U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
(X) Annual report under section 13 or 15(d) of the Securities Exchange Act of
1934 for the period ended December 31, 2002.
Commission File No: 0-32917
RJV NETWORK, INC.
Name of small business in its charter)
NEVADA 94-3355026
(State of Incorporation) (IRS Id. No.)
15147 SE 46th Way
Bellevue, Washington 98006
(Address of Principal Office) (Zip Code)
Issuers Phone Number (425)267-1194
N/A N/A
--------- --------------
Title of Each Class Name of Each Exchange
on Which Registered
Securities registered under Section 12(g) of the Exchange Act:
Common Stock
------------
Title of Class
Check whether the issuer (1) filed all report required to be filed be Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such report(s), and
(2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained [X]
The revenues for the year ended December 31, 2002 were $ 0.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the
average bid and asked priced of such stock, as of a specified date within the
past 60 days (See definition of affiliate in Rule 12b-2): $915,000. Based on
the closing price of $0.16 per share on April 7, 2003 against the 5,718,750
shares held by non-affiliates on such date.
The number of shares of common stock outstanding as of April 7, 2003 was
15,093,750.
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate
market value of the common equity held by non-affiliates on the basis of
reasonable assumptions, if the assumptions are stated.
(Issuers involved in bankruptcy proceedings during the past five years) Check
whether the issuer has 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 a court. N/A Yes ____ No ____
(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the
latest practicable date: 15,093,750 shares as of April 7, 2003.
(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b)
or (c) of the Securities Act of 1933 ("Securities Act"). The listed documents
should be clearly described for identification purposes.
Several references within this annual report are made to the Company's
preliminary proxy materials (SEC Form PRE14A) that have been filed with
respect to the Company's proposed acquisition of Bio Kinetix, Inc. and
corresponding change in the Company's business direction if the acquisition
is approved by the shareholders.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. At April 7, 2003, the
following shares of common were outstanding: Common Stock, par value of
$0.000013, 15,093,750 shares.
Transitional Small Business Disclosure Format (Check one): Yes___ No X
TABLE OF CONTENTS
Item 1. Description of Business.
Item 2. Description of Property.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Market for Common Equity and Related Stockholder Matters.
Item 6. Plan of Operation.
Item 7. Financial Statements.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
Item 10. Executive Compensation.
Item 11. Securities Ownership of Certain Beneficial Owners and Management.
Item 12. Certain Relationships and Related Transactions.
Item 13. Exhibits and reports on Form 8-K.
PART I
Item 1. Description of Business.
--------------------------------
(a) Business Development
RJV Network, Inc. ("Company" "the Company", "RJV") was organized under the
laws of the State of Nevada on December 23, 1999. Other than a Registered
Offering within the State of Washington, the Company has not conducted any
material operations or generated any revenues to date. Since inception, the
Company has been in the process of developing its business plan ("Plan") and
raising capital. The plan includes bringing to application an interactive
commercial real estate Internet web site that will provide users with
sophisticated value-added information relating to the buying, leasing, and
selling of commercial real estate properties. To date, the Company has had no
significant operations. To date, the Company has had no revenues.
On July 24, 2001 the Company filed its final Form 10SB amendment, General
Form for Registration of Securities of Small Business issuers under Section
12(g) of the Securities Act of 1934, and thus became an SEC "reporting
company." For those interested in further information regarding the
registration statement and other filings filed under the Securities Act
please visit www.sec.gov to this and the Company's other periodic filings.
On December 17, 2001 RJV was listed on the Over the Counter Bulletin Board
(OTCBB). As of the date of this 10K there has been no trading activity in the
stock. The bid price was $.50 and the ask price was $1.01 as of March 11,
2002.
RJV has never been involved in any bankruptcy, receivership or similar
proceedings.
(b) Business of Issuer
Since inception, the Company has been in the process of developing its
business plan and raising capital. The plan includes bringing to application
an interactive commercial real estate Internet web site that will provide
users with sophisticated value-added information relating to the buying,
leasing, and selling of commercial real estate properties.
Management has assessed the on-line commercial real estate marketplace,
including but not limited to, the competition, current market trends, and
current niches that the Company may capitalize upon. It has been felt the key
to the Company's success will be to take management's assessment of the
marketplace and develop sophisticated software that can be readily accessed
over the Internet and thereby provide customers commercial real estate
solutions.
