Filed Pursuant to Rule 424(b)(3)
SEC File No. 333-72710
PROSPECTUS SUPPLEMENT NO. 3
(TO PROSPECTUS DATED JANUARY 29, 2002)
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CAP CENTRAL ACCESS POINT, INC.
SHARES OF COMMON STOCK
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This Prospectus Supplement No. 2 supplements and amends the Prospectus
dated January 29, 2002, relating to the shares of common stock, par value $ 0.01
per share, of CAP Central Access Point, Inc. offered by certain selling
shareholders.
The purpose of this Prospectus Supplement is to amend the offering price,
to provide supplemental information regarding a recent private placement
financing, and to supply updated financial information contained in our Annual
Report on Form 10-KSB for the year ended September 30, 2003.
The Prospectus, including this supplement, constitutes the prospectus
required to be delivered by Section 5(b) of the Securities Act of 1933, with
respect to offers and sales of the Common Stock.
Prospective investors should carefully consider matters discussed under the
caption "RISK FACTORS" beginning on page 3 of the prospectus. We are a
development stage company, and there is currently no trading market for our
shares.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement No. 3 is November 24, 2003.
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OFFERING PRICE
The offering price of the securities is $.05 per share.
RECENT PRIVATE PLACEMENT OF COMMON STOCK
In August, 2002, we completed a private placement of 365,851 shares of our
$.001 par value common stock to 21 purchasers at $.05 per share, for total
proceeds to the company of $18,293. The shares were offered and sold by our
officers in private transactions, without the use of an underwriter or broker,
and without payment of any sales commission or underwriting fee.
The sales were made in reliance on the exemption authority provided by
Section 4(2) of the Securities Act of 1933, as amended, respecting offers and
sales not involving a public offering. Certain of the offers and sales were made
in foreign jurisdictions in further reliance on Regulation S. The share
certificates, when issued, will bear a legend regarding resale restrictions
under either Rule 144 or Regulation S, as appropriate.
We believe that none of the sales were made to persons who are affiliates
of the Company, or whose purchases would cause them to become "control persons"
subject to the disclosure requirements of the Securities Exchange Act of 1934.
SHARES OUTSTANDING AND NUMBER OF STOCKHOLDERS
As of May 15, 2003 we had a total of 13,065,851 shares of common stock
issued and outstanding, held by 40 record holders and an unknown number of
holders in nominee or street name.
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FINANCIAL STATEMENTS
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' REPORT
I have audited the accompanying balance sheet of CAP Central Access Point, Inc.
(A Development Stage Company) as of September 30, 2003, and the related
statements of operations, shareholders' equity and cash flows for the year ended
September 30, 2003, and from inception (August 8, 2001) through September 30,
2003. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on our audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit of the financial statements provides a reasonable basis
for my opinion.
In my opinion, based on my audit, the financial statements referred to above
present fairly, in all material respects, the financial position of CAP Central
Access Point, Inc. (a Development Stage Company) as of September 30, 2003, and
the results of operations, shareholders' equity and cash flows for the year
ended September 30, 2003, and from inception (August 8, 2001) through September
30, 2003, in conformity with generally accepted accounting principles.
Randy Simpson, CPA, P.C.
A Professional Corporation
November 8, 2003
Sandy, Utah
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CAP CENTRAL ACCESS POINT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30,
2003
ASSETS -------------
Current Assets:
Cash $ 413
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Total Current Assets 413
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Total Assets $ 413
=============
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ -
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Total Current Liabilities -
Stockholders' Equity:
Common stock, $.001 par value;
authorized 50,000,000 shares,
issued and outstanding 13,065,851
shares at September 30, 2003. 13,066
Paid-In Capital 25,827
Deficit Accumulated During Development Stage (38,480)
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Total Stockholders' Equity 413
--------------
Total Liabilities and Stockholders' Equity $ 413
==============
See Accompanying Notes to the Financial Statements.
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CAP CENTRAL ACCESS POINT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FROM INCEPTION
YEAR ENDED YEAR ENDED (AUGUST 8, 2001)
SEPTEMBER 30, SEPTEMBER 30, THROUGH
2003 2002 SEPT. 30, 2003
--------------- ---------------- -----------------
Income: $ - $ - $ -
--------------- ---------------- -----------------
Total Income - - -
Expenses:
Organizational costs - - 6,500
General and administrative 3,504 11,677 15,209
Consulting 10,000 - 10,000
Professional fees 1,091 5,680 6,771
--------------- ---------------- -----------------
Total Expenses 14,595 17,357 38,480
--------------- ---------------- -----------------
Net Loss $ (14,595) $ (17,357) $ (38,480)
=============== ================ =================
Weighted Average Shares
Common Stock Outstanding 12,743,101 6,350,000
=============== ================
NET LOSS PER COMMON SHARE --------------- ----------------
(Basic and Fully Dilutive) $ (0.001) $ (0.003)
=============== ================
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 September 30, 2002
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 for cash;
valued at $.00167 10,200,000 10,200 6,800 - 17,000
Contribution to capital - - 100 - 100
August 19, 2002; common
stock issued for cash;
valued at $.05 per share ($18,293) 365,851 366 17,927 - 18,293
Net loss from inception (Aug. 8, 2001)
through September 30, 2001 - - - (6,528)
Net loss for the year ended
September 30, 2002 - - - (17,357)
Contribution to capital by founders - - 1,000 - 1,000
Net loss for the year ended
September 30, 2003 - - - (14,595) (38,480)
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Balances at Year Ended September 30, 2002 13,065,851 $ 13,066 $ 25,827 $ (38,480) $ 413
===============================================================
See Accompanying Notes to the Financial Statements.
