U.S. Securities and Exchange Commission
Washington D.C. 20549
Form 10-QSB
[X] Quarterly Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.
For the Quarter Ended September 30, 2000
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission file number 33-24138-D
Imagenetix, Inc. fka Capital Growth, Inc.
(name of small business issuer as specified in its charter)
Nevada 87-0463772
(State of other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
16935 W. Bernardo Drive, Suite 101
San Diego, CA 92127
(Address of principal executive offices)
Registrant's telephone no., including area code: 858-674-8455
55 West 200 North, Provo, UT 84601
Former name, former address, and former
fiscal year, if changed since last report.
Securities registered pursuant to Section 12(b) of the
Exchange Act: None
Securities registered pursuant to Section 12(g) of the
Exchange Act: None
Check whether the Issuer (1) has 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 X No___.
Common Stock outstanding at November 8, 2000 - 1,725,000 shares of
$.001
par value Common Stock.
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements
The Consolidated Financial Statements of the Company required to
be
filed with this 10-QSB Quarterly Report were prepared by management and
reviewed by the Company's independent auditors, Tanner & Co., and are as
follows, together with related notes. In the opinion of management, the
Consolidated Financial Statements fairly present the financial condition
of
the Company.
Capital Growth, Inc.
[Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited]
<TABLE>
ASSETS
Sept.30, 2000 Dec.31, 1999
<S> <C> <C>
CURRENT ASSETS:
Cash $ 7,859 $ 5,229
Total Current Assets 7,859
TOTAL ASSETS $ 7,859 $ 5,229
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 3,278 $ 2,846
Payable to related party $ 12,000 $ 2,000
Total Current Liabilities $ 15,278 $ 4,846
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock; authorized
50,000,000 shares at $0.001
par value; $ 24,500 $ 24,500
$0.001 par value; 26,500,000
shares issued and outstanding
Additional paid-in Capital $ 86,602 $ 87,602
Deficit accumulated during the
development stage $ (118,521) $ (111,719)
Total Stockholders' Equity $ (7,419) $ 383
TOTAL LIABILITIES & EQUITY $ 7,858 $ 5,229
</TABLE>
The accompanying notes are an integral part of these financial
statements.
NOTE: The balance sheet at December 31, 1999 was taken from the
audited financial statements at that date and condensed.
Capital Growth, Inc.
[Development Stage Companies]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
<TABLE>
For the Three
Months Ended
September 30,
2000 1999
<S> <C> <C>
REVENUE $ 0 $ 0
Total Revenue $ 0 $ 0
EXPENSES
General and Administrative Expenses $ 2,442 $ 1,492
Amortization of Organization Costs - -
Total Expenses $ 2,442 $ 1,492
INCOME FROM OPERATION $ (2,442) $ (1,492)
INCOME TAXES CURRENT 0 0
NET INCOME/LOSS $ (2,442) $ (1,492)
NET LOSS PER SHARE (.00) (.00)
Weighted average shares
-basic and diluted 13,875,000 2,408,000
</TABLE>
The accompanying notes are an integral part of these financial
statements.
Capital Growth, Inc.
[Development Stage Companies]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
<TABLE>
For the Nine
Months Ended
September 30,
2000 1999
<S> <C> <C>
REVENUE $ 0 $ 0
Total Revenue $ 0 $ 0
EXPENSES
General and Administrative Expenses $ 6,803 $ 7,605
Amortization of Organization Costs - -
Total Expenses $ 6,803 $ 7,605
INCOME FROM OPERATION $ (6,803) $ (7,605)
INCOME TAXES CURRENT 0 0
NET INCOME/LOSS $ (6,803) $ (7,605)
NET LOSS PER SHARE (.00) (.00)
Weighted average shares
- basic and diluted 13,875,000 2,408,000
</TABLE>
The accompanying notes are an integral part of these financial
statements.
Capital Growth, Inc.
[Development Stage Company]
STATEMENTS OF CASH FLOWS
[Unaudited]
<TABLE>
For the Nine From Inception
Months Ended On March 28, 1998
Sept. 30, Through Sept. 30
2000 1999 2000
<S> <C> <C> <C>
Cash Flows to Operating Activities:
Net income (loss) $ (6,803) $ (7,605) $ (118,522)
Adjustments to reconcile net
income to net cash used by
Operating activities:
Amortization expense - - 2,136
Increase in organization costs - - (2,136)
Changes in assets and liabilities
Accounts payable $ 10,433 $ (33,004) $ 15,411
Net Cash Flows to
Operating Activities $ 3,630 $ (40,609) $ (103,111)
Cash Flows to Investing Activities:
Related Party Payable $ 0 $ 647 $ (10,132)
Cash Flows from (to) Financing
Activities:
Proceeds from common stock
issuance $ 10,000 $ 44,000 $ 159,000
Costs of buying stock to $ (11,000) $ - $ (37,898)
return to treasury
Net cash Flows from(to)
Financing Activities $ (1,000) $ 0 $ 121,102
Net Increase (Decrease) in Cash $ 2,360 $ 4,038 $ 7,859
Cash at Beginning of Period $ 7,777 $ 819 $ -
Cash at End of Period $ 7,859 $ 4,857 $ 7,859
</TABLE>
<PAGE>
Capital Growth, Inc.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED & CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 all periods presented 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 period ended September 30, 2000 and 1999, are not
necessarily indicative of the operation results for the full year.
