SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended: December 31, 1992
Commission File number: 33-41063-A
CHATHAM INTERNATIONAL, INC.
---------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2960590
------------------------------- ----------------------
(State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3816 West Linebaugh Avenue, Suite 408, Tampa, FL 33624
- ------------------------------------------------ --------
(Address of principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(813-960-0557)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Common Stock, $.001 Par Value per Share
---------------------------------------
(Title of Class)
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. Yes [ ] No [X]
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.
State issuer's revenues for its most recent fiscal year. $0
Transitional Small Business Disclosure Format:
Yes [ ] No [X]
As of December 31, 1992, 740,268 shares of common stock were outstanding. The
aggregate market value of the Stock held by non-affiliates of Chatham
International, Inc. was none.
Documents incorporated by reference: (1) The Company's Registration Statement on
Form S-18 (33-41063-A).
<PAGE>
Part I
Item 1. Business.
General
Chatham International, Inc., ("the Company") a Florida corporation was organized
in May 25, 1988 as Cornerstone Capital, Inc. and the name was changed on
September 22, 1990. It completed an initial public offering which commenced on
November 14, 1991, comprised of 16,268 shares of Common Stock and One Zero
Coupon U.S. Treasury-Backed Obligation ("USTBO") with a maturity value of $1,000
at a price of $1,000. The Registrant offered a maximum of 3,000 units and a
minimum of 75 units on a best efforts basis. The underwriter for the offering
was Boe and Company formerly known as SBV Securities, Inc. A total of 98 units
was sold and net proceeds were $67,770. The Company closed its offering May 14,
1992 due to inadequate capital.
The Company intended upon completion of the public offering, to commence
operations as an export management company and provide a range of business
services and assistance to manufacturers desiring to do business in foreign
markets. The Company is presently in the developmental stage. The Company has
been unsuccessful to date in achieving any business operations due to inadequate
capital.
Services
None.
Competition
Since the Company has no identified business it may be in competition with many
companies of greater experience, financial resources, and established business.
Employees and Consultants
The Company presently has five employees, its Chairman of the Board/Treasurer,
Thomas L. McCrimmon; President, Kenneth Smart; Vice President, Bertram E.
Cutler; Vice President, Sue Thomas; and Secretary, Dawn King. These officers
intend to devote such time as necessary to the business affairs of the Company.
Presently, none of the officers receive salaries, however, they are reimbursed
for their expenses incurred in their services as officers. There is no provision
for any additional bonuses or benefits. The Company anticipates that in the near
future it may enter into employment agreements with its officers. Although
Directors do not receive compensation for their services they may be reimbursed
for expenses incurred in attending Board meetings. The officers and directors
did not receive salaries during 1992; but, they did receive 180,000 common
shares as compensation for services.
<PAGE>
Item 2. Properties.
The Company maintains its corporate office at 3816 West Linebaugh Avenue, Suite
408, Tampa, Florida 33624 under an informal arrangement with the Company's
Chairman of the Board. This space is deemed adequate for the foreseeable future.
Item 3. Legal Proceedings.
The Company is not a party to any pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders within thee year covered
by this report, through solicitation of proxies or otherwise.
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The outstanding registered securities of Chatham International, Inc. are not now
presently traded on any exchange.
Common Stock Common Stock
1992 Bid High Bid Low
- ----------------------------------------------------------------
1st Quarter n/a n/a
2nd Quarter n/a n/a
3rd Quarter n/a n/a
4th Quarter n/a n/a
The Company anticipates its shares will trade over the counter by market makers
who have not as yet quoted a specific bid or ask price. Quotations, if made,
represent only prices between dealers and do not include retail markups,
markdowns or commissions and accordingly, may not represent actual transactions.
The Company estimates that as of December 31, 1992, there are approximately 110
stockholders of the Company's shares.
No dividends have been declared or paid by the Company and presently intends to
retain all future earnings, if any, to finance the expansion and development of
its business.
