<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For quarter ended: April 30, 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 (IRS Employer Ident. No.)
of incorporation or organization)
2204 W. Wellesley
Spokane, Washington 99205
(Address of principal executive offices) (Zip code)
(509) 328-9633
(Registrant's telephone number)
_X_ Yes, Registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for
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.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
Common Stock, $0.01 Par Value
28,138,765 shares as of April 30, 2000
<PAGE> 1
RAMEX SYNFUELS INTERNATIONAL, INC.
QUARTERLY REPORT ON FORM 10-Q
Table of Contents Page
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Information
Accountant's Review Report 4
Financial Statements
Balance Sheets 5
Statements Of Operations 6
Statement Of Stockholders' Equity (Deficit) 7
Statements Of Cash Flows 8
Notes To Financial Statements 9
Item 2 - Management's Discussion And Analysis Of Financial Condition
And Results Of Operations. 13
PART II OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6 Exhibits and Reports on Form 8-K 14
Signatures 14
Exhibit 23 15
Exhibit 27 16
<PAGE> 2
RAMEX SYNFUELS INTERNATIONAL, INC.
QUARTERLY REPORT ON FORM 10-Q
PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS (UNAUDITED)
RAMEX SYNFUELS
INTERNATIONAL, INC.
FINANCIAL STATEMENTS
APRIL 30, 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.
APRIL 30, 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> 3
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 April 30, 2000 and the related statements of
operations, cash flows, and stockholders' equity for the three months ended
April 30, 2000, and for the period from January 31, 1999 through April 30, 2000.
These financial statements are the responsibility of the Company's management.
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.
As discussed in Note 3 to the financial statements, the Company has been seeking
new capital. Management's plans regarding those matters also are described in
Note 7 and 9. These factors raise substantial doubt about the Company's ability
to continue as a going concern. 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
May 26, 2000
Accountant's page 1
<PAGE> 4
RAMEX SYNFUELS INTERNATIONAL, INC.
BALANCE SHEETS
<TABLE>
April 30, January 31,
2000 2000
(unaudited)
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 3,667 $ 10,484
------------ ------------
TOTAL CURRENT ASSETS 3,667 10,484
------------ ------------
TOTAL ASSETS $ 3,667 $ 10,484
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 45,791 $ 46,969
Related party payables 4,231 4,158
------------ ------------
TOTAL CURRENT LIABILITIES 50,022 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 4,630,708 4,618,402
Accumulated deficit (4,968,550) (4,950,532)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (56,455) (50,743)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 3,667 $ 10,484
============ ============
</TABLE>
See accountant's review report and notes to financial statements
Accountant's page 2
<PAGE> 5
RAMEX SYNFUELS INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
<TABLE>
For the Three Months Ended
April 30,
--------------------------
2000 1999
------------ ------------
<S> <C> <C>
REVENUE $ - $ -
GENERAL AND ADMINISTRATIVE EXPENSES 18,018 8,378
------------ ------------
NET LOSS $ (18,018) $ (8,378)
============ ============
BASIC AND DILUTED
NET LOSS PER SHARE $ nil $ nil
============ ============
BASIC AND DILUTED
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 28,138,765 21,831,115
============ ============
</TABLE>
See accountant's review report and notes to financial statements
Accountant's page 3
<PAGE> 6
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, 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 $.01 to
$.03 per share 11,065,300 110,653 23,473 - 134,126
Common stock
issued for
services at
$.01 per share 50,000 500 - - 500
Common stock
issued for cash
at $.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)
Contribution of
additional
paid-in capital - - 12,306 - 12,306
Net loss for
three months
ended
April 30, 2000 - - - (18,018) (18,018)
---------- ---------- ------------ ------------ ----------
Balance,
April 30, 2000
(unaudited) 28,138,765 $ 281,387 $ 4,630,708 $ (4,968,550) $ (56,455)
========== ========== ============ ============ ==========
</TABLE>
See accountant's review report and notes to financial statements
Accountant's page 4
<PAGE> 7
RAMEX SYNFUELS INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
For the Three Months Ended
April 30,
--------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (18,018) $ (8,378)
Adjustments to reconcile net loss to
net cash used by operating actiities:
Common stock issued for services - 500
Common stock issued for related
parties payable - 3,000
Decrease in payables (1,178) -
Increase in related party payables 73 -
------------ ------------
Net cash used in operating activities (19,123) (4,878)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES - -
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock - 5,000
Contribution to additional paid-in capital 12,306 -
------------ ------------
12,306 5,000
------------ ------------
Change in cash (6,817) 122
Cash, beginning of period 10,484 6,509
------------ ------------
Cash end of period $ 3,667 $ 6,631
============ ============
NON-CASH TRANSACTIONS
Common stock issued for related
parties payable $ - $ 114,114
</TABLE>
See accountant's review report and notes to financial statements
Accountant's page 5
<PAGE> 8
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (CONTINUED)
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.
