<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
/ / TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____ to____
Commission File Number: 033-12507-NY
RAMOIL MANAGEMENT, LTD.
(Name Of Small Business Issuer In Its Charter)
<TABLE>
<S> <C>
Delaware 13-3437739
(State Or Other Jurisdiction Of Incorporation (IRS Employer Ident. No.)
or Organization)
2424 North Federal Highway, Suite 350, Boca Raton, FL 33431
(Address Of Principal Executive Offices) (Zip Code)
</TABLE>
Issuer's Telephone Number: (561) 338-5611
Securities registered pursuant to Section 12(b)of the Act: None
<TABLE>
<S> <C>
Title of each class Name of Exchange on which registered: OTC:BB
Common 28,936,660 Shares Outstanding as of the date of this Report
(Title Of Class)
</TABLE>
Check whether the issuer (1) 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 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___
Check if there no disclosure of delinquent filers in response to Item 405 of
Regulation SB is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statement, incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB /X/
State the issuer's revenues for its most recent fiscal year. $1,735,585
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked price of such stock, as of a specified date within the past 60
days. As of April 13, 2000, the value of such stock was: $33,256,207
<PAGE>
FORM 10-KSB
RAMOIL MANAGEMENT, LTD.
DECEMBER 31, 1999
PART I
ITEM 1. BUSINESS
Shortly after the acquisition of Ramoil, Registrant acquired Ramoil Engineering,
S.p.A. ("Engineering"), a company that had been principally owned by the same
shareholders as Ramoil. Due to certain aspects of applicable Italian law
relating to the corporate structure of Engineering and to the transfer of
ownership thereof, the acquisition of Engineering was completed in a manner
which constituted Engineering as a wholly owned subsidiary of Ramoil, which is a
wholly owned subsidiary of Registrant.
Engineering's principal business involves the manufacture and sale of commercial
furniture and aluminum frames for windows, doors and other uses. Following the
termination of the international trade operations of Ramoil in late 1996,
Engineering became, and currently remains, the only source of revenues for
Registrant. At the same time, Engineering terminated sales of its products in
Russia, an event that reduced Engineering's operations by 90%. The balance of
Engineering's business was with various European and Middle Eastern entities and
continues today.
During fiscal 1997, management completely changed the nature of Ramoil's
business operations. Following the termination of its business operations in
Russia, management decided to concentrate on establishing a new business plan
centered around operations in the Middle East and in the United Arab Emirates
(UAE) in particular. Pursuant to local regulations any foreign corporation that
desires to engage in business in the UAE is required to have a local sponsor.
Through the business contacts of senior management, in early 1997 Registrant
entered into a sponsorship agreement with Sheikh Hazza Bin Zayed Al-Nabyan,
Chairman of National Security for the UAE and Chairman of Saadiyat Free Zone.
Pursuant to the Sponsorship Agreement, Registrant has been introduced to various
projects throughout the UAE. Under this Agreement, the Sponsor will assist
Registrant with all aspects of doing business in the UAE including assistance in
compliance with local registration requirements under UAE law. Although not
obligated to do so, the Company's sponsor has provided Registrant with virtually
all of the business opportunities presently being developed. In consideration of
making these projects available to Registrant, Registrant is obligated to pay a
base annual fee to the Sponsor and a percentage commission on all business
generated by projects introduced.
Having secured the required sponsorship, in March 1997 Registrant registered
Ramoil under the laws of the UAE and opened an office in Abu Dhabi. To date,
Registrant has secured several contracts for diverse projects in the UAE.
Following is a brief discussion of each of the projects undertaken by Ramoil:
<PAGE>
A. Hotel and Office Complex. Ramoil 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 has began accepting bids for the general contractor. The general
contractor will be chosen in two months. Management has entered into an
Operating Agreement with Ritz-Carlton, Ltd., to be the exclusive operator
of a luxury hotel. Pursuant to the agreement, Ramoil will develop a 50
story twin tower, one tower will consist of a luxury hotel and the other
tower will be prime office space. The anticipated completion date of the
project is 30 months for the date of this filing.
Ramoil will participate in the Initial Technical Service Conferences,
Preliminary Information Phase, Preliminary Design Phase, Design Development
Phase, Final Design Phase, Bidding or Negotiating Phase 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, Ramoil entered into an agreement with the owner of the land site
whereby Ramoil 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 but not the right to sell the land. The fair market value of this land
site at December 31, 1998 is $36,800,000. The agreement provides that
Ramoil will retain title to the assets developed on this land site during
the concession period. At the end of the twenty-year concession period,
Ramoil has agreed to pass the title of all assets and improvements on the
land developed to the original owner.
All net profits from the project will be divided 80% to Ramoil and 20% to
the original landowner. Further, in February 1998, Ramoil successfully
negotiated an extension of the original 20-year concession term through
April 30, 2019. To date, Ramoil has invested approximately $5 Million in
this project. Current estimates indicate that this project will require
approximately $85 million to complete.
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 Ramoil, 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, Ramoil, through loans from Mr.
Radulovic, its CEO and principal 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 Plant Project. City Mix Concrete, Inc. ("CMIX") is a UAE
corporation registered for the purpose of constructing a concrete plant in
the UAE. Ramoil has entered into an agreement that will permit it to use
the CMIX license to construct the concrete plant and sell concrete in the
UAE for a 20 year period. All equipment including the modular plant itself
will remain the property of Registrant at the conclusion of the license
period. Further, the City Mix License is transferable by Registrant to a
third party at its discretion.