The Company remains in the development stage and has neither the necessary
funds nor the technology to execute its full business plan. The Company's
software is written outline form only and no computer code has been written.
The Company's business strategy requires it to raise substantial additional
funding through a private placement(s), debt, or some combination thereof to
make significant inroads into pursuit of its plan. Efforts to date have
proven unsuccessful. Without additional funding, RJV could fail or remain
only as a start-up company with no material operations, revenues, or profits.
During April, 2002, RJV was contacted by management of BIO KIN regarding a
proposed acquisition whereby the shareholders of BIO KIN would effectively
take control of RJV. BIO KIN had acquired rights to potential methods for
treating certain malignancies and wished to merge with a publicly traded
entity to provide a public valuation and increased exposure.
In the RJV Board's view, the proposed Acquisition of BIO KIN would allow RJV
to divest itself of plans for developing its commercial real estate portal,
which it has been unable to fund, and to acquire another company that has a
more substantial management team and may be better able to obtain preliminary
funding commitments for further developing its business.
The Company has since filed its preliminary proxy materials (Form PRE14A),
along with two amendments thereto, with the SEC and expects to soon be
approved to proceed with the special meeting of its shareholders to approve
such acquisition and related matters.
Readers are encouraged to review all of the related materials for this
proposed acquisition at the SEC's EDGAR website at www.sec.gov.
Forward-Looking Statements
This Form 10K-SB includes "forward-looking statements" within the meaning of
the "safe-harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Such statements are based on management's current expectations and
are subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. All statements, other than statements of historical facts
included in this Form, including without limitation, statements under "Plan
of Operation" and "Description of Business", regarding RJV's financial
position, business strategy, and plans and objectives of management of the
Company for future operations, are forward-looking statements.
Although the RJV believes that the expectations reflected in such forward-
looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the Company's expectations
include, but are not limited to, market conditions, competition and the
ability to successfully complete financing.
(c) Reports to Security Holders
The public may read and copy any materials that RJV has filed with the
Securities and Exchange Commission ("SEC") at the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. The Public may obtain
information on the operation of the Public Reference Room by calling the SEC
at 1-800-SEC-0330 or by visiting www.sec.gov.
Item 2. Description of Property.
--------------------------------
RJV does not own any physical properties at this time. RJV principle
executive address is 15147 SE 46th Way, Bellevue, Washington 98006.
Item 3. Legal Proceedings.
--------------------------
The Company is not a party to any pending legal proceeding. Management is not
aware of any potential litigation, claims or assessments.
Item 4. Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------
As previously discussed, the Company is in the process of filing its
preliminary proxy materials (Form PRE14A) with the SEC in seeking
authorization to proceed with a special meeting of its shareholders to
approve the acquisition of Bio Kinetix, Inc. and a corresponding change in
the Company's business direction.
All of the information related to the proposed acquisition has been set forth
within the preliminary proxy materials the Company has filed with the SEC.
Readers are encouraged to review all of the related materials for the
proposed acquisition by looking at its Form PRE14A filings at the SEC's EDGAR
website at www.sec.gov.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
-----------------------------------------------------------------
(a) Market Information
Currently, the Company's common stock is listed on the OTCBB under the symbol
"RJVN." As of April 7, 2003 the closing price for the Company's shares was
$0.16 per share.
The Company's shares began trading in May 2002. The following chart shows the
related high and low per-share sales price, per quarter, since the shares
began trading:
Quarter High Price Low Price
------- ---------- ---------
2nd - 2002 $2.10 $0.42
3rd - 2002 $2.10 $1.50
4th - 2002 $1.16 $1.60
1st - 2003 $0.60 $0.10
RJV has no common equity that is subject to outstanding options or warrants
to purchase, or securities convertible into, common equity of the Company.
(b) Holders
As of April 7, 2003 there were approximately sixty-five (65) common
shareholders of record. This includes Edward Velton, President and Director,
who owns 9,375,000 (62.1%) of the 15,093,750 common shares that are issued
and outstanding. The other sixty-four (64) shareholders are non-affiliated,
private investors that collectively hold a total of 5,718,750 shares that are
freely tradable shares that were originally registered by the Company within
the State of Washington and sold to the initial investors pursuant to Rule
504 of Regulation D.
