1/4ly filing
It's long but does bring us up to date on the business plan and yes it is a real company. At least the start of one. Hope to see some real news about Snaper and the merger with First National very soon IMO. Financing would also seem to be needed in my layman's opinion. Also would really like to find out who bought 90k shares.
Regards The Hotdog
Filing below.
------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(f) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
Commission file number 333-62588
Capstone International Corporation
6966 Coach Lamp Drive
Chilliwack, B.C.
Canada V2R 2X6
604-791-1979
IRS TAX ID # 66-0349372
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements:
CAPSTONE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2003 AND JUNE 30, 2002
TABLE OF CONTENTS
Page Number
INDEPENDENT ACCOUNTANT'S REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
FINANCIAL STAEMENT
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Statements of Operations and Deficit
Accumulated During the Development Stage . . .
3
Statement of Changes in Stockholders' Equity . . . .
4
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . .
5
Notes to the Financial Statements . . . . . . . . . . . . . .
6
David E. Coffey
6767 W. Tropicana Ave. Suite 216, Las Vegas, NV 89103
Certified Public Accountant
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders
of Capstone International Corporation
Surrey, BC. Canada
I have audited the accompanying balance sheets of Capstone International Corporation (a development stage company) as of June 30, 2003 and June 30, 2002 and the related statements of operations, cash flows, and changes in stockholders' equity for the periods then ended, as well as the cumulative period from November 16, 2002 (date of inception) to June 30, 2003. These statements are the responsibility of Capstone International Corporation's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with auditing standards generally accepted in the United States of America. 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 managmene4t, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Capstone International Corporation as of June 30, 2003 and June 30, 2002 and the results of operations, cash flows, and changes in stockholders' equity for the periods then ended, as well as the cumulative period from November 16, 2000, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not generated revenues from operations, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
David E. Coffey, C.P.A.
Las Vegas, Nevada
August 19, 2003
CAPSTONE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
June 30, 2003
June 30, 2002
ASSETS
------------------
-----------------
Cash
$
0
$
0
------------------
-----------------
Total Assets
$
0
$
0
==========
==========
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable
$
4,308
$
11,852
Loans from stockholders
33,808
Common stock sold subject to a rescission offer
0
6,354
------------------
-----------------
Total Liabilities
38,114
18,206
Stockholders' Equity
Common stock, authorized 100,000,000
shares at $.001 par value, 10,567,680 shares
and outstanding after giving effect to a 5 for 1
stock split effective April 25, 2003
10,568
2,050
Additional paid-in capital
16,386
18,550
Deficit accumulated during the
development stage
(65,068)
(38,806)
------------------
-----------------
Total Stockholders' Equity
(38,114)
(18,206)
Total Liabilities and Stockholders' Equity
$
0
$
0
==========
==========
The accompanying notes are an integral part of
These financial statements
-2-
CAPSTONE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
(With Cumulative Figures From Inception)
Six months ending June 30
From Inception, Nov. 16, 2000 to June 30, 2003
2003
2002
------------------
---------------
-------------------
Income
$
0
$
0
$
0
Expenses
Organizational costs
0
0
968
Professional fees
13,492
13,366
61,224
Fees
0
0
519
Office expenses
33
351
797
Interest expense
574
167
1,560
------------------
---------------
-------------------
Total expenses
14,099
13,884
65,068
Net loss
(14,099)
(13,884)
$
(65,068)
============
Retained earnings, beginning of period
(50,969)
(24,922)
------------------
---------------
Deficit accumulated during the development stage
$
(65,068)
(38,806)
===========
=========
Earnings (loss) per share, assuming dilution, after giving effect to a 50 for 1 stock split effective April 25, 2003:
Net Loss
$
0.00
$
0.00
$
(0.01)
==========
=========
===========
Weighted average shares outstanding
10,567,680
10,250,000
8,408,193
===========
==========
============
The accompanying notes are an integral part of
These financial statements.
