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Previous: COMPOSITE SOLUTIONS INC, 10KSB, EX-10.6, 2001-01-16 |
Next: GROVE INVESTORS LLC/PA, 10-K405, 2001-01-16 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 8, 2000
COLUMBUS NETWORKS CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 0-27953 98-0187538
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
#100 - 1295 STEVENS ROAD, KELOWNA, BRITISH COLUMBIA, CANADA V1Z 2S9
(Address of principal executive offices) (Zip Code)
(250) 769-8099
Registrant's telephone number, including area code
GOLDEN RIVER RESOURCES INC.
2420 PANDOSY STREET, KELOWNA, BRITISH COLUMBIA, CANADA V1Y 1T8
(Former name or former address, if changed since last report)
Exhibit index on consecutive page 3
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
See the disclosure in Item 5 below.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See the disclosure in Item 5 below.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS
On December 8, 2000, the registrant closed its acquisition of Columbus
Networks Corporation, a privately-held British Columbia corporation
("Columbus"), pursuant to the terms of a Share Exchange Agreement dated
October 30, 2000 (the "Share Exchange Agreement"). Columbus is now a
wholly-owned subsidiary of the registrant.
In connection with the acquisition, the registrant effected a 1-for-4
reverse stock split of its outstanding shares of common stock and
changed its name to Columbus Networks Corporation. The registrant's new
CUSIP number is 199463 10 0 and its new trading symbol is CLMK.
The registrant has issued 14,955,475 (post-reverse split) shares of its
common stock to the shareholders of Columbus. There are now 20,859,250
shares of common stock of the registrant issued and outstanding.
The registrant's management now consists of designees from Columbus,
with the exception of Mr. Watts:
Roger Watts - Chairman of the Board of Directors
Dan Collins - President and CEO and Director
Scott McLean - Vice President and CFO and Director
Greg Shannon - Corporate Secretary and Director
Mervyn Weiss - Director
Vern Berg - Director
2
<PAGE>
Effective December 11, 2000, the executive offices of the registrant
will be located at the facilities of Columbus in Kelowna, British
Columbia.
Columbus provides sector-specific electronic recruitment services to
educators, school districts, universities and private educational
employers in the education systems of Canada and United States.
Services include on-line resume services, job postings, a bookstore,
electronic application forms as well as other related services that
meet the needs of the client. Columbus intends to expand the scope of
services within their education networks by adding unique entry portals
for students, teachers and employers. These portals will be distinctive
storefronts to other resources, services and features that will benefit
both the employer and educators. Columbus also operates the Global ESL
Network that provides recruitment services to ESL (English as a Second
Language) institutes around the world.
ITEM 6... RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7... FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: The audited
statements for the year ended June 30, 2000, were previously
filed. The unaudited statements for the three months ended
September 30, 2000, are filed herewith.
(b) Pro forma financial information: Previously filed.
<TABLE>
<CAPTION>
(c) Exhibits
REGULATION CONSECUTIVE
S-K NUMBER DOCUMENT PAGE NUMBER
<S> <C> <C>
2.1 Share Exchange Agreement dated October 30, 2000 (1)<F1> N/A
3.1 Certificate of Amendment to Articles of Incorporation (2)<F2> N/A
--------------------
<FN>
(1)<F1> Incorporated by reference to the registrant's
definitive proxy statement filed November 7, 2000.
(2)<F2> Previously Filed.
</FN>
</TABLE>
ITEM 8...CHANGE IN FISCAL YEAR
Not applicable.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COLUMBUS NETWORKS CORPORATION
January 9, 2001 By: /s/ Dan Collins
--------------------------------
Dan Collins, President and CEO
4
<PAGE>
FINANCIAL STATEMENTS OF
COLUMBUS NETWORKS CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
PERIOD ENDED SEPTEMBER 30, 2000
5
<PAGE>
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Balance Sheets
September 30, 2000 and June 30, 2000
$ United States
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
(Unaudited - prepared
by Management)
ASSETS
Current assets
<S> <C> <C>
Cash $ 26,273 $ 31,986
Accounts receivable 68,477 7,239
Receivable from directors (note 3) 18,758 -
Prepaid expenses and deposits 3,419 5,825
---------- ----------
116,927 45,050
Fixed assets 55,559 51,271
Website development 48,407 19,790
---------- ----------
$ 220,893 $ 116,111
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 49,795 $ 34,459
Unearned revenue 127,759 25,115
Payable to directors - 825
---------- ----------
177,554 60,399
Subscription for shares - 1,689
Stockholders' Equity
Capital stock 395,833 293,178
Deficit accumulated during the development stage (355,181) (241,191)
Accumulated other comprehensive income
Cumulative translation adjustment 2,687 2,036
---------- ----------
43,339 54,023
Subsequent events (note 5)
---------- ----------
$ 220,893 $ 116,111
========== ==========
</TABLE>
Approved by the Board:
,Director
------------------------------
,Director
------------------------------
6
<PAGE>
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Statements of Operations
Three month periods ended September 30, 2000 and 1999
(Unaudited - prepared by Management)
$ United States
<TABLE>
<CAPTION>
Predecessor Business
(note 2 (a))
From Inception Three months Three months
(March 3, 1999) ended ended
to September 30, September 30, September 30,
2000 2000 1999
<S> <C> <C> <C>
Fee revenue $ 66,217 $ 28,066 $36,971
Interest and other income 1,971 17 5 -
----------- ----------- --------
68,188 28,241 36,971
Expenses
Advertising and promotion 21,155 3,875 642
Amortization - fixed assets 9,711 4,503 516
Amortization - website development 1,725 1,239 -
Automotive 17,133 7,325 2,821
Bank charges 1,199 433 70
Consulting 5,667 5,667 -
Conferences 14,018 6,112 -
Inducement fee 18,996 - -
Insurance 1,260 36 -
Internet fees 20,675 5,437 431
Licences, fees and dues 3,120 71 -
Office 12,521 3,877 636
Professional fees 31,769 12,911 366
Rent 18,809 6,339 607
Repairs and maintenance 3,363 1,751 -
Telephone 7,405 2,356 2,002
Training 1,022 - -
Travel 17,952 4,086 1,044
Wages and benefits 213,311 76,213 -
Website development 2,558 - 10,391
----------- ----------- --------
423,369 142,231 19,526
----------- ----------- --------
(Loss) net income $ (355,181) $ (113,990) $17,445
=========== =========== ========
Weighted average number of shares 3,584,241 7,617,250
Loss per share (0.10) $(0.01)
=========== ===========
</TABLE>
7
<PAGE>
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Statement of Stockholders' Equity and Comprehensive Income
Three month period ended September 30, 2000
(Unaudited - prepared by Management)
$ United States
<TABLE>
<CAPTION>
Deficit
Accumulated Accumulated
During the Other Total
Class A common shares Class B common shares Development Comprehensive Stockholders'
Shares Amount Shares Amount Stage Income Equity
<S> <C> <C> <C> <C> <C> <C> <C>
Balances,
June 30, 2000 6,380,000 $293,177 1,000,000 $ 1 $(241,191) $2,036 $ 54,023
Shares issued
for acquisition
of assets
(note 4 (a)) 100,000 16,821 - - - - 16,821
Shares issued upon
conversion of
share subscriptions
(note 4 (b)) 10,000 1,689 - - - - 1,689
Shares issued for
cash at Cdn $0.25
(US $0.17) per
share (note 4 (c)) 543,800 91,468 - - - - 91,468
Share issue costs - (7,323) - - - - (7,323)
--------- --------- --------- ----- ---------- ------ ----------
7,033,800 395,832 1,000,000 1 (241,191) 2,036 156,678
Comprehensive
income
Loss for the
period - - - - (113,990) - (113,990)
Foreign currency
translation
adjustment - - - - - 651 651
--------- --------- --------- ----- ---------- ------ ----------
Comprehensive
income (loss) - - - - (113,990) 651 (113,339)
--------- --------- --------- ----- ---------- ------ ----------
Balance,
September 30,
2000 7,033,800 $395,832 1,000,000 $ 1 $(355,181) $2,687 $ 43,339
========= ========= ========= ===== ========== ====== ==========
</TABLE>
8
<PAGE>
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Statements of Cash Flows
Three month periods ended September 30, 2000 and 1999
(Unaudited - prepared by Management)
$ United States
<TABLE>
<CAPTION>
Predecessor Business
(note 2 (a))
From Inception Three months Three months
(March 3, 1999) ended ended
to September 30, September 30, September 30,
2000 2000 1999
<S> <C> <C> <C>
Cash provided by (used in):
Operating activities:
Cash receipts from customers $ 106,502 $ 62,233 $ 18,795
Cash receipts from interest and other income 1,971 175 -
Cash paid to suppliers and employees (346,560) (111,508) (10,262)
----------- ----------- ---------
(238,087) (49,100) 8,533
Financing activities:
Decrease in payable to directors - (825) -
Issuance of shares 377,321 84,145 -
Subscription for shares 1,689 - -
Partners' contributions - - 27,785
Bank indebtedness - - (364)
----------- ----------- ---------
379,010 83,320 27,421
Investing activities:
Increase in receivable from directors (18,758) (18,758) -
Purchase of fixed assets (65,268) (8,791) (4,248)
Website development costs capitalized (33,311) (13,035) -
----------- ----------- ---------
(117,337) (40,584) -
Foreign currency translation adjustment 2,687 651 -
----------- ----------- ---------
Increase (decrease) in cash 26,273 (5,713) 31,706
Cash, beginning of period - 31,986 -
----------- ----------- ---------
Cash, end of period $ 26,273 $ 26,273 $ 31,706
=========== =========== =========
Supplementary Information:
Interest paid $ - $ - $ -
Income taxes paid - - -
Non-cash financing and investing activities:
Common shares issued for fixed assets 2 - -
Common shares issued for acquisition of assets 16,821 16,821 -
Common shares issued on conversion
of share subscriptions 1,689 1,689 -
=========== =========== =========
</TABLE>
9
<PAGE>
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Financial Statements
Three month period ended September 30, 2000
(Unaudited - prepared by Management)
$ United States
1. NATURE OF OPERATIONS:
The company was incorporated under the laws of the Province of British
Columbia on March 3, 1999 and began operations on December 1, 1999. The
major activity of the company is developing electronic recruitment
websites including educationcanada.com, educationamerica.net and
globalesl.net.