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
<PAGE>
Financial Condition
During fiscal year 1992, the Company continued to be a development stage entity
and as yet has posted no sales or revenues except dividends earned from
investments.
Financial Condition and Changes in Financial Condition
No operations were conducted and no revenues were generated in the fiscal year
although the company received $604 in interest income in 1992 as compared with
$150 in 1991. The Company at year end had $30,779 in cash, and no other
significant assets. The Company at year end would have needed cash infusions
from shareholders to provide capital, or loans from any sources, for any
significant business venture.
Liquidity and Capital Assets.
The Company's primary source of liquidity since inception has been from funds
raised during its initial capitalization. During fiscal 1992, cash received from
the public offering was adequate to fund operations. The Company will rely on
the funds raised from the initial public offering for meeting ongoing expenses
during the next year.
The Company's cash position increased from $3,757 at December 31, 1991 to
$30,779 as of December 31, 1992. The increase in cash resulted primarily from
funds resulting from the public company.
Results of Operations - 1992
Expenses during 1992 consisted of attorney and accounting fees, travel costs of
$11,833, rent costs of $9,316, filing fees, bad debt of $14,469, consulting fees
of $12,047 and general operating expenses associated with the Company's public
offering and investigating several import opportunities. As of December 31, 1992
the Company has no material commitments for capital expenditures.
During the fiscal year ended December 31, 1992, the Company incurred $54,009
general and administrative expenses, and $550 in interest expense, for a total
net after income of $604, of $53,955 in operating loss. In 1991 the Company
incurred $9,028 in General and Administrative expenses, for a net loss on
operations of $8,878 after $150 of interest income. At present, the Company has
no business income or business operations. Accordingly, the reported financial
information herein may not be indicative of future operating results.
Item 7. Financial Statements and Supplemental Data.
Attached hereto and filed as part of this Form 10-K are the financial statements
required by Regulation SB. Please refer to pages F-1 through F-10.
<PAGE>
Item 8. Changes in and Disagreements on Accounting and Financial Disclosure.
In connection with audits of two most recent fiscal years and any interim period
preceding resignation, no disagreements exist with any former accountant on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope of procedure, which disagreements if not resolved to the
satisfaction of the former accountant would have caused him to make reference in
connection with his report to the subject matter of the disagreement(s).
Part III
Item 9. Directors and Executive Officers of the Registrant and Compliance with
Section 16(a).
The directors and executive officers of the Company as of December 31, 1992, are
as follows:**
Name Age Position Held
---- --- -------------
Thomas L. McCrimmon 49 Chairman of the Board/Treasurer, Director
Kenneth Smart 56 President
Bertram E. Cutler 66 Vice President/Director
Sue Thomas 54 Vice President
Dawn King 39 Secretary/Director
Thomas L. McCrimmon (age 49) Chairman of the Board, Treasurer and Director. Mr.
McCrimmon has served the Company since its inception in May, 1988. Mr. McCrimmon
has been involved in merger and acquisition work and management consulting to
private and public companies since 1976. From 1976 - 1984 he was the founder and
owner of Bay Business Consultants, Tampa, FL and was a business broker and
consultant. Mr. McCrimmon has been the President and a founder of Florida
Hi-Tech Capital, Inc., Tampa, Florida a privately held financial management
consulting firm from 1984 to present. From 1988 - April, 1990, Mr. McCrimmon was
President of Paragon Acquisitions Group, Inc. a publicly held company which
merged with Sun Up Foods, Inc., Benton, Kentucky, in April, 1990. Sun Up
processes citrus juice concentrate for resale. In September, 1990, Sun Up Foods,
Inc. filed for protection from its creditors under Federal bankruptcy laws, as
of the date hereon, the case was still pending final judgement at year end. Mr.
