10QSB 1 f10qsb.htm f10qsb

OMB APPROVAL

OMB Number: 3235-0416

Expires: March 31, 2007

Estimated average burden

hours per response....182

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549

FORM 10-QSB

(Mark one)
ý QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended
September 30, 2006

r TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________to___________

Commission file number 333-105556

CAPITAL MINERAL INVESTORS, INC.
(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)

25-1901892
(IRS Employer Identification No.)

32603 Fleming Avenue, Mission, BC, Canada, V2V 2G8
(Address of principal executive offices)

(604) 826-5520
(Issuer's Telephone Number)

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports require to be filed by sections 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorten period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No r .

Indicate by a check mark whether the registration is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes r No ý .

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
Yes r No r .

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:

Outstanding as of October 31, 2006: 8,699,497 common shares

Transitional Small Business Disclosure Format (Check one): Yes r No ý


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The following interim unaudited financial statement for the three-month period ended September 30, 2006 has been prepared by management.

 

CAPITAL MINERAL INVESTORS, INC.

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

 

September 30, 2006

(unaudited)

 

 

BALANCE SHEETS

INTERIM STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY

INTERIM STATEMENTS OF CASH FLOWS

NOTES TO THE INTERIM FINANCIAL STATEMENTS


CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
Balance Sheets
(In US Dollars)

September 30,2006 (Unaudited)
$

December 31, 2005

$

ASSETS

Current Assets

Cash

645

75,345

Prepaid expenses and deposit

-

21,250

Total Current Assets

645

96,595

Equipment (Note 2)

3,827

4,342

Total Assets

4,472

100,937

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

Accounts payable and accrued liabilities

21,494

16,242

Notes payable (Note 4)

26,341

26,341

Total Current Liabilities

47,835

42,583

Going concern contingency (Note 1 and 6)

Stockholders' Equity (Deficit)

Common Stock, $0.001 par value; 75,000,000 shares

Authorized, 8,699,497 (7,749,497 - December 31, 2005)

Stock issued and outstanding (Note 5)

8,700

7,750

Additional paid in capital

267,250

173,200

Deficit, accumulated during exploration stage

(319,313)

(122,596)

Total Stockholders' Equity (Deficit)

(43,363)

58,354

Total Liabilities and Stockholders' Equity

4,472

100,937

The accompanying notes are an integral part of these interim financial statements


CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
Interim Statements of Operations
(In U.S. Dollars)

(unaudited)

Cumulative results of operations
December 31, 2002 (inception) to September

30, 2006
$

Three months Ended Sept 30, 2006

$

Three months Ended Sept 30, 2005

$

Nine Months Ended Sept 30, 2006
$

Nine Months Ended Sept 30, 2005
$

Expenses

Accounting and audit fees

32,611

11,100

1,300

15,341

3,900

Consulting fees

1,200

-

-

-

1,200

Depreciation expense

3,422

299

141

895

444

Legal fees

95,789

4,500

4,173

23,804

8,043

Mineral property costs (Note 3)

145,615

6,599

-

136,885

-

Office expenses

5,970

144

900

858

1,467

Rent

1,200

1,200

1,200

Telephone and utilities

6,552

516

519

1,887

1,410

Transfer and filing fees

5,814

150

140

3,573

1,020

Travel and promotion

21,140

2,341

90

12,274

486

319,313

26,849

7,263

196,717

17,970

Net Loss  

(319,313)

(26,848)

(7,263)

(196,717)

(17,970)

Basic and diluted loss per share

($0.00)

($0.00)

($0.02)

($0.00)

Weighted average number of common shares outstanding

8,699,497

7,224,497

8,098,382

7,224,497

The accompanying notes are an integral part of these interim financial statements


CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
Statement of Stockholders' Equity
For the Period from Date of Inception on December 31, 2002 to September 30, 2006
(In U.S. Dollars)

(unaudited)

Common Stock

Number of Shares

Amount
$

Additional Paid-In Capital
$

Deficit Accumulated During the Exploration Stage
$

Total
$

Issuance for cash at $0.001 per share

6,000,000

6,000

-

-

6,000

Net loss for the year

-

-

-

(59,842)

