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: December 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT
For the transition period from ____________________ to __________________
Commission file number 0-27953
COLUMBUS NETWORKS CORPORATION
(Exact name of small business issuer as specified in its charter)
NEVADA 98-0187538
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
#100 - 1295 STEVENS ROAD, KELOWNA, BRITISH COLUMBIA, CANADA V1Z 2S9
(Address of principal executive offices)
(250) 769-8099
(Issuer's telephone number)
GOLDEN RIVER RESOURCES INC.
2420 PANDOSY STREET, KELOWNA, BRITISH COLUMBIA, CANADA V1Y 1T8
(Former name, former address and former fiscal year, if
changed since last report)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date:
20,859,323 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
DECEMBER 31, 2000
Transitional Small Business Disclosure Format (check one); Yes No X
CONSOLIDATED FINANCIAL STATEMENTS OF
COLUMBUS NETWORKS CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
SIX MONTH PERIOD ENDED DECEMBER 31, 2000
2
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Consolidated Balance Sheets
December 31, 2000 and June 30, 2000
$ United States
December 31, June 30,
2000 2000
(Unaudited - prepared
by Management)
ASSETS
Current assets
Cash $ 28,912 $ 31,986
Accounts receivable 8,448 7,239
Receivable from directors (note 4) 26,977 -
Prepaid expenses and deposits 43,179 5,825
---------- ----------
107,516 45,050
Fixed assets 83,224 51,271
Website development 45,358 19,790
---------- ----------
$ 236,098 $ 116,111
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
Accounts payable and accrued liabilities $ 159,042 $ 34,459
Unearned revenue 63,034 25,115
Debt (note 5) 60,350 -
Payable to directors - 825
---------- ----------
282,426 60,399
Subscription for shares - 1,689
Stockholders' Equity (Deficiency)
Capital stock (note 6)
1,000,000 preferred shares with a par value of $0.01 per
share authorized
50,000,000 common shares with a par value of $0.001 per
share authorized, 20,859,323 issued (June 30, 2000 -
10,556,773) 20,859 293,178
Additional paid in capital 611,533 -
Deficit accumulated during the development stage (683,197) (241,191)
Accumulated other comprehensive income:
Cumulative translation adjustment 4,477 2,036
---------- ----------
(46,328) 54,023
Subsequent events (note 7)
---------- ----------
$ 236,098 $ 116,111
========== ==========
Approved by the Board:
,Director
---------------------------------------------------------
,Director
---------------------------------------------------------
3
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Consolidated Statements of Operations
Six month periods ended December 31, 2000 and 1999
(Unaudited - prepared by Management)
$ United States
Six months ended
DECEMBER 31, 1999
Predecessor
Business
Period from (note 2 (a))
From Inception Six months December 1, Period from
(March 3, 1999) ended 1999 to July 1, 1999 to
to December 31, December 31, December 31, December 15,
2000 2000 1999 1999
Fee revenue $ 90,371 $ 52,220 $ 9,291 $ 53,850
Interest and other income 2,123 327 230 -
----------- ----------- --------- ----------
92,494 52,547 9,521 53,850
Expenses
Advertising and promotion 33,618 16,338 981 893
Amortization - fixed assets 16,264 11,056 303 1,071
Amortization - website development 4,474 3,988 - -
Automotive 31,307 21,499 - 5,727
Bank charges 1,936 1,170 30 125
Consulting 26,064 26,064 - -
Conferences 34,061 26,155 - -
Inducement fee 18,996 - - -
Insurance 1,295 71 - -
Internet fees 30,434 15,196 - 884
Licences, fees and dues 3,418 369 - -
Office 33,948 25,304 1,030 2,039
Professional fees 106,809 87,951 5,908 733
Rent 25,505 13,035 1,178 2,088
Repairs and maintenance 5,731 4,119 - -
Telephone 11,060 6,011 740 2.697
Training 1,022 - - -
Travel 38,679 24,813 496 2,090
Wages and benefits 348,512 211,414 15,541 -
Website development 2,558 - - 16,488
----------- ----------- --------- ----------
775,691 494,553 26,207 34,835
----------- ----------- --------- ----------
(Loss) net income $ (683,197) $ (442,006) $(16,686) $19,015
=========== =========== ========= ==========
Weighted average number of shares,
