U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended October 31, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to __________________
Commission File No. 000-04494
Commercial Property Corporation
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(Name of Small Business Issuer in its Charter)
Delaware 13-5661446
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
Incorporation or organization
9005 Cobble Canyon Lane
Sandy, Utah 84093
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(Address of Principal Executive Offices)
Registrant's Telephone Number: (801) 942-0555
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act:
Common stock, $0.01 par value
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Check whether the Registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. [ ]
Check whether the Registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
Indicate by check mark whether the Registrant is a shell company (as
defined by Rule 12b-2 of the Exchange Act). Yes X No
--- ---
State Registrant's revenues for its most recent fiscal year: October 31,
2005 - None.
State the aggregate market value of the common voting stock of the
Registrant held by non-affiliates computed by reference to the price at which
the stock was sold, or the average bid and asked prices of such stock, as of a
specified date within the past 60 days - February 9, 2006 - $414.65. There
are approximately 414,652 shares of common voting stock of the Registrant held
by non-affiliates. There has been no "established trading market" for shares
of common stock of the Registrant, so the Registrant has arbitrarily valued
these shares on the basis of par value per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None; not applicable.
Check whether the Registrant has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes No
None; not applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Registrant's
classes of common equity, as of the latest practicable date - February 9,
2006, 2,054,652 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
A description of "Documents Incorporated by Reference" is contained in
Part III, Item 13.
Transitional Small Business Issuer Format Yes X No
PART I
Item 1. Description of Business.
------------------------
Business Development.
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Commercial Property Corporation (our "Company," and "we," "our," "us" and
words of similar import) was organized under the laws of the State of Delaware
on November 15, 1955, under the name "Inland Mineral Resources Corp." We were
formed for the purpose of engaging in all lawful businesses. Our initial
authorized capital consisted of 2,000,000 shares of $0.01 par value common
voting stock.
Charter Amendments and Re-capitalizations.
------------------------------------------
The following amendments and/or re-capitalizations were effected by
us in accordance with the Delaware General Corporations Code:
* Our authorized shares were increased to 5,000,000 shares of $0.01
par value common voting stock (May 8, 1968).
* Our name was changed to "Parker-Levitt Corporation," and we also
increased our authorized capital to 20,000,000 shares, comprised
of 15,000,000 shares of $0.01 par value common voting stock, and
5,000,000 shares of $0.01 par value preferred stock (April 25,
1969).
* We changed our name to "Commercial Property Corp." (November 19,
1976).
* Our name was changed back to "Parker-Levitt Corporation"
(December 13, 1976).
* We changed our name to "Commercial Property Corporation" (June
23, 1977).
* Our Company's authorized capital was reduced to 3,000,000 shares
of $0.01 par value common voting stock only (October 18, 1982).
* Our Board of Directors authorized the issuance of 102,500 shares
of our authorized and unissued common stock for services rendered
and valued at $10,250 (March 20, 1998).
* We effected a reverse split our outstanding common stock on a
basis of 100 for one while retaining our authorized capital, and
with appropriate adjustments in our stated capital and capital
surplus accounts, with no shareholder being reversed below 50
shares (April 1, 1998).
* Our Board of Directors authorized the issuance of 871,250 shares
of our authorized and unissued common stock for services rendered
and valued at $8,713 (April 1, 1998).
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* We filed Amended and Restated Articles of Incorporation with the
State of Delaware to: authorize 10,000,000 shares of preferred
stock with $0.001 par value; authorize 50,000,000 shares of
common stock with $0.001 par value; change the common stock
par value from $0.01 par value to $0.001; allow for forward
and reverse pro rata stock splits without stockholder approval;
allow the Board of Directors to change our name without
stockholder approval; and to opt out of Delaware corporate law
control share acquisition provisions (December 2004).
* Our Company effected a two for one dividend with a mandatory
exchange of stock certificates resulting in a two for one
forward stock split while retaining our authorized capital and
par value, with appropriate adjustments in our stated capital and
capital surplus accounts (March 2005).
All computations herein take into account all of the foregoing re-
capitalizations.
Copies of our Articles of Incorporation, as amended, were attached to our
10-KSB Annual Report for the year ended October 31, 2002, with the exception
of the Amended and Restated Articles of Incorporation that were filed in
December 2004, which were attached to our 8-K Current Report dated November
30, 2004, and filed December 23, 2004; and our March 2005 dividend, which did
not require the filing of an amendment to our Articles of Incorporation. See
Part III, Item 13.
Historical Business Operations.
-------------------------------
From our inception, we engaged in various real estate and real estate
development projects. We had entered into several business acquisitions with
subsidiaries and held various limited partnership interests related to real
property development. These operations were not successful, and we
discontinued the majority of our operations by 1981. We were dormant from the
revocation of our corporate charter by the State of Delaware for failure to
pay required franchise taxes from 1984 until 1997, when our corporate charter
was reinstated. We have had no material business operations since then.
Business.
---------
Our Company's plan of operation for the next 12 months is to:(i)consider
guidelines of industries in which we may have an interest;(ii) adopt a
business plan regarding engaging in the business of any selected industry; and
(iii) to commence such operations through funding and/or the acquisition
of a "going concern" that is engaged in any industry selected. Accordingly,
we are deemed to be a "blank check" or "shell company," as defined in Rule
12b-2 promulgated under the Exchange Act by the Securities and Exchange
Commission.
When and if we will select either an industry or business in which to
engage in or complete an acquisition of any kind is presently unknown, and
will depend upon many factors, including but not limited to, those that are
outlined below.
We are not currently engaged in any substantive business activity, and we
have no plans to engage in any such activity in the foreseeable future. In our
present form, we are deemed to be a vehicle to acquire or merge with a
business or company. Regardless, the commencement of any business opportunity
will be preceded by the consideration and adoption of a business plan by our
Board of Directors. We do not intend to restrict our search for business
opportunities to any particular business or industry, and the areas in which
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we will seek out business opportunities or acquisitions, reorganizations or
mergers may include, but will not be limited to, the fields of high
technology, manufacturing, natural resources, service, research and
development, communications, transportation, insurance, brokerage, finance and
all medically related fields, among others. We recognize that the number of
suitable potential business ventures that may be available to us will be
extremely limited, and may be restricted, as to acquisitions, reorganizations
and mergers, to entities who desire to avoid what such entities may deem to be
the adverse factors related to an initial public offering ("IPO") as a method
of going public. The most prevalent of these factors include substantial time
requirements, legal and accounting costs, the inability to obtain an
underwriter who is willing to publicly offer and sell shares, the lack of or
the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities
laws, rules and regulations and federal and state agencies that implement such
laws, rules and regulations. Recent amendments to Form 8-K by the Securities
and Exchange Commission regarding shell companies and transactions with
shell companies that require the filing of all information about an acquired
company that would have been required to have been filed had any such company
filed a Form 10 or 10-SB Registration Statement with the Securities and
Exchange Commission, along with required audited, interim and proforma
financial statements, within four business days of the closing of any such
transaction, may eliminate many of the perceived advantages of these types of
transactions. These types of transactions are customarily referred to as
"reverse" reorganizations in which the acquired company's shareholders become
controlling shareholders in the acquiring company and the acquiring company
becomes the successor to the business operations of the acquired company.
These new regulations also deny the use of Form S-8 for the registration of
securities of a shell company, and limit the use of this Form to a reorganized
shell company until the expiration of 60 days from when any such entity is no
longer considered to be a shell company. This prohibition could further
restrict opportunities for us to acquire companies that may already have stock
option plans in place that cover numerous employees. In such an instance,
there may be no exemption from registration for the issuance of securities in
any business combination to these employees, thereby necessitating the filing
of a registration statement with the Securities and Exchange Commission to
complete any such reorganization, and incurring the time and expense costs
that are normally avoided by reverse reorganizations.
Any of these types of transactions, regardless of the particular
prospect, would require us to issue a substantial number of shares of our
common stock, that could amount to as much as 95% or more of our outstanding
voting securities following the completion of any such transaction;
accordingly, investments in any such private enterprise, if available, would
be much more favorable than any investment in our Company.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none
of which may be determinative or provide any assurance of success. These may
include, but will not be limited to, as applicable, an analysis of the quality
of the particular business or entity's management personnel; the anticipated
acceptability of any new products or marketing concepts that any such business
or company may have; the merit of any such business' or company's
technological changes; the present financial condition, projected growth
potential and available technical, financial and managerial resources of any
such business or company; working capital, history of operations and future
prospects; the nature of present and expected competition; the quality and
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experience of any such company's management services and the depth of its
management; the business' or the company's potential for further research,
development or exploration; risk factors specifically related to the business
or company's operations; the potential for growth, expansion and profit of the
business or company; the perceived public recognition or acceptance of the
company or the business' products, services, trademarks and name
identification; and numerous other factors which are difficult, if not
impossible, to properly or accurately quantify or analyze, let alone describe
or identify, without referring to specific objective criteria of an identified
business or company.
Furthermore, the results of operations of any specific business or
company may not necessarily be indicative of what may occur in the future, by
reason of changing market strategies, plant or product expansion, changes in
product emphasis, future management personnel and changes in innumerable other
factors. Also, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness, or the abilities of its
management or its business objectives. Additionally, a firm market for its
products or services may yet need to be established, and with no past track
record, the profitability of any such enterprise will be unproven, and cannot
be predicted with any certainty.
Our Management will attempt to meet personally with management and key
personnel of the business or company providing any potential business
opportunity afforded to us, visit and inspect material facilities, obtain
independent analysis or verification of information provided and gathered,
check references of management and key personnel and conduct other reasonably
prudent measures calculated to ensure a reasonably thorough review of any
particular business opportunity; however, due to time constraints of
our management, and the lack of available funds for these purposes, these
activities may be limited.
We are unable to predict the time as to when, and if we may actually
participate in any specific business endeavor. Our Company anticipates that
proposed business ventures will be made available to us through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital
personnel, members of the financial community and others who may present
unsolicited proposals. In certain cases, we may agree to pay a finder's fee
or to otherwise compensate the persons who submit a potential business
endeavor in which our Company eventually participates. Such persons
may include our directors, executive officers and beneficial owners of our
securities or their affiliates. In that event, such fees may become a factor
in negotiations regarding any potential venture and, accordingly, may present
a conflict of interest for such individuals. Management does not presently
intend to acquire or merge with any business enterprise in which any member
has a prior ownership interest.
Our Company's directors and executive officers have not used any
particular consultants, advisors or finders on a regular basis.
Although we currently have no plans to do so, depending on the nature and
extent of services rendered, we may compensate members of management in the
future for services that they may perform for our Company. Because we
currently have extremely limited resources, and because we are unlikely to
have any significant resources until we have determined a business or
enterprise to engage in or have completed a merger or acquisition, management
expects that any such compensation would take the form of an issuance of our
5
common stock to these persons; this would have the effect of further diluting
the holdings of our other stockholders. There are presently no preliminary
agreements or understandings between us and members of management respecting
such compensation. It is the Securities and Exchange Commission's position
that any shares issued to members of our management, persons who may be deemed
to be our "promoters" or "founders" or our "affiliates," are required to be
resold under an effective registration statement filed with the Securities and
Exchange Commission in accordance with the so-called "Wulff Letter" that is
fully discussed under Part II, Item 5, under the heading "Restrictions on
Sales of Certain of Restricted Securities," and which we believe will be
liberally construed to promote its purposes as discussed therein. These
provisions could further inhibit our ability to complete the acquisition of
any business or complete any merger or reorganization with another entity,
where finder's or others who may be subject to the interpretations of the
Wulff Letter refuse to provide us with any introductions or to close any such
transactions unless they are paid requested fees in cash or unless we agree to
file a registration statement with the Securities and Exchange Commission that
includes any shares that are issued to them at no cost to them. These
expenses could limit potential acquisition candidates, especially those in
need of cash resources, and could affect the number of shares that our
shareholders retain following any such transaction, by reason of the increased
expense.
Substantial fees are often paid in connection with the completion of all
types of acquisitions, reorganizations or mergers, ranging from a small amount
to as much as $500,000. These fees are usually divided among promoters or
founders or finders, after deduction of legal, accounting and other related
expenses, and it is not unusual for a portion of these fees to be paid to
members of management or to principal stockholders as consideration for their
agreement to retire a portion of the shares of common stock owned by them.
Management may actively negotiate or otherwise consent to the purchase of all
or any portion of their common stock as a condition to, or in connection with,
a proposed reorganization, merger or acquisition. It is not anticipated that
any such opportunity will be afforded to other stockholders or that such other
stockholders will be afforded the opportunity to approve or consent to any
particular stock buy-out transaction. In the event that any such fees are
paid, they may become a factor in negotiations regarding any potential
acquisition or merger by our Company and, accordingly, may also present a
conflict of interest for such individuals. We have no present arrangements or
understandings respecting any of these types of fees or opportunities.
Any of these types of fees that are paid in our common stock could also be
subject to the Securities and Exchange Commission's interpretations
of the Wulff Letter. All of our shares of common stock that are currently
owned by David C. Merrell, President and a director, are the subject of a
Registration Agreement that we believe conforms with these interpretations of
the Wulff Letter, which Mr. Merrell has voluntarily executed on the advice of
our legal counsel. See Part II, Item 5, under the heading "Restrictions on
Sales of Certain Restricted Securities," and Part III, Item 13, for
information as to where a copy of that Registration Agreement may be viewed.
None of our directors, executive officers, founders or their affiliates
or associates has had any negotiations with any representatives of the owners
of any business or company regarding the possibility of an acquisition,
reorganization, merger or other business opportunity for our Company; nor are
there any similar arrangements with us.
6
Risk Factors.
-------------
In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, our present and proposed business operations will be highly
speculative and be subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below,
among others that cannot now be determined.
Extremely Limited Assets; No Source of Revenue.
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We have no assets and have had no profitable operations since inception.
We will not receive revenues until we select an industry in which to commence
business or complete an acquisition, reorganization or merger, at the
earliest. We can provide no assurance that any selected or acquired business
will produce any material revenues for us or our stockholders or that any such
business will operate on a profitable basis.
We are deemed to be a Blank Check or Shell Company Until We Adopt a
Business Plan and Commence Principal Significant Operations.
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The limited business operations of ours, as now contemplated, involve
those of a blank check or shell company. The only activities to be conducted
by our Company are to manage our current limited assets and corporate standing
and to seek out and investigate the commencement or the acquisition of any
viable business opportunity by purchase and exchange for our securities or
pursuant to a reorganization or merger through which our securities will be
issued or exchanged.
Discretionary Use of Proceeds; Blank Check or Shell Company.
------------------------------------------------------------
Because we are not currently engaged in any substantive business
activities, as well as management's broad discretion with respect to selecting
a business or industry for commencement of operations or completing an
acquisition of assets, property or a business, we are deemed to be a blank
check or shell company. Although management intends to apply any proceeds
that we may receive through the private issuance of stock or debt to a
suitable business enterprise, subject to the criteria identified above, such
proceeds will not otherwise be designated for any more specific purpose. We
can provide no assurance that any use or allocation of such proceeds will
allow us to achieve our business objectives. We will comply with Rule 419 of
Regulation C of the Securities and Exchange Commission if we issue stock or
debt in a public offering, by depositing proceeds promptly into an escrow
account or trust account that provides that the funds would not be released
until we provide the purchaser of any such securities with information
regarding the business combination and also receive in writing a confirmation
regarding his or her decision to invest.
We are not currently engaged in any substantive business activity, and
we have no plans to engage in any such activity in the foreseeable future,
except the search for a business or an entity to acquire that may be
beneficial to us and our stockholders.
When and if we will complete an acquisition is presently unknown, and
will depend upon various factors, including but not limited to, funding and
its availability; and if and when any potential acquisition may become
available to us on terms acceptable to us.
7
We Will Seek Out Business Opportunities.
----------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts,
professionals, securities broker dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
we may also advertise our availability as a vehicle to bring a company to the
public market through a "reverse" reorganization or merger, subject to the
limitations on any such advertising that are included in the Securities Act of
1933, as amended (the "Securities Act"), and the General Rules and Regulations
of the Securities and Exchange Commission promulgated thereunder.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
-----------------------------------------------------------------------
Because we have not yet identified any industry or assets, property or
business that we may engage in or acquire, potential investors in our Company
will have virtually no substantive information upon which to base a decision
of whether to invest in us. Potential investors would have access to
significantly more information if we had already identified a potential
acquisition, or if the acquisition target had made an offering of its
securities directly to the public. We can provide no assurance that any
investment in our Company will not ultimately prove to be less favorable than
such a direct investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
------------------------------------------------------------------
To date, we have not identified any particular industry or business in
which to concentrate our potential interests. Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and merits
of investing in any industry or business in which our Company may acquire. To
the extent that we may acquire a business in a high risk industry, we will
become subject to those risks. Similarly, if we acquire a financially
unstable business or a business that is in the early stages of development, we
will also become subject to the numerous risks to which those businesses are
subject. Although management intends to consider the risks inherent in any
industry and business in which we may become involved, there can be no
assurance that we will correctly assess such risks.
Uncertain Structure of Acquisition.
-----------------------------------
Management has had no preliminary contact or discussions regarding, and
there are no present plans, proposals or arrangements to engage in or acquire
any specific business, assets, property or business. Accordingly, it is
unclear whether such an acquisition would take the form of a purchase with a
funding requirement as a condition precedent to closing, or an exchange of
capital stock, a merger or an asset acquisition. However, because our Company
has virtually no resources as of the date of this Registration Statement,
management expects that any such acquisition would take the form of an
exchange of capital stock.
Auditor's 'Going Concern' Opinion.
----------------------------------
The Independent Auditor's Report issued in connection with our audited
financial statements for the calendar years ended October 31, 2005 and 2004,
expressed "substantial doubt about our ability to continue as a going
concern," due to our status as a start-up and our lack of profitable
operations. See the Index to Financial Statements, Item 7 of this Report.
8
Losses Associated With Startup.
-------------------------------
We have not had a profitable operating history. We cannot guarantee that
we will become profitable.
Federal and State Restrictions on Blank Check or Shell Companies.
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Federal Restrictions.
---------------------
Recent amendments to Form 8-K by the Securities and Exchange Commission
regarding shell companies and transactions with shell companies require the
filing of all information about an acquired company that would have been
required to have been filed had any such company filed a Form 10 or 10-SB
Registration Statement with the Securities and Exchange Commission, along with
required audited, interim and proforma financial statements, within four
business days of the closing of any such transaction. These new regulations
also deny the use of Form S-8 for the registration of securities of a shell
company, and limit the use of this Form to a reorganized shell company until
the expiration of 60 days from when any such entity is no longer considered
to be a shell company. This prohibition could further restrict opportunities
for us to acquire companies that may already have stock option plans in place
that cover numerous employees. In such an instance, there may be no exemption
from registration for the issuance of securities in any business combination
to these employees, thereby necessitating the filing of a registration
statement with the Securities and Exchange Commission to complete any such
reorganization, and incurring the time and expense costs normally avoided by
reverse reorganizations.
The Wulff Letter, as discussed below under Part II, Item 5, under the
heading "Restrictions on Sales Certain Restricted Securities," can restrict
the free tradeability of certain shares issued to our promoters or founders or
affiliates in any transaction with us to resales pursuant to an effective
registration statement filed with the Securities and Exchange Commission. We
would expect the definition of these applicable persons to be liberally
construed to promote the findings set out in the Wulff Letter. David C.
Merrell's shares common stock in our Company are subject to resale under a
Registration Agreement that is discussed below under this heading; he is our
President and a director.
If we publicly offer any securities as a condition to the closing of any
acquisition, merger or reorganization while we are a blank check or shell
company, we will have to fully comply with Rule 419 of the Securities and
Exchange Commission and deposit all funds in escrow pending advice about the
proposed transaction to our stockholder fully disclosing all information
required by Regulation 14 of the Securities and Exchange Commission and
seeking the vote and agreement of investment of those stockholders to whom
such securities were offered; if no response is received from these
stockholders within 45 days thereafter or if any elect not to invest following
advice about the proposed transaction, all funds held in escrow must be
promptly returned to any such stockholder. All securities issued in any such
offering will likewise be deposited in escrow, pending satisfaction of the
foregoing conditions. The foregoing is only a brief summary of Rule 419. We
do not anticipate making any public offerings of our securities that would
come within the context of an offering described in Rule 419.
9
All of these laws, rules and regulations could severely restrict us from
completing the acquisition of any business or any merger or reorganization for
the following reasons, among others:
* The time and expense in complying with any of the foregoing could be
prohibitive and eliminate the reasons for a reverse reorganization.
* Management or others who own or are to receive shares that may be
covered by the Wulff Letter may demand registration rights for these
shares, and the acquisition candidate may refuse to grant them by
reason of the time, cost and expense; or because the filing any such
registration statement may be integrated with planned financing options
that could prohibit or interfere with such options or such registration
statement.
* Demands for cash in lieu of securities could be too high a cost of
dilution to the acquisition candidate, especially when taking into
account the dilution that results from the shareholdings that are
retained by our shareholders.
* These costs and expenses, if agreed upon, would no doubt further dilute
our shareholders, as any acquisition candidate may not be willing to
leave as many shares with our shareholders in any such transaction.
* An acquisition candidate may demand that outstanding Wulff Letter
shares be cancelled, and the holders of these shares could refuse to do
so without just compensation, including our current sole director.
* Finder's and parties who may introduce acquisition candidates would no
doubt be unwilling to introduce any such candidates to us if shares
issued to them came within the Wulff Letter interpretations and no
registration rights were granted, which would substantially restrict
our ability to attract such potential candidates.
State Restrictions.
-------------------
A total of 36 states prohibit or substantially restrict the registration
and sale of blank check or shell companies within their borders.
Additionally, 36 states use "merit review powers" to exclude securities
offerings from their borders in an effort to screen out offerings of highly
dubious quality. See paragraph 8221, NASAA Reports, CCH Topical Law Reports,
1990. We intend to comply fully with all state securities laws, and plan to
take the steps necessary to ensure that any future offering of our securities
is limited to those states in which such offerings are allowed. However,
while we have no substantive business operations and are deemed to a blank
check or shell company, these legal restrictions may have a material adverse
impact on our ability to raise capital, because potential purchasers of our
securities must be residents of states that permit the purchase of such
securities. These restrictions may also limit or prohibit stockholders from
reselling shares of common stock within the borders of regulating states.
By regulation or policy statement, eight states (Idaho, Maryland,
Missouri, Nevada, New Mexico, Pennsylvania, Utah and Washington), some of
which are included in the group of 36 states mentioned above, place various
restrictions on the sale or resale of equity securities of blank check or
shell companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing"
registration exemptions for secondary trading privileges and outright
prohibition of public offerings of such companies.
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In most jurisdictions, blank check and shell companies are not eligible
for participation in the Small Corporate Offering Registration ("SCOR")
program, which permits an issuer to notify the Securities and Exchange
Commission of certain offerings registered in such states by filing a Form D
under Regulation D of the Securities and Exchange Commission. All states
(with the exception of Alabama, Delaware, Florida, Hawaii, Minnesota, Nebraska
and New York) have adopted some form of SCOR. States participating in the
SCOR program also allow applications for registration of securities by
qualification via filing of a Form U-7 with the states' securities
commissions. Nevertheless, our Company does not anticipate making any SCOR
offering or other public offering in the foreseeable future, even in any
jurisdiction where it may be eligible for participation in SCOR, despite our
status as a blank check or shell company.
The net effect of the above-referenced laws, rules and regulations will
be to place significant restrictions on our ability to register, offer and
sell and/or to develop a secondary market for shares of our common stock in
virtually every jurisdiction in the United States. These restrictions should
cease once and if we acquire a venture by purchase, reorganization or merger,
so long as the business operations succeeded to involve sufficient activities
of a specific nature.
Management to Devote Insignificant Time to Activities of Our Company.
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Members of our management are not required to devote their full time to
the affairs of our Company. Because of their time commitments, as well as the
fact that we have no business operations, the members of our management
currently devote one hour a week to the activities of our Company, until such
time as we have identified a suitable acquisition target or determined to
engage in a particular business or industry and have commenced such
operations.
No Market for Common Stock; No Market for Shares.
-------------------------------------------------
Although our common stock is currently quoted on the OTC Bulletin Board
of the NASD ("CPRY"), there is currently no market for such shares; and there
can be no assurance that such a market will ever develop or be maintained.
Any market price for shares of our common stock is likely to be very volatile,
and numerous factors beyond our control may have a significant effect. In
addition, the stock markets generally have experienced, and continue to
experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been
unrelated to the operating performance of these companies. These broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of our common stock in any market that may
develop. Sales of "restricted securities" under Rule 144 or sales of Wulff
Letter shares pursuant to registration statements may also have an adverse
effect on any market that may develop. See Part II, Item 5.
The shares of Mr. Merrell's are subject to resale under a Registration
Agreement which is referenced in Part III, Item 13. Also, Mr. Merrell will
not be able to sell his shares under Rule 144 or Section 4(1) of the
Securities Act, both of which exempt routine trading transactions from the
registration requirements of the Securities Act.
11
Risks of "Penny Stock."
-----------------------
Our common stock may be deemed to be "penny stock" as that term is
defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny
stocks are stocks (i) with a price of less than five dollars per share; (ii)
that are not traded on a "recognized" national exchange; (iii) whose prices
are not quoted on the NASDAQ automated quotation system (NASDAQ- listed stocks
must still meet requirement (i) above); or (iv) in issuers with net tangible
assets less than $2,000,000 (if the issuer has been in continuous operation
for at least three years); or $5,000,000 (if in continuous operation for less
than three years); or with average revenues of less than $6,000,000 for the
last three years.
Section 15(g) of the Exchange Act and Rule 15g-2 of the Securities and
Exchange Commission require broker dealers dealing in penny stocks to provide
potential investors with a document disclosing the risks of penny stocks and
to obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account.
Potential investors in our common stock are urged to obtain and read such
disclosure carefully before purchasing any shares that are deemed to be "penny
stock."
Moreover, Rule 15g-9 of the Securities and Exchange Commission requires
broker dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that
investor. This procedure requires the broker-dealer to (i) obtain from the
investor information concerning his, her or its financial situation,
investment experience and investment objectives; (ii) reasonably determine,
based on that information, that transactions in penny stocks are suitable for
the investor, and that the investor has sufficient knowledge and experience as
to be reasonably capable of evaluating the risks of penny stock transactions;
(iii) provide the investor with a written statement setting forth the basis on
which the broker-dealer made the determination in (ii) above; and (iv) receive
a signed and dated copy of such statement from the investor, confirming that
it accurately reflects the investor's financial situation, investment
experience and investment objectives. Compliance with these requirements may
make it more difficult for investors in our common stock to resell their
shares to third parties or to otherwise dispose of them.
There Has Been No "Established Public Market" for Our Common Stock Since
Inception.
----------
At such time as we identify a business opportunity or complete a
merger or acquisition transaction, if at all, we may attempt to qualify for
quotation on either NASDAQ or a national securities exchange. However, at
least initially, any trading in our common stock will most likely be conducted
in the over-the-counter market in the "pink sheets" or the OTC Bulletin Board
of the NASD. Management intends to submit our securities for quotations on a
national medium as soon as is reasonably practicable.
Principal Products or Services and Their Markets.
-------------------------------------------------
None; not applicable.
Distribution Methods of the Products or Services.
-------------------------------------------------
None; not applicable.
12
Status of any Publicly Announced New Product or Service.
--------------------------------------------------------
None; not applicable.
Competitive Business Conditions.
--------------------------------
Management believes that there are literally thousands of blank check or
shell companies engaged in endeavors similar to those planned to be engaged in
by us; many of these companies have substantial current assets and cash
reserves. Competitors also include thousands of other publicly-held companies
whose business operations have proven unsuccessful, and whose only viable
business opportunity is that of providing a publicly-held vehicle through
which a private entity may have access to the public capital markets. There
is no reasonable way to predict the competitive position of our Company or any
other entity in the strata of these endeavors; however, our Company, having
limited assets and cash reserves, will no doubt be at a competitive
disadvantage in competing with entities which have recently completed IPO's,
have significant cash resources and have recent operating histories when
compared with the complete lack of any substantive operations by us for the
past several years.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
----------
None; not applicable.
Dependence on One or a Few Major Customers.
-------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
------------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or Services.
---------------------------------------------------------------------
Because we currently produce no products or services, we are not
presently subject to any governmental regulation in this regard, except
applicable securities laws, rules and regulations, as outlined above and under
the heading below. However, in the event that we engage in any business
endeavor or complete any merger or acquisition transaction with an entity that
engages in governed activities, we will become subject to all governmental
approval requirements to which the business or the merged or acquired entity
is subject.
Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------
The integrated disclosure system for small business issuers adopted by
the Securities and Exchange Commission in Release No. 34-30968 and effective
as of August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer; is not an
investment company; and if a majority-owned subsidiary, the parent is also a
small business issuer; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25 million or more.
13
The Securities and Exchange Commission, state securities commissions
and NASAA have expressed an interest in adopting policies that will streamline
the registration process and make it easier for a small business issuer to
have access to the public capital markets. The present laws, rules and
regulations designed to promote availability to the small business issuer of
these capital markets and similar laws, rules and regulations that may be
adopted in the future will substantially limit the demand for blank check or
shell companies like us, and may make the use of these companies obsolete.
We are also subject to the Sarbanes-Oxley Act of 2002. This Act creates
a strong and independent accounting oversight board to oversee the conduct of
auditors of public companies and strengthens auditor independence. It also
requires steps to enhance the direct responsibility of senior members of
management for financial reporting and for the quality of financial
disclosures made by public companies; establishes clear statutory rules to
limit, and to expose to public view, possible conflicts of interest affecting
securities analysts; creates guidelines for audit committee members'
appointment, and compensation and oversight of the work of public companies'
auditors; prohibits certain insider trading during pension fund blackout
periods; and establishes a federal crime of securities fraud, among other
provisions.
Section 14(a) of the Exchange Act requires all companies with securities
registered pursuant to Section 12(g) of the Exchange Act to comply with the
rules and regulations of the Securities and Exchange Commission regarding
proxy solicitations, as outlined in Regulation 14A. Matters submitted to
stockholders of our Company at a special or annual meeting thereof or pursuant
to a written consent will require our Company to provide our stockholders with
the information outlined in Schedules 14A or 14C of Regulation 14; preliminary
copies of this information must be submitted to the Securities and Exchange
Commission at least 10 days prior to the date that definitive copies of this
information are forwarded to our stockholders.
We are also required to file annual reports on Form 10-KSB and quarterly
reports on Form 10-QSB with the Securities Exchange Commission on a regular
basis, and will be required to timely disclose certain material events (e.g.,
changes in corporate control; acquisitions or dispositions of a significant
amount of assets other than in the ordinary course of business; and
bankruptcy) in a Current Report on Form 8-K12G3.
If we are acquired by a non-"reporting issuer" under the Exchange Act, we
will be subject to the "back-door registration" requirements of the Securities
and Exchange Commission that will require us to file a Current Report on Form
8-K12G3 that will include all information about such non-"reporting issuer" as
would have been required to be filed by that entity had it filed a Form 10 or
Form 10SB Registration Statement with the Securities and Exchange Commission.
The Securities and Exchange Commission proposed on April 13, 2004, that any
acquisition that will result in our Company no longer being a blank check or
shell company will require us to include all information about the acquired
company as would have been required to be filed by that entity had it filed a
Form 10 or Form 10SB Registration Statement with the Securities and Exchange
Commission.
We are also prohibited from utilizing Form S-8 for the registration of
our securities until we have not been a shell company for at least 60 days.
14
Research and Development.
-------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by us as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to us for
acquisition, reorganization or merger.
Number of Employees.
--------------------
None.
Item 2. Description of Property.
---------------------------------
Our Company has no property or assets; its principal executive office
address and telephone number are the business office address and telephone
number of David C. Merrell, our Company's President, which are provided at no
cost to the Company. See Part I, Item 1.
Item 3. Legal Proceedings.
---------------------------
Our Company is not the subject of any pending legal proceedings; and to
the knowledge of management, no proceedings are presently contemplated against
our Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive officer
is party to any action in which any has an interest adverse to our Company.
Item 4. Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------
We filed a Definitive Information Statement regarding our Amended and
Restated Articles of Incorporation on November 4, 2004. See Part III, Item
13.
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities.
-----------------------------------------------
Market Prices and Bid Information for Common Stock.
---------------------------------------------------
Our common stock is quoted on the National Association of Securities
Dealers Electronic Bulletin Board under the symbol "CPRY." Set forth below
are the high and low closing bid prices for our common stock for each quarter
from when our quotations commenced on May 26, 2005. These bid prices were
obtained from Pink Sheets, LLC, formerly known as the "National Quotation
Bureau, LLC," All prices listed herein reflect inter-dealer prices, without
retail mark-up, mark-down or commissions and may not represent actual
transactions.
15
Quarter Ended High Bid Low Bid
------------- -------- -------
May 26, 2005 through
July 31, 2005 $0.10 $0.10
August 1, 2005 through
October 31, 2005 $0.12 $0.10
We cannot guarantee that the present market for our common stock will
continue or be maintained, and the resale of "restricted securities " pursuant
to Rule 144 of the Securities and Exchange Commission may substantially reduce
the market price of our common stock.
A minimum holding period of one year is required for resales under Rule
144, along with other pertinent provisions, including publicly available
information concerning our Company; limitations on the volume of restricted
securities which can be sold in any ninety (90) day period; the requirement of
unsolicited broker's transactions; and the filing of a Notice of Sale on Form
144.
Holders.
--------
The number of record holders of our Company's common stock as of the
fiscal year ended October 31, 2005, was approximately 681; these numbers
do not include an indeterminate number of stockholders whose shares are held
by brokers in street name. As of February 9, 2006, there were approximately
681 stockholders.
Dividends.
----------
There are no present material restrictions that limit the ability of
our Company to pay dividends on common stock or that are likely to do so in
the future. Our Company has not paid any dividends with respect to its
common stock, and does not intend to pay dividends in the foreseeable
future.
Recent Sales of Restricted Securities.
----------------------------------------
There have been no sales of restricted securities or other securities
by us during the past three fiscal years or to the date hereof.
Use of Proceeds of Registered Securities.
-----------------------------------------
There were no proceeds received during the calendar year ended October
31, 2005, for the sale of registered securities.
16
Restrictions of Sales of Certain Restricted Securities.
---------------------------------------------------------
David C. Merrell, our current President and a director, and who
beneficially owns 1,640,000 shares or 79.8% of our outstanding voting
securities through Chiricahua Company, LLC, has executed and delivered a
Registration Agreement pursuant to which he has agreed that no resale of these
shares can be made unless made pursuant to a registration statement filed with
the Securities and Exchange Commission; or a no action letter issued by the
Securities and Exchange Commission; or an order of a federal or state court
that determines that registration is not required for the resale of such
shares. A copy of this Registration Agreement was attached to our 10-KSB
Annual Report for the fiscal year ended October 31, 2004, and is incorporated
herein by reference. See Part III, Item 13.
Generally, restricted securities can be resold under Rule 144 once they
have been held for at least one year (subparagraph (d) thereof), provided that
the issuer of the securities satisfies the "current public information"
requirements (subparagraph (c)) of the Rule; no more than 1% of the
outstanding securities of the issuer are sold in any three month period
(subparagraph (e)); the seller does not arrange or solicit the solicitation of
buyers for the securities in anticipation of or in connection with the sale
transactions or does not make any payment to anyone in connection with the
sales transactions except the broker dealer who executes the trade or trades
in these securities (subparagraph (f)); the shares are sold in "broker's
transactions" only (subparagraph (g)); the seller files a Notice on Form 144
with the Securities and Exchange Commission at or prior to the sales
transactions (subparagraph (h)); and the seller has a bona fide intent to sell
the securities within a reasonable time of the filing. Once two years have
lapsed, assuming the holder of the securities is not an "affiliate" of the
issuer, unlimited sales can be made without further compliance with the terms
and provisions of Rule 144. All restricted securities of the Company have
been held for in excess of one year.
In January, 2000, Richard K. Wulff, the Chief of the Securities and
Exchange Commission's Office of Small Business, wrote a letter to Ken Worm,
the Assistant Director of the OTC Compliance Unit of NASD Regulation, Inc.
Many members of the securities community have come to refer to that letter as
the "Wulff Letter." The full text of the Wulff Letter can be examined in the
CCH Federal Securities Law Reporter, 1990-2000 Decisions, Paragraph No.
77,681, issued under the name "NASD Regulation, Inc."
The Wulff Letter was written in response to a request for guidance from
Mr. Worm. In his request, Mr. Worm had referred to several situations in
which non-affiliate stockholders of blank check or shell companies had sought
to treat their shares as free trading or unrestricted securities. As defined
in the Wulff Letter, a blank check or shell company is "a development stage
company that has no specific business plan or purpose or has indicated its
business plan is to engage in a merger or acquisition with an unidentified
company or companies, or other entity or person."
Citing the concerns of the United States Congress and the Securities and
Exchange Commission over potential fraud and market manipulations involving
blank check or shell companies, the Wulff Letter stated that promoters and
affiliates of blank check or shell companies, as well as transferees of their
securities, are "underwriters" with respect to such securities. Accordingly,
transactions in these companies' securities by promoters, affiliates or their
transferees do not fall within the scope of the Rule 144 "safe harbor" resales
for securities that have been beneficially owned for at least one year and
that satisfy informational and certain other requirements of the Rule, or the
Section 4(1) exemption from registration for resales under the Securities Act,
that exempts sales by persons other than "an issuer, underwriter or a dealer."
As a result, it is the position of the Securities and Exchange Commission that
these securities may be resold by these persons only pursuant to registration
17
under the Securities Act. According to the Wulff Letter, this restriction
would continue to apply even after the blank check or shell company completes
a merger or acquisition transaction with an operating entity. We take no
position as to whether the Securities and Exchange Commission has the
authority to abate the exemption from registration under the Securities Act in
Section 4(1), which is a statutory exemption for "routine trading
transactions; however, Mr. Merrell has agreed not to publicly resell his
securities (in any private sale, the purchaser would be required to
acknowledge the following restrictions) without registration under the
Securities Act; or the receipt of a "no action" letter from the Securities and
Exchange Commission indicating that registration is not required and that
there is an available exemption from registration under the Securities Act for
the resale of these securities; or there is a declaratory judgment by a
federal or state court indicating that registration is not required for resale
of these securities and that there is an available exemption from registration
under the Securities Act for the resale of these securities. Mr. Merrell has
no current intention to seek any court order respecting the availability
of an exemption under the Securities Act to resell his securities.
These restrictions will also apply to transferees of Mr. Merrell's
securities or any securities of persons who may be deemed to be our
promoters or "affiliates," too. We believe that this pronouncement will be
liberally construed by the Securities and Exchange Commission to promote the
concerns set forth in the Wulff Letter. An "affiliate" includes all directors
and executive officers of an issuer, along with 10% stockholders, and includes
persons controlling, controlled by or under common control of an issuer; a
promoter is generally defined as anyone involved in the formation of an
issuer, and that may include finder's and others in similar capacities, who
introduce acquisition candidates to us.
Securities Authorized for Issuance under Equity Compensation Plans.
-------------------------------------------------------------------
We have no equity compensation plans.
Purchases of Company Equity Securities.
---------------------------------------
There were no purchases of our equity securities by us or any affiliated
purchasers during the calendar year ended October 31, 2005.
Item 6. Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------
Plan of Operation.
------------------
Our Company has not engaged in any material operations during the year
ended October 31, 2005, or since 1981.
Our Company's plan of operation for the next 12 months is to:(i)
consider guidelines of industries in which our Company may have an interest;
(ii) adopt a business plan regarding engaging in business in any selected
industry; and (iii) to commence such operations through funding and/or the
acquisition of a "going concern" engaged in any industry selected.
Our Company's only foreseeable cash requirements during the next 12
months will relate to maintaining our Company in good standing in the State
of Delaware, as well as legal and accounting fees. Management does not
anticipate that our Company will have to raise additional funds during the
next 12 months.
Item 7. Financial Statements.
------------------------------
18
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
OCTOBER 31, 2005
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
CONTENTS
Reports of Independent Registered Public Accounting Firms
1
Balance Sheet, October 31, 2005 2
Statements of Operations, for the years ended October 31, 2005
and 2004 and from the re-entering of development stage on
November 19, 1997 through October 31, 2005 3
Statement of Stockholders' Equity (Deficit), from the re-entering
of development stage on November 19, 1997 through October 31, 2005 4 - 5
Statements of Cash Flows, for the years ended October 31, 2005
and 2004 and from the re-entering of development stage on
November 19, 1997 through October 31, 2005 6
Notes to the Financial Statements 7 - 10
Child, Van Wagoner & Bradshaw, PLLC [Letterhead}
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Officers and Directors
Commercial Property Corporation
Salt Lake City, Utah
We have audited the accompanying balance sheet of Commercial Property
Corporation (a Delaware development stage company) as of October 31, 2005, and
the related statements of operations, stockholders' deficit, and cash flows
for the year ended October 31, 2005. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board ( United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Commercial Property
Corporation as of October 31, 2005, and the results of its operations,
stockholders' deficit, and its cash flows for the year ended October 31, 2005,
in conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 5 to the financial statements, the Company is in the development stage,
and has no established source of revenue to sustain operations. These factors
raise substantial doubt that the Company will be able to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Child, Van Wagoner & Bradshaw, PLLC
Certified Public Accountants
Salt Lake City, Utah
February 7, 2006
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
COMMERCIAL PROPERTY CORPORATION
Salt Lake City, Utah
We have audited the accompanying statements of operations, stockholders'
equity (deficit) and cash flows of Commercial Property Corporation [a
development stage company] for the year ended October 31, 2004 and for the
period from the re-entering of development stage on November 19, 1997 through
October 31, 2004. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Commercial
Property Corporation [a development stage company] for the year ended October
31, 2004 and for the period from the re-entering of development stage on
November 19, 1997 through October 31, 2004, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 5 to the financial
statements, the Company has no on-going operations and has current liabilities
in excess of current assets. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. Management's plans in
regards to these matters are also described in Note 5. The financial
statements do not include any adjustments that might result from the outcome
of these uncertainties.
/s/Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
January 24, 2005
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
BALANCE SHEETS
ASSETS
October 31,
2005
___________
CURRENT ASSETS:
Cash $ -
___________
Total Current Assets -
-----------
$ -
___________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 38,142
Advances from shareholder 23,828
___________
Total Current Liabilities 61,970
___________
COMMITMENTS AND CONTINGENCIES
[See Note 7] -
___________
Total Liabilities 61,970
___________
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value,
10,000,000 shares authorized,
no shares issued and outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
2,054,652 shares issued and
outstanding 2,055
Capital in excess of par value 2,030,067
Retained deficit (2,011,964)
Deficit accumulated during the
development stage (82,128)
___________
Total Stockholders' Equity (Deficit) (61,970)
____________
$ -
____________
The accompanying notes are an integral part of these financial statements.
F-2
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
Statements of Operations
From the
Re-entering of
For the Development Stage
Year Ended on November 19,
October 31, 1997 Through
______________________ October 31,
2005 2004 2005
__________ __________ ____________
REVENUE $ - $ - $ -
EXPENSES:
General and administrative 23,620 23,550 (82,128)
__________ __________ ____________
LOSS FROM OPERATIONS (23,620) (23,550) (82,128)
CURRENT INCOME TAX EXPENSE - - -
DEFERRED INCOME TAX EXPENSE - - -
__________ __________ ____________
NET LOSS $ (23,620) $ (23,550) $ (82,128)
__________ __________ ____________
LOSS PER COMMON SHARE $ (.01) $ (.01)
__________ __________
The accompanying notes are an integral part of these financial statements.
F-3
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM RE-ENTERING OF DEVELOPMENT STAGE ON
NOVEMBER 19, 1997 THROUGH OCTOBER 31, 2005
Preferred Stock Common Stock
___________________ __________________
Shares Amount Shares Amount
________ ______ ________ ________
BALANCE, November 19, 1997 - - 50,520 $ 50
Capital contribution - - - -
Issued 102,500 shares of common
stock for services rendered valued
$10,250, or $.10 per share,
March 1998 - - 205,000 205
Issued 28,316 shares of common
stock for fractional shares
conjunction with reverse split,
April 1998 - - 56,632 57
Issued 871,250 shares of common
stock for services rendered valued
at $8,713, or $.01 per share,
April 1998 - - 1,742,500 1,743
Net loss for the period ended
October 31, 1998 - - - -
________ ______ ________ ________
BALANCE, October 31, 1998 - - 2,054,652 2,055
Capital contribution - - - -
Net loss for the year ended
October 31, 1999 - - - -
________ ______ ________ _______
BALANCE, October 31, 1999 - - 2,054,652 2,055
Net loss for the year ended
October 31, 2000 - - - -
________ ______ ________ _______
BALANCE, October 31, 2000 - - 2,054,652 2,055
Net loss for the year ended
October 31, 2001 - - - -
________ ______ ________ _______
BALANCE, October 31, 2001 - - 2,054,652 2,055
Net loss for the year ended
October 31, 2002 - - - -
[CONTINUED]
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM RE-ENTERING OF DEVELOPMENT STAGE ON
NOVEMBER 19, 1997 THROUGH OCTOBER 31, 2005
Deficit
Accumulated
Capital in During the
Excess of Retained Development
Par Value Deficit Stage
__________ _______ __________
BALANCE, November 19, 1997 $ 2,011,914 $ (2,011,964) -
Capital contribution 695 - -
Issued 102,500 shares of
common stock for services
rendered valued $10,250,
or $.10 per share,
March 1998 10,045 - -
Issued 28,316 shares of
common stock for fractional
shares conjunction with
reverse split, April 1998 (57) - -
Issued 871,250 shares of
common stock for services
rendered valued at $8,713,
or $.01 per share, April 1998 6,970 - -
Net loss for the period ended
October 31, 1998 - - (19,658)
__________ _______ __________
BALANCE, October 31, 1998 2,029,567 (2,011,964) (19,658)
Capital contribution 500 - -
Net loss for the year ended
October 31, 1999 - - (875)
__________ _______ __________
BALANCE, October 31, 1999 2,030,067 (2,011,964) (20,533)
Net loss for the year ended
October 31, 2000 - - (3,186)
__________ _______ __________
BALANCE, October 31, 2000 2,030,067 (2,011,964) (23,719)
Net loss for the year ended
October 31, 2001 - - (250)
__________ _______ __________
BALANCE, October 31, 2001 2,030,067 (2,011,964) (23,969)
Net loss for the year ended
October 31, 2002 - - (1,121)
__________ _______ __________
F-4
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM RE-ENTERING OF DEVELOPMENT STAGE ON
NOVEMBER 19, 1997 THROUGH OCTOBER 31, 2005
[Continued]
Preferred Stock Common Stock
___________________ __________________
Shares Amount Shares Amount
________ ______ ________ ________
BALANCE, October 31, 2002 - - 2,054,652 2,055
Net loss for the year ended
October 31, 2003 - - - -
________ ______ ________ _______
BALANCE, October 31, 2003 - - 2,054,652 2,055
Net loss for the year ended
October 31, 2004 - - - -
________ ______ ________ _______
BALANCE, October 31, 2004 - - 2,054,652 2,055
Net loss for the year ended
October 31, 2005 - - - -
________ ______ ________ _______
BALANCE, October 31, 2005 - $ - 2,054,652 $ 2,055
{CONTINUED]
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM RE-ENTERING OF DEVELOPMENT STAGE ON
NOVEMBER 19, 1997 THROUGH OCTOBER 31, 2005
[Continued]
Deficit
Accumulated
Capital in During the
Excess of Retained Development
Par Value Deficit Stage
__________ _______ __________
BALANCE, October 31, 2002 2,030,067 (2,011,964) (25,090)
Net loss for the year ended
October 31, 2003 - - (9,868)
__________ _______ __________
BALANCE, October 31, 2003 2,030,067 (2,011,964) (34,958)
Net loss for the year ended
October 31, 2004 - - (23,550)
__________ _______ __________
BALANCE, October 31, 2004 2,030,067 (2,011,964) (58,508)
Net loss for the year ended
October 31, 2005 - - (23,620)
__________ _______ __________
BALANCE, October 31, 2005 $2,030,067 $(2,011,964) $ (82,128)
__________ _______ __________
The accompanying notes are an integral part of these financial statements.
F-5
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
From the
Re-entering of
For the Development Stage
Year Ended on November 19,
October 31, 1997 Through
______________________ October 31,
2005 2004 2005
__________ __________ ____________
Cash Flows from Operating Activities:
Net loss $ (23,620) $ (23,550) $ (82,128)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Stock issued for services rendered - - 18,963
Changes in assets and liabilities:
Increase in accounts payable 5,955 21,963 38,142
__________ __________ ____________
Net Cash (Used) by Operating
Activities (17,665) (1,587) (25,023)
__________ __________ ____________
Cash Flows from Investing Activities:
Net Cash Provided by Investing
Activities - - -
__________ __________ ____________
Net Cash (Used) by Investing
Activities - - -
__________ __________ ____________
Cash Flows from Financing Activities:
Capital contributions - - 1,195
Advances from related party 17,665 1,587 23,828
__________ __________ ____________
Net Cash Provided by Financing
Activities 17,665 1,587 25,023
__________ __________ ____________
Net Increase (Decrease) in Cash - - -
Cash at Beginning of Period - - -
__________ __________ ____________
Cash at End of Period $ - $ - $ -
__________ __________ ____________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Non-cash Investing and Financing Activities:
From the re-entering of development stage on November 19, 1997 through
October 31, 2005:
In April 1998, the Company issued 1,742,500 shares of common stock for
services rendered valued at $8,713.
In March 1998, the Company issued 205,000 shares of common stock for
services rendered valued at $10,250.
The accompanying notes are an integral part of these financial statements.
F-6
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Commercial Property Corporation ("the Company") was
organized under the laws of the State of Delaware on November 15, 1955
as Inland Mineral Resources Corp., but later changed its name to Parker-
Levitt Corporation. The Company has been known as Commercial Property
Corporation since 1977. The Company was previously engaged in various
real estate and development projects. The Company had entered into
several business acquisitions with subsidiaries and held various limited
partnership interests. The operations of the Company were not
successful and the Company discontinued the majority of its operations
by 1981. In 1984, the Company had its corporate charter canceled by the
State of Delaware. In 1997, the Company issued common stock which
resulted in a change in control. The Company is considered to have re-
entered into a new development stage on November 19, 1997. In June
2003, the Company was reinstated with the State of Delaware. The
Company is presently an inactive shell pursuing a suitable business
opportunity. Any transaction with an operating company will likely be
structured similar to a reverse acquisition in which a controlling
interest in the Company will be acquired by the successor operation. In
such a transaction, the shareholders of the Company will likely own a
minority interest in the combined company after the acquisition and
present management of the Company will likely resign and be replaced by
the principals of the operating company.
Development Stage - The Company is considered a development stage
company as defined in Statement of Financial Accounting Standards No. 7.
Cash and Cash Equivalents - The Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
Income Taxes -The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" which requires an asset/liability approach for the effect
of income taxes [See Note 3].
Loss Per Share - The computation of loss per share is based on the
weighted average number of shares outstanding during the period
presented in accordance with Statement of Financial Accounting Standards
No. 128, "Earnings Per Share" [See Note 6].
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those
estimated.
F-7
COMMERCIAL PROPERTY CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards ("SFAS") No. 151, "Inventory Costs - an amendment
of ARB No. 43, Chapter 4", SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions - an amendment of FASB Statements No. 66 and
67", SFAS No. 153, "Exchanges of Nonmonetary Assets - an amendment of
APB Opinion No. 29", SFAS No. 123 (revised 2004), "Share-Based Payment",
and SFAS No. 154, "Accounting Changes and Error Corrections - a
replacement of APB Opinion No. 20 and FASB Statement No. 3", were
recently issued. SFAS No. 151, 152, 153, 123 (revised 2004) and 154
have no current applicability to the Company or their effect on the
financial statements would not have been significant.
Restatement - In March 2005, the Company effected a 2-for-1 forward
stock split. The financial statements have been restated, for all
periods presented, to reflect the stock splits and change in par value
[See Note 2].
In April 1998, the Company effected a 100-for-1 reverse stock split. In
December 2004, the Company amended its articles of incorporation to
change the common stock par value. The financial statements have been
restated, for all periods presented, to reflect the stock split and
change in par value [See Note 2].
Reclassification - The financial statements for years prior to October
31, 2005 have been reclassified to conform to the headings and
classifications used in the October 31, 2005 financial statements.
NOTE 2 - CAPITAL STOCK
Preferred Stock In December 2004, the Company amended its articles of
incorporation to authorize 10,000,000 shares of preferred stock, $.001
par value, with such rights, preferences and designations and to be
issued in such series as determined by the Board of Directors. No
shares are issued and outstanding at October 31, 2005.
Common Stock - In March 1998, the Company issued 205,000 shares of its
previously authorized but unissued common stock for services valued at
$10,250. The stock issuance resulted in a change of control of the
Company. The former officers and directors resigned and new officers
and directors were appointed.
In April 1998, the Company effected a 100-for-1 reverse stock split. No
shareholder was to be reduced to less than 50 shares; therefore, an
additional 56,632 shares were issued in conjunction with the reverse
split. The financial statements have been restated, for all periods
presented, to reflect the stock split.
In April 1998, the Company issued 1,742,500 shares of its previously
authorized but unissued common stock for services valued at $8,713.
F-8
COMMERCIAL PROPERTY CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - CAPITAL STOCK [Continued]
In December 2004, the Company amended its articles of incorporation to
authorize 50,000,000 shares of common stock with $.001 par value.
Previously, the Company had authorized 3,000,000 shares of common stock
with $.01 par value. The financial statements have been restated for
all periods presented to reflect the change in par value.
In March 2005, the Company effected a 2-for-1 forward stock split. The
financial statements have been restated, for all periods presented, to
reflect the stock split.
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes".
SFAS No. 109 requires the Company to provide a net deferred tax
asset/liability equal to the expected future tax benefit/expense of
temporary reporting differences between book and tax accounting methods
and any available operating loss or tax credit carry forwards. At
October 31, 2005 and 2004, respectively, the Company had available
unused operating loss carry forwards of approximately $82,100 and
$58,500, which may be applied against future taxable income and which
expire in various years through 2025.
The amount of and ultimate realization of the benefits from the
operating loss carry forwards for income tax purposes is dependent, in
part, upon the tax laws in effect, the future earnings of the Company
and other future events, the effects of which cannot be determined.
Because of the uncertainty surrounding the realization of the loss carry
forwards, the Company has established a valuation allowance equal to the
tax effect of the loss carry forwards and, therefore, no deferred tax
asset has been recognized for the loss carry forwards. The net deferred
tax assets are approximately $12,300 and $8,800 as of October 31, 2005
and 2004, respectively, with an offsetting valuation allowance of the
same amount resulting in a change in the valuation allowance of
approximately $3,500 and $3,600, during the years ended October 31, 2005
and 2004, respectively.
NOTE 4 - RELATED PARTY TRANSACTIONS
Advances - An officer/shareholder of the Company has paid expenses
totaling $23,828 on behalf of the Company. The advances are due on
demand and bear no interest.
Management Compensation - During the years ended October 31, 2005 and
2004, the Company did not pay any compensation to its officers and
directors.
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use his
home as a mailing address, as needed, at no expense to the Company.
F-9
COMMERCIAL PROPERTY CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of
America, which contemplate continuation of the Company as a going
concern. However, the Company has no on-going operations and has
current liabilities in excess of current assets. These factors raise
substantial doubt about the ability of the Company to continue as a
going concern. In this regard, management is proposing to raise any
necessary additional funds not provided by operations through loans or
through sales of its common stock or through a possible business
combination with another company. There is no assurance that the
Company will be successful in raising this additional capital or in
establishing profitable operations. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
NOTE 6 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
For the
Year Ended
October 31,
______________________
2005 2004
______________________
Loss available to common shareholders
(numerator) $(23,620) $ (23,550)
______________________
Weighted average number of common
shares outstanding used in loss per share
during the period (denominator) 2,054,652 2,054,652
______________________
Dilutive loss per share was not presented, as the Company had no common
equivalent shares for all periods presented that would effect the
computation of diluted loss per share.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company has not been active for 20 years, since it discontinued its
real estate operations. Management believes that there are no valid
outstanding liabilities from prior operations. If a creditor were to come
forward and claim a liability, the Company has committed to contest the
claim to the fullest extent of the law. Due to various statutes of
limitations and because the likelihood that a 20-year old liability would
not still be valid, no amount has been accrued in these financial
statements.
F-10
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
---------------------
Pritchett Siler & Hardy, Certified Public Accountants, of Salt Lake City,
Utah, ("Pritchett Siler & Hardy") audited our financial statements for the
previous two fiscal years ended October 31, 2004, and 2003. These financial
statements accompanied our Annual Reports on Form 10-KSB for the fiscal years
ended October 31, 2004, and 2003, which were previously filed with the
Securities and Exchange Commission and which are incorporated herein by
reference.
Our Board of Directors dismissed Pritchett Siler & Hardy as our auditors
on February 6, 2006, but maintained them as our in-house accountants.
There were no disagreements between us and Pritchett Siler & Hardy during
our two most recent fiscal years, or the interim period the date of their
dismissal, whether resolved or not resolved, on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which, if not resolved, would have caused Pritchett Siler & Hardy
to make reference to the subject matter of the disagreement in connection with
its reports.
The reports of Pritchett Siler & Hardy did not contain any adverse
opinion or disclaimer of opinion, and, were not qualified or modified as to
uncertainty, audit scope or accounting principles, except for a "going
concern" qualification.
On February 6, 2006, our Board of Directors unanimously resolved to
engage Child, Van Wagoner & Bradshaw, PLLC, Certified Public Accountants, of
Salt Lake City, Utah, ("Child, Van Wagoner & Bradshaw") to serve as our new
independent auditors.
During our two most recent fiscal years and since then, we have not
consulted Child, Van Wagoner & Bradshaw regarding the application of
accounting principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on our financial
statements or any other financial presentation
whatsoever.
See our 8-K, our 8-KA-1 and our 8-K-2 Current Reports that were filed
with the Securities and Exchange Commission regarding this change of auditors
and which are incorporated herein by reference. See Part III, Item 13.
Item 8(a). Controls and Procedures.
------------------------------------
As of the end of the period covered by this Quarterly Report, we carried
out an evaluation, under the supervision and with the participation of our
President and Secretary/Treasurer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this
evaluation, our President and Chief Financial Officer concluded that our
disclosure controls and procedures are effectively designed to ensure that
information required to be disclosed or filed by us is recorded, processed or
summarized, within the time periods specified in the rules and regulations of
the Securities and Exchange Commission. It should be noted that the design of
any system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote. In addition, we reviewed our internal
controls, and there have been no significant changes in our internal controls
or in other factors that could significantly affect those controls subsequent
to the date of their last evaluation.
19
Item 8(b). Other Information.
------------------------------
See Item 8, above.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
Identification of Directors and Executive Officers.
---------------------------------------------------
The following table sets forth the names and the nature of all
positions and offices held by all directors and executive officers of our
Company for the fiscal years ending October 31, 2005, and 2004, and to the
date hereof, and the period or periods during which each such director or
executive officer served in his or her respective positions.
Date of Date of
Positions Election or Termination
Name Held Designation Resignation
---- ---- ----------- -----------
David C. Merrell President 11/97 *
Director 11/97 *
Corie Merrell Director 11/97 10/04
Secretary/ 11/97 10/04
Treasurer
Kristine M. Rogers Director 10/04 *
Secretary/ 10/04 *
Treasurer 10/04 *
* These persons presently serve in the capacities
indicated opposite their respective names.
Term of Office.
---------------
The term of office of the current directors continues until the annual
meeting of stockholders, which has been scheduled by the Board of Directors to
be held in November of each year. The annual meeting of the Board of
Directors immediately follows the annual meeting of stockholders, at which
officers for the coming year are elected.
Business Experience.
--------------------
David C. Merrell, Director and President. Mr. Merrell is 47 years of age.
Since 1989, he has been the owner of DCM Finance, a Salt Lake City based
finance company which makes and brokers real estate loans. Mr. Merrell
received his Bachelor of Science degree in Economics from the University of
Utah in 1981.
Kristine M. Rogers, Esq., Director and Secretary/Treasurer. Ms. Rogers is
51 years of age. She received her B. S. degree with Honors from Utah State
University in 1987 and her Juris Doctorate degree from the University of Utah
College of Law in 1994. She was a trial attorney from 1994 to 1998 with the
Salt Lake Legal Defender Association, and from 1999 to the present, she has
been a sole practitioner in Salt Lake City, Utah.
20
Family Relationships.
---------------------
David C. Merrell and Kristine M. Rogers are brother and sister.
Involvement in Certain Legal Proceedings.
-----------------------------------------
Except as indicated below and to the knowledge of management, during the
past five years, no present or former director, person nominated to become a
director, executive officer, promoter or control person of our Company:
(1) Was a general partner or executive officer of any business
by or against which any bankruptcy petition was filed,
whether at the time of such filing or two years prior
thereto;
(2) Was convicted in a criminal proceeding or named the
subject of a pending criminal proceeding (excluding
traffic violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court
of competent jurisdiction, permanently or temporarily
enjoining him from or otherwise limiting, the following
activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction
merchant, associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or
dealer in securities, or as an affiliated person,
director or employee of any investment company,
bank, savings and loan association or insurance
company, or engaging in or continuing any conduct or
practice in connection with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the
purchase or sale of any security or commodity or in
connection with any violation of federal or state
securities laws or federal commodities laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any
federal or state authority barring, suspending or
otherwise limiting for more than 60 days the right of such
person to engage in any activity described above under
this Item, or to be associated with persons engaged in any
such activity;
21
(5) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to
have violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently
reversed, suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the
judgment in such civil action or finding by the Commodity
Futures Trading Commission has not been subsequently
reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
To our knowledge, during our past fiscal year and since then, all filings
required to be made by members of management or others pursuant to Section
16(a) of the Exchange Act have been duly filed with the Securities and
Exchange Commission.
Audit Committee.
----------------
We have no audit committee, and we are not required to have an audit
committee; we do not believe the lack of an audit committee will have any
adverse effect on our financial statements, based upon our current lack of any
business operations. We will assess whether an audit committee may be
necessary in the future. Following the entry into any business or the
completion of any acquisition, merger or reorganization, a further review of
this issue will no doubt be necessitated and undertaken by new management.
Compensation Committee.
-----------------------
We have not established a Compensation Committee because, due to our lack
of operations and the fact that we only have two directors and executive
officers, we believe that we are able to effectively manage the issues
normally considered by a Compensation Committee. Following the entry into any
business or the completion of any acquisition, merger or reorganization, a
further review of this issue will no doubt be necessitated and undertaken by
new management.
Nominating and Corporate Governance Committee.
----------------------------------------------
We have not established a Nominating and Corporate Governance Committee
because, due to our lack of operations and the fact that we only have two
directors and executive officers, we believe that we are able to effectively
manage the issues normally considered by a Nominating and Corporate Governance
Committee. Following the entry into any business or the completion of any
acquisition, merger or reorganization, a further review of this issue will no
doubt be necessitated and undertaken by new management.
Code of Ethics.
---------------
We have adopted a Code of Ethics and it was attached as Exhibit 14
to our 10-KSB Annual Report for the fiscal year ended October 31, 2004. See
Part III, Item 13.
22
Item 10. Executive Compensation.
--------------------------------
Cash Compensation.
------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or other all
principal periods Annual restricted option/ LTIP other
position Ended $ $ Compen- Stock SAR's PayoutsCompen-
Salary Bonus sation awards$ # $ sation$
----------------------------------------------------------------------------
David C. 10/31/05 0 0 0 0 0 0 0
Merrell 10/31/04 0 0 0 0 0 0 0
President 10/31/03 0 0 0 0 0 0 0
Director
Kristine M. 10/31/05 0 0 0 0 0 0 0
Rogers 10/31/04 0 0 0 0 0 0 0
Sec/Tres
Director
Stock Option Plans.
-------------------
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to our Company's management during the
fiscal years ending October 31, 2005 and 2004, or the period ending on the
date of this Annual Report. Further, no member of our Company's management
has been granted any option or stock appreciation right; accordingly, no
tables relating to such items have been included within this Item.
Compensation of Directors.
--------------------------
There are no standard arrangements pursuant to which our Company's
directors are compensated for any services provided as director. No
additional amounts are payable to our Company's directors for committee
participation or special assignments.
There are no arrangements pursuant to which any of our Company's
directors was compensated during our Company's last completed fiscal year
or the previous two fiscal years for any service provided as director.
See the Summary Compensation Table of this Item.
Termination of Employment and Change of Control Arrangement.
------------------------------------------------------------
There are no compensatory plans or arrangements, including payments to
be received from our Company, with respect to any person named in the
Summary Compensation Table set out above which would in any way result in
payments to any such person because of his or her resignation, retirement or
other termination of such person's employment with our Company or its
subsidiaries, or any change in control of our Company, or a change in the
person's responsibilities following a change in control of our Company.
23
Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
------------------------------------------------
The following table sets forth the shareholdings of those persons who
own more than five percent of our Company's common stock as of October 31,
2005 and 2004, and to the date hereof:
Number and Percentage of
Shares Beneficially Owned
----------------------------
Name and Address 10/31/04 10/31/05 and Currently
---------------- -------- ----------------------
Chiricahua Company* 1,640,000 79.8% 1,640,000 79.8%
9005 Cobble Lane
Sandy, Utah 84093
TOTALS 1,640,000 79.8% 1,640,000 79.8%
* David C. Merrell is the sole owner of Chiricahua Company, and is
deemed to be the beneficial owner of these shares.
Security Ownership of Management.
---------------------------------
The following table sets forth the share holdings of our Company's
directors and executive officers as of October 31, 2005 and 2004, and to
the date hereof:
Number and Percentage of
Shares Beneficially Owned
----------------------------
Name and Address 10/31/04 10/31/05 and currently
---------------- -------- ----------------------
David C. Merrell* 1,640,000 79.8% 1,640,000 79.8%
9005 Cobble Lane
Sandy, Utah 84093
Kristine M. Rogers, Esq. -0- -0-
TOTALS 1,640,000 79.8% 1,640,000 79.8%
* David C. Merrell is the sole owner of Chiricahua Company, and is
deemed to be the beneficial owner of these shares.
Changes in Control.
-------------------
To the knowledge of management, there are no present arrangements or
pledges of our Company's securities which may result in a change in control.
24
Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------
Transactions with Management and Others.
----------------------------------------
There were no material transactions, or series of similar transactions,
during our Company's last three fiscal years, or any currently proposed
transactions, or series of similar transactions, to which our Company or any
of our subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any director, executive officer or any security
holder who is known to us to own of record or beneficially more than five
percent of any class of our common stock, or any member of the immediate
family of any of the foregoing persons, had an interest.
Certain Business Relationships.
-------------------------------
There were no material transactions, or series of similar transactions,
during our Company's last three fiscal years, or any currently proposed
transactions, or series of similar transactions, to which we or any of our
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any director, executive officer or any security holder
who is known to us to own of record or beneficially more than five percent of
any class of our common stock, or any member of the immediate family of any of
the foregoing persons, had an interest.
Indebtedness of Management.
---------------------------
There were no material transactions, or series of similar transactions,
during our Company's last three fiscal years, or any currently proposed
transactions, or series of similar transactions, to which we or any of our
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any director, executive officer or any security holder
who is known to us to own of record or beneficially more than five percent of
any class of our common stock, or any member of the immediate family of any of
the foregoing persons, had an interest.
Transactions with Promoters.
----------------------------
There were no material transactions, or series of similar transactions,
during our Company's last three fiscal years, or any currently proposed
transactions, or series of similar transactions, to which we or any of our
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any promoter or founder of ours or any member of the
immediate family of any of the foregoing persons, had an interest.
Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------
Reports on Form 8-K.
--------------------
8-K Current Report dated February 6, 2006, as amended, and filed with the
Securities and Exchange Commission on February 7, 2006 and February 8, 2006,
regarding our change in auditors.
Exhibits
Number
------
(i)
31.1 Certification of David C. Merrell.
31.2 Certification of Kristine M. Rogers.
32 906 Certification.
25
(ii)
8-K Current Report dated November 30, 2004, filed with the
Securities and Exchange Commission on December 23, 2004, regarding our Amended
and Restated Articles of Incorporation*
Amended and Restated Articles of Incorporation (Exhibit 3)*
Definitive Information Statement filed with the Securities and
Exchange Commission on November 4, 2004, regarding Amended and Restated
Articles of Incorporation - Part I*
10-KSB Annual Report for the fiscal year ended October 31, 2002 -
Part I*
10-KSB Annual Report for the fiscal year ended October 31, 2004 -
Part I*
Code of Ethics (Exhibit 14)*
Registration Agreement of David C. Merrell (Exhibit 99)*
*Previously filed and incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
---------------------------------------
The following is a summary of the fees billed to us by our principal
accountants during the fiscal years ended October 31, 2005 and 2004:
Fee category 2005 2004
------------ ---- ----
Audit fees $5,015 $6,000
Audit-related fees $0 $0
Tax fees $0 $ 310
All other fees $0 $0
------ ------
Total fees $5,015 $6,310
Audit fees. Consists of fees for professional services rendered by our
principal accountants for the audit of our annual financial statements and the
review of financial statements included in our Forms 10-QSB Quarterly Reports
or services that are normally provided by our principal accountants in
connection with statutory and regulatory filings or engagements.
Audit-related fees. Consists of fees for assurance and related services
by our principal accountants that are reasonably related to the performance of
the audit or review of Commercial Property's financial statements and are not
reported under "Audit fees."
Tax fees. Consists of fees for professional services rendered by our
principal accountants for tax compliance, tax advice and tax planning.
All other fees. Consists of fees for products and services provided by
our principal accountants, other than the services reported under "Audit
fees," "Audit-related fees" and "Tax fees" above.
26
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
COMMERCIAL PROPERTY CORPORATION
Date: 2/14/2006 By: /S/David C. Merrell
---------- ---------------------
David C. Merrell, President and
Director
Date: 2/14/2006 By: /S/Kristine M. Rogers
---------- -----------------------
Kristine M. Rogers, Secretary/Treasurer
and Director
In accordance with the Exchange Act, this Report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated:
COMMERCIAL PROPERTY CORPORATION
Date: 2/14/2006 By: /S/David C. Merrell
---------- ---------------------
David C. Merrell, President and
Director
Date: 2/14/2006 By: /S/Kristine M. Rogers
---------- -----------------------
Kristine M. Rogers, Secretary/Treasurer a
and Director
27