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 FEBRUARY 28, 2003.
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.)
1001 - 17TH St., Ste. M, Costa Mesa, CA 92626
---------------------------------------------
(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 February 28, 2003, 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
February 28, 2003
(Unaudited)
Three Months Ended
February 28, 2003
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
February 28, 2003, 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
Piedmont, Inc.
(Formerly Candy Stripers Candy Corporation)
STATEMENT OF OPERATIONS
Three Months Ended on February 28, 2003
(Unaudited)
Three Months For the year
Ended Ended
Feb 28, 2003 Nov 30, 2002
------------ -----------
INCOME:
Revenue $ 0 $ 0
TOTAL INCOME $ 0 $ 0
=========== ===========
EXPENSES:
General, and Administrative $ 0 $ 0
Amortization $ 0 $ 0
Total Expenses $ $
Net Profit/Loss(-) From Operations $ $
Interest Income $ 0 $ 0
INCOME (LOSS) BEFORE INCOME TAXES $
Provision for income tax $ 0 $ 0
NET INCOME (LOSS) $ 0 $ 0
=========== ===========
NET INCOME (LOSS) PER $ 0.00 $ 0.00
SHARE-BASIC AND DILUTED
AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING 10,093,195 10,093,195
See accompanying notes to interim financial statements
PIEDMONT, INC.
(Formerly Candy Stripers Candy Corporation)
STATEMENT OF STOCKHOLDERS' EQUITY
Three Months Ended on February 28, 2003
(Unaudited)
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)
------- ---------- ------ --------- ----------
Balance, November 30, 1999 0 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, November 30, 2000 0 10,093,195 10,093 3,646,297 (3,656,390)
Net loss, year ended
November 30, 2001 0 -0-
------- ---------- ------ --------- ----------
Balance, November 30, 2001 0 10,093,195 10,093 3,646,297 (3,656,390)
======= =========== ====== ========= ===========
Net loss, year ended
November 30, 2002 0 -0-
------- ---------- ------ --------- ----------
Balance, November 30, 2002 0 10,093,195 10,093 3,646,297 (3,656,390)
======= =========== ====== ========= ===========
Net income, quarter ended
February 28, 2002 -0-
Balance, February 28, 2002 0 10,093,195 10,093 3,646,297 (3,656,390)
======= =========== ====== ========= ===========
See accompanying notes to interim financial statements.
Piedmont, Inc.
(Formerly Candy Stripers Candy Corporation)
STATEMENTS OF CASH FLOWS
Three Months Ended on February 28, 2003
(Unaudited)
Three Months For the year
Ended Ended
Feb 28, 2003 Nov 30, 2002
------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (Loss) Income: $0 $0
Decrease (Accts Payable)
Net Cash (Used) In Operating
Activities $0 $0
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of organizational
Costs $0 $0
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock for
Cash $0 $0
Net Increase in Cash $0 $0
Cash, Beginning of Period $0 $0
Cash, End of Period $0 $0
See accompanying notes to interim financial statements
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 February 28, 2003 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 February 28, 2003
due to the zero net income and substantial loss carry forward.
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
in 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 February 28, 2003, 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 February
28, 2003.
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
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Piedmont, Inc. (the
"Registrant") on Form 10-QSB for the quarterly period ending February 28, 2003
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Vincent van den Brink, Chairman of the Board of Directors,
President, and Chief Executive Officer of the Registrant, certify, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, that:
1. I have reviewed this quarterly report on Form 10-QSB of the Registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
Registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal
controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
March 18, 2003 PIEDMONT,INC.
/s/ Vincent van den Brink
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Vincent van den Brink, President
In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
March 18, 2003 /s/ Vincent van den Brink
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Vincent van den Brink, Director