(59,842)

Balance December 31, 2003

6,000,000

6,000

-

(59,842)

(53,842)

Issuance for cash at $0.10 per share

349,497

350

34,600

-

34,950

Net loss for the year

-

-

-

(23,226)

(23,226)

Balance December 31, 2004

6,349,497

6,350

34,600

(83,068)

(42,118)

Issuance for cash at $0.10 per share

1,400,000

1,400

138,600

-

140,000

Net loss for the year

-

-

-

(39,528)

(39,528)

Balance December 31, 2005

7,749,497

7,750

173,200

(122,596)

58,354

Issuance for cash at $0.10 per share

250,000

250

24,750

-

25,000

Capital stock issued for mineral property at $0.10 per share

700,000

700

69,300

-

70,000

Net loss for the period

-

-

-

(196,717)

(196,717)

Balance September 30, 2006

8,699,497

8,700

267,250

(319,313)

(43,363)

The accompanying notes are an integral part of these interim financial statements


CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
Interim Statements of Cash Flows
(In U.S. Dollars)
(unaudited)

Cumulative results of operations
December 31, 2002 (inception) to
September 30, 2006
$

Nine Months Ended September 30, 2006
$

Nine Months Ended
September 30, 2005
$

Operating Activities

Net loss

(319,313)

(196,717)

(17,970)

Items not representing an outlay of cash:

Depreciation Expense

3,422

894

443

Capital stock issued for mineral property costs

70,000

70,000

-

Changes in operating assets and liabilities:

Prepaid expenses and deposit

-

21,250

-

Accounts payable and accrued liabilities

21,493

(5,251)

1,816

(224,398)

(99,322)

(15,711)

Financing Activities

Notes payable

26,341

-

-

Common stock subscribed

205,950

25,000

140,000

232,291

25,000

140,000

Investing Activities

Equipment purchases

(7,248)

(378)

(508)

(7,248)

(378)

(508)

Net Increase (Decrease) in Cash

645

(74,700)

123,781

Cash, beginning of period

-

75,345

8,123

Cash, end of period

645

645

131,904

Supplementary disclosure

Interest paid

-

-
-

Income taxes paid

-

-

-

The accompanying notes are an integral part of these interim financial statements


CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
Notes to the Interim Financial Statements
At September 30, 2006
(In U.S. Dollars)
(unaudited)

Note 1. ORGANIZATION AND NATURE OF BUSINESS

(a) The Company was incorporated on December 31, 2002 under the Company Act of the State of Nevada, U.S.A., to pursue mineral exploration. The inception date is December 31, 2002. The fiscal year end of the Company is December 31.

The Company has been in the exploration stage since its inception date and has not yet realized any revenues from its operation.

(b) Going Concern

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $319,313 as at September 30, 2006 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The continued operations of the Company and the recoverability of the carrying value of assets is dependent upon the ability of the Company to obtain necessary financing to fund future exploration activities and operations and ultimately to attain profitable operations. However, there are inherent uncertainties in mineral exploration and management cannot provide assurances that it will be successful in this endeavour.

The Company will depend almost exclusively on outside capital to fund exploration, development and administrative activities. Such outside capital will include proceeds from the issuance of equity securities. There can be no assurance that capital will be available as necessary to meet these requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current stockholders. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected.

Given the Company's limited operating history, lack of revenue, and its operating losses, there can be no assurance that it will be able to achieve or maintain profitability.

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-QSB of Regulation S-B. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2006 are not necessarily indicative of the results that may be expected for the year ended December 31, 2006.

Exploration Stage Company

Capital Mineral Investors, Inc. is an exploration stage company as it does not have an established commercial deposit and is not in the production stage.


CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
Notes to the Interim Financial Statements
At September 30, 2006
(In U.S. Dollars)
(unaudited)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on deposit and highly liquid short-term interest bearing securities with maturity at the date of purchase of three months or less.

Income Taxes

The Company utilizes the liability method of accounting for income taxes as set forth in SFAS No. 109 "Accounting for Income Taxes". Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. At September 30, 2006, full deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded.

