Attached files
file | filename |
---|---|
EX-26.3 - Corbridge Group, Inc. | opin1.htm |
EX-26.2 - Corbridge Group, Inc. | bylaws.htm |
EX-26.1 - Corbridge Group, Inc. | corp.htm |
EX-26.4 - Corbridge Group, Inc. | consentw1.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT NO.2 TO FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CORBRIDGE GROUP, INC.
(Name of small
business issuer in its charter)
Texas | 1731 & 4899 | 90-0337236 | ||
(State or
other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial Classification
Code) |
(I.R.S. Employer Identification
No.) |
11811 North
Freeway, Suite 500
Houston, TX
77060-3287
(832) 225-1375
(Address
and telephone number of principal executive offices)
Charles R. Shirley
11811 North
Freeway, Suite 500
Houston, TX
77060-3287
(832) 225-1375
(Name,
address and telephone number of agent for service)
Copies of communications to:
Matthew C. McMurdo,
Esq.
Nannarone &
McMurdo, LLP
501 Madison
Avenue, Suite 501
New York, NY
10022-5625
Telephone: (646)
300-6167
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after the registration statement becomes effective.
If any of the
securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. x
If this Form
is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following
blocks and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. o
If
this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. o
If this Form
is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. o
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 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 | [___] | |
Non-accelerated
filer
(Do not check if a smaller reporting company) |
[___] | Smaller reporting company | [_X_] |
CALCULATION OF REGISTRATION FEE
Title
of Each Class Of
Securities To Be Registered |
Amount To Be
Registered |
Proposed Maximum
Offering Price Per Share (1) |
Proposed Maximum
Aggregate Offering Price (1) |
Amount of
Registration Fee |
|||||||||
Common stock,
$0.0001 par value per share |
10,000,000 | $ | 0.15 | $ | 1,500, 000 | $ | 83.70 |
(1) Fee calculated in accordance with Rule 457(c) of the Securities Act of 1933. The Proposed Maximum Offering Price was used for calculating the registration fee.
The registrant
hereby amends this Registration Statement on the date or dates as may
be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on the date as the Commission, acting pursuant
to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. The
Registrant may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell securities, and we are not soliciting
an offer to buy these securities, in any state where the offer or sale
is not permitted.
Prospectus
Subject to completion February 10, 2010
10,000,000 Shares
CORBRIDGE
GROUP, INC.
Shares of Class
A Common Stock
Corbridge Group,
Inc. (Corbridge) is offering a maximum of 10,000,000 shares of
our Class A common stock at $0.15 per share, in a best effort,
direct public offering (the Offering). The Offering will terminate
within 90 days from the date of this prospectus. At our sole discretion,
we may extend the Offering for up to an additional 90 days. There are
no minimum purchase requirements for each investor.
Corbridge intends
to establish a public market for the shares being offered herein by
listing on the OTC Bulletin Board. Once Corbridge is able to meet the
requirements for listing on the American Stock Exchange, it fully intends
to become listed on such exchange. However, there is no guaranty
or certainty that Corbridge will ever meet such requirements.
The shares
being offered are highly speculative and they involve a high degree
of risk and should be considered only by persons who can afford the
loss of their entire investment. See "Risk Factors" beginning
on page 4.
Price to Public | Underwriting Discounts
and Commissions(1) |
Proceeds to
Company(2) |
|||||||||
Per Share | $ | 0.15 | $ | 0.00 | $ | 0.15 | |||||
10,000,000 Shares | |||||||||||
Total Maximum | $ | 1,500,000 | $ | 0.00 | $ | 1,500,000 |
(1) Our shares in the Offering will be sold through the efforts of our officers and directors for no compensation. There are no underwriting commissions involved in the Offering; however, we may pay selling commissions of up to 10% to any broker, dealer, finder or agent who assists us in the Offering.
(2) The proceeds to us are shown before deduction for legal, accounting, printing and other expenses estimated at 1% of the Offering.
Neither
the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is February 10, 2010
TABLE OF CONTENTS | |
PROSPECTUS SUMMARY | 5 |
RISK FACTORS | 7 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | 8 |
USE OF PROCEEDS | 9 |
DETERMINATION OF OFFERING PRICE | 9 |
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES | 10 |
PLAN OF DISTRIBUTION | 11 |
BUSINESS | 14 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS | 16 |
DESCRIPTION OF PROPERTY | 16 |
LEGAL PROCEEDINGS | 16 |
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS | 17 |
EXECUTIVE COMPENSATION | 18 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 19 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 19 |
DESCRIPTION OF SECURITIES | 20 |
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS | 21 |
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES | 21 |
LEGAL MATTERS | 21 |
EXPERTS | 21 |
WHERE YOU CAN FIND MORE INFORMATION | 22 |
FINANCIAL STATEMENTS | 22 |
4
The prospectus
summary contains a summary of information contained elsewhere in this
prospectus. You should carefully read all information in the prospectus,
including the financial statements and the notes to the financial statements
under the Financial Statements section beginning on page F-1 prior to
making an investment decision.
Corbridge
Group, Inc.
Corbridge Group,
Inc. was incorporated in Texas on March 11, 2005. Corbridge was
originally established as Mesa Resort Development Corporation (Mesa).
On April 3, 2007, Mesa changed its name to Travana Networks Inc. We
then changed our name to Corbridge Group, Inc. on May 6, 2009.
Our principal
executive offices are located at 11811 North Freeway, Suite 500, Houston,
Texas 77060-3287, our telephone number is (832) 225-1372, and our fax
number is (832) 201-0892.
Corbridge Group,
Inc., through its wholly-owned subsidiaries, EIT Telecom, Inc. (EIT),
Pedernales River Capital Holdings, Inc. (Pedernales) and Corbridge
Communications, Inc. (collectively referred to herein as Corbridge,
Company, we, us, or our), is a communications
company providing telecommunications services to regulated and unregulated
telephone and cable companies, managed IP network solutions to the small
and medium sized businesses market (the SBM), as well as wireless
telephone service to rural Alaskan citizens. Network solutions and services
include voice over internet protocol (VOIP), web hosting, data
storage, co-location and security services to protect mission critical
applications and data for enterprises and governments throughout North
America. Through our acquisition of EIT, a Delaware corporation formerly
located in Sanford, Florida, Corbridge offers a unique blend of cost
effective communications/IT products, services and solutions deliverable
anywhere in North America. EIT has been in business and generating
revenues since 1994.
EIT is engaged
in providing engineering, furnishing, and installation services to major
telecommunications equipment manufacturing companies and service providers.
EIT has a business relationship with Nokia Siemens Networks, B.V. (NSN),
one of the largest telecommunications equipment manufacturers in the
world. NSN is a 50/50 joint venture between Nokia Corporation
and Siemens AG. EIT installs NSNs electronic world switch digital,
a medium to high capacity telephone switch. NSNs customer base
for these products include, Verizon, BellSouth, AT&T, Sprint and
the majority of the other independent operating companies (IOCs)
and local exchange carriers (LECs). EIT is also an approved
installation vendor of Verizon, Sprint, Frontier Communications Corp.,
FairPoint Communications, Inc., and CenturyTel, Inc. Furthermore,
EIT sells and installs next generation 48 volt power plants to its client
base as well as other telephone switching equipment boxes from other
suppliers.
The Offering | |
Common Stock Offered: | 700,10,000,000 Shares (maximum offering) |
Common Stock Outstanding Prior to the Offering: | 136,659,987 Shares |
Common Stock Outstanding After the Offering: | 146,659,987 Shares |
Term of the Offering: | 90 days from the date of this prospectus, unless extended for up to an additional 90 days at our sole discretion. |
Public Trading Market for Securities Offered: | OTC Bulletin Board. |
Use Use of Proceeds: | We will use the net proceeds, after expenses, estimated at between $1,470,000 and $1,485,000, to fund the parents and its subsidiaries future corporate acquisitions, capital equipment expenditures and general working capital requirements. |
Ris Risk Factors: | An investment in the Shares involves substantial risks. You should not consider purchase of the Shares unless you can afford to lose your entire investment. See Risk Factors. |
This financial summary does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision.
We derived
the summary financial information from our financial statements appearing
in the section in this prospectus entitled "Financial Statements."
You should read this summary financial information in conjunction with
the section entitled "Management's Discussion and Analysis,"
our financial statements and related notes to the financial statements.
Statement
of Operations Information:
|
|
Year ended June
30, |
|
|
| |
|
2006 |
|
2007 |
|
2008 |
|
2009 |
|
Revenues |
|
$ |
3,361,099 |
|
$ |
2,350,264 |
|
$ |
3,574,290 |
|
$ |
1,662,701 |
| Expenses |
|
|
3,426,852 |
|
|
4,285,051 |
|
|
5,841,802 |
|
|
2,217,185 |
| Profit
(Loss) before income taxes |
|
|
(65,753) |
|
|
(1,934,787) |
|
|
(2,267,511) |
|
|
(554,484) |
| Income Taxes |
|
|
(215) |
|
|
0.00 |
|
|
0.00 |
|
|
0.00 |
| Net
Profit (loss) |
|
$ |
(65,698) |
|
$ |
(1,934,787) |
|
$ |
(2,267,511) |
|
$ |
(554,484) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Balance Sheet
Information:
June 30,
2008 |
June 30,
2009 | |||||
Total Assets | $ | 1,022,914 | $ 886,399 | |||
Total Liabilities | $ | 1,712,181 | $ 1,371,291 | |||
Working Capital | $ | (689,267) | $ (484,892) | |||
Common stock and paid in capital | $ | 3,249,288 | $ 3,748,052 | |||
Total stockholders' equity | $ | (689,267) | $ (484,892) |
5
RISK FACTORS
An investment
in our securities is highly speculative and subject to numerous and
substantial risks. These risks include those set forth below and elsewhere
in this prospectus. You should not invest in the common stock unless
you can afford to lose your entire investment. Readers are encouraged
to review these risks carefully before making any investment decision.
Risks
Relating To Corbridge
Concentration
of ownership may allow several shareholders to control
Corbridges business
Prior to this
Offering, Corbridge sold an approximate thirty percent (30%) interest
to Richard T. Bennett Co., Inc., a United Kingdom-based venture capital
fund. In addition to Richard T. Bennett Co., Inc.s interest
in the Company, the Chief Executive Officer of Corbridge (individually
and through certain affiliated entities) currently owns approximately
twenty percent (19.94%) of the outstanding stock of Corbridge. As a
result, these two shareholders will be able to exercise control over
virtually all matters requiring shareholder approval, including the
election of directors and approval of significant corporation transactions
even after this Offering. Thus, the present management will be able
to maintain their positions as directors and effectively operate Corbridges
business, regardless of other investors preferences.
One or
more of our directors may have only limited experience in the management
of telecommunication companies such as
Corbridge.
Most of our
officers and directors have experience investing in and managing operating
companies in the telecommunications industry. Moreover, many
of our fourteen (14) employees have twenty or more years experience
selling and installing telephone repeater systems, telephone switches,
and other types of high level telephone equipment for large telephone
companies and small, rural telephone companies. However, there
may be several officers and directors hired or elected by the Company
that may have only limited experience in establishing and growing a
telecommunications company such as Corbridge. As a result, we may be
relying heavily on the experience and business acumen of the experienced
officers, directors and employees to establish an effective business
strategy for our future operations.
