U.S. Securities and Exchange Commission
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) - December 31, 1999
CRCB Corporation
----------------
(Exact name of registrant as specified in its charter)
Florida 000-28565 65-0820046
- - --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
350 East Las Olas Boulevard, Suite 1700, Fort Lauderdale, FL 33301
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code 954-763-1200
--------------
Securities registered under Section 12(b) of the Exchange Act:
none
----------------------------------------
(Title of each class)
Name of each exchange on which registered
not applicable
----------------------------------------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock
----------------------------------------
----------------------------------------
(Title of Class)
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 [ ]
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]
<PAGE>
State issuer's revenues for its most recent fiscal year. The issuer had
no revenues for the 12 months ended December 31, 1999.
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days. There is no market for the issuer's securities.
State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date. As of April 4, 2000, 2,650,000
shares of common stock are issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB into which the document
is incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) of
the Securities Act of 1933 ("Securities Act"). Not Applicable.
Transitional Small Business Disclosure Form (check one):
Yes No X
---- ----
<PAGE>
This discussion in this annual report regarding CRCB Corporation 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 the 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 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 Annual Report on Form 10-KSB, "CRCB,", "we," "our,"
and "us" refers to CRCB Corporation.
PART I
Item 1. Description of Business
Our History
We were incorporated on July 1, 1997 under the name CRCB Corporation.
We have not been involved in any bankruptcy, receivership or similar proceeding.
We have not been involved in any material reclassification, merger,
consolidation, or purchase or sale or a significant amount of assets not in the
ordinary course of business.
Our Business
We are a development stage company and have had no operations. Other
than issuing shares to our shareholders, we have never commenced any operational
activities. As such, we have no specific products, services, or business. We can
be defined as a "shell" company whose sole purpose at this time is to locate and
consummate a merger or acquisition with an unidentified private entity (a
"Business Opportunity").
In December 1999, we voluntarily registered our common stock under the
Securities Exchange Act of 1934 (the "Exchange Act") under a registration
statement on Form 10-SB. We elected to file the registration statement and
become subject to the reporting requirements of Section 13 of the Exchange Act
because we believe it will be advantageous to us in attracting a Business
Opportunity candidate. We believe a Business Opportunity will involve a
transaction with a corporation not requiring cash or assets, but which desires
to establish both a public market for its common stock and the perceived
advantages of status as an Exchange Act registered corporation. There is no
assurance that our assumption is correct.
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Federal and state tax consequences will likely be major considerations
in any Business Opportunity we may undertake. Currently, such transactions may
be structured so as to result in tax-free treatment to the parties to the
transaction, pursuant to various federal and state tax provisions. We intend to
structure any Business Opportunity so as to minimize the federal and state tax
consequences to both ourselves and the target entity; however, there can be no
assurance that such Business Opportunity will meet the statutory requirements of
a tax-free reorganization or that the parties will obtain the intended tax-fee
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties of the transaction.
Sections 13 and 15(d) of the Exchange Act require companies which are
subject to those rules provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two or three years, depending on the relative size of the
acquisition. The time and additional costs that maybe incurred by some target
entities to prepare such statements may preclude our consummation of an
otherwise desirable acquisition. Acquisition prospects that do not have or are
unable to obtain the required audited financial statements may not be
appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable.
We have not conducted, nor have others made available to us, results or
market research indicating that market demand exists for the transactions
contemplated by us. However, we do not presently have, and do not plan to
establish, a marketing organization. Even in the event a Business Opportunity is
identified for merger or acquisition contemplated by us, there is no assurance
we will be successful in completing such Business Opportunity.
Competition
We are and will continue to be a limited competitor in the business of
seeking business opportunities with private companies. A large number of
established and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies which may be desirable Business
Opportunity candidates for us. Nearly all such entitles have significantly
greater experience and financial resources, technical expertise and managerial
capabilities than we do. Consequently, we will be at a competitive disadvantage
in identifying possible Business Opportunities and successfully completing a
Business Opportunity.
Intellectual Property
We have no patents, trademarks, licenses, franchises, concessions,
royalty agreements or labor contracts.