(c) Dividends
The Company has never declared any cash dividends.
The current policy of the company is not to pay cash dividends, but instead
to retain future earnings, if any, to support the growth of the Company.
However, there are no restrictions that limit the ability to pay dividends on
common equity when it is lawful to do so.
Item 6. Plan of Operation.
--------------------------
Please note that the Company has filed its preliminary proxy materials with
the SEC seeking the authorization to hold a special meeting of its
shareholders seeking to approve the acquisition of Bio Kinetix, Inc. If
approved, the Company will change its business direction and focus to that of
Bio Kinetix, which is at present looking to produce certain Super-Antibodies
and related therapeutics targeted at destroying certain cancers.
Readers are encouraged to review these preliminary proxy materials (Form
PRE14A) at the SEC's EDGAR website at www.sec.gov.
Since the proposed acquisition of Bio Kinetix has yet to be approved by the
shareholders at the special meeting thereof and is still in its "preliminary"
filing stage with the SEC, the following discussion will focus on RJV in its
present undertakings and performance on its original business focus.
Plan of Operations - General
The Company has been in the process of developing its business plan and
raising capital. The plan includes bringing to application an interactive
commercial real estate Internet web site that will provide users with
sophisticated value-added information relating to the buying, leasing, and
selling of commercial real estate properties. Management plans to continue
assessing the on- line commercial real estate marketplace, including but not
limited to, the competition, current market trends, and current niches that
the Company may capitalize upon. There is no guarantee or assurance that the
Company will ever benefit from managements assessment and become an operating
company.
As of December 31, 2002, RJV had $579 cash on hand and in the bank. This
amount will not be able to satisfy the current cash requirements of RJV (note
that the payables at year end are approximately $7,500), nor will it provide
for foreseeable expenses over the next twelve months. The Company will
require additional funds to cover administrative costs. The Company's
President has made loans, totaling $5,155 to date, to the Company to cover
certain costs, but there is no commitment(s) or agreement(s) from him to
continue providing such funds. Representatives of the proposed acquisition
candidate, Bio Kinetix, have provided verbal assurances to the Company's
President that all amounts will be brought current if, and when, the
acquisition is completed. If the acquisition is not completed and these
amounts are not paid by way of a loan(s) or some other means, none of which
are in place or under contract at present, the Company could very possibly
become insolvent and cease to exist.
Please note that even these amounts will not satisfy the capital requirement
for developing the completed commercial on-line web site. RJV plans to
satisfy such future cash requirements by additional equity financing. This
would likely be in the form of private placements of common stock. There is
no additional offering in the works at present. There can be no assurance
that RJV will be successful in raising additional equity financing to direct
towards the development of the web site and marketing campaigns, as well as
the associated legal and accounting fees.
Based upon the amount of cash on hand, RJV is dependent upon raising capital
from future financing activities, such as subsequent offerings of our stock.
There can be no assurance that RJV will be successful in raising the capital
RJV requires. If RJV is unable to raise additional capital it would be
detrimental to the business development and management may be required to
redirect the plan of the Company. However, management believes that if
subsequent private placements are successful, RJV will be able to generate
revenue from its proposed online real estate web site and achieve liquidity
within the following fourteen to eighteen months thereof.
RJV does not anticipate any further research of any products. RJV does not
expect the purchase or sale of plant or any significant equipment, and RJV
does not anticipate any change in the number of our employees. RJV has no
current material commitments. RJV has generated no revenue since our
inception.
RJV has no current plans, preliminary or otherwise, to merge with any other
entity.
RJV is still considered to be a development stage company, with no
significant revenue, and RJV will be dependent upon the raising of additional
capital through placement of our common stock in order to continue with the
business plan. There can be no assurance that RJV will be successful in
raising the capital RJV requires through the sale of our common stock.
The following step will need to be accomplished in order for RJV to become
operational:
- Complete development of the commercial real estate on-line web site.
Management has estimated the time frame to accomplish this to be between six
and eight months, once additional and adequate funding(s) has been made
available.
