10-Q/A 1 cor10qnov01.txt COR 10-Q AMENDMENT 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended 09/30/2001 Commission file number 333-41636 COR DEVELOPMENT, LLC ---------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Kansas 48-1229527 ----------------------------- -------------------------------- (State or other jurisdiction (IRS Employer Identification Number) of incorporation or organization) 13720 Roe Leawood, Kansas 66224 ---------------------------------------- (Address of principal executive offices) 913-897-0120 ------------------------------------------------ (Issuer's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 CORPORATE ISSUERS: State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of September 30, 2001, the issuer had outstanding 252,350 common units and 596,803 preferred units. 1 INDEX PART I FINANCIAL INFORMATION ..........................................3 Item 1. Financial Statements .....................................4 Statement of Assets and Liabilities as of September 30, 2001 (unaudited) .............4 Statement of Revenue and Expenses January through September 30, 2001 (unaudited) .............5 Item 2. Management's Discussion and Analysis or Plan of Operation) .............6 PART II OTHER INFORMATION .............................................7 Items 1 Legal Proceedings .......................................7 Items 2 Changes in Securities and Use of Proceeds ................7 Items 3 Defaults Upon Senior Securities ..........................8 Items 4 Submission of Matters to a Vote of Security Holders ......8 Items 5 Other Information ........................................8 Items 6 Exhibits and Reports on Form 8-K .........................8

2 CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-QSB and the information incorporated by reference may include "forward-looking statements" within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Exchange Act, as amended. In particular, your attention is directed to Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation. We intend the disclosure in these sections and throughout the Quarterly Report on Form 10-QSB to be covered by the safe harbor provisions for forward-looking statements. All statements regarding our expected financial position and operating results, business strategy, financing plans and the outcome of any contingencies are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as "may," "believe," "plan," "will, "anticipate," "estimate," "expect," "intend" and other phrases of similar meaning. Known and unknown risks, uncertainties and other factors could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and assumptions. Although we believe that our expectations that are expressed in these forward-looking statements are reasonable, there can be no assurance that our expectations will turn out to be correct. Our actual results could be materially different from our expectations, including the following: general economic and business conditions, both nationally and in the regions in which we operate; demographic changes; existing governmental regulations and changes in, or the failure to comply with, governmental regulations; our ability to manage the contemplated construction and to find tenants to occupy the proposed constructed space; liability and other claims asserted against us; competition in the commercial property lease marketplace; our ability to attract and retain qualified personnel; changes in generally accepted accounting principles; and the availability and terms of capital to fund the contemplated construction of the buildings. 3 This list is intended to identify some of the principal factors that could cause actual results to differ materially from those described in the forward-looking statements included elsewhere in this report. These factors are not intended to represent a complete list of all risks and uncertainties inherent in our business, and should be read in conjunction with the more detailed cautionary statements included in our other SEC filings. ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-QSB REFLECT MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY MATERIALLY. We have compiled the accompanying statement of assets and liabilities (income tax basis) of COR Development, LLC, as of September 30, 2001, and the related statement of revenue and expenses (income tax basis) for the nine months then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. A compilation is limited to presenting, in the form of financial statements, information that is the representation of management. We have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion or any other form of assurance on them. Management has elected to omit substantially all of the disclosures and the statements of cash flows and retained earnings required by generally accepted accounting principles. If the omitted disclosures were included and the other statements were presented, they might influence the user's conclusions about the company's