FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-09562
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
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.)
Not[X] (Indicate by check mark whether if disclosure of delinquent filers (
229.405) is not and will not to the best of Registrant's knowledge be contained
herein, in definitive proxy or information statements incorporated herein by
reference or any amendment hereto.)
As of December 31, 1999, the aggregate number of shares held by non-affiliates
was approximately 1,802,434 shares. Due to the limited market for the Company
securities, no estimate is being supplied herewith of the market value for such
securities.
As of December 31, 1999, the number of shares outstanding of the Registrant's
Common Stock was 6,802,434.
Exhibit Index is found on page 8
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PART I
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ITEM 1. DESCRIPTION OF BUSINESS.
(A) HISTORICAL INFORMATION. Colonial Industries, Inc., formerly Impact Energy,
Inc., is a Texas corporation, originally a Colorado corporation organized April
1, 1980, formed to engage in exploration for, development and sale of, oil and
gas. During March of 1988, Impact contributed all its producing oil and gas
properties to Southwest Sites, Inc., and distributed the ownership of Southwest
to the shareholders of Impact. After the disposition, Impact began pursuing
investment opportunities in the financial services industry. Impact made public
announcements during 1988 of its intention 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 funding with respect to two Texas Banks. The
Company became inactive in 1989 and has remained so to date.
On April 23, 1998, Impact Energy, Inc. (Colorado) moved its place of
incorporation from Colorado to Texas, and changed its name to Colonial
Industries, Inc., and a share for share exchange took place. In November of
1998, pursuant to shareholder approval, the issued and outstanding common stock
was reverse-split 75 shares to 1 share.
(B) BUSINESS. Impact Energy, Inc. was a Colorado corporation organized April 1,
1980, originally formed to engage in exploration for, development and sale of,
oil and gas. During March of 1988, Impact contributed all its producing oil and
gas properties to Southwest Sites, Inc., and distributed the ownership of
Southwest to the shareholders of Impact. After the disposition, Impact began
pursuing investment opportunities in the financial services industry. Impact
made public announcements during 1988 of its intention 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 funding with respect to two Texas
Banks. The Company became inactive in 1989 and has remained so to date.
Accordingly, 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) FINANCING PLANS. For more information, please see Item 6 of Part II,
Management's Discussion and Analysis.
(D) GOVERNMENT REGULATION. There are no issues of government regulation unique
to this Registrant or its business.
(E) PLANNED ACQUISITIONS. There are no planned acquisitions.
(F) EMPLOYEES. The Company has no employees or facilities, and enjoys the
non-exclusive office services of its President and Majority Shareholder.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company has no employees or facilities, and enjoys the non-exclusive
office services of its Officers and Principal Shareholders.
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ITEM 3. LEGAL PROCEEDINGS.
The Company has two tax liens and one outstanding judgement. Taxes are owed
to the IRS and the State of Texas in the amount of $9,812. An outstanding
judgement 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 estimated accrued interest on these obligations have also been
recorded through December 31, 1999.
There are no other legal or other proceedings pending against the Company,
as of the preparation of this Report, and no facts are known or suspected which
would give rise to any anticipation of any such proceedings in the foreseeable
future.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no matters submitted to a vote of shareholders during the
annual period covered by this report.
The Remainder of this Page is Intentionally left Blank
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PART II
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ITEM 5. MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.
(A) MARKET INFORMATION. We have one class of securities, No Par Common Stock (
Common Stock ). As of the date of this Annual Report, the securities of the
Issuer are not traded over the counter or on any trading exchange. There is no
assurance of any future trading in or of the securities of this Issuer. As of
December 31, 1999, the Company has issued and outstanding 6,802,434 shares of
Common Stock. There stands of record 1,802,434 unrestricted free-trading, and
5,000,000 issued as Restricted Securities.
(B) HOLDERS. Management calculates that the approximate number of holders of
the Company's Common Stock, as of December 31, 1999, was 1,174.
(C) DIVIDENDS. No cash dividends have been paid by the Company on its Common
Stock and no such payment is anticipated in the foreseeable future. No other
dividends have been paid or declared by the Issuer and none are anticipated.
(D) SALES OF UNREGISTERED COMMON STOCK 1999. None.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(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.
ITEM 7. FINANCIAL STATEMENTS.
Auditors Report of December 31, 1999 is filed herewith. These financial
statements, attached thereto are incorporated herein by this reference as though
fully set forth herein.
ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
The Remainder of this Page is Intentionally left Blank
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PART III
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ITEM 9.
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Jack Wells, President/Director, age 55, is also the president of ACX
Industries, Inc., the largest shareholder of this reporting corporation. He has
over twenty five years experience in all phases of the automobile industry,
including nine years as the owner-operator of one of Houston's largest recycling
operations, and six years as an independent automobile broker. He has served, on
many occasions, as an automotive consultant to banks and financial institutions
and as an expert automobile industry witness in court cases. In addition to his
affiliation with this corporation, he is the owner of Wells Investments, which,
through its subsidiaries, is a State of Texas licensed dealer of motorized
vehicles. He attended South Texas University and the University of Houston, is a
member of the National Automobile Dealers Association (NADA), the Houston
Automobile Dealers Association, and the Harris County Used Auto and Truck Parts
Association.
