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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
Commission File Number: 33-11062-D
CAPITAL 2000, INC.
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(Exact name of small business issuer as specified in its charter)
Colorado 84-1049047
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(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
P.O. Box 460363, Aurora, Colorado 80015
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(Address of principal executive offices including zip code)
303/690-6787
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 --- No -X-
As of September 30, 1996, 1,900,000 shares of common stock, no par value per
share, were outstanding.
Transitional Small Business Disclosure Format (check one): Yes___ No X
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CAPITAL 2000, INC.
INDEX
PART I. FINANCIAL INFORMATION Page No.
Balance Sheets as of September 30, 1996
and December 31, 1995 3
Statements of Operations for the Three Months
Ended September 30, 1996 and 1995 and from
October 22, 1986 (Date of Inception) through
September 30, 1996 4
Statements of Operations for the Nine Months
Ended September 30, 1996 and 1995 and from
October 22, 1986 (Date of Inception) through
September 30, 1996 5
Statements of Cash Flows for the Three Months
Ended September 30, 1996 and 1995 and from
October 22, 1986 (Date of Inception) through
September 30, 1996 6
Statements of Cash Flows for the Nine Months
Ended September 30, 1996 and 1995 and from
October 22, 1986 (Date of Inception) through
September 30, 1996 7
Notes to Financial Statements 8
Management's Discussion and Analysis
or Plan of Operations 9
PART II. OTHER INFORMATION 9
Signatures 10
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CAPITAL 2000, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
ASSETS
September 30 December 31
1996 1995
----------- -----------
Current Assets $ 85 $ -
Total Current Assets 85 -
Total Assets $ 85 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 9,120 $ 19,215
Other 9,000 -
Total Current Liabilities 18,120 19,215
Stockholders' Equity:
Common Stock, no par value,
500,000,000 shares authorized
1,900,000 shares issued and
outstanding 67,550 47,550
Additional paid-in capital 133,156 133,156
Deficit accumulated during development
stage (213,282) (199,921)
Total Stockholders' Equity (18,035) (19,215)
Total Liabilities and Stockholders' Equity $ 85 $ -
The accompanying notes are an integral part of the financial statements.
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CAPITAL 2000, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
From October
22, 1986
(Date of
Three Months Ended Inception)
September 30, to September 30,
1996 1995 1996
---------- ----------- ---------------
Revenues $ - $ - $ 75
Operating Expenses:
Professional fees 5,432 259 41,368
Payments to related persons - - 154,486
Stock issued for services - - 4,050
Other 27 67 18,912
Total Operating Expenses 5,459 326 218,741
Net Loss $ (5,459) $ 326 $ (219,741)
Per Share $ nil $ nil $ (.12)
Weighted Average Number of Shares
Outstanding 1,900,000 190,200 1,900,000
The accompanying notes are an integral part of the financial statements.
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CAPITAL 2000, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
From October
22, 1986
(Date of
Nine Months Ended Inception)
September 30, to September 30,
1996 1995 1996
---------- ----------- ---------------
Revenues $ - $ - $ 75
Operating Expenses:
Professional fees 13,215 7,795 41,368
Payments to related persons - - 154,486
Stock issued for services - - 4,050
Other 5,605 1,871 18,912
Total Operating Expenses 18,820 9,666 218,816
Net Loss $ (18,820) $ (9,666) $ (218,741)
Per Share $ (.01) $ (.05) $ (.12)
Weighted Average Number of Shares
Outstanding 1,900,000 179,127 1,900,000
The accompanying notes are an integral part of the financial statements.
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CAPITAL 2000, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
From October
Three Months Ended 22, 1986
September 30, (Date of
1996 1995 Inception)
------------------- ------------
Cash Flows Operating Activities:
Net (loss) $ (5,459) $ (326) $(218,741)
Stock issued for services - - 4,050
Increase (Decrease) in
accounts payable 4,498 326 9,120
Net Cash (Used in) Operating
Activities (961) - (205,571)
Cash Flows from Investing Activities:
Advances from related party - - 9,000
Net Cash Provided by (Used in)
Investing Activities - - 9,000
Cash Flows from Financing Activities:
Issuance of common stock - - 196,656
Cash Flows from Financing Activities - - 196,656
Increase (Decrease) in Cash (961) - 85
Cash, Beginning of Period 1,046 - -
Cash, End of Period $ 85 $ - $ 85
Interest Paid $ - $ - $ -
Income Taxes Paid $ - $ - $ -
The accompanying notes are an integral part of the financial statements.
