U.S. 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 SEPTEMBER 30, 2000
[ ] 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 0-25901
CONCEPT CAPITAL CORPORATION
(Exact name of small business issuer as specified in charter)
UTAH 87-0422564
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
175 South Main Street, Suite 1210, Salt Lake City, Utah 84111
(Address of principal executive offices) (Zip Code)
(801)364-2538
(Issuer's telephone number)
Not Applicable
(Former name, former address, and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act 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
Applicable only to issuers involved in bankruptcy proceedings
during the preceding five years
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed
by a court. Yes No
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date
As of November 8, 2000, the issuer had outstanding 4,425,000
shares of common stock, par value $0.001.
Transitional Small Business Disclosure Format
(Check one):
Yes No X
<PAGE>
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements as defined
in the Private Securities Litigation Reform Act of 1995. Such
statements reflect the Company's views with respect to future
events based upon information available to it at this time.
These forward-looking statements are subject to certain
uncertainties and other factors that could cause actual results
to differ materially from such statements. These uncertainties
and other factors include, but are not limited to: the ability of
the Company to locate a business opportunity for acquisition or
participation by the Company; the terms of the Company's
acquisition of or participation in a business opportunity; and
the operating and financial performance of any business
opportunity following its acquisition or participation by the
Company. The words "anticipates," "believes," "estimates,"
"expects," "plans," "projects," "targets" and similar expressions
identify forward looking statements. Readers are cautioned not
to place undue reliance on these forward looking statements,
which speak only as of the date the statement was made. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, changes in assumptions, future events or otherwise.
Part I--Financial Information
Item 1. Financial Statements
Concept Capital Corporation (the "Company" or the
"Issuer"), files herewith its unaudited condensed balance sheets
as of September 30, 2000 and December 31, 1999, the related
unaudited condensed statements of operations for the three and
nine months ended September 30, 2000 and 1999, and for the period
from inception on May 21, 1985 through September 30, 2000, and
the related unaudited condensed statements of cash flows for the
nine months ended September 30, 2000 and 1999, and for the period
from inception on May 21, 1985 through September 30, 2000. In
the opinion of the Company's management, the financial statements
reflect all adjustments, all of which are normal recurring
adjustments, necessary to fairly present the financial condition
of the Company for the interim periods presented. The financial
statements included in this report on Form 10-Q should be read in
conjunction with the Company's audited financial statements and
the notes thereto included in its annual report on Form 10-KSB
for the year ended December 31, 1999.
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CONCEPT CAPITAL CORP.
[A Development Stage Company]
UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
<PAGE>
CONCEPT CAPITAL CORP.
[A Development Stage Company]
CONTENTS
PAGE
Unaudited Condensed Balance Sheets,
September 30, 2000 and December 31, 1999 2
Unaudited Condensed Statements of Operations,
for the three and nine months ended
September 30, 2000 and 1999 and for the
period from inception on May 21, 1985
through September 30, 2000 3
Unaudited Condensed Statements of Cash Flows,
for the nine months ended September 30, 2000
and 1999 and for the period from inception
on May 21, 1985 through September 30, 2000 4 - 5
Notes to Unaudited Condensed Financial Statements 6 - 8
<PAGE>
CONCEPT CAPITAL CORP.
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited]
ASSETS
September 30, December 31,
2000 1999
___________ ___________
CURRENT ASSETS:
Cash in bank $ 252,751 $ 254,522
Prepaid expense 539 -
___________ ___________
Total Current Assets 253,290 254,522
___________ ___________
$ 253,290 $ 254,522
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ - $ 100
Accrued income taxes - 50
___________ ___________
Total Current Liabilities - 150
___________ ___________
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
50,000,000 shares authorized,
4,425,000 and 4,375,000 shares
issued and outstanding 4,425 4,375
Capital in excess of par value 250,830 243,380
Earnings (deficit) accumulated during
the development stage (1,965) 6,617
___________ ___________
Total Stockholders' Equity 253,290 254,372
___________ ___________
$ 253,290 $ 254,522
___________ ___________
Note: The Balance Sheet as of December 31, 1999, was taken from the
audited financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited
condensed financial statements.
