SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: December 12, 2001
---------------------------------
(Date of earliest event reported)
COLUMBIALUM, LTD.
-----------------------------------------------------
Exact name of registrant as specified in its charter
Nevada 0-29485 33-0850639
- ------------------------------- --------------------- -----------------
State of other jurisdiction of Commission File No. I.R.S. Employer
incorporation or organization ID No.
310 E. Harrison, Tampa, Florida 33602
-------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (813) 968-9444
N/A
-----------------------------------------------------------
(Former name or former address if changed since last report)
Item 1. CHANGES IN CONTROL OF THE REGISTRANT
On December 12, 2001, as a direct result of the transactions referred
to in Item 2 hereof and the issuance of convertible debentures, Charles Lincoln,
R. Gale Porter and Cristino L. Perez became "control persons" of the Registrant
as that term is defined in the Securities Act of 1933, as amended. This resulted
from the issuance of an aggregate of 1,500,000 shares of the Registrant's Common
Stock (approximately 60% of the total issued and outstanding shares) to the
shareholders of Integra Staffing, Inc. ("Integra"). Additionally, Mr. Rene
Morissette will resign his respective positions as an officer and director of
the Registrant. Charles Lincoln, R. Gale Porter, and Cristino L. Perez were
appointed in his place and stead. Mr. Charles Lincoln was also appointed CEO,
Mr. R. Gale Porter was also appointed President and COO, and Mr. Cristino L.
Perez was also appointed CFO, Secretary and Treasurer of the Registrant. Each of
such appointments is subject to compliance with the notice requirements of Rule
14f-1 under the Securities Exchange Act of 1934 ("Rule 14f-1").
Integra's shareholders own approximately 60% of the outstanding Common
Stock and are able to elect new directors and officers either at a meeting of
shareholders or by written consent.
Management of the Company, prior to the effective date of such
appointments (collectively referred to as "Prior Management") is set forth
below:
Name Position
---- --------
Rene Morissette President, Treasurer, Secretary
and Sole Director
The following individuals (collectively referred to as "New
Management") will assume the positions set forth next to their names on the 10th
day following the mailing of the Information Statement required by Rule 14f-1:
Name Age Position
---- --- --------
Charles Lincoln 56 CEO, Chairman and Director
R. Gale Porter 67 President, COO and Director
Cristino L. Perez 57 CFO, Secretary, Treasurer, and Director
Charles Lincoln - CEO, Chairman and Director
As of the closing of the Acquisition, Charles Lincoln will be elected Chief
Executive Officer and Director of Columbialum, Ltd. Mr. Lincoln has served as
Chief Executive Officer and Director of Integra since October 2001. Mr. Lincoln
has also served since January 1992 as President of Esprit Business Services,
Inc., a company providing a broad array of human resource staffing services.
From 1982 to 1991, Mr. Lincoln served as co-founder and vice-president of
Today's Business Services, Inc., a Dallas Texas based temporary help firm
developed from one to 37 offices and $47 millions in revenues.
2
R. Gale Porter - President, COO and a Director
As of the closing of the Acquisition, R. Gale Porter will be elected President
and Director of Columbialum, Ltd. Mr. Porter has served as President and
Director of Integra since October 2001. Prior to his association with Integra,
Mr. Porter served from March 1996 to September 2000 as President and Director of
AllTrades Direct, Inc., and predecessors, a company specializing in temporary
employment services for the construction industry. AllTrades Direct developed
from one to 50 offices with revenues of $1 million per month prior to its sale
in September 2000. Mr. Porter earned a BA degree in Economics from Florida State
University.
Cristino L. Perez - Chief Financial Officer, Secretary, Treasurer, and Director
As of the closing of the Acquisition, Cristino L. Perez will be elected Chief
Financial Officer, Secretary, Treasurer and Director of Columbialum, Ltd. Mr.
Perez served as Secretary, Treasurer and Director of Integra since October 2001.
Since October 1999, Mr. Perez has been employed with Baumann, Raymondo &
Company, P.A., Certified Public Accountants with primary responsibilities for
development of accounting and auditing services to small publicly held
enterprises. From 1993 to 1999, Mr. Perez operated his own tax and accounting
service, with concentration of services to small publicly held companies. Mr.
Perez earned a BA degree in Accounting from the University of South Florida.
