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 March 31, 2002
Commission File Number: 0-23857
Zirconium Capital Corp. (A Development Stage Company)
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1457006
- ---------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
301 E. Ocean Boulevard, Suite 210
Long Beach, California 90802
----------------------------------------------------------
(Address of principal executive offices including zip code)
(562) 983-0660
--------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be
filed by Section13 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 March 31, 2002, 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 March 31, 2002
and December 31, 2001 3
Statements of Operations, Three Months
Ended March 31, 2002 and 2001 4
Statements of Cash Flows, Nine Months
Ended March 31, 2002 and 2001 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 7
Part II. Other Information 8
REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors
Zirconium Capital Corp.
(A Development Stage Company)
Long Beach, CA
We have reviewed the accompanying balance sheet
of Zirconium Capital Corp. (A Development Stage
Company) as of March 31, 2002, and the related
statements of operations and cash flows for the
three 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 auditing standards
generally accepted in the United States of America,
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
May 13, 2002
2
ZIRCONIUM CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31
2002 2001
------------ -----------
Current Assets $ - $ -
----------- ----------
Total Current Assets - -
Organization costs, net of amortization 1,208 1,610
----------- ----------
Total Assets $ 1,208 $ 1,610
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable $ 1,750 $ 500
----------- ----------
Total Current Liabilities 1,750 500
----------- ----------
Stockholders' Equity (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 32,060 30,660
Accumulated deficit during development
Stage (42,652) (39,600)
----------- ----------
Total Stockholders' Equity (Deficit) (542) 1,110
----------- ----------
Total Liabilities and Stockholders' Equity
(Deficit) $ 1,208 $ 1,610
=========== ==========
The accompanying notes are an integral part of the financial statements.
3
ZIRCONIUM CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended
March 31, March 31,
2002 2001
Revenues $ - $ -
----------- ------------
Operating Expenses:
Amortization 402 403
Professional fees 2,350 2,542
Rent 300 300
Other - 29
----------- ------------
Total Operating Expenses 3,052 3,274
----------- ------------
Net Loss $ (3,052) $ (3,274)
----------- ------------
Per Share $ nil $ nil
=========== ------------
Weighted Average Number of Shares Outstanding 2,000,000 2,000,000
=========== ============
The accompanying notes are an integral part of the
financial statements.
4
ZIRCONIUM CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31, March 31,
2002 2001
Cash Flows from Operating Activities:
Net (loss) $ (3,052) $ (3,274)
Adjustment to reconcile net
(loss) to net cash provided
by operating activities:
Amortization 402 403
Increase (decrease) in accounts
payable 1,250 (2,368)
---------- ----------
Net Cash (Used in) Operating Activities (1,400) (5,239)
---------- ----------
Cash Flows from Investing Activities - -
---------- ----------
Cash Flows from Financing Activities:
Increase in advances, related parties - 4,310
Increase in additional paid-in capital 1,400 900
---------- ----------
Net Cash Provided by Financing Activities 1,400 5,210
---------- ----------
Increase (decrease) in Cash - (29)
Cash, Beginning of Period - 91
---------- ----------
Cash, End of Period $ - $ 62
========== ==========
Interest Paid $ - $ -
========== ==========
Income Taxes Paid $ - $ -
========== ==========
The accompanying notes are an integral part of
the financial statements.
5
ZIRCONIUM CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 (Unaudited)
(1) Condensed Financial Statements
The financial statements included herein have
been prepared by Zirconium Capital Corp.
(A Development Stage Company) 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 accounting principles
generally accepted in the United State of America
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, 2001 audited financial
statements and the accompanying notes included
in the Annual Report Form 10-KSB. 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.
(A Development Stage Company) 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.
6
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Zirconium Capital Corp. (A Development Stage Company)
(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 March 31, 2002, 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 March 31, 2002, the Company had no material
commitments for capital expenditures.
7
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.
8
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.
(A DEVELOPMENT STAGE COMPANY)
Date: By: /s/Barrett Evans
May 15, 2002 Barrett Evans, Director, Chairman,
President, and Chief Executive Officer
Date: By: /s/ Jeff Conrad
May 15, 2002 Jeff Conrad, Director, Treasurer,
Secretary, and Chief Financial Officer
9