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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment Number One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (Revised)
For the fiscal year ended January 31, 2000 Commission File Number 000-18081
RAMEX SYNFUELS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0360039
(State of Incorporation) (IRS Employer Ident. No.)
2204 W. Wellesley
Spokane, Washington 99205 (509) 328-9633
(Address of principal executive offices) (Registrant's telephone number)
Securities registered pursuant to Sections 12(b) of the Act:
Title of Each Class Name of Exchange on Which Registered
------------------- ------------------------------------
None None
Securities registered pursuant to Sections 12(g) of the Act:
Title of Class
--------------
(Common Stock ($0.01)
Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports): Yes _x_ No ___, and (2) has been subject to such filing
requirements for the past 90 days: Yes _x_ No ___.
State the aggregate market value of the voting stock held by non-affiliates of
the registrant.
Approximately $1,363,794 as of March 10, 2000.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
As of January 31, 2000
Common Stock, $0.01 Par Value - 28,138,765
<PAGE> 1
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
TABLE OF CONTENTS
PART 1
Item 1 Description of Business 3
Item 2 Properties 9
Item 3 Legal Proceedings 9
Item 4 Submission of Matters to a Vote of Security Holders 10
PART II
Item 5 Market for Registrant's Common Equity and Related
Stockholders' Matters 10
Item 6 Selected Financial Data 11
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operation 11
Item 8 Financial Statements and Supplementary Data 12
Item 9 Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure 12
PART III
Item 10 Directors and Executive Officers of the Registrant 12
Item 11 Remuneration of Directors and Officers 14
Item 12 Security Ownership of Certain Beneficial Owners and
Management 15
Item 13 Interest of Management and Others in Certain Transactions 16
PART IV
Item 14 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 16
SIGNATURES 17
Audited Financial Statements and Notes to Financial Statements 18
Agreement and Plan of Reorganization 28
Consent of Auditors 40
Financial Data Schedule (Electronic filing only) 41
<PAGE> 2
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
PART I
ITEM 1 DESCRIPTION OF BUSINESS
Overview
Ramex Synfuels International, Inc., a Nevada Corporation ('Ramex" or the
"Company") was originally incorporated and commenced operations as Cache Oil
Corporation in March, 1980 under the laws of the State of Utah. In July, 1980,
Cache Oil Corporation purchased in a business combination all of the outstanding
common stock of Rams Horn, Inc., a Wyoming Corporation which was subsequently
dissolved. In December 1980, Cache Oil Corporation merged with the wholly owned
subsidiary of Rams Horn, Inc., Ramex Synthetic Fuels International, Inc., a Utah
Corporation, with the name of the surviving Utah Corporation being changed to
Ramex Synfuels International, Inc. Ramex changed its domicile to Nevada from
Utah in December 1988. All entities involved were in the development stage at
the time of acquisition or merger.
Between 1989 and 1992, Ramex engaged in activities seeking venture capital for
further developments, unsuccessfully. In 1993, Ramex raised funds through a
private placement to have Southwest Research Institute, (SwRI) engage in further
research. The first phase of research was completed in August of 1995. No
further funds were obtained to complete the research and the Company ceased
operations in 1995.
Since 1995 Ramex has been inactive and has not conducted business operations.
Ramex does not currently earn any revenues, nor has the Company engaged in any
revenue producing operations since inception.
Purpose
Ramex was organized for the purpose of developing and extracting of oil, gas,
and other energy sources from oil bearing shale. On May 29, 1990 the Company
was issued a United States Patent for its oil shale gasification process and
maintains exclusive rights to this process in the United States. The patent is
valid until May 28, 2007. The Company believes that the low cost and efficient
economics of the process make it very important to the future of Ramex.
At present, the oil shale gasification process has been tested in the laboratory
and in several field tests in Wyoming and Indiana. However, the results from
the process, as utilized on a commercial basis, are unknown and no assurance can
be given as to the amount of gas the process will produce, if any, or the
longevity of any such production.
Ramex Research Partners, Ltd.
Ramex Synfuels International, Inc. is the General Partner of Ramex Research
Partners, Ltd. (the "Partnership'). Ramex was in the development stage until
1992, when initial investigations closed. For the purposes of funding the
further testing, on September 30, 1993, the Company, as sponsor of a private
placement of limited partnership interests in Ramex Research Partners, Ltd.
Closed its offering at the minimum amount intended to be sold of $110,000 and
issued a press release regarding the same. The partnership interests were
offered to investors' meeting suitability standards in multiples of $5,000 with
a minimum purchase of one unit.
<PAGE> 3
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Ramex Research Partners, Ltd. (Continued)
The Partnership was formed for the purpose of participating with the Company in
further enhancement and development of the oil shale gasification process (the
"Process"). The funds which Ramex received from the Partnership, as well as
funds received from other sources, including funds received form the sale of
shares of common stock in the future, if any, have been and are scheduled to be
utilized by the Company to conduct additional research of the process which will
have as its goals (i) the further understanding of the process involved in the
in-situ gasification of shale oil; and (ii) the further development of the
technology utilized into the design of the down-hole heaters, which are an
integral part of the application of the process, in order to increase the
efficiency of such heaters; (iii) the development of more efficient methods for
handling the gases produced as a result of the application of the process;
(iv) the development of more efficient drilling methods for penetrating and
exploiting oil shale through the application of the process; and (v) the
development of water containment methods to eliminate the problem of down-hole
water flowing in the heater; and (vi) payment of outstanding accounts
payable and to fund current operating expenses, to the extent possible, of the
Company.
In consideration of the capital which the Partnership has made available to
Ramex to fund its research and development activities, the Company grants to the
Partnership a limited term royalty, payable out of the proceeds of gas produced
from the application of the process. The limited term royalty shall continue
until the partnership has received the greater of (i) payments aggregating 1.10%
of the net profits received from the first 1,000 wells drilled and produced
using the Ramex process or (ii) payments the limited partners receive aggregates
ten times their original contribution.