-3-
CAPSTONE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM NOVEMBER 16, 2000 (Date of Inception) TO JUNE 30, 2003
Common Stock
Additional Paid-in Capital
Deficit accumul- ated during the development stage
Total
Shares
Amount
-------------
----------
-------------
----------------------
-----------
Balance, November 16, 2000
--
$
--
$
--
$
--
$
--
Issuance of common stock for cash
November 20, 2000
100,000
100
900
0
1,000
Less net loss
0
0
0
(968)
(968)
-----------
----------
-----------
----------------------
-----------
Balance, December 31, 2000
100,000
100
900
(968)
32
Issuance of common stock for cash
May 9, 2001
400,000
400
3,600
0
4,000
May 14, 2001
700,000
700
6,300
0
7,000
June 14, 2001
850,000
850
7,650
0
8,500
Currency translation adjustment
0
0
100
0
100
Less net loss
0
0
0
(23,954)
(23,954)
-----------
----------
-----------
----------------------
-----------
Balance, December 31, 2001
2,050,000
2,050
18,550
(24,922)
(4,322)
July 15, 2002 Expiration of rescission offer for Nov. 14, 2001 sale of common stock
63,536
64
6,290
0
6,354
Less net loss
0
0
0
(26,047)
(26,047)
-----------
----------
-----------
----------------------
-----------
Balance, December 31, 2002
2,113,536
$
2,114
$
24,840
$
(50,969)
$
(24,015)
Stock split 5 for 1 effective
April 25, 2003
8,454,144
8,454
(8,454)
0
0
Less net loss
0
0
0
(14,099)
(14,099)
------------
----------
------------
--------------------
----------
Balance, June 30, 2003
10,567,680
$
10,568
$
16,386
$
(65,068)
$
(38,114
=======
=====
=======
============
======
The accompanying notes are an integral part of
these financial statements.
-4-
CAPSTONE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(With Cumulative Figures From Inception)
Six months ending June 30,
From Inception, Nov. 16, 2000 to June 30, 2003
2003
2002
----------------------
-------------------
----------------------
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES
Net Loss
$
(14,099)
$
(13,884)(
$
(65,068)
Non-cash items included in net loss
0
0
0
Adjustments to reconcile net loss to
cash used by operating activity
Accounts payable
(19,707)
11,123
4,308
Loans from stockholders
33,806
0
33,806
----------------------
-------------------
----------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES
0
(2,761)
(26,954)
CASH FLOWS FROM INVESTING ACTIVITIES
0
0
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock
0
0
2,114
Paid-in capital
0
0
24,840
Common stock sold subject to a rescission offer
0
0
0
----------------------
-------------------
----------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES
0
0
26,954
NET INCREASE IN CASH
0
(2,761)
$
0
=============
CASH AT BEGINNING OF PERIOD
0
2,761
----------------------
-------------------
CASH AT END OF PERIOD
$
0
$
0
============
===========
The accompanying notes are an integral part of
These financial statements
-5-
CAPSTONE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003AND JUNE 30, 2002
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on November 16, 2000 under the laws of the State of Delaware. The business purpose of the Company is to acquire funeral facilities and the selling of prepaid funeral programs.
The Company will adopt accounting policies and procedures based upon the nature of future transactions.
NOTE B EARINGS (LOSS) PER SHARE
Basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Since the Company has no common shares that are potentially issuable, such as stock options, convertible securities, or warrants, basic and diluted EPS are the same.
NOTE C COMMON STOCK ISSUANCE
On November 20, 2000 the Company sold 100,000 shares of its common stock at $.01 per share for $1,000. On May 9, 2001 the Company sold 400,000 shares of its common stock at $.01 per share for $4,000. On May 14, 2001 the Company sold 700,000 shares of its common stock at $.01 per share for $7,000. On June 14, 2001 the Company sold 850,000 shares of its common stock at $.01 per share for $8,500. On November 14, 2001 the Company sold 63,536 shares of its common stock at $.10 per share for $6,354.
NOTE D STOCK SPLIT
On April 25 the Company split its common stock 5 for 1. The 2,113,536 pre-split shares increased to 10,567,680 shares at $.001 par value issued and outstanding.
NOTE E GOING CONCERN
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America and applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not generated any revenues from its planned principal operations June 30, 2003. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern.
-6-
Item 2: Management's Discussion and Analysis:
On April 22, 2003 the Company announced a 5-1 forward stock split effective for all shareholders of record on April 25, 2003. The trading symbol was also changed and the Company now trades under the new symbol CITC.
At a meeting held Monday, May 5, 2003, management announced it will expand the current Board of Directors from 2 to 5 members. The Board appointed Darryl Mills to the position of Chairman and added Kevin M. Murphy as a Director, effective May 7, 2003. Additional directors will be appointed as soon as they have been approved by the current Board.
Capstone International Corporation plans to review and explore opportunities in the power generation and utilities industry that have recently become available. The Company has opened discussions to acquire First National Power Corporation (FPOW) a private company located in Toronto Canada. The primary focus of First National Power is the international market for energy conservation and savings, both in remunerative and ecological resources.
Item 3. Effectiveness of the registrant's disclosure controls and procedures
Within the 90-day period prior to the filing of this report, the Company carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined by Rule 13a-14(c) under the Securities Exchange Act of 1934) under the supervision and with the participation of the Company's chief executive officer and chief financial officer. Based on and as of the date of such evaluation, the aforementioned officers have concluded that the Company's disclosure controls and procedures were effective.
The Company also maintains a system of internal accounting controls that is designed to provide assurance that assets are safeguarded and that transactions are executed in accordance with management's authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness. During the first quarter of fiscal year 2003, there were no significant changes to this system of internal controls or in other factors that could significantly affect those controls.
PART II - OTHER INFORMATION
Item 5: Other Information
Subsequent Events:
On July 27 the company announced further to its news release of May 6 th , 2003, that Capstone International Corporation has completed the primary Due-Diligence for the Company's first acquisition in the power generation and utilities industry. The Company has requested its Attorneys to prepare final documents for the Merger/Acquisition of First National Power Corporation (FPOW) a private company of Toronto Canada.
First National Power Corporation is a developer of renewable energy to meet the growing demand for clean, renewable sources of power. First National's focus is on wind power. Currently, First National Power is pursuing talks with the objective of developing a production site with upwards of 15 megawatts in Ontario as a test market
On August 4, 2003 Capstone International Corporation announced that in furtherance of its power generation and utilities industry business development plan, Capstone has signed a definitive agreement with Alvin Snaper, a leader in the International market for green powered energy conservation and reduced electricity costs. Mr. Snaper will Chair the CITC Advisory Board and lead the Capstones GREEN POWER ENERGY CONSERVATION program..
Capstone International Corporation has acquired exclusive Ownership and Patent rights subject to a Royalty Agreement with Mr. Alvin Snaper for the PROPLESS WIND POWER GENERATOR (PWPG), A WIND ENERGY TURBINE that does not utilize a propeller.
Prior to joining Capstone, Mr. Alvin Snaper has served as a Senior Consultant to other major corporations, including IBM, General Foods, NASA, Boeing, Gilette, Singer, Rocketdyne, General Motors, Lockheed Aircraft, Sanyo, Philips, Gulf Western, etc. Inventor of over 600+ patents, inventions and commercial products, including the IBM Selectric Type Ball, Tang, and the NASA Apollo Photo-Pack to name a few.
First National Power Corporation is a developer of renewable energy to meet the growing demand for clean, renewable sources of power. First National's focus is on wind power. Currently, First National Power is pursuing talks with the objective of developing a production site with upwards of 15 megawatts in Ontario as a test market. Such a site would make First National Power the largest producer of wind power in the province, thus taking First National Power on its way to becoming a leader in wind power generation in North America."
Item 6. Exhibits and Reports on Form 8-K
Exhibits:
Exhibit No.
Document
Location
3.1
Articles of Incorporation
Previously Filed
3.2
Bylaws
Previously Filed
99.1
Certification of the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Included
99.1
Certification of the Chief Executive Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Included
Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CAPSTONE INTERNATIONAL CORPORATION
DATE: August 19, 2003
/s/ Darryl Mills
Darryl Mills
President and duly authorized officer
/s/ Rod Veremy
Rod Veremy
Chief Financial Officer
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Darryl Mills, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Capstone International Corporation for the quarter ended June 30, 2003;
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 offering 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 we 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 function): 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 or not 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: August 19, 2003
/s/ Darryl Mills
Darryl Mills
Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Capstone International Corporation, a Delaware corporation (the "Company"), on Form 10-QSB for the quarter ending June 30, 2003 as filed with the Securities and Exchange Commission (the "Report"), I, Darryl Mills, President of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Darryl Mills
Darryl Mills, President
Dated: August 19, 2003
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Darryl Mills, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Capstone International Corporation for the quarter ended June 30, 2003;
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 offering 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 we 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 function): 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 or not 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: August 19, 2003
/s/ Rod Veremy
Rod Veremy
Chief Financial Officer
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Capstone International Corporation, a Delaware corporation (the "Company"), on Form 10-QSB for the quarter ending June 30, 2003 as filed with the Securities and Exchange Commission (the "Report"), I, Rod Veremy, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Rod Veremy
Rod Veremy, Chief Financial Officer
Dated: August 19, 2003
--------------------------------------------------------------------------------
David E. Coffey C.P.A.
6767 West Tropicana Suite 216
Las Vegas, NV 89103
Capstone International Corporation
Surrey, B.C. Canada
This letter will acknowledge my agreement to include to or refer to the financial statements which I have audited for the cumulative period ended June 30, 2003, in the filing of the 10-Q with the Securities and Exchange Commission.
Sincerely,
/s/ David E. Coffey
August 19, 2003
--------------------------------------------------------------------------------
End of Filing
© 2003 / EDGAR
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