UNITED STATES
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 August 31, 2003
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
For the transition period from to -------------
Commission file number: 000-30107
Capital Group One, Inc.
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(Name of small business issuer in its charter)
Florida 65-0830090
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
120 Adelaide Street West, Suite 1214
Toronto, Ontario
Canada
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(Address of principal executive offices)
M5H 1T1
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(Zip Code)
Registrant's telephone number, including area code: 416-214-9735
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value per share
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(Title of class)
The number of shares of the registrant's common stock, par value
$0.001 per share, outstanding as of December 4, 2003 was 2,200,000.
Transitional Small Business Disclosure Format (check one): Yes [ ]; No [X]
Part 1 Financial Information
Item 1. Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K
Part I. Financial Information
Item 1. Financial Statements
CAPITAL GROUP ONE, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEET
AUGUST 31, 2003
(Unaudited)
ASSETS
TOTAL ASSETS $ -
=========
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value, 50,000,000
shares authorized, 2,200,000 shares
issued and outstanding 2,200
Additional paid-in capital 13,240
Deficit accumulated during the development
stage (15,440)
==========
Total Stockholders' Equity (Deficit) -
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT) $ -
==========
Read accompanying Notes to Financial Statements.
CAPITAL GROUP ONE, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Period From
March 12,
1997
Three Months Ended Six Months Ended (Inception)
August 31, August 31, to August 31,
2003 2002 2003 2002 2003
-------- -------- -------- -------- ------------
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and administrative 2,500 - 2,500 150 (15,440)
-------- -------- -------- ------- ---------
NET (LOSS) $(2,500) $ - $(2,500) $ (150) $(15,440)
======== ======== ======== ======= =========
(LOSS) PER SHARE $ - $ - $ - $ -
======== ======== ======== =======
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 2,200,000 2,200,000 2,200,000 2,200,000
========= ========= ========= =========
Read accompanying Notes to Financial Statements.
CAPITAL GROUP ONE, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Period From
March 12,
1997
Six Months Ended (Inception)
August 31 to August 31
2003 2002 2003
------- ------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(2,500) $ (150) $(15,440)
-------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Repayment of note receivable - stockholder - - 1,200
-------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - - 1,000
Increase in additional paid-in capital 2,500 150 11,023
Increase in amount due to stockholder - - 2,217
-------- -------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,500 150 14,240
-------- -------- ---------
NET INCREASE (DECREASE) IN CASH - - -
CASH - BEGINNING - - 1,200
-------- -------- ---------
CASH - ENDING $ - $ - $ 2,217
======== ======== =========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Common stock issued in exchange for note
receivable $ - $ - $ 1,200
======== ======== =========
Reclassification of amount due to
stockholder to additional paid-in capital $ - $ - $ 2,217
======== ======== =========
Read accompanying Notes to Financial Statements.
CAPITAL GROUP ONE, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AUGUST 31, 2003
NOTE 1. ORGANIZATION
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Capital Group One, Inc. was incorporated on March 12,
1997 under the laws of the State of Florida. The Company
is engaged in the acquisition and renovation of
foreclosed residential homes for resale. The Company's
headquarters is in Toronto, Ontario, Canada.
The Company has no revenues to date. Since inception, the
Company has been dependent upon the receipt of capital
investment or other financing to fund its continuing
activities. In addition to the normal risks associated
with a new business venture, there can be no assurance
that the Company's product development will be
successfully completed or that it will be a commercial
success. Further, the Company is dependent upon certain
related parties to provide continued funding and capital
resources.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Basis of Presentation
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The accompanying condensed financial statements are
unaudited. These statements have been prepared in
accordance with the rules and regulations of the
Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with
generally accepted accounting principles have been
condensed or omitted pursuant to such rules and
regulations. In the opinion of management, all
adjustments (which include only normal recurring
adjustments) considered necessary for a fair presentation
have been included. These financial statements should be
read in conjunction with the Company's financial
statements and notes thereto for the year ended February
28, 2003, included in the Company's Form 10-KSB as filed
with the SEC.