<PAGE>
Under this agreement Ramoil will be obligated to pay a royalty for this
license equal to 12% of the net profits generated from this operation. At
the end of the license period all interest in any existing contract to
supply concrete will revert to CMIX and Ramoil will have no further
interest. Management has begun negotiations for an extension of this
20-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, Ramoil purchased a modular
concrete plant that was shipped to the UAE for assembly. As of the date of
this report Registrant through Engineering, has 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. As of the date of this report, through the
efforts of the Company's sponsor, CMIX has received preliminary approval as
the exclusive concrete supplier for a new port and free trade zone
development project in the UAE. Management has been negotiating agreements
to obtain the final $1,500,000 necessary to make the plant operational.
Management is currently projecting production to commence in the summer of
2000, if the necessary financing is delivered.
As of March 31, 2000, the Company has invested $7,544,977 towards the
construction and assembly of this plant detailed as follows:
<TABLE>
<S> <C>
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
</TABLE>
Of the amount invested in this project by Registrant, $3,088,397
represented loans to Registrant by Trinal, Inc., a privately held
corporation principally owned and controlled by Mr. Taflevich, the
Company's President, and by Cristal Ball Inc., an affiliated company of Mr.
Taflevich. Which loans have been satisfied by shares of Ramoil Management,
Ltd.
When completed the concrete plant will have a capacity of 3,000 cubic
meters of concrete per day
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 earlier this year. This constitutes the
final consent in the approval process for this project and the Saadiyat
Project 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, Registrant has been given the opportunity to
participate in SFTZA as a "founder" along with six other major
corporations. As a "founder", Registrant is required to invest $ 50
Million. In furtherance of its responsibility as a "founder", Registrant
has signed a letter intent to purchase 45% of a Swiss Finance Company
valued at over $ 150 million. The Swiss based company, whose name is
withheld, pursuant to the Letter of Intent, until the purchase is
completed, has been established for over two decades. 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.
<PAGE>
The foregoing summarizes the business opportunities that Ramoil 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 operations are those of Engineering. However, in terms of the
future growth of this segment of the Company's operations, great emphasis
has been placed upon Engineering's participation in the various projects in
the UAE. As with the operations of Ramoil, should the foregoing project not
proceed, or if Ramoil is unable to meet its obligations with respect to
such projects, or if Ramoil loses the support of its sponsor, it is highly
likely that Engineering will also lose any expected participation in those
projects.
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. See, "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT."
ACQUISITION OF York Resources, Inc. and iNYC.com
The Registrant has entered into letters of intent to acquire York
Resources, Inc., a subsidiary of York Energy Limited and iNYC.com. York
Resources, Inc. is a producer of natural gas in the Gulf of Mexico,
offshore Texas, Louisiana. iNYC.com is a provider of DSL, other internet
services, as well as providing one-stop, turn-key, solutions for all
business and residential internet requirements. iNYC.com recently
revolutionized web access wth the recent launch of free DSL. The
proprietary program creates a level playing field for internet users.
Management believes that these acquisitions represent outstanding value and
provide excellent opportunity for synergistic partnerships with Ramoil
operations. The specific terms of the acquisition agreements are currently
being negotiated.
<PAGE>
ITEM 2. PROPERTIES.
The Company's principal corporate offices are located at 2424 North Federal
Highway, Suite 350, Boca Raton Florida, where it occupies approximately
5,000 square feet of office space. This lease expires July 31, 2000, and
provides for a current monthly rental of approximately $3,000 with annual
increases through the end of the lease term.
In connection with its operations in the UAE, the Company opened an office
in Abu Dhabi, UAE, pursuant to a lease with an unaffiliated third party,
where it occupies approximately 4,000 square feet of office space.
The Company believes its present facilities will be adequate for its
purposes for the foreseeable future and does not anticipate the need for
additional office or operating facilities.
ITEM 3. LEGAL PROCEEDINGS.
There are several currently pending actions against Registrant. These include
the following matters:
A. In May 1996, a legal action was filed against the Company 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 Company intends to vigorously defend
against the claims being made. Currently, the Company 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 other 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.
The Registrant knows of no other litigation pending, threatened or
contemplated, or unsatisfied judgements against it. The Registrant
knows of no legal action pending or threatened or judgements entered
against any officers or directors of the Company in their capacity as
such.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None during the year ended December 31, 1999.
<PAGE>
ITEM 5. MARKET FOR THE 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. The following table sets forth for the periods
indicated the range of high and low bid quotations for the Registrant's
Common Stock.