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Government Regulation
The proposed business activities described herein classify us as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their states. We
do not intend to undertake any offering of our securities, either debt or
equity, until such time as we have successfully implemented our business plan
that we describe herein.
Roxanne K. Beilly and Charles B. Pearlman, our principal shareholders,
have expressed an intention not to sell their respective shares until we have
successfully completed a merger or acquisition, and we are no longer classified
as a "blank check" company.
Transferability of our shares of common stock is very limited because a
significant number of states have enacted regulations or "blue sky" laws
restricting or, in many instances prohibiting, the initial sale and subsequent
resale of securities of "blank check" companies, such as CRCB, within that
state. In addition, many states while not specifically prohibiting the issuance
of securities may restrict securities of "blank check" companies, such as CRCB,
within that state. Further, many states, while not specifically prohibiting or
restricting securities of "blank check" companies, would require us to register
our securities for sale or resale in their states. We currently have no plan to
register any of our securities with any state. To ensure that any state laws are
not violated through the resale of our securities, we will refuse to register
the transfer of any of our securities to residents of any state which prohibits
such resale if no exemption is available for such resales. We do not anticipate
that a secondary trading market for our securities will develop in any state
until subsequent to consummation of a Business Opportunity, if at all.
Although we are subject to regulation under the Exchange Act, we
believe we will not be subject to regulation under the Investment Company Act of
1940, insofar as we will not be engaged in the business of investing or trading
in securities.
Employees
We currently have no full or part-time employees. There are no
collective bargaining agreements or employment agreements with Ms. Beilly or Mr.
Pearlman, our sole officers and directors. Both Ms. Beilly and Mr. Pearlman are
involved in other full-time business activities and they participate in the
running of the CRCB on a part-time basis as needed without compensation. We do
not plan to make any change in the number of our employees to evaluate Business
Opportunities. The need for additional employees and their availability will be
addressed in connection with our decision of whether or not to pursue a Business
Opportunity.
Item 2. Description of Property
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We do not own or lease any real or personal property. We currently
operate without charge out of space donated by Atlas Pearlman, P.A., a law firm
of which Ms. Beilly and Mr. Pearlman, our officers, directors and principal
shareholders, are partners. We believe that this space is sufficient for us at
this time.
We have no preliminary agreements or understandings with respect to the
office facility subsequent to the completion of a Business Opportunity. Upon
closure of a Business Opportunity, we plan to relocate our office to that of the
Business Opportunity candidate.
We have no policy with respect to investments in real estate or
interests in real estate and no policy with respect to investments in real
estate mortgages. Further, we have no policy with respect to investments in
securities of or interests in persons primarily engaged in real estate
activities.
Item 3. Legal Proceedings
We are not a party to any legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
There has never been any established "public market" for shares of our
common stock. We intend to submit for quotation of our common stock on the OTC
Bulletin Board; however, we do not expect any public market for our common stock
will develop until we complete an acquisition, reorganization or merger. In any
event, no assurance can be given that any market for our common stock will
develop or be maintained. If a public market ever develops in the future, the
sale of "unregistered" and "restricted" shares of common stock pursuant to Rule
144 of the Securities Act by members of our management may have a substantial
adverse impact on any such public market, and all of the current and former
members of management have already satisfied the "holding period" requirements
of Rule 144.
Blue Sky Considerations.
The laws of some states prohibit the resale of securities issued by
blank check or shell corporations. We are considered a "blank check" or "shell"
corporation for the purpose of state securities laws. Accordingly, it is
possible that current shareholders may be unable to resell their securities in
other states. Additionally, because each state has a series of exempt securities
predicated upon the particular facts of each transaction, it is not
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possible to determine if a proposed transaction by an existing shareholder would
violate the securities laws of any particular state. In the event an existing
shareholder or broker/dealer resells our securities in a state where such resale
is prohibited, We believe that the seller thereof maybe liable criminally, or
civilly under that particular state's laws. Existing shareholders should
exercise caution in the resale of their shares of common stock in light of the
foregoing.
