SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 period ended December 31, 2002
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: 000-49622
CAP Central Access Point, Inc.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Nevada 88-0504522
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(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
1973 N. Nellis Blvd., Suite 114, Las Vegas, Nevada 89115
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(Address of principal executive offices)
(702)595-7683
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(Registrant's Telephone Number, Including Area Code)
n/a
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
-i-
Indicate by check 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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by
the court. Yes [ ] No [ ] N/A
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of December 31, 2002: 13,065,851
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PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
[LETTERHEAD]
Randy Simpson CPA, P.C.
11775 South Nicklaus Road
Sandy, Utah 84092
Fax & Phone (801) 572-3009
Board of Directors and Stockholders
CAP Central Access Point, Inc.
(A Development Stage Company)
Las Vegas, NV
INDEPENDENT AUDITORS' REVIEW
I have reviewed the accompanying balance sheet of CAP Central Access Point, Inc.
(A Development Stage Company) as of December 31, 2002, and the related
statements of operations, stockholders' equity and cash flows for the three
months ended December 31, 2002 and 2001, in accordance with Statements on
Standards of 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 CAP Central Access Point,
Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should be
made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
Randy Simpson, CPA, P.C.
A Professional Corporation
February 12, 2003
Sandy, Utah
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CAP CENTRAL ACCESS POINT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
Dec. 31,
2002
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ASSETS (Unaudited)
Current Assets:
Cash $ 12,564
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Total Current Assets 12,564
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Total Assets $ 12,564
=========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Loans from officers $ 708
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Total Current Liabilities 708
Stockholders' Equity:
Common stock, $.001 par value; authorized
50,000,000 shares, issued and outstanding
12,700,000 shares at March 31, 2002 and
at September 30, 2001 13,066
Paid-in Capital 24,827
Accumulated Deficit (26,037)
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Total Stockholders' Equity 11,856
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Total Liabilities and Stockholders' Equity $ 12,564
=========
See Accompanying Notes to the Financial Statements.
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CAP CENTRAL ACCESS POINT, INC.
(A DEVELOPMENT STAGE COMPANY)
Unaudited
STATEMENTS OF OPERATIONS
Three Months Three Months From Inception
Ended Ended (August 8, 2001) to
Dec. 31, 2002 Dec. 31, 2001 Dec. 31, 2002
-------------- -------------- ----------------
(Unaudited) (Unaudited) (Unaudited)
Income: $ - $ - $ -
-------------- -------------- --------------
Total Income - - -
Expenses:
Organizational costs $ - 6,500 $ 6,500
General and adminstrative 1,441 195 13,148
Professional fees 708 432 6,389
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Total Expenses 2,152 7,127 26,037
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Net Loss $ (2,152) $ (7,127) $ (26,037)
============== ============== ==============
Net Loss Per Common Share
(basic and fully dilutive) $ (0.00) $ (0.00)
============== ==============
Weighted Average Shares
Common Stock Outstanding 13,065,851 12,700,000
============== ==============
See Accompanying Notes to the Financial Statements.
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CAP CENTRAL ACCESS POINT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM INCEPTION (AUGUST 8, 2001) THROUGH DECEMBER 31, 2002
(Unaudited)
Common Common
Stock Stock Paid-In Accumulated Total
Shares Amount Capital Deficit Equity
--------------- ----------- ---------- ------------ -----------
August 8, 2001; common stock issued for services;
valued at $.001 (par value) 2,500,000 $ 2,500 $ - $ - $ 2,500
September 7, 2001; common stock issued in connection
with its initial offering at $.00167 per share 10,200,000 10,200 6,800 - 17,000
Contribution to capital by founders - - 100 - 100
Net loss from inception (Aug. 8, 2001)
through September 30, 2001 - - - (6,528) (6,528)
August 19, 2002; common stock issued in connection
witha private placement; at $.05 per share ($18,293) 365,851 366 17,927 - 18,293
Net loss for the year ended September 30, 2002 - - - (17,357) (17,357)
Net loss for the three months ended December 31, 2002 - - - (2,152) (2,152)
--------------- ----------- ---------- ------------ -----------
Balances at December 31, 2002 13,065,851 $ 13,066 $ 24,827 $ (26,037) $ 11,856
=============== =========== ========== ============ ===========
See Accompanying Notes to the Financial Statements.
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CAP CENTRAL ACCESS POINT INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Three Months From Inception
Ended Ended (August 8, 2001) to
Dec. 31, 2002 Dec. 31, 2001 Dec. 31, 2002
----------------- ----------------- -------------------
Cash Flows Used In Operating Activities:
Net Loss $ (2,152) $ (7,127) $ (26,037)
Expenses not requiring cash:
Common stock issued for services - - 2,500
Adjustments to Reconcile Net Los
to Cash Flows used in Operations:
Increase (decrease) in prepaid expenses - (568) -
(Increase) decrease in accounts payable 349 - 709
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Net Cash used in operating activities (349) (7,695) (22,829)
Cash Flows provided by Financing Activities:
Contributions to capital from Company Stockholders - - 100
Common stock issued for cash - - 35,293
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Net Cash Provided by Financing Activities - - 35,393
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Net Increase (decrease) in Cash (1,803) (7,695) 12,564
Cash at Beginning of Period 14,368 13,072 -
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Cash at End of Period $ 12,564 $ 5,377 $ 12,564
============== ============== ==============
See Accompanying Notes to the Financial Statements.
