U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended January 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 000-30496
BAXTER CAPITAL COMPANY, INC.
(Exact name of small business issuer as specified in its charter)
Florida 65-0956104
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
38 Chelsea Square, London, United Kingdom SW3 6LH
(Address of Principal Executive Offices)
(011) 44 207 351 9880
(Issuer's telephone number)
22154 Martella Avenue, Boca Raton, Florida 33433
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of January 31, 2003: 1,000,000 shares of common stock outstanding,
$0.001 par value.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Information
BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the three
months ended January 31, 2003 are not necessarily indicative of results that may
be expected for the year ending October 31, 2003. The financial statements are
presented on the accrual basis.
BAXTER CAPITAL COMPANY
(A DEVELOPMENT STAGE COMPANY)
Table of Contents
Balance Sheet ................... 1
Statement of Operations ................... 2
Statement of Shareholders'
Equity ................... 3
Statement of Cash Flows ................... 4
Notes to Financial Statements ................... 5
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BAXTER CAPITAL COMPANY
BALANCE SHEET
January 31, 2003 and October 31, 2002
ASSETS
Current assets 2002 2001
---- ----
Unaudited Audited
Cash $ 150 $ 150
----------------- --------------------
Total Assets $ 150 $ 150
================= ====================
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Due to related party $ 1,667 $ 1,667
----------------- --------------------
Shareholders' deficit
Common stock - $.001 par value; 1,000,0000 shares
authorized; 1,000,000 shares issued and outstanding $ 1,000 $ 1,000
Deficit $ (2,517) $ (2,517)
----------------- --------------------
Total shareholders' deficit $ (1,517) $ (1,517)
----------------- --------------------
Total Liabilities and Shareholders' Deficit $ 150 150
================= ====================
The accompanying are integral part of these financial statements.
Page 1
BAXTER CAPITAL COMPANY
STATEMENT OF OPERATIONS
Three Months Ended January 31, 2003 and 2002
Three Months
Ended Three Months Ended
January 31, 2003 January 31, 2002
------------------ ---------------------
(Unaudited) (Unaudited)
Revenues $ 0 $ 0
Expenses $ 0 $ 0
------------------ ---------------------
Net (loss) $ 0 $ 0
================== =====================
Net (loss) per share - basic and diluted $ 0.0000 $ 0.0000
Weighted number of shares outstanding during the period
diluted and undiluted 1,000,000 1,000,000
================== =====================
The accompanying are integral part of these financial statements.
Page 2
BAXTER CAPITAL COMPANY
STATEMENT OF SHAREHOLDERS' DEFICIT
Three months ended January 31, 2003
Common Stock
Shares Amount Deficit
------------------------------------
Balance October 31, 2002 (Audited) 1,000,000 $1,000 (2,517)
Operations for the for the three months ended January 31, 2003 -0-
------------------------------------
Balance January 31, 2003 (Unaudited) 1,000,000 $1,000 (2,517)
====================================
The accompanying are integral part of these financial statements.
Page 3
BAXTER CAPITAL COMPANY
STATEMENT OF CASH FLOWS
Three Months Ended January 31, 2003
For The Year Ended October 31, 2002
Three Months Ended
January 31, 2003 October 31, 2002
--------------------------------- -----------------------------
(Unaudited) (Audited)
Cash flows from operating activities
Net (loss) $ 0 $ 0
--------------------------------- -----------------------------
Net (cash) used by
operations $ 0 $ 0
--------------------------------- -----------------------------
Net increase (decrease) in
cash $ 0 $ 0
================================= =============================
Supplemental disclosures of cash flow information:
Interest paid $ 0 $ 0
================================= =============================
Taxes paid $ 0 $ 0
================================= =============================
The accompanying are integral part of these financial statements.
Page 4
BAXTER CAPITAL COMPANY
NOTES TO FINANCIAL STATEMENTS
July 31, 2002
UNAUDITED
Note 1. Summary of Significant Accounting Policies
Certain information and disclosures, normally included in financial statements
prepared in accordance with generally accepted accounting principles, have been
condensed or omitted in this Form 10-QSB in compliance with the Rules and
Regulations of the Securities and Exchange Commission. However, in the opinion
of Baxter Capital Company the disclosures contained in this Form 10-QSB are
adequate to make the information fairly presented. See Form 10-KSB for the year
ended October 31, 2001 for additional information relevant to significant
accounting policies followed by the Company.
Note 2. Basis of Presentation
In the opinion of the Company, the accompanying unaudited financial statements
reflect all adjustments (consisting of normal recurring accruals) necessary to
present fairly the financial position as of July 31, 2002 and the results of
operations for the nine month periods ended July 31, 2002. The results of
operations for the nine months ended July 31, 2002 are not necessarily
indicative of the results which may be expected for the entire year.
Item 2. Management's Discussion and Analysis or Plan of Operations
Plan of Operation
On March 12, 2003, we entered into a Stock Purchase Agreement and Share Exchange
with Crossatlantic Properties Ltd. where we acquired all the shares of
Crossatlantic from the Crossatlantic shareholders in consideration for the
issuance of 9,500,000 shares of our stock given to the Crossatlantic
shareholders. Crossatlantic became our wholly owned subsidiary. Crossatlantic
intends to invest in commercial property in the United Kingdom. It intends to do
this by acquiring public listed companies where the main asset is properties and
by direct purchase of individual properties and property portfolios.
Results of Operation
We did not have any operating income from June 10, 1998 (inception) through
January 31, 2003.
Liquidity and Capital Resources
At January 31, 2003, we had had no capital resources other than an insignificant
amount of cash.
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintains a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officer evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officer concluded that our disclosure
controls and procedures are effective in timely alerting us to material
information relative to our company required to be disclosed in our periodic
filings with the SEC.
Changes in internal controls.
Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. Not Applicable
Item 2. Changes in Securities. None
Item 3. Defaults Upon Senior Securities. Not Applicable
Item 4. Submission of Matters to a Vote of Security
Holders. None
Item 5. Other Information. None
Item 6. Exhibits and Reports of Form 8-K. None
SIGNATURES
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 in its
behalf by the undersigned, thereunto duly authorized, on April 7, 2003.
BAXTER CAPITAL COMPANY, INC.
By: Carl Johan Algot Robb
-----------------------------
Carl Johan Algot Robb
Chief Executive Officer, Chief Financial Officer,
Secretary and Director
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CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
I, Carl Johan Algot Robb certify that:
1. I have reviewed this quarterly report on Form 10-QSB of BAXTER CAPITAL
COMPANY, 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. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the a registrant, including its
consolidated subsidiaries, is made known to me 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 my conclusions about effectiveness
of the disclosure controls and c procedures based on my evaluation as
of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely a affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors and material weakness in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant by role in the registrant's internal
controls.
6. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: April 7, 2003
/s/ Carl Johan Algot Robb
- -----------------------------------------------
Chief Executive Officer, Chief Financial Officer,
Secretary and Director