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, 1993
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, 1993, 3,555,268 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.
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.
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 no paid employees, and its Chairman of the
Board/President, Thomas L. McCrimmon and Secretary, Bertram E. Cutler serve on
an as needed basis. These officers intend to devote only 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 3,000,000 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
Common Stock Common Stock
1993 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, 1993, there are approximately 110
stockholders of the Company's shares.
<PAGE>
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.
Financial Condition
During fiscal year 1993, the Company continued to be a development stage entity
and posted no sales or revenues.
Financial Condition and Changes in Financial Condition
No business operations were conducted and no revenues were generated in the
fiscal year 1993 whereas the company received $248 in interest income in 1993
and $604 in 1992. The Company at year end had $122 in cash, compared with
$30,779 at December 31, 1992, 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. In 1993 the Company's cash
position decreased from $30,779 as of December 31, 1992 to $122 at December 31,
1993. The decrease in cash resulted primarily from costs of maintaining a public
company and general and administrative expenses.
Results of Operations - 1993
Expenses during 1993 consisted of attorney and accounting fees of $6,187, travel
costs of $3,747, rent costs of $11,050, consulting fees of $3,240 and general
operating expenses associated with investigating several business opportunities.
As of December 31, 1993 the Company has no material commitments for capital
expenditures.
During the fiscal year ended December 31, 1993, the Company incurred $30,455 in
general and administrative expenses, and $510 in interest expense, for a total
net after interest income of $248, of $30,717 in operating loss. In 1992, the
company incurred $54,009 in general and administrative expenses, and $550 in
interest expense, for a total, net after interest 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 from operations of $8,878 after interest
income of $150. 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.
<PAGE>
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.
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, 1993, are
as follows:**
Name Age Position Held
Thomas L. McCrimmon 50 Chairman of the
Board/President, Director
Bertram E. Cutler 67 Secretary/Director
Thomas L. McCrimmon (age 50) Chairman of the Board, President and Director. Mr.
McCrimmon has served the Company since its inception in May, 1988 as President,
Treasurer, and Chairman of the Board. 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
<PAGE>
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.
Bertram E. Cutler (age 67) Vice President, Director. Mr. Cutler has served as
Vice President or Secretary 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.
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:
a. Thomas McCrimmon Chairman and Director
b. Dawn King Former Officer/Director
c. Bertram E. Cutler Secretary and Director
d. Kenneth Smart Former Officer/Director
e. Sue Thomas Former Officer/Director
<PAGE>
2. For each person, listed by subparagraph letter above:
Number of late Number of Known failures
reports transactions not to file forms
reported on a
timely basis
a. 1991 to 1993(3) None i) Annual Form 5(x3)
b. 1991 to 1993(3) None i) Annual Form 5(x3)
c. 1991 to 1993 (3) None i) Annual Form 5(x3)
d. 1991 to 1993(3) None i) Annual Form 5(x3)
e. 1991 to 1993 (3) None i) Annual Form 5(x3)
Item 10. Executive Compensation.
The Company recorded a total of $5,000 as consulting expenses for services
rendered by the executive officers to the Company in all capacities during the
1993 fiscal year. No one executive officer received, or has accrued for his
benefit, in excess of $60,000 for the year. No cash bonuses were or are to be
paid to such persons.
The Company does not have any employee incentive stock option plans.
There are no plans pursuant to which cash or non-cash compensation was paid
or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE OF EXECUTIVES
Annual Compensation Awards
----------------------------- ---------------
Name and Principal Year Consulting Fees Bonus Other Annual Restricted Stock Securities
Position ($) ($) Compensation ($) Award(s) Underlying
($) Options/
SARs (#)
- ------------------ ---- --------------- ------ --------------- ---------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Tom 1991 0 0 0 0 0
McCrimmon, Chairman 1992 3,750* 0 0 0 0
1993 3,300** 0 0 0 0
Ken Smith, 1991 0 0 0 0 0
Former Officer
& Director 1992 0 0 0 0 0
1993 0 0 0 0 0
Bertram E. 1991 0 0 0 0 0
Cutler,
Secretary 1992 1,500* 0 0 0 0
1993 1,700**
Sue Thomas, 1991 0 0 0 0 0
Former Officer
& Director 1992 0 0 0 0 0
1993 0 0 0 0 0
Dawn King, 1991 0 0 0 0 0
Former Officer
& Director 1992 3,750* 0 0 0 0
1993 0 0 0 0 0
</TABLE>
* Designates 180,000 shares of common stock, exchanged for services rendered.
**Restricted common stock shares totalling 3,000,000 were issued for the
services rendered valued at $5,000. (See "Certain Relationships and Related
Transactions"). The shares had no market value at the time of the award.
Option/SAR Grants Table (None)
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
(Except for compensation of Officers who are also Directors which Compensation
is listed in Summary Compensation Table of Executives)
<TABLE>
<CAPTION>
Cash Compensation Security Grants
--------------------------- ----------------------------
Name Annual Meeting Consulting Number Number of
Retainer Fees ($) Fees/Other of Securities
Fees ($) Fees ($) Shares Underlying
(#) Options/SARs
(#)
- ------ -------- --------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C>
A. Director 0 0 0 0 0
Thomas L. McCrimmon
B. Former Director Kenneth 0 0 0 0 0
Smart
C. Director Bertram E. 0 0 0 0 0
Cutler
D. Former Director 0 0 0 0 0
Sue Thomas
E. Former 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, 1993, 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 by current officers and
directors of the Company.
<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. 2,195,000 61.7%
McCrimmon
Chairman and Director
3816 West Linebaugh
Tampa, FL 33624
<PAGE>
<CAPTION>
Stock Title Name and Address Amount of Beneficial Percentage
of Class of Beneficial Owner Ownership of Class
- ----------- ------------------- -------------------- ----------
<S> <C> <C> <C>
Common Bertram E. Cutler 1,120,000 31.5%
Vice President/Secretary
and Director
3816 West Linebaugh
Tampa, FL 33624
All Officers and 3,315,000 93.2%
Directors as a Group
(2 Persons)
</TABLE>
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 February 28, 1993, the Company issued 3,000,000 shares of its common
stock for services rendered valued at $5,000 to Thomas L. McCrimmon, (2,000,000
shares), and Bertram E. Cutler (1,000,000 shares) all of whom are officers,
directors and shareholders of the Corporation.
On December 20, 1993, the Company cancelled 165,000 shares issued to Dawn
R. King for failure of consideration.
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
<PAGE>
Exhibit # Description Location
- --------- ----------- ---------
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, 1993.
(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, 1993 and 1992, and the
related statements of operations, stockholders' equity, and cash flows for the
yeas then ended, and for the period from May 25, 1988 (inception) to December
31, 1993. 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, 1993 and 1992, 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, 1993 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 and render service to business expecting to conduct
international operations. 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, 1993 and 1992
1993 1992
---- ----
<S> <C> <C>
ASSETS
Cash ....................................................... $ 122 $ 30,779
Other Assets - (net of amortization) ....................... 60 119
------- -------
TOTAL ...................................................... $ 182 $ 30,898
======= =======
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES:
Notes Payable to Shareholder ............................... $ 6,159 $ 6,048
------- -------
STOCKHOLDERS' EQUITY:
Preferred Stock - $.001 par value;
10,000,000 shares authorized; none
issued and outstanding ..................................... 0 0
Common Stock - $.001 par value; 100,000,000 shares
authorized; shares issued and
outstanding - 1992 -
740,268 shares; 1993 - 3,555,268 shares ................... 3,555 740
Paid in Capital ............................................ 86,830 89,755
Accumulated deficit during the
development stage .......................................... (96,362) (65,645)
------- -------
Total Stockholders' Equity ................................. (5,977) 24,850
------- -------
TOTAL ...................................................... $ 182 $ 30,898
======= =======
</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, 1993, AND FOR THE YEARS ENDED
DECEMBER 31, 1993 and 1992
Cummulative from
date of inception
1993 1992 December 31, 1993
---- ---- -----------------
<S> <C> <C> <C>
REVENUES ...................................... $ 0 $ 0 $ 0
OPERATING EXPENSES
Bank Charges .................................. 319 216 584
Bad Debt ...................................... 14,469 14,469
Legal & Accounting ............................ 6,187 1,660 11,761
Consulting .................................... 3,240 12,047 18,712
Amortization .................................. 59 59 237
Transfer Agent ................................ 2,361 2,361
Office Supplies ............................... 1,358 1,987 5,156
Rent .......................................... 11,050 9,316 22,994
Travel ........................................ 3,747 11,833 16,080
Licenses ...................................... 222 61 363
Miscellaneous ................................. 2,008 2,008
Telephone ..................................... 2,265 2,265
---------- ---------- ----------
Total Operating Expenses ............. 30,455 54,009 96,988
INTEREST INCOME ............................... 248 604 1,686
INTEREST EXPENSE .............................. 510 550 1,060
---------- ---------- ----------
NET INCOME (LOSS) ............................. ($ 30,717) ($ 53,955) ($ 96,362)
========== ========== ==========
EARNINGS (LOSS) PER SHARE ..................... ($ 0.009) ($ 0.09)
Weighted Average Number
of Shares Outstanding ......................... 3,511,761 594,068
========== ==========
</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, 1993, AND FOR THE YEARS ENDED
DECEMBER 31, 1993 and 1992
Common Stock Paid In Retained
Shares $ Capital Earnings
------ ----- ------- --------
<S> <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)
Cancellation of common stock ........................... (185,000) (185) (4,925)
Common Stock issued for services ....................... 3,000,000 3,000 2,000
Net Loss ............................................... (30,717)
--------- -------- -------- --------
Balance, December 31, 1993 ............................. 3,555,268 $ 3,555 $ 86,830 ($ 96,362)
========= ======== ======== ========
</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, 1993, AND FOR THE YEARS ENDED
DECEMBER 31, 1993 and 1992
Cumulative from
date of inception to
1993 1992 December 31, 1993
---- ---- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net Income (Loss) ................................................. ($30,717) ($53,955) ($96,362)
Add items Not Affecting Cash:
Amortization ................................................. 59 59 (60)
Write Off of Note Receivable ................................. 1,500
Common Stock Issued for Services ............................. 5,000 9,000 15,900
Cancellation of Common Stock ................................. (5,110) (5,110)
Decrease in Accounts Payable ...................................... (900)
-------- -------- --------
Net Cash From Operating Activities ................................ (30,768) (44,296) (85,632)
-------- -------- --------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Proceeds from Notes Payable ....................................... 111 6,047 6,158
Proceeds from Sale of Common Stock ................................ 65,271 79,596
-------- -------- --------
Net Cash From (To) Investing Activities ........................... 111 71,318 85,754
-------- -------- --------
INCREASE (DECREASE) IN CASH ....................................... (30,657) 27,022 122
CASH AND CASH EQUIVALENTS - BEGINNING ............................. 30,779 3,757 0
-------- -------- --------
CASH AND CASH EQUIVALENTS - ENDING ................................ $ 122 $30,779 $ 122
======== ======== ========
</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 issued 3,000,000 common shares for services rendered in 1993
and 180,000 common shares in 1992.
See Notes to Financial Statements.
<PAGE>
CHATHAM INTERNATIONAL, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1992 AND 1993
- --------------------------------------------------------------------------------
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, 1993 the Company had approximately $96,000 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,
1993, 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, 1993, 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, 1993, the notes totaled $6,159, 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, 1993.
<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. During 1993, the Company
authorized the issuance of 3,000,000 shares to two persons, who are the founders
and major shareholders of the Company, for services rendered. Also, during 1993,
a total of 185,000 shares issued for services to other persons were canceled.
The 3,000,000 shares were issued by the transfer agent in July 1996. The 185,000
shares canceled by the Company are in the process of cancellation by the
transfer agent as of July 1996. The Company retains the responsibility for
defense of the canceled common shares. For financial statement purposes, these
issued and canceled shares have been reflected as of the date of issuance and
cancellation in 1993 in accordance with the respective actions of the Board of
Directors.
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.
<PAGE>
EXHIBIT INDEX
Exhibit # Description Location
- --------- ----------- --------
3.1 Articles of Incorporation Exhibit to Registration
Statement filed November 13, 1991
by Registrant on Form S-18
3.2 Bylaws of Registrant Exhibit to Registration Statement
filed November 13, 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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-END> DEC-31-1993
<CASH> 122
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 182
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 6,159
0
0
<COMMON> 3,555
<OTHER-SE> (9,532)
<TOTAL-LIABILITY-AND-EQUITY> (5,977)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 30,207
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 510
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (30,717)
<EPS-PRIMARY> (.009)
<EPS-DILUTED> 0
</TABLE>
