-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HqP9YjaNruCz7yLf4Xy0JjIlNIALpNlanU1Nh9JpLWzUCvchjmk6dcjtK67dn79j D7aJ4dWQ7vPIWOBFqKCOKg== 0001140377-02-000049.txt : 20020515 0001140377-02-000049.hdr.sgml : 20020515 ACCESSION NUMBER: 0001140377-02-000049 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OFFICE MANAGERS INC CENTRAL INDEX KEY: 0000741017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870661638 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-51180 FILM NUMBER: 02648808 BUSINESS ADDRESS: STREET 1: 136 E. SOUTH TEMPLE, SUITE 1600 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8013632656 10QSB 1 omi.txt FIRST QUARTER REPORT AT MARCH 31, 2002 United States Securities and Exchange Commission Washington, DC 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended Commission File Number March 31, 2002 333-51180 OFFICE MANAGERS, INC. ----------------------- (Exact name of registrant as specified in its charter) NEVADA -------- (State or other jurisdiction of incorporation or organization) 87-0661638 ----------- (I.R.S. Employer Identification No.) 136 East South Temple, Suite 1600, Salt Lake City, Utah 84111 -------------------------------------------------------------- (Address of principal executive offices) (801) 363-2656 ---------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12 (b) of the Act: None ---- 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. X Yes No ----- ----- State the number of shares outstanding of each of the registrants classes of common equity, as of the latest practicable date. Common stock, par value $.001; 29,500,000 shares outstanding as of May 14, 2002 PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements The accompanying balance sheets of Office Managers, Inc. ( development stage company) at March 31, 2002 and December 31, 2001, and the related statement of operations and cash flows for the three months ended March 31, 2002, and 2001 and the period September 19, 2000 to March 31, 2002 have been prepared by the Company's management in conformity with generally accepted accounting principles in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2002 are not necessarily indicative of the results that can be expected for the year ending December 31, 2002. [This space intentionally left blank.] OFFICE MANAGERS, INC. ( Development Stage Company) BALANCE SHEETS March 31, 2002 and December 31, 2001 ==========================================================================
Mar 31, Dec 31, 2002 2001 ----------- ----------- ASSETS CURRENT ASSETS Cash $ 465,583 $ 35,161 ----------- ----------- Total Current Assets $ 465,583 $ 35,161 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ - $ - ----------- ----------- Total Current Liabilities - - ----------- ----------- STOCKHOLDERS' EQUITY Common stock 50,000,000 shares authorized, at $0.001 par value; 29,500,000 shares issued and outstanding 29,500 29,500 Capital in excess of par value 64,310 64,310 Stock subscriptions received - note 5 441,800 - Deficit accumulated during the development stage (70,027) (58,649) ----------- ----------- Total Stockholders' Equity 465,583 35,161 ----------- ----------- $ 465,583 $ 35,161 =========== ===========
The accompanying notes are an integral part of these financial statements. OFFICE MANAGERS, INC. ( Development Stage Company) STATEMENT OF OPERATIONS For the Three Months Ended March 31, 2002 and 2001 and the Period September 19, 2000 (Date of Inception) to March 31, 2002 ==========================================================================
Mar 31, Mar 31, Sept 19, 2000 2002 2001 to Mar 31, 2002 ----------- ----------- ----------- REVENUES $ - $ - $ - EXPENSES Administrative 11,378 5,405 45,027 Development of web site - preliminary project stage - - 25,000 ----------- ----------- ----------- 11,378 5,405 70,027 ----------- ----------- ----------- NET LOSS $ (11,378) $ (5,405) $ (70,027) =========== =========== =========== NET LOSS PER COMMON SHARE Basic $ - $ - ----------- ----------- AVERAGE OUTSTANDING SHARES Basic (stated in 1000's) 29,500 29,500 ----------- -----------
The accompanying notes are an integral part of these financial statements OFFICE MANAGERS, INC. ( Development Stage Company) STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2002 and 2001 and the Period September 19, 2000 (Date of Inception) to March 31, 2002 ==========================================================================
Sept 19, 2000 Mar 31, Mar 31, to Mar 31, 2002 2001 2002 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (11,378) $ (5,405) $ (70,027) Adjustments to reconcile net loss to net cash provided by operating activities Change in accounts payable - 3,300 - Issuance of capital stock for web site - - 25,000 ----------- ----------- ----------- Net Decrease in Cash From Operations (11,378) (2,105) (45,027) ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES - - - ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Stock subscriptions received - note 5 441,800 - 441,800 Proceeds from issuance of common stock - - 68,810 ----------- ----------- ----------- Net Increase (Decrease) in Cash 430,422 (2,105) 465,583 Cash at Beginning of Period 35,161 43,800 - ----------- ----------- ----------- Cash at End of Period $ 465,583 $ 41,695 $ 465,583 =========== =========== =========== NON CASH FLOWS FROM OPERATING ACTIVITIES Issuance of 6,000,000 common shares for web site - 2000 $ 25,000
