SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31,1999.
Commission File Number 000-28737
COMBINED COMPANIES CORPORATION
------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 95-4737491
------------ -------------
(State of organization) (I.R.S. Employer
Identification No.)
22147 PACIFIC COAST HIGHWAY, SUITE 4, MALIBU, CA 90265
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(Address of principal executive offices)
Registrant's telephone number, including area code (310) 317-6939
Securities registered pursuant to Section 12(b) of the Act,
None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Common Stock, $0.001 par value per share
<PAGE>
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, and (2) has been subject to such filing requirements
for the past 90 days. Yes [ ] No [ X ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Issuer's revenues for its most recent fiscal year. $0.00
The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based on the average of the high and low prices of the Common Stock
on the OTC Bulletin Board on March 1, 2000, was $0.00. For purposes of this
computation, all officers, directors, and 5% beneficial owners of the registrant
(as indicated in Item 12) are deemed to be affiliates. Such determination should
not be deemed an admission that such directors, officers, or 5% beneficial
owners are, in fact, affiliates of the registrant.
Number of shares of Common Stock, $0.001 Par Value, outstanding at March 1,
2000, was 412,500.
Documents incorporated by reference: None
2
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TABLE OF CONTENTS - 1999 FORM 10-KSB REPORT
Page
Numbers
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PART I
Item 1. Business 4
Item 2. Properties 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 8
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 9
Item 6 Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 7. Financial Statements 10
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 10
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act 10
Item 10. Executive Compensation 12
Item 11. Security Ownership of Certain Beneficial Owners
and Management 12
Item 12. Certain Relationships and Related Transactions 13
Item 13. Exhibits and Reports on Form 8-K 14
Signatures 15
3
<PAGE>
PART I
Item 1. Business
The Company
- -----------
Combined Companies Corporation ("Combined Companies" or the "Company") was
incorporated in Delaware April 27, 1998. It will be an online retailer focused
on baby products for expectant parents and their newborns. It will offer a vast
assortment of over 1200 carefully selected products and an easy-to-use online
shopping environment. It will provide expert buyer's guides, in-depth product
descriptions and personalized product recommendations, to help parents and gift
givers find quality products and make informed decisions about their babies
needs and safety.
The Company is creating and will maintain an online "store" for retailing
baby products, procuring and fulfilling the product orders and providing
customer service for the new and expecting parent community. The Company's
objective is to offer a full line of quality baby products and baby gifts, to
provide friendly, responsive customer service to an anticipated rapidly growing
customer base and to take advantage of the significant opportunity within this
market.
As part of the Company's strategy to offer a complete line of baby
products, it is looking to enter into an agreement with an established company
which would agree to merchandise the Company's anticipated website, procure and
provide inventory to be offered for sale and fulfill all of its future online
orders. This arrangement would provide an experienced inventory and fulfillment
partner with strong purchasing and merchandising skills and tremendous
experience in the baby products industry.
The Company intends to launch its website with a fresh logo, color scheme
and user interface. The Company believes that it will offer one of the easiest
and most user-friendly shopping experiences available in the online
baby-retailing category. It intends to implement a broad array of scalable
systems for website management, search, customer service, electronic transaction
management and data interchange, email, order processing, payment processing and
office administration services.
The Company intends to sign a number of exclusive retailing agreements with
manufacturers and/or distributors who make unique and desirable products for the
baby market.
Online Retailing of Baby Products
- ---------------------------------
The Internet is an increasingly significant global medium for
communication, content distribution and online commerce. Growth in Internet
usage has been fueled by a number of factors, including the large and growing
installed base of personal computers in the workplace and home, advances in the
performance and speed of personal computers and modems, improvements in network
infrastructure, easier and cheaper access to the Internet and increased
awareness of the Internet among businesses and consumers.
