UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
__X__ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2005
_____ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____ to _____
GOLDENEYE CAPITAL GROUP, INC.
-----------------------------
(Name of small business in its charter)
Nevada 13-4067567
------ ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
P.O. Box 110310, Naples, Florida 34108-0106
-------------------------------------------
(Address of Principal Office) Zip Code
Issuer's telephone number: (239) 598-2300
--------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act 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 such filing requirements for the past 90 days.
Yes __X__ No _____
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes _____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. At March 31, 2005, the following
shares were outstanding: 4,391,200
Transitional Small Business Disclosure Format (Check one): Yes _____ No __X__
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
GOLDENEYE CAPITAL GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET (UNAUDITED)
March 31,
---------
2005
---------
ASSETS
Current assets
Cash ............................................................ $ -
--------
Total current assets ............................................ -
--------
Total assets ...................................................... $ -
========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued liabilities ............................................. $ -
Payable to stockholder .......................................... 9,010
--------
Total current liabilities ......................................... 9,010
Stockholders' deficit
Preferred stock: par value $.01;
5,000,000 shares authorized;
no shares issued and outstanding .............................. -
Common stock: par value $.001;
50,000,000 shares authorized;
4,391,200 shares issued and outstanding ....................... 4,391
Additional paid in capital ...................................... 3,661
Deficit accumulated during the development stage ................ (17,062)
--------
Total stockholders' deficit ....................................... (9,010)
--------
Total liabilities and stockholders' deficit ....................... $ -
========
See accompanying notes to unaudited financial statements
1
GOLDENEYE CAPITAL GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS (UNAUDITED)
Period from
June 8, 1999
Three months ended (inception) to
March 31, March 31,
------------------------ --------------
2005 2004 2005
---------- ---------- --------------
Revenues
Sales revenues ..................... $ - $ - $ -
Cost of sales ...................... - - -
---------- ---------- --------
Gross profit ..................... - - -
Operating expenses
General and administrative expenses 2,375 - 17,118
---------- ---------- --------
Total operating expenses ......... 2,375 - 17,118
---------- ---------- --------
Loss from operations ................. (2,375) - (17,118)
Other income
Interest income .................... - - 56
Total other income ................. - - 56
---------- ---------- --------
Net loss before income taxes ......... (2,375) - (17,062)
Provision for income taxes ........... - - -
---------- ---------- --------
Net loss ............................. $ (2,375) $ - $(17,062)
========== ========== ========
Basic and diluted net loss per share . $ (0.00) $ -
========== ==========
Weighted average number of shares
outstanding ........................ 4,391,200 4,391,200
========== ==========
See accompanying notes to unaudited financial statements
2
GOLDENEYE CAPITAL GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
FROM JUNE 8, 1999 (INCEPTION) TO MARCH 31, 2005
Common Stock Development
$.001 Par Value Additional Stage
--------------------- Paid In Accumulated
Shares Amount Capital Deficit Total
--------- ------ ---------- ----------- -------
Balance at June 8, 1999
(date of inception) ......... - $ - $ - $ - $ -
Common stock issued for cash 689,700 689 2,761 - 3,450
Net loss for the period .... - - - (3,945) (3,945)
--------- ------ ------ -------- -------
Balance December 31, 1999 .... 689,700 689 2,761 (3,945) (495)
Common stock issued for cash 1,237,000 1,237 - - 1,237
Net loss for the year ...... - - - (2,942) (2,942)
--------- ------ ------ -------- -------
Balance December 31, 2000 .... 1,926,700 1,926 2,761 (6,887) (2,200)
Common stock issued for debt 2,264,500 2,265 - - 2,265
Common stock issued for cash 100,000 100 900 - 1,000
Net loss for the period .... - - - (1,075) (1,075)
--------- ------ ------ -------- -------
Balance December 31, 2001 .... 4,291,200 4,291 3,661 (7,962) (10)
Common stock issued for cash 100,000 100 - - 100
Net loss for the year ...... - - - (225) (225)
--------- ------ ------ -------- -------
Balance December 31, 2002 .... 4,391,200 4,391 3,661 (8,187) (135)
Net loss for the year ...... - - - - -
--------- ------ ------ -------- -------
Balance December 31, 2003 .... 4,391,200 4,391 3,661 (8,187) (135)
Net loss for the year ...... - - - (6,500) (6,500)
--------- ------ ------ -------- -------
Balance December 31, 2004 .... 4,391,200 4,391 3,661 (14,687) (6,635)
Net loss for the period .... - - - (2,375) (2,375)
--------- ------ ------ -------- -------
Balance March 31, 2005 ....... 4,391,200 $4,391 $3,661 $(17,062) $(9,010)
========= ====== ====== ======== =======
See accompanying notes to unaudited financial statements
3