basic and diluted 6,363,179 12,510,060 684,132 7,867,514
Loss per share, basic and diluted $ (0.11) $ (0.04) $ (0.02) $ (0.00)
=========== =========== ========= ==========
4
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Consolidated Statements of Operations
Three month periods ended December 31, 2000 and 1999
(Unaudited - prepared by Management)
$ United States
Three months ended
DECEMBER 31, 1999
Predecessor
Business
(note 2 (a))
Period from
Three months December 1, Period from
ended 1999 to October 1, 1999
December 31, December 31, to December 15,
2000 1999 1999
Fee revenue $ 24,154 $ 9,291 $16,879
Interest and other income 152 230 -
------------ --------- -------
24,306 9,521 16,879
Expenses
Advertising and promotion 12,463 981 251
Amortization - fixed assets 6,553 303 555
Amortization - website development 2,749 - -
Automotive 14,174 - 2,906
Bank charges 737 30 55
Consulting 19,952 - -
Conferences 20,488 - -
Inducement fee - - -
Insurance 35 - -
Internet fees 9,759 - 453
Licences, fees and dues 298 - -
Office 21,427 1,030 1,403
Professional fees 75,040 5,908 367
Rent 6,696 1,178 1,481
Repairs and maintenance 2,368 - -
Telephone 3,655 740 695
Training - - -
Travel 20,727 496 1,046
Wages and benefits 135,201 15,541 -
Website development - - 6,097
352,322 26,207 15,309
------------ --------- -------
(Loss) net income $ (328,016) $(16,686) $ 1,570
============ ========= =======
Weighted average number of shares,
basic and diluted 14,123,970 1,368,263 7,867,514
Loss per share, basic and diluted $ (0.02) $ (0.01) $ (0.00)
============ ========= =========
5
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Consolidated Statement of Stockholders' Equity (Deficiency) and Comprehensive
Income
Six month period ended December 31, 2000
(Unaudited - prepared by Management)
$ United States
Deficit
Capital stock Accumulated Accumulated Total
Additional During the Other Stockholders'
Common shares Paid in Development Comprehensive Equity
Number Amoun Capital Stage Income (Deficiency)
Shares issued for acquisition of assets
on December 15, 1999 7,867,514 $ 2 $ - $ - $ - $ 2
Shares issued for cash on January 28, 2000 2,574,822 303,930 - - - 303,930
Shares issued for cash on June 16, 2000 114,437 13,508 - - - 13,508
Share issue costs - (24,262) - - - (24,262)
---------- ---------- -------- ---------- ------ ----------
10,556,773 293,178 - - - 293,178
Comprehensive income
Loss - - - (241,191) - (241,191)
Foreign currency translation adjustment - - - - 2,036 2,036
---------- ---------- -------- ---------- ------ ----------
Comprehensive Income (Loss) - - - (241,191) 2,036 (239,155)
---------- ---------- -------- ---------- ------ ----------
Balance, June 30, 2000 10,556,773 293,178 - (241,191) 2,036 54,023
Shares issued for acquisition
of assets (note 6 (a)) 143,046 16,821 - - - 16,821
Shares issued upon conversion
of share subscriptions (note 6 (b)) 14,305 1,689 - - - 1,689
Shares issued for cash (note 6 (c)) 812,214 95,507 - - - 95,507
Shares issued for services (note 6 (d)) 429,137 50,464 - - - 50,464
Shares issued for services (note 6 (e)) 3,000,000 352,784 - - - 352,784
Share issue costs - (360,107) - - - (360,107)
---------- ---------- -------- ---------- ------ ----------
14,955,475 450,336 - (241,191) 2,036 211,181
Shares held by Golden River shareholders
prior to recapitalization transaction
(note 3) 5,903,848 182,056 - - - 182,056
Reallocate capital stock to equal
par value of outstanding
common shares - (611,533) 611,533 - - -
---------- ---------- -------- ---------- ------ ----------
20,859,323 20,859 611,533 (241,191) 2,036 393,237
Comprehensive income
Loss for the period - - - (442,006) - (442,006)
Foreign currency translation
adjustment - - - - 2,441 2,441
---------- ---------- -------- ---------- ------ ----------
Comprehensive income (loss) - - - (442,006) 2,441 (439,565)
---------- ---------- -------- ---------- ------ ----------
Balance, December, 31, 2000 20,859,323 $ 20,859 $611,533 $(683,197) $4,477 $ (46,328)
========== ========== ======== ========== ====== ==========
6
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
Six month periods ended December 31, 2000 and 1999
