UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10QSB/A
Amendment #1
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(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to _______
Commission file number: 000-50057
CAPTECH FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida 59-1019723
- ------------------------------------ --------------------
(State of Incorporation) (IRS Employer ID Number)
10200 W. 44th Avenue, Suite 210-E, Wheat Ridge, CO 80033
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(Address of principal executive offices)
303-940-2090
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(Registrant's Telephone number)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the filing requirements for the past 90
days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of May 14, 2007, there were 1,767,021 shares of the registrant's sole class
of common shares outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page
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Report of Independent Registered Public Accounting Firm F-1
Balance Sheets - March 31, 2007 and December 31, 2006 F-2
Statements of Operations -
Three months ended March 31, 2007 and 2006 and
From January 3, 2001 (Inception) to March 31, 2007 F-3
Statement of Changes in Stockholders' Equity -
From January 3, 2001 (Inception) to March 31, 2007 F-4
Statements of Cash Flows -
Three months ended March 31, 2007 and 2006 and
From January 3, 2001 (Inception) to March 31, 2007 F-5
Notes to Financial Statements F-6
Item 2. Management's Discussion and Analysis 1
Item 3. Controls and Procedures 2
Item 3A(T). Controls and Procedures 3
PART II - OTHER INFORMATION
Item 1. Legal Proceedings -Not Applicable 3
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 3
- Not Applicable
Item 3. Defaults Upon Senior Securities - Not Applicable 3
Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable 3
Item 5. Other Information - Not Applicable 3
Item 6. Exhibits 3
SIGNATURES 4
PART I
ITEM 1. FINANCIAL STATEMENTS
JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
9175 Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Captech Financial Group, Inc.
We have reviewed the accompanying balance sheet of Captech Financial Group, Inc.
(a Development stage Company) as of March 31, 2007 and the related statements of
operations, stockholders' equity (deficit) and cash flows for the three-months
ended March 31, 2007. These financial statements are the responsibility of the
company's management.
We conducted our reviews in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the
objective of which is the expression of an opinion regarding the financial
statements as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying interim financial statements for them to be in
conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, conditions
exist which raise substantial doubt about the Company's ability to continue as a
going concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain its operations. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Jaspers + Hall PC
Jaspers + Hall, PC
May 14, 2007
F-1
CAPTECH FINANCIAL GROUP, INC.
(A Development Stage Company)
Balance Sheets
March 31, December 31,
---------------------------------
2007 2006
--------------- ---------------
(Unaudited) (Audited)
ASSETS;
Current Assets:
Cash $ - $ -
--------------- ---------------
Total Current Assets - -
--------------- ---------------
TOTAL ASSETS $ - $ -
=============== ===============
LIABILITIES & STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable $ 19,621 $ 19,621
Accrued Expenses 5,075 5,075
Advance - Shareholder 7,000 7,000
--------------- ---------------
Total Current Liabilties 31,696 31,696
--------------- ---------------
Stockholders Equity (Deficit):
Common stock, no par value, 200,000,000 shares 40,675 40,675
authorized, 1,767,021 shares issued and
outstanding at March 31, 2007 and December
31, 2006, respectively
Deficit accumulated during development stage (72,371) (72,371)
--------------- ---------------
Total Stockholders' Equity (Deficit) (31,696) (31,696)
--------------- ---------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
=============== ===============
See accountants' review report and notes to these financial statements.
F-2
CAPTECH FINANCIAL GROUP, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
January 3, 2001
For the Three Months Ended (Inception) to
March 31, March 31,
2007 2006 2007
---------------- ---------------- --------------
Revenue:
Sales $ - $ - $ -
---------------- ---------------- --------------
Total Income - - -
---------------- ---------------- --------------
Operating Expenses:
General and Administrative - - 69,498
---------------- ---------------- --------------
Total Operating Expenses - - 65,588
---------------- ---------------- --------------
Other Expenses:
Impairment of Website - - 990
Interest Expense - 1,883
---------------- ---------------- --------------
Total Other Expenses - - 2,873
---------------- ---------------- --------------
Total Expenses - - 72,371
---------------- ---------------- --------------
Net Loss $ - $ - $(72,371)
================ ================ ==============
Per Share Information:
Weighted average number
of common shares outstanding 1,767,021 1,767,021
---------------- ----------------
Net Loss per common share $ * $ *
================ ================
Less than ($0.01) per share.