McCrimmon is also President and Director (1988 - March, 1991) of Baystar
Capital, Inc. a public offering which was acquired by American Clinical Labs,
Inc. a holding company which seeks to acquire medical laboratories and medical
clinics. Mr. McCrimmon is also President and a Director of Strategic Ventures,
Inc. (1987 - present), an offering which was completed in August, 1989 under the
name of Sci Tech Ventures, Inc. which was changed pursuant to the annual
stockholders meeting May, 1991. Strategic Ventures, Inc. is presently a holding
company which is actively seeking a merger candidate. Mr. McCrimmon is also the
President of Source Capital, Inc. (1988 - 1991) which was an inactive subsidiary
of Strategic Ventures, Inc. During 1984, Mr. McCrimmon was President of Cinema
Cafes USA, Inc. a private company which sought to franchise the concept of movie
theaters with expanded food concessions. Cinema Cafes USA, Inc. attempted a
public offering of common stock however, the offering was unsuccessful. Mr.
McCrimmon intends to devote only part time to the business needs of the Company.
<PAGE>
Kenneth Smart (age 56) President. Mr. Smart has served the Company as President
since 1990. Since 1979 Mr. Smart has practiced private accounting as a principle
and Chairman of The Smart Group, A.C. and its predecessors Ken Smart and
Associates, A.C. (1979 - 1986) and Smart, Rayburn & Associates, (1986 - 1990).
In addition, Mr. Smart has participated in various business conferences related
to financing, export and reporting requirements for government agencies. Mr.
Smart holds a Bachelor of Business Administration from Marshall University,
Huntington, West Virginia, (1965) and completed graduate studies work at
Marshall University, Huntington, West Virginia. Mr. Smart will devote only part
of his time to the business affairs of the Company.
Bertram E. Cutler (age 66) Vice President, Director. Mr. Cutler has served as
Vice President and Director of the Company since its inception, May, 1988. From
1985 to present Mr. Cutler has been a licensed insurance agent and the President
of Wall Street Mall Agency, Inc., a firm specializing in marketing programs for
the insurance industry. Previously, Mr. Cutler was co- founder and a consultant
to Career Development, Corp., an executive search firm with offices in Atlanta
and Washington, D.C. (1972-1985). From 1987 - present he has been Vice President
and Director of Strategic Ventures, Inc. (formerly Sci Tech Ventures, Inc.) a
public company which is negotiating to acquire acquisition candidates. Mr.
Cutler is also the Vice President of Source Capital, Inc. (1988 - 1991) which
was an inactive subsidiary of Strategic Ventures, Inc. Mr. Cutler intends to
spend only part time on the business of the Company.
Sue Thomas (age 54) Vice President, Marketing. Ms. Thomas has served the Company
as Vice President of Marketing since 1990. From 1976 through 1988 Ms. Thomas has
been involved in public relations, bookings and business management for
Huntington Civic Center and also Memorial Field House, each located in
Huntington, West Virginia. Ms. Thomas was responsible for all business,
personnel matters, banking, promotions, booking events and complete facility
budgets. During Ms. Thomas' affiliation at the Huntington Civic Center she
reported directly to the mayor and served as a member of his staff. Since 1989
Ms. Thomas has worked as an independent business consultant with clients such as
City of Huntington, WV, Huntington Civic Center and Urban Renewal Authority,
Huntington, WV. Ms. Thomas will devote only part of her time to the business of
the Company.
Dawn King (age 39) Secretary, Director. Ms. King has served as Secretary and
Director of Chatham International since 1988. Ms.King is also President of
Package Shippers, Inc. (1983 - Present), a licensor of package shipping services
designed for small to medium size independent retailers which has shipping
drop-off locations throughout Florida. Package Shippers specializes in small
shipments within the U.S. and Canada of personal and business items. Other
services include packing, carrier selection and customs documentation and
clearance. Ms. King is also a major stockholder of Strategic Ventures, Inc.
(formerly Sci Tech Ventures, Inc.) an investment holding company which was
formed in 1987 and is presently seeking an acquisition. During 1984, Ms. King
was Vice President of Cinema Cafes USA, Inc. a private company which sought to
franchise the concept of movie theaters with expanded
<PAGE>
food concessions. Cinema Cafes USA, Inc. attempted a public offering of common
stock however, the offering was unsuccessful. From 1977 - 1983 Ms. King was a
commission sales person with Montgomery Ward. Ms. King holds a Bachelor Degree
in Business Administration and Marketing from Florida State University (1977).
