UNITED STATES
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 September 30, 2000
Commission file Number 000-25013
OAK BROOK CAPITAL III, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO
(State or Other Jurisdiction of Incorporation)
000-25013 05-0499527
(Commission File Number) (I.R.S. Employer Identification Number)
1250 Turks Head Building
Providence, Rhode Island 02903
(Address of Principal Executive Offices) (Zip Code)
(401) 272-5800
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 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 [ ]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date:
Common Stock, No Par Value - 1,678,000 shares as of
September 30, 2000.
<PAGE>
FORWARD-LOOKING INFORMATION
THIS FORM 10QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
OAK BROOK CAPITAL III, INC. INCORPORATED OR ITS REPRESENTATIVES CONTAIN
STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS
INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS
OF OAK BROOK CAPITAL III, INC. AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL
AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.
PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS
ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES,
AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-
LOOKING STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR
FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS FORM 10QSB AND
ARE HEREBY INCORPORATED HEREIN BY REFERENCE. THE COMPANY UNDERTAKES
NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT
CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO
FUTURE OPERATING RESULTS OVER TIME.
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<PAGE> F-1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET AS OF SEPTEMBER 30, 2000
(UNAUDITED)
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ASSETS
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OTHER ASSETS:
Organizational Costs $ 0
Less accumulated amortization 0
Total other assets $ 0
Total assets $ 0
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable $27,725
Total current liabilities $ 27,725
EQUITY:
Preferred Stock, no par value,
10,000,000 shares authorized
Common Stock, no par value,
50,000,000 shares authorized,
1,678,000 shares outstanding;
1,555,200 shares issued at
$.0038 $5,910
122,800 shares issued by gift 0.00
Issued and Outstanding $5,910
Deficit accumulated during the
development stage (33,635)
Total equity $ (33,635)
Total liabilities and equity $ 0
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<PAGE> F-2
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD JANUARY 1, 1999 to
SEPTEMBER 30, 2000
(UNAUDITED)
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REVENUE $ 0
COSTS AND EXPENSES:
Audit and professional fees $ 0
Amortization of Organizational Cost (3,675)
Net loss $ (3,675)
PER SHARE INFORMATION:
Weighted average number of
common shares outstanding 1,678,000
Profit (loss) per share $ 0
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<PAGE> F-3
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JANUARY 1, 2000
THROUGH SEPTEMBER 30, 2000
(UNAUDITED)
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<CAPTION>
Common
Shares Stock Retained
Issued Amount Earnings Equity
<S> <C> <C> <C> <C>
Equity at Inception $ -
Shares issued at inception
and during 3rd Quarter for
services at $0.0038
per share 1,555,200 $ 5,910 $ 5,910
Shares issued by gift 122,800
Net loss for the period $ (5,910) $ 0
TOTAL 1,678,000 $ 5,910 $ (5,910) $ 0
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<PAGE> F-4
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the Period Ended September 30, 2000 and
From May 1, 1998 (inception) through September 30, 2000
(UNAUDITED)
Period Since Inception
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 0 $ (33,635)
Adjustments to reconcile net income to
net cash provided by operating activities
Increase in accounts payable 0 27,725
--------------- ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES - (5,910)
CASH FLOWS FROM INVESTING ACTIVITIES
- -
--------------- ---------------
NET CASH USED BY INVESTING ACTIVITIES - -
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of Stock - 5,910
--------------- ---------------
NET CASH USED BY FINANCING ACTIVITIES - 5,910
NET INCREASE (DECREASE) IN CASH - -
CASH AT BEGINNING OF PERIOD - -
--------------- ---------------
CASH AT END OF PERIOD $ - $ -
=============== ===============
<PAGE> F-5
OAK BROOK CAPITAL III, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated on May 1, 1998, in the State of Colorado.
The Company is in the development stage and its intent is to operate as
a capital market access corporation and to acquire one or more existing
businesses through merger or acquisition. The Company has had no significant
business activity to date. The Company has selected the calendar year as its
fiscal year.
Organizational costs
Organizational costs include costs for professional fees and are amortized
using the straight-line method over five years.
Net loss per share
The net loss per share is computed by dividing the net loss for the period
by the weighted average number of common shares outstanding for the
period.