Subsequent to establishing the above relationship, on December 13, 1993, the
Company entered into a contractual agreement with Southwest Research Institute
of San Antonio, Texas, for first phase testing of the patented Ramex in-situ
gasification process. After the completion of the first phase, a plan was
developed for further phases of testing; however, it was not implemented due to
lack of available funding. The contractual agreement with Southwest Research
Institute expired in September, 1997.
The Oil Shale Gasification Process
Since 1980, Ramex has been researching and developing a method to extract
synthetic natural gas from oil shale. The oil shale gasification process
invented and patented by Ramex is an in-situ operation requiring no mining. A
well similar to a natural gas well is drilled into an oil shale formation, and
the fired by a specially developed propane or natural gas power heater. The
heater raises the temperature of the immediately surrounding shale to
approximately 1,200 degrees Fahrenheit. Based on laboratory and field tests,
raising the temperature of oil shale to that point causes a molecular reaction
somewhat similar to the reaction in coal when it is turned into coke. No
combustion takes place in the shale. Instead, hydrocarbons trapped in the shale
are released predominantly as shale gas with a small amount of shale oil
produced as well.
<PAGE> 4
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
The Oil Shale Gasification Process (Continued)
Development of the method began in the laboratory and progressed to initial and
second field tests near Duchesne, Utah, followed by two additional field tests
near Rock Springs, Wyoming. In April 1988, Ramex began field-testing near
Henryville, Indiana, where a total of eight wells were frilled. Throughout the
testing the Company continued to develop and refine its process.
Based on information derived from the above mentioned tests. Ramex has proven
that it can produce synthetic natural gas by drilling a hold into oil shale,
inserting a heater and raising the temperature over 1,000 degrees Fahrenheit.
The Company developed a heater which will allow the Company to put substantial
BTUs of heat into the shale, including surface equipment and mechanisms to
control the heater temperature and monitor the temperature of the shale as it is
being heated.
Questions yet to be answered prior to using the process on a commercial basis
are:
1. How fast does the heat reaction move through the shale?
2. How far will the reaction go from the heat source and how much heat is
necessary on an incremental basis to keep the reaction zone moving outward from
the source heat?
3. What is the exact chemical composition of the gas that is produced from
the process over a period of time and does the composition change with varying
amounts of heat and if so, what is the ideal amount of heat to produce the most
desirable chemical composition of the gas?
In all of the field tests in Indiana, Ramex was able to answer the above
questions due to water incursions into the heating area after the burner was
installed. Management determined that it needs a lengthy burn in a water free
environment, and could not be assured that Ramex's lease holdings at the time in
Indiana would provide that kind of environment.
The technology is available to de-water an area of shale. De-watering requires
analyzing the water table in the intended gasification area and drilling a
number of wells around the perimeter from which the water is pumped out creating
a cone of depression. The Company believes that in a commercial application of
the de-watering process, cost per basis would be minimal, but to do so for one
will on a research basis is cost prohibitive. Therefore, while the commercial
production of gas from the oil shale in Indiana and other states where high
water tables are present is very possible, those locations are not suitable for
further research development studies.
For the purposes of the Company, laboratory simulation represents a tremendous
advantage over continue trial and error research in the field. Variables can be
introduced, such as higher or lower temperatures and the effects studied to
determine exactly the correct temperature necessary to achieve the best reaction
and to maintain the most economical thermal front movement within the shale.
The combustion of the gas produced can be tested 7using variable conditions.
Volume of gas produced its composition and the ultimate economics of the process
can be determined and perfected much more quickly.
<PAGE> 5
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Competitive Conditions
Oil shale gasification is a relatively new process for the commercial production
of synthetic natural gas, and there are comparatively few companies involved in
this activity. At least initially, Ramex does not anticipate any significant
competition for geological prospects suitable for conducting its operations from
other entities in the oil shale gasification industry. However, Ramex may
encounter competition in obtaining future prospects and in selling natural gas
by other companies and individuals engaged in traditinal exploration for oil and
gas as well as in the organization and conduct of drilling programs, may of whom
have greater financial resources and technical capabilities than the Registrant.
REGULATION
General
Ramex has no operations that are currently affected by political developments
and federal and state laws and regulations. In particular, oil and natural gas
production operations and economics are or have been affected by price control,
tax and other laws relating to the oil and natural gas industry, by changes in
such laws and by changing administrative regulations. There are currently no
price controls on oil, condensate or NGLs; to the extent price controls remain
applicable after the enactment of the Natural Gas Wellhead Decontrol Act of
1989.
Legislation affecting the oil and natural gas industry is under constant review
for amendment or expansion, frequently increasing the regulatory burden. Also,
numerous departments and agencies, both federal and state, are authorized by
statute to issue and have issued rules and regulations binding on the oil and
natural gas industry and its individual members, compliance with which is often
difficult and costly and certain of which carry substantial penalties for the
failure to comply. Ramex cannot predict how existing regulations may be
interpreted by enforcement agencies or courts, nor whether amendments or
additional regulations will be adopted, nor what effect such interpretations and
changes may have on Ramex's business or financial condition.
Natural Gas Regulation
Historically, interstate pipeline companies generally acted as wholesale
merchants by purchasing natural gas from producers and reselling the natural gas
to local distribution companies and large end users. Commencing in late 1985,
the Federal Energy Regulatory Commission (the "FERC") issued a series of orders
that have had a major impact on interstate natural gas pipeline operations,
services, and rates, and thus have significantly altered the marketing and price
of natural gas. The FERC's key rule making action, Order No. 636 ("Order 636"),
issued in April 1992, required each interstate pipeline to, among other things,
"unbundle" its traditional bundled sales services and create and make available
on an open and nondiscriminatory basis numerous constituent services (such as
gathering services, storage services, firm and interruptible transportation
services, and standby sales and natural gas balancing services), and to adopt a
new rate making methodology to determine
<PAGE> 6
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Natural Gas Regulation (Continued)
appropriate rates for those services. To the extent the pipeline company or its
sales affiliate makes natural gas sales as a merchant in the future, it does so
pursuant to private contracts in direct competition with all other sellers;
however, pipeline companies and their affiliates were not required to remain
"merchants" of natural gas, and most of the interstate pipeline companies have
become "transporters only." In subsequent orders, the FERC largely affirmed the
major features of Order 636 and denied a stay of the implementation of the new
rules pending judicial review. By the end of 1994, the FERC had concluded the
Order 636 restructuring proceedings, and, in general, accepted rate filings
implementing Order 636 on every major interstate pipeline. However, even though
the implementation of Order 636 on individual interstate pipelines is
essentially complete, many of the individual pipeline restructuring proceedings,
as well as Order 636 itself and the regulations promulgated thereunder, are
subject to pending appellate review and could possibly be changed as a result of
future court orders. Ramex cannot predict whether the FERC's orders will be
affirmed on appeal or what the effects will be on its business.
In recent years the FERC also has pursued a number of other important policy
initiatives which could significantly affect the marketing of natural gas. Some
of the more notable of these regulatory initiatives include (i) a series of
orders in individual pipeline proceedings articulating a policy of generally
approving the voluntary divestiture of interstate pipeline owned gathering
facilities by interstate pipelines to their affiliates (the so-called "spin
down" of previously regulated gathering facilities to the pipeline's
non-regulated affiliate), (ii) the completion of a rule making involving the
regulation of pipelines with marketing affiliates under Order No. 498, (iii) the
FERC's ongoing efforts to promulgate standards for pipeline electronic bulletin
boards and electronic data exchange, (iv) a generic inquiry into the pricing of
interstate pipeline capacity, (v) efforts to refine the FERC's regulations
controlling operation of the secondary market for released pipeline capacity,
and (vi) a policy statement regarding market based rates and other
non-cost-based rates for interstate pipeline transmission and storage capacity.
Several of these initiatives are intended to enhance competition in natural gas
markets, although some, such as "spin downs," may have the adverse effect of
increasing the cost of doing business on some in the industry as a result of the
monopolization of those facilities by their new, unregulated owners. The FERC
has attempted to address some of these concerns in its orders authorizing such
"spin downs," but it remains to be seen what effect these activities will have
on access to initiatives, the ongoing, or in some instances, preliminary
evolving nature of these regulatory initiatives makes it impossible at this time
to predict their ultimate impact on Ramex's business.
Federal Taxation
The federal government may propose tax initiatives that affect the oil and
natural gas industry, including Ramex. Due to the preliminary nature of these
proposals, Ramex in unable to determine what effect, if any, the proposals would
have on product demand or Ramex's results of operations.
<PAGE> 7
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Other Proposed Legislation
In the past, Congress has been very active in the area of natural gas
regulation. Legislative proposals are pending in various states which, if
enacted, could significantl7y affect the petroleum industry. Ramex cannot
predict which proposals, if any may actually be enacted by Congress or any of
the state legislatures, and what impact, if any, such proposals may have on
Ramex's operations.
Environmental
Ramex currently has no operations. If Ramex were to initiate any drilling or
exploitation of oil shale, the Company would be subject to numerous laws and
regulations governing the discharge of materials into the environment or
otherwise relating to environmental protection. These laws and regulations
require the acquisition of a permit before drilling commences, restrict the
types, quantities and concentration of various substances that can be released
into the environment in connection with drilling and production activities,
limit or prohibit drilling activities on certain lands lying within wilderness,
wetlands and other protected areas, and impose substantial liabilities for
pollution which might result from Ramex's operations. Moreover, the recent
trend toward stricter standards in environmental legislation and regulation is
likely to continue.
For instance, legislation has been proposed in Congress from time to time that
would reclassify certain crude oil and natural gas exploitation and production
wastes as "hazardous wastes" which would make the reclassified wastes subject to
much more stringent handling, disposal and clean-up requirements. If such
legislation were to be enacted, it could have a significant impact on the
operating costs for the oil and natural gas industry in general. Initiatives to
further regulate the disposal of crude oil and natural gas wastes are also
pending in certain states, and these various initiatives could have a similar
impact. This could incur substantial costs to comply with environmental laws
and regulations. In addition to compliance costs, government entities and other
third parties may assert substantial liabilities against owners and operators of
oil and natural gas properties for oil spills, discharge of hazardous materials,
remediation and clean-up costs and other environmental damages, including
damages caused by previous property owners.
The Pollution Act of 1990 (OPA") imposes a variety of regulations on
"responsible parties" related to the prevention of oil spills. The
implementation of new, or the modification of existing, environmental laws or
regulations, including regulations promulgated pursuant to the Oil Pollution Act
f 1990, could have a material adverse impact on Ramex. While Ramex does not
anticipate incurring material costs in connection with environmental compliance
and remediation, it cannot guarantee that material costs will not be incurred.
Employees
At January 31, 2000, the Registrant had no salaried employees.
<PAGE> 8
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Other
Ramex began negotiations in November of 1999, and executed a plan of
reorganization on January 7, 2000 with SportsSports.com, Inc., a Florida
Corporation, doing business on the World Wide Web as Sportsend.com. The plan of
reorganization specifies that Ramex will have a one for thirty reverse split
of its issued and outstanding common stock. Ramex also plans to either
dispose of or sell its oil shale gasification business, which would include
its patent.
ITEM 2 PROPERTIES
Patent
In November 1989, Ramex received approval from the U.S. Patent Office for its
patent application for oil shale gasification process. The actual patent was
issued on May 29, 1990. Ramex's patent covers the drilling of a hole into
hydrocarbon bearing shale, inserting a heater and applying heat to the shale
formation to cause a reaction which will produce synthetic natural gas and to
extract that gas through the same bore hole. It also includes the description
of the equipment itself.
The Registrant's executive offices are located at 2204 W. Wellesley, Spokane,
Washington 99205.
ITEM 3 LEGAL PROCEEDINGS
A judgement was granted in 1990 to Jack Guthrie and Associates, Inc. of
Louisville, Kentucky to recover $12,076.70 charged for consulting services,
advertising and presentation work. A judgement was granted in 1992 to Paul A.
Petzrick of Annapolis, Maryland to recover $11,524.00 for consulting services.
As of the date of this Form 10-K for the period ended January 31, 2000, no
further activity has occurred on these lawsuits. The Registrant intends to
settle both of these obligations.
The officers and directors of the Registrant certify that to the best of their
knowledge, neither the Registrant nor any of its officers or directors are
parties to any material legal proceedings or litigation other than that
referenced above. The officers and directors of the registrant do not know of
any other litigation being threatened or contemplated. To the best of the
knowledge of the officers and directors of the Registrant, there are no
investigations of any felonies, misfeasance or securities investigations nor is
there any other pending or threatening litigation at the present time other than
that referenced herein.
<PAGE> 9
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no submissions to a vote of security holders during the fourth fiscal
quarter ended January 31, 2000.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDERS MATTERS
The Registrant's common stock is listed on the OTC Bulletin Board of the NASD
under the symbol "RAMX." No assurance can be given that the present market for
the Registrant's common stock will continue.
The following table sets forth the high-ask and low-bid quotations per share as
published by the National Quotation Bureau, Inc. for the fiscal quarterly
periods indicated:
<TABLE>
Market Price:
Fiscal year ending
January 31,
1999 2000
---------------------- ---------------------
Period High Low High Low
-------------------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
First Quarter $0.017 $0.003 $0.003 $0.009
Second Quarter $0.017 $0.005 $0.04 $0.015
Third Quarter $0.017 $0.005 $0.04 $0.03
Fourth Quarter $0.017 $0.009 $0.19 $0.035
</TABLE>\
Such over-the-counter market quotations reflect inter-dealer prices, without
retail mark-up, markdown or commission and may not necessarily represent actual
transactions.
Shareholders:
As of January 31, 2000 there were approximately 3953 holders of record of the
Common Stock of the Company.
<PAGE> 10
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Dividends
The Company has paid no cash dividends to date, and it does not intend to pay
any cash dividends in the foreseeable future.
ITEM 6 SELECTED FINANCIAL DATA
<TABLE>
Years Ended January 31,
----------------------------------------------------------
1996 1997 1998 1999 2000
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenues -0- -0- -0- -0- -0-
Net loss from operations (21,081) (19,168) (19,901) (22,957) (20,783)
Income from forgiveness
of debt 17,692 -0- -0- -0- -0-
Income from interest -0- 18 27 39 -0-
Net loss (21,081) (19,150) (19,874) (22,918) (20,783)
Net loss per common share NIL NIL NIL NIL NIL
Current assets 9,408 2,209 1,281 6,509 10,484
Current liabilities 144,052 156,003 169,949 181,095 51,127
Long-term liabilities -0- -0- -0- -0- -0-
Total Assets 9,408 2,209 1,281 6,509 10,484
Stockholders'(deficit) (134,644) (153,794) (168,668) (174,586) (50,743)
</TABLE>
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Since inception, the Company's activity has been limited to conducting research
and development of the Process for extracting synthetic natural gas from oil
shale as described elsewhere in this report. The funds used to complete this
research and development were initially provided by the sale of common
restricted stock from the authorized, but unissued, shares of common stock of
Ramex, loans made by shareholders and by the sale of limited partnership
interests in Ramex Research partners, Ltd.
It was determined after the completion of the last field project in Indiana in
1995, that it would be necessary to next go to a laboratory research arrangement
to answer some of the basic questions developed as a result of the field work
done by Ramex. The Company has not undertaken any such laboratory research.
Liquidity and Capital Resources:
As of January 31, 2000 Ramex's current assets were $10,484, and current
liabilities were $51,127. Thus, there was a working capital deficiency of
$40,643.
The current liabilities consist of accounts payable of $46,969 and related party
payables of $4,158. Accounts payable include amounts due on judgements and
various expenses that remain unpaid from Ramex operations. Related party
payables are amounts due Maynard Moe for salary and operating expenses paid out
of pocket. Ramex has no long-term debt. Ramex expects to pay all amounts due.
<PAGE> 11
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Results of Operations:
During the fiscal year ended January 31, 2000, the Company incurred total
expenses of $20,783. These expenses were for normal daily operations of the
Company, including consulting services. As in the past several years, the
Company had no revenues for the year ended January 31, 2000. Due to Ramex's lack
of revenue and assets, substantial doubt remains as to the Company's ability to
continue as a going concern.
Environmental Ramifications of the Ramex Process:
The Company has made in-depth inquiries to ascertain the environmental safety of
its gasification process. To obtain a further understanding of the mobilization
of trace elements and to indicate the environmental and health effects of the
Process, Ramex conducted a survey of literature looking for similar scenarios on
equivalent strata. The survey discovered no relevant information indicating a
possible negative environmental impact of the Ramex process.
Ramex conducted actual field tests on ground water in and around a production
well. In order to assure reliability, both the Indiana Geological Survey and
Environmental Consultants of Clarkville, Indiana conducted a series of tests for
Ramex as well. The tests compared leachate composition and the results showed
that the Process did not materially affect the water in the area near the tested
well sites.
Further discussion of both government and environmental regulations that may
impact future operations of the Company is reported in Item 1. The Company has
no way to predict what impact, if any, such laws and regulations may have on any
of its future operations.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements appear on sequential pages 19 to 30 of this Annual Report
on Form 10-K.
ITEM 9 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Members of the Board of Directors and/or Executive Officers of the Registrant
and further information concerning them are as follows:
<TABLE>
Name Age Position
----------------------------- --- -----------------------------------------------
<S> <C> <C>
Maynard M. Moe 58 President, Chief Executive Officer and Director
Kerry L. Weger 53 Secretary-Treasurer, Director
George Shutt 79 Director
John F. Mayer 58 Director
Sigurd "Morris" Mathisen 67 Vice-President
</TABLE>
There are no family relationships among the current Directors and Officers of
the Company.
