-----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, PrExR/B5VWcVZofQe7SHeiaSpOIri/2rjuwgwled4RmlEO4snTPJtx6N5lqaxTFb hmjzOMfKTmU2e5JQU8LPwQ== 0001140377-02-000136.txt : 20020827 0001140377-02-000136.hdr.sgml : 20020827 20020827161534 ACCESSION NUMBER: 0001140377-02-000136 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020827 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-51180 FILM NUMBER: 02749717 BUSINESS ADDRESS: STREET 1: 136 E. SOUTH TEMPLE, SUITE 1600 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8013632656 10QSB/A 1 omiqa.txt AMENDED 10QSB FOR JUNE 30, 2002 United States Securities and Exchange Commission Washington, DC 20549 FORM 10-QSB/A-2 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended Commission File Number June 30, 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 After filing its quarterly report on Form 10-QSB, for the quarter ended June30, 2002, Office Managers, Inc., (the "Company") received a demand notice from Ambra Resources Group, Inc., a related party, for funds loaned to the Company in the amount of $110,923. This demand has a direct effect on the Company's financial statements for the quarter ended June 30, 2002, requiring restatement of the financial statements previously filed by the Company on or about August 19, 2002, as part of its quarterly report. Following are the restated financial statements of the Company for the quarter ended June 30, 2002. The accompanying balance sheets of Office Managers, Inc. ( development stage company) at June 30, 2002 and December 31, 2001, and the related statement of operations and cash flows for the three and six months ended June 30, 2002, and 2001 and the period September 19, 2000 to June 30, 2002 have been prepared by the Company's management in conformity with accounting principles generally accepted 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 June 30, 2002 are not necessarily indicative of the results that can be expected for the year ending December 31, 2002. [This space left blank intentionally.] OFFICE MANAGERS, INC. ( Development Stage Company) BALANCE SHEETS June 30, 2002 and December 31, 2001 =========================================================================== Jun 30, Dec 31, 2002 2001 ----------- ----------- ASSETS CURRENT ASSETS Cash $ 330,208 $ 35,161 ----------- ----------- Total Current Assets 330,208 35,161 Equipment - net of accumulated depreciation 10,611 - ----------- ----------- $ 340,819 $ 35,161 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable - affiliate - note 4 $ 110,923 $ - ----------- ----------- Total Current Liabilities 110,923 - ----------- ----------- STOCKHOLDERS' EQUITY Common stock 50,000,000 shares authorized, at $0.001 par value; 29,500,000 shares issued and outstanding on June 30, 2002 29,500 29,500 Capital in excess of par value 64,310 64,310 Stock subscriptions received - net of offering costs - note 5 320,044 - Deficit accumulated during the development stage (183,958) (58,649) ----------- ----------- Total Stockholders' Equity 229,896 35,161 ----------- ----------- $ 340,819 $ 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 and Six Months Ended June 30, 2002 and 2001 and the Period September 19, 2000 (Date of Inception) to June 30, 2002
===================================================================================== Sept Three Months Six Months 19, 2000 Jun 30, Jun 30, Jun 30, Jun 30, to Jun 2002 2001 2002 2001 30, 2002 ---------- ---------- ---------- ---------- ---------- REVENUES $ - $ - $ - $ - $ - ---------- ---------- ---------- ---------- ---------- EXPENSES Administrative 109,904 2,175 121,282 7,580 150,904 Development of web site - preliminary project stage 4,027 - 4,027 - 33,054 ---------- ---------- ---------- ---------- ---------- 113,931 2,175 125,309 7,580 183,958 ---------- ---------- ---------- ---------- ---------- NET LOSS $(113,931) $ (2,175) $(125,309) $ (7,580) $(183,958) ========== ========== ========== ========== ========== NET LOSS PER COMMON SHARE Basic $ - $ - $ - $ - $ - ---------- ---------- ---------- ---------- ---------- AVERAGE OUTSTANDING SHARES Basic (stated in 1000's) 29,500 29,500 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 Six Months Ended June 30, 2002 and 2001 and the Period September 19, 2000 (Date of Inception) to June 30, 2002
================================================================================ Sept 19, 2000 Jun 30, Jun 30, to Jun 30, 2002 2001 2002 ------------ ------------ -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (125,309) $ (7,580) $ (183,958) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation 559 - 559 Change in accounts payable 110,923 500 110,923 Issuance of capital stock for web site - - 25,000 ------------ ------------ -------------- Net Decrease in Cash From Operations (13,827) (7,080) (47,476) ------------ ------------ -------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of equipment (11,170) - (11,170) ------------ ------------ -------------- CASH FLOWS FROM FINANCING ACTIVITIES Stock subscriptions received - net of offering costs - note 5 320,044 - 320,044 Proceeds from issuance of common stock - 2,500 68,810 Net Increase (Decrease) in Cash 295,047 (4,580) 330,208 ------------ ------------ -------------- Cash at Beginning of Period 35,161 43,800 - ------------ ------------ -------------- Cash at End of Period $ 330,208 $ 39,220 $ 330,208 ============ ============ ============== 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 office managers for the purpose of delivering office products and related professional services 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 June 30, 2002, the Company had a net operating loss carry forward of $156,241. The tax benefit of approximately $46,872 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 2023. 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. Financial Instruments - --------------------- The carrying amounts of financial instruments, including cash, are considered by management to be their estimated fair values. OFFICE MANAGERS, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) =========================================================================== 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 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 other wise in financial institutions of high credit quality. 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. 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. 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.(an affiliate), 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. 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 and has made no interest, demand loans to the Company of $110,923. OFFICE MANAGERS, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) =========================================================================== 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 June 30, 2002, 4,032,500 units had been sold for $403,250 with a net of $320,044, after offering costs, which has been 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 6. Exhibits and Reports on Form 8-K (B) Exhibits. The following exhibits are included as part of this report: Exhibit 99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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. August 26, 2002 /s/ John M. Hickey ------------------------------- John M. Hickey, President August 26, 2002 /s/ John Ray Rask ------------------------------- John Ray Rask, Secretary EX-99 3 ex99.txt EXHIBIT 99.01 EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Office Managers, Inc., on Form 10-QSB for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, John Hickey, Chief Executive Officer and John Ray Rask, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: August 26, 2002 /s/ John M. Hickey --------------------------------------- John M. Hickey, Chief Executive Officer Date: August 26, 2002 /s/ John Ray Rask -------------------------------------- John Ray Rask, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----