See accountants' review report and notes to these financial statements.
F-3
CAPTECH FINANCIAL GROUP, INC.
(A Development Stage Company)
Stockholders' Equity (Deficit)
March 31, 2007
(Unaudited)
Deficit
COMMON STOCK Accumulated Total
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During the Stockholders'
# of Shares Amount Development Stage Equity
----------- ------ ------------------ --------------
Issuance of stock for cash 800,000 $ 7,500 $ - $ 7,500
Issuance of stock for properties 165,696 2,600 - 2,600
Issuance of stock for services 400 600 - 600
Organization costs from shareholder - 500 500
Net Loss for Year - - (10,774) (10,774)
----------------- ------------- ------------------ --------------
Balance - December 31, 2001 966,096 11,200 (10,774) 426
----------------- ------------- ------------------ --------------
Stock issued for cash 800,000 10,000 - 10,000
Net Loss for Year - - (14,110) (14,110)
----------------- ------------- ------------------ --------------
Balance - December 31, 2002 1,766,096 21,200 (24,884) (3,684)
----------------- ------------- ------------------ --------------
Payment of expenses by shareholder - 7,400 - 7,400
Net Loss for Year - - (12,141) (12,141)
----------------- ------------- ------------------ --------------
Balance - December 31, 2003 1,766,096 28,600 (37,025) (8,425)
----------------- ------------- ------------------ --------------
Payment of expenses by shareholder 4,975 4,975
Net Loss for Year - - (16,869) (16,869)
----------------- ------------- ------------------ --------------
Balance - December 31, 2004 1,766,096 33,575 (53,894) (20,319)
----------------- ------------- ------------------ --------------
Payment of expenses by shareholder - 7,100 - 7,100
Net Loss for Year - - (13,577) (13,577)
----------------- ------------- ------------------ --------------
Balance - December 31, 2005 1,766,096 40,675 (67,471) (26,796)
----------------- ------------- ------------------ --------------
Net Loss for Year - - (4,900) (4,900)
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Balance - December 31, 2006 1,767,096 40,675 (72,371) (31,696)
----------------- ------------- ------------------ --------------
1 for 75 reverse split 925 - - -
Net Loss for the Period - - - -
----------------- ------------- ------------------ --------------
Balance - March 31, 2007 1,767,021 $ 40,675 $ (72,371) $ (31,696)
================= ============= ================== ==============
See accountants' review report and notes to these financial statements.
F-4
CAPTECH FINANCIAL GROUP, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
January 3, 2001
For the Three Months Ended (Inception) to
March 31, March 31,
2007 2006 2007
--------------- --------------- ----------
Cash Flows from Operating Activities:
Net Loss $ - $ - $(67,471)
Amortization - - 1,510
Organization costs paid by shareholder - - 500
Stocks issued for services - - 2,677
Impairment of Website - - 990
Adjustments to reconcile net loss to cash used
by operating activities
Increase (Decrease) in accounts payable and accruals - - 32,694
--------------- --------------- ----------
Net Cash Used by Operating Activities - - (29,100)
--------------- --------------- ----------
Cash Flows from Investing Activities:
Additions to Website - - (2,500)
--------------- --------------- ----------
Net Cash Used by Investing Actibities - - (2,500)
--------------- --------------- ----------
Cash Flows from Financing Activities:
Capital Contribution - - 7,100
Proceeds from stockholder advance - - 7,000
Proceeds from stock issuance - - 17,500
--------------- --------------- ----------
Net Cash Provided by Financing Activities - - 31,600
--------------- --------------- ----------
Net Increase in Cash & Cash Equivalents - - -
Beginning Cash & Cash Equivalents - - -
--------------- --------------- ----------
Ending Cash & Cash Equivalents $ - $ - $ -
=============== =============== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for Interest $ - $ - $ 83
=============== =============== ==========
Cash paid for Income Taxes $ - $ - $ -
=============== =============== ==========
See accountants' review report and notes to these financial statements.
F-5
CAPTECH FINANCIAL GROUP, INC.