<PAGE> 12
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Maynard M. Moe, age 58, President, Chief Executive Officer and a Director, was
elected by the Board of Directors on October 8, 1993 and has served
continuously since that time. He currently works full time to manage Ramex. He
was a Vice-President from January 20, 1993 to October 8, 1993. Mr. Moe was
first hired as a consultant by the Registrant to handle day-to-day
operations of Ramex as well as shareholder relations. He attended Eastern
Washington College of Education in 1959 and 1960. He attended the Spokane
Community College for Oil Advance Burner Technology courses in 1965 and he
received his oil burner mechanics license in 1965. Prior to his consulting work
with Ramex, Mr. Moe was a stockbroker with Dillon Securities in Spokane,
Washington form 1978 to 1992. Mr. Moe obtained Washington State Series 63, NASD
Series 7 and Principle Series 23 licenses. Mr. Moe served as a committee
chairman and vice president and director of the Spokane Stock Exchange for
eighteen months. On August 31, 1992, Mr. Moe's chapter 11 plan of
reorganization was confirmed, in order to pay all personal/business debts in
full over three years. On March 13, 1996, Mr. Moe received a conformed copy
of the Final Decree from the Court closing this case. During the past ten
years, Mr. Moe has worked with different companies as a consultant for
shareholder relations.
Kerry L. Weger, age 53, has been a Director and Secretary-Treasurer
continuously since June 22, 1992. He works as needed attend to matters for
Ramex, a negligible percentage of his time. He currently self-employed as a
contract attorney in Bloomington Indiana and has been for more than five years.
Mr. Weger attended Indiana University and received a B.A. in Business and a JD
from the Indiana University School of Law in 1971. He is a member of the
Indiana and Michigan State Bar Associations. Mr. Weger has been in the
continuous practice of law for twenty years and is currently practicing
corporate law. Mr. Weger has represented several oil and gas drilling and
development companies and is familiar with all phases of drilling and
development. Mr. Weger is active in his community, is a member of the
Bloomington Planning Commission, the Chamber of Commerce Erosion Development
Committee and a past member of the Bloomington Little League Board of Directors
and Monroe County Economic Development Council.
George Shutt, age 79, has been a Director continuously since June 22, 1992.
He acts primarily as a consultant to Ramex with very little of his time
involved. Mr. Shutt is presently the owner and sole proprietor of GESCO
Consultants and has been for more than 5 yearsGESCO Consultants provides
consulting and manufacturing representative services to selected segments
of the aerospace industry. Prior to forming GESCO Consultants in 1981, Mr.
Shutt was employed by Hughes Aircraft Company for thirty years in various
capacities, including subcontracts administrator, project engineer,
manufacturing planning for complex electronic systems and manufacturing
supervisor. Mr. Shutt also worked for Ford Motor Company for five years in
commercial sales and development of specialized vehicles. Mr. Shutt has worked
variously for Lockheed Aircraft Co. In the Research and Development Department.
He was with the U.S. Air Force as an instructor on instrument flying techniques.
John F. Mayer, age 58, has been a Director continuously since October 1988.
He held the offices of President and Chief Executive Officer from June 22,
1992 until his resignation from these positions effective October 1, 1993.
He currently acts as a consultant to Ramex with little of his time involved. He
is retired and has been for more than five years. Mr. Mayer attended Southwest
Texas Junior College (Associate of Arts degree), Colorado State University
(Bachelor of Science degree) and the University of Kansas (two years of post
service where he was employed as a civilian scientist and weapons graduate
<PAGE> 13
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
work in physics.). Mr. Mayer retired in 1992 from civil system analyst with
the Department of Defense for 20 years, 13 years of which were in
management positions.
Sigurd "Morris" Mathisen, age 67, has been a Vice-President continously since
October 29, 1993. He generally acts as a consultant to Ramex with little of his
time involved. He has been retired for more than five years. Mr. Mathisen
attended the Virginia Polytechnical Institute, majoring in Civil Engineering and
Building Construction. Mr. Mathisen's work experience has included management,
administration, planning, budgeting, scheduling, contracting, inspecting,
directing all phases of construction, with profit and loss responsibility on all
types of commercial, industrial, fossil and nuclear power generation, and
hazardous waste facilities. Mr. Mathisen was instrumental in the installation
baghouses, wet scrubber systems, and or electrostatic precipitators on four
separate 500 mega watt fossil fuel power generation units. During more than four
years he was Assistant Resident Manager for J.A Jones Construction Co. at
Hanford, Washington. He has been responsible for direction of 1,500 employees
plus subcontractors, on new and maintenance construction of nuclear and nuclear
waste facilities and involved with the construction of a total of twenty-six
multi-million dollar projects.
The terms of such Directors and Officers are for a period of one year or until
their successors are duly elected and qualified.
ITEM 11 REMUNERATION OF DIRECTORS AND OFFICERS
Officers:
For the fiscal year ended January 31, 2000 none of the Officers of the
Registrant had cash compensation in excess of $20,000. The only Officer
who received remuneration is the President, Mr. Maynard Moe, in the amount of
$1,000 per month for a total annual disbursement of $12,000.
Directors:
The Directors of the Company received no compensation for services rendered to
the Registrant during the fiscal year ended January 31, 2000 with the
exception of Mr. Maynard Moe who, as President receives remuneration as listed
above.
Stock Option and Compensation Bonus Plan:
Ramex's Stock Option and Compensation Bonus Plan (the "Plan") authorizes
3,000,000 shares of Common Stock for issuance to directors, officers,
key-employees, consultants and advisors who contribute materially to the success
and profitability of Ramex and who provide key services, consultation or advice
to Ramex. As of January 31, 1991, there were 666,666 shares issued pursuant to
the Plan. The Plan is intended to advance the interests of Ramex by encouraging
and enabling the directors, officers, key employees, consultants and advisors to
acquire and retain a proprietary interest in Ramex by ownership if its stock.