GOLDENEYE CAPITAL GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS (UNAUDITED)
Period from
June 8, 1999
Three months ended (inception) to
March 31, March 31,
-------------------- --------------
2005 2004 2005
------- ------- --------------
Cash flows from operating activities:
Net loss ....................................... $(2,375) $ - $(17,062)
Adjustments to reconcile net loss to
net cash used in operations:
Changes in operating liabilities and assets:
Accrued liabilities ........................ - - -
------- ------- --------
Net cash used in operations .................... (2,375) - (17,062)
Cash flows from financing activities:
Increase in payable to stockholder ............. 2,375 - 9,010
Issuance of common stock for debt .............. - - 2,265
Issuance of common stock for cash .............. - - 5,787
------- ------- --------
Net cash provided by financing activities .... 2,375 - 17,062
------- ------- --------
Increase in cash and cash equivalents .......... - - -
Cash and cash equivalents, beginning of period . - - -
------- ------- --------
Cash and cash equivalents, end of period ....... $ - $ - $ -
======= ======= ========
Supplemental disclosures of cash flow information:
Cash paid for interest ......................... $ - $ -
======= =======
Cash paid for income taxes ..................... $ - $ -
======= =======
See accompanying notes to unaudited financial statements
4
GOLDENEYE CAPITAL GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
QUARTERLY FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB but do not include all
of the information and footnotes required by generally accepted
accounting principles and should, therefore, be read in conjunction
with the Company's 2004 financial statements in Form 10-KSB. These
statements do include all normal recurring adjustments which the
Company believes necessary for a fair presentation of the statements.
The interim operating results are not necessarily indicative of the
results for a full year.
DESCRIPTION OF BUSINESS
Goldeneye Capital Group, Inc. (a development stage enterprise) (the
Company) was formed on June 8, 1999 in the State of Nevada. The
Company's activities to date have been primarily directed towards the
raising of capital and seeking business opportunities.
ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from
those estimates.
LOSS PER SHARE
Basic loss per common share is computed by dividing net loss by the
weighted average number of shares of common stock outstanding during
the period. Due to net losses, potentially dilutive securities would be
antidilutive and are therefore not included.
INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to reverse. The
effect on deferred tax assets and liabilities of a change in tax rates
is recognized in the statement of operations in the period that
includes the enactment date.
5
GOLDENEYE CAPITAL GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INCOME TAXES (Continued)
There is no provision for income taxes due to continuing losses. At
March 31, 2005, the Company has net operating loss carryforwards for
tax purposes of approximately $17,000, which expire through 2025. The
Company has recorded a valuation allowance that fully offsets deferred
tax assets arising from net operating loss carryforwards because the
likelihood of the realization of the benefit cannot be established. The
Internal Revenue Code contains provisions that may limit the net
operating loss carryforwards available if significant changes in
stockholder ownership of the Company occur.
2. PAYABLE TO STOCKHOLDER
The Company's majority stockholder has paid expenses on behalf of the
Company. Those expenses consisted solely of professional fees incident
to maintaining corporate existence. At March 31, 2005, the Company owed
$9,010 to the stockholder. The amount bears no interest and is payable
on demand.
3. STOCK BASED COMPENSATION
2001 COMPENSATORY STOCK OPTION PLAN
On February 14, 2001, the Company adopted its 2001 Compensatory Stock
Option Plan. Pursuant to the 2001 plan, the Company may grant
nonstatutory (nonqualified) stock options to employees of the Company.
A total of 2,000,000 shares of common stock have been reserved for
issuance under the Plan.
The maximum term of options granted under the 2001 Compensatory Stock
Option Plan is five years. Options granted are nontransferable and
generally expire within six months after the termination of the
grantee's employment.
The exercise price of compensatory stock options must not be less than
the fair value of the common stock on the date of the grant. The
authority to grant new options under the Plan will terminate on
February 13, 2011, unless the Plan is terminated prior to that time by
the board of directors.
To date, no compensatory stock options have been granted pursuant to
the Plan.
6
GOLDENEYE CAPITAL GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
3. STOCK BASED COMPENSATION (Continued)
2001 EMPLOYEE STOCK COMPENSATION PLAN
On February 14, 2001, the Company adopted its 2001 Employee Stock
Compensation Plan. Pursuant to the 2001 plan, the Company may issue
shares of its common stock to employees or others who provide services
to the Company. A total of 1,500,000 shares of common stock have been
reserved for issuance under the Plan.
The authority to grant shares of common stock under the Plan will
terminate on February 13, 2011, unless the Plan is terminated prior to
that time by the board of directors.