Ms. King will devote only part of her time to the business of the Company.
Directors of the Company hold office until the next annual meeting of the
shareholders and until their successors have been elected and qualified.
Officers of the Company are elected by the Board of Directors at the first
meeting after each annual meeting of the Company shareholders and hold office
until their death, or until they shall resign or have been removed from office.
Section 16(a) Reporting Delinquencies
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's officers and directors, and persons who own more
than 10% of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership of equity securities of the
Company with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings.
1. The following persons did not file reports under Section 16(a) during
the most recent fiscal year or prior years:
a. Thomas McCrimmon Chairman and Director
b. Dawn King Secretary and Director
c. Bertram E. Cutler Vice President and Director
d. Kenneth Smart President and Director
e. Sue Thomas Vice President
2. For each person, listed by subparagraph letter above:
<TABLE>
<CAPTION>
Number of late Number of Known failures
reports transactions not to file forms
reported on a timely basis
- -------------- -------------------------- --------------
<S> <C> <C> <C>
a. 1991 to 1992(2) None i) Annual Form 5(x2)
b. 1991 to 1992(2) None i) Annual Form 5(x2)
c. 1991 to 1992 (2) None i) Annual Form 5(x2)
d. 1991 to 1992(2) None i) Annual Form 5(x2)
e. 1991 to 1992 (2) None i) Annual Form 5(x2)
</TABLE>
<PAGE>
Item 10. Executive Compensation.
The Company recorded a total of $9,000 as consulting expenses for services
rendered by the executive officers to the Company in all capacities during the
1992 fiscal year. No one executive officer received, or has accrued for his
benefit, in excess of $60,000 for the year. No cash bonuses were or are to be
paid to such persons.
The Company does not have any employee incentive stock option plans.
There are no plans pursuant to which cash or non-cash compensation was paid
or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE OF EXECUTIVES
Annual Compensation Awards
--------------------------------------------------- ------
Name and Year Consulting Fees Bonus Other Annual Restricted Stock Securities
Principal Position ($) ($) Compensation ($) Award(s) Underlying
($) Options/
SARs (#)
- ------------------ ---- --------------- ----- --------------- ----------------- ----------
<S> <C> <C> <C> <C> <C> <C>
1990 0 0 0 0 0
Tom 1991 0 0 0 0 0
McCrimmon,
Chairman 1992 3,750* 0 0 0 0
1990 0 0 0 0 0
Ken Smith, 1991 0 0 0 0 0
President 1992 0 0 0 0 0
1990 0 0 0 0 0
Bertram E. 1991 0 0 0 0 0
Cutler, V.P. 1992 1,500* 0 0 0 0
1990 0 0 0 0 0
Sue Thomas,
Vice
President,
Marketing 1991 0 0 0 0 0
1992 0 0 0 0 0
Dawn King, 1990 0 0 0 0 0
Secretary,
Director 1991 0 0 0 0 0
1992 3,750* 0 0 0 0
</TABLE>
* Designates value of services rendered for which restricted common stock shares
totalling 180,000 were issued (See "Certain Relationships and Related
Transactions"). The shares had no market value at the time of the award.
<PAGE>
Option/SAR Grants Table (None)
Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
(Except for compensation of Officers who are also Directors which Compensation
is listed in Summary Compensation Table of Executives)
<TABLE>
<CAPTION>
Cash Compensation Security Grants
-------------------------- ---------------------------------
Name Annual Meeting Consulting Number of Number of
Retainer Fees ($) Fees/Other Shares (#) Securities
Fees ($) Fees ($) Underlying
Options/SARs (#)
- ----- ------- -------- ---------- --------- ---------------
<S> <C> <C> <C> <C> <C>
A. Director 0 0 0 0 0
Thomas L.
