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 July 31, 2001
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM
TO
------------------------------------ -----------------------------------
COMMISSION FILE NUMBER
CASTLE HILL ASSOCIATES, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-4118626
------------------------------- -------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
50 BROADWAY, SUITE 2300, NEW YORK, N.Y. 10004
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 785-6200
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act during the past 12 months
(or 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 [ ]
At September 15, 2001, there were issued and outstanding 1,000,000
shares of Common Stock.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
2
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
PAGE
----
Part I - Financial Information
Item 1. Financial Statements
Condensed Balance Sheets
July 31, 2001 (Unaudited) and April 30, 2001 2
Condensed Statements of Operations
Three Months Ended July 31, 2001 and 2000 and Period from April 11, 2000
(Date of Inception) to July 31, 2001 (Unaudited) 3
Condensed Statements of Changes in Stockholders' Deficiency
Three Months Ended July 31, 2001 and Period from April 11, 2000
(Date of Inception) to July 31, 2001 (Unaudited) 4
Condensed Statements of Cash Flows
Three Months Ended July 31, 2001 and 2000 and Period from April 11, 2000
(Date of Inception) to July 31, 2001 (Unaudited) 5
Notes to Condensed Financial Statements 6-8
Item 2. Management's Discussion and Analysis or Plan of Operation 9-11
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
3
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
JULY 31, 2001 AND APRIL 30, 2001
July 31, April 30,
2001 2001
--------- --------
(Unaudited) (Note 2)
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Liabilities - accounts payable $ 5,629 $ 1,666
-------- --------
Stockholders' deficiency:
Preferred stock, $.0001 par value; 20,000,000 shares
authorized; none issued -- --
Common stock, $.0001 par value; 100,000,000 shares
authorized; 1,000,000 issued and outstanding 100 100
Additional paid-in capital 54,142 54,142
Deficit accumulated during the development stage (59,871) (55,908)
-------- --------
Total stockholders' deficiency (5,629) (1,666)
-------- --------
Totals $ -- $ --
======== ========
See Notes to Condensed Financial Statements.
4
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JULY 31, 2001 AND 2000 AND PERIOD FROM APRIL 11, 2000
(DATE OF INCEPTION) TO JULY 31, 2001
(Unaudited)
Three Months
Ended July 31,
--------------------------
2001 2000 Cumulative
---------- ---------- ----------
General and administrative expenses $ 3,963 $ 2,078 $ 59,871
---------- ---------- ----------
Net loss $ (3,963) $ (2,078) $ (59,871)
========== ========== ==========
Basic net loss per common share $ -- $ -- $ (.06)
========== ========== ==========
Basic weighted average common shares outstanding
(as adjusted for a 1-for-4 reverse stock split
effective in January 2001 1,000,000 1,000,000 1,000,000
========== ========== ==========
See Notes to Condensed Financial Statements.
5
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
THREE MONTHS ENDED JULY 31, 2001 AND PERIOD FROM APRIL 11, 2000
(DATE OF INCEPTION) TO JULY 31, 2001
(Unaudited)
Deficit
Accumulated
Preferred Stock Common Stock Additional During the
------------------- ------------------- Paid-in Develop-
Shares Amount Shares Amount Capital ment Stage Total
--------- ----- --------- ------ ------- ---------- ---------
Balance, April 11, 2000 (date of
inception) -- $ -- -- $ -- $ -- $ -- $ --
Proceeds from issuance of common
stock (as adjusted for a 1-for-4
reverse stock split effective in
January 2001) 1,000,000 100 300 400
--------- ----- --------- ------ ------- ---------- ---------
Balance, April 30, 2000 -- -- 1,000,000 100 300 -- 400
Capital contribution 53,842 53,842
Net loss (55,908) (55,908)
--------- ----- --------- ------ ------- ---------- ---------
Balance, April 30, 2001 -- -- 1,000,000 100 54,142 (55,908) (1,666)
Net loss (3,963) (3,963)
--------- ----- --------- ------ ------- ---------- ---------
Balance, July 31, 2001 -- $ -- 1,000,000 $ 100 $54,142 $ (59,871) $ (5,629)
========= ===== ========= ====== ======= ========== =========
See Notes to Condensed Financial Statements.
