U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the Quarterly Period Ended October 31, 2001
Commission file number 000-33245
---------
CAPITAL DOME, INC.
------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1493156
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7899 West Frost Drive, Littleton, Colorado 80128
----------------------------------------------------
(Address of principal executive offices) (Zip Code)
303-979-3224
------------
(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
--------- --------
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
As of October 31, 2001, 1,230,000 shares of common stock, no par value, were
outstanding.
INDEX
Page
----
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed balance sheet (Unaudited) - October 31, 2001 3
Condensed statements of operations (Unaudited) - Three months ended
October 31, 2001 and 2000; six months ended October 31, 2001 and
2000 4
Condensed statements of cash flows (Unaudited) - Six months ended
October 31, 2001 and 2000 5
Notes to condensed financial statements (Unaudited) 6
Item 2. Plan of operation 8
PART II--OTHER INFORMATION 8
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures 9
2
Part 1. Item 1. Financial Information
- ------- ---------------------
CAPITAL DOME, INC.
Condensed Balance Sheet
(Unaudited)
October 31, 2001
Assets
Cash $ 100
Due from affiliate (Note B) 176
------------
$ 276
============
Liabilities and shareholders' deficit
Liabilities:
Accounts payable and accrued expenses $ 1,018
------------
Shareholders' deficit:
Preferred stock -
Common stock 2,672
Additional paid-in capital 4,300
Retained deficit (7,714)
------------
Total shareholders' deficit (742)
------------
$ 276
============
See accompanying notes to condensed financial statements
3
CAPITAL DOME, INC.
Condensed Statements of Operations
(Unaudited)
For the Three Months Ended For the Six Months Ended
October 31, October 31,
-------------------------- ------------------------
2001 2000 2001 2000
------------ ----------- -------- ---------
Costs and expenses:
Contributed rent
(Note B) $ 300 $ 300 $ 600 $ 600
General and
administrative 768 - 1,018 -
----------- ----------- ----------- -----------
Total cost and
expenses (1,068) (300) (1,618) (600)
Interest income - - - 5
----------- ----------- ----------- -----------
Net loss before
income taxes (1,068) (300) (1,618) (595)
Income taxes (Note C) - - - -
----------- ----------- ----------- -----------
Net loss $ (1,068) $ (300) $ (1,618) $ (595)
=========== =========== =========== ===========
Basic and diluted
loss per common
share $ * $ * $ * $ *
=========== =========== =========== ===========
Basic and diluted
weighted average
common shares
outstanding 1,230,000 1,230,000 1,230,000 1,230,000
=========== =========== =========== ===========
* Less than $.01 per share
See accompanying notes to condensed financial statements
4
CAPITAL DOME, INC.
Condensed Statements of Cash Flows
(Unaudited)
For the Six Months Ended
October 31,
--------------------------
2001 2000
------------ ------------
Net cash used in operating activities $ (1,500) $ -
------------ ------------
Cash flows from financing activities:
Advances repaid by affiliate (Note B) 1,600 -
------------ ------------
Net cash provided by financing activities 1,600 -
------------ ------------
Net change in cash 100 -
Cash, beginning of period - -
------------ ------------
Cash, end of period $ 100 $ -
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ - $ -
============ ============
Income taxes $ - $ -
============ ============
See accompanying notes to condensed financial statements
5
CAPITAL DOME, INC.
Notes to Condensed Financial Statements
(Unaudited)
Note A: Basis of Presentation
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies stated in its audited financial
statements for the year ended April 30, 2001 as filed in its Form 10-SB and
should be read in conjunction with the notes thereto. The Company plans to
evaluate, structure, and complete a merger with, or acquisition of, a
privately owned corporation.
Management changed the manner in which it presents the Company's operating
results and cash flows during the quarter to which this quarterly report
pertains. Management no longer considers the Company in the development stage
as defined by the FASB Statement of Standards No. 7, "Accounting and Reporting
by Development Stage Enterprises." As a result, the cumulative operating and
cash flow information required by the Statement to provide cumulative
information about pre-operating costs is no longer presented in the financial
statements.
This change does not affect the Company's operating results or financial
position. Accordingly, no pro forma financial information is necessary.
Historical information has been revised in conformity with current practice.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for the year.
Interim financial data presented herein are unaudited.
Note B: Related Party Transactions
As of April 30, 2001, Corporate Management Services, Inc. ("CMS"), an
affiliate under common control, owed the Company $1,776 consisting of $1,660
in net proceeds remaining from a prior stock offering and $116 of interest
income generated from an interest-bearing bank account. As of October 31,
2001, CMS owed the Company $176. The $1,600 received from CMS was disbursed
for legal and accounting fees.
CMS provided office space to the Company, on an as needed basis, for all
periods presented in the accompanying financial statements. The Company's
Board of Directors valued this service at approximately $100 per month, based
on prevailing local market rates. The accompanying financial statements
include a charge to rent expense and a credit to paid-in capital of $300, and
$600, respectively, for the three and six months ended October 31, 2001 and
2000, respectively.
6
CAPITAL DOME, INC.
Notes to Condensed Financial Statements
(Unaudited)
Note C: Income Taxes
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company
incurred net operating losses during the periods shown on the accompanying
unaudited condensed financial statements resulting in a deferred tax asset,
which was fully allowed for; therefore, the net benefit and expense result in
$-0- income taxes.
7
Part I--Item 2. Plan of Operation
The Company's plan of operation is to seek out, investigate, and pursue a
merger, acquisition, or other business combination with an entity desiring the
perceived benefits offered by the Company as a result of its having a class of
securities registered under the Exchange Act. There have been no revenues
from operations since formation, and none are anticipated prior to completing
a business combination. The Company has no full time employees, incurs
nominal rent and administrative expenses of $100 per month, and has no other
recurring operational expenses except professional fees incurred as necessary.
The Company's president continues to devote approximately ten (10) hours per
month, without compensation, to the affairs of the Company. The Company does
not anticipate raising any additional funds in the next twelve (12) months,
and has no present plans to acquire any assets or make any investments prior
to completing a business combination.
To date, the Company has not identified a suitable target entity for any type
of business combination, and management has no particular type of merger,
acquisition, or business opportunity in mind. No restrictions have been
placed on management's discretion to seek out and participate in an
appropriate business opportunity. Due to limited financial resources it is
anticipated that only a single potential business venture will be pursued.
Selection of an appropriate business opportunity is complex and risky due to
the Company's limited financial resources, the speculative nature of
operations, management's limited time commitment to the Company, management's
potential conflicts of interest, the burdens of being a reporting company,
lack of market research, and competition in the marketplace. The Company's
success is dependent upon locating and consummating a business combination,
and there are no assurances that this will occur.
Part II--Other Information
Items 1 through 5
No response required.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
8
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 Dome, Inc.
Date: December 14, 2001 By: /s/ George G. Andrews
---------------------
George G. Andrews, President
9