<TABLE>
<CAPTION>
PERIOD HIGH LOW
<S> <C> <C>
Quarter ended September 30, 1996 $ 5.25 $ 5.25
Quarter ended December 31,1996 $5.625 $4.825
Quarter ended March 31, 1997 $ 5.25 $ 5.00
Quarter ended June 30, 1997 $6.125 $ 5.00
Quarter ended September 30, 1997 $5.625 $3.625
Quarter ended December 31, 1997 $4.875 $3.875
Quarter ended March 31, 1998 $ 5.00 $4.875
Quarter ended June 30, 1998 $ 6.25 $ 5.00
Quarter ended September 30, 1998 $5.625 $3.875
Quarter ended December 31, 1998 $10.00 $9.875
Quarter ended March 31, 1999 $10.25 $10.00
Quarter ended June 30, 1999 $13.25 $10.25
Quarter ended September 30, 1999 $14.50 $10.00
Quarter ended December 31, 1999 $14.50 $ 7.50
Quarter ended March 31, 2000 $20.00 $ 9.50
</TABLE>
On April 13, 2000 the reported bid price (and most recent sale price) for
the Registrant's Common Stock was $8.50 per share and there were 10 market
makers for the Company's securities. In February 2000 there were 249 record
holders of the Company's Shares;
On February 29, 2000 the Registrant declared a dividend in the form of its
common stock. The Board of Directors approved a 5 for 1 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 payable date was
April 13, 2000.
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.
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 between the consulting firms and the Registrant.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA;
<TABLE>
<CAPTION>
Year Ended December 31
1999 1998
<S> <C> <C>
Summary Balance Sheet Data:
Total Assets $12,679,914 $9,700,684
Total Current Assets 1,914,599 1,057,784
Total Current Liabilities 3,801,009 1,722,313
Shareholders Equity 13,115,017 12,396,495
Accumulated Deficit (8,737,318) (6,022,515)
<CAPTION>
Year Ended December 31
1999 1998
<S> <C> <C>
Summary Earnings Data:
Total Revenues $1,735,585 $1,240,645
Cost of Sales (1,621,533) (428,993)
Selling, General & Administrative
Expenses (2,549,981) (1,225,691)
Depreciation (215,310) (163,990)
Sponsorship Fee -0- 149,774
Interest Expense (63,564) (130,006)
Interest Income -0- 93,869
Other Revenue -0- 68,782
Bad Debt expense -0- (445,660)
Income (Loss) Before Taxes (2,714,803) (991,044)
Income Tax (Benefit) -0- -0-
Net Income (Loss) (2,714,803) (991,044)
Earnings per Share ($0.48) ($O.18)
</TABLE>
- ----------------------------------------------------------------------------
The Registrant's financial year ends December 31 of each year.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
1. Results of Operations
During fiscal 1999, ended December 31, 1999, the Registrant's gross sales were
only slightly higher than in 1998 ($1,735,585 as compared to $1,240,645) but
continued dramatically lower than in 1996 when the Registrant's revenues totaled
$6,202,012. This reflects the termination of a prior operations in Russia and
Eastern Europe by Ramoil and Engineering and the termination of a consulting
agreement with an affiliated company at the end of 1996. As such, the total
sales revenues in fiscal 1997, 1998, and 1999 represented sales solely by
Engineering. Total cost of revenues during fiscal 1999 were $1,621,533 and in
fiscal 1998 were $428,993, as compared to $3,224,158 for fiscal 1996. As a
result, the Company realized a net operating losses of $2,714,803 during fiscal
1999 and $991,044 during fiscal 1998, as compared to a net operating gain of
$159,280 in fiscal 1996. As discussed earlier, it must be remembered that in
September 1996 Ramoil discontinued all international trade operations, a factor
that had a materially adverse impact upon revenues in fiscal 1997. in addition,
in September 1996, Engineering also discontinued all sales of products in
Russia, a factor that resulted in a drop in sales of more am $4.5 Million
between fiscal 1996 and 1997.
The final balances of receivables from entities of the former Soviet Union and
eastern European countries, amounting to $445,660, have been written off in 1998
to uncollectible bad debt expense. Although the Company still continues to seek
restitution in the appropriate governing bodies of the regions mentioned,
however, the outcome of these efforts cannot be estimated.
After selling, general and administrative expenses, depreciation, a loss on the
sale of fixed assets, interest income and expenses, and provision for taxes, the
Company realized a net operating loss of ($2,624,571, or ($0.58) per share in
fiscal 1997, as compared to a profit of $42,228, or $0.01 per share, for fiscal
1996.
During fiscal 1997, selling, general and administrative expenses remained
virtually unchanged at $2,684,108, as compared to $2,665,296 for fiscal 1996.
When expressed as a percentage of overall revenues, selling, general and
administrative expenses represented almost 240% of total revenues for fiscal
1997 (compared to just under 43% in fiscal 1996). Again, this resulted from the
termination of trading activities in the third quarter of fiscal 1996, which
dramatically reduced revenues, with the increased costs associated with Ramoil's
commitments to various projects in the UAE. Management projects that the costs
directly related to Ramoil's start-up operations in the UAE will continue to
escalate for the foreseeable future, particularly as it meets its funding
commitments under various project contracts during the period prior to realizing
any revenues from those efforts.
The gross profit percentage for 1998 as 81% compared with 47% for the similar
period in 1997. This increase is due to the fact that revenues in 1998 were
mostly engineering services as opposed to sales of construction goods.
Engineering services accounted for 83% of total revenues in 1998 as opposed to
40% for 1997. The result of this is to reduce the cost of goods sold and
therefore increase the gross profit percentage. Engineering services continued
to account for the increase in total revenues in 1999, although there was a
decrease in the gross profit percentage.
<PAGE>
Total operating expenses and general administration costs are 50% lower for 1998
than for the comparable period in 1997. This is primarily due to the significant
cuts made by Registrant as part of its restructuring plan implemented in 1997.
