attract additional retail and institutional investors. The record date for
the dividend was March 24, 2000 and the date payable was April 13, 2000. This
greatly increased the Registrant's issued and outstanding. The par value for
each share decreased from $.0001 to $.00002 per share.
On April 4, 2000 the Registrant issued 1,080,000 shares of common stock
registered on Form S-8 to four (4) consulting firms pursuant to consulting
agreements. The shares were earned prior to the dividend record date, therefore
the consulting companies were issued 4,320,000 dividend shares. Thus the total
issued to the consulting companies was 5,400,000.
In April 2000 a total of 2,821,500 restricted shares of common stock were issued
to satisfy a subscription agreement entered into by management on or about
October 15, 1999. The subscription agreement was for 564,300 pre-split shares.
Since the shares were earned and fully paid October 15, 1999, prior to the
record date for the dividend, their owner was issued 2,257,200 dividend shares.
On or about April 14, 2000 and April 20, 2000, the Registrant issued 1,350,000
post-split shares to American Pastime Holdings, Inc. pursuant to a settlement
agreement between the Registrant, its subsidiaries, and other affiliated
companies.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
27
<PAGE>
ITEM 5. OTHER INFORMATION
Market for Registrant's Common Equity and Related Stockholder Matters.
The principal market on which the Registrant's securities are traded is the
over-the-counter market. Since July 1996 the Registrant's securities have been
trading on the "Bulletin Board" electronic quotation system under the symbol
"ACIZ." Since January 2000, the Registrant's securities have been trading on the
"Bulletin Board" electronic quotation system under the symbol "RAMO." Prior to
that time there had been only sporadic trading in the Registrant's securities.
On August 29, 2000 the reported bid price (and most recent sale price), adjusted
for the 5 to 1 forward split, for the Registrant's Common Stock was $0.125 per
share and there were approximately 18 market makers for the Company's
securities. In February 2000 there were 249 record holders of the Company's
Shares.
DIVIDEND POLICY
The Registrant has not paid any cash dividends and there are presently no plans
to pay any such dividends in the foreseeable future. The declaration and payment
of dividends in the future will be determined by the Board of Directors in light
of conditions then existing, including earning, financial condition, capital
requirements and other factors. There are no contractual restrictions on the
Registrant's present or future ability to pay dividends. Further, there are no
restrictions on any of the Registrant's subsidiaries which would, in the future,
adversely affect the Registrant's ability to pay dividends to its shareholders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
There have been no reports filed on Form 8-K from January 1, 2000 to June 30,
2000.
The following exhibits are filed as part of this report.
23.1 Consent of Brian Donahue, CPA
27.1 Financial Data Schedule
28
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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, in Boca Raton, State of Florida, on
August 25, 2000.
RAMOIL MANAGEMENT, LTD.
By /s/ Alexander Taflevich
--------------------------------
Alexander Taflevich, President
29
