SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number:
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Capital One Ventures Corp.
(Exact name of small business issuer as specified in its charter)
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Delaware 98-0212763
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
Suite 1650, Waterfront Centre, V6C 3L6
200 Burrard Street,
Vancouver, British Columbia
Canada
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (604) 689-3355
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 5,175,456 shares of Common Stock
<PAGE>
PART I: FINANCIAL INFORMATION
To simplify the language in this document, Capital One Ventures Corp. is
referred to as "We" or the "Company".
Item 1. Financial Statements
Capital One Ventures Corp.
(formerly Sierra Madre Gold Corporation)
(a development stage enterprise)
Financial Statements
March 31, 2000 and March 31, 1999
(Unaudited)
2
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Stockholders of
Capital One Ventures Corp.
Vancouver, B.C., Canada
We have reviewed the accompanying balance sheet of Capital One Ventures Corp. as
of March 31, 2000, the related statement of operations for the three-month and
six-month periods then ended, and the related statement of cash flows for the
six-month period then ended. These financial statements are the responsibility
of the Corporation's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of 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 such financial statements for them to be in conformity with generally
accepted accounting principles.
"N.I. Cameron Inc."
Vancouver, B.C. CHARTERED ACCOUNTANTS
May 9, 2000
3
<PAGE>
Capital One Ventures Corp.
(formerly Sierra Madre Gold Corporation)
(a development stage enterprise)
Balance Sheet
March 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT
Cash $ 386
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 1,379
Loan payable (Note 5) 48,224
----------
Total current liabilities 49,603
----------
STOCKHOLDERS' DEFICIT
Share capital
Common stock - $0.0001 par value
30,000,000 authorized; 5,175,456 issued and outstanding 518
Preferred stock - $0.0001 par value
5,000,000 authorized
Additional paid-in capital 4,657
Deficit accumulated in the development stage (54,392)
----------
(49,217)
----------
$ 386
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
Capital One Ventures Corp.
(formerly Sierra Madre Gold Corporation)
(a development stage enterprise)
Statements of Operations
For the Six-Month and Three-Month Periods Ended
March 31, 2000 and March 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
Three Three Six Six Period Period
Months Months Months Months from from
Ended Ended Ended Ended August 25, August 25,
March 31, March 31, March 31, March 31, 1997 1997
2000 1999 2000 1999 (date of (date of
incorp'n) incorp'n)
(Note 1) (Note 1) to March 31, to March 31,
2000 1999
(Note 1)
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Expenses
Office and miscellaneous $ 2,195 $ 1,023 $ 8,234 $ 1,546 $ 24,008 $ 7,925
Professional fees 1,477 - 5,751 - 20,439 14,688
Travel and entertainment - - - - 5,025 5,025
Consulting - - - - 2,793 2,793
-------------------------------------------------------------------------------------------
Loss from operations (3,672) (1,023) (13,985) (1,546) (52,265) (30,431)
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Other income (expenses)
Gain on forgiveness of
debt by a stockholder - - - - 16,048 -
Loss on settlement of debt - - - - (13,000) -
Organization expense - - - - (5,000) (5,000)
Loss on investment - - - - (175) (175)
-------------------------------------------------------------------------------------------
- - - - (2,127) (5,175)
-------------------------------------------------------------------------------------------
Net Loss for the Period $ (3,672) $ (1,023) $ (13,985) $ (1,546) $ (54,392) $ (35,606)
===========================================================================================
Loss per Share-
Basic and diluted $ (0.001) $ (0.000) $ (0.003) $ (0.000)
==========================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
Capital One Ventures Corp.
(formerly Sierra Madre Gold Corporation)
(a development stage enterprise)
Statements of Cash Flows
For the Six-Month Periods Ended
March 31, 2000 and March 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
Six Months Period From Six Months Period From
Ended August 25, 1997 Ended August 25, 1997
March 31, 2000 (date of incorp'n) March 31,1999 (date of incorp'n)
to March 31, 2000 (Note 1) to March 31, 1999
(Note 1)
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash flows used in operating activities
Net loss for the period $ (13,985) $ (54,392) $ (1,546) $ (35,606)
Changes in operating assets and
liabilities
Accounts payable 1,379 1,379 - -
-------------------------------------------------------------------------
Net cash used in operating activities (12,606) (53,013) (1,546) (35,606)
-------------------------------------------------------------------------
Investing activities
(Increase) decrease in loan - - - (73,000)
receivable
-------------------------------------------------------------------------
Net cash provided by (used in)
investing activities - - - (73,000)
-------------------------------------------------------------------------
Financing activities
Advances from (to) stockholders - - (1,062) 68,843
Increase in loan payable 12,789 48,224 - 35,435
Issuance of share capital - 5,175 - 5,175
-------------------------------------------------------------------------
Net cash provided by (used in)
financing activities 12,789 53,399 (1,062) 109,453
-------------------------------------------------------------------------
Increase (decrease) in cash during the period 183 386 (2,608) 847
Cash at beginning of period 203 - 3,455 -
-------------------------------------------------------------------------
Cash at end of period $ 386 $ 386 $ 847 $ 847
=========================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
Capital One Ventures Corp.
