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Item 1. Financial Statements

2020-11-12 compared with 2020-05-11 · 92 added, 110 removed, 627 unchanged (24% of the section changed)

1 unchanged sentence

CAPITAL CORPORATION

of June 30, 2019 and March 31, 2020 (Unaudited)

LIABILITIES & EQUITY

of June 30, 2020 and September 30, 2020 (Unaudited)

June 30, 2020

September 30, 2020

LIABILITIES & STOCKHOLDERS EQUITY

Current Liabilities

Accounts Payable

Note Payable - Roran, net of debt discount

Interest Payable

Current Liabilities

$1.00 par value, 10,000,000 authorized, 1,915,548 shares issued and outstanding

Paid-In Capital

Convertible Note Payable - Roran, net of debt discount

Accrued Interest Payable

Total Current Liabilities

Total Liabilities

Stockholders Equity

Common Stock $1.00 par value, 10,000,000 authorized, 6,082,214 shares issued and outstanding

Additional Paid-In Capital

Accumulated Deficit

(17,813,690 )

(17,848,939 )

TOTAL LIABILITIES

Total Stockholders Equity

TOTAL LIABILITIES & STOCKHOLDERS EQUITY

the accompanying Notes, which are an integral part of these unaudited Financial Statements

1 unchanged sentence

OF OPERATIONS

the Three and Nine Months Ended March 31, 2020 and 2019

the Three Months Ended September 30, 2020 and 2019

Three Months Periods Ended

Nine Months Periods Ended

September 30,

Administrative Expenses

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OF STOCKHOLDERS’

the Three and Nine Months Ended March 31, 2020 and 2019

the Three Months Ended September 30, 2020 and 2019

($1 Par Value)

5 unchanged sentences

$ (17,848,939 )

Beneficial conversion feature

Net Loss for the period

Balance at December 31, 2019

$ (17,747,575 )

Beneficial conversion feature

Net Loss for the period

Balance at March 31, 2020

$ (17,772,365 )

Balance at June 30, 2019

$ (17,685,223 )

$ (10,655,587 )

Beneficial conversion feature

2 unchanged sentences

$ (17,720,680 )

$ (10,668,308 )

Beneficial conversion feature

Net Loss for the period

Balance at December 31, 2018

$ (28,190,625 )

$ (10,708,597 )

Beneficial conversion feature

Net Loss for the period

Balance at March 31, 2019

$ (28,245,337 )

$ (10,753,309 )

the accompanying Notes, which are an integral part of these unaudited Financial Statements

1 unchanged sentence

OF CASH FLOWS

the Nine Months Ended March 31, 2020 and 2019

the three Months Ended September 30, 2020 and 2019

OPERATING ACTIVITIES

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and has undertaken a search to identify the best possible candidate(s) in order to provide value to the shareholders of the Company.

Company has filed with the SEC an application pursuant to Section 8(f) of the Investment Company Act of 1940 for an order declaring

Company filed with the SEC an application pursuant to Section 8(f) of the Investment Company Act of 1940 for an order declaring

that the Company has ceased to be a registered investment company.

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Operating results

for the three and nine months ended March 31, 2020, are not necessarily indicative of the results that may be expected for the

year ending June 30, 2020.

for the three months ended September 30, 2020, are not necessarily indicative of the results that may be expected for the year

ending June 30, 2021.

For further information, refer to the audited financial statements and notes for the year ended June

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critical cash requirements.

The Company’s note payable to Roran, and related accrued interest, is due upon maturity in

June 2020, and the Company does not presently possess sufficient resources to satisfy these obligations.

For further discussion

of the advances made by Roran, see Notes 3 and 5.

The Company’s note payable to Roran, and related accrued interest, was due upon maturity in

June 2020 and the parties have agreed to extend maturity to December 31, 2020.

The Company does not presently possess sufficient

resources to satisfy its obligations.

For further discussion of the advances made by Roran, see Notes 3 and 4.

CAPITAL CORPORATION

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in facts and circumstances, historical experience, and reasonable assumptions.

After such evaluations, if deemed appropriate, those

estimates are adjusted accordingly.

After such evaluations, if deemed appropriate,

those estimates are adjusted accordingly.

results could differ from those estimates.

191 unchanged sentences

The debt discount has been amortized as interest expense through September

On December 13, 2019, the Company amended its Loan Agreement and Promissory Note with Roran as follows:

total amount to be loaned was increased to $250,000, and (ii) the maturity date was extended to June 19, 2020.