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CAP CENTRAL ACCESS POINT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FROM INCEPTION
YEAR ENDED YEAR ENDED (AUG. 8, 2001)
SEPT. 30, SEPT. 30, THROUGH
2003 2002 SEPT. 30, 2003
------------ ------------- ------------
Cash Flows used in Operating Activities:
NET LOSS $ (14,595) $ (17,357) $ (38,480)
Expenses not Requiring an Outlay of Cash:
Common stock issued for services - - 2,500
Adjustments to Reconcile Net Loss to Net Cash
Used in Operations:
Increase in accounts payable (360) 360 -
------------ ------------- ------------
Net Cash used in Operating Activities (14,955) (16,997) (35,980)
Cash Flows Provided by Financing Activities:
Increase in capital contributed
by Company shareholders 1,000 - 1,100
Common stock issued for cash - 18,293 35,293
------------ ------------- ------------
Net Cash Provided by Financing Activities 1,000 18,293 36,393
------------ ------------- ------------
NET INCREASE IN CASH (13,955) 1,296 413
Cash at Beginning of Period 14,368 13,072 -
------------ ------------- ------------
Cash at End of Period $ 413 $ 14,368 $ 413
============ ============= ============
See Accompanying Notes to the Financial Statements.
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CAP CENTRAL ACCESS POINT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
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:
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
13,065,851 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. Proceeds have since been utilized for the Company's continued
development, as well as minimal general and administrative costs incurred.
The Company anticipates raising future capital in the same manner. Proceeds
generated through future private placement of the Company's common stock will be
utilized as financial resources needed to sustain continual operational
development until a level capable of revenue production is reached.
4. STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation arrangements in accordance
with the provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees". In addition, the Company complies
with the disclosure provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation" and SFAS No. 148, "Accounting for Stock-Based Compensation,
Transition and Disclosure." Equity instruments issued to non-employees are
accounted for in accordance with the provisions of SFAS No. 123, SFAS 148 and
Emerging Issues Task Force ("EITF") Issue No. 96-18, which requires the award to
be recorded at its fair value.
5. J. MEUSE CONSULTING AGREEMENT
In connection with the a recent decision to widen their securities marketing
opportunities, the Company entered into a consulting agreement with J. Meuse, a
consultant specializing in the education and assistance in meeting public
company requirements. In accordance with the contractual terms, the agreement
was finalized on June 1, 2003, when the Company paid $10,000 in exchange for
Meuse's promise to educate and assist the Company in acquiring "Public Company"
status.
6. RECENT ACCOUNTING PRONOUNCEMENTS
In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 requires that certain financial instruments, which under previous
guidance could be accounted for as equity, be classified as liabilities in
statements of financial position. SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003, and is otherwise
effective for the Company in the first quarter of 2004. The Company does not
expect the adoption of SFAS No. 150 to have a significant impact on the
Company's results of operations or financial position.
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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.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements, and other
information with the U.S. Securities and Exchange Commision (SEC). You may read
and copy any document we file with the SEC at the SEC's public reference room
located at 450 5th Street, N.W., Washington, D.C. 20549. Or, you may call the
SEC at 800-732-0330 for information on the operation of public reference rooms
in New York and Chicago. Copies of these materials are also accessible from the
SEC's website at http://www.sec.gov.
The SEC permits us to "incorporate by reference" the information we file with
them, meaning that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to
be a part of this Prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference into this Prospectus the documents listed below and any future filings
we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934.
o Our Annual Report on Form 10-KSB for the fiscal year ended September 30,
2003 filed with the SEC on November 24, 2003.
We will provide to you, without charge, printed copies of these filings, upon
your written, telephonic, or electronic request to our investor relations office
at:
CAP Central Access Point, Inc.
c/o SCG Invstor Relations
1973 N. Nellis Blvd.
Las Vegas, NV 89115
(702)306-2135
info@securitiescompliancegroup.com
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