10-Q/A 1 cor10qasept01.txt COR DEVELOPMENT 10Q-A SEPTEMBER 2001 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 [ ] No [X] 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. EXPLANATORY NOTE COR Development, LLC ("COR") has re-evaluated whether the independent auditor review obtained with respect to its report on Form 10-QSB for the quarterly period ended September 30, 2001 was in compliance with the standards set forth by Statement of Auditing Standards 100 (which supersedes Statement of Auditing Standards 71) . Based on its re-evaluation, COR now believes that the review was not in compliance with such standards; as such, COR retained the independent auditing firm of Mayer Hoffman McCann, P.C. to perform such review. Page 1 COR has also re-evaluated whether it was required to file an Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000. Based on its re-evaluation, COR now believes that it was required to file such an Annual Report. The review by Mayer Hoffman McCann, P.C. is now completed. This report is being filed to amend and restate the following item contained in COR's report on Form 10-QSB for the quarterly period ended September 30, 2001, originally filed with the Securities and Exchange Commission on November 20, 2001, and amended on February 4, 2002. * Item 1. Financial Statements * Notation above indicating that while Section 15(d) of the Securities Act of 1934 required COR to files its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000, COR had not filed such Annual Report as of September 30, 2001 or as of February 4, 2002. In order to preserve the nature and character of the disclosures set forth in such items as originally filed, this report continues to speak as of the date of the original filing, and COR has not updated the disclosures in this report to speak as of a later date. All information contained in this amendment is subject to updating and supplementing as provided in our reports filed with the Securities and Exchange Commission subsequent to November 20, 2001. INDEX PART I FINANCIAL INFORMATION ...........................................4 Item 1. Condensed Financial Statements (Unaudited) ...............4 Condensed Balance Sheets .................................4 Condensed Statements of Operations (Unaudited) ...........5 Condensed Statements of Cash Flows (Unaudited) ...........5 Notes to Condensed Financial Statements (Unaudited) ......6 Item 2. Management's Discussion and Analysis or Plan of Operation) .............8 PART II OTHER INFORMATION .............................................9 Items 1 Legal Proceedings .......................................9 Items 2 Changes in Securities and Use of Proceeds ................9 Items 3 Defaults Upon Senior Securities .........................10 Items 4 Submission of Matters to a Vote of Security Holders .....10 Items 5 Other Information .......................................10 Items 6 Exhibits and Reports on Form 8-K ........................10

Page 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. 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. Page 3 ITEM 1. CONDENSED FINANCIAL STATEMENTS

NOTE: The balance sheet at December 31, 2000 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. See notes to condensed financial statements. Page 4

COR DEVELOPMENT, LLC (A Development Stage Company) NOTES TO CONDENSED FINANCIAL STATEMENTS September 30, 2001 1. Basis of presentation The accompanying unaudited condensed financial statements of COR Development, LLC (the Company) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended September 30, 2001 are not necessarily indicative of the results that may be expected for the year ended December 31, 2001. For further information, refer to the financial statements and footnotes included in the COR Development, LLC annual report on Form 10-KSB for the year ended December 31, 2000. Page 6 2. Going concern The accompanying financial statements have been prepared on a going concern basis, which contemplates continuity of the Company's operations and realization of its assets and payment of its liabilities in the ordinary course of business. On April 7, 2003 the Company's management determined that the equity securities issued in 2001 by the Company in a public offering were not in compliance with applicable state exemptions from registration and may be subject to rescission. This condition raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. INDEPENDENT ACCOUNTANTS' REPORT To the Members COR DEVELOPMENT, LLC We have reviewed the condensed balance sheet of COR Development, LLC (a development stage company) as of September 30, 2001 and the related condensed statements of operations and cash flows for the for the three-month and nine-month period ended September 30, 2001 and the period from inception (March 24, 2000) through September 30, 2001. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the condensed financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the balance sheet of COR Development, LLC (a development stage company) as of December 31, 2000 and the results of its operations and its cash flows for the period from inception (March 24, 2000) through December 31, 2000 (not presented herein); and in our report dated August 20, 2003, we expressed an unqualified opinion on those financial statements. In addition, our report included an explanatory paragraph regarding a going concern uncertainty. In our opinion, the information set forth in the accompanying condensed balance sheet as of December 31, 2000, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. The accompanying financial statements have been prepared on a going concern basis, which contemplates continuity of the Company's operations and realization of its assets and payment of its liabilities in the ordinary course of business. As discussed in the notes to the 2000 financial statements, on April 7, 2003 the Company's management determined that the equity securities issued in 2001 by the Company in a public offering were not in compliance with applicable state exemptions from registration and may be subject to rescission. This condition raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. Mayer Hoffman McCann P.C. Leawood, Kansas August 20, 2003 Page 7 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. Page 8 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. 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. Page 9 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. There is no other information to be submitted. 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. 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: August 22, 2003 By:/s/ Robert M. Adams ---------------------------------- Robert M. Adams, Manager of COR Development, LLC SIGNATURE TITLE Page 10

COR DEVELOPMENT LLC 10-Q/A