U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-25496
RAM-Z ENTERPRISES. INC.
-----------------------
(Name of Small Business Issuer in its Charter)
DELAWARE 87-0400335
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
155 EAST 34th Street
NEW YORK, NEW YORK 10016
------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (212) 685-4515
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
(1) Yes X No (2) Yes X No
--- --- --- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.
Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
June 30, 1996
Common Voting Stock - 50,000,000
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
---------------------
The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management, and commence on
the following page, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.
<PAGE>
RAM-Z ENTERPRISES, INC.
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
---- ----
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 7,741 $ 1,626
Total Current Liabilities 7,741 1,626
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock 50,000,000 shares
authorized to $0.001 par value,
50,000,000 shares issued and
outstanding 50,000 50,000
Additional paid-in capital 108,503 108,503
Deficit accumulated during the
development stage (166,244) (160,129)
Total Stockholders' Equity (Deficit) (7,741) (1,626)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
The accompanying notes are an integral part of these financial statements
</TABLE>
RAM-Z ENTERPRISES, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
July 29,
For the Three Months For the Six Months 1983 Through
Ended June 30, Ended June 30, June 30,
1996 1995 1996 1995 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES 4,912 3,140 6,115 8,417 16,999
LOSS FROM
DISCONTINUED
OPERATIONS (NOTE 4) - - - - 149,245
NET INCOME (LOSS) $(4,912) $ (3,140) $ (6,115) $ (8,417 )$ (166,244)
NET INCOME (LOSS)
PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00 $ (0.00)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 50,000,000 50,000,000 50,000,000 50,000,000 50,000,000
The accompanying notes are an integral part of these financial statements
</TABLE>
RAM-Z ENTERPRISES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
------ ------ ------- -----
<S> <C> <C> <C> <C>
Balance at Inception on
July 29, 1983 - $ - $ - $ -
Issuance of common stock
at $0.0038 per share 2,650,000 2,650 7,350 -
Net loss for the year
ended December 31, 1983 - - - (2,469)
Balance at December 31,
1983 2,650,000 2,650 7,350 (2,469)
Issuance of common stock
at $0.02 per share 5,000,000 5,000 91,895 -
Net loss for the year
ended December 31, 1984 - - - (7,065)
Balance at December 31,
1984 7,650,000 7,650 99,245 (9,534)
Net loss for the year
ended December 31, 1985 - - - (97,361)
Balance at December 31,
1985 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31, 1986 - - - -
Balance at December 31,
1986 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31, 1987 - - - -
Balance at December 31,
1987 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31, 1988 - - - -
Balance at December 31,
1988 7,650,000 $ 7,650 $ 99,245 $ (106,895)
</TABLE>
RAM-Z ENTERPRISES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
------ ------ ------- -----
<S> <C> <C> <C> <C>
Balance at December 31,
1988 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31, 1989 - - - -
Balance at December 31,
1989 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31, 1990 - - - -
Balance at December 31,
1990 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31, 1991 - - - -
Balance at December 31,
1991 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31, 1992 - - - -
Balance at December 31,
1992 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31, 1993 - - - -
Balance at December 31,
1993 7,650,000 7,650 99,245 (106,895)
Issuance of common stock
on April 21, 1994 for
services rendered at
$0.001 per share 10,000,000 10,000 - -
Issuance of common stock
on May 18, 1994 for
services rendered at
$0.001 per share 32,350,000 32,350 - -
Net loss for the year
ended December 31, 1994 - - - (42,350)
Balance at December 31,
1994 50,000,000 $50,000 $ 99,245 $(149,245)
The accompanying note are an integral part of these financial statements
</TABLE>
RAM-Z ENTERPRISES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
------ ------ ------- -----
<S> <C> <C> <C> <C>
Balance at December 31,
1994 50,000,000 $ 50,000 $ 99,245 $ (149,245)
Services paid for by
shareholder - - 9,258 -
Net loss for the year
ended December 31, 1995 - - - (10,884)
Balance at December 31,
1995 50,000,000 50,000 108,503 (160,129)
Net loss for the six
months ended June 30,
1996 (Unaudited) - - - (6,115)
Balance at June 30,
1996 (Unaudited) 50,000,000 $ 50,000 $ 108,503 $ (166,244)
The accompanying note are an integral part of these financial statements
</TABLE>
RAM-Z ENTERPRISES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
July 29,
For the For the 1983
Three Months Six Months Through
Ended June 30, Ended June 30, June 30,
1996 1995 1996 1995 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Loss from operations $(4,912) $(3,140) $(6,115) $(8,417) $(166,244)
Common stock issued for
services and wages - - - - 42,350
Expenses paid by
shareholder - - - - 9,258
Increase (decrease) in
accounts payable 4,912 3,140 6,115 8,417 7,741
Net Cash (Used) by
Operating Activities - - - - (106,895)
CASH FLOWS FROM
INVESTING ACTIVITIES - - - - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Common stock issued
for cash - - - - 106,895
Net Cash Provided by
Financing Activities - - - - 106,895
Net Increase (Decrease) in
Cash and Cash Equivalents - - - - -
Cash and Cash Equivalents at
Beginning of Period - - - - -
Cash and Cash Equivalents at
End of Period $ - $ - $ - $ - $ -
CASH PAID FOR
Interest $ - $ - $ - $ - $ -
Taxes $ - $ - $ - $ - $ -
The accompanying notes are an integral part of these financial statements
</TABLE>
RAM-Z ENTERPRISES, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1996 and 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Ram-Z Enterprises, Inc.