Management has estimated the following administrative costs for the next
twelve months and will use the current cash on hand to fund the following:
Printing and postage $ 200
Accounting 6,000
Transfer Agent 1,000
Miscellaneous 300
-----
Total $ 7,500
Over the next twelve months RJV plans on using its current cash on hand to
fund the administrative costs (estimated at $7,500). Management plans to
continue to seek funding to further its business plan of developing an on-
line commercial real estate web site.
If, and when, RJV begins to expand its proposed business, it will likely
incur losses. RJV plans on funding these losses through revenues generated
through its proposed web site. However, if RJV is unable to satisfy its
capital requirements through its revenue production, RJV may seek to raise
additional capital through the sale of its securities and or look to borrow
funds. However, there can be no assurance or guarantee given that RJV will be
able to borrow funds or raise capital successfully. If the Company cannot
raise funds it would be detrimental to the business and may result in the
demise of the business all together.
Potential investors should be aware that several unforeseen or unanticipated
delays might impede RJV from developing its web site. Some examples include,
in developing an Internet web site problems may arise with programming and
testing that management cannot overcome, creating a time delay and resulting
in additional costs to RJV. In developing the means for a second round of
financing RJV may find that potential financiers are unreceptive to the
business plan and provide no options to raise additional capital. If this
should occur then RJV would likely not be able to continue as a going concern
and investors could lose all of their investment.
Furthermore, if additional funds are secured by RJV there is no guarantee
that the proposed marketing strategy will be effective in accomplishing the
goals RJV has set. This may force management to redirect its efforts and
create the need for additional time, money, and resources, of which, RJV may
not be successful in providing.
Item 7. Financial Statements.
-----------------------------
RJV Network Inc.
(A Development Stage Company)
FINANCIAL REPORT
DECEMBER 31, 2002
CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 1
Balance sheet 2
Statements of operations 3
Statements of shareholders' equity 4
Statements of cash flows 5
Notes to financial statements 6-8
PETERSON SULLIVAN PLLC
601 Union Street, Suite 2300
Seattle, WA 98101
(206) 382-7777 FAX 382-7700
Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
and Shareholders
RJV Network, Inc.
We have audited the accompanying balance sheets of RJV Network, Inc. (a
development stage company) as of December 31, 2002, and the related
statements of operations, shareholders' equity, and cash flows for the years
ended December 31, 2002 and 2001, and the period from December 23, 1999 (date
of inception) to December 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of RJV Network, Inc. (a
development stage company) as of December 31, 2002, and the results of its
operations and its cash flows for the years ended December 31, 2002 and 2001,
and the period from December 23, 1999 (date of inception) to December 31,
2002, in conformity with accounting principles generally accepted in the
United States.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not generated revenue to date and has an
accumulated deficit of $31,815 at December 31, 2002. These conditions raise
substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters are described in Note 1. The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Peterson Sullivan PLLC
--------------------------
March 19, 2003
RJV NETWORK, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 2002
ASSETS 2002
--------
Current Asset
Cash $ 579
========
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Due to shareholder $ 5,515
Accounts payable 6,989
--------
Total current liabilities 12,144
Shareholders' Equity
Common Stock, $.000013 par value,
25,000,000 common shares authorized;
15,093,750 shares issued and outstanding 80
Additional paid-in capital 20,170
Deficit accumulated during the
Development stage (31,815)
--------
(11,615)
--------
$ 579
========
See Notes to Financial Statements
RJV NETWORK, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2002 and 2001, and for the
Period from December 23, 1999 (Date of Inception) to December 31,2002
Cumulative
During the
Development
2002 2001 Stage
------- ------- -------
Interest Income $ - $ 124 $ 124
General and administrative expenses
Bank charges 104 130 269
Professional fees 8,701 3,550 12,251
Consulting fees 4,145 9,700 13,845
Organizing expenses 1,899 3,561 5,460
Other 29 85 114
------- ------- -------
14,878 17,026 31,939
------- ------- -------
Net loss for period (14,878) (16,902) (31,815)
======= ======= =======
Basic and diluted loss
per common share $ (0.00) $ (0.00) $ (0.00)
======= ======= =======
Weighted average shares
Outstanding 15,093,750 11,276,077 12,540,551
======= ======= =======
See Notes to Financial Statements
RJV NETWORK, INC.