6
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JULY 31, 2001 AND 2000 AND PERIOD FROM APRIL 11, 2000
(DATE OF INCEPTION) TO JULY 31, 2001
(Unaudited)
Three Months
Ended July 31,
----------------------
2001 2000 Cumulative
-------- -------- ----------
Operating activities:
Net loss $ (3,963) $ (2,078) $(59,871)
Expenses paid by stockholder 2,078 53,842
Accounts payable 3,963 5,629
-------- -------- --------
Net cash provided by (used in) operating activities -- -- (400)
Financing activities - proceeds from sale of common stock 400
-------- -------- --------
Net increase in cash -- -- --
Cash, beginning of period -- 400 --
-------- -------- --------
Cash, end of period $ -- $ 400 $ --
======== ======== ========
See Notes to Condensed Financial Statements.
7
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Operations and business risk factors:
Castle Hill Associates, Inc. (the "Company") was incorporated on April
11, 2000 to seek, investigate and, if such investigation warrants,
acquire an interest in a business entity which desires to seek the
perceived advantages of a corporation which has a class of securities
registered under the Securities Act of 1933. Generally, an issuer who
has registered securities under the Securities Act of 1933 becomes
subject to the periodic and annual reporting requirements of the
Securities Act of 1934 (and is often referred to as a "reporting
company"). The Company will not restrict its search to any specific
business industry or geographical location and the Company may
participate in a business venture of virtually any kind or nature.
Management anticipates that it will be able to participate in only one
potential business venture because the Company has nominal assets and
limited financial resources. This lack of diversification should be
considered a substantial risk to the stockholders of the Company
because it will not permit the Company to offset potential losses from
one venture against potential gains from another.
The Company may seek a business opportunity with entities which have
recently commenced operations, or that wish to utilize the public
marketplace in order to raise additional capital in order to expand
into new products or markets, develop a new product or service or for
other corporate purposes.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Management
believes (but has not conducted any research to confirm) that there are
business entities seeking the perceived benefits of a company having a
class of securities registered under the Securities Act of 1933. Such
perceived benefits may include facilitating or improving the terms on
which additional equity financing may be sought, providing liquidity
for incentive stock options or similar benefits to key employees,
increasing the opportunity to use securities for acquisitions,
providing liquidity for stockholders and other factors. Business
opportunities may be available in many different industries and at
various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.
The Company has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
The Company relies exclusively on its stockholders for liquidity and
will only be able to continue as a going concern with the financial
support of its stockholders. However, management believes the Company
will be able to offer owners of acquisition candidates the opportunity
to acquire a controlling ownership interest in a reporting company
without incurring the cost and time required to conduct an initial
public offering. Management has not conducted market research and is
not aware of statistical data to support the perceived benefits of a
business combination for the owners of a target company.
The Company had not conducted any commercial operations through July
31, 2001 and, accordingly, it was in the development stage as of that
date. Management does not expect the Company to generate any revenues
until such time that an acquisition of an operating company is
consummated, if ever.
8
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Note 2 - Unaudited interim financial statements:
The Company had not conducted any commercial operations through July
31, 2001 and, accordingly, it was in the development stage as of that
date. Management does not expect the Company to generate any revenues
until such time as an acquisition of an operating company is
consummated.
In the opinion of management, the accompanying unaudited condensed
financial statements reflect all adjustments, consisting of normal
recurring accruals, necessary to present fairly the financial position
of the Company as of July 31, 2001, and its results of operations and
cash flows for the three months ended July 31, 2001 and 2000 and
changes in stockholders' deficiency for the three months ended July 31,
2001 and the related cumulative amounts for period from April 11, 2000
(date of inception) to July 31, 2001. Information included in the
condensed balance sheet as of April 30, 2001 has been derived from, and
certain terms used herein are defined in, the audited financial
statements of the Company as of April 30, 2001 and for the year ended
April 30, 2001 and period from April 11, 2000 (date of inception) to
April 30, 2000 and period from April 11, 2000 (date of inception) to
April 30, 2001 (the "Audited Financial Statements") included in the
Company's annual report on Form 10-KSB that was previously filed with
the United States Securities and Exchange Commission (the "SEC").