18, 2019 and February 6, 2020, Roran loaned the Company $15,000 on each date, and recorded a total corresponding debt

discount of $20,000 for the intrinsic value of the BCF.

As a result of the advances made pursuant to the Loan Agreement, the

Company has incurred total obligations of $202,558 as of March 31, 2020 (net of debt discounts and exclusive of accrued

On December 13, 2019, the Company amended its Loan Agreement Note with Roran as follows:

(i) the total amount to be

loaned was increased to $250,000, and (ii) the maturity date was extended to June 19, 2020.

The parties have verbally

extended the maturity date of the Loan Agreement and Note to December 31, 2020.

On June 8, 2020, Roran converted $124,500

principal amount of its promissory note with the Company and $25,500 of accrued and unpaid interest thereon, totaling

$150,000, into 4,166,666 shares of Company Common Stock at the stated conversion price per share of $0.036.

The remaining

balance due on the promissory note, as of the conversion date, was $104,838 in principal and $19,988 in interest.

result of the advances made pursuant to the Loan Agreement, the Company has incurred total obligations of $119,838 as of

September 30, 2020 (net of debt discounts and exclusive of accrued interest).

CAPITAL CORPORATION

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following amounts were owed to related parties affiliated with the CEO and Chairman of the Board, at the dates indicated:

March 31, 2020

Convertible Note Payable (See Note 3)

Interest on Convertible Note Payable

Note Payable (See Note 3)

on Convertible Note Payable

SUBSEQUENT EVENTS

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Management believes the capital markets have been negatively impacted by COVID-19,

which negatively impacts the Company's ability to consummate a merger transaction.

which negatively impacts the Company’s ability to consummate a merger transaction.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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except as required by law.

following discussion of the results of operations for the three and nine months ended March 31, 2020, and 2019, respectively,

should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere

in this Quarterly Report on Form 10-Q.

Our discussion includes forward-looking statements based upon current expectations that

involve risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of

events could differ materially from those anticipated in these forward-looking statements because of a number of factors.

An investment

in our common stock involves a high degree of risk.

Readers of this Quarterly Report on Form 10-Q should carefully consider the

risks set forth in the Risk Factors and Business sections of our Annual Report on Form 10-K for the year ended June 30, 2019,

filed with the SEC on September 30, 2019.

Our management has compiled the forward-looking statements specified in the following

information based on assumptions made by management and considered by management to be reasonable.

Our future operating results,

however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

following discussion of the results of operations for the three months ended September 30, 2020, and 2019, respectively, should

be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in

this Quarterly Report on Form 10-Q.

Our discussion includes forward-looking statements based upon current expectations that involve

risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of events could

differ materially from those anticipated in these forward-looking statements because of a number of factors.

An investment in

our common stock involves a high degree of risk.

Readers of this Quarterly Report on Form 10-Q should carefully consider the risks

set forth in the Risk Factors and Business sections of our Annual Report on Form 10-K for the year ended June 30, 2020, filed

with the SEC on September 25, 2020.

Our management has compiled the forward-looking statements specified in the following information

based on assumptions made by management and considered by management to be reasonable.

Our future operating results, however,

are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of

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May 2014, the Company effectively ceased operations.

The Company consented to a court order appointing the SBA as receiver of the

Company to marshal and liquidate in an orderly manner all of the Company’s assets.

That order also entered judgment in favor

of the United States of America, on behalf of the SBA, against the Company in the amount of $11,770,722.

The SBA was appointed

receiver effective May 28, 2014.

The Company consented to a court order appointing the SBA as receiver

of the Company to marshal and liquidate in an orderly manner all of the Company’s assets.

That order also entered judgment

in favor of the United States of America, on behalf of the SBA, against the Company in the amount of $11,770,722.

appointed receiver effective May 28, 2014.

the course of the Receivership, the activity of the Company was limited to the liquidation of the Company’s assets by the

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The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

market prices available in active markets for identical assets or liabilities as of the reporting date.

inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable

as of the reporting date.

inputs that are generally unobservable inputs and not corroborated by market data.

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly

observable as of the reporting date.

Pricing inputs that are generally unobservable inputs and not corroborated by market data.

assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or

40 unchanged sentences

or private offering, among other factors.

of Three and Nine Months Ended March 31, 2020, And 2019

the three and nine months periods ended March 31, 2020, and 2019, the Company did not have any operations, and therefore, there

were no revenues.

Expenses were limited to maintaining the Company in good standing and staying current, respectively, in its

filing obligations with the SEC.

of Three Months Ended September 30, 2020, And 2019

the three months periods ended September 30, 2020, and 2019, the Company did not have any operations, and therefore, there were

Expenses were limited to maintaining the Company in good standing and staying current, respectively, in its filing

obligations with the SEC.

Administrative

fees totaled $11,747 and $12,265 for the three months ended March 31, 2020, and 2019.

The decrease in professional fee expense

was primarily due to more efficient use of professionals.

fees totaled $44,198 and $42,365 for the nine months ended March 31, 2020, and 2019.

fees totaled $21,979 and $12,796 for the three months ended September 30, 2020, and 2019.

The increase in professional fee expense

was primarily due to the fees expended in converting the issuer from a 1940 Act Company to a 1934 Act Company.

expense totaled $13,043 and $42,447 for the three months ended March 31, 2020, and 2019.

The decrease in interest expense was

due to the loan forgiveness of the judgement payable which reduced the amount of interest due.

expense totaled $42,944 and $92,024 for the nine months ended March 31, 2020, and 2019.

The decrease in interest expense was due

to the loan forgiveness of the judgement payable which reduced the amount of interest due.

reported a net loss of $24,790 and $54,712 during the three months ended March 31, 2020, and 2019.

The decrease in net loss was

directly attributable to the decrease in interest expense.

reported a net loss of $87,142 and $134,389 during the nine months ended March 31, 2020, and 2019.

The decrease in net loss was

directly attributable to the decrease in interest expense.

expense totaled $13,270 and $22,661 for the three months ended September 30, 2020, and 2019.

The decrease in interest expense

was primarily due to the decrease in the amount owed under the Roran Note.

reported a net loss of $35,249 and $35,457 during the three months ended September 30, 2020, and 2019.

The decrease in net loss

was directly attributable to the decrease in interest expense.

and Capital Resources

have incurred recurring operating losses and negative operating cash flows in fiscal 2018 and through March 31, 2020, and we expect

to continue to incur losses and negative operating cash flows at least through the near future.

We have obtained funding through

a convertible loan facility of up to $250,000 to meet our most critical cash requirements, and of this amount, we have drawn approximately

$214,558 as of March 31, 2020.

The loan facility matures on June 19, 2020 and the Company does not presently possess

resources to repay related borrowings and accrued interest.

have incurred recurring operating losses and negative operating cash flows through September 30, 2020, and we expect to continue

to incur losses and negative operating cash flows at least through the near future.

We have obtained funding through a convertible

loan facility of up to $250,000 to meet our most critical cash requirements, and of this amount, approximately $130,162 remains

available to be drawn as of September 30, 2020.

The loan facility matured on June 19, 2020 and was verbally extended by

the parties to December 31, 2020.

The Company does not presently possess resources to repay related borrowings and accrued

a result of the aforementioned factors, management has concluded that there is substantial doubt about our ability to continue

3 unchanged sentences

Our financial statements as of and for the period ended

March 31, 2020, do not contain any adjustments for this uncertainty.

September 30, 2020, do not contain any adjustments for this uncertainty.

In response to our Company’s cash needs, we raised

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The costs of investigating and analyzing business

combinations for the next 12 months and beyond such time will be paid with money borrowed from Roran.

combinations for the next 12 months and beyond such time will be paid with money borrowed from Roran or other sources.

the next twelve months, we anticipate incurring costs related to (i) filing of Exchange Act reports;

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Business Targets.

March 31, 2020, we had only $11,087 cash on hand.

September 30, 2020, we had only $12,695 cash on hand.

Since we have no revenue or plans to generate any revenue, we will be dependent

1 unchanged sentence

Also, related party obligations totaling $143,857, which includes

convertible note outstanding and accrued interest payable, are outstanding as of March 31, 2020.

convertible note outstanding and accrued interest payable, are outstanding as of September 30, 2020.

December 2019, a novel coronavirus disease (“COVID-19”) was initially reported, and in March 2020, the World Health

9 unchanged sentences

Management believes the capital markets have been negatively impacted by COVID-19,

which negatively impacts the Company's ability to consummate a merger transaction.

which negatively impacts the Company’s ability to consummate a merger transaction.

Sheet Arrangements

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements