10-K 1 g69975e10-k.txt CAPITAL GROUP ONE, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 FOR THE PERIOD ENDED FEBRUARY 28, 2001 COMMISSION FILE NUMBER 0-30107 CAPITAL GROUP ONE, INC. (Exact Name of Registrant as Specified in Its Charter) FLORIDA 65-0740090 (State of Incorporation) (IRS Employer Identification No.) 270 NW 3rd CT Boca Raton FL 33432 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 561-368-1427 Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: NOT APPLICABLE Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 February 28, 2001 there were 2,200,000 shares of Class A common Stock, $.01 par value per share, outstanding. 2 CAPITAL GROUP ONE, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS FEBRUARY 28, 2001 3 CAPITAL GROUP ONE, INC. (A DEVELOPMENT STAGE COMPANY) CONTENTS Page ---- Independent Auditor's Report F-1 Financial Statements: Balance Sheet F-2 Statements of Operations F-3 Statement of Changes in Stockholders' Equity (Deficit) F-4 Statements of Cash Flow F-5 Notes to Financial Statements F-6 to F-7 4 INDEPENDENT AUDITOR'S REPORT To The Board of Directors Capital Group One, Inc. We have audited the accompanying balance sheet of Capital Group One, Inc. (a development stage company), as of February 28, 2001 and the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the years ended February 28, 2001 and February 29, 2000 and for the period from March 12, 1997 (inception)through February 28, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United states. Those standards require that we 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Capital Group One, Inc. (a development stage company) as of February 28, 2001, and the results of its operations and its cash flows for the years ended February 28, 2001 and February 29, 2000 and for the period from March 12, 1997 (inception) through February 28, 2001 in conformity with accounting principles generally accepted in the United States. April 25, 2001 Boca Raton, Florida F-1 5 CAPITAL GROUP ONE, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET FEBRUARY 28, 2001 ASSETS ------ TOTAL ASSETS $ -- ====== STOCKHOLDERS' EQUITY (DEFICIT) ----------------------------- STOCKHOLDERS' EQUITY (DEFICIT) Common stock, $.001 par value, 50,000,000 shares authorized, 2,200,000 shares issued and outstanding 2,200 Additional paid-in capital 2,217 Deficit accumulated during the development stage (4,417) ------ TOTAL STOCKHOLDERS' EQUITY (DEFICIT) $ -- ====== Read accompanying Notes to Financial Statements. F-2 6 CAPITAL GROUP ONE, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000 AND PERIOD FROM MARCH 12, 1997 (INCEPTION) THROUGH FEBRUARY 28, 2001

Read accompanying Notes to Financial Statements. F-3 7 CAPITAL GROUP ONE, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) PERIOD FROM MARCH 12, 1997 (INCEPTION) THROUGH FEBRUARY 28, 2001

Read accompanying Notes to Financial Statements. F-4 8 CAPITAL GROUP ONE, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOW YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000 AND PERIOD FROM MARCH 12, 1997 (INCEPTION) THROUGH FEBRUARY 28, 2001

Read accompanying Notes to Financial Statements. F-5 9 CAPITAL GROUP ONE, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FEBRUARY 28, 2001 NOTE 1. ORGANIZATION Capital Group One, Inc. was incorporated on March 12, 1997 under the laws of the State of Florida. The Company is engaged in the acquisition and renovation of foreclosed residential homes for resale. The Company's headquarters is in Toronto, Ontario, Canada. The Company is in the process of registering its securities under the Securities Exchange Act of 1934. Since inception, planned operations have not commenced. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INCOME TAXES Deferred income taxes are provided for differences between the basis of assets and liabilities for financial and income tax reporting. A valuation allowance is provided against deferred income tax assets in circumstances where management believes recoverability of a portion of the assets is not reasonably assured. (LOSS) PER SHARE (Loss) per share is computed by dividing net (loss) for the year by the weighted average number of shares outstanding. STATEMENT OF CASH FLOWS For purposes of this statement the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. USE OF ESTIMATES Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and F-6 10 CAPITAL GROUP ONE, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FEBRUARY 28, 2001 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES (CONTINUED) liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Accordingly, actual results could vary from the estimates that were assumed in preparing the financial statements. NOTE 3. RELATED PARTY TRANSACTIONS NOTE RECEIVABLE - STOCKHOLDER On March 15, 1997, the Company received a non-interest bearing note from the majority stockholder for the purchase of 1,200,000 common shares. The note was repaid on February 22, 2000. DUE TO STOCKHOLDER Due to stockholder consisted of non-interest bearing advances made by the majority stockholder for payment of professional and filing fees. The amount due to stockholder of $2,217 was reclassified to additional paid-in capital. NOTE 4. CAPITAL STOCK The Company has authorized 50,000,000 common shares with a par value of $.001 per share. As of February 28, 2001 and February 29, 2000, 2,200,000 common shares were issued and outstanding. F-7 11 PART 2 OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDINGS None ITEM 5. OTHER INFORMATION None 12 SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated June 13, 2001 CAPITAL GROUP ONE, INC. By: /s/ Mathew McNeally ---------------------- President CEO By: /s/ Ledyard DeWees ---------------------- Secretary

CAPITAL GROUP ONE INC 10-K