U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
(x) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002.
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 FOR
THE TRANSITION PERIOD FROM ________________ TO ______________________.
COMMISSION FILE NUMBER:
DAWN CAPITAL CORP.
(Exact name of small business issuer as specified in its charter)
NEVADA 88-0513353
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
c/o Resident Agents of Nevada
Suite 4-711 S. Carson, Carson City, Nevada 89701
(Address or principal executive offices)
(775) 882-4641
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $0.001 Par Value.
Indicate by check mark whether the Registrant (1) had 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 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 4,524,000 shares of common stock
Issued and outstanding.
Transitional Small Business Disclosure Format (check one) Yes ( ) No (X)
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEET AS OF SEPTEMBER 30, 2002 3
INTERIM STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT FOR
THE PERIOD FROM NOVEMBER 21, 2001 TO SEPTEMBER 30, 2002. 4
STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM
NOVEMBER 21, 2001 TO SEPTEMBER 30, 2002. 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 7
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 7
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 7
ITEM 5. OTHER INFORMATION 8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 8
SIGNATURE
DAWN CAPITAL CORP.
(A Development Stage Company)
BALANCE SHEET
(unaudited)
September 30, 2002
-------------
$
ASSETS
CURRENT ASSETS
Cash 2,147
------------
LONG TERM
Incorporation and start up costs 2,082
-----------
4,229
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Advances from shareholders 0
Contingencies (Note 1)
STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)
Capital Stock
Common Stock, par value of $.001 each
100,000,000 shares authorized
4,524,000 issued and outstanding 4,524
Deficit accumulated during development stage (295)
-----------
4,229
-----------
4,229
===========
The accompanying notes are an integral part of these
interim financial statements
DAWN CAPITAL CORP.
(A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
Three Months November 21, 2001
Ended (inception) to
September 30, 2002 September 30, 2002
--------------------------------------
$ $
GENERAL AND
ADMINISTRATIVE EXPENSES
Bank Charges 12 50
Accounting and filing costs 245 245
--------------------------------------
NET LOSS FOR THE PERIOD 257 295
======================================
BASIC NET LOSS PER SHARE 0.00 0.00
======================================
WEIGHTED AVERAGE
COMMON SHARESOUTSTANDING 4,524,000 4,524,000
======================================
The accompanying notes are an integral part of
these interim financial statements.
DAWN CAPITAL CORP.
(A Development Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months November 21, 2001
Ended (inception) to
September 30, 2002 September 30, 2002
--------------------------------------
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period (257) (295)
--------------------------------------
NET CASH USHED IN OPERATING ACTIVITIES (257) (295)
--------------------------------------
CASH USED IN INVESTING ACTIVITIES
Incorporation and filing costs 0 2,082
--------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from shareholder (800) 0
Common shares issued - 4,524
--------------------------------------
NET CASH FLOWS
FROM FINANCING ACTIVITES - 4,524
--------------------------------------
INCREASE (DECREASE) IN CASH (1,057) 2,147
CASH, BEGINNING OF PERIOD 3,204 -
--------------------------------------
CASH, END OF PERIOD 2,147 2,147
======================================
The accompanying notes are an integral part of
these interim financial statements
Dawn Capital Corp.
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
The Company was incorporated on November 21, 2001 in the State of Nevada. To
date the Company has had no business operations and was organized for the
purpose of creating a corporate vehicle to locate and acquire an operating
business. The ability of the Company to continue as a going concern is
dependent on raising capital to acquire a business venture.
On July 16, 2002, the Company completed a Form 10SB registration ("10SB") with
the United States Securities and Exchange Commission ("SEC") and as a result is
subject to the regulations governing reporting issuers in the United States.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions.
Preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amount and disclosures. Accordingly,
actual results could differ from those estimates.
Foreign Currency Translation.
The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Related translation adjustments are
reported as a separate component of stockholders' equity , whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.
Fair Value of Financial Instruments.
In accordance with the requirements of SFAS No. 107, the Company has determined
of the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value of
financial instruments classified as current assets or liabilities including cash
and cash equivalents and accounts payable approximate carrying value due to the
short-term maturity of the instruments.
Net Loss per Common Share.
Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive earnings per share reflects the potential
dilution of securities that could share in the earnings of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.
NOTE 3- RELATED PARTY TRANSACTIONS
A certain director has provided a cash advance totalling $800 at September 30,
2002. Amounts due from related parties are non-interest bearing and have no
specific terms of repayment.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Results of Operations.
On July 16, 2002 the Registrant completed a Form 10SB registration with the
United States Securities and Exchange Commission. As such the Registrant is
subject to the regulations governing reporting issuers in the United States.
To date the Registrant has had no business operations and was organized for the
purpose of creating a corporate vehicle to locate and acquire an operating
business entity.
For the three months ended September 30, 2002 the Registrant incurred bank
charges of $12. For the period November 21, 2002 (inception) to
September 30, 2002 the Registrant incurred of $50.
For the three months ended September 30, 2002 the Registrant had a net loss of
$257 or 0.00 cents per share. For the period November 21, 2001 (inception) to
September 30, 2002 the Registrant had a net loss of $295 or 0.00 cents per
share.
Liquidity and Capital Resources
During the three months ended September 30, 2002 the Registrant used $0 in cash
for investing activities. As at September 30, 2002 the Registrant had $2,147
cash in the bank.
As the Registrant does not currently engage in any business activities that
provide any cash flow, the Registrant is dependant on the Registrant raising
capital or receiving loans from management in order to meet the costs of
identifying, investigating and analyzing business combinations and for general
corporate needs.
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Registrant is not a party to any material pending legal proceedings and, to
the best of its knowledge, no such action by or against the Registrant has been
threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Reports on Form 8-K. The Registrant did not file any reports on Form 8-K
during the quarterly period ended September 30, 2002.
(b) Exhibits. Exhibits included or incorporated by reference herein: See
Exhibit Index.
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) 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.
Dawn Capital Corp.
By: /s/ Gerry Racicot
Gerry Racicot,
President and Director
Dated: November 12, 2002
EXHIBIT INDEX
Number Exhibit Description
3.1 Articles of Incorporation (incorporated by reference to Exhibit 3 of the
Registration Statement on Form 10-SB filed on July 16, 2002).
3.2 ByLaws (incorporated by reference to Exhibit 3.3 of the Form 10-QSB filed
on July 16, 2002)
99.1 Certification pursuant to 18 U.S.C. section 1350, as adopted, to Section
906 of the Sarbanes-Oxley Act of 2002
EXHIBITS
EXHIBIT 99.1
Certification pursuant to 18 U.S.C. section 1350, as adopted, to Section 906 of
the Sarbanes-Oxley Act of 2002
In connection with the filing of the Quarterly Report on Form 10QSB for the
quarterly period ended September 30, 2002 (the Report) by Dawn Capital Corp.
(the Company), the undersigned, as the President of the Company (performing the
functions of a Chief Executive Officer and Chief Financial Officer of the
Company), hereby certifies pursuant to Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly present, in all material
respects, the financial condition and results of operations of the Company.
/s/ Gerry Racicot
Gerry Racicot, President and Director