U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2001. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________ COMMISSION FILE NUMBER: 000-31431 PIEDMONT, INC. -------------- (Exact name of registrant as specified in its charter) Utah 33-0052057 ---- ---------- (State or jurisdiction of incorporation I.R.S. Employer or organization Identification No.) 3700 Susan St., Ste. 200, Santa Ana, CA 92704 --------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number: (949) 770-2578; Fax: 603-375-6582 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 Par Value 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) been subject to such filing requirements for the past 90 days. Yes X No --- --- As of August 31, 2001, the Registrant had 10,093,195 shares of common stock issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes No X ----- ----- PART I. ITEM 1. FINANCIAL STATEMENTS. Piedmont, Inc. (Formerly Candy Stripers Candy Corporation) BALANCE SHEET August 31, 2001 (Unaudited) Three Months Ended August 31, 2001 --------------- ASSETS CURRENT ASSETS: Cash $ 0 Accounts Receivable $ -- Other Investments $ 0 ----------- TOTAL CURRENT ASSETS $ -- ORGANIZATIONAL COSTS, NET $ 0 TOTAL ASSETS $ 0 =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts Payable $ 0 TOTAL CURRENT LIABILITIES $ 0 LONG-TERM DEBT $ 0 STOCKHOLDERS' EQUITY: Preferred stock, $.001 par value, authorized 40,000,000 shares; no shares issued Common stock, $.001 par value authorized 100,000,000 shares, issued and outstanding at August 31, 2001 10,093,195 shares $ 10,093 Additional paid in Capital $ 3,646,297 Earnings Accumulated During Development Stage $(3,656,390) ----------- TOTAL STOCKHOLDERS' EQUITY $ 0 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 =========== See accompanying notes to interim financial statements 1 Piedmont, Inc. (Formerly Candy Stripers Candy Corporation) STATEMENT OF OPERATIONS Three Months and Nine Months Ended on August 31, 2001 (Unaudited) Three Months Nine Months For the year Ended Ended Ended Aug 31, 2001 Aug 31, 2001 Nov 30, 2000 ------------ ----------- ------------ INCOME: Revenue $ 0 $ 0 $ 1137 TOTAL INCOME $ 0 $ 0 $ 1137 =========== =========== ========== EXPENSES: General, and Administrative $ 0 $ 0 $ 1137 Amortization $ 0 $ 0 $ 0 Total Expenses $ $ $ (1137) Net Profit/Loss(-) From Operations $ $ $ Interest Income $ 0 $ 0 $ INCOME (LOSS) BEFORE INCOME TAXES $ $ 0 Provision for income tax $ 0 $ 0 $ 0 NET INCOME (LOSS) $ 0 $ 0 $ 0 =========== =========== ========== NET INCOME (LOSS) PER $ 0.00 $ 0.00 $ 0.00 SHARE-BASIC AND DILUTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING 10,093,195 10,093,195 10,093,195 See accompanying notes to interim financial statements 2 PIEDMONT, INC. (Formerly Candy Stripers Candy Corporation) STATEMENT OF STOCKHOLDERS' EQUITY Additional Preferred Common Stock paid-in Accumulated Stock Shares Amount capital loss ----------- ----------- ----------- ----------- ----------- Balance, November 30, 1997 0 23,298,985 23,299 3,625,897 (3,649,048) December 15, 1997, issued - 72,000 72 - - for services rendered, at par value December 15, 1997, issued for fees to prepare proxy statement and to amend Articles of Incorporation, at par value - 76,000,000 76,000 (76,000) - December 30, 1997, reverse stock split, 100-1 - (98,377,119) (98,377) 98,377 - February 6, 1998, issued for proposed acquisition of Fort Stockton Oil & Gas, Inc. - 8,977,229 8,977 (1,977) - June 9, 1998, issued for services rendered - 52,100 52 - - Net loss, year ended November 30, 1998 0 - - - (8,154) ----------- ----------- ----------- ----------- ----------- Balance, November 30, 1998 0 10,023,195 10,023 3,646,297 (3,657,202) December 1, 1998, issued for services rendered - 60,000 60 - - August 19, 1999, issued for services rendered - 10,000 10 - - Net loss, year ended November 30, 1999 0 - - - (325) ----------- ----------- ----------- ----------- ----------- 10,093,195 10,093 3,646,297 (3,657,527) Net income, year ended November 30, 2000 - - - - 1,137 0 10,093,195 10,093 3,646,297 (3,656,390) =========== =========== =========== =========== =========== Balance, August 31, 2001 0 10,093,195 10,093 3,646,297 (3,656,390) See accompanying notes to interim financial statements. 