U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1 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
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Part I .......................................................................................2
1. Description of Business................................................................2
2. Management's Discussion and Analysis or Plan of Operations.............................8
3. Description of Properties.............................................................10
4. Security Ownership of Certain Beneficial Owners and Management........................10
5. Directors, Executive Officers, Promoters and Control Persons
6. Executive Compensation................................................................11
7. Certain Relationships and Related Transactions........................................12
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8. Description of Securities.............................................................12
Part II
1. Market Price of and Dividends on the Registrant's Common Equity.........................
and Related Stockholder Matters.......................................................13
2. Legal Proceedings.....................................................................14
3. Changes in and Disagreements with Accountants.........................................14
4. Recent Sales of Unregistered Securities...............................................14
5. Indemnification of Directors and Officers.............................................15
Part F/S
Financial Statements.......................................................................17
Part III .....................................................................................45
1. Index to Exhibits.....................................................................45
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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
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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 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. 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
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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.
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.
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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. 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 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
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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 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
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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 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
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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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
Results of Operations
Six month period ended June 30, 2000
The Company had no revenue from continuing operations or from any other
source for the six month period ended June 30, 2000.
General and administrative expenses for the six month period ended June
30, 2000, consisted of general corporate administration, legal and professional
expenses, rent, and accounting and auditing costs. These expenses totaled
$10,452as opposed to $2,266 for the same six month time period ended June 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 $10,932 for the six months ended
June 30, 2000, which is equal to the expenses incurred the same period of time
together with $480 of amortized capitalized organization costs.
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
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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.
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 June 30, 2000, the Company had working capital of $6,955, enough to
meet the cash requirements of the Company for approximately six 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
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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.
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.
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Common Percent of
Name and Address Shares Class
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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
Larry Snyder 100,000 8%
8011 Firebrand Court
Henderson, Nevada 89014
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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.
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.
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Name Age Position (1) Since
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Richard M. Bench 58 President and Director 1998
Don L. Oborn 67 Secretary/treasurer and Director 1999
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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
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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. 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. Jim Rostad and Larry Snyder
were each issued 200,000 shares of common stock in exchange for $2,000. Stanley
K. Stilwell received 200,000 shares of common stock in exchange for services
rendered in connection with the formation of the Company. These transactions
were approved by the board of directors which consisted of Jim Rostad, Judy
Rostad and Larry Snyder. The transactions were also consented to by the
shareholders of the Company which consisted of Jim Rostad, Larry Snyder, David
Dorton, Stephen J. Nicolatus and Stanley K. Stilwell. It should be noted that
each of the members of the board of directors was also a promoter and each
shareholder who approved the transactions was also a promoter with the exception
of David Dorton and Stephen J. Nicolatus. It should be further noted that David
Dorton and Stephen J. Nicolatus also each received 200,000 shares of common
stock in the Company for payment of $2,000.
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
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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.
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 September 21, 1999, there was approximately 47 holders of record of
the Company's Common Stock.
13
<PAGE>
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 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. 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.
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 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.
14
<PAGE>
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 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
15
<PAGE>
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.
16
<PAGE>
PART F/S
FINANCIAL STATEMENTS
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 2000 and 1999
<TABLE>
<CAPTION>
ASSETS
2000 1999
--------- -------
<S> <C> <C>
Cash in bank $ 6,955 $ 1,846
Organization costs less accumulated
Amortization of $4,610 and $3,650 190 1,150
---------- --------
TOTAL ASSETS $ 7,145 $ 2,996
========== ========
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 50,559 49,959