Ramoil has cut its workforce from 42 employees to 12 employees during fiscal
years 1997 and 1998, respectively. The resultant savings associated with this
work force cut has served to significantly reduce the Company's overall overhead
costs. Total operating expenses and general administrative costs substantially
increased in 1999 as compared with 1998. This increase is due to the
expenditures necessary to commence and complete construction on the various
Ramoil projects in the Middle East.
Interest revenues are comprised of interest imputed on the receivable balance
owed to the Company by an affiliate owned by the majority shareholder. Interest
is imputed at the primelending rate. Interest revenues decreased in 1998 due to
a decrease in the prime-lending rate during fiscal 1998 and to the overall
decrease in the balance due from affiliates. The interest revenues were reduced
to zero in 1999 due to the lack of receivable balance owed to the Registrant.
The Company opened a branch office in Abu Dhabi, United Arab Emirates in
September 1996 in order to conduct business and explore new markets in the
region. The Company entered into a sponsorship agreement as discussed above.
Under its terms, the sponsor provides consulting and mediation services in the
emerging markets of Abu Dhabi The salaries and overhead of the branch office are
funded by the Company on a monthly basis. The total cost of the Abu Dhabi branch
office was $324,000 as compared to $198,000 for fiscal 1997. The cost increased
again in fiscal 1999 due to the build up necessary for Ramoil Middle East
projects.
Sponsorship fees for fiscal 1998 increased 288% over fiscal 1997 as a result of
the addition of a sponsorship agreement entered into by CMIX, and rose again in
1999 due to the Ramoil Middle East projects.
In management's opinion, the first project from which it anticipates revenues is
the Citimix concrete plant now being completed. This plant is scheduled to be
completed in the summer of 2000, with revenues expected to be realized shortly
thereafter. However, no assurance can be given that revenues, if any, realized
from this concrete plant will be adequate to offset the continued high cost of
the other projects being undertaken by Ramoil in the UAE
Management believes that until such time as it can realize significant revenues
from its newly initiated operations in the UAE, if ever, the Company will
continue to reflect net operating losses. In fact, it is likely that, even if
revenues are derived from the concrete plant during fiscal 2000, the Company as
a whole will continue to operate at a loss. Furthermore, should its efforts to
establish commercially viable operations in the UAE not be successful it is
likely that the Company will be unable to continue as a going concern.
Management believes that the Registrant's prospective acquisisions may help the
Registrant in reflecting net operating income. However, if the acquisions are
not closed the Registrant will continue to reflect operating losses until it can
realize significant revenues from other sources.
III. Discussion of Financial Condition
On a consolidated basis, as of December 31, 1999 the Company had total assets of
$12,679,914 with total liabilities of $8,192,720 (compared with $9,700,684 and
$3,283,288 respectively for December 31, 1998). Of the Company's assets at
December 31, 1999, cash and cash equivalent accounted for $0.00 and $974,088
represents trade accounts receivable (compared to $5,681 and $646,395
respectively on December 31, 1998). The increase in the Company's current assets
at December 31, 1999 was principally due to the increases in inventory and
accounts receivable, including trade and other accounts. The overall increase in
total assets
<PAGE>
resulted from increases in taxes receivable and property, plant, and equipment
(representing the Company's investment in the City Mix Project). Although, at
December 31, 1999, the Company began to reflect substantial liability for
advances payable.
At December 31, 1999, the Company's total stockholders' equity increased to
$13,115,017, as compared to $12,396,495 at December 31, 1998. The principal
reasons for this increase was the increase in contributed capital in excess of
stated value which resulted from the sale of common stock. This was sufficient
to offset the negative impact of the continuing losses from operations, which
resulted in the Company's accumulated deficit increasing to $8,737,318 as
compared to $6,022,515 at the end of 1998. The principal source of funds for the
Company's operations have been, and continue to be, revenues earned by
Engineering and the continued financial support of the Company's major
shareholder, both of which factors are essential to the Company ability to
continue operations.
During the fiscal year ending December 31, 2000, the Company will face
substantial expenditures in connection with the projects now committed to in the
UAE. In addition the Company will require approximately $50 Million as a
"founder" in the Saadyiat Free Trade Zone Authority.
Based upon available cash on hand and expected revenues from the operations of
Engineering, management is of the opinion that it will not have adequate
available funds to meet its anticipated capital expenditures and cash needs for
fiscal 2000. Therefore, unless a funding source is identified and appropriate
funding agreements reached, of which there can be no assurance, it is unlikely
that the Company will be able to meet any of its funding commitments for the
projects now under way in the UAE, except, in management's opinion, the funding
needs for the City Mix Project. However, it is uncertain as to what effect a
default in any of its funding commitments in the UAE will have. It is possible
that the Company's sponsor will terminate his sponsorship and support of the
Company, in which event the Company will have to obtain another sponsor and may
suffer a loss of all funds invested in those project to date.
IV. 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 futare. 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.
<PAGE>
VI. 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 Companys planned operations in the UAE. In management's
opinion, these 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.
VII Forward Looking Statements.
