| [ X ] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 31, 2002
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
Commission File No. 000-30496
BAXTER CAPITAL COMPANY, INC.
(Exact name of small business issuer as specified in its charter)
| Florida | 65-0956104 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
22154 Martella Avenue, Boca Raton, Florida 33433
(Address of Principal Executive Offices)
(561) 451-9674
(Issuer's telephone number)
(Former name, address and 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 preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes of common equity, as of July 31, 2002: 1,000,000 shares of common stock outstanding, $0.001 par value.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Information
BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the nine months ended July 31, 2002 are not necessarily indicative of results that may be expected for the year ending October 31, 2002. The financial statements are presented on the accrual basis.
Table of Contents
| Balance Sheet | ................... | 1 |
| Statement of Operations | ................... | 2 |
| Statement of Shareholders' Equity | ................... | 3 |
| Statement of Cash Flows | ................... | 4 |
| Notes to Financial Statements | ................... | 5 |
BAXTER CAPITAL COMPANY
BALANCE SHEET
July 31, 2002 and October 31, 2001
ASSETS
Current assets 2002 2001
---- ----
Unaudited Audited
Cash $ 0 $ 150
----------------- --------------------
$ 0 $ 150
================= ====================
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Due to related party $ 1,667 $ 1,667
----------------- --------------------
Shareholders' deficit
Common stock - $.001 par value; 1,000,0000 shares
authorized; 1,000,000 shares issued and outstanding $ 1,000 $ 1,000
Deficit $ (2,667) $ (2,517)
----------------- --------------------
Total shareholders' deficit $ 0 $ 150
================= ====================
The accompanying are integral part of
these financial statements.
Page 1
BAXTER CAPITAL COMPANY
STATEMENT OF OPERATIONS
Nine Months Ended July 30, 2002 and 2001
Nine Months
Ended Nine Months Ended
July 31, 2002 July 31, 2001
------------------ ---------------------
(Unaudited) (Unaudited)
Revenues $ 0 $ 0
Expenses $ 150 $ 0
------------------ ---------------------
Net (loss) $ (150) $ 0
================== =====================
Net (loss) per share - basic and diluted $ 0.0000 $ 0.0000
Weighted number of shares outstanding during the period
diluted and undiluted 1,000,000 1,000,000
================== =====================
The accompanying are integral part of
these financial statements.
Page 2
BAXTER CAPITAL COMPANY
STATEMENT OF SHAREHOLDERS' DEFICIT
Nine months ended July 31, 2002
Common Stock
Shares Amount Deficit
------------------------------------
Balance October 31, 2001 1,000,000 $1,000 -2,517
Operations for the period ended July 31, 2002 -150
------------------------------------
Balance July 31, 2002 (Unaudited) 1,000,000 $1,000 -2,667
====================================
The accompanying are integral part of
these financial statements.
Page 3
BAXTER CAPITAL COMPANY
STATEMENT OF CASH FLOWS
Nine Months Ended July 31, 2002
For The Year Ended October 31, 2001
Nine Months Ended
July 31, 2002 October 31, 2001
--------------------------------- -----------------------------
(Unaudited) (Audited)
Cash flows from operating activities
Net (loss) $ (150) $ 0
--------------------------------- -----------------------------
Net (cash) used by
operations $ (150) $ 0
--------------------------------- -----------------------------
Net increase (decrease) in
cash $ (150) $ 0
================================= =============================
Supplemental disclosures of cash flow information:
Interest paid $ 0 $ 0
================================= =============================
Taxes paid $ 0 $ 0
================================= =============================
The accompanying are integral part of
these financial statements.
Page 4
Note 1. Summary of Significant Accounting Policies
Certain information and disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted in this Form 10-QSB in compliance with the Rules and Regulations of the Securities and Exchange Commission. However, in the opinion of Baxter Capital Company the disclosures contained in this Form 10-QSB are adequate to make the information fairly presented. See Form 10-KSB for the year ended October 31, 2001 for additional information relevant to significant accounting policies followed by the Company.
Note 2. Basis of Presentation
In the opinion of the Company, the accompanying unaudited financial statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position as of July 31, 2002 and the results of operations for the nine month periods ended July 31, 2002. The results of operations for the nine months ended July 31, 2002 are not necessarily indicative of the results which may be expected for the entire year.
Item 2. Management's Discussion and Analysis or Plan of Operations
Plan of Operation
The registrant is continuing its efforts to locate a merger candidate for the purpose of a merger. It is possible that the registrant will be successful in locating such a merger candidate and closing such merger. However, if the registrant cannot effect a non-cash acquisition, the registrant may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance the registrant would obtain any such equity funding.
Results of Operation
The Company did not have any operating income from June 10, 1998 (inception) through July 31, 2002.
Liquidity and Capital Resources
At July 31, 2002 the Company had no capital resources other than an insignificant amount of cash, and will rely on advances from related parties to fund administrative expenses pending acquisition of an operating company.
PART II - OTHER INFORMATION
| Item 1. | Legal Proceedings. | Not Applicable |
| 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 |
| Item 6. | Exhibits and Reports of Form 8-K. | None |
Item 3. Controls and Procedures
I Peter Goldstein certify that:
| 1. | I have reviewed this quarterly report on Form 10-QSB of BAXTER CAPITAL COMPANY, INC.. |
| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: |
| a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared; |
| b) | evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date with 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and |
| c) | presented in this quarterly report my conclusions about effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; |
| 5. | I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors and material weakness in internal controls; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and |
| 6. | I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Dated: September 18, 2002
| /s/ Peter Goldstein Chief Executive Officer, Chief Financial Officer President and Director |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned, thereunto duly authorized, on September 18, 2002.
| BAXTER CAPITAL COMPANY, INC. | |
| By: Peter Goldstein Peter Goldstein President | |