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 March 31, 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 of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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 _________
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes No __________
APPLICATION ONLY TO CORPORATE ISSUERS
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 April 26, 1998
Traditional Small Business Disclosure Format (check one):
Yes No ___X_______
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS-MARCH 31, 1999
SHAMPAN LAMPORT HOLDINGS LIMITED
FINANCIAL STATEMENTS
(Unaudited)
THREE MONTH PERIOD ENDED MARCH 31, 1999
<PAGE>
SHAMPAN LAMPORT HOLDINGS LIMITED
BALANCE SHEETS
(Expressed in United States Dollars)
AS AT MARCH 31
<TABLE>
<CAPTION>
1998 1999
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 16,682 $ 1,286
Accounts receivable 6,079 -
Inventories 32,500 -
Prepaid expenses and other 11,250 -
------------- ------------
Total current assets 66,511 1,286
Property and equipment, net 1,750 -
------------- ------------
$ 68,261 $ 1,286
============= =============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Notes payable $ 156,000 $ 192,500
Accounts payable and accrued liabilities 79,665 89,829
------------- -------------
Total liabilities 235,665 282,329
------------- -------------
Shareholders' deficit:
Capital stock
Authorized
50,000,000 preferred shares, par value $0.01 per shares
100,000,000 common shares, par value $0.01 per share
Issued and outstanding
6,748,252 common shares (1998 - 6,598,252) 65,982 67,482
Additional paid-in capital 4,830,183 4,843,683
Accumulated deficit (5,063,569) (5,192,208)
------------- -------------
(167,404) (281,043)
$ 68,261 $ 1,286
============= ==============
</TABLE>
Unaudited - See accompanying notes.
<PAGE>
SHAMPAN LAMPORT HOLDINGS LIMITED
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
THREE MONTH PERIOD ENDED MARCH 31
<TABLE>
<CAPTION>
1998 1999
<S> <C> <C>
NET REVENUE $ 46,833 $ -
COST OF REVENUE 12,247 -
------------- ------------
GROSS PROFIT 34,586 -
------------- ------------
EXPENSES
Sales and marketing 16,143 -
Research and development 1,840 -
General and administrative 41,343 30,711
------------- -------------
59,326 30,711
------------- -------------
LOSS FROM OPERATIONS (24,740) (30,711)
------------- -------------
OTHER INCOME (EXPENSE)
Loss on disposal of property and equipment (4,570) -
Gain on settlement of obligations 5,413 -
Interest expense (2,000) (3,750)
------------- -------------
(1,157) (3,750)
NET LOSS $ (25,897) $ (34,461)
============= =============
LOSS PER SHARE $ 0.00 $ 0.00
============= =============
SHARES USED IN COMPUTING PER SHARE AMOUNTS 6,598,252 6,748,252
============= =============
</TABLE>
Unaudited - See accompanying notes.
<PAGE>
SHAMPAN LAMPORT HOLDINGS LIMITED
STATEMENT OF SHAREHOLDERS' EQUITY
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
Total
Common Stock Additional Accumulated Shareholders'
Shares Amount Paid-in Deficit Deficit
<S> <C> <C> <C> <C> <C>
Balances at March 31, 1998 6,598,252 $ 65,982 $ 4,830,183 $ (5,063,569) $ (167,404)
Shares issued - bonus 150,000 1,500 13,500 - 15,000
Net loss - - - (94,178) (94,178)
--------------- --------------- --------------- --------------- ---------------
Balances at December 31, 1998 6,748,252 67,482 4,843,683 (5,157,747) (246,582)
Net loss - - - (34,461) (34,461)
--------------- --------------- --------------- --------------- ---------------
Balances at March 31, 1999 6,748,252 $ 67,482 $ 4,843,683 $ (5,192,208) $ (281,043)
=============== =============== =============== =============== ===============
</TABLE>
Unaudited - See accompanying notes.
<PAGE>
SHAMPAN LAMPORT HOLDINGS LIMITED
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
THREE MONTH PERIOD ENDED MARCH 31
<TABLE>
<CAPTION>
1998 1999
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (25,897) $ (34,461)
Adjustments to reconcile net loss to net cash from
operating activities
Loss on disposal of property and equipment 4,570 -
Changes in operating assets and liabilities
Accounts receivable 6,563 -
Inventories 5,646 -
Prepaid expenses and other (11,250) -
Accounts payable and accrued liabilities 486 24,971
------------- -------------
(19,882) (9,490)
------------- -------------
INVESTING ACTIVITIES
Proceeds of property and equipment 10,319 -
------------- ------------
FINANCING ACTIVITIES
Proceeds from issuance of capital stock 750,000 -
Payment on notes payable (9,000) -
Payment on share subscriptions payable (750,000) -
------------- ------------
(9,000) -
------------- ------------
Change in cash and cash equivalents (18,563) (9,490)
Cash and cash equivalents, beginning of period 35,245 10,776
------------- -------------
Cash and cash equivalents, end of period $ 16,682 $ 1,286
============= =============
</TABLE>
Unaudited - See accompanying notes.
<PAGE>
SHAMPAN LAMPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
(Expressed in United States Dollars)
MARCH 31, 1999
1. ORGANISATION 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
March 31, 1999, current liabilities exceeded current assets by
$281,043.
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 31, 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 March 31, 1999. There were
not stock options outstanding as of March 31, 1999.
<PAGE>
SHAMPAN LAMPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
(Expressed in United States Dollars)
MARCH 31, 1999
2. CAPITAL STOCK (cont'd.....)
Warrants
As of March 31, 1999, the Company has outstanding warrants
entitling the holders to purchase a total of 1,754,761 common shares of
the Company as follows:
<TABLE>
<CAPTION>
Number Exercise
of Shares Price Expiration Date
<S> <C> <C>
71,428 $ 1.60 April 15, 1999*
1,683,333 0.1725 October 15, 1999
------------
1,754,761
* these warrants expired subsequent to year end.
</TABLE>
3. RELATED PARTY TRANSACTIONS
During the years ended March 31, 1998 and 1999, the Company paid or
accrued, the following amounts to related parties:
<TABLE>
<CAPTION>
1998 1999
<S> <C> <C>
Management fees $ 9,000 $ 18,000
Rent 3,750 3,750
Interest 2,000 3,750
------------- -------------
$ 14,750 $ 25,500
============= =============
</TABLE>
Notes payable to directors are $113,500 and $150,000 at March 31, 1998
and 1999, respectively.
Included in accrued liabilities at March 31, 1999 is $25,083 of accrued
interest, $15,000 of accrued management fees and $3,750 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.
<PAGE>
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview
As at March 31, 1999 the Company had cumulative net losses of $5,192,208.
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.
Liquidity and Capital Resources
The Company has sustained substantial operating losses and has used substantial
amounts of working capital in its operations to March 31, 1999. As of March 31,
1999 the Company had cash equivalents of $1,286 and a working capital deficit of
$281,043. Total liabilities exceeded the book value of total assets by $281,043.
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.
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 $41,343 for the three months ended March 31, 1998 to $30,711 for the three
months ended March 31,1999. 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.
PART II. OTHER INFORMATION
Items 1, 2, 3, 4, 5 AND 6 OF PART II ARE NOT APPLICABLE AND HAVE BEEN OMITTED.
<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 April 28, 1999.
SHAMPAN, LAMPORT HOLDINGS LIMITED
By: /s/ Steven A. Rothstein
-------------------------------------------
Steven A. Rothstein C.E.O.
<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 MARCH 31, 1999, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,286
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,286
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,286
<CURRENT-LIABILITIES> 282,329
<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> 30,711
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,750
<INCOME-PRETAX> (34,461)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (34,461)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
<FN>
<F1>This includes amounts paid in excess of par value.
</FN>
</TABLE>
