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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2 TO FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUER
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
CORPORATE DEVELOPMENT CENTERS, INC.
(Name of Small Business Issuer in its charter)
Nevada 88-0350448
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1332 E. Martha Dunyon Circle, Draper, Utah 84020
(Address of Principal Executive Offices and Zip Code)
Issuer's Telephone Number: 1-801-576-0814
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $0.001
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TABLE OF CONTENTS
ITEM NUMBER AND CAPTAION Page
Part I ................................................................ 3
1. Description of Business ......................................... 3
2. Management's Discussion and Analysis or Plan of Operations ...... 9
3. Description of Properties ....................................... 10
4. Security Ownership of Certain Beneficial Owners and Management .. 11
5. Directors, Executive Officers, Promoters and Control Persons .... 12
6. Executive Compensation .......................................... 12
7. Certain Relationships and Related Transactions .................. 13
8. Description of Securities ....................................... 14
Part II
1. Market Price of and Dividends on the Registrant's Common Equity
and Related Stockholder Matters ................................. 14
2. Legal Proceedings ............................................... 15
3. Changes in and Disagreements with Accountants ................... 15
4. Recent Sales of Unregistered Securities ......................... 15
5. Indemnification of Directors and Officers ....................... 16
Part F/S
Financial Statements .............................................. 18
Part III .............................................................. 47
1. Index to Exhibits ............................................... 47
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
History
The Company was incorporated in the state of Nevada on
August 29, 1995. The Company then sold shares pursuant to an
initial public offering conducted exclusively in the State of
Nevada (the "Offering"). The Offering was registered with the
State of Nevada (State File No. R96-19) and became effective on
March 1, 1996. The Offering was sold pursuant to Rule 504
promulgated by the Securities and Exchange Commission under
Regulation D and pursuant to the Disclosure Document dated March
1, 1996. The Offering was closed after the sale of 534,250
shares.
At its inception, the Company was formed for the
purpose of offering full service executive office space combined
with other business services. The initial business plan called
for the Company to lease up to 2,500 square feet of office space
and then sub-lease executive office space to companies or
individuals. In addition to office space, the Company would
provide to executives reception desk services, photo copying
services, postal services and other services needed for a
business executive to operate a free standing office.
The Company initiated its business plan in 1996. It
purchased office equipment, leased office space and set up
executive offices in the Las Vegas, Nevada area. The business as
initiated did not prove profitable and the company did not have
sufficient capital to continue operations. In its first year of
operations the Company collected rents totaling $17,061.00. This
revenue was offset against expenses during the same time period
totaling $51,517.00. The Company closed operations in 1997.
Since that time, the Company has been investigating ways to get
back into the executive office space business. The Company has
also been investigating other products and/or services in which
it might engage that have potential for profit.
General
For the past two years the Company has had no active
business operations. The Company currently has no commitment or
arrangement to participate in a business and cannot now predict
what type of business it may enter into or acquire. It is
emphasized that the business objectives discussed herein are
extremely general and are not intended to be restrictive on the
discretion of the Company's management.
There are no plans or arrangements proposed or under
consideration for the issuance or sale of additional securities
by the Company prior to the identification of an acquisition
candidate. Consequently, management anticipates that it may be
able to participate in only one potential business venture, due
primarily to the Company's limited capital. This lack of
investing in the Company because it will not permit the Company
to offset potential losses from one venture against gains from
another.
The Company has voluntarily filed this registration
statement on Form 10-SB to become subject to the reporting
requirements under the Securities Exchange Act of 1934, based on
management's belief that the Company's reporting status will
enhance its ability to locate and
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acquire a business opportunity. It is management's experience
that owners of products and other business opportunities often
desire to sell their product or opportunity to a company having
the ability to obtain a listing on the NASDAQ stock market. Being
subject to the reporting requirements under the Securities Exchange
Act of 1934 is necessary in order to obtain such a listing. It is
the intention of the Company to apply in the near future for
inclusion in the Over the Counter Bulletin Board and to apply for
listing on the NASDAQ stock market if and when the Company meets the
asset and other requirements for listing on that market. The Company
intends to continue to voluntarily file reports under the
Securities Exchange Act of 1934, regardless of whether its
obligation to do so is suspended by rule of statute.
Selection of a Business
The Company anticipates that business for possible
acquisition will be referred by various sources, including its
officers and directors, professional advisors, securities broker-
dealers, venture capitalists, members of the financial community,
and others who may present unsolicited proposals. The Company
will not engage in any general solicitation or advertising for a
business opportunity, and will rely on personal contacts of its
officers and directors and their affiliates, as well as indirect
associations between them and other business and professional
people. By relying on "word of mouth", the Company may be
limited in the number of potential acquisitions it can identify.
While it is not presently anticipated that the Company will
engage unaffiliated professional firms specializing in business
acquisitions or reorganizations, such firms may be retained if
management deems it in the best interest of the Company.
Compensation to a finder or business acquisition firm may
take various forms, including one-time cash payments, payments
based on a percentage of revenues or product sales volume,
payments involving issuance of securities (including those of the
Company), or any combination of these or other compensation
arrangements. Consequently, the Company is currently unable to
predict the cost of utilizing such services. Management of the
Company will not receive a finder's fee for locating a business
opportunity.
The Company will not restrict its search to any particular
business, industry, or geographical location, and management
reserves the right to evaluate and enter into any type of
business in any location. The Company may participate in a newly
organized business venture or a more established company entering
a new phase of growth or in need of additional capital to
overcome existing financial problems. Participation in a new
business venture entails greater risks since in may instances
management of such a venture will not have proved its ability,
the eventual market of such venture's product or services will
likely not be established, and the profitability of the venture
will be unproved and cannot be predicted accurately. If the
Company participates in a more established firm with existing
financial problems, it may be subjected to risk because the
financial resources of the Company may not be adequate to
eliminate or reverse the circumstances leading to such financial
problems.
In seeking a business venture, the decision of management
will not be controlled by an attempt to take advantage of any
anticipated or perceived appeal of a specific industry,
management group, product, or industry, but will be based on the
business objective of seeking long-term capital appreciation in
the real value of the Company. The Company will not acquire or
merge with a business or corporation in which the Company's
officers, directors, or promoters, or their affiliates or
associates, have any direct or indirect ownership interest.
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The analysis of new businesses will be undertaken by or
under the supervision of the officers and directors. In
analyzing prospective business, management will consider, to the
extent applicable, the available technical, financial, and
managerial resources; working capital and other prospects for the
future; the nature of present and expected competition; the
quality and experience of management services which may be
available and the depth of that management; the potential for
further research, development, or exploration; the potential for
profit; the perceived public recognition or acceptance of
products, services, or trade or service marks; name
identification; and other relevant factors.
The decision to participate in a specific business may be
based on management's analysis of the quality of the other firm's
management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological
changes, and other factors which are difficult, if not
impossible, to analyze through any objective criteria. It is
anticipated that the results of operations of a specific firm may
not necessarily be indicative of the potential for the future
because of the requirement to substantially shift marketing
approaches, expand significantly, change product emphasis, change
or substantially augment management, and other factors.
The Company will analyze all available factors and make a
determination based on a composite of available facts, without
reliance on any single factor. The period within which the
Company may participate in a business cannot be predicted and
will depend on circumstances beyond the Company's control,
including the availability of businesses, the time required for
the Company to complete its investigation and analysis of
prospective business, the time required to prepare appropriate
documents and agreements provided for the Company's
participation, and other circumstances.
Acquisition of a Business
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, or other reorganization with another corporation
or entity; joint venture; license; purchase and sale of assets;
or purchase and sale of stock, the exact nature of which cannot
not be predicted. Notwithstanding the above, the Company does
not intend to participate in a business through the purchase of
minority stock positions. Further, the Company does not have the
assets necessary to make a business acquisition with cash.
Therefore, any acquisition would have to be in exchange for
Company stock. On the consummation of a transaction, it is
likely that the present management and shareholders of the
Company will not be in control of the Company. In addition, a
majority or all of the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by
new directors without a vote of the Company's shareholders.
In connection with the Company's acquisition of a business,
the present shareholders of the Company, including officers and
directors may, as a negotiated element of the acquisition, sell a
portion of all of the Company's Common Stock held by them at a
significant premium over their original investment in the
Company. As a result of such sales, affiliates of the entity
participating in the business reorganization with the Company
would acquire a higher percentage of equity ownership in the
Company. Management does not intend to actively negotiate for or
otherwise require the purchase of all or any portion of its stock
as a condition to or in connection with any proposed merger or
acquisition. Although the Company's present shareholders did not
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acquire their shares of Common Stock with a view towards any
subsequent sale in connection with a business reorganization, it
is not unusual for affiliates of the entity participating in the
reorganization to negotiate to purchase shares held by the
present shareholders in order to reduce the number of "restricted
securities" held by persons no longer affiliated with the Company
and thereby reduce the potential adverse impact on the public
market in the Company's Common Stock that could result from
substantial sales of such shares after the restrictions no longer
apply. Public investors will not receive any portion of the
premium that may be paid in the foregoing circumstances.