McCrimmon
B. Director Kenneth 0 0 0 0 0
Smart
C. Director Bertram E. 0 0 0 0 0
Cutler
D. Director 0 0 0 0 0
Sue Thomas
E. Director 0 0 0 0 0
Dawn King
</TABLE>
Item 11. Security Ownership of Management and Beneficial Owners.
The following table sets forth information, as of December 31, 1992, with
respect to the beneficial ownership of the Company's $.001 par value common
stock by each person known by the Company to be the beneficial owner of more
than five percent of the outstanding common stock, and the beneficial ownership
of the company's common stock by management of the company.
<PAGE>
<TABLE>
<CAPTION>
Stock Title Name and Address Amount of Beneficial Percentage
of Class of Beneficial Owner Ownership of Class
- ----------- ------------------- -------------------- ----------
<S> <C> <C> <C>
Common Thomas L. 195,000 26%
McCrimmon
Chairman and Director
3816 West Linebaugh
Tampa, FL 33624
Common Kenneth Smart 56,666 7.6%
President and Director
1101 6th Ave
Huntington, WV 25710
Common Bertram E. Cutler 120,000 16%
Vice Presiden/Secretary
and Director
3816 West Linebaugh
Tampa, FL 33624
Common Sue Thomas (1) 41,667 5.6%
Vice President and Director
1303 Cheshire Lane
Bel Aire, MD 21014
Common Dawn R. King 165,000 22.8%
Secretary and Director
3816 West Linebaugh
Tampa, FL 33624
All Officers and 578,333 78%
Directors as a Group
(5 Persons)
</TABLE>
(1) Sue Thomas and Charles Thomas are unaffiliated shareholders.
(2) The above table assumes the non-exercise of 48,900 shares reserved for the
Underwriter's Warrant and the 400,000 shares reserved for stock purchase
warrants held by insiders.
Item 12. Certain Relationships and Related Transactions.
On October 9, 1992, the Company issued 180,000 shares of its common stock
for services rendered valued at $9,000 to Thomas L. McCrimmon, (75,000 shares),
Bertram E. Cutler (30,000 shares) and Dawn R. King (75,000 shares) all of whom
are officers, directors and shareholders of the Corporation.
<PAGE>
Part IV
Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following exhibits and financial statement schedules are filed as
exhibits to this Report:
1. Financial Statements of the Registrant are included under Item 8 hereof.
2. Financial Statement Schedules - None
3. Exhibits:
Exhibit # Description Location
3.1 Articles of Incorporation Exhibit to Registration
Statement filed November
14, 1991 by Registrant on
Form S-18
3.2 Bylaws of Registrant Exhibit to Registration
Statement filed November
14, 1991 by Registrant on
Form S-18
4.1 Form of Stock Certificate Exhibit to Registration
Statement filed November
14, 1991 by Registrant on
Form S-18
4.2 Form of Warrant Certificate Exhibit to Registration
Statement filed November
14, 1991 by Registrant on
Form S-18
27.1 Financial Data Schedule
(b) Reports on Form 8-K. There were no reports on Form 8-K for the twelve month
period ended December, 1992.
(c) Proxy Statements. There were no proxy statements or annual reports sent to
stockholders during the period covered herein.
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant had duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized, in the city of Tampa,
State of Florida on this 24th day of March, 1997.
Chatham International, Inc.
By: \s\Thomas L. McCrimmon
------------------------------------------
Thomas L. McCrimmon, Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
\s\ Thomas L. McCrimmon Chairman of the Board March 24, 1997
- -----------------------
Thomas L. McCrimmon Treasurer
Chief Financial
Officer, Director
\s\Bertram E. Cutler Vice President March 24, 1997
- --------------------
Bertram E. Cutler Director
<PAGE>
ALESSANDRI & ALESSANDRI, P.A.
- ----------------------------
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
Chatham International, Inc.
Tampa, Florida
We have audited the accompanying balance sheets of Chatham International,
Inc., (a development stage company) as of December 31, 1992 and 1991, and the
related statements of operations, stockholders' equity, and cash flows for the
years then ended, and for the period from May 25, 1988 (inception) to December
31, 1992. 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 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 audits provide a reasonable basis for our opinion.