(Unaudited - prepared by Management)
$ United States
Six months ended
December 31, 1999
Predecessor
Business
Period from (note 2 (a))
From Inception Six months December 1, Period from
(March 3, 1999) ended 1999 to July 1, 1999
to December 31, December 31, December 31 December 15,
2000 2000 1999 1999
Cash provided by (used in):
Operating activities:
Cash receipts from customers $ 125,960 $ 81,691 $ 2,425 $ 48,894
Cash receipts from interest and
other income 2,123 327 230 -
Cash paid to suppliers and employees (697,602) (462,550) (21,044) (34,059)
----------- ---------- --------- ---------
(569,519) (380,532) (18,389) 14,835
Financing activities:
Increase (decrease) in payable to
directors - (825) 22,142 -
Issuance of common shares 302,115 88,184 - -
Business combination (note 3) 362,632 362,632 - -
Subscription for shares 80,934 - 79,245 -
Partners' draws - - - (4,614)
Bank indebtedness - - - (364)
----------- ---------- --------- ---------
745,681 449,991 101,387 (4,978)
Investing activities:
Increase in receivable from directors (26,977) (26,977) - -
Purchase of fixed assets (91,739) (35,262) (25,551) (9,857)
Website development costs capitalized (33,011) (12,735) - -
----------- ---------- --------- ---------
(151,727) (74,974) (25,551) (9,857)
Foreign currency translation adjustment 4,477 2,441 - -
----------- ---------- --------- ---------
Increase (decrease) in cash 28,912 (3,074) 57,447 -
Cash, beginning of period - 31,986 - -
----------- ---------- --------- ---------
Cash, end of period $ 28,912 $ 28,912 $ 57,447 $ -
=========== ========== ========= =========
Supplementary Information:
Interest paid $ - $ - $ - $ -
Income taxes paid - - - -
Non-cash financing and investing activities:
Common shares issued for fixed assets 2 - 2 -
Common shares issued for acquisition
of assets 16,821 16,821 - -
Common shares issued on conversion
of share subscriptions 80,934 1,689 - -
Common shares issued for services
to be received 50,464 50,464 - -
Common shares issued for services 352,784 352,784 - -
Share issue costs paid by issuance
of common shares (352,784) (352,784) - -
Common shares issued for business combination (180,576) (180,576) - -
=========== ========== ========= =========
7
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
Six month period ended December 31, 2000
(Unaudited - prepared by Management)
$ United States
1. NATURE OF OPERATIONS:
Columbus Networks Corporation ("the Company"), formerly known as Golden
River Resources Inc., was incorporated on June 17, 1997 under the laws of
the State of Nevada and its principal business activity is developing
electronic recruitment websites including educationcanada.com,
educationamerica.net and globalesl.net. The Company earns subscription fees
paid by the employers that use the websites to recruit teaching
professionals. Prior to the Company's business combination effective
November 30, 2000 with Columbus Networks Corporation ("Columbus B.C."), a
British Columbia company, the Company was a shell company that was actively
pursuing an operating company.
2. ACCOUNTING POLICIES:
(a) Basis of presentation:
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant
intercompany balances and transactions have been eliminated.
Effective November 30, 2000, the Company acquired 100% of the
outstanding common shares of Columbus B.C. As the shareholders of
Columbus B.C. obtained control of the Company through the exchange of
their shares of Columbus B.C. for shares of the Company, the
acquisition of Columbus B.C has been accounted for in these
consolidated financial statements as a recapitalization of Columbus
B.C. effectively representing an issuance of shares by Columbus B.C.
for the net assets of the Company. Consequently, the consolidated
statements of operations, stockholders' equity (deficiency) and
comprehensive income and cash flows reflect the results from
operations and cash flows of Columbus B.C, the legal subsidiary, for
the period from incorporation on March 3, 1999 to December 31, 2000
combined with those of the Company, the legal parent, from acquisition
on November 30, 2000, in accordance with accounting principles
generally accepted in the United States of America.
