COLUMBIALUM, LTD.
310 EAST HARRISON
TAMPA, FLORIDA 33602
---------------
Information Statement pursuant to sections 14(C) and 14(F)
of the securities and exchange act of 1934
---------------
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
----------------
This Information Statement (the "Information Statement") is being
mailed on or about January 9, 2002 to the holders of record at the close of
business on December 10, 2001, (the "Record Date") of the common stock, $.001
par value per share (the "Common Stock") of Columbialum, Ltd. (the "Company"),
in connection with the Company's acquisition of Integra Staffing, Inc.
("Integra") and appointment of certain persons to the Board of Directors of the
Company other than at a meeting of the shareholders of the Company.
This Information Statement is also being mailed to the Company's
shareholders in connection with a proposed action by written consent to
authorize and approve:
o An amendment and restatement of the Company's Certificate of
Incorporation which (a) changes the name of the Company to
"Columbialum Staffing, Inc."; (b) increases the number of
shares of Common Stock the Company is authorized to issue from
20,000,000 to 50,000,000; (c) increases the number of shares
of Preferred Stock the Company is authorized to issue from
2,000,000 to 10,000,000; (d) change the par value of the
common stock from $.001 to $.0001; and (e) change the par
value of the preferred stock from $.001 to $.0001.
o The adoption of the Company's 2001 Equity Incentive Plan.
The sole member of the Board of Directors has beneficial ownership of
974,000 shares of Common Stock. These shareholdings represent approximately 97%
of the total outstanding votes of all issued and outstanding Common Stock of the
Company and was sufficient to take the proposed action on the Record Date.
Dissenting shareholders do not have any statutory appraisal rights as a result
of the action taken. The sole director has executed a written consent in favor
of the proposed action on behalf of the shares of the Company which he owns. The
sole director does not intend to solicit any proxies or consents from any other
shareholders in connection with this action.
Pursuant to the provisions of Nevada law and the Company's Certificate
of Incorporation, the amendments require the approval of a majority of such
shares. Accordingly, the vote of the sole director is sufficient to approve
these matters, which he believes is in the best interests of the Company and its
shareholders. The corporate action will be effective ten days after the mailing
of this Information Statement.
1
This Information Statement is being distributed pursuant to the
requirements of Sections 14(c) and 14(f) of the Securities Exchange Act of 1934.
The entire cost of furnishing this Information Statement will be borne
by the Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
INFORMATION RELATING TO THE COMPANY'S COMMON STOCK
The shares of Common Stock are the only class of voting securities of
the Company outstanding. Each share of Common Stock is entitled to one vote per
share on all matters submitted to a vote of the shareholders. As of the Record
Date, the Company had 1,000,000 shares of the Common Stock outstanding.
CHANGES OF CONTROL OF THE COMPANY
On September 27, 2001, Work Holdings, LLC ("Work Holdings") acquired
974,000 restricted shares of the Company's Common Stock in a private purchase
transaction. Work Holdings became the "control person" of the Company as that
term is defined in the Securities Act of 1933, as amended. Simultaneously with
this transaction, Mr. Richard Cutler nominated Rene Morissette to be director of
the Company (subject to compliance with Rule 14f-1 of the Securities Exchange
Act of 1934) and as President, Secretary and Treasurer. Mr. Cutler resigned.
Prior to the sale, the Company had 1,000,000 shares of Common Stock
outstanding.
A copy of the Stock Purchase Agreement reflecting the purchase of the
974,000 shares was filed with the U.S. Securities and Exchange Commission
("SEC") as an exhibit to the Company's Form 8-K Report dated October 1, 2001.
The foregoing description is qualified by such reference.
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.
Accordingly, after the closing with the shareholders of Integra, the new
combined entity has 2,500,000 shares of Common Stock issued and outstanding.
As of the closing of the Acquisition, Integra's shareholders own
approximately 60% of the outstanding Common Stock and will be able to elect new
directors and officers either at a meeting of shareholders or by written
consent.
A copy of the Securities Exchange Agreement will be filed with the SEC
as an exhibit to the Company's Form 8-K Report dated December 12, 2001.
2
BOARD OF DIRECTORS
General
Management of the Company, as of the date of this Information Statement
(collectively referred to as "Prior Management") is set forth below:
Name Position
---- --------
Rene Morissette President, Treasurer, Secretary and Sole Director
Prior Management will resign and the following individuals
(collectively referred to as "New Management") will be nominated to assume the
positions set forth next to their names:
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
Charles Lincoln will serve as 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.
R. Gale Porter - President, COO and a Director
R. Gale Porter will serve as 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
Cristino L. Perez will serve as 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
3
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.
