<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Commission File Number: 0-23865
CALNEVA CAPITAL CORP.
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(Exact name of small business issuer as specified in its charter)
COLORADO 84-1455984
- ------------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5770 South Beech Court, Greenwood Village, Colorado 80121
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(Address of principal executive offices including zip code)
(303) 721-0605
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 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.
Yes X No___
As of March 31, 2000, the Registrant had 2,000,000 shares of common stock, no
par value per share, outstanding.
Transitional Small Business Disclosure Format (check one): Yes__ No X
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INDEX
Page
Number
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Part I. Financial Information
Item I. Financial Statements
Review Report of Independent Certified
Public Accountant 3
Balance Sheets as of March 31, 2000
and December 31, 1999 4
Statements of Operations, Three Months
Ended March 31, 2000 and 1999 5
Statements of Cash Flows, Three Months
Ended March 31, 2000 and 1999 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 8
Part II. Other Information 9
2
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REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors
Calneva Capital Corp.
Greenwood Village, CO
We have reviewed the accompanying balance sheet of Calneva Capital Corp. as of
March 31, 2000, and the related statements of operations and cash flows for
the three months then ended, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial statements is
the representation of the management of Calneva Capital Corp.
A review of interim financial statements consists principally of inquiries of
Company personnel responsible for financial matters and analytical procedures
applied to financial data. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to
be in conformity with generally accepted accounting principles.
As discussed in the notes to the financial statements, certain conditions
indicate that the Company may be unable to continue as a going concern. The
accompanying financial statements do not include any adjustments to the
financial statements that might be necessary should the Company be unable to
continue as a going concern.
/s/ Schumacher & Associates, Inc.
Schumacher & Associates, Inc.
Certified Public Accountants
2525 Fifteenth Street, Suite 3H
Denver, Colorado 80211
May 12, 2000
3
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CALNEVA CAPITAL CORP.
BALANCE SHEETS
(Unaudited)
ASSETS
March 31 December 31
2000 1999
------------ -----------
Current Assets
Cash $ 293 $ 228
-------- --------
Total Current Assets 293 228
Organization costs, net of amortization 4,427 4,830
-------- --------
Total Assets $ 4,720 $ 5,058
======== ========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable $ 1,932 $ 3,012
Advances payable, related parties 4,762 1,658
-------- --------
Total Current Liabilities 6,694 4,670
-------- --------
Stockholders' (Deficit):
Preferred Stock, no par value,
5,000,000 shares authorized
none issued and outstanding - -
Common Stock, no par value,
100,000,000 shares authorized
2,000,000 shares issued and
outstanding 10,050 10,050
Additional paid-in capital 8,100 7,200
Accumulated deficit (20,124) (16,862)
-------- --------
Total Stockholders' (Deficit) (1,974) 388
-------- --------
Total Liabilities and Stockholders' (Deficit) $ 4,720 $ 5,058
======== ========
The accompanying notes are an integral part of the financial statements.
4
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CALNEVA CAPITAL CORP.
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
Revenues $ - $ -
----------- -----------
Operating Expenses:
Amortization 402 403
Professional fees 2,532 1,913
Rent 300 300
Other 28 27
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Total Operating Expenses 3,262 2,643
----------- -----------
Net Loss (3,262) $ (2,643)
----------- -----------
Per Share $ nil $ nil
=========== ===========
Weighted Average Number of Shares Outstanding 2,000,000 2,000,000
=========== ===========
The accompanying notes are an integral part of the financial statements.
5
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CALNEVA CAPITAL CORP.
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
Cash Flows from Operating Activities:
Net (loss) $ (3,262) $ (2,643)
Amortization 402 402
Increase (decrease)in accounts payable (1,080) 1,130
------------ ----------
Net Cash (Used in) Operating Activities (3,940) (1,111)
------------ ----------
Cash Flows from Investing Activities - -
------------ ----------
Cash Flows from Financing Activities:
Increase in advances, related parties 3,105 158
Increase in additional paid-in capital 900 900
------------ ----------
Net Cash Provided by Financing Activities 4,005 1,058
------------ ----------
Increase (decrease) in Cash 65 (53)
Cash, Beginning of Period 228 363
------------ ----------
Cash, End of Period $ 293 $ 310
============ ==========
Interest Paid $ - $ -
============ ==========
Income Taxes Paid $ - $ -
============ ==========
The accompanying notes are an integral part of the financial statements.
6
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CALNEVA CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
March 31, 2000 (Unaudited)
(1) Condensed Financial Statements
The financial statements included herein have been prepared by Calneva Capital
Corp. without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures
normally included in the financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations, and Calneva Capital Corp. believes that
the disclosures are adequate to make the information presented not misleading.
It is suggested that these financial statements be read in conjunction with
the December 31, 1998 audited financial statements and the accompanying notes
thereto. While management believes the procedures followed in preparing these
financial statements are reasonable, the accuracy of the amounts are in some
respect's dependent upon the facts that will exist, and procedures that will
be accomplished by Calneva Capital Corp. later in the year.
The management of Calneva Capital Corp. believes that the accompanying
unaudited condensed financial statements contain all adjustments (including
normal recurring adjustments) necessary to present fairly the operations and
cash flows for the periods presented.
(2) Basis of Presentation - Going Concern
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Company as a going concern. However, the Company has sustained operating
losses since its inception and has a net capital deficiency. Management is
attempting to raise additional capital.
In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, raise additional capital, and the success of its
future operations.
Management is in the process of attempting to raise additional capital and
reduce operating expenses. Management believes that its ability to raise
additional capital and reduce operating expenses provide an opportunity for
the Company to continue as a going concern.
7
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Calneva Capital Corp. (the "Company") was organized as a Colorado corporation
on December 5, 1996, in order to evaluate, structure and complete a merger
with, or acquisition of, prospects consisting of private companies,
partnerships or sole proprietorships. The Company may seek to acquire a
controlling interest in such entities in contemplation of later completing an
acquisition. The Company is not limited to any operation or geographic area
in seeking out opportunities. Management has not identified any particular
business or industry within which the Company will seek an acquisition or
merger. The Company has not conducted, nor have others made available to it,
market research supporting the viability of the Company's proposed operations.
The Company generated no revenues during the quarter ended March 31, 2000, and
management does not anticipate any revenues until following the conclusion of
a merger or acquisition, if any, as contemplated by the Company's business
plan.
The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
At March 31, 2000, the Company had no material commitments for capital
expenditures.
8
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None.
9
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CALNEVA CAPITAL CORP.
Date: May 16, 2000 By: /s/ Joseph J. Peirce
Joseph J. Peirce, President
10
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
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27. FINANCIAL DATA SCHEDULE Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet and statements of operations found on pages 3 and 4 of the
Company's Form 10-QSB for the year to date, and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 293
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 293
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,720
<CURRENT-LIABILITIES> 6,694
<BONDS> 0
0
0
<COMMON> 10,050
<OTHER-SE> (12,024)
<TOTAL-LIABILITY-AND-EQUITY> 4,720
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,262
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,262)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