(A Development Stage Company)
STATEMENTS OF SHAREHOLDERS' EQUITY
For the Years Ended December 31, 2002 and 2001, and for
the Period from December 23, 1999 (Date of Inception) to December 31, 2002
Deficit
Accumulated
Additional During
Common Stock Paid-In Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Issuance of common stock
December 23, 1999 9,375,000 $ 50 $ 4,950 $ - $ 5,000
Net loss for period (35) (35)
------ ------ ------- ----- -----
Balance December 31,
2000 9,375,000 50 4,950 (35) 4,965
Issuance of common stock
April 30, 2001 5,718,750 30 15,220 15,250
Net loss for period (16,902) (16,902)
------ ------ ------- ----- -----
Balance December 31,
2001 15,093,750 80 20,170 (16,937) 3,313
Net loss for year (14,878) (14,878)
------ ------ ------- ----- -----
Balance December 31,
2002 15,093,750 $ 80 $ 20,170 $(31,815) $(11,565)
====== ===== ======= ======= ======
See Notes to Financial Statements
RJV NETWORK, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2002 and 2001, and for
the Period from December 23, 1999 (Date of Inception) to December 31, 2002
Cumulative
During
Development
2002 2001 Stage
---- ---- ----
Cash Flows From Operating
Activities
Net loss for period $(14,878) $(16,902) $(31,815)
Increase in accounts payable 6,989 6,989
---- ---- ----
Net cash flows from
Operating activities (7,889) (16,902) (24,826)
Cash Flows from Financing
Activities
Issuance of common stock 15,250 20,250
Loans from shareholder 4,955 5,515
---- ---- ----
Net cash flows provided by
Financing activities 4,955 15,250 24,405
---- ---- ----
Net change in cash (2,934) (1,652) 579
Cash, beginning of period 3,513 5,165
---- ---- ----
Cash, end of period $ 579 $ 3,513 $ 579
---- ---- ----
See Notes to Financial Statements
NOTES TO FINANCIAL STATEMENTS
Note 1. The Company and Summary of Significant Accounting Policies
The Company
-----------
RJV Network, Inc. ("the Company"), a development stage company, was
incorporated under the laws of the State of Nevada on December 23, 1999. The
Company was formed for the purpose of developing an internet-based listing
site that would provide detailed commercial real estate property listings and
related data. Pending the acquisition described in the following paragraph,
the Company has suspended its original business plan.
The Company is seeking approval of a proposed acquisition of Bio Kinetix, an
Alberta, Canada corporation. The proposed Acquisition Agreement provides
that the Company will acquire Bio Kinetix as a wholly-owned subsidiary by
issuing shares of its stock to the shareholders of Bio Kinetix resulting in
the shareholders of Bio Kinetix having a controlling ownership of the
Company. If the acquisition is approved, the Company will change its name to
Bio Kinetix Research, Inc., abandon its planned operations and continue
operations under the business plan of Bio Kinetix. Bio Kinetix has acquired
rights to a new proprietary method for treating breast cancer and has
obtained preliminary financing commitments. The reverse acquisition will be
accounted for by the purchase method.
Going Concern
-------------
The Company has not generated revenues to date and has an accumulated deficit
of $31,815 at December 31, 2002. The Company's ability to continue as a
going concern is in substantial doubt and is dependent upon approval of the
proposed acquisition of Bio Kinetix or upon obtaining additional financing.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Management of the Company has undertaken steps as part of a plan with the
goal of getting the proposed acquisition of Bio Kinetix approved. These
steps include submitting required documents for approval by the Securities
Exchange Commission and putting the plan before the Company's shareholders
for a vote of approval. There can be no assurance that any of these efforts
will be successful.
Cash
----
Cash consists of funds held in a checking account.
Due to Shareholder
------------------
The shareholder loan is unsecured, bears no interest and is due on demand.
Based on the amount of the loan and its short-term nature, carrying value
approximates fair value.
Taxes on Income
---------------
The Company accounts for income taxes under an asset and liability approach
that requires the recognition of deferred tax assets and liabilities for
expected future tax consequences of events that have been recognized in the
Company's financial statements or tax returns. In estimating future tax
consequences, the Company generally considers all expected future events
other than enactments of changes in the tax laws or rates.
Software and Web Site Development Costs
---------------------------------------
The costs of computer software developed or obtained for internal use, during
the preliminary project phase, as defined under Statement of Position 98-1
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use," will be expensed as incurred. The costs of web site
development, during the planning stage, as defined under Emerging Issues Task
Force No. 00-2 "Accounting for Web Site Development Costs," will also be
expensed as incurred.
Computer software and web site development costs incurred during the
application and infrastructure development stage, including external direct
costs of materials and services consumed in developing the software, creating
graphics and web site content, payroll, and interest costs, will be
capitalized and amortized over the estimated useful life, beginning when the
software is ready for use and after all substantial testing is completed and
the web site is operational.
The Company did not incur any software development costs for the period from
December 23, 1999 (date of inception) to December 31, 2002.
Costs to be incurred when the web site and related software are in the
operating stage will be expensed as incurred.
Earnings per Share
------------------
Basic earnings per share is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding in
the period. The Company's stock split 1:75 on August 24, 2001. In April
2002, the Board of Directors approved a 2.5 for 1 split of the Company's
stock. The accompanying financial statements are presented on a post-split
basis. The earnings per share for the years ended December 31, 2002 and
2001, and the period cumulative during the development stage have been
adjusted accordingly. Diluted earnings per share takes into consideration
common shares outstanding (computed under basic earnings per share) and
potentially dilutive securities. There were no dilutive securities
outstanding during the period December 23, 1999 to December 31, 2002.
Estimates
---------
The preparation of these financial statements in conformity with accounting
principles generally accepted in the United States 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 these financial statements and the reported amounts of revenues and
expenses during the period. Actual results could differ from these
estimates.
Note 2. Income Taxes
The Company is liable for taxes in the United States. As of December 31,
2002, the Company did not have any income for tax purposes and, therefore, no
tax liability or expense has been recorded in these financial statements.
The Company has tax losses of approximately $30,000 available to reduce
future taxable income. The tax loss expires in 2022.
The deferred tax asset associated with the tax loss carryforward is
approximately $10,800. The Company has provided a full valuation allowance
against the deferred tax asset. The valuation allowance increased by $8,300
from December 31, 2001.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
The Officer and Directors of the Company, whose terms will expire December
23, 2003 and July 7, 2003 respectively, or at such a time as their
successor(s) shall be elected and qualified is as follows:
Name and Address Age Position Date first elected
Edward E. Velton 44 President, December 23, 1999
15147 SE 46th Way Director
Bellevue, WA 98006
Rune Harkestad 38 Director July 7, 2000
10655 NE 4th Street
Bellevue, WA 98004
Michael McKinistry 55 Director July 7, 2000
9106 NE 141st Place
Bothell, WA 98001
Mr. Velton has had a broad range of experiences within the real estate
business over the past five years, which include:
JSH Properties, Inc., Licensed Real Estate Broker, 1999 to present. As an
associated broker with JSH Properties, Mr. Velton is responsible for the
marketing, sale, and management of several commercial properties including
grocery stores, neighborhood centers, and single tenant retail properties.
Greenfield Development, Chief Financial Officer, 1998-1999. Mr. Velton was
responsible for this company's financial management, which included
supervision of financial statement preparations, cash flow projections, cash
planning, bank relations, partner coordination, and board presentations.
Seattle First National Bank, Vice President, 1988-1998. Mr. Velton was the
Senior Project Lending Officer/Team Marketing Manager coordinating the
origination, evaluation, and management of construction and permanent loans
for a variety of properties. Mr. Velton originated over $500,000,000+ loans
with very low default and loss rates. Financed properties included over
4,000,000 square feet of retail projects, 3,000 apartment units, 3,000,000
square feet of office and industrial projects, and various other projects.
Education:
Graduated May 1983 from the San Diego State University, with a MBA
emphasizing corporate finance and real estate.
Graduated December 1981 from the University of Nevada, with a BS in Business
Administration, concentrating on corporate finance with a minor in economics.
The above officer and director of the Company may be considered a "promoter"
of the Company, as that term is defined in the rules and regulations
promulgated under the Securities and Exchange Act of 1933.