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 affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
2. STOCKHOLDERS' EQUITY
On May 15, 1998 and September 29, 2000, the Company issued 1,105,200 and
450,000 shares, respectively, of its no par value common stock to affiliates
for services valued at their fair market value of $5,910. The shares were
issued pursuant to Rule 701 of the Securities Act of 1933 (the "Act") and
are restricted securities within the meaning of Rule 144 of the Act. An
additional 122,800 shares were issued as qualified gifts during the year.
3. RELATED PARTY TRANSACTIONS
There have been no related party transactions since the issuance of shares
using organization costs as consideration.
<PAGE> F-6
4. SUBSEQUENT EVENTS
BACKGROUND INFORMATION
An Agreement and Plan of Merger and Reorganization (the "Alpha Agreement") was
executed on September 19, 2000 by and among OAK BROOK CAPITAL III, INC. ("OAK
BROOK") and ALPHA FIBER MERGER CORPORATION ("ALPHA"). OAK BROOK is a corporation
duly organized and validly existing under the laws of the State of Colorado,
with its registered office at 17 West Cheyenne Mountain Boulevard, Colorado
Springs, Colorado 80906 its principal executive office at 1250 Turks Head
Building, Providence, Rhode Island 02903, and its phone number is (401)
272-5800; ALPHA FIBER MERGER CORPORATION is a corporation duly organized and
validly existing under the laws of the State of Colorado, with its registered
office located in the city of Colorado Springs, State of Colorado, its
principal executive office at 801 Falmouth Street, Thousand Oaks, California
and its phone number is (805) 497-8900.
A Plan and Agreement of Merger and Reorganization (the "Jovus Agreement")
was executed on September 19, 2000 by and among OAK BROOK, FORTE HOLDINGS, LTD.,
("FORTE") and JOVUS, LTD. OAK BROOK is described in the preceding paragraph;
FORTE, a wholly-owned subsidiary of OAK BROOK, is a corporation duly organized
and validly existing under the laws of St. Vincent and the Grenadines, with its
registered office located at Trust House, 112 Bonadie Street, Kingstown,
St. Vincent and its phone number is (784) 457-1145; JOVUS is a corporation
duly organized and validly existing under the laws of St. Vincent and the
Grenadines, its registered office at Trust House, 112 Bonadie Street,
Kingstown, Saint Vincent and its phone number is (784) 457-1145.
AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors and shareholders have unanimously approved for the
restatement and amendment of the Company's Articles of Incorporation in order
to change the Company's name to "ALPHA FIBRE, INC.".
<PAGE> F-7
APPROVAL OF PLAN AND AGREEMENT OF MERGER OF OAK BROOK AND ALPHA
The Board of Directors has unanimously approved, and recommended for
shareholder approval, an Agreement and Plan of Merger and Reorganization
(the "Alpha Merger"), whereby OAK BROOK acquired all issued and
outstanding capital stock of ALPHA in exchange for One Million One Hundred
Ninety-Eight Thousand Fifty-Five (1,198,055) of the Common Stock of
OAK BROOK.
APPROVAL OF THE PLAN AND AGREEMENT OF MERGER OF OAK BROOK AND
JOVUS
The Board of Directors has unanimously approved, and recommended for
shareholder approval, a Plan and Agreement of Merger and Reorganization
(the "Jovus Merger"), whereby OAK BROOK acquired all issued and
outstanding capital stock of JOVUS in exchange for Six Million Five
Hundred Ninety-Four Thousand Four Hundred Forty-Seven (6,594,447)
of the Common Stock of OAK BROOK.
<PAGE> 1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
OAK BROOK CAPITAL III, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 2000
=====================================
NINE MONTHS ENDING SEPTEMBER 30, 2000
=====================================
The following information should be read in conjunction with the historical
financial information and the notes thereto included in Item 1 of this
Quarterly Report.
NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
("SFAS 121") issued by the FASB, is effective for financial statements for
fiscal years beginning after December 15, 1995. The standard establishes new
guidelines regarding when impairment losses on long-lived assets, which
include plant and equipment, certain identifiable intangible assets, and
goodwill, should be recognized and how impairment losses should be measured.
The Company does not expect adoption to have a material effect on its
financial position or results of operations.
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123") issued by the FASB, is effective for
specific transactions entered into after December 15, 1995. The disclosure
requirements of SFAS 123 are effective for financial statements for fiscal
years beginning no later than December 15, 1995. The new standard established
a fair value method of accounting for stock-based compensation plans and for
transactions in which an entity acquires goods or services from non-employees
in exchange for equity instruments. The Company does not expect adoption to
have a material effect on its financial position or results of operations.
<PAGE> 2
The Balance Sheet as of 09/30/2000 has been updated to reflect the "write-
off" of organizational costs in accordance with SOP 98-5. The Statement
of Operations has been revised to update cumulative amounts, while conforming
changes have been made to the Statement of Changes in Stockholders' Equity.
As of the date of this report, the Company has no assets and a Deficit
accumulated during the development stage of $33,635. The Company has also
incurred a net loss to date of $0.
Liquidity and Capital Resources
The Company remains in the development stage and, since inception,
has experienced no significant change in liquidity or capital resources or
stockholder's equity. The Company's balance sheet as of September 30, 2000,
reflects a total asset value of $0. The Company has no cash or line of
credit, nor does it expect to have one before a merger is effected.
The Company will carry out its plan of business as discussed
above. The Company cannot predict to what extent its liquidity and
capital resources will be diminished prior to the consummation of a
business combination or whether its capital will be further depleted by
the operating losses (if any) of the business entity which the Company
may eventually acquire.
Results of Operations
During the period from January 1, 2000 through September 30, 2000, the
Company has engaged in no significant operations other than organizational
activities, acquisition of capital and preparation for registration of its
securities under the Securities Exchange Act of 1934, as amended. No
revenues were received by the Company during this period.
For the current fiscal year, the Company anticipates incurring
a loss as a result of organizational expenses, expenses associated with
registration under the Securities Exchange Act of 1934, and expenses
associated with locating and evaluating acquisition candidates. The
Company anticipates that until a business combination is completed
with an acquisition candidate, it will not generate revenues other than
interest income, and may continue to operate at a loss after completing
a business combination, depending upon the performance of the
acquired business.
<PAGE> 3
Need for Additional Financing
The Company believes that its existing capital will be sufficient to
meet the Company's cash needs, including the costs of compliance with the
continuing reporting requirements of the Securities Exchange Act of 1934,
as amended, for a period of approximately one year. Accordingly, in the
event the Company is able to complete a business combination during this
period, it anticipates that its existing capital will be sufficient to allow
it to accomplish the goal of completing a business combination. There is no
assurance, however, that the available funds will ultimately prove to be
adequate to allow it to complete a business combination, and once a business
combination is completed, the Company's needs for additional financing are
likely to increase substantially.
<PAGE> 4
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
Neither the Registrant nor any of its affiliates are a
party, nor is any of their property subject, to material
pending legal proceedings or material proceedings known
to be contemplated by governmental authorities.
ITEM 2. Changes in Securities
An additional 450,000 shares of the Registrant's common
stock was issued to affiliates at $0.0038 for advisory,
management and consulting services rendered to the
Registrant during the 3rd Quarter ending September 30,
2000.
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
a. Exhibits
Exhibit 27. Financial Data Schedule
b. Reports on Form 8 K
None
<PAGE> 6
INDEX TO EXHIBITS
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EXHIBIT NO DESCRIPTION
<S> <C> <C>
# 3.1 Articles of Incorporation of the Registrant, as amended;
# 3.2 Bylaws of the Registrant;
# 4.1 Instruments Defining Rights of Security Holders/Minutes
of Annual/Special Meetings of the Registrant;
# 10.1 Issuance of Restricted Shares from Authorized Shares
# 23.1 Consent of Mark T. Thatcher, P.C.;
x 27 Financial Data Schedule
x 99.1 Safe Harbor Compliance Statement
_______________________
x Filed herewith.
# Incorporated by reference from the Registrant's Amendment No. 2 to the
Registration Statement filed on Form 10-SB on or about May 14, 1999.
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 hereunto duly authorized.
OAK BROOK CAPITAL III, INC.
/s/ Nadeau & Simmons, P.C.
DATE: November 21, 2000 By: NADEAU & SIMMONS, P.C.
Title: Filing Agent
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