SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[ X ] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to __________
Commission file number 0-29485
COLUMBIALUM, LTD.
(Exact Name of Small Business Issuer as Specified in Its Charter)
NEVADA 33-0850639
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) identification No.)
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
(Address of Principal Executive Offices)
(949) 719-1977
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Y ear,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.
Yes [ X ] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of July 25, 2001 there were
outstanding 1,000,000 shares of common stock, par value $0.001, and no shares of
preferred stock.
1
COLUMBIALUM, LTD.
INDEX
Page
----
Part I Financial Information
Item 1. Financial Statements
Balance sheets as of June 30, 2001
(unaudited) and December 31, 2000 3
Statements of operations for the three months and six months
ended June 30, 2001 and 2000 and the period from Inception,
April 9, 1998 through June 30, 2001 (unaudited) 4
Statements of cash flows for the six months ended
June 30, 2001 and 2000 and the period from Inception,
April 9, 1998 through June 30, 2001 (unaudited) 5
Notes to financial statements 6
Item 2. Management's Discussion and Analysis or Plan of Operation 7
Part II Other Information
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COLUMBIALUM, LTD.
(A Development Stage Company)
BALANCE SHEETS
June 30, 2001 December 31, 2000
-------------- -------------------
(unaudited)
-------------
ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . $ -- $ --
-------------- -----------------
Total assets . . . . . . . . . . . . . . . . . $ -- $ --
============== =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Payable to related party . . . . . . . . . . . . $ 6,050 $ 4,125
-------------- -----------------
Total liabilities. . . . . . . . . . . . . . $ 6,050 $ 4,125
-------------- -----------------
Stockholders' equity (deficit):
Preferred stock, $0.001 par value;
2,000,000 shares authorized;
no shares issued and
outstanding. . . . . . . . . . . . . . . . . $ -- $ --
Common stock, $0.001 par value,
20,000,000 shares authorized;
1,000,000 shares issued and
outstanding on June 30, 2001
and December 31, 2000. . . . . . . . . . . . $ 1,000 $ 1,000
Deficit accumulated during the
development stage. . . . . . . . . . . . . . $ (7,050) $ (5,125)
-------------- -----------------
Total stockholders' equity (deficit) . . . . . $ (6,050) $ (4,125)
-------------- -----------------
Total liabilities and stockholders'
equity (deficit) . . . . . . $ -- $ --
============== =================
See Accompanying Notes to Financial Statements
3
COLUMBIALUM, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Period from
Inception,
3 months ended 6 months ended April 9, 1998,
--------------------- -------------------------- through
June 30, June 30, June 30, June 30, June 30,
2001 2000 2001 2000 2001
---------- ---------- -------------- ---------- -----------
General and Administrative
Expenses. . . . . . . . . $ 367 $ - $ 1,925 $ - 7,050
---------- ---------- -------------- ---------- -----------
Net loss . . . . . . . . . $ 367 $ - $ 1,925 $ - 7,050
========== ========== ============== ========== ===========
Basic and Diluted
Net Loss Per Share . . . . $ - $ - $ - $ - $ (.01)
========== ========== ============== ========== ===========
Weighted Average Common
Shares Outstanding . . . . 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
========== ========== ============== ========== ===========
See Accompanying Notes to Financial Statements
4
COLUMBIALUM, LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Period from
Inception April
Six months ended Six Months ended 9, 1998, through
June 30, 2001 June 30, 2000 June 30, 2001
----------------- ------------------ -----------------
Cash flows from operating activities:
Net loss. . . . . . . . . . . . . . . $ (1,925) $ -- $ (7,050)
Issuance of Common
Stock for Services. . . . . . . . . . $ -- $ -- $ 1,000
Increase in payable to related party. $ 1,925 $ -- $ 6,050
Net cash used in operating activities $ -- $ - $ -
------------------ ----------------- ----------------
Net increase (decrease) in cash . . . . $ -- $ - $ -
------------------ ----------------- ----------------
Cash, beginning of period . . . . . . . $ -- $ - $ -
------------------ ----------------- ----------------
Cash, end of period . . . . . . . . . . $ -- $ - $ -
================== ================= ================
See Accompanying Notes to Financial Statements
5
COLUMBIALUM, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Note 1 Summary of Significant Accounting Policies.
Columbialum, Ltd. (the Company) is a developmental stage enterprise
incorporated on April 9, 1998 under the laws of the State of Nevada. The Company
intends to seek acquisitions or other business endeavors. The Company has had no
operations to date and its activities have been limited to organization efforts
related to obtaining initial financing and corporate compliance matters. The
Company intends to purchase, merge with or acquire securities or assets held by
target entities via an exchange of the targeted company's securities or assets
for the Company's cash, securities and/or assets. The Company has not negotiated
with or identified a prospective acquisition candidate and has not targeted any
particular business or industry within which it will seek acquisitions. The
Company's fiscal year end is December 31.