2
<PAGE>
CONCEPT CAPITAL CORP.
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
For the Three For the Nine From Inception
Months Ended Months Ended on May 21,
September 30, September 30, 1985 Through
_________________ _________________ September 30,
2000 1999 2000 1999 2000
________ ________ ________ ________ ____________
REVENUE: $ - $ - $ - $ - $ -
________ ________ ________ ________ ____________
Total Revenues - - - - -
________ ________ ________ ________ ____________
OPERATING EXPENSES:
General and
administrative 3,112 64 19,495 20,954 96,367
Amortization - - - - 500
________ ________ ________ ________ ____________
Total Operating
Expenses (3,112) (64) (19,495) (20,954) (96,867)
________ ________ ________ ________ ____________
OTHER INCOME
(EXPENSE):
Interest, dividends,
and capital gain
distributions 3,814 2,941 10,913 8,563 143,690
Gain from sale of
available-for-sale
securities - - - 10,138 19,334
Loss on sale or
abandonment of
available-for-sale
securities - - - - (61,763)
________ ________ ________ ________ ____________
Total Other
Income
(Expenses) 3,814 2,941 10,913 18,701 101,261
________ ________ ________ ________ ____________
INCOME (LOSS) BEFORE
INCOME TAXES 702 2,877 (8,582) (2,253) 4,394
CURRENT TAX EXPENSE - - - - 6,359
DEFERRED TAX EXPENSE - - - - -
________ ________ ________ ________ ____________
NET INCOME (LOSS) $ 702 $ 2,877 $ (8,582)$ (2,253)$ (1,965)
________ ________ ________ ________ ____________
INCOME (LOSS) PER
COMMON SHARE $ .00 $ .00 $ (.00)$ (.00)$ (.00)
________ ________ ________ ________ ____________
The accompanying notes are an integral part of these unaudited
condensed financial statements.
3
<PAGE>
CONCEPT CAPITAL CORP.
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
[Unaudited - See Accountants' Review Report]
For the Nine From Inception
Months Ended on May 21,
September 30, 1985 Through
_________________ September 30,
2000 1999 2000
________ ________ ____________
Cash Flows From Operating Activities:
Net income $ (8,582)$ (2,253)$ (1,965)
Adjustments to reconcile net
income (loss) to net cash
used by operating activities:
Stock issued for services
rendered 7,500 - 7,500
Amortization expense - - 500
Net realized (gain) loss on
disposition of securities - (10,138) 42,429
Changes in assets and liabilities:
(Decrease) in accounts
payable (100) (600) -
Increase (decrease) in income
taxes payable (50) (1,623) -
(Increase) in prepaid expenses (539) (541) (539)
(Increase) deferred income
taxes - - -
________ ________ ____________
Net Cash Provided (Used) by
Operating Activities (1,771) (15,155) 47,925
________ ________ ____________
Cash Flows From Investing Activities:
Payment of organization costs - - (500)
Proceeds from sale of securities - 132,637 259,032
Purchase of securities - - (301,461)
________ ________ ____________
Net Cash Provided (Used) by
Investing Activities - 132,637 (42,929)
________ ________ ____________
Cash Flows From Financing Activities:
Proceeds from common stock issuance - 105,000 262,000
Payments for stock offering costs - - (14,245)
________ ________ ____________
Net Cash Provided by Financing
Activities - 105,000 247,755
________ ________ ____________
Net Increase (Decrease) in Cash (1,771) 222,482 252,751
Cash at Beginning of Period 254,522 29,853 -
________ ________ ____________
Cash at End of Period $252,751 $252,335 $ 252,751
________ ________ ____________
Supplemental Disclosures of Cash
Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ 1,659 $ 6,309
[Continued]
4
<PAGE>
CONCEPT CAPITAL CORP.
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
[Unaudited - See Accountants' Review Report]
[CONTINUED]
Supplemental Schedule of Noncash Investing and Financing
Activities:
For the nine months ended September 30, 2000
The Company issued 50,000 shares of common stock for services
rendered at $7,500 (or at $0.15 per share).
For the nine months ended September 30, 1999:
Unrealized gains on available-for-sale securities in the
amount of $21,801 were realized due to the sale of the
underlying securities.