NOTE 2 - Going Concern
The accompanying financial statements of Capital Growth, Inc., have been
prepared on a going-concern basis, which contemplates profitable
operations and the satisfaction of liabilities in the normal course of
business. There are uncertainties that raise substantial
doubt about the ability of the Company to continue as a going concern.
As shown in the statement of operations, the Company has had no revenues
from operations and has a stockholders' equity of $6,803 as of September
30, 2000.
The Company's continuation as a going concern is dependent upon its
ability to satisfactorily meet its debt obligations, secure adequate new
financing and generate sufficient cash flows from operations to meet it
obligations. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.
NOTE 3 -Common Stock
The Company issued 250,000 common shares in August 1998 for cash
consideration of $26,266. During March of 1994, the Company issued
1,750,000 shares of common stock for $35,000 at a par value of $.001 per
share. One hundred twenty-five thousand common shares were issued in
September 1995 for $2,500. In August 1996, the Company issued 100,000
common shares for $2,000 cash and 175,000 common shares for $3,500 cash
in February 1997. During December 1998, 100,000 common shares were
issued to private individuals for $2,000. The Company reverse split its
common stock on a 1 for 20 basis in May 1999. (All share amounts have
been retroactively restated herein to reflect the split.)
The Company then issued 22,000,000 common shares for cash
consideration of $44,000. On March 16, 2000, the Company issued
2,000,000 common shares for cash consideration of $10,000. On September
2000, the Company purchased those shares and retired them to the
treasury for $11,000.
NOTE 4 - Related Party Transactions
At December 31, 1999, the Company owed a former officer $2,000 related
to cash advances made during the year ended December 31, 1998. The
advances were non- interest bearing and had no specific repayment terms.
As of March 31,2000, the Company had settled all debts to the
individual. In September 2000 an officer loaned the Company $12,000.
The note was non-interest bearing and had no specific repayment terms.
NOTE 5 - Supplemental Cash Flow Information
The Company paid no interest during the period ending September 30,
2000. No income taxes were paid during the periods ended September 30,
2000 and 1999, and since inception.
NOTE 6 -Subsequent Events
The Company completed a stock for stock exchange with Imagenetix, Inc.
on October 26, 2000 as reported on Form 8-K dated October 31, 2000. The
Company will file pro-forma financials within 75 days of the merger
date.
ITEM 2.
Management's Discussion and Analysis of Financial Condition
And Results of Operations
Plan of Operation
As a result of the stock for stock exchange with Imagenetix, Inc. on
October 26,2000 the Company plans to continue the business plan of
Imagenetix as detailed in the Form 8-K, dated October 31, 2000.
Liquidity and Capital Resources
At September 30, 2000, the Company's assets consisted of cash in
the amounts of $7,859. The Company has no other assets.
Results of Operations
Three-month period and Six-month ended September 30, 2000 and
September 30, 1999. For the three-month period ended September30, 2000,
the Company incurred nominal general and administrative expenses
totaling $2,442 for transfer fees, accounting and legal expenses
compared to $1,492 for the respective period of 1999 which was
primarily accounting & legal fees. For the nine-month period ended
September 30,2000, the Company incurred accounting and legal expenses
totaling $6,803 compared to $7,605 for the respective period of 1999.
The Company's only operations to date have been the preliminary
investigation of potential business ventures.
ART II - OTHER INFORMATION
ITEM I Legal Proceedings
None.
ITEM 2 Change in Securities
None.
ITEM 3 Defaults on Senior Securities
None.
ITEM 4 Submission on Matters to a Vote of Security Holders
None.
ITEM 5 Other Information
ITEM 6 Exhibits and Reports on Form 8-K
(A) Exhibits
None.
(B) Reports on Form 8-K;
March 23, 2000 Filed Herewith by
Reference
October 31, 2000 Filed Herewith by
Reference
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, hereunto duly authorized.
Imagenetix, Inc.
Date: 11/08/00 By /s/ William Spencer
William Spencer
President and Chief
Executive Officer:
