UNITED STATES
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 quarterly period endedSeptember 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 33-55254-28
HAMPTON BERKSHIRE INSURANCE AND FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 87-0438641
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
378 North Main, #124; Layton, UT 84041
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 497-9075
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 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.
[ X ] Yes [ ] No
24,624,198 SHARES $.001 PAR VALUE CLASS A
(Number of shares of common stock the registrant had outstanding as of
November 10, 2003)
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission.
In the opinion of the Company, all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the financial position of the Company as of September 30, 2003 and the results of its operations and changes in its financial position from December 31, 2002 through September 30, 2003 have been made. The results of its operations for such interim period is not necessarily indicative of the results to be expected for the entire year.
HAMPTON BERKSHIRE INSURANCE AND FINANCIAL, INC.
F/K/A FIRST CAPITAL RESOURCES.COM, INC.
BALANCE SHEETS
ASSETS | September 30, 2003 (Unaudited) | December 31, 2002 |
| | | |
Cash | - | - |
| | | |
TOTAL ASSETS | $ - | $ - |
| | | |
LIABILITIES AND DEFICIENCY IN ASSETS | | |
| | | |
LIABILITIES | | |
Accounts payable and other liabilities | 7,620 | $ 16,543 |
Interest Payable | 571 | 64,801 |
Notes Payable | 19,340 | 2,600,026 |
Total liabilities | $ 27,531 | 2,681,370 |
| | | |
DEFICIENCY IN ASSETS | | |
Common stock: 125,000,000 shares authorized @ $.001 par value, 24,624,198 issued at September 30, 2003 and 1,077,000 issued at December 31, 2002 Preferred stock, 25,000 shares authorized @ $.001, 0 issued and outstanding | 24,624 0 | 1,077 0 |
Additional paid-in capital | 4,775,977 | 1,961,131 |
Accumulated Deficit | (4,828,132) | (4,643,578) |
Total Deficiency in Assets | (27,531) | (2,681,370) |
| | | |
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS | $ 0 | $ 0 |
The accompanying notes are an integral part of these financial statements.
HAMPTON BERKSHIRE INSURANCE AND FINANCIAL, INC.
F/K/A FIRST CAPITAL RESOURCES.COM, INC.
Condensed Statements Of Operations
(UNAUDITED)
| | For the three months ended | For the nine months ended |
| | September 30, 2003 | September 30, 2002 | September 30, 2003 | September 30, 2002 |
INTEREST | | | | |
Interest, fee and discount accretion income | $ - | $ 595 | $ - | $ 5,368 |
Interest expense | (47,159) | (64,678) | (174,137) | (211,783) |
Collection of A/C written off | - | - | - | 130,000 |
Net Interest (Expense) | $ (47,159) | $ (64,083) | $(174,137) | $(76,415) |
| | | | | |
| | | | | |
OTHER (INCOME)/EXPENSES | | | | |
Gain on settlement of liabilities | - | - | (6,343) | - |
General and administrative expenses | 2,665 | 11,730 | 16,760 | 43,398 |
Total Other (Income)/Expenses | 2,665 | 11,730 | 10,417 | 43,398 |
| | | | | |
(Loss) before income taxes | (49,824) | (75,813) | (184,554) | (119,813) |
Income Tax Expense | - | - | - | - |
Net (Loss)/Income | (49,824) | (75,813) | (184,554) | (119,813) |
| | | | | |
Weighted average number of shares outstanding | 19,425,151 | 1,077,000 | 7,500,983 | 1,077,000 |
| | | | | |
Net Loss per share | (0.00) | (0.07) | (0.02) | (0.11) |
| | | | | |
| | | | | |
The accompanying notes are an integral part of these financial statements.
HAMPTON BERKSHIRE INSURANCE AND FINANCIAL, INC.
