SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-SB
General Form for Registration of Securities of Small Business Issuers
Under Section 12(b) or (g) of The Securities Exchange Act of 1934
C AND E HOLDINGS, INC.
-------------------------------
(Name of Small Business Issuer)
NEVADA 86-0984818
------------------------ ----------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number.)
2816 East Windrose Dr. Phoenix, Arizona 85032
-----------------------------------------------------------
(Address of Principal Executive Offices Including Zip Code)
(602) 493 0369
--------------------------
(Issuers Telephone Number)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock $.001 par value
(Title of Class)
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PART I
ITEM 1. BUSINESS
C and E Holdings, Inc., was incorporated in The State of Nevada on March 7,
2000. Its purpose is to engage in any lawful corporate activity, which includes
mergers and acquisitions. The issuer is in a development stage and has no
operations to date other than issuing of shares to the original shareholders. It
was formed to provide a method for a private domestic or foreign company to
become a public reporting company thereby causing their shares to be qualified
to trade in the domestic secondary markets.
There have been no bankruptcy, receivership or similar proceeding in the
Company's history.
There has been no material reclassification or merger in the Company's
short history.
The issuer will attempt to locate another business for the purpose of
merging that company into the issuer. It is possible that the company will
become a wholly owned subsidiary of the issuer or it may sell or transfer assets
into the issuer and not merge. The issuer is not able to know if it will be
successful in locating and merging with or acquiring another entity.
There are certain benefits to being a reporting company with a publicly
traded class of stock. They are perceived as follows:
* increased ability to raise capital
* enhanced visibility in the financial community particularly helpful to
raise debt if needed
* presence in the capital markets of the United States
* ability to use registered securities to acquire other companies and or
their assets
* improved competitive position
* increased corporate prestige
* key employees compensation through stock options
* shareholder liquidity and corporate valuation
An entity may be interested in merging with the issuer if it is interested
in using public securities to make acquisitions of other companies or one that
is interested in becoming public without substantial dilution of its stock.
Other targeted companies may be those which have not been able to locate an
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underwriter with acceptable terms; one that feels it can raise capital on more
favorable terms as a public entity or a foreign company seeking entry into the
United States stock markets.
The Company's business has numerous associated risks such as; competition,
no operating history, lack of any agreements with possible targeted companies,
management control, lack of market research, stock dilution, taxation, target
company's need for audited financial and possible computer problems.
The business of seeking mergers with other companies or acquiring other
companies is highly competitive. There are many large corporations and venture
capital firms that seek other entities with which to merge or acquire. These
corporations and venture capital firms are better financed than the issuer and
have more expertise in the field of mergers and acquisitions. The issuer will
not be a significant competitor in this field.
The issuer is without operating history. It has no revenue and limited
assets. The Company will in all likelihood operate at a loss and will be unable
to reverse that situation until a merger or acquisition occurs. There is no
targeted company nor any assurance the company will be able to close a business
transaction needed to reverse its anticipated losses.
The issuer has no current agreement with respect to a merger or acquisition
with a targeted company. There is no assurance that the Company will be
successful in its plan to merge or acquire another entity. There has been no
industry identification by management nor has there been a business model
established consisting of the required operating history, assets and revenues of
a target company. Therefore, the issuer may enter into an agreement which may
result in a business combination with an entity without significant operating
history, revenues or assets precluding the potential for current earnings or
increased net worth.
The management of the issuer consists of its officers. They will devote a
portion of their time to the business of the Company attempting to locate and
close with a potential targeted company. There is neither compensation paid nor
an agreement to enter into such a contract in the future. The loss of these
individuals could adversely affect the Company's development and its continued
operations.
The Company has performed limited research in an attempt to determine
whether demand exists for these types of transactions. Even if further research
determines that the demand does in fact exist, there is no assurance that the
issuer will be able to conclude a transaction.
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The successful conclusion of an acquisition or merger by the issuer will
probably result in the issuance of securities to the shareholders of the
targeted company. This transaction will cause, in all probability, the
shareholders of the targeted company gaining control of the issuer and a change
in the existing management.
It is the intention of the issuer to structure a transaction with a
targeted company to minimize the state and federal tax consequences as they
apply to both parties. There can be no assurance that all the statutory
requirements can be met in the proposed reorganization or that the parties will
receive tax benefits desired in a transfer of stock or assets.
The issuer will seek those companies, which have audited financial
statements or assure the issuer that said statements will be furnished within
sixty days of closing. If audited financial statements are not available at
closing, the issuer will require representations that the statements, when
audited, will not materially differ from the unaudited statements presented.
There are no assurances that a viable candidate for merger will agree with the
issuer's request, which would result in the failure of the transaction to close.
The issuer will require that the targeted company be computer compliant for
the year 2000. If the target is not compliant it will be necessary to disclose
what steps it intends to take in order to eliminate any business disruption
created by noncompliance. There can be no assurance that the company will not
close a transaction with a company that has not or is unable to correct the year
2000 computer problems. The impact of said transaction could be very difficult
to ascertain.
The issuer does not believe it could be subject to regulation under the
Investment Company Act, because it will not be engaged in the business of
investing or trading securities. However, if the Company engages in operations
which result in it holding passive investments in more than one other company,
it could be subject to the regulations found in the Investment Company Act of
1940 and it would have to register under said act which could result in
significant registration and compliance costs.
The issuer has no full time employees. The president of the Company will
devote a portion of his time to the activities of the issuer without
compensation.
The Company will send an annual report to its security holders, which shall
contain audited financial statements. The issuer is electronically filing this
Registration Statement with the Securities Exchange Commission, without an
obligation to do so under the Securities Act of 1934, to comply with the
reporting requirements as promulgated by the commission. As such, the Company
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will advise the shareholders that the SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at http://www.sec.gov.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
During the next twelve months the issuer intends to locate, analyze,
acquire or merge with a targeted company. At this time, the issuer has no
company in mind. There has been no negotiation with any company neither on
behalf of the issuer nor by any officer, director or agent of the issuer
regarding any type of acquisition or merger. The issuer will solicit targeted
companies through the utilization of contacts in business and professional
communities. The issuer intends to solicit directly or may engage consultants or
advisors to assist it in reaching its objective. Payment will be made to these
consultants and advisors if a successful acquisition or merger occurs because of
their efforts. The payment may consist of cash or some stock in the surviving
entity or a combination of both.
The satisfaction of the issuer's cash requirements for the next twelve
months will be met in that the issuer's principal shareholders have agreed to
advance to the Company the additional funds needed for operations and those
amounts designated for costs associated with a search for and completion of an
acquisition. The principal shareholders have no expectation of reimbursement of
the funds advanced unless the new owners of the Company decide to pay all or a
portion thereof. A limit as to the minimum or maximum amounts advanced by the
principal shareholders has not been set. The issuer will not borrow funds to pay
management, agents, consultants, advisors or promoters. The Company will not
merge with, acquire or purchase assets of an entity in which the Company's
officers, directors or shareholders or any affiliate or agent hold an equity
position or is an officer or director.
The Company's business plan is to locate certain companies that may wish to
merge with the issuer in some fashion. This targeted company would desire the
perceived advantages of a merger with a public, reporting company. The perceived
advantages may enhance the company's ability to attract investment, utilize
securities for acquisition, provide liquidity and numerous other benefits. No
particular industry has been identified nor is this search confined to a
specific geographical area. It is not anticipated by management that the Company
will be able to participate in any more than one merger because of its limited
assets and resources.
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The issuer may merge or acquire a company in early stage development
needing additional capital to launch new products, increase marketing or improve
quality. The utilization of the public market may be beneficial in raising the
required capital.
The issuer does not have nor will it acquire capital to supply targeted
companies. It is the position of management that it can present to the candidate
the opportunity to acquire controlling interest in a public company without the
substantial costs, both in time and money, of an initial public offering.
Management has performed only limited research in this area.
The officers and directors of the issuer will undertake the responsibility
of finding and analyzing new business opportunities. They will perform this task
individually and possibly with the help of other consultants and agents. The
agents or consultants will not receive a cash fee from the issuer said fee will
have to be assumed by the target company. The officers are experienced in the
analysis of companies and will be able to determine the existence of the primary
requirements of a good business structure consisting of financial, management,
products, distribution, need for further research and development, growth
potential and other material requirements. The issuer will have total discretion
in determining the type of company best suited for a business combination.
The issuer will be subject to all the reporting requirements of the
Securities Exchange Act. Said Act requires, among other things, that a reporting
company file its audited financial statements. The issuer will not merge or
acquire a company that does not have or will not have audited financials within
a reasonable period of time, to meet the requirements of the Exchange Act. If
the merger candidate is unable to produce audited financial statements within
sixty days from the filing of the 8 K announcing the consummation of the merger
or said financial statements fail to comply with the Exchange Act, the closing
documents will provide for the dissolution of the transaction.
A target company may want to establish a public trading market for its
securities. It may desire to avoid what it perceives to be an adverse
consequence of undertaking its own public offering. It is possible to meet this
objective by entering into a transaction with the issuer. The adverse
consequences may be perceived to be, loss of control, substantial expense and
loss of time attempting to conclude an underwriting or the inability to retain
an underwriter with acceptable terms
A business candidate may have pre-existing agreements with outside
advisors, attorneys and accountants and the continuation of those agreements may
be required before the candidate will agree to close a transaction with the
issuer. These existing agreements may be a factor in the determination by the
issuer to go forward.
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The conclusion of a business transaction will most likely result in the
present shareholders no longer being in control of the issuer. Management of the
issuer probably will not have the expertise in the business of the new entity,
which will result in the resignation of the present management.
The acquisition or merger usually results in the issuance of restricted
securities as consideration. If the negotiations resulted in the requirement for
registered securities to be issued, the surviving company would have to bear the
burden of registering the shares. There can be no assurance that that these
newly registered shares would be sold into the market depressing the market
value.
A merger with another company will significantly dilute the percentage of
ownership the present shareholders now enjoy. The amount of dilution will depend
on the number of shares issued which in term could depend on the assets and
liabilities of the merging company. This is not to say that other factors may
not enter into this determination.
ITEM 3. DESCRIPTION OF PROPERTY
The issuer is currently housed in the home offices of one of its principal
shareholder, Carl P. Ranno. At 2816 East Windrose Drive Phoenix, Arizona 85032.
No rent is being charged to the issuer and the issuer may remain at this address
until a merger is concluded. The Company owns no real property and has no plans
to acquire real property.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth each person known by the Company to be the
beneficial owner of more than 5% of the Common Shares (the only class of voting
securities) of the Company all directors individually and all directors and
officers of the Company as a group. Each person has sole voting and investment
power with respect to the shares as indicated.
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class
------------------- -------------------- ----------
Carl P. Ranno 1,000,000 50.0%
2816 East Windrose Dr
Phoenix, AZ 85032
Edward A. Barth 1,000,000 50.0%
5046 East Blvd. N. W.
Canton, OH 44718
All Executive Officers and 2,000,000 100%
Directors as a Group (2 persons)
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The issuer has two officers and director.
Name Age Positions and Offices Held
---- --- --------------------------
Carl P. Ranno 60 President and Director
Edward A. Barth 42 Secretary and Director
There are no agreements that a Director will resign at the request of
another person and the above named Directors are not acting on behalf of nor
will act on behalf of another person.
The following is a brief summary of the Directors and Officers including
their business experiences for the past five years.
Carl P. Ranno received a degree in Economics from Xavier University in
Cincinnati, OH and his Juris Doctor from the University of Detroit School of
Law. Mr. Ranno spent many years in the practice of law, which included the
fields of litigation as well as mergers and acquisitions. He maintains his
license to practice law in the State of Michigan and is admitted to practice in
the state federal courts located in Michigan, the Sixth Circuit Court of
Appeals, the US Tax Court and the US Supreme Court. Mr. Ranno advises companies
as to legal issues and as well as strategic planning and mergers and
acquisitions.