The appointments as officers of the Company will be effective January 10, 2002
and they will assume their responsiblities as directors on the tenth day
following the mailing of this notice.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the common stock of the Company as of the Record Date:
o each person or entity known to own beneficially more than 5%
of the common stock;
o each of the Company's directors;
o each of the Company's named executive officers; and
o all executive officers and directors of the Company as a
group.
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner (1) Beneficial Ownership Class (2)
- -------------- ---------------------- ---------------------- ---------
Common Stock Rene Morissette, GM 974,000 97%
Work Holdings, LLC
310 E. Harrison
Tampa, FL 33602
Common Stock All Officers and Directors
as a Group (1 person) 974,000 97%
- --------------
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting and
investment power.
(2) Based upon 1,000,000 shares issued and outstanding.
EXECUTIVE COMPENSATION
Executive Officers and Directors
We currently do not pay any cash salaries to any officers or directors.
Summary Compensation Table
The Summary Compensation Table shows certain compensation information
for services rendered in all capacities for the fiscal years ended December 31,
1999 and 2000. Other than as set forth herein, no executive officer's salary and
bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.
4
SUMMARY COMPENSATION TABLE
Annual Paid Compensation Long Term Compensation
-----------------------------------------------------------------------------------------
Awards Payouts
------------------------------------------------------
OTHER RESTRICTED SECURITIES ALL
NAME AND ANNUAL STOCK UNDERLYING LTIP OTHER
PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($) ($) SARS(#) ($) ($)
- ----------------------------------------------------------------------------------------------------------------------
Richard Cutler 2000 -0- -0- -0- -0- -0- -0- -0-
(President, (12/31)
Treasurer,
Secretary) 1999 -0- -0- -0- -0- -0- -0- -0-
(12/31)
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED
OPTIONS/SAR'S TO EMPLOYEES IN FISCAL EXERCISE OF EXPIRATION
NAME GRANTED (#) YEAR BASE PRICE($/SH) DATE
- ---------------------------------------------------------------------------------------------------------------------------
Richard Cutler None N/A N/A N/A
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of Unexercised Value of Unexercised In
Shares Acquired Securities Underlying The-Money Option/SARs
On Value Options/SARs At Fy-End (#) At FY-End($)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- -----------------------------------------------------------------------------------------------------------------------------------
Richard Cutler N/A N/A None N/A
In addition to the foregoing, Mr. Morissette approved the Company's
2001 Equity Incentive Plan (the "Plan"). Additional information concerning the
Plan is set forth under the caption "Approval of the 2001 Equity Incentive
Plan," below.
APPROVAL OF AMENDMENTS TO THE COMPANY'S
CERTIFICATE OF INCORPORATION
The Company's sole director approved an amendment and restatement to
the Company's Certificate of Incorporation to (a) changes the name of the
Company to "COLUMBIALUM STAFFING, INC."; (b) increases the number of shares of
Common Stock the Company is authorized to issue from 20,000,000 to 50,000,000;
(c) increases the number of shares of Preferred Stock the Company is authorized
5
to issue from 2,000,000 to 10,000,000; (d) change the par value of the common
stock from $.001 to $.0001; and (e) change the par value of the preferred stock
from $.001 to $.0001.
The sole board member, who held approximately 97% of the Company's
Common Stock as of the Record Date has approved these actions and has consented
to the taking of these actions without a meeting. A copy of the restated and
amended Certificate of Incorporation substantially in the form it will be filed
with the Secretary of the State of Nevada is attached hereto as Appendix A.
Change of Corporate Name
The Company has entered into a Securities Exchange Agreement
("Securities Exchange Agreement") with shareholders owning 100% of Integra
Staffing, Inc., a Florida corporation ("Integra") regarding acquisition by the
Company of all of the issued and outstanding common stock of Integra. At present
it is anticipated that the closing will occur on or about December 10, 2001 and
the sole director believes it is prudent to take the necessary corporate actions
necessary to consummate the Acquisition. Information concerning the Acquisition
and Integra is set forth under the caption "The Integra Acquisition," below. In
the event the closing does not occur, the Company will maintain its present
name.
The change of corporate name will become effective upon the filing with
the Secretary of State of an amendment and restatement to the Company's
Certificate of Incorporation which states that, upon the filing of the
Certificate of Amendment the name of the Corporation will be "Columbialum
Staffing, Inc."
Change in Authorized Capital Stock
The sole director has approved an amendment to the Company's
Certificate of Incorporation which would change the number of authorized shares
of Common Stock, and the par value from $.001 to $.0001 per share. The number of
authorized common shares would be increased from 20,000,000 to 50,000,000
shares. In addition, the amendment will approve an increase in the number of
authorized shares of Preferred Stock from 2,000,000 to 10,000,000 shares and
change the par value from $.001 to $.0001. There are no shares of Preferred
Stock issued or outstanding.
Discussion of the Amendment
On the Record Date, there were 1,000,000 shares of Common Stock issued
and outstanding. Pursuant to the Securities Exchange Agreement, the Company
issued 1,500,000 shares of Common Stock to the Integra shareholders on December
12, 2001.
Under the Company's Certificate of Incorporation, the Board of
Directors of the Company has authority to issue authorized and unissued shares
of Common and Preferred Stock without obtaining approval from the holders of the
Common Stock. The holders of the Company's Common Stock and Preferred Stock do
not have preemptive rights. The Preferred Stock provisions give the Board of
Directors broad authority to issue shares of Preferred Stock in one or more
series and to determine such matters as the dividend rate and preference, voting
rights, conversion privileges, redemption provisions, liquidation preferences
6
and other rights of each series. Each share of Common Stock is entitled to one
vote. The holders of any series of preferred stock issued in the future will be
entitled to such voting rights as may be specified by the Board of Directors.
Because of the broad powers granted to the Board of Directors to issue
shares of Preferred Stock and determine the rights, preferences and privileges
of the holders of such series, the Board of Directors has the power to issue
shares of Preferred Stock in a manner which could be used as a defensive measure
against a hostile takeover or to keep the Board of Directors in power. However,
the Board of Directors has no present plans to issue shares for such purpose.
The Board of Directors of the Company believes it will benefit the
shareholders to have additional unreserved shares available for issuance in
order that adequate shares may be available for the possible issuance of Common
Stock, convertible Preferred Stock or convertible debt securities in connection
with a possible financing of the Company's business or an acquisition, although,
except for the Securities Exchange Agreement with Integra and as discussed
below, the Company has no plans, arrangements, understanding or commitments with
respect to the issuance of such shares. The Company has reserved 7,300,000
shares for issuance upon the conversion of a $7,300 principal amount of
convertible debentures due December 31, 2002, an additional 2,000,000 shares
which may be issued upon the conversion of up to $20,000 principal amount of
debentures due June 30, 2002 and 3,000,000 shares for issuance pursuant to the
Company's 2001 Equity Incentive Plan.
Approval Required
The approval of a majority of the outstanding stock entitled to vote
will be necessary to approve the proposed amendment. As discussed above, the
Company's sole director, who holds approximately 97% of the votes of the
Company's outstanding stock has consented to this amendment. He has executed a
written consent voting those shares in favor of the proposed amendment. The sole
director does not intend to solicit any proxies or consents from any other
shareholders in connection with this action.
APPROVAL OF THE COMPANY'S
2001 INCENTIVE STOCK OPTION PLAN
The Company's sole director adopted a 2001 Equity Incentive Plan (the
"Plan"). The Plan was approved by written consent. There are no awards
outstanding under the Plan. A complete copy of the Plan is attached hereto as
Appendix B.
Shareholders should note that certain disadvantages may result from the
adoption of the Plan, including a reduction in their interest of the Company
with respect to earnings per share, voting, liquidation value and book and
market value per share if options to acquire shares of Common Stock are granted
and subsequently exercised.
THE INTEGRA ACQUISITION
On December 12, 2001, the Company acquired 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
7
operations by establishing additional offices or by the acquisition of other
temporary employment firms. Currently, Integra presently operates one office in
Tampa, Florida. On November 23, 2001, the Company entered into a Securities
Exchange Agreement with shareholders owning 100% of Integra regarding
acquisition by the Company of all of the issued and outstanding common stock of
Integra. The effective date of the closing is December 12, 2001.
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.
8
FINANCIAL INFORMATION
The Financial Statements required by Item 304 of Regulation S-B are stated in
U.S. dollars and are prepared in accordance with U.S. Generally Accepted
Accounting Principles. The following financial statements pertaining to Integra
are part of this Information Statement.
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
- --------------------------------------------------------------------------------
9
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 STCKHOLDERS' 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, 750 8 - (13,649) (13,641)
DECEMBER 31, 1999
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, 100 1 107,499 (112,756) (5,256)
DECEMBER 31, 2000
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 (UNADITED)
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
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files reports and
other information with the Commission. The Registration Statement and such
reports and other information may be inspected without charge at the Public
Reference Room maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Office located at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained from the Public Reference Room of the Commission at 450
Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. Information on
the operation of the Public Reference Room is available by calling the
Commission at 1-800-SEC-0330. In addition, the Commission maintains an Internet
site where the Registration Statement and other information filed with the
Commission may be retrieved, and the address of such site is http://www.sec.gov.
Statements made in this Information Statement concerning the contents of any
document referred to herein are not necessarily complete.
INCORPORATION BY REFERENCE
The following documents filed with the Commission by the Company are
hereby incorporated by reference into this Information Statement:
1. Form 10-KSB report for the year ended December 31, 2000.
2. Form 8-K Current Report dated April 22, 2001.
3. Form 10-QSB report for the three months ended March 31, 2001.
4. Form 10-QSB report for the six months ended June 30, 2001.
5. Form 10-QSB report for the nine months ended September 30,
2001
5. Form 8-K Current Report dated October 1, 2001.
6. Statement re: change in Majority of Directors filed
October 1, 2001.
7. Form 8-K Current Report dated December 12, 2001, as amended.
/S/ Rene Morissette
-------------------
Rene Morissette
Sole Director
January 9, 2002
10
APPENDIX A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
COLUMBIALUM, LTD.
Columbialum, Ltd., a corporation organized and existing under the State
of Nevada, hereby certifies as follows:
1. The name of the corporation is Columbialum, Ltd. The date of filing
of its original Articles of Incorporation with the Secretary of State was April
9, 1998 and the name under which the corporation was originally incorporated is
Columbialum, Ltd.
2. This Amended and Restated Articles of Incorporation restates and
integrates and further amends the Articles of Incorporation of this corporation
by:
(a) changing the corporation's name to Columbialum Staffing,
Inc.
(b) changing the par value for the Company's common and
preferred shares from $.001 to $.0001.
(c) increasing the number of authorized shares of common
stock, $.0001 par value, from 20,000,000 to 50,000,000;
(d) increasing the number of authorized shares of preferred
stock, $.0001 par value, from 2,000,000 to 10,000,000; and
(e) setting forth certain matters relating to the designation
of the relative rights, powers and preferences of qualification, limitations and
restrictions of one or more series of preferred stock.
3. The text of the Articles of Incorporation as amended or supplemented
heretofore is further amended herby to read as herein set forth in full:
"ARTICLE 1
The name of this corporation is Columbialum Staffing, Inc.
ARTICLE 2
The address of its registered offices in the State of Nevada is 318
North Carson Street, Suite 214, Carson City, NV 89701. The name of its
registered agent at such address is State Agent and Transfer Syndicate, Inc.
A-1
ARTICLE 3
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Nevada.
ARTICLE 4
The total number of shares of stock of all classes which the
Corporation has authority to issue is 60,000,000 shares, of which 50,000,000
shares shall be common stock, with a par value of $.0001 per share ("Common
Stock"), and 10,000,000 shares shall be preferred stock, with a par value of
$.0001 per share ("Preferred Stock").
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions of the shares of each class of stock
are as follows:
PREFERRED STOCK
Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more series. Subject to the provisions hereof and
the limitations prescribed by law, the Board of Directors is hereby vested with
the authority and is expressly authorized, prior to issuance, by adopting
resolutions providing for the issuance of, or providing for a change in the
number of, shares of any particular series and, if and to the extent from time
to time required by law, by filing a Articles pursuant to the General
Corporation Law of the State of Nevada (or other law hereafter in effect
relating to the same or substantially similar subject matter), to establish or
change the number of shares to be included in each such series and to fix the
designation and powers, preferences and rights and the qualifications and
limitations or restrictions thereof relating to the shares of each such series,
all to the maximum extent permitted by the General Corporation Law of the State
of Nevada as in effect on the date hereof or as hereafter amended. The vested
authority of the Board of Directors with respect to each series shall include,
but not be limited to, the determination of the following:
(a) the distinctive serial designation of such series
and the number of shares constituting such series (provided that the
aggregate number of shares constituting all series of Preferred Stock
shall not exceed 10,000,000);
(b) the annual dividend rate, if any, on shares of
such series and the preferences, if any, over any other series (or of
any other series over such series) with respect to dividends, and
whether dividends shall be cumulative and, if so, from which date or
dates;
(c) whether the shares of such series shall be
redeemable and, if so, the terms and conditions of such redemption,
including the date or dates upon and after which such shares shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates;
A-2
(d) the obligation, if any, of the Corporation to
purchase or redeem shares of such series pursuant to a sinking fund or
purchase fund and, if so, the terms of such obligation;
(e) whether shares of such series shall be
convertible into, or exchangeable for, shares of stock of any other
class or classes, any stock of any series of the same class or any
other class or classes or any evidence of indebtedness and, if so, the
terms and conditions of such convers