The accompanying notes are an integral part of these financial
statements.
5
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Concept Capital Corporation (the Company) was
organized under the laws of the State of Utah on May 21, 1985.
The Company is seeking potential business opportunities for
acquisition or participation. The Company has not yet generated
significant revenues from its planned principal operations and is
considered a development stage company as defined in Statement of
Financial Accounting Standards (SFAS) No. 7. The Company has, at
the present time, not paid any dividends and any dividends that
may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.
Condensed Financial Statements - The accompanying financial
statements have been prepared by the Company without audit. In
the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at
September 30, 2000 and 1999 and for the periods then ended have
been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these condensed financial statements be read
in conjunction with the financial statements and notes thereto
included in the company's December 31, 1999 audited financial
statements. The results of operations for the periods ended
September 30, 2000 are not necessarily indicative of the
operating results for the full year.
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, the disclosures of
contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimated by management.
Cash and Cash Equivalents - For purposes of the financial
statements, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to
be cash equivalents.
Concentration of Credit Risk - As of September 30, 2000, the
Company had cash balances in excess of federally insured amounts
of approximately $152,751.
Investments - Investments in available-for-sale securities are
carried at fair value. Unrealized gains and losses, net of the
deferred tax effects, are included as a separate element of
stockholders' equity. Realized gains and losses are based on the
difference between sales price and actual cost of the securities
and are included in earnings.
Income (Loss) Per Share - The computation of income (loss) per
share is based on the weighted average number of shares
outstanding during the period presented in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings
Per Share" [See Note 7].
Comprehensive Income - The Company adopted the provisions of SFAS
No. 130, "Reporting Comprehensive Income", during 1999.
6
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards (SFAS) No. 132, "Employer's Disclosure about
Pensions and Other Postretirement Benefits", SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities",
SFAS No. 134, "Accounting for Mortgage-Backed Securities.", SFAS
No. 135 "Rescission of FASB Statement No. 75 and Technical
Corrections", SFAS No. 136, "Transfers of Assets to a not for
profit organization or charitable trust that raises or holds
contributions for others, " and SFAS No. 137, " Accounting for
Derivative Instruments and Hedging Activities - deferral of the
effective date of FASB Statement No. 133 (an amendment of FASB
Statement No. 133)," were recently issued. SFAS No. 132, 133,
134, 135, 136, and 137 have no current applicability to the
Company or their effect on the financial statements would not
have been significant.
NOTE 2 - AVAILABLE-FOR-SALE SECURITIES
The Company had previously invested in mutual fund shares which
were accounted for as investments available-for-sale. At
December 31, 1998, these shares had unrealized gains of $21,801
(with an estimated tax effect of $4,359). During the year ended
December 31, 1999 the Company sold all of its holdings and
realized a gain of $10,138 from the proceeds of $132,637.
NOTE 3 - COMMON STOCK
During May 2000, the Company issued 50,000 shares of common stock
for legal services rendered at $7,500 (or $0.15 per share).
During March 1999, the Company issued 2,625,000 shares of common
stock for cash proceeds of $105,000 ($.04 per share) to an
individual and six other investors. Stock offering costs of
$1,000 were netted against additional paid in capital. The
issuance of common stock resulted in a change of control of the
Company [See Note 5].
During July 1986, the Company completed a public offering of
1,450,000 shares of common stock for gross proceeds of $145,000,
or $.10 per share. Offering costs of $13,245 were offset against
the proceeds of the offering.
During May 1985, in connection with its organization, the Company
issued 300,000 shares of common stock to its original officers
and directors and their associates for total proceeds of $12,000,
or $.04 per share.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". SFAS No. 109 requires the Company to provide
a net deferred tax asset/liability equal to the expected future
tax benefit/expense of temporary reporting differences between
book and tax accounting methods and any available operating loss
or tax credit carryforwards. At September 30, 2000, the Company
has available operating loss or tax credit carryforwards of
approximately $1,900, which may be applied against future taxable
income and which expire in various years through 2020.