The Plan is administered by the Board of Directors. The exercise price of each
option is to be not less than 76% of the fair market value of the Common Stock
on the date of grant or issuance. An option may be exercised for the following
maximum amounts: 33% of the amount granted any time at least six months
subsequent to the date of grant, an additional 33% of the amount granted any
time at least 15 months subsequent to the date of grant, an additional 34% of
the amount granted any time at least 27 months subsequent to the date of grant.
<PAGE> 14
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Options under the Plan may not be sold, pledged, signed, hypothecated,
transferred or otherwise disposed of and are exercised only by the Optionee or
upon his death by his legal representative.
In the event of termination for cause of an Optionee's employment with Ramex,
the options shall expire immediately upon such termination. If the Optionee
dies during his employment with Ramex, his options shall be exercisable by his
personal representative to the extent the Optionee would have been entitled to
exercise such option if he had continued to live and be in such employment, for
the lesser of one year after his death or for the remaining term of the option.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information, as of January 31, 2000 as to each
person who is known to the Company to be the beneficial owner of more than 5% of
the Common Stock of the Company, and as to the security ownership of each
Director of the Company and all officers and Directors of the company as a
group. Except where specifically noted, each person listed in the table has
sole voting and investment poser to the shares listed.
<TABLE>
Security Ownership
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner of Beneficial Ownership of Class
------------ -------------------------- ------------------------ ------------
<C> <S> <S> <S>
Directors and Executive Officers:
Common Stock MAYNARD M. MOE 8,913,200 31.68%
President, Chief Executive
Officer, Director
2204 W. Wellesley
Spokane, WA 99205
Common Stock JOHN F. MAYER 3,257,100 11.58%
Director
534 Valley Drive
Kerrville, Texas 78028
Common Stock KERRY WEGER 641,000 2.28%
Secretary/Treasurer
3023 Daniel Street
Bloomington, IN 47401
Common Stock GEORGE SHUTT 92,450 .33%
Director
17582 Meridith Dr.
Santa Ana, CA 92705
Common Stock SIGURD "MORRIS" MATHISEN 81,750 .30%
Vice-President
6415 N. Fleming
Spokane, WA 99208
Common Stock ALL DIRECTORS and 12,985,500 46.17%
Executive Officers as a group
(5 persons) as of the date of this Form 10-K
</TABLE>
<PAGE> 15
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Stockholders owning more than 5% of the Registrant's Voting Securities:
Maynard Moe, 31.68% and John Meyer, 11.58%
ITEM 13 INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
There have been no transactions or series of transactions, or proposed
transactions during the last fiscal year to which the Registrant is a party in
which, which any director, nominee for election as a director, executive officer
or beneficial owner of five percent or more of the Registrant's common stock, or
any member of the immediate family of the foregoing had or is to have a direct
or indirect material interest exceeding $60,000.
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(a) (1) The financial statements listed in the following index are filed as
part of this Annual Report on Form 10-K:
Sequential
Page
Title Page 18
Table of Contents 18
Report of Independent Auditor 19
Statement of Financial Position at January 31, 2000,
1999 and 1998 20
Statement of Operations for the Years Ended January 31,
2000, 1999 and 1998 21
Statement of Changes in Stockholders' Equity for the
Years Ended January 31, 2000, 1999 and 1998 22
Statement of Cash Flows for the Years Ended January 31,
2000, 1999 and 1998 23
Notes to Financial Statements at January 31,
2000, 1999 and 1998 24-27
(a) (2) Financial Statement Schedules are not filed with this Annual Report
on Form 10-K because the Schedules are either inapplicable or the required
information is presented in the Financial Statements or Notes hereto.
(a) (3) Exhibits
Exhibits required by Item 601 of Regulation S-K are as follows:
2) Plan of acquisition, reorganization, arrangement, liquidation
or succession 28
23) Consent of experts and counsel. 40
27) Financial Data Schedule (electronic filing only) 41
All other exhibits are omitted as not applicable.
(b) Form 8-K, filed on January 12, 2000, reported an agreement and plan of
reorganization with SportsSports.com Inc, a Florida Corporation, and is
considered to be included herein by reference.
<PAGE> 16
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
SIGNATURES
Pursuant to the requirements of Section 13 of 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.
Ramex Synfuels International, Inc.
Registrant
Dated: July 11, 2000 By: /s/ Maynard M. Moe
------------------ -------------------------------------
Maynard M. Moe
President, CEO and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and on the
dates indicated.
Dated: July 11, 2000 By: /s/ Maynard M. Moe
------------------ -------------------------------------
Maynard M. Moe
President, CEO and Director
Dated: July 11, 2000 By: /s/ Kerry L. Wegner
------------------ -------------------------------------
Kerry L. Weger,
Secretary/Treasurer and Director
Dated: July 11, 2000 By: /s/ George Shutt
------------------ -------------------------------------
George Shutt
Director
Dated: July 11, 2000 By: /s/ John F. Mayer
------------------ -------------------------------------
John F. Mayer
Director
<PAGE> 17
RAMEX SYNFUELS
INTERNATIONAL, INC.
FINANCIAL STATEMENTS
January 31, 2000
WILLIAMS & WEBSTER PS
Certified Public Accountants
BANK OF AMERICA FINANCIAL CENTER
601 W. RIVERSIDE, SUITE 1940
SPOKANE, WA 99201
(509) 838-5111
RAMEX SYNFUELS INTERNATIONAL, INC.
TABLE OF CONTENTS
Independent Auditor's Report 1
Statements of Financial Position 2
Statements of Operations 3
Statement of Stockholders' Equity (Deficit) 4
Statements of Cash Flows 5
Notes to Financial Statements 6
<PAGE> 18
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Ramex Synfuels International, Inc.
Spokane, Washington
We have audited the accompanying statements of financial position of Ramex
Synfuels International, Inc. as of January 31, 2000, 1999 and 1998 and the
related statements of operations, changes in stockholders' equity (deficit), and
cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentations. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ramex Synfuels International,
Inc. as of January 31, 2000, 1999 and 1998 and the results of operations,
changes in stockholders' equity (deficit) and cash flows for the years then
ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered recurring losses from operations,
has generated no revenues in the last three years, has a working capital deficit
and substantial liabilities. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Williams & Webster, P.S.