Penny Stock Considerations
Penny stocks are generally defined as equity securities with a price of
less than $5.00. Broker-dealer practices in connection with transactions in
penny stocks are regulated by certain rules adopted by the SEC. These penny
stock rules required a broker-dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules generally require that prior to a transaction in
penny stock, the broker-dealer make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level
of trading activity in the secondary market for a stock that becomes subject to
the penny stock rules. Our shares will likely be subject stock rules and our
shareholders will in all likelihood find it difficult to sell their securities.
Holders
The number of record holders of our common stock as of April 4, 2000 is
approximately 67.
Dividend Policy
We have never paid cash dividends on our common stock or our preferred
stock. We do not anticipate that we will have any earnings until such time as we
consummate a merger, acquisition or business combination with a Business
Opportunity. The future dividend policy will depend on our earnings, capital
requirements, expansion plans, financial condition and other relevant factors.
Item 6. Management's Discussion and Analysis or Plan of Operation
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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
December 31, 1999 we had negative working capital of $487. Our net losses of
$1,177 and $150 for the years ended December 31, 1999 and 1998, respectively,
resulted from costs associated with organizational expenses.
During fiscal 2000 we plan to seek out Business Opportunity candidates.
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 Annual 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. 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
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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 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.
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 successful in locating a Business
Opportunity.
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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.
Item 7. Financial Statements
Our audited financial statements for the years ended December 31, 1999
and 1998, and for the period from July 1, 1997 (date of inception) to December
31, 1999 are included in this report beginning on page F-1.
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
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PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The following table sets forth the names, positions with CRCB and ages
of our executive officers and directors. Directors are elected at our annual
meeting of shareholders, and will serve for one year or until their successors
are elected and qualified. Officers are elected by the board or directors, and
their terms of office are at the discretion of the board or directors. There are
no family relationships among directors and executive officers
Name Age Position
- - ---- --- --------
Charles B. Pearlman 54 Chairman of the Board, Vice President
and Secretary
Roxanne K. Beilly 38 President, Chief Executive Officer,
Treasurer and Director
Charles B. Pearlman. Mr. Pearlman has been chairman of the board of
directors, vice president and secretary of CRCB since our inception in July
1997. Mr. Pearlman, a founding partner of the law firm of Atlas Pearlman, P.A.,
has been with the firm since October 1982. Mr. Pearlman primarily represents
private and publicly owned corporate clients and investment banking firms. Mr.
Pearlman is a member of both the Florida and New York Bars and the Broward
County and American Bar Associations. Mr. Pearlman received a B.S. degree from
the Wharton School at the University of Pennsylvania and a J.D. from Brooklyn
Law School.
Roxanne K. Beilly. Ms. Beilly, a founder of CRCB, has been a director
and our president, chief executive officer and treasurer since our inception in
July 1997. Ms. Beilly is a partner of the law firm of Atlas, Pearlman, P.A. and
a member of The Florida Bar and American Bar Association. Ms. Beilly joined
Atlas Pearlman, P.A. in 1993. Ms. Beilly has represented both corporate clients
and investment banking firms in a large number of initial public offerings and
private placements for more than nine years. Ms. Beilly received a B.S. degree
from the University of Nebraska and a J.D. from Nova Southeastern University.
Involvement in Certain Legal Proceedings
In the last five years, no director, executive officer, promoter or
control person of CRCB has been involved in any legal proceedings material to
the evaluation of the ability
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or integrity of any of the aforementioned persons. Specifically, during the past
five years, no present or former director, executive officer or person nominated
to become a director or an executive officer of CRCB was:
- a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of
the bankruptcy or two years prior to that time;
- convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and
other minor offenses);
- subject to any order, judgment or decree, of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in
any type of business, securities or banking activities; or
- found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or
commodities law.
Compliance With Section 16(a) of the Exchange Act
We did not become subject to the reporting requirements of the Exchange
Act until February 18, 2000, and, accordingly our officers, directors and
principal shareholders were not required to file reports required by Section
16(a) of the Exchange Act during fiscal 1999.
Item 10. Executive Compensation
Cash Compensation
The following table summarizes all compensation recorded by us in each
of the last two fiscal years for our chief executive officer and each other
executive officers serving as such whose annual compensation exceeded $100,000.