2. ACCOUNTING POLICIES:
(a) Basis of presentation:
In accordance with the rules and regulations of the Securities and
Exchange Commission, a predecessor entity's financial statements are
required to be presented in specified U.S. Securities filing
documents. Accordingly, the amounts presented for the three months
ended September 30, 1999 in the statements of operations and cash
flows are those of a predecessor partnership. The financial
information presented as at September 30, 2000 and for the three
months ended September 30, 2000 and 1999 and for the period from
inception (March 3, 1999) to September 30, 2000 is unaudited,
however, in the opinion of management, all adjustments (consisting
solely of normal recurring items) necessary for the fair presentation
of these unaudited amounts in conformity with accounting principles
generally accepted in the United States have been made.
(b) Translation of financial statements:
The company operates in Canada and its operations, and therefore its
functional currency, are conducted in Canadian currency.
These financial statements have been translated into United States
dollars. The method of translation applied is as follows:
i) Assets and liabilities are translated at the rate of exchange in
effect at the balance sheet date, being U.S. $1.00 per Cdn.
$1.4862 (June 30, 2000, US $1.00 per CDN $1.4806).
ii) Revenue and expenses are translated at the exchange rate in
effect at the transaction date.
iii) The net adjustment arising from the translation is recorded in a
separate component of stockholders' equity called "cumulative
translation adjustment" which is included in the "accumulated
other comprehensive income."
10
<PAGE>
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Financial Statements
Three month period ended September 30, 2000
(Unaudited - prepared by Management)
$ United States
3. RECEIVABLE FROM DIRECTORS:
The receivable from directors does not bear interest, is unsecured and is
demand in nature.
4. ISSUANCES OF CAPITAL STOCK:
(a) During the three months ended September 30, 2000 the Company issued
100,000 Class A common shares in exchange for the ownership of a
website and associated domain names. The fair value of the shares
issued, aggregating $16,821, approximated the fair value of the
assets acquired.
(b) During the three months ended September 30, 2000 the Company issued
10,000 Class A common shares for stock subscriptions of $1,689
received prior to June 30, 2000.
(c) During the three months ended September 30, 2000 the Company issued
543,800 Class A common shares for aggregate cash proceeds of $91,468.
5. SUBSEQUENT EVENTS:
(a) Effective November 30, 2000 the Company signed a share exchange
agreement with Golden River Resources Inc. ("Golden River"), the
shares of which are listed and posted for trading on the facilities
of the over-the-counter bulletin board market in the United States.
The agreement contemplates that all of the shareholders of the
Company will exchange their common shares for approximately 70%,
prior to the issuance of 2,097,232 Class A common shares for
brokerage fees and common shares sold in a recent private placement
by Golden River, of the common shares of Golden River. The shares of
Golden River received by the shareholders of the Company may be
subject to escrow. The transaction, if completed as contemplated,
will be accounted for by the purchase method as a reverse take-over
with the Company identified as the acquirer which is deemed to
acquire Golden River.
Subsequent to September 30, 2000, the Company issued 2,097,232 Class
A common shares for brokerage fees related to the share exchange with
Golden River described above. The fair value of the shares issued,
aggregating $352,784, approximated the fair value of the brokerage
services received.
(b) On October 10, 2000 the Company issued 300,000 Class A common shares
for services to be performed. The fair value of the shares issued,
aggregating $50,464, approximates the fair value of the services to
be received.
(c) Subsequent to September 30, 2000 the Company issued 24,000 Class A
common shares for aggregate cash proceeds of $4,037.
11
<PAGE>
COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Financial Statements
Three month period ended September 30, 2000
(Unaudited - prepared by Management)
$ United States
6. STATEMENT OF CASH FLOWS:
Cash flows from operating activities prepared under the indirect method
are as follows:
<TABLE>
<CAPTION>
Predecessor Business
(note 2 (a))
From Inception Three months Three months
(March 3, 1999) ended ended
to September 30, September 30, September 30,
2000 2000 1999
<S> <C> <C> <C>
(Loss) net income $(355,181) $(113,990) $17,445
Non-cash item:
Amortization 11,436 5,742 516
Accounts receivable (68,477) (61,238) (11,249)
Prepaid expenses and deposits (3,419) 2,406 -
Accounts payable and accrued liabilities 49,795 15,336 8,748
Unearned revenue 127,759 102,644 (6,927)
---------- ---------- --------
$(238,087) $ (49,100) $ 8,533
========== ========== ========
</TABLE>
12
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