UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB, Amendment No. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2001
or
[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number: 000-28005
CobraTech International, Inc.
-----------------------------
(Exact name of registrant as specified in its charter)
Nevada 88-0422028
- ------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6511 Jasper Road, Sechelt, British Columbia Canada V0N 3A8
- ------------------------------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
(604) 885-0401
--------------
(Registrant's Telephone Number, Including Area Code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 24,200,030.
1
COBRATECH INTERNATIONAL, INC.
(A Development Stage Company)
Table of Contents
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Balance Sheet September 30, 2001, and December 31, 2000 4
Statement of Operations for the Three and Nine Months Ending
September 30, 2001 and 2000, and for the Period March 30, 1999 (Inception)
to June 30, 2001 5
Statement of Cash Flows for the Three and Nine Months Ending September 30, 2001
and 2000 and for the Period from March 30, 1999
(Inception) to June 30, 2001 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Plan of Operation 9
PART II - OTHER INFORMATION
SIGNATURES 11
2
The Company filed an Annual Report on Form 10-KSB for the year ended December
31, 2000 and Quarterly Reports on Form 10-QSB for the three month period ended
March 31, 2001, the six month period ended June 30, 2001 and the nine month
period ended September 30, 2001, which did not accurately reflect the forward
split which occurred in November 2000 and did not accurately reflect 24,200,030
as the total number of issued and outstanding shares of common stock. Therefore,
the Company intends to file an amended Annual Report on Form 10-KSB for the year
ended December 31, 2000, and amended Quarterly Reports on Form 10-QSB for the
three month period ended March 31, 2001, the six month period ended June 30,
2001 and the nine month period ended September 30, 2001, in order to accurately
reflect the forward split and the total number of issued and outstanding shares
of common stock as 24,200,030.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Cobra Tech International, Inc.
[formerly Dead Man's Point, Inc.]
(a Development Stage Company)
Balance Sheet - restated
(unaudited)
September 30, December 31,
2001 2000
--------------------- --------------------
Assets
Current assets:
Cash $ 19 $ 19
Loan to stockholder 9,511 9,511
--------------------- --------------------
Total current assets 9,530 9,530
--------------------- --------------------
$ 9,530 $ 9,530
===================== ====================
Liabilities and Stockholders' Equity
Current liabilities
Loan from stockholder $ 8,334 $ 8,334
--------------------- --------------------
Total current liabilities 8,334 8,334
--------------------- --------------------
Stockholders' Equity:
Common stock, $0.001 par value, 25,000,000
shares authorized; 24,200,030 shares issued and
outstanding at 9/30/01 and 12/31/00 24,200 24,200
Additional paid-in capital 9,860 9,860
Treasury stock 10,000 10,000
(Deficit) accumulated during development stage (42,864) (42,864)
--------------------- --------------------
1,196 1,196
--------------------- --------------------
$ 9,530 $ 9,530
===================== ====================
The accompanying Notes are an integral part of these financial statements.
3
Cobra Tech International, Inc.
[formerly Dead Man's Point, Inc.]
(a Development Stage Company)
Statement of Operations - restated
(unaudited)
For the Three and Nine Months Ending September 30, 2001 and 2000
and For the Period March 30, 1999 (Inception) to September 30, 2001
Three Months Ending Nine Months Ending March 30, 1999
September 30, September 30, (Inception) to
------------------------------ ------------------------------ September 30,
2001 2000 2001 2000 2001
-------------- ------------- -------------- ------------- --------------------
Revenue $ - $ - $ - $ - $ -
-------------- ------------- -------------- ------------- --------------------
Expenses:
General and administrative expenses - 2,241 - 5,599 18,504
-------------- ------------- -------------- ------------- --------------------
Total expenses - 2,241 - 5,599 18,504
-------------- ------------- -------------- ------------- --------------------
Net (loss) $ - $ (2,241) $ - $ (5,599) $ (18,504)
============== ============= ============== ============= ====================
Weighted average number of common shares
outstanding - basic and fully 24,200,030 9,840,001 24,200,030 9,840,001
============== ============= ============== =============
Net (loss) per share - basic and fully diluted - $ (0.00) $ - $ (0.00)
============== ============= ============== =============
The accompanying Notes are an integral part of these financial statements.
4
Cobra Tech International, Inc.
[formerly Dead Man's Point, Inc.]
(a Development Stage Company)
Statement of Cash Flows - restated
(unaudited)
For the Nine Months Ending September 30, 2001 and 2000
and For the Period March 30, 1999 (Inception) to September 30, 2001
Nine Months Ending March 30, 1999
September 30, (Inception) to
-------------------------------------- September 30,
2001 2000 2001
---------------- ------------------ -----------------------
Cash flows from operating activities
Net (loss) $ - $ (5,599) $ (18,504)
Depreciation expense - - -
Adjustments to reconcile net (loss) to net cash
used by operating activities:
Accounts payable - (50) -
---------------- ------------------ -----------------------
Net cash used by operating activities - (5,649) (18,504)
---------------- ------------------ -----------------------
Cash flows from investing activities - - -
---------------- ------------------ -----------------------
Net cash used by investing activities - - -
---------------- ------------------ -----------------------
Cash flows from financing activities
Loan from stockholder - 5,209 (1,177)
Issuance of common stock - - 19,700
---------------- ------------------ -----------------------
Net cash provided by financing activities - 5,209 18,523
---------------- ------------------ -----------------------
Net (decrease) increase in cash - (440) 19
Cash - beginning 19 459 -
---------------- ------------------ -----------------------
Cash - ending $ 19 $ 19 $ 19
================ ================== =======================
Supplemental disclosures:
Interest paid $ - $ - $ -
================ ================== =======================
Income taxes paid $ - $ - $ -
================ ================== =======================
The accompanying Notes are an integral part of these financial statements.