To date, no shares of common stock have been granted pursuant to the
Plan.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Liquidity and Capital Resources
As of March 31, 2005, the Company remains in the development stage. For
the period ended March 31, 2005, the Company's balance sheet reflects current
and total assets of $0, and total current liabilities of $9,010, which
represents professional fees incident to maintaining corporate existence that a
majority shareholder has paid on the Company's behalf. The amount bears no
interest and is payable on demand.
The Company does not have sufficient assets or capital resources to pay
its on-going expenses while it is seeking out business opportunities, and it has
no current plans to raise additional capital through sale of securities. As a
result, although the Company has no agreement in place with its shareholders or
other persons to pay expenses on its behalf, it is anticipated that the Company
will continue to rely on its majority shareholders to pay expenses on its behalf
at least until it is able to consummate a business transaction.
Results of Operations
During the period from June 8, 1999 (inception) through March 31, 2005,
the Company has engaged in no significant operations other than organizational
activities, acquisition of capital and preparation and filing of its
registration statement on Form 10-SB under the Securities Exchange Act of 1934,
as amended, compliance with its periodic reporting requirements and initial
efforts to locate a suitable merger or acquisition candidate. No revenues were
received by the Company during this period.
The Company experienced a net loss of $2,375 for the three-month period
ended March 31, 2005, as a result of expenses incurred to maintain its corporate
existence and comply with SEC reporting requirements. The Company does not
expect to generate any revenue until it completes a business combination, but
will continue to incur legal and accounting fees and other costs associated with
compliance with its reporting obligations. As a result, the Company expects that
it will continue to incur losses each quarter at least until it has completed a
business combination. Depending upon the performance of any acquired business,
the Company may continue to operate at a loss even following completion of a
business combination.
Plan of Operations
For the fiscal year ending December 31, 2005, and for the succeeding
twelve months, the Company expects to continue its efforts to locate a suitable
business acquisition candidate and thereafter to complete a business acquisition
transaction. The Company anticipates incurring a loss for the fiscal year as a
result of expenses associated with compliance with the reporting requirements of
the Securities Exchange Act of 1934, and expenses associated with locating and
evaluating acquisition candidates. The Company does not expect to generate
revenues until it completes a business acquisition, and, depending upon the
performance of the acquired business, it may also continue to operate at a loss
after completion of a business combination.
8
Need for Additional Financing
The Company will require additional capital in order to pay the costs
associated with carrying out its plan of operations and the costs of compliance
with its continuing reporting obligations under the Securities Exchange Act of
1934, as amended, for the fiscal year ending December 31, 2005 and thereafter.
This additional capital will be required whether or not the Company is able to
complete a business combination transaction during the current fiscal year.
Furthermore, once a business combination is completed, the Company's needs for
additional financing are likely to increase substantially.
No specific commitments to provide additional funds have been made by
management or other stockholders, and the Company has no current plans,
proposals, arrangements or understandings to raise additional capital through
the sale or issuance of additional securities prior to the location of a merger
or acquisition candidate. Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover its
expenses. Notwithstanding the foregoing, however, to the extent that additional
funds are required, the Company anticipates that it will either continue to rely
on its majority shareholder to pay expenses on its behalf, or it will seek to
raise capital through the private placement of restricted securities. In
addition, in order to minimize the amount of additional cash which is required
in order to carry out its business plan, the Company might seek to compensate
certain service providers by issuances of stock in lieu of cash.
ITEM 3. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, our chief executive officer and chief financial officer concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our periodic SEC
reports. It should be noted that design of any system of controls is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions, regardless of how remote.
In addition, there has been no change in our internal control over
financial reporting during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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
The following exhibits are filed herewith:
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1(i) Articles of Incorporation incorporated by reference to the filing on
Form 10-SB dated January 6, 2005
3.2(ii) Bylaws incorporated by reference to the filing on Form 10-SB dated
January 6, 2005
3.3(i) Amended Articles of Incorporation incorporated by reference to the
filing on Form 10-SB dated January 6, 2005
31.1 Certification by Joseph Pioppi, President (Principal Executive Officer)
required by Rule 13a-14(a)
31.2 Certification by Surinder Rametra, Treasurer (Principal Financial
Officer and Principal Accounting Officer) required by Rule 13a-14(a)
32.1 Certification by Joseph Pioppi pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification by Surinder Rametra pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
10
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
GOLDENEYE CAPITAL GROUP, INC.
By: /s/ Joseph Pioppi
------------------
Joseph Pioppi, President and Director
Date: May 18, 2005
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Joseph Pioppi
-----------------
Joseph Pioppi, President and Director
Date: May 18, 2005
By: /s/ Surinder Rametra
--------------------
Surinder Rametra, Treasurer
Date: May 18, 2005
By: /s/ Dominick Pope
-----------------
Dominick Pope, Secretary and Director
Date: May 18, 2005
11