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CAP CENTRAL ACCESS POINT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
1. ORGANIZATION AND ACCOUNTING POLICIES
CAP Central Access Point, Inc. (the Company), was organized on August 8,
2001 as a Nevada corporation, for the purpose of designing, manufacturing
and marketing an "Internet Connection Kiosk" (ICK). CAP Central Access
Point, Inc. is a development stage company and is currently in process of
structuring the Company's marketing plan, as well as designing and
engineering the "ICK". The Company's accounting policies are as follows:
forming
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
The Securities Exchange Commission (SEC) recently issued Financial
Reporting release No. 60, "Cautionary Advice Regarding Disclosure About
Critical Accounting Policies". The SEC defines the most critical accounting
policies as those that are most important to the portrayal of a company's
financial condition and operating results, and which require management to
make its most difficult and subjective judgments, often as a result from
the need to make estimates of matters that are inherently uncertain. Based
on this definition and the fact that the Company is a "development stage
company" and has only recently begun minimal operations, the Company's most
critical accounting policies would include the valuation of stock
transactions for services and capital obtained through the sale of common
stock. Both transactions are reflected in the Statement of Stockholders'
Equity. The Company will need to obtain sufficient financial resources to
carry out its intended plan of operations. Realization of asset values will
eventually be impacted by its ability to raise capital or commence
commercially profitable operations.
2. COMMON STOCK
On August 8, 2001, 2,500,000 shares were issued to the Company's founders
for services rendered in connection with preparation of the initial
registration statement and organization activities performed on behalf of
the Company. Currently the Company has authorized 50,000,000 shares common
stock with 12,700,000 shares issued and outstanding.
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3. PRIVATE PLACEMENT OF COMMON STOCK
On September 9, 2001, the Company completed a private placement, wherein
10,200,000 shares were issued at $.00167 per share; $17,000 was raised, all
of which was used for expenses related to the registration statement filed
on November 2, 2001. On August 19, 2002, the Company issued 365,851 shares
of common stock at $.05 per share ($18,293), finalizing their second
private placement. As of December 31, 2002, $5,729 of the total proceeds
was used for the Company's minimal general and administrative costs. The
majority of the remaining $12,564 balance will be utilized for future
operations. The Company will continue raising capital in this manner in
order to provide the financial resources necessary to bring operations to a
level of revenue production.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN
OF OPERATION
We have only recently organized and commenced operations, and have extremely
limited financial resources. We are considered to be a company in the
development stage, as we have no revenues from business operations. We expect to
raise additional capital over the next 12 months by selling our common stock or
perhaps other securities of the Company, but we have not formulated a specific
plan and have no commitments from any underwriter or prospective investor. When
we issue new equity securities, the proportionate ownership of then-existing
security holders will be diminished ("dilution"). If we do not succeed in
raising capital, our business may fail.
We have not yet determined the total amount of capital that will be needed to
fund our operations to the point of producing revenues. However, we do not plan
to incur any significant operating costs until such time as we have worked out a
detailed budget and cash flow projections, and have received commitments for the
required financing from private investors, underwriters, banks, venture capital
firms, or some combination of sources.
Initially, the primary marketing effort will continue to be the officers' direct
contacts with prospective location owners and managers, at nominal cost to the
company. The scope of implementation of our longer-term marketing strategy will
depend upon the success of our capital formation efforts, of which we are
currently uncertain. We believe a minimum expenditure on marketing during the
next 12 months of about $50,000 will be necessary in order to capture a
meaningful level of advertiser interest, and perhaps an additional $100,000 to
secure sufficient advertiser orders to produce a consistent revenue stream.
We had hoped to begin placements of fully-operational ICK units by the late
summer of 2002. However, we have experienced greater than expected difficulty in
securing capital, which we now believe may continue until the equity markets and
general investment climate for speculative investments improves. We cannot
predict when, if ever, such a market improvement will occur, but until we obtain
additional funding our activities will necessarily be limited to further
development efforts and limited marketing activities by our officers.
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On January 29, 2002 our registration statement under the Securities Act of 1933,
as amended, became effective. We are in the process of applying for listing on
the NASD Over-the-Counter Bulletin Board (OTC-BB) market. We expect that such
listing will facilitate our capital formation efforts, but we cannot be certain
of that result or even that we will be successful in achieving the listing.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Within the 90 days prior to the filing date of this report, the Company carried
out an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This
evaluation was done under the supervision and with the participation of the
Company's Chairman, President and General Counsel and Secretary. Based upon that
evaluation, they concluded that the Company's disclosure controls and procedures
are effective in gathering, analyzing and disclosing information needed to
satisfy the Company's disclosure obligations under the Exchange Act.
Changes in Internal Controls
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls since the most recent
evaluation of such controls.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN 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 AND REPORTS ON FORM 8-K.
None.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CAP CENTRAL ACCESS POINT, INC.
Date: March 4, 2003 By: /s/ Mark Svensson
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Mark Svensson
President, Treaurer and a Director
Date: March 4, 2003 By: /s/ Michael Lee
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Michael Lee
Secretary and a Director
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I, Mark Svensson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CAP Central Access
Point, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 4, 2003
/s/ Mark Svensson
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Chief Executive Officer
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I, Mark Svensson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CAP Central Access
Point, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 4, 2003
/s/ Mark Svensson
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Chief Financial Officer