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 December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________ .
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
December 31, 1999 and December 31, 1998
(Unaudited - See Accountants' Compilation Report)
2
<PAGE>
ACCOUNTANTS' COMPILATION REPORT
We have compiled the accompanying balance sheet of Capital One Ventures Corp.
(formerly Sierra Madre Gold Corporation) as at December 31, 1999 and the
statements of operations and cash flows for the three-month periods ended
December 31, 1999 and December 31, 1998 in accordance with Statements on
Standards for Accounting and Review services issued by the American Institute of
Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and accordingly, do not express
an opinion or any form of assurance on them.
N.I. Cameron Inc. (signed)
VANCOUVER, B.C. CHARTERED ACCOUNTANTS
February 7, 2000
3
<PAGE>
<TABLE>
<CAPTION>
Capital One Ventures Corp.
(formerly Sierra Madre Gold Corporation)
(a development stage enterprise)
Balance Sheet
December 31, 1999
(Unaudited - See Accountants' Compilation Report)
ASSETS
<S> <C>
CURRENT
Cash $ 1,293
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 2,183
Loan payable (Note 2) 44,655
-----------
Total current liabilities 46,838
-----------
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 (50,720)
-----------
(45,545)
-----------
$ 1,293
-----------
</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 Three-Month Periods Ended December 31, 1999
and December 31, 1998
(Unaudited - See Accountants' Compilation Report)
Three Months Period From Three Months Period from
August 25, August 25,
Ended 1997 Ended 1997
December (date of December (date of
31, 1999 incorporation) to 31, 1998 incorporation) to
December December
31, 1999 31, 1998
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Expenses
Professional fees $ 4,274 $ 18,962 $ - $ 14,688
Office and miscellaneous 6,039 21,813 523 6,902
Travel and entertainment - 5,025 - 5,025
Consulting - 2,793 - 2,793
---------------------------------------------------------------------------
Loss from Operations (10,313) (48,593) (523) (29,408)
---------------------------------------------------------------------------
Other income (expenses)
Gain on forgiveness of - 16,048 - -
debt by a stockholder
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 $ (10,313) $ (50,720) $ (523) $ (34,583)
===========================================================================
Loss per share -
Basic and diluted $ (0.002) $ (0.000)
=============== =============
</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 Three-Month Periods Ended December 31, 1999
and December 31, 1998
(Unaudited - See Accountants' Compilation Report)
Three Period From Three Period from
Months August 25, Months August 25,
Ended 1997 Ended 1997
December (date of December (date of
31, 1999 incorporation) to 31, 1998 incorporation) to
December December
31, 1999 31, 1998
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash flows used in operating activities
Net loss for the period $ (10,313) $ (50,720) $ (523) $ (34,583)
Changes in operating
assets and liabilities
Accounts payable 2,183 2,183 - -
----------------------------------------------------------------------------
Net cash used in operating activities
(8,130) (48,537) (523) (34,583)
----------------------------------------------------------------------------
Investing activities
(Increase) Decrease in
loan receivable - - - (73,000)
----------------------------------------------------------------------------
Net cash provided by (used in) investing
activities - - - (73,000)
----------------------------------------------------------------------------
Financing activities
Advances from (to)
stockholders - - (2,392) 67,513
Increase in loan payable 9,220 44,655 - 35,435
Issuance of share capital - 5,175 - 5,175
----------------------------------------------------------------------------
Net cash provided by (used in) financing
activities 9,220 49,830 (2,392) 108,123
Cash at beginning of period 203 - 3,455 -
----------------------------------------------------------------------------
Cash at end of period $ 1,293 $ 1,293 $ 540 $ 540
============================================================================
</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 the Financial Statements
December 31, 1999
(Unaudited - See Accountants' Compilation Report)
1. 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 and changed its name on
October 4, 1999.
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 2) 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.
2. 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
7
<PAGE>
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
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
8
<PAGE>
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
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
9
<PAGE>
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.
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 December 31, 1999 we incurred general
and administrative expenses of $10,313, all of which were related to preparation
of our audited financial statements for the year ended September 30, 1999 and
the filing of our Form 10-SB 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 December
31, 1999 we were indebted to Century Capital Management Ltd. for a total of
$44,655.
PART II: OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On October 4, 1999 pursuant to ss.228 of the General Corporation Law of
the State of Delaware our majority shareholders approved a resolution to change
the name of the Company from Sierra Madre Gold Corporation to Capital One
Ventures Corp. No proxies were solicited, as on October 4, 1999 we were not yet
subject to the requirements of the Securities Exchange Act of 1934. Of the
5,175,456 shares outstanding on that date, 3,205,000 were voted in favor of the
resolution.
On October 4, 1999 the Certificate of Amendment of Certificate of
Incorporation was filed with the State of Delaware Secretary of State.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Form 10-QSB Report for the Quarterly Period ended December 31, 1999, has
been signed below by the following person on behalf of the Registrant and in the
capacity and on the date indicated.
February 11, 2000
CAPITAL ONE VENTURES CORP.
A Delaware Corporation
/s/ Andrew Hromyk
------------------
By: Andrew Hromyk
Title: President
Date: 2/11/00
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Sep-30-1999
<PERIOD-START> Oct-01-1999
<PERIOD-END> Dec-31-1999
<CASH> 1,293
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,293
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 46,838
<BONDS> 0
0
0
<COMMON> 5,175
<OTHER-SE> (50,720)
<TOTAL-LIABILITY-AND-EQUITY> 1,293
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,313
<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> (0.002)
<EPS-DILUTED> (0.002)
</TABLE>