From 1992 to 1996 he was the president of Pollution Controls International
Corp. which marketed and manufactured a patented after market automotive
environmental product. The operating subsidiary was voluntarily placed in
Bankruptcy in 1996. Ultimately, the parent merged with another company and Mr.
Ranno has no further contact with it.
Mr. Barth received a Bachelor of Science degree in civil engineering
technology from Youngstown State University. He has been employed by the City of
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North Canton, Ohio as well as the Michael Baker Engineering Corporation. In 1990
he returned to his family's construction business where he currently serves as
President of Barth Construction Co., Inc. Mr. Barth is a member of the National
Institute of Engineering Technologies and American Society of Certified
Engineering Technicians.
ITEM 6. EXECUTIVE COMPENSATION
The issuer's officer and directors do not and have not receive compensation
for services rendered to the issuer nor has any compensation been accrued. They
will not participate in any finders' fees however; they will receive some
benefits as beneficial owners of the issuer upon a merger or acquisition taking
place. Furthermore, there are no stock option plans, pension plans, insurance
coverage or other benefit programs adopted by the issuer.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no parents of this small business issuer.
There are and have been no transactions with promoters.
There were no material underwriting discounts and commissions upon the sale
of securities by the issuer where any of the specified persons was or is to be a
principal underwriter or is a controlling person or member of a firm that was or
is to be a principal underwriter.
There were no transactions involving the purchase or sale of assets other
than in the ordinary course of business.
ITEM 8. DESCRIPTION OF SECURITIES
The authorized capital stock of the issuer consists of 25,000,000 shares of
Common Stock, par value $.001 per share. There is no authorized Preferred Stock.
The material terms of the capital stock of the issuer are set forth in the
following statements. However, reference is made to the more detailed statements
as found in the Company's Articles of Incorporation and the Company Bylaws all
of which are attached to this registration statement as exhibits.
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Common Stock
Holders of common stock are entitled to one vote per each share standing in
his/her name on the books of the Company as to those matters properly before the
shareholders. There are no cumulative voting rights and simple majority
controls. The holders of common stock will share ratably in dividends, if any,
as declared by the Board of Directors in its discretion from funds or stock
legally available. Common stock holders are entitled to share pro-rata on all
net assets, in the event of dissolution. All of the shares of common stock are
fully paid and non-assessable.
The issuer is not offering preferred stock with this registration statement
nor is it offering debt securities.
There are no provisions in the Articles of Incorporation or the Bylaws that
would delay, defer or prevent a change of control. However, any future issuance
of preferred stock could have the effect of delaying or preventing a change in
control of the Company without further action by the shareholders and could
adversely affect the voting or other rights of the holders of common stock.
The business activity of the issuer is that of a blank check company as
defined in Section 7 (b) (3) of the Securities Act of 1933. A "blank check"
company is a company that: (i) is a development stage company without a specific
business plan or purpose or has indicated that its purpose is to engage in a
merger or acquisition with an unidentified company or companies or other entity
or person and (ii) is issuing "penny stock" as defined in Rule 3a51 - 1 under
the Securities Exchange Act of 1934. Penny Stock is an equity security other
than a security; (a) that is a reported security; (b) that is issued by an
investment company registered under the Investment Company Act of 1940; (c) that
is a put or call by the Option Clearing Corporation; (d) except for purposes of
section 7(d) of the Securities Act and Rule 419 that has a price of $5.00 or
more; (e) that is registered, or approved for registration upon notice of
issuance, on a national exchange; (f) that is authorized for, or approved for
authorization upon notice of issuance, for quotation on NASDAQ, except that a
security that satisfies the requirements of this paragraph, but that does not
otherwise satisfy the requirements of paragraphs (a), (b), (c) or (d) of this
section 3(a) 51-1, shall be a penny stock for purposes of section 15(b)(6) of
the Exchange Act; or (g) is issued by an issuer who has net tangible assets in
excess of $2,000,000 if it has been in continuos operation for at least three
years, $5,000,000 is in continuos operation for less than three years; or
average revenue of at least $6,000,000 for the last three years.
