SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
(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, 2003
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)306-2135
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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)
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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 August 1, 2003: 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
Phone (801) 572-3009
Fax (801) 606-2895
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, 2003, and the related
statements of operations, stockholders' equity and cash flows for the three
months ended December 31, 2003 and December 31, 2002, and from the period of
inception (August 8, 2001) through December 31, 2003, 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 11, 2004
Sandy, Utah
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CAP CENTRAL ACCESS POINT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(Unaudited)
ASSETS December 31,
2003
------------
Current Assets:
Cash $ 128
------------
Total Current Assets 128
------------
Total Assets $ 128
============
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 652
Advances from Officers 2,700
------------
Total Current $ 3,352
Liabilities -
Stockholders' Equity:
Common stock, $.001 par value;
authorized 50,000,000 shares,
issued and outstanding 13,065,851
shares at June 30, 2003. 13,066
Paid-In Capital 24,827
Deficit Accumulated During
Development Stage (41,117)
------------
Total Stockholders' Equity (3,224)
------------
Total Liabilities
and Stockholders' Equity $ 128
============
See Accompanying Notes to the Financial Statements.
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CAP CENTRAL ACCESS POINT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Three Months From Inception
Ended Ended (Aug. 8, 2001) to
Dec. 31, 2003 Dec. 31, 2002 Dec. 31, 2003
--------------- --------------- -----------------
Income: $ - $ - $ -
--------------- --------------- -----------------
Total Income - - -
Expenses:
Organizational costs $ - $ - $ 6,500
General and administrative 1,099 1,444 16,308
Consulting - 10,000
Professional fees 1,538 708 8,309
--------------- --------------- -----------------
Total Expenses 2,637 2,152 41,117
--------------- --------------- -----------------
Net Loss $ (2,637) $ (2,152) $ (41,117)
=============== =============== =================
Net Loss Per Common Share
(Basic and Fully Dilutive) $ (0.00) $ (0.00)
=============== ===============
Weighted Average Shares
Common Stock Outstanding 13,065,851 13,065,851
=============== ===============
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, 2003
Common Common
Stock Stock Paid-In Accumulated Total
Shares Amount Capital Deficit Equity
------------ ---------------------- ------------- -----------
August 8, 2001; common stock isued 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 with a 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 year ended September 30, 2003 - - - (14,595) (14,595
Net loss for the three months ended December 31, 2003 - - - (2,637) (2,637)
------------ ---------------------- ------------- -----------
Balances at December 31, 2003 13,065,851 $ 13,066 $ 24,827 $ (41,117) $ (3,224)
============ ====================== =========================
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)
Nine Months Nine Months From Inception
Ended Ended (Aug. 8, 2001) to
Dec. 31, 2003 Dec. 31, 2002 Dec. 31, 2003
---------------------------------------------------
Cash Flows used In Operating Activities:
Net Loss $ (2,637) $ (2,152) $ (41,117)
Expenses not Requiring an Outlay of Cash:
Common stock issued for services - - 2,500
Adjustments to Reconcile Net Loss
to Cash Flows used in Operations:
Increase (decrease) in accounts payable (360) - -
---------------------------------------------------
Net Cash used in Operating Activities (1,985) (1,803) (37,965)
Cash Flows Provided by Financing Activities:
Contributions to capital from Company stockholders 100
Increase (decrease) in loans from officers 2,700 - 2,700
Decrease in capital contributed by Company shareholders (1,000) -
Common stock issued for cash - - 35,293
---------------------------------------------------
Net Cash Provided by Financing Activities 1,700 - 38,093
---------------------------------------------------
Net Decrease in Cash (285) (1,803) 128
Cash at Beginning of Period 413 14,368 -
---------------------------------------------------
Cash at End of Period $ 128 $ 12,564 $ 128
===================================================
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, 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 used 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's payment of $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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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.
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.
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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.
Exhibit 31.1 Certification of CEO/CFO
Exhibit 32.1 Certification of CEO/CFO
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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: February 13, 2004 By: /s/ Mark Svensson
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Mark Svensson
President, Treaurer and a Director
Date: February 13, 2004 By: /s/ Michael Lee
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Michael Lee
Secretary and a Director
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