U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
---------------------------------------------
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15
(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________to________________
Commission File Number: 000-28565
---------------------------------
CRCB CORPORATION
(Exact name of small business issuer as specified in its charter)
Florida 65-0820046
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(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
350 E. Las Olas Boulevard, Suite 1700, Fort Lauderdale, Florida 33301
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(Address of Principal executive offices)
Issuer's telephone number, including area code: (954) 763-1200
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.)
YES X NO
----------------
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 2,650,000 shares as of May 12,
2000.
<PAGE>
CRCB CORPORATION
Form 10-QSB for the quarter ended March 31, 2000
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This discussion in this quarterly report regarding CRCB and our
business and operations contains "forward-looking statements." These
forward-looking statements use words such as "believes," "intends," "expects,"
"may," "will," "should," "plan," "projected," "contemplates," "anticipates," or
similar statements. These statements are based on our beliefs, as well as
assumptions we have used based upon information currently available to us.
Because these statements reflect our current views concerning future events,
these statements involve risks, uncertainties and assumptions. Actual future
results may differ significantly from the results discussed in the
forward-looking statements. A reader, whether investing in our common stock or
not, should not place undue reliance on these forward-looking statements, which
apply only as of the date of this annual report.
When used in this Quarterly Report on Form 10-QSB, "CRCB,", "we,"
"our," and "us" refers to CRCB Corporation.
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2000 and 1999
and the Period From July 1, 1997 (Date of Inception) to March 31, 2000
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
--------
INDEPENDENT ACCOUNTANTS' REPORT 1
- -------------------------------
FINANCIAL STATEMENTS
- --------------------
BALANCE SHEET 2
STATEMENTS OF OPERATIONS 3
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY 4
STATEMENTS OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6
- -----------------------------
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
To the Shareholders
CRCB CORPORATION
We have reviewed the accompanying balance sheet of CRCB Corporation (a
development stage company) as of March 31, 2000 and the related statements of
operations, changes in stockholders' equity, and cash flows for the three months
ended March 31, 2000 and 1999 and for the period from July 1, 1997 (date of
inception) to March 31, 2000. These financial statements are the responsibility
of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on information furnished to us by management, we believe certain
disclosures required under generally accepted accounting principles have been
omitted as permitted under Rule 10-01(a) of Regulation S-X of the Securities and
Exchange Commission for financial statements filed with Form 10-QSB. These
regulations presume the users of interim financial statements have read the
latest Form 10-KSB which includes all disclosures required by generally accepted
accounting principles. The accompanying interim financial statements disclose
only material transactions, uncertainties, commitments, contingencies or
subsequent events.
Based on our review, with the exception of the matter described in the preceding
paragraph, we are not aware of any material modifications that should be made to
the accompanying financial statements for them to be in conformity with
generally accepted accounting principles.
The accompanying statement of operations, and cash flows of CRCB Corporation for
the three month period ended March 31, 1999 were not audited or reviewed by us
and, accordingly, we do not express an opinion on them.
LONDON WITTE & COMPANY, P.A.
Certified Public Accountants
May 8, 2000
-1-
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
March 31, 2000
A S S E T S
<TABLE>
<CAPTION>
<S> <C>
CURRENT ASSETS
Cash $ 13
-------
TOTAL CURRENT ASSETS 13
-------
TOTAL ASSETS $ 13
=======
L I A B I L I T I E S A N D S T O C K H O L D E R S ' E Q U I T Y
CURRENT LIABILITIES
Accounts payable $ 1,000
-------
TOTAL CURRENT LIABILITIES 1,000
-------
STOCKHOLDERS' EQUITY
Common stock, par value $.001 per share;
10,000,000 shares authorized; 2,650,000
shares issued and outstanding 2,650
Preferred stock, par value $.001 per share;
1,000,000 shares authorized; no shares
issued and outstanding 0
Additional paid-in capital 1,296
Deficit accumulated during the development
stage (4,933)
-------
TOTAL STOCKHOLDERS' EQUITY (987)
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13
=======
</TABLE>
See accompanying notes and accoutants' report.
-2-
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2000 and 1999
and the Period From July 1, 1997 (Date of Inception) to March 31, 2000
INCEPTION
TO
March 31, March 31, March 31,
2000 1999 2000
---- ---- ----
REVENUES $ 0 $ 0 $ 0
OPERATING EXPENSES:
General and administrative 1,000 0 4,933
---------- ---------- ----------
NET LOSS BEFORE INCOME TAXES (1,000) 0 (4,933)
INCOME TAX EXPENSE (BENEFIT) 0 0 0
---------- ---------- ----------
NET LOSS $ (1,000) $ 0 $ (4,933)
========== ========== ==========
LOSS PER COMMON SHARE 0.00 0.00
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 2,650,000 2,650,000
========== ==========
See accompanying notes and accoutants' report.