Furthermore, the Company's shareholders may not be afforded an
opportunity to approve or consent to any particular stock buy-out
transaction.
In the event of sales of shares by present shareholders of
the Company, including officers and directors, is a negotiated
element of a future acquisition, a conflict of interest may arise
because directors will be negotiating for the acquisition on
behalf of the Company and for sales of their shares for their own
respective accounts. Where a business opportunity is well suited
for acquisition by the Company, but affiliates of the business
opportunity impose a condition that management sell their shares
at a price which is unacceptable to them, management may not
sacrifice their financial interest for the Company to complete
the transaction. Where the business opportunity is not well
suited, but the price offered management for their shares is
high, Management will be tempted to effect the acquisition to
realize a substantial gain on their shares in the Company.
Management has not adopted any policy for resolving the foregoing
potential conflicts, should they arise, and does not intend to
obtain an independent appraisal to determine whether any price
that may be offered for their shares is fair. Stockholders must
rely, instead, on the obligation of management to fulfill its
fiduciary duty under sate law to act in the best interests of the
Company and its stockholders.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance on exemptions from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities
either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter. Although the terms
of such registration rights and the number of securities, if any,
which may be registered cannot be predicted, it may be expected
that registration of securities by the Company in these
circumstances would entail substantial expense to the Company.
The issuance of substantial additional securities and their
potential sale into any trading market which may develop in the
Company's securities may have a depressive effect on such market.
While the actual terms of the transaction to which the
Company may be a party cannot be predicted, it may be expected
that that the parties to the business transaction will find it
desirable to structure the acquisition as a so-called "tax-free"
event under sections 351 or 368(a) of the Internal Revenue Code
of 1986, (the "Code"). In order to obtain tax-free treatment
under section 351 of the Code, it would be necessary for the
owners of the acquired business to own 80% or more of the voting
stock of the surviving entity. In such event, the shareholders
of the Company would retain less than 20% of the issued and
outstanding shares of the surviving entity. Section 368(a) (1)
of the Code provides for tax-free treatment of certain business
reorganizations between corporate entities where one corporation
is merged with or acquires the securities or assets of another
corporation. Generally, the Company will be the acquiring
corporation in such a business reorganization, and the tax-free
status of the transaction will not depend on the issuance of any
specific amount of the Company's voting securities. It is not
uncommon, however, that as a negotiated element of a transaction
completed in reliance on Section 368, the
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acquiring corporation issue securities in such an amount that the
shareholders of the acquired corporation will hold 50% or more of
the voting stock of the surviving entity. Consequently, there is
a substantial possibility that the shareholders of the Company
immediately prior to the transaction would retain less than 50% of
the issued and outstanding shares of the surviving entity.
Therefore, regardless of the form of the business acquisition, it
may be anticipated that stockholders immediately prior to the
transaction will experience a significant reduction in their
percentage of ownership in the Company.
Notwithstanding the fact that the Company is technically the
acquiring entity in the foregoing circumstances, generally
accepted accounting principals will ordinarily require that such
transaction be accounted for as if the Company had been acquired
by the other entity owning the business and, therefore, will not
permit a write-up in the carrying value of the assets of the
other company.
The manner in which the Company participates in a business
will depend on the nature of the business, the respective needs
and desires of the Company and other parties, the management of
the business, and the relative negotiating strength of the
Company and such other management.
The Company will participate in a business only after the
negotiation and execution of appropriate written agreements.
Although the terms of such agreements cannot be predicted,
generally such agreements will require specific representations
and warranties by all of the parties thereto, will specify
certain events of default, will detail the terms of closing and
the conditions which must be satisfied by each of the parties
prior to such closing, will outline the manner of bearing costs
if the transaction is not closed, will set forth remedies on
default, and will include miscellaneous other terms.
The Company will comply with all federal and state
disclosure laws in connection with the acquisition of any target
company including providing shareholders with audited financial
statements when required. The Company also intends to provide
shareholders with information including audited financial
statements regarding a target company even if it is not required
when it is reasonably possible to do so. If such disclosure is
not required, it may be necessary in some instances, such as when
time restraints will not permit disclosure, for the directors to
determine that it is in the best interest of the shareholders to
consummate an acquisition short of all possible disclosure.
While management believes that the fact that the Company is
subject to reporting obligations under the Securities Exchange
Act of 1934 will increase the number of companies that will be
interested in being acquired by the Company, the reporting
requirements will eliminate the possibility of acquiring some
companies. For example, within 15 days of an acquisition, the
Company must file a Form 8-K discussing the acquisition. From
the date of the filing of the Form 8-K, the Company will then
have 60 days to file audited proforma financial information.
Accordingly, if the target company is not capable of being
audited within a short period of time, it is not a likely
candidate for acquisition.
It is not presently intended that any officer or director
would receive compensation from a target company as a condition
to an acquisition. However, it is possible that a target company
may require that an officer or director sell his or her shares in
the Company to the target company, that an officer or director be
willing to enter into a consulting agreement, or it is
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possible that an officer or director in a particular instance may
be compensated in the form of a finder's fee in connection with a
particular acquisition.
Operation of Business After Acquisition
The Company's operation following its acquisition of a
business will be dependent on the nature of the business and the
interest acquired. It may be expected that the business will
present various risks, which cannot be predicted at the present
time.
Government Regulation
It is impossible to predict the government regulation, if
any, to which the Company may be subject until it has acquired an
interest in business. The use of assets and/or conduct of
business which the Company may acquire could subject it to
environmental, public health and safety, land use, trade, or
other governmental regulations and state or local taxation. In
selecting a business in which to acquire an interest, management
will endeavor to ascertain, to the extent of the limited
resources of the Company, the effects of such government
regulation on the prospective business of the Company. In
certain circumstances, however, such as the acquisition of an
interest in a new or start-up business activity, it may not be
possible to predict with any degree of accuracy the impact of
government regulation. The inability to ascertain the effect of
government regulation on prospective business activity will make
the acquisition of an interest in such business a higher risk.
Competition
The Company will be involved in intense competition with
other business entities, many of which will have a competitive
edge over the Company by virtue of their stronger financial
resources and prior experiences in business. There is no
assurance that the Company will be successful in obtaining
suitable investments.
Employees
The Company is a development stage company and currently has
no employees. Executive officers, who are not compensated for
their time contributed to the Company, will devote only such time
to the affairs of the Company as they deem appropriate.
Management of the Company expects to use consultants, attorneys,
and accountants as necessary, and does not anticipate a need to
engage any full-time employees so long as it is seeking and
evaluating businesses. The need for employees and their
availability will be addressed in connection with a decision
whether or not to acquire or participate in a specific business
industry.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
Results of Operations
Nine month period ended September 30, 2000
The Company had no revenue from continuing operations or
from any other source for the nine month period ended September
30, 2000.
General and administrative expenses for the nine month
period ended September 30, 2000, consisted of general corporate
administration, legal and professional expenses, rent, and
accounting and auditing costs. These expenses totaled $10,752 as
opposed to $4,196 for the same nine month time period ended
September 30, 1999. The increase is due to additional
professional and other fees paid in connection with the
preparation and filing of this Form 10.
The Company realized a net loss of $10,752 for the nine months
ended September 30, 2000, which is equal to the expenses incurred
during the same period of time.
Calendar Year Ended December 31, 1999
The Company had no revenue from continuing operations or from any
other source for the year ended December 31, 1999.
General and administrative expenses for the year ended December
31, 1999, consisted primarily of general corporate
administration, legal and professional expenses, and accounting
and auditing costs totaling $1,705. These expenses were
necessary to support the legal existence of the Company until it
could locate another operating business in which to engage. In
addition, the Company had rent expense of 1,200 and amortization
of capitalized organization costs totaling $960. Legal,
accounting and administrative expenses were higher in 1998 due to
the work necessary to obtain a symbol on the OTC Bulletin Board
which occurred that year.
Calendar Years Ended December 31, 1998 and 1997
The Company had no revenue from continuing operations or from any
other source for the years ended December 31, 1998 and 1997.