3
Item 2. ACQUISITION AND DISPOSITION OF ASSETS
On November 23, 2001, the Company entered into a Securities Exchange
Agreement (the "Securities Exchange Agreement") to acquire (the "Acquisition")
100% of the issued and outstanding common stock of Integra for an aggregate of
1,500,000 shares of Common Stock of the Company. The Acquisition closed on
December 12, 2001. Pursuant to the Securities Exchange Agreement, the Company
issued 1,500,000 shares of common stock to the Integra shareholders.
The above described transaction was intended to qualify as a tax-free
reorganization, within the meaning of Section 368 of the Internal Revenue Code
of 1986, as amended.
Integra Staffing, Inc., ("Integra") a Florida corporation organized on
August 16, 1999 for the purpose of establishing and operating temporary
employment offices and to expand its operations by establishing additional
offices or by the acquisition of other temporary employment firms. Currently,
Integra presently operates one office in Tampa, Florida and has another office
under lease in an effort to expand its operations.
Integra is a full service temporary and permanent placement services
company with emphasis in the office administrative, skilled trades, and network
support marketplace. Integra's goal has been to become a nationally recognized
full service provider of staffing solutions to meet the staffing needs of its
clients, with strong presence in major metropolitan areas to achieve low cost,
efficient structures.
Integra's growth strategy has been to acquire other companies or
offices of major companies in the staffing industry that complement Integra's
business plan, in order to offer its clients a comprehensive range of staffing
solutions under a common brand name. The corporate management team of Integra
has extensive experience in identifying possible acquisition and integrating
acquisitions into one brand name. Integra's plans have been to centralize
management structure of the different entities in order to reduce overhead costs
and maximize efficiency.
The foregoing description of the transactions is qualified in its
entirety to the full text of the Securities Exchange Agreement.
4
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of businesses acquired:
Integra Staffing, Inc.
PAGE
INDEPENDENT AUDITOR'S REPORT F-1
FINANCIAL STATEMENTS -
Balance sheets as of December 31, 2000 and 1999, and for
the nine months ended September 30, 2001 (unaudited) F-2
Statements of operations for the year ended
December 31, 2000 and for the period from inception,
August 16, 1999 to December 31, 1999, and for the nine
months ended September 30, 2001 (unaudited) F-3
Statements of cash flows for the year ended
December 31, 2000 and for the period from inception,
August 16, 1999 to December 31, 1999, and for the nine
months ended September 30, 2001 (unaudited) F-4
Statements of stockholders' equity for the period from
inception, August 16, 1999 through December 31, 2000,
and for the nine months ended September 30, 2001
(unaudited) F-5
NOTES TO FINANCIAL STATEMENTS F-6 to F-9
(b) Pro Forma Financial
Unaudited pro forma condensed combined balance sheet at
December 30, 2000, and September 30, 2001 F-10 & F-11
Unaudited pro forma condensed statement of operations
for the year ended December 31, 2001 and for the nine
months ended September 30, 2001. F-12 & F-13
Unaudited pro forma condensed combined statements of
stockholders' equity for the year ended December 31,
2001 and for the nine months ended September 30, 2001. F-14
Notes to unaudited pro forma condensed combined
financial statements F-15 to F-16
5
(c) Exhibits
Exhibit 2.1 Securities Exchange Agreement dated
November 23, 2001 between Columbialum, Ltd.
and the shareholders of Integra Staffing,
Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COLUMBIALUM, LTD.
By: /s/ Rene Morissette
--------------------------
Rene Morissette, President
Dated: January 9, 2002
6
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Integra Staffing, Inc.
Tampa, Florida
I have audited the accompanying balance sheets of Integra Staffing, Inc., as of
December 31, 2000 and 1999, and the related statements of operations, cash flows
and stockholders' equity for the year ended December 31, 2000, and period from
inception, August 16, 1999 to December 31, 1999. These financial statements are
the responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on our audit.
I conducted the audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Integra Staffing, Inc. at December
31, 2000 and 1999, and the result of its operations and its cash flows for the
year ended December 31, 2000 and for the period from inception, August 16, 1999
to December 31, 1999 in conformity with accounting principles generally accepted
in the United States of America.
/s/ TIMOTHY M. GRIFFITHS, C.P.A.
TIMOTHY M. GRIFFITHS, CPA
Tampa, Florida
October 18, 2001
F-1
INTEGRA STAFFING, INC.
BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
ASSETS (Unaudited)
2000 1999 2001
----------------- ---------------- -----------------
CURRENT ASSETS
Cash $ 19,697 $ 197 $ 5,810
Accounts receivable 58,051 - 60,731
Prepaid and other assets 2,616 532 1,226
----------------- ---------------- -----------------
Total current assets 80,364 729 67,767
----------------- ---------------- -----------------
PROPERTY AND EQUIPMENT
Property and equipment 11,736 9,524 17,494
Less: Accumulated depreciation 3,729 625 5,985
----------------- ---------------- -----------------
Net property and equipment 8,007 8,899 11,509
----------------- ---------------- -----------------
TOTAL ASSETS $ 88,371 $ 9,628 $ 79,276
================= ================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 6,530 $ - $ 15,366
----------------- ---------------- -----------------
Accrued payroll taxes 66,630 642 29,262
Accrued salaries 9,985 100 9,062
Related party loans - 19,321 99,300
Customer deposits 8,558 - 8,558
Other current liabilities 1,924 3206 800
----------------- ---------------- -----------------
Total current liabilities 93,627 23,269 162,348
----------------- ---------------- -----------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.01 par value, 1,000 shares authorized,
issued and outstanding: 2000 - 100 shares; 1999 - 750
shares; September 30, 2001 - 290 shares 1 8 9
Paid-in capital 107,499 - 209,933
Retained earnings (deficit) (112,756) (13,649) (293,014)
----------------- ---------------- -----------------
Total stockholders' equity (deficit) (5,256) (13,641) (83,072)
----------------- ---------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 88,371 $ 9,628 $ 79,276
================= ================ =================
Read report of independent certified
public accountant. The accompanying notes are an
integral part of these financial statements.
F-2
INTEGRA STAFFING, INC.
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000 AND
FOR THE PERIOD FROM AUGUST 16, 1999 (INCEPTION) TO DECEMBER 31, 1999
(Unaudited)
Nine Months
Ended
September 30,
2000 1999 2001
------------------- ----------------- ---------------------
REVENUES $ 556,267 $ - $ 420,961
------------------- ----------------- ---------------------
COST OF REVENUES
Temporary payroll 309,089 - 276,742
Payroll taxes 32,187 - 30,656
Workers compensation insurance 2,173 - 4,915
Other costs 234 - 1,339
------------------- ----------------- ---------------------
Total cost of revenues 343,683 - 313,652
------------------- ----------------- ---------------------
GROSS MARGIN 212,584 - 107,309
------------------- ----------------- ---------------------
OPERATING EXPENSES
Legal & professional fees 6,894 1,015 5,922
Advertising/Promotion 32,504 - 14,587
Salaries and benefits 187,715 5,200 142,568
Payroll taxes 16,015 - 13,282
Rent & leases 19,727 - 19,294
Administrative expenses 48,791 7,415 64,086
------------------- ----------------- ---------------------
Total operating expenses 311,646 13,630 259,739
------------------- ----------------- ---------------------
LOSS FROM OPERATIONS (99,062) (13,630) (152,430)
------------------- ----------------- ---------------------
OTHER INCOME (EXPENSES)
Interest and other income 181 34 58
Interest expense (226) (53) (27,886)
------------------- ----------------- ---------------------
Net other income (expenses) (45) (19) (27,828)
------------------- ----------------- ---------------------
NET INCOME (LOSS) $ (99,107) $ (13,649) $ (180,258)
=================== ================= =====================
Report of independent certified public
accountant. The accompanying notes are an integral
part of these financial statements.
F-3
INTEGRA STAFFING, INC.