Basic and Diluted Loss per Common Share

As required by SFAS No. 128, Earnings per Share, basic loss per share is computed by dividing the loss for the period by the weighted average number of common stocks outstanding for the period. Diluted loss per share reflects the potential dilution of securities by including other potential common stock, including stock options and warrants, in the weighted average number of common shares outstanding for a period and is not presented where the effect is anti-dilutive. As the effect of potential dilution of securities has no impact on the current period's basic loss per share, diluted loss per share is equal to basic loss per share.

Fair Value of Financial Instruments

In accordance with the requirements of SFAS No.107, "Disclosures about Fair Value of Financial Instruments", the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities including cash and cash equivalents, accounts payable and note payables, approximate carrying value due to the short-term maturity of the instruments.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents which are not collateralized. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit quality financial institutions.

Long-lived assets

The Company has adopted SFAS No. 144 "Accounting for the impairment or disposal of long-lived assets." The Company recognizes an impairment loss only if the carrying amount of a long-lived asset is not recoverable from its expected undiscounted cash flows and measures an impairment loss as the difference between the carrying amount and fair value of the asset.


CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
Notes to the Interim Financial Statements
At September 30, 2006
(In U.S. Dollars)
(unaudited)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Equipment

Equipment is stated at cost less accumulated depreciation. Depreciation is based on the declining balance basis at the following rates:

  • Computer - 30% per annum
  • Office equipment - 20% per annum
  • As at September 30, 2006, fixed assets and accumulated depreciation are as follows:

    September 30, 2006

    Cost

    Accumulated Depreciation

    Net Book
    Value

    Office equipment

    $1,658

    $726

    $932

    Computer

    5,591

    2,696

    2,895

     

    $7,249

    $3,422

    $3,827


    December 31, 2005


    Cost

    Accumulated Depreciation

    Net Book
    Value

    Office equipment

    $1,658

    $561

    $1,097

    Computer

    5,211

    1,966

    3,245

     

    $6,869

    $2,527

    $4,342

    Foreign currency translation

    The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates that prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.


    CAPITAL MINERAL INVESTORS, INC.
    (An Exploration Stage Company)
    Notes to the Interim Financial Statements
    At September 30, 2006
    (In U.S. Dollars)
    (unaudited)

    Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Stock-based Compensation

    On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments. In January 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. The Company uses the Black-Scholes-Merton ("BSM") option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. The Company has elected the modified prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006 the first day of the Company's fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro forma provisions of SFAS No. 123.

    Mineral interests

    Mineral property acquisition costs are capitalized when incurred. In accordance with Emerging Task Force Issue 04-02, such costs are classified as tangible assets and are evaluated for impairment and written down as required.

    Mineral property exploration and development costs are expensed as incurred until such time as economic reserves are quantified. To date the Company has not established any proven or probable reserves on its mineral properties. The Company has adopted the provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations" which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As at September 30, 2006, any potential costs relating to the retirement of the Company's mineral property interest has not yet been determined.


    CAPITAL MINERAL INVESTORS, INC.
    (An Exploration Stage Company)
    Notes to the Interim Financial Statements
    At September 30, 2006
    (In U.S. Dollars)
    (unaudited)

    Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Environmental Costs

    Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts.

    Recent Accounting Pronouncements

    In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Company's future reported financial position or results of operations.

    In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006.  This standard is not expected to have a significant effect on the Company's future reported financial position or results of operations.


    CAPITAL MINERAL INVESTORS, INC.
    (An Exploration Stage Company)
    Notes to the Interim Financial Statements
    At September 30, 2006
    (In U.S. Dollars)
    (unaudited)

    Note 3. MINERAL CLAIM

    Hart claims

    The Company is the beneficial owner of a 100% interest in two mineral claims in the Similkameen Mining Division located southwest of Kelowna, British Columbia, Canada. In order to maintain the claims the holder must either perform exploration work on the claim during the anniversary year or pay cash in lieu of such work. During the first three years of a claim's existence, the cash in lieu amount is US$3.40 (CDN$4.00) per unit with an additional US$0.34 (CDN$0.40) per unit as a recording fee. The cash in lieu amount increases to US$6.80 (CDN$8) per unit after the third year. Work performed must equal or exceed the minimum specified value per unit. Any excess value of work in one year can be applied to cover work requirements on the claim for additional years. During the first three years, the Company must spend over US$2,475 (CDN$2,912) each year on exploration to keep the property in good standing. After the first three years the cost would be US$7,426 (CDN$8,736) per year.