General and administrative expenses for the years ended December
31, 1998 and 1997, consisted primarily of general corporate
administration, legal and professional expenses, and accounting
and auditing costs. Expenses for 1997 also included expenses
left over from the Company's operations as an executive office
space provider, prior to ceasing those operations in the first
part of 1997. Expenses for 1997 were higher overall due to
remaining expenses from operations. These expenses included
office expense of $1,052, rent expense of $5,754, telephone
expense of $1,974, and utility expense of $358. Once the Company
was no longer providing office space for working professionals,
the necessity of incurring such expenses ceased. The Company was
then left only with expenses necessary to support its legal
existence until it could locate another operating business in
which to engage. Legal, accounting and administrative expenses
were higher in 1998 due to the work necessary to obtain a symbol
on the OTC Bulletin Board.
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Expenses for the two years requiring cash payment totaled
$14,947. Shares in the Company were sold on September 26, 1997,
and again on October 1, 1998, for total sales proceeds of $10,000
in order to obtain capital to help pay these expenses.
Liquidity and Capital Resources
At September 30, 2000, the Company had working capital of $6,955,
enough to meet the cash requirements of the Company for
approximately six months. We believe the Company will need to
raise an additional $7,000 by selling additional shares or by
borrowing in order to have sufficient capital to meet its needs
for the next 12 months. Since the cease of operations in 1997,
the Company has had extremely limited working capital which it
has obtained through additional investment in the Company by
principal shareholders. The Company can only continue to exist
by the continued willingness of principal shareholders to fund
the maintaining of the Company. In January, 2000, the Company
borrowed $15,000 from a shareholder in order to continue meeting
the cash demands of the Company.
Management believes that funding sources will continue to be
available to meet the anticipated needs of the Company's
operations through at least the next 12 months. Even though the
Company does not at the present time have any understandings or
agreements with any persons or entities to provide such funding,
shareholders having an interest in seeing that the Company
remains a viable business entity have been willing to provide
funds to the Company in the past either through purchasing
additional stock or by loaning money to the Company. However,
there can be no assurances to that effect, as the Company has no
revenues and the Company's need for capital may change
dramatically if it acquires an interest in a business opportunity
during that period. It should also be noted that the Company is
now obligated to satisfy the costs associated with filing the
required reports under the Exchange Act of 1934. It appears at
the present time that these costs will also have to be met
through the continued sale of stock or by borrowing additional
funds. The Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company;
and (ii) search for potential business, products, technologies
and companies for acquisition. At present, the Company has no
understandings, commitments or agreements with respect to the
acquisition of any business, product, technology or company and
there can be no assurance that the Company will identify any such
business, product, technology or company and there can be no
assurance that the Company will identify any such business,
product, technology or company suitable for acquisition
in the future. Further, there can be no assurance that the
Company would be successful in consummating any acquisition on
favorable terms or that it will be able to profitably manage the
business, product, technology or company it acquires.
ITEM 3. DESCRIPTION OF PROPERTIES
The Company utilizes office space at 1332 E. Martha Dunyon
Cir., Draper, Utah 84020, provided by Richard M. Bench, an
officer and director of the Company. The Company does not pay
rent for this office space.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of August 31, 1999, the
number and percentage of the outstanding shares of common stock
which, according to the information supplied to the Company, were
beneficially owned by (i) each person who is currently a director
of the Company, (ii) each executive officer, (iii) all current
directors and executive officers of the Company as a group and
(iv) each person who, to the knowledge of the Company, is the
beneficial owner of more than 5% of the outstanding common stock.
Except as otherwise indicated, the persons named in the table
have sole voting and dispositive power with respect to all shares
beneficially owned, subject to community property laws where
applicable.
Common Percent of
Name and Address Shares Class
Richard M. Bench (1) 237,500 19%
1332 East Martha Dunyon Circle
Draper, Utah 84020
David Dorton 100,000 8%
111 E. Broadway
Salt Lake City, Utah 84111
Stephen J. Nicolatus 100,000 8%
111 E. Broadway
Salt Lake City, Utah 84111
Don L. Oborn (1) 37,500 3%
385 W. Brigham Rd. #14
St. George, Utah 84790
Jim Rostad 100,000 8%
3172 North Rainbow
Las Vegas, Nevada 89108
Judy Rostad (2) 100,000 8%
3172 North Rainbow
Las Vegas, Nevada 89108
Larry Snyder 100,000 8%
8011 Firebrand Court
Henderson, Nevada 89014
Stanley K. Stilwell 100,000 8%
7604 Delaware Bay Drive
Las Vegas, NV 89128
All Executive officers and
Directors of a Group (2) 275,000 22%
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(1) Messrs. Bench and Oborn are all of the officers and
directors of the Company.
(2) Judy Rostad is listed only as beneficial owner of the
100,000 shares held by her spouse, Jim Rostad. She holds no
shares in her own name.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONAL
Directors and Officers
The following table sets forth the names, ages, and
positions with the Company for each of the directors and officers
of the Company.
Name Age Position (1) Since
Richard M. Bench 58 President and Director 1998
Don L. Oborn 67 Secretary/treasurer and Director 1999
All executive officers are elected by the Board and hold office
until the next Annual Meeting of stockholders and until their
successors are elected and qualify.
The following information on the business experience of each
director and officer.
Richard M. Bench is a licensed realtor and for the past five
years has been the operations and marketing manager for El Ray
Bench Real Estate Corp. Mr. Bench's recent business experience
has also included being director of marketing, director of skier
services and ski instructor for Canyon Ski Resort, location near
Park City Utah. Mr Bench has owned and operated several small
businesses and is the owner and manager of several residential
rental properties.
Don L. Oborn graduated from the University of Utah located
in Salt Lake City, Utah in 1956 with a B.S. degree in business
management. For most of his professional career he sold life
insurance from which he retired in 1991. In June, 1996, he came
out of retirement to work with the Utah Business Alliance, Custom
Fit Training program through Dixie College in St. George, Utah.
In that capacity, he teaches business classes and seminars on
management and leadership principles.
ITEM 6. EXECUTIVE COMPENSATION
The Company has no agreement or understanding, express or
implied, with any officer, director, or principal stockholder, or
their affiliates or associates, regarding employment with the
Company or compensation for services. The Company has no plan,
agreement, or understanding, express or implied, with any
officer, director, or principal stockholder, or their affiliates
or associates, regarding the issuance to such persons of any
shares of the Company's authorized and unissued common stock.
There is no understanding between the Company and any of its
present stockholders regarding the sale of a portion of all of
the common stock currently held by them in connection with any
future participation by the Company in a business.
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There are no other plans, understandings, or arrangements whereby
any of the Company's officers, directors, or principal stockholders,
or any of their affiliates or associates, would receive funds, stock,
or other assets in connection with the Company's participation in a
business. No advances have been made or contemplated by the
Company to any of its officers, directors, or principal
stockholders, or any of their affiliates or associates.
There is no policy that prevents management from adopting a
plan or agreement in the future that would provide for cash or
stock based compensation for services rendered to the Company.
Current management has served and continues to serve without
compensation in cash or otherwise because the Company has no
revenues. Management is willing to serve for purposes of
protecting their investments in the Company.
On acquisition of a business, it is possible that current
management will resign and be replaced by persons associated with
the business acquired, particularly if the Company participates
in a business by effecting a stock exchange, merger, or
consolidation as discussed under "BUSINESS." In the event that
any member of current management remains after effecting a
business acquisition, that member's time commitment and
compensation will likely be adjusted based on the nature and
location of such business and the services required, which cannot
now be foreseen.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no proposed transactions and no transactions
during the past two years to which the Company was a party and
which any officer, director, or principal stockholder, or their
affiliates or associates, was also a party.
The promoters of the Company were Jim Rostad and Judy Rostad
(husband and wife), Larry Snyder and Stanley K. Stilwell. The
initial board of directors consisted of three members, namely Jim
Rostad, Judy Rostad and Larry Snyder. At a board meeting of the
initial directors held August 31, 1995, the following shares were
issued for the consideration stated:
Name Consideration Shares Issued
---- ------------- -------------
Jim Rostad $2,000 200,000
Larry Snyder $2,000 200,000
Stephen J. Nicolatus $2,000 200,000
David Dorton $2,000 200,000
Stanley K. Stilwell Services 200,000
The services provided by Mr. Stilwell were as business consultant
including responsibility for business plan development and
implementation. The shares set forth above were the only shares
provided by the Company to Mr. Stilwell. The five persons
receiving stock signed a consent, formally consenting to the
issuance of stock for the consideration stated. It should be
noted that each of the members of the board of directors was also
a promoter.