Pursuant to the rules and regulations of the SEC, certain information
and disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United
States of America have been condensed or omitted from these condensed
financial statements unless significant changes have taken place since
the end of the most recent fiscal year. Accordingly, these unaudited
condensed financial statements should be read in conjunction with the
Audited Financial Statements and the other information also included in
the Form 10-KSB.
The results of operations for the three months ended July 31, 2001 are
not necessarily indicative of the results of operations for the full
year ending April 30, 2002.
Note 3 - Net earnings (loss) per share:
The Company presents basic earnings (loss) per share and, if
appropriate, diluted earnings per share in accordance with the
provisions of Statement of Financial Accounting Standards No. 128,
"Earnings per Share." Basic earnings (loss) per common share is
calculated by dividing net income or loss by the weighted average
number of common shares outstanding during the period. The calculation
of diluted earnings per common share is similar to that of basic
earnings per common share, except that the denominator is increased to
include the number of additional common shares that would have been
outstanding if all potentially dilutive common shares, such as those
issuable upon the exercise of stock options, were issued during the
period. Diluted per share amounts have not been presented in the
accompanying unaudited condensed statements of operations because the
Company did not have any potentially dilutive common shares outstanding
during the three months ended July 31, 2001 and 2000.
9
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 4 - Related party transactions:
The Company has entered into an agreement with Capital Advisory
Partners, LLC ("CAP") pursuant to which CAP will supervise the search
for potential target companies for a business combination. CAP owns
200,000 shares of the Company's common stock. The agreement will
continue until such time as the Company has consummated a business
combination. CAP has agreed to pay all expenses of the Company without
repayment until such time as a business combination is consummated. In
the three months ended July 31, 2000, CAP incurred expenses on behalf
of the Company totaling $2,078 (it did not incur any such expenses
during the three months ended July 31, 2001) and, accordingly, the
Company recorded a charge to operations and a contribution to capital
in that amount.
CAP has entered into agreements, and anticipates that it will enter
into other agreements, with other consultants to assist it in locating
a potential target company and CAP may share its stock in the Company
with, or grant options on such stock to, such referring consultants and
may make payment to such consultants from its own resources. There is
no minimum or maximum amount of stock, options or cash that CAP may
grant or pay to such consultants. CAP is solely responsible for the
costs and expenses of its activities in seeking a potential target
company, including any agreements with consultants, and the Company has
no obligation to pay any costs incurred or negotiated by CAP.
CAP anticipates that it may seek to locate a target company through
solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms,
accounting firms, investment bankers, financial advisors and similar
persons, the use of one or more World Wide Web sites and similar
methods. No estimate can be made as to the number of persons who may be
contacted or solicited. As of July 31, 2001, CAP had not made any
solicitations and did not anticipate that it would do so. CAP expects
to rely on consultants in the business and financial communities for
referrals of potential target companies.
Patricia A. Meding, who is the sole officer and director of the
Company, is the sole officer, director and controlling stockholder of
CAP.
* * *
10
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the condensed
financial statements and notes thereto appearing elsewhere in this report.
OVERVIEW
Castle Hill Associates, Inc. (the "Company") was incorporated on April
11, 2000 under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers and
acquisitions. The Company has been in the developmental stage since inception
and has no operations to date other than issuing shares to its original
shareholders.
The Company will attempt to locate and negotiate with a business entity
for the combination of that target company with the Company. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended.
The Company has been formed to provide a method for a foreign or
domestic private company to become a reporting ("public") company with a class
of registered securities. The proposed business activities described herein
classify the Company as a "blank check" company.
PLAN OF OPERATION
The Company is a blank check company whose plan of operation over the
next twelve months is to seek and, if possible, acquire an operating business or
valuable assets by entering into a business combination. The Company will not be
restricted in its search for business combination candidates to any particular
geographical area, industry or industry segment, and may enter into a
combination with a private business engaged in any line of business, including
service, finance, mining, manufacturing, real estate, oil and gas, distribution,
transportation, medical, communications, high technology, biotechnology or any
other. Management's discretion is, as a practical matter, unlimited in the
selection of a combination candidate. Management of the Company will seek
combination candidates in the United States and other countries, as available
time and resources permit, through existing associations and by word of mouth.
This plan of operation has been adopted in order to attempt to create value for
the Company's shareholders. For further information on the Company's plan of
operation and business, please consult the Company's registration statement on
Form 10SB-12G available on the EDGAR system of the U.S. Securities and Exchange
Commission.
The Company does not intend to do any product research or development.
The Company does not expect to buy or sell any real estate, plant or equipment
except as such a purchase might occur by way of a business combination that is
structured as an asset purchase, and no such asset purchase currently is
anticipated. Similarly, the Company does not expect to add additional employees
or any full-time employees except as a result of completing a business
combination, and any such employees likely will be persons already then employed
by the company acquired.
The Company has entered into an agreement with Capital Advisory
Partners, LLC, a shareholder of the Company, to supervise the search for target
companies as potential candidates for a business combination. The agreement will
continue until such time as the Company has effected a business combination.
Capital Advisory Partners, LLC has agreed to pay all expenses of the Company
without repayment until such time as a business combination is effected.
Patricia A. Meding, who is the sole officer and director of the Company, is the
sole officer and director and controlling shareholder of Capital Advisory
Partners, LLC.
11
The Company has engaged in negotiations with Wirelution, Inc.,
("Wirelution") a Canadian corporation, regarding the possibility of a business
combination with the Company. Wirelution is in the business of providing
applications and services for wireless mobile appliances. Although the Company
believes they will be able to enter into a business combination with Wirelution,
there can be no assurance that such an agreement will be entered into.
Capital Advisory Partners, LLC may only locate potential target
companies for the Company and is not authorized to enter into any agreement with
a potential target company binding the Company. The Company's agreement with
Capital Advisory Partners, LLC is not exclusive and Capital Advisory Partners,
LLC has entered into agreements with other companies similar to the Company on
similar terms. Capital Advisory Partners, LLC may provide assistance to target
companies incident to and following a business combination, and receive payment
for such assistance from target companies.
Capital Advisory Partners, LLC anticipates that it may seek to locate a
target company through solicitation. Such solicitation may include newspaper or
magazine advertisements, mailings and other distributions to law firms,
accounting firms, investment bankers, financial advisors and similar persons,
the use of one or more World Wide Web sites and similar methods. No estimate can
be made as to the number of persons who may be contacted or solicited. To date
Capital Advisory Partners, LLC has not made any solicitations, does not
anticipate that it will do so, and expects to rely on referrals from consultants
in the business and financial communities for referrals of potential target
companies.
COMPETITION. The Company will be in direct competition with many
entities in its efforts to locate suitable business opportunities. Included in
the competition will be business development companies, venture capital
partnerships and corporations, small business investment companies, venture
capital affiliates of industrial and financial companies, broker-dealers and
investment bankers, management and management consultant firms and private
individual investors. Most of these entities will possess greater financial
resources and will be able to assume greater risks than those which the Company,
with its limited capital, could consider. Many of these competing entities will
also possess significantly greater experience and contacts than the Company's
Management. Moreover, the Company also will be competing with numerous other
blank check companies for such opportunities.
EMPLOYEES. The Company has no employees nor are there any other persons
other than Ms. Meding who devote any time to its affairs. It is not expected
that the Company will have employees except as a result of completing a
combination.
RESULTS OF OPERATIONS
During the three months ended July 31, 2001, the Company incurred a net
loss of $3,963, an increase of $1,885(90.71%) from a net loss of $2,078 for the
three months ended July 31, 2000. This was due to general and administrative
expenses, including professional fees, incurred by the Company in connection
with its formation, the filing of a registration statement on Form 10-SB and
other Filings under the Securities Exchange Act of 1934 (the "Exchange Act").
The Company paid no rent or salaries and had no other operations during the
aforementioned periods or since inception.