F/K/A FIRST CAPITAL RESOURCES.COM, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | For the Nine Months Ended |
| | September 30, 2003 | September 30, 2002 |
CASH FLOWS FROM OPERATING ACTIVITIES: | | |
Net Loss | $ (184,554) | $ (119,813) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | |
Increase in interest payable | 174,137 | 211,783 |
Increase/(Decrease) in accounts payable and other liabilities | (10,147) | (13,832) |
Total Adjustments | 184,554 | 197,951 |
| | | |
Net cash provided by operating activities | - | 78,138 |
| | | |
CASH FLOW FROM INVESTING ACTIVITIES: | | |
Decrease in floor plan receivables | - | 4,406 |
Net cash provided by investing activities | - | 4,406 |
| | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | |
Decrease in due to former parent | - | (900,000) |
Net cash used in financing activities | - | (900,000) |
| | | |
NET DECREASE IN CASH | - | (817,456) |
| | | |
CASH AT BEGINNING OF PERIOD | - | 903,642 |
| | | |
CASH AT END OF PERIOD | $ - | $ 86,186 |
| | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | |
Interest Paid | - | - |
The accompanying notes are an integral part of these financial statements.
HAMPTON BERKSHIRE INSURANCE AND FINANCIAL, INC.
F/K/A FIRST CAPITAL RESOURCES.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying (unaudited) condensed financial statements of Hampton Berkshire Insurance and Financial, Inc., fka First Capital Resources.Com, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows and changes in stockholders' equity in conformity with generally accepted accounting principles.
In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 2003, are not necessarily indicative of the results that can be expected for a full year.
The financial data at December 31, 2002, is derived from audited financial statements that are included in the Company's Annual Report on Form 10-KSB and should be read in conjunction with these condensed financial statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates - The accounting and reporting policies of the Company are in conformity with accounting principles generally accepted in the United States of America and general practices within the finance industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses for the periods presented. Actual results could differ from those estimates.
Reclassification Certain amounts reported in the comparative financial statements have been reclassified to conform with the presentation for the period ended September 30, 2003.
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 143 which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. Subsequently, the asset retirement cost should be allocated to expense using a systematic and rational method over its useful life. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. Adoption of SFAS No. 143 did not have a material impact on the Company's financial statements.
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. This statement addresses accounting and reporting for costs associated with exit or disposal activities and nullifies emerging issues Task Force Issue No. 94-3. The statement is effective for exit or disposal costs initiated after December 31, 2002, with early application encouraged. The Company adopted SFAS No. 146 effective January 1, 2003, which did not have a material impact on the Company's financial statements.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock Based Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123. This statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. Adoption of SFAS No. 148 did not have a material impact on the Company's financial statements.
On January 17, 2003, FIN 46, "Consolidation of Variable Interest Entities, an interpretation of ARB 51," was issued. The primary objective of FIN 46 is to provide guidance on the identification and consolidation of variable interest entities, or VIEs, which are entities for which control is achieved through means other than through voting rights. The provision of FIN 46 is required to be adopted by the Company in fiscal 2003. The Company adopted FIN 46 effective January 1, 2003, with no material impact on its financial position, results of operations or cash flows.
In April 2003, the FASB issued SFAS No. 149, which amends SFAS 133, "Accounting for Derivative Instruments and Hedging Activities". The primary focus of this Statement is to amend and clarify financial accounting and reporting for derivative instruments. This Statement is effective for contracts entered into or modified after June 30, 2003. Adoption of SFAS No. 149 did not have a material impact on the financial statements of the Company.
In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 changes the accounting for certain financial instruments with characteristics of both liabilities and equity that, under previous pronouncements, issuers could account for as equity. The new accounting guidance contained in SFAS No. 150 requires that those instruments be classified as liabilities in the balance sheet. SFAS No. 150 affects the issuer's accounting for three types of freestanding financial instruments. One type is mandatory redeemable shares, which the issuing company is obligated to buy back in exchange for cash or other assets. A second type includes put options and forward purchase contracts, which involves instruments that do or may require the issuer to buy back some of its shares in exchange for cash or other assets. The third type of instruments that are liabilities under this Statement is obligations that can be s ettled with shares, the monetary value of which is fixed, tied solely or predominantly to a variable such as a market index, or varies inversely with the value of the issuers' shares. SFAS No. 150 does not apply to features embedded in a financial instrumentthat is not a derivative in its entirety. Most of the provisions of SFAS No. 150 are consistent with the existing definition of liabilities in FASB Concepts Statement No. 6, "Elements of Financial Statements". The remaining provisions of this Statement are consistent with the FASB's proposal to revise that definition to encompass certain obligations that a reporting entity can or must settle by issuing its own shares. This Statement shall be effective for financial instruments entered into or modified after May 31, 2003 and otherwise shall be effective at the beginning of the first interim period beginning after June 15,2003, except for mandatory redeemable financial instruments of a non-public entity, as to whic h the effective date is for fiscal periods beginning after December 15, 2003. The adoption of SFAS No. 150 did not have a material impact on the Company's financial statements.
