SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File No.: 000-29161
CAPTAINS MANAGEMENT CORPORATION, INC.
(Exact name of registrant as it appears in its charter)
NEVADA 88-0448017
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
468 North Camden Avenue
Beverly Hills, California 90210
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: 310-858-5569
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (b) of the Act:
Class A Common Stock $0.0027 Par Value
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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
At the end of the quarter ending 3/31/2000 there were 5,000,000 issued and
outstanding shares of the registrants common stock.
There is no active market for the registrant's securities.
-1-
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
See attached exhibit
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of
1933 as amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934 as amended (the "Exchange Act"). All statements that are
included in this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management believes that the
expectations reflected in these forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from
the expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements contained in
this Statement.
Plan of Operation - General
Captain's Management Corporation, Inc. has engaged in developing vertical
market applications, virtual inventory systems and a public interactive
display network along with its joint venture partner, Touchvision, Inc.
Captain's Management Corporation, Inc. provides and integrates revenue sharing
interactive touch screen-based marketing and distribution systems, as well as,
creative solutions to induce customer loyalty and purchases through premiums,
clubs and interactive programming. Captain's Management Corporation, Inc. also
provides for location and sponsorship related to both interactive touch screen
access e-tail and retail. Touchvision is a technology company that provides
software applications, development, systems integration, and operational
support and management, enabling its customers to publish and distribute
broadband media, create e-commerce enterprises and provide interactive
information and transaction services both over the internet and through
interactive kiosks.
On April 10, 2000, Captain's completed the acquisition of 100% of the
outstanding common stock of RAIL, Inc., a Nevada corporation ("RAIL"), in
exchange for 1,000,000 shares of Captain's Management's Common Stock. The
acquisition was to further pursue Captain's business plan.
On May 30th, 2000, Captain's Management Corp. formed a wholly owned subsidiary
named Kiosk Solutions and Management, Inc. The subsidiary was formed in order
to further pursue Captain's business plan.
-2-
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment company" as an
issuer which is or holds itself out as being engaged primarily in the business
of investing, reinvesting or trading securities. While the Company does not
intend to engage in such activities, the Company may obtain and hold a
minority interest in a number of development stage enterprises. The Company
could be expected to incur significant registration and compliance costs if
required to register under the Investment Company Act of 1940. Accordingly,
management will continue to review the Company's activities from time to time
with a view toward reducing the likelihood the Company could be classified as
an "investment company".
Employees
Management consists of Jimmy H. Jin. Mr. Jin acts as President, Treasurer,
Secretary, and Director.
There are six employees.
The Company has had no operations during this quarter.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities
None
Item 3. Default Upon Senior Securities
None
Item 4. Submission of matters To a Vote of Security Holders
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 10-Q
(a)The following documents are filed as part of this report:
Financial Statements as of June 30, 2000 as prepared by Kurt D. Saliger,
C.P.A
-3-
Exhibits:
3.1 Articles of Incorporation Incorporated by reference The Company's
Form 10-SB/A filed on March 24th, 2000.
3.2 By-Laws Incorporated by reference The Company's
Form 10-SB/A filed on March 24th, 2000.
27.1 8K/A Incorporated by reference The Company's
8K/A acquisition of Rail. Filed Sep.13,
2000
27.1 8K Incorporated by reference
The Company's 8K formation of
Kiosk subsidiary. Filed Sept.5,
2000
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.
Captain's Management Corporation, Inc.
Dated: September 20, 2000
By:/s/ _________________________________
Jimmy Jin,
-4-
CAPTAINS MANAGEMENT CORPORATION, INC.
FINANCIAL STATEMENTS
June 30, 2000
CAPTAINS MANAGEMENT CORPORATION, INC.
CONTENTS
Page
Independent Auditor's Report 1
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Changes in Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-7
KURT D. SALIGER
Certified Public Accountant
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Captain's Management Corporation, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheets of Captain's Management
Corporation, Inc. (a development stage company) as of June 30, 2000, and the
related statements of operations, changes in stockholders' equity and cash
flows for the six months in the period ended June 30, 2000. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based
on my audits.
I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audits provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all, material respects, the financial position of Captain's Management
Corporation, Inc., as of June 30, 2000 and the results of their operations
and its cash flows for the six month period ended June 30, 2000, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has had no operations and has no
established source of revenue. This raises substantial doubt about its
ability to continue as a going concern. Management's planin regard to these
matters are also described in Note 4. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Kurt D. Saliger C.P.A.
August 23, 2000
CAPTAINS MANAGEMENT CORPORATION, INC.
( A Develpment Stage Company)
BALANCE SHEET
ASSETS
June 30, 2000
CURRENT ASSETS
Cash $0
Accounts Receivable $0
_________
TOTAL CURRENT ASSETS $0
PROPERTY AND EQUIPMENT, NET $77,315
OTHER ASSETS
Licensing Fees $36,000
_________
TOTAL ASSETS $113,315
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $0
Accrued Liabilities $0
Current Portion, Long Term Debt $0
_________
TOTAL CURRENT LIAILITIES $0
LONG-TERM DEBT $0
STOCKHOLDER'S EQUITY $0
Common Stock, no par value
authorized 25,000,000 shares;
issued and outstanding
1,027,000 shares $119,376
Additional Paid In Capital $0
Deficit Accumulated During
Development Stage ($6,061)
__________
TOTAL STOCKHOLDERS' EQUITY $113,315
__________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $113,315
----------
See accompanying notes to financial statements.
