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M Corp – ‘10QSB’ for 3/31/04

On:  Tuesday, 7/20/04, at 10:36am ET   ·   For:  3/31/04   ·   Accession #:  67715-4-10   ·   File #:  1-31686

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  As Of                Filer                Filing    For·On·As Docs:Size

 7/20/04  M Corp                            10QSB       3/31/04    1:22K

Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       McOrp10Qsvmarch04                                     18     52K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
10Item 1. Legal Proceedings
"Item 2. Changes in Securities and Use of Proceeds
"Item 3. Defaults Upon Senior Securities
"Item 4. Submission of Matters to A Vote of Security Holders
"Item 5. Other Information
11Item 6. Exhibits and Reports on Form 8-K
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U.S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 0-1008 M Corp (Exact name of small business issuer as specified in its charter) Montana 81-0268769 (State or other jurisdiction of (Employer Identification No.) incorporation or organization) 128 Second Street South, Great Falls, Montana 59405 (Address of principal executive offices) (406) 727-2600 (Issuer's telephone number) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by 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 reports), and (2) has been subject to such filing requirements for the past 90 days. 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 a court. Yes No APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Class Outstanding at March 31, 2004 $1.00 Par Value Common Stock 1,537,243 Shares Transitional Small Business Disclosure Format (Check One): Yes ; No X
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M CORP INDEX MARCH 31, 2004 Page Number PART I Condensed Consolidated Financial Statements: Balance Sheet - March 31, 2004 2 Statements of Income and Comprehensive Income - Three Months Ended March 31, 2004 and 2003 3 Statements of Cash Flows - Three Months Ended March 31, 2004 and 2003 4 Notes to Consolidated Financial Statements 5-6 Management's Discussion and Analysis of the Consolidated Statements of Income 7 Controls and Procedures 8 PART II Other Information 9-10 Signatures 11 Certifications 14-18 1
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M CORP CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2004 ASSETS Current Assets Cash $ 22,518,718 Marketable Securities, at Fair Value 4,629,809 Receivables, Net 77,385 Prepaid Income Taxes 275,905 Prepaid Expenses 45,094 Total Current Assets 27,546,911 Noncurrent Investments, at Fair Value 706,060 Property, Plant and Equipment, Net 829,282 Total Assets $ 29,082,253 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable and Accrued Liabilities $ 270,543 Current Deferred Income Taxes 116,746 Related Party Payable 159,129 Total Current Liabilities 546,418 Provision for Estimated Title and Escrow Loses 778,748 Minority Interests 2,415,231 Long Term Deferred Income Taxes 126,470 Stockholders' Equity Common Stock, $1.00 Par Value, 5,000,000 shares authorized, 1,537,243 shares issued and outstanding 1,537,243 Capital Surplus 18,820,301 Retained Earnings 4,431,967 Accumulated Unrealized Gain (Loss) 425,875 Total Stockholders' Equity 25,215,386 Total Liabilities and Stockholders' Equity $ 29,082,253 See Notes to Consolidated Financial Statements. 2
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M CORP CONSOLIDATED STATEMENTS OF INCOME and COMPREHENSIVE INCOME For The Three Months Ended March 31, 2004 2003 Operating Revenues $ 588,303 $ 636,797 Operating Expenses Salaries and Payroll Costs 286,194 238,923 Other Expenses 201,542 255,418 Operating Expenses 487,736 494,341 Operating Income 100,567 142,456 Minority Portion Of Income (8,742) (7,988) Income Before Income Taxes 91,825 134,468 Income Tax Expense (26,545) (19,821) Net Income 65,280 114,647 Other Comprehensive Income Increase (Decrease) in Unrealized Holding Gains, Net of Income Taxes 15,333 29,987 Comprehensive Income $ 80,613 $ 144,634 Earnings per Share $ 0.04 $ 0.07 Weighted Average Shares 1,545,306 1,556,230 See Notes to Consolidated Financial Statements. 3
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M CORP CONSOLIDATED STATEMENTS OF CASH FLOWS For The Three Months Ended March 31, 2004 2003 CASH FLOWS FROM OPERATING ACTIVITIES Net Cash Provided By Operating Activities $ 49,152 $ 286,779 CASH FLOWS FROM INVESTING ACTIVITIES Cash Purchases of Furniture and Equipment (137,488) (14,206) Cash Purchases of Minority Interests -- (3,346) Cash Used For Purchases of Marketable Securities Available For Sale (3,442,291) (1,012,610) Cash Received on Dispositions of Marketable Securities Available For Sale 13,392 117,782 Net Cash Provided (Used) By Investing Activities (3,566,387) (912,380) CASH FLOWS FROM FINANCING ACTIVITIES Cash Purchases of Common Stock (162,720) (1,911) Dividends Paid In Cash -- -- Net Cash Provided (Used) By Financing Activities (162,720) (1,911) NET INCREASE IN CASH (3,679,955) (627,512) CASH - BEGINNING OF PERIOD 26,198,673 25,706,672 CASH - END OF PERIOD $ 22,518,718 $ 25,079,160 See Notes to Consolidated Financial Statements. 4