13
<PAGE>
ITEM 8. DESCRIPTION OF SECURITIES
The Company is authorized to issue 25,000,000 shares of
common stock, par value $0.001 per share, of which 1,234,250
shares are issued and outstanding. Holders of common stock are
entitled to one vote per share on each matter submitted to a vote
at any meeting of stockholders. Shares of common stock do not
carry cumulative voting rights and, therefore, holders of a
majority of the outstanding shares of common stock will be able
to elect the entire board of directors, and, if they do so,
minority stockholders would not be able to elect any members to
the board of directors. The Company's board of directors has
authority, without action by the Company's stockholders, to issue
all or any portion of the authorized but unissued shares of
common stock, which would reduce the percentage ownership in the
Company of its stockholders and which may dilute the book value
of the common stock. Stockholders of the Company have no pre-
emptive rights to acquire additional shares of common stock. The
common stock is not subject to redemption and carries no
subscription or conversion rights. In the event of liquidation
of the Company, the shares of common stock are entitled to share
equally in corporate assets after satisfaction of all
liabilities. Holders of common stock are entitled to receive
such dividends as the board of directors may from time to time
declare out of funds legally available for the payment of
dividends. The Company has not paid dividends on its common
stock and does not anticipate that it will pay dividends in the
foreseeable future.
PART II
ITEM 1. MARKET PRICE AND DIVIDENDS ON REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
Although quotations for the Company's common stock appear on
the OTC Bulletin Board, there is no established trading market
for the common stock. The Company first obtained a symbol on the
OTC Bulletin Board in the late summer of 1998. Recent
information generated by the OTC Bulletin shows no trades in the
Company's shares since that time.
There are no outstanding options or warrants to purchase
shares of common stock nor are there outstanding securities
convertible into common stock. Under Rule 144(k) promulgated
under the Securities Act of 1933, in order for non-controlling
shareholders to sell their shares free of restrictions, a period
of at least two years must have elapsed since the shares were
acquired from the issuer or from an affiliate of the issuer. At
the present time, all shares of common stock outstanding may be
sold without restrictions under Rule 144(k) except 1,100,000
shares which are held by officers, directors, and controlling
stockholders ("Control Shares"). Control shares may be sold
subject to complying with all of the terms and conditions of Rule
144, except the one-year holding period which has been satisfied.
The Company has not agreed to register any common shares and is
not planning a registered offering at the present time.
To summarize, all issued and outstanding shares of the
Company which total 1,234,250 may be sold at the present time
pursuant to the operation of Rule 144. 134,250 of the shares may
be sold without any restriction pursuant to the operation of Rule
144(k). The remaining 1,100,000 may also be sold under Rule 144
subject to complying with the terms and conditions of Rule 144
with the understanding that the one-year holding period for the
1,100,000 has been satisfied.
14
<PAGE>
Since its inception, no dividends have been paid on the
Company's common stock. The Company intends to retain any
earnings for use in its business activities, so it is not
expected that any dividends on the common stock will be declared
and paid in the foreseeable future.
At December 6, 2000, there was approximately 47 holders of
record of the Company's Common Stock.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings, and to the best of its knowledge, no such
proceedings by or against the Company have been threatened.
ITEM 3 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Mr. David Coffey was the principal independent accountant
for the Company for its audited financial statements through its
fiscal year ended December 31, 1997. He prepared the audit
report filed with the original filing of this Form 10 for the
financial statements dated December 31, 1997 and for the year
then ended. He completed his work for the Company on June 16,
1998 and was not engaged to do any work for the Company after
that time. During 1998, the Company relocated its offices from
Nevada to Utah. Mr. Ted A. Madsen of Salt Lake City, Utah was
engaged to serve as the principal independent accountant for the
Company with his first assignment being to audit the financial
statements of the Company as of December 31, 1998 and for the
year then ended. Mr. Madsen started working for the Company
sometime in the first quarter of 1999.
It should be noted that since the initial filing of this
Form 10, Mr. Madsen has reviewed the financial statements of the
Company dated as of December 31, 1997 and for the year then ended
and has issued an audit report for those statements in lieu of
the audit report originally issued by Mr. Coffee. Accordingly,
Mr. Madsen is now taking responsibility for all audited financial
statements filed in connection with this offering. Nevertheless,
as of the date of this filing, Mr. Coffee has received a copy of
this disclosure together with our request that he provide within
ten days his statement in writing to the Securities and Exchange
Commission as to whether he agrees with this disclosure and if
not, why.
The former accountant's report(s) did not contain any
adverse opinion or disclaimer of opinion, and was not modified as
to uncertainty, audit scope or accounting principles. The
decision to change the auditors was for convenience of location
only and was made at the direction of the officers of the
corporation without formal action being taken by the board of
directors. There was no disagreement with the former accountant
on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if
not resolved to the former accountant's satisfaction, would have
caused it to make reference to the subject matter of the
disagreement(s) in connection with its report.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The Company sold 534,250 shares under Rule 504, which sales
were closed in March, 1996, and certificates distributed on May
16, 1996. As such, all 534, 250 shares were sold prior to the
time the Company closed operations in 1997. The Company relied
upon the exemption
15
<PAGE>
from registration under Rule 504 because at
the time of the sales, the Company was not subject to the
reporting requirements of section 13 or 15(d) of the Securities
and Exchange Act of 1934. The Company was not an investment
company. The Company was not a development stage company that
either had no specific business plan or purpose or had indicated
that its business plan was to engage in a merger or acquisition
with an unidentified company or companies, or other entity or
person. The aggregate selling price for the Shares did not
exceed $1,000,000, less the aggregate offering price for all
securities sold within the twelve months before the start of and
during the offering under the rule, in reliance on any exemption
under the section 3(b) of the Act, or in violation of section
5(a) of the Act.
On September 26, 1997, the Company issued 100,000 shares of
common stock to Richard M. Bench in exchange for an investment in
the Company by Mr. Bench in the amount of $5,000. The transaction
was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933. Our reliance on the exemption is based
upon the facts that the transaction was not a public offering in
that it was an isolated transaction to an individual who is an
officer and a director of the Company.
On October 1, 1998, the Company issued 100,000 shares of
common stock to Richard M. Bench in exchange for an investment in
the Company by Mr. Bench in the amount of $5,000. The transaction
was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933. Our reliance on the exemption is based
upon the facts that the transaction was not a public offering in
that it was an isolated transaction to an individual who is an
officer and a director of the Company.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada Revised Statutes provides in
relevant part as follows:
(1) A corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened
pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative except an action by or
in the right of the corporation, by reason of he fact that he is
or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise, against expenses, including attorneys fees,
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit,
or proceeding if the acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe this conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or on a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to
any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
(2) A corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a
16
<PAGE>
director, officer, employee, or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise against expenses, including amounts paid in settlement
and attorney's fees actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue, or matter
as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which
such action or suit was brought shall determine an application
that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall
deem proper.
(3) To the extent that a director, officer, employee, or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred
to in subsections 1 and 2, or in defense of any claim, issue, or
matter therein, he shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by
him in connection therewith.
The Company's articles of incorporation provides that the
Company may indemnify to the full extent of its power to do so
under Nevada law, all directors, officers, employees, and/or
agents of the Company for liabilities and expenses reasonably
incurred in connection with any action, suit, or proceeding to
which such person may be a party by reason of such person's
position with the Company. Consequently, the Company intends to
indemnify its officers, directors, employees, and agents to the
full extent permitted by the statue noted above.
17
<PAGE>
PART F/S
FINANCIAL STATEMENTS
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 2000 and 1999
ASSETS
2000 1999
-------------- ---------------
Cash in bank $ 6,955 $ 1,846
______________ _______________
TOTAL ASSETS $ 6,955 $ 1,846
============== ===============
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
Loan from shareholder $ 15,000 $ -
-------------- ---------------
Total Liabilities 15,000
Stockholders' Equity
Common stock, authorized 25,000,000 shares
At $.001 par value, issued and outstanding
1,234,250 shares 1,234 1,234
Additional paid-in capital 51,459 50,259
(Deficit) accumulated during the
development stage (60,738) (49,647)
-------------- ---------------
Total Stockholders' Equity (Deficit) (8,045) (1,846)
TOTAL LIABILITES & STOCKHOLDER'S
EQUITY (DEFICIT) $ 6,955 $ 1,846
============== ===============
The accompanying notes are an integral part of these financial statements
18
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999
(With Cumulative Figures From Inception)
Nine Months Nine Months
Ended Ended From Inception
September 30, September 30, August 29, 1995 to
2000 1999 September 30, 2000
------------ ------------ ------------------
Rental Income $ - $ - $ 17,061
Expenses
Advertising - - 1,657
Amortization - 1,630 4,800
Cleaning - - 1,803
Consulting - - 3,605
Depreciation - - 2,477
Fees 350 - 1,433
Insurance - - 414
Office Expenses - 21 3,124
Rent 900 900 29,209
Professional Fees 9,502 1,645 17,255
Telephone - - 5,731
Utilities - - 1,200
------------ ------------ ------------------
Total Expenses 10,752 4,196 72,708
Other Income (Expense)
Loss on sale of
office furniture - - (5,091)
------------ ------------ ------------------
Total Other Income
(Expense) - - (5,091)
------------ ------------ ------------------
Net (loss) before income
taxes (10,752) (4,196) (60,738)
Provision for income -
Note E - - -
------------ ------------ ------------------
Net (loss) $ (10,752) $ (4,196) $ (60,738)
============ ============ ==================
Net (loss) per share $ (0.01) $ (0.01)
============ ============
Weighted average shares
Outstanding 1,234,250 1,234,250
============ ============
The accompanying notes are an integral part of these financial statements
19
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
(With Cumulative Figures From Inception)
Additional Accum-
Common Stock Paid-in ulated
Shares Amount Capital (Deficit) Total
-------
Balance
August 29, 1995 - $ - $ - $ - $ -
Issuance of
common stock
for cash @ .01
per share
in August 1995 800,000 800 7,200 8,000
Issuance of
common stock
for consulting
services rendered
at $2,000 @ .01
per share in
August 1995 200,000 200 1,800 2,000
Net (loss)
for period - - - (1,920) (1,920)
--------- --------- --------- -------- ----------
Balance
December 31, 1995 1,000,000 1,000 9,000 (1,920) 8,080
Issuance of
common stock
for cash @.08
per share in
March of 1996 534,250 534 42,206 42,740
(Less) offering
costs (12,147) (12,147)
--------- --------- --------- -------- ----------
Net (loss)
for period - - - (21,567) (21,567)
Balance,
December 31, 1996 1,534,250 1,534 39,059 (23,487) 17,106
Net (loss)
for period - - - (15,228) (15,228)
--------- --------- --------- -------- ----------
Balance
December 31, 1997 1,534,250 1,534 39,059 (38,715) 1,878
Issuance of
Common Stock
for cash @.05 per
share in November
of 1998 200,000 200 9,800 10,000
Cancellation
of Common shares
In November 1998 (500,000) (500) 500
Net (loss)
for period - - - (6,736) (6,736)
Balance
December 31, 1998
--------- --------- --------- -------- ----------
1,234,250 1,234 49,359 (45,451) 5,142
The accompanying notes are an integral part of these financial statements
20
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
(With Cumulative Figures From Inception)
Additional Accum-
Common Stock Paid-in ulated
Shares Amount Capital (Deficit) Total
--------- ------ ---------- ------- -----
Balance
December 31, 1998 1,234,250 1,234 49,359 (45,451) 5,142
Additional paid
in capital
contributed by
shareholder 600 600
Net (loss) for
Period - - - (4,196) (4,196)
--------- ------ ---------- ------- -----
Balance
September 30, 1999 2,468,500 1,234 50,259 (49,647) 1,846
Additional
paid in capital
contributed by
shareholder 300 - 300
Net (loss) for
period - - - (339) (339)
--------- ------ ---------- ------- -----
Balance,
December 31, 1999 2,468,500 1,234 50,559 (49,986) 1,807
--------- ------ ---------- ------- -----
Additional
paid in capital
contributed by
shareholder 900 900
Net (loss) for
period - - - (10,752) (10,752)
--------- ------ ---------- ------- -----
Balance,
September 30, 2000 1,234,250 $ 1,234 $ 51,459 $(60,738) $ (8,045)
========= ====== ========== ======= =====
The accompanying notes are an integral part of these financial statements
21
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(With Cumulative Figures From Inception)
Nine Months Nine Months
Ended Ended From Inception
September 30, September 30, August 29, 1995 to
2000 1999 September 30, 2000
------------ ------------ ------------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $ (10,752) $ (4,196) $ (60,738)
Non-cash items included
in net loss
Loss of sale of
Equipment - - 5,091
Amortization - 1,630 4,800
Depreciation - - 2,477
Rent 900 900 2,100
Decrease in stock
subscription receivable - 3,500 -
------------ ------------ ------------------
NET CASH FROM (USED) BY
OPERATING ACTIVITIES (9,852) 1,834 (46,270)
CASH FLOWS FROM INVESTING
ACTIVITIES
Organizational costs - - (2,800)
Purchase of equipment - - (13,668)
Proceeds from sale of
equipment - - 6,100
------------ ------------ ------------------
NET CASH (USED) BY
INVESTING ACTIVITIES - - (10,368)
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from sale of
common stock - - 48,593
Loan from shareholder 15,000 - 15,000
------------ ------------ ------------------
NET CASH FROM FINANCING
ACTIVITIES 15,000 - 63,593
NET INCREASE IN CASH 5,148 1,834 $ 6,955
=================
CASH AT BEGINNING
OF PERIOD 1,807 12
------------ ------------
CASH AT END OF PERIOD $ 6,955 $ 1,846
============ ============
The accompanying notes are an integral part of these financial statements
22
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on August 29, 1995
under the laws of the state of Nevada. The
business purpose of the Company is to provide
executive office facilities and services and
provide corporate registered agent service to
Nevada corporations.
The Company will adopt accounting policies and
procedures based upon the nature of future
transactions.
NOTE B: ORGANIZATION COSTS
Organization costs were originally capitalized and
were being amortized over 60 months. In January
of 1999, the unamortized balance of the
organization costs was expensed in the statement
of operations as amortization expense.
NOTE C: OFFERING COSTS
The offering costs which were incurred by the
Company in connection with a public stock offering
were offset against the net offering proceeds of
the stock offering.
NOTE D: PUBLIC STOCK OFFERING
In March of 1996, the Company completed the stock
offering and sold 534,250 shares of its common
stock at $.08 per share and received net proceeds
of $30,593 from that offering. The net proceeds
will be used to provide executive office
facilities and services and provide corporate
registered agent service to Nevada corporations.
NOTE E: INCOME TAXES
No provision for income taxes has been recorded in
the financial statements as the Company has
incurred net operating losses from the date of
inception through the current year. The Company
has net operating losses totaling $60,738 and
$49,649 that may be used to offset future taxable
income.
23
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
NOTE F: OFFICE EQUIPMENT AND DEPRECIATION
Office equipment is carried at cost. Expenditures
for the maintenance and repair are charged against
operations. Renewals and betterments that
materially extend the life of the asset are
capitalized.
Depreciation of the equipment is provided for
using the straight-line method over the estimated
useful lives for both federal income tax and
financing reporting.
All of the office equipment was sold and the
existing operations were discontinued in 1997.
The sale of the equipment resulted in a loss of
$5,091.
NOTE G: RELATED PARTY TRANSACTIONS
The Company retained a shareholder to assist with
the formation of the Company and issued 200,000
shares of its common stock for these services.
These services were valued at $2,000 or $.01 per
share.
The Company paid cash to a shareholder in the
amount of $2,500 in connection with the formation
of the Company and the preparation and
implementation of the business plan.
The Company has maintained an office at the office
of a shareholder during the 1999 and 2000 fiscal
year. The fair market vale of this office rent
has been reflected in the statement of operations
at $100 per month. The shareholder has agreed to
contribute this amount to the Company as
additional paid in capital.
A shareholder loaned $15,000 to the company in
January of 2000 in order to assist the Company
with working capital needs.
NOTE H: USE OF ESTIMATES
The preparation of financial statements in
conformity with generally accepted accounting
principals 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
the financials statements and the reported amounts
of revenue and expenses during the reporting
period. Actual results could differ from those
estimates.
24
<PAGE>
NOTE I: CANCELLATION OF SHARES
In November of 1998, in order to have a more
favorable capital structure, certain
shareholders/officers elected to cancel previously
issued shares of common stock. Of the 500,000
shares that were cancelled, 400,000 shares were
previously purchased by these
shareholders/officers at $.01 per share and
100,000 were issued to a shareholder/officer for
services rendered and valued at $01 per share.
25
<PAGE>
Ted A. Madsen
CERTIFIED PUBLIC ACCOUNTANT
684 EAST VINE STREET #3
MURRAY, UTAH 84107
TELEPHONE (801) 268-2632
FAX (801) 262-3978
TED A. MADSEN, CPA MEMBER: AMERICAN INSTIUTE OF
CERTIFIED PUBLIC ACCOUNTANTS
UTAH ASSOCIATION OF
CERTIFIED PUBLIC ACCOUNTANTS
CERTIFIED PUBLIC ACCOUNTANT
Board of Directors
Corporate Development Centers, Inc.
Salt Lake City, Utah
I have audited the accompanying balance sheet of Corporate
Development Centers, Inc. (a development stage company) as of
December 31, 1999 and the related statements of operations, cash
flows and changes in stockholders' equity for the period from
August 29, 1995 (date of inception) to December 31, 1999. These
financial statements are the responsibility of Corporate
Development Centers, Inc.'s management. My responsibility is to
express an opinion on these financial statements based on my
audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principals used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit of the financial statements provides a reasonable basis for
my opinion.
In my opinion, the accompanying financial statements present
fairly, in all material respects, the financial position of
Corporate Development Centers, Inc. as of December 31, 1999 and
the results of operations, cash flows and changes in
stockholders' e1quity for the period from August 29, 1995 (date
of inception) to December 31, 1999, in conformity with generally
accepted accounting principals.
Salt Lake City, Utah
/s/ Ted A. Madsen, CPA
January 25, 2000 Ted A. Madsen, CPA
26
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
Cash in bank $ 1,807
TOTAL ASSETS $ 1,807
==========
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Accounts Payable $ -
Total Liabilities -
Stockholders' Equity
Common stock, authorized 25,000,000 shares
At $.001 par value, issued and outstanding
1,234,250 shares 1,234
Additional paid-in capital 50,559
(Deficit) accumulated during the development stage (49,986)
----------
Total Stockholders' Equity 1,807
==========
TOTAL LIABILITES & STOCKHOLDER'S EQUITY $ 1,807
==========
The accompanying notes are an integral part of these financial statements
27
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999
(With Cumulative Figures From Inception)
From Inception,
Year ended August 29, 1995
December 31, 1999 to December 31, 1999
----------------- --------------------
RENTAL INCOME $ - $ 17,061
Expenses
Advertising - 1,657
Amortization 1,630 4,800
Cleaning - 1,803
Consulting - 3,605
Depreciation - 2,477
Fees - 1,083
Insurance - 414
Office Expenses 60 3,124
Rent 1,200 28,309
Professional Fees 1,645 7,753
Telephone - 5,731
Utilities - 1,200
----------------- --------------------
Total Expenses $ 4,535 $ 61,956
Other Income (Expense)
Loss on sale of office
Furniture - (5,091)
----------------- --------------------
Total Other Income
(Expense) - (5,091)
----------------- --------------------
Net (Loss) before
income taxes (4,535) (49,986)
Provisions for income
taxes - Note E - -
Net (loss) $ (4,535) $ (49,986)
----------------- ====================
Net (loss) per share $ (0.01)
=================
Weighted average shares
outstanding 1,234,250
=================
The accompanying notes are an integral part of these financial statements
28
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
(with cumulative figures from inception)
Additional Accum-
Common Stock Paid-in ulated
Shares Amount Capital (Deficit) Total
-------
Balance
August 29, 1995 - $ - $ - $ - $ -
Issuance of common
stock for cash @ .01
per share in August
of 1995 800,000 800 7,200 8,000
Issuance of common
stock for consulting
services rendered
valued at $2,000
@ .01 per share
in August of 1995 200,000 200 1,800 2,000
Net (loss)
for period - - - (1,920) (1,920)
--------- ------ ---------- ------- ------
Balance
December 31, 1995 1,000,000 1,000 9,000 (1,920) 8,080
Issuance of
common stock for
cash @.08 per
share in March of
1996 534,250 534 42,206 42,740
(Less) offering
costs (12,147) (12,147)
Net (loss) for
period - - - (21,567) (21,567)
--------- ------ ---------- ------- ------
Balance,
December 31, 1996 1,534,250 1,534 39,059 (23,487) 17,106
Net (loss) for
period - - - (15,228) (15,228)
--------- ------ ---------- ------- ------
Balance
December 31, 1997 1,534,250 1,534 39,059 (38,715) 1,878
Issuance of
common Stock for
cash @.05 per share
in November of 1997 200,000 200 9,800 10,000
Cancellation of
Common shares in
November of 1998 (500,000) (500) 500
Net (loss) for
period - - - (6,736) (6,736)
--------- ------ ---------- ------- ------
Balance
December 31, 1998 1,234,250 1,234 49,359 (45,451) 5,142
Additional paid
in capital
contributed by
shareholder - - 1,200 - 1,200
Net (loss) for
period - - - (4,535) (4535)
--------- ------ ---------- ------- ------
Balance,
December 31, 1999 1,234,250 $ 1,234 $ 50,559 $(49,986) $ 1,807
========= ====== ========== ======= ======
The accompanying notes are an integral part of these financial statements
29
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
(With Cumulative Figures From Inception)
From Inception,
Year ended August 29, 1995
December 31, to December 31,
1999 1999
------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (4,535) $ (49,986)
Non-cash items included in net loss
Loss of sale of equipment - 5,091
Amortization 1,630 4,800
Depreciation - 2,477
Rent 1,200 1,200
Decrease in stock subscription
Receivable 3,500 -
------------- ---------------
NET CASH FROM (USED) BY OPERATING
ACTIVITIES 1,795 (36,418)
CASH FLOWS FROM INVESTING ACTIVITIES
Organizational costs - (2,800)
Purchase of equipment - (13,668)
Proceeds from sale of equipment - 6,100
------------- ---------------
NET CASH (USED) BY
INVESTING ACTIVITIES - (10,368)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock - 48,593
------------- ---------------
NET CASH FROM FINANCING ACTIVITIES - 48,593
NET INCREASE IN CASH 1,795 $ 1,807
===============
CASH AT BEGINNING OF PERIOD 12
-------------
CASH AT END OF PERIOD $ 1,807
=============
The accompanying notes are an integral part of these financial statements
30
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on August 29, 1995
under the laws of the state of Nevada. The
business purpose of the Company is to provide
executive office facilities and services and
provide corporate registered agent service to
Nevada corporations.
The Company will adopt accounting policies and
procedures based upon the nature of future
transactions.
NOTE B: ORGANIZATION COSTS
Organization costs were originally capitalized and
were being amortized over 60 months. In January
of 1999, the unamortized balance of the
organization costs was expensed in the statement
of operations as amortization expense.
NOTE C: OFFERING COSTS
The offering costs which were incurred by the
Company in connection with a public stock offering
were offset against the net offering proceeds of
the stock offering.
NOTE D: PUBLIC STOCK OFFERING
In March of 1996, the Company completed the stock
offering and sold 534,250 shares of its common
stock at $.08 per share and received net proceeds
of $30,593 from that offering. The net proceeds
will be used to provide executive office
facilities and services and provide corporate
registered agent service to Nevada corporations.
NOTE E: INCOME TAXES
No provision for income taxes has been recorded in
the financial statements as the Company has
incurred net operating losses from the date of
inception through the current year. The Company
has net operating losses totaling $49,986 that may
be used to offset future taxable income.
NOTE F: OFFICE EQUIPMENT AND DEPRECIATION
Office equipment is carried at cost. Expenditures
for the maintenance and repair are charged against
operations. Renewals and betterments that
materially extend the life of the asset are
capitalized.
31
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE F: OFFICE EQUIPMENT AND DEPRECIATION (CONTINUED)
Depreciation of the equipment is provided for
using the straight-line method over the estimated
useful lives for both federal income tax and
financing reporting.
All of the office equipment was sold and the
existing operations were discontinued in 1997.
The sale of the equipment resulted in a loss of
$5,091.
NOTE G: RELATED PARTY TRANSACTIONS
The Company retained a shareholder to assist with
the formation of the Company and issued 200,000
shares of its common stock for these services.
These services were valued at $2,000 or $.01 per
share.
The Company paid cash to a shareholder in the
amount of $2,500 in connection with the formation
of the Company and the preparation and
implementation of the business plan.
The Company has maintained an office at the office
of a shareholder during the 1999 and 2000 fiscal
year. The fair market vale of this office rent
has been reflected in the statement of operations
at $100 per month. The shareholder has agreed to
contribute this amount to the Company as
additional paid in capital.
NOTE H: USE OF ESTIMATES
The preparation of financial statements in
conformity with generally accepted accounting
principals 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
the financials statements and the reported amounts
of revenue and expenses during the reporting
period. Actual results could differ from those
estimates.
NOTE I: CANCELLATION OF SHARES
In November of 1998, in order to have a more
favorable capital structure, certain
shareholders/officers elected to cancel previously
issued shares of common stock. Of the 500,000
shares that were cancelled, 400,000 shares were
previously purchased by these
shareholders/officers at $.01 per share and
100,000 were issued to a shareholder/officer for
services rendered and valued at $01 per share.
