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 November 30, 2005
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)
Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during
the past 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 [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The number of shares of the registrant's common stock, par value
$0.001 per share, outstanding as of October 12, 2007 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
NOVEMBER 30, 2005
(Unaudited)
ASSETS
CURRENT ASSETS
Prepaid expense $ 1,856
---------
TOTAL CURRENT ASSETS $ 1,856
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TOTAL ASSETS $ 1,856
=========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
STOCKHOLDERS' DEFICIENCY
Common stock, $.001 par value, 50,000,000
shares authorized, 2,200,000 shares
issued and outstanding 2,200
Additional paid-in capital 26,874
Deficit accumulated during the development
stage (27,218)
==========
Total Stockholders' Deficiency 1,856
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TOTAL LIABILIITES AND STOCKHOLDERS DEFICIENCY $ 1,856
==========
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 Nine Months Ended (Inception)
November 30, November 30, to November 30,
2005 2004 2005 2004 2005
-------- -------- ------ ------ -----------
OPERATING EXPENSES
Professional fees 644 - 644 1,000 5,819
General and administrative 159 - 159 200 21,399
-------- -------- --------- -------- ---------
TOTAL OPERATING EXPENSES - - - 1,200 27,218
-------- -------- --------- -------- ---------
LOSS FROM OPERATIONS (803) - (803) (1,200) (27,218)
PROVISION FOR INCOME TAXES - - - - -
-------- -------- --------- -------- ---------
NET LOSS $ (803) $ - $ (803) $(1,200) $(27,218)
========= ======== ========= ======== =========
NET LOSS PER SHARE - BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00)
======== ======== ========== ========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING DURING THE PERIOD
- BASIC AND DILUTED 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)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM MARCH 12, 1997 (INCEPTION) THROUGH NOVEMBER 30, 2005
Deficit
Common Stock Additional Accumulated Total
Number of Par Paid-in During the Development Stockholder's
Shares Value Capital Stage Deficiency
------- ----- --------- ------- ----------
Balance March 12, 1997 - $ - $ - $ - $ -
(Inception)
Common shares issued for cash 1,000,000 1,000 - - 1,000
Common shares issued in exchange
for note receivable 1,200,000 1,200 - - 1,200
Reclassification of amount
due to stockholder to
additional paid-in capital - - 2,217 - 2,217
Net loss - - - (4,417) (4,417)
--------- ------ ------- --------- --------
Balance, February 28, 2001 2,200,000 2,200 2,217 (4,417) -
In kind contribution - - 900 - 900
Net loss 2002 - - - (900) (900)
--------- ------ ------- --------- --------
Balance. February 28, 2002 2,200,000 2,200 3,117 (5,317) -
In kind contribution - - 7,473 - 7,473
Net loss 2003 - - - (7,473) (7,473)
--------- ------ ------- --------- --------
Balance, February 28, 2003 2,200,000 $2,200 $10,590 $(12,790) $ -
In kind contribution - - 9,300 - 9,300
Net loss 2004 - - - (8,100) (8,100)
--------- ------ ------- --------- --------
Balance, February 29, 2004 2,200,000 2,200 19,890 (20,890) 1,200
In kind contribution - - 6,675 - 6,675
Net loss 2005 - - - (5,525) (5,525)
--------- ------ ------- --------- --------
Balance, February 28, 2005 2,200,000 2,200 26,565 (26,415) 2,350
In kind contribution - - 309 - 309
Net loss for the period ended
November 30, 2005 - - - (803) (803)
--------- ------ ------- --------- --------
Balance, November 30, 2005 2,200,000 $2,200 $26,874 $(27,218) $(1,856)
========= ====== ======= ========= ========
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
Nine Months Ended (Inception)
November 30, November 30,
2005 2004 2005
-------- -------- ------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ (803) $(1,200) $(27,218)
Adjustments to reconcile net loss to
net cash used in operations - - -
In kind contribution - - (2,500)
Changes in operating assets and liabilities:
Increase in prepaid expenses - - -
Decrease in prepaid expenses 644 1,200 (1,856)
Increase in accounts payable (150) - -
-------- -------- ---------
NET CASH PROVIDED BY (USED IN) (309) - (29,074)
OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES: - - -
-------- -------- ---------
NET CASH PROVIDED BY INVESTING ACTIVITIES - - -
-------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in additional paid-in capital 309 - 26,874
Proceeds from issuance of common stock - - 2,200
-------- -------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 309 - 29,074
-------- -------- ---------
NET INCREASE (DECREASE) IN CASH - - -
Cash at Beginning of Period/Year - - -
-------- -------- ---------
Cash at End of Period/Year $ - $ - $ -
======== ======== =========
Read accompanying Notes to Financial Statements.
CAPITAL GROUP ONE, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2005
(UNAUDITED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A) Basis of Presentation
The accompanying unaudited condensed financial statements have
been prepared in accordance with accounting principles generally
accepted in The United States of America and the rules and
regulations of the Securities and Exchange Commission for
interim financial information. Accordingly, they do not include
all the information necessary for a comprehensive presentation
of financial position and results of operations.
