U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 1999
Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ____ to ____
Commission file number 333-07727
Shampan, Lamport Holdings Limited
(Exact Name of Small Business Issuer as Specified in Its Charter)
Washington 98-0138706
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1260-609 Granville Street, Vancouver, B.C. Canada V7Y 1G5
(Address of Principal Executive Offices)
(604) 687-0888
(Issuer's Telephone Number, Including Area Code)
-----------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 X No _________
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. Common stock, par value, $0.01
per share, 6,748,252 shares of common stock outstanding as of July 31, 1999
Traditional Small Business Disclosure Format (check one):
Yes ________ No X
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS-JUNE 30, 1999
SHAMPAN, LAMPORT HOLDINGS LIMITED
FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 1999
<PAGE>
SHAMPAN, LAMPORT HOLDINGS LIMITED
BALANCE SHEET
(Unaudited)
(Expressed in United States Dollars)
AS OF JUNE 30
<TABLE>
<CAPTION>
1998 1999
------------ -----------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 45,377 $ 3,128
Accounts receivable, net 3,000 -
Prepaid expenses 7,640 -
------------- ------------
Total assets $ 56,017 $ 3,128
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 198,500 $ 197,500
Accounts payable and accrued liabilities 53,087 116,957
------------- -------------
Total liabilities 251,587 314,457
------------- -------------
Shareholders' equity:
Capital stock
Authorized
50,000,000 preferred shares, par value $0.01 per share 100,000,000
common shares, par value $0.01 per share
Issued and outstanding
6,748,252 common shares 67,482 67,482
Additional paid-in capital 4,843,683 4,843,683
Accumulated deficit (5,106,735) (5,222,494)
------------- -------------
Total shareholders' equity (195,570) (311,329)
------------- -------------
Total liabilities and shareholders' equity $ 56,017 $ 3,128
============= =============
</TABLE>
Unaudited - See accompanying notes.
<PAGE>
SHAMPAN, LAMPORT HOLDINGS LIMITED
STATEMENTS OF OPERATIONS
(Unaudited)
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
Three Month Period Ended Six Month Period Ended
June 30, June 30,
1998 1999 1998 1999
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
NET REVENUE $ 15,708 $ - $ 62,541 $ -
COST OF REVENUE 6,168 - 18,415 -
------------- ------------- ------------- ------------
GROSS PROFIT 9,540 - 44,126 -
------------- ------------- ------------- ------------
EXPENSES
Sales and marketing 8,694 - 24,837 -
Research and development - - 1,840 -
General and administrative 49,635 26,536 90,978 57,247
------------- ------------- ------------- -------------
58,329 26,536 117,655 57,247
------------- ------------- ------------- -------------
Loss from operations (48,789) (26,536) (73,529) (57,247)
------------- ------------- ------------- -------------
OTHER INCOME (EXPENSE)
Interest (3,000) (3,750) (5,000) (7,500)
Gain on disposal of property 8,623 - 4,053 -
Gain on settlement of obligations - - 5,413 -
------------- ------------- ------------- ------------
5,623 (3,750) 4,466 (7,500)
------------- ------------- ------------- -------------
Net loss for the period $ (43,166) $ (30,286) $ (69,063) $ (64,747)
============= ============= ============= =============
Loss per share $ (0.01) $ (0.01) $ (0.01) $ (0.01)
============ ============ ============ ============
Shares used in computing per share amounts 6,598,251 6,748,252 6,598,251 6,748,252
============= ============= ============= =============
</TABLE>
Unaudited - See accompanying notes.
<PAGE>
SHAMPAN, LAMPORT HOLDINGS LIMITED
STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
Additional Total
Number Paid-in Accumulated Shareholders'
of Shares Par Value Capital Deficit Equity
<S> <C> <C> <C> <C>
Balances at June 30, 1998 6,748,252 $ 67,482 $ 4,843,683 $ (5,106,735) $ (195,570)
Net loss - - - (51,012) (51,012)
------------- ------------- ------------- ------------- -------------
Balances at December 31, 1998 6,748,252 67,482 4,843,683 (5,157,747) (246,582)
Net loss - - - (64,747) (64,747)
------------- ------------- ------------- ------------- -------------
Balance at June 30, 1999 6,748,252 $ 67,482 $ 4,843,683 $ (5,222,494) $ (311,329)
============= ============= ============= ============= =============
</TABLE>
Unaudited - See accompanying notes.
<PAGE>
SHAMPAN, LAMPORT HOLDINGS LIMITED
STATEMENTS OF CASH FLOWS
(Unaudited)
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
Three Month Period Ended Six Month Period Ended
June 30, June 30,
1998 1999 1998 1999
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss for the period $ (43,166) $ (30,286) $ (69,063) $ (64,747)
Adjustments to reconcile net loss to net cash
used in operating activities
Loss on disposal of property (8,623) - (4,053) -
Changes in operating assets and liabilities
Accounts and other receivables 3,079 - 9,642 -
Inventories 32,500 - 38,146 -
Prepaid expenses and deposits 3,610 - (7,640) -
Accounts payable and accrued liabilities (26,578) 27,128 (26,092) 52,099
------------- -------------- ------------- -------------
(39,178) (3,158) (59,060) (12,648)
------------- ------------- ------------- -------------
INVESTING ACTIVITIES
Proceed on sale of property and equipment 10,373 - 20,692 -
------------- ------------- ------------- ------------
FINANCING ACTIVITIES
Proceeds from issuance of capital stock 15,000 - 765,000 -
Proceeds from notes payable 50,000 5,000 50,000 5,000
Payment on notes payable (7,500) - (16,500) -
Payment on debentures payable - - (750,000) -
------------- ------------- ------------- ------------
57,500 5,000 48,500 5,000
------------- ------------- ------------- -------------
Increase (decrease) in cash 28,695 1,842 10,132 (7,648)
Cash, beginning of period 16,682 1,286 35,245 10,776
------------- ------------- ------------- -------------
Cash, end of period $ 45,377 $ 3,128 $ 45,377 $ 3,128
============= ============= ============= =============
</TABLE>
Unaudited - See accompanying notes.
<PAGE>
SHAMPAN, LAMPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
(Expressed in United States Dollars)
JUNE 30, 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The Company was incorporated in Washington State, U.S.A. on December
28, 1993 and changed its name from Allegiant Technologies Inc. to
Shampan, Lamport Holdings Limited effective July 21, 1998.
The Company discontinued its principal line of business, developing,
marketing and supporting interactive multimedia development software
during 1997. On May 31, 1998 the Company disposed of its remaining
inventory and technology assets.
Management Plans on Continued Existence
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, in the United States,
which contemplates the continuation of the Company as a going concern.
However, the Company sustained substantial operating losses and used
substantial amounts of working capital in its prior operations. As of
June 30, 1999, current liabilities exceeded current assets by $311,329.
Management is exploring and intends to enter into as yet undetermined
new lines of business, which may be highly speculative. The Company
will remain dormant until additional financing is secured and such new
operations are determined.
The Company's ability to continue as a going concern is dependent upon,
among other things, its ability to secure additional funding which is
not assured. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
United States Generally Accepted Accounting Principles
Accounting under United States and Canadian generally accepted
accounting principles is substantially the same with respect to the
accounting principles used by the Company in the preparation of these
financial statements.
Reclassifications
Certain reclassifications have been made to the 1998 financial
statements to conform with the 1999 presentation. These
reclassifications have no effect on the financial position or operating
results of the Company.
Reverse Split
The comparative figures for the Company's common stock have been
adjusted to reflect a four for one share reverse split that was made
effective July 21, 1998.
2. CAPITAL STOCK
Stock options
The Company established a stock option plan ("the Plan") to grant
options to purchase common stock to employees, officers, non-employee
directors of the Company and certain other individuals. The Plan
authorizes the Company to issue or grant stock options to purchase up
to 629,475 shares of its common stock as of June 30, 1999. There were
not stock options outstanding as of June 30, 1999.
<PAGE>
SHAMPAN LAMPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
(Expressed in United States Dollars)
JUNE 30, 1999
2. CAPITAL STOCK (cont'd.....)
Warrants
As of June 30, 1999, the Company has outstanding warrants entitling the
holders to purchase a total of 1,683,333 common shares of the Company
at $0.1725 per share until October 15, 1999.
3. RELATED PARTY TRANSACTIONS
During the six months ended June 30, 1998 and 1999, the
Company paid or accrued, the following amounts to related parties:
<TABLE>
<CAPTION>
1998 1999
-------------- ------------
<S> <C> <C>
Management fees $ 18,000 $ 36,000
Rent 7,500 7,500
Interest 5,000 7,500
Finance fee 15,000 -
------------- ------------
$ 45,500 $ 51,000
============= =============
</TABLE>
Notes payable to directors are $153,000 and $155,000 at June 30, 1998
and 1999, respectively.
Included in accrued liabilities at June 30, 1999 is $28,833 of accrued
interest, $42,000 of accrued management fees and $7,500 of accrued rent
due to directors or officers of the Company or to a company controlled
by directors and officers of the Company.
4. YEAR 2000 ISSUE
Management has completed a review of the Company's systems, and
believes, given the dormant nature of the Company, that any costs to be
incurred to ensure its systems are Year 2000 compliant will not be
significant.
Because of the unprecedented nature of the Year 2000 Issue, its effects
will not be fully determinable until the year 2000 and thereafter.
Management cannot assure that the Company is or will be Year 2000
ready, that new business lines, if any, will be Year 2000 ready, or
that parties with whom the Company does business will be Year 2000
ready.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
As at June 30, 1999 the Company had cumulative net losses of $5,222,494.
Presently, management is exploring and intends to enter into as of yet
undetermined new lines of business, which may be highly speculative. The Company
will remain dormant until additional financing is secured and such new
operations are determined.
See Notes to the Financial Statements for a description of the Company's
significant accounting policies.
On May 28, 1999 the Company voluntarily delisted its common shares from trading
on the Vancouver Stock Exchange. The Company's shares continue to be quoted on
the OTC Bulletin Board in the United States under the trading symbol SLHX.
Liquidity and Capital Resources
The Company has sustained substantial operating losses and has used substantial
amounts of working capital in its operations to June 30, 1999. As of June 30,
1999 the Company had cash equivalents of $3,128 and a working capital deficit of
$311,329. Total liabilities exceeded the book value of total assets by $311,329.
The Company's ability to satisfy its liabilities and meet its obligations as
they become due is dependent upon its ability to secure additional funding
through public or private sales of securities, including equity securities of
the Company and there are no assurances that the Company will be successful in
securing additional funding. As a consequence, there exists a risk that the
Company will be forced to seek protection from its creditors under federal or
state bankruptcy statutes.
<PAGE>
Results of Operations
The Company ceased operations and sold its product inventory and technology
assets on May 31, 1998.
General and administrative expenses consist primarily of the costs of the
Company's finance and administrative personnel, including the chief executive
officer, rent, telephone and utilities and all costs associated with maintaining
a public company in good standing. General and administrative expenses decreased
from $90,978 for the six months ended June 30, 1998 to $57,247 for the six
months ended June 30,1999. It is expected that they will remain the Company's
largest expenditure until such time the Company acquires or commences a new line
of business.
Uncertainty due to the YEAR 2000 Issue
The Year 2000 Issue arises because many computerized systems use two digits
rather than four digits to identify a year. Date-sensitive systems may
incorrectly recognize the year 2000 as some other date, resulting in errors. The
effects of the Year 2000 Issue may be experienced before, on or after January 1,
2000 and, if not addressed, the impact on operations and financial reporting may
range from minor errors to significant systems failure, which could affect an
entity's ability to conduct normal business operations. The Company is presently
dormant. For this reason, and until a new line of business is established
management believes that the Year 2000 Issue will not materially affect the
Company. However, it is not possible to be certain that all aspects of the Year
2000 Issue affecting the Company, including those related to the efforts of
customers, suppliers or other third parties, will be fully resolved.
Investor Relations
The Company did not engage in any investor relations activity during the period.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXIBITS AND REPORTS ON FORM 8-K
The Company filed a Form 8-K report on May 28, 1999 disclosing that, at the
Company's request, the Company's common shares ceased to trade on the Vancouver
Stock Exchange.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on August 6, 1999.
SHAMPAN, LAMPORT HOLDINGS LIMITED.
By: /s/ Steven A. Rothstein
----------------------------------------------
Steven A. Rothstein
President and Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND THE STATEMENT OF OPERATIONS ATTACHED AS AN EXHIBIT TO THE COMPANY'S
FORM 10-QSB FOR THE THREE MONTHS ENDED JUNE 30, 1999, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,128
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,128
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,128
<CURRENT-LIABILITIES> 314,457
<BONDS> 0
0
0
<COMMON> 4,911,165<F1>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 57,247
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,500
<INCOME-PRETAX> (64,747)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (64,747)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
<FN>
<F1>This includes amounts paid in excess of par value.
</FN>
</TABLE>
