UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2000
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:
OneCap
(Exact name of registrant as specified in its charter)
Nevada 88-0429535
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
5450 W. Sahara Ave., 2nd Floor, 89146
Las Vegas, NV (Zip Code)
(Address of principal executive
offices)
(702) 948-8800
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
8,811,618
/1/
OneCap
(A Development Stage Company)
Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets September 30, 2000 (Unaudited) and June 30, 4
2000
Statements of Income For The Three Months Ended September, 5
2000 and 1999 (Unaudited)
Statements of Changes in Stockholders' Equity For The Three 6
Months Ended September 30, 2000 and For The Year ended June
30, 2000 (Unaudited)
Statements of Cash Flows For The Three Months Ended September 7
30, 2000 and 1999 (Unaudited)
Notes to Financial Statements 8
Item 2. Management's Discussion and Plan of Operation 12
PART II - OTHER INFORMATION
Item 6. Exhibits 13
SIGNATURES 14
/2/
OneCap
FINANCIAL STATEMENTS
FOR PERIOD ENDING
September 30, 2000
/3/
OneCap
BALANCE SHEETS
SEPTEMBER 30, 2000 (UNAUDITED) AND JUNE 30, 2000
As of As of
September June 30,
ASSETS 30, 2000 2000
(Unaudited)
---------- -------
Current assets:
Cash $ 843,500 $ 492,200
Accounts receivable (net of allowance for 28,514 1,200
doubtful accounts of $-0-)
Income tax receivable 0 2,700
--------- ---------
Total current assets 872,014 496,100
Loan receivable, related party (Note 2) 38,002 0
Property and equipment (Notes 3 and 4) 101,124 31,300
Other assets (net of accumulated 29,476 9,900
amortization of $2,434 and $2,000) --------- ---------
$ 1,040,616 $ 537,300
=========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other liabilities $ 63,303 $ 101,400
Income tax payable 131,200 0
Note payable, current portion (Note 4) 45,350 0
---------- ---------
Total current liabilities 239,853 101,400
---------- ---------
Note payable, net current portion (Note 4) 99,845 --
Total liabilities 339,698 101,400
---------- ---------
Commitments and contingencies (Note 5) -- --
Stockholders' equity (Note 6):
Preferred stock, $.001 par value; 5,000,000 -- --
shares authorized, No shares issued and
outstanding
Common stock, $.001 par value; 20,000,000 8,800 8,800
shares authorized, 8,811,618 shares issued
and outstanding
Additional paid-in capital 422,500 422,500
Retained earnings 269,618 4,600
--------- --------
700,918 435,900
--------- --------
$ 1,040,616 $ 537,300
========== ========
The Notes to Financial Statements are an integral part of this
statement
/5/
OneCap
STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER, 2000 AND 1999
(UNAUDITED)
Three months ended
September 30
2000 1999
------- ---------
Revenues:
Loan fees and commissions $ 697,869 $ 146,218
-------- ---------
Expenses:
General and administrative expenses 304,571 83,094
(Note 2)
Depreciation and amortization expense 4,668 1,210
------- --------
309,239 84,304
------- --------
Income from operations 388,630 61,914
Other income:
Interest income 10,288 492
------- --------
Net income before income taxes 398,918 62,406
Income tax expense:
Current federal 133,900 0
Deferred federal 0 0
------- --------
133,900 --
Net income -------- --------
$ 265,018 $ 62,406
======== ========
Earnings per common share $ 0.030 $ 624.06
======== ========
Weighted average number of common shares 8,811,618 100
outstanding ========= =========
The Notes to Financial Statements are an integral part of this
statement
/5/
OneCap
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND
FOR THE YEAR ENDED JUNE 30, 2000
(UNAUDITED)
Common Stock Additi Retained Stockho
onal earnings lders'
----------------- paid- Equity
in
capital
Shares Amount
-------- ------- ------- -------- ---------
Balance, June 30, 1999 100 $-- $19,600 (1,000) $ 18,600
November 1, 1999, 6,937,400 6,900 -- -- 6,900
issuance of shares
May, 2000 issuance of 1,874,118 1,900 402,900 -- 404,800
shares
Net income for the -- -- -- 5,600 5,600
year ended June 30,
2000
-------- ------- ------- ------- ---------
Balance, June 30, 8,811,618 8,800 422,500 4,600 435,900
2000
Net income for the 265,018 265,018
three months ended -------- ------- ------- ------- ---------
September 30, 2000
Balance, September 8,811,618 $8,800 $ 422,500 $269,618 $ 700,918
30, 2000 ======== ======= ======= ======= =========
The Notes to Financial Statements are an integral part of this
statement
/6/
OneCap
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
Three months ended
September September
30, 2000 30, 1999
---------- ----------
Cash flows from operating activities:
Net income $ 265,018 $ 62,406
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 4,668 1,210
Increase in accounts receivable (27,314) (24,668)
Increase in other assets (20,010) 0
(Decrease) increase in accounts payable (38,099) 23,678
and other liabilities
Increase in income tax payable 133,900 0
--------- ---------
Net cash provided by operating activities 318,163 62,626
--------- ---------
Cash flows from investing activities:
Additions to property and equipment (74,056) (6,577)
Increase in notes receivable, related (38,002) 0
party --------- ---------
Net cash used in investing activities (112,058) (6,577)
--------- ---------
Cash flows from financing activities:
Proceeds from note payable 150,000 0
Payments on note payable (4,805) 0
Issuance of stock 0 0
--------- ---------
Net cash provided by financing activities 145,195 0
--------- ---------
Net increase in cash 351,300 56,049
Cash at beginning of period 492,200 200
--------- ---------
Cash at end of period $ 843,500 $ 56,249
========= =========
Supplemental disclosure of cash flow
information:
Cash paid for interest expense $ 2,300 $ 0
Cash paid for income taxes $ 940 $ 0
========= ==========
The Notes to Financial Statements are an integral part of these
statements
/7/
OneCap
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
1. Basis of presentation:
As permitted by the Securities and Exchange Commission under Rule
10-01 of Regulation S-X, the accompanying financial statements
and notes have been condensed and, therefore, do not contain all
disclosures required by generally accepted accounting principles.
For additional disclosures, refer to the Annual Report on Form 10-
SB of the Company for the year ended June 30, 2000 ("Fiscal
2000").
In the opinion of the Company, the accompanying unaudited
financial statements contain all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation
of the results for the interim periods.
The computations of earnings per common share are based on the
weighted average number of common shares outstanding.
Results of the interim periods are not necessarily indicative of
those to be expected for the full year.
2. Related party transactions:
a. Note receivable, related party:
In August 2000, the Company signed a note receivable with
Pacific Properties & Development, LLC, a company owned by a
majority stockholder for $38,002. The note is secured by
furniture and equipment, bears interest at 10.5% per annum
with monthly principal and interest payments of $1,235 and is
scheduled to mature in August 2003.
b. Accounts payable:
Accounts payable as of September 30, 2000 includes $14,664 due
to Pacific Properties & Development, LLC.
c. Revenues:
The majority of the Company's revenues are derived from
commercial loan closings for related entities in which one
stockholder has an ownership interest and loans processed for
buyers in Southern Nevada who purchase homes developed by
Pacific Homes and other related entities under common control.
/8/
OneCap
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
2. Related party transactions (continued):
d. Office space:
During the three months ended September 30, 1999, the Company
leased office space from an affiliated partnership on a month-
to-month basis. The total rent paid for office space was
$8,085 for the three months ended September 30, 1999.