(A Development Stage Company)
Notes to the Financial Statements
For the Three Months ended March 31, 2007
(Unaudited)
Note 1. Organization, Basis of Presentation and Significant Accounting Policies:
Organization:
The accompanying financial statements include the accounts of Captech Financial
Group, Inc. a Florida corporation, (the "Company") incorporated in January 2001
and is in its development stage. To date the Company's operational activities
have been limited to its organization and capital formation.
Basis of Presentation - Development Stage Company:
The Company has not earned significant revenues from limited principal
operations. Accordingly, the Company's activities have been accounted for as
those of a "Development Stage Enterprise" as set forth in Financial Accounting
Standards Board Statement No. 7 ("FASB 7"). Among the disclosures required by
FASB 7 are that the Company's financial statements be identified as those of a
development stage company, and that the statements of operations, stockholders'
equity (deficit) and cash flows disclose activity since the date of the
Company's inception.
Basis of Accounting:
The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States.
Loss Per Share:
Loss per share is based on the weighted average number of common shares
outstanding during the period.
Other Comprehensive Income:
The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.
F-6
CAPTECH FINANCIAL GROUP, INC.
(A Development Stage Company)
Notes to the Financial Statements
For the Three Months ended March 31, 2007
(Unaudited)
Recently Issued Accounting Pronouncements:
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty
in Income Taxes - An Interpretation of FASB Statement No. 109, (FIN 48). FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement No. 109,
Accounting for Income Taxes. FIN 48 also prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return that results in a
tax benefit. Additionally, FIN 48 provides guidance on de-recognition, income
statement classification of interest and penalties, accounting in interim
periods, disclosure, and transition. This interpretation is effective for the
Company for its fiscal year ending December 31, 2007. The Company has not yet
evaluated the effect that the application of FIN 48 may have, if any, on its
future results of operations and financial condition.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, and expands disclosures about fair
value measurements. This statement applies under other accounting pronouncements
that require or permit fair value measurements. SFAS No. 157 is effective for
the Company for its fiscal year beginning on July 1, 2008. The Company is
currently assessing the impact the adoption of SFAS No. 157 will have on its
financial statements.
On February 15, 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115." This standard permits an entity to measure many financial
instruments and certain other items at estimated fair value. Most of the
provisions of SFAS No. 115 ("Accounting for Certain Investments in Debt and
Equity Securities) applies to all entities that own trading and
available-for-sale securities. The fair value option created by SFAS No. 159
permits an entity to measure eligible items at fair value as of specified
election dates. Among others, eligible items exclude (1) financial instruments
classified (partially or in total) as permanent or temporary stockholders'
equity (such as a convertible debt security with a non-contingent beneficial
conversion feature) and (2) investments in subsidiaries and interests in
variable interests that must be consolidated. A for-profit business entity will
be required to report unrealized gains and losses on items for which the fair
value option has been elected in its statements of operations at each subsequent
reposting date. The fair value option (a) may generally be applied instrument by
instruments, (b) is irrevocable unless a new elections date occurs, and (c) must
be applied to the entire instrument and not to only a portion of the instrument.
SFAS No. 159 is effective as of the beginning of the first fiscal year that
begins after November 15, 2007. The Company has not yet evaluated the effect
that the application of SFAS No. 159, may have, if any, on its future results of
operations and financial condition.
F-7
CAPTECH FINANCIAL GROUP, INC.
(A Development Stage Company)
Notes to the Financial Statements
For the Three Months ended March 31, 2007
(Unaudited)
Note 2 Going Concern and Results of Operations:
The financial statements of the Company have been presented on the basis that
they are a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company
reported an accumulated deficit during the development stage of $72,371. The
Company's current liabilities exceed current assets by $31,696 at March 31,
2007.
The future success of the Company is likely dependent on its ability to attain
additional capital, or to find an acquisition to add value to its present
shareholders and ultimately, upon its ability to attain future profitable
operations. There can be no assurance that the Company will be successful in
obtaining such financing, or that it will attain positive cash flow from
operations. Management believes that actions presently being taken to revise the
Company's operating and financial requirements provide the opportunity for the
Company to continue as a going concern.
Note 3 Stockholders' Equity (Deficit):
On February 2, 2007, the Board of Directors approved a 1 for 75 reverse split of
the then issued and outstanding common stock. After the reverse split was
completed the Company, had 1,767,021 shares of its common stock issued and
outstanding.