The accompanying notes are an integral part of these financial statements. OFFICE MANAGERS, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS ========================================================================== 1. ORGANIZATION The Company was incorporated under the laws of the State of Nevada on September 19, 2000 with authorized common stock of 50,000,000 shares at $0.001 par value. The Company was organized for the purpose of acquiring and developing a web site on the World Wide Web devoted exclusively to the credit and collections needs of small business and home office owners for the purpose of delivering professional services and products over the internet. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Methods - ------------------ The Company recognizes income and expenses based on the accrual method of accounting. Dividend Policy - --------------- The Company has not adopted a policy regarding payment of dividends. Income Taxes - ------------ On March 31, 2002, the Company had a net operating loss carry forward of $70,027. The tax benefit of approximately $21,008 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has no operations. The net operating loss will expire in 2022. Basic Net Income (Loss) Per Share - ---------------------------------- Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Amortization of Web Site - ------------------------ Costs of the preliminary development of the web site are expensed as incurred and costs of the application and post- implementation are capitalized and amortized over the useful life of the fully developed web site. OFFICE MANAGERS, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) ========================================================================== 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued Financial Instruments - --------------------- The carrying amounts of financial instruments, including cash, are considered by management to be their estimated fair values. Comprehensive Income - -------------------- The Company adopted Statement of Financial Accounting Standards No. 130. The adoption of this standard had no impact on the total stockholder's equity. Concentration of Credit Risk - ---------------------------- Financial instruments that potentially subject the Company to significant concentration of credit risk consists of cash. Cash balances are maintained in accounts that are not federally insured for amounts over $100,000 but are otherwise in financial institutions of high credit quality. Recent Accounting Pronouncements - -------------------------------- The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements. Estimates and Assumptions - ------------------------- Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements. 3. ACQUISITION OF WEB SITE On September 25, 2000 the Company acquired the web site and the domain name "officemanagers.net", (which was in the preliminary development stage) from Ambra Resources, Inc.(a related party), by the issuance of 6,000,000 common shares of the Company, for the purpose of pursuing its business interest as outlined in note 1. The value of the web site was recorded at $25,000, the acquisition cost to Ambra Resources, Inc., before the sale to the Company. OFFICE MANAGERS, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) ========================================================================== Costs of the preliminary development of the web site are expensed as incurred and costs of the application and post- implementation will be capitalized and amortized over the useful life of the fully developed web site. 4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES Officers-directors and Ambra Resources, Inc. have acquired 51 % of the common stock issued. Ambra Resources, Inc. (an affiliate) received 6,000,000 common shares of the Company in exchange for the web site outlined in note 3. 5. CAPITAL STOCK Since its inception the Company has completed private placement offerings of 23,500,000 common shares for $68,810. The Company completed the filing of an offering for the sale of 2,000,000 to 6,000,000 units a $.10 per unit. Each unit consists of one share of common stock, one redeemable A warrant to purchase an additional common share at $.50 within one year, and one redeemable B warrant to purchase an additional common share at $1.20 within five years. On March 31, 2002, 4,418,000 units had been sold for $441,800 and placed in escrow pending the closing of the offering. 6. CONTINUING LIABILITIES On May 22, 2001, the Company entered into a service agreement with Media- Comm Marketing International , Inc. to further develop the web site acquired by the Company. The agreement will become effective on the completion of the offering outlined in note 5. ITEM 2. Plan of Operations This Form 10-QSB contains certain forward-looking statements. For this purpose any statements contained in this Form 10-QSB that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate" or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties. Actual results may differ materially depending on a variety of factors. General - ------- Office Managers, Inc., (the "Company") is a start-up company and has no operating history. Pursuant to a currently effective SB-2 registration statement, the Company is publicly offering a minimum of 2,000,000 units and a maximum of 6,000,000 units for sale at a price of $.10 per unit. Each unit consists of one share of common stock, one redeemable A warrant to purchase an additional common share within one year for $.50 per share and one redeemable B warrant to purchase an additional common share within five years for $1.20 per share. The SB-2 registration statement was declared effective by the Securities and Exchange Commission on January 11, 2002 and may continue for up