3. Property and equipment:
Property and equipment at September 30, 2000 and June 30, 2000
consisted of the following:
September June 30,
30, 2000
2000 (audited)
(unaudited)
----------- --------
Computer equipment $ 26,700 $ 26,700
Computer software 4,900 4,900
Furniture and equipment 81,788 7,800
--------- --------
113,388 39,400
Less accumulated depreciation 12,264 8,100
--------- --------
$ 101,124 $ 31,300
========= ========
4. Note payable:
In August, 2000, the Company signed a note payable agreement with
a bank, secured by furniture and equipment, bearing interest at
9.5% per annum, and scheduled to mature in August, 2003. The
note is personally guaranteed by a majority stockholder.
/9/
OneCap
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
4. Note payable (continued):
The note payable is scheduled to mature as follows:
For the year
ending
September 30,
---------------
2001 $ 45,350
2002 49,851
2003 49,994
----------
Total $ 145,195
==========
5. Commitments and contingencies:
Concentration of credit risk:
In the normal course of business, the Company maintains cash at a
financial institution in excess of federally insured limits.
Employee benefit plan:
The Company adopted a retirement savings plan for its employees
under Section 401(k) of the Internal Revenue Code. The plan
allows employees of the Company to defer up to the lesser of the
Internal Revenue Code prescribed maximum amount or 15% of their
income on a pre-tax basis through contributions to the plan. The
Company matches 25% of eligible employees' contributions up to a
maximum of 6% of their individual earnings.
On July 27, 2000, the Company adopted a stock option plan for a
maximum of 1,250,000 shares of common stock. The Board of
Directors has the authority to issue stock options, the terms of
which including, without limitation, vesting periods and strike
prices (but in no event can options be issued with a strike price
less then 100% of current FMV of the stock price) may be fixed by
the Board of Directors at its sole discretion. Through September
30, 2000 no stock options have been issued.
/10/
OneCap
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
5. Commitments and contingencies (continued):
On July 9, 2000, the Company entered into an operating lease
agreement for corporate office space in Las Vegas, Nevada. The
lease commenced on August 1, 2000 and expires January 31, 2003
with an option to renew for 20 months. Monthly payments are
$19,800 with 4% annual increases each year on October 1. In
connection with the lease, the Company entered into a sub-lease
agreement with Pacific Properties and Development, LLC, a company
under common control. The sub-lease commenced August 1, 2000 and
expires January 31, 2003 with an option to renew for 20 months.
Under the agreement, the Company will receive $9,900 per month
with 4% annual increases each year on October 1.
6. Stockholders' equity:
Restricted shares of common stock:
7,356,418 of the total shares of common stock outstanding are
restricted.
Preferred stock:
The Board of Directors has the authority to issue the preferred
stock, the terms of which (including, without limitation,
dividend rates, conversion rights, voting rights, terms of
redemption and liquidation preferences) may be fixed by the Board
at its sole discretion. The holders of the Company's common
stock will not be entitled to vote upon such matters. No shares
of preferred stock of any series are outstanding and the Board of
Directors has no present intention to issue any such shares.
Shares of preferred stock issued in the future could have
conversion rights, which may result in the issuance of additional
shares of common stock, which could dilute the interest of the
holders of common stock. Such shares could also have voting
rights and liquidation preferences which are senior to the rights
and preferences of the common stock. Additionally, such shares
could have dividend, redemption or other restrictive provisions.
Warrants and options:
There are no warrants or options outstanding to acquire any
additional shares of common stock.
/11/
Item 2. Management's Discussion and Plan of Operation
Forward-Looking Statements
This Quarterly Report contains forward-looking statements about our
business, financial condition and prospects that reflect our
assumptions and beliefs based on information currently available.
We can give no assurance that the expectations indicated by such
forward-looking statements will be realized. If any of our
assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, our
actual results may differ materially from those indicated by the
forward-looking statements.
The key factors that are not within our control and that may have a
direct bearing on operating results include, but are not limited to,
acceptance of our services, our ability to expand our customer base,
our ability to raise capital in the future, the retention of key
employees and changes in the regulation of our industry.
There may be other risks and circumstances that we are unable to
predict. When used in this Quarterly Report, words such as,
"believes," "expects," "intends," "plans," "anticipates,"
"estimates" and similar expressions are intended to identify forward-
looking statements, although there may be certain forward-looking
statements not accompanied by such expressions. All forward-
looking statements are intended to be covered by the safe harbor
created by Section 21E of the Securities Exchange Act of 1934.
General
OneCap (or the "Company"), a Nevada corporation, was incorporated on
June 7, 1999. We are a full service realty and mortgage company
specializing in both residential and commercial transactions. Our
goal is to create a one-stop, full-service real estate company that
can coordinate and handle all types of transactions from start to
finish. We can assist clients in home sales, home purchases, home
mortgages, commercial property acquisitions, commercial property
dispositions, commercial financing, commercial leasing, and other
related real estate services. Our management team brings many years
of experience in real estate service to their clients.
Results of Operations
OneCap generated $697,869 in gross revenue for the quarter ending
September 30, 2000, a 377% increase compared to $146,218 of gross
revenue generated in the same period ending September 30, 1999.
General and Administrative expenses also increased from $53,094 to
$304,571 during the periods ending September 30, 1999 and 2000
respectively, a 267% increase. Pretax net income rose from $62,406
to $398,918 during the period ending September 30, 1999 to 2000
respectively, a 539% increase. Net Income after tax was $265,018
for the quarter ending September 30, 2000 compared to $62,406 for
the quarter ending September 30, 1999, a 325% increase. The Company
was an S-corporation in September 1999, and therefore had no tax
effect for that quarter. Earnings per share were $0.030 for the
quarter ended September 30, 2000.
Significant revenues generated include a non-recurring property
acquisition project with a related entity, PH LLC, during the
quarter ended September 30, 2000 and the Company earned a total of
$476,441 in gross revenue from this project. The Company also
assisted in the closing of a 16.3 acre, $8,011,820 land sale to
HealthSouth corporation in which the seller was a related entity,
Lake Mead Horizon LLC, and the company earned a total commission of
$151,236. We also assisted PH LLC, a related entity, in obtaining a
$4,000,000 land loan during the quarter, in which the Company earned
$20,000 in gross revenue.
During the quarter, OneCap relocated its offices to 5450 West Sahara
Avenue, Second Floor, Las Vegas, Nevada 89146 and invested in
additional equipment, workstations and furnishings to accommodate
our anticipated expansion.
Future Business
During the next year, OneCap plans on expanding its client base to
obtain suitable revenue growth to consistently maintain each of its
four divisions: Commercial Realty, Commercial Financing, Home
Realty, and Home Financing. Currently, the Company maintains
offices in Las Vegas, Nevada and is working on attracting new
clients, expanding its business with existing clients, obtaining new
financing sources and financing products and obtaining the ability
to provide services in other markets.
At the end of the quarter ended September 30, 2000, the company had
contracts with 10 independent realtor agents who provide commercial
and residential realty services to OneCap's clients. We expect to
continue to grow the number of independent agents it has contracted
with in the future.
Liquidity and Capital Resources
Based on the September 30, 2000 quarter ending cash balance of
$843,500, and the net income generated during the quarter, the
company has sufficient liquidity to continue its current operations.
/12/
PART II - OTHER INFORMATION
Item 6. Exhibits
Exhibit Name and/or Identification of Exhibit
Number
3 Articles of Incorporation & By-Laws
(a)Articles of Incorporation of the Company filed June 7,
1999. Incorporated by reference to the exhibits to the
Company's General Form For Registration Of Securities Of
Small Business Issuers on Form 10-SB, previously filed
with the Commission.
(b)By-Laws of the Company adopted June 7, 1999.
Incorporated by reference to the exhibits to the Company's
General Form For Registration Of Securities Of Small
Business Issuers on Form 10-SB, previously filed with the
Commission.
27 Financial Data Schedule
Financial Data Schedule of OneCap ending September 30,
2000
/13/
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
OneCap
(Registrant)
Date: October 31, 2000
By: /s/ Vince Hesser
Vince Hesser, President and Director
/14/
