10QSB 1 zircon10q.txt ZIRCONIUM CAPITAL 6-30-01 10QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 Commission File Number: 0-23857 Zirconium Capital Corp. ---------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Colorado 84-1457006 ---------------------------- --------------------------------- (State of other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 5770 South Beech Court Greenwood Village, Colorado 80121 ---------------------------------------------------------- (Address of principal executive offices including zip code) (303) 721-0605 -------------------------- (Issuer's telephone number) 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No___ As of June 30, 2001, the Registrant had 2,000,000 shares of common stock, no par value per share, outstanding. Transitional Small Business Disclosure Format (check one): Yes__ No X INDEX Page Number Part I. Financial Information Item I. Financial Statements Review Report of Independent Certified Public Accountant 2 Balance Sheets as of June 30, 2001 and December 31, 2000 3 Statements of Operations, Three Months Ended June 30, 2001 and 2000 4 Statements of Operations, Six Months Ended June 30, 2001 and 2000 5 Statements of Cash Flows, Six Months Ended June 30, 2001 and 2000 6 Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 8 Part II. Other Information 9 1 REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT The Board of Directors Zirconium Capital Corp. Greenwood Village, CO We have reviewed the accompanying balance sheet of Zirconium Capital Corp. as of June 30, 2001, and the related statements of operations and cash flows for the three months and six months then ended, in accordance with Statements on Standards for 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 Zirconium Capital Corp. A review of interim financial statements consists principally of inquiries of Company personnel responsible for financial matters and analytical procedures applied to financial data. It is substantially less in scope than an audit conducted 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, we do not express such an opinion. Based on our review, we are 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. As discussed in the notes to the financial statements, certain conditions indicate that the Company may be unable to continue as a going concern. The accompanying financial statements do not include any adjustments to the financial statements that might be necessary should the Company be unable to continue as a going concern. Schumacher & Associates, Inc. Certified Public Accountants 2525 Fifteenth Street, Suite 3H Denver, Colorado 80211 August 10, 2001 2 ZIRCONIUM CAPITAL CORP. BALANCE SHEETS (Unaudited) ASSETS June 30 December 31 2001 2000 ------------ ----------- Current Assets Cash $ 20 $ 91 ----------- ---------- Total Current Assets 20 91 Organization costs, net of amortization 2,415 3,220 ----------- ---------- Total Assets $ 2,435 $ 3,311 =========== ========== LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current Liabilities: Accounts payable $ 2,443 $ 4,251 Advances payable, related parties 10,821 6,511 ----------- ---------- Total Current Liabilities 13,264 10,762 ----------- ---------- Stockholders' (Deficit): Preferred Stock, no par value, 5,000,000 shares authorized none issued and outstanding - - Common Stock, no par value, 100,000,000 shares authorized 2,000,000 shares issued and outstanding 10,050 10,050 Additional paid-in capital 12,600 10,800 Accumulated deficit (33,479) (28,301) ----------- ---------- Total Stockholders' (Deficit) (10,829) (7,451) ----------- ---------- Total Liabilities and Stockholders' (Deficit) $ 2,435 $ 3,311 =========== ========== The accompanying notes are an integral part of the financial statements. 3 ZIRCONIUM CAPITAL CORP. STATEMENT OF OPERATIONS (Unaudited) Three Months Ended June 30, 2001 June 30, 2000 ------------- ------------- Revenues $ - $ - ----------- ------------ Operating Expenses: Amortization 402 403 Professional fees 1,160 1,502 Rent 300 300 Other 42 28 ----------- ------------ Total Operating Expenses 1,904 2,233 ----------- ------------ Net Loss $ (1,904) $ (2,233) ----------- ------------ Per Share $ nil $ nil =========== ------------ Weighted Average Number of Shares Outstanding 2,000,000 2,000,000 =========== ============ The accompanying notes are an integral part of the financial statements. 4 ZIRCONIUM CAPITAL CORP. STATEMENT OF OPERATIONS (Unaudited) Six Months Ended June 30, 2001 June 30, 2000 ------------- ------------- Revenues $ - $ - ----------- ------------ Operating Expenses: Amortization 805 805 Professional fees 3,702 4,017 Rent 600 600 Other 71 57 ----------- ------------ Total Operating Expenses 5,178 5,479 ----------- ------------ Net Loss $ (5,178) $ (5,479) ----------- ------------ Per Share $ nil $ nil =========== ------------ Weighted Average Number of Shares Outstanding 2,000,000 2,000,000 =========== ============ The accompanying notes are an integral part of the financial statements. 5 ZIRCONIUM CAPITAL CORP. STATEMENT OF CASH FLOWS (Unaudited) Six Months Ended June 30, 2001 June 30, 2000 ------------- ------------- Cash Flows from Operating Activities: Net (loss) $ (5,178) $ (5,479) Adjustment to reconcile net (loss) to net cash provided by operating activities: Amortization 805 805 (Decrease) in accounts payable (1,808) (1,902) ---------- ---------- Net Cash (Used in) Operating Activities (6,181) (6,576) ---------- ---------- Cash Flows from Investing Activities - - ---------- ---------- Cash Flows from Financing Activities: Increase in advances, related parties 4,310 4,812 Increase in additional paid-in capital 1,800 1,800 ---------- ---------- Net Cash Provided by Financing Activities 6,110 6,612 ---------- ---------- Increase (decrease) in Cash (71) 36 Cash, Beginning of Period 91 113 ---------- ---------- Cash, End of Period $ 20 $ 149 ========== ========== Interest Paid $ - $ - ========== ========== Income Taxes Paid $ - $ - ========== ========== The accompanying notes are an integral part of the financial statements. 6 ZIRCONIUM CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS June 30, 2001 (Unaudited) (1) Condensed Financial Statements The financial statements included herein have been prepared by Zirconium Capital Corp. without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and Zirconium Capital Corp. believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the December 31, 2000 audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respect's dependent upon the facts that will exist, and procedures that will be accomplished by Zirconium Capital Corp. later in the year. The management of Zirconium Capital Corp. believes that the accompanying unaudited condensed financial statements contain all adjustments (including normal recurring adjustments) necessary to present fairly the operations and cash flows for the periods presented. (2) Basis of Presentation - Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates continuation of the Company as a going concern. However, the Company has sustained operating losses since its inception and has a net capital deficiency. Management is attempting to raise additional capital. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financial requirements, raise additional capital, and the success of its future operations. Management is in the process of attempting to raise additional capital and reduce operating expenses. Management believes that its ability to raise additional capital and reduce operating expenses provide an opportunity for the Company to continue as a going concern. 7 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Zirconium Capital Corp. (the "Company") was organized as a Colorado corporation on December 5, 1996, in order to evaluate, structure and complete a merger with, or acquisition of, prospects consisting of private companies, partnerships or sole proprietorships. The Company may seek to acquire a controlling interest in such entities in contemplation of later completing an acquisition. The Company is not limited to any operation or geographic area in seeking out opportunities. Management has not identified any particular business or industry within which the Company will seek an acquisition or merger. The Company has not conducted, nor have others made available to it, market research supporting the viability of the Company's proposed operations. The Company generated no revenues during the quarter ended June 30, 2001, and management does not anticipate any revenues until following the conclusion of a merger or acquisition, if any, as contemplated by the Company's business plan. The Company's capital is limited. The Company anticipates operational costs will be limited until such time as significant evaluation work is undertaken regarding prospective mergers or acquisitions. At June 30, 2001, the Company had no material commitments for capital expenditures. 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities 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 None. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ZIRCONIUM CAPITAL CORP. Date: August 10, 2001 By:/s/ Joseph J. Peirce Joseph J. Peirce, President 10