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PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON REGISTRANTS COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
MARKET INFORMATION.
There is no public trading market for the common equity and there has been
no trading to date. Furthermore, there is no assurance that a public trading
market will ever be established.
The issuer's securities meet the definition of "penny stock" as found in
Rule 3a51-1 of the Securities Exchange Act of 1934. The Securities and Exchange
Commission has adopted Rule 15g-9 which established sales practice requirements
for certain low price securities ("penny stock"). Unless the transaction is
exempt, it shall be unlawful for a broker or dealer to sell a penny stock to, or
to effect the purchase of a penny stock by, any person unless prior to the
transaction: (i) The broker or dealer has approved the person's account for
transactions in penny stocks pursuant to this rule and (ii) the broker or dealer
has received from the person a written agreement to the transaction setting
forth the identity and quantity of the penny stock to be purchased. In order to
approve a person's account for transactions in penny stock the broker or dealer
must: (a) obtain from the person information concerning the person's financial
situation, investment experience, and investment objectives; (b) reasonably
determine that transactions in penny stocks are suitable for that person, and
that the person has sufficient knowledge and experience in financial matters
that the person reasonably may be expected to be capable of evaluating the risks
of transactions in penny stocks; (c) deliver to the person a written statement
setting forth the basis on which the broker or dealer made the determination (i)
stating in a highlighted format that it is unlawful for the broker or dealer to
affect a transaction in penny stock unless the broker or dealer has received,
prior to the transaction, a written agreement to the transaction from the
person; and (ii) stating in a highlighted format immediately preceding the
customer signature line that (iii) the broker or dealer is required to provide
the person with the written statement; and (iv) the person should not sign and
return the written statement to the broker or dealer if it does not accurately
reflect the person's financial situation, investment experience, and investment
objectives; and (d) receive from the person a manually signed and dated copy of
the written statement. It is also required that disclosure be made as to the
risks of investing in penny stocks and the commissions payable to the broker-
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dealer, as well as current price quotations and the remedies and rights
available in cases of fraud in penny stock transactions. Statements, on a
monthly basis must be sent to the investor listing recent prices for the penny
stock and information on the limited market.
It is the issuer's intention to merge or acquire a company, which would
qualify it to be listed on the NASDAQ SmallCap Market. The initial listing
requirements are as follows: (1) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income in latest fiscal year or two of the
last three fiscal years of $750,000, (2) public float 1,000,000 shares with a
market value of $5,000,000, (3) minimum bid price of $4.00, (4) three market
makers, (5) 300 round lot (100 or more shares) shareholders, (6) an operating
history of one year or $50,000,000 market cap, and (7) corporate governance
standards must be in place. Subsequent to qualifying for listing the company, in
order to remain on the SmallCap Market, the company must maintain the following;
(1) net tangible assets of $2,000,000 or market capitalization of $35,000,000 or
net income in latest fiscal year or two of the last three fiscal years of
$500,000, (2) public float 500,000 shares with a market value of $1,000,000, (3)
minimum bid price of $1.00, (4) two market makers, (5) 300 round lot (100 or
more shares) shareholders, and (6) corporate governance standards must be in
place.
The company may not qualify for the SmallCap market after a merger or
acquisition. In that case it's securities may be traded on the Over The Counter
Bulletin Board (OTCBB). This exchange differs from NASDAQ in that the
qualifications do not include minimum assets, revenues, number of shareholders,
market capitalization, number of shares in the public float and corporate
governance standards. To qualify for OTCBB the company must have a market maker
willing to list the securities on a bid and ask quotation and sponsor the
company for listing. All companies, including banks and insurance companies,
traded on the OTCBB must be fully reporting as of June 2000. The company may
also offer its securities on the National Quotation Bureau, Inc., commonly known
as the "pink sheets".