In accordance with the rules and regulations of the Securities and
Exchange Commission, a predecessor entity's financial statements are
required to be presented in specified U.S. Securities filing
documents. Accordingly, the amounts presented for the period July 1,
1999 to December 15, 1999, and the period October 1, 1999 to December
15, 1999 in the statements of operations and cash flows are those of a
predecessor partnership. The financial information presented as at
December 31, 2000, for the six months ended December 31, 2000 and
1999, for the three months ended December 31, 2000 and 1999 and for
the period from inception (March 3, 1999) to December 31, 2000 is
unaudited, however, in the opinion of management, all adjustments
(consisting solely of normal recurring items) necessary for the fair
presentation of these unaudited amounts in conformity with accounting
principles generally accepted in the United States of America have
been made.
The continuity of the number of common shares of Columbus B.C. and its
predecessor entity have been adjusted to reflect the conversion of the
shares into shares of the Company as if the acquisition occurred on
July 1, 1999.
8
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
Six month period ended December 31, 2000
(Unaudited - prepared by Management)
$ United States
2. ACCOUNTING POLICIES: (continued)
(b) Translation of financial statements:
The Company's subsidiary, Columbus B.C., operates in Canada and its
operations, and therefore its functional currency, are conducted in
Canadian currency.
These financial statements have been translated from Canadian dollar
functional currency into United States dollar reporting currency as
follows:
i) Assets and liabilities are translated at the rate of exchange in
effect at the balance sheet date, being U.S. $1.00 per Cdn.
$1.5042 (June 30, 2000, US $1.00 per CDN $1.4806).
ii) Revenue and expenses are translated at the exchange rate in
effect at the transaction date.
iii) The net adjustment arising from the translation is recorded in a
separate component of stockholders' equity (deficiency) called
"cumulative translation adjustment" which is included in the
"accumulated other comprehensive income."
3. BUSINESS COMBINATION:
Effective November 30, 2000, the Company, and Columbus B.C., executed their
share exchange agreement. The Company issued 14,955,475 common shares to
the shareholders of Columbus B.C. in consideration for all of the issued
and outstanding common shares of Columbus B.C. on the basis of 1.4305
common shares of the Company for each common share of Columbus B.C. Prior
to its acquisition of Columbus B.C., the Company had no substantial
operations. As the former shareholders of Columbus B.C. obtained control of
the Company through the share exchange, this transaction was accounted for
in these financial statements as a recapitalization of Columbus B.C.
effectively representing an issuance of shares by Columbus B.C. for the net
tangible assets of the Company. The historical financial statements reflect
the results of operations of Columbus B.C. from the date of its
incorporation on March 3, 1999, consolidated with those of the Company from
November 30, 2000.
Equity financing was raised by the Company prior to November 30, 2000 in
anticipation of the recapitalization transaction. $200,000 of the proceeds
from this financing was advanced to Columbus B.C. prior to the
recapitalization transaction. The advance was eliminated upon consolidation
of the companies.
9
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
Six month period ended December 31, 2000
(Unaudited - prepared by Management)
$ United States
3. BUSINESS COMBINATION (CONTINUED):
The acquisition details are as follows:
Net assets acquired
Cash $ 162,632
Prepaid expenses 2,732
Due from Columbus B.C. 200,000
Fixed assets 7,747
Accounts payable and accrued liabilities (130,705)
Debt (60,350)
----------
$ 182,056
==========
Consideration given for net assets acquired
14,955,475 common shares issued $ 182,056
==========
4. RECEIVABLE FROM DIRECTORS:
The receivable from directors does not bear interest, is unsecured and is
repayable on demand.
5. DEBT:
The debt represents advances made to the Company by shareholders who,
individually, own less than 5% of the outstanding shares of the Company.
The advances do not bear interest, have no fixed terms of repayment, are
unsecured and are not pursuant to a written agreement.
6. CAPITAL STOCK:
(a) During the six months ended December 31, 2000 Columbus B.C. issued
143,046 (100,000 prior to the business combination) Class A common
shares in exchange for the ownership of a website and associated
domain names. The fair value of the shares issued, aggregating
$16,821, approximated the fair value of the assets acquired.
(b) During the six months ended December 31, 2000 Columbus B.C. issued
14,305 (10,000 prior to the business combination) Class A common
shares for stock subscriptions of $1,689 received prior to June 30,
2000.
