CAPSTRA CAPITAL, INC.
FILING TYPE: 10QSB
DESCRIPTION: QUARTERLY REPORT
FILING DATE: MAR 10, 2000
PERIOD END: DEC 31, 1999
PRIMARY EXCHANGE: N/A
TICKER: N/A
<PAGE>
CAPSTRA CAPTIAL CORP. 10QSB Quarterly Report Date Filed: 03/10/2000.
-----------------------------------------------------------------------
TABLE OF CONTENTS
To jump to a section, double-click on the section name.
10QSB
Part I1 1
Item 1 2
Cash Flow Statement 4
ITEM 2 7
PART II 9
ITEM 2 9
ITEM 3 9
ITEM 4 9
ITEM 5 9
ITEM 6 9
EX-27
Exhibit 27 Table 10
<PAGE>
Page 1
CAPSTRA CAPTIAL CORP. 10QSB Quarterly Report Date Filed: 03/10/2000.
-----------------------------------------------------------------------
10QSB
1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
December 31, 1999
OR
[ ] 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 0-28419
Capstra Capital Corp.
(Exact name of registrant as specified in its charter)
Washington 98-01-16-179
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2160-650 West Georgia Street, Vancouver, B.C. Canada V6B 4N7
(Address of principal executive offices (zip code))
(604) 687-1919
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the last 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 equity, as of the latest practicable date.
Class Outstanding at December 31, 1999
Common Stock, non-par value 5,000,000
_ PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<PAGE>
Page 2
CAPSTRA CAPTIAL CORP. 10QSB Quarterly Report Date Filed: 03/10/2000.
-----------------------------------------------------------------------
CAPSTRA CAPITAL CORP.
(FORMERLY STRAND CAPITAL CORPORATION)
(A WASHINGTON CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(U.S. DOLLARS)
3 MONTHS ENDED FISCAL YEAR ENDED
DECEMBER 31, SEPTEMBER 30,
1999 1999
(UNAUDITED)
ASSETS
INCORPORATION COSTS $ 1,000 $ 1,000
- -------------------------------------------------------------------------------
TOTAL ASSETS $ 1,000 $ 1,000
===============================================================================
LIABILITIES
CURRENT LIABILITIES
Accounts payable $ 2,000 $ 2,000
- -------------------------------------------------------------------------------
TOTAL LIABILITIES 2,000 2,000
- -------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY (DEFICIT)
SHARE CAPITAL
AUTHORIZED:
5,000,000 common shares non-par value
ISSUED AND OUTSTANDING
5,000,000 common shares non-par value
at December 31, 1999 and 10,000 at
September 30, 1999 1,000 1,000
- -------------------------------------------------------------------------------
1,000 1,000
ACCUMULATED DEFICIT (2,000) (2,000)
- -------------------------------------------------------------------------------
(1,000) (1,000)
- -------------------------------------------------------------------------------
$ 1,000 $ 1,000
===============================================================================
CONTINUING OPERATIONS (NOTE 1)
<PAGE>
Page 3
CAPSTRA CAPTIAL CORP. 10QSB Quarterly Report Date Filed: 03/10/2000.
-----------------------------------------------------------------------
CAPSTRA CAPITAL CORP.
(FORMERLY STRAND CAPITAL CORPORATION)
(A WASHINGTON CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS
(U.S. DOLLARS)
(UNAUDITED)
3 MONTHS ENDED 3 MONTHS ENDED
DECEMBER 31, December 31,
1999 1998
EXPENSES
Legal 0 0
- -------------------------------------------------------------------------------
NET EARNINGS (LOSS) FOR THE PERIOD $ 0 $ 0
===============================================================================
BASIC AND DILUTED LOSS PER SHARE $ (0.00000) $ (0.00000)
- -------------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING 5,000,000 10,000
- -------------------------------------------------------------------------------
<PAGE>
Page 4
CAPSTRA CAPTIAL CORP. 10QSB Quarterly Report Date Filed: 03/10/2000.
-----------------------------------------------------------------------
CAPSTRA CAPITAL CORP.
(FORMERLY STRAND CAPITAL CORPORATION)
(A WASHINGTON CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOW
(U.S. DOLLARS)
(UNAUDITED)
3 MONTHS ENDED 3 MONTHS ENDED
DECEMBER 31, December 31,
1999 1998
CASH PROVIDED BY (USED IN)
OPERATIONS
Net Loss for period $ (0) $ (0)
- -------------------------------------------------------------------------------
(0) (0)
Net change in non-cash working
capital balances
Accounts Payable (0) 0
- -------------------------------------------------------------------------------
Net cash used in operating activities (0) 0
Net cash generated by financing activities 0 0
--------------------------------------------------------------------------
CHANGE IN CASH FOR PERIOD 0 0
CASH, BEGINNING OF PERIOD 0 0
- -------------------------------------------------------------------------------
CASH, END OF PERIOD $ 0 $ 0
===============================================================================
<PAGE>
Page 5
CAPSTRA CAPTIAL CORP. 10QSB Quarterly Report Date Filed: 03/10/2000.
-----------------------------------------------------------------------
CAPSTRA CAPITAL CORP.
(FORMERLY STRAND CAPITAL CORPORATION)
(A WASHINGTON CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999
(U.S. DOLLARS)
1. CONTINUING OPERATIONS
Capstra Capital Corp. was incorporated on April 4, 1995 in the state of
Washington, U.S.A.
The Company has negative working capital and a deficit. The ability for
the Company to continue as a going concern is dependent upon its ability
to obtain adequate financing to reach profitable levels of operations.
It is not possible to predict whether financing efforts will be
successful or if the Company will attain profitable levels of operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in accordance with
generally accepted accounting principles in the United States and reflect
the following significant accounting principles:
A. ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amount of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
B. EARNINGS (LOSS) PER COMMON SHARE
In February, 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings Per Share (SFAS 128), which established
new standards for computing and presenting earnings per share
effective for fiscal years ending after December 15, 1997. With SFAS
128, primary earnings per share is replaced by basic earnings per
share, which is computed by dividing income available to common
shareholders by the weighted average number of shares outstanding for
the period. In addition, SFAS 128 requires the presentation of
diluted earnings per share, which includes the potential dilution
that could occur if dilutive securities were exercised or converted
into common stock. The computation of diluted EPS does not assume
the conversion or exercise of securities if their effect is anti-
dilutive. Common equivalent shares consist of the common shares
issuable upon the conversion of the convertible loan notes and
special warrants (using the if-converted method) and incremental
shares issuable upon the exercise of stock options and share purchase
warrants ( using the treasury stock method).
<PAGE>
Page 6
CAPSTRA CAPTIAL CORP. 10QSB Quarterly Report Date Filed: 03/10/2000.
-----------------------------------------------------------------------
C. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on hand, deposits in banks and
highly liquid investments with an original maturity of three months or
less.
3. SHARE CAPITAL
On October 21, 1999, the Company amended its certificate of incorporation
by increasing its authorized capital stock to 5,000,000 shares of common
stock and changing the par value of its common shares to non-par value
per share. Also, the Company converted and split the common stock into
five hundred shares with the result being that the Company has 5,000,000
shares of issued and outstanding stock.
4. INCOME TAXES
The Company has net operating losses, which may give rise to future tax
benefits of approximately $2,000 as at September 30, 1999. To the extent
not used, net operating loss carryforwards expire in varying amounts
beginning in the year 2012. Income taxes are accounted for in accordance
with Statement of Financial Accounting Standards No.109 (SFAS 109).
Under this method, deferred income taxes are determined based on
differences between the tax basis of assets and liabilities and their
financial reporting amounts at each year end, and are measured based on
enacted tax rates and laws that will be in effect when the differences
are expected to reverse. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be
realized. No provision for income taxes is included in the statement due
to its immaterial amount.
<PAGE>
Page 7
CAPSTRA CAPTIAL CORP. 10QSB Quarterly Report Date Filed: 03/10/2000.
-----------------------------------------------------------------------
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company has registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") and Rule 12(g) thereof. The Company files with the
Securities and Exchange Commission periodic and episodic reports under Rule 13
(a) of the Exchange Act, including quarterly reports on Form 10-QSB and annual
reports Form 10-KSB. As a reporting company under the Exchange Act, the Company
may register additional securities on Form S-8 (provided that it is then in
compliance with the reporting requirements of the Exchange Act) and on Form S-3
(provided that is has during the prior 12 month period timely filed all reports
required under the Exchange Act).
The Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desires to become a
reporting company whose securities have been registered under the Exchange Act.
The Company may be deemed to meet the definition of a "blank check" company
contained in Section (7)(b)(3) of the Securities Act of 1933, as amended.