Joe Kane, Secretary/Director, age 57, is also secretary and treasurer of
ACX Industries. He is an attorney admitted to practice in both State and Federal
Courts, and a member of the bar of the Supreme Court of the United States. He is
currently serving as Chief Auditor for a division of a large hotel chain. From
1988 to 1990, he was employed as Director of Operations for a Texas based Life
Insurance Company. Previously he was engaged in private practice of law and
small business consulting for 14 years. He earned his Bachelor of Science,
Business and Economics, from the Illinois Institute of Technology, a Master of
Business Administration from Michigan State University, and his Juris Doctor
from Loyola University School of Law.
ITEM 10. EXECUTIVE COMPENSATION.
The Officers and Directors devote an insubstantial amount of time to our
affairs at this time and for the last several years. They serve without
compensation.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the best of
Registrant's knowledge and belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by Registrant, to be the beneficial owner or owners of more than five percent of
any voting class of Registrant's stock. More than one person, entity or group
could be beneficially interested in the same securities, so that the total of
all percentages may accordingly exceed one hundred percent of some or any
classes. Please refer to explanatory notes if any, for clarification or
additional information. The Registrant has only one class of stock; namely
Common Stock.
(B) SECURITY OWNERSHIP OF MANAGEMENT. To the best of Registrant's knowledge
and belief the following disclosure represents the total beneficial security
ownership of all Directors and Nominees, naming them, and by all Officers and
Directors as a group, without naming them, of Registrant, known to or
discoverable by Registrant. More than one person, entity or group could be
beneficially interested in the same securities, so that the total of all
percentages may accordingly exceed one hundred percent of some or any classes.
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Please refer to explanatory notes if any, for clarification or additional
information.
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Beneficial Owner Amount Percent
of Ownership of Class
------------------------------------------------------------------
Jack Wells (1) President/Director 5,000,000 73.50
PO Box 980459
Houston Texas 77098-0459
------------------------------------------------------------------
Joe Kane (1) Secretary/Director 5,000,000 73.50
PO Box 980459
Houston Texas 77098-0459
------------------------------------------------------------------
All Officers and Directors as a Group (1) 5,000,000 73.50
==================================================================
ACX Industries Inc. (1) 5,000,000 73.50
PO Box 980459
Houston Texas
------------------------------------------------------------------
Total Shares Issued and Outstanding 6,802,434 100.00
==================================================================
</TABLE>
(1) The shares owned by ACX are treated as if owned by the Officers of this
Issuer, by reason of their affiliation with that principal shareholder. They are
the same 5,000,000 shares.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(A) FINANCIAL STATEMENTS. Exhibit F-99 Financial Statements: December 31, 1999
and 1998 (audited).
(B) FORM 8-K REPORTS. None.
(C) EXHIBITS. Exhibit F-99 Financial Statements: December 31, 1999 and 1998
(audited).
SUPPLEMENTARY INFORMATION TO BE FURNISHED WITH
REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY
REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
No annual report or proxy material has been sent to security holders.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the individual capacities and on the
date indicated.
COLONIAL INDUSTRIES, INC.
A TEXAS CORPORATION
Dated: June 1, 2000
by
/s/ /s/
Jack Wells Joe Kane
President/Director Secretary/Treasurer
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EXHIBIT F-99
AUDITED FINANCIAL STATEMENTS:
DECEMBER 31, 1999 AND 1998
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COLONIAL INDUSTRIES, INC.
(a Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998
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C O N T E N T S
Auditor's Report 11
Consolidated Balance Sheets 12
Consolidated Statements of Operations 13
Consolidated Statements of Stockholders' Equity 14
Consolidated Statements of Cash Flows 15
Notes to the Consolidated Financial Statements 16-18
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INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
Colonial Industries, Inc.
We have audited the accompanying consolidated balance sheets of Colonial
Industries, Inc. (a Development Stage Company) formerly known as Impact Energy,
Inc., as of December 31, 1999 and 1998 and the related consolidated statements
of operations, stockholders' equity and cash flows for years ended December 31,
1999, 1998, 1997 and from inception on January 1, 1990 through 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Colonial Industries,
Inc. (a Development Stage Company) as of December 31, 1999 and 1998 and the
results of its operations and cash flows for the years ended December 31, 1999,
1998, 1997 and from inception on January 1, 1990 through 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 2 to the
financial statements, the Company has no assets and no operations and is
dependent upon financing to continue operations. These factors raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in the Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/
Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
March 22, 2000
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COLONIAL INDUSTRIES, INC.
(a Development Stage Company)
Consolidated Balance Sheets
<TABLE>
<CAPTION>
<S> <C> <C>
December 31,
1999 1998
-------------------------------------------------------------------------
ASSETS
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 44,038 39,145
-------------------------------------------------------------------------
Total Current Liabilites 93,615 88,722
=========================================================================
Stockholders' Equity
Common Stock, authorized
75,000,000 shares of no par value,
issued and outstanding 6,802,434 0 0
Additional Paid in Capital/(Discount on Stock) (44,932) (48,932)
Deficit Accumulated During the
Development Stage (44,683) (39,790)
-------------------------------------------------------------------------
Total Stockholders' Equity (93,615) (88,722)
=========================================================================
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.
