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, 2002
Commission File Number: 0-23857
BRE Consulting Group, Inc.
(formerly 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 640
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 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, 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 September 30, 2002
and December 31, 2001 3
Statements of Operations, Three Months
Ended September 30, 2002 and 2001 4
Statements of Operations, Nine Months
Ended September 30, 2002 and 2001 5
Statements of Cash Flows, Nine Months
Ended September 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 September 30, 2002, 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 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
accounting principles generally accepted in the
United States of America.
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
December 10, 2002
2
BRE CONSULTING GROUP, INC.
(FORMERLY ZIRCONIUM CAPITAL CORP.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
September 30, December 31,
2002 2001
(Unaudited) (See Note 1)
------------ -----------
Current Assets:
Cash $ 200 $ -
Accounts receivable 8,000 -
----------- ----------
Total Current Assets 8,200 -
Organization costs, net of amortization 403 1,610
----------- ----------
Total Assets $ 8,603 $ 1,610
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable $ 43,534 $ 500
----------- ----------
Total Current Liabilities 43,534 500
----------- ----------
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 36,460 30,660
Accumulated deficit during development
Stage (81,441) (39,600)
----------- ----------
Total Stockholders' Equity (Deficit) (34,931) 1,110
----------- ----------
Total Liabilities and Stockholders' Equity
(Deficit) $ 8,603 $ 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
September 30, September 30,
2002 2001
Revenues $ 8,000 $ -
----------- ------------
Operating Expenses:
Amortization 402 403
Professional fees 8,600 1,680
Rent 3,000 300
Other 1 20
----------- ------------
Total Operating Expenses 12,003 2,403
----------- ------------
Net Loss $ (4,003) $ (2,403)
----------- ------------
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
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)
Nine Months Ended through
September 30, September 30, September 30,
2002 2001 2002
Revenues $ 8,000 $ - $ 8,000
----------- ------------ -----------
Operating Expenses:
Advertising - - 448
Amortization 1,207 1,208 7,647
Professional fees 42,309 5,382 68,636
Rent 6,300 900 11,100
Other 25 91 1,610
----------- ------------ -----------
Total Operating Expenses 49,841 7,581 89,441
----------- ------------ -----------
Net Loss $ (41,841) $ (7,581) $ (81,441)
----------- ------------ -----------
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)
Nine Months Ended through
September 30, September 30, September 30,
2002 2001 2002
Cash Flows from Operating
Activities:
Net (loss) $ (41,841) $ (7,581) (81,441)
Adjustment to reconcile net
(loss) to net cash provided
by operating activities:
Amortization 1,207 1,208 7,647
(Increase) in accounts
receivable (8,000) - (8,000)
Increase (decrease) in
accounts payable 43,034 (728) 43,534
---------- ---------- ------------
Net Cash (Used in) Operating
Activities (5,600) (7,101) (38,260)
---------- ---------- ------------
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 5,800 2,700 36,460
Issuance of common stock - - 10,050
---------- ---------- ------------
Net Cash Provided by Financing
Activities 5,800 7,010 38,460
---------- ---------- ------------
Increase (decrease) in Cash 200 (91) 200
Cash, Beginning of Period - 91 -
---------- ---------- ------------
Cash, End of Period $ 200 $ - $ 200
========== ========== ============
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
September 30, 2002 (Unaudited)
(1) Condensed Financial Statements
The financial statements included herein have been
prepared by BRE Consulting Group, Inc.
(formerly 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 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.
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
September 30, 2002 (Unaudited)
(4) Subsequent Event
Effective July 11, 2002, the Company
changed its name to BRE Consulting Group, Inc.
8
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
BRE Consulting Group, Inc. (formerly 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. Since July 11, 2002 the
Company has focused its business on
providing consulting services to technology companies.
The Company generated revenues of $8,000
during the quarter ended September 30, 2002,
from providing its consulting services to Sonic
Jet Performance, Inc.
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, 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
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: By: /s/Barrett Evans
December 16, 2002 Barrett Evans, Director,
Chairman, President, and
Chief Executive Officer
Date: By: /s/ Jeff Conrad
December 16, 2002 Jeff Conrad, Director,
Treasurer,
Secretary, and Chief
Financial Officer
11