<TABLE>
<CAPTION>
Long - Term
Annual Compensation Compensation Awards
------------------- -------------------
Name and Other Annual Restricted Options All Other
Principal Position Year Salary Bonus Compensation Stk Awds SARs(#) LTIP Compen.
- - ------------------ ---- ------ ----- ------------ -------- ------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Roxanne K. Beilly 1999 $0 $0 0 0 0 0
president, chief 1998 $0 $0 0 0 0 0
executive officer,
treasurer and director
</TABLE>
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No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to our management during the fiscal years ended
December 31, 1999 or 1998. Further, no member of our management has been granted
any option or stock appreciation rights; accordingly, no tables relating to such
items have been included in this Annual Report.
<TABLE>
<CAPTION>
OPTION GRANTS IN YEAR ENDED DECEMBER 31, 1999
Individual Grants
-----------------
No. of Securities % of Total Options
Underlying Granted to Employees Exercise Expiration
Name Options Granted in Fiscal Year Price Date
- - --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Roxanne K. Beilly,
president, chief
executive officer
treasurer and director 0 0 0 0
</TABLE>
AGGREGATE OPTION EXERCISES IN YEAR ENDED DECEMBER 31, 1999
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
No. of Securities
Underlying Options Value of Unexercised
Shares Options at In-the-Money options at
Acquired on Value December 31, 1999 December 31, 1999
----------------- -----------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- - -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Roxanne K. Beilly
president, chief
executive officer,
treasurer and 0 n/a n/a n/a n/a n/a
director
</TABLE>
Compensation of Directors
There are no standard arrangements pursuant to which our directors are
compensated for any services provided as director. No additional amounts are
payable to our directors for committee participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from CRCB with respect to any of our directors
or executive officers which would in any way result in payments to any such
person because
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of his or her resignation, retirement or other termination of employment with
us, any change in control of CRCB, or a change in the person's responsibilities
following a change in control of CRCB.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of April 4, 2000, there are 2,650,000 shares of our common stock
issued and outstanding which represents our only class of voting securities. The
following table sets forth, as of the close of business on April 4, 2000, (a)
the name, address and number of shares of each person known by us to be the
beneficial owner of more than 5% of our common stock; and (b) the number of
shares of common stock owned by each of our officers and directors, and all
officers and directors as a group, together with their respective percentage
holdings of such shares. Pursuant to Rule 13-d-3 under the Exchange Act,
beneficial ownership of a security consists of sole or shared voting power
(including the power to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct the disposition) with
respect to a security whether through a contract, arrangement, understanding,
relationship or otherwise. Unless otherwise indicated, each person indicated has
sole power to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.
Unless otherwise indicated, the address for each person is 350 E. Las
Olas Boulevard, Suite 1700, Fort Lauderdale, FL 33301.
Name and Amount of Percentage
Address of Beneficial of
of Beneficial Owner(1) Ownership of Stock Class
- - ---------------------- ------------------ -----
Roxanne K. Beilly 750,000 28.19%
Charles B. Pearlman 1,290,000 48.67%
All Executive Officers 2,050,000 77.06%
and Directors as a Group
(two people)
Change of Control
There are currently no arrangements, which would result in a change of
control of CRCB. A Business Opportunity involving the issuance of shares of our
common stock will, in all likelihood, result in shareholders of a private
company obtaining a controlling interest in CRCB. Any such Business Opportunity
may require our management to sell or transfer all or a portion of our common
shares held by them, or resign as members of our board of directors. The
resulting change in our control could result in the removal of our present
management and a corresponding reduction or elimination of their participation
in
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our future affairs.
Item 12. Certain Relationships and Related Transactions
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which we were or are to be a party, in which the amount
involved exceeded $60,000 and in which any of our directors or executive
officers, or any security holder who is known by us to own of record or
beneficially more than five percent of our common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
There have been no transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which we
were or are to be a party, in which the amount involved exceeded $60,000 and in
which any promoter or founder, or any member of the immediate family of any of
the foregoing persons, had a material interest.