3. GOING CONCERN UNCERTAINTIES
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company has a substantial deficiency in assets.
The Company currently has no operations and no funds with which to develop operations. The Company is currently in the process of seeking short term capital while it investigates business opportunities to merge with or acquire. The Company currently has no agreement or arrangement of merger or acquisition. There is no guarantee that the Company will be successful in developing any business opportunities or acquiring any operational capital. In absence of achieving positive cash flows from operations or obtaining additional or equity financing, the Company may have difficulty meeting its obligations, and may be forced to discontinue operations.
4. NET LOSS PER SHARE
The Company applies Statement of Financial Accounting Standards No. 128, "Earnings per Share" (FAS 128). Net loss per share excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reported periods.
5. REVERSE STOCK SPLIT
During March 2003, the Board of Directors authorized a 10:1 reverse split of the Company's common shares and the authorized capital was increased to 150,000,000, consisting of 125,000,000 common shares and 25,000,000 preferred shares. The amounts and disclosures in the condensed comparative financial statements have been effected for the reverse stock split as if it occurred at the beginning of each period presented.
- NOTES PAYABLE
During the third quarter, $2,640 of expenses were paid by a third party. At the end of the quarter the $2,640 was settled in exchange for a convertible note, due on demand with an interest rate of 18% per annum.
During the second quarter, certain expenses totaling approximately $12,000 were paid by a related party. This account payable was settled for three convertible notes, due on demand with annual interest rates of 10%. Certain expenses in the amount of $4,665 were paid by a related party during the third quarter. The account payable was settled in exchange for a convertible note, due on demand, with an interest rate of 10% per annum.
All notes are convertible into shares of common stock at fair market value and are included in notes payable.
7. ISSUANCES OF COMMON STOCK
During the third quarter, Portsmith Partners of Nevada, Inc. ("Portsmith") converted $403,336 in debt and accrued interest payable owed by the Company into shares of common stock. The conversion resulted in the Company issuing 20,166,800 shares of common stock. This transaction resulted in Portsmith becoming the controlling shareholder of the Company and has not resulted in a change in management.
In September 2003, approximately $792,000 of debt owed by the Company was converted into 1,100,000 shares of common stock. Also, during the same month approximately $720,000 of debt owed by the Company was converted into a 1,000,000 shares of common stock.
The remaining debt of approximately $876,000 was converted into 1,217,318 shares of common stock of the Company during September 2003.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
RESULTS OF OPERATONS
The following presentation of management's discussion and analysis of the Company's financial condition and results of operation should be read in conjunction with the Company's financial statements and notes contained herein.
Liquidity and Capital Resources. The Company has no assets and is currently in the process of looking for business opportunities to merge with or acquire. At minimum, the Company will need to raise additional capital through private funding to meet the financial needs of being a reporting company and to meet the obligations of the current accounts payable. In the past, the Company has funded its operations from the sale of its products, the sale of common stock and loans from various sources. However, at this time, the Company no longer has any business operations. The Company is currently searching for a business opportunity to acquire or merge with. There is no guarantee that the Company will be successful in obtaining necessary funding to develop any business opportunities.
For the Three Months Ended. The Company reported a net loss of $49,824 and $75,813 for the quarters ended September 30, 2003, and September 30, 2002, respectively. The Company anticipates very little or no overhead from future operations other than interest, professional fees and costs associated with being a public company, unless and until a successor business can be acquired or merged.