It is the company's objective to become qualified for NASDAQ SmallCap
however; there is no assurance it will reach or maintain that objective. The
issuer may, after a merger or acquisition, commence trading on the OTC BB.
(a) Holders. There are two (2) holders of the common equity of the Company.
(b) Dividends. There have been no cash dividends declared to date and there
are no plans to do so. There are no restrictions that limit the ability to pay
dividends on common equity other than the dependency on the Company's revenues,
earnings and financial condition.
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ITEM 2. LEGAL PROCEEDINGS
The issuer is not a party to any pending legal proceeding nor is its
property the subject of any legal proceeding.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The Company has had no disagreements with its accountants nor has the
Company changed accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The Company has sold the following securities, which were not registered
during the past three years.
Date Name Number of Shares Consideration
---- ---- ---------------- -------------
March 15, 2000 Carl P. Ranno (1) 1,000.000 $3,127.00
March 15, 2000 Edward A. Barth 1,000,000 $3,127.00
----------
(1) Mr. Ranno elected to accept common securities as his fees for legal
services rendered to the issuer.
There have been no underwriting undertaken by the issuer.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the Nevada Revised Statutes sec. 78.751, a Nevada Corporation
has the power to indemnify its Directors, Officers, Employees and Agents.
Pursuant to Article IX of the issuers Articles of Incorporation, the Company
shall indemnify its Officers, Directors, Employees and Agents. Article VII of
the issuer's Bylaws specifically sets forth the Indemnification of those above
stated. Pursuant to the above the Directors and Officers liability is affected.
A copy of the Articles and Bylaws are attached as exhibits and more fully sets
forth the subject of this Item.
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PART F/S
Attached are the audited financial statements of the issuer for the Three
Months since its inception on March 7, 2000 and Ended May 31, 2000.
TABLE OF CONTENTS
Independent Auditors' Report ............................. 15
Balance Sheet ............................................ 16
Statement of Income (Loss) ............................... 17
Statement of Stockholders' Equity ........................ 18
Statement of Cash Flows for the .......................... 19
Notes to Financial Statements ............................ 20
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INDEPENDENT AUDITORS' REPORT
To the Stockholders
C and E Holdings, Inc.
Phoenix, Arizona
We have audited the accompanying balance sheet of C and E Holdings, Inc. as
of May 31, 2000 and the related statements of income (loss), stockholders'
equity, and cash flows for the three months beginning March 7, 2000 (inception)
and ended May 31, 2000. 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 C and E Holdings, Inc. as of
May 31, 2000 and the results of its operations and its cash flows for the three
months beginning March 7, 2000 (inception) and ended May 31, 2000 in conformity
with generally accepted accounting principles.
Hobe & Lucas
Independence, Ohio
July 7, 2000
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C AND E HOLDINGS, INC.
BALANCE SHEET
MAY 31, 2000
ASSETS
Current Asset
Cash $ 2,380
-------
Total Assets $ 2,380
=======
STOCKHOLDERS' EQUITY
Common stock - 25,000,000 shares authorized, 2,000,000
shares issued and outstanding, $.001 par value $ 2,000
Additional paid-in capital 4,254
Retained (deficit) (3,874)
-------
Total Stockholders' Equity $ 2,380
=======
See accompanying notes to financial statements.
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C AND E HOLDINGS, INC.
STATEMENT OF INCOME (LOSS)
FOR THE THREE MONTHS BEGINNING MARCH 7, 2000 (INCEPTION)
AND ENDED MAY 31, 2000
GENERAL AND ADMINISTRATIVE EXPENSES
Bank service charges $ 35
Licenses and fees 85
Organization and legal costs 3,754
-------
3,874
-------
(Loss) before provision for income taxes (3,874)
Provision for income taxes -0-
-------
Net (Loss) $(3,874)
=======
Net (Loss) per common share - Basic $ (.002)
=======
See accompanying notes to financial statements.
