U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended October 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number: 000-33245
Capital Dome, Inc.
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(Name of small business issuer as specified in its charter)
Colorado 84-1493156
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2005 East 7th Place
Tulsa, Oklahoma 74104
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(Address of principal executive offices, including zip code)
(918) 582-1226
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(Issuer's telephone number)
7899 West Frost Drive
Littleton, Colorado 80128
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(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 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 [ ]
Transitional Small Business Disclosure Format Yes [ ] No [X]
The issuer had 1,230,000 shares of its common stock issued and outstanding
as of December 13, 2002, the latest practicable date before the filing of this
report.
CAPITAL DOME, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-QSB
Page
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed balance sheet - October 31, 2002 (Unaudited)...............3
Condensed statement of operations (Unaudited) - three and six
months ended October 31, 2002 and 2001, and for the period
from April 8, 1998 (inception) through October 31, 2002..............4
Condensed statements of cash flows (Unaudited) - six months
ended October 31, 2002 and 2001, and for the period from April
8, 1998 (inception) through October 31, 2002.........................5
Notes to condensed financial statements (Unaudited)..................6
Item 2. Plan of Operation....................................................7
Item 3. Controls and Procedures..............................................7
PART II--OTHER INFORMATION....................................................7
Item 1. Legal Proceedings....................................................7
Item 2. Changes in Securities and Use of Proceeds............................7
Item 3. Defaults Upon Senior Securities......................................7
Item 4. Submission of Matters to a Vote of Security Holders..................7
Item 5. Other Information....................................................7
Item 6. Exhibits and Reports on Form 8-K.....................................7
Signatures...........................................................8
Certifications.......................................................9
2
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
CAPITAL DOME, INC.
(A Development Stage Company)
Condensed Balance Sheet
October 31, 2002
(unaudited)
Assets
$ --
========
Liabilities and Shareholders' Deficit
Current liabilities:
Accounts payable and accrued liabilities $ 308
--------
Total liabilities 308
--------
Shareholders' deficit:
Common stock 2,800
Additional paid-in capital 10,140
Retained earnings/accumulated deficit (13,248)
--------
Total shareholder's deficit (308)
--------
$ --
========
See accompanying notes to condensed financial statements
3
CAPITAL DOME, INC.
(A Development Stage Company)
Condensed Statements of Operations
(unaudited)
April 8, 1998
Three Months Ended Six Months Ended (inception)
October 31, October 31, Through
-------------------------- -------------------------- October 31,
2002 2001 2002 2001 2002
----------- ----------- ----------- ----------- -----------
Costs and expenses:
Stock-based compensation (Note 2):
Organization costs $ -- $ -- $ -- $ -- $ 500
Contributed rent (Note 2) 300 300 600 600 5,500
Other general and administrative costs 607 768 1,806 1,018 7,364
----------- ----------- ----------- ----------- -----------
907 1,068 2,406 1,618 13,364
----------- ----------- ----------- ----------- -----------
Loss before income taxes and interest income (907) (1,068) (2,406) (1,618) (13,364)
Other income (expense):
Debt forgiveness income (Note 2) -- -- 4,767 -- 4,767
Interest income -- -- -- -- 116
----------- ----------- ----------- ----------- -----------
Loss before
income taxes (907) (1,068) 2,361 (1,618) (8,481)
Income tax provision (Note 3) -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net loss $ (907) $ (1,068) $ 2,361 $ (1,618) $ (8,481)
=========== =========== =========== =========== ===========
Basic and diluted loss per share $ (0.00) $ (0.00) $ 0.00 $ (0.00)
=========== =========== =========== ===========
Weighted average common shares outstanding 1,230,000 1,230,000 1,230,000 1,230,000
=========== =========== =========== ===========
See accompanying notes to condensed financial statements
4
CAPITAL DOME, INC.
(A Development Stage Company)
Condensed Statements of Cash flows
(unaudited)
April 8, 1998
Six Months Ended (inception)
October 31, Through
------------------ October 31,
2002 2001 2002
------- ------- -------
Net cash used in operating activities $(3,569) $(1,500) $(6,940)
------- ------- -------
Cash flows from financing activities:
Advances from affiliate (Note 2) 1,198 1,600 4,767
Proceeds from sale of common -- -- 2,300
Payments for offering costs -- -- (127)
------- ------- -------
Net cash provided by
financing activities 1,198 1,600 6,940
------- ------- -------
Net change in cash and
cash equivalents -- 100 --
Cash:
Beginning of period -- -- --
------- ------- -------
End of period $ -- $ 100 $ --
======= ======= =======
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes $ -- $ 100 $ --
======= ======= =======
Interest $ -- $ 100 $ --
======= ======= =======
See accompanying notes to condensed financial statements
5
CAPITAL DOME, INC.
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
Note 1: Basis of Presentation
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its audited financial statements for
the year ended April 30, 2002 as filed in its Form 10-KSB and should be read in
conjunction with the notes thereto. The Company entered the development stage in
accordance with Statement of Financial Accounting Standard ("SFAS") No. 7 on
April 8, 1998 and its purpose is to evaluate, structure, and complete a merger
with, or acquisition of, a privately owned corporation.
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 periods presented have been made. The results
of operations for the period presented are not necessarily indicative of the
results to be expected for the year.
Interim financial data presented herein are unaudited.
Note 2: Related Party Transactions
Corporate Management Services ("CMS") organized the Company in exchange for
1,000,000 shares of the Company's common stock. The common stock was valued at
$500 by the Company's Board of Directors.
On September 16, 2002, CMS sold 800,000 of its 1,000,000 shares of the Company's
common stock to Plexus-Plastic Corp. ("Plexus").
CMS or Plexus provides office space at no charge to the Company, on an as needed
basis, for all periods presented in the accompanying financial statements. The
Company's Board of Directors has 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
$600, $600, and $5,500, respectively, for the six months ended October 31, 2002
and 2001, and the period from April 8, 1998 (inception) through October 31,
2002.
CMS paid certain administrative costs on behalf of the Company, on an as needed
basis, for all periods presented in the accompanying financial statements. The
costs, consisting of legal, accounting and filing fees, are necessary for the
Company to maintain its reporting status in conformity with the provisions of
the Securities and Exchange Act of 1934, as amended. At April 30, 2002 the
Company owed CMS $1,198 for certain expenses paid by CMS on behalf of the
Company. During the six months ended October 31, 2002 CMS paid an additional
$3,569 in legal, accounting, and general and administrative costs on behalf of
the Company, which resulted in a liability to CMS at September 15, 2002 of
$4,767. However, CMS agreed to forgive the $4,767 debt as part of the
aforementioned sale. Because the debt was forgiven by a related party, the
forgiveness was accounted for a contribution of capital by CMS and accordingly,
no income is reported in the accompanying condensed financial statements.
Note 3: 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 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.
6
Item 2. Plan of Operation
In September 2002, we entered into an Agreement for the Purchase of Common
Stock with Corporate Management Services, Inc. and Plexus Plastic Corporation
pursuant to which Corporate Management sold 800,000 shares of our common stock
to Plexus on September 16, 2002. Plexus acquired the shares in order to acquire
control of us and to change us from an inactive company to a company active in
plastics recycling. However, subsequent to the purchase, Plexus decided not to
engage in a business combination with us.
Our plan of operation continues to be to seek out, investigate, and pursue
a merger, acquisition, or other business combination with an entity desiring the
perceived benefits offered by a company as a result of its having a class of
securities registered under the Exchange Act of 1934, as amended. We have had no
revenues from operations since formation, and none are anticipated prior to us
completing a business combination. We have no full time employees, we incur
nominal rent and administrative expenses of $100 per month, and we have no other
recurring operational expenses except professional fees incurred as necessary.
Since our change of control in September 2002, Plexus has paid, on our behalf,
all of our costs related to filings with the SEC. Our president devotes
approximately 20 hours per month, without compensation, to our affairs. We do
not anticipate raising any additional funds in the next twelve months, and we
have no present plans to acquire any assets or make any investments prior to
completing a business combination.
Item 3. Controls and Procedures
Currently we do not have any operations and therefore we have not adopted
any formal internal controls or any disclosure controls and procedures except a
"tickler" system employed by our legal counsel, who also consults with us on
gathering information necessary to file our periodic reports.
PART II OTHER INFORMATION
Items 1. Legal Proceedings
We do not know of any pending or threatened legal proceedings to which we
are a party. We also are not aware of any proceedings being contemplated by
governmental authorities against us.
Item 2. Change in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matter to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are furnished as part of this report:
99.1 Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
(b) Reports on Form 8-K
We filed a current report on Form 8-K on September 19, 2002, to report
under Item 1 a change in our control as a result of the sale of 800,000 shares
of our common stock by Corporate Management Services, Inc. to Plexus Plastic
Corporation on September 16, 2002.
7
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 11, 2002 By: /s/ Wayne Ford
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Wayne Ford, President
8
CERTIFICATION
I, Wayne Ford, President of Capital Dome, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the registrant;
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. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure 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 us 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 within 90 days prior to the filling date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the 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 any material weaknesses 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. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significant affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ Wayne Ford
- --------------
Wayne Ford
President
December 11, 2002
9
CERTIFICATION
I, Samuel Slavens, Chief Accounting Officer of Capital Dome, Inc., certify
that:
1. I have reviewed this quarterly report on Form 10-QSB of the registrant;
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. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure 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 us 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 within 90 days prior to the filling date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the 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 any material weaknesses 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. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significant affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ Samuel Slavens
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Samuel Slavens
Chief Accounting Officer
December 11, 2002
10