(formerly Sierra Madre Gold Corporation)
(a development stage enterprise)
Notes to Financial Statements
March 31, 2000
(Unaudited)
1. COMPARATIVE FIGURES
The comparative figures for the period ended March 31, 1999 were neither
audited nor reviewed.
2. FORMATION AND BUSINESS OF THE COMPANY
Sierra Madre Gold Corporation (the "Company") was incorporated in Delaware
on August 25, 1997.
Prior to the merger (as defined below), the Company and SIEG Inc. were
companies under common control.
On September 16, 1997, SIEG Inc. ("SIEG") was merged into the Company on
the basis of one share of SIEG for one share of the Company's common stock.
The Company issued 5,175,456 shares of its common stock to the former
stockholders of SIEG in connection with this merger.
The merger has been accounted for in a manner similar to a pooling of
interests. SIEG had not conducted any operations prior to the merger with
the Company. The share capital of the Company has been presented giving
affect to the exchange of shares from incorporation.
The Company is a development stage company and its sole purpose at this
time is to locate and consummate a merger or acquisition with an as yet
unidentified private entity. Prior to the end of the six month period ended
March 31, 1998, the Company was engaged in the business of acquiring
mineral resource properties. The Company was unable to acquire any such
properties and this plan of business was abandoned.
Since incorporation, a related company (see note 5) provided administrative
services and facilities to the Company for nil consideration and paid for
expenses on behalf of the Company. It is anticipated that the Company will
continue to receive non-interest bearing advances from this related party
to pay for future expenses as incurred.
7
<PAGE>
Capital One Ventures Corp.
(formerly Sierra Madre Gold Corporation)
(a development stage enterprise)
Notes to Financial Statements
March 31, 2000
(Unaudited)
3. SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from these estimates.
Income taxes
The Company uses the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on
the difference between financial statement and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that are
expected to be in effect when the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance in respect of
amounts considered by management unlikely to be realized in future periods.
4. SHARE CAPITAL
Holders of the common stock are entitled to one vote per share and share
equally in any dividends declared and distributions on liquidation.
5. RELATED PARTY TRANSACTIONS
A company controlled by a director of the Company has provided
administrative services and facilities to the Company for nil consideration
and pays expenses on behalf of the Company. The amount due to this company
is without interest or stated terms of repayment. It is anticipated the
Company will continue to receive non-interest bearing advances from this
company to pay for future expenses as incurred.
Item 2. Management's Discussion and Analysis or Plan of Operations
Other than the attempt to acquire Sierra Madre Gold de Mexico S.A. de
C.V., a Mexican corporation ("Sierra Mexico"), we have not commenced any
operational activities. In the next twelve months, we plan to seek out business
opportunity candidates. To date, we have undertaken no efforts to seek out a
business opportunity for the Company. We believe that this plan of operations
will be conducted through the efforts of our current management and will not
require any additional funds or personnel. We anticipate that business
opportunities will be available to us through the contacts of our management.
Other than through the contacts of our management, we do not have other plans to
locate business opportunity candidates. We anticipate that the investigation of
specific business opportunities and the negotiation, drafting and execution of
8
<PAGE>
relevant agreements, disclosure documents and other instruments will be done by
our management or under their direction. Management will investigate, to the
extent they believe reasonable, such potential business opportunities. Due to
management's limited experience in business analysis, they may not discover or
adequately evaluate adverse facts about the business opportunity to be acquired.
Since we will have no funds available to us in our search for business
opportunities, we will not be able to expend significant funds on a complete
investigation of a business opportunity. We anticipate that we will incur
nominal expenses in the implementation of our business plan described herein.
Because we have no capital with which to pay these expenses, our present
management will pay any charges with their personal funds, as interest free
demand loans without specific repayment terms to the Company. The only
opportunity that we will have to repay these loans is from a prospective
business opportunity. Our management has agreed that the repayment of any loans
made on our behalf will not impede or be made conditional in any manner, to
consummation of a proposed transaction.
Management, however, has no commitment to loan funds to the Company.
Such loans will be made at the sole discretion of management. In the event
management ceases to provide loans to the Company, we will be unable to continue
our search for business opportunity candidates. The Company has not and does not
plan to consider alternate sources of funding.
We have no particular business opportunity in mind and have not entered
into any negotiations regarding any business opportunity. None of our
management, affiliates or any promoters have engaged in any preliminary contact
or discussions with any representative of any other company regarding the
possibility of a business opportunity between us and such other company as of
the date of this registration statement.
We will not restrict our search to any specific business, industry, or
geographical location, and we may participate in a business opportunity of
virtually any kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of our virtually
unlimited discretion to search for and enter into potential business
opportunities. We anticipate that we may be able to participate in only one
potential business opportunity because we have no assets and limited financial
resources.
To date, we have not developed any criteria for the selection of
business opportunities. We do not plan to develop specific criteria for the
selection of business opportunities as this would have the effect of limiting
the discretion of our management in selecting a business opportunity. We will be
relying on the judgment of our Board of Directors to ensure that a business
opportunity is fair, reasonable and in the best interest of the Company.
We will seek to expand through business opportunities entailing risks
which are not currently identified, and which you will not have a basis to
evaluate. We may seek to expand our operations by acquiring companies in
businesses that we believe will complement or enhance our company. We cannot
assure you that we will be able to ultimately effect any acquisition,
successfully integrate any acquired business in our operations or otherwise
successfully develop our operations. We have not established any minimum
criteria for any acquisition and our management may have complete discretion in
9
<PAGE>
determining the terms of any acquisition. Consequently, there is no basis for
you to evaluate the specific merits or risks of any potential acquisition that
we may undertake. We anticipate that our management will investigate, to the
extent believed necessary, the business opportunity.
Due to general economic conditions, rapid technological advances being
made in some industries and shortages of available capital, our management
believes that there are numerous firms seeking the perceived benefits of a fully
reporting public company. Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of applicable statutes)
for all shareholders and other factors.
Potentially, available business opportunities may occur in many
different industries and at various stages of development, all of which make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. We do not have and will not have capital to
provide the owners of business opportunities with any significant cash or other
assets. However, we believe we can offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a publicly registered
company without incurring the cost and time required to become a fully reporting
company. The owners of the business opportunities will, however, incur
significant legal and accounting costs in connection with acquisition of a
business opportunity, including the costs of preparing Form 8-Ks, 10-Ks or
10-KSBs, agreements and related reports and documents. The Exchange Act
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with
the Exchange Act. Nevertheless, our management has not conducted market research
and is not aware of statistical data which would support the perceived benefits
for the owners of a business opportunity.
We believe that there is a demand by non-public corporations for shell
corporations that have a public distribution of securities, such as our Company.
We believe that demand for shells has increased dramatically since the
Securities and Exchange Commission imposed burdensome requirements on "blank
check" companies pursuant to Regulation 419 of the Securities Act of 1933 (the
"Act"). The foregoing regulation has substantially decreased the number of
"blank check" offerings filed with the Commission and, as a result, has
stimulated an increased demand for "shell" corporations. We have made the
foregoing assumption, but there is no assurance that the same is accurate or
correct and accordingly, no assurance can be made that we will be successful in
locating a business opportunity.
Prior to making a decision to recommend a business opportunity, we plan
to request that we be provided with written materials regarding the business
opportunity containing such items as a description of products, services and
company history; management resumes; financial information; available
projections with related assumptions upon which they are based; evidence of
existing patents, trademarks or services marks or rights thereto; present and
proposed forms of compensation to management; a description of transactions
between the prospective entity and its affiliates during relevant periods; a
description of present and required facilities; an analysis of risk and
competitive conditions; and, other information deemed relevant.
10
<PAGE>
Upon the consummation of a transaction, we anticipate that our present
management and shareholders will no longer be in control of the Company. In
addition, our director may, as part of the terms of the business opportunity,
resign and be replaced by new directors without a vote of our shareholders.
We do not plan to raise any capital at the present time, by private
placement, public offerings, pursuant to Regulation S promulgated under the Act,
as amended, or by any means whatsoever. Further, we have no plans, proposals,
arrangements or understandings with respect to the sale or issuance of
additional securities prior to the location of a business opportunity.
We anticipate that any securities issued in any such business
opportunity would be issued in reliance upon exemptions from registration under
applicable federal and state securities laws. In some circumstances, however, as
a negotiated element of our transaction, we may agree to register all or a part
of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after we have
successfully consummated a business opportunity, and we are no longer considered
a "shell" company. Until such time as this occurs, we will not attempt to
register any additional securities. The issuance of a substantial amount of
additional securities and their potential sale into any trading market which may
develop for our securities, may have a depressive effect on the value of our
securities in the future, if such a market develops, of which there is no
assurance. The completion of any business opportunity may result in a
significant issuance of shares and substantial dilution to our present
stockholders.
We do not plan to make any changes in the number of our employees.
During the quarterly period ended March 31, 2000 we incurred general
and administrative expenses of $13,985, all of which were related to preparation
of our audited financial statements for the year ended September 30, 1999, the
filing of our Form 10-SB, the preparation of our first quarter financial
statements for the period ended December 31, 1999 and the filing of our Form
10-QSB with the Securities and Exchange Commission. Operating capital to pay for
these expenses was funded by advances from Century Capital Management Ltd., a
company controlled by our president. As at March 31, 2000 we were indebted to
Century Capital Management Ltd. for a total of $48,224.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Form 10-QSB Report for the Quarterly Period ended March 31, 2000, has been
signed below by the following person on behalf of the Registrant and in the
capacity and on the date indicated.
May 12, 2000
CAPITAL ONE VENTURES CORP.
A Delaware Corporation
/s/ Andrew Hromyk
--------------------------
By: Andrew Hromyk
Title: President
Date: 5/12/00
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 386
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 386
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 49,603
<BONDS> 0
0
0
<COMMON> 5,175
<OTHER-SE> 54,392
<TOTAL-LIABILITY-AND-EQUITY> 386
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,985
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 175
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> (0.003)
<EPS-DILUTED> (0.003)
</TABLE>
