Attached files
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EX-31.2 - CHAMPION COMMUNICATION SERVICES INC | ex31-2.htm |
EX-32.2 - CHAMPION COMMUNICATION SERVICES INC | ex32-2.htm |
EX-31.1 - CHAMPION COMMUNICATION SERVICES INC | ex31-1.htm |
EX-32.1 - CHAMPION COMMUNICATION SERVICES INC | ex32-1.htm |
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
Form
10-Q
{X}
|
Quarterly
Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
for the
|
Quarter
Ended September 30, 2009
{ }
|
Transition
Report Under Section 13 or 15(d) of the Exchange Act for
the
|
transition period from
_________________________ to _____________________________
Commission
File Number 001-12565
Champion
Communication Services, Inc.
(Exact
name of small business issuer as specified in its charter)
Delaware
|
76-0448005
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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2739
Wisteria Walk
|
|
Spring,
Texas
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77388
|
(Address
of Principal Executive Offices)
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(Zip
Code)
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(281)
216-6808
(Issuer’s
Telephone Number, including area code.)
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 periods
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
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
[
] Large accelerated filer
|
[
] Accelerated filer
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[
] Non-accelerated filer
(Do
not check if a smaller reporting company0
|
[X]
Smaller reporting company
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ X ]No [ ]
As
of November 11, 2009, there were 4,665,842 shares of the registrant’s
common stock, $0.01 par value outstanding.
Champion
Communication Services, Inc.
Index
to Form 10-Q
PART I. | FINANCIAL INFORMATION | |
Item
1.
|
Financial
Statements (Unaudited)
|
|
Balance
Sheets -
|
||
September
30, 2009 and December 31, 2008 (audited)
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1
|
|
Statements
of Operations -
|
||
Three
and Nine Months Ended September 30, 2009 and 2008
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2
|
|
Statements
of Cash Flows -
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||
Three
and Nine Months Ended September 30, 2009 and 2008
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3
|
|
Notes
to Financial
Statements
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4
|
|
Item
2.
|
Management’s
Discussion and Analysis of
|
|
Financial
Condition and Results of
Operations
|
5
|
|
Item
3.
|
Controls
and Procedures
|
7
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PART II. | OTHER INFORMATION |
Item
6.
|
Exhibits
and Reports on Form 8-K
|
8
|
SIGNATURES
|
9
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CHAMPION
COMMUNICATION SERVICES, INC.
BALANCE
SHEETS
September
30, 2009 and December 31, 2008
ASSETS
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September
30,
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December
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||||||
2009
|
2008
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|||||||
(unaudited)
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||||||||
Current
Assets
|
||||||||
Cash
and cash equivalents
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$ | 188,439 | $ | 241,494 | ||||
Prepaid
expenses and other
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450 | 450 | ||||||
Total
Current Assets
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188,889 | 241,944 | ||||||
$ | 188,889 | $ | 241,944 | |||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable
|
$ | 1,209 | $ | 6,976 | ||||
Accrued
expenses
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3,094 | 3,094 | ||||||
Total
Current Liabilities
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4,303 | 10,070 | ||||||
Commitments
and Contingencies
|
- | - | ||||||
Stockholders’
Equity
|
||||||||
Preferred
stock, $0.01 par value, 1,000,000 shares authorized, none
issued
and outstanding
|
- | - | ||||||
Common
stock, $0.01 par value, 20,000,000 shares authorized,
4,665,842
shares issued and outstanding at September 30,
2009
and December 31, 2008
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46,658 | 46,658 | ||||||
Additional
paid-in capital
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2,558,591 | 2,558,591 | ||||||
Retained
deficit
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(2,420,663 | ) | (2,373,375 | ) | ||||
Total
Stockholders’ Equity
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184,586 | 231,874 | ||||||
$ | 188,889 | $ | 241,944 | |||||
1
CHAMPION COMMUNICATION SERVICES,
INC.
STATEMENTS
OF OPERATIONS
For
the Three and Nine Months Ended September 30, 2009 and
2008
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
(unaudited) | ||||||||||||||||
Revenues
|
||||||||||||||||
Dispatch
communications
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$ | - | $ | - | $ | - | $ | - | ||||||||
Total
Revenues
|
- | - | - | - | ||||||||||||
Gross
Margin
|
- | - | - | - | ||||||||||||
Depreciation
and amortization
|
- | - | 1,339 | |||||||||||||
General
and administrative expenses
|
9,199 | 20,643 | 47,898 | 111,817 | ||||||||||||
Operating
Loss
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(9,199 | ) | (20,643 | ) | (47,898 | ) | (113,156 | ) | ||||||||
Other
income (expenses):
|
||||||||||||||||
Interest
income
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15 | 1,371 | 611 | 6,276 | ||||||||||||
Interest
expense
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- | - | - | - | ||||||||||||
Loss
from continuing operations
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(9,184 | ) | (19,272 | ) | (47,287 | ) | (106,880 | ) | ||||||||
Income
(loss) before income taxes
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(9,184 | ) | (19,272 | ) | (47,287 | ) | (106,880 | ) | ||||||||
Net
income (loss)
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$ | (9,184 | ) | $ | (19,272 | ) | $ | (47,287 | ) | $ | (106,880 | ) | ||||
Weighted
average common shares outstanding
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4,665,842 | 4,665,842 | 4,665,842 | 4,665,842 | ||||||||||||
Diluted
weighted average common shares outstanding
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4,665,842 | 4,665,842 | 4,665,842 | 4,665,842 | ||||||||||||
Basic
earnings (loss) per common share
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.02 | ) | ||||
Diluted
earnings (loss) per common share
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.02 | ) |
2
CHAMPION
COMMUNICATION SERVICES, INC.
STATEMENTS
OF CASH FLOWS
For
the Three and Nine Months Ended September 30, 2009 and 2008
Three
months ended
September
30
|
Nine
months ended
September
30
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|||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
(unaudited)
|
||||||||||||||||
Cash
flows from operating activities:
Net income
(loss)
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$ | (9,184 | ) | $ | (19,272 | ) | $ | (47,288 | ) | $ | (106,880 | ) | ||||
Adjustments
to reconcile net income (loss) to
net cash used in
operating activities:
|
||||||||||||||||
Depreciation
and amortization
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- | - | 1,339 | |||||||||||||
Change
in assets and liabilities:
|
||||||||||||||||
Accounts
receivable
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- | 2,000 | 10,780 | |||||||||||||
Accounts
payable
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(11,899 | ) | (14,758 | ) | (5,767 | ) | (7,331 | ) | ||||||||
Accrued
expenses
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- | (128 | ) | (37,080 | ) | |||||||||||
Other
assets
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- | - | - | - | ||||||||||||
Net
cash used in operating activities
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(21,083 | ) | (32,158 | ) | (53,055 | ) | (139,172 | ) | ||||||||
Cash
flows from investing activities:
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||||||||||||||||
Net
cash provided by (used in) investing activities
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- | - | - | - | ||||||||||||
Cash
flows from financing activities:
|
||||||||||||||||
Net
cash used in financing activities
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- | - | - | - | ||||||||||||
Increase
(decrease) in cash and cash equivalents
|
(21,083 | ) | (32,158 | ) | (53,055 | ) | (139,172 | ) | ||||||||
Cash
and cash equivalents at beginning of period
|
209,522 | 284,871 | 241,494 | 391,885 | ||||||||||||
Cash
and cash equivalents at end of period
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$ | 188,439 | $ | 252,713 | $ | 188,439 | $ | 252,713 |
3
CHAMPION
COMMUNICATION SERVICES, INC.
NOTES
TO FINANCIAL STATEMENTS FOR THE
THREE AND
NINE MONTHS ENDED SEPTEMBER 30, 2009
(Unaudited)
1. Basis
of Presentation
The accompanying unaudited financial
statements of Champion Communication Services, Inc. (“Champion”) have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and
regulations. The financial statements for the three and nine
months ended September 30, 2009 and 2008 are unaudited and, in the opinion of
management, reflect all adjustments which are necessary for a fair statement of
the financial position, results of operations and cash flows as of and for the
interim periods. Such adjustments consist only of items of a normal
recurring nature. The results of operations for the interim periods
are not necessarily indicative of the financial position or results of
operations expected for the full fiscal year or for any other future
periods. These financial statements should be read in conjunction
with the financial statements and the notes thereto included in Champion’s
Annual Report on Form 10-K for the year ended December 31, 2008.
The differences between accounting
principles generally accepted in the United States and Canada do not have a
material impact on the accompanying financial statements. Champion
trades on the NEX Exchange in Canada and the United States Over the Counter
Bulletin Board.
2. Going
Concern
Champion’s financial statements are
prepared using generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. In May 2007, Champion
sold substantially all of its assets (the “Asset Sale”) and currently is a
reporting shell corporation. Champion’s current business plan is to
locate and combine with an existing, privately-held company that desires to
become a public corporation. While we believe that the proceeds from
the Asset Sale will enable us to continue as a going concern until a combination
is consummated, there can be no assurance that we will be able to complete a
combination prior to the depletion of our remaining assets and the cessation of
our operation as a going concern.
4
Item
2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
Forward-Looking
Information
This Quarterly Report on Form 10-Q
includes “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of
historical information provided herein are forward-looking and may contain
information about financial results, economic conditions, trends and known
uncertainties. Champion cautions the reader that actual results could
differ materially from those expected by Champion depending on the outcome of
certain factors. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. Champion undertakes no obligations to release publicly the
results of any revisions to these forward-looking statements which may be made
to reflect events or circumstances after the date hereon, including without
limitation, changes in Champion’s business strategy or planned capital
expenditures, or to reflect the occurrence of unanticipated
events. For a more detailed description of these and other cautionary
factors that may affect our future results, please refer to our Annual Report on
Form 10-K for the year ended December 31, 2008 filed with the Securities and
Exchange Commission.
Overview
In May 2007, we sold substantially
all of our operational assets (the “Asset Sale”). As a result of the
Asset Sale, Champion consists of the corporate shell and its related
assets. Our current business plan is to locate and combine with an
existing, privately-held company that desires to become a public
corporation. At this time, we can provide no assurance that we will
be able to identify potential merger candidates, or if we do, that a transaction
will be consummated. Further, in the event that Champion consummates
such a transaction, there can be no assurance that the transaction will be on
terms that are favorable to Champion or its current stockholders or that the
resulting business venture will operate successfully.
Results
of Operations – Quarters ended September 30, 2009 and 2008
We had no revenues for the quarters
ended September 30, 2009 and 2008. All revenues ceased with the Asset
Sale, which was effective May 1, 2007.
Correspondingly, there were no costs
and expenses for the quarters ended September 30, 2009 and 2008.
General and administrative expenses
decreased to $9,000 for the quarter ended September 30, 2009, from $48,000 for
the quarter ended September 30, 2008. These expenses reflect minimal
costs required to maintain the corporate shell and include legal, accounting,
and filing-related costs and the decrease reflects termination of our office
lease and staff.
Interest income for the quarter
ended September 30, 2009 was none compared to $1,000 for the quarter ended
September 30, 2008. Interest income in 2008 was earned on remaining funds of the
company.
5
We
reported a net loss of $9,000 for the third quarter 2009, compared to a net loss
of $19,000 for the same quarter of 2008.
Results
of Operations – Nine months ended September 30, 2009 and 2008
We had no revenues for the nine
months ended September 30, 2009 and 2008. All revenues ceased with
the Asset Sale, which was effective May 1, 2007.
Correspondingly, there were no costs
and expenses for the nine month period ended September 30, 2009,and
2008.
General and administrative expenses
decreased from $21,000 for the nine months ended September 30, 2008, to $9,000
for the nine months ended September 30, 2009. These expenses reflect
the minimal costs required to maintain the corporate shell and include legal,
accounting, and filing-related costs.
There was no depreciation and
amortization expense for the nine month period ended September 30, 2009 compared
to $1,000 for the same nine month period of 2008. All computer and
office equipment was abandoned in the first half of 2008.
Net interest income for the nine
month period ended September 30, 2009 was less than $1,000, compared to $6,000
for the nine month period ended September 30, 2008. Interest income decreased
due to lower interest rates and the reduction of cash on hand.
We reported a net loss of $47,000
for the nine months ended September 30, 2009, compared to a net loss of $107,000
for the nine months ended September 30, 2008.
Financial
Condition and Liquidity
We had $188,000 in cash and cash
equivalents at September 30, 2009, compared to $241,000 at December 31,
2008. Our working capital at September 30, 2009 was $185,000,
compared to $242,000 at December 31, 2008.
Cash used in operating activities
was $55,000 for the first nine months of 2009, compared to $139,000 used for the
same period of 2008.
No cash was provided by investing
activities for the nine months ended September 30, 2009 and 2008.
No cash was used in financing
activities for the nine months ended September 30, 2009 and 2008.
6
Summary
of Critical Accounting Policies
(a)
|
Communications
Equipment and Related Assets
|
Communications
equipment and related assets were recorded at
cost. Depreciation was computed on a straight-line basis over
the estimated useful lives of the assets ranging from two to five years
for other fixed assets and five to ten years for base station and related
equipment.
|
|
(b)
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Other
Assets
|
Fees
associated with obtaining Federal Communication Commission licenses for
450-470 MHz, 470-512 MHz and 800 MHz were capitalized as part of the cost
of the licenses. Our licenses were amortized under the
straight-line method for five- ten
years.
|
Item
3. CONTROLS
AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our Chief Executive Officer and our
Chief Financial Officer have evaluated the effectiveness of our disclosure
controls and procedures as of September 30, 2009, and have concluded that as of
that date, our disclosure controls and procedures were effective to provide
reasonable assurance that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized, and reported within the time
periods specified by the SEC, and that material information relating to Champion
is made known to management, including the Chief Executive Officer and Chief
Financial Officer, particularly during the period when our periodic reports are
being prepared.
Changes
in Internal Controls
Based on the evaluation noted above,
there were no material changes to our internal controls during the nine months
ended September 30, 2009 that materially affected, or are reasonably likely to
affect, Champion's internal control over financial reporting.
7
PART
II. OTHER
INFORMATION
Item
6. EXHIBITS
AND REPORTS ON FORM 8-K
(a)
|
Exhibits.
|
31.1
|
Certification
of Principal Executive Officer pursuant to Rule
13a-14(a)/15d-14(a).
|
31.2
|
Certification
of Principal Financial Officer pursuant to Rule
13a-14(a)/15d-14(a).
|
32.1
|
Certification
of Principal Executive Officer relating to Periodic Financial Report
Pursuant to18 U.S.C. Section 1350.
|
32.2
|
Certification
of Principal Financial Officer relating to Periodic Financial Report
Pursuant to18 U.S.C. Section 1350.
|
8
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, thereto duly
authorized.
CHAMPION
COMMUNICATION SERVICES, INC.
|
|
By: /s/ Albert F.
Richmond
|
|
Albert
F. Richmond,
|
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Chairman,
Chief Executive Officer and President
|
|
By: /s/ Pamela R. Cooper
|
|
Pamela
R. Cooper
|
|
Chief
Financial Officer, Treasurer and
Controller
|
Date: November
11, 2009
9