Certain statements made in this report on Form 10-KSB as "forward looking"
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements involve known and unknown risks, uncertainties, and other
factors that may cause actual results, performance, or achievements of the
Company to be materially different from any future results implied by such
forward looking statements. Although the Company believes that the expectations
reflected in such forward looking statements are based upon reasonable
assumptions, the Company's actual results could differ materially from those set
in the forward looking statements. Certain factors that might cause such a
difference might include: the securing of additional or the renewal of existing
construction contracts, the growth of the market for the Company's services and
products, the effect of European economic unification upon the Company's ability
to secure additional business, the ability of the Company to secure significant
additional financing to meet the Company's actual and projected financing
obligations of various projects it has entered into in the UAE.
VIII. 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 will
utilize dates beyond December 31, 1999 properly, In addition, the Company has
evaluated its auxiliary computer application systems for Year 2000 compliance.
The Company has mitigated the Year 2000 issue.
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
remediate 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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<TABLE>
<CAPTION>
Financial-Statements: Reference:
<S> <C>
Independent Certified Public Accountant's Report F-1
Consolidated Balance Sheets F-2
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Consolidated Statement of Operations F-3
Consolidated Statements of Cash Flows F-4
Consolidated Statements of Changes in Shareholders' Equity F-5
Notes to Financial Statements F-6 - F-10
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Effective February 16, 2000, Brian Donahue, CPA, the Registrant's Certifying
Accountant, was replaced. Brian Donahue's reports have not contained an adverse
opinion or a disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles. Nor has there been any
disagreement with Brian Donohue on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure. Brian
Donahue is still retained by the Registrant for other services.
On February 16, 2000, Charles R. Eisenstein, Certified Public Accountants, was
engaged to serve as the Registrant's new auditor. The election of Eisenstein,
was approved by the Board of Directors of the Registrant. Prior to hiring
Eisenstien, neither management or anyone acting on its behalf consulted
Eisenstien during our two most recent fiscal years or the subsequent interim
periods.
ITEM 10. EXHIBITS AND SUPPLEMENTAL INFORMATION
The following exhibits are filed as part of this Report.
23.1 Consent of Charles R. Eisenstien, CPA
27.1 Financial Data Schedule
SHAREHOLDER INFORMATION
FORM 10-KSB AVAILABILITY.
A copy of the 1999 Form 10-KSB filed with the Securities and Exchange Commission
will be forwarded, upon request, to any shareholder. Requests should be directed
to:
Roduljob Radolovic, CEO,
Ramoil Management, Ltd
2424 North Federal Highway, Suite 350, Boca Raton, Florida 33431
Transfer Agent and Registrar:
American Securities Transfer & Trust, Inc.
12039 W. Alameda Parkway
Lakewood, CO 80228
<PAGE>
Independent Auditors:
Charles R. Eisenstein, CPA
4750 Bedford Avenue
Brooklyn, New York 11235
Corporate Offices:
Ramoil Management, Ltd.
2424 North Federal Highway, Suite 350, Boca Raton, Florida 33431
Telephone (561) 338-5611
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 the 13th Day of April, 2000.
RAMOIL MANAGEMENT, LTD.
By /s/ Raduljob Radulovic
------------------------------------------
Raduljob Radulovic, Chief Executive Officer,
Chief Financial Officer, Secretary
By /s/ Alexander Taflevich
------------------------------------------
Alexander Taflevich, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
By: /s/ William Brown. Director April 13, 2000
-------------------
William Brown
By: /s/ Zarko Radulovic Director April 13, 2000
-------------------
Zarko Radulovic
By: /s/ Raduljob Radulovic Director April 13, 2000
----------------------
Raduljob Radulovic
By /s/ Alexander Taflevich Director April 13, 2000
-----------------------
Alexander Taflevich
</TABLE>
<PAGE>
INDEX TO FINANCIAL REPORTS AND STATEMENTS
<TABLE>
<S> <C>
Independent Certified Public Accountant's Report F-1
Consolidated Balance Sheets F-2
Consolidated Statement of Operations F-3
Consolidated Statements of Cash Flows F-4
Consolidated Statements of Changes in Shareholders' Equity F-5
Notes to Financial Statements F-6 to F-10
</TABLE>
<PAGE>
CHARLES R. EISENSTEIN
Certified Public Accountant
4750 Bedford Avenue
Brooklyn, NY 11235
(718) 891-7082
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT'S REPORT
To the Shareholdors of
Ramoil Management, Ltd.
I have audited the accompanying consolidated balance sheets of Ramoil
Management, Ltd. as of December 31, 1999, and the related consolidated
statements of operations, shareholders' equity and cash flows for the years then
ended. These consolidated financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
consolidated financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free from
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audits provide a reasonable basis for
my opinion.
In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Ramoil
Management, Ltd. as of December 31, 1999, and the consolidated results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles consistently applied.