STATEMENTS OF CASH FLOWS
FOR YEAR ENDED DECEMBER 31, 2000 AND
FOR THE PERIOD FROM AUGUST 16, 1999 (INCEPTION) TO DECEMBER 31, 1999
(Unaudited)
Nine Months
Ended
September 30,
2000 1999 2001
------------------- ---------------- ---------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (99,107) $ (13,649) $ (180,258)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation 3,104 625 2,256
Allowance for bad debt 1,800 - -
Decrease (increase) in current assets:
Accounts receivable (59,851) - (2,680)
Prepaid and other assets (2,084) (532) 1,390
Increase (decrease) in current liabilities:
Accounts payable 6,530 642 8,836
Payroll tax accruals 65,988 100 (37,368)
Salary accrual 9885 - (923)
Customer deposits 8,558 - -
Other current liabilities (1,282) 3,206 (1,124)
------------------- ---------------- ---------------------
Total adjustments 32,648 4,043 (29,613)
------------------- ---------------- ---------------------
Net cash (used) by operating activities (66,459) (9,608) (209,871)
------------------- ---------------- ---------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (2,212) (9,524) (5,758)
------------------- ---------------- ---------------------
Net cash (used) by investing activities (2,212) (9,524) (5,758)
------------------- ---------------- ---------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of capital stock, net of redemption 74,992 8 99,950
Loan from stockholder, net (19,321) 19,321 99,300
Capital contribution 32,500 - 2,492
------------------- ---------------- ---------------------
Net cash provided by financing activities 88,171 19,329 201,742
------------------- ---------------- ---------------------
NET INCREASE (DECREASE) IN CASH 19,500 197 (13,887)
CASH, BEGINNING OF PERIOD 197 - 19,697
------------------- ---------------- ---------------------
CASH, END OF PERIOD $ 19,697 $ 197 $ 5,810
=================== ================ =====================
Read report of independent certified
public accountant. The accompanying notes are an
integral part of these financial statements.
F-4
INTEGRA STAFFING, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
COMMON STOCK PAID-IN RETAINED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
--------------- -------------- --------------- ----------------- ---------------
BALANCE, AUGUST 16, 1999 (INCEPTION) - $ - $ - $ - $ -
Sale of stock for cash 1,000 10 90 - 100
Redemption of stock (250) (2) (90) - (92)
Net loss during period - - - (13,649) (13,649)
--------------- -------------- --------------- ----------------- ---------------
BALANCE, DECEMBER 31, 1999 750 8 - (13,649) (13,641)
Sale of stock for cash 250 2 24,998 - 25,000
Effect of 1 for 10 reverse
stock split (990) (10) 2 - (8)
Sale of stock for cash 90 1 49,999 - 50,000
Capital contributions - - 32,500 - 32,500
Net loss for the year - - - (99,107) (99,107)
--------------- -------------- --------------- ----------------- ---------------
BALANCE, DECEMBER 31, 2000 100 1 107,499 (112,756) (5,256)
Capital contributions - - 2,492 - 2,492
Sale of stock for cash 900 9 21,341 - 21,350
Effect of 1 for 25 reverse
stock split (860) (9) 9 - -
--------------- -------------- --------------- ----------------- ---------------
40 1 131,332 (112,756) 18,586
Sale of stock for cash 250 2 78,598 - 78,600
Net loss during period - - - (180,258) (180,258)
--------------- -------------- --------------- ----------------- ---------------
BALANCE, SEPT. 30, 2001 (UNAUDITED) 290 $ 3 $ 209,939 $ (293,014) $ (83,072)
=============== ============== =============== ================= ===============
Read report of independent certified
public accountant. The accompanying notes are an
integral part of these financial statements.
F-5
INTEGRA STAFFING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Integra Staffing, Inc., a Florida corporation organized on August 16, 1999,
("Integra") for the purpose of establishing and operating a temporary employment
agency and to expand its operations by establishing additional offices or
acquisition of other temporary employment firms.
Integra's strategy has been to provide, efficient and affordable solutions to
the its customers' employment and labor force needs.
Cash and Cash Equivalents
For purposes of the statement of cash flows, Integra considers amounts held by
financial institutions and short-term investments with an original maturity of
90 days or less to be cash and cash equivalents.
Accounts Receivable
Integra extends credit to its customers in the normal course of business and
performs ongoing credit evaluations of its customers, maintaining allowances for
potential credit losses which, when realized, have been within management's
expectations. Integra's bad debt expense for the years ended December 31, 2000
and 1999 were $2,579 and $0 respectively.
Organization Costs
Organization costs, consisting of legal expenses relating the Integra's
organization were expensed as incurred.
Property and Equipment
Property and equipment are recorded at historical cost and include expenditures,
which substantially increase the useful lives of existing property, plant and
equipment. Maintenance and repairs are charged to operations when incurred.
Depreciation of property and equipment is computed primarily using the
straight-line method based on estimated useful lives (furniture and office
equipment, 5 to 10 years). Depreciation for income tax purposes is computed
principally using accelerated cost recovery methods and lives.