    Que claims

    On May 31, 2006 the Company entered into an Option Agreement (the "Que Agreement") to acquire an option to purchase 80% of 71 claim cells and 14 claim lots in Quebec, Canada. The Company agreed to pay a total $121,000 and issue a total of 1,000,000 common stock. The details of the Que Agreement are as follow:

    The Company must pay $1,500 upon execution of the agreement (paid);

    The Company must pay $30,000 by December 31, 2006;

    The Company must issue 400,000 common stock upon the execution of the agreement (issued);

    The Company must pay $40,000 and issue 300,000 common stock on or before May 12, 2007;

    The Company must pay $50,000 and issue 300,000 common stock on or before May 12, 2008;

    The Company shall carry out cumulative exploration expenditures on the property over the three years of the Option Agreement as follows:

    (a) $100,000 on or before May 12th, 2007;

    (b) $300,000 on or before May 12th, 2008 (cumulative); and

    (c) $500,000 on or before May 12th, 2009 (cumulative).

    The Company will pay a 3% net smelter return as a royalty, including an annual advance royalty of $10,000 per year commencing on the first anniversary of the Que Agreement;

    The Company may at any time purchase one-half of the royalty for the sum of $1,000,000.


    CAPITAL MINERAL INVESTORS, INC.
    (An Exploration Stage Company)
    Notes to the Interim Financial Statements
    At September 30, 2006
    (In U.S. Dollars)
    (unaudited)

    Note 3. MINERAL CLAIM (Continued)

    Golden Darling claims

    On May 31, 2006 the Company entered into an Option Agreement (the "Golden Agreement") to acquire an option to purchase 80% of 5 claims in Boston Township, Larder Lake Mining Division, Ontario, Canada. The Company agreed to pay a total of $75,000 and issue a total of 1,000,000 common stock. The details of the Golden Agreement are as follow:

    The Company must pay $25,000 upon execution of the agreement (paid);

    The Company must issue 300,000 common stock upon the execution of the agreement (issued);

    The Company must pay $25,000 and issue 300,000 common stock on or before May 12, 2007;

    The Company must pay $25,000 and issue 400,000 common stock on or before May 12, 2008;

    The Company shall carry out cumulative exploration expenditures on the property over the three years of the Option Agreement as follows:

    (a) $50,000 on or before May 12th, 2007;

    (b) $150,000 on or before May 12th, 2008 (cumulative); and

    (c) $350,000 on or before May 12th, 2009 (cumulative).

    The Company will pay a 3% net smelter return as a royalty, including an annual advance royalty of $10,000 per year commencing on the first anniversary of the Golden Agreement;

    The Company may at any time purchase one-half of the Royalty for the sum of $1,000,000

     

    Fenton claims

    On May 31, 2006 the Company entered into a Purchase Agreement (the "Fenton Agreement") to purchase 100% of 26 claims in the Guercheville Township, Quebec, Canada for $12,500 (paid). The Company will pay a 3% net smelter return as a royalty, including an annual advance royalty of $10,000 per year commencing on the first anniversary of the Fenton Agreement

    Due to the preliminary stage of exploration activities on the Company's properties, to date, all mineral property acquisition cost have been impaired and expensed on the statement of operations.


    CAPITAL MINERAL INVESTORS, INC.
    (An Exploration Stage Company)
    Notes to the Interim Financial Statements
    At September 30, 2006
    (In U.S. Dollars)
    (unaudited)

    Note 4. NOTES PAYABLE

    Notes payable are due to certain of the Company's directors and officers. These notes are unsecured, non-interest bearing, and have no specific terms of repayment

     

    Note 5. CAPITAL STOCK

    75,000,000 common shares with a par value of $0.001 per share.

