SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For Quarter Ended: March 31, 2000
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File No.000-28883
Halifax International, Inc.
(Exact name of registrant as specified in its charter)
Nevada 58-2212465
(State of incorporation) (I.R.S. Employer Identification No.)
7 Piedmont Center, Suite 500
Atlanta, Georgia 30305
(404) 816-6100
(Address and telephone number of principal executive offices and
principal place of business)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]
As of May 1, 2000, the Registrant had a total of 8,194,721 shares of
common stock issued and outstanding.
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TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements............................................3
Item 2: Management's Discussion and Analysis or Plan of Operations......11
PART II: OTHER INFORMATION
Item 5: Other Events.....................................................12
Item 6: Exhibits and Reports filed on Form 8-K .........................13
Signatures...............................................................14
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PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
_____________________________________________
THE JEFFRIES GROUP
_____________________________________________
Certified Public Accountants
______________________________________________
ACCOUNTANTS' REPORT
To The Directors and Shareholders
Halifax International
Atlanta, Georgia
We have compiled the accompanying balance sheet of Halifax International as of
March 31, 2000 and the related statements of income and expense; retained
earnings; and cash flows for the three months then ended in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included
in these financial statements is the representation of the management of
Halifax International
A compilation is limited to presenting in the form of financial statements
information about the results of operations of the Company and does not
include an expression of an opinion regarding the financial statements taken
as a whole.
/s/ The Jeffries Group
THE JEFFRIES GROUP
Certified Public Accountants
Atlanta, Georgia
May 4, 2000
1277 Victor Road * Atlanta, Georgia * 30324 * 404-231-4353 * Fax 404-231-4338
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HALIFAX INTERNATIONAL, INC.
Balance Sheet
March 31, 2000
ASSETS
------
Current Assets
Cash $ -
Other Assets
Deposits 60,000
-------------
Total Other Assets 60,000
TOTAL ASSETS $ 60,000
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
----------------------------------------
Current liabilities
Bank Overdraft 233,926
Notes Payable 1,015,750
-------------
Total Current Liabilities $ 1,249,676
Stockholders' Equity
Common Stock - 20,000,000 shares authorized, $ 3,080,139
8,194,721 issued and outstanding
Retained earnings (4,269,815)
-------------
Total Stockholders' Equity $ (1,189,676)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 60,000
=============
2
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HALIFAX INTERNATIONAL, INC.
Statement of Income and Expense
For the Three Months Ended March 31, 2000
Income
Fees $ -
Expenses
Automobile expenses 4,393
Bank charges 585
Consulting fees 89,647
Contributions 200
Entertainment and promotion 3,898
Miscellaneous 103
Office supplies 185
Professional fees 34,901
Rent 32,000
Subscriptions 70
Telephone 715
Travel 103,243
------------
Total Expenses 269,940
Net Income $ (269,940)
============
3
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HALIFAX INTERNATIONAL, INC.
Statement of Retained Earnings
For the Three Months Ended March 31, 2000
Retained Earnings - January 1, 2000 $ (3,999,875)
Net Income (269,940)
--------------
Retained Earnings - March 31, 2000 $ (4,269,815)
==============
The accompanying notes are an integral part of these financial statements.
4
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HALIFAX INTERNATIONAL, INC.
Statement of Cash Flows
For the Three Months Ended March 31, 2000
Cash Flows From Operating Activities
Net Income $ (269,940)
--------------
Net cash used by operating activities (269,940)
Cash Flows From Financing Activities
Issuance of Common Stock 349,500
--------------
Net cash provided by financing activities 349,500
Net Increase (Decrease) In Cash 79,560
Cash - Beginning of Period (313,486)
--------------
Cash - End of Period $ (233,926)
==============
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
HALIFAX INTERNATIONAL, INC.
Notes to Financial Statements
March 31, 2000
NOTE 1 - PLAN OF REORGANIZATION AND ACQUISITION
- ------------------------------------------------
On February 26,1999, Halifax International, Inc. (formerly Silver Strike
Mining Company, (the "Company") acquired Christopher Partners, Inc. through
the issuance of 5,414,111 shares of common stock. Shareholders of Silver
Striker Mining Company received a total of 1,022,500 shares of Halifax
International, Inc. common stock and $125,000. The Company also authorized a
name change to Halifax International, Inc. upon the effective date of the
merger. This merger is treated as a reverse acquisition and, therefore, all
historical Information is that of the accounting survivor Christopher
Partners, Inc.
NOTE 2 - CONSOLIDATION POLICY
- -----------------------------
These consolidated financial statements include the books of Halifax
International, Inc. (formerly Silver Strike Mining company) and its wholly
owned subsidiary Christopher Partners, Inc. All intercompany transactions and
accounts have been eliminated.
NOTE 3 - RELATED PARTY TRANSACTIONS
- ------------------------------------
Fees and expenses paid to related parties (officers and shareholders) for the
year ended December 31, 1999 consisted of the following:
Payee Amount
------ -------
Victor J. Hinojosa $ 193,376
Philip E. Lundquist 111,507
Lundquist Advisory Corporation 350
6
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HALIFAX INTERNATIONAL, INC.