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CAPITAL 2000, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
From October
Nine Months Ended 22, 1986
September 30, (Date of
1996 1995 Inception)
------------------- ------------
Cash Flows Operating Activities:
Net (loss) $(18,820) $ (9,666) $(218,741)
Stock issued for services - - 4,050
Increase (Decrease) in
accounts payable (10,095) 2,166 9,120
Net Cash (Used in) Operating
Activities (28,915) (7,500) (205,571)
Cash Flows from Investing Activities:
Advances from related party 9,000 - 9,000
Net Cash Provided by (Used in)
Investing Activities 9,000 - 9,000
Cash Flows from Financing Activities:
Issuance of common stock 20,000 7,500 196,656
Cash Flows from Financing Activities 20,000 7,500 196,656
Increase in Cash 85 - 85
Cash, Beginning of Period - - -
Cash, End of Period $ 85 $ - $ 85
Interest Paid $ - $ - $ -
Income Taxes Paid $ - $ - $ -
The accompanying notes are an integral part of the financial statements.
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CAPITAL 2000, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1996 (Unaudited)
(1) CONDENSED FINANCIAL STATEMENTS
The financial statements included herein have been prepared by Capital
2000, Inc. without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted as allowed by such rules and regulations, and Capital 2000, Inc.
believes that the disclosures are adequate to make the information presented
not misleading. It is suggested that these financial statements be read in
conjunction with the December 31, 1995 audited financial statements and the
accompanying notes thereto. While management believes the procedures
followed in preparing these financial statements are reasonable, the accuracy
of the amounts are in some respect's dependent upon the facts that will exist,
and procedures that will be accomplished by Capital 2000, Inc. later in the
year.
The management of Capital 2000, Inc. believes that the accompanying
unaudited condensed financial statements contain all adjustments (including
normal recurring adjustments) necessary to present fairly the operations and
cash flows for the periods presented.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
On October 18, 1996, in accordance with the terms of the Share Purchase and
Reorganization Agreement, as amended (the "Agreement"), investors led by Deem
Securities Limited, an Australian company, purchased 1,490,000 shares of
common stock (the "Common Stock"), which represents approximately 78% of the
outstanding Common Stock. The shares of the Common Stock were purchased from
two major shareholders, Timothy J. Brasel and Dr. Paul H. Dragul, or their
affiliates (the "shareholders") for $133,600. The resulting majority
shareholder, Ilmington Investments Limited ("Ilmington"), a British Virgin
Islands company, which holds 970,000 shares of the Common Stock, used
corporate funds to purchase shares.
The Company also entered into a Sale of Business Agreement to acquire all
assets related to the cold vaporization purification technology from Rainpure
Pty. Ltd., an Australian company. However, this agreement was terminated, and
subsequently on December 18, 1996, a Rescission Agreement was entered into
between the same parties who had originally entered into the Share Purchase
and Reorganization Agreement on October 18, 1996. The sale and transfer of
1,540,000 shares of the Company's common stock was also rescinded.
The Company generated no revenues during the quarter ended September 30, 1996,
and management does not anticipate any revenues until following the conclusion
of a merger or acquisition, if any, as contemplated by the Company's business
plan.
The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
At September 30, 1996, the Company had no material commitments for capital
expenditures.
PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
Item 2. CHANGES IN SECURITIES
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
None.
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
No Reports on Form 8-K were filed during the quarter ended September
30, 1996. However, the Company filed a Current Report on Form 8-K to report a
change of control on October 18, 1996, and subsequently, a Current Report on
Form 8-K dated December 18, 1996 was filed reporting a rescission of the
change in control previously reported.
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.
CAPITAL 2000, INC.
By:/s/ Timothy J. Brasel
Timothy J. Brasel
President (Chief Executive Officer,
Principal Financial and Accounting
Officer) and a Director
Date: February 3, 1997
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheets and statements of operations found on pages 3 and 5 of the
Company's Form 10-QSB for the year to date, and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 85
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 85
<CURRENT-LIABILITIES> 18,120
<BONDS> 0
<COMMON> 67,550
0
0
<OTHER-SE> (49,515)
<TOTAL-LIABILITY-AND-EQUITY> 85
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 18,820
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (18,820)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