    During the nine month ended September 30, 2006, the Company issued:

  • 250,000 units pursuant to a private placement for total proceeds of $25,000. Each unit consisted of one common stock and one share purchase warrant. Each share purchase warrants entitles the holder to purchase one common stock for $0.20 for a 12 month period.

  • 700,000 common stock pursuant to terms of two option agreements and one purchase agreement for acquisition of mineral properties with fair value of $70,000 (Note 3).

  • The Company has issued share purchase warrants as follows:

    Number of warrants

    Weighted average exercise price

    Weighted average life (months)

    Balance, December 31, 2005

    -

    -

    -

    Issued during the period

    250,000

    $ 0.20

    12

    Balance, September 30, 2006

    250,000

    $0.20

    12

    To September 30, 2006, the Company has not granted any stock options or recorded any stock-based compensation.


    CAPITAL MINERAL INVESTORS, INC.
    (An Exploration Stage Company)
    Notes to the Interim Financial Statements
    At September 30, 2006
    (In U.S. Dollars)
    (unaudited)

    Note 6. CONTINGENCIES

    The Company operates in the field of mineral exploration and is therefore subject to provincial and federal environmental regulations of Canada. Due to the diversity of these regulations, compliance at all times cannot be assured.

     

    Note 7. RELATED PARTY TRANSACTIONS

    The Company has received loans from directors and officers disclosed as notes payable on the balance sheet. These notes are non-interest bearing and have no fixed terms of repayment.

    ITEM 2. Management's Discussion and Analysis or Plan of Operations.

    Some discussions in this report include a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

    We are a start-up, exploration-stage company, and have not yet generated or realized any revenues from our business operations. Our common stock was approved by NASD for trading on the OTC Bulletin Board on October 19, 2005. We must raise cash in order to implement our plan and stay in business.

    To meet our needs for cash we raised $6,000 from our founders and $34,950 from our public offering filed with the Securities and Exchange Commission, which was effective September 26, 2003 (file number 333-105556). The public offering was completed on March 23, 2004. As we had not raised all of the money we needed from this offering, we had to find alternative sources, such as a second public offering, a private placement of securities, or loans from our officers or others. We have obtained demand loans of $51,340.73 from Jerry Dibble and Phil Derry, our officers, of which $25,000 was repaid in the quarter ended June 30, 2005. On May 3, 2005, we raised $140,000 through a private placement by issuing 1,400,000 shares of the Common Stock of the Company at the price of $0.10 per Share. A Form 8-K was filed with the Securities and Exchange Commission on May 3, 2005. On June 30, 2006 we completed a private placement of 250,000 units for $25,000. A Form 8-K was filed in this regard on June 23, 2006.

    On June 12, 2006 we accepted the resignation of Rod Husband and appointed Darla Knight as a Director, and subsequently appointed Ms. Knight as Secretary of the Company.

    On June 13, 2006 the Company accepted the resignation of Phil Derry, Director, Principal Financial Officer and Principal Accounting Officer, and appointed Gary Benson as Director.

    On June 13, 2006 the Board of Directors appointed its President and Principal Executive Officer, Jerry Dibble to also hold the position of Principal Financial Officer and Principal Accounting Officer.

    At present, the Company has no employment agreements with Ms. Knight or Mr. Benson.

    A Form 8K in regard to the departure of directors and the election of new directors and the appointment of the principal officer was filed on June 16, 2006.

    In 2005, when our existing mining claim (the "Hart Claim"), located in British Columbia expired, we asked Ian Casidy, a geological technician for Maverick Investment Corp., a British Columbia company, to re-stake in the same area while adding a new claim. The re-staked property consists of two claims, the Hart 1 and the Kerry claim. Since the property covers most of the old Hart property and adds the Kerry claim, which is adjacent to the old Hart property, we call these claims, collectively, the Hart Property. The claims were re-staked on December 28, 2005 on MT Online, the British Columbia government's website for computer staking. The claims are owned by Ian Casidy and are held in trust for the Company.

