-----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, SKOoHuOEi4aUSaJF3/5Ro7SV4YQ3HrXzlfYsH5/7yzcW090aCdZaLEWrSxIO9dnw q9ZoWeb01qqk8MaVnTZ6Xg== 0001019687-02-000435.txt : 20020415 0001019687-02-000435.hdr.sgml : 20020415 ACCESSION NUMBER: 0001019687-02-000435 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010531 FILED AS OF DATE: 20020328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMBINE CORP CENTRAL INDEX KEY: 0000838783 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 870415594 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-22749 FILM NUMBER: 02589727 BUSINESS ADDRESS: STREET 1: 129 FRONT ST. PENTHOUSE SUITE STREET 2: HAMILTON HM12 CITY: BERMUDA STATE: F5 ZIP: 00000 BUSINESS PHONE: 441-296-4545 MAIL ADDRESS: STREET 1: 129 FRONT ST., PENTHOUSE SUITE STREET 2: HAMILTON, HM12 CITY: BERMUDA STATE: F5 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: WESTWIND GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CTC COSMETICS HOLDINGS CO INC DATE OF NAME CHANGE: 19970403 10QSB 1 combine_10q-053101.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-QSB (X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended May 31, 2001 ( ) Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1939 for the transition period ____ to______ COMMISSION FILE NUMBER: 0-22749 COMBINE CORP. (Exact name of registrant as specified in its charter) Delaware 87-0415594 - ------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 129 Front St., Penthouse Suite, Hamilton HM12 Bermuda 441 296 4545 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices, including Registrant's zip code and telephone number) CTC Cosmetics Holdings Company, Inc. - -------------------------------------------------------------- Former name, former address and former fiscal year, if changed 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 post 90 days. Yes [ ] No [X] The number of shares of the registrant's common stock issued as of May 31, 2001, 6,477,114 shares. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] TABLE OF CONTENTS PAGE ----------------- ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements (a) Balance Sheets 3 (b) Statements of Operations 4 (c) Statements of Cash Flows 5 (d) Statement of Shareholders' Equity 6 (e) Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION 9 Item 1. Legal Proceedings Item 2. Changes in Securities and Use of Proceeds Item 3. Defaults On Senior Securities Item 4. Submission of Items to a Vote Item 5. Other Information Item 6. (a) Exhibits (b) Reports on Form 8K SIGNATURES 10 2 COMBINE CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS AS OF MAY 31, 2001 AND AUGUST 31, 2000
May 31, August 31, 2001 2000 ------------ ------------ (UNAUDITED) ASSETS Cash $ -- $ -- ------------ ------------ Total assets $ -- $ -- ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 38,501 $ 32,882 Loans from shareholders 26,579 19,579 Accrued interest on debentures -- 52,127 ------------ ------------ Total current liabililties 65,080 104,588 Shareholders' equity Preferred stock, $.01 par value 10,000,000 shares authorized, no shares issued and outstanding Common stock (par value $.004) 50,000,000 shares authorized; May 31, 2001 and August 31, 2000- 6,477,114 and 262,263 shares issued and outstanding respectively 25,908 1,049 Paid in capital 1,894,473 1,866,506 Accumulated deficit during development stage (1,985,461) (1,972,143) ------------ ------------ Total shareholders' equity (65,080) (104,588) Total liabilities and shareholders' equity $ -- $ -- ============ ============ The accompanying notes are an integral of part of these financial statements. 3
COMBINE CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED MAY 31, 2001 AND 2000 AND CUMULATIVE FROM SEPTEMBER 1, 1997 TO MAY 31, 2001 (UNAUDITED)
Nine months Nine months Cumulative from ended ended September 1, May 31, May 31, 1997 to May 31, 2001 2000 2001 ------------ ------------ ------------ Expenses Professional fees $ 12,619 $ 21,400 $ 44,613 Interest 699 2,944 55,126 ------------ ------------ ------------ Total expenses 13,318 24,344 99,739 ------------ ------------ ------------ Loss before income taxes and divestiture (13,318) (24,344) (99,739) Income tax -- -- -- ------------ ------------ ------------ Loss before divestiture (13,318) (24,344) (99,739) Divestiture of CTC Cosmetics Holdings Company, Inc. -- -- (1,885,722) ------------ ------------ ------------ Net (loss) $ (13,318) $ (24,344) $(1,985,461) ============ ============ ============ Net (loss) per share $ (0.003) $ (0.093) $ (0.390) ============ ============ ============ Weighted average number of shares outstanding 5,096,036 262,263 5,096,036 ============ ============ ============ The accompanying notes are an integral of part of these financial statements. 4
COMBINE CORP. STATEMENTS OF CASH FLOWS (A DEVELOPMENT STAGE COMPANY) FOR THE NINE MONTHS ENDED MAY 31, 2001 AND 2000 AND CUMULATIVE FROM SEPTEMBER 1, 1997 TO MAY 31, 2001 (UNAUDITED)
Nine months Nine months Cumulative from ended ended September 1, May 31, May 31, 1997 to May 31, 2001 2000 2001 ------------ ------------ ------------ CASH FLOW FROM OPERATING ACTIVITY Net (loss) $ (13,318) $ (24,344) $(1,985,461) Adjustments to reconcile net income to net cash Divestiture of CTC Cosmetics Holdings Company, Inc. -- -- 1,885,722 Shares issued for accrued interest 699 -- 72,826 Increase (decrease) in operating liabilities Accrued interest -- 2,944 (17,700) Accounts payable 5,619 6,947 18,034 ------------ ------------ ------------ Net cash used in operating activity (7,000) (14,453) (26,579) CASH FLOWS FROM FINANCING ACTIVITY Increase in shareholder loans 7,000 14,453 26,579 ------------ ------------ ------------ Net cash provided from (used for) all activities -- -- -- Cash balance at beginning of year -- -- -- ------------ ------------ ------------ Cash balance at May 31 $ -- $ -- $ -- ============ ============ ============ The accompanying notes are an integral of part of these financial statements. 5
COMBINE CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF SHAREHOLDERS' EQUITY FROM SEPTEMBER 1, 1997 TO MAY 31, 2001 (UNAUDITED)
Accumulated Common Stock Addition deficit during ------------------------------- Paid-In development Shares Amount Capital stage ------------ ------------ ------------ ------------ Balance at September 30, 1997 10,157,987 $ 64,467 $ 1,283,088 $(1,885,722) Issued 10,667 shares of common stock in for interest accrued 10,667 43 19,957 Net loss -- -- -- (42,900) ------------ ------------ ------------ ------------ Balance at August 31, 1998 10,168,654 64,510 1,303,045 (1,928,622) Conversion of debentures to common stock 16,000,000 64,000 436,000 -- Net loss -- -- -- (13,686) ------------ ------------ ------------ ------------ Balance at August 31, 1999 26,168,654 128,510 1,739,045 (1,42,308) Common stock reconstituted such that one new share was issued for 100 old shares (25,906,391) (127,461) 127,461 -- Net loss -- -- -- (29,835) ------------ ------------ ------------ ------------ Balance at August 31, 2000 262,263 $ 1,049 $ 1,866,506 $(1,972,143) Issued common stock for interest accrued on October 31, 2000 at the conversion rate of $0.0085 per share 6,214,851 24,859 27,967 -- Net loss -- -- -- (13,318) ------------ ------------ ------------ ------------ Balance at May 31, 2001 6,477,114 $ 25,908 $ 1,894,473 $(1,985,461) ============ ============ ============ ============ The accompanying notes are an integral of part of these financial statements. 6
COMBINE CORP. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MAY 31, 2001 AND 2000 (UNAUDITED) 1. GENERAL Combine Corp. (the "Company"), formerly known as CTC Cosmetics Holdings Company, Inc., is a Delaware corporation, which was incorporated in the State of Delaware in March 1997. The Company was acquired in share exchange transaction by CTC Cosmetics Holdings (BVI) Co., Ltd., a British Virgin Islands corporation which held an investment in Cao Tain Cosmetic Holdings Limited that developed, manufactured and marketed skin and hair products, cosmetics, and cosmetic related chemical ingredients. The Company changed its name to its current name on September 18, 2000. Concurrent with the March 21, 1997, Agreement and Plan of Reorganization, CTC Cosmetics Holdings Company, Inc. sold $500,000 of 8% convertible debentures due March 31, 1998 to Voyager Select IPO Fund, Ltd. ("Voyager"). The principal amount of the debentures were convertible at any time, at the option of Voyager, at a conversion price equal to the lower of 50% of the average closing bid price of common stock for 5 business days immediately preceding the conversion date or $2.50 per share. Voyager received warrants to purchase 50,000 shares of common stock at the date of exercise. The warrants could be exercised at any time. In September 1998, Voyager Select IPO Fund, Ltd. converted the outstanding debentures in the principal amount of $500,000 acquiring 16,000,000 shares of common stock based on the conversion price equal to the average bid and ask prices of common stock ($.03125) as reflected on NASDAQ on August 31, 1998. Subsequent to the signing of the Agreement and the exchange of 9,000,000 shares for CTC Cosmetics Holding (BVI) Co. Ltd., the Board of Directors of the Company breached their fiduciary duty to the shareholders of the Company by failing to provide current financial information of the Company, failure to respond to shareholders' inquiries and failure to comply with the disclosure requirements of the Exchange act of 1934 by non-filing of the required periodic and annual reports. On January 21, 2000 Voyager, which held 61.3% of outstanding common stock of the Company filed Schedule 14C with the Securities and Exchange Commission notifying the shareholders that the Chinese directors would be removed and new directors appointed by Voyager. On February 22, 2000 the Board of Directors comprised of Chinese directors was removed and replaced by new directors appointed by Voyager. In May 2000, the Company approved 100-for-1 reverse stock split and issued one new share for each one hundred old shares. For stockholders with less than 100 shares, 1 share was issued. The reverse stock split has been reflected in the stockholders equity section. The paid in par value has been adjusted to reflect the reverse stock split. In October 2000, the Company issued 6,214,851 shares of common stock in payment for interest accrued on the Voyager loan at ($0.0085) per share. The Company after recognizing the loss on the forced divestiture in the fiscal year ended August 31, 1997 had no operations and has had none since that date. 7 2. BASIS OF PRESENTATION The financial statements have been prepared in a development stage company format as from September 1, 1997 as the Company has had no operations since its divestiture in 1997. Losses prior to August 31, 1997 have been accumulated as loss on divestiture accumulated in development stage. Losses subsequent to August 31, 1997 have been accumulated in their appropriate classification. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and attaining profitable operations in the future. The principal stockholder has undertaken to make available adequate funds to the Company as and when required to maintain the Company as a going concern. As a result, the financial statements have been prepared in conformity with the principles applicable to a going concern. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The financial statements for the nine months ended May 31, 2001 and 2000 should be read in conjunction with the audited financial statements and notes thereto as of the year ended August 31, 2000 included in the Company's 10-KSB filed with the Securities and Exchange Commission. Certain reclassifications have been made in the financial statements of prior periods in order to make them comparable with the current financial statement presentation. 3. RELATED PARTY TRANSACTIONS The loans from shareholder are non -interest bearing and currently payable. The officers and directors represent the major shareholder. They receive no compensation from the Company's activities and the Company has reflected no expense in the statement of operations. The office of the Company is contributed by the major shareholder at no cost to the Company. 4. INCOME TAXES The Company has a loss carry-forward of approximately $940,000 available to offset future years' taxable income, most of which will expire by 2017. The company has not recorded the tax benefit of these carry-forward losses since realization is not certain. 8 PART I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations THIS ANALYSIS CONTAINS FORWARD-LOOKING COMMENTS, WHICH ARE BASED ON CURRENT INFORMATION. ACTUAL RESULTS IN THE FUTURE MAY DIFFER MATERIALLY. As discussed in the notes to financial statements the Company at present has no activity. Current management is working to establish a new direction for the Company. PART II. OTHER INFORMATION Item 1. Legal Proceedings NONE Item 2. Changes in Securities and Use of Proceeds There were 6,214,851 shares of common stock issued in payment of interest accrued on October 31, 2000 to the members of Voyager. Item 3. Defaults On Senior Securities NONE Item 4. Submission of Items to a Vote NONE Item 5. Other Information The Company's name was changed on September 18, 2000. Item 6. (a) Exhibits NONE (b) Reports on Form 8K NONE 9 SIGNATURES In accordance with the requirements of the Securities and Exchange Act Of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Combine Corp. Dated: March 18, 2002 By: /s/ Andrew K. Procter --------------------------- Andrew K. Procter Chief Financial Officer 10 -----END PRIVACY-ENHANCED MESSAGE-----