Spokane, Washington
March 2, 2000
<PAGE> 19
RAMEX SYNFUELS INTERNATIONAL, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
January 31, January 31, January 31,
2000 1999 1998
------------- ----------- -----------
<S> <C> <C> <C>
CURRENT ASSETS
Cash $ 10,484 $ 6,509 $ 1,281
------------- ----------- -----------
TOTAL ASSETS $ 10,484 $ 6,509 $ 1,281
============= =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 46,969 $ 62,801 $ 64,295
Related party payables 4,158 118,294 105,654
------------- ----------- -----------
Total Current Liabilities 51,127 181,095 169,949
------------- ----------- -----------
COMMITMENTS AND CONTINGENCIES 10,100 - -
------------- ----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; $.01 par
value; 125,000,000 shares
authorized; 28,138,765,
16,023,465 and 14,323,465
shares issued and
outstanding as of
January 31, 2000, 1999 \
and 1998, respectively 281,387 160,234 143,234
Additional paid-in capital 4,618,402 4,594,929 4,594,929
Accumulated deficit (4,950,532) (4,929,749) (4,906,831)
------------- ----------- -----------
Total Stockholders'
Equity (Deficit) (50,743) (174,586) (168,668)
------------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 10,484 $ 6,509 $ 1,281
============= =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 20
RAMEX SYNFUELS INTERNATIONAL, INC.
Statements of Operations
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
January 31, January 31, January 31,
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
REVENUE $ - $ - $ -
----------- ----------- -----------
GENERAL AND ADMINSTRATIVE EXPENSES 20,783 22,957 19,901
----------- ----------- -----------
(LOSS) FROM OPERATIONS (20,783) (22,957) (19,901)
OTHER INCOME
Interest - 39 27
----------- ----------- -----------
LOSS BEFORE INCOME TAXES (20,783) (22,918) (19,874)
INCOME TAXES - - -
----------- ----------- -----------
NET LOSS $ (20,783) $ (22,918) $ (19,874)
=========== =========== ===========
BASIC AND DILUTED
NET (LOSS) PER SHARE (NIL) (NIL) (NIL)
=========== =========== ===========
BASIC AND DILUTED
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 26,687,245 15,385,383 14,219,081
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 21
RAMEX SYNFUELS INTERNATIONAL, INC.
Statement of Changes in Stockholders' Equity
<TABLE>
<CAPTION>
Common Stock Additional
-------------------------- Paid-In Accumulated
Shares Amount Capital (Deficit) Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance,
February 1, 1997 13,823,465 $ 138,234 $4,594,929 $(4,886,957) $ (153,794)
Common stock
issued for cash
at $.01 per
share 500,000 5,000 - - 5,000
Net loss for
the year ended
January 31, 1998 - - - (19,874) (19,874)
----------- ----------- ----------- ----------- -----------
Balance,
January 31, 1998 14,323,465 143,234 4,594,929 (4,906,831) (168,668)
Common stock
issued for cash
at $.01 per share 1,700,000 17,000 - - 17,000
Net loss for
the year ended
January 31, 1999 - - - (22,918) (22,918)
----------- ----------- ----------- ----------- -----------
Balance,
January 31, 1999 16,023,465 160,234 4,594,929 (4,929,749) (174,586)
Common stock
issued for
accounts
payable and
related party
payables at
prices ranging
from $0.01 to
$0.03 per share 11,065,300 110,653 23,473 - 134,126
Common stock
issued for
services at
$0.01 per share 50,000 500 - - 500
Common stock
issued for cash
at $0.01 per share 1,000,000 10,000 - - 10,000
Net loss for
the year ended
January 31, 2000 - - - (20,783) (20,783)
----------- ----------- ----------- ----------- -----------
Balance,
January 31, 2000 28,138,765 $ 281,387 $4,618,402 $(4,950,532) $ (50,743)
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE> 22
RAMEX SYNFUELS INTERNATIONAL, INC.
Statements of Cash Flows For the Years
</TABLE>
<TABLE>
<CAPTION>
January 31, January 31, January 31,
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net (loss) $ (20,783) $ (22,918) $ (19,874)
Common stock issued for services 500 - -
Changes in assets and liabilities:
Accounts payable - (1,494) -
Commitments and contingencies 10,100 - -
Related party payables 4,158 12,640 13,946
----------- ----------- -----------
Net cash used by operating activities (6,025) (11,772) (5,928)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
- - -
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 10,000 17,000 5,000
----------- ----------- -----------
Net cash from financing activities 10,000 17,000 5,000
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH 3,975 5,228 (928)
CASH AT BEGINNING OF YEAR 6,509 1,281 2,209
----------- ----------- -----------
CASH AT END OF YEAR $ 10,484 $ 6,509 $ 1,281
=========== =========== ===========
SUPPLEMENTAL INFORMATION:
Interest paid $ - $ - $ -
Taxes paid $ - $ - $ -
Non-cash financing activities:
Common stock issued for services $ 500 $ - $ -
Common stock issued for accounts payable
and related party payables $ 134,126 $ - $ -
The accompanying notes are an integral part of these financial statements.
<PAGE> 23
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2000
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company's predecessor, Cache Oil Corporation, was incorporated in March
1980, under the laws of the State of Utah. In July 1980, Cache Oil Corporation
purchased, in a business combination, all of the outstanding common stock of
Ramex Horn, Inc., a Wyoming corporation, which was subsequently dissolved. In
December 1980, Cache Oil merged with a wholly owned subsidiary of Ramex Horn,
Inc., Ramex Synthetic Fuels International, Inc., a Utah corporation, at which
time the name of the surviving Utah corporation was changed to Ramex Synfuels
International, Inc. (the Company). The Company had been in the development
stage prior to 1992, at which time operations ceased. Currently management is
seeking new capital through formation of a strategic alliance or joint venture.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
This summary of significant accounting policies of Ramex Synfuels International,
Inc. is presented to assist in understanding the Company's financial statements.