    Ian Casidy, Geological Technician, carried out an exploration program in January 2006, including prospecting and a ground geophysical magnetometer survey. Approximately 65% of the Hart 1 claim was covered by the survey. It was intended to complete the ground magnetometer survey and carry out a VLF-EM survey, which had been planned but not completed due to adverse winter weather conditions in January 2006. The cost of the January 2006 program was $25,500.


    Further exploration work will be undertaken on the Hart property to access its potential to host high grade gold mineralization within the quartz (+sulphide) veins and/or shear zones. The magnetometer survey should be completed to cover the western/northwestern portion of the property, which was incomplete due to adverse winter weather conditions in January 2006. We will also cover the property with the planned but not undertaken VLF survey on the same chain and compass grid of the ground magnetometer survey. The VLF survey will be undertaken, pending completion of the ground magnetometer survey, which is 65% completed. Only cursory exploration has been done on the Hart property, which given its close proximity to the Siwash high-grade gold deposit should be undertaken. The showings on the Hart property indicate a similar geological model; mineralization at the Siwash Gold deposit (Almaden Minerals Ltd.) is hosted in thin quartz-sulphide veins that crosscut altered volcanic rocks. A number of zones on the Almaden controlled property contain sections of parallel veining.

    The program of recommended exploration will be undertaken with the goal of creating targets to test by mechanical trenching and or drilling. Initial exploration activities (grid establishment, geological sampling, soil sampling, rock sampling, geophysical surveys and mechanical trenching where deemed appropriate) do not involve ground disturbance and will not require a work permit. Any follow-up large scale trenching and drilling will require permits and any applications for which should be submitted well in advance of the planned work program.

    The recommended exploration program will be an evaluation of the Annie Oakley showings and also perform a geophysical survey in conjunction with prospecting and geological mapping. The geophysical survey will cover the area not completed by the ground magnetometer geophysical survey in the winter of 2006 as well as completing a VLF geophysical survey on grid lines established by the magnetometer survey. To date this kind of property scale information has not been done on this property. We expect to complete this work during the first and second quarters of 2007. The primary target is a precious metal vein-type mineralization and a second target would be a porphyry style of copper-molybdenum mineralization similar to the Brenda Mine given the presence of altered intrusive rocks on the property.

    During July 2006 the company conducted a limited prospecting program under the direction of Mr. Ian Casidy, Geological Technician, on its Hart Property in the Similkameen Mining District of British Columbia, Canada and collected samples that will be sent to a leading Canadian assay laboratory. These samples are now being prepared to send in for assay and analysis.

    The entire recommended exploration program is expected to be completed during 2007 with a budget of $45,000.

    On May 31, 2006 the Company entered into two option agreements and one purchase agreement, as follows:

    1. Option Agreement between Maverick Investment Corp. (the "Optionor") and the Capital Mineral Investors, Inc. (the "Company") dated May 31, 2006.

    2. Option Agreement between Maverick Investment Corp. (the "Optionor") and the Capital Mineral Investors, Inc. (the "Company") dated May 31, 2006.

    3. Purchase Agreement between Maverick Investment Corp. (the "Vendor") and the Capital Mineral Investors, Inc. (the "Purchaser") dated May 31, 2006.

    As part of the terms of the two Option Agreements between Maverick Investment Corp. (the "Optionor") and the Company dated May 31, 2006, the Company was required to issue 700,000 shares of common stock of the Company to the Optionor, referred to above. The issuance of these shares was pursuant to Section 4(2) of the Securities Act of 1933.

    Capital Mineral Investors Inc. is presently considering a variety of financing methods in order to further its exploration activities on its recently acquired properties. The Company is considering financing by Private Placement, Joint Ventures, and Option Agreements for the Que Uranium Property located in the Province of Quebec. Further, The Company is also looking into various financing avenues for the two recently acquired properties:

    The Golden Darling Property in Boston Township, Kirkland Lake Area, of the Larder Lake Mining District in Ontario Province, Canada.

    The Fenton Property located in the Guercheville Township of Quebec Province, Canada. No exploration has yet been undertaken on these claims.