7
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 4 - INCOME TAXES [CONTINUED]
The amount of and ultimate realization of the benefits from the
operating loss carryforwards for income tax purposes is
dependent, in part, upon the tax laws in effect, the future
earnings of the Company, and other future events, the effects of
which cannot be determined. Because of the uncertainty
surrounding the realization of the loss carryforwards the Company
has established a valuation allowance equal to the tax effect of
the loss carryforwards and, therefore, no deferred tax asset has
been recognized for the loss carryforwards. The net deferred tax
assets is approximately $660 as of September 30, 2000, with an
offsetting valuation allowance of the same amount resulting in a
change in the valuation allowance of approximately $2,900 during
the nine months ended September 30, 2000.
NOTE 5 - CHANGE IN CONTROL
During March 1999, an individual and six other investors
purchased 2,625,000 shares of common stock of the Company [See
Note 3] giving them a 60% controlling interest in the Company.
The former officers and directors resigned and the individual was
elected as the new president and a member of the board of
directors.
NOTE 6 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company did not pay compensation to
its officers and directors during the period ended September 30,
2000.
Rent - The Company shares office space with entities related to
an officer/shareholder of the Company. Beginning in April 1999,
the Company has agreed to pay $180 rent per month for its share
of the office space. The Company paid approximately $1,617 for
the nine months ended September 30, 2000 for its share of the
office space.
NOTE 7 - EARNINGS PER SHARE
The following data show the amounts used in computing income
(loss) per share and the effect on income and the weighted
average number of shares of dilutive potential common stock for
the periods presented:
For the Three For the Nine From Inception
Months Ended Months Ended on May 21,
September 30, September 30, 1985 Through
___________________________________ September 30,
2000 1999 2000 1999 2000
_________ _________ _________ _________ __________
Income (loss)
from continuing
operations
applicable to
common
stockholders
(numerator) $ 702 $ 1,386 $ (8,582) $ (2,253) $ (1,965)
_________ _________ _________ _________ __________
Weighted average
number of common
shares outstanding
used in earnings
per share during
the period
(denominator) 4,425,000 4,375,000 4,401,277 3,788,462 1,911,344
_________ _________ _________ _________ __________
Dilutive earnings per share was not presented, as the Company had
no common equivalent shares for all periods presented that would
affect the computation of diluted earnings per share.
8
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
Plan of Operation
During the next twelve months, and thereafter if required,
the officers and directors of the Company will utilize their
business contacts in an effort to locate a business opportunity
for acquisition or participation by the Company. Such contacts
may include investment bankers and other securities
professionals, lawyers, accountants, industry consultants,
members of management of public and private companies, business
brokers, and personal acquaintances. When and if a potential
business opportunity is located, the Company's officers and
directors may incur travel expenses in connection with their
review of such opportunity and, if they determine to proceed
further, may also incur expenses for the engagement of
professionals such as lawyers and accountants to assist in a "due
diligence" review of the opportunity and the negotiation and
preparation of the necessary legal documents. While the precise
nature and amount of such expenses cannot be foreseen at this
time, the Company anticipates that its current assets will be
adequate to pay such expenses during the next twelve months. As
of September 30, 2000, the Company had net assets in the form of
cash and cash equivalents in the approximate amount of $253,000.
The Company anticipates that the interest income it earns on such
amount will be sufficient to pay the majority of the Company's
limited operating expenses, including rent, filing fees, and
routine legal and accounting fees, for the next twelve months,
leaving the majority of such assets available for expenses
incurred in connection with the location, evaluation, and
acquisition of a business opportunity.
The Company cannot presently foresee the cash requirements
of any business opportunity that may ultimately be acquired by
the Company. However, since it is likely that any such business
will be involved in active business operations, the Company
anticipates that an acquisition will result in increased cash
requirements as well as increases in the number of employees of
the Company.
Part II--Other Information
Item 1. Legal Proceedings
The Issuer is not a party to any material pending legal
proceedings and, to the best of its knowledge, its properties are
not the subject of any such proceedings.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
No exhibits are being filed with this report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the
quarter for which this report is filed.
Signatures
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Concept Capital Corporation
Date: November 8, 2000 By /s/ T. Kent Rainey
T. Kent Rainey, President
(Principal Accounting and
Financial Officer)