Advertising Costs
Advertising costs, except for costs associated with direct-response advertising,
are charged to operations when incurred. The costs of direct-response
advertising are capitalized and amortized over the period during which future
benefits are expected to be received.
Read report of independent certified public accountant.
F-6
INTEGRA STAFFING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Income Taxes
Integra, with the consent of its shareholders, has elected under the Internal
Revenue Code to be an S corporation. In lieu of corporation income taxes, the
shareholders of an S corporation are taxed on their proportionate share of
Integra's taxable income or loss. Therefore, no provision or liability for
federal income taxes has been included in these financial statements.
Concentration of Credit Risk
Financial instruments, which potentially expose Integra to concentrations of
credit risk, as defined by FASB Statement No. 105, Disclosure of Information
about Financial Instruments with Off-Balance Sheet Risk and Financial
Instruments with Concentration of Credit Risk, consist principally of contract
receivable.
Integra is exposed to credit risk relating to the collection on its accounts
receivable. To minimize the risk of Integra performs credit evaluations on its
customers.
Financial Instruments
Integra estimates that the fair value of all financial instruments at December
31, 2000 and 1999 do not differ materially from the aggregate carrying values of
its financial instruments recorded in the accompanying balance sheet.
Comprehensive Income
Integra has adopted Statement of Financial Accounting Standards (SFAS) No. 130,
"Reporting Comprehensive Income", which established standards for reporting and
display of comprehensive income and its components in the financial statements.
Besides net income, SFAS No. 130 requires the reporting of other comprehensive
income, defined as revenues, expenses, gains and losses that under generally
accepted accounting principles are not included in net income. As at December
31, 2000, Integra had no items of other comprehensive income and as a result, no
additional disclosure is included in the financial statements
Accounting Method
Integra's financial statements are prepared using the accrual method of
accounting.
Read report of independent certified public accountant.
F-7
INTEGRA STAFFING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fiscal Year
Integra has elected December 31 as its fiscal year end.
NOTE B - LOAN FROM SHAREHOLDERS
For the year ended December 31, 1999, Integra received loans from officers and
stockholders evidenced by interest bearing master promissory notes totaling
$19,321, which remained outstanding at the end of the year.
During the year ended December 31, 2000, Integra received loans from officers
and stockholders amounting to $105,650. Of these loans, $32,500 were contributed
to Integra as paid in capital, and $75,000 of these loans were used to purchase
an additional 340 shares of the $0.01 par value common stock of Integra. .
NOTE C - STOCK ISSUANCES
On August 16, 1999, 1,000 shares of Integra's $0.01 par value common stock were
issued to Frank Hartman in exchange for $100 in cash. On November 1, 1999, Mr.
Hartman gifted 750 shares of his shares and the remaining 250 shares were
redeemed by Integra and cancelled.
On April 1, 2000, 250 shares of Integra's $0.01 par value common stock were
issued to the William A. Brown Family Trust in exchange for $25,000 in cash.
On April 15, 2000, Integra authorized a 1 to 100 reverse stock split of its
$0.01 par value common stock.
On April 15, 2000, an additional 90 shares of Integra's $0.01 par value common
stock was issued William A. Brown Family Trust in exchange for $50,000 in cash.
NOTE D - COMMITMENTS AND CONTINGENCIES
Integra currently leases office space on 3 year lease arrangement through
October 31, 2003, at the current rate of approximately $1,618 per month. The
lease includes an escalation clause and allocation of common maintenance costs.
In addition, Integra assumed a lease on office space on a 3-year lease through
August 31, 2003, at the current rate of $700 per month.
The future minimum lease payments due on these leases is as follows: 2001 --
$29,826; 2002 -- $27,668 and; 2003 -- $ 5,944.
Read report of independent certified public accountant.
F-8
INTEGRA STAFFING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE E - RELATED PARTY TRANSACTIONS
During the years ended December 31, 2000 and 1999, the officers and stockholders
made loans to Integra $67,500 and $19,321 respectfully. These loans were
evidenced by master promissory notes with interest at the rate of 8% per annum.
During the year ended December 31, 2000, the officers and stockholders converted
$50,000 of loans into additional shares of Integra's $0.01 par value common
stock and in connection thereto have waived accrued interest on these notes. At
December 31, 2000 and 1999 no liability exists to the officers and stockholders.
