SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the transition period from __________________ to __________________
Commission File Number 0-24370
STANFORD CAPITAL CORPORATION
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(Exact Name of Registrant as specified in its Charter)
Delaware 33-0611748
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(State or other Jurisdiction of I.R.S. Employer Identification No.)
Incorporation or Organization
11637 Orpington Street, Orlando, FL 32817
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(Address of Principal Executive Offices) (Zip Code)
(407) 207-0400
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(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant (i) 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 (of for such shorter period that the
Registrant was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.
(1) Yes (2) No X
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Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as of the latest practicable date.
Common Stock, $.001 par value 3,996,925
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Title of Class Number of Shares outstanding at
May 28, 2004
STANFORD CAPITAL CORPORATION
(formerly Ecological Services, Inc.)
Index
Part I. Financial Information
Item 1. Financial Statements
Balance Sheets - December 31, 2003 (unaudited)
and March 31, 2003 (audited)................................ 3
Unaudited Statements of Loss - For the three months and nine
months Ended December 31, 2003 and 2002..................... 4
Unaudited Statement of Cash Flows - For the nine
months ended December 31, 2003 and 2002..................... 5
Notes to Unaudited Financial Statements..................... 6
Item 2. Management Discussion and Analysis or Plan of Operation..... 8
Item 3. Controls and Procedures..................................... 9
Part II. Other Information
Item 1. Legal Proceedings.......................................... 9
Item 2. Changes in Securities and Small Business Issuer Purchases
of Equity Securities....................................... 9
Item 3. Default Upon Senior Securities............................. 9
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information.......................................... 9
Item 6. Exhibits and Reports on Form 8-K........................... 9
Signatures.................................................. 10
Certifications
STANFORD CAPITAL CORPORATION
(formerly Ecological Services, Inc.)
(A Development Stage Company)
BALANCE SHEETS
Assets
December 31, 2003 March 31, 2003
---------------- ---------------
(unaudited) (audited)
CURRENT ASSETS:
Cash $ - $ -
Total current assets - -
----------- ----------
TOTAL ASSETS $ - $ -
----------- ----------
Liabilities and Stockholders' Equity
CURRENT LIABILITIES:
Account payable $ - $ -
----------- ----------
Total current liabilities - -
STOCKHOLDERS' EQUITY:
Preferred stock; $.001 par value, 1,000,000 shares
authorized no shares issued and outstanding - -
Common stock; $.001 par value, 50,000,000 shares
authorized 3,996,925 shares issued
and outstanding 3,997 3,997
Additional paid in capital 50,726 48,451
Deficit accumulated during the development
stage (54,723) (52,448)
----------- -----------
Total stockholders' equity - -
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
=========== ===========
3
STANFORD CAPITAL CORPORATION
(formerly Ecological Services, Inc.)