There may
be an absence of a trading market, which would eliminate or adversely
impact your ability to sell your shares.
There currently
is no trading market for our stock. While we intend to apply
for listing on the Over-the-Counter Bulletin Board (OTCBB) following
completion of this Offering, we cannot assure you that a public market
will ever develop. You will likely not be able to sell your securities
if a regular trading market for our securities does not develop and
we cannot predict the extent, if any, to which investor interest will
lead to the development of a viable trading market in our shares. We
expect the initial market for our stock to be limited, if a market develops
at all. Even if a limited trading market does develop, there is a risk
that the absence of potential buyers will prevent you from selling your
shares if you determine to reduce or eliminate your investment in Corbridge.
Additionally, the offering price of $0.15 per share may not reflect
the current value of our shares after the Offering. This lack of a trading
market and a lack of an adequate number of potential buyers may result
in the inability to sell your shares when desired or result in your
receiving a lower price for your shares upon their sale than you paid
in this Offering.
The
telecommunications business can be
speculative and there is a consequent risk of loss of your investment.
The success
of Corbridges plan of operation will depend to a great extent on
its operations, financial condition and management of its wholly-owned
subsidiaries. The telecommunications industry can be a very speculative
one with changing trends, new and developing technologies, and other
factors determining the success or failure of various types of telecommunications
technology. Consequently, there is no assurance that the interest in
Corbridges product and service lines will find a significant client
base.
There will
be additional dilution as additional shares are issued which may decrease
the market price of our common stock.
Additional
offerings will likely have to be made in the future to raise capital
to meet operating cash flow needs. Such offerings may include the issuance
of additional common stock or warrants or options for issuance of additional
common stock, further diluting the number of shares of common stock
outstanding from time to time. An increase in the number
of our shares from these events or others may result in a decrease of
the future potential market price for our common stock and will dilute
the ownership interest of current shareholders.
Shares eligible
for future sale under Rule 144 may adversely affect the market for our
securities.
As of September
30, 2009, our stockholders held 136,659,987 shares of our Class A
common stock. From time to time, certain of our stockholders who hold
restricted securities may be eligible to sell all or some of their shares
of common stock by means of ordinary brokerage transactions in the open
market pursuant to Rule 144, promulgated under the Securities Act of
1933, as amended (the Securities Act), subject to certain limitations.
Although current stockholders have no current intention or ability to
sell their shares, any substantial sales by holders of our common stock
in the future pursuant to Rule 144 may have a material adverse affect
on the market price of our securities.
We will
incur increased costs and may have difficulty attracting and retaining
qualified directors and executive officers as a result of being a public
company.
As a public
company, we will incur significant legal, accounting, reporting and
other expenses that we did not incur as a private company. We also anticipate
that we will incur costs associated with recently adopted corporate
governance requirements, including requirements under the Sarbanes-Oxley
Act of 2002 as well as new rules implemented by the Securities and Exchange
Commission. We expect these rules and regulations to increase our legal
and financial compliance costs and to make some activities more time-consuming
and costly. We also expect these new rules and regulations may make
it more difficult and more expensive for us to obtain director and officer
liability insurance, and we may be required to accept reduced policy
limits and coverage. As a result, we may experience difficulty attracting
and retaining qualified individuals to serve on our Board of Directors
or as executive officers. We cannot predict or estimate the amount of
additional costs we may incur as a result of these requirements or when
such costs may be incurred.
Risk
Factors Affecting Business Operations
We will
lack business diversification, as we will only be operating one business
in one industry the telecommunications industry, which makes us subject
to all the risks and uncertainties of that industry.
Our operating
business focuses solely on the telecommunications industry. Accordingly,
the prospects for our success will be entirely dependent upon the future
performance of a business operation in a single industry. Unlike other
entities with resources to consummate several business combinations
or entities operating in multiple industries, we do not expect to have
the resources to diversify our operations or benefit from the possible
spreading of risks or offsetting of losses. Consequently, our business
will be subject to the variable and speculative nature of the telecommunications
business.
We rely heavily on third-party suppliers for the material components for our products and supply shortages could cause delays in delivering and installing products which could reduce our revenues.
We rely upon
third-party suppliers for the equipment sold to our client base. Most
telecommunications equipment purchased from suppliers are available
from multiple sources. We have not experienced significant supply shortages
in the past. However, the lack of availability of certain products could
result in installation and delivery delays, which could reduce revenues
from product sales.
If we do
not properly respond to changes and technological developments
in telecommunications products and services
or in the markets we plan to serve, our revenues may be reduced or eliminated.
The telecommunications
industry is subject to change in preferences and the emergence of new
technologies. We may not have the resources to acquire or gain access
to new technologies or to introduce new services that could compete
with these new technologies. Our inability to properly respond to changes
in technology, services and standards, which characterize our industry,
would adversely affect our business operations and revenue generation.
We will
require substantial investment to grow our operations
and if we fail to raise sufficient capital to support and fund our expanding
operations, our business plan may not be fully realized.
We will require
additional capital in order to acquire additional companies, purchase
capital equipment and for general working capital needs of Corbridge.
We may be required to spend greater-than-anticipated funds if unforeseen
difficulties arise in the course of the operation of our business. As
a consequence, well be required to raise additional capital through
public or private equity or debt financings, collaborative relationships,
bank financing or other arrangements. We cannot assure you that such
additional capital will be available on terms acceptable to us, if at
all. Debt financing, if available, may involve restrictive covenants
and increased interest costs. Our inability to obtain sufficient financing
may require us to delay, scale back or eliminate some or all of our
operations. This could have a material and adverse effect on our
business.
Competition
in the telecommunications industry may adversely affect the business
operations of, and your investment in,
Corbridge.
There are numerous
competitors in the telecommunications industry in which Corbridge is
currently involved or in which it intends to enter, many of which have
developed product lines, strong marketing systems and established customer
followings. In almost all cases, Corbridges competitors have far
greater financial and other resources. Corbridge also expects competition
to increase in the future due to evolving technologies which are reducing
the barriers to entry into the telecommunication industry. Increased
competition is likely to result in price reductions, reduced gross margins
and loss of market share, any of which could harm Corbridges net
revenue and results of operations. Further, Corbridge may face a significant
competitive challenge from alliances entered into between and among
its competitors, as well as from larger competitors created through
industry consolidation.
Efforts
to protect intellectual property or the alleged misuse of the intellectual
property of others may cause Corbridge
to become involved in costly and lengthy litigation which could divert
needed resources away from its operations.
Corbridge currently
does not have any intellectual property protections relating to its
products and services. The process
of seeking intellectual property protection can be time consuming and
expensive and no assurances can be given that such intellectual property
protections in the future will actually be issued. If Corbridge
fails to protect its intellectual property from infringement, other
companies may offer competitive products or services. Protection of
our intellectual property, if such should become necessary, could result
in costly and lengthy litigation, diverting resources which would otherwise
be dedicated to operating the business.
Corbridges
particular business reliance for operations may adversely
affect our prospects and results of operations.
The Companys
current business model relies heavily upon the sale, installation and
servicing of Nokia Siemens Networks, B.V. telephone equipment.
In the future, other telephone equipment manufacturers products may
become better suited for client applications. As such, Corbridge
could lose all or part of its revenue. In addition, Corbridge
relies heavily upon its telephone customers. Given consumer and
corporate sentiment, the Nokia Siemens systems may lose favor in the
marketplace, thereby leading to a decrease in Corbridges sales and
revenue.
Risks
Related to this Offering
The offering
price has been arbitrarily determined and you run the risk of paying
an amount in excess of what you may ultimately receive upon sale of
our securities.
The initial
offering price of fifteen cents ($.15) per share was arbitrarily determined
by us, and had no relationship whatsoever to our current assets, earnings,
book value or any other objective standard of value at the time of this
Offering nor did any trading market exist which would reflect what buyers
and sellers deem the share value to be. You are therefore bearing the
risk that you have paid more for our shares than our shares are actually
or objectively worth or will be valued by the public markets in any
future trading. This could result in an insufficient return, or even
a loss, on your investment, even if we successfully establish and grow
our business.
Because
this is a best efforts, self-underwritten offering,
we may raise less proceeds than the $1,500,000 maximum offering amount,
which may limit our ability to implement our business plan.
No commitment
exists by any broker-dealers and/or agents to purchase all or any part
of the shares being offered hereby. We will sell the shares on a "best
efforts" basis. The funds available to us from the proceeds of
the Offering will be reduced to the extent that less than all the shares
offered hereby are sold. Sale of less than the maximum number of shares
may curtail implementation of our business plan.
Our shares
will be deemed to be "penny stocks" as defined in the Securities
Exchange Act of 1934 and, as a result, will be subject to various eligibility
and disclosure requirements on broker-dealers engaged in the resale
of these shares.
The shares offered in this prospectus will be "penny stocks" as that term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act"), to mean, among other definitions, equity securities with a price of less than $5.00 per share. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or an accredited investor must make a special suitability determination regarding the purchaser and provide special disclosure documents to the purchaser. The imposition of these suitability standards and special disclosures could reduce an investor's ability to resale the shares at a time or price desired. See the section "Market for Common Equity and Related Stockholder Matters."
7
SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus
includes forward-looking statements. All statements other than statements
of historical facts contained in this prospectus, including statements
regarding our future financial position, business strategy and plans
and objectives of management for future operations, are
forward-looking statements. The words "believe," "may,"
"estimate," "continue," "anticipate,"
"intend," "should," "plan," "expect"
and similar expressions, as they relate to us, are intended to identify
forward-looking statements. We have based these forward-looking statements
largely on our current expectations and projections about future events
and financial trends that we believe may affect our financial condition,
results of operations, business strategy and financial needs. These
forward-looking statements are subject to a number of risks, uncertainties
and assumptions described in "Risk Factors" and elsewhere
in this prospectus.
Other sections
of this prospectus may include additional factors which could adversely
affect our business and financial performance. Moreover, we operate
in a highly regulated, very competitive and rapidly changing environment.
New risk factors emerge from time to time and it is not possible for
our management to predict all risk factors, nor can we assess the impact
of all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.
We undertake no obligation to update publicly or revise any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events or performance. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or will occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
8
USE OF PROCEEDS
We will use
our best efforts to raise a maximum of $1,500,000 in this Offering.
For illustrative purposes only, the table below summarizes how we will
utilize the proceeds of this Offering in the event that 2,000,000, 5,000,000
and 10,000,000 shares are sold. The actual amount of proceeds realized
may differ from the amounts summarized below.
Purpose(1) | 2,000,000
Share Offering Amount |
Percent | 5,000,000
Share Offering Amount |
Percent | 10,000,000
Share Offering Amount |
Percent | |||||||||||||
Acquisition of Corporate Entities(2) | $ | 200,000 | 67% | $ | 502,500 | 67% | $ | 1,005,000 | 67% | ||||||||||
Capital Equipment Purchases | $ | 25,000 | 8.3% | $ | 62,250 | 8.3% | $ | 124,500 | 8.3% | ||||||||||
Working Capital and Operating Expenditures(3) | $ | 69,000 | 23% | $ | 172,500 | 23% | $ | 345,000 | 23% | ||||||||||
Offering Expenses(4) | $ | 6000 | 2% | $ | 15,000 | 2% | $ | 30,000 | 2% | ||||||||||
TOTAL | $ | 300,000 | 100% | $ | 750,000 | 100% | $ | 1,500,000 | 100% |
(1) The amounts set forth above are estimates by management for the allocations of the net proceeds of this Offering based upon the current state of our business operations, its plans and current economic and industry conditions. It is possible that the application of funds may vary depending on numerous factors including, but not limited to, changes in the economic climate or unanticipated complications, delay and expenses.
(2) This includes wireless telephone equipment, radio and telecommunications tower equipment, and landline-based telecommunications equipment.
(3) Working capital is the cost related to operating our office and accounting, acquisition of office equipment and supplies, expenses of filing reports with the SEC, travel, and general working capital.
(4) Offering expenses include legal, accounting, printing, filing, registration, qualification, and other expenses of Corbridge and the offering of the shares including marketing and sales costs, but exclude selling commissions. We will pay no commissions or other compensation to our officers and directors who will be effectuating the Offering. However, we may pay expenses commissions of up to ten percent (10%) of all proceeds raised by any broker, dealer, finder or agent who may assist in finding purchasers in this Offering. To the extent offering expenses are less, the excess funds will be added to Working Capital and Operating Expenses.
We intend to
use the net proceeds for general corporate purposes, which may include
potential strategic acquisitions and/or investments or repayment of
all or a portion of our existing bank debt, and for working capital.
We have not entered into any binding commitments or agreements with
respect to any potential strategic acquisition or investment.
Until these proceeds are utilized, they will be temporarily invested in short-term, highly liquid investments with appropriate safety of principal. Any income derived from these short term investments will be used for working capital.
9
DETERMINATION
OF OFFERING PRICE
The Company is in an industry where public companies trade at anywhere from three (3) to ten (10) times gross revenuewhich means that Corbridge could trade on the public markets with a market capitalization of anywhere from $10.8 million to $36 million, depending upon the public perception. The Company has chosen a conservative figure on which to calculate the Companys future market capitalization of 5.33 times gross revenue. The Company booked $3.5 million in gross revenue in fiscal year 2008. Our estimates do not take into consideration other potential telecom-related acquisitions and new previously untapped business from current telephone equipment customers. Therefore, using this basic valuation process the Company believes that a realistic market capitalization, at this time, is $20.5 million. We have approximately one hundred thirty six (136) million shares of common stock issued and outstanding. Based upon these numbers we believe that fifteen cents (15¢) per share is a reasonable, market-based valuation for the Companys common stock. However, the Company has not performed a thorough analysis of its valuation that is backed by any third party analysis or verification as to the true market value of the Company. Accordingly, the offering price should not be considered an indication of the actual value of our securities.
9
DILUTION
OF THE PRICE YOU PAY FOR YOUR SHARES
We are offering
our common stock at a price per share that is significantly more than
the price per share paid by our officers, directors, promoters and current
stockholders for our common stock. We are offering for
sale up to 10,000,000 shares of common stock. If you purchase shares
in this Offering you will experience immediate and, possibly, substantial
dilution.
Dilution represents
the difference between the price per share paid by purchasers in this
Offering and the net tangible book value per share. Net tangible book
value per share represents our net tangible assets (our total tangible
assets less our total liabilities), divided by the number of shares
of common stock outstanding at the time of the Offering. As of September
30, 2009 we had 136,884,987 shares of common stock outstanding.
Our net tangible book value as of December 31, 2008 was $622,074.
Based upon those figures, our net tangible book value per share was
$0.0045. Assuming
an approximate net tangible value of $622,074, on September 30, 2009
and after giving effect to the sale of all 10,000,000 shares being offered
in this Offering at $0.15 per share and the payment of expenses up to
2% of the proceeds related to the Offering, and our net tangible book
value per share would be $ 0.0042 which represents an immediate dilution
to the purchasers of shares after this Offering of $ 0.0003 per share
(or 6.6%).
The following table illustrates the pro forma per share dilution described above assuming 2,000,000, 5,000,000 or 10,000,000 shares are sold:
|
|
2,000,000 |
|
5,000,000 |
|
10,000,000 |
| |
|
Shares Sold |
|
Shares Sold |
|
Shares Sold |
| |
|
|
|
|
|
|
|
Offering Price per share |
|
$ |
0.15 |
|
$ |
0.15 |
|
$ |
0.15 |
| |
|
|
|
|
|
|
|
|
|
| Net
tangible book value per share before the
Offering |
|
$ |
0.0045 |
|
$ |
0.0045 |
|
$ |
0.0045 |
| |
|
|
|
|
|
|
|
|
|
| Increase
per share attributable to purchase of stock by investors |
|
|
0.00% |
|
|
2.22% |
|
|
6.6% |
| |
|
|
|
|
|
|
|
|
|
| Pro
forma net tangible book value per share after the
Offering |
|
$ |
0.0045 |
|
$ |
0.0044 |
|
$ |
0.0042 |
| |
|
|
|
|
|
|
|
|
|
| Dilution
per share to new investors |
|
$ |
0.00 |
|
$ |
0.0001 |
|
$ |
0.0003 |
| |
10
PLAN OF DISTRIBUTION
The Company
intends to list the shares on the OTCBB, and to establish a listing
on the American Stock Exchange once the requirements for such a listing
have been met by the Company. However, the shares being offered
in this prospectus are not currently listed on any stock exchange nor
traded in any public market. If no trading market develops for our common
stock, it will be difficult to sell your shares or, if sold, it may
be difficult to resell the shares for a price at or above the current
offering price. Even if a trading market is established, there is no
assurance that such trading market can be sustained.
We are offering
up to a total of ten million (10,000,000) shares of common stock in
a best efforts offering, direct public offering, without any involvement
of underwriters. The offering price is $.15 per share. The Offering
will terminate within 90 days from the date of this prospectus. At our
sole discretion, we may extend the Offering for up to an additional
90 days. We also have the right to terminate this Offering at any time
prior to the expiration of the offering period. We will use our best
efforts to sell as many shares as possible up to the maximum offering
amount of 10,000,000 shares. We may accept or reject any subscription
amount from any investor in our sole discretion or we may accept only
part of a subscription amount. Expenses related to the Offering are
estimated to be $2,000. We will sell the shares in this Offering
primarily through the efforts of our officers and directors. They will
receive no commission from the sale of any shares. They will not register
as a broker/dealer under the 1934 Act in reliance upon Rule 3a4-1 under
the 1934 Act. Mr. Joseph Curci will register as the issuer-agent in
those states requiring such registration. However, we may pay commissions
and expenses of up to 10% of all proceeds raised by brokers, dealers,
finders or selling agents who may participate in this Offering.
Officers and
directors may purchase shares in this Offering, however any such purchases
will be held for investment purposes only.
Under the securities
laws of certain states, the shares may be sold in such states only through
registered or licensed brokers or dealers or persons exempt from such
registration. In addition, in certain states the shares may not be sold
unless the shares have been registered or qualified for sale in such
state or an exemption from registration or qualification is available
and is complied with.
We may sell
our shares in the states of Texas, Massachusetts, New York, Florida
and/or outside the United States of America.
Procedures
for Subscribing
If you decide
to subscribe for any shares in this Offering, you must
1. Execute
and deliver a subscription agreement, and
2. Deliver
a check or certified funds to us. Any subscription may be accepted or
rejected, in whole or in part, in the sole discretion of management.
All checks
for subscriptions must be made payable to "CORBRIDGE GROUP, INC.
Right
to Reject Subscriptions
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for shares will be accepted or rejected within five business days after we receive them. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once Corbridge accepts a subscription, the subscriber cannot withdraw it.
11
BUSINESS
History
and Recent Developments
We were organized
under the laws of the State of Texas on March 11, 2005. Corbridge
was originally established in 2005 as Mesa Resort Development Corporation
(Mesa), a Texas based public company listed on the OTC Pink Sheets.
Through a reverse acquisition completed on March 15, 2007, Mesa acquired
EIT, an established, fifteen year old, telecom sales and service provider
headquartered in Sanford, Florida, with an effective date of acquisition
retroactive to July 1, 2006. The Company also purchased CableTec Business
Network Solutions, Ltd., a Nova Scotia corporation, on July 1, 2007
and closed it on July 1, 2008, after approximately one year. The
Company changed its name to Corbridge Group, Inc. on May 6, 2009.
The Company incorporated two other subsidiaries in the State of Colorado,
Pedernales on October 16, 2007 and Corbridge Communications, Inc. (CCI)
on July 13, 2009.
Corbridge has
identified a growing opportunity in the new electronic multi-media industry
and is positioning the Company to provide an array of diversified yet
complimentary products and services to the telecommunication carriers
(the Telcos) and the business community who consume and rely on
the services provided by Telcos to maintain and access information.
Corbridge plans to combine and partner EIT with its other subsidiaries
in order to establish a standard of service in the areas of telephone
equipment sales and installation, wireless telephone service, and real
estate management.
Corbridge plans
to focus on further developing opportunities in its subsidiary companies
by integrating products, services and solutions to expand these market
opportunities. As the demand for IP network based solutions increases,
Telcos are being drawn to partner with solution providers to gain or
maintain market share particularly in the business community. EITs
established position and relationships in the Telcos market makes
for a tremendous opportunity to import and deliver IP products, services
and solutions to business customers through partnerships with regulated
and unregulated telecom providers. As VOIP becomes an integrated voice
solution for business it creates opportunity to acquire inter-connect
companies born from deregulation in the telecom industry in the 1970s.
This deregulation
saw the rise of many companies providing digital phone systems and services
to business who today struggle to transition into the world of server
based IP networks.
Corporate Overview
Corbridge Group,
Inc. is a communications company providing telecommunications services
to both the regulated and unregulated telephone and cable companies
as well as managed IP network solutions to the SBM. Network solutions
and services include VOIP, web hosting, data storage, co-location and
security services to protect mission critical applications and data
for enterprises and government throughout North America. Through the
acquisition of our wholly-owned subsidiary, EIT, Corbridge offers a
unique blend of cost effective communications/IT products, services
and solutions deliverable anywhere in North America. Through EIT,
we have been in business and generating revenues since 1994. We
plan to continue generating and growing revenues and assets.
The Company
relies heavily upon the sale, installation and servicing of Nokia Siemens
Networks, B.V.(1) telephone equipment. Other important
partners include Genband Inc.(2), Pannaway Technologies,
Inc.(3), Encore Networks, Inc.(4), TXP Corporation(5),
Carrier Management Systems Inc.(6), Metaswitch Networks(7),
and Vaonet, LLC(8). The Company performs a variety of services
with these partners. These services include, but are not limited
to, the engineering, installation and service of equipment and the sale
and distribution of software, equipment and other products.
- Charles R. Shirley, J.D., CEO and Director.
- Jon R. Brashear, President
- Earle G. Hickey, Director
- Randy R. Mullins, Principal Accounting Officer and Principal Financial Officer
- Joseph Curci, Director
- Rosalia Miray, Director
- Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;
- Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;
- Send monthly statements disclosing recent price information pertaining to the penny stock held in a customers account, the accounts value and information regarding the limited market in penny stocks; and
- Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction, prior to conducting any penny stock transaction in the customers account.
(1)Nokia Siemens Networks, B.V. (NSN) is a company incorporated in The Netherlands and formed as a merger of equals between Nokia Networks, a division of Nokia Corporation, and the telecommunications division of Siemens AG. NSN is a multinational multi-billion dollar worldwide corporation engaged in the manufacturing and sales of state of the art telecommunications equipment, sold to both landline and wireless telecommunications service providers throughout the world. EIT provides engineering and installation services to NSN for telephone companies throughout North America, installing and servicing NSN equipment for such NSN customers and service providers as AT&T, Verizon, Sprint, and many others.
(2)Genband was formed in 1999 as General Bandwidth and is a privately held corporation located in Plano, Texas, with research and development locations in Texas, Florida, Massachusetts, and Maryland domestically and in China and Brazil internationally. Genband designs and manufactures carrier class, next generation media gateways and applications platforms for the telecommunications industry. EIT provides engineering and installation services to Genband for engineering and installation of Genband equipment to Verizon, BellSouth and over 100 of the independent operating telephone companies (IOCs) throughout North America. EIT also acts as a sales channel for Genband for sales of Genband equipment and software to the IOC market segment.
(3)Pannaway is owned by Enablence Technologies Inc. an Ottawa, Ontario-based company that publicly trades on the Toronto Venture Exchange. Pannaway is a designer and manufacturer of next generation, broadband access equipment. Pannaways broadband access systems are sold to telecommunications providers throughout North America. EIT is a sales and service channel for Pannaway products into the IOC segment of the North America telecommunications service provider market.
(4)Encore is a privately held company located in Chantilly, Virginia which designs and manufactures interface and signaling converter equipment for use with both satellite and terrestrial network communications. Encore also designs and manufactures converters for next generation networks converting legacy Time Division Multiplex (TDM)which is a technique of transmitting multiple digitized data, voice, and video signals simultaneously over one communication media by interleaving pulses representing bits from different channels or time slotssignaling to IP based signaling. EIT primarily sells and installs Encores SP 201 and SP 230 signaling converters. Customers currently purchasing this equipment from EIT include Verizon, CenturyLink and many other IOCs.
(5)TXP Corporation (TXP), located in Richardson Texas, is a company comprised of three divisions: (i) TXP prototypes: This division provides manufacturing services for the electronics industry and is designed to provide electronics design firms a fast track to bring their products to market. (ii) TXP retrofit solutions: This division designs and manufactures custom retrofit kits that allow telecommunications service providers to install next generation equipment in their existing remote cabinets without having to purchase expensive replacement cabinets. (iii) TXP ONT solutions: This division is formerly Siemens Optical Terminal Network group and designs and manufactures optical terminal equipment for use by telephone and cable television service providers in providing fiber to the home and fiber to the premise projects. EIT markets, sells, services and installs TXPs retrofit solutions and ONT products to telephone companies throughout North America.
(6)Carrier Management Systems Inc (CMSI), located in Abilene, Texas, designs and sells software for its network analysis & management systems (NAMS). The NAMS product has been installed in telephone networks throughout North and South America, Western Europe and the Caribbean. The NAMS systems allow telephone companies to collect, analyze, and track, billing and traffic data for all types of telephone networks. EIT markets, sells, services and installs CMSIs NAMS systems to telephone companies throughout North America.
(7)MetaSwitch Networks (Metaswitch) is a wholly owned subsidiary of Data Connection Ltd, a private company, located in Enfield, United Kingdom. Metaswitch designs and manufactures, for the North American market, a family of next generation telecommunications systems. These products are sold primarily to regulated telephone companies throughout the United States. EIT acts as a sales channel for the MetaSwitch family of products and sells and installs these products to the IOC segment of the North American regulated telephone service provide sector.
(8)Vaonet, LLC (Vaonet), located in Memphis, Tennessee, designs and provides its integrated monitoring provisioning reporting system (IMPRS) to small to medium telephone service providers throughout North America. Vaonets IMPRS system is marketed to the small to medium sized IOCs who provide telephone service to the rural areas of North America. The IMPRS system provides alarm monitoring and database administration capabilities to both host telephone exchanges and their dependent remote switching systems. EIT markets, sells, installs, and services the IMPRS system to IOCs throughout North America.
During the
final quarter of calendar year 2007, Pedernales purchased the debt of
bondholders of The Helical Corporation, a Nova Scotia corporation that
was once publicly traded on the Toronto Venture Exchange. Pedernales
merely acts as a holding company at this time and is developing a strategic
plan to develop the Pedernales assets.
On June 28,
2009, Corbridge purchased wireless telecommunications assets, including
wireless telephone communications equipment and fixed assets such as
radio and telephone transmission towers, from Starlight Capital Investments,
LLC, a Texas corporation, d/b/a Ulu Telecom in the State of Alaska.
These assets, acquired on June 28, 2009, were transferred by Corbridge,
the parent company, to its subsidiary, Corbridge Communications, Inc.
(CCI) on August 1, 2009. CCI has developed a business plan
to build out or acquire microcap wireless telecommunications service
providers in Alaska and the Caribbean.
Management Experience
Management
is confident that their current officers, as well as the consultants
and vendors they utilize at their discretion, are sufficient to execute
the goals of Corbridge, and operate the business through all of its
phases of production and marketing.
Mr. Shirley
is the CEO and Director of Corbridge
Mr. Shirley
is also CEO of Aidan Capital of Houston (from 2001 to present).
Previously he was a Senior Vice-President with Native American Securities,
Co., Inc. in New York, from 2001 to 2003, and also was an investment
advisor with Smith Barney, Inc. (now Morgan Stanley Smith Barney) from
1996 to 2001. He has experience as an investment banker for the real
estate, gaming, environmental, and oil & gas industries. He has
held U.S. Federal government positions with the Departments of Justice,
Interior, and Energy, from 1993 to 1996. He received a degree
in English from the University of Kansas in 1985 and a Juris Doctor
from Washburn University School of Law in 1988. Mr. Shirley serves
on the Board of Directors of Window Rock Capital Holdings, Inc., and
China Investment Capital Corporation. He has also served as an advisor
to two U.S. Presidential campaigns first in 1996 and later in 2000.
Mr. Brashear is President of
EIT Telecom, Inc.
Mr. Brashear
began his 26 year telecom career with Stromberg-Carlson (now Nokia Siemens
Networks) in 1981 following his service with the U.S. Navy. During his
career with Siemens, Mr. Brashear held several positions, including
management of Siemens customer care and technical support center for
the U.S. from 1999 to 2001. In 2003, Mr. Brashear started and operated
a successful telecom contracting business, OSG Communications, LLC,
that provided consulting and installation services for telephone companies
such as Verizon, CenturyTel, Inc., and Sprint. Rick took over as Director
of Sales and Service for EIT Telecom, Inc. in 2005. Since 2008, Mr.
Brashear has served as the President of EIT Telecom, Inc., overseeing
sales, service, and consulting activitiesthe position he currently
holds.
Mr. Hickey is a Director for Corbridge.
Mr. Hickey participates in the construction industry as a contractor. Mr. Hickey owns and manages commercial real estate as well as other investment portfolios. His real estate holding company is 2219746 Nova Scotia Ltd., serving as the President and Director, since 1993 to the present. He has also served as President and Director of Maritime Iron Inc. since 1996 to the present. Mr. Hickey has operated the commercial construction and renovations firm Blackberry Contracting Inc since 2000 to the present. Moreover, he has managed H & S Financial Holdings, a mortgage brokerage house, as President and director since to 2004 to the present.
Mr. Mullins
is the CFO and Director for Corbridge.
Mr. Mullins
has experience in a wide variety of business environments. He has been
Chief Operating Officer for a multi-location, integrated home health
agency, Home Health Concepts. For seven years, he was employed
by British Petroleum Co. (now BP plc), most recently as an expat in
their Caracas, Venezuela office, acting in a finance manager capacity
for Venezuela and Mexico. He has been Chief Financial Officer
to health care entities Ultimate Home Healthcare and Alliance Radiology,
and has performed in the capacity of independent consultant to various
companies in different industries, including Service Corporation International,
Gastar Exploration, and Vinland Energy. Mr. Mullins received his
degree in accounting from Texas Tech University in 1975 and is also
a C.P.A.
Mr. Curci is
a Director for Corbridge.
Mr. Curci started
his career in 1987 working for Shearson Lehman Brothers (now Morgan
Stanley Smith Barney) where he held various managerial positions in
the operational side of the brokerage firm. He went on to work in the
investment banking side of the business where he served on the board
of a number of companies, including JPC Advisory Services (Principal
owner), from 1997 to 2000, ProfitXchange (Principal Partner) 1997 to
1999, and director of Healthway Shopping Network 2008. Currently, Mr.
Curci is a director for Window Rock Capital Holdings Inc. (2005-present),
and a director of Pioneer Holdings, Inc (2004-present). He received
his Bachelor of Arts in Banking & Finance from Hofstra University
1995 and earned his M.B.A. in International Business from Wagner College
in 1996.
Ms. Miray is
a Director for Corbridge.
Ms. Miray was
appointed a Board of Directors member of the Bennett Yarger Group in
February 2008. She obtained a BA in International Affairs from the American
University of Paris, France in 2001 and studied international law at
the University of Salzburg, Austria. From 2001 to 2003, Ms. Miray has worked
as a vice president for the International Chamber of Commerce and later
from 2005 to 2006 was the vice president of Urban Equities, a property
management firm in New York. Since 2005 to the present, she currently
works for Bennett Yarger Associates as a managing director for it management
consulting and executive search division. Rosalia is fluent in English,
Spanish, and French.
Industry Overview
Changes in
regulation, advancing technology and rising costs are forcing the communications
/IT industry to reposition, retool and rethink how it does business.
The number of wireless subscribers has grown significantly from about
33.8 million in December 1995 to 270.3 million in December 2008. (Annualized
Wireless Industry Survey Results. CTIA-The Wireless Association.
31 Dec. 2008.)
Telephone companies
are entering the television business and cable companies are entering
the phone business. Both are rapidly expanding their wireless and wireline
IP networks to include VOIP, data, video and internet protocol television
services as well as increasing IP based business services.
Market forces
and advancing technology are also driving industry changes. As enterprises
seek to take advantage of increasing IP network capacity and smaller,
faster data processing equipment they are moving to relocate and reposition
how corporate data, voice and video is delivered, stored and accessed.
Competition
NorthStar
Communications Group, Inc. (NorthStar), WPCS International Incorporated
(WPCS), and Telephone Switching International, Inc. (Telephone
Switching) are three main competitors to EIT. These three companies
are similar in nature to EIT in that they work in the same segment of
the telecommunications industry. However, each has different strengths
and weaknesses. NorthStar is well capitalized, but focuses on outside
the plant installation of telephone equipmentwhich tend to be larger
projects. Telephone Switching focuses more on telephone battery plant
systems. EIT focuses more on actual switches. WPCS has a
focus on large infrastructure systems and has a contractual relationship
with Motorola to provide equipment in the wireless sector of telecommunications.
Also, WPCS focuses a large part of its resources on electrical power
production, which is not an EIT line of business.
NorthStar,
based in Birmingham, Alabama, provides telecommunications infrastructure
design and engineering, including project management, network installation,
and maintenance for both cable broadband and wireless communications
networks. It also supplies contract and permanent technical staff such
as engineers, inspectors, project managers, switch technicians, and
inspectors. NorthStar is a subsidiary of AFL Network Services of Spartanburg,
South Carolina.
WPCS is based
in Exton, Pennsylvania. It designs and installs broadband wireless
and specialty communications systems. WPCS builds mobile wireless networks,
video security systems, and other communications systems.
Telephone Switching
is based in Milan, Tennessee. It offers a range of engineer, furnish,
and install services and well as testing and maintenance capabilities.
Telephone Switching is also a distributor of new and used telecommunications equipment.
Employees
As of the date hereof, the Company has three (3) employees who serve as officers and directors. We have fourteen (14) employees that are located primarily in the South and Midwest part of the United States. Those locations include: Texas (4), Florida (5), Missouri (2), and one each in Kansas, Indiana, and Arizona. Most of our employees have over twenty years experience with leading telecommunications companies such as Nokia Siemens Networks.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
General
Corbridge purchased
EIT Telecom, Inc. on July 1, 2006. Our financial performance for
2006 was approximately $2.2 million. Our focus in 2007 was to
diversify our client baseto sell beyond our traditional base in the
telecommunications sector. Our efforts to diversify our client
base, in 2007, led to total revenue of $2.35 million and a gross profit
of $1,132,647. In 2008, the Company acquired a Nova Scotia-based
IT networking firm, CableTec Business Solutions Ltd. (hereinafter CableTec).
We changed the name of CableTec to Travana Networks (Canada), Inc. (hereinafter
Travana Canada). The Travana Canada transaction was executed
with the goal to grow revenues through acquisition.
As a result
of the acquisition, in 2008 the Company did grow the gross revenue to
approximately $3.574 million. However, even though we grew the
top line number by approximately fifty-two percent (52%) in 2008, we
did suffer on-going operating losses at Travana Canada, leading to the
Companys net profit declining to $661,901, a forty-one and one half
percent (41.56%) decrease in gross profit. The Companys management
decided that the on-going month over month net operating losses at the
newly acquired subsidiary, Travana Canada, could not be satisfactorily
repaired (and management believed that cash flow could be better utilized
in other areas of the Company) and therefore Corbridge management chose
to close the Travana Canada office and cease operations in Nova Scotia
completely.
Plan of
Operations
Going forward
over the next eighteen (18) months, the Companys management has decided to
focus on growing overall gross revenue through a series of initiatives.
We will be growing revenues internally by providing better service to
our current book of telecom clients and providing new products and services
to them. Since our current book of business includes some of the
leading companies in the telecom sector, we believe that our current
client base will profit from our telecom consulting expertise and new
product offerings such as 24/7 service maintenance contracts.
Also, the Company
created a new subsidiary, Corbridge Communications, Inc. (CCI),
who will provide wireless communications to highly remote areas such
as parts of Alaska, Canada, and the Caribbean. The Company acquired
the assets of Houston, Texas-based Starlight Investments, Inc. dba ULU
Telecom, which had developed a wireless Internet service in Hoonah,
Alaska. The Company believes there is a market for wireless service
in hard to reach areas. The costs of technology implementation
in remote areas have fallen significantly with the development of new
technologies. However, because of the remote locale and spare
population bases where business will be developed, it is still not cost
effective for large telecommunications providers to develop these markets.
But Corbridge, through CCI, can develop these markets because we can
provide the infrastructure and service at a greatly reduced cost basis.
And finally,
the Company will pursue appropriate acquisition candidates in either
the telecom service industry or the wireless telecommunications industry.
Cost and Expenses:
Our major costs consist of:
(1) payroll expenses, (2) sales-related, such as travel, expenses, (3)
shipping, and (4) telecom equipment purchases. For the period from January
1, 2009, through June 30, 2009, these costs totaled $860,239.92.
A breakdown percentage-wise of the Companys costs and expenses is outlined below:
Sources of capital:
Our main source
of capital is from internal cash production through our telecommunications
switch equipment sales and charges for the labor required to install
the equipment. Revenue from these two sources equals $1,016,895.89
for the period January 1, 2009, through June 30, 2009.
The Company
believes that its current capital resources and funding will enable
it to maintain its current and planned operations through the next twelve
(12) months. The Company intends to further develop its product line
and expand its client base. The Company anticipates, however,
that it will need to raise additional capital in order to sustain and
grow its operations over the next several years.
To the extent
that the Company's capital resources are insufficient to meet current
or planned operating requirements, the Company will seek additional
funds through equity or debt financing, collaborative or other arrangements
with corporate partners, licensees or others, and from other sources,
which may have the effect of diluting the holdings of existing shareholders.
The Company has no current arrangements with respect to, or sources
of, such additional financing and the Company does not anticipate that
existing shareholders will provide any portion of the Company's future
financing requirements.
No assurance
can be given that additional financing will be available when needed
or that such financing will be available on terms acceptable to the
Company. If adequate funds are not available, the Company may be required
to delay or terminate expenditures for certain of its programs that
it would otherwise seek to develop and commercialize. This would have
a material adverse effect on the Company.
The above could
be a direct result in the unlikely event of any of the following. One,
the companys credit rating were to fall. Second, the company
experiences sudden inordinate cash outflows. Lastly, the companys
internal control structure breaks down. These events are only
hypothetical and are baseless given the companys current operating
position.
Equity and
Capital Resources
To date, we have funded our operations through short-term debt. From inception, we have borrowed the following amounts:
Note | Amount |
Note payable to 3104967 Nova Scotia Ltd with interest at 15% and no collateral. Due Nov. 7, 2007. | $412,186 |
Note payable to 3104967 Nova Scotia Ltd with interest at 10% and no collateral. Due Nov. 7, 2007. | 45,115 |
Note payable to Big Dog Consulting Services, Inc. with interest at 5% and no collateral. | 166,177 |
Note payable to Big Dog Consulting Services, Inc. with interest at 0% and no collateral. | 5,000 |
Note payable to Travana Tech Consulting Services, Inc. with interest at 5% and no collateral. | 142,176 |
Note payable to Big Dog Consulting Service with interest at 19.5% and no collateral. | 12,896 |
Note payable to Travana Tech Consulting Services, Inc. with interest at 0% and no collateral. | 5,000 |
Subtotal | 788,550 |
Less Current Maturities. | 788,550 |
Long-Term Debt. | $0 |
We expect our
expenses will continue to increase during the foreseeable future as
a result of increased operational expenses. Consequently, we are dependent
on the proceeds from future debt or equity investments to sustain our
operations and implement our business plan. If we are unable to raise
sufficient capital, we will be required to delay or forego some portion
of our business plan, which would have a material adverse affect on
our anticipated results from operations and financial condition. There
is no assurance that we will be able to obtain necessary amounts of
capital or that our estimates of our capital requirements will prove
to be accurate. As of the date of this prospectus we did not have any
commitments from any source to provide additional capital. Even if we
are able to secure outside financing, it may not be available in the
amounts or the times when we require. Furthermore, such financing would
likely take the form of bank loans, private placement of debt or equity
securities or some combination of these. The issuance of additional
equity securities would dilute the stock ownership of current investors
while incurring loans, leases or debt would increase our capital requirements
and possible loss of valuable assets if such obligations were not repaid
in accordance with their terms
Off-balance Sheet Arrangements
Since our inception through February 8, 2010 we have not engaged in any off-balance sheet arrangements.
16
DESCRIPTION
OF PROPERTY
Our corporate and operational offices are located at 11811 North Freeway, Suite 500, Houston, Texas 77060-3287, where we lease office space. We believe these spaces are currently adequate and we have no plans to move to expanded office space.
16
The Company is involved in a lawsuit with a former President of its subsidiary, EIT, for breach of contract. The Company finds no merit to the lawsuit and intends to file all appropriate causes of action and other counterclaims and aggressively pursue its legal rights. Additionally, the Company is involved in a lawsuit with an individual who also claims breach of contract concerning a potential employment contract that never materialized. Once again, the Company finds no merit to that lawsuit, plans to countersue the individual, and intends to vigorously defend itself.
16
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our Board of
Directors currently consists of five members. Each director holds office
until his successor is duly elected by the stockholders. Executive officers
serve at the pleasure of the Board of Directors. Our current directors
and executive officers are:
Name | Age | Position | Year Appointed | |||
Charles R. Shirley | 48 | Chief Executive Officer and Director | 2005 | |||
Randy R. Mullins | 56 | Chief Financial Officer and Director | 2007 | |||
Earle G. Hickey | 62 | Director | 2007 | |||
Joseph Curci | 47 | Director | 2009 | |||
Rosalie Miray | 28 | Director | 2008 | |||
Jon R. Brashear | 47 | President of EIT Telecom, Inc. | 2008 |
Board Committees
Audit committee
The audit committee
of our Board of Directors is responsible for reviewing and monitoring
our financial statements and internal accounting procedures, recommending
the selection of independent auditors by our board, evaluating the scope
of the annual audit, reviewing audit results, consulting with management
and our independent auditor prior to presentation of financial statements
to stockholders and, as appropriate, initiating inquiries into aspects
of our internal accounting controls and financial affairs. Our audit
committee consists of Mr. Randy R. Mullins, CPA, who serves as chairman,
and Mr. Charles R. Shirley.
Compensation and Nominations
Committees
We currently
have no compensation or nominating committee or other board committee
performing equivalent functions. Currently, all members of our Board
of Directors participate in discussions concerning executive officer
compensation and nominations to the Board of Directors. The Board
of Directors consists of five (5) individuals that all have various
conflicts between their own interests and the interests of the Company
as a whole. None of our Directors are independent.
Code of Conduct and Ethics
Our Board of Directors has adopted a code of business conduct and ethics applicable to our directors, officers and employees, in accordance with applicable federal securities laws.
17
EXECUTIVE
COMPENSATION
The
following table sets forth the compensation of our Chief Executive Officer
during the last three calendar years ended June 30, 2009, 2008 and 2007.
No officers or directors received annual compensation in excess of $180,000
during the last three completed fiscal years.
Summary compensation table
Annual Compensation | Long Term
Compensation |
||||||||||||||||||||||||||||||||||||||
Awards | Payout | ||||||||||||||||||||||||||||||||||||||
Year | Salary | Bonus($) | Other Annual
Compensation($) |
Restricted Stock
Award(s) |
Securities
Underlying Options (#) |
LTIP
Payout ($) |
All Other
Compensation |
||||||||||||||||||||||||||||||||
2009 | $87,750 | 0.00 | 0.00 | $377,529 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||||||||||
2008 | $171,000 | 0.00 | 0.00 | $150,000 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||||||||||
2007 | $161,000 | 0.00 | 0.00 | $25,000 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||||||||||
Beginning November
1, 2008, the Company changed the method used to calculate the compensation
of the Chief Executive Officer. The Company lowered the payout
of the base salary significantly, from $171,000 a year to $91,333 a
year, a forty-seven percent (46.58%) decrease in base salary for the
Chief Executive Officer. But the Company increased performance-based
and long term compensation packages for the Chief Executive Officer
to encourage management to place more emphasis on long term goals and
developing shareholder value. Under the structure from 2001 to
2007, the Chief Executive Officer received his monthly base salary whether
the Company was operating with a net positive monthly cash flow or not.
Going forward, the Chief Executive Officer will receive a base salary
but the annual bonus will be based upon agreed upon Company goals.
In addition, the Company decided that part of the Chief Executive Officers
compensation include a restricted stock award to encourage the Chief
Executive Officer to maximize shareholder value.
In the years
2007 and 2008, the Company paid all of the officers a combination of
base salary, bonus, and restricted stock awards. For the Fiscal
Year 2007, the total amount of compensation, both annual and long term,
was $210,000. The annual compensation paid out in 2007 equals
$185,000. For the Fiscal Year 2008, the total amount of compensation,
both annual and long term, was $411,000. The annual compensation
paid out in 2008 equals $211,000. For the Fiscal Year 2009, the total
amount of compensation, both annual and long term, was $639,995.
The annual compensation paid out in 2009 equals $212,466. The
Companys officersthe Chief Executive Officer, the President
of EIT, and the Chief Financial Officercompensation falls within
the norms of comparable senior officers of companies of the same size
and industry as the Company.
As our business
progresses and grows, we expect to hire and begin paying salaries to
other officers. We also expect to hire on more part-time and two more
full-time employees and add two more people to our group of outside
consultants who will be paid compensation and consulting fees.
Employment Agreements
The
Company has in place employment agreements with its three senior officers
and the Companys directors. The Company has negotiated a five
(5) year employment agreement with Charles R. Shirley, J.D. to act as
Chief Executive Officer for a $250,000 salary, with a cash bonus per
year based upon one percent (1%) of the gross revenue of the Company
for the year. Moreover, Shirley will receive 500,000 restricted
shares of the Companys Class A common stock per quarter.
The restricted common stock is subject to not only to a regulatory required
six month restriction period, but the common stock shares are also subject
to a long term vesting schedule over a five to ten year period.
The Company
has negotiated a five (5) year employment agreement with Randy R. Mullins
to be the Companys Chief Financial Officer. The Company has
committed to a $43,000 yearly salary. Additionally, Mullins will
receive 300,000 restricted shares of the Companys Class A common
stock per quarter. The restricted common stock is subject to not
only to a regulatory required six month restriction period, but the
shares are also subject to a long term vesting schedule over a three
year period.
The Company
has negotiated a two (2) year employment agreement with Jon R. Brashear
to be the Companys President of EIT Telecom, Inc. The Company
has committed to a $100,000 yearly salary for Brashear with a bonus
of one percent (1%) of gross revenue above forecast or a bonus of one
and one half percent (1.5%) of gross profit above forecast. Additionally,
Brashear will receive 100,000 restricted shares of the Companys Class
A common stock per quarter. The restricted common stock
is subject to not only to a regulatory required six month restriction
period, but the shares are also subject to a long term vesting schedule
over a three year period.
Stock option
plan
We do not have
a stock option plan and we have not issued any warrants, options or
other rights to acquire our securities. However, we intend to adopt
an incentive and non-statutory stock option plan in the future.
Employee
Pension, Profit Sharing or other Retirement Plans
We do not have
a defined benefit, pension plan, profit sharing or other retirement
plan, although we may adopt one or more of such plans in the future.
At present we pay our directors for attending meetings of our Board of Directors. The directors are each paid twenty five thousand (25,000) restricted shares of the Companys Class A common stock per quarter which is also subject to a long term vesting schedule.
18
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth as of September 30, 2009 the ownership of our common stock by each person known by us to be the beneficial owner of more than five percent (5%) of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge we have listed all individuals that fall within the stated parameters and the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There is no known pending or anticipated arrangements that may cause a change in control.
Percentage of Outstanding Class A Common Stock | |||||||||||||||||||||
Shares
Beneficially |
Prior to | After Offering | |||||||||||||||||||
Name and Address of Beneficial Owner | Owned | Offering | Minimum | Maximum | |||||||||||||||||
Charles R. Shirley(1) | 26,169,656 | 19.149 | % | 19.149 | % | 17.816 | % | ||||||||||||||
Earle G. Hickey(2) | 15,852,566 | 11.600 | % | 11.600 | % | 10.793 | % | ||||||||||||||
Randy R. Mullins(3) | 3,080,566 | 2.254 | % | 2.254 | % | 2.097 | % | ||||||||||||||
Joseph Curci(4) | 3,848,100 | 2.816 | % | 2.816 | % | 2.619 | % | ||||||||||||||
Rosalia Miray(5) | 38,570,000 | 28.223 | % | 28.223 | % | 26.258 | % | ||||||||||||||
Jon R. Brashear(6) | 610,000 | 0.446 | % | 0.446 | % | 0.415 | % | ||||||||||||||
TOTAL | 88,130,888 | 64.489 | % | 64.489 | % | 59.999 | % |
(1) | Charles R. Shirley 11811 North Freeway, Ste 500, Houston, Texas 77060-3287 USA | |
(2) | Earle G. Hickey 80 Raddall Ave, Dartmouth, Nova Scotia B3B 1T7 CANADA | |
(3) | Randy R. Mullins 11811 North Freeway, Ste 500, Houston, Texas 77060-3287 USA | |
(4) | Joseph Curci 11811 North Freeway, Ste 500, Houston, Texas 77060-3287 USA | |
(5) | Rosalia Miray 150 Blackfriars Road, London, England SE1 8BA UK | |
(6) |
Jon R. Brashear 11811 North Freeway, Ste 500, Houston, Texas 77060-3287 USA |
19
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
From time to time, Aidan Capital Management, LLC, a Delaware limited liability company, which is controlled by Charles R. Shirley, Corbridges Chief Executive Officer, lends cash to the Company to meet short-term obligations. The loans are always no term, no collateral loans.
19
DESCRIPTION OF SECURITIES
Common Stock
We are authorized
to issue 400,000,000 shares of Class A common stock, $0.001 par
value per share, of which 136,659,987 shares are issued and outstanding
as of September 30, 2009. The Companys common stock consists
of A common stock shares and B common stock shares. A
common stock shares are participatory and they have voting rights.
Each vote may be done in person or by proxy. B common stock shares
are non-participatory and they have voting rights only. B
common stock shares vote in a ratio of 500 to 1 in relation to A
common stock shares. We have authorized 10,000,000 shares of Class
B shares and 800,000 shares of Class B shares issued and
outstanding. All issued and outstanding Class B shares are
held by the Companys Chief Executive Officer.
The holders
of shares of our Class A common stock do not have cumulative voting
rights in the election of directors, which means that the holders of
more than 50% of the outstanding shares voting for the election of directors
can elect all of our directors if they so choose and, in such event,
the holders of the remaining shares will not be able to elect any of
our directors. At the completion of this Offering, assuming
the maximum shares are sold, the officers and directors at that time
will beneficially own approximately sixty-five percent (64.5%) of the
outstanding shares of our Class A common stock. Accordingly, after
completion of this Offering, our present stockholders will be in a position
to control all of our affairs and elect all of our directors.
Preferred Stock
We are authorized to issue one hundred million (100,000,000) shares of preferred stock, $.0001 par value per share. We have no preferred stock issued or outstanding.
MARKET FOR
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
There is no
public trading market for our common stock and a regular trading market
may not develop, or if developed, may not be sustained. Unless and until
a trading market exists, a stockholder in all likelihood will not be
able to resell his or her securities should he or she desire to do so.
While we will endeavor to have our common stock listed for trading on
the OTCBB, there is no assurance that we will be able to do so. We have
engaged Spartan Securities Group, Inc. (Spartan) to be our sponsoring
market maker.
The process
for listing a company's shares for trading on the OTCBB requires a market
maker to file a listing application with the NASD on our behalf. The
application is reviewed by the NASD and may or may not be approved.
The process of seeking OTCBB listing can take 60 days or more to complete
and any listing is contingent on the NASD approving our application.
If our application is approved, the NASD will assign us a trading symbol
which will then become listed and quoted on the OTCBB. Being listed
on the OTCBB will facilitate buyers and sellers to consummate purchases
and sales of our stock as well as allowing the market price to adjust
to reflect current valuations of our business. Spartan filed such listing
application immediately following the initial filing of this Form S-1.
Penny Stock Considerations
Our common stock will be deemed to be "penny stock" as that term is generally defined in the 1934 Act to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.
Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $100,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:
Common Stock Currently Outstanding
As of September 30, 2009, a large amount of our currently outstanding shares (136,659,987) consisted of restricted common stock. Of this amount 50,125,316 shares are eligible for resale pursuant to Rule 144 of the Securities Act. We are not registering any shares for sale currently held by stockholders in this prospectus nor do we have any plan or commitment to register such shares on behalf of any such stockholder in the future.
As of February 5, 2010 we had 165 stockholders of record of our common stock.
Dividends
We have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.
Reports to Stockholders
We are not
currently subject to the information and reporting requirements of the
1934 Act but will begin to file periodic reports and other information
with the SEC at the conclusion of this Offering. We intend to send annual
reports to our stockholders containing audited financial statements.
Transfer Agent
Island Stock Transfer, located at 100 Second Avenue South, Suite 705S, Saint Petersburg, Florida 33701-4307 is the registrar and transfer agent for our common stock.
21
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our By-laws, subject to the provisions of Texas Corporation Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
LEGAL MATTERS
The legality of the shares offered under this registration statement is being passed upon by Nannarone & McMurdo, LLP, 501 Madison Avenue, Suite 501, New York, New York 10022-5625.
EXPERTS
Our financial statements for the fiscal years ending June 30, 2009 and 2008 included in this prospectus have been so included in reliance on the report of Van Wassehnova & Associates, 804 West Dallas Street, Suite 11, Conroe, Texas 77301-2248, independent auditors, given on that firm's authority as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed
with the SEC a registration statement on Form S-1 (File Number 21-102795)
under the Securities Act regarding the shares of common stock offered
hereby. This prospectus does not contain all of the information found
in the registration statement, portions of which are omitted as permitted
under the rules and regulations of the SEC. For further information
regarding us and the securities offered by this prospectus, please refer
to the registration statement, including its exhibits and schedules.
Statements made in this prospectus concerning the contents of any contract,
agreement or other document filed as an exhibit to the registration
statement are summaries of the terms of those documents. The registration
statement of which this prospectus forms a part, including its exhibits
and schedules, may be inspected and copied at the public reference room
maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549,
on official business days during the hours of 10 a.m. to 3 p.m. You
may obtain information on the operation of the public reference room
by calling the SEC at 1-800-SEC-0330.
The SEC maintains
a web site on the Internet at www.sec.gov. Our registration statement
and other information that we file with the SEC are available at the
SEC's website.
We intend to
make available to our stockholders annual reports (on Form 10-K) containing
our audited consolidated financial statements and make available quarterly
reports (on Form 10-Q) containing our unaudited interim consolidated
financial information for the first three fiscal quarters of each of
our fiscal years.
If you are
a stockholder, you may request a copy of these filings at no cost by
contacting us at:
Corbridge Group,
Inc.
11811 North
Freeway, Suite 500
Houston, Texas
77060-3287
(832) 225-1372
(o)
(832) 201-0892
(f)
http://www.corbridgegroup.com
http://www.eittelecom.com
22
FINANCIAL
STATEMENTS
CORBRIDGE
GROUP, INC.
Page | |
AUDITED | |
Report of Independent Registered Public Accounting Firm | 34 |
Balance Sheet as of June 30, 2009 (audited) and September 30, 2009 (unaudited) | 35 |
Statement of Operations for the periods ended September 30, 2009 (unaudited), audited June 30, 2009 and audited June 30, 2008 | 36 |
StStatement of Stockholders Equity for the periods ended September 30, 2009 (unaudited), audited June 30, 2009 and audited June 30, 2008 | 37 |
Statement of Cash Flows for the periods ended September 30, 2009 (unaudited), audited June 30, 2009 and audited June 30, 2008 | 38 |
Notes to Financial Statements | 39 |
22
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
34
3 Months Ended September 30, 2009 Unaudited
FY 2008
and 2009 AUDITED
CORBRIDGE GROUP, INC. AND SUBSIDIARIES | ||||||||||
CONSOLIDATED BALANCE SHEET | ||||||||||
FOR THE PERIODS ENDED | ||||||||||
Audited | Audited | Audited | Unaudited | |||||||
June 30, 2007 | June 30, 2008 | June 30, 2009 | September 30, 2009 | |||||||
Assets | ||||||||||
Current Assets | ||||||||||
Cash | $17,553 | $63,106 | $1,734 | $65,614 | ||||||
Accounts Receivable | 275,920 | 275,730 | 360,460 | 187,670 | ||||||
Inventory | 56,197 | 58,879 | 0 | 0 | ||||||
Prepaid Expenses | 6,840 | 47,024 | 0 | 0 | ||||||
Other Current Assets | 10,972 | 10,282 | 18,132 | |||||||
Total Current Assets | $356,510 | $455,711 | $372,476 | $271,416 | ||||||
Other Assets | ||||||||||
Other Assets | $ 0 | |||||||||
Goodwill | $500,840 | 400,840 | 300,840 | 275,840 | ||||||
Note Receivable | 125,000 | 125,000 | 125,768 | 125,768 | ||||||
0 | 0 | |||||||||
Total Other Assets | $625,840 | $525,840 | $426,608 | $401,608 | ||||||
Property, Plant and Equipment Net | $13,291 | $41,363 | $87,315 | $78,198 | ||||||
Total Assets | $995,641 | $1,022,914 | $886,399 | $ 751,222 | ||||||
Liabilities | ||||||||||
Current Liabilities | ||||||||||
Accounts Payable and Accrued Liabilities | $484,811 | $794,614 | $517,858 | $316,503 | ||||||
Line of credit | 94,315 | 62,267 | 60,086 | 49,986 | ||||||
Current Portion Long-term Debt and Capital Leases | 0 | 940,957 | 788,550 | 777,167 | ||||||
State taxes payable | 61,762 | 113,578 | 146,702 | 122,765 | ||||||
Stock subscriptions payable | 22,750 | 8,236 | 0 | 0 | ||||||
Interest payable | 12,788 | 162,577 | 228,145 | 248,472 | ||||||
Total Current Liabilities | $676,426 | $2,082,229 | $1,741,341 | $1,514,893 | ||||||
Long Term Debt and Leases Payable | $1,146,163 | $ - | ||||||||
Total Liabilities | $1,822,589 | $2,082,229 | $1,741,341 | $1,514.893 | ||||||
Equity | ||||||||||
Common Stock | $88,988 | $92,698 | $94,144 | $94,144 | ||||||
Preferred Stock | 0 | 274,147 | 0 | 0 | ||||||
Additional Paid-in-capital | 1,029,251 | 3,156,588 | 3,653,908 | 3,873,311 | ||||||
Retained Earnings | (1,945,187) | (4,582,749) | (4,602,994) | (4,731,126) | ||||||
Total Equity | ($826,948) | ($1,059,316) | ($854,942) | ($763,671) | ||||||
Total Liabilites and Equity | $995,641 | $1,022,914 | $886,399 | $751,222 | ||||||
35
CORBRIDGE GROUP, INC. AND SUBSIDIARIES | ||||||||||
CONSOLIDATED STATEMENT OF INCOME | ||||||||||
FOR THE PERIODS ENDED | ||||||||||
Audited | Audited | Audited | Unaudited | |||||||
Twelve Months Ended | Twelve Months Ended | Twelve Months Ended | Three Months Ended | |||||||
June 30, 2007 | June 30, 2008 | June 30, 2009 | Sept 30, 2009 | |||||||
Revenues | ||||||||||
Sales Revenue | $2,350,264 | $3,574,290 | $1,662,701 | $228,508 | ||||||
Total Revenues | $2,350,264 | $2,456,590 | $1,662,701 | $228,508 | ||||||
Cost of Goods Sold | 1,217,617 | 2,912,389 | 1,090,686 | 273,224 | ||||||
Gross Profit | $1,132,647 | $661,901 | $572,016 | ($44,716) | ||||||
General and Administrative | $2,031,050 | $2,495,664 | $915,934 | $20,058 | ||||||
Depreciation and Amortization | 5,003 | 578,313 | 5,899 | 9,360 | ||||||
Interest Expense | - | |||||||||
Taxes Other | - | |||||||||
Operating Income | ($903,406) | ($2,412,076) | ($349,818) | ($74,134) | ||||||
Other Expenses | ||||||||||
Interest | $31,381 | $125,486 | $104,666 | $28,998 | ||||||
Amortization of Goodwill | 1,000,000 | 100,000 | 100,000 | 25,000 | ||||||
Total Other Expenses | $1,031,381 | $225,486 | $204,666 | $53,998 | ||||||
Net Loss | ($1,934,787) | ($2,637,562) | ($554,484) | ($128,132) | ||||||
36
CORBRIDGE GROUP, INC. AND SUBSIDIARIES | ||||||||||||||||
STATEMENT OF STOCKHOLDERS' EQUITY | ||||||||||||||||
For the Period Ended September 30,
2009
Unaudited | ||||||||||||||||
Additional | ||||||||||||||||
Class B | Paid-in | Retained | Total Stockholders Equity | |||||||||||||
Outstanding | Shares | Amount | Capital | Earnings | (Deficit) | |||||||||||
Balance June 30, 2009 | 100,000 | 94,144,479 | 94,145 | 3,653,908 | (4,602,993) | (854,940) | ||||||||||
Common shares issued - private placement | 219,404 | 219,404 | ||||||||||||||
Net Income | (138,233) | (128,132) | ||||||||||||||
Balance Sept 30, 2009 | 100,000 | 136,659,987 | 136,660 | 3,873,311 | (4,741,226) | (763,668) |
37
CORBRIDGE GROUP, INC. AND SUBSIDIARIES | |||||||
CONSOLIDATED STATEMENT OF CASH FLOWS | |||||||
Audited | Audited | Audited | Unaudited | ||||
Twelve Months Ended | Twelve Months Ended | Twelve Months Ended | Three Months Ended | ||||
June 30, 2007 | June 30, 2008 | June 30, 2009 | Sept 30, 2009 | ||||
Operating Activities: | |||||||
Net Income | ($1,934,787) | ($2,637,561) | ($554,484) | (128,132) | |||
Adjustments to reconcile net loss to net cash | |||||||
provided by operating activities: | |||||||
Depreciation | 5,003 | 578,313 | 5,899 | 9,360 | |||
Amortization | 1,000,000 | 162,113 | 100,000 | 25,000 | |||
Compensation Paid by Issuance of Stock | 10,349 | ||||||
Changes in operating assets and liabilities: | |||||||
(Increase) decrease in accounts receivable | 72671 | 190 | (84,730) | 172,785 | |||
(Increase) decrease in prepaid expenses | (4,355) | (51,156) | 47,024 | (7,850) | |||
(Increase) decrease in inventory | 31,064 | (2,682) | 58,879 | 0 | |||
(Increase) decrease in other current assets | 32543 | 690 | - | ||||
Increase (decrease) in accts payable and accrued liabilities | 534,398 | 75,031 | (219,424) | (181,027) | |||
Increase (decrease) in taxes payable | 28,280 | 51,816 | 33,124 | (23,937) | |||
Net cash used by operating activities | ($235,183) | ($1,516,002) | ($613,022) | ($123,449) | |||
Cash Flows from Investing Activities | |||||||
Goodwill investment in subsidiary | (817,461) | ||||||
Investment in note receivable | (126,945) | (768) | - | ||||
Acquisition of property and equipment | ($652) | ($606,385) | (51,851) | (243) | |||
Proceeds from debt | 114,815 | ||||||
Other | - | 260,091 | - | ||||
Net cash used in investing activities | ($830,243) | ($606,385) | $207,472 | ($243) | |||
Financing Activities: | |||||||
Proceeds from issuance of common stock | $1,087,839 | $2,131,047 | $117,805 | 209,055 | |||
Proceeds from issuance of preferred stock | 274,147 | 0 | |||||
Proceeds from long term debt | - | - | |||||
Payments on long term debt | - | (237,254) | (152,407) | (21,483) | |||
Net cash provided by financing activities | $1,087,839 | $2,167,940 | ($36,783) | 187,572 | |||
Net increase (Decrease) in cash and cash equivalents | 22,413 | 45,553 | -61,372 | 63,880 | |||
Cash and cash equivalents - beginning of period | -4,860 | 17,553 | 63,106 | 1,734 | |||
Cash and cash equivalents - end of period | $17,553 | $63,106 | $1,734 | $65,614 | |||
38
CORBRIDGE GROUP, INC. AND SUBSIDIARIES
Notes to the Financial Statements
June 30,
2009
Note 1 - Organization and Business
Corbridge Group,
Inc (the Company), a Texas corporation, is a privately owned telephone
equipment sales and installation company with its principal offices
in Houston, Texas. The core business of the Company is communications/IT
infrastructure company that provides telecommunications services to
both the regulated and unregulated Telephone and Cable companies as
well as managed IP networks including VOIP, web hosting, data storage,
co-location and security services to protect mission critical applications
and data for enterprises and government throughout North America.
The Company places a high priority on delivering solutions anywhere
in North America for the best competitive price.
Note 2 - Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash and cash
equivalents include money market accounts and highly liquid investments
with an original maturity of three months or less.
Concentration of Credit Risk
The Company
maintains its cash in bank deposit accounts, which at times may exceed
federally insured limits. The Company has not experienced any
losses in such accounts and management believes that it is not exposed
to any significant credit risk for cash.
Principles of Consolidation
The accompanying
consolidated financial statements present the consolidated balance sheet,
consolidated statement of income and consolidated statement of cash
flows of Corbridge Group, Inc. and its subsidiaries. All significant
intercompany transactions and balances have been eliminated.
Inventory
Inventory consists of telephone switching and networking equipment. It is valued at the lower of cost or market value at June 30, 2009.
Revenue Recognition
Revenues consist
of sales and installation of telephone company switching and networking
equipment. The Company records sales upon delivery of the product and
acceptance by the customer.
Advertising
The Company's
policy is to expense advertising costs as incurred and amounted to $-0-
for 2009.
Property, Plant and Equipment
Property, plant and equipment are depreciated over their expected useful lives using the straight-line method. Maintenance and repairs that do not extend the life of assets are expensed as incurred. Expenditures which improve or extend the life of assets are capitalized. Property, plant and equipment consist of the following:
Computer equipment $ 17,264
Office furniture and equipment 22,740
Contracts 81,341
Tools 28,796
150,141
Less-Accumulated depreciation (62,826)
--------------
Property, plant
and equipment, net $87,315
Estimates
The preparation
of financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts and 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.
Accounts Receivable
Accounts receivable
are stated at the amount the Company expects to collect from balances
outstanding at year-end. Based on the Company's assessment of the credit
history with customers having outstanding balances and current relationships
with them, it has concluded that realization losses on balances outstanding
at year-end will be immaterial.
Income Taxes
The Company
recognizes deferred income tax assets and liabilities for the expected
future tax consequences of events that have been recognized differently
for financial reporting and tax reporting purposes. Under this method,
deferred income tax assets and liabilities are determined based on the
difference between the financial statement carrying amounts and tax
bases of assets and liabilities using enacted rates and laws in effect
in the years in which the differences are expected to reverse. Deferred
income tax assets are evaluated for realization based on a more-likely-than-not
criterion in determining if a valuation allowance should be provided.
At June 30, 2009, no deferred income tax assets or liabilities have
been recorded.
Note 3 - Subsidiaries
The following
parent/subsidiary relationship exists:
Corbridge Group, Inc.
EIT Telecom, Inc.
Pedernales
River Capital Holdings, Inc.
EIT Telecom,
Inc.
100% of EIT
Telecom, Inc was acquired on July 1, 2006. The acquisition cost was
$837,461 and the book value of EIT Telecom, Inc. at that time was negative
$663,379. This resulted in goodwill of $1,500,840 (an impairment
of $1,000,000 was recorded in 2007). During the years ended June
30, 2008 and June 30, 2009, $100,000 per year was amortized as impairment
losses.
Pedernales River Capital Holdings, Inc.
Corbridge Group,
Inc. created a Colorado subsidiary called Pedernales River Capital Holdings,
Inc. (hereinafter Pedernales) on October 16, 2007. Pedernales
is acting as a holding company for certain financial instruments purchased
by Corbridge Group, Inc.
Travana
Networks (Canada), Inc. (ownership dissolved July 1, 2008)
The Company
acquired fifty-five percent (55%) ownership in a Nova Scotia company
named Travana Networks (Canada), Inc. on July 1, 2007. Travana
Networks (Canada), Inc. was in the information networking business essentially
in the provinces of Nova Scotia, Prince Edward Island and New Brunswick,
Canada. However, Travana Networks (Canada), Inc. was unable to
maintain positive cash flow throughout the 2007 Fiscal Year. Corbridge
Group, Inc.s management evaluated several options to improve the
subsidiarys financial performance. In the end, Corbridges
management decided that the only viable option was to cease operations
of the Nova Scotia subsidiary and close it down entirely on July 1,
2008.
Note 4 -
Commitments and Contingencies
Operating
Leases
The Company
leases office space in its various locations which are accounted for
as operating leases. Rent expense amounted to $40,699.82 for the year
ended June 30, 2009. At June 30, 2009, future minimum payments under
existing operating leases, which expire March 31, 2010 are as follows:
Year ending June 30,
2010 $11,082
Total $11,082
Claims
The Company
is periodically involved in various claims and other actions arising
in the ordinary course of business. Management is not aware of
any asserted or unasserted claims that will have a material adverse
effect on the financial position or results of operations of the Company.
Going Concern
As indicated
in the accompanying financial statements, the Company showed a net loss
of $554,484 during the year ended June 30, 2009. As of that date,
the Companys current liabilities exceeded its current assets by $1,368,865
and its total liabilities exceeded its total assets by $854,942.
Those factors create an uncertainty about the Companys ability to
continue as a going concern. Management is developing a plan to
reduce its liabilities through obtaining additional capital. During
FY2009, the Company downsized its cost structure significantlyspecifically
rent expense and employee salary costs. The Company will look
to reduce other significant costs in other areas of the business in
the coming year. Also, in a subsequent event to FY2009, the Company
signed a significant Master Sales and Service Agreement with a well-known
telecommunications manufacturing companywhich will be a major driver
of the Companys growth during FY2010. The ability of the Company
to continue as a going concern is dependent on acquiring this additional
capital. The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
Note 5 - Retirement Plan
Beginning in
January 2006, the Company established a Simple IRA plan to replace the
existing 401(k) plan. The Company ended the Simple IRA plan in
November 2008. The Companys cost on the previous plan for the
2009 Fiscal Year was $-0-.
Note 6 - Stock
Corbridge Group,
Inc. has authorized 400,000,000 shares of common stock with a par value
of $.0001. As of June 30, 2009, 94,144,479 shares are outstanding.
Note 7 - Line of Credit
The Company
maintains a line of credit with Bank of America for $100,000.
It is collateralized by accounts receivables and bears an interest rate
of 5.75%. The balance outstanding at June 30, 2009 was $60,086.
Note 9 Travana Networks (Canada), Inc. Divestiture
On July 1, 2008, the management and directors of the Company decided to: (1) cease operations of the Travana Networks (Canada), Inc. subsidiary, (2) divest itself of the subsidiary, and (3) terminate the Nova Scotia company. The Company took this action in light of the subsidiary's inability to maintain positive cash flows. The Company explored several options to properly manage the subsidiarys negative cash flow, including a change of management of the subsidiary and a change of business operations. After Management reviewed all of the options, the Company determined that it would cease all operations of the Canadian subsidiary to maintain capital to support the positive cash flow operations in EIT Telecom, Inc. This is reflected in the statement of shareholders equity as an increase in retained earnings of $534,238.
39
Until 90
days after the date when the securities are
sold, all dealers effecting transactions in the shares, whether or not
participating in the distribution, may be required to deliver a prospectus.
This is in addition to the obligation of dealers to deliver a prospectus
when acting as underwriters to their unsold allotments or subscriptions.
10,000,000 Shares | |
Corbridge Group, Inc. | |
Common Stock |
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION
OF DIRECTORS AND OFFICERS
The
Registrant is a Texas corporation and the provisions of the Texas General
Corporation Law will be applicable to the indemnification the Registrant
offers to its officers, directors and agents. In its Articles of Incorporation,
as amended, the Registrant generally agrees to indemnify each person
who is a director or officer of the Registrant, or serves at the request
of a director or officer as a director, officer, employee or agent of
another company, in accordance with the Registrants By-laws, to the
fullest extent permissible by the Texas General Corporation Law or other
applicable laws. In its By-laws the Registrant indicates that, in connection
with any such indemnification, it is within the discretion of the Board
of Directors whether to advance any funds in advance of disposition
of any action, suit or proceeding.
Under
the Articles of Incorporation, the By-laws, and the Texas General Corporation
Law, no director of the Registrant will be personally liable to the
Registrant or its stockholders for monetary damages, or expenses in
defense of an action, for breach of fiduciary duty as a director or
by reason of the fact that he is or was a director, officer, employee
or agent of the Registrant, or serving in such capacity for another
entity at the request of the Registrant, except for liability (i) for
any breach of the directors duty of loyalty to the Registrant or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or (iii)
for any transaction from which the director derived an improper personal
benefit. The Registrant has the power to purchase and maintain insurance
on behalf of any persons potentially eligible for indemnification. The
rights to indemnification are also applicable to those persons entitled
to such rights by virtue of the Registrants consummation of a business
combination, including such consummations wherein the Registrant is
merged into or reorganized as a new entity.
The
foregoing description of available indemnification is a summary only,
and is qualified in its entirety by the complete terms and provisions
of the Texas General Corporation Law and also the Registrants Articles
of Incorporation and By-laws, filed herewith as exhibits.
ITEM 25. EXPENSES OF ISSUANCE
AND DISTRIBUTION
The
following are our expenses related to our initial public offering:
Securities
and Exchange Commission Registration Fee |
|
$
83.70 |
| |
|
|
| Legal
Fees |
|
$30,000.00 |
| |
|
|
| Accounting
Fees |
|
$12,000.00 |
| |
|
|
| Printing
and Engraving |
|
$
0.00 |
| |
|
|
| Transfer
Agent Fee |
|
$
500.00 |
| |
|
|
| Blue
Sky Qualification Fees and Expenses |
|
$
1,000.00 |
| |
|
|
|
TOTAL |
|
$43,583.70 |
| |
26.1 (1) | Articles of Incorporation |
26.2 (2) | By-laws |
26.3 (3) | Opinion of Nannarone & McMurdo, LLP |
26.4 (4) | Consent of VanWassehnova & Associates, CPAs, Independent Registered Public Accounting Firm (included herein). |
26.5 (5) | Consent of Nannarone & McMurdo, LLP (included in Exhibit 26.3) |
(1) | March 11, 2005 |
(2) | March 30, 2006 |
(3) | Includes Consent of Nannarone & McMurdo, LLP |
(4) | December 22, 2009 |
(5) | See Exhibit 26.3 |
UNDERTAKINGS
The
Registrant undertakes:
1. Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The
Registrant is registering securities under Rule 415 of the Securities
Act and hereby undertakes:
1. To file, during any period in which
it offers or sells securities, a post-effective amendment to this registration
statement to:
(i) | Include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation From the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. |
(iii) | Include any additional or changed material information on the plan of distribution. |
2. That, for
the purposes of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove
from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of
the Offering.
4. The undersigned
Registrant hereby undertakes that:
A. For determining
liability of the undersigned small business issuer under the Securities
Act to any purchaser in the initial distribution of the securities,
the undersigned small business issuer undertakes that in a primary offering
of securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following communications,
the undersigned small business issuer will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
i. | Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the Offering required to be filed pursuant to Rule 424; |
ii. | Any free writing prospectus relating to the Offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer; |
iii. | The portion of any other free writing prospectus relating to the Offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and |
iv. | Any other communication that is an offer in the Offering made by the undersigned small business issuer to the purchaser. |
B. That for
the purpose of determining liability under the Securities Act to any
purchaser:
Since
the small business issuer is subject to Rule 430C:
Each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided, however, that
no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first
use.
5. Request
for Acceleration of Effective Date. If the small business issuer (Registrant)
requests acceleration of the effective date of this registration statement
under Rule 461 under the Securities Act, it shall include the following:
Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In
the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred
or paid by a director, officer or controlling person of the small business
issuer in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
In accordance
with the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-1 and authorized this amendment
to the registration statement to be signed on its behalf by the undersigned,
in the City of Houston, Texas, on February 10, 2010.
CORBRIDGE GROUP, INC. | ||
By: | /s/ Charles R. Shirley | |
Charles R. Shirley, Chief Executive Officer | ||
In
accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.
/s/ Charles R. Shirley | Dated: February 10, 2010 | |
Charles R. Shirley | ||
Chief Executive Officer and Director | ||
/s/ Randy R. Mullins | Dated: February 10, 2010 | |
Randy R. Mullins | ||
Principal Accounting Officer and Principal Financial Officer | ||
/s/ Earle G. Hickey | Dated: February 10, 2010 | |
Earle G. Hickey | ||
Director | ||
/s/ Joseph Curci | Dated: February 10, 2010 | |
Joseph Curci | ||
Director |