During the year ended December 31, 2000, the officers and stockholders
contributed $15,000 of their loans to Integra and recorded as additional paid-in
capital.
NOTE F - CASH FLOW SUPPLEMENTAL INFORMATION
Cash paid for interest during the years ended December 31, 2000 and 1999
amounted to $226 and $53 respectively.
NOTE G - SUBSEQUENT EVENTS (UNAUDITED)
Stock Issuances
On September 30, 2001, Integra issued Frank Hartman 900 (36 shares after the
reverse stock split) shares of Integra's $0.01 par value common stock in
exchange for $21,350 in cash and immediately thereafter authorized a 1 for 25
reverse stock split. Subsequent to the reverse stock split, Integra issued
William A. Brown Family Trust 250 shares of its $0.01 par value common stock in
exchange for $78,600 in cash.
On October 18, 2001, Integra issued R, Gale Porter 350 shares of Integra's $0.01
par value common stock in exchange for $28,000 in cash, and 50 shares of its
$0.01 par value common stock to Charles Lincoln in exchange for $5,000 in cash.
Loans from Shareholders:
During the nine months ended September 30, 2001, additional loans totaling
$99,950 were made to Integra, and at September 30, 2001 the full amount was used
to purchase an additional 750 shares of the $0.01 common stock of Integra.
Read report of independent certified public accountant.
F-9
COLUMBIALUM, LTD., AND
INTEGRA STAFFING, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AT DECEMBER 31, 2000
Pro forma
Columbialum Ltd. Integra Pro forma Condensed
Staffing Adjustments Combined
ASSETS ----------------- --------------- ---------------- ----------------
CURRENT ASSETS
Cash $ - $ 19,697 $ - $ 19,697
Accounts & note receivable - 58,051 - 58,051
Prepaid expenses - 2,616 - 2,616
----------------- --------------- ---------------- ----------------
Total current assets - 80,364 - 80,364
----------------- --------------- ---------------- ----------------
FURNITURE AND FIXTURES, net - 8,007 - 8,007
----------------- --------------- ---------------- ----------------
TOTAL ASSETS $ - $ 88,371 $ - $ 88,371
================= =============== ================ ================
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued
expenses, others $ - $ 85,069 $ - $ 85,069
Customer deposit - 8,558 - 8,558
Related party loan 4,125 - - -
----------------- --------------- ---------------- ----------------
Total current liabilities 4,125 93,627 - 93,627
----------------- --------------- ---------------- ----------------
STOCKHOLDERS' (DEFICIT)
Common stock 1,000 1 a (1) 2,500
b 1,500
Additional paid-in capital - 107,499 a 1 100,875
b (1,500)
c (5,125)
Retained deficit (5,125) (112,756) c 5,125 (112,756)
----------------- --------------- ---------------- ----------------
Total stockholders' (deficit) (4,125) (5,256) - (9,381)
----------------- --------------- ---------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ 88,371 $ - $ 88,371
================= =============== ================ ================
The accompanying notes to unaudited pro forma condensed financial
statements are an integral part of these financial statements.
F-10
COLUMBIALUM, LTD., AND
INTEGRA STAFFING, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AT SEPTEMBER 30, 2001
Pro forma
Integra Pro forma Condensed
Columbialum Ltd. Staffing Adjustments Combined
----------------- --------------- ---------------- ----------------
ASSETS
CURRENT ASSETS
Cash $ - $ 5,810 $ - $ 5,810
Accounts & note receivable - 60,731 - 60,731
Prepaid expenses - 1,226 - 1,226
----------------- --------------- ---------------- ----------------
Total current assets - 67,767 - 67,767
----------------- --------------- ---------------- ----------------
FURNITURE AND FIXTURES, net - 11,509 - 11,509
----------------- --------------- ---------------- ----------------
TOTAL ASSETS $ - $ 79,276 $ - $ 79,276
================= =============== ================ ================
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued
expenses, others $ - $ 63,048 $ - $ 63,048
Related party loan - 99,300 - 99,300
----------------- --------------- ---------------- ----------------
Total current liabilities - 162,348 - 162,348
----------------- --------------- ---------------- ----------------
STOCKHOLDERS' (DEFICIT)
Common stock a
1,000 9 a (9) 2,500
b 1,500
Additional paid-in capital 6,400 209,933 a 9 207,442
b (1,500)
c (7,400)
Retained deficit (7,400) (293,014) c 7,400 (293,014)
----------------- --------------- ---------------- ----------------
Total stockholders' (deficit) - (83,072) - (83,072)
----------------- --------------- ---------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ 79,276 $ - $ 79,276
================= =============== ================ ================
The accompanying notes to unaudited pro forma condensed financial
statements are an integral part of these financial statements.