4
<PAGE>
The worldwide baby product industry is large, growing rapidly, and is
highly fragmented. The U.S. market for baby gear (apparel, infant care, nursery
and furniture, toys and food products) is estimated in excess of $18.0 billion
in annual sales. The baby gear market is large and stable with approximately
four million new babies born each year. Product margins in the baby gear market
are attractive - as new parents typically base purchase decisions on safety,
quality and recommendations. The average family spends over $7,000 in the first
year of a baby's life - and, with increasingly busy lifestyles and over half of
all new mothers working prior to delivery, online sales of baby products is
expected to continue to expand.
Manufacturers sell baby products both directly to retailers and through
a network of distributors and buying groups. There are many thousands of smaller
independent stores selling baby products in the U.S. that typically carry a
limited selection of products in a small selling space. These retailers have
recently come under intense competitive pressure from the larger stores.
Physical store-based baby product retailers must make significant
investments in inventory, real estate and personnel for each retail location.
This capital and real estate intensive business model, among other things,
limits the amount of inventory that can be economically carried in any location.
The Company believes that the baby product industry is particularly
suited to online retailing for the following reasons:
SHELF SPACE - An online store has virtually unlimited online "shelf space" and
can offer customers a vast selection of products through an efficient search and
retrieval interface. Combined Companies' website will be organized in a clear
and logical fashion that will allow browsers to quickly and easily find the
product line for which they are searching. This is particularly valuable in the
baby products market because the extraordinary number of choices precludes even
the largest physical store from economically stocking more than a small minority
of available products.
COMPLEX PRODUCTS - As a result of the complex nature and often-limited initial
knowledge of consumers with respect to baby products, sales personnel in
traditional baby stores often need to spend excessive amounts of time educating
the consumer. This results in the need to hire above-average numbers of sales
people to properly service any given store's customers effectively. In response
to this circumstance, the Company will develop and then continue to update its
"expert suggestion" and "how to" buying guides which will provide valuable
information for first-time buyers who need advice and guidance on which products
are the most appropriate for their needs. The use of the Internet will allow the
Company to provide significantly more information with greater accessibility
than traditional brick and mortar retailers including product reviews, editorial
comments and gift recommendations by product category and price.
LOCAL VS. GLOBAL REACH - By serving a large and global market through
centralized distribution and billing operations, online stores can realize
significant structural cost advantages as compared to traditional stores. The
Company believes that its future design will be an online store that provides
consumers with a convenient and enjoyable shopping experience in a Web-based
retail environment. Key elements of the shopping solution will include:
5
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SHOPPING CONVENIENCE - The Company's online store will be available 24
hours a day, 7 days a week from the convenience of the shopper's home or office.
EXTENSIVE PRODUCT SELECTION AND NOVEL MERCHANDISING - The site will offer a
complete array of baby products from both traditional brands and specialty
manufacturers.
HELPFUL SHOPPING SERVICES - To assist its shoppers, the website will offer
product reviews from experts and consumers, descriptions, pictures,
recommendations, gift suggestions and sophisticated browsing and search
technology.
INDUSTRY LEADING CUSTOMER SERVICE - The Company is committed to providing
the highest level of customer service available on the Internet. It will offer
pre- and post-sales support via telephone, email and fax.
Marketing/Branding Strategy
- ---------------------------
The Company recognizes the value of integrating the three C's of eTailing,
namely, community, content and commerce into one Website. As a result, the
Company intends to develop what it believes to be a unique strategy that
Management believes will effectively differentiate the Company from its
competition. Furthermore, it is believed that this strategy will enable the
Company to build and continue to grow the traffic to its future site while
increasing the "stickiness" of the site and thus providing the Company with
multiple opportunities to sell product to the established user base.
Due to the unique attributes of the pregnancy/baby market segment as it
relates to the Internet, the Company believes that providing content and
community itself is not a desirable business model. While the Company's primary
competitors have focused on providing community, content and commerce
themselves, Combined Companies will attempt to successfully form
marketing/commerce partnerships with a number of high profile
community/content-only pregnancy - related Web sites. The Company believes that
targeting the baby/pregnancy community/content sites and signing them to
exclusive advertising/content partnerships will be the most effective use of its
marketing resources. Furthermore, by partnering with these community/content
sites as opposed to offering its own content, the Company believes that it will
be seen as a value-added partner to many of the Internet's baby/pregnancy sites
as opposed to a direct competitor. The Company believes that this business model
will enable it to form additional partnerships in the future with content-only
sites that otherwise would not be willing to become affiliated with the Company.
Advertising
- -----------
The Company's marketing and promotion strategy will be designed to:
Build brand recognition; Attract consumer traffic to its Web site;
Attract customers; Build strong customer loyalty; Maximize repeat
purchases; and Develop additional ways to increase its sales.
6
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Once the Company begins the launch of its website, a highly targeted
marketing program, currently in development, will be unveiled. This campaign
will include banner advertisements on certain targeted search engines, keyword
purchases of the words "baby", "baby products", "strollers", "cribs", "carseats"
and "baby gifts", email advertisements to the potential customers generated by
the sweepstakes databases, certain print advertisements and direct mail drops to
targeted geographic areas. Additionally, the Company will have a broad
representation on all of its community/content Partner's sites with banners,
buttons and other links to its site.
Customer Service
- ----------------
The Company intends to deliver superior customer service by focusing on
providing consumers with selection, convenience and content through a vast
assortment of products at competitive prices. It will deliver these key benefits
in a convenient shopping experience via a user-friendly website interface. In
contrast to the majority of e-commerce companies, Combined Companies has
consciously decided to create its customer service functions in-house instead of
outsourcing these services. The Company firmly believes that friendly and
responsive customer service is an avenue for building brand recognition and
customer loyalty within the baby space and that operating its own customer
service department is crucial in that endeavor.
The Company intends to allocate significant resources to the development
and expansion of the customer service function. It believes that, in general,
attentive, proactive customer service is an absolutely essential component of
any e-commerce business model and, in particular, the baby product space
requires superior customer service. Additionally, the Company's feels that,
almost without exception, browsers that will use customer service will become
its customers. Accordingly, as previously discussed, due to the perceived
importance of the customer service experience in the baby product buying
experience, it is the Company's intention to actively develop and then maintain
the operations of the Customer Service Department within the Company.
New Business Initiatives
- ------------------------
The Company is presently analyzing and identifying potential strategic
Internet partners that could be a source of established "captive" traffic and
customers. The Company intends to pursue a strategy of partnering with existing
content/community sites and hopes to consummate additional similar arrangements
in the near future. It is the Company's belief that, upon execution of a
strategic "partnership" as previously discussed, it will take approximately two
to three months to be fully integrated and incorporated with the "partner" site
and to begin reaping the benefits of the arrangement.
Canada
- ------
The Company believes that the Canadian marketplace for baby and baby
related merchandise is very similar to that of the United States. The Company
has recognized that the Canadian market does present a few specific challenges.
7
<PAGE>
Research indicates that the Canadian consumer is anxious and willing to
purchase merchandise over the Internet however, he/she desires to purchase
"Canadian". Due to currency adjustments and product safety standards and
certification, the Canadian consumer is desirous of purchasing from a Canadian
source. Accordingly, the Company has initiated a search for a Canadian
merchandising partner.
Spanish/Latin Market
- --------------------
The Company believes that the Spanish/Latin market in the US and South
America is a large and rapidly growing market segment that currently has limited
options in terms of pregnancy information and e-commerce offerings.
Spanish-speaking Internet users were forecast to reach more than 40 million in
Latin America, the United States and Spain by the end of 2000 according to an
International Data Corp. study. Internet users in Latin America alone were
expected to rise more than 50 percent in 1999 to 8.5 million.
The Company intends to launch a Spanish language version of its anticipated
website in order to gain the "first mover advantage" in this under-served yet
expanding e-commerce space.