(c) During the six months ended December 31, 2000 Columbus B.C. issued
812,214 (567,800 at Cdn $0.25 (US $0.17) prior to the business
combination) Class A common shares for aggregate cash proceeds of
$95,507
(d) During the six months ended December 31, 2000, Columbus B.C. issued
429,137 (300,000 prior to the business combination) Class A common
shares for services to be performed. The fair value of the shares
issued, aggregating $50,464, approximates the fair value of the
services to be received.
10
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
Six month period ended December 31, 2000
(Unaudited - prepared by Management)
$ United States
6. CAPITAL STOCK (CONTINUED):
(e) During the six months ended December 31, 2000, Columbus B.C. issued
3,000,000 (2,097,232 prior to the business combination) Class A common
shares for brokerage fees related to the business combination
described in note 3. The fair value of the shares issued, aggregating
$352,784, approximating the fair value of the brokerage services
received, has been recorded as a charge to capital stock.
7. SUBSEQUENT EVENTS:
(a) On January 25, 2001, the directors approved the issuance of 1,105,000
stock options to employees and directors. The stock options have an
exercise price of $0.25 per share, vest on April 25, 2001 and expire
on January 25, 2006.
(b) On February 2, 2001, the directors approved a private placement to
sell up to 3,000,000 units at $0.25 per unit. Each Unit consists of
one share of common stock and one warrant. Each two warrants entitles
the holder to purchase one share of Common stock at a price of $0.50
per share for a period of six months from the date of issuance.
As at February 7, 2001, 1,000,000 Units have been sold pursuant to
this private placement for aggregate proceeds of $250,000.
8. STATEMENT OF CASH FLOWS:
Cash flows from operating activities prepared under the indirect method are
as follows:
Six months ended
DECEMBER 31, 1999
Predecessor
Business
Period from (note 2 (a))
From Inception Six Months December 1, Period from
(March 3, 1999) ended 1999 to July 1, 1999 to
to December 31, December 31, December 31, December 31,
2000 2000 1999 1999
(Loss) net income $(683,197) $(442,006) $(16,686) $19,015
Non-cash item:
Amortization 20,738 15,044 303 1,071
Accounts receivable (8,448) (1,209) (20,151) 4,545
Prepaid expenses and deposits 10,017 15,842 (6,486) -
Accounts payable and accrued liabilities 28,337 (6,122) 11,346 (295)
Unearned revenue 63,034 37,919 13,285 (9,501)
---------- ---------- --------- --------
$(569,519) $(380,532) $(18,389) $14,835
========== ========== ========= ========
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Effective November 30, 2000, the Company and Columbus Networks Corporation, a
British Columbia company ("Columbus B.C."), executed their business combination
agreement. The Company issued 14,955,475 common shares to the shareholders of
Columbus B.C. in consideration for all of the issued and outstanding common
shares of Columbus B.C. on the basis of 1.4305 common shares of the Company for
each common share of Columbus B.C. The former shareholders of Columbus B.C.
obtained effective control of the Company through the share exchange. The
principal business activity of Columbus B.C. is developing electronic
recruitment websites including educationcanada.com, educationamerica.net and
globalesl.net.
The Company is currently engaged in a private placement of its common stock
pursuant to which the Company is offering for sale up to 3,000,000 units at
$0.25 per unit to raise up to $750,000 in gross proceeds. Each Unit consists of
one share of Common stock and one Common Stock Purchase Warrant. Each two Common
Stock Purchase Warrants are exercisable to purchase one share of Common stock at
a price of US $0.50 per share for six months from the date of issuance. The
proceeds are expected to be used for the Company's marketing efforts and working
capital needs.
RESULTS OF OPERATIONS
As a result of the business combination Columbus B.C. is considered the
continuing entity and consequently, the amounts included in the financial
statements prior to November 30, 2000 are those of Columbus B.C.
The Company's level of activity was much greater during the six months ended
December 31, 2000 as compared to the same period in the prior year primarily
because the Company has just begun operations on December 1, 1999.
During the past six months the company has focused its efforts on developing and
marketing its electronic recruitment websites including educationcanada.com,
educationamerica.net and globalesl.net. In September 2000 educationamerica.net
was launched and the Company has hired several marketing and customer service
staff to secure memberships to this website from school districts and related
education entities. The Company is offering the first year's membership free for
a limited time to quickly establish a base of job postings from school districts
and private employers and a base of resumes from educators. In early February
2001 globalesl.net will be launched.
During the six months ended December 31, 2000 the Company incurred a loss of
$442,006 due primarily to professional fees and aggressive marketing activities.
The costs related to the marketing activities are included in wages and benefits
($211,414) consulting ($26,064), conferences ($26,155) and travel ($24,813).
During the same period in 1999 very little activity occurred as operations did
not commence until December 1, 1999.
Fee revenue of $52,220 was earned in the six months ended December 31, 2000 and
a further $63,034 of unearned revenue will be recognized as revenue over the
next six months ended June 30, 2001.
12
FINANCIAL CONDITION
Since inception the Company has financed its operations through the sale of
equity, cash acquired in the business combination effective November 30, 2000
and membership fees received. Since inception the Company has raised $383,049,
net of share issuance costs from the sale of its common stock. Cash in the
amount of $362,632 was acquired in the business combination and $125,960 of
membership fees has been received since inception.
At December 31, 2000 the Company had a working capital deficiency of $174,910 as
compared to a working capital deficiency of $15,349 at June 30, 2000. The
increased deficiency is due primarily to the assumption of liabilities of
$191,055 in the business combination, most of which remains unpaid at December
31, 2000.
PLAN OF OPERATION
Of the current liabilities at December 31, 2000 $159,042 was for trade and other
obligations and $60,350 does not have a fixed date for repayment. The unearned
revenue of $63,034 represents membership fees received that pertain to the
period from January 1, 2001 to June 30, 2001.
At December 31, 2000 the Company had $28,912 cash on hand. Subsequent to
December 31, 2000 the Company raised a further $250,000 pursuant to a private
placement, the details of which are described above. It is expected that the
proceeds from the private placement will be used for continued marketing efforts
including development of new on-line resources /services for educators and
meeting working capital needs.
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES
During the quarter ended December 31, 2000, the registrant issued
14,955,475 (post-1-for-4 reverse split) shares of its common stock to
the shareholders of Columbus Networks Corporation, a British Columbia
corporation.
Also during the quarter ended December 31, 2000, the registrant sold
4,820,000 units of its securities for gross proceeds of $482,000, each
unit consisting of one (pre-1-for-4 reverse split) share of common
stock and one warrant.
The registrant relied upon the exemption from registration contained
in Rule 506 of the Securities Act of 1933, as there were no more than
35 non-accredited shareholders of Columbus. The persons to whom the
shares were issued were deemed to be sophisticated with respect to the
investment in the securities due to their financial condition and
involvement in the registrant's business. Restrictive legends were
placed on the stock certificates evidencing the shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On December 2, 2000, the registrant held a special meeting of its
shareholders at which the following matters were acted upon:
ABSTENTIONS
VOTES CAST AND BROKER
MATTER VOTES CAST FOR AGAINST NON-VOTES
Acquisition of
Columbus Networks
Corporation 10,512,977 0 0
Reverse stock split 10,512,977 0 0
Name change 10,512,977 0 0
ITEM 5. OTHER INFORMATION
Not Applicable.
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) EXHIBITS
REGULATION
S-B NUMBER DOCUMENT
2.1 Share Exchange Agreement dated October 30, 2000 (1)<F1>
3.1 Certificate of Amendment to Articles of Incorporation (2)<F2>
- ----------------------------
<FN>
<F1>
(1) Incorporated by reference to the registrant's definitive proxy statement
filed November 7, 2000.
<F2>
(2) Incorporated by reference to the exhibits filed with the Current Report on
Form 8-K, File No. 0-27953
</FN>
B) REPORTS ON FORM 8-K:
The registrant filed a report on Form 8-K, dated December 8, 2000,
reporting under Items 1, 2, and 5 the business combination with Columbus
Networks Corporation. The audited historical financial statements of Columbus
Networks Corporation were filed, together with pro forma financial information.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
COLUMBUS NETWORKS CORPORATION
(Registrant)
Date: February 14, 2001 By: /s/ SCOTT MCLEAN
------------------------------------
Scott McLean, Vice President and
Chief Financial Officer
15