F-11
COLUMBIALUM, LTD. AND
INTEGRA STAFFING, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
Pro forma
Integra Pro forma Condensed
Columbialum Ltd. Staffing Adjustments Combined
------------------ ---------------- ------------------- -----------------
REVENUES $ - $ 556,267 $ - $ 556,267
COST OF GOODS SOLD - 343,683 - 343,683
------------------ ---------------- ------------------- -----------------
GROSS PROFIT - 212,584 - 212,584
OPERATING EXPENSES 3,605 311,646 - 315,251
------------------ ---------------- ------------------- -----------------
LOSS BEFORE OTHER INCOME (EXPENSES) (3,605) (99,062) - (102,667)
------------------ ---------------- ------------------- -----------------
OTHER INCOME (EXPENSE)
Interest and other income - 181 181
Interest expense - (226) - (226)
------------------ ---------------- ------------------- -----------------
TOTAL OTHER INCOME (EXPENSE) - (45) - (45)
------------------ ---------------- ------------------- -----------------
NET LOSS BEFORE TAXES (3,605) (99,107) - (102,712)
PROVISION FOR INCOME TAXES - - - -
------------------ ---------------- ------------------- -----------------
NET LOSS $ (3,605) $ (99,107) $ - $ (102,712)
================== ================ =================== =================
NET LOSS PER COMMON
SHARE (BASIC & DILUTED) $ (.07)
=================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 2,500,000
=================
The accompanying notes to unaudited pro forma condensed financial
statements are an integral part of these financial statements.
F-12
COLUMBIALUM, LTD. AND
INTEGRA STAFFING, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
Pro forma
Integra Pro forma Condensed
Columbialum Ltd. Staffing Adjustments Combined
------------------ ---------------- ------------------- -----------------
REVENUES $ - $ 420,961 $ - $ 420,961
COST OF GOODS SOLD - 313,652 - 313,652
------------------ ---------------- ------------------- -----------------
GROSS PROFIT - 107,309 - 107,309
OPERATING EXPENSES 2,275 159,739 - 162,014
------------------ ---------------- ------------------- -----------------
LOSS BEFORE OTHER INCOME (EXPENSES) (2,275) (152,430) - (154,705)
------------------ ---------------- ------------------- -----------------
OTHER INCOME (EXPENSE)
Interest and other income - 58 58
Interest expense - (27,886) - (27,886)
------------------ ---------------- ------------------- -----------------
TOTAL OTHER INCOME (EXPENSE) - (27,828) - (27,828)
------------------ ---------------- ------------------- -----------------
NET LOSS BEFORE TAXES (2,275) (180,258) - (182,533)
PROVISION FOR INCOME TAXES - - - -
------------------ ---------------- ------------------- -----------------
NET LOSS $ (2,275) $ (180,258) $ - $ (182,533)
================== ================ =================== =================
NET LOSS PER COMMON
SHARE (BASIC & DILUTED) $ (.07)
=================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 2,500,000
=================
The accompanying notes to unaudited pro forma condensed financial
statements are an integral part of these financial statements.
F-13
COLUMBIALUM, LTD., AND
INTEGRA STAFFING, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2000 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
Additional
Paid-in Retained
Shares Amount Capital Deficit Total
--------------- ------------- --------------- --------------- ---------------
BALANCE, JANUARY 1, 2000 1,000,000 $ 1,000 $ - $ (1,520) $ (520)
Loss for the year - - - (3,605) (3,605)
--------------- ------------- --------------- --------------- ---------------
BALANCE, DECEMBER 31, 2000 1,000,000 1,000 - (5,125) (4,125)
Issuance of shares in exchange
for common shares Integra 1,500,000 1,500 207,442 (105,356) 103,586
Loss for the period 9/30/01 - - - (182,533) (182,533)
--------------- ------------- --------------- --------------- ---------------
BALANCE, SEPT. 30, 2001 2,500,000 $ 2,500 $ 207,442 $ (293,014) $ (83,072)
=============== ============= =============== =============== ===============
The accompanying notes to unaudited pro forma condensed financial
statements are an integral part of these financial statements.