New York, New York
April 10, 2000
<PAGE>
RAMOIL MANAGEMENT, LTD
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
December 31,
-------------------------------------
1999 1998
-------------------------------------
Assets
<S> <C> <C>
Current assets:
Cash on deposit $ - $ 5,681
Trade accounts receivable 974,088 646,395
Inventories 792,100 250,175
Prepaid expenses 148,411 155,533
----------------- -----------------
Total current assets 1,914,599 1,057,784
Other assets:
Due from affiliates 868,457 671,140
Taxes receivable 657,528 280,466
Other assets 8,263 9,341
Notes receivable 2,260,000 2,000,000
Property, plant, and equipment (net of accumulated depreciation) 6,791,491 5,439,647
Goodwill (net of accumulated amortization) 179,576 242,306
----------------- -----------------
Total other assets 10,765,315 8,642,900
----------------- -----------------
Total assets $12,679,914 $ 9,700,684
================= =================
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued expenses $3,674,591 $ 1,385,609
Other current liabilities 126,418 336,704
----------------- -----------------
Total current liabilities 3,801,009 1,722,313
Long term liabilities:
Secured loans payable 1,342,497 1,175,130
Pensions and benefits payable - 385,845
Advances payable 3,049,214 -
----------------- -----------------
Total long term liabilities 4,391,711 1,560,975
Shareholders' equity
Common stock, par value $.0001 per share, 300,000,000 shares
authorized; 5,762,717 shares issued and outstanding at
December 31, 1999 and 5,643,017 at December 31, 1998 576 564
Contributed capital in excess of stated value 13,115,017 12,396,495
Other comprehensive income-currency translation 108,919 42,852
Accumulated deficit (8,737,318) (6,022,515)
----------------- -----------------
Total shareholders' equity 4,487,194 6,417,396
----------------- -----------------
Total liabilities and shareholders' equity $12,679,914 $ 9,700,684
================= =================
</TABLE>
See accompanying notes.
F-2
<PAGE>
RAMOIL MANAGEMENT, LTD
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
December 31,
----------------------------------
1999 1998
----------------------------------
Revenues:
<S> <C> <C>
Gross sales $ 1,735,585 $ 1,240,645
Less cost of sales (1,621,533) (428,993)
-------------- -------------
Gross profit on sales 114,052 811,652
Less operating expenses:
General administration (2,549,981) (1,225,691)
Depreciation and amortization (215,310) (163,990)
-------------- -------------
Net income (loss) from continuing operations (2,651,239) (578,029)
Other revenues and expenses:
Interest income - 93,869
Other revenue - 68,782
Bad debt expense - (445,660)
Interest expense (63,564) (130,006)
-------------- -------------
Net income (loss) before provision for income taxes (2,714,803) (991,044)
Provision for income taxes - -
-------------- -------------
Net income (loss) $ (2,714,803) $ (991,044)
============== =============
Earnings per share:
Basic $ (0.48) $ (0.18)
============== =============
Weighted average of common shares:
Basic 5,680,188 5,564,209
============== =============
</TABLE>
See accompanying notes.
F-3
<PAGE>
RAMOIL MANAGEMENT, LTD
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
Years Ended
December 31,
------------------------------------------
1999 1998
------------------- -------------------
<S> <C> <C>
Operating activities:
Net income (loss) (2,714,803) (991,044)
Adjustments to reconcile net income items not requiring
the use of cash:
Depreciation and amortization 215,310 163,990
Changes in other operating assets and liabilities:
Trade accounts receivable (327,693) 1,208,401
Inventories (541,925) 114,381
Prepaid expenses 7,122 18,131
Taxes receivable (377,062) (93,320)
Other assets 1,078 --
Notes receivable (260,000) (1,591,000)
Accounts payable and accrued expenses 2,288,982 (1,553,164)
Pensions and benefits payable (385,845) 250,345
Other current liabilities (210,286) (1,131,914)
--------------- ---------------
Net cash provided (used) by operating activities (2,305,122) (3,605,194)
Investing activities:
Purchase of property and equipment (1,504,424) (4,003,836)
--------------- ---------------
Net cash provided (used) by investing activities (1,504,424) (4,003,836)
Financing activities:
Proceeds from issuance of common stock 718,534 92,500
Funds received from sale of warrants -- 510,000
Change in foreign currency valuation 66,067 (69,447)
Increase in borrowing from banks 167,367 827,199
Due from affiliates (197,317) 334,863
Advances from affiliates 3,049,214 5,667,217
--------------- ---------------
Net cash provided (used) by financing activities 3,803,865 7,362,332
--------------- ---------------
Net increase (decrease) in cash during fiscal year (5,681) (246,698)
Cash balance at beginning of fiscal year 5,681 252,379
--------------- ---------------
Cash balance at end of the fiscal year $ -- $ 5,681
=============== ===============
Supplemental disclosures of cash flow information:
Interest paid during the fiscal year $ 63,564 $ 130,006
Income taxes paid during the fiscal year $ -- $ --
</TABLE>
See accompanying notes.
F-4
<PAGE>
RAMOIL MANAGEMENT, LTD
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
Common Stock Other Total
----------------------------- Paid-In Retained Comprehensive Comprehensive
Shares Amount Capital Deficit Net Income Total Net Income
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997 3,715,299 $372 $ 6,126,970 $(5,031,472) $112,299 $ 1,208,169 $(5,143,771)
Warrants sold 510,000 510,000 --
Loans converted to common 1,887,718 188 5,667,029 5,667,217 --
stock
Common stock issued 40,000 4 92,496 92,500 --
upon exercise of warrants
Currency translation adjustment (69,447) (69,447) (69,447)
Net loss for fiscal year (991,044) (991,044) (991,044)
-------------------------------------------------------------------------------------------------
Balance at December 31, 1998 5,643,017 564 12,396,495 (6,022,516) 42,852 6,417,395 (6,204,262)
Issuance of common stock 119,700 12 718,522 718,534 --
Currency translation adjustment 66,067 66,067 66,067
Net income for the period (2,714,802) (2,714,802) (2,714,802)
-------------------------------------------------------------------------------------------------
Balance at December 31, 1999 5,762,717 $576 $13,115,017 $(8,737,318) $108,919 $ 4,487,194 $(8,852,997)
=================================================================================================
</TABLE>
See accompanying notes.
