-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TOwsyHjv0NoQfTMPplSe34aRK088OeNtwrdN9z1Rpp99i/l9/5JWyG12/+ZFJxtb i/nMMScya7P9xCr2yrrCcA== 0001038838-02-000014.txt : 20020413 0001038838-02-000014.hdr.sgml : 20020413 ACCESSION NUMBER: 0001038838-02-000014 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011212 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIALUM LTD CENTRAL INDEX KEY: 0001106207 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 330850639 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29485 FILM NUMBER: 2505346 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 800 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9497191977 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE800 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 8-K/A 1 form8ka121201.txt 8-K/A DATED DECEMBER 12, 2001 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 12, 2001 --------------------------------- (Date of earliest event reported) COLUMBIALUM, LTD. ----------------------------------------------------- Exact name of registrant as specified in its charter Nevada 0-29485 33-0850639 - ------------------------------- --------------------- ----------------- State of other jurisdiction of Commission File No. I.R.S. Employer incorporation or organization ID No. 310 E. Harrison, Tampa, Florida 33602 ------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (813) 968-9444 N/A ----------------------------------------------------------- (Former name or former address if changed since last report) Item 1. CHANGES IN CONTROL OF THE REGISTRANT On December 12, 2001, as a direct result of the transactions referred to in Item 2 hereof and the issuance of convertible debentures, Charles Lincoln, R. Gale Porter and Cristino L. Perez became "control persons" of the Registrant as that term is defined in the Securities Act of 1933, as amended. This resulted from the issuance of an aggregate of 1,500,000 shares of the Registrant's Common Stock (approximately 60% of the total issued and outstanding shares) to the shareholders of Integra Staffing, Inc. ("Integra"). Additionally, Mr. Rene Morissette will resign his respective positions as an officer and director of the Registrant. Charles Lincoln, R. Gale Porter, and Cristino L. Perez were appointed in his place and stead. Mr. Charles Lincoln was also appointed CEO, Mr. R. Gale Porter was also appointed President and COO, and Mr. Cristino L. Perez was also appointed CFO, Secretary and Treasurer of the Registrant. Each of such appointments is subject to compliance with the notice requirements of Rule 14f-1 under the Securities Exchange Act of 1934 ("Rule 14f-1"). Integra's shareholders own approximately 60% of the outstanding Common Stock and are able to elect new directors and officers either at a meeting of shareholders or by written consent. Management of the Company, prior to the effective date of such appointments (collectively referred to as "Prior Management") is set forth below: Name Position ---- -------- Rene Morissette President, Treasurer, Secretary and Sole Director The following individuals (collectively referred to as "New Management") will assume the positions set forth next to their names on the 10th day following the mailing of the Information Statement required by Rule 14f-1: Name Age Position ---- --- -------- Charles Lincoln 56 CEO, Chairman and Director R. Gale Porter 67 President, COO and Director Cristino L. Perez 57 CFO, Secretary, Treasurer, and Director Charles Lincoln - CEO, Chairman and Director As of the closing of the Acquisition, Charles Lincoln will be elected Chief Executive Officer and Director of Columbialum, Ltd. Mr. Lincoln has served as Chief Executive Officer and Director of Integra since October 2001. Mr. Lincoln has also served since January 1992 as President of Esprit Business Services, Inc., a company providing a broad array of human resource staffing services. From 1982 to 1991, Mr. Lincoln served as co-founder and vice-president of Today's Business Services, Inc., a Dallas Texas based temporary help firm developed from one to 37 offices and $47 millions in revenues. 