    The company has engaged a professional Geologist, Mr. Robert Stewart, to advise on its Canadian properties and to assist in conducting mineral exploration.

    We will be conducting research in connection with the exploration of the properties. We are not going to buy or sell any plant or significant equipment. We do not expect a change in the number of our employees.

    Limited Operating History-Need for Additional Cash

    There is no historical financial information about our company upon which to base an evaluation of our performance. We are an exploration stage company and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

    To become profitable and competitive, we conduct research and exploration of the property before we start production on any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.

    We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, explore or expand our operations. Equity financing could result in additional dilution to existing stockholders.

    Results of Operations

    From Inception to September 30, 2006.

    We acquired our mining interest on a property located in British Columbia and are commencing the research and exploration stage of our mining operations on the property at this time.

    Since inception, we have used our common stock to raise $6,000 from our founders and further raised $34,950 through our public offering. We have also obtained demand loans totaling $51,340.73 less repaid of $25,000 for net amount of $26,340.73 from our officers and directors, for the property acquisition, for corporate expenses and to repay outstanding indebtedness, which includes legal fees and auditing fees. We have raised a further $140,000 through a private placement and paid back $25,000 to one of our officers as partial repayment of the loans from him to the Company. On June 23, 2006 we completed a private placement for $25,000. Net cash provided by financing activities from inception to September 30, 2006 was $232,291, which was a result of proceeds received from subscriptions of shares of the Company of $205,950 and $26,341 net advances from related parties. Jerry Dibble, President and Director of the Company, loaned the Company $7,000 on October 4, 2006. The loan is unsecured, is payable on demand and bears no interest. In May 2006, pursuant to the two Option Agreements and one Purchase Agreement referred to above, we paid a total of $39,000 to the Optionor and Seller.

    Liquidity and Capital Resources

    As of September 30, 2006, we have yet to generate any revenues from our business operations.


    We issued 6,000,000 founders shares on March 4, 2003. This was accounted for as capital of $6,000. We further raised $34,950 in 2004 though a public offering. Shares of the public offering have been issued. As of September 30, 2006, there has been no direct or indirect payment from the proceeds of our public offering to any directors, officers, persons owning 10% or more of our shares or anyone else, any affiliates of the Company or others. Since our inception, Mr. Dibble and Mr. Derry have advanced demand loans to us in the total sum of $51,340.73, which was used for organizational and start-up costs and the offering expenses and our public offering, legal fees and accountant's auditing fees. The loans do not bear interest and have not been paid as of the date hereof. Mr. Dibble and Mr. Derry agreed that except for the pre-paid offering expenses of this offering they will accept payment from us when the Company is able to pay back the demand loans.

    On May 3, 2005 we raised $140,000 through a private placement and we paid back $25,000 to Mr. Derry as partial repayment of his loan to the Company. On June 23, 2006 we raised $25,000 through a private placement. As of September 30, 2006 we had cash of $645, accounts payable and accrued liabilities of $.21,494, and loans from related parties of $26,341. As of September 30, 2006 we had net working deficiency of $47,190.

    As of September 30, 2006, our total assets are $4,472, and our total liabilities are $47,835. Under the Option Agreement for the property in Quebec we are required to pay the Optionor $30,000 on July 30, 2006. By agreement dated July 30, 2006, the Optionor agreed that we may delay this payment until December 31, 2006. We need to raise more funds by private placement, public offering or loans in order to continue our exploration programs. If we fail to raise sufficient funds for our mining programs, we will have to suspend or cease operations. The Company is presently considering a variety of financing methods in order to further its business development and exploration activities. For the fourth quarter of 2006 the Company expects to raise up to $250,000 in capital by means of private placements.

    ITEM 3.  Controls and Procedures

    Based on their most recent evaluation, which was completed within 90 days of filing of this Form 10-QSB, the Company's chief executive officer and chief financial officer believe the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-14 and 15d-14) are effective. There were not any significant changes in the Company's internal controls or no other facts that could significantly affect these controls subsequent to the date of this evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. The Company is presently unable to provide segregation of duties within the Company as a means of internal control. As a result, the Company is presently relying on overriding management reviews, and assistance from its board of directors in providing short-term review procedures until such time as additional funding is provided to hire additional executives to segregate duties within the Company.