Two independent Directors where elected on July 7, 2000. All material
affiliated transactions shall be approved by the majority of RJV Networks,
Inc.'s Directors, which include the listed independent Directors of whom
shall not have a have an interest in the transaction. The independent
Directors have access to, at RJV Networks, Inc.'s expense, independent legal
counsel for material issues concerning the Company.
Rune Harkestad. Mr. Harkestad is currently employed, and has been for the
past five years, with JSH Properties, 10655 NE 4th Street, Suite 300,
Bellevue, WA 98004. His experience and knowledge within the commercial real
estate industry will be an asset to shareholders in making important
decisions that will affect the direction of the Company.
Michael J. McKinistry - 9106 NE 141st Place, Bothell, WA 98001. Currently,
Mr. McKinistry is employed by Yates, Wood, McDonald as a commercial real
estate broker. From 1998 to 2001, Mr. McKinistry was employed with National
Mortgage Co., as Vice President of Financial Services. From 1991 to 1998, Mr.
McKinistry served as Vice President of Financial Services for Kidder,
Matthews, & Segner, Inc. Mr. McKinistry has been involved with real estate
and real estate lending for the past twenty-four years, including the
experience of running his own single family home development company.
All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election of the directors. The Company has not
compensated its directors for service on the Board of Directors or committee
thereof, but the directors are entitled to be reimbursed for expenses
incurred for attendance at the meetings of the Board of Directors and any
committee of the Board of Directors. However due to the Company's lack of
funds and operations, the directors will defer their expenses and any
compensation until such a time the Company is operating at a profit. Officers
are appointed to serve until the meeting of the Board of Directors following
the next annual meeting of stockholders and until their successors have been
elected and qualified.
No officer, director, affiliate, or promoter of the Company has filed any
bankruptcy petition, been convicted in or been the subject of any pending
criminal proceedings, or is any such person the subject or any order,
judgment, or decree involving the violation of any state or federal
securities law.
No officer or director of the Company has been convicted in any criminal
proceeding (excluding traffic violations) or is the subject of a criminal
proceeding, which is currently pending.
Item 10. Executive Compensation.
--------------------------------
RJV has made no provisions for cash compensation to our officer and director.
No salaries are being paid at the present time, and will not be paid unless,
and until, there is available cash flow being generated from operations to
pay salary. There have been no grants of options or SAR grants given to any
of our executive officers for the life of RJV.
RJV does not presently have a stock option plan. However, in the future, RJV
may develop an incentive based stock option plan for our officers and
directors and may reserve up to ten percent of our outstanding shares of
common stock for that purpose.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
The following table sets forth certain information with respect to the
beneficial ownership of our common stock as it relates to our named Directors
and executive Officer, and each person known to RJV to be the beneficial
owner of more than five percent (5%) of said securities, and all of our
directors and executive officers as a group:
Name and Position Shares Percent Security
----------------- ------ ------- --------
Edward Velton 9,375,000 62.1% Common
15147 SE 46th Way
Bellevue, WA 98006
Rune Harkestad 0 0.0% N/A
10655 NE 4th Street
Bellevue, WA 98004
Michael McKinistry 0 0.0% N/A
9106 NE 141st Place
Bothell, WA 98001
Total held by officers and
Directors as a group
(3 individuals) 9,375,000 62.1% Common
Mr. Velton purchased shares of the Company's common stock in 1999 at a cost
of $0.10 per share. Please note that the above share total reflects the
forward splits of 75:1 effective in August 2001, and the 2.5:1 forward split
effective in April 2002.
The only person who, at any time during the fiscal year, was a director,
officer, or beneficial owner of more than ten percent of any class of equity
securities of RJV was Edward Velton, and thus subject to section 16 of the
Exchange Act. Mr. Velton has filed no Form 3, or Form 5, with respect to such
holdings, and has made no sales or transfers of such holdings since the
inception of RJV.
Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------
The Company's By-Laws provide that the Company must indemnify its officers
and directors to the fullest extent permitted under current Nevada laws
and/or acts against all liabilities incurred by reason of the fact that the
person is or was a officer or director of the Company. The effect of these
provisions is potentially to indemnify the Company's officers and directors
from all cost and expenses in which they are involved by reason of their
affiliation with the Company.
Item 13. Exhibits and Report on Form 8-K.