-2-
CAPTAINS MANAGEMENT CORPORATION, INC.
( A Development Stage Company )
STATEMENT OF OPERATIONS
For the August
period 08, 1996
ended (inception)
June 30, to June 30,
2000 2000
<TABLE>
<S> <C> <C>
REVENUES $0 $0
COSTS OF REVENUES $0 $0
---------- ----------
GROSS PROFIT $0 $0
OPERATING EXPENSES
Selling, general and
administrative $0 $2,700
Amortization and depreciation $3,361 $3,361
---------- ---------
TOTAL OPERATING EXPENSES $3,361 $6,061
---------- ---------
INCOME (LOSS) FROM OPERATIONS ($3,361) ($6,061)
OTHER INCOME (EXPENSES)
Gain on sale of assets $0 $0
Interest expense $0 $0
---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES ($3,361) ($6,061)
Income Taxes $0 $0
--------- ----------
NET PROFIT (LOSS) ($3,361) ($6,061)
--------- ----------
NET PROFIT (LOSS)
PER SHARE ($0.0033) (0.0059)
__________ __________
AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING 1,027,000 1,027,000
</TABLE>
See accompanying notes to financial statements.
-3-
CAPTAINS MANAGEMENT CORPORATION, INC.
( A Development Stage Company )
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
June 30, 2000
Common Stock (Deficit)
-------------- Accumulated
Number Additional During
of Paid In Development
Shares Amount Capital Stage
-------- --------- ----------- -----------
<TABLE>
<S> <C> <C> <C> <C>
Issued for cash
08-08-96 27,000 $2,700 $0
Net (Loss), 08-08-96
(inception) to 12-31-96 ($2,700)
-------- ---------- ----------- -----------
Balance, Dec. 31, 96 27,000 $2,700 $0 ($2,700)
Net (Loss), 12-31-97 $0
-------- ---------- ----------- ----------
Balance, Dec. 31, 97 27,000 $2,700 $0 ($2,700)
Net (Loss), 12-31-98 $0
-------- ---------- ---------- ---------
Balance, Dec 31, 1998 27,000 $2,700 $0 ($2,700)
Net (Loss), 12-31-99 $0
-------- ---------- --------- ---------
Balance, Dec. 31, 1999 27,000 $2,700 $0 ($2,700)
Issued for assets
Rail, Inc.
04-10-00 1,000,000 $116,676 $0
Net (Loss), 06-30-00 ($3,361)
--------- ---------- --------- ---------
Balance June
30, 2000 1,027,000 $119,376 $0 ($6,061)
========== ========== ========= =========
</TABLE>
See accompanying notes to financial statements.
-4-
CAPTAINS MANAGEMENT CORPORATION, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan. 1 August 08,
to 1996
June (inception)
30, 2000 to June 30, 2000
<TABLE>
<S> <S> <S>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net (Loss) ($3,316) ($6,016)
Amortization and depreciation $3,316 $3,316
--------- ------------
CASH FLOWS FROM
OPERATING ACTIVITIES $0 ($2,700)
Issue common stock $0 $2,700
Treasury stock $0 $0
--------- ------------
Net increase
(decrease) in cash $0 $0
Cash, Beginning
of Period $0 $0
_________ ___________
Cash, End
of Period $0 $0
========= ===========
</TABLE>
See accompanying notes to financial statements.
-5-
CAPTAINS MANAGEMENT CORPORATION, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized August 08, 1996 under the laws of the State of
Nevada, under the name Captains Management Corporation, Inc. The Company
currently has no operations and, in accordance with SFAS #7, is considered a
development stage company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method of
accounting.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities, and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
For the statements of cash flows, all highly liquid investments with a
maturity of three months or less are considered to be cash equivalents. There
were no cash equivalents as of June 30, 2000.
Fixed assets
The Company does not maintain or control any fixed assets.
Income taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS
# 109) "Accounting for Income Taxes." A deferred tax asset or liability is
recorded for all temporary differences between financial and tax reporting.
Deferred tax expense (benefit) results from the net change during the year
deferred tax assets and liabilities.
-6-
CAPTAINS MANAGEMENT CORPORATION, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Loss per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) " Earnings Per Share." Basic loss
per share is computed by dividing losses available to common stockholders by
the weighted average number of common shares outstanding during the period.
Diluted loss per share reflects per share amounts that would resulted in
dilutive common stock equivalents have been converted to common stock. As of
June 30, 2000 the Company had no dilutive common stock equivalents such as
stock options.
NOTE 3 - STOCKHOLDERS' EQUITY
The authorized common stock of Captains Management Corporation, Inc.
consists of 25,000,000 shares with no par value per share.
On April 10,2000 the Company acquired all of the issued and outstanding common
stock of Rail, Inc. in exchange for 1,000,000 shares of the Company's stock.
The acquisition was accounted for using the purchase method of accounting.
The Company has issued 1,027,000 shares of its common stock.
The Company has no preferred stock.
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company has no current source of
revenue. Without realization of additional capital, it would be unlikely for
the Company to continue as a going concern.
-7-
