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 June 30, 2002
Commission File Number: 0-23857
BRE Consulting Group, Inc.
(formerly Zirconium Capital Corp.)
- ----------------------------------------------------------------
(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 640
Long Beach, California 90802
- ----------------------------------------------------------
(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 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 June 30, 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 June 30, 2002
and December 31, 2001 3
Statements of Operations, Three Months
Ended June 30, 2002 and 2001 4
Statements of Operations, Six Months
Ended June 30, 2002 and 2001 5
Statements of Cash Flows, Six Months
Ended June 30, 2002 and 2001 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 9
Part II. Other Information 10
REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors
BRE Consulting Group, Inc.
(A Development Stage Company)
Long Beach, CA
We have reviewed the accompanying balance
sheet of BRE Consulting Group, (formerly
Zirconium Capital Corp.) (A Development Stage Company)
as of June 30, 2002, and the related statements
f operations and cash flows for the three months
and six 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 BRE Consulting Group, Inc.
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
September 5, 2002
2
BRE CONSULTING GROUP, INC.
(FORMERLY ZIRCONIUM CAPITAL CORP.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
June 30, December 31,
2002 2001
(Unaudited) (See Note 1)
------------ -----------
Current Assets $ - $ -
----------- ----------
Total Current Assets - -
Organization costs, net of amortization 805 1,610
----------- ----------
Total Assets $ 805 $ 1,610
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable $ 35,533 $ 500
----------- ----------
Total Current Liabilities 35,533 500
----------- ----------
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 32,660 30,660
Accumulated deficit during development
Stage (77,438) (39,600)
----------- ----------
Total Stockholders' Equity (Deficit) (34,728) 1,110
----------- ----------
Total Liabilities and Stockholders' Equity
(Deficit) $ 805 $ 1,610
=========== ==========
The accompanying notes are an integral part of the financial statements.
3
BRE CONSULTING GROUP, INC.
(FORMERLY ZIRCONIUM CAPITAL CORP.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended
June 30, June 30,
2002 2001
Revenues $ - $ -
----------- ------------
Operating Expenses:
Amortization 403 402
Professional fees 31,359 1,160
Rent 3,000 300
Other 24 42
----------- ------------
Total Operating Expenses 34,786 1,904
----------- ------------
Net Loss $ (34,786) $ (1,904)
----------- ------------
Per Share $ (.02) $ 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
BRE CONSULTING GROUP, INC.
(FORMERLY ZIRCONIUM CAPITAL CORP.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Period
From December
5, 1996 (date
of inception)
Six Months Ended through
June 30, June 30, June 30,
2002 2001 2002
Revenues $ - $ - $ -
----------- ------------ -----------
Operating Expenses:
Advertising - - 448
Amortization 805 805 7,245
Professional fees 33,709 3,702 60,036
Rent 3,300 600 8,100
Other 24 71 1,609
----------- ------------ -----------
Total Operating Expenses 37,838 5,178 77,438
----------- ------------ -----------
Net Loss $ (37,838) $ (5,178) $ (77,438)
----------- ------------ -----------
Per Share $ (.02) $ nil $ (.04)
=========== ============ ===========
Weighted Average Number of
Shares Outstanding 2,000,000 2,000,000 2,000,000
=========== ============ ===========
The accompanying notes are an integral part of the financial statements.
5
BRE CONSULTING GROUP, INC.
(FORMERLY ZIRCONIUM CAPITAL CORP.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Period
From December
5, 1996 (date
of inception)
Six Months Ended through
June 30, June 30, June 30,
2002 2001 2002
Revenues $ - $ - $ -
----------- ------------ -----------
Cash Flows from Operating
Activities:
Net (loss) $ (37,838) $ (5,178) (77,438)
Adjustment to reconcile net
(loss) to net cash provided
by operating activities:
Amortization 805 805 7,245
Increase (decrease) in
accounts payable 35,033 (1,808) 35,533
---------- ---------- ------------
Net Cash (Used in) Operating
Activities (2,000) (6,181) (34,660)
---------- ---------- ------------
Cash Flows from Investing
Activities - - -
---------- ---------- ------------
Cash Flows from Financing
Activities:
Organization costs incurred - - (8,050)
Increase in advances,
related parties - 4,310 -
Increase in additional
paid-in capital 2,000 1,800 32,660
Issuance of common stock - - 10,050
---------- ---------- ------------
Net Cash Provided by Financing
Activities 2,000 6,110 34,660
---------- ---------- ------------
Increase (decrease) in Cash - (71) -
Cash, Beginning of Period - 91 -
---------- ---------- ------------
Cash, End of Period $ - $ 20 $ -
========== ========== ============
Interest Paid $ - $ - $ -
========== ========== ============
Income Taxes Paid $ - $ - $ -
========== ========== ============
The accompanying notes are an integral part of the financial statements.
6
BRE CONSULTING GROUP, INC.
(FORMERLY ZIRCONIUM CAPITAL CORP.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
June 30, 2002 (Unaudited)
(1) Condensed Financial Statements
The financial statements included herein have
been prepared by BRE Consulting Group, Inc.
(formerly 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 States of
America have been condensed or omitted as
allowed by such rules and regulations, and
BRE Consulting Group, Inc. 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
BRE Consulting Group, Inc. later in the year.
The management of BRE Consulting Group, Inc.
(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.
7
BRE CONSULTING GROUP, INC.
(FORMERLY ZIRCONIUM CAPITAL CORP.)
(A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
June 30, 2002 (Unaudited)
(4) Subsequent Event
Effective July 11, 2002, the Company changed
its name to BRE Consulting Group, Inc. and
commenced operations as corporate consulting group.
8
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
BRE Consulting Group, Inc. changed its name and
commenced operations as corporate consulting group on
July 11, 2002.
BRE Consulting Group, Inc. (the "Company"
or "BRE")is a multi-disciplined consulting
firm with leading practices in the
areas of financial restructuring, litigation
support, and engineering/scientific investigation.
BRE Consulting Group, Inc.
(formerly 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 is
also providing consulting services to technology
companies.
The Company generated no revenues during the quarter
ended June 30, 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 June 30, 2002, the Company had no material
commitments for capital expenditures.
9
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
Reports on Form 8-K. During this
quarter the following were filed:
a) Name Change to BRE Consulting Group,
Inc. on July 11, 2002.
10
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.
BRE CONSULTING GROUP, INC.
(Formerly Zirconium Capital Corp.)
(A DEVELOPMENT STAGE COMPANY)
Date: September 11, 2002 By: /s/Barrett Evans
Barrett Evans, Director, Chairman,
President, and Chief Executive Officer
Date: September 11, 2002 By: /s/ Jeff Conrad
Jeff Conrad, Director, Treasurer,
Secretary, and Chief Financial Officer
11