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M CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2004 Note 1. Basis of Presentation In the opinion of management, all adjustments necessary (consisting of only normal recurring accruals) have been made to the unaudited financial statements to present fairly the Company's financial position as of March 31, 2004 and the results of the Company's operations and cash flows for the three months ended March 31, 2004 and 2003. The results of operations for the three months ended March 31, 2004 and 2003 are not indicative of the results to be expected for the full year. The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its majority owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Members of the Anne Marie and Paul J. McCann family control, directly or indirectly, approximately 95% of the Company's issued and outstanding common stock. Note 2. Significant Accounting Policies For the purposes of the statements of cash flows, cash equivalents include time deposits, certificates of deposit and money market accounts, all with original maturities of three months or less. The Company's investment security portfolios, current and noncurrent, are carried at fair value in the Company's balance sheet at March 31, 2004. The net unrealized holding gain at March 31, 2004, net of the estimated income tax effects and minority interests in the unrealized holding gains, is included in Accumulated Other Comprehensive Income at March 31, 2004. Basic earnings per share (EPS) is calculated by dividing net income by the weighted number of common shares outstanding for the period. Note 3. Contingencies The Board of Directors has approved the Company's participation in an attempt to purchase a savings and loan institution. Should the purchase take place, the liquidity of the Company will be significantly affected. 5
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M CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED MARCH 31, 2004 Note 4. Segment Information Sales to outside concerns, interest revenues and segment operating profit for the Company's reportable segments were as follows for the period ended March 31, 2004: Sales To Segment Outside Interest Operating Concerns Revenues Profit Financial Holding Company $ 55,358 $ 28,036 $(10,852) Title Insurance Operations 369,382 10,477 76,297 Rental Properties 125,050 -- 35,122 Consolidated $549,790 $ 38,513 $100,567 Note 5. Subsequent Event Diversified Realty, Inc., a subsidiary of M Corp owned one property, not operated as a rental unit, in Clearwater, Florida which was listed for sale as of March 31, 2004. On May 25, 2004 the Company sold this property which is carried on the financial statements at a cost of $122,000 with $60,938 in accumulated depreciation. The net proceeds from the sale, $484,231, are currently being held by Asset Preservation Inc. pending a like-kind exchange expected to occur in the second or third quarter of 2004. The Company has not yet identified the new property in connection with this exchange. 6
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M CORP MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE STATEMENTS OF INCOME MARCH 31, 2004 A summary of the period to period changes in items included in the statements of income is shown below. COMPARISON OF Three Months Ended March 31, 2004 and 2003 Increases (Decreases) Operating Revenues $ (48,494) (7.6%) Operating Expenses $ (6,605) (1.3%) Net Income $ (49,367) (43.1%) Revenues decreased $48,494 in the first quarter of 2004 compared with the first quarter of 2003 primarily to a decrease in title income of $154,129 (30.1%) and a gain on sale of securities in the amount of $10,000 during first quarter 2004 compared to a loss of $61,752 during the same time period in 2003. Other factors include a $13,874 (12.5%) increase in rental income and an increase in other revenue of $25,220. Operating expenses decreased $6,605 (1.3%) in the first quarter of 2004 as compared with the first quarter of 2003 due to decrease in other expenses of $56,652 (24.1%), an increase in depreciation of $2,777 (13.7%), and an increase in salaries of $47,270 (19.8%) The provision for income tax expense increased by $6,724 (33.9%) in the first quarter of 2004 as compared with the first quarter of 2003 due mainly to an increase in deferred income tax expense caused primarily by bonus depreciation. 7
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M CORP CONTROLS AND PROCEDURES MARCH 31, 2004 Evaluation of disclosure controls and procedures. Based on an evaluation carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer during the 90-day period prior to the filing of this report, our Chief Executive Officer and Chief Financial Officer believe that our disclosure controls and procedures, as defined in Securities Exchange Act Rules 13a-14 and 15d-14, are, to the best of their knowledge, effective. Changes in internal controls, subsequent to the date of this evaluation. Our Chief Executive Officer and Chief Financial Officer are not aware of any significant changes in our internal controls over significant deficiencies and material weakness, or in other factors that could significantly affect these controls to ensure that information required to be disclosed by us, in reports that we file or submit under the Securities Act, is recorded, processed, ummarized, and reported within the time period specified in Securities and Exchange Commission rules or regulations. 8
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M CORP PART II OTHER INFORMATION MARCH 31, 2004 ITEM 1 LEGAL PROCEEDINGS None ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS None ITEM 3 DEFAULTS UPON SENIOR SECURITIES None ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5 OTHER INFORMATION None 9
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M CORP OTHER INFORMATION - CONTINUED ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit Number Description Page # 3.1 Articles of Incorporation 12 3.2 By-Laws 12 10 Material Contracts 12 16 Letter on change in certifying accountant 13 31.1 Certification required under Section 302 14-15 31.2 Certification required under Section 302 16-17 32.1 Certification required under Section 906 18 32.2 Certification required under Section 906 18 (b) Reports on Form 8-K On October 20, 2003, Dwyer & Company, Pc, our independent accountant, resigned, when the review for the period ending September 30, 2003 was completed. February 23, 2004, we engaged Anderson ZurMuehlen & Co., P.C. as our principal accountant to audit our financial statements. Dwyer & Company, CPA, PC's report on the financial statements for either of the past two years did not contain an adverse opinion and was not modified as to uncertainty, audit scope or accounting principles. A current report on Form 8-K was filed on February 24, 2004, regarding the change in auditors. On April 27, 2004, Form 8-K/A was filed including additional disclosures required by the Securities Exchange Commission. 10