financial position, results of operations, and cash flows. Accordingly, these financial statements are not designed for those who are not informed about such matters. The accompanying financial statements have been prepared on the accounting basis used for income tax purposes; consequently, certain revenue and the related assets are recognized when received rather than when earned, and certain expenses are recognized when paid rather than when the obligation is incurred. Accordingly, the financial statements referred to above are not intended to present financial position and results of operations in conformity with generally accepted accounting principles. Overland Park, KS Forgy and Company, L.L.C. February 1, 2002 4 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. COR Development, LLC Statement of Assets and Liabilities As of September 30, 2001 September 30, 2001 ASSETS Current Assets Checking/Savings Merrill Lynch 78,791.59 ------------- Total Checking/Savings 78,791.59 ------------- Total Current Assets 78,791.59 Fixed Assets Land Purchase-Hard Cost 11,225,694.00 Land Purchase-Soft Cost 44,557.09 Land Development-Hard Cost Site Clearing 19,943.00 ------------- Total Land Development-Hard Cost 19,943.00 Land Development-Soft Cost Loan Refinance Fee 8,000.00 Interest Expense 225,025.77 Advertising/Marketing 53,493.31 Architect Fees 218,692.49 Compensation 144,975.08 Engineering Fees 64,220.33 Entertainment 42.25 Equipment and Furniture 5,023.94 Insurance 35,141.00 Meeting Expenses 6,981.21 Postage 4,908.56 Printing & Brochures 51,445.34 Professional Expenses 88,937.24 Staffing 10,531.49 Travel 3,151.12 Telephone 658.74 Unclassified 16,818.56 Contributions from Members -12,000.00 ------------- Total Land Development-Soft Cost 926,046.43 ------------- Total Fixed Assets 12,216,240.52 ------------- TOTAL ASSETS 12,295,032.11 ============= 5 LIABILITIES & EQUITY Liabilities Current Liabilities Other Current Liabilities Interest Payable-Gold Bank 225,025.77 Note-Gold Band 3,400,000.00 ------------- Total Other Current Liabilities 3,625,025.77 ------------- Total Current Liabilities 3,625,025.77 ------------- Total Liabilities 3,625,025.77 Equity Additional Paid In Capital 77,905.00 Members Investments 8,562,660.33 Retained Earnings 12,245.82 Net Income 17,195.19 ------------- Total Equity 8,670,006.34 ------------- TOTAL LIABILITIES & EQUITY 12,295,062.11 ============= COR Development, LLC Statement of Revenue and Expenses January through September 2001 Jan - Sep 01 Ordinary Income/Expense Expense Bank Service Charges 42.00 Miscellaneous - 0.12 -------- Total Expense 41.88 --------- Net Ordinary Income -41.88 Other Income/Expense Other Income Dividend Income-Money Fund 17,237.07 --------- Total Other Income 17,237.07 --------- Net Other Income 17,237.07 --------- Net Income 17,195.19 ========= 6 Item 2. Management's Discussion and Analysis or Plan of Operation. The Registrant, COR Development, LLC ("Registrant" or "COR Development"), a Kansas limited liability company, has not had any revenues during the past two (2) years, with the exception of dividend income. Dividend income for the period from January through September, 2001 totaled $17,237.07. For the next twelve (12) months, the Registrant, COR Development, will be actively involved in the development of the 47 acres that were purchased in part with the proceeds of the offering of the common units and preferred units. In late October, 2001, COR Development finalized and filed with the City of Leawood, Kansas, site plans for the building of the facilities for the office and retail space. In conjunction with the filing of the site plans, we requested the zoning necessary for the proposed development. Response from the City of Leawood is pending, and we expect that such response will take a minimum of three to five months. In the interim, we anticipate that we will be conducting meetings with the staff of the City of Leawood and meetings with adjacent property owners in preparation for receiving approval of the site plans and receiving building permits for the construction of the facilities. We will employ a construction company for the construction of the facilities and the overall management of the construction. As of this date, we have selected Walton Construction Co., Inc. to act as the general contractor for the building of the facilities, but no contract has been executed for these services. As of this date, we also have selected a company to serve as the entity to assist with securing the approval of the site plans and to obtain tenants for the facilities. We anticipate that during the coming twelve months, construction will commence on the facilities. At this time, we have sufficient cash to proceed forward with the development of the real estate until we obtain a construction loan. We anticipate obtaining an initial construction loan in the first half of the next calendar year. We currently anticipate that the principal amount of this initial construction loan will be approximately $3,000,000 to $5,000,000, which we plan to use toward construction of development infrastructure. This infrastructure construction is expected to involve selective demolition, earthwork, construction of underground duct and utility structures, construction of sanitary sewerage and storm drainage, and installation of pavement. We anticipate that all construction loans necessary to bring the development to completion will ultimately total approximately $39,000,000. If this amount of total construction loans is not obtained, we will not be able to complete the construction of the facilities. Based upon the current site plans, there will be approximately 450,000 square feet of retail, hotel and office space. The facilities will be on 34 acres. The current site plans will include a 120-room hotel, 239,000 square feet of retail and hotel space, 211,000 square feet of office space, a bank and three restaurants. The current site plans provide more square feet of retail and office space then originally anticipated in the prospectus which indicated a combined 329,000 square feet of retail and office space. The reconfiguration of the facilities on the property has allowed for more space to use and to rent. The construction will continue for an extended time. We anticipate that the construction of all of the facilities should occur in 2005. 7 PART II - OTHER INFORMATION Item 1. Legal Proceedings. The Registrant is not currently involved in any legal proceedings. Item 2. Changes in Securities and Use of Proceeds. There have been no changes in the terms of, or the rights evidenced by, the registered securities. There have been no sales of unregistered securities. The effective date of the registration statement of Registrant was November 3, 2000. The offering was commenced on November 6, 2000. No sales of securities were made until January 2001. There are two classes of securities, common units and preferred units. The offering has now terminated before all of the registered common units and preferred units were sold. A total of 1,600,000 units were registered that consisted of a collective 1,600,000 of common units and preferred units. The Registrant could only offer a total of 1,600,000 units. To the date of the termination of the offering on May 7, 2001, 252,350 common units and 596,803 preferred units were sold, which provided proceeds of $8,491,530. The offering price was $10.00 per unit for either a preferred unit or a common unit. There was no underwriter engaged or employed for this offering. The amount registered of each class of security, the aggregate price of the offering amount registered, the amount sold of each security and the aggregate offering price of the amount sold are as follows:

From the effective date of the registration statement to September 30, 2001, the amount of the expenses incurred with respect to the issuance and distribution of the securities was $49,894.60 for legal fees, accounting fees and the costs of the printing of prospectuses and unit certificates. As disclosed in the registration statement, Arthur E. Fillmore, II, one of the managers of Registrant, is a member of Craft Fridkin & Rhyne, L.L.C. This firm provided legal counsel to Registrant during the registration of its securities. Mr. Fillmore, however, did not charge Registrant any fees for any of his time spent in the registration process. 8 The total amount of proceeds available from the effective date of the registration statement, November 3, 2000, to September 30, 2001 was $8,640,565.33. Out of these proceeds, the Registrant used the sum of $5,406,807.09 to purchase real estate on which it will build facilities that will consist of office and retail space. The Registrant also had the sum of $78,791.59 invested in an account offering interest on such funds. The Registrant used the sum of $78,791.59 for its working capital needs during this time. No managers of the Registrant or persons owning ten percent (10%) or more of any class of these securities received any of these payments. The use of the proceeds set forth above does not constitute a material change in the use of proceeds set forth in the prospectus of the Registrant. Item 3. Defaults Upon Senior Securities. There have been no defaults on any indebtedness of Registrant. Item 4. Submission of Matters to a Vote of Security Holders. No matters have been submitted to a vote of the holders of the registered securities. Item 5. Other Information. This Amended Report on Form 10-QSB incorporates changes to the financial statements. Item 6. Exhibits and Reports on Form 8-K. (a) There are no exhibits included with this report. All exhibits have either been previously filed or are not applicable to the Registrant. (b) There has been no Form 8-K filed by Registrant. 9 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COR DEVELOPMENT, LLC (Registrant) Date: February 4, 2002 By:/s/ Robert M. Adams ---------------------------------- Robert M. Adams, Manager of COR Development, LLC SIGNATURE TITLE

COR DEVELOPMENT LLC 10-Q/A