(A Development Stage Company)
STATEMENTS OF LOSS
(Unaudited)
For the Three Months For the Nine Months Cumulative
Ended December 31, Ended December 31, During the
2003 2002 2003 2002 Development Stages
------ ------ ------ ------ --------------------
Revenue $ - $ - $ - $ - $ -
Expenses:
General and
administrative - 4,565 2,275 31,024 54,460
Amortization - - - - 263
------ -------- -------- --------- ---------
Total expenses - 4,565 2,275 31,024 54,723
------ -------- -------- --------- ---------
Net loss before
taxes - (4,565) (2,275) (31,024) (54,723)
Provision for
income taxes - - - - -
------ -------- -------- --------- ---------
Net loss $ ( -) $ (4,565) $(2,275) $(31,024) $(54,723)
====== ======== ======== ========= =========
Loss per
share $(0.00) $(0.00) $(0.00) $(0.01)
======= ======== ======== =========
Weighted average
number of shares
outstanding 3,996,925 3,996,925 3,996,925 3,996,925
=========== ========== =========== ===========
4
STANFORD CAPITAL CORPORATION
(formerly Ecological Services, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
For the nine months ended During the
December 31
2003 2002 Development Stage
-------- ------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,275) $(31,024) $(54,723)
Adjustments to reconcile net loss to cash
used in operating activities:
Expenses paid by a shareholder 2,275 19,565 30,413
Amortization expense - - 263
Changes in assets and liabilities:
Accounts payable - 357 -
--------- --------- ---------
Net cash used by operating activities - (21,816) (24,047)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Organizational costs - - (263)
--------- --------- ---------
Net cash used by investing activities - - (263)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - - 19,985
Contribution capital - - 4,325
--------- --------- ---------
Net cash provided by financing activities - - 24,310
--------- --------- ---------
Net decrease in cash 0 11,816 -
Cash at beginning of year - 11,816 -
--------- --------- ---------
Cash at end of year $ - $ - $ -
========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION
Noncash transactions
Conversion of note payable to stock $ - $ - $ 1,277
5
STANFORD CAPITAL CORPORATION
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description to Business
The Company was incorporated under the laws of the State of Delaware on
June 11, 1992, the for purpose of seeking out business opportunities,
including acquisitions. The Company is in the development stage and will be
very dependent on the skills, talents, and abilities of management to
successfully implement its business plan. Due to the Company's lack of
capital, it is likely that the Company will not be able to compete with
larger and more experienced entities for business opportunities in which
the Company may participate will likely be highly risky and speculative.
Since inception, the Company's activities have been limited to
organizational matters. Organizational costs have been fully amortized.
On May 28, 1998, the Company changed its name from Plasmatronic
Technologies, Inc. to Ecological Services, Inc. and on January 3, 2003
changed its name to Stanford Capital Corporation.
Interim Financial Information
The Company, without audit, has prepared the accompanying financial
statements. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the
financial position, results of operation and cash flow at December 31, 2003
and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principals have been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto for the year ended March 31, 2003 included in
the Company's 10-KSB. The results of operations for the periods ended
December 31, 2003 and 2002 are not necessarily indicative of the operating
results for the full year.
Basis of Accounting
The financial statements of the Company have been prepared on the accrual
basis of accounting.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity
of three months or less to be cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
6
STANFORD CAPITAL CORPORATION
(formerly Ecological Services, Inc.)
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
The fiscal year end of the Company is March 31, and an income tax return
has not been filed. However, if an income tax return had been filed, the
Company would have a net operating loss carry forward of $54,723 that would
begin expiring in the year 2010.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
Stanford Capital Corporation, (formerly Ecological Services, Inc.) a
Delaware corporation, (the "Company") was incorporated under the laws of the
State of Delaware on June 11, 1992. Since the Company's incorporation, it has
had limited activity and currently has no operations.
The Company is currently looking for a business opportunity. The Company
intends to take advantage of any reasonable business proposal presented which
management believes will provide the Company and its stockholders with a viable
business opportunity. The board of directors will make the final approval in
determining whether to complete any acquisition, and unless required by
applicable law, the articles of incorporation, bylaws or by contract,
stockholders' approval may not be sought.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and other
instruments will require management time and attention and will require the
Company to incur costs for payment of accountants, attorneys, and others. If a
decision is made not to participate in or complete the acquisition of a specific
business opportunity the costs incurred in a related investigation will not be
recoverable. Further, even if agreement is reached for the participation in a
specific business opportunity by way of investment or otherwise, the failure to
consummate the particular transaction may result in the loss to the Company of
all related costs incurred.
Currently management is not able to determine the time or resources that
will be necessary to complete the participation in or acquisition of any future
business prospect. There is no assurance that the Company will be able to
acquire an interest in any such prospects, products or opportunities that may
exist or that any activity of the Company, regardless of the completion of any
participation in or the acquisition of any business prospect, will be
profitable.
For the nine months ended December 31, 2003 the Company incurred
professional fees of $2,275 related to its SEC filings. For the corresponding
period of the prior year, the Company incurred professional fees of $31,024 as
it completed a number of delinquent SEC filings. The Company had no revenue for
either period.