It is management's opinion, however that all material
adjustments (consisting of normal recurring adjustments) have
been made which are necessary for a fair financial statements
presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the
year.
Activities during the development stage include developing the
business plan and raising capital.
(B) Cash and Cash Equivalents
For purposes of the cash flow statements, the Company considers
all highly liquid investments with original maturities of three
months or less at the time of purchase to be cash equivalents.
(C) Use of Estimates
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the financial statements and
revenues and expenses during the reported period. Actual
results could differ from those estimates.
(D) Loss Per Share
Basic and diluted net loss per common share is computed based
upon the weighted average common shares outstanding as defined
by Financial Accounting Standards No. 128, "Earnings per Share."
As of November 30, 2005 and 2004, and for the period from March 12,
1997 (inception) to November 30, 2005, respectively, there were no
common share equivalents outstanding.
CAPITAL GROUP ONE, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2005
(UNAUDITED)
(E) Income Taxes
The Company accounts for income taxes under the Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("Statement 109"). Under Statement 109, deferred tax
assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period
that includes the enactment date.
(F) Business Segments
The Company operates in one segment and therefore segment
information is not presented.
(G) Recent Accounting Pronouncements
SFAS 155, "Accounting for Certain Hybrid Financial Instruments" and SFAS 156,
"Accounting for Servicing Financial Assets" were recently issued. SFAS 155
and 156 have no current applicability to the Company and have no effect on
the financial statements.
CAPITAL GROUP ONE, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2005
(UNAUDITED)
NOTE 2 STOCKHOLDERS' DEFICIENCY
(A) Common Stock Issued for Cash
On March 20, 1997, the Company issued 1,000,000 shares of common
stock to its founders for cash of $1,000 ($0.001 per share).
During 1997, the Company exchanged 1,200,000 shares of common
stock in exchange for note receivable of $1,200 ($0.001 per
share).
During 2000, the Company received $1,200 as payment for a note
receivable.
(C) In-Kind Contribution
During 2001, 2002, 2003, 2004 and 2005 the stockholder of the Company
paid $2,217; $900; $7,473; $13,475; and $2,809 respectively, of
operating expenses on behalf of the Company (See Note 3).
NOTE 3 RELATED PARTY TRANSACTIONS
A stockholder of the Company paid $26,874 of expenses on behalf
of the Company from inception (See Note 2).
NOTE 4 GOING CONCERN
As reflected in the accompanying unaudited financial statements,
the Company is in the development stage with no operations.
This raises substantial doubt about its ability to continue as a
going concern. The ability of the Company to continue as a
going concern is dependent on the Company's ability to raise
additional capital and implement its business plan. The
financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going
concern.
CAPITAL GROUP ONE, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2005
(UNAUDITED)
NOTE 5 SUBSEQUENT EVENT
During 2007, the Corporation offered up to $200,000 principal
amount of Debentures. The debentures mature five years from the
date of the issuance, bear interest of 7% per annum payable
annually and are secured by all the assets of the Company. This
Debenture may be repaid by the Corporation at any time, in
whole, and not in part, prior to the Maturity Date on the
following basis ("Repayment"): (i) if repaid on or before the
first anniversary of the Closing Date ("First Anniversary") at a
rate of 101% of the Principal amount of the Debenture plus all
accrued and unpaid Interest to and including the date of
Repayment; (ii) if repaid after the First Anniversary and on or
before the second anniversary ("Second Anniversary") of the
Closing Date at a rate of 102% of the Principal amount of the
Debenture plus all accrued and unpaid Interest to and including
the date of Repayment; (iii) if repaid after the Second
Anniversary and on or before the third anniversary ("Third
Anniversary") of the Closing Date at a rate of 103% of the
Principal amount of the Debenture plus all accrued and unpaid
Interest to and including the date of Repayment; (vi) if repaid
after the Third Anniversary and on or before the fourth
anniversary ("Fourth Anniversary") of the Closing Date at a rate
of 104% of the Principal amount of the Debenture plus all
accrued and unpaid Interest to and including the date of
Repayment; and (v) if repaid after the Fourth Anniversary and
prior to the Maturity Date at a rate of 105% of the Principal
amount of the Debenture plus all accrued and unpaid Interest to
and including the date of Repayment. As of July 3, 2007 the
Company has issued $75,000 in Debentures.
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.
Liquidity and Capital Resources
As of the date of this report, the Company has virtually no
capital resources and will rely upon the issuance of common stock
and additional capital contributions from shareholders to fund
administrative expenses pending acquisition of an operating
company. In the event such efforts are unsuccessful, contingent
plans have been arranged to provide for a shareholder to fund
required future filings under the 1934 Act, and existing
shareholders have expressed an interest in additional funding if
necessary to continue as a going concern.
We currently do not have enough cash to satisfy our minimum cash
requirements for the next twelve months. As reflected in the
accompanying financial statements, we are in the development
stage with limited operations. This raises substantial doubt
about our ability to continue as a going concern. Our ability to
continue as a going concern is dependent on our ability to raise
additional capital. The financial statements do not include any
adjustments that might be necessary if we are unable to continue
as a going concern.
Plan of Operation
During the next twelve months, the Company will actively seek out
and investigate possible business opportunities with the intent
to acquire or merge with one or more business ventures. Because
the Company has limited funds, it may be necessary for the
officers, directors or a willing shareholder to either advance
funds to the Company or to accrue expenses until such time as a
successful business consolidation can be made. Management intends
to hold expenses to a minimum. However, if the Company engages
outside advisors or consultants in its search for business
opportunities, it may be necessary for the Company to attempt to
raise additional funds.
As of the date hereof, the Company has not made any arrangements
or definitive agreements to use outside advisors or consultants
or to raise any capital. In the event the Company does need to
raise capital, most likely the only method available to the
Company would be the private sale of its securities. Because of
the nature of the Company as a development stage company, it is
unlikely that it could make a public sale of securities or be
able to borrow any significant sum from either a commercial or
private lender. There can be no assurance that the Company will
able to obtain additional funding when and if needed, or that
such funding, if available, can be obtained on terms acceptable
to the Company.
The Company does not intend to use any employees, with the
possible exception of part-time clerical assistance on an as-
needed basis. Outside advisors or consultants will be used only
if they can be obtained for minimal cost or on a deferred payment
basis. Management is convinced that it will be able to operate in
this manner and to continue its search for business opportunities
during the next twelve months.
Recent Accounting Pronouncements
In February 2006 the FASB issued SFAS 155, "Accounting for
Certain Hybrid Financial Instruments" which amends SFAS No. 133
to narrow the scope exception for interest-only and principal-
only strips on debt instruments to include only such strips
representing rights to receive a specified portion of the
contractual interest or principal cash flows. SFAS No. 155 also
amends SFAS No. 140 to allow qualifying special-purpose entities
to hold a passive derivative financial instrument pertaining to
beneficial interests that it is a derivative financial
instrument. The Company will adopt SFAS No. 155 on January 1,
2007 and do not expect it to have a material effect on financial
position, results of operations, or cash flows.
In July 2006, the Financial Accounting Standards Board (FASB)
issued FASB Interpretation No. 48, ("FIN 48") "Accounting for
uncertainty in income taxes - an interpretation of SFAS No.
109." This Interpretation provides guidance for recognizing and
measuring uncertain tax positions, as defined in FASB No. 109,
"Accounting for income taxes." FIN 48 prescribes a threshold
condition that a tax position must meet for any of the benefit
of an uncertain tax position to be recognized in the financial
statements. Guidance is also provided regarding derecognition,
classification and disclosure of uncertain tax positions. FIN
48 is effective for fiscal years beginning after December 15,
2006. The Company does not expect that this Interpretation will
have a material impact on their financial position, results of
operations or cash flows.
In September 2006, the FASB issued SFAS No. 157 ("SFAS 157"),
"Fair Value Measurements." SFAS 157 clarifies the principle that
fair value should be based on the assumptions that market
participants would use when pricing an asset or liability.
Additionally, it establishes a fair value hierarchy that
prioritizes the information used to develop those assumptions.
SFAS 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007. The Company does not
expect the adoption of SFAS 157 to have a material impact on
their financial position, results of operations or cash flows.
In September 2006, the FASB issued SFAS No. 158 ("SFAS 158"),
Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements No. 87,
88, 106, and 132(R)." SFAS 158 requires employers to recognize
the underfunded or overfunded status of a defined benefit
postretirement plan as an asset or liability in its statement of
financial position and to recognize changes in the funded status
in the year in which the changes occur through accumulated other
comprehensive income. Additionally, SFAS 158 requires employers
to measure the funded status of a plan as of the date of its
year-end statement of financial position. The new reporting
requirements and related new footnote disclosure rules of SFAS
158 are effective for fiscal years ending after December 15,
2006. The new measurement date requirement applies for fiscal
years ending after December 15, 2008. The Company does not
expect the adoption of SFAS 158 to have a material impact on
their financial position, results of operations or cash flows.
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.
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity 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
(31.1) Certification of Chief Executive Officer pursuant to
Rule 13a-14 or 15d-14 of the Securities Exchange Act
of 1934, as adopted pursuant to section
302 of the Sarbanes-Oxley act of 2002.
(31.2) Certification of Chief Financial Officer pursuant to
Rule 13a-14 or 15d-14 of the Securities Exchange Act
of 1934, as adopted pursuant to section
302 of the Sarbanes-Oxley act of 2002.
(32.1) 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.
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 October 15, 2007.
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 October 15, 2007.
By: /s/ Matthew McNeally Chief Executive Officer
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Matthew McNeally
By: /s/ V. Terence Franzke Chief Financial Officer
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v. Terence Franzke