F-14
COLUMBIALUM, LTD., AND
INTEGRA STAFFING, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND SEPTEMBER 30, 2001
NOTE A - GENERAL INFORMATION
The following unaudited pro forma condensed combined balance sheets aggregates
the balance sheet of Columbialum, Ltd. ("Columbialum"), a Nevada corporation and
Integra Staffing, Inc., ("Integra"), a Florida corporation as of December 31,
2000 and September 30, 2001 using the reverse merger method of accounting,
effectively a re-capitalization of Integra, and using the assumptions described
in the following notes as if the business combination occurred as of the end of
December 31, 2001 and September 30, 2001 respectively for the balance sheets and
as of January 1, 2000 for the statement of operations.
The following unaudited pro forma condensed combined statement of operations
aggregates the result of operations for both companies for the year ended
December 31, 2000 and for the nine months ended September 30, 2001 for
Columbialum and Integra.
The unaudited pro forma statements should be read in conjunction with the
separate financial statements and notes thereto of Columbialum at December 30,
2000 and September 30, 2001 and for the year ended December 31, 2000 and the
nine months ended September 30, 2001, included in that company's annual and
quarterly reports filed with the Securities and Exchange Commission under cover
of Form 10-KSB and Form 10-QSB. The unaudited pro forma financial statements are
not necessarily indicative of the combined financial position which might have
existed at December 30, 2000 and September 30, 2001, or the results of
operations as they may have been for the year ended December 31, 2000 and the
nine months ended September 30, 2001, had the business combination occurred on
the dates indicated above.
NOTE B - REVERSE MERGER METHOD OF ACCOUNTING
Following the acquisition, the management of Integra became the management of
Columbialum and the former stockholders of Integra were issued approximately 60%
of the outstanding shares of Columbialum's $0.001 par value common stock. In
accordance with accounting principles generally accepted in the United States of
America, Columbialum's acquisition of Integra is being accounted for as a
reverse merger. As a result, Integra is being treated as the acquiring
Columbialum, and Columbialum is being treated as the acquired company for
accounting purposes, even though Columbialum is the acquiring company for legal
purposes. The historical financial statements of Integra will become the
historical financial statements of Columbialum in connection with the
acquisition. Similarly, the historical equity and deficit of Integra prior to
the acquisition will be retroactively restated for the equivalent number of
shares issued in connection with the acquisition.
NOTE C - ASSUMPTIONS
The accompanying unaudited pro forma condensed combined financial statements are
presented based on the following assumptions:
1. That the business combination between Columbialum and Integra was
accomplished on January 1, 2000.
F-15
COLUMBIALUM, LTD., AND
INTEGRA STAFFING, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND SEPTEMBER 30, 2001
NOTE C - ASSUMPTIONS (Continued)
2. That the Exchange Agreement between Columbialum and Integra was
consummated under the terms and conditions disclosed in Note F as of
January 1, 2000.
3. The unaudited pro forma condensed combined statement of operations for
the year ended December 31, 2000 and for the nine months ended
September 30, 2001 do not include adjustments for legal and accounting
expenses associated with the acquisition.
NOTE D - PRO FORMA ADJUSTMENTS
The pro forma adjustments are summarized as follows:
(a) To eliminate the capital stock of Integra in exchange for the issuance
of 1,500,000 shares of Columbialum's $0.001 par value common stock.
(b) To give effect to the issuance to the issuance of 1,500,000 shares in
connection with the business combination
(c) To eliminate the accumulated deficit of Columbialum.
NOTE E - NET LOSS PER COMON SHARE
The net loss per common share for the unaudited pro forma condensed combined
column is computed based on the weighted average number of historical shares
outstanding for Columbialum during the period, giving effect to the 1,500,000
common shares that were issued to the shareholders of Integra upon the
consummation of the business combination since the transaction is assumed to
have occurred on January 1, 2000 for purposes of the pro forma statement of
operations.
NOTE F - STOCK EXCHANGE
On November 23, 2001, Columbialum entered into a Securities Exchange Agreement
to acquire 100% of the issued and outstanding common stock of Integra for an
aggregate of 1,500,000 shares of common stock of Columbialum. The effective date
of the transaction and closing was December 12, 2001.
F-16