Note 4 Subsequent Events:
The definitive agreement, which the Company entered into with Greenbridge
Telecommunications, Inc. and which was previously announced on Form 8-K on March
22, 2007, has been cancelled due to failure of the escrow to be funded and
closed.
F-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our unaudited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or on our behalf. We disclaim any obligation to update
forward-looking statements.
The independent registered public accounting firm's report on the Company's
financial statements as of December 31, 2006, and for each of the years in the
two-year period then ended, includes a "going concern" explanatory paragraph,
that describes substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to the factors prompting the
explanatory paragraph are discussed below and also in Note 2 to the unaudited
quarterly financial statements.
RESULTS OF OPERATION
- --------------------
Results of Operations for the Three Months Ended March 31, 2007 Compared to the
Three Months Ended March 31, 2006
The Company did not recognize any revenues during the three months ended March
31, 2007 and March 31, 2006. The Companies operating activities to date have
been limited to its organization and its capital formation.
During the three months ended March 31, 2007 and 2006, respectively the Company
did not incur any general and administrative expenses.
Do to the Company's inactivity during the three months ended March 31, 2007 and
2006, respectively, the Company did not recognize any losses or income during
the period.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company did not have any cash or capital at March 31, 2007. Nor did the
Company have any other assets at March 31, 2007. The Company will need to either
borrow or make private placements of stock in order to fund operations. No
assurance exists as to the ability to achieve loans or make private placements
of stock.
On February 2, 2007, the Board of Directors approved a 1 for 75 reverse split of
the then issued and outstanding common stock. After the reverse split was
completed, the Company had 1,767,021 shares of its common stock issued and
outstanding.
Going Concern
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.
1
The Company is in the development stage and has not earned any revenue from
operations. The Company's ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital or locate a merger
candidate and ultimately, achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. Management is seeking new capital to revitalize
the Company.
ADDITIONAL FINANCING
- --------------------
NEED FOR ADDITIONAL FINANCING
The Company does not have capital sufficient to meet the Company's cash needs,
including the costs of compliance with the continuing reporting requirements of
the Securities Exchange Act of 1934. The Company will have to seek loans or
equity placements to cover such cash needs. In the event the Company is ale to
complete a business combination during this period, lack of its existing capital
may be a sufficient impediment to prevent it from accomplishing the goal of
completing a business combination. There is no assurance, however, that without
funds it will ultimately allow the Company to carry out its business.
The Company will need to raise additional funds to conduct any business
activities in the next twelve months.
No commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any additional funds
will be available to the Company to allow it to cover its expenses as they may
be incurred.
Irrespective of whether the Company's cash assets prove to inadequate to meet
the Company's operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.
ITEM 3. CONTROLS AND PROCEDURES
a. Evaluation of Disclosure Controls and Procedures:
The management of the company has evaluated the effectiveness of the issuer's
disclosure controls and procedures as of the end of the period of the report
March 31, 2007 and have concluded that the disclosure controls, internal
controls and procedures are adequate and effective based upon their evaluation
as of the evaluation date.
b. Changes in Internal Control over Financial Reporting:
There were no changes in the small business issuer's internal control over
financial reporting identified in connection with the Company evaluation
required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange act
that occurred during the small business issuer's last fiscal quarter that has
materially affected or is reasonable likely to materially affect, the small
business issuer's internal control over financial reporting.
ITEM 3(A)T. CONTROLS AND PROCEDURES
There have been no changes in the small business issuer's internal control over
financial reporting identified in connection with the evaluation required by
paragraph (d) of Rule 240.15d-15 that occurred during the small business
issuer's last fiscal quarter that has materially affected, or is reasonable
likely to materially affect, the small business issuer's internal control over
financial reporting.
2
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
Exhibits. The following is a complete list of exhibits filed as part of this
Form 10-QSB. Exhibit numbers correspond to the numbers in the Exhibit Table of
Item 601 of Regulation S-B.
Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act
3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CAPTECH FINANCIAL GROUP, INC.
(Registrant)
Dated: June 15, 2007 By: /s/ Wesley F. Whiting
-----------------------------
Wesley F. Whiting, President
4