F-5
<PAGE>
RAMOIL MANAGEMENT, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. GENERAL
Outstanding Common Stock
Ramoil Management, Ltd. (the Company) is a Delaware corporation
organized on December 30, 1986 for the purpose of engaging in and
acquiring profitable business opportunities in the United States and
overseas. On June 10, 1996, the Company effected a 1-for-10 reverse
split of its issued common stock reducing its outstanding common shares
from 16,670,000 to 166,700. Simultaneously, the Company acquired 100%
of the outstanding shares of Ramoil Management Company, Inc. (RMC) in
exchange for 3,135,000 newly issued shares of the Company's stock.
Simultaneous to this transaction, the Company issued common stock
warrants where each warrant entitled the holder to purchase one share
of common stock. A total of 800,000 warrants were issued with an
exercise price of $2.50 and 450,000 warrants were issued with an
exercise price of $5.00. The warrants expired in July 1998. During the
exercise period of the warrants, 450,600 of the $2.50 warrants had been
exercised.
In September 1998, the two majority shareholders of the Company elected
to convert outstanding loans to RMC amounting to $5,667,217 into
1,819,033 shares of common stock.
As a result of the above transactions, the Company has 5,571,332 issued
and outstanding shares at December 31, 1999.
Company Holdings
Ramoil Management Company, Inc. (RMC) was incorporated in 1992 in Boca
Raton, Florida and is in the business of providing consulting and
managerial services to its subsidiary companies, Ramoil Engineering
S.P.A. (RME) and City Mix Concrete, Inc. (CMIX) and, until December 31,
1997, to its affiliate, Ramoil Holdings, Inc. (RMH). In late 1996, RMC
opened a branch in Abu Dhabi, United Arab Emirates (UAE) in order to
manage the various projects in which RMC was engaged.
Ramoil Engineering S.P.A. (RME) was established in 1993 under Italian
law and provides construction supplies and services. Its principal line
of business consists of the manufacture and sale of commercial
furniture and aluminum frames for windows, doors, and other uses. RME
is also involved in providing engineering services for various
construction projects in Italy.
City Mix Concrete (CMIX) was established in 1998 in Abu Dhabi, United
Arab Emirates and will process and sell concrete to various building
projects in the UAE. Although not yet active, the plant project is
under construction and management expects the plant to be
F-6
<PAGE>
RAMOIL MANAGEMENT, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
on line in mid-1999. CMIX is owned by RMC through a consulting
agreement with its majority shareholder, Rodoljub Radulovic.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements included the accounts of RMC,
RME, and CMIX. All intercompany accounts and intercompany sales and
purchases have been eliminated in these consolidated financial
statements.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates that affect the reported amount of assets and liabilities and
the reported amount of revenue and expenses during the period reported.
Actual results could differ from those estimates.
Revenue Recognition
RME recognizes revenue upon shipment of the related goods or
performance of services.
Inventories
Inventories are stated at lower of cost or market. Cost is determined
by using the first-in, first-out method ("FIFO") or by the specific
identification method where feasible.
Property, Plant, and Equipment
Property, plant, and equipment are recorded at cost. Depreciation and
amortization are calculated on the straight-line method based upon the
following estimated useful lives:
Buildings and plant 33 years
Leasehold improvements Lease term
Machinery and equipment 7-9 years
Furniture and fixtures 5-8 years
Office equipment 3-5 years
Vehicles 4-5 years
F-7
<PAGE>
RAMOIL MANAGEMENT, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
At December 31, 1999, the property, plant, and equipment account
details as follows:
Buildings and plant $3,825,745
Leasehold improvements 438,153
Machinery and equipment 3,105,742
Furniture and fixtures 331,127
Office equipment 58,043
Vehicles 164,725
Accumulated depreciation (1,132,044)
------------------
Total property, plant, and equipment $6,791,491
Goodwill is the excess of funds paid over cost by RME to purchase
Artifex Inc. in 1995. The goodwill account is being amortized over a
40-year period on a straight-line basis.
Other Assets
Other assets include prepaid rent and sponsorship fees in the Company's
Abu Dhabi branch.
Income Taxes
The Company utilizes Statement of Financial Accounting Standards No.
109 "Accounting for Income Taxes," which requires the Company to
compute deferred income taxes based upon the difference between the
financial statement and tax bases of the assets and liabilities using
the tax rates in effect for the year in which the difference are
expected to reverse.
Foreign Currency Translation
The financial statements of RME are prepared in Italian lire and the
financial statements of CMIX are prepared in Arabian dirhams. Assets
and liabilities are converted at the exchange rate in effect as of the
balance sheet date. Income and expense items are translated at the
average rate in effect over the time period reported. The capital
accounts of RME and CMIX are translated at the rate prevailing at
inception. The resulting differences caused by these translation
adjustments have been accumulated in a separate component of
stockholders' equity called the "cumulative translation adjustment."
The $69,447 decrease in the cumulative translation adjustment for
fiscal 1998 is due mainly to the drip in the Italian lire rate from
1,758 per dollar at December 31, 1997 to 1,652 per dollar at December
31, 1998.
