FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2005
Commission File Number 333-64840
CEDAR MOUNTAIN DISTRIBUTORS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 91-2015441
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1065 West 1150 South, Provo, UT 84601
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(Address of principal executive offices)
(Zip Code)
(801) 361-6670
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding as of May 10, 2005
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Common Stock 13,200,000
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
CEDAR MOUNTAIN DISTRIBUTORS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2005
(Unaudited)
Assets
Current assets:
Cash $ 515
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Total Current Assets 515
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Total Assets $ 515
============
Liabilities and Shareholder's Deficit
Liabilities:
Accounts payable $ 12,843
Accrued interest payable 9,696
Accrued expenses 375
Notes payable, shareholder (note 2) 35,300
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Total Liabilities 58,214
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Shareholders' deficit (Note 2):
Common stock, $.001 par value, 50,000,000 shares authorized,
13,200,000 issued and outstanding, 13,200
Additional paid-in capital 262,258
Accumulated deficit (333,157)
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Total Shareholders' Deficit (57,699)
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Total Liabilities and Shareholders' Deficit $ 515
============
See accompanying notes to consolidated financial statements
2
CEDAR MOUNTAIN DISTRIBUTORS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31,
--------------------------------
2005 2004
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Costs and expenses:
General and administrative expenses $ 5,246 $ 8,276
Interest expense 771 642
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Loss before taxes (6,017) (8,918)
Income tax provision (Note 3) - -
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Net loss $ (6,017) $ (8,918)
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Basic and Diluted Loss Per Share $ (0.00) $ (0.00)
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Weighted Average Common Shares Outstanding 13,200,000 13,200,000
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See accompanying notes to consolidated financial statements
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CEDAR MOUNTAIN DISTRIBUTORS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
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2005 2004
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Net cash used in operating activities: $ (4,211) $ (1,425)
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Cash flows from financing activities:
Proceeds from notes payable (Note 2) 4,000 5,000
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Net cash provided by financing activities 4,000 5,000
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Net Change in Cash (211) 3,575
Cash, beginning of period 726 5,026
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Cash, end of period $ 515 $ 8,601
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Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ - $ -
============ ============
Income Taxes $ - $ -
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See accompanying notes to consolidated financial statements
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CEDAR MOUNTAIN DISTRIBUTORS, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Interim Reporting - BASIS OF PRESENTATION
Summary of issuer's significant accounting policies are incorporated by
reference to the Company's annual report on Form 10-KSB, dated December
31, 2004.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and with Form
10-QSB requirements. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the three month
period ended March 31, 2005, are not necessarily indicative of the
results that may be expected for the year ended December 31, 2005.
2. Related Party Transactions
During the three month periods ended March 31, 2004 and 2005, the
Company utilized the services, furniture, equipment, and facilities of
an officer and director of the subsidiary of the company, valued at
$1,200 each month. These services have been reflected as an operating
expense and with a corresponding charge to additional paid in capital
in the accompanying consolidated financial statements.
During the three month period ended March 31, 2005, Dassity, Inc., a
corporation wholly-owned by Brenda M. Hall , Sole Officer and Director
of Cedar Mountain Distributors, Inc. loaned the Company $4,000 at 8%
interest. The note is due upon demand.
3. Income Taxes
The Company records its income taxes in accordance with Statement of
Financial Accounting Standard No. 109, "Accounting for Income Taxes".
The Company incurred net operating losses during the periods shown on
the condensed financial statements resulting in a deferred tax asset,
which was fully allowed for, therefore the net benefit and expense
result in $0 income taxes.
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Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's plan of operation and financial condition. The discussion should be
read in conjunction with the consolidated financial statements and notes
thereto.
Plan of Operation
The Company has no business operations, and very limited assets or
capital resources. The Company's business plan is to seek one or more potential
business ventures that, in the opinion of management, may warrant involvement by
the Company. The Company recognizes that because of its limited financial,
managerial and other resources, the type of suitable potential business ventures
which may be available to it will be extremely limited. The Company's principal
business objective will be to seek long-term growth potential in the business
venture in which it participates rather than to seek immediate, short-term
earnings. In seeking to attain the Company's business objective, it will not
restrict its search to any particular business or industry, but may participate
in business ventures of essentially any kind or nature. It is emphasized that
the business objectives discussed are extremely general and are not intended to
be restrictive upon the discretion of management.