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and the instructions to Form 10-QSB.
Accordingly, they do not include all the information and footnotes required by
accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, the interim
financial statements include all adjustments considered necessary for a fair
presentation of the Company's financial position, results of operations and cash
flows for the three and six months ended June 30, 2001. These statements are not
necessarily indicative of the results to be expected for the full fiscal year.
These statements should be read in conjunction with the financial statements and
notes thereto included in the Company's Form 10-KSB for the year ended December
31, 2000 as filed with the Securities and Exchange Commission.
Management Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
6
Going Concern and Management's Plans
The Company has not commenced significant operations and has no liquid
resources. Further, the development of operations and the acquisition of liquid
resources are contingent solely on the Company's ability to complete a business
combination transaction. Such matters raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans with
respect to these conditions are to search for additional sources of capital, or
new operating opportunities through business combinations or mergers. In the
interim, the Company will require minimal overhead, and key administrative and
management functions will be provided by stockholders. Accordingly, the
accompanying financial statements have been presented under the assumption that
the Company will continue as a going concern.
Item 2. Management's Discussion and Analysis or Plan of Operation
The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Financial
Statements and the related Notes thereto included elsewhere in this Quarterly
Report on Form 10-QSB. This Quarterly Report on Form 10-QSB contains
forward-looking statements which involve risks and uncertainties. The Company's
actual results may differ significantly from the results discussed in the
forward-looking statements.
The Company's activities since inception have been limited to
organizational matters, and the Company has not engaged in any operating
activity since its inception.
The Company has registered its common stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange
Commission periodic reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-QSB and annual reports on Form 10-KSB.
The Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desires to become a
reporting ("public") company whose securities are qualified for trading in the
United States secondary market. The Company meets the definition of a "blank
check"company contained in Section 7(b)(3) of the Securities Act of 1933, as
amended.
Management believes that there are perceived benefits to being a reporting
company with a class of publicly-traded securities which may be attractive to
foreign and domestic private companies.
These benefits are commonly thought to include (1) the ability to use
registered securities to make acquisition of assets or businesses; (2) increased
visibility in the financial community; (3) the facilitation of borrowing from
financial institutions; (4) improved trading efficiency; (5) shareholder
liquidity; (6) greater ease in subsequently raising capital; (7) compensation of
key employees through options for stock for which there is a public market; (8)
enhanced corporate image; and, (9) a presence in the United States capital
market.
7
A private company which may be interested in a business combination with
the Company may include (1) a Company for which a primary purpose of becoming
public is the use of its securities for the acquisition of assets or businesses;
(2) a company which is unable to find an underwriter of its securities or is
unable to find an underwriter of securities on terms acceptable to it; (3) a
company which wishes to become public with less dilution of its common stock
than would occur normally upon an underwriting; (4) a company which believes
that it will be able to obtain investment capital on more favorable terms after
it has become public; (5) a foreign company which may wish for an initial entry
into the United States securities market; (6) a special situation company, such
as a company seeking a public market to satisfy redemption requirements under a
qualified Employee Stock Option Plan; and, (7) a company seeking one or more of
the other benefits believed to attach to a public company.
The Company is authorized to enter into a definitive agreement with a wide
variety of private businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with which private company,
if any, the Company will enter into a definitive agreement or what will be the
industry, operating history, revenues, future prospects or other characteristics
of that company.
As of the date hereof, management has not made any final decision
concerning, and has not entered into any agreements for, a business combination.
When any such agreement is reached or other material fact occurs, the Company
will file notice of such agreement or fact with the Securities and Exchange
Commission on Form 8-K. Persons reading this Form 10-QSB are advised to see if
the Company has subsequently filed a Form 8-K.
Each of the current shareholders of the Company has agreed not to sell or
otherwise transfer any of their common stock of the Company until after such
time as the Company has completed a business combination transaction.
As soon as the Company is eligible, it intends to apply to have its common
stock listed or admitted to quotation on the NASD OTC Bulletin Board or, if it
meets the financial and other requirements thereof, on the Nasdaq Small Cap
Market, National Market System, or other regional or national exchange.
Liquidity
The Company has no funds available and does not anticipate having any funds
available until a merger transaction is consummated. In the event that no
transaction is consummated, the Company will have a very limited amount of funds
with which to operate and may not be able to operate in the future.
8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no legal proceedings against the Company and the Company is
unaware of any proceedings contemplated against it.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to the security holders for a vote.
Item 5. Other Information
There is no other information deemed material by management for
disclosure herein.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
9
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.
COLUMBIALUM, LTD.
Dated: July 30, 2001 /s/ M. Richard Cutler
---------------------------
By: M. Richard Cutler
Its: President
10