Filed On 1/29/08 11:53am ET · SEC File 333-140806 · Accession Number 1255294-8-89
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
1/29/08 Capital City Energy Group/Inc 10KSB 10/31/07 5:72 Cane Clark LLP
Document/Exhibit Description Pages Size
1: 10KSB Mainbody HTML 261K
2: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 56K
3: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 11K
4: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 11K
5: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 7K
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- Alternative Formats (RTF, XML, et al.)
- Certain Relationships and Related Transactions, and Director Independence
- Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
- Consolidated Balance Sheets as of October 31, 2007 and 2006
- Consolidated Statement of Stockholders Equity (Deficit) and Comprehensive Loss for period from November 1, 2005 (Inception) to October 31, 2007
- Consolidated Statements of Cash Flows -- Year Ended October 31, 2007 and 2006 and period from November 1, 2005 (Inception) to October 31, 2007
- Consolidated Statements of Operations Year Ended October 31, 2007 and 2006 and period from November 1, 2005 (Inception) to October 31, 2007
- Controls and Procedures
- Description of Business
- Description of Property
- Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act
- Executive Compensation
- Exhibits
- F-1
- F-2
- F-3
- F-4
- F-5
- F-6
- Financial Statements
- Item 1
- Item 10
- Item 11
- Item 12
- Item 13
- Item 14
- Item 2
- Item 3
- Item 4
- Item 5
- Item 6
- Item 7
- Item 8
- Item 8A
- Item 8B
- Item 9
- Legal Proceedings
- Management s Discussion and Analysis or Plan of Operation
- Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
- Notes to Consolidated Financial Statements
- Other Information
- Principal Accountant Fees and Services
- Report of Independent Registered Public Accounting Firm
- Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
- Submission of Matters to a Vote of Security Holders
- Table of Contents
- Year Ended October 31, 2007 and 2006 and period from November 1, 2005 (Inception) to October 31, 2007
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| 1 | 1st Page
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| " | Table of Contents
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| " | Item 1
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| " | Description of Business
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| " | Item 2
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| " | Description of Property
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| " | Item 3
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| " | Legal Proceedings
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| " | Item 4
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| " | Submission of Matters to a Vote of Security Holders
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| " | Item 5
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| " | Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
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| " | Item 6
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| " | Management s Discussion and Analysis or Plan of Operation
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| " | Item 7
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| " | Financial Statements
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| " | F-1
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| " | Report of Independent Registered Public Accounting Firm
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| " | F-2
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| " | Consolidated Balance Sheets as of October 31, 2007 and 2006
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| " | F-3
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| " | Consolidated Statements of Operