U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0000-4494
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Commercial Property Corporation
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(Exact name of small business issuer as specified 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 Office)
Issuer's Telephone Number, including Area Code: (801) 942-0555
N/A
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the Issuer (1) has filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Issuer 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
--- --- --- ---
Indicate by check mark whether the registrant is a shell company (as defined
by Rule 12b-2 of the Exchange Act) Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Issuer's classes
of common stock, as of the latest practicable date:
March 9, 2006
2,054,652
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Transitional small business disclosure format (check one): Yes X No
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements of the Commercial Property Corporation, a
Delaware corporation (the "Company," "we," "our" or words of similar import)
required to be filed with this 10-QSB Quarterly Report were prepared by
management, and commence on the following page, together with Related Notes.
In the opinion of management, the Financial Statements fairly present the
financial condition of the Registrant.
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
UNAUDITED CONDENSED FINANCIAL STATEMENTS
January 31, 2006
COMMERCIAL PROPERTY CORPORATION
[A Development Stage Company]
CONTENTS
PAGE
Unaudited Condensed Balance Sheet,
January 31, 2006 F-2
Unaudited Condensed Statements of Operations,
for the three months ended January 31, 2006
and 2005 and from the re-entering of
development stage on November 19, 1997
through January 31, 2006 F-3
Unaudited Condensed Statements of Cash Flows,
for the three months ended January 31, 2006
and 2005 and from the re-entering of
development stage on November 19, 1997
through January 31, 2006 F-4
Notes to Unaudited Condensed Financial Statements F-5 - F-8
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
January 31,
2006
CURRENT ASSETS
Cash $ -
------------
Total Current Assets $ -
------------
$ -
============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 34,986
Advances from shareholder 25,670
------------
Total Current Liabilities 60,656
------------
COMMITMENTS AND CONTINGENCIES
[See Note 7] -
------------
Total Liabilities 60,656
------------
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value, 10,000,000
shares authorized, no shares issued and
outstanding -
Common stock, $.001 par value, 50,000,000
shares authorized, 2,054,652 shares issued
and outstanding 2,055
Capital in excess of par value 2,033,097
Retained deficit (2,011,964)
Deficit accumulated during the development
stage (83,844)
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Total Stockholders' Equity (Deficit) (60,656)
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$ -
==========
The accompanying notes are an integral part of these unaudited condensed
financial statements.
F-2
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
From the
Re-entering of
For the Development Stage
Three Months Ended on November 19,
January 31, 1997 through
2006 2005 January, 31, 2006
REVENUE $ - $ - $ -
-------- -------- ---------
EXPENSES
General and administrative 1,716 5,272 83,844
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LOSS FROM OPERATIONS (1,716) (5,272) (83,844)
CURRENT INCOME TAX EXPENSE - - -
DEFERRED INCOME TAX EXPENSE - - -
-------- -------- ---------
NET LOSS $ (1,716) $ (5,272) $ (83,844)
======== ======== =========
LOSS PER COMMON SHARE $ (.00) $ (.01)
======== ========
The accompanying notes are an integral part of these unaudited condensed
financial statements.
F-3
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
From the
Re-entering of
For the Development Stage
Three Months Ended on November 19,
January 31, 1997 through
2006 2005 January 31, 2006
Cash Flows from Operating Activities:
Net loss $ (1,716) $ (5,272) $ (83,844)
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 (decrease) in accounts payable (126) (5,371) 38,016
--------- ---------- ---------
Net Cash (Used) by Operating
Activities (1,842) (10,643) (26,865)
--------- ---------- ---------
Cash Flows from Investing Activities - - -
--------- ---------- ---------
Net Cash Provided by Investing
Activities - - -
--------- ---------- ---------
Cash Flows from Financing Activities:
Capital contributions - - 1,195
Advances from related party 1,842 10,643 25,670
--------- ---------- ---------
Net Cash Provided by Financing
Activities 1,842 10,643 26,865
--------- ---------- ---------
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 Noncash Investing and Financing Activities:
From the re-entering of development stage on November 19, 1997 through
January 31, 2006:
In January 2006, a company paid legal fees of $3,030 on behalf of the
Company for an acquisition that was terminated. The payment was treated
as a contribution to capital.
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 unaudited condensed
financial statements.
F-4
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED 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.
Condensed Financial Statements - The accompanying financial statements
have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results
of operations and cash flows at January 31, 2006 and 2005 and for the
periods then ended have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles in the United States of America have been
condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and
notes thereto included in the Company's October 31, 2005 audited
financial statements. The results of operations for the periods ended
January 31, 2006 and 2005 are not necessarily indicative of the
operating results for the full year.
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.
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].
F-5
COMMERCIAL PROPERTY CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
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.
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",
SFAS No. 154, "Accounting Changes and Error Corrections - a replacement
of APB Opinion No. 20 and FASB Statement No. 3", and SFAS No. 155,
"Accounting for Certain Hybrid Financial Instruments an amendment of
FASB Statements No. 133 and 140", were recently issued. SFAS No. 151,
152, 153, 123 (revised 2004), 154 and 155 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 periods prior to January
31, 2006 have been reclassified to conform to the headings and
classifications used in the January 31, 2006 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 January 31, 2006.
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.
F-6
COMMERCIAL PROPERTY CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 - CAPITAL STOCK [Continued]
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.
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.
The Company incurred legal fees pursuant to an unsuccessful acquisition.
Upon termination of the acquisition in January 2006 the target company
paid $3,030 of legal fees on behalf of the Company. The payment has
been treated as a contribution of capital.
NOTE 3 - RELATED PARTY TRANSACTIONS
Advances - An officer/shareholder of the Company has paid expenses
totaling $25,670 on behalf of the Company. The advances are due on
demand and bear no interest.
Management Compensation - During the three months ended January 31, 2006
and 2005, 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.
NOTE 4 - 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.
F-7
COMMERCIAL PROPERTY CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 5 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
For the Three
Months Ended
January 31,
_________________________
2006 2005
______________________
Loss available to common shareholders
(numerator) $(1,716) $ (5,272)
______________________
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 6 - 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-8
Item 2. Management's Discussion and Analysis or Plan of Operation.
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Plan of Operation.
------------------
The Company has not engaged in any material operations since the
fiscal year ended October 31, 1981, or during the quarterly period ended
January 31, 2006, or to the date hereof.
The Company's plan of operation for the next 12 months is to:(i)
consider guidelines of industries in which the 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.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
industries as a business venture, which the Company expects to pay from its
cash resources or loans from members of management.
Item 3. 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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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None; not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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None; not applicable.
Item 3. Defaults Upon Senior Securities.
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None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
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None; not applicable.
Item 5. Other Information.
----------------------------
None; not applicable.
Item 6. Exhibits.
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Exhibits.
31.1 302 Certification of David C. Merrell
31.2 302 Certification of Kristine M. Rogers
32 906 Certification
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Quarterly Report to be signed on its
behalf by the undersigned there unto duly authorized.
Commercial Property Corporation
Date: 3/13/2006 By/s/David C. Merrell
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David C. Merrell
Director and President
Date: 3/13/2006 By/s/Kristine M. Rogers
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Kristine M. Rogers
Secretary and Treasurer