    PART II - OTHER INFORMATION

    Item 6. Exhibits

    Exhibit No.

    Description

    3.1*

    Articles of Incorporation

    3.2*

    Bylaws

    4.1*

    Specimen Stock Certificate

    4.2*

    Promissory Note to Jerry Dibble for $8,483.50

    4.3**

    Promissory Note to Phil Derry for $17,857.23

    10.1**

    Hart 1 and Kerry Claims Letter of Trust

    10.3*

    Deed

    31.1****

    Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications

    32.1****

    Section 1350 Certifications

    99.1***

    Maverick Extension Agreement

    *Filed as an Exhibit to the Company's Registration Statement on Form SB-2, dated May 23, 2003, and incorporated herein by this reference.

    **Filed as an Exhibit to the Company's 10-KSB, dated April 24, 2006, and incorporated herein by this reference.

    **Filed as an Exhibit to the Company's 10-QSB, dated June 30, 2006, and incorporated herein by this reference.

    ***Contained within this 10-QSB.

     


    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.

    Dated: November 20, 2006

    CAPITAL MINERAL INVESTORS, INC.

    BY: /s/ "Jerry Dibble"
    Jerry Dibble
    President and Director
    (who also performs the function of principal chief executive officer)

    BY: /s/ "Darla Knight"
    Darla Knight
    Secretary and Director
    (who also performs the function of principal financial officer and principal accounting officer)

     


    Rule 13(a) - 14(a)/15(d) - 14(a) Certifications

    I, Jerry Dibble, certify that:

    I have reviewed this quarterly report on Form 10-QSB of Capital Mineral Investors, Inc.

    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;

    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respect the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

    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 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;

    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):

    d) 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

    e) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

    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.

    (Signature)
    (Title)


    (Date)

    /s/ "Jerry Dibble"
    Jerry Dibble
    President and Director
    (who also performs the function of principal Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer)
    November 20, 2006

     


    I, Darla Knight, certify that:

    I have reviewed this quarterly report on Form 10-QSB of Capital Mineral Investors, Inc.

    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;

    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respect the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

    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 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;

    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):

    d) 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

    e) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

    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.

    (Signature)
    (Title)

    (Date)

    /s/ "Darla Knight"
    Darla Knight
    Secretary and Director
    November 20, 2006

     


    Section 1350 Certifications

    CERTIFICATE OF CHIEF EXECUTIVE OFFICER

    Pursuant to 18 U.S.C. Section 1350

    As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    I, Jerry Dibble, a Director and President, who also performs the function of principal chief executive officer of Capital Mineral Investors, Inc., certify that the Quarterly Report on Form 10-QSB (the "Report") for the quarter ended September 30, 2006, filed with the Securities and Exchange Commission on the date hereof:

    fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

    the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of Capital Mineral Investors, Inc.

     

    By:

    /s/ "Jerry Dibble"
    Jerry Dibble
    President and a member of the Board of Directors (who also performs the function of Principal Executive Officer and Principal Financial Officer)

    A signed original of this written statement required by Section 906 has been provided to Capital Mineral Investors, Inc. and will be retained by Capital Mineral Investors, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


    Section 1350 Certifications

    CERTIFICATE OF 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, Jerry Dibble, a Director and President, who also performs the function of Principal Financial Officer and Principal Accounting Officer of Capital Mineral Investors, Inc., certify that the Quarterly Report on Form 10-QSB (the "Report") for the quarter ended September 30, 2006, filed with the Securities and Exchange Commission on the date hereof:

    fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

    the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of Capital Mineral Investors, Inc.

     

    By:

    /s/ "Jerry Dibble"
    Jerry Dibble
    Secretary, and a member of the Board of Directors (who also performs the function of principal financial officer and principal accounting officer)

    A signed original of this written statement required by Section 906 has been provided to Capital Mineral Investors, Inc. and will be retained by Capital Mineral Investors, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.