Item 2. Properties
The Company's executive and administrative offices are located at 22147 Pacific
Coast Highway, Suite 4, Malibu, CA 90265. The Company pays no rent for use of
the office and does not believe that it will require any additional office space
in the foreseeable future in order to carry out its plan of operations described
herein.
Item 3. Legal Proceedings
Combined Companies Corporation is not currently a party to any pending legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No items were submitted to a vote of the security holders by the Company during
the year ended December 31, 1999.
8
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The Company registered its common stock on a Form 10-SB Registration
Statement on a voluntary basis, which became effective on February 28, 2000.
There is currently no market for Combined Companies's securities.
Combined Companies has never paid cash dividends on its common stock.
Payment of future dividends will be within the discretion of Combined
Companies's Board of Directors and will depend on, among other factors, retained
earnings, capital requirements and the operating and financial condition of
Combined Companies.
RECENT SALES OF UNREGISTERED SECURITIES
At the time of incorporation, Combined Companies issued 100 shares of
common stock to PageOne Business Productions, LLC ("PageOne") in exchange for
consulting services valued at $1.00.
In March 1999, Combined Companies issued 900 shares of common stock to
Appletree Investment Company, Ltd. ("Appletree") and 100 shares of common stock
to Page One. The purchase price for these shares was $1.00 per share. The
purchases were made pursuant to a Rule 504 Private Placement Offering. There was
no underwriter or placement agent involved in the offer or sale of these
securities and there was no public solicitation or advertisement by Combined
Companies in connection with the offer or sale of these securities. The
foregoing issuances of common stock were exempt from registration under of the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.
Item 6 Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
The following discussion and analysis below should be read in conjunction
with the financial statements, including the notes thereto, appearing elsewhere
in this Registration Statement. For the period since inception (April 27, 1998)
through December 31, 1999, during the Company's development stage, the Company
has a zero cash balance and has generated a net loss of ($1,096).
9
<PAGE>
FINANCIAL CONDITION AND LIQUIDITY
The Company has limited liquidity and has an ongoing need to finance its
activities. To date, the Company currently has funded these cash requirements by
offering and selling its Common Stock, and has issued 412,500 shares of Common
Stock for net proceeds of $1,001.00.
PLAN OF OPERATION
The Company has registered a dot.com name and has determined it can begin
conducting its business with limited financing that it has arranged.
Item 7. Financial Statements
The financial statements and supplemental data required by this Item 7
follow the index of financial statements appearing at Item 13 of this Form
10-KSB.
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Not Applicable
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 certain information with respect to the directors
and executive officers of 1 Solution.
Name Age(1) Position
- ---- --- --------
George Todt........................ 46 Director
Mary Elizabeth Rowbottom........... 28 President and Secretary
Jim Walters........................ 47 Treasurer
(1) The ages of Messrs. Todt and Walters and Ms. Rowbottom are listed as of
December 31, 1999.
10
<PAGE>
Our director and executive officers devote such time and attention to the
affairs of Combined Companies as they believe reasonable and necessary. Set
forth below is a description of the background of our director and executive
officers.
George A. Todt was the President from inception until October 1999. He has
been the sole director since the inception of Combined Companies. Since 1996,
Mr. Todt has been a managing member of PageOne Business Productions, LLC, a
Delaware limited liability company. From 1990 to 1995, Mr. Todt was the chief
executive officer of REPCO, Inc., a worldwide designer and builder of
environmental facilities.
James Walters has been the Treasurer of Combined Companies since July 1999.
For more than 20 years, Mr. Walters has been engaged as a certified public
accountant with the Los Angeles, California-based firm of Kellogg & Andelson.
Mary Elizabeth Rowbottom became Secretary of Combined Companies in July
1999 and President in October 1999. She has been employed by PageOne since 1997
and has served as its Vice President since March 1999. From 1994 to 1997, Ms.
Rowbottom served as a talent agent at HSI Productions, a Chicago, Illinois-based
video production company.
Our board of directors currently consists of one member, who serves in such
capacity for a one-year term or until his successor has been elected and
qualified, subject to earlier resignation, removal or death. The number of
directors constituting the board of directors may be increased or decreased (but
not below the minimum number required by applicable law) from time to time by
resolution of the board of directors. Our officers serve at the discretion of
the board of directors, subject to any effective contractual arrangements.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, file reports of ownership
and changes in ownership with the Securities and Exchange Commission. The
Company was not subject to the reporting requirements of Section 16(a) during
fiscal 1999.
11
<PAGE>
Item 10. Executive Compensation
Consistent with our present policy, no director or executive officer of
Combined Companies receives compensation for services rendered to the company.
However, these persons are entitled to be reimbursed for expenses incurred by
them in pursuit of our business objectives.
Item 11. Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth as of December 31, 1999 certain information
relating to the ownership of the common stock.
Name and Address of Amount and Nature of Percent of
Beneficial Owner (1) Beneficial Ownership (2) Class (2)
- -------------------- ------------------------ ----------
Appletree Investment Company, Ltd 412,500(3) 100.00%
PageOne Business Productions, LLC 75,000 10.00%
George Todt 75,000(4) 10.00%
Besty Rowbottom 75,000(4) 10.00%
James Walters 75,000(4) 10.00%
All officers and directors as a group 75,000(4) 10.00%
(3 persons)
- ------------------------
(1) Unless otherwise indicated, the address of each beneficial owner is in the
care of Combined Companies Corporation, 22147 Pacific Coast Highway, Suite
4, Malibu, CA 90265.
12
<PAGE>
(2) Unless otherwise indicated, Combined Companies believes that all persons
named in the table have sole voting and investment power with respect to
all shares of common stock beneficially owned by them. A person is deemed
to be the beneficial owner of securities which may be acquired by such
person within 60 days from the date of this registration statement upon the
exercise of options, warrants or convertible securities. Each beneficial
owner's percentage of ownership is determined by assuming all options,
warrants or convertible securities that are held by such person (but not
held by any other person) and which are exercisable or convertible within
60 days of this registration statement have been exercised or converted.
Percent of Class (third column above) assumes a base of 412,500 shares of
common stock outstanding as of December 31, 1999.
(3) Consists of 337,500 shares held of record by Appletree Investment Company,
Ltd., an Isle of Man corporation, and 75,000 shares held of record by
PageOne Business Productions, LLC, a Delaware limited liability company, of
which Appletree is a managing member.
(4) Consists solely of 75,000 shares of common stock held by PageOne Business
Productions, LLC, a Delaware limited liability company, of which Mr. George
Todt, Mr. Walters and Appletree Investment Company, Ltd. are managing
members and Ms. Rowbottom is Vice President.
Item 12. Certain Relationships and Related Transactions
In March 1999, Combined Companies issued 100 shares of common stock to
PageOne, of which George Todt and James Walters are managing members and Ms.
Rowbottom is Vice President. The purchase price was $1.00 per share.
13
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Item 13. Exhibits and Reports on Form 8-K
(a)(1) The following financial statements are contained on Pages F-1
through F-8:
REPORT OF INDEPENDENT AUDITORS, WEINBERG & COMPANY, P.A., CERTIFIED
PUBLIC ACCOUNTANTS, DATED APRIL 11, 2000.
BALANCE SHEET AS OF DECEMBER 31, 1999
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE PERIOD FROM APRIL 27, 1998 (INCEPTION) TO DECEMBER 31,
1999
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE PERIOD
FROM APRIL 27, 1998 (INCEPTION) TO DECEMBER 31, 1999
STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE PERIOD FROM APRIL 27, 1998 (INCEPTION) TO DECEMBER 31,
1999
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999
(a)(3) Exhibits
The following exhibits are filed with this report.