to 180 days. As of March 31, 2002, the Company had received subscriptions to purchase 4,418,000 units. To date, the Company has not yet broken escrow and no units have been issued. Once the Company closes the offering it will make all arrangements necessary to commence operations, as funds allow. Office Managers, Inc., intends to create a comprehensive website devoted to addressing the credit and collections needs of small business and home office owners. Our approach will combine traditional professional service referrals, customer service and office products with the cost effective online medium. Our system will include: . A national network of reliable, qualified professional service providers in the areas of credit, collections and financing. . A personalized professional customer service department to interact with, provide referrals to, and address the credit and collections needs of small business and home office owners. . Automated online sales of business products in over ten different categories including, office supplies, computer hardware and software and furniture. . Access to secure current national, international and industry news. . Online advertising. The primary value driver of the Company's business model will be the referral fees it collects from referrals to collections professionals. The Company does not anticipate product sales to be a significant source of income given that it will rely primarily on third parties to provide and distribute these products. Moreover, the Company will not significantly mark up product prices as it intends to sell the products at competitive prices. Assuming the Company can generate sufficient traffic to its website, the Company may also realize revenue from sales of advertising. The Company does not anticipate advertising sales to generate significant revenue because it does not intend to vigorously pursue advertising sales. As the Company has not yet developed its referral network, there is no assurance that there will be sufficient demand for its referral service to allow the Company to operate profitably. Moreover, there is substantial uncertainty whether the Company can convince a sufficient number of professional collections agencies that the referrals it will provide will be worth the referral fee they will pay to the Company. If the Company is unsuccessful in creating demand or enrolling sufficient collections professionals into its referral network, it is unlikely the Company can operate profitably. The Company's plan of operations for the next twelve months is to finish fund raising through the SB-2 offering. In addition to providing capital to help defray various start up expenditures, a principal use of the offering proceeds will be to provide working capital necessary upon commencement of operations until sufficient revenues are generated to cover such operating expenditures. To commence active business operations the Company will need to engage in a number of planning stage and preliminary activities. These activities include purchasing and putting in place the necessary electronic infrastructure to support the Company's website; developing software to run both the website and the referral databases; finishing construction of the website; negotiating agreements with product suppliers; putting in place the necessary infrastructure to support the Company's e-commerce operations, including order placement, secure payment, and delivery systems; negotiating agreements for content production and delivery; developing a sufficient referral network to begin operations, including negotiating agreements with service providers on the terms discussed herein; hiring and training sales and marketing and customer service representatives; and formulating and implementing an aggressive marketing campaign to drive the office management community to the Company's website. The Company expects to have its website, including the software to run it and its referral databases and e-commerce infrastructure, operational within 90 days of completion of the offering at a cost of approximately $85,000 to $100,000. The Company currently has no employees other than its officers. The Company anticipates the need to hire up to 15 employees within the next twelve months. As needed, the Company expects to hire five accounting/billing coordinators, three sales representatives, five customer service representatives, an office manager, a secretary/ receptionist, and an information technology specialist. PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities No instruments defining the rights of the holders of any class of registered securities have been materially modified, limited or qualified during the quarter ended March 31, 2002. The Company issued no securities, which were not registered under the Securities Act of 1933, during the quarter ended March 31, 2002. Item 3. Defaults upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders during the quarter ended March 31, 2002. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K Reports on Form 8-K No reports on Form 8-K were filed or required to be filed during the quarter ended March 31, 2002. (B) Exhibits. The following exhibits are included as part of this report: None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this to be signed on its behalf by the undersigned thereunto duly authorized. Office Managers, Inc. May 14, 2002 /S/ John M. Hickey ----------------------------------- John M. Hickey, President May 14, 2002 /S/ John Ray Rask ----------------------------------- John Ray Rask, Secretary -----END PRIVACY-ENHANCED MESSAGE-----