3. RELATED PARTY TRANSACTIONS
The Company had provided management services to Ramoil Holding Co., LTD
(RHC), a company affiliated through common ownership by the Company's
majority shareholder. Under the terms of the management agreement, the
Company received a minimum annual
F-8
<PAGE>
RAMOIL MANAGEMENT, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
fee of $1,000,000 with additional amounts due based on other services
The Company has accounted for these fees as "Due from Affiliates."
Funds that were subsequently remitted by the majority shareholder
directly to the Company or to third parties on behalf of the Company
were then netted against this receivable balance.
During fiscal 1998, management has decided to cancel this consulting
agreement for fiscal 1997 and 1998. The majority shareholder has agreed
to a formal payment plan where the balance of this account will be
received over a three-year period with interest compounded monthly at
the floating prime rate.
As of December 31, 1999, RHC had an outstanding receivable balance owed
to the Company of $671,140. The Company has imputed interest on this
balance during fiscal 1998 based on the amount of $83,658.
4. COMMITMENTS
The Company leases its office facilities in Boca Raton, Florida under a
five-year lease agreement, which commenced in August 1997. Future
annual commitments are as follows:
2000 $24,223
The rent on the office facilities in the Abu Dhabi Emirate is prepaid
on an annual basis and is paid for through September 1999 and is
recorded as a prepaid expense in these consolidated financial
statements.
In addition, RMC had entered into an agreement to provide financing for
the construction of 83 apartment and villa units in Al Ain City, Abu
Dhabi, United Arab Emirates with the licensed owner of the land being
developed. Under the terms of the agreement, RMC was obligated to
finance the total construction costs of the project, including
licensing fees, while in return receiving a mortgage on the property
being developed. The contracted cost of the project is $11,475,410. The
Company has provided $2,000,000 in funding for this project through
December 31, 1999. The agreement provides for a five-percent penalty
payment of the full contract value by the Company by the owner of the
land in the event of non-performance.
On April 20, 1999, the parties mutually agreed to cancel this financing
agreement whereby the Company is relieved of its financing obligation
and has received an unsecured promissory note for $2,000,000 payable at
December 31, 2001 from the owner of the land being developed.
5. CONTINGENCIES
Substantially all the operations of the Company are conducted in Italy
and the United Arab Emirates. Such operations are affected by the
domestic and political developments
F-9
<PAGE>
RAMOIL MANAGEMENT, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
occurring there. The degree of these occurrences and their overall
affect on the Company cannot be predicted but could be material in
nature.
In addition, all business activity of a foreign corporation in Abu
Dhabi requires the corporation to be sponsored by an Abu Dhabi
national. As of December 31, 1998, the Company's sponsorship agreements
in effect will expire in early 2000. Normally, the sponsorship
agreement provides for an annual fee to be prepaid to the sponsor and
for the sponsor to share in the proceeds of a completed project on a
percentage basis. The agreements are cancelable, at will, by the
sponsor. Cancellation of the sponsorship agreements could have a
material adverse affect on the Company's ability to operate as a going
concern in the United Arab Emirates.
6. LEGAL MATTERS
In May 1996, legal actions were filed against the Company and its
principal stockholder. A Russian entity has alleged that it is owed $12
million from a former affiliated entity's failure to comply with the
terms of an oil-trading contract. The Company has vigorously defended
itself against this action and it is management's position that the
eventual disposition of this matter will not have a material adverse
affect on the Company's financial position. Accordingly, no provision
for any loss as a result from the resolution of this matter has been
made.
F-10
<PAGE>
EXHIBIT 23.1
CHARLES R. EISENSTEIN
CERTIFIED PUBLIC ACCOUNTANT
4750 BEDFORD AVENUE
BROOKLYN, NY 11235
(718) 891-7082
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Shareholdors of
Ramoil Management, Ltd.
We consent to the incorporation in this Form 10-KSB Report of our report dated
April 10, 2000, on the Financial Statements of Ramoil Management, Ltd., and to
the reference to our firm under the caption "Shareholder Information" as
experts.
New York, New York
April 10, 2000
Charles R. Eisenstein
Certified Public Accountant
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> DEC-31-1999 DEC-31-1998
<CASH> 0 5,681
<SECURITIES> 0 0
<RECEIVABLES> 974,088 646,395
<ALLOWANCES> 0 0
<INVENTORY> 792,100 250,175
<CURRENT-ASSETS> 1,914,599 1,057,784
<PP&E> 6,791,491 5,439,647
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 12,679,914 9,700,684
<CURRENT-LIABILITIES> 3,801,009 1,722,313
<BONDS> 0 0
<COMMON> 13,115,017 12,396,975
0 0
0 0
<OTHER-SE> 108,919 42,852
<TOTAL-LIABILITY-AND-EQUITY> 12,679,914 9,700,684
<SALES> 1,735,585 1,240,645
<TOTAL-REVENUES> 1,735,585 1,403,296
<CGS> (1,621,533) (428,993)
<TOTAL-COSTS> (2,549,981) (1,225,691)
<OTHER-EXPENSES> (215,310) (163,990)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (63,564) (130,006)
<INCOME-PRETAX> (2,714,803) (991,044)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (2,714,803) (991,044)
<EPS-BASIC> (0.48) (0.18)
<EPS-DILUTED> 0 0
</TABLE>