Accountant's page 6
<PAGE> 9
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2000
Provision for Taxes
---------------------
At January 31, 2000, the Company has a net operating loss carryforward of
approximately $4,795,000 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 April
30, 2000.
Year 2000 Issues
------------------
Like other companies, Ramex Synfuels International, Inc. could be adversely
affected if the computer systems the Company, 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 and elevators, etc. At this time, the
Company does not have any evidence of problems associated with the year 2000
issue.
Interim Financial Statements
------------------------------
The interim financial statements as of and for the three months ended April 30,
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.
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 $46,355. 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.
<PAGE> 10
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2000
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.
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.
NOTE 5 -RELATED PARTY TRANSACTIONS
As of April 30, 2000 and January 31, 2000, the Company owed $4,158 and $4,231,
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.
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
<PAGE> 11
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2000
NOTE 7 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
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.
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.
<PAGE> 12
RAMEX SYNFUELS INTERNATIONAL, INC.
QUARTERLY REPORT ON FORM 10-Q
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Results of Operations
Ramex has sustained substantial operating losses without generating any
revenues. In addition, the Company has substantial liabilities and a working
capital deficit of $46,355. 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.
Obtaining additional financing is crucial to the ongoing development of
the corporate existence. Management is considering a possible restructure of
the Corporation as a means of further financing possibilities. Any changes
in corporate structure are subject to shareholder approval.
Subsequent to the three month period ending April 30, 2000, the Company
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. In executing the plan of
reorganization, the Company is expected to pay off all currently existing
liabilities.
Liquidity and Capital Resources:
As of April 30, 2000 Ramex's current assets were $3,667. The Company had
no income during the three month period ended April 30, 2000 and had total
expenses of $18,018, an increase of $9,640 compared to the same three month
period in the previous fiscal year. Said expenses were incurred in the course
of minimal daily operations of the Company and for consulting services.
Since there is no certainty of the success of the negotiations for funding
and since the Registrant has no significant source of income at this time,
uncertainties do exist with respect to the future levels of Liquidity and
Capital which will be necessary to fund the Company's operations and its
ability to maintain adequate levels thereof.
PART II OTHER INFORMATION.
Item 1. Legal Proceedings.
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 those
referenced herein, if any, or others that were reported in prior reports on Form
10-Q. The officers and directors of the registrant do not know of any other
litigation being threatened or contemplated.
Item 2. Changes in Securities.
NONE
<PAGE> 13
RAMEX SYNFUELS INTERNATIONAL, INC.
QUARTERLY REPORT ON FORM 10-Q
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:
(2) Plan of acquisition, reorganization, arrangement,
liquidation or succession (2)
(3) (1) Articles of Incorporation (1)
(2) By-laws (1)
(4) Instruments defining the rights of security holders
including indentures (2)
(10) Material contracts (2)
(11) Statement re computation of per share earnings (2)
(15) Letter re unaudited interim financial information (2)
(18) Letter re change in accounting principles (2)
(22) Published report regarding matters submitted to vote
of security holders (2)
(23) Consent of experts and council Attached
(24) Power of attorney (2)
(27) Financial Data Schedule, Electronic Filing Only Attached
(1) Incorporated by reference
(2) Not applicable
No reports were filed on Form 8-K in the quarter ending April 30, 2000.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RAMEX SYNFUELS INTERNATIONAL, INC.
Dated: June 5, 2000 /s/ Maynard M. Moe
------------------------------------
Maynard M. Moe, President and
Chief Executive Officer
Dated: June 5, 2000 /s/ Kerry L. Weger
------------------------------------
Kerry L. Weger,
Secretary-Treasurer and
Chief Financial Officer