(Deficit) accumulated during the development
stage (59,648) (48,197)
---------- --------
Total Stockholders' Equity (Deficit) (7,855) (2,996)
---------- --------
TOTAL LIABILITES & STOCKHOLDER'S
EQUITY (DEFICIT) $ 7,145 $ 2,996
========== ========
</TABLE>
17
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED
JUNE 30, 2000 AND 1999
(With Cumulative Figures From Inception)
<TABLE>
<CAPTION>
From Inception,
Six Months Ended Six Months Ended August 29, 1995
June 30, 2000 June 30, 1999 to June 30, 2000
---------------------- ------------------------- -----------------------
<S> <C> <C> <C>
Rental Income $ - $ - $ 17,061
Expenses
Advertising - - 1,657
Amortization 480 480 4,610
Cleaning - - 1,803
Consulting - - 3,605
Depreciation - - 2,477
Fees 350 - 1,433
Insurance - - 414
Office Expenses - 21 3,124
Rent 600 600 28,909
Professional Fees 9,502 1,645 17,255
Telephone - - 5,731
Utilities - - 1,200
---------- ----------- -----------
Total Expenses 10,932 2,746 72,218
Other Income (Expense)
Loss on sale of office furniture - - (5,091)
---------- ----------- -----------
Total Other Income (Expense) - - (5,091)
---------- ----------- -----------
Net (loss) before income taxes (10,932) (2,746) (60,248)
Provision for income - Note E - - -
---------- ----------- -----------
Net (loss) $ (10,932) $ (2,746) $ (60,248)
========== =========== ===========
Net (loss) per share $ (0.0089) $ (0.0022) $ (0.0488)
========== =========== ===========
Weighted average shares
outstanding 1,234,250 1,234,250 1,234,250
========== =========== ===========
</TABLE>
18
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999
(With Cumulative Figures From Inception)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital (Deficit) Total
<S> <C> <C> <C> <C> <C>
Balance
August 29, 1995 - $ - $ - $ - $ -
Issuance of common stock
for cash @ .01 per share 800,000 800 7,200 8,000
Issuance of common stock
for services rendered @
.01 per share 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 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 200,000 200 9,800 10,000
Cancellation of
Common shares (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
</TABLE>
19
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999
(With Cumulative Figures From Inception)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital (Deficit) Total
<S> <C> <C> <C> <C> <C>
Balance
December 31, 1998 1,234,250 934 49,359 (52,187) 8,406
Net (loss) for period - - - (2,746) (2,746)
--------- ----------- ------------ ----------- -----------
Balance
June 30, 1999 2,468,500 2,168 49,959 (48,197) 10,802
Additional paid in capital
contributed by shareholder 600 - 600
Net (loss) for period - - - (1,119) (1,119)
--------- ----------- ------------ ----------- -----------
Balance,
December 31, 1999 2,468,500 2,168 50,559 (49,316) 10,283
--------- ----------- ------------ ----------- -----------
Additional paid in capital
contributed by shareholder 600 600
Net (loss) for period - - - (10,932) (10,932)
--------- ----------- ------------ ----------- -----------
Balance,
June 30, 2000 1,234,250 $ 1,234 $ 51,159 $ (60,248) $ (49)
========= =========== ============ =========== ===========
</TABLE>
20
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(With Cumulative Figures From Inception)
<TABLE>
<CAPTION>
Six months Six months From Inception
ended ended August 29, 1995
June 30, 2000 June 30, 1999 To June 30, 2000
------------------ ------------------ -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net Loss $ (10,932) $ (2,746) $ (60,248)
Non-cash items included in net loss
Loss of sale of equipment - - 5,091
Amortization 480 480 4,610
Depreciation - - 2,477
Rent 600 600 1,800
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
============ ==========
</TABLE>
21
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 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 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 $60,248 and
$49,316 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.
22
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000 AND 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.
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.
23
<PAGE>
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.
January 25, 2000
Salt Lake City, Utah
/Ted A. Madsen
--------------
Ted A. Madsen, CPA
24
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash in bank $ 1,807
Organization costs less accumulated
Amortization of $4,130 670
----------
TOTAL ASSETS $ 2,477
==========
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 (49,316)
----------
Total Stockholders' Equity 2,477
==========
TOTAL LIABILITES & STOCKHOLDER'S EQUITY $ 2,477
==========
</TABLE>
The accompanying notes are an integral part of these financial statements
25
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999
(With Cumulative Figures From Inception)
<TABLE>
<CAPTION>
From Inception,
Year ended August 29, 1995
December 31, 1999 to December 31, 1999
----------------- --------------------
<S> <C> <C>
RENTAL INCOME $ - $ 17,061
Expenses
Advertising - 1,657
Amortization 960 4,130
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 $ 3,865 $ 61,286
Other Income (Expense)
Loss on sale of office furniture - (5,091)
----------------- ----------------
Total Other Income (Expense) - (5,091)
----------------- ----------------
Net (Loss) before income taxes (3,865) (49,316)
Provisions for income taxes - Note E - -
----------------- ----------------
Net (loss) $ (3,865) $ (49,316)
================= ================
Net (loss) per share $ (0.0031) $ (0.0400)
================= ================
Weighted average shares outstanding 1,234,250 1,234,250
================= ================
</TABLE>
The accompanying notes are an integral part of these financial statements
26
<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)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital (Deficit) Total
<S> <C> <C> <C> <C> <C>
Balance
August 29, 1995 - $ - $ - $ - $ -
Issuance of common stock for cash
@ .01 per share 800,000 800 7,200 8,000
Issuance of common stock for
services rendered @ .01 per share 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 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 200,000 200 9,800 10,000
Cancellation of
Common shares (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 - - - (3,865) (3,865)
---------- ------------- -------------- ---------- -------------
Balance,
December 31, 1999 1,234,250 $ 1,234 $ 50,559 $ (49,316) $ 2,477
========== ============= ============== ========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements
27
<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)
<TABLE>
<CAPTION>
From Inception,
Year ended August 29, 1995
December 31, 1999 to December 31, 1999
------------------- ---------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (3,865) $ (49,316)
Non-cash items included in net loss
Loss of sale of equipment - 5,091
Amortization 960 4,130
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
===========
</TABLE>
The accompanying notes are an integral part of these financial statements
28
<PAGE>
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 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 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 $60,248 and
$49,316 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.
