<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2000
Commission file number 000-18081
RAMEX SYNFUELS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 87-0360039
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2204 W. Wellesley
Spokane, WA
(Address of principal executive offices)
99205
(Zip Code)
(509) 328-9633
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes (X) No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of July 31, 2000:
28,138,765
<PAGE> 1
PART I
ITEM 1 FINANCIAL INFORMATION
RAMEX SYNFUELS
INTERNATIONAL, INC.
FINANCIAL STATEMENTS
JULY 31, 2000 AND JANUARY 31, 2000
WILLIAMS & WEBSTER PS
CERTIFIED PUBLIC ACCOUNTANTS
BANK OF AMERICA FINANCIAL CENTER
W 601 RIVERSIDE, SUITE 1940
SPOKANE, WA 99201
(509) 838-5111
RAMEX SYNFUELS
INTERNATIONAL, INC.
JULY 31, 2000
TABLE OF CONTENTS
ACCOUNTANT'S REVIEW REPORT 1
FINANCIAL STATEMENTS
Balance Sheets 2
Statements of Operations 3
Statement of Stockholders' Equity (Deficit) 4
Statements of Cash Flows 5
NOTES TO FINANCIAL STATEMENTS 6
<PAGE> 2
Board of Directors
Ramex Synfuels International, Inc.
Spokane, WA
Accountant's Review Report
We have reviewed the accompanying balance sheets of Ramex Synfuels
International, Inc. as of July 31, 2000 and the related statements of
operations, cash flows, and stockholders' equity for the six months ended July
31, 2000. All information included in these financial statements is the
representation of the management of Ramex Synfuels International, Inc.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
The financial statements for the year ended January 31, 2000 were audited by us
and we expressed an unqualified opinion on them in our report dated March 2,
2000, but we have not performed any auditing procedures since that date. The
statements of operations and cash flows for the six months ending July 31, 1999
were prepared by management without audit or review and accordingly, no opinion
or other form of assurance has been expressed on them.
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.
/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
September 6, 2000
<PAGE> 3
RAMEX SYNFUELS INTERNATIONAL, INC.
BALANCE SHEETS
<TABLE>
July 31, January 31,
2000 2000
(unaudited)
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 1,045 $ 10,484
------------ ------------
TOTAL CURRENT ASSETS 1,045 10,484
------------ ------------
TOTAL ASSETS $ 1,045 $ 10,484
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 46,288 $ 46,969
Related party payables 3,231 4,158
------------ ------------
TOTAL CURRENT LIABILITIES 49,519 51,127
------------ ------------
COMMITMENTS AND CONTINGENCIES 10,100 10,100
------------ ------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; $.01 par value:
125,000,000 shares authorized;
28,138,765 shares issued and
outstanding 281,387 281,387
Additional paid-in capital 4,633,708 4,618,402
Accumulated deficit (4,973,669) (4,950,532)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (58,574) (50,743)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 1,045 $ 10,484
============ ============
</TABLE>
See accountant's review report and notes to financial statements
Accountants' page 2
<PAGE> 4
RAMEX SYNFUELS INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
<TABLE>
For the Three Months Ended For the Six Months Ended
July 31, July 31
(Unaudited) (Unaudited)
-------------------------- --------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ -
GENERAL AND ADMINISTRATIVE EXPENSES 5,119 4,021 23,137 12,399
------------ ------------ ------------ ------------
OPERATING LOSS $ (5,119) (4,021) (23,137) (12,399)
PROVISION FOR INCOME TAXES - - - -
------------ ------------ ------------ ------------
NET LOSS $ (5,119) (4,021) (23,137) (12,399)
============ ============ ============ ============
BASIC AND DILUTED
NET LOSS PER SHARE $ nil $ nil $ nil $ nil
============ ============ ============ ============
BASIC AND DILUTED
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 28,138,765 27,334,417 28,138,765 25,211,666
============ ============ ============ ============
</TABLE>
See accountant's review report and notes to financial statements
Accountants' page 3
<PAGE> 5
RAMEX SYNFUELS INTERNATIONAL, INC.
STATEMENT STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
Common Stock Additional
---------------------- Paid-ion Accumulated
Shares Amount Capital Deficit Totals
---------- ---------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
Balance,
February 1, 1999 16,023,465 $ 160,234 $ 4,594,929 $ (4,929,749) $ (174,586)
Common stock issued
For accts payable
And related party
Payables at prices
Ranging from $.01
To $.04 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 Jan. 31, 2000 - - - (20,783) (20,783)
---------- ---------- ------------ ------------ ----------
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)
Contribution of
additional
paid-in capital - - 15,306 - 15,306
Net loss for
six months ended
July 31, 2000 - - - (23,137) (23,137)
---------- ---------- ------------ ------------ ----------
Balance,
July 31, 2000
(unaudited) 28,138,765 $ 281,387 $ 4,633,708 $ (4,973,669) $ (58,574)
========== ========== ============ ============ ==========
</TABLE>
See accountant's review report and notes to financial statements
Accountants' page 4
<PAGE> 6
RAMEX SYNFUELS INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
For the Six Months Ended
July 31,
--------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (23,137) $ (12,399)
Adjustments to reconcile net loss to
net cash used by operating activities:
Common stock issued for services - 500
Common stock issued for related
parties payable - 1,000
Increase (decrease) in payables (681) -
Increase (decrease) in related
party payables (927) -
------------ ------------
Net cash used in operating activities (24,745) (10,899)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES - -
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock - 10,000
Contribution to additional paid-in capital 15,306 -
------------ ------------
Net cash provided by financing activities 15,306 10,000
------------ ------------
Change in cash (9,439) (899)
Cash, beginning of period 10,484 6,509
------------ ------------
Cash end of period $ 1,045 $ 5,610
============ ============
Supplemental cash flow disclosure:
Income taxes paid in cash $ - $ -
============ ============
Interest paid in cash $ - $ -
============ ============
Non-cash financing activities:
Common stock issued for services $ - $ 500
============ ============
Common stock issued for related
parties payable $ - $ 1,000
============ ============
</TABLE>
See accountant's review report and notes to financial statements
Accountants' page 5
<PAGE> 7
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 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 ACCOUNTING 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.