(a development stage company). The Company was incorporated under the
laws of the State of Utah on July 29, 1983.
On April 21, 1994, the Board of Directors caused to be incorporated in
the State of Delaware, a new corporation, with the same name, with the
specific intent of effecting a merger between Ram-Z Enterprises, Inc. of
Delaware and Ram-Z Enterprises, Inc. of Utah, for the sole purpose of
changing the domicile of the Company to the state of Delaware. On May
20, 1994, Ram-Z Enterprises, Inc. (Utah) and the newly formed Ram-Z
Enterprises, Inc.(Delaware) executed a merger agreement whereby the
shareholders of Ram-Z Enterprises, Inc. (Utah) exchanged all of their
issued and outstanding shares of common stock for an equal number of
shares of Ram-Z Enterprises, Inc. (Delaware) common stock. Ram-Z
Enterprises, Inc. (Delaware) was the surviving corporation and Ram-Z
Enterprises, Inc. (Utah) was dissolved.
The Company is currently seeking business opportunities believed to hold
a potential for profit. The Company has not presently identified a
specific business area of direction that it will follow. Therefore,
principal operations have not yet begun.
b. Accounting Method
The Company's financial statements are presented using the accrual method
of accounting. The Company has elected a December 31, year end.
c. Loss Per Share
The computations of loss per share of common stock are based on the
weighted average number of shares outstanding at the date of the
financial statements.
d. Provision for Taxes
At June 30, 1996, the Company had net operating loss carryforwards
totaling approximately $165,000 that may be offset against future taxable
income through 2011. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance
the carryforward will expire unused. Accordingly, the potential tax
benefits of the loss carryforward are offset by a valuation allowance of
the same amount.
e. Other Significant Accounting Policies
Additional accounting policies will be determined when principle
operations begin.<PAGE>
RAM-Z ENTERPRISES, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1996 and 1995
NOTE 2 - STOCK TRANSACTIONS
On April 21, 1994 and May 18, 1994, 10,000,000 and 32,350,000 shares of
common stock, respectively, were issued for $0.001 per share. These
shares were issued at par value to related parties for services rendered
on the Company's behalf.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the Company has no current
source of revenue. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern. It is
management's plan to seek additional capital through a merger with an
existing operating company. In the interim, shareholders of the Company
have committed to meeting its minimal operating expenses.
NOTE 4 - DISCONTINUED OPERATIONS
In 1994 the Company issued shares of its common stock to related parties
for services rendered in connection with discontinuing its prior
operations and preparing the Company to seek new business opportunities.
Accordingly, those costs are charged to the net loss from discontinued
operations.
NOTE 5 - SUBSEQUENT EVENTS
Subsequent to June 30, 1996 the Company's board of directors approved a
reverse split of its common stock on a 1 share for 44.428648 shares
basis. Under the terms of the reverse split no shareholder will be
reduced below 100 shares. A shareholder has agreed to provide the shares
of common stock to meet to minimum limitations. It is estimated that
1,125,400 shares will be outstanding after the reverse split.
The board of directors also agreed to issue and register 633,600 shares
of common stock to a consultant pursuant to a S-8 registration statement.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
- - ------------------
The Company has not engaged in any material operations in the last
fiscal year or the period ending June 30, 1996. The Company intends to
continue to seek out the acquisition of assets, property or business that may
be beneficial to the Company and its stockholders.
Results of Operations.
- - ----------------------
The Company discontinued its operations in approximately 1985. The
Company received no revenue in the last fiscal year or the period ending June
30, 1996. It sustained no net income or losses for either period.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
------------------
None; not applicable with the exception a Default Order by the State of Utah
dated April 27, 1987. There was a Civil action filed against the company in
United States District Court Southern District of New York, on May 20, 1996.
The action was settled on August 7, 1996.
Item 2. Changes in Securities.
----------------------
None; not applicable.
Item 3. Defaults Upon Senior Securities.
--------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
None; not applicable.
Item 5. Other Information.
------------------
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits.
Financial Data Schedule.
(b) Reports on Form 8-K.
None.
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.
RAM-Z ENTERPRISES, INC.
Date: 8-7-96 By /s/ Gregory Aurre
-----------------
Gregory Aurre, Jr., Director and
President
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000937136
<NAME> BRANDEN T. BURNINGHAM
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 7,741
<BONDS> 0
0
0
<COMMON> 50,000
<OTHER-SE> (57,741)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,115
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,115)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