-----------------------------------------
(a) Exhibits
3.1* Certificate of Incorporation filed as an exhibit to the Company's
registration statement on Form 10SB/A filed on July 24, 2001 and incorporated
herein by reference.
3.2* By-Laws filed as an exhibit to the Company's registration statement on
Form 10SB/A filed on July 24, 2001 and incorporated herein by reference.
----
* Previously filed
A Form 8-K was filed by the Company during April, 2001, disclosing a 2.5 for
1 forward split of the Company's common shares.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, this 8th day of April, 2003.
RJV NETWORK, INC.
April 8, 2003 /s/ Edward Velton
-----------------
Edward Velton
President, Principal Financial and Accounting
Officer, and Director
April 8, 2003 /s/ Rune Harkestad
------------------
Rune Harkestad
Director
CERTIFICATION OF PRESIDENT
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
RULES 13a-14 AND 15d-14
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of RJV Network, Inc. (the "Company") on
Form 10-KSB for the period ending December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Edward Velton, President of the Company, certify, pursuant to Rules 13a-14
and 15-d14 of the Securities Exchange Act of 1934, as adopted pursuant to
ss.302 of the Sarbanes-Oxley Act of 2002, that:
(1) I have reviewed the Report;
(2) Based upon my knowledge, the Report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made,
in light of the circumstances under which such statements were
made, not misleading;
(3) Based upon my knowledge, the financial statements, and other
financial information included in the Report, fairly present in
all material respects the financial condition and results of
operations of the Company, as of, and for, the periods
presented in the Report;
(4) I and the other certifying officers of the Company:
a. are responsible for establishing and maintaining disclosure
controls and procedures for the Company;
b. have designed such disclosure controls and procedures to
ensure that material information is made known to us,
particularly during the period in which the Report is being
prepared;
c. have evaluated the effectiveness of the Company's disclosure
controls and procedures within 90 days of the date of the
Report; and
d. have presented in the Report our conclusions about the
effectiveness of the disclosure controls and procedures based
on the required evaluation.
(5) I and the other certifying officers have disclosed to the
Company's auditors and to the audit committee of the board of
directors (or persons fulfilling the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls (a pre-existing term relating to internal
controls regarding financial reporting) which could adversely
affect the Company's ability to record, process, summarize and
report financial data and have identified for the Company's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's
internal controls.
(6) I and the other certifying officers have indicated in the
Report whether or not there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of their
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
April 8, 2003 /s/ Edward Velton
-----------------
Edward Velton
President, Principal Financial and Accounting
Officer, and Director
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
RULES 13a-14 AND 15d-14
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of RJV Network, Inc. (the "Company") on
Form 10-KSB for the period ending December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Edwrad Velton, as Chief Financial Officer of the Company, certify, pursuant
to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934, as
adopted pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:
(1) I have reviewed the Report;
(2) Based upon my knowledge, the Report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the
circumstances under which such statements were made, not
misleading;
(3) Based upon my knowledge, the financial statements, and other
financial information included in the Report, fairly present in
all material respects the financial condition and results of
operations of the Company, as of, and for, the periods
presented in the Report;
(4) I and the other certifying officers of the Company:
a. are responsible for establishing and maintaining disclosure
controls and procedures for the Company;
b. have designed such disclosure controls and procedures to
ensure that material information is made known to us,
particularly during the period in which the Report is being
prepared;
c. have evaluated the effectiveness of the Company's disclosure
controls and procedures within 90 days of the date of the
Report; and
d. have presented in the Report our conclusions about the
effectiveness of the disclosure controls and procedures based
on the required evaluation.
(5) I and the other certifying officers have disclosed to the
Company's auditors and to the audit committee of the board of
directors (or persons fulfilling the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls (a pre-existing term relating to internal
controls regarding financial reporting) which could adversely
affect the Company's ability to record, process, summarize and
report financial data and have identified for the Company's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's
internal controls.
(6) I and the other certifying officers have indicated in the
Report whether or not there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of their
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
April 8, 2003 /s/ Edward Velton
-----------------
Edward Velton
Principal Financial and Accounting
Officer
PETERSON SULLIVAN PLLC
601 UNION STREET SUITE 2300 SEATTLE WA 98101 (206) 382-7777 FAX 382-7700
CERTIFIED PUBLIC ACCOUNTANTS