PART IV
Item 13. Exhibits and Reports on Form 8-K
The following documents are filed as a part of this report or are
incorporated by reference to previous filings, if so indicated:
Exhibit Description of Document Page No.
- - ------- ----------------------- --------
3(i) Articles of Incorporation (1)
3(ii) By-Laws (1)
(1) Incorporated by reference to the Registration Statement on Form 10-SB, File
No. 000-28565, as amended, as filed with the Securities and Exchange Commission
on December 21, 1999.
(b) Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, CRCB Corporation has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CRCB Corporation
By: /s/ Roxanne K. Beilly
---------------------------------
Roxanne K. Beilly, President, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles B. Pearlman Chairman of the Board, April 4, 2000
- - ----------------------------- Vice President and
Charles B. Pearlman Secretary
/s/ Roxanne K. Beilly Director, Chief Executive April 4, 2000
- - ------------------------------ Officer, President and
Roxanne K. Beilly Treasurer
</TABLE>
14
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
AUDITED FINANCIAL STATEMENTS
For the Years Ended December 31, 1999 and
1998, and the Period from July 1, 1997 (Date of Inception)
to December 31, 1999
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
--------
<TABLE>
<CAPTION>
<S> <C>
INDEPENDENT AUDITORS' REPORT F-1
- - ----------------------------
FINANCIAL STATEMENTS
- - --------------------
BALANCE SHEETS F-2
STATEMENTS OF OPERATIONS F-3
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY F-4
STATEMENTS OF CASH FLOWS F-5
NOTES TO FINANCIAL STATEMENTS F-6-8
- - -----------------------------
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders of
CRCB CORPORATION
We have audited the accompanying balance sheet of CRCB Corporation (a
development stage company) as of December 31, 1999 and 1998 and the related
statements of operations, changes in stockholders' equity, and cash flows for
the years then ended and the period from July 1, 1997 (date of inception) to
December 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we 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 principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CRCB Corporation (a development
stage company) as of December 31, 1999 and 1998 and the results of its
operations and its cash flows for the years then ended, and the period from July
1, 1997 (date of inception) to December 31, 1999 in conformity with generally
accepted accounting principles.
/s/ LONDON WITTE & COMPANY, P.A.
- - ---------------------------------
LONDON WITTE & COMPANY, P.A.
Certified Public Accountants
March 1, 2000
F-1
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31, 1999 and 1998
ASSETS
<TABLE>
<CAPTION>
1999 1998
------------------- -------------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 13 $ 390
Common stock subscription receivable 0 50
------------------- -------------------
TOTAL CURRENT ASSETS 13 440
------------------- -------------------
TOTAL ASSETS $ 13 $ 440
=================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 500 $ 0
------------------- -------------------
TOTAL CURRENT LIABILITIES 500 0
------------------- -------------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $.001 per share;
10,000,000 shares authorized; shares issued
and outstanding: 2,650,000 as of 12/31/99 and
as of 12/31/98 2,650 2,650
Preferred stock, par value $.001 per share;
1,000,000 shares authorized; no shares
issued and outstanding 0 0
Additional paid-in capital 796 546
Deficit accumulated during the development
stage (3,933) (2,756)
------------------- -------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (487) 440
------------------- -------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 13 $ 440
=================== ===================
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1999
and 1998, and the Period From July 1, 1997 (Date of
Inception) to December 31, 1999
<TABLE>
<CAPTION>
INCEPTION
TO
1999 1998 1999
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
REVENUES $ 0 $ 0 $ 0
OPERATING EXPENSES:
General and administrative 1,177 150 3,933
--------------------- --------------------- ---------------------
NET LOSS BEFORE INCOME TAXES (1,177) (150) (3,933)
INCOME TAX EXPENSE (BENEFIT) $ 0 0 0
--------------------- --------------------- ---------------------
NET LOSS (1,177) $ (150) $ (3,933)
===================== ===================== =====================
LOSS PER COMMON SHARE (0.00) (0.00)
===================== =====================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 2,650,000 2,624,000
===================== =====================
</TABLE>
See accompanying notes to financial statements
F-3
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended December 31, 1999 and 1998,
and the Period From July 1, 1997 (Date of Inception) to December 31, 1999
<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
Contribution 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)
=================== ================== =================== ===================