Schedule Stockholders' Equity
From September 25, 1995 (inception) through March 31, 2000
Common Stock Retained Stockholders'
Shares Amount Earnings Equity
------------ ----------- ----------- ------------
Founders' Stock, 9/25/95 6,000,000 -
Issuance of Common Stock 1,000,000 $ 100,000
(investor group)
------------ -----------
Balance 12/31/95 7,000,000 100,000 $ - $ -
Issuance of Common Stock 754,500 754,500
Services 672,500
Net income (734,591)
------------ ----------- ------------ ------------
Balance, 12/31/96 8,427,000 854,500 (734,591) 119,909
Issuance of Common Stock 444,900 444,900
Services 285,500
Net Income (435,353)
------------ ----------- ----------- ------------
Balance, 12/31/97 9,157,400 1,299,400 (1,169,944) 129,456
Issuance of Common Stock 1,064,990 990,434
Services 605,832
Net Income (905,505)
------------ ----------- ----------- ------------
Balance, 12/31/98 10,828,222 2,289,834 (2,075,449) $ 214,385
Reverse stock split (2:1)
2/26/99 (5,414,111)
Issuance of Common Stock
for Cash 1,022,500 (125,000)
Issuance of Common Stock 634,200 565,805 - -
Services 311,410
Net income (1,924,426)
------------ ----------- ----------- ------------
Balance, 12/31/99 7,382,221 2,730,639 (3,999,875) (1,269,236)
Issuance of Common Stock 349,500 349,500
Services 463,000
Net income (269,940)
------------ ----------- ----------- ------------
8,194,721 $3,080,139 $(4,269,815) $(1,189,676)
============ =========== =========== ============
See accountant's compilation report.
7
<PAGE>
In this report references to "Halifax," "we," "us," and "our" refer to
Halifax International, Inc.
FORWARD LOOKING STATEMENTS
This Form 10-QSB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-QSB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Halifax's control. These factors include but are not limited to economic
conditions generally and in the industries in which Halifax may participate;
competition within Halifax's chosen industry, including competition from much
larger competitors; technological advances and failure by Halifax to
successfully develop business relationships.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
We have had no revenues and have experienced losses from inception.
Since inception, we have primarily financed our operations through the sale of
our common stock. As of March 31, 2000, we had no cash on hand and $60,000 in
total assets. Net cash provided by financing activities was $349,500 for the
first quarter of 2000. These funds came from the sale of our common stock
through our Rule 505 private placement.
Our material commitments consist of approximately $26,570 for office
space for the next twelve months. During the first quarter of 2000 we reduced
our bank overdraft to $233,926. We also negotiated a roll over of promissory
notes totaling $1,015,750 which were due on February 2, 2000. We intend to
pay these commitments and pay the notes with cash raised from private
placements of our common shares.
We believe that our current cash needs for at least the next twelve
months can be met by sales of our common shares and/or loans from our
directors, officers and shareholders. Management anticipates that we will
continue our Rule 505 private offering. We have no plans to make a public
offering of our common stock at this time. However, we cannot assure that our
private placement will be successful. We also note that if we issue more
shares of our common stock our shareholders may experience dilution in the
value per share of their common stock.
If we fail to raise the necessary funds through stock sales, we
anticipate we will require debt financing. We have investigated the
availability, source and terms for external financing but have not entered in
to any agreements at this time for such financing. We can not assure that
funds will be available from any source, or, if available, that we will be
able to obtain the funds on terms agreeable to us. Any additional debt could
result in a substantial portion of our cash flows from operations, if any,
being dedicated to the payment of principal and interest on the indebtedness,
and could render us more vulnerable to competitive and economic downturns.
Our management intends to actively pursue business opportunities during
the next twelve months. At the present time we have not identified any
business opportunity that we plan to pursue, nor have we reached any agreement
or definitive understanding with any person concerning an acquisition. In
addition, there can be no assurance that we will be successful in finding a
desirable business opportunity. We expect to encounter substantial
competition in our efforts to locate attractive opportunities, primarily from
business development companies, venture capital partnerships and corporations,
venture capital affiliates of large industrial and financial companies, small
investments companies, and wealthy individuals.
Potential investors must recognize that because of our limited capital
available for investigation we may not discover or adequately evaluate adverse
facts about the business opportunity to be acquired. Also, we intend to
concentrate our acquisition efforts on properties or businesses that we
believe
<PAGE>
to be undervalued or that we believe may realize a substantial benefit from
being publicly owned. Investors should expect that any acquisition candidate
may have little or no operating history, or a history of losses or low
profitability.
It is emphasized that our management may effect transactions having a
potentially adverse impact upon our shareholders pursuant to the authority and
discretion of our management to complete acquisitions without submitting any
proposal to the stockholders for their consideration.
PART II: OTHER INFORMATION
ITEM 2: CHANGES IN SECURITIES
(c) On January 15, 2000 we issued an aggregate of 200,000 shares,
100,000 each to Victor Hinojosa and Philip Lundquist for their services as
officers and directors for the 1999 fiscal year. The 100,000 shares were
valued at $50,000 and were issued pursuant to an exemption from registration
under the Securities Act of 1933 by reason of Section 4(2) as a private
transaction not involving a public distribution.
During the fiscal quarter ended March 31, 2000 we sold an aggregate of
612,500 common shares valued at $612,500 pursuant to our private placement
under Rule 505 of Regulation D. We sold the shares to 13 accredited investors
and 5 purchasers. Such offering is exempt for the registration requirements
under the Securities Act of 1933 by reasons of Section 3(b) and Regulation D
as a limited offering.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Part I Exhibits.
-----------------
Exhibit Description
27 Financial Data Schedule
(b) Reports on Form 8-K.
None.
<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 who are duly authorized.
Halifax International, Inc.
/s/ Victor Hinojosa
Date: 5/09/00 By: ______________________
Victor Hinojosa, President
/s/ Philip Lundquist
Date: 5/11/00 By: _______________________________________
Philip Lundquist,
Secretary/Treasurer, Chairman
of the Board
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