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C AND E HOLDINGS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS BEGINNING MARCH 7, 2000 (INCEPTION)
AND ENDED MAY 31, 2000
<TABLE>
<CAPTION>
Common Stock
------------------------ Additional Total
Issued Paid-in Accumulated Stockholders'
Shares Par Value Capital Deficit Equity
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Issuance of Common Stock 2,000,000 $ 2,000 $ 4,254 $ 0 $ 6,254
Net (Loss) (3,874) (3,874)
---------- ---------- ---------- ---------- ----------
Balance, May 31, 2000 2,000,000 $ 2,000 $ 4,254 $ (3,874) $ 2,380
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
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C AND E HOLDINGS, INC.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS BEGINNING MARCH 7, 2000 (INCEPTION)
AND ENDED MAY 31, 2000
Net Income (loss) $(3,874)
Non-cash operating expenses 3,127
-------
Net Cash Used in Operating Activities (747)
-------
Cash Flows from Financing Activities
Proceeds from issuance of common stock 3,127
-------
3,127
-------
Net Increase in Cash 2,380
Cash - March 7, 2000 0
-------
Cash - May 31, 2000 $ 2,380
=======
Supplemental Disclosure of Cash Flows Information:
Interest paid $ 0
=======
Taxes paid $ 0
=======
Supplemental disclosure of Noncash Investing and Financing Activities:
March 7, 2000
1,000,000 shares of common stock were issued in exchange for legal
services amounting to $3,127.
See accompanying notes to financial statements.
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C AND E HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2000
NOTE 1 - ORGANIZATION AND OPERATIONS
C and E Holdings, Inc. ("Company") was incorporated under the laws of the
State of Nevada on March 7, 2000. The company's primary business purpose is to
develop a publicly held holding company with the intention of acquiring
operating subsidiaries.
NOTE 2 - ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
NOTE 3 - FAIR VALUE OF FINANCIAL STATEMENTS
The carrying amount of cash approximates the fair value reported in the
balance sheet.
NOTE 4 - INCOME TAXES
Income taxes on continuing operations include the following:
Currently payable $ --
Deferred --
------
Total $ --
======
A reconciliation of the effective tax rate with the statutory U.S. income
tax rate is as follows:
% of
Pretax
Income Amount
------- -------
Income taxes per statement of income $ 0 0%
Tax rate differences resulting from:
Surtax exemption (736) (19)%
Income (loss) for financial reporting purpose
without tax expense or benefit (unavailable
for carryback against prior income taxes paid) (581) (15)%
------- -----
Income taxes at a statutory rate $(1,317) (34)%
======= =====
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C AND E HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2000
NOTE 4 - INCOME TAXES (CONTINUED)
The Company's deferred tax assets and liabilities at May 31, 2000:
Deferred tax asset $ 550
Valuation allowance (550)
Deferred tax liability --
------
$ --
======
Deferred taxes are provided for temporary differences in deducting expenses
for financial statement and tax purposes. The principal source for deferred tax
assets is the difference in methods for recovering organization costs.
NOTE 5 - LOSS PER COMMON SHARE
Income per common share is based on the weighted average number of shares
outstanding which was 2,000,000 for the three months beginning March 7, 2000
(Inception) and ended May 31, 2000.
NOTE 6 - RELATED PARTY TRANSACTIONS
A stockholder owning 50% of the outstanding shares of the Company provided
legal services amounting to $3,127 in connection with the organization of the
Company in exchange for his shares.
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PART III
ITEM 1. INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
3
(i) Articles of Incorporation
(ii) By-Laws
4 Instruments Defining the Rights of Holders
(i) Lock-Up Agreement with Edward A. Barth
(ii) Lock-Up Agreement with Carl P. Ranno
23 Consent of Accountant
27 Financial Data Schedule
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized.
C AND E HOLDINGS, INC.
July 25, 2000 By: /s/ Carl P. Ranno
------------------------------------
Director and President
22