3.1.1 Amended and Restated Articles of Incorporation of Registrant
(incorporated herein by reference to the Company's Registration
Statement on Form 10-SB 12(g), File No. 000-28737)
3.2.1 ByLaws of Registrant (incorporated herein by reference to the
Company's Registration Statement on Form 10-SB 12(g), File No.
000-28737)
27.1 Financial Data Schedule
14
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WEINBERG & COMPANY, P.A.
6100 Glades Road, Suite 314
Boca Raton, FL 33434
(561) 487-5765
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Combined Companies Corporation
We have audited the accompanying balance sheet of Combined Companies Corporation
(a development stage company) as of December 31, 1999 and the related statements
of operations, changes in stockholders' deficiency and cash flows for the year
then ended and for the period from April 27, 1998 (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 Combined Companies Corporation (a
development stage company) as of December 31, 1999, and the results of its
operations and its cash flows for the year then ended and for the period from
April 27, 1998 (inception) to December 31, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is a development stage company without
operations and has accumulated operating losses of $1,096 since inception and a
working capital deficiency of $95. These factors raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
April 11, 2000
F-1
<PAGE>
COMBINED COMPANIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
3
ASSETS
TOTAL ASSETS $ -
- ------------
==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable to principal stockholder $ 95
----------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 8,000,000 shares
authorized, none issued and outstanding -
Common stock, $0.001 par value, 100,000,000 shares
authorized, 412,500 issued and outstanding 412
Additional paid-in capital 589
Accumulated deficit during development stage (1,096)
----------
TOTAL STOCKHOLDERS' DEFICIENCY (95)
----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ -
- ---------------------------------------------- ==========
See accompanying notes to financial statements
F-2
<PAGE>
COMBINED COMPANIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
April 27, 1998
Year Ended (Inception) to
December 31, December 31,
1999 1999
------------- -------------
REVENUES - $ -
------------- -------------
EXPENSES
Accounting fees 500 500
Bank charges 95 95
Consulting fees - 1
Legal fees 500 500
------------- -------------
NET LOSS $ (1,095) $ (1,096)
============= ============
Net loss per share - basic and diluted $ (.003) $ (.005)
============= ============
Weighted average number of shares
outstanding during the period -
basic and diluted 312,842 201,181
============= ============
See accompanying notes to financial statements
F-3
<PAGE>
COMBINED COMPANIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM APRIL 27, 1998 (INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During
--------------------- Paid-In Development
Shares Amount Capital Stage Total
--------- --------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C>
Common stock issued for services 37,500 $ 37 $ ( 36) $ - $ 1
Net loss for the year ended December 31,
1998 - - - ( 1) ( 1)
--------- --------- ----------- ------------ --------
Balance, December 31, 1998 37,500 37 ( 36) ( 1) -
Common Stock issued for cash 375,000 375 625 - 1,000
Net Loss for the year ended December 31,
1999 - - - (1,095) (1,095)
--------- --------- ----------- ------------ --------
Balance at December 31, 1999 412,500 $ 412 $ 589 $ (1,096) $ ( 95)
- --------------------------- ========= ========= =========== ============= ========
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
COMBINED COMPANIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
April 27, 1998
Year Ended (Inception) to
December 31, December 31,
1999 1999
--------------- --------------
Cash flows from operating activities
Net loss $ (1,095) $ (1,096)
Adjustments to reconcile net loss to net
cash used in operating activities:
Common stock issued for services - 1
--------------- -----------
Net cash used in operating activities (1,095) (1,095)
--------------- -----------
Cash flows from financing activities
Proceeds from issuance of common stock 1,000 1,000
Loan proceeds from principal stockholder 95 95
--------------- -----------
Net cash provided by financing activities 1,095 1,095
--------------- -----------
NET INCREASE IN CASH - -
CASH AND CASH EQUIVALENTS -
BEGINNING - -
--------------- -----------
CASH AND CASH EQUIVALENTS -
ENDING $ - $ -
=============== ===========
See accompanying notes to financial statements
F-5
<PAGE>
COMBINED COMPANIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------- ------------------------------------------
(A) Organization and Description of Business
---------------------------------------------
Combined Companies Corporation (a development stage company) (the
"Company") was incorporated in the State of Delaware on April 27, 1998
to engage in an internet-based business. At December 31, 1999, the
Company had not yet commenced any revenue-generating operations, and
all activity to date relates to the Company's formation, proposed fund
raising and business plan development.
The Company's ability to commence revenue-generating operations is
contingent upon its ability to implement its business plan and raise
the additional capital it will require through the issuance of equity
securities, debt securities, bank borrowings or a combination thereof.
(B) Use of Estimates
--------------------
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from
those estimates.
(C) Cash and Cash Equivalents
-----------------------------
For purposes of the cash flow statements, the Company considers all
highly liquid investments with original maturities of three months or
less at time of purchase to be cash equivalents.
(D) Income Taxes
----------------
The Company accounts for income taxes under the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109.
"Accounting for Income Taxes" ("Statement No.109"). Under Statement
No. 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the effect
on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
There was no current income tax expense due to the Company's operating
losses. There were no current or deferred income tax expenses or
benefits due to the Company not having any material operations for the
period ended December 31, 1999.
F-6
<PAGE>
COMBINED COMPANIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
- ------- ------------------------------------------
(E) Loss Per Share
Net loss per common share for the year ended December 31, 1999 and for
the period from April 27, 1998 (inception) to December 31, 1999 is
computed based upon the weighted average common shares outstanding as
defined by Financial Accounting Standards No. 128 "Earnings Per
Share". There were no common stock equivalents outstanding at December
31, 1999.
NOTE 2 LOAN PAYABLE TO PRINCIPAL STOCKHOLDER
- ------- -------------------------------------
The loan payable to principal stockholder is a non-interest-bearing
loan payable to PageOne Business Productions, LLC. The amount is due
and payable on demand.
NOTE 3 STOCKHOLDERS' DEFICIENCY
- ------- ------------------------
The Company was originally authorized to issue 2,000 shares of common
stock at $.01 value. The Company issued 900 and 200 shares to
AppleTree Investment Company, Ltd. and PageOne Business Productions,
LLC, respectively.
Management filed an amendment to the articles of incorporation with
the State of Delaware, which increased the number of authorized common
shares to 100,000,000, effected a 375 to 1 split of the 1,100
previously issued common shares and created 8,000,000 authorized
shares of preferred stock, of which the issuance, rights and other
terms are to be determined by the Company's Board of Directors. In
addition, the par value of the common stock was changed to $0.001 per
share and the par value of the new preferred stock was set at $0.001
per share.
The financial statements at December 31, 1999 give retroactive effect
to common stock split, new authorized share amounts, and par values
enumerated in the amended certificate of incorporation. No preferred
shares have been issued as of December 31, 1999.
F-7
<PAGE>
COMBINED COMPANIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 4 GOING CONCERN
- ------- -------------
As reflected in the accompanying financial statements, the Company has
had accumulated losses of $1,096 since inception, a working capital
deficiency of $95 and has not generated any revenues since it has not
yet implemented its business plan. The ability of the Company to
continue as a going concern is dependent on the Company's ability to
raise additional capital and implement its business plan. The
financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
The Company intends to implement its business plan and is seeking
funding through the private placement of its equity or debt securities
or may seek a combination with another company already engaged in its
proposed business. Management believes that actions presently being
taken provide the opportunity for the Company to continue as a going
concern.
F-8
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
COMMUNICATION VENTURES, INC.
/s/ Mary Elizabeth Rowbottom
By: -----------------------
Mary Elizabeth Rowbottom
President, Secretary
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Signature Title Date
/s/ George A. Todt Director April 24, 2000
/s/ Mary Elizabeth Rowbottom President, April 24, 2000
Secretary
/s/ James Walters Treasurer April 24, 2000
15
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<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
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0
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