The Company will not restrict its search for any specific kind of
firms, but may participate in a venture in its preliminary or development stage,
may participate in a business that is already in operation or in a business in
various stages of its corporate existence. It is impossible to predict at this
stage the status of any venture in which the Company may participate, in that
the venture may need additional capital, may merely desire to have its shares
publicly traded, or may seek other perceived advantages which the Company may
offer. In some instances, the business endeavors may involve the acquisition of
or merger with a corporation which does not need substantial additional cash but
which desires to establish a public trading market for its common stock.
In furtherance of this objective, on March 29, 2005 the Company
executed a letter agreement with iCurie Lab Holdings, Ltd. pursuant to which the
parties are conducting due diligence in anticipation of a possible transaction.
The letter agreement provided for the payment of $50,000 to the Company under
certain circumstances. On or about May 12, 2005, the parties amended the letter
agreement whereby the $50,000 is to be released to the Company which funds are
non-refundable unless the Company enters into certain business reorganizations
or recapitalizations not involving iCurie on or before June 30, 2005. The letter
agreements do not obligate either party to enter into a transaction and there
can be no assurance that the parties will complete a transaction in the future.
The Company does not have sufficient funding to meet its cash needs.
The Company believes that its current cash will not be sufficient to support the
Company's planned operations for the next twelve months. The Company estimates
that it will need to raise at least $20,000 in new funding to pay outstanding
obligations, assuming that it does not enter into a new business venture during
this period. If the Company enters into a new business venture during the next
twelve months, it will likely be require to raise additional funds in amounts
that cannot be determined at this time. To the extent necessary, the Company may
seek to raise additional funds through the sale of equity securities or by
borrowing to funds until a suitable business venture can be completed. There is
no assurance that the Company will be able to successfully identify and/or
negotiate a suitable potential business venture or raise additional funds.
The Company has experienced net losses during the past two fiscal years
and has had no significant revenues during such period. During the past two
fiscal years the Company has had no significant business operations. In light of
these circumstances, the ability of the Company to continue as a going concern
is significantly in doubt. The attached financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.
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Critical Accounting Policies
Due to the lack of current operations and limited business activities,
the Company does not have any accounting policies that it believes are critical
to facilitate an investor's understanding of the Company's financial and
operating status.
Recent Accounting Pronouncements
The Company has not adopted any new accounting policies that would have
a material impact on the Company's financial condition, changes in financial
conditions or results of operations.
Forward-Looking Statements
When used in this Form 10-KSB or other filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized officer of the Company's executive officers, the words
or phrases "would be", "will allow", "intends to", "will likely result", "are
expected to", "will continue", "is anticipated", "estimate", "project", or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, and advises
readers that forward-looking statements involve various risks and uncertainties.
The Company does not undertake, and specifically disclaims any obligation to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statement.
Item 3. Controls and Procedures
The Company has evaluated, with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
March 31, 2005 pursuant to Exchange Act Rule 15d-15. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company required to be included in
the Company's periodic SEC filings. There have been no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation.
PART II -- OTHER INFORMATION
Item 5. Other Information
In furtherance of this objective, on March 29, 2005 the Company
executed a letter agreement with iCurie Lab Holdings, Ltd. pursuant to which the
parties are conducting due diligence in anticipation of a possible transaction.
The letter agreement provided for the payment of $50,000 to the Company under
certain circumstances. On or about May 12, 2005, the parties amended the letter
agreement whereby the $50,000 is to be released to the Company which funds are
non-refundable unless the Company enters into certain business reorganizations
or recapitalizations not involving iCurie on or before June 30, 2005. The letter
agreements do not obligate either party to enter into a transaction and there
can be no assurance that the parties will complete a transaction in the future.
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Item 6. Exhibits and Reports on Form 8-K.
(a)
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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3(i).1 Restated Articles of Incorporation (Incorporated by reference
to Exhibit 3.2 of the Company's Registration Statement on Form
SB-2 filed July 10, 2001 (File No. 333-64840))
3(ii).2 Restated Bylaws (Incorporated by reference to Exhibit 3.3 of
the Company's Registration Statement on Form SB-2 filed July
10, 2001 (File No. 333-64840))
10.1 Letter agreement with iCurie Lab Holdings, Ltd. (Incorporated
by reference to Exhibit 10.1 of the Company's Annual Report on
Form 10-KSB, dated December 31, 2004)
10.2 Letter agreement with iCurie Lab Holdings, Ltd., dated May 12,
2005
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K:
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CEDAR MOUNTAIN DISTRIBUTORS, INC.
(Registrant)
Date: May 13, 2005 By /s/ Brenda Hall
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Brenda Hall
President, CEO, CFO and Secretary
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