(Mark One) | |
[X] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES |
EXCHANGE ACT OF 1934 | |
For the quarterly period ended September 30, 2002 | |
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT | |
For the transition period from to |
333-62786 |
(Commission file number) |
Canadian Rockport Homes International, Inc. |
(Exact name of small business issuer as specified in its charter) |
Delaware |
(State or other jurisdiction |
of incorporation or organization) |
98-0354610 |
(IRS Employer |
Identification No.) |
700 W. Pender Street, Suite 507 |
Vancouver, BC Canada V6C 1G8 |
(Address of principal executive offices) |
(604) 669-1081 |
(Issuer's telephone number) |
(Former name, former address and former fiscal year, if changed since last report) |
[X]
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.
The number of shares outstanding of each of the issuer's classes of common equity as of September 30, 2002 was 15,345,344 shares of common stock
Page | ||
Number | ||
PART I. | FINANCIAL INFORMATION | |
Item 1. | Financial Statements | |
Accountant's review report | 3 | |
Balance Sheets | 4 | |
Statements of Operations | 6 | |
For the three-months and nine-months ended | ||
September 30, 2001and 2002 and from the Company's | ||
inception (March 27, 1997) through September 30, 2002 | ||
Statement of Cash Flows | 7 | |
For the three-months and nine-months ended | ||
September 30, 2001and 2002 and from the Company's | ||
inception (March 27, 1997) through September 30, 2002 | ||
Notes to Financial Statements | 9 | |
Item 2. | Management's Discussion and Analysis of Financial Condition | |
and Results of Operations | 10 | |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 13 |
Part II. | OTHER INFORMATION | |
Item 1. | Legal Proceedings | 14 |
Item 2. | Change in Securities and Use of Proceeds | 14 |
Item 3. | Defaults Upon Senior Securities | 14 |
Item 4. | Submission of Matters to a Vote of Security Holders | 14 |
Item 5. | Other Information | 14 |
Item 6. | Exhibits and Reports on Form 8-K | 14 |
SIGNATURES | 15 |
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
To the Board of Directors |
Canadian Rockport Homes International, Inc. |
We have reviewed the accompanying balance sheet of Canadian Rockport Homes International, Inc. (a development stage company) as of September 30, 2002, and the related statements of operations and cash flows for the three-month and nine-month periods ended September 30, 2001 and 2002 and from the Companys inception (March 27, 1997) through September 30, 2002. These financial statements are the responsibility of the Companys management.
We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to the financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles.
s/ Jonathon P. Reuben CPA |
Jonathon P. Reuben, |
Certified Public Accountant |
November 14, 2002 |
Canadian Rockport Homes International, Inc. |
(A Development Stage Company) |
CONSOLIDATED BALANCE SHEETS
December 31, 2001 | September 30, 2002 | |||
(Unaudited) | ||||
Assets | ||||
Current Assets | ||||
Cash and cash equivalents | $ | 223,823 | $ | 28,024 |
Loan receivable - officer | - | 2,604 | ||
Prepaid expenses | 500 | 1,272 | ||
Total current assets | 224,323 | 31,900 | ||
Property and Equipment | ||||
Land | - | 400,000 | ||
Trucks | 23,561 | 23,749 | ||
Furniture and equipment | 132,395 | 154,829 | ||
155,956 | 578,578 | |||
Less accumulated depreciation | (37,137) | (66,713) | ||
118,819 | 511,865 | |||
Construction in progress | 486,667 | 631,251 | ||
Total property and equipment - net | 605,486 | 1,143,116 | ||
Other Assets | ||||
Capitalized website costs | ||||
(net accumulated amortization) | 2,902 | 1,505 | ||
Deferred lease expense | 59,469 | 23,788 | ||
Goodwill | - | 30,000 | ||
Patent and intellectual properties | ||||
(net accumulated amortization) | 10,981 | 10,585 | ||
Total other assets | 73,352 | 65,878 | ||
Total Assets | $ 903,161 | $ 1,240,894 |
Canadian Rockport Homes International, Inc. |
(A Development Stage Company) |
CONSOLIDATED BALANCE SHEETS
December 31, 2001 | September 30, 2002 | |||
(Unaudited) | ||||
Liabilities and Stockholders' Equity (Deficit) | ||||
Current Liabilities | ||||
Rent payable | $ | 33,609 | $ | 190,093 |
Legal fees payable | 29,890 | 66,780 | ||
Accounts payable | 21,970 | 66,082 | ||
Payroll taxes payable | 4,030 | - | ||
Franchise taxes payable | 100 | 150 | ||
Loans payable - officer | 1,396 | - | ||
Loans payable - other | - | 15,612 | ||
Current portion - note payable | - | 72,305 | ||
Total Current Liabilities | 90,995 | 411,022 | ||
Long-term Debt | - | 2,150 | ||
Stockholders' Equity | ||||
Common stock, $.001 par value; authorized | ||||
100,000,000 shares; issued and outstanding | ||||
15,050,065 shares as of December 31, 2001, | ||||
and 15,345,344 shares as of September 30, 2002 | 15,050 | 15,345 | ||
Additional paid-in capital | 2,235,314 | 3,577,301 | ||
Deficit accumulated during development stage | (1,438,632) | (2,770,377) | ||
Other comprehensive income | 434 | 5,453 | ||
Total Stockholders' Equity | 812,166 | 827,722 | ||
Total Liabilities and Stockholders' Equity | $ 903,161 | $ 1,240,894 |
Canadian Rockport Homes International, Inc. |
(A Development Stage Company) |
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
From Inception | ||||||||||
(March 27, 1997) | ||||||||||
For the Three Months Ended | For the Six Months Ended | Through | ||||||||
September 30, | September 30, | September 30, | ||||||||
2001 | 2002 | 2001 | 2002 | 2002 | ||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||
Sales | $ | - | $ | - | $ | - | $ | 141,523 | $ | 141,523 |
Cost of goods sold | - | (450,000) | (450,000) | |||||||
- | (308,477) | (308,477) | ||||||||
Operating Expenses | (316,586) | (353,871) | $ (790,578) | $ (974,687) | $ (2,416,997) | |||||
Loss from Operations | (316,586) | (353,871) | (790,578) | $ | (1,283,164) | $ | (2,725,474) | |||
Other Income (Expenses) | ||||||||||
Loss on sale of building | - | (30,160) | - | (30,160) | (30,160) | |||||
Interest income | 896 | 106 | 3,645 | 349 | 4,027 | |||||
Interest expense | - | (18,218) | - | (18,770) | (18,770) | |||||
(296,729) | (818,913) | (471,243) | (1,119,711) | (2,558,343) | ||||||
Net Loss | $ (315,690) | $ (402,143) | $ (786,933) | $ (1,331,745) | $ (2,770,377) | |||||
Basic Loss Per Share | $ (0.02) | $ (0.03) | $ (0.05) | $ (0.09) | ||||||
Weighted Average | ||||||||||
Common Shares Outstanding | 14,962,796 | 15,315,167 | 14,587,794 | 15,182,923 |
Canadian Rockport Homes International, Inc. |
(A Development Stage Company) |
CONSOLIDATED STATEMENTS OF CASH FLOWS
From Inception | ||||||||||
(March 27, 1997) | ||||||||||
For the Three Months Ended | For the Nine Months Ended | Through | ||||||||
September 30, | September 30, | September 30, | ||||||||
2001 | 2002 | 2001 | 2002 | 2002 | ||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||
Cash Flows from Operating Activities | ||||||||||
Net Loss | $ | (315,690) | $ | (420,143) | $ | (786,933) | $ | (1,331,745) | $ | (2,770,377) |
Adjustments to reconcile net loss to net | ||||||||||
cash provided by operating activities: | ||||||||||
Issuance of common stock for assets | ||||||||||
sold during period | - | 120,000 | - | 570,000 | 570,000 | |||||
Issuance of common stock for services | - | - | - | - | 13,500 | |||||
Issuance of common stock | ||||||||||
in Company's organization | - | - | - | - | 1,000 | |||||
Depreciation and amortization | 12,027 | 10,075 | 23,541 | 30,987 | 72,354 | |||||
(Increase) Decrease in Assets | ||||||||||
Increase (decrease) in receivables | - | 33,750 | - | - | - | |||||
Increase (decrease) in inventories | - | - | - | - | - | |||||
(Increase) decrease in prepaid expenses | ||||||||||
and other assets | 11,894 | 16,649 | (68,424) | 34,899 | (25,162) | |||||
Increase (Decrease) in Liabilities | ||||||||||
Increase (decrease) in | ||||||||||
trade and other payables | 19,434 | 122,943 | 32,517 | 252,161 | 308,236 | |||||
Net cash used in operating activities | (272,335) | (98,726) | (799,299) | (443,698) | (1,830,449) | |||||
Cash Flows from Investing Activities | ||||||||||
Acquisition of equipment and | ||||||||||
other property | (3,115) | (31,336) | (370,404) | (163,846) | (616,843) | |||||
Net cash provided (used) | ||||||||||
in investing activities | (3,115) | (31,336) | (370,404) | (163,846) | (616,843) | |||||
Cash Flows from Financing Activities | ||||||||||
Gross proceeds from stock offerings | - | 133,821 | 858,629 | 352,282 | 2,547,853 | |||||
Costs incurred in stock offerings | (35,791) | - | (122,918) | - | (185,569) | |||||
Advances from officer | 13,148 | 11,185 | 50,542 | 49,370 | 73,513 | |||||
Proceeds from loans | - | - | - | 281,878 | 356,278 | |||||
Principal debt reduction | - | (255) | - | (255) | (255) | |||||
Repayments to officer | (10,243) | (13,080) | (53,246) | (53,185) | (77,504) | |||||
Repayments on loans made to third parties | - | - | (211,704) | (211,704) | ||||||
Purchase of treasury stock | - | - | - | (10,000) | (35,000) | |||||
Net cash provided by financing activities (32,886) | 131,671 | 733,007 | 408,386 | 2,467,612 | ||||||
Effect of exchange rates on cash | (1,439) | 208 | (92) | 3,359 | 7,704 | |||||
Net Increase (Decrease) in Cash | ||||||||||
Cash Equivalents | (309,775) | 1,817 | (436,788) | (195,799) | 28,024 | |||||
Beginning Balance - Cash Equivalents | 397,026 | 26,207 | 524,039 | 223,823 | - | |||||
Ending Balance - Cash Equivalents | $ 87,251 | $ 28,024 | $ 87,251 | $ 28,024 | $ 28,024 |
Canadian Rockport Homes International, Inc. |
(A Development Stage Company) |
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplemental Information:
Cash Paid For: | |||||
From Inception | |||||
(March 27, 1997) | |||||
For the Three Months Ended | For the Six Months Ended | Through | |||
September 30, | September 30, | September 30, | |||
2001 | 2002 | 2001 | 2002 | 2002 | |
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
Interest Expenses | $ - | $ 138 | $ - | $ 690 | $ 690 |
Income Taxes | $ - | $ - | $ - | $ - | $ - |
Canadian Rockport Homes International, Inc. |
(a Development Stage Company) |
NOTES TO FINANCIAL STATEMENTS |
Note 1.
In the opinion of the Companys management, the accompanying unaudited financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position of the Company as of September 30, 2002, and the results of its operations and cash flows for the three-month and nine-month periods ended September 30, 2001 and 2002. The operating results of the Company on a quarterly basis may not be indicative of operating results for the full year.
Note 2.
In April 2002, the Company borrowed $54,562 from two shareholders. The loans are evidenced by two promissory notes. The terms of the notes were modified in October 2002. Under the terms of the amended promissory notes, the loans are assessed interest at an annual rate of 8% and the Company is required to issue 5,000 shares of its common stock to each of the lenders. The face amount of the loan, accrued interest and the lean operations and $486,438 was incurred in the Companys Canadian operations. Of the $790,578 incurred in 2001, $418,939 relates to the Companys Chilean operations and $371,639 was incurred in the Companys Canadian operations.
The Company incurred interest expense of $18,770 during the nine-month period ended September 30, 2002, the majority of which relates to interest accrued on a $54,562 demand loan borrowed from the two shareholders (see note 2 to the financial statements).
Chilean Operations
During the nine-months ended September 30, 2002, the Company incurred $317,355 in the rental of its Chilean plant as compared to $210,885 for the same period last year. Rent on an apartment maintained by the Company amounted to $8,007 for the nine months ended September 30, 2002 as compared to $8,801 incurred during the same period in 2001. Compensation and related expenses incurred during the nine months ended September 30, 2002 amounted to $77,448 as compared to $51,072, which was incurred during the same nine-month period in 2001. During the nine months ended September 30, 2002 the Company incurred $14,403 in legal and accounting fees as compared to $11,010 incurred during the same nine-month period in the prior year. Depreciation expense on the Companys Chilean assets during the nine-month period ended September 30, 2002 amounted to $13,267 as compared to $7,623 incurred during the nine-months ended September 30, 2001. Travel expenses incurred during the nine-month period ended September 30, 2002 a mounted to $20,647 as compared to $85,652 incurred in the same nine-month period in the previous year.
The major difference in the expenses incurred in 2002 over 2001 is that the Chilean plant was leased in April 2001, therefore, expenses reflected for 2001 were incurred over a five-month period as compared to a nine-month period for 2002. Travel expenses in 2001 were higher than in 2002 due to the number of trips to Chili required in the opening of the plant.
Canadian Rockport Homes International, Inc.
Canadian Operations
Salaries and related costs for the nine-month period ended September 30, 2002 amounted to $178,854 as compared to $197,777 during the same period last year. Consulting fees during the nine-months ended September 30, 2002 amounted to $62,676 as compared to $48,037 for the same period last year. Rent expense for the nine-months ended September 30, 2002 amounted to $45,156 as compared to $27,845 for the nine-month period ended September 30, 2001. The increase in rent in 2002 relates to the Companys leasing of an additional office space. Advertising and promotion for the nine months period ended September 30, 2002 amounted to $15,763 as compared to $6,538 for the same period last year. Legal and accounting fees charged to operations for the nine months ended September 30, 2002 amounted to $96,023 as compared to $10,849 for the same period last year. Depreciation expense for the nine-months ended September 30, 2002 amounted to $16,402 as compared to $15,145 in last year's same nine month period. Telephon e expense for the nine months ended September 30, 2002 amounted to $10,654 as compared to $8,901 for the same period last year. Office expense for the nine months ended September 30, 2002 amounted to $11,456 as compared to $14,009 for the same period last year.
Results of Operations for the Three Months Ended September 30, 2002 and 2001
General and administration costs were $353,871 and $316,586, respectively, for the three-month periods ended September 30, 2002 and 2001.
Of the $353,871 incurred during 2002, $175,498 was incurred in the Companys Chilean operations. The remaining $178,373 pertains to costs incurred in operating its Canadian offices and general administration. Of the $316,586 incurred during the three-months ended September 30, 2001, $192,838 was incurred in the Companys Chilean operations, and $123,748 was incurred in the Companys Canadian operations.
Chilean Operations
During the three-months ended September 30, 2002, the Company incurred $108,540 in the rental of its Chilean plant as compared to $105,785 for the same period last year. Rent on an apartment maintained by the Company amounted to $2,756 for the three months ended September 30, 2002 as compared to $3,300 incurred during the quarter ended September 30, 2001. Compensation and related expenses incurred during the three months ended September 30, 2002 amounted to $35,019 as compared to $27,515, which was incurred during the same three-month period in 2001. During the three months ended September 30, 2002 the Company incurred $35,019 in legal and accounting fees as compared to $11,010 incurred during the same three-month period in the prior year. Depreciation expense on the Companys Chilean assets during the three-month period ended September 30, 2002 amounted to $4,422 as compared to $2,594 incurred during the three-months ended September 30, 2001. Travel expenses incurred during the three-month period ended September 30, 2002 amounted to $4,703 as compared to $27,073 incurred in the same three-month period in the previous year.
Canadian Rockport Homes International, Inc.
Canadian Operations
Salaries and related costs for the three-month period ended September 30, 2002 amounted to $72,560 as compared to $60,149 during the same period last year. Consulting fees during the three-months ended September 30, 2002 amounted to $23,658 as compared to $11,524 for the same period last year. Rent expense for the three-months ended September 30, 2002 amounted to $17,593 as compared to $9,452 for the three-month period ended September 30, 2001. During 2002, the Company leased an additional office, thus explaining the increase. Advertising and promotion for the three months period ended September 30, 2002 amounted to $2,172 as compared to $3,528 for the same period last year. Legal and accounting fees charged to operations for the three months ended September 30, 2002 amounted to $38,120 as compared to $6,293 for the same period last year. Depreciation expense for the three-months ended September 30, 2002 amounted to $5,077 as compared to $9,302 in last year's same three month period. Telephone expense for the three months ended September 30, 2002 amounted to $3,486 as compared to $4,082 for the same period last year. Office expense for the three months ended September 30, 2002 amounted to $3,200 as compared to $3,430 for the same period last year.
Changes in Expenses Due to Fluctuations in Currency exchange rates
The Company pays the majority of its Chilean expenditures in Chilean Pesos and Canadian expenditures in Canadian dollars. However, the Company uses the U.S. Dollar as its functioning currency. Therefore the expenses incurred in each period will fluctuate due to the conversion rate in effect between the Peso, Canadian dollar and the U.S. Dollar. (see item 3 below).
LIQUIDITY AND CAPITAL RESOURCES FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2002 AS COMPARED TO NINE-MONTHS ENDED SEPTEMBER 30, 2001
During the nine-month period ended September 30, 2002, the Company received net proceeds of $915,242, of which $352,282 was received through the sale of 95,279 shares of the Companys common stock, $141,523 was received from the sale of timber, $89,840 was received from the sale of the truss plant, $54,562 from shareholders loans, $349 in interest, and $49,370 was received from its Chief Executive Officer, Dr. Malone, In addition, the Company received $227,316 towards obligations incurred by MDC prior to the acquisition. Of the amount received, $675,410 was used in the Companys operations. In addition, $163,846 was used in the construction of its Chilean plant and for the purchase of other equipment, $10,000 was paid to a stockholder in exchange for the receipt and subsequent cancellation of 5,000 shares of its common stock, $255 reduction in the principal balance due on the purchase of computer equipment, $53,185 was advanced to the Companys President, and $211,704 was paid on obligat ions of MDC. The cash balance as of September 30, 2002 was $28024.
During the nine-month period ended September 30, 2001, the Company received net proceeds of $909,171, of which $858,629 was received through the sale of its common stock and $50,542 was received from its Chief Executive Officer, Dr. Malone. Of the amount received, $799,299 was used in the Companys operations, $326,715 was used in the construction of molds and acquisition of other property located in Chile, $43,689 was used in the acquisition of equipment and other property for the Company's Canadian operations, $122,918 was used in legal and accounting fees incurred in the preparation of its offering documents, and $53,246 was repaid to Dr. Malone. The balance of cash and cash equivalents as of September 30, 2001 was $87,251.
The Company continues in its completion of its mold necessary to commence production and is in ongoing contract negotiations for the production and sale of its modular homes; however, it does not have sufficient cash reserves necessary to meet its current monthly obligations. Management has extended the expiration date of the Companys public offering, and is in negotiations to obtain additional financing. Management is hopeful that a contract or financing will be obtained shortly which will allow the Company to continue on an on-going basis.
Canadian Rockport Homes International, Inc.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company may be subject to market risk in the form of interest rate risk and foreign currency risk. The Company is a development stage company with limited operations to date, and neither interest rate nor foreign currency has had a material impact on such operations.
The company's exposure to interest rate changes primarily may be as related to long-term debt used to fund future property acquisitions. Management's objective is to limit any impact of interest rate changes and may include any borrowing to be negotiated at fixed rates. Although interest rate changes have had no material affect on operations to date, management must continually evaluate such rates as manufacturing operations commence, corporate profitability is achieved, and expansion is being considered. The company may also establish lines of credit through traditional banking venues to insure liquidity during future periods of growth, and may consider fixed or variable rate bank lines consistent with any fluctuation of interest rates at the time of such growth.
The company's exposure to foreign currency exchange requires continuing management attention to the stability of the countries in which operations may be planned, as well as trade relations between the selected country(s) and Canada. Both trade relations and stability as pursuant to planned operations in Chile are currently favorable. The Company will continue to comprehensively evaluate conditions in countries where operations are in place and where future operations are planned, and will take any measures feasible at the time to minimize foreign currency risk. Such measures may include, but are not limited to; a reduction in operations or relocating a portion of operations to a more favorable environment.
Canadian Rockport Homes International, Inc.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Change in Securities and Use of Proceeds
During the third quarter of 2002, the Company issued a total of 56,644 of its common stock in exchange for $133,821. These shares are part of the companys registered offering.
Item 3. | Defaults Upon Senior Securities |
None | |
Item 4. | Submission of Matters to a Vote of Security Holders |
Not applicable | |
Item 5. | Other Information |
None |
Item 6. Exhibits and Reports on Form 8-K
Exhibits
No changes have occurred, therefore Canadian Rockport Homes International incorporates by reference the exhibits 3 (a) Articles of Incorporation and 3 (b) Bylaws filed with its registration statement on Form S-1 (Number 333-62786) as amended, filed October 30, 2001.
Canadian Rockport Homes International includes herewith the following exhibit:
99.1 | Certification of Chief Executive Officer and Principal Accounting Officer of Canadian |
Rockport Homes International, Inc. pursuant to 18 U.S.C. Section 1350, as adopted | |
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Reports on Form 8-K
No filings were made during the period covered by this report.
Canadian Rockport Homes International, Inc.
SIGNATURES
Pursuant to the requirements 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.
Canadian Rockport Homes International, Inc. |
By: /s/ William Malone |
William Malone, Chief Executive Officer and Director |
Date: November 14, 2002