32
<PAGE>
Ted A. Madsen
CERTIFIED PUBLIC ACCOUNTANT
684 EAST VINE STREET #3
MURRAY, UTAH 84107
TELEPHONE (801) 268-2632
FAX (801) 262-3978
TED A. MADSEN, CPA MEMBER: AMERICAN INSTIUTE OF
CERTIFIED PUBLIC ACCOUNTANTS
UTAH ASSOCIATION OF
CERTIFIED PUBLIC ACCOUNTANTS
CERTIFIED PUBLIC ACCOUNTANT
Board of Directors
Corporate Development Centers, Inc.
Salt Lake City, Utah
I have audited the accompanying balance sheet of Corporate
Development Centers, Inc. (a development stage company) as of
December 31, 1998 and the related statements of operations, cash
flows and changes in stockholders' equity for the period from
August 29, 1995 (date of inception) to December 31, 1998. These
financial statements are the responsibility of Corporate
Development Centers, Inc.'s management. My responsibility is to
express an opinion on these financial statements based on my
audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principals used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit of the financial statements provides a reasonable basis for
my opinion.
In my opinion, the accompanying financial statements present
fairly, in all material respects, the financial position of
Corporate Development Centers, Inc. as of December 31, 1998 and
the results of operations, cash flows and changes in
stockholders' e1quity for the period from August 29, 1995 (date
of inception) to December 31, 1998, in conformity with generally
accepted accounting principals.
Salt Lake City, Utah
/s/ Ted A. Madsen, CPA
January 25, 2000 Ted A. Madsen, CPA
33
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Cash in bank $ 12
Organization costs less accumulated
Amortization of $3,170 1,630
Stock subscription receivable 3,500
----------
TOTAL ASSETS $ 5,142
==========
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities $ -
Total Liabilities -
Stockholders' Equity
Common stock, authorized 25,000,000 shares
at $.001 par value, issued and outstanding
1,234,250 shares 1,234
Additional paid-in capital 49,359
(Deficit) accumulated during the development stage (45,451)
----------
Total Stockholders' Equity 5,142
==========
TOTAL LIABILITES & STOCKHOLDER'S EQUITY $ 5,142
==========
The accompanying notes are an integral part of these financial statements
34
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998
(With Cumulative Figures From Inception)
From Inception,
Year Ended August 29, 1995
December 31, 1998 to December 31, 1998
----------------- --------------------
Rental Income $ - $ 17,061
Expenses
Advertising - 1,657
Amortization 962 3,170
Cleaning - 1,803
Consulting - 3,605
Depreciation - 2,477
Fees 178 1,083
Insurance - 414
Office Expenses - 3,064
Rent - 27,109
Professional Fees 5,596 6,108
Telephone - 5,731
Utilities - 1,200
----------------- --------------------
Total Expenses 6,736 57,421
Other Income (Expense)
Loss on sale of office furniture - (5,091)
----------------- --------------------
Total Other Income (Expense) - (5,091)
----------------- --------------------
Net (Loss) before income taxes (6,736) $ (45,451)
Provision for income taxes - Note E - -
----------------- --------------------
Net (loss) $ (6,736) $ (45,451)
================= ====================
Net (loss) per share $ (0.01)
=================
Weighted average shares outstanding 1,234,250
=================
The accompanying notes are an integral part of these financial statements
35
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1998
(with cumulative figures from inception)
Additional Accum-
Common Stock Paid-in ulated
Shares Amount Capital (Deficit) Total
-------
Balance
August 29, 1995 - $ - $ - $ - $ -
Issuance of
common stock for
cash @ .01 per
share in August
of 1995 800,000 800 7,200 8,000
Issuance of
common stock for
consulting
services rendered
valued at $2,000
@ .01 per share
in August of 1995 200,000 200 1,800 2,000
Net (loss) for
period - - - (1,920) (1,920)
--------- ------ ---------- ------- ------
Balance
December 31, 1995 1,000,000 1,000 9,000 (1,920) 8,080
Issuance of
common stock for
cash @.08 per
share in March of
1996 534,250 534 42,206 42,740
(Less) offering
costs (12,147) (12,147)
Net (loss) for
period - - - (21,567) (21,567)
--------- ------ ---------- ------- ------
Balance,
December 31, 1996 1,534,250 1,534 39,059 (23,487) 17,106
Net (loss) for
Period - - - (15,228) (15,228)
--------- ------ ---------- ------- ------
Balance
December 31, 1997 1,534,250 1,534 39,059 (38,715) 1,878
Issuance of
common Stock
for cash @.05 per
share in November
of 1998 200,000 200 9,800 10,000
Cancellation of
Common shares in
November 1998 (500,000) (500) 500
Net (loss) for
period - - - (6,736) (6,736)
--------- ------ ---------- ------- ------
Balance
December 31, 1998 1,234,250 $ 1,234 $ 49,359 $(45,451) $ 5,142
========= ====== ========== ======= ======
The accompanying notes are an integral part of these financial statements
36
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1998
(With Cumulative Figures From Inception)
From inception,
Year Ended August 29, 1995
December 31, 1998 to December 31, 1998
----------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (6,736) $ (45,451)
Non-cash items included in net loss
Loss of sale of equipment - 5,091
Amortization 962 3,170
Depreciation - 2,477
Decrease in stock subscription
receivable (3,500) (3,500)
Decrease in accounts payable (714) -
----------------- --------------------
NET CASH FROM (USED) BY
OPERATING ACTIVITIES (9,988) (38,213)
CASH FLOWS FROM INVESTING ACTIVITIES
Organizational costs - (2,800)
Purchase of equipment - (13,668)
Proceeds from sale of equipment - 6,100
NET CASH (USED) BY INVESTING
ACTIVITIES - (10,368)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of
common stock 10,000 48,593
NET CASH FROM
FINANCING ACTIVITIES 10,000 48,593
----------------- --------------------
NET INCREASE IN CASH 12 $ 12
CASH AT BEGINNING OF PERIOD -
----------------
CASH AT END OF PERIOD $ 12
================
The accompanying notes are an integral part of these financial statements
37
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on August 29, 1995 under
the laws of the state of Nevada. The business purpose
of the Company is to provide executive office
facilities and services and provide corporate
registered agent service to Nevada corporations.
The Company will adopt accounting policies and
procedures based upon the nature of future transactions
NOTE B: ORGANIZATION COSTS
Organization costs were capitalized and amortized over 60 months.
NOTE C: OFFERING COSTS
The offering costs which were incurred by the Company
in connection with a public stock offering were offset
against the net offering proceeds of the stock offering.
NOTE D: PUBLIC STOCK OFFERING
In March of 1996, the Company completed the stock
offering and sold 534,250 shares of its common stock at
$.08 per share and received net proceeds of $30,593
from that offering. The net proceeds will be used to
provide executive office facilities and services and
provide corporate registered agent service to Nevada
corporations.
NOTE E: INCOME TAXES
No provision for income taxes has been recorded in the
financial statements as the Company has incurred net
operating losses from the date of inception through the
current year. The Company has net operating losses
totaling $45,451 that may be used to offset future
taxable income.
NOTE F: OFFICE EQUIPMENT
Office equipment is carried at cost. Expenditures for
the maintenance and repair are charged against
operations. Renewals and betterments that materially
extend the life of the assets are capitalized.
38
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE F: OFFICE EQUIPMENT AND DECPRECIATION (CONTINUED)
Depreciation of the equipment is provided for using the
straight-line method over the estimated useful lives
for both federal income tax and financing reporting.
All of the office equipment was sold and the existing
operations were discontinued in 1997. The sale of the
equipment resulted in a loss of $5,091.
NOTE G: RELATED PARTY TRANSACTIONS
The Company retained a shareholder to assist with the
formation of the Company and issued 200,000 shares of
its common stock for these services. These services
were valued at $200 or $.001 per share.
The Company paid cash to a shareholder in the amount of
$2,500 in connection with the formation of the Company
and the preparation and implementation of the business
plan.
NOTE H: USE OF ESTIMATES
The preparation of financial statements in conformity
with generally accepted accounting principles 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 the financial statements and the reported
amounts of revenue and expenses during the reporting
period. Actual results could differ from those
estimates.
NOTE I: CANCELLATION OF SHARES
In November of 1998, in order to have a more favorable
capital structure, certain shareholders/officers
elected to cancel previously issued shares of common
stock. Of the 500,000 shares that were cancelled,
400,000 shares were previously purchased by these
shareholders/officers at $.01 per share and 100,000
were issued to a shareholder/officer for services
rendered and valued at $01 per share.