During the third quarter, $2,640 of expenses were paid by a third party. At the end of the quarter the $2,640 was settled in exchange for a convertible note, due on demand with an interest of 18% per annum.
Certain expenses in the amount of $4,665 were paid by a related party during the third fiscal quarter. The account payable was settled in exchange for a convertible note, due on demand, with an interest rate of 10% per annum.
All notes are convertible into shares of common stock at fair market value and are included in notes payable.
For the Nine Months Ended. The Company reported a net loss of $184,554 and $119,813 for the nine month periods ended September 30, 2003, and September 30, 2002, respectively. The Company anticipates very little or no overhead from future operations other than interest, professional fees, and costs associated with being a public company unless and until a successor business can be acquired or merged.
During the second quarter, certain expenses for approximately $12,000 were paid by a related party. This account payable was settled for three convertible notes, due on demand with annual interest rates of 10%. This transaction is reflected in notes payable.
Approximately $2,791,805 in debt and accrued interest payable was successfully converted into 23,484,118 shares of common stock of the Company.
Plan of Operations. The Company is currently in the process of looking for business opportunities to acquire or merge with. There is no guarantee that management will be successful in finding such an opportunity.
ITEM 3 - CONTROLS AND PROCEDURES.
(a) Evaluation of disclosure controls and procedures. The Company's principal executive officer and its principal financial officer, based on their evaluation of the Company's disclosure controls over financial reporting and procedures (as defined in Exchange Act Rules 13a-14 (c) as of a date within 90 days prior to the filing of this Quarterly Report on Form 10QSB, have concluded that the Company's disclosure controls over financial reporting and procedures are adequate and effective for the purposes set forth in the definition in Exchange Act rules.
(b) Changes in internal controls over financial reporting. There were no significant changes in the Company's internal controls over financial reporting or in other factors that could significantly affect the Company's internal controls subsequent to the date of their evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.None
item 2. Changes in Securities and Use of Proceeds
During the quarter ended September 30th, Portsmith Partners of Nevada, Inc. ("Portsmith") converted approximately $403,336 in debt owed by the Company. The conversion resulted in the Company issuing 20,166,800 shares of the Company's common stock. This resulted in Portsmith becoming the controlling shareholder of the Company. The transaction has not resulted in a change in management
In August 2003, approximately $792,000 of debt owed by the Company was converted and resulted in 1,100,000 shares of common stock being issued. Also, during the same month approximately $720,000 of debt owed by the Company was converted and resulted the Company issuing 1,000,000 shares of common stock.
The remaining debt of approximately $876,469 in the Company owned by a third party was converted to 1,217,318 shares of common stock of the Company.
The above issuances of common stock for conversion of debt have resulted in an increase of 23,547,198 in outstanding common stock from 1,077,000 outstanding at the beginning of the period to 24,624,198 at the end of the period.
These issuances were exempt from registration as a private issuer transaction pursuant to Section 4(2) of the Securities Act of 1933.
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a Vote of Security Holders .None
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are filed with this report:
31 Written Statement of Chief Executive Officer and Chief Financial Officer with respect to compliance with Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.
32 Written Statement of Chief Executive Officer and Chief Financial Officer with respect to compliance with Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and pursuant to 18 U.S.C. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002
- Reports on Form 8-K. The following reports have been filed on Form 8-K during the last fiscal quarter:
None
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 authorized officer.
Dated November 19, 2003 Hampton Berkshire Insurance & Financial, Inc.
By: ________/s/_______________________
Lionel Drage
ExhibiT 31
SECTION 302 CERTIFICATION
I, Lionel Drage, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Hampton Berkshire Insurance and Financial, 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 12a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures or caused such controls and procedures to be designed under my supervision, 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 and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluations; and
c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls over financial reporting; 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 over financial reporting; and
Date: November 19, 2003 /s/
Lionel Drage
Chief Executive Officer
And Principal Accounting Officer
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Hampton Berkshire Insurance and Financial, Inc., on Form 10-QSB for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the"Report"), the undersigned, Lionel Drage, Chief Executive Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: November 19, 2003 /s/______________________________
Lionel Drage, Chief Executive Officer and Principal Accounting Officer