-3-
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Months Ended March 31, 2000
and the Period From July 1, 1997 (Date of Inception) to March 31, 2000
<TABLE>
<CAPTION>
COMMON STOCK
AND CAPITAL TOTAL
IN EXCESS ACCUMULATED STOCKHOLDERS'
SHARES OF PAR VALUE DEFICIT EQUITY
------ ------------ ------- ------
<S> <C> <C> <C> <C>
BALANCES AT JULY 1, 1997 0 $ 0 $ 0 $ 0
July 1, 1997 - Issuance of
common stock in exchange
for organizational costs 2,606,000 2,606 0 2,606
Contributions of capital 0 0 0 0
Net Loss 0 0 (2,606) (2,606)
---------- ---------- ---------- ----------
BALANCES AT DECEMBER 31, 1997 2,606,000 2,606 (2,606) 0
From April 1, 1998 to
April 10, 1998 - Issuance
of common stock at $.01
per share 14,000 140 0 140
From October 9, 1998 to
November 10, 1998 -
Issuance of common stock
at $.01 per share 30,000 300 0 300
Contribution of capital 0 150 0 150
Net Loss 0 0 (150) (150)
---------- ---------- ---------- ----------
BALANCES AT DECEMBER 31, 1998 2,650,000 $ 3,196 $ (2,756) $ 440
Contributions of capital 0 250 0 250
Net Loss 0 0 (1,177) (1,177)
---------- ---------- ---------- ----------
BALANCES AT DECEMBER 31, 1999 2,650,000 $ 3,446 $ (3,933) $ (487)
Contributions of capital 0 500 0 500
Net Loss 0 0 (1,000) (1,000)
---------- ---------- ---------- ----------
BALANCES AT MARCH 31, 2000 2,650,000 $ 3,946 $ (4,933) $ (987)
========== ========== ========== ==========
</TABLE>
See accompanying notes and accoutants' report.
-4-
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2000 and 1999
and the Period From July 1, 1997 (Date of Inception) to March 31, 2000
<TABLE>
<CAPTION>
INCEPTION
TO
March 31, March 31, March 31,
2000 1999 2000
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,000) $ 0 $(4,933)
------- ------- -------
Adjustments to reconcile net
loss to net cash used by
operating activities
Changes in assets and liabilities:
Increase in accounts payable 500 0 1,000
------- ------- -------
Net cash used by operating activities (500) 0 (3,933)
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used by investing activities 0 0 0
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions of capital 500 0 1,296
Proceeds from common stock issuance 0 0 2,650
------- ------- -------
Net cash provided by financing
activities 500 0 3,946
------- ------- -------
NET INCREASE (DECREASE) IN CASH 0 0 13
CASH AND EQUIVALENTS, BEGINNING 13 390 0
------- ------- -------
CASH AND EQUIVALENTS, ENDING $ 13 $ 390 $ 13
======= ======= =======
</TABLE>
See accompanying notes and accoutants' report.
-5-
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2000 and
1999 And the Period from July 1, 1997 (Date of Inception)
to March 31, 2000
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-SB and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments), considered necessary for a fair presentation
have been included.
Operating results for the three months ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2000. For further information, refer to the Company's financial statements and
footnotes for the year ended December 31, 1999.
-6-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Plan of Operation
We are a development stage company and we have not engaged in any
material operations or had any revenues from operations since our inception. At
March 31, 2000 we had negative working capital of $987. Our net losses of $1,000
and $0 for the three months ended March 31, 2000 and 1999, respectively,
resulted from costs associated with organizational expenses.
During fiscal 2000 we plan to seek out a merger or acquisition with an
unidentified private entity (a "Business Opportunity"). We believe that this
plan of operations can be conducted through the efforts of current management.
We anticipate that Business Opportunities will be available to us through the
contacts of Ms. Beilly and Mr. Pearlman. We anticipate that the investigation of
specific Business Opportunities and the negotiation, drafting and execution of
relevant agreements, and other instruments will be done by Ms. Beilly and Mr.
Pearlman or under their direction. We plan to investigate, to the extent
believed reasonable by us, such potential Business Opportunities. No assurance
can be given, however, that we will discover or adequately evaluate adverse
facts about the Business Opportunity to be acquired.
Inasmuch as we will have no funds available to us in our search for
Business Opportunities, we will not be able to expend significant funds on a
complete and exhaustive investigation of potential Business Opportunities. We
anticipate that we will incur nominal expenses in the implementation of our
business plan described herein. Because we have no capital with which to pay
these expenses, our present management will pay any charges with their personal
funds, as interest free loans to us. However, the only opportunity which we have
for repayment of these loans will be from the successful consummation of a
Business Opportunity. The repayment of any loans made on behalf of us will not
impede, or be made conditional in any manner, to consummation of a proposed
transaction.
We have no particular Business Opportunity in mind and have not entered
into any negotiations regarding any Business Opportunity. None or our
management, affiliates or any promoters have engaged in any preliminary contact
or discussions with any representative of any other company regarding the
possibility of a Business Opportunity between us and such other company as of
the date of this Quarterly Report. We will not restrict our search to any
specific business, industry, or geographical location, and we may participate in
a Business Opportunity of virtually any kind or nature. This discussion of the
proposed business is purposefully general and is not meant to be restrictive of
potential Business Opportunities. We anticipate that we will be able to
participate in only one potential Business Opportunity because we have no assets
and limited financial resources.