5
Cobra Tech International, Inc.
(a Development Stage Company)
Notes
Note 1 - Basis of Presentation
The interim financial statements included herein, presented in accordance with
United States generally accepted accounting principles and stated in US dollars,
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with the
financial statements of the Company for the year ended December 31, 2000 and
notes thereto included in the Company's 10-KSB annual report. The Company
follows the same accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - Going concern
These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. As at September 30, 2001, the
Company has not recognized revenue to date and has accumulated operating losses
of approximately $(42,864) since inception. The Company's ability to continue as
a going concern is contingent upon the successful completion of additional
financing arrangements and its ability to achieve and maintain profitable
operations. Management plans to raise equity capital to finance the operating
and capital requirements of the Company. Amounts raised will be used to further
development of the Company's products, to provide financing for marketing and
promotion, to secure additional property and equipment, and for other working
capital purposes. While the Company is expending its best efforts to achieve the
above plans, there is no assurance that any such activity will generate funds
that will be available for operations.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. These financial statements do not include any adjustments
that might arise from this uncertainty.
Note 3 - Related party transactions
The Company does not lease or rent any property. Office services are provided
without charge by a director. Such costs are immaterial to the financial
statements and, accordingly, have not been reflected therein. The officers and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.
6
Item 2. Management's Discussion and Plan of Operation
Forward-Looking Statements
This Quarterly Report contains forward-looking statements about our business,
financial condition and prospects that reflect our assumptions and beliefs based
on information currently available. We can give no assurance that the
expectations indicated by such forward-looking statements will be realized. If
any of our assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, our actual
results may differ materially from those indicated by the forward-looking
statements.
The key factors that are not within our control and that may have a direct
bearing on operating results include, but are not limited to, acceptance of our
services, our ability to expand our customer base, our ability to raise capital
in the future, the retention of key employees and changes in the regulation of
our industry.
There may be other risks and circumstances that we are unable to predict. When
used in this Quarterly Report, words such as, "believes," "expects," "intends,"
"plans," "anticipates," "estimates" and similar expressions are intended to
identify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions. All
forward-looking statements are intended to be covered by the safe harbor created
by Section 21E of the Securities Exchange Act of 1934.
General
CobraTech International, Inc.("COBB" or the "Company"),a Nevada corporation, was
incorporated on March 30, 1999. We plan to develop a western-themed resort
facility with entertainment, Old West shooting range, campground, RV Park, Camp
Store, stables and hotel rooms for overnight lodging, to be located in the
Southern California region of the United States. The Company seeks to create a
facility that will immerse visitors in the old west of the 1800s. The Company
has controlling interest in the land selected for development as well as
approval for the project. The management team brings experience and an
understanding and passion for the true Old West.
Results of Operations
The Company has not generated any revenues since inception. The Company has a
limited operating history and activities to date have been limited primarily to
raising the capital necessary to begin the development phase of the project. In
management's estimation, it would not be prudent to begin construction until
enough capital has been raised to ensure its successful completion.
7
Future Business
Management plans in the following quarter to study design and development plans
in relation to a final cash flow and feasibility analysis to determine the best
course of action. Determinations will need to be made as to which sections of
the theme park to develop first based on their ability to generate revenue. We
expect capital expenditures will begin in the next three months when we will
need to make equipment purchases and begin excavation of the site. The Company
expects to be operational within six months of the initial ground breaking.
Currently, there is political acceptance for shooting ranges in California. It
is possible that at some time in the future political sentiment may shift. We do
not believe that future gun laws would impact our ability to execute our
business plan.
Liquidity and Capital Resources
To date, the Company has attained cash from offerings of its common stock. On
March 31, 1999, the Company issued 9,500,000 shares of its $0.001 par value
common shares for a subscription receivable of $9,500. On April 1, 1999, the
Company issued 340,001 shares of its common stock for cash of $10,200. On August
20, 1999, the Company canceled the subscription receivable and deposited $9,500
into the corporate checking account.
The Company has yet to generate any revenues. Without the realization of
additional capital, it would be unlikely for the Company to continue as a going
concern. The Company does not have significant cash or other material assets nor
does it have an established source of revenue sufficient to cover its operating
costs to allow it to continue as a going concern indefinitely.
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 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 in the City of Sechelt, British Columbia, Canada, on March 11, 2002.
CobraTech International, Inc.
By: /s/ John Devlin
--------------------------------------------
John Devlin
Its: President, Secretary, Treasurer and Director