39
<PAGE>
Ted A. Madsen
CERTIFIED PUBLIC ACCOUNTANT
684 EAST VINE STREET #3
MURRAY, UTAH 84107
TELEPHONE (801) 268-2632
FAX (801) 262-3978
TED A. MADSEN, CPA MEMBER: AMERICAN INSTIUTE OF
CERTIFIED PUBLIC ACCOUNTANTS
UTAH ASSOCIATION OF
CERTIFIED PUBLIC ACCOUNTANTS
CERTIFIED PUBLIC ACCOUNTANT
Board of Directors
Corporate Development Centers, Inc.
Salt Lake City, Utah
I have audited the accompanying balance sheet of Corporate
Development Centers, Inc. (a development stage company) as of
December 31, 1997 and the related statements of operations, cash
flows and changes in stockholders' equity for the period from
August 29, 1995 (date of inception) to December 31, 1997. These
financial statements are the responsibility of Corporate
Development Centers, Inc.'s management. My responsibility is to
express an opinion on these financial statements based on my
audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principals used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit of the financial statements provides a reasonable basis for
my opinion.
In my opinion, the accompanying financial statements present
fairly, in all material respects, the financial position of
Corporate Development Centers, Inc. as of December 31, 1997and
the results of operations, cash flows and changes in
stockholders' e1quity for the period from August 29, 1995 (date
of inception) to December 31, 1997, in conformity with generally
accepted accounting principals.
Salt Lake City, Utah
/s/ Ted A. Madsen, CPA
January 25, 2000 Ted A. Madsen, CPA
40
<PAGE>
CORPORATE DEVELOMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1997
ASSETS
Organizational costs less accumulated
amortization of $2,208 $ 2,592
----------
TOTAL ASSETS $ 2,592
==========
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Accounts payable $ 712
Bank overdraft payable 2
----------
Total Liabilites 714
Stockholders' Equity
Common stock, authorized 25,000,000 shares
at $.001 par value, issued and outstanding
1,534,250 shares 1,534
Additional paid-in capital 39,059
Deficit accumulated during the Development stage (38,715)
----------
Total Stockholders' Equity 1,878
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,592
==========
The accompanying notes are an integral part of these financial statements
41
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1997
(With Cumulative Figures From Inception)
From Inception,
Year ended August 29, 1995
December 31, 1997 to December 31, 1997
----------------- --------------------
Rental income $ - $ 17,061
Expenses
Advertising - 1,657
Amortization 964 2,208
Cleaning - 1,803
Consulting - 3,605
Depreciation - 2,477
Fees 35 905
Insurance - 414
Office expense 1,052 3,064
Rent 5,754 27,109
Professional fees - 512
Telephone 1,974 5,731
Utilities 358 1,200
----------------- --------------------
Total expenses 10,137 50,685
Other income (Expense)
Loss on sale of
office furniture (5,091) (5,091)
----------------- --------------------
Total Other
Income (Expense) (5,091) (5,091)
----------------- --------------------
Net (loss) before income taxes (15,228) (38,715)
Provision for income taxes
- Note E - -
----------------- --------------------
Net (loss) $ (15,228) $ (38,715)
================= ====================
Net (loss) per share $ (0.01)
=================
Weighted average shares
outstanding 1,534,250
=================
The accompanying notes are an integral part of these financial statements
42
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997
(with cumulative figures from inception)
Additional Accum-
Common Stock Paid-in ulated
Shares Amount Capital (Deficit) Total
-------
Balance
August 29, 1995 - $ - $ - $ - $ -
Issuance of
common stock for
cash @ .01 per
share in August
of 1995 800,000 800 7,200 8,000
Issuance of
common stock for
consulting
services rendered
valued at $2,000
@ .01 per share
in August of 1995 200,000 200 1,800 2,000
Net (loss) for
period - - - (1,920) (1,920)
--------- ------ ---------- ------- ------
Balance
December 31, 1995 1,000,000 1,000 9,000 (1,920) 8,080
Issuance of
common stock for
cash @.08 per
share in March of
1996 534,250 534 42,206 42,740
(Less) offering
costs (12,147) (12,147)
Net (loss) for
period - - - (21,567) (21,567)
--------- ------ ---------- ------- ------
Balance,
December 31, 1996 1,534,250 1,534 39,059 (23,487) 17,106
Net (loss) for
period - - - (15,228) (15,228)
--------- ------ ---------- ------- ------
Balance
December 31, 1997 1,534,250 $ 1,534 $ 39,059 $(38,715) $ 1,878
========= ======= ========== ======== ==========
The accompanying notes are an integral part of these financial statements
43
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1997
(With Cumulative Figures From Inception)
From Inception,
Year Ended August 29, 1995
December 31, 1997 to December 31, 1999
----------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (15,228) $ (38,715)
Noncash items included in net loss
Loss of sale of equipment 5,091 5,091
Amortization 964 2,208
Depreciation - 2,477
Increase in accounts payable 2 714
Decrease in deposits 2,660 -
----------------- --------------------
NET CASH (USED) BY
OPERATING ACTIVITIES (6,511) (28,225)
CASH FLOWS FROM INVESTING ACTIVITIES
Organizational costs - (2,800)
Purchase of equipment - (13,668)
Proceeds from sale of equipment 6,100 6,100
----------------- --------------------
NET CASH FROM (USED) BY
INVESTING ACTIVITIES 6,100 (10,368)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of commons tock - 38,593
----------------- --------------------
NET CASH FROM
FINANCING ACTIVITIES - 38,593
NET INCREASE IN CASH (411) $ -
====================
CASH AT BEGINNING OF PERIOD 411
-----------------
CASH AT END OF PERIOD $ -
=================
The accompanying notes are an integral part of these financial statements
44
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1997
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on August 29, 1995 under
the laws of the state of Nevada. The business purpose
of the Company is to provide executive office
facilities and services and provide corporate
registered agent service to Nevada corporations.
The Company will adopt accounting policies and
procedures based upon the nature of future
transactions.
NOTE B ORGANIZATION COSTS
Organization costs were capitalized and amortized over
60 months.
NOTE C The offering costs which were incurred by the Company
in connection with a public stock offering were offset
against the net offering proceeds of the stock
offering.
NOTE D PUBLIC STOCK OFFERING
In March of 1996, the Company completed the stock
offering and sold 534,250 shares of its common stock at
$.08 per share and received net proceeds of $30,593
from that offering. The net proceeds will be used to
provide executive office facilities and services and
provide corporate registered agent service to Nevada
corporations.
NOTE E INCOME TAXES
No provision for income taxes has been recorded in the
financial statements as the Company has incurred net
operating losses from the date of inception through the
current year. The Company has net operating losses
totaling $38,715 that may be used to offset future
taxable income.
NOTE F OFFICE EQUIPMENT
Office equipment is carried at cost. Expenditures for
the maintenance and repair are charged against
operations. Renewals and betterments that materially
extend the life of the asset are capitalized.
45
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1997
NOTE F: OFFICE EQUPMENT AND DEPRECIATION (CONTINUED)
Deprecation of equipment is provided for using the
straight-line method over the estimated useful lives
for both federal income tax and financial reporting.
All of the office equipment was sold and the existing
operations were discontinued in 1997. The sale of the
equipment resulted in a loss of $5,091.
NOTE G RELATED PARTY TRANSACTIONS
The Company has retained one of its shareholders to
assist with the formation of the Company and issued
200,000 shares of its common stock for these services.
These services were valued at $200 or $.001 per share.
The Company paid to pay one of its shareholders $2,500
in connection with the formation of the Company and the
preparation and implementation of the business plan.
NOTE H: USE OF ESTIMATES
The preparation of financial statements in conformity
with generally accepted accounting principles 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 the financial statements and the reported
amounts of revenue and expenses during the reporting
period. Actual results could differ from those
estimates.
The accompanying notes are an integral part of these financial statements
46
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
Copies of the following documents are included as exhibits to this report
pursuant to Item 601 of Regulation S-B.
Exhibits
Exhibits Title of Document
No.
3.1 Articles of Incorporation (1)
3.2 By-Laws(1)
16 Letter from former accountant
23 Consent of Auditor
27 Financial Data Schedule
(1) Previously filed as an exhibit to the Company's Form 10-SB
on October 1, 1999.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant caused this registration statement to be
signed on its behalf by the undersigned thereunto duly
authorized.
CORPORATE DEVELOPMENT CENTERS, INC.
Date: December 6, 2000 By: /s/ Richard M. Bench
Richard M. Bench, President
The accompanying notes are an integral part of these financial statements
47