7
<PAGE>
To date, we have not developed any criteria for the selection of Business
Opportunities.
We will seek to expand through acquisitions which are not currently
identified and which entail risks, which you will not have a basis to evaluate.
We may seek to expand our operations by acquiring companies in businesses that
we believe will complement or enhance our business. We cannot assure you that we
will be able to ultimately effect any acquisition, successfully integrate any
acquired business in our operations or otherwise successfully develop our
operations. We have not established any minimum criteria for any acquisition and
our management may have complete discretion in determining the terms of any
acquisition. Consequently, there is no basis for you to evaluate the specific
merits or risks of any potential acquisition that we may undertake.
Due to general economic conditions, rapid technological advances being
made in some industries and shortages of available capital, we believe that
there are numerous firms seeking the perceived benefits of a fully reporting
public company. These perceived benefits may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statutes) for all
shareholders and other factors.
Potentially, available Business Opportunities may occur in many
different industries and at various stages of development, all of which make the
task of comparative investigation and analysis of such Business Opportunities
extremely difficult and complex. We do not and will not have capital to provide
the owner's of Business Opportunities with any significant cash or other assets.
However, we believe we can offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a publicly registered
company without incurring the cost and time required to become a fully reporting
company or to conduct an initial public offering. The owners of the Business
Opportunities will, however, incur significant legal and accounting costs in
connection with the reporting obligations under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including preparing and filing Forms 8-K,
10-K or 10-Q, and agreements and related reports and documents. The Exchange Act
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with
the Exchange Act. Nevertheless, we have not conducted market research and are
not aware of statistical data which would support the perceived benefits for the
owners of a Business Opportunity.
We believe that there is a demand by non-public corporations for shell
corporations that are publicly registered companies. We believe that demand for
shells has increased dramatically since the SEC imposed burdensome requirements
on "blank check" companies pursuant to Regulation 419 of the Securities Act of
1933, as amended (the "Securities Act"). This regulation has decreased
substantially the number of "blank check" offerings filed with the SEC and, as a
result, has stimulated an increased demand for shell corporations. We have made
the foregoing assumption, but there is no assurance that the same is accurate or
correct and accordingly, no assurance can be made that we will be
8
<PAGE>
successful in locating a Business Opportunity.
Prior to making a decision regarding a Business Opportunity, we plan to
request that we be provided with written materials regarding the Business
Opportunity containing such items as a description of products, services and
company history; management resumes; financial information; available
projections with related assumptions which they are based; evidence of existing
patents, trademarks or services marks or rights thereto; present and proposed
forms of compensation as to management; a description of transactions between
the prospective entity and its affiliates during relevant periods; a description
of present and required facilities; an analysis of risk and competitive
conditions; and other information deemed relevant.
Upon the consummation of a transaction, we anticipate that our present
management and shareholders will no longer be in control of CRCB. In addition,
our two directors may, as part of the terms of the acquisition transaction,
resign and be replaced by new directors without a vote of our shareholders, or
may sell their stock in CRCB. We do not plan to raise any capital at the present
time, by private placement, public offerings, pursuant to Regulation S
promulgated under the Securities Act, or by any means whatsoever. Further, there
are no plans, proposals, arrangements or understandings with respect to the sale
or issuance of additional securities prior to the location of a Business
Opportunity.
We anticipate that any securities issued as a result of a Business
Opportunity will be issued in reliance upon exemption from registration under
applicable federal and state securities laws. In some circumstances, however, as
a negotiated element of our transaction, we may agree to register all or a part
of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after we have
successfully consummated a Business Opportunity and we are no longer considered
a "shell" company. Until such time as this occurs, we will not attempt to
register any additional securities. The issuance of substantial additional
securities and their potential sale into any trading market which may develop in
our securities may have a depressive effect on the value of our securities in
the future, if such a market develops, of which there is no assurance. The
completion of any Business Opportunity may result in a significant issuance of
shares and substantial dilution to our present shareholders.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None.
9
<PAGE>
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
No. Description
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
10
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned as
duly authorized.
CRCB Corporation
(Registrant)
/s/ Roxanne K. Beilly
---------------------
Roxanne K. Beilly
President
Dated: May 15, 2000
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from CRCB
Corporation Balance Sheet, Statement of Income and Statement of Changes in
Stockholder's Equity for the three months ended March 31, 2000 and is qualified
in it's entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 13
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13
<CURRENT-LIABILITIES> 1,000
<BONDS> 0
0
0
<COMMON> 2,650
<OTHER-SE> (3,637)
<TOTAL-LIABILITY-AND-EQUITY> 13
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (1,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,000)
<EPS-BASIC> (.004)
<EPS-DILUTED> (.004)
</TABLE>