Basic and Diluted 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 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.
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.
Accountants' page 6
<PAGE> 8
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Provision for Taxes
At July 31, 2000, the Company has a net operating loss carryforward of
approximately $4,973,000 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.
Impaired Asset Policy
In March 1995, the Financial Accounting Standards Board issued a statement
titled "Accounting for Impairment of Long-lived Assets." In complying with this
standard, the Company will review its long-lived assets quarterly to determine
if any events or changes in circumstances have transpired which indicate that
the carrying value of its assets may not be recoverable. The Company does not
believe any adjustments are needed to the carrying value of its assets at July
31, 2000.
Derivative Instruments
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
At July 31, 2000, the Company has not engaged in any transactions that would be
considered derivative instruments or hedging activities.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Interim Financial Statements
The interim financial statements as of and for the six months ended July 31,
2000, included herein have been prepared for the Company, without audit. They
reflect all adjustments which are, in the opinion of management, necessary to
present fairly the results of operations for these periods. All such
adjustments are normal recurring adjustments. The results of operations for the
periods presented are not necessarily indicative of the results to be expected
for the full fiscal year.
Revenue Recognition Policy
Revenues from sales will be recognized at the point of sale.
<PAGE> 9
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
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 $48,474. 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. No options were outstanding as of July
31, 2000.
NOTE 5 -RELATED PARTY TRANSACTIONS
As of July 31, 2000 and January 31, 2000, the Company owed $3,231 and $4,158,
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.
<PAGE> 10
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
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
patented process, a partially developed technology for gasification of oil
shale, remains unproven. Management estimates that completing development and
testing the technology would cost in excess of one million dollars. There is no
assurance that the process would ever be successfully developed. Therefore
management determines that in its current state the fair value of the technology
is nil.
The Company anticipates that it will sell the technology to the President of the
Company for the nominal consideration of one dollar, after approval of the
acquisition of Sportsend. (See Note 7.) Attendant with the ownership of the
technology, any future prospective liabilities related thereto will also be
transferred. Currently there are no liabilities associated with the technology.
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. Subsequent to these financial statements, Sportsend has 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.
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.
<PAGE> 11
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
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.
NOTE 10 - YEAR 2000 ISSUES
Like other companies, Ramex Synfuels International, Inc. could be adversely
affected if the computer systems it, its suppliers or customers use do not
properly process and calculate date-related information and data from the period
surrounding and including January 1, 2000. This is commonly known as the "Year
2000" issue. Additionally, this issue could impact non-computer systems and
devices such as production equipment, elevators, etc. At this time there have
been no known problems related to the Year 2000 issue.
The Company has reviewed its business and processing systems and believes that
the majority of its systems are already year 2000 compliant or can be made so
with software updates. Based on its assessments, the Company regards the costs
associated with Year 2000 readiness to be immaterial. All costs associated with
the Year 2000 issue will be expensed as incurred.
<PAGE> 12
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Financial Condition:
The Company's only asset as of July 31, 2000 was cash of $1,045. Current
liabilities as of that date were $49,519, which resulted in a working capital
deficiency of $48,474. Since January 31, 2000, the working capital deficiency
has increased by $7,831, which was due to the payment of normal operating
expenses.
Results of Operations:
The Company had no revenue for the quarter ended July 31, 2000. General and
administrative expenses of $5,119 were comprised of normal operating expenses
such as accounting, office, telephone and filing fees.
PART II
ITEM 1 LEGAL PROCEEDINGS
NONE
ITEM 2 CHANGES IN SECURITIES
NONE
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5 OTHER INFORMATION
NONE
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
Exhibits required by Item 601:
(23) Consent of experts and council Attached
(27) Financial Data Schedule, Electronic Filing Only Attached
No reports were filed on Form 8-K in the quarter ending July 31, 2000.
<PAGE> 13
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities and 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: Sept 15, 2000 /s/ Maynard M. Moe
------------------------------------
Maynard M. Moe, President and
Chief Executive Officer
Dated: Sept 15, 2000 /s/ Kerry L. Weger
------------------------------------
Kerry L. Weger,
Secretary-Treasurer and
Chief Financial Officer
