UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 For the Quarter ended September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THEE EXCHANGE ACT For the
transition period to
Commission file number - -
Kennsington Capital and Equity Corporation.
(Exact name of Small Business Company in its charter)
FLORIDA 59-3357040
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
162 E. Riverbend Drive
Altamonte Springs, Florida 32779
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code:
(407) 788-2811
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 and Exchange Act of 1934
during the preceding twelve months (or such shorter period that the Registrant
was required to file such reports), and (2) has been subject to file such filing
requirements for the past thirty days.
Yes X No
------- --------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report:
1,000,000 Shares of Common Stock ($.001 par value)
(Title of Class)
Transitional Small Business Disclosure Format (check one):
Yes No X
--------- --------
<PAGE>
Kennsington Capital and Equity Corporation
PART I: Financial Information
ITEM 1 - Financial statements
ITEM 2 - Management's' discussion and analysis of financial condition and
results of operations
PART II: Other Information
2
<PAGE>
PART I
------
Item 1. Financial Statements:
- -----------------------------
Kennsington Capital and Equity Corporation
(A Development Stage Company)
Balance Sheet
September 30, 1999
(Unaudited)
ASSETS
------
Current assets: 1999
---------
Total current assets $ -
---------
Total assets $ -
=========
STOCKHOLDERS' EQUITY
--------------------
Current liabilities:
Total current liabilities $ -
---------
Stockholders' equity:
Common stock, $.001 par value,
50,000,000 shares authorized, 1,000,000 shares
issued and outstanding 1,000
Additional paid in capital 10,994
(Deficit) accumulated during
development stage (11,994)
---------
-
---------
$ -
=========
See accompanying notes to financial statements.
3
<PAGE>
Kennsington Capital and Equity Corporation
(A Development Stage Company)
Statements of Operations
Three Months and Nine Months Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months Inception
Ended Ended Ended Ended to
September 30, September 30, September 30, September 30, September 30,
1999 1998 1999 1998 1999
------ ------ ------ ------ -----
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Operating expenses $ 150 $ -- $ 450 $ -- $ 11,994
----------- --------- ----------- --------- -----------
(Loss from operations) and net (loss) $ (150) $ -- $ (450) $ -- $ (11,994)
=========== ========= =========== ========= ===========
Per share information:
Basic and diluted (loss) per common share $ -- $ -- $ -- $ -- $ --
=========== ========= =========== ========= ===========
Weighted average shares outstanding 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
=========== ========= =========== ========= ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
Kennsington Capital and Equity Corporation
(A Development Stage Company)
Statements of Cash Flows
Nine Months Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months Period From
Ended Ended Inception To
September 30, September 30, September 30,
1999 1998 1999
------ ------ -----
(Unaudited) (Unaudited) (Unaudited)
----------- ----------- -----------
<S> <C> <C> <C>
Net income (loss) $ (450) $ -- $(11,994)
Adjustments to reconcile net income to net
cash provided by operating activities:
Services provided as capital contribution 450 -- 11,994
-------- -------- --------
Total adjustments 450 -- 11,994
-------- -------- --------
Net cash provided by (used in)
operating activities -- -- --
Increase (decrease) in cash -- -- --
Cash and cash equivalents,
beginning of period -- -- --
-------- -------- --------
Cash and cash equivalents,
end of period $ -- $ -- $ --
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
Notes to Financial Statements
Kennsington Capital and Equity Corporation.
Basis of presentation
- ---------------------
The accompanying condensed unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. The accompanying
financial statements should be read in conjunction with the Company's form 10-SB
filed for the year ended December 31, 1998.
Stockholders' equity
- --------------------
Basic (loss) per share was computed using the weighted average number of common
shares outstanding.
During the period ended September 30, 1999 the Company recorded $450, as the
fair value services provided by its president for management of the Company and
for the provision of office space and related administrative services. This
amount has been accounted for as a capital contribution to the Company by its
president.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations:
--------------
(a) Plan of Operation. Kennsington Capital and Equity Corporation (the
"Company") was organized under the laws of the State of Florida to engage in any
lawful business. The Company was formed for the purpose of creating a vehicle to
obtain capital to take advantage of business opportunities that may have
potential for profit. Management of the Company has unlimited discretion in
determining the business activities in which the Company will become engaged.
Such companies are commonly referred to as "blind pool/blank check" companies.
There is and can be no assurance that the Company will be able to acquire an
interest in any such opportunities that may exist or that any activity of the
Company, even after any such acquisition, will be profitable.
The Company has generated no revenues from its operations and has been a
development stage company since inception. Since the Company has not generated
revenues and has never been in a profitable position, it operates with minimal
overhead.
During the period of this report, the Company has not engaged in any
preliminary efforts intended to identify any possible acquisitions nor entered
into a letter of intent concerning any business opportunity.
(b) Liquidity and Capital Resources. At September 30, 1999, the Company had no
material cash or other assets with which to conduct operations. There can be no
assurance that the Company will be able to complete its business plan and to
exploit fully any business opportunity that management may be able to locate on
behalf of the Company. Due to the lack of a specified business opportunity, the
Company is unable to predict the period for which it can conduct operations.
Accordingly, the Company will need to seek additional financing through loans,
the sale and issuance of additional debt and/or equity securities, or other
financing arrangements. Management of the Company has advised that they will pay
certain costs and expenses of the Company from their personal funds as interest
free loans in order to facilitate development of the Company's business plan.
Management believes that the Company has inadequate working capital to pursue
any operations at this time; however, loans to the Company from management may
facilitate development of the business plan. For the foreseeable future, the
Company through its management intends to pursue acquisitions as a means to
develop the Company. The Company does not intend to pay dividends in the
foreseeable future. As of the end of the reporting period, the Company had no
material cash or cash equivalents. There was no significant change in working
capital during this quarter.
7
<PAGE>
(c) Year 2000 issues "Year 2000 problems" result primarily from the inability of
some computer software to properly store, recall or use data after December 31,
1999. The Company is engaged primarily in organizational and fund raising
activities and accordingly, does not rely on information technology ("IT")
systems. Accordingly the Company does not believe that it will be materially
affected by Year 2000 problems. The Company relies on non-IT systems that may
suffer from Year 2000 problems including telephone systems, facsimile and other
office machines. Moreover, the Company relies on third parties that may suffer
from Year 2000 problems that could affect the Company's operations including
banks and utilities. In light of the Company's minimal operations, the Company
does not believe that such non-IT systems or third-party Year 2000 problems will
affect the Company in a manner that is different or more substantial than such
problems affect other similarly situated companies. Consequently, the Company
does not currently intend to conduct a readiness assessment of Year 2000
problems or develop a detained contingency plan with respect to Year 2000
problems that may affect the Company or third parties.
8
<PAGE>
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
------------------
There are no pending legal proceedings, and the Company is not aware of any
threatened legal proceedings, to which the Company is a party or to which its
property is subject.
Item 2. Changes in Securities.
----------------------
(a) There have been no material modifications in any of the instruments
defining the rights of the holders of any of the Company's registered
securities.
(b) None of the rights evidenced by any class of the Company's registered
securities have been materially limited or qualified by the issuance or
modification of any other class of the Company's securities.
Item 3. Defaults Upon Senior Securities.
--------------------------------
(Not applicable)
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
(Not applicable)
Item 5. Other Information.
------------------
(Not applicable)
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
No exhibits as set forth in Regulation SB, are considered necessary for
this filing.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this report
is filed.
9
<PAGE>
SIGNATURE
---------
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.
Date: October 15, 1999 /s/ Roy Meadows
---------------------------
Roy Meadows, President
10
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1000
<OTHER-SE> (1000)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 450
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (450)
<INCOME-TAX> 0
<INCOME-CONTINUING> (450)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (450)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