In our opinion, based on our audits, the financial statements referred to
above present fairly, in all material respects, the financial position of
Chatham International, Inc. as of December 31, 1992 and 1991, and the results of
its operations and its cash flows for the years then ended, and for the period
from May 25, 1988 (inception) to December 31, 1992 in conformity with generally
accepted accounting principles.
As described in the notes to the financial statements, Chatham
International, Inc. ( the "Company") was formed to pursue the business of
import/export management. Presently, the Company has not realized revenues, and
additional financing may be required.
/s/ Alessandri & Alessandri, P.A.
ALESSANDRI & ALESSANDRI, P.A.
July 10, 1996
Accountants & Consultants
5121 Ehrlich Road Suite 106-B Tampa, Florida 33624
(813) 969-1995 (813) 960-2740
<PAGE>
<TABLE>
<CAPTION>
CHATHAM INTERNATIONAL, INC.
(a development stage company)
BALANCE SHEETS
DECEMBER 31, 1992 and 1991
1992 1991
---- ----
<S> <C> <C>
ASSETS
Cash ............................................................. $ 30,779 $ 3,757
Note Receivable .................................................. 1,500
Other Assets - (net of amortization) ............................. 119 179
Deferred Offering Costs .......................................... 5,184
-------- --------
TOTAL ............................................................ $ 30,898 $ 10,620
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts Payable ................................................. $ 900
Notes Payable to Shareholder ..................................... $ 6,048
-------- --------
STOCKHOLDERS' EQUITY:
Preferred Stock - $.001 par value;
10,000,000 shares authorized; none
issued and outstanding ........................................... 0
Common Stock - $.001 par value; 100,000,000 shares
authorized; shares issued and outstanding - 1992 -
740,268 shares; 1991 - 544,000 ................................ 740 544
Paid in Capital .................................................. 89,755 20,866
Accumulated deficit during the
development stage ............................................... (65,645) (11,690)
-------- --------
Total Stockholders' Equity ....................................... 24,850 9,720
-------- --------
TOTAL ............................................................ $ 30,898 $ 10,620
======== ========
</TABLE>
See Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
CHATHAM INTERNATIONAL, INC.
(a development stage company)
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM ORGANIZATION (MAY 25, 1988)
TO DECEMBER 31, 1992, AND FOR THE YEARS ENDED
DECEMBER 31, 1992 and 1991
Cummulative from
date of inception to
1992 1991 December 31, 1992
---- ---- --------------------
<S> <C> <C> <C>
REVENUES ............................... $ 0 $ 0 $ 0
OPERATING EXPENSES
Bank Charges ........................... 216 3 265
Bad Debt ............................... 14,469 14,469
Legal & Accounting ..................... 1,660 2,995 5,574
Consulting ............................. 12,047 2,525 15,472
Amortization ........................... 59 59 177
Transfer Agent ......................... 2,361 2,361
Office Supplies ........................ 1,987 818 3,797
Rent ................................... 9,316 2,628 11,944
Travel ................................. 11,833 12,333
Licenses ............................... 61 141
Miscellaneous
Telephone
-------- ------- --------
Total Operating Expenses ............... 54,009 9,028 66,533
INTEREST INCOME ........................ 604 150 1,438
INTEREST EXPENSE ....................... 550 550
-------- ------- --------
NET INCOME (LOSS) ...................... ($ 53,955) (8,878) ($ 65,645)
======== ======= ========
EARNINGS (LOSS) PER SHARE............... ($ 0.09) (0.017)
Weighted Average Number
of Shares Outstanding .................. 594,068 526,301
======== =======
</TABLE>
See Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
CHATHAM INTERNATIONAL, INC.