29
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000 AND 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.
30
<PAGE>
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.
January 25, 2000
Salt Lake City, Utah
/Ted A. Madsen
--------------
Ted A. Madsen, CPA
31
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998
<TABLE>
<S> <C>
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
==========
</TABLE>
The accompanying notes are an integral part of these financial statements
32
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998
(With Cumulative Figures From Inception)
<TABLE>
<CAPTION>
From Inception,
Year Ended August 29, 1995
December 31, 1998 to December 31, 1998
----------------------- --------------------
<S> <C> <C>
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 $ (0.0055) $ (0.0368)
====================== =================
Weighted average shares outstanding 1,234,250 1,234,250
====================== =================
</TABLE>
The accompanying notes are an integral part of these financial statements
33
<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)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital (Deficit) Total
<S> <C> <C> <C> <C> <C>
Balance
August 29, 1995 - $ - $ - $ - $ -
Issuance of common stock for cash
@ .01 per share 800,000 800 7,200 8,000
Issuance of common stock for
services rendered @ .01 per share 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 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 200,000 200 9,800 10,000
Cancellation of
Common shares (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
========= ============ ============= =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements
34
<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)
<TABLE>
<CAPTION>
From inception
Year Ended August 29, 1995 to
December 31, 1998 December 31, 1998
<S> <C> <C>
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
===============
</TABLE>
The accompanying notes are an integral part of these financial statements
35
<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 $40,103 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.
36
<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.
37
<PAGE>
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.
January 25, 2000
Salt Lake City, Utah
/Ted A. Madsen
--------------
Ted A. Madsen, CPA
38
<PAGE>
CORPORATE DEVELOMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1997
<TABLE>
<S> <C>
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
=============
</TABLE>
The accompanying notes are an integral part of these financial statements
39
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1997
(With Cumulative Figures From Inception)
<TABLE>
<CAPTION>
From Inception
Year ended August 29, 1995
December 31, 1997 To December 31, 1997
<S> <C> <C>
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 $ (0.0099) $ (0.0252)
=============== =================
Weighted average shares outstanding 1,534,250 1,534,250
=============== =================
</TABLE>
The accompanying notes are an integral part of these financial statements
40
<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)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital (Deficit) Total
<S> <C> <C> <C> <C> <C>
Balance
August 29, 1995 - $ - $ - $ - $ -
Issuance of common stock for cash
@ .01 per share 800,000 800 7,200 8,000
Issuance of common stock for
services rendered @ .01 per share 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 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
========= =========== ========== =========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements
41
<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)
<TABLE>
<CAPTION>
From Inception,
Year ended August 29, 1995
December 31, 1997 To December 31, 1999
<S> <C> <C>
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 $ -
==================
</TABLE>
The accompanying notes are an integral part of these financial statements
42
<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 $40,103 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 asset are capitalized.
The accompanying notes are an integral part of these financial statements
43
<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
44
<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 Location
No.
3.1 Articles of Incorporation (1)
3.2 By-Laws (1)
23 Consent of Auditor Page 49
27 Financial Data Schedule Page 50
(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: September 21, 1999 By: (Signature)
Richard M. Bench, President
The accompanying notes are an integral part of these financial statements
45
<PAGE>
Exhibit 23
Consent of Auditor
I hereby consent to the use in this Amendment No. 1 to the Form 10-SB for
Corporate Development Centers Inc., of my reports dated January 25, 2000,
relating to the December 31, 1999, 1998, and 1997 financial statements of
Corporate Development Centers Inc.
Ted A. Madsen
Salt Lake City, Utah
September 1, 2000
The accompanying notes are an integral part of these financial statements
46
