SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933
Date of Report: February 15,1999
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Colonial Industries, Inc.
formerly Impact Energy, Inc.
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Texas 0-9562 84-0818655
(Incorporation) (Commission Number) (IRS Number)
2284 West Holcombe, Houston Texas 77030
(Address of principal executive offices) (Zip Code)
Telephone number: (713) 526-8223
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Item 5. Other Events
The purpose of this Current Report is to file Management Un-Audited
Financial Statements of October 31, 1998 (attachment 98-10-31 hereto), in order
to coordinate reporting with the Issuer's submission for listing on the Over the
Counter Bulletin Board, as currently required by the National Association of
Securities Dealers rules and regulations.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the Registrant
and in the capacities and on the date indicated.
February 15, 1999 Colonial Industries, Inc.
(formerly: Impact Energy, Inc.)
by
/s/ William Stocker
William Stocker
SPECIAL SECURITIES COUNSEL
1
<PAGE>
Attachment 98-10-31
2
<PAGE>
<TABLE>
COLONIAL INDUSTRIES, INC.
(formerly IMPACT ENERGY, INC.)
BALANCE SHEETS (UNAUDITED)
for the fiscal years ended December 31, 1996 and 1997
and for the period ended October 31, 1998
<CAPTION>
October 31, December 31,
-------------------------------------
1998 1997 1996
-------------------- ---------------- ----------------
ASSETS
CURRENT ASSETS
<S> <C> <C> <C>
Cash $ 57 -0- -0-
TOTAL CURRENT ASSETS 57 -0- -0-
-------------------- ---------------- ----------------
TOTAL ASSETS $ 57 -0- -0-
==================== ================ ================
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 48,932 $ 48,932 $ 48,932
Accrued interest 38,329 34,252 29,359
-------------------- ---------------- ----------------
Total Current Liabilities 87,261 83,184 78,291
-------------------- ---------------- ----------------
STOCKHOLDERS' EQUITY
Common Stock, no par value; authorized 75,000,000
shares; issued and outstanding, 6,802,100 shares, 26,976,068 749,555 749,555
Additional paid-in Capital 0 12,360,560 12,360,560
Accumulated Surplus (Deficit) (63,272) (13,193,299) (13,188,406)
-------------------- ---------------- ----------------
Total 26,912,796
--------------------
Less: Subscriptions receivable (27,000,000)
Total Stockholders' Equity (87,204) (83,184) (78,291)
-------------------- ---------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 57 $ 0 $ 0
==================== ================ ================
</TABLE>
The accoumpanying notes are an integral part
of these financial statements
page F-1
<PAGE>
<TABLE>
COLONIAL INDUSTRIES, INC.
(formerly IMPACT ENERGY, INC.)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
for the fiscal years ended December 31, 1996 and 1997
and for the period ended October 31, 1998
<CAPTION>
For the
Ten Months
Ended December 31,
October 31, --------------------------------------- Cumulative
1998 1997 1996 Amounts
------------------ ------------------ ----------------- ------------------
<S> <C> <C> <C> <C>
REVENUES $ -0- $ -0- $ -0- $ -0-
------------------ ------------------ ----------------- ------------------
EXPENSES
Auditor fees 800
Incorporation costs (Texas) 620
Miscellaneous phone, fax, fedex, etc. 2,500
Professional fees 5,470
SEC filing fees 1,800
Transfer agency fees 11,268
Travel 2,485
Interest Expense 4,077 4,893 4,893 37,933
------------------ ------------------ ----------------- ------------------
Total Operating Expense 29,020 4,893 4,893 37,933
------------------ ------------------ ----------------- ------------------
NET INCOME (LOSS) $ 29,020 $ 4,893 $ 4,893 $ 37,933
================== ================== ================= ==================
NET (LOSS) PER SHARE $ (0.00427) $ (0.00007) $ (0.00007) $ (0.00051)
================== ================== ================= ==================
Weighted average shares outstanding 6,802,100 74,955,530 74,955,530 74,955,530
================== ================== ================= ==================
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-2
<PAGE>
<TABLE>
COLONIAL INDUSTRIES, INC.
(formerly IMPACT ENERGY, INC.)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
for the period from inception of the Development Stage on January 1, 1990,
for the fiscal years ended December 31, 1996 and 1997
and for the period ended October 31, 1998
<CAPTION>
Additional Deficit
Paid-in Accumulated
Capital During the
Common Stock (Discount on Subscriptions Development
Shares Amount Stock) Receivable Stage
--------------- ------------- --------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
Balance at beginning of development 74,955,530 $ 749,555 $ 12,360,560 $ (13,159,047)
Net Loss December 31, 1990-1994 (19,573)
Net Loss December 31, 1995 (4,893)
Net Loss December 31, 1996 (4,893)
--------------- ------------- --------------- ----------------- ----------------
Balance December 31, 1996 74,955,530 749,555 12,360,560 (13,188,406)
Net Loss December 31, 1997 (4,893)
--------------- ------------- --------------- ----------------- ----------------
Balance December 31, 1997 74,955,530 749,555 12,360,560 (13,193,299)
Reorganization - April 28, 1998 - (749,555) (12,311,628) 13,159,047
Common shares reverse split
1 share for 75,000 shares (74,954,531)
Common shares reserved for
rounding up to whole shares 1,101
Common shares issued for cash 5,000,000 25,000
Common shares issued for
subscriptions receivable 1,800,000 27,000,000
Less: subscriptions receivable (27,000,000)
Net (Loss) for the ten months ended
October 31, 1998 (29,020)
--------------- ------------- --------------- ----------------- ----------------
Balance at October 31, 1998 6,802,100 0 $ 26,976,068 $ (27,000,000) $ (63,272)
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-3
<PAGE>
<TABLE>
COLONIAL INDUSTRIES, INC.
(formerly IMPACT ENERGY, INC.)
STATEMENTS OF CASH FLOW (UNAUDITED)
for the fiscal years ended December 31, 1996 and 1997
and for the period ended October 31, 1998
<CAPTION>
For the
Ten Months
Ended December 31,
October 31, ---------------------------------- Cumulative
1998 1997 1996 Amounts
-------------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (29,020) $ (4,893) $ (4,893) $ (66,126)
Add item not requiring the use of cash 4,077 4,893 4,893 41,183
-------------------- --------------- ----------------- -----------------
Net use of cash from operating activities (24,943) 0 0 (24,943)
-------------------- --------------- ----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Issuance of common stock 25,000
NET INCREASE IN CASH
CASH AT BEGINNING OF PERIOD 0 -0- -0- -0-
-------------------- --------------- ----------------- -----------------
CASH AT END OF PERIOD $ 57 $ 0 $ -0- $ 57
==================== =============== ================= =================
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-4
<PAGE>
Colonial Industries, Inc.
(a Development Stage Company)
Notes to The Consolidated Financial Statements
October 31, 1998, December 31, 1997 and 1996
NOTE I - Summary of Significant Accounting Policies
a. Organization
Colonial Industries, Inc. ("the Company) was incorporated as Impact
Energy, Inc., a Colorado corporation on April 1, 1980. Impact was
originally formed to engage in exploration for, and development,
production and sale of, oil and gas. During March, 1988 Impact
contributed all its producing oil and gas properties to Southwest Sites
Inc. and distributed the Ownership of Southwest to Impact's
shareholders. After the disposition of the oil and gas properties,
Impact began pursuing investment opportunities in the financial
services industry.
Impact made public announcements during 1988 stating its intent to
pursue the acquisition of failed Banks and Savings and Loans in the
state of Texas. No acquisitions were made in 1988 although Impact did
provide the financing for the recapitalization of one Texas bank and
provided the capital to refinance the control group of another.
The Company went inactive in 1989 and has been dormant ever since.
On April 23, 1998, the Company merged with Impact Energy, Inc. a
Texas corporation organized on April 22, 1998. The Texas corporation
has 75,000,000 no par value shares authorized, and a share for share
exchange took place. A reorganization adjustment was made on the books
and records and the retained deficit was eliminated. In October of 1998
the Company acquired Colonial Industries, Inc. and changed its name to
Colonial Industries, Inc.
b. Accounting Method
The Company recognizes income and expenses on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the
financial statements.
<PAGE>
Colonial Industries, Inc.
(a Development Stage Company)
Notes to the Consolidated Financial Statements
October 31, 1998, December 31, 1997 and 1996
NOTE I - Summary of Significant Accounting Policies (Continued)
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net
operating loss carryforwards totaling approximately $1,700,000 that
will be offset against future taxable income. These NOL carryforwards
have already begun to expire. No tax benefit has been reported in the
financial statements because the Company believes there is a 50% or
greater chance the carryforward will expire unused.
Deferred tax assets and the valuation account is as follows at
October 31, 1998 and December 31, 1997 and 1996. October 31, December
31,
1998 1997 1996
------------ ------------ -----------
Deferred tax asset:
NOL carrryforward $ 578,000 $ 578,000 $578,000
Valuation allowance (578,000) (578,000) (578,000)
--------- --------- ---------
Total -0- -0- -0-
============ ============ ===========
f. Use of estimates
The preparation of financial statements is in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and revenues and expenses during the
reporting period. In these financial statements, liabilities involve
extensive reliance on management's estimates. Actual results could
differ from those estimates.
<PAGE>
Colonial Industries, Inc.
(a Development Stage Company)
Notes to the Consolidated Financial Statements
October 31, 1998, December 31, 1997 and 1996
NOTE I - Summary of Significant Accounting Policies (Continued)
g. Principles of Consolidation
The Consolidated Financial Statements include the accounts of
Colonial Industries, Inc (formerly Impact Energy, Inc.) a Colorado
corporation, its wholly owned subsidiary Impact Energy, Inc. a Texas
corporation and its wholly owned subsidiary Colonial Industries, Inc.
All intercompany accounts and transactions have been eliminated in the
consolidation.
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has no
assets and no operating activity and is dependent upon financing to
continue operations, The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. It
is management's plan to find an operating company to merge with
providing necessary operating capital.
NOTE 3 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating
substantially all of its efforts in raising capital and developing its
business operations in order to generate significant revenues.
Management has elected to use January 1, 1990 as the date the Company
began the development stage.
NOTE 4 - Liens and Judgments
The Company has two tax liens and one outstanding judgment. Taxes
are owed to the IRS and the State of Texas in the amount of $9,812. An
outstanding judgment of $39,120 is also outstanding on the records of
the County Clerk of Dallas County, Texas. These liabilities are
reflected on the records as accounts payable and accrued on these
obligations have also been recorded through October 31, 1998.
