U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
(Mark One)
X Annual report under section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended November 30, 2000.
_____Transition report under section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from ____ to ____.
Commission File No: 0-31431
PIEDMONT, INC.
(Name of small business in its charter)
Utah 33-0052057
(State of Incorporation) (IRS Employer I.D. No.)
3700 Susan St., Ste. 200
Address of Principal Executive Office (street and number)
Santa Ana, California 92704
City, State and Zip Code
(Issuer's telephone number: (949) 770-2578; Fax: (603)375-6582
Securities to be registered under Section 12(b) of the Act:
Title of each class
N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
1
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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 ____
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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 revenue for its most recent fiscal year: $ -0-
State the aggregate market value of the voting stock held by non- affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked priced of such stock, as of a speci- fied date within the past 60
days (See definition of affiliate in Rule 12b-2): -0-
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
(Issuers involved in bankruptcy proceedings during the past five years) Check
whether the issuer has 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 ____
(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date: 10,093,195 as of September 30, 2000.
(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933 ("Securities Act"). The listed documents
should be clearly described for identification purposes.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
PIEDMONT, INC. (the Company) is a Utah corporation formed on June 29, 1983,
under the name of Teal Eye, Inc. Its principal place of business is located at
3700 Susan Street, Ste. 200, Santa Ana, California 92704. The Company merged
with Terzon Corporation and changed its name to Terzon Corporation in 1984.
2
It subsequently changed its name to Candy Stripers Candy Corporation. It was
engaged in the business of manufacturing and selling candy and gift items to
hospital gift shops across the country. The Company was traded over the counter
(OTCBB) for several years. It ceased the candy manufacturing operations and
filed for Chapter 11 Bankruptcy protection in 1986. After emerging from
Bankruptcy in 1993, it was dormant until September, 1997 when the Company
attempted an acquisition of Fort Stockton Oil & Gas Co., Texas. The acquisition
agreement was canceled by mutual consent in April, 1998. The Company changed
its name to Piedmont, Inc. in January, 1998.
The nature of the Company's business is the development of an on- line shopping
mall ("cybermall") on the Internet which offers a range of goods and services
for sale to consumers over the Internet. Our primary web site is
www.PiedmontCyberMall.com. We have six different retail websites which sell
toys, electronics, health and beauty, sporting goods, gifts, books, music and
videos.
Our intent is to provide value to both the end-user and to our vendors by
providing a range of goods and services in one location. We believe that our
vendors may see increased traffic from customers arriving at our web site for
the purpose of browsing for an unrelated product or service.
Item 2. Description of Property.
None.
Item 3. Legal Proceedings.
The Company is not a party to any material pending legal proceedings and, to
the best of its knowledge, no such action by or against the company has been
threatened.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the security holders of the Company
during the fourth quarter of the fiscal year which ended November 30, 2000.
Part II
Item 5. Market Price for Common Equity and Related Stockholder Matters.
(a) Market Information.
The Shares have not previously been traded on any securities exchange. There
is no common stock of the Company that is subject to outstanding options or
warrants to purchase, or securities convertible into that stock. There are
10,093,195 common shares of the Company outstanding at November 30, 2000.
(b) Holders of Common Equity.
As of November 30, 2000, there was 637 shareholders of record of the Company's
common stock.
3
(c) Dividends.
The Company has not declared or paid any dividends. The Board of Directors
presently intends to retain any earnings to finance the Company's operations
and does not expect to authorize cash dividends in the foreseeable future. Any
payment of cash dividends in the future will depend upon the Company's
earnings, capital requirements and other factors.
Item 6. Management's Discussion and Analysis or Plan of Operations.
The following discussion should be read in conjunction with the financial
statements of the Company and notes thereto contained elsewhere in this report.
Plan of Operation
Piedmont develops Internet resources to provide internet users with a
comprehensive web site where they can obtain goods and services. We are in the
process of implementing our business model and entering into contracts with
merchants who can provide the goods and services to be sold through our web
site. We launched our website www.PiedmontCyberMall.com, in July, 2000. We
currently intend to raise additional capital in the next six months, either in
the form of equity, debt, or a combination thereof. Additional funding may be
unavailable, or if it is available, the terms of such financing may be
unacceptable to us.
We expect our future revenue to be derived from several sources including: (i)
retail sales of goods to consumers; (ii) commissions or royalties paid by
strategic partners for orders received through us; (iii) advertising on our web
sites, and (iv) fees for electronic commerce services and fees paid by store
vendors featured on our web site.
We expect to hire between three to four additional employees in the next six
months, depending on demand for the products and services we offer and the
growth of our operations generally, as may be necessary to sustain growth and
to remain competitive. The nature of our business is the development of an
on-line shopping mall ("cybermall") on the Internet which offers a range of
goods and services for sale to consumers over the Internet. Our primary web
site is www.PiedmontCyberMall.com.
We have six different retail websites ("storefronts") which sell toys,
electronics, health and beauty, sporting goods, gifts, books, music and videos.
Employees
The Company's has two employees at the present time which are the
Company's officers and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the Company. We
expect to hire between three to four additional employees in the next six
months, depending on demand for the products and services we offer and the
growth of our operations generally, as may be necessary to sustain growth and
to remain competitive.
4
Item 7. Financial Statements.
See the financial statements for the year ended November 30, 2000 attached
hereto and incorporated herein by this reference.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Part III.
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers of the Company.
The following table sets forth the names and ages of all directors and
executive officers of the Company and all persons nominated or chosen to become
a director, indicating all positions and offices with the Company held by each
such person and the period during which he has served as a director:
The principal executive officers and directors of the Company are as follows:
Name/Address Age Position Term
------------------------ --- -------- ----
Vincent van den Brink 59 President/Director 1998 to Present
3700 Susan St., Ste. 200
Santa Ana, CA 92704
Rita Thomas 54 Secretary/Director 1998 to Present
3700 Susan St., Ste. 200
Santa Ana, CA 92704
Business Experience.
The following is a brief account of the business experience during at the least
the last five years of the director and executive officer, indicating his
principal occupation and employment during that period, and the names and
principal businesses of the organizations in which such occupations and
employment were carried out.
Vincent van den Brink has been President and Director of the Company since
1998. Since October 1997 to present, he has been a Financial Consultant with
Airway Capital, Costa Mesa, California, providing asset based lending,
factoring, equipment leasing, and export financing for various businesses. From
June 1985 until May 1997, he was a Business Consultant writing business plans
and business development plans for companies across the country. Since 1978 to
present, in addition to working for the above companies, he has been operating
an export business providing export consulting, export products and sourcing
products for international clients. Mr. Van den Brink is the
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Secretary/Treasurer of Theinternetcorp.net, Inc. and President of Morgan Clark
Management Co., Inc., both of which are public reporting companies. He holds a
Bachelor's degrees in automotive engineering from the Auto Technische School in
Apeldoorn, Netherlands. He is fluent in English, Dutch, German and Afrikaans.
Rita Thomas, age 54, is president of Thomas & Associates, a paralegal services
firm in Orange, California. From 1990 to present Ms. Thomas has provided legal
support services including document and information research, teaching and
litigation staff support for various legal firms. From 1985 to April, 1990, Ms.
Thomas owned and operated Select Care Products, Inc., a company offering
individual distributorship programs for pet care products. Ms. Thomas has been
a financial consultant and an independent Life and Health Insurance Agent and
Broker between 1986 and present. Between 1961 and 1989, Ms. Thomas has taught
in public school and private school from kindergarten through university level
in Louisiana, Virginia, Texas, Pennsylvania, Colorado, and California. Ms.
Thomas was Director of Paralegal Studies, Orange Coast College, California from
1989 to 1991 where she was involved in administration of student and teacher
activities and counseling of legal studies and teaching in legal and computer
classes. Ms. Thomas is the President and Director of Mill Creek Research, Inc.
and Regency Capital West, Inc., both of which are public reporting companies.
Between 1965 and 1967, Ms. Thomas received her degrees in BA Education and MEd.
from McNeese State University, Lake Charles, Louisiana where she was Director
of Childcare Center. Ms. Thomas received her juris doctorate degree in 1985
from Western State University, Fullerton, California.
Section 16(a) Compliance.
During the year ended November 30, 2000, the following persons were
officers, directors and more than ten-percent shareholders of
the Company's common stock:
Name Position Filed Reports
--------------------- ------------------- -------------
Vincent van den Brink Pres, Director, Yes
Majority Shareholder
Rita Thomas Secretary, Director Yes
Item 10. Executive Compensation.
No officer or director of the Company presently receives any remuneration.
There is no annuity, profit sharing, pension or retirement benefits proposed
to be paid to officers, directors, or employees of the Company in the event of
retirement at normal retirement date as there is no existing plan provided or
contributed to by the Company. No stock options are proposed to be paid in
the future directly or indirectly by the Company to any officer or director as
there is no such plan which presently exists.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
6
The following table sets forth information regarding the beneficial ownership
of shares of the Company's common stock as of November 30, 2000 by all
stockholders known to each company to be beneficial owners of more than 5% of
the outstanding common stock; each director; and all officers and directors of
the Company as a group (each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially owned by
them):
Title of Name and Address of Amount of Percent
Class Beneficial Owner Beneficial of
Ownership(1) class
-------- ----------------------- ------------ --------
Common Vincent van den Brink 9,757,229 96.7%
Stock 3700 Susan St., Ste 200
Santa Ana, CA 92704
Common Rita Thomas 20,000 .2%
Stock 3700 Susan St., Ste 200
Santa Ana, CA 92704
Common Shares of all 9,777,229 96.9%
Stock directors and
executive officers as a
group (2 persons)
Item 12. Certain Relationships and Related Transactions.
In June, 1999, the Company issued 1,000,000 of its common stock to its sole
Director and President, Mr. van den Brink, for $1000.
Item 13. Exhibits and Reports on Form 8-K.
(1) Financial Statements and Schedules
The following financial statements and schedules are filed as
part of this report:
Independent Auditors' Report
Balance Sheet
Statement of Operations
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
(2) List of Exhibits
The following exhibits are filed with this report.
Financial Statements.
Financial Data Schedule
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(3) Reports filed on Form 8-K.
On December 19, 2000, the Company filed a Form 8-K reporting that on November
18, 2000, Villa Nova Management Co., Inc. sold all of its shares, representing
approximately 96% of the total outstanding shares of the corporation, to Mr.
Vincent van den Brink. Mr. van den Brink was to remain in his present positions
as President and Director of the company.
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
February 14, 2001 PIEDMONT,INC.
/s/ Vincent van den Brink
-------------------------------
Vincent van den Brink, President
In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
February 14, 2001 /s/ Vincent van den Brink
-------------------------------
Vincent van den Brink, Director
[CAPTION]
INDEPENDENT AUDITORS' REPORT
Board or Directors
Piedmont, Inc.
Santa Ana, California
We have audited the balance sheet of Piedmont, Inc., formerly Candy Stripers
Candy Corporation, for the period from December 1, 2000 to December 31, 2000
and the years ended November 30, 2000 and November 30, 1999, and the related
statements of operations, stockholders' equity and cash flows for the period
from December 1, 2000 to December 31, 2000 and the years ended November 30,
2000 and November 30, 1999. 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 audit.
We conducted our audit 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 audit provides a reasonable basis
for our opinion.
8
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Piedmont, Inc. at November 30,
2000, and the results of its operations and cash flows for the period of
December 1, 1999 to December 31, 2000, and the years ended November 30, 1999
and November 30, 1998, in conformity with generally accepted
accounting principles.
/s/ Kurt D. Saliger
-------------------------------
Kurt D. Saliger, C.P.A.
(Nevada State License No. 2335)
Certified Public Accountant
Las Vegas, Nevada
February 14, 2001
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PIEDMONT, INC.
(Formerly Candy Stripers Candy Corporation)
BALANCE SHEET
Dec 1, 2000 to November 30,
Dec 31, 2000 2000 1999
-------------- ------ ------
ASSETS
CURRENT ASSETS:
Cash $ 0 $ 0 $ 0
Stock subscriptions
TOTAL CURRENT ASSETS $ 0 $ 0
OTHER ASSETS:
TOTAL ASSETS $ 0 $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 0 $ 0 $1137
Sales tax payable
Loans payable
------ ------ -----
TOTAL CURRENT LIABILITIES $ 0 $ 0 $1137
10
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
authorized 40,000,000 shares;
no shares issued
Common stock, $.001 par value,
authorized 100,000,000 issued:
November 30,1999 10,093,195 10,093
November 30,2000 10,093,195 10,093
December 31,2000 10,093,195 10,093
Additional paid-in capital 3,646,297 3,646,297 3,646,297
Accumulated loss (3,656,390) (3,656,390) (3,657,527)
TOTAL STOCKHOLDERS' EQUITY $ 0 0 (1137)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0
See accompanying notes to financial statements.
PIEDMONT, INC.
(Formerly Candy Stripers Candy Corporation)
STATEMENT OF OPERATIONS
December 1, 1999 For the year ended
to November 30,
December 31, 2000 2000 1999
----------------- ------ ------
REVENUE:
Sales $ 0 $ 1137 $ 0
11
Miscellaneous income
TOTAL REVENUE
EXPENSES:
Rent
Bank charges
Professional fees 1137 325
License and taxes
Office supplies
Telephone
Interest expense
Services rendered
TOTAL EXPENSES $ 0 ( 1137) (325)
OTHER INCOME:
Forgiveness of debt
GAIN (LOSS) BEFORE TAXES 0 0 (325)
State Tax 0 -
NET INCOME (LOSS) AFTER TAXES $ 0 $ 0 $ (325)
See accompanying notes to financial statements.
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PIEDMONT, INC.
(Formerly Candy Stripers Candy Corporation)
STATEMENT OF STOCKHOLDERS' EQUITY
Additional
Preferred Common Stock paid-in Accumulated
Stock Shares Amount capital loss
--------- ------ ------ ---------- -----------
Balance, November 30, 1997 0 23,298,985 23,299 3,625,897 (3,649,048)
December 15, 1997, issued 72,000 72
for services rendered,
at par value
December 15, 1997, issued
for fees to prepare proxy
statement and to amend
Articles of Incorporation,
at par value 76,000,000 76,000 (76,000)
December 30, 1997, reverse
stock split, 100-1 (98,377,119) (98,377) 98,377
February 6, 1998, issued
for proposed acquisition
of Fort Stockton Oil &
Gas, Inc. 8,977,229 8,977 (1,977)
June 9, 1998, issued for
services rendered 52,100 52
13
Net loss, year ended
November 30, 1998 0 (8,154)
--------- ------ ------ ---------- -----------
Balance, November 30, 1998 0 10,023,195 10,023 3,646,297 (3,657,202)
December 1, 1998, issued for
services rendered 60,000 60
August 19, 1999, issued for
services rendered 10,000 10
Net loss, year ended
November 30, 1999 0 (325)
--------- ------ ------ ---------- -----------
10,093,195 10,093 3,646,297 (3,657,527)
Net income, year ended
November 30, 2000 1,134
0 10,093,195 10,093 3,646,297 (3,656,390)
Balance, December 31, 2000 10,093,195 10,093 3,646,297 (3,656,390)
See accompanying notes to financial statements.
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[CAPTION]
PIEDMONT, INC.
(Formerly Candy Stripers Candy Corporation)
STATEMENT OF CASH FLOWS
December 1, 1999 For the year ended
to November 30,
December 31, 2000 2000 1999
----------------- ------ ------
Cash Flows from Operating Activities:
Net income (loss) 0 $ 1137 $ (325)
Stock issued for services 70
Decrease in assets
Increase (decrease) in
Liabilities 0 1137 185
Net Cash Flows from Operating
Activities - 0 (70)
Cash Flows from Investing Activities: - - -
Cash Flows from Financing Activities:
Stock subscriptions
Cancel stock 0
Net Cash Flows from Financing
Activities - -
Net increase (decrease) in cash - (1137) (70)
Cash, beginning of period 0 1137 70
Cash, end of period $ 0 $ 0 $ 0
See accompanying notes to financial statements.
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[CAPTION]
PIEDMONT, INC.
(Formerly Candy Stripers Candy Corporation)
NOTES TO FINANCIAL STATEMENTS
December 31, 2000, November 30, 2000 and November 30, 1999
NOTE 1 - HISTORY, ACCOUNTING POLICIES AND PROCEDURES
The Company was incorporated June 29, 1983 under the laws of the State of Utah
as Teal Eye, Inc. On September 7, 1984, the Company merged with Terzon Corp.
and amended its Articles of Incorporation changing the Company name to Terzon
Corp. On September 7, 1984, the Company amended its Articles of Incorporation
changing its name to Candy Stripers Candy Corporation. On January 6, 1998, the
Company amended its Articles of Incorporation changing its name to Piedmont,
Inc.
On November 24, 1997, Villa Nova Management Co., Inc., signed an acquisition
agreement with Pilaras Oil and Gas, Inc., to acquire 100% of the stock of Fort
Stockton Oil and Gas, a subsidiary of Pilaras Oil and Gas. This contract was
assigned to the Company on November 28 for common stock in the Company.
However, on April 21, 1998, the contract was cancelled by mutual consent. The
stock issued to Villa Nova Management was retained as payment in preparing
proxy statements, amending the Articles of Incorporation, and other legal
services.
On December 22, 1997, the stockholders authorized 40,000,000 shares of
preferred stock at $.001 par value, the terms and conditions of which are to be
set by the Board of Directors. As of August 31, 2000, no shares of preferred
stock had been issued.
On December 30, 1997, the Company authorized a 100-1 reverse stock split
reducing the outstanding stock by 98,377,119 shares.
The Board of Directors reaffirmed the previous issuance of 9,737,229 shares of
restricted common stock (76,000,000 shares split to 760,000 shares and
8,977,229 post split) to Villa Nova for $7,000 consisting of $2,000 for
cancelation of a corporate promissory note and $5,000 for rent. During the
year ended November 30, 1998, the Company issued 124,100 shares of common stock
for services rendered. The stock was issued at par value because the stock has
no market value and the value of the services rendered could not be determined.
During the year ended November 30, 1999, the Company issued 70,000 shares of
common stock for services rendered. The stock was issued at par value because
the stock has no market value and the value of the services rendered could not
be determined.
The nature of the Company's business is the development of websites, including
consultation and design, for the sale of retail products. The Company is
presently contracting with various companies for the resale of home gift items.
The company's website is operational.
16
The Company has adopted the following accounting policies and procedures:
1. The Company uses the accrual method of accounting.
2. Earnings (loss) per share is calculated using a weighted averaged number of
shares of common stock outstanding.
3. The Company has elected a fiscal year ending November 30th.
NOTE 2 - EMPLOYEE STOCK OPTION PLAN
On December 27, 1997, the stockholders approved setting aside 500,000 shares of
common stock for an employee stock bonus plan, the terms of which are to be
determined by the Board of Directors.
NOTE 3 - WARRANTS AND OPTIONS
There are no warrants or stock options outstanding to acquire any additional
shares of common stock of the Company,
NOTE 4 - GOING CONCERN
The Company's financial statements have been presented on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements, the Company has incurred substantial operating losses for the past
several years and has an excess of liabilities over assets at December 31,
2000. The Company's ability to continue as a going concern is contingent upon
its ability to operate profitably, to obtain additional equity investment, or
to merge with an operating company.
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