3 Piedmont, Inc. (Formerly Candy Stripers Candy Corporation) STATEMENTS OF CASH FLOWS Three Months and Nine Months Ended on August 31, 2001, Year Ended Nov 30, 2000 (Unaudited) Three Months Nine Months For the year Ended Ended Ended Aug 31, 2001 Aug 31, 2001 Nov 30, 2000 -------------- ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net (Loss) Income: $ 0 $ 0 $ 1137 Decrease (Accts Payable) Net Cash (Used) In Operating Activities $ 0 $ 0 $ 1137 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of organizational Costs $ 0 $ 0 $ 0 CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock for Cash $ 0 $ 0 $ 0 Net Increase in Cash $ 0 $ 0 $ (1137) Cash, Beginning of Period $ 0 $ 0 $ 1137 Cash, End of Period $ 0 $ 0 $ 0 See accompanying notes to interim financial statements 4 Piedmont, Inc. (Formerly Candy Stripers Candy Corporation) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - HISTORY, ACCOUNTING POLICIES AND PROCEDURES The Company was incorporated June 29, 1983 under the laws of the State of Utah as Teal Eye, Inc. On September 7, 1984, the Company merged with Terzon Corp. and amended its Articles of Incorporation changing the Company name to Terzon Corp. On September 7, 1984, the Company amended its Articles of Incorporation changing its name to Candy Stripers Candy Corporation. On January 6, 1998, the Company amended its Articles of Incorporation changing its name to Piedmont, Inc. The nature of the Company's business is the development of websites, including consultation and design, for the sale of retail products. The Company is presently contracting with various companies for the resale of home gift items. The company's website (www.piedmontcybermall.com) is operational. The Company has adopted the following accounting policies and procedures: 1. The Company uses the accrual method of accounting. 2. Earnings (loss) per share is calculated using a weighted averaged number of shares of common stock outstanding. 3. The Company has elected a fiscal year ending November 30th. NOTE 2 - EMPLOYEE STOCK OPTION PLAN On December 27, 1997, the stockholders approved setting aside 500,000 shares of common stock for an employee stock bonus plan, the terms of which are to be determined by the Board of Directors. NOTE 3 - WARRANTS AND OPTIONS There are no warrants or stock options outstanding to acquire any additional shares of common stock of the Company, NOTE 4 - STOCKHOLDERS' EQUITY. Common Stock. The authorized common stock of Piedmont, Inc. consists of 100,000,000 shares with a par value of $0.001 per share. As of August 31, 2001 Piedmont, Inc. had 10,093,195 shares outstanding. Preferred Stock. The authorized Preferred Stock of Piedmont, Inc. consists of 40,000,000 shares with a par value of $0.001 per share. No preferred shares have been issued. NOTE 5 - INCOME TAXES. There is no provision for income taxes for the period ended August 31, 2001 due to the zero net income and substantial loss carry forward. 5 ITEM 2. PLAN OF OPERATION. The following discussion should be read in conjunction with the financial statements of Piedmont, Inc. and notes thereto contained elsewhere in this report. Initial Operation. Up to the present time, Piedmont, Inc. has only been in the organizational phase. Over the next 12 months Piedmont, Inc. intends to concentrate its efforts into development and enhancement of the company's website (www.piedmontcybermall.com). These changes will include additional information and articles of interest to internet shoppers and a possible newsletter. Piedmont, Inc. will also be seeking to enhance its advertising revenues by the placement of additional advertising on the website. Piedmont, Inc. will need to raise additional capital in order to continue its operations. Such financing will probably take the form of a combination of debt and equity financing. However, there is no guarantee that such financing will be available at all or on such terms as will be acceptable to Piedmont, Inc. Currently, Piedmont, Inc. does not plan to make significant equipment purchases in the next 12 months in order to implement its plan of operation. Also, it does not plan over such period to significantly change the number of employees. Liquidity and Capital Resources. During the three month period ended August 31, 2001, Piedmont, Inc. continued its status as a development company. Piedmont, Inc. is continuing to incur limited development expenses, is deriving no revenues, and has experienced an ongoing deficiency in working capital. Piedmont, Inc.'s continued existence is dependent on its ability to obtain additional financing to proceed with its plan of operation. Capital Expenditures. No material capital expenditures were made during the quarter ended on August 31, 2001. 6 PART II. ITEM 1. LEGAL PROCEEDINGS. Piedmont, Inc. is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against Piedmont, Inc. has been threatened. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. Not Applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. Not Applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Reports on Form 8-K. None (b) Exhibits included or incorporated by reference herein: None SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Piedmont, Inc. Dated:November 14, 2001 By /s/ -------------------------------- Vincent van den Brink, President 7