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 June 30, 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
June 30, 2000 and June 30, 1999
(Unaudited)
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<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 June 30, 2000, the related statement of operations for the three-month and
nine-month periods then ended, and the related statement of cash flows for the
nine-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
July 24, 2000
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<PAGE>
<TABLE>
<CAPTION>
Capital One Ventures Corp.
(formerly Sierra Madre Gold Corporation)
(a development stage enterprise)
Balance Sheet
June 30, 2000
(Unaudited)
ASSETS
CURRENT
<S> <C>
Cash $ 189
========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 582
Loan payable (Note 5) 51,274
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Total current liabilities 51,856
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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 (56,842)
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(51,667)
--------
$ 189
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
Capital One Ventures Corp.
(formerly Sierra Madre Gold Corporation)
(a development stage enterprise)
Statements of Operations
For the Nine-Month and Three-Month Periods Ended
June 30, 2000 and June 30, 1999
(Unaudited)
Three Three Nine Nine Period Period
Months Months Months Months from from
Ended Ended Ended Ended August 25, August 25,
June 30, June 30, June 30, June 30, (date of (date of
(Note 1) (Note 1) to June 30, to June 30,
2000 1999
(Note 1)
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<S> <C> <C> <C> <C> <C> <C>
Expenses
Office and miscellaneous $ 1,725 $ 4,724 $ 9,959 $ 6,270 $ 25,733 $ 12,649
Professional fees 725 - 6,476 - 21,164 14,688
Travel and entertainment - - - - 5,025 5,025
Consulting - - - - 2,793 2,793
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Loss from operations (2,450) (4,724) (16,435) (6,270) (54,715) (35,155)
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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)
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- - - - (2,127) (5,175)
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Net Loss for the Period $ (2,450) $ (4,724) $ (16,435) $ (6,270) $ (56,842) $ (40,330)
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Loss per Share-
Basic and diluted $ (0.000) $ (0.001) $ (0.003) $ (0.001)
====================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
Capital One Ventures Corp.
(formerly Sierra Madre Gold Corporation)
(a development stage enterprise)
Statements of Cash Flows
For the Nine-Month Periods Ended
June 30, 2000 and June 30, 1999
(Unaudited)
Nine Months Period From Nine Months Period From
Ended August 25, 1997 Ended August 25, 1997
June 30, 2000 (date of incorp'n) June 30, 1999 (date of
to June 30, 2000 (Note 1) to June 30, 1999
(Note 1)
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<S> <C> <C> <C> <C>
Cash flows used in operating activities
Net loss for the period $ (16,435) $ (56,842) $ (6,270) $ (40,330)
Changes in operating assets and
Liabilities
Accounts payable 582 582 - -
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Net cash used in operating activities (15,853) (56,260) (6,270) (40,330)
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Investing activities
(Increase) decrease in loan receivable - - - (73,000)
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Net cash provided by (used in)
investing activities - - - (73,000)
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Financing activities
Advances from stockholders - - (6,543) 76,448
Increase in loan payable 15,839 51,274 - 35,435
Issuance of share capital - 5,175 - 5,175
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Net cash provided by financing activities 15,839 56,449 (6,543) 117,058
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Increase (decrease) in cash during the period (14) 189 273 3,728
Cash at beginning of period 203 - 3,455 -
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Cash at end of period $ 189 $ 189 $ 3,728 $ 3,728
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
Capital One Ventures Corp.
(formerly Sierra Madre Gold Corporation)
(a development stage enterprise)
Notes to Financial Statements
June 30, 2000
(Unaudited)
1. COMPARATIVE FIGURES
The comparative figures for the period ended June 30, 1999 were neither
audited nor reviewed.
2. FORMATION AND BUSINESS OF THE COMPANY
Capital One Ventures Corp. (the "Company") was incorporated in Delaware on
August 25, 1997 as Sierra Madre Gold Corporation. On October 4, 1999, the
name was changed to Capital One Ventures Corp.
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.
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.
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.
7
<PAGE>
Capital One Ventures Corp.
(formerly Sierra Madre Gold Corporation)
(a development stage enterprise)
Notes to Financial Statements
June 30, 2000
(Unaudited)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
Our plan of business is to seek out business opportunity candidates
with the intent to acquire or merge with one or more business ventures. The
investigation of specific business opportunities and the negotiation, drafting
and execution of 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. Prior to making a decision regarding a particular 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
8
<PAGE>
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.
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.
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 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.
During the nine month period ended June 30, 2000 we incurred general
and administrative expenses of $16,435, 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, and the preparation of our quarterly financial
statements and the filing of quarterly reports 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 June 30, 2000 we were indebted to Century Capital Management Ltd. for a total
of $51,274. We have no significant working capital.
We do not plan to make any changes in the number of our employees.
Approval was received from the NASD Regulation for active quotation on
the OTC Bulletin Board commencing June 23, 2000.
This report contains certain forward-looking statements. The Company
wishes to advise readers that actual results may differ substantially from such
forward-looking statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in or implied by the statements, including, but not limited to, the
following: the ability of the Company to search for appropriate business
opportunities and subsequently acquire or merge with such entity, to meet its
cash and working capital needs, the ability of the Company to maintain its
existence as a viable entity, and other risks detailed in the Company's periodic
report filings with the Securities and Exchange Commission.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Form 10-QSB Report for the Quarterly Period ended June 30, 2000, has been
signed below by the following person on behalf of the Registrant and in the
capacity and on the date indicated.
August 11, 2000
CAPITAL ONE VENTURES CORP.
A Delaware Corporation
/s/ Andrew Hromyk
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By: Andrew Hromyk
Title: President
Date: 08/11/00
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