The financial statements and notes are representations of the Company's
management, which is responsible for their integrity and objectivity. These
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting with a year end of January 31.
Loss per Share
Loss per share is computed by dividing the net loss by the weighted average
number of common shares outstanding during the year. The weighted average
number is calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding. Basic and diluted loss
per share is the same as there are no common stock equivalents outstanding.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
Financial Accounting Standards
The Company has adopted the fair value accounting rules to record all
transactions in equity instruments for goods or services.
<PAGE> 24
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Continued)
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Provision for Taxes
At January 31, 2000, the Company has a net operating loss carryforward of
approximately $4,950,000 that may be offset through 2014. No tax benefit has
been reported in the financial statements as the Company believes there is a 50%
or greater chance the net operating loss carryforwards will expire unused.
Accordingly, the potential tax benefits of the net operating loss carryforwards
are offset by a valuation allowance of the same amount.
NOTE 3 - GOING CONCERN
The Company's financial statements have been presented on a going concern basis
that contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. In recent years however, the Company has
sustained substantial operating losses without generating any revenues. In
addition, the Company has substantial liabilities and a working capital deficit
of $40,643. These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
Management's plans to mitigate this issue are summarized as follows:
Management has provided an infusion of cash through advances from officers and
directors and minimized the Company's cash expenditures. Management also
intends to seek new capital by forming a strategic alliance or joint venture.
The above actions are expected to provide funds needed to increase liquidity and
implement the Company's business plans. See Notes 7 and 9.
NOTE 4 - STOCK OPTION AND COMPENSATION BONUS PLAN
In 1989, the Company established a nonqualified stock option plan for its
directors, employees, and outside consultants. Under the plan, options to
purchase shares of the Company's common stock may be granted at 76% of the fair
market value of the common stock at the date of grant. Options may be partially
exercised within six months of the grant and are fully exercisable within
twenty-seven months of the grant date.
NOTE 4 - STOCK OPTION AND COMPENSATION BONUS PLAN (Continued)
The Company originally provided for a maximum of 3,000,000 shares to be issued
under the stock option plan. In 1989 and 1990, the Company issued 1,366,667
shares under the plan and has issued no additional shares since that time. The
remaining shares available under the plan were reduced to 163,333 due to the
Company's reverse stock split in 1994.
<PAGE> 25
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2000
NOTE 5 -RELATED PARTY TRANSACTIONS
As of January 31, 2000, 1999 and 1998, the Company owed $4,158, $118,294 and
$105,654, respectively to officers for accrued consulting fees, advances and
expenses paid on behalf of the Company. During the year ended January 31, 2000,
stock was issued to related parties in payment of a majority of the related
party payables. See Note 8.
NOTE 6 - ACCOUNTS PAYABLE
Accounts payable principally consists of trade payables which are several years
old. It appears that no efforts are being made by the vendors to collect these
delinquent balances, and the Company believes that collection efforts are
unlikely. During the year ended January 31, 2000, stock was issued in payment
of a portion of the accounts payable. See Note 8.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Ramex Research Partners, Ltd.
In September 1993, the Company as the general partner in newly formed Ramex
Research Partners, Ltd., a Texas limited partnership, raised $110,000 for
further development of an oil shale gasification process. This process is
protected by a patent (issued on May 29, 1990), owned by the Company, which is
carried at no cost on the Company's financial statements. In return for this
funding, the Company has granted to the limited partners a limited term royalty
payable from the future proceeds, if any, of gas produced from the application
of this process. This limited term royalty will continue until the limited
partners have received the greater of (1) payments aggregating 1.10% of the net
profits derived from the first 1,000 productive wells using this process, or (2)
payments aggregating ten times the limited partners' original investment.
The Company anticipates that it will sell the above referenced technology to the
President of the Company for a nominal consideration, after approval of the
Acquisition of Sportsend (see Note 7.) Attendant with the ownership of the
technology, the liabilities related thereto will also be transferred.
Sports Sports.Com, Inc.
During January 2000, the Company executed a plan of reorganization with Sports
Sports.Com, Inc., (hereinafter "Sportsend") a Florida corporation, doing
business on the World Wide Web as Sportsend.Com. In executing the plan of
reorganization, the Company is expected to have a one for thirty reverse split
of its issued and outstanding common stock and pay off all currently existing
liabilities. On January 27, 2000, Sportsend advanced $130,000 to a trust account
that is controlled by the president of Ramex for the purpose of liquidating
these liabilities and paying expenses related to the plan of reorganization. At
January 31, 2000, Sportsend had advanced $10,100 to the Company for the specific
purpose of paying for the shareholders' proxy in regard to this plan of
reorganization. After the reverse stock split and payment of liabilities, the
Company intends to acquire Sportsend in a reverse merger through a stock
for stock transaction. The acquisition date is expected to be set once both
companies have their annual audited financial statements and the aforementioned
conditions have been met.
<PAGE> 26
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2000
NOTE 8 - COMMON STOCK
During the year ended January 31, 2000, the Company issued 11,065,300 shares of
its common stock for in payment of accounts payable and related party payables
at prices ranging from $0.01 to $0.03 per share. The Company also issued 50,000
shares of common stock for services at $0.01 per share and 1,000,000 shares of
common stock for cash at $0.01 per share. The shares were issued at the fair
market value on the date of issuance.
During the years ended January 31, 1999 and 1998, the Company sold 1,700,000 and
500,000 shares of its common stock, respectively, at $0.01 per share, which was
the fair market value of the shares on the date of issuance.
NOTE 9 - SUBSEQUENT EVENTS
The Company has executed a plan of reorganization with Sports Sports.Com, Inc. a
Florida corporation, doing business on the World Wide Web as Sportsend.Com. The
reorganization calls for acquisition of Sportsend through stock for stock
transactions after a one for thirty reverse stock split of the Company's common
stock and other conditions are met. See Note 7.
</TABLE>