(a Development Stage Company)
Consolidated Statements of Operations
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Deficit
Accumulated
For the Years during the
ended December 31, development
1999 1998 1997 Stage
------------------------------------------------------------------------------------------------
Revenues: $ 0 $ 0 $ 0 $ 0
Expenses:
Fees 0 645 0 645
Interest Expense 4,893 4,893 4,893 44,038
------------------------------------------------------------------------------------------------
Total Expense 4,893 5,538 4,893 44,683
------------------------------------------------------------------------------------------------
Net (Loss) (4,893) (5,538) (4,893) (44,683)
------------------------------------------------------------------------------------------------
Net Loss Per Share $ 0 $ 0 ($4.90) ($0.03)
------------------------------------------------------------------------------------------------
Weighted Average Shares Outstanding 6,802,434 6,802,434 999 1,512,429
================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
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COLONIAL INDUSTRIES, INC.
(a Development Stage Company)
Consolidated Statement of Stockholders' Equity
<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
stage - January 1. 1990 999 $ 13,110,115 $ 0 ($13,159,047)
-----------------------------------------------------------------------------------------------------
Net Loss December 31, 1990-1997 0 0 0 (34,252)
Balance, December 31, 1997 999 13,110,115 0 (13,193,299)
-----------------------------------------------------------------------------------------------------
Fraction 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)
-----------------------------------------------------------------------------------------------------
Net Loss December 31, 1999 0 0 0 (4,893)
Balance December 31, 1999 6,802,434 $ 0 ($48,932) ($44,683)
</TABLE>
The accompanying notes are an integral part of these financial statements.
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COLONIAL INDUSTRIES, INC.
(a Development Stage Company)
Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
January 1,
1990 (inception
of the
development
For the Years stage) to
ended December 31, December 31,
1999 1998 1997 1999
-------------------------------------------------------------------------------------------------
Cash Flows from Operating
Activities
-------------------------------------------------------------------------------------------------
Net Loss ($4,893) ($5,538) ($4,893) ($44,683)
Adjustments to reconcile
net loss to net cash
provided by operations
Accrued expenses 4,893 5,538 4,893 44,683
-------------------------------------------------------------------------------------------------
Net Cash Flows used in
Operating Activities 0 0 0 0
-------------------------------------------------------------------------------------------------
Cash Flows from Investment
Activities: 0 0 0 0
-------------------------------------------------------------------------------------------------
Net increase (decrease) in cash 0 0 0 0
-------------------------------------------------------------------------------------------------
Cash, beginning of year 0 0 0 0
Cash, end of year $ 0 $ 0 $ 0 $ 0
Supplemental Cash Flow Information
Cash paid for:
Interest $ 0 $ 0 $ 0 $ 0
Taxes $ 0 $ 0 $ 0 $ 0
</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
December 31, 1999 and 1998
NOTE 1 - 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.
The Company 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 the Company did provide the
financing for the recapitalization of one Texas bank and provide 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, Impact Energy, Inc. (Colorado) 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 organized 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.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
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
December 31, 1999 and 1998
NOTE 1 - Summary of Significant Accounting Policies (Continued)
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 and
are limited to use based on ownership changes through acquisitions. 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 December
31, 1999 and 1998:
December 31,
1999 1998
--------------------------------------------------------------------------------
Deferred tax asset:
NOL carrryforward $ 578,000 $ 578,000
Valuation allowance (578,000) (578,000)
--------------------------------------------------------------------------------
Total $ 0 $ 0
================================================================================
f. Use of estimates
The preparation of financial statements 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.
g. Principles of Consolidation
The Consolidated Financial Statements include the accounts of Colonial
Industries, Inc. a Colorado corporation and its wholly owned subsidiary Colonial
Industries, Inc. a Texas corporation. 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.
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COLONIAL INDUSTRIES, INC.
(a Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998
The accompanying notes are an integral part of these financial statements
NOTE 4 - Liens and Judgements
The Company has two tax liens and one outstanding judgement. Taxes are
owed to the IRS and the State of Texas in the amount of $9,812. An outstanding
judgement 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 estimated accrued interest on these obligations have also
been recorded through December 31, 1999.
NOTE 5 - Stock Split
On April 23, 1998, the Company authorized a 1 for 75,000 reverse stock
split. These financial statements have been retroactively restated to reflect
the split. The par value has also been retroactively restated.
NOTE 6 - Acquisition of Colonial Industries
Pursuant to a share exchange and reorganization agreement, the Company
issued 6,800,000 shares of common stock to the shareholders of Colonial
Industries, Inc. for all issued and outstanding stock of Colonial. This
transaction was accounted for as a reverse acquisition and the retained earnings
of the Company were adjusted to reflect the history of Colonial, the accounting
acquirer.
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