SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: March 18, 2002
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(Date of earliest event reported)
COLUMBIALUM STAFFING, INC.
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Exact name of registrant as specified in its charter
Nevada 0-29485 33-0850639
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State of other jurisdiction of Commission File No. I.R.S. Employer
incorporation or organization ID No.
310 E. Harrison, Tampa, Florida 33602
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(Address of principal executive offices)
Registrant's telephone number, including area code: (813) 225-1200
N/A
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(Former name or former address if changed since last report)
Special Note Regarding Forward-Looking Statements
Some of the statements in this report may discuss future expectations,
contain projections of results of operation or financial condition, or include
other "forward-looking" information. Those statements are based on our
assumptions and are subject to known and unknown risks, uncertainties and other
factors that could cause the actual results to differ materially from the
results we currently contemplate. Important factors that could cause actual
results to differ from expectations include, for example, our failure to obtain
working capital financing from principal shareholders and others described below
and other factors set forth in our Form 10-QSB Reports.
Item 6. RESIGNATION OF REGISTRANT'S DIRECTOR
Mr. Charles Lincoln resigned as an officer and director of Columbialum
Staffing, Inc. by letter dated March 18, 2002. The letter requested that we file
a report describing his dispute with the Company and that we file his letter as
an exhibit to this filing.
We are required to summarize Mr. Lincoln's disagreements with matters
relating to our operations, polities or practices. Mr. Lincoln states that he
tendered his resignation because of his lack of confidence in the management of
the Company and "solely to comply with the terms of a funding offer approved by
the Board of Directors of Columbialum Staffing, Inc...... made by Mr. William A.
Brown and the William A. Brown Family Trust...." Mr. Lincoln goes on to assert
that he abstained from voting on the matter, raises specific objections to a
funding offer, including management disruptions, insufficiency of the funding
proposal, the lack of staffing expertise on the part of Mr. Brown, certain
inadequacies in financial reporting and internal controls and the Company's
failure to enter into a borrowing agreement with a financial institution which
required personal guarantees of the Company's officers.
We believe that Mr. Lincoln's assertions are wholly without merit. Mr.
Lincoln, until his abrupt resignation as the Company's Chief Executive Officer,
was the senior most executive officer of the Company and in a position to direct
every aspect of its financial and operating policies. The Company received
several offers from Mr. Brown to raise capital in the form of loans or equity.
Contrary to Mr. Lincoln's assertions, the remaining members of the Board had no
reason to doubt either Mr. Brown's intentions to provide capital for the Company
or his ability to do so. Mr. Brown had provided substantially all of the capital
for the Company's Integra Staffing subsidiary prior to our acquiring it, and has
a substantial financial stake in the Company's success. Such capital was
provided without any written commitment, and management expects that Mr. Brown
will introduce investors to the Company in the near future. Mr. Lincoln alludes
to alternatives to the financing proposals set forth by Mr. Brown, but fails to
state that each alternative proposed by him would have resulted in the immediate
sale of the Company's receivables to pay a limited amount of debts without any
plan of future financing or that he further proposed curtailing the Company's
operating capacity by terminating all but one of our experienced employees that
we believe are necessary to support our growth.
Despite the Company being at a relatively early stage in its
development, and contrary to Mr. Lincoln's claims, Mr. Porter, the Company's
President, devotes substantially all of his business time to the Company. Mr.
Lincoln was not willing to devote adequate time to the Company's affairs and his
commitments to his own staffing business on the East Coast of Florida made his
future availability questionable.
The Company's internal controls are sound and no questions have been
raised of weaknesses in our internal controls noted by our outside auditors
either at the time of Integra's 1999 or 2000 audits, or during the 2001 audit
just completed. Any incidence of checks being written without funds being
available, alluded to by Mr. Lincoln, were the result on only two occasions of
the delivery of checks to a remote location for convenience, accompanied by a
clear understanding with the recipient that the checks were not to be presented
until further instructions were given by the Company's officers.
Finally, Mr. Lincoln complains about the Company's failure to close a
credit facility because of an alleged failure to deliver paperwork or personal
guarantees by management. That allegation is patently false. The credit facility
is an asset based lending agreement limited to 85% of eligible accounts
receivable which presently stand at $45,000. The agreement calls for a $50,000
commitment fee and monthly maintenance fees of $500 per month whether or not the
funds are drawn. Mr. Porter determined that such a facility did not make any
business sense until the Company's level of activity substantially increased.
The determination to hold off closing on this line of credit was discussed with
Mr. Perez, the Company's Chief Financial Officer, and Mr. Lincoln, and both
concurred. It is not practical to expend $55,000 to borrow $38,250. The Board
members, mindful of the Company's financial situation, stand ready to make
reasonable personal financial accommodations to raise capital, although they are
not obliged to do so.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) None
(b) None
(c) Exhibits
Exhibit 7.1 Letter of Charles Lincoln dated March 18, 2002.
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 STAFFING, INC.
By: /s/ R. Gale Porter
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R. Gale Porter, President
Dated: March 25, 2002