LIQUIDITY and CAPITAL RESOURCES
The Company had no cash on hand at the end of the fiscal year and had
no other assets to meet ongoing expenses or debts that may accumulate. Since
inception, the Company has accumulated a deficit (net loss) of $59,871.
The Company has no commitment for any capital expenditure and foresees
none. However, the Company will incur routine fees and expenses incident to its
reporting duties as a public company, and it will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an acquisition. The
12
Company's cash requirements for the next twelve months are relatively modest,
principally accounting expenses and other expenses relating to making filings
required under the Exchange Act, which should not exceed $10,000 in the next
twelve months. Any travel, lodging or other expenses which may arise related to
finding, investigating and attempting to complete a combination with one or more
potential acquisitions could also amount to thousands of dollars.
The Company will only be able to pay its future debts and meet
operating expenses by raising additional funds, acquiring a profitable company
or otherwise generating positive cash flow. As a practical matter, the Company
is unlikely to generate positive cash flow by any means other than acquiring a
company with such cash flow. Capital Advisory Partners, LLC has agreed to pay
all expenses of the Company without repayment until such times as a business
combination is effected. However, it is not certain that Capital Advisory
Partners, LLC will be financially able to do so. The Company has no intention of
borrowing money to reimburse or pay salaries to any officer, director or
shareholder of the Company or their affiliates. There currently are no plans to
sell additional securities of the Company to raise capital, although sales of
securities may be necessary to obtain needed funds. The Securities and Exchange
Commission and certain states have enacted statutes, rules and regulations
limiting the sale of securities of blank check companies. The Company does not
plan to issue or sell any shares or take any efforts to cause a market to
develop in the Company's securities until such time as the Company has
successfully implemented its business plan and it is no longer classified as a
blank check company.
Should Capital Advisory Partners, LLC or other shareholders refuse to
advance needed funds, however, the Company would be forced to turn to outside
parties to either loan money to the Company or buy the Company's securities.
There is no assurance that the Company will be able to raise necessary funds
from outside sources. Such a lack of funds could result in severe consequences
to the Company, including among others:
(1) failure to make timely filings with the SEC as required by
the Exchange Act;
(2) curtailing or eliminating the Company's ability to locate
and perform suitable investigations of potential acquisitions; or
(3) inability to complete a desirable acquisition due to lack of funds
to pay legal and accounting fees and acquisition-related expenses.
The Company hopes to require potential candidate companies to deposit
funds with the Company that it can use to defray professional fees and travel,
lodging and other due diligence expenses incurred by the Company's management
related to finding and investigating a candidate company and negotiating and
consummating a business combination. There is no assurance that any potential
candidate will agree to make such a deposit.
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in the section captioned Management's Discussion and
Analysis of Financial Condition and Results of Operations which are not
historical are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the
Company's present expectations or beliefs concerning future events. The Company
cautions that such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.
13
PART II
OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITIES
Effective January 11, 2001 , the Company's common stock was subjected
to a one-for-four reverse stock split. As a result, every four shares of common
stock that was outstanding was combined into one new share of common stock. No
change in the $.0001 par value resulted from the reverse stock split.
ITEM 3 - DEFAULT IN SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits in this Form 10-QSB, and are
incorporated herein by this reference.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the period
covered by this Form 10-QSB.
14
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, this 19th day of September, 2001.
CASTLE HILL ASSOCIATES, INC.
By: /s/ Patricia Meding
--------------------
Patricia Meding
President
INDEX TO EXHIBITS
Exhibits
Number Description of Document
------ -----------------------
3.1 Certificate of Incorporation dated April 11, 2000(1)
3.2 Certificate of Amendment to Certificate of Incorporation(2)
3.3 Bylaws(1)
3.4 Amendment No. 1 to the By-Laws(1)
10.1 Agreement with Capital Advisory Partners, LLC(1)
10.2 Lock up agreements(1)
----------
(1) Filed as part of the Company's Registration Statement on Form 10-SB, filed
May 17, 2000.
(2) Filed as part of the Company's Quarterly Report on Form 10-QSB for the
quarterly period ended January 31, 2001.