Liquidity and Capital Resources
As of December 31, 2003, the Company had no assets and no liabilities. The
Company has only incidental ongoing expenses primarily associated with
maintaining its corporate status and professional fees for the filing of its SEC
reports. The Company will continue to incur cost associated with maintaining its
filing obligations with the Securities and Exchange Commission and maintaining
its corporate status.
Management anticipates that the Company will incur more cost including
legal and accounting fees to locate and complete a merger or acquisition. The
Company will have to rely on management and principal shareholders to assist in
paying for any major expenses. Presently, no one is obligated to provide any
further funds to the Company.
8
If and when the Company locates a business opportunity, management of the
Company will give consideration to the dollar amount of that entity's profitable
operations and the adequacy of its working capital in determining the terms and
conditions under which the Company would consummate such an acquisition.
Potential business opportunities, no matter which form they may take, will most
likely result in substantial dilution for the Company's shareholders as it has
only limited capital and no operations.
The Company has had no employees since its inception and does not intend to
employ anyone in the future, unless its present business operations were to
change. The president of the Company is providing the Company with a location
for its offices on a "rent free basis" and no cash salaries or other form of
cash compensation are being paid by the Company for the time and effort required
by management to run the Company. The Company does intend to reimburse its
officers and directors for out of pocket cost.
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Our chief executive
officer and our chief financial officer, after evaluating the effectiveness of
the Company's "disclosure controls and procedures" (as defined in the Securiteis
Exchange Act of 1934 Rule 13a-14(c) and 15-d-14(c) as of a date (the "Evaluation
Date") within 90 days before the filling date of this quarterly report, have
concluded that as of the Evaluation Date, our disclosure controls and procedures
were adequate and designed to ensure that material information relating to us
and our consolidated subsidiaries would be made known to them by others within
those entities.
(c) Changes in internal controls. There were no significant changes in our
internal controls or to our knowlege, in other factors that could significantly
affect our disclosure controls and procedures subsequent to the Evaluation Date.
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
9
a) Exhibits
None
b) Reports on Form 8-K
None
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STANFORD CAPITAL CORPORATION
Dated: June 2, 2004 By: /s/ Charles Camorata
-----------------------------
Charles Camorata
President, Chief Executive
Officer
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CERTIFICATIONS
I, Charles Camorata, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Stanford Capital
Corporation;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
1. The registrant's other certifying officers and I are responsible for
establishing and maintaining
2. 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 annual 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
annual report (the "Evaluation Date"); and
c) presented in this annual 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
annual 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.
Dated: June 2, 2004
By: /s/ Charles Camorata
------------------------
Charles Camorata
Chief Executive Officer
11
I, Karen Pollino , certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Stanford Capital
Corporation;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying 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 annual 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
annual report (the "Evaluation Date"); and
c) presented in this annual 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
annual 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.
Dated: June 2, 2004
By: /s/ Karen Pollino
-----------------------
Karen Pollino
Chief Financial Officer
12
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF TEHE SARBANES-OXLEY ACT OF 2002
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I, Charles Camorata, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Stanford Capital Corporation; on Form 10-QSB for the quarterly period
ended December 31, 2003 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-QSB fairly presents in all material respects the financial
condition and results of operations of Stanford Capital Corporation.
By: /s/ Charles Camorata
----------------------------
Name: Charles Camorata
Title: Chief Executive Officer
June 2, 2004
13
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF TEHE SARBANES-OXLEY ACT OF 2002
--------------------------------------------------------------------------------
I, Karen Polino, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Stanford Capital Corporation; on Form 10-QSB for the quarterly period
ended December 31, 2003 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-QSB fairly presents in all material respects the financial
condition and results of operations of Stanford Capital Corporation.
By: /s/ Karen Pollino
------------------------------
Name: Karen Pollino
Title: Chief Financial Officer
June 2, 2004
14