Management believes that there are perceived benefits to being a
reporting company which may be attractive to foreign and domestic private
companies.
These benefits are commonly thought to include
(1) the ability to use securities to make acquisition of assets or
businesses;
(2) increased visibility in the financial community;
(3) the facilitation of borrowing from financial institutions;
(4) improved trading efficiency;
(5) the potential for shareholder liquidity;
(6) greater ease in subsequently raising capital;
(7) compensation of key employees through options for stock
for which there may be a public market;
(8) enhanced corporate image; and,
(9) a presence in the United States capital market.
A private company which may be interested in a business combination
with the Company may include
(1) a company for which a primary purpose of becoming a reporting company
is the use of its securities for the acquisition of assets or
businesses;
(2) a company which is unable to find an underwriter of its securities or
is unable to find an underwriter of securities on terms acceptable to
it;
(3) a company which wishes to become a reporting company with less
dilution of its common stock than would occur normally upon an under-
writing;
(4) a company which believes that it will be able obtain investment
capital on more favorable terms after it has become a reporting
company;
<PAGE>
Page 8
CAPSTRA CAPTIAL CORP. 10QSB Quarterly Report Date Filed: 03/10/2000.
-----------------------------------------------------------------------
(5) a foreign company which may wish an initial entry into the United
States securities market;
(6) a special situation company, such as a company seeking to satisfy
redemption requirements under a qualified Employee Stock Option
Plan; and,
(7) a company seeking one or more of the other benefits believed to attach
to a reporting company.
Management is actively engaged in seeking a qualified private company as a
candidate for a business combination. The Company is authorized to enter into a
definitive agreement with a wide variety of private businesses without
limitation as to their industry or revenues. It is not possible at this time to
predict with which private company, if any, the Company will enter into a
definitive agreement or what will be the industry, operating history, revenues,
future prospects or other characteristics of that company.
As of the date hereof, management has not made any final decision
concerning or entered into any agreements for a business combination. When any
such agreement is reached or other material fact occurs, the Company will file
notice of such agreement or fact with the Securities and Exchange Commission on
Form 8-K. Persons reading this Form 10-QSB are advised to see if the Company
has subsequently filed a Form 8-K.
The Company does not intend to trade its securities in the secondary market
until completion of a business combination. It is anticipated that following
such occurrence the Company will take the steps required to cause its common
stock to be admitted to quotation on the NASD OTC Bulletin Board or, if it then
meets the financial and other requirements thereof, on the Nasdaq SmallCap
Market, National Market System or regional or national exchange.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000
Many existing computer programs use only two digits to identify a year
in such program's date field. These programs were designed and developed without
consideration of the impact of the change in the century for which four digits
will be required to accurately report the date. If not corrected, many computer
applications could fail or create erroneous results by or following the year
2000 ("Year 2000 Problem"). Many of the computer programs containing such date
language problems have not been corrected by the companies or governments
operating such programs. The Company does not have operations and does not
maintain computer systems. However, it is impossible to predict what computer
programs will be effected, the impact any such computer disruption will have on
other industries or commerce or the severity or duration of a computer
disruption.
Before the company enters into any business combination, it will inquire
as to the status of any target company's Year 2000 Problem, the steps such
target company has taken to correct any such problem and the probable impact on
such target company of any computer disruption. However, there can be no
assurance that the Company will not combine with a target company that has an
uncorrected Year 2000 Problem or that any such Year 2000 Problem corrections are
sufficient. The extent of the Year 2000 Problem of a target company may be
impossible to ascertain and its impact on the Company is impossible to predict.
<PAGE>
Page 9
CAPSTRA CAPTIAL CORP. 10QSB Quarterly Report Date Filed: 03/10/2000.
-----------------------------------------------------------------------
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
On October 21, 1999, the company amended it certificate of incorporation by
increasing its authorized capital stock to 5,000,000 shares of common stock and
changing its authorized capital to non-par shares.
As well, the Company split the common stock into 500 shares with the result that
the Company has 5,000,000 shares of issued and outstanding common stock
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
Not applicable.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the
quarter.
_ 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 thereunto duly authorized.
CAPSTRA CAPITAL CORP.
By: /s/ John Mackay
John Mackay, President
Dated: March 10, 2000
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000
<CURRENT-LIABILITIES> (1,000)
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> (1,000)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0.0
<EPS-DILUTED> 0.0
</TABLE>