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1999 and 1998,
and the Period From July 1, 1997 (Date of Inception) to December 31, 1999
<TABLE>
<CAPTION>
INCEPTION
TO
1999 1998 1999
----------------- ------------------ ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,177) $ (150) $ (3,933)
----------------- ------------------ ------------------
Adjustments to reconcile net loss to net
cash used by operating activities
Changes in assets and liabilities:
Accounts payable 500 0 500
----------------- ------------------ ------------------
Net cash used by operating activities (677) (150) (3,433)
----------------- ------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used by investing activities 0 0 0
----------------- ------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions of capital 250 150 796
Proceeds from common stock issuance 50 390 2,650
----------------- ------------------ ------------------
Net cash provided by financing
activities 300 540 3,446
----------------- ------------------ ------------------
NET INCREASE (DECREASE) IN CASH (377) 390 13
CASH AND EQUIVALENTS, BEGINNING 390 0 0
----------------- ------------------ ------------------
CASH AND EQUIVALENTS, ENDING $ 13 $ 390 $ 13
================= ================== ==================
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- - ---------------------------------------------------
Nature of Operations
CRCB Corporation is a Florida corporation formed on July 1, 1997. The Company is
in the development stage and has no operating history. The subsistence of the
Company is dependent upon sufficient proceeds being raised through financing or
capital contributions. At some future point, the Company intends to locate and
consummate a merger or acquisition with an unidentified private entity.
Basis of Presentation
The Company prepares its financial statements on the accrual basis of
accounting, recognizing income when earned and expenses when incurred.
Cash and Cash Equivalents
For purposes of these financial statements, the Company considers all
unrestricted highly liquid investments with original maturities of three months
or less to be cash equivalents. Cash equivalents are carried at cost, which
approximates market value.
Income Taxes
Deferred tax assets and liabilities are determined based upon differences
between financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which differences are expected to
reverse.
The Company provides a valuation allowance against deferred tax assets if, based
on the weight of evidence available, it is more likely than not that some or all
of the deferred tax assets will not be realized.
Financial Statement Estimates
The preparation of financial statements in conformity with Generally Accepted
Accounting Principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
F-6
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
- - ------------------------------------------------------------
Loss Per Common Share
Loss per common share is computed by using the weighted average of shares
outstanding during each period presented in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128).
NOTE 2 - COMMON AND PREFERRED STOCK
- - -----------------------------------
Common Stock
The Company is authorized to issue 10,000,000 shares of common stock with a per
share par value of $.001. On July 1, 1997, the Board of Directors authorized the
issuance of 2,606,000 common shares in exchange for organizational services
valued at $2,606.00.
Between April 1, 1998 and April 10, 1998, the Company sold 14,000 shares of
common stock to various individuals pursuant to Rule 506 of Regulation D of the
Securities Act at $.01 per share, for a total of $140.00.
Between October 9, 1998 and November 10, 1998, the Company sold 30,000 shares of
common stock to various individuals pursuant to Rule 506 of Regulation D of the
Securities Act at $.01 per share, for a total of $300.00.
Each share of common stock entitles its owner to one vote. The common shares
carry no preemptive rights and are not redeemable. Cumulative voting is not
permitted.
Preferred Stock
The Company has authorized the issuance of 1,000,000 shares of preferred stock
with a par value of $.001 per share, bearing such voting, dividend, conversion,
liquidation and other rights and preferences as the Board of Directors may
determine. No shares of preferred stock have been issued.
F-7
<PAGE>
CRCB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 3 - DEFERRED TAXES
- - -----------------------
Under current tax law, all start up costs must be amortized over a period of not
less than 60 months, starting with the month in which business commences. As of
December 31, 1999 and 1998, the cumulative amounts of start up costs were
$3,933.00 and $2,756.00 respectively. Since operations have not commenced as of
December 31, 1999, these costs are a non-amortizable asset for income tax
reporting purposes. Based on the evidence available, the Company has provided a
valuation allowance to offset any deferred tax asset arising from the future tax
benefits from the amortization of its start up costs.
F-8
