FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended March 31, 2000
COMMISSION FILE NUMBER: 0-9562
COLONIAL INDUSTRIES, INC.
formerly Impact Energy, Inc.
Texas 84-0818655
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
PO Box 980459, Houston Texas 77098-0459
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 526-8224
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Yes [] No [x] (Indicate by check mark whether the Registrant (1) has filed
all report 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.)
As of March 31, 2000, the number of shares outstanding of the Registrant's
Common Stock was 6,802,434.
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PART I: FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
Attached hereto and incorporated herein by this reference are consolidated
unaudited financial statements for the Quarter ended March 31, 2000, as Exhibit
QF1-00.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND PLAN OF OPERATIONS
Reg SB 303
(A) PLAN OF OPERATION. The Company is a candidate for a business combination,
joint venture, or structured acquisition, which, if effective, would create
profitability for the Company and its shareholders. There are no present plans
to pursue any acquisition at this time.
(B) RESULTS OF OPERATIONS. We have no current business, and have had no
operations in the last two fiscal years. This Issuer has no business or
productive assets and remains essentially dormant, its activities limited to
maintaining its corporate franchise in Texas, and making required periodic
filings and disclosure.
(C) LIQUIDITY AND CAPITAL RESOURCES. We have no capital resources and no
liquidity. This Issuer has no business or productive assets and remains
essentially dormant, its activities limited to maintaining its corporate
franchise in Texas, and making required periodic filings and disclosure.
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PART II: OTHER INFORMATION
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Exhibit QF1-00 Financial Statements (Un-Audited) March 31, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-QSB Report for the Quarter ended March 31, 2000, has been signed below
by the following person on behalf of the Registrant and in the capacity and on
the date indicated.
March 31, 2000
COLONIAL INDUSTRIES, INC.
formerly Impact Energy, Inc.
by
/s/ /s/
Joe Kane Jack Wells
President/Director Secretary/Treasurer
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EXHIBIT QF1-00
UN-AUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
MARCH 31, 2000
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COLONIAL INDUSTRIES, INC.
BALANCE SHEETS (UNAUDITED)
For the fiscal year ended December 31, 1999
And for the three months ended March 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
March 30, December 30,
2000 1999
----------- --------------
CURRENT ASSETS
Cash $ 0 $ 0
TOTAL CURRENT ASSETS 0 0
----------- --------------
TOTAL ASSETS 0 0
=========== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 49,577 49,577
Accrued interest 45,261 44,038
----------- --------------
Total Current Liabilities 94,838 93,615
----------- --------------
STOCKHOLDERS' EQUITY
Common Stock, no par value; authorized 75,000,000
shares of no par value, issued and outstanding;
6,802,434, 6,802,434 shares respectively
Additional paid-in Capital (Discount on stock) (48,932) (48,932)
Accumulated Surplus (Deficit) (45,906) (44,683)
----------- --------------
Total Stockholders' Equity (94,838) (93,615)
----------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 $ 0
=========== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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COLONIAL INDUSTRIES, INC.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
For the three months ended March 31, 2000 and 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Deficit
accumulated
during the
March 30, March 30, development
2000 1999 stage
----------- ----------- -------------
REVENUES $ 0 $ 0 $ 0
----------- ----------- -------------
EXPENSES
Professional fees 0 0 645
Interest Expense 1,223 1,223 45,261
----------- ----------- -------------
Total Operating Expense 1,223 1,223 45,906
----------- ----------- -------------
NET INCOME (LOSS) ($1,223) ($1,223) ($45,906)
=========== =========== =============
NET (LOSS) PER SHARE ($0.00018) ($0.00018) ($0.03035)
=========== =========== =============
Weighted average shares outstanding 6,802,434 6,802,434 1,512,429
=========== =========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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COLONIAL INDUSTRIES, 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, 1991, through 1999
And for the three months ended March 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From inception on
January 1, 1990
through
March 30, March 30, March 31,
2000 1999 2000
----------- ----------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) ($1,223) ($1,223) ($45,906)
Add item not requiring the use of cash 1,223 1,223 45,906
----------- ----------- -------------------
Net use of cash from operating activities 0 0 0
----------- ----------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Issuance of common stock
Increase (decrease) in accounts payable
NET INCREASE IN CASH
CASH AT BEGINNING OF PERIOD 0 -0- -0-
----------- ----------- -------------------
CASH AT END OF PERIOD $ 0 $ 0 $ 0
=========== =========== ===================
</TABLE>
The accompanying notes are an integral part of these financial statements.
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COLONIAL INDUSTRIES, INC.
STATEMENTS OF CASH FLOW (UNAUDITED)
For the three months ended March 31, 2000 and 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Additional Deficit
Paid-in Accumulated
Capital During the
Common Stock (Discount on Development
Shares Amount Stock) Stage
------------ ------------- -------------- -------------
Balance at beginning of development 999 $ 13,110,115 $ 0 ($13,159,047)
stage - January 1, 1990
Net Loss December 31, 1990-1997 0 0 0 (34,252)
------------ ------------- -------------- -------------
Balance December 31, 1997 999 13,110,115 0 (13,193,299)
Fractional shares from stock split 1,435 0 0 0
Shares issued for acquisition of
Colonial Industries and reorganization 6,800,000 (13,110,115) (48,932) 13,159,047
Net Loss December 31, 1998 0 0 0 (5,538)
------------ ------------- -------------- -------------
Balance December 31, 1998 6,802,434 0 (48,932) (39,790)
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Net (Loss) for the period ended
December 31, 1999 0 0 0 (4,893)
------------ ------------- -------------- -------------
Balance December 31, 1999 6,802,434 0 (48,932) (44,683)
Net (Loss) for the period ended
March 31, 2000 0 0 0 (1,223)
------------ ------------- -------------- -------------
Balance March 31, 2000 6,802,434 $ 0 ($48,932) ($45,906)
============ ============= ============== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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COLONIAL INDUSTRIES, INC.
(a Development Stage Company)
Notes to The Consolidated Financial Statements
March 31, 2000 and 1999
NOTE I - Summary of Significant Accounting Policies
a. Organization
Colonial Industries, Inc. ("the Company) formerly known as Impact Energy,
Inc., (a Colorado corporation organized on April 1, 1980) 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 with the Texas corporation being the survivor. Then on the same
date, the Company merged with Colonial Industries, Inc. a Texas corporation on
April 22, 1998 and changed the name of the Company to Colonial Industries, Inc.
Colonial 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.
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.
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COLONIAL INDUSTRIES, INC.
(a Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2000 and 1999
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 March 31,
2000 and December 31, 1999 and 1998.
March 31, December 31,
2000 1999 1998
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Deferred tax asset:
NOL carrryforward $ 578,000 $ 578,000 $578,000
Valuation allowance (578,000) (578,000) (578,000)
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Total -0- -0- -0-
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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.
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COLONIAL INDUSTRIES, INC.
(a Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2000 and 1999
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 interest on these obligations have also been
recorded through March 31, 2000.
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