(a development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM ORGANIZATION (MAY 25, 1988)
TO DECEMBER 31, 1992, AND FOR THE YEARS ENDED
DECEMBER 31, 1992 and 1991
Common Stock Paid In Retained
Shares $ Capital Earnings
------ ----- ------- --------
<S> <C> <C> <C> <C>
Balance, May 25, 1988
(date of organization)
Proceeds from issuance of common stock .............. 269,000 $ 269 $ 17,591
Net Income .......................................... 54
--------- ------ ------- -------
Balance, December 31, 1989 .......................... 269,000 269 17,591 54
Net Loss ............................................ (2,866)
Proceeds from issuance of common stock............... 165,000 165 1,485
Common Stock issued for services .................... 90,000 90 810
--------- ------ ------- -------
Balance, December 31, 1990 .......................... 524,000 524 19,886 (2,812)
Common Stock issued for services .................... 20,000 20 980
Net Loss ............................................ (8,878)
--------- ------ ------- -------
Balance, December 31, 1991 .......................... 544,000 544 20,866 (11,690)
Proceeds from sale of common stock .................. 16,268 16 67,753
Common Stock issued for services .................... 180,000 180 8,820
Write off of deferred offering costs ................ (7,684)
Net Loss ............................................ (53,955)
--------- ------ ------- -------
Balance, December 31, 1992 .......................... 740,268 $ 740 $ 89,755 ($65,645)
========= ====== ======= =======
</TABLE>
See Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
CHATHAM INTERNATIONAL, INC.
(a development stage company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM ORGANIZATION (MAY 25, 1988)
TO DECEMBER 31, 1992, AND FOR THE YEARS ENDED
DECEMBER 31, 1992 and 1991
Cumulative from
date of inception to
1992 1991 December 31, 1992
---- ---- --------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) ................................. ($53,955) ($ 8,878) ($65,645)
Add (Subtract) items Not Affecting Cash:
Amortization ................................. 59 59 (119)
Write Off of Note Receivable ................. 1,500
Common Stock Issued for Services ............. 9,000 10,900
Increase in Note Receivable .................. (1,500)
Increase in Deferred Offering Costs .......... (5,184)
Increase in Accounts Payable ................. 900
Decrease in Accounts Payable ................. (900)
------- ------- -------
Net Cash From Operating Activities ................ (44,296) (14,603) (54,864)
------- ------- -------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Proceeds from Notes Payable ....................... 6,047 6,047
Proceeds from Sale of Common Stock ................ 65,271 1,000 79,596
------- ------- -------
Net Cash From (To) Investing Activities ........... 71,318 1,000 85,643
------- ------- -------
INCREASE (DECREASE) IN CASH ....................... 27,022 (13,603) 30,779
CASH AND CASH EQUIVALENTS - BEGINNING ............. 3,757 17,360 0
------- ------- -------
CASH AND CASH EQUIVALENTS - ENDING ................ $30,779 3,757 $ 30,779
======= ======= =======
</TABLE>
Supplemental disclosures of cash flow information:
No cash has been paid for interest or taxes.
Supplemental schedule of non-cash investing and financing activities:
The Company has issued 180,000 for services rendered.
See Notes to Financial Statements.
<PAGE>
CHATHAM INTERNATIONAL, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1992 AND 1991
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION:
Chatham International, Inc. ("Company") was organized originally as Cornerstone
Capital, Inc., under the laws of the State of Florida as a corporation on May
25, 1988. On September 22, 1990 the Company changed its' name to Chatham
International, Inc.
The Company is in the development stage, and activities have included the
arranging of an offering of common stock and warrants to the public, and the
business of import/export management. Business operations have not resulted in
revenues since the date of organization.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
USE OF ESTIMATES - The preparation of a balance sheet in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the balance
sheet and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS - For purposes of the Statement of Cash Flows, the
Company considers all highly liquid debt instruments purchased with a maturity
of three months or less to be cash equivalents.
INCOME TAXES - No provisions or tax benefit from the accumulated tax loss carry
forwards has been recognized because the Company has not commenced operations.
As of December 31, 1992 the Company had approximately $66,000 of tax loss carry
forwards. Because of the nature of the tax loss carry forwards, the
deductibility of such, if operations are commenced, will be limited each year.