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M CORP SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. M Corp Date: July 9, 2004 By: s/S. M. McCann S. M. McCann, President, Chairman of the Board In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on July 9, 2004. Director s/R. Bruce Robson R. Bruce Robson Director s/A.M. McCann A.M. McCann Chief Financial Officer s/D. Mellinger D. Mellinger Chief Executive Officer s/Paul J. McCann Paul J. McCann 11
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M CORP EXHIBIT 3.1 ARTICLES OF INCORPORATION There have been no amendments to the Articles of Incorporation for M Corp during the first fiscal quarter of 2004. EXHIBIT 3.2 BY-LAWS During the first quarter ending March 31, 2004, there were no changes to M Corp's By-laws. EXHIBIT 10 MATERIAL CONTRACTS No material contracts were executed or became effective during the first quarterof 2004. 12
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M Corp EXHIBIT 16 LETTER ON CHANGE IN CERTIFYING ACCOUNTANT [DWYER & COMPANY, CPA, PC LETTERHEAD] DWYER & COMPANY, CPA, PC [LOGO] 18 6TH street North, Suite 200, Great Falls, MT 59401 Phone (406) 453-2463 Fax (406) 727-3225 February 23, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We have read the Form 8-K, item 4, for M Corp (SEC File No. 0-1008) dated February 23, 2004, and form 8-K/A dated April 27, 2004, and we agree with the statements made therein concerning our resignation. Sincerely, /s/Dwyer & Company, CPA, PC Dwyer & Company, CPA, PC 13 M Corp EXHIBIT 31.1 CERTIFICATION I, Paul J. McCann, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of M Corp; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in the quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of M Corp, as of, and for, the periods presented in this report. 4. M Corp's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d-15(f) for M Corp and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to M Corp, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of M Corp's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and: c. Disclosed in this report any change in M Corp's internal control over financial reporting that occurred during M Corp's first fiscal quarter that has materially affected, or is reasonably likely to materially affect M Corp's internal control over financial reporting; 14
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M Corp EXHIBIT 31.1 - CONTINUED CERTIFICATION 5. M Corp's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to M Corp's auditors and the audit committee of M Corp's board of directors: a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect M Corp's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in M Corp's internal control over financial reporting. Date: July 9, 2004 s/Paul J. McCann Paul J. McCann, Chief Executive Officer 15
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M Corp EXHIBIT 31.2 CERTIFICATION I, D. Mellinger, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of M Corp. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in the quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of M Corp, as of, and for, the periods presented in this report. 4. M Corp's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d-15(f) for M Corp and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to M Corp, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of M Corp's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and: c. Disclosed in this report any change in M Corp's internal control over financial reporting that occurred during M Corp's first fiscal quarter that has materially affected, or is reasonably likely to materially affect M Corp's internal control over financial reporting; 16
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M Corp EXHIBIT 31.2 - CONTINUED CERTIFICATION 5. M Corp's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to M Corp's auditors and the audit committee of M Corp's board of directors: a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect M Corp's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in M Corp's internal control over financial reporting. Date: July 9, 2004 s/D. Mellinger D. Mellinger, Chief Financial Officer 17
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M Corp EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED UPRSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of M Corp on Form 10-QSB for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Paul J. McCann, Chief Executive Officer of M Corp, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that; The report fully compiles with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of M Corp. Date: July 9, 2004 s/Paul J. McCann Paul J. McCann, Chief Executive Officer EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED UPRSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of M Corp on Form 10-QSB for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, D. Mellinger, Chief Financial \Officer of M Corp, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that; The report fully compiles with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of M Corp. Date: July 9, 2004 s/D. Mellinger D. Mellinger, Chief Financial Officer 18

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘10QSB’ Filing    Date First  Last      Other Filings
Filed on:7/20/04
7/9/041218
5/25/047
4/27/041114
For Period End:3/31/04118NT 10-K,  NT 10-Q
2/24/0411
2/23/041114
10/20/0311
9/30/031110QSB,  10QSB/A
3/31/032810QSB,  10QSB/A,  NT 10-K,  NT 10-Q
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