CAPITAL GROUP ONE, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AUGUST 31, 2003
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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(Loss) Per Share
----------------
(Loss) per share is computed by dividing net (loss) for
the year by the weighted average number of shares
outstanding.
Use of Estimates
----------------
Management uses estimates and assumptions in preparing
financial statements in accordance with generally
accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.
Accordingly, actual results could vary from the estimates
that were assumed in preparing the financial statements.
NOTE 3. CAPITAL STOCK
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The Company has authorized 50,000,000 common shares with
a par value of $.001 per share. As of August 31, 2003
2,200,000 common shares were issued and outstanding.
Item 2. Management's Plan of Operations
The Company has no revenues to date. Since inception, the
Company has been dependent upon the receipt of capital investment
or other financing to fund its continuing activities.
At the present time the Company has no specific
consequential cash requirements because it is inactive. The
Company has no employees and does not plan to hire any employees.
The Company intends to use independent contractors for any work
that needs to be completed. The Company is dependent upon
certain related parties to provide continued funding and capital
resources.
Special Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the
"Reform Act") provides a safe harbor for forward-looking
statements made by or on behalf of the Company. The Company and
its representatives may, from time to time, make written or
verbal forward-looking statements, including statements contained
in the Company's filings with the Securities and Exchange
Commission and in its reports to stockholders. Generally, the
inclusion of the words "believe", "expect", "intend", "estimate",
"anticipate", "will", and similar expressions identify statements
that constitute "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934 and that are intended to come
within the safe harbor protection provided by those sections.
All statements addressing operating performance, events, or
developments that the Company expects or anticipates will occur
in the future, including statements relating to sales growth,
earnings or earnings per share growth, and market share, as well
as statements expressing optimism or pessimism about future
operating results (in particular, statements under Part II, Item
6, Management's Discussion and Analysis of Financial Condition
and Results of Operations), contain forward-looking statements
within the meaning of the Reform Act. The forward-looking
statements are and will be based upon management's then-current
views and assumptions regarding future events and operating
performance, and are applicable only as of the dates of such
statements but there can be no assurance that the statement of
expectation or belief will result or be achieved or accomplished.
In addition, the Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
By their nature, all forward-looking statements involve risk
and uncertainties. Actual results may differ materially from
those contemplated by the forward-looking statements for a number
of reasons, including but not limited: competitive prices
pressures at both the wholesale and retail levels, changes in
market demand, changing interest rates, adverse weather
conditions that reduce sales at distributors, the risk of
assembly and manufacturing plant shutdowns due to storms or other
factors, the impact of marketing and cost-management programs,
and general economic, financial and business conditions.
Item 3. Controls and Procedures
The Company maintains disclosure controls and procedures
that are designed to ensure that information required to be
disclosed in the Company's Securities Exchange Act reports is
recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Company's
management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
During the 90-day period prior to the date of this report,
an evaluation was performed under the supervision and with the
participation of our Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon that evaluation,
the Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures
were effective. Subsequent to the date of this evaluation, there
have been no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls, and no corrective actions taken with regard to
significant deficiencies or material weaknesses in such controls.
Part II - Other Information.
Items 1-5.
There are no reportable events for Item 1 through Item 5.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on December 4, 2003.
CAPITAL GROUP ONE, INC.
By: /s/ Matthew McNeally
--------------------------
Matthew McNeally
Chief Executive Officer
In accordance with the requirements of the Exchange Act, this
report has been signed by the following persons on behalf of the
registrant and in the capacities indicated on December 4, 2003.
By: /s/ Matthew McNeally Chief Executive Officer
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Matthew McNeally
By: /s/ James Steward Chief Financial Officer
---------------------
James Steward
CERTIFICATIONS
I, Matthew McNeally, Chief Executive Officer of Capital Group
One, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Capital Group One, 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 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
functions):
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 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: December 4, 2003
/s/ Matthew McNeally
- ----------------------
Matthew McNeally
Chief Executive Officer
CERTIFICATIONS
I, James Steward, Chief Financial Officer of Capital Group One,
Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Capital Group One, 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 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
functions):
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 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: December 4, 2003
/s/ James Steward
- -------------------
James Steward
Chief Financial Officer