The provision (benefit) for income taxes is based on the pre-tax earnings (loss)
reported in the financial statements, adjusted for transactions that may never
enter into the computation of income taxes payable. A deferred tax liability or
asset is recognized for the estimated future tax effect attributable to
temporary differences in the recognition of income and expenses for financial
statement and income tax purposes. A valuation allowance is provided in the
event that the tax benefits are not expected to be realized. At December 31,
1992, the valuation allowance was equal to the benefit from the tax loss carry
forwards, because there is no assurance that the benefit will be realized.
<PAGE>
NOTE 3 - PUBLIC OFFERING:
The Company offered a maximum of 3,000 units to the public at a proposed
offering price of $1,000 per unit. Each unit consisted of 166 shares of the
Company's common stock, and a U.S. Treasury-backed Zero Coupon obligation which
will have a value of $1,000 at maturity. Each U.S. Treasury-backed Zero Coupon
obligation will be purchased from the offering proceeds at an estimated cost of
$200 by the underwriter of the proposed public offering, in the name of the unit
holder.
An offering price of $1,000 per unit has been arbitrarily determined by the
Company. The offering is on a best efforts all or none basis, for the first 75
units, which if not sold within 90 days of the effective date, plus any
extensions thereof, of the public offering, will be refunded to the purchasers
without interest. The balance of the offering of 2,925 units is on a best
efforts basis.
The Company entered into an agreement with SBV Securities, Inc., ("Underwriter")
which provided for the issuance and sale of the proposed public offering.
Subject to the sale of the minimum offering of 75 units, the agreement provides
for the Company to pay the Underwriter a $100 per unit sales commission and an
allowance equal to two and one-half percent of the gross offering price of
$1,000 per unit.
Ninety-eight units of the offering were sold in 1992. The Company received net
proceeds of $67,770, from the sales of the units after deduction of brokers'
commissions and the cost of the Zero Coupon Obligation, as discussed above.
The agreement also allows the Underwriter to purchase a maximum of 49,800
warrants for a total price of $498.00. These warrants will be exercisable over a
four year period commencing one year from the effective date of the proposed
public offering at an exercise price of $7.20 per share. Such warrants expire in
1996.
The purpose of the offering was to provide funds to the Company to enter the
business of import/export management. As of December 31, 1992, the Company had
not realized revenues since the date of organization.
NOTE 4 - NOTES PAYABLE
The founder and major shareholder of the Company has from time to time, loaned
funds to the Company under a number of notes payable of varying amounts. As of
December 31, 1992, the notes totaled $6,048, including accrued interest. All of
the notes payable bear interest at the rate of 10% per annum and are either
currently due or past due.
NOTE 5 - COMMON & PREFERRED STOCK
PREFERRED STOCK - The Company has been authorized to issue 10,000,000 shares of
preferred stock with a par value of $.001 per share. No shares had been issued
as of December 31, 1992.
<PAGE>
COMMON STOCK - The Company has been authorized to issue 100,000,000 shares of
common stock with a par value of $.001 per share.
NOTE 6 - WARRANTS
During 1989 the Company sold "units" to certain stockholders. Such units
consisted of one share of common stock and three warrants for the purchase of
one share of common stock each at an exercise price of $6.50 each for a period
of 18 months from the date of the prospectus. As of December 31, 1991 there were
warrants outstanding of 400,000.
Such warrants have expired.
NOTE 7 - RELATED PARTY
The Company has utilized the office space and related facilities of one of its
founders, and has reimbursed such founder for certain expenses under an informal
arrangement.
<TABLE> <S> <C>
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<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1992
<PERIOD-END> DEC-31-1992
<CASH> 30,779
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 30,898
<CURRENT-LIABILITIES> 0
<BONDS> 6,048
0
0
<COMMON> 740
<OTHER-SE> 24,110
<TOTAL-LIABILITY-AND-EQUITY> 24,850
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 53,405
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 550
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (53,955)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> 0
</TABLE>