2 R. Gale Porter - President, COO and a Director As of the closing of the Acquisition, R. Gale Porter will be elected President and Director of Columbialum, Ltd. Mr. Porter has served as President and Director of Integra since October 2001. Prior to his association with Integra, Mr. Porter served from March 1996 to September 2000 as President and Director of AllTrades Direct, Inc., and predecessors, a company specializing in temporary employment services for the construction industry. AllTrades Direct developed from one to 50 offices with revenues of $1 million per month prior to its sale in September 2000. Mr. Porter earned a BA degree in Economics from Florida State University. Cristino L. Perez - Chief Financial Officer, Secretary, Treasurer, and Director As of the closing of the Acquisition, Cristino L. Perez will be elected Chief Financial Officer, Secretary, Treasurer and Director of Columbialum, Ltd. Mr. Perez served as Secretary, Treasurer and Director of Integra since October 2001. Since October 1999, Mr. Perez has been employed with Baumann, Raymondo & Company, P.A., Certified Public Accountants with primary responsibilities for development of accounting and auditing services to small publicly held enterprises. From 1993 to 1999, Mr. Perez operated his own tax and accounting service, with concentration of services to small publicly held companies. Mr. Perez earned a BA degree in Accounting from the University of South Florida. 3 Item 2. ACQUISITION AND DISPOSITION OF ASSETS On November 23, 2001, the Company entered into a Securities Exchange Agreement (the "Securities Exchange Agreement") to acquire (the "Acquisition") 100% of the issued and outstanding common stock of Integra for an aggregate of 1,500,000 shares of Common Stock of the Company. The Acquisition closed on December 12, 2001. Pursuant to the Securities Exchange Agreement, the Company issued 1,500,000 shares of common stock to the Integra shareholders. The above described transaction was intended to qualify as a tax-free reorganization, within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended. Integra Staffing, Inc., ("Integra") a Florida corporation organized on August 16, 1999 for the purpose of establishing and operating temporary employment offices and to expand its operations by establishing additional offices or by the acquisition of other temporary employment firms. Currently, Integra presently operates one office in Tampa, Florida and has another office under lease in an effort to expand its operations. Integra is a full service temporary and permanent placement services company with emphasis in the office administrative, skilled trades, and network support marketplace. Integra's goal has been to become a nationally recognized full service provider of staffing solutions to meet the staffing needs of its clients, with strong presence in major metropolitan areas to achieve low cost, efficient structures. Integra's growth strategy has been to acquire other companies or offices of major companies in the staffing industry that complement Integra's business plan, in order to offer its clients a comprehensive range of staffing solutions under a common brand name. The corporate management team of Integra has extensive experience in identifying possible acquisition and integrating acquisitions into one brand name. Integra's plans have been to centralize management structure of the different entities in order to reduce overhead costs and maximize efficiency. The foregoing description of the transactions is qualified in its entirety to the full text of the Securities Exchange Agreement. 4 Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of businesses acquired: Integra Staffing, Inc. PAGE INDEPENDENT AUDITOR'S REPORT F-1 FINANCIAL STATEMENTS - Balance sheets as of December 31, 2000 and 1999, and for the nine months ended September 30, 2001 (unaudited) F-2 Statements of operations for the year ended December 31, 2000 and for the period from inception, August 16, 1999 to December 31, 1999, and for the nine months ended September 30, 2001 (unaudited) F-3 Statements of cash flows for the year ended December 31, 2000 and for the period from inception, August 16, 1999 to December 31, 1999, and for the nine months ended September 30, 2001 (unaudited) F-4 Statements of stockholders' equity for the period from inception, August 16, 1999 through December 31, 2000, and for the nine months ended September 30, 2001 (unaudited) F-5 NOTES TO FINANCIAL STATEMENTS F-6 to F-9 (b) Pro Forma Financial Unaudited pro forma condensed combined balance sheet at December 30, 2000, and September 30, 2001 F-10 & F-11 Unaudited pro forma condensed statement of operations for the year ended December 31, 2001 and for the nine months ended September 30, 2001. F-12 & F-13 Unaudited pro forma condensed combined statements of stockholders' equity for the year ended December 31, 2001 and for the nine months ended September 30, 2001. F-14 Notes to unaudited pro forma condensed combined financial statements F-15 to F-16 5 (c) Exhibits Exhibit 2.1 Securities Exchange Agreement dated November 23, 2001 between Columbialum, Ltd. and the shareholders of Integra Staffing, Inc. Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COLUMBIALUM, LTD. By: /s/ Rene Morissette -------------------------- Rene Morissette, President Dated: January 9, 2002 6 INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Stockholders Integra Staffing, Inc. Tampa, Florida I have audited the accompanying balance sheets of Integra Staffing, Inc., as of December 31, 2000 and 1999, and the related statements of operations, cash flows and stockholders' equity for the year ended December 31, 2000, and period from inception, August 16, 1999 to December 31, 1999. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on our audit. I conducted the audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly in all material respects, the financial position of Integra Staffing, Inc. at December 31, 2000 and 1999, and the result of its operations and its cash flows for the year ended December 31, 2000 and for the period from inception, August 16, 1999 to December 31, 1999 in conformity with accounting principles generally accepted in the United States of America. /s/ TIMOTHY M. GRIFFITHS, C.P.A. TIMOTHY M. GRIFFITHS, CPA Tampa, Florida October 18, 2001 F-1
INTEGRA STAFFING, INC. BALANCE SHEETS DECEMBER 31, 2000 AND 1999 ASSETS (Unaudited) 2000 1999 2001 ----------------- ---------------- ----------------- CURRENT ASSETS Cash $ 19,697 $ 197 $ 5,810 Accounts receivable 58,051 - 60,731 Prepaid and other assets 2,616 532 1,226 ----------------- ---------------- ----------------- Total current assets 80,364 729 67,767 ----------------- ---------------- ----------------- PROPERTY AND EQUIPMENT Property and equipment 11,736 9,524 17,494 Less: Accumulated depreciation 3,729 625 5,985 ----------------- ---------------- ----------------- Net property and equipment 8,007 8,899 11,509 ----------------- ---------------- ----------------- TOTAL ASSETS $ 88,371 $ 9,628 $ 79,276 ================= ================ ================= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 6,530 $ - $ 15,366 ----------------- ---------------- ----------------- Accrued payroll taxes 66,630 642 29,262 Accrued salaries 9,985 100 9,062 Related party loans - 19,321 99,300 Customer deposits 8,558 - 8,558 Other current liabilities 1,924 3206 800 ----------------- ---------------- ----------------- Total current liabilities 93,627 23,269 162,348 ----------------- ---------------- ----------------- STOCKHOLDERS' EQUITY (DEFICIT) Common stock, $.01 par value, 1,000 shares authorized, issued and outstanding: 2000 - 100 shares; 1999 - 750 shares; September 30, 2001 - 290 shares 1 8 9 Paid-in capital 107,499 - 209,933 Retained earnings (deficit) (112,756) (13,649) (293,014) ----------------- ---------------- ----------------- Total stockholders' equity (deficit) (5,256) (13,641) (83,072) ----------------- ---------------- ----------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 88,371 $ 9,628 $ 79,276 ================= ================ =================
Read report of independent certified public accountant. The accompanying notes are an integral part of these financial statements. F-2
INTEGRA STAFFING, INC. STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000 AND FOR THE PERIOD FROM AUGUST 16, 1999 (INCEPTION) TO DECEMBER 31, 1999 (Unaudited) Nine Months Ended September 30, 2000 1999 2001 ------------------- ----------------- --------------------- REVENUES $ 556,267 $ - $ 420,961 ------------------- ----------------- --------------------- COST OF REVENUES Temporary payroll 309,089 - 276,742 Payroll taxes 32,187 - 30,656 Workers compensation insurance 2,173 - 4,915 Other costs 234 - 1,339 ------------------- ----------------- --------------------- Total cost of revenues 343,683 - 313,652 ------------------- ----------------- --------------------- GROSS MARGIN 212,584 - 107,309 ------------------- ----------------- --------------------- OPERATING EXPENSES Legal & professional fees 6,894 1,015 5,922 Advertising/Promotion 32,504 - 14,587 Salaries and benefits 187,715 5,200 142,568 Payroll taxes 16,015 - 13,282 Rent & leases 19,727 - 19,294 Administrative expenses 48,791 7,415 64,086 ------------------- ----------------- --------------------- Total operating expenses 311,646 13,630 259,739 ------------------- ----------------- --------------------- LOSS FROM OPERATIONS (99,062) (13,630) (152,430) ------------------- ----------------- --------------------- OTHER INCOME (EXPENSES) Interest and other income 181 34 58 Interest expense (226) (53) (27,886) ------------------- ----------------- --------------------- Net other income (expenses) (45) (19) (27,828) ------------------- ----------------- --------------------- NET INCOME (LOSS) $ (99,107) $ (13,649) $ (180,258) =================== ================= =====================
Report of independent certified public accountant. The accompanying notes are an integral part of these financial statements. F-3
INTEGRA STAFFING, INC. STATEMENTS OF CASH FLOWS FOR YEAR ENDED DECEMBER 31, 2000 AND FOR THE PERIOD FROM AUGUST 16, 1999 (INCEPTION) TO DECEMBER 31, 1999 (Unaudited) Nine Months Ended September 30, 2000 1999 2001 ------------------- ---------------- --------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (99,107) $ (13,649) $ (180,258) Adjustments to reconcile net loss to cash used in operating activities: Depreciation 3,104 625 2,256 Allowance for bad debt 1,800 - - Decrease (increase) in current assets: Accounts receivable (59,851) - (2,680) Prepaid and other assets (2,084) (532) 1,390 Increase (decrease) in current liabilities: Accounts payable 6,530 642 8,836 Payroll tax accruals 65,988 100 (37,368) Salary accrual 9885 - (923) Customer deposits 8,558 - - Other current liabilities (1,282) 3,206 (1,124) ------------------- ---------------- --------------------- Total adjustments 32,648 4,043 (29,613) ------------------- ---------------- --------------------- Net cash (used) by operating activities (66,459) (9,608) (209,871) ------------------- ---------------- --------------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (2,212) (9,524) (5,758) ------------------- ---------------- --------------------- Net cash (used) by investing activities (2,212) (9,524) (5,758) ------------------- ---------------- --------------------- CASH FLOWS FROM FINANCING ACTIVITIES Sale of capital stock, net of redemption 74,992 8 99,950 Loan from stockholder, net (19,321) 19,321 99,300 Capital contribution 32,500 - 2,492 ------------------- ---------------- --------------------- Net cash provided by financing activities 88,171 19,329 201,742 ------------------- ---------------- --------------------- NET INCREASE (DECREASE) IN CASH 19,500 197 (13,887) CASH, BEGINNING OF PERIOD 197 - 19,697 ------------------- ---------------- --------------------- CASH, END OF PERIOD $ 19,697 $ 197 $ 5,810 =================== ================ =====================
Read report of independent certified public accountant. The accompanying notes are an integral part of these financial statements. F-4
INTEGRA STAFFING, INC. STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 COMMON STOCK PAID-IN RETAINED SHARES AMOUNT CAPITAL DEFICIT TOTAL --------------- -------------- --------------- ----------------- --------------- BALANCE, AUGUST 16, 1999 (INCEPTION) - $ - $ - $ - $ - Sale of stock for cash 1,000 10 90 - 100 Redemption of stock (250) (2) (90) - (92) Net loss during period - - - (13,649) (13,649) --------------- -------------- --------------- ----------------- --------------- BALANCE, DECEMBER 31, 1999 750 8 - (13,649) (13,641) Sale of stock for cash 250 2 24,998 - 25,000 Effect of 1 for 10 reverse stock split (990) (10) 2 - (8) Sale of stock for cash 90 1 49,999 - 50,000 Capital contributions - - 32,500 - 32,500 Net loss for the year - - - (99,107) (99,107) --------------- -------------- --------------- ----------------- --------------- BALANCE, DECEMBER 31, 2000 100 1 107,499 (112,756) (5,256) Capital contributions - - 2,492 - 2,492 Sale of stock for cash 900 9 21,341 - 21,350 Effect of 1 for 25 reverse stock split (860) (9) 9 - - --------------- -------------- --------------- ----------------- --------------- 40 1 131,332 (112,756) 18,586 Sale of stock for cash 250 2 78,598 - 78,600 Net loss during period - - - (180,258) (180,258) --------------- -------------- --------------- ----------------- --------------- BALANCE, SEPT. 30, 2001 (UNAUDITED) 290 $ 3 $ 209,939 $ (293,014) $ (83,072) =============== ============== =============== ================= ===============
Read report of independent certified public accountant. The accompanying notes are an integral part of these financial statements. F-5 INTEGRA STAFFING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Integra Staffing, Inc., a Florida corporation organized on August 16, 1999, ("Integra") for the purpose of establishing and operating a temporary employment agency and to expand its operations by establishing additional offices or acquisition of other temporary employment firms. Integra's strategy has been to provide, efficient and affordable solutions to the its customers' employment and labor force needs. Cash and Cash Equivalents For purposes of the statement of cash flows, Integra considers amounts held by financial institutions and short-term investments with an original maturity of 90 days or less to be cash and cash equivalents. Accounts Receivable Integra extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers, maintaining allowances for potential credit losses which, when realized, have been within management's expectations. Integra's bad debt expense for the years ended December 31, 2000 and 1999 were $2,579 and $0 respectively. Organization Costs Organization costs, consisting of legal expenses relating the Integra's organization were expensed as incurred. Property and Equipment Property and equipment are recorded at historical cost and include expenditures, which substantially increase the useful lives of existing property, plant and equipment. Maintenance and repairs are charged to operations when incurred. Depreciation of property and equipment is computed primarily using the straight-line method based on estimated useful lives (furniture and office equipment, 5 to 10 years). Depreciation for income tax purposes is computed principally using accelerated cost recovery methods and lives. Advertising Costs Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred. The costs of direct-response advertising are capitalized and amortized over the period during which future benefits are expected to be received. Read report of independent certified public accountant. F-6 INTEGRA STAFFING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes Integra, with the consent of its shareholders, has elected under the Internal Revenue Code to be an S corporation. In lieu of corporation income taxes, the shareholders of an S corporation are taxed on their proportionate share of Integra's taxable income or loss. Therefore, no provision or liability for federal income taxes has been included in these financial statements. Concentration of Credit Risk Financial instruments, which potentially expose Integra to concentrations of credit risk, as defined by FASB Statement No. 105, Disclosure of Information about Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentration of Credit Risk, consist principally of contract receivable. Integra is exposed to credit risk relating to the collection on its accounts receivable. To minimize the risk of Integra performs credit evaluations on its customers. Financial Instruments Integra estimates that the fair value of all financial instruments at December 31, 2000 and 1999 do not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheet. Comprehensive Income Integra has adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income", which established standards for reporting and display of comprehensive income and its components in the financial statements. Besides net income, SFAS No. 130 requires the reporting of other comprehensive income, defined as revenues, expenses, gains and losses that under generally accepted accounting principles are not included in net income. As at December 31, 2000, Integra had no items of other comprehensive income and as a result, no additional disclosure is included in the financial statements Accounting Method Integra's financial statements are prepared using the accrual method of accounting. Read report of independent certified public accountant. F-7 INTEGRA STAFFING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Fiscal Year Integra has elected December 31 as its fiscal year end. NOTE B - LOAN FROM SHAREHOLDERS For the year ended December 31, 1999, Integra received loans from officers and stockholders evidenced by interest bearing master promissory notes totaling $19,321, which remained outstanding at the end of the year. During the year ended December 31, 2000, Integra received loans from officers and stockholders amounting to $105,650. Of these loans, $32,500 were contributed to Integra as paid in capital, and $75,000 of these loans were used to purchase an additional 340 shares of the $0.01 par value common stock of Integra. . NOTE C - STOCK ISSUANCES On August 16, 1999, 1,000 shares of Integra's $0.01 par value common stock were issued to Frank Hartman in exchange for $100 in cash. On November 1, 1999, Mr. Hartman gifted 750 shares of his shares and the remaining 250 shares were redeemed by Integra and cancelled. On April 1, 2000, 250 shares of Integra's $0.01 par value common stock were issued to the William A. Brown Family Trust in exchange for $25,000 in cash. On April 15, 2000, Integra authorized a 1 to 100 reverse stock split of its $0.01 par value common stock. On April 15, 2000, an additional 90 shares of Integra's $0.01 par value common stock was issued William A. Brown Family Trust in exchange for $50,000 in cash. NOTE D - COMMITMENTS AND CONTINGENCIES Integra currently leases office space on 3 year lease arrangement through October 31, 2003, at the current rate of approximately $1,618 per month. The lease includes an escalation clause and allocation of common maintenance costs. In addition, Integra assumed a lease on office space on a 3-year lease through August 31, 2003, at the current rate of $700 per month. The future minimum lease payments due on these leases is as follows: 2001 -- $29,826; 2002 -- $27,668 and; 2003 -- $ 5,944. Read report of independent certified public accountant. F-8 INTEGRA STAFFING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 NOTE E - RELATED PARTY TRANSACTIONS During the years ended December 31, 2000 and 1999, the officers and stockholders made loans to Integra $67,500 and $19,321 respectfully. These loans were evidenced by master promissory notes with interest at the rate of 8% per annum. During the year ended December 31, 2000, the officers and stockholders converted $50,000 of loans into additional shares of Integra's $0.01 par value common stock and in connection thereto have waived accrued interest on these notes. At December 31, 2000 and 1999 no liability exists to the officers and stockholders. During the year ended December 31, 2000, the officers and stockholders contributed $15,000 of their loans to Integra and recorded as additional paid-in capital. NOTE F - CASH FLOW SUPPLEMENTAL INFORMATION Cash paid for interest during the years ended December 31, 2000 and 1999 amounted to $226 and $53 respectively. NOTE G - SUBSEQUENT EVENTS (UNAUDITED) Stock Issuances On September 30, 2001, Integra issued Frank Hartman 900 (36 shares after the reverse stock split) shares of Integra's $0.01 par value common stock in exchange for $21,350 in cash and immediately thereafter authorized a 1 for 25 reverse stock split. Subsequent to the reverse stock split, Integra issued William A. Brown Family Trust 250 shares of its $0.01 par value common stock in exchange for $78,600 in cash. On October 18, 2001, Integra issued R, Gale Porter 350 shares of Integra's $0.01 par value common stock in exchange for $28,000 in cash, and 50 shares of its $0.01 par value common stock to Charles Lincoln in exchange for $5,000 in cash. Loans from Shareholders: During the nine months ended September 30, 2001, additional loans totaling $99,950 were made to Integra, and at September 30, 2001 the full amount was used to purchase an additional 750 shares of the $0.01 common stock of Integra. Read report of independent certified public accountant. F-9
COLUMBIALUM, LTD., AND INTEGRA STAFFING, INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AT DECEMBER 31, 2000 Pro forma Columbialum Ltd. Integra Pro forma Condensed Staffing Adjustments Combined ASSETS ----------------- --------------- ---------------- ---------------- CURRENT ASSETS Cash $ - $ 19,697 $ - $ 19,697 Accounts & note receivable - 58,051 - 58,051 Prepaid expenses - 2,616 - 2,616 ----------------- --------------- ---------------- ---------------- Total current assets - 80,364 - 80,364 ----------------- --------------- ---------------- ---------------- FURNITURE AND FIXTURES, net - 8,007 - 8,007 ----------------- --------------- ---------------- ---------------- TOTAL ASSETS $ - $ 88,371 $ - $ 88,371 ================= =============== ================ ================ LIABILITIES AND STOCKHOLDERS' (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued expenses, others $ - $ 85,069 $ - $ 85,069 Customer deposit - 8,558 - 8,558 Related party loan 4,125 - - - ----------------- --------------- ---------------- ---------------- Total current liabilities 4,125 93,627 - 93,627 ----------------- --------------- ---------------- ---------------- STOCKHOLDERS' (DEFICIT) Common stock 1,000 1 a (1) 2,500 b 1,500 Additional paid-in capital - 107,499 a 1 100,875 b (1,500) c (5,125) Retained deficit (5,125) (112,756) c 5,125 (112,756) ----------------- --------------- ---------------- ---------------- Total stockholders' (deficit) (4,125) (5,256) - (9,381) ----------------- --------------- ---------------- ---------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ 88,371 $ - $ 88,371 ================= =============== ================ ================
The accompanying notes to unaudited pro forma condensed financial statements are an integral part of these financial statements. F-10
COLUMBIALUM, LTD., AND INTEGRA STAFFING, INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AT SEPTEMBER 30, 2001 Pro forma Integra Pro forma Condensed Columbialum Ltd. Staffing Adjustments Combined ----------------- --------------- ---------------- ---------------- ASSETS CURRENT ASSETS Cash $ - $ 5,810 $ - $ 5,810 Accounts & note receivable - 60,731 - 60,731 Prepaid expenses - 1,226 - 1,226 ----------------- --------------- ---------------- ---------------- Total current assets - 67,767 - 67,767 ----------------- --------------- ---------------- ---------------- FURNITURE AND FIXTURES, net - 11,509 - 11,509 ----------------- --------------- ---------------- ---------------- TOTAL ASSETS $ - $ 79,276 $ - $ 79,276 ================= =============== ================ ================ LIABILITIES AND STOCKHOLDERS' (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued expenses, others $ - $ 63,048 $ - $ 63,048 Related party loan - 99,300 - 99,300 ----------------- --------------- ---------------- ---------------- Total current liabilities - 162,348 - 162,348 ----------------- --------------- ---------------- ---------------- STOCKHOLDERS' (DEFICIT) Common stock a 1,000 9 a (9) 2,500 b 1,500 Additional paid-in capital 6,400 209,933 a 9 207,442 b (1,500) c (7,400) Retained deficit (7,400) (293,014) c 7,400 (293,014) ----------------- --------------- ---------------- ---------------- Total stockholders' (deficit) - (83,072) - (83,072) ----------------- --------------- ---------------- ---------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ 79,276 $ - $ 79,276 ================= =============== ================ ================
The accompanying notes to unaudited pro forma condensed financial statements are an integral part of these financial statements. F-11
COLUMBIALUM, LTD. AND INTEGRA STAFFING, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000 Pro forma Integra Pro forma Condensed Columbialum Ltd. Staffing Adjustments Combined ------------------ ---------------- ------------------- ----------------- REVENUES $ - $ 556,267 $ - $ 556,267 COST OF GOODS SOLD - 343,683 - 343,683 ------------------ ---------------- ------------------- ----------------- GROSS PROFIT - 212,584 - 212,584 OPERATING EXPENSES 3,605 311,646 - 315,251 ------------------ ---------------- ------------------- ----------------- LOSS BEFORE OTHER INCOME (EXPENSES) (3,605) (99,062) - (102,667) ------------------ ---------------- ------------------- ----------------- OTHER INCOME (EXPENSE) Interest and other income - 181 181 Interest expense - (226) - (226) ------------------ ---------------- ------------------- ----------------- TOTAL OTHER INCOME (EXPENSE) - (45) - (45) ------------------ ---------------- ------------------- ----------------- NET LOSS BEFORE TAXES (3,605) (99,107) - (102,712) PROVISION FOR INCOME TAXES - - - - ------------------ ---------------- ------------------- ----------------- NET LOSS $ (3,605) $ (99,107) $ - $ (102,712) ================== ================ =================== ================= NET LOSS PER COMMON SHARE (BASIC & DILUTED) $ (.07) ================= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2,500,000 =================
The accompanying notes to unaudited pro forma condensed financial statements are an integral part of these financial statements. F-12
COLUMBIALUM, LTD. AND INTEGRA STAFFING, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 Pro forma Integra Pro forma Condensed Columbialum Ltd. Staffing Adjustments Combined ------------------ ---------------- ------------------- ----------------- REVENUES $ - $ 420,961 $ - $ 420,961 COST OF GOODS SOLD - 313,652 - 313,652 ------------------ ---------------- ------------------- ----------------- GROSS PROFIT - 107,309 - 107,309 OPERATING EXPENSES 2,275 159,739 - 162,014 ------------------ ---------------- ------------------- ----------------- LOSS BEFORE OTHER INCOME (EXPENSES) (2,275) (152,430) - (154,705) ------------------ ---------------- ------------------- ----------------- OTHER INCOME (EXPENSE) Interest and other income - 58 58 Interest expense - (27,886) - (27,886) ------------------ ---------------- ------------------- ----------------- TOTAL OTHER INCOME (EXPENSE) - (27,828) - (27,828) ------------------ ---------------- ------------------- ----------------- NET LOSS BEFORE TAXES (2,275) (180,258) - (182,533) PROVISION FOR INCOME TAXES - - - - ------------------ ---------------- ------------------- ----------------- NET LOSS $ (2,275) $ (180,258) $ - $ (182,533) ================== ================ =================== ================= NET LOSS PER COMMON SHARE (BASIC & DILUTED) $ (.07) ================= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2,500,000 =================
The accompanying notes to unaudited pro forma condensed financial statements are an integral part of these financial statements. F-13
COLUMBIALUM, LTD., AND INTEGRA STAFFING, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 2000 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 Additional Paid-in Retained Shares Amount Capital Deficit Total --------------- ------------- --------------- --------------- --------------- BALANCE, JANUARY 1, 2000 1,000,000 $ 1,000 $ - $ (1,520) $ (520) Loss for the year - - - (3,605) (3,605) --------------- ------------- --------------- --------------- --------------- BALANCE, DECEMBER 31, 2000 1,000,000 1,000 - (5,125) (4,125) Issuance of shares in exchange for common shares Integra 1,500,000 1,500 207,442 (105,356) 103,586 Loss for the period 9/30/01 - - - (182,533) (182,533) --------------- ------------- --------------- --------------- --------------- BALANCE, SEPT. 30, 2001 2,500,000 $ 2,500 $ 207,442 $ (293,014) $ (83,072) =============== ============= =============== =============== ===============
The accompanying notes to unaudited pro forma condensed financial statements are an integral part of these financial statements. F-14 COLUMBIALUM, LTD., AND INTEGRA STAFFING, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS DECEMBER 31, 2000 AND SEPTEMBER 30, 2001 NOTE A - GENERAL INFORMATION The following unaudited pro forma condensed combined balance sheets aggregates the balance sheet of Columbialum, Ltd. ("Columbialum"), a Nevada corporation and Integra Staffing, Inc., ("Integra"), a Florida corporation as of December 31, 2000 and September 30, 2001 using the reverse merger method of accounting, effectively a re-capitalization of Integra, and using the assumptions described in the following notes as if the business combination occurred as of the end of December 31, 2001 and September 30, 2001 respectively for the balance sheets and as of January 1, 2000 for the statement of operations. The following unaudited pro forma condensed combined statement of operations aggregates the result of operations for both companies for the year ended December 31, 2000 and for the nine months ended September 30, 2001 for Columbialum and Integra. The unaudited pro forma statements should be read in conjunction with the separate financial statements and notes thereto of Columbialum at December 30, 2000 and September 30, 2001 and for the year ended December 31, 2000 and the nine months ended September 30, 2001, included in that company's annual and quarterly reports filed with the Securities and Exchange Commission under cover of Form 10-KSB and Form 10-QSB. The unaudited pro forma financial statements are not necessarily indicative of the combined financial position which might have existed at December 30, 2000 and September 30, 2001, or the results of operations as they may have been for the year ended December 31, 2000 and the nine months ended September 30, 2001, had the business combination occurred on the dates indicated above. NOTE B - REVERSE MERGER METHOD OF ACCOUNTING Following the acquisition, the management of Integra became the management of Columbialum and the former stockholders of Integra were issued approximately 60% of the outstanding shares of Columbialum's $0.001 par value common stock. In accordance with accounting principles generally accepted in the United States of America, Columbialum's acquisition of Integra is being accounted for as a reverse merger. As a result, Integra is being treated as the acquiring Columbialum, and Columbialum is being treated as the acquired company for accounting purposes, even though Columbialum is the acquiring company for legal purposes. The historical financial statements of Integra will become the historical financial statements of Columbialum in connection with the acquisition. Similarly, the historical equity and deficit of Integra prior to the acquisition will be retroactively restated for the equivalent number of shares issued in connection with the acquisition. NOTE C - ASSUMPTIONS The accompanying unaudited pro forma condensed combined financial statements are presented based on the following assumptions: 1. That the business combination between Columbialum and Integra was accomplished on January 1, 2000. F-15 COLUMBIALUM, LTD., AND INTEGRA STAFFING, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS DECEMBER 31, 2000 AND SEPTEMBER 30, 2001 NOTE C - ASSUMPTIONS (Continued) 2. That the Exchange Agreement between Columbialum and Integra was consummated under the terms and conditions disclosed in Note F as of January 1, 2000. 3. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2000 and for the nine months ended September 30, 2001 do not include adjustments for legal and accounting expenses associated with the acquisition. NOTE D - PRO FORMA ADJUSTMENTS The pro forma adjustments are summarized as follows: (a) To eliminate the capital stock of Integra in exchange for the issuance of 1,500,000 shares of Columbialum's $0.001 par value common stock. (b) To give effect to the issuance to the issuance of 1,500,000 shares in connection with the business combination (c) To eliminate the accumulated deficit of Columbialum. NOTE E - NET LOSS PER COMON SHARE The net loss per common share for the unaudited pro forma condensed combined column is computed based on the weighted average number of historical shares outstanding for Columbialum during the period, giving effect to the 1,500,000 common shares that were issued to the shareholders of Integra upon the consummation of the business combination since the transaction is assumed to have occurred on January 1, 2000 for purposes of the pro forma statement of operations. NOTE F - STOCK EXCHANGE On November 23, 2001, Columbialum entered into a Securities Exchange Agreement to acquire 100% of the issued and outstanding common stock of Integra for an aggregate of 1,500,000 shares of common stock of Columbialum. The effective date of the transaction and closing was December 12, 2001. F-16 -----END PRIVACY-ENHANCED MESSAGE-----