U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
Commission File Number: 0-23857
Zirconium Capital Corp.
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(Exact name of small business issuer as specified in its charter)
Colorado 84-1457006
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(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
301 E. Ocean Boulevard, Suite 210
Long Beach, California 90802
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(Address of principal executive offices including zip code)
(562) 983-0660
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(Issuer's telephone number)
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
Registrant was required to file such reports),
and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No___
As of September 30, 2001, the Registrant
had 2,000,000 shares of common stock,
no par value per share, outstanding.
Transitional Small Business Disclosure Format (check one): Yes__ No X
INDEX
Page
Number
Part I. Financial Information
Item I. Financial Statements
Review Report of Independent Certified
Public Accountant 2
Balance Sheets as of September 30, 2001
and December 31, 2000 3
Statements of Operations, Three Months
Ended September 30, 2001 and 2000 4
Statements of Operations, Nine Months
Ended September 30, 2001 and 2000 5
Statements of Cash Flows, Nine Months
Ended September 30, 2001 and 2000 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 8
Part II. Other Information 9
REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors
Zirconium Capital Corp.
Long Beach, CA
We have reviewed the accompanying balance
sheet of Zirconium Capital Corp. as of
September 30, 2001, and the related
statements of operations and cash flows
for the three months and nine months
then ended, in accordance with Statements
on Standards for Accounting and Review
Services issued by the American Institute
of Certified Public Accountants. All
information included in these financial
statements is the representation of the
management of Zirconium Capital Corp.
A review of interim financial statements
consists principally of inquiries of
Company personnel responsible for financial
matters and analytical procedures applied
to financial data. It is substantially
less in scope than an audit conducted in
accordance with generally accepted auditing
standards, the objective of which is the
expression of an opinion regarding the
financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware
of any material modifications that
should be made to the accompanying financial
statements in order for them to be in
conformity with generally accepted
accounting principles.
As discussed in the notes to the financial
statements, certain conditions indicate
that the Company may be unable to continue
as a going concern. The accompanying financial
statements do not include any adjustments to
the financial statements that might be necessary
should the Company be unable to continue
as a going concern.
Schumacher & Associates, Inc.
Certified Public Accountants
2525 Fifteenth Street, Suite 3H
Denver, Colorado 80211
November 30, 2001
2
ZIRCONIUM CAPITAL CORP.
BALANCE SHEETS
(Unaudited)
ASSETS
September 30 December 31
2001 2000
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Current Assets
Cash $ - $ 91
----------- ----------
Total Current Assets - 91
Organization costs, net of amortization 2,013 3,220
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Total Assets $ 2,013 $ 3,311
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LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable $ 3,524 $ 4,251
Advances payable, related parties 10,821 6,511
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Total Current Liabilities 14,345 10,762
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Stockholders' (Deficit):
Preferred Stock, no par value,
5,000,000 shares authorized
none issued and outstanding - -
Common Stock, no par value,
100,000,000 shares authorized
2,000,000 shares issued and
outstanding 10,050 10,050
Additional paid-in capital 13,500 10,800
Accumulated deficit (35,882) (28,301)
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Total Stockholders' (Deficit) (12,332) (7,451)
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Total Liabilities and Stockholders' (Deficit) $ 2,013 $ 3,311
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The accompanying notes are an integral part of the financial statements.
3
ZIRCONIUM CAPITAL CORP.
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended
September 30, September 30,
2001 2000
Revenues $ - $ -
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Operating Expenses:
Amortization 403 403
Professional fees 1,680 1,257
Rent 300 300
Other 20 29
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Total Operating Expenses 2,403 1,989
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Net Loss $ (2,403) $ (1,989)
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Per Share $ nil $ nil
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Weighted Average Number of Shares Outstanding 2,000,000 2,000,000
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The accompanying notes are an integral part of the financial statements.
4
ZIRCONIUM CAPITAL CORP.
STATEMENT OF OPERATIONS
(Unaudited)
Nine Months Ended
September 30, September 30,
2001 2000
Revenues $ - $ -
----------- ------------
Operating Expenses:
Amortization 1,208 1,208
Professional fees 5,382 5,274
Rent 900 900
Other 91 86
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Total Operating Expenses 7,581 7,468
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Net Loss $ (7,581) $ (7,468)
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Per Share $ nil $ nil
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Weighted Average Number of Shares Outstanding 2,000,000 2,000,000
=========== ============
The accompanying notes are an integral part
of the financial statements.
5
ZIRCONIUM CAPITAL CORP.
STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30, September 30,
2001 2000
Cash Flows from Operating Activities:
Net (loss) $ (7,581) $ (7,468)
Adjustment to reconcile net
(loss) to net cash provided
by operating activities:
Amortization 1,208 1,208
(Decrease) in accounts
payable (728) (1,245)
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Net Cash (Used in) Operating Activities (7,101) (7,505)
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Cash Flows from Investing Activities - -
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Cash Flows from Financing Activities:
Increase in advances, related parties 4,310 4,812
Increase in additional paid-in capital 2,700 2,700
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Net Cash Provided by Financing Activities 7,010 7,512
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Increase (decrease) in Cash (91) 7
Cash, Beginning of Period 91 113
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Cash, End of Period $ - $ 120
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Interest Paid $ - $ -
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Income Taxes Paid $ - $ -
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The accompanying notes are an integral part of the financial statements.
6
ZIRCONIUM CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
September 30, 2001 (Unaudited)
(1) Condensed Financial Statements
The financial statements included herein
have been prepared by Zirconium Capital Corp.
without audit, pursuant to the rules and
regulations of the Securities and Exchange
Commission. Certain information and
footnote disclosures normally included
in the financial statements prepared in
accordance with generally accepted accounting
principles have been condensed or omitted
as allowed by such rules and regulations,
and Zirconium Capital Corp. believes that the
disclosures are adequate to make the information
presented not misleading. It is suggested that
these financial statements be read in
conjunction with the December 31, 2000
audited financial statements and the
accompanying notes thereto. While
management believes the procedures followed
in preparing these financial statements are
reasonable, the accuracy of the amounts are
in some respect's dependent upon the facts
that will exist, and procedures that
will be accomplished by Zirconium Capital
Corp. later in the year.
The management of Zirconium Capital Corp.
believes that the accompanying unaudited
condensed financial statements contain
all adjustments (including normal
recurring adjustments) necessary to present
fairly the operations and cash flows for
the periods presented.
(2) Basis of Presentation - Going Concern
The accompanying financial statements have
been prepared in conformity with generally
accepted accounting principles, which
contemplates continuation of the Company
as a going concern. However, the Company
has sustained operating losses since its
inception and has a net capital deficiency.
These matters raise substantial doubt about
the Company's ability to continue as a
going concern. Management is attempting
to raise additional capital.
In view of these matters, realization
of certain of the assets in the accompanying
balance sheet is dependent upon continued
operations of the Company, which in turn
is dependent upon the Company's ability to
meet its financial requirements, raise
additional capital, and the success of its future
operations. Management is in the process
of attempting to raise additional capital
and reduce operating expenses. Management
believes that its ability to raise additional
capital and reduce operating expenses provide
an opportunity for the Company to continue
as a going concern.
(3) Change in Control
Effective October 8, 2001, the shareholders
of the Company entered into an agreement
to sell 1,600,000 shares of the Company issued
and outstanding common stock. The transaction
resulted in a change in control of the Company.
7
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Zirconium Capital Corp. (the "Company") was
organized as a Colorado corporation on December
5, 1996, in order to evaluate, structure and
complete a merger with, or acquisition of,
prospects consisting of private companies,
partnerships or sole proprietorships. The Company
may seek to acquire a controlling interest in
such entities in contemplation of later
completing an acquisition. The Company is
not limited to any operation or geographic area
in seeking out opportunities. Management has
not identified any particular business or industry
within which the Company will seek an acquisition or
merger. The Company has not conducted, nor have
others made available to it, market research
supporting the viability of the Company's
proposed operations.
The Company generated no revenues during
the quarter ended September 30, 2001, and
management does not anticipate any revenues
until following the conclusion of a merger
or acquisition, if any, as contemplated by
the Company's business plan.
The Company's capital is limited. The Company
anticipates operational costs will be limited
until such time as significant evaluation
work is undertaken regarding prospective mergers
or acquisitions.
At September 30, 2001, the Company had no
material commitments for capital expenditures.
8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
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
None.
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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, thereunto
duly authorized.
ZIRCONIUM CAPITAL CORP.
Date: November 30, 2001 By: /s/Barrett Evans
Barrett Evans, Director, Chairman, President,
and Chief Executive Officer
By: /s/ Jeff Conrad
Jeff Conrad, Director,
Treasurer, Secretary, and Chief
Financial Officer
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