U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
X...Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2000.
....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to
_________.
Commission File No: 0-27625
CAPMACCO CORP.
(Name of small business in its charter)
Colorado 84-1475072
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
7331 S. Meadow Court
Boulder, Colorado 80301
(Address of Principal Office) Zip Code
Issuer's telephone number: (303) 530-3353
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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. Yes ..X.. No ....
Applicable only to issuers involved in bankruptcy proceedings during
the past five years.
Check whether the issuer 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 .....
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. At March 31,
2000, the following shares of common were outstanding: Common
Stock, no par value, 12,000,000 shares.
Transitional Small Business Disclosure Format (Check one):
Yes ..... No ..X..
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant for the three
months ended March 31, 2000, follow. The financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented.
CAPMACCO CORP.
(A Development Stage Company)
FINANCIAL STATEMENTS
Quarter Ended March 31, 2000
Index to Financial Statements: [C]
Balance Sheet 5
Statements of Operations 7
Statements of Cash Flows 8
Notes to Financial Statements 10
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
Capmacco Corp.
We have reviewed the accompanying balance sheet of Capmacco
Corp. (a development stage company) as of March 31, 2000, and the
related statement of operations, stockholders' equity, and cash flows
for the three months ended March 31, 2000 and 1999. These
financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of
interim financial statements consists principally of applying analytical
procedures to financial data and making inquiries of persons
responsible for financial and accounting matters. 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.
/s/Comiskey & Company
Denver, Colorado
April 7, 2000
CAPMACCO CORP.
(A Development Stage Company)
BALANCE SHEET
March 31, 2000
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 1,488
Total current assets 1,488
TOTAL ASSETS 1,488
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 35
Total current liabilities 35
STOCKHOLDERS' EQUITY
Preferred stock, no par value,
10,000,000 shares authorized;
no shares issued and outstanding -
Common stock, no par value;
100,000,000 shares authorized;
12,000,000 shares issued and
outstanding 2,400
Additional paid-in capital 11,227
Deficit accumulated during the
development stage (12,174)
Total stockholders' equity 1,453
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,488
</TABLE>
The accompanying notes are an integral part of the financial statements.
CAPMACCO CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the period For the three
from inception months ended
(December 29, 1994) March 31,
to March 31, 2000 2000 1999
<S> <C> <C> <C>
REVENUES $ - - -
EXPENSES
Amortization 200 - 10
Accounting 2,941 1,105 -
Office Supplies 73 23 -
Rent 300 150 -
Consulting Fees 2,145 - -
Legal Fees 5,844 2,187 -
Transfer agent fees 671 671 -
Total expenses 12,174 4,136 10
NET LOSS (12,174) (4,136) (10)
Accumulated deficit
Balance,
beginning of period - (8,038) (3,271)
Balance,
end of period $(12,174) (12,174) (3,281)
NET LOSS PER SHARE (NIL) (NIL) (NIL)
WEIGHTED AVERAGE
NUMBER OF SHARES
OF COMMON STOCK
OUTSTANDING 12,000,000 12,000,000 12,000,000
</TABLE>
The accompanying notes are an integral part of the financial statements.
CAPMACCO CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the period For the three
from inception months ended
(December 29, 1994) March 31,
to March 31, 2000 2000 1999
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(12,174) (4,136) (10)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization 200 - 10
Rent 300 150 -
Stock issued for
consulting fees 2,145 - -
Increase (decrease)in accounts
payable 35 (902) -
Increase (decrease) in accounts payable
- related party - (201) -
Net cash flows from
operating activities (9,494) (5,089) -
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in organization
costs (200) - -
Net cash flows from
investing activities (200) - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash provided by
shareholders 9,500 4,500 -
Cash paid for expenses by
shareholders 1,427 19 -
Issuance of common stock 255 - -
Net cash flows from
financing activities 11,182 4,519 -
NET CHANGE IN CASH
AND CASH EQUIVALENTS 1,488 (570) -
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 2058 -
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 1,488 $ 1,488 -
</TABLE>
The accompanying notes are an integral part of the financial statements
CAPMACCO CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
1. Summary of Significant Accounting Policies
Development Stage Company
Capmacco Corp. (a development stage company) (the "Company")
was initially incorporated under the laws of the State of Colorado on
December 29, 1994. After engaging in minimal activity related to its
business plan, the Company's activities ceased in early 1995, and the
Company became inactive until its reinstatement by the Colorado
Secretary of State on September 25, 1998. The principal office of the
corporation is 7331 South Meadow Court, Boulder, Colorado 80301.
The Company is a new enterprise in the development stage as defined
by Statement No. 7 of the Financial Accounting Standards Board and
has not engaged in any business other than organizational efforts. It
has no full-time employees and owns no real property. The Company
intends to operate as a capital market access corporation by registering
with the U.S. Securities and Exchange Commission under the
Securities Exchange Act of 1934. After this, the Company intends to
seek to acquire one or more existing businesses which have existing
management, through merger or acquisition. Management of the
Company will have virtually unlimited discretion in determining the
business activities in which the Company might engage.
The Company currently does not own any properties or an interest in
any business. Moreover, it has not identified any properties or
business opportunities that it shall seek to acquire, has no
understanding or arrangement to acquire any properties or business
interests, and has not identified any specific geographical area,
industry, or type of business in which it intends to operate.
Accounting Method
The Company records income and expenses on the accrual method.
Fiscal Year
The fiscal year of the corporation is December 31.
Loss per Share
Loss per share was computed using the weighted average number of
shares of common stock outstanding during the period.
Organization Costs
Costs to incorporate the Company were originally capitalized to be
amortized over a sixty-month period. With the adoption of SOP 98-5,
the unamortized portion of these costs was written off to expense
during the year ended December 31, 1999.
Financial Instruments
Unless otherwise indicated, the fair value of all reported assets and
liabilities which represent financial instruments (none of which are
held for trading purposes) approximate the carrying values of such
amounts.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with an original maturity
of three months or less to be cash equivalents.
Use of Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that effect the
amounts reported in these financial statements and accompanying
notes. Actual results could differ from those estimates.
Consideration of Other Comprehensive Income Items
SFAF 130 Reporting Comprehensive Income, requires companies to
present comprehensive income (consisting primarily of net income
plus other direct equity changes and credits) and its components as
part of the basic financial statements. For the quarter ended March
31, 2000, the Company's financial statements do not contain any
changes in equity that are required to be reported separately in
comprehensive income.
Stock Basis
Shares of common stock issued for other than cash have been assigned
amounts equivalent to the fair value of the service or assets received
in exchange.
2. Stockholders' Equity
As of March 31, 2000, 12,000,000 shares of the Company's no par
value common stock had been issued for a combination of cash and
consulting services provided. The services were converted to shares
at $0.0002 per share and valued at a total of $2,145.
3. Related Party Transactions
As of the date hereof, the Company's officers and directors own
approximately 5,000,000 shares of common stock, constituting
approximately 42% of the Company's issued and outstanding shares.
Rent is being provided to the Company at no charge. For purposes of
the financial statements, the Company is accruing $50 per month as
additional paid-in capital for this use.
4. Income Taxes
The Company has Federal net operating loss carryforwards of
approximately $12,174 expiring during the years 2009 and 2019. The
tax benefit of these net operating losses is approximately $2,313, and
has been offset by a full allowance for realization. This carryforward
may be limited upon the consummation of a business combination
under IRC Section 381.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
Liquidity and Capital Resources
As of March 31, 2000, the Company remains in the
development stage. Since inception, it has experienced no significant
change in liquidity or capital resources or stockholder's equity other
than the receipt of proceeds in the amount of $255 from its inside
capitalization funds and receipt of additional paid in capital totaling
$11,227, which included both additional cash contributions totaling
$9,500 (of which $4,500 was contributed during the current quarter)
as well as the direct payment of a total of $1,429 in Company
expenses by existing shareholders. Consequently, for the quarter
ended March 31, 2000, the Company's balance sheet reflects current
and total assets of $1,488 in the form of cash, and current liabilities
of $35.
The Company does not have sufficient assets or capital
resources to pay its on-going expenses while it is seeking out business
opportunities, and it has no current plans to raise additional capital
through sale of securities, or otherwise. As a result, although the
Company has no agreement in place with its shareholders or other
persons to pay expenses on its behalf, it is currently anticipated that
the Company will rely on loans or additional capital contributions
from shareholders to pay expenses at least until it is able to
consummate a business transaction.
Results of Operations
During the period from December 30, 1994 (inception)
through March 31, 2000, the Company has engaged in no significant
operations other than organizational activities, acquisition of capital
and preparation and filing of its registration statement on Form 10-SB
under the Securities Exchange Act of 1934, as amended, compliance
with its periodical reporting requirements and initial efforts to locate a
suitable merger or acquisition candidate. No revenues were received
by the Company during this period.
The Company experienced a net loss of $4,136 for the first
quarter, compared with a loss of $10 for the same quarter of the
previous fiscal year. The loss during the quarter is primarily the result
of legal, consulting, and accounting costs related to compliance with
reporting requirements of the securities laws as well as payment of
transfer agent fees. The Company does not expect to generate any
revenue until it completes a business combination, but will continue to
incur legal and accounting fees and other costs associated with
compliance with its reporting obligations. As a result, the Company
expects that it will continue to incur losses each quarter at least until
it has completed a business combination. Depending upon the
performance of any acquired business, the Company may continue to
operate at a loss even following completion of a business combination.
Plan of Operations
For the fiscal year ending December 31, 2000, the Company
expects to continue its efforts to locate a suitable business acquisition
candidate and thereafter to complete a business acquisition transaction.
The Company anticipates incurring a loss for the fiscal year as a
result of expenses associated with compliance with the reporting
requirements of the Securities Exchange Act of 1934, and expenses
associated with locating and evaluating acquisition candidates. The
Company does not expect to generate revenues until it completes a
business acquisition, and, depending upon the performance of the
acquired business, it may also continue to operate at a loss after
completion of a business combination.
Need for additional financing
The Company believes it will require additional capital in
order to pay the costs associated with completion and filing of this
report on Form 10-QSB and the costs associated with compliance with
its continuing reporting obligations under the Securities Exchange Act
of 1934, as amended, for the fiscal year ending December 31, 2000.
This additional capital will be required whether or not the Company is
able to complete a business combination transaction during the current
fiscal year. Furthermore, once a business combination is completed,
the Company's needs for additional financing are likely to increase
substantially.
No specific commitments to provide additional funds have been
made by management or other stockholders, and the Company has no
current plans, proposals, arrangements or understandings to raise
additional capital through the sale or issuance of additional securities
prior to the location of a merger or acquisition candidate.
Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its expenses.
Notwithstanding the foregoing, however, to the extent that additional
funds are required, the Company anticipates receiving such funds in
the form of advancements from current shareholders without the
issuance of additional shares or other securities, or through the private
placement of restricted securities. In addition, in order to minimize
the amount of additional cash which is required in order to carry out
its business plan, the Company might seek to compensate certain
service providers by issuances of stock in lieu of cash.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The Exhibits listed below are filed as part of this Annual
Report.
Exhibit No. Document
[C]
27 Financial Data Statement
(b) No reports on Form 8-K were filed by the Company for
the quarter ended March 31, 2000.
Signatures
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
CAPMACCO CORP.
By: /s/ ________________________________
Grant W. Peck, President and Director
Date: May 1, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,488
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,488
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,488
<CURRENT-LIABILITIES> 35
<BONDS> 0
0
0
<COMMON> 2,400
<OTHER-SE> 11,227
<TOTAL-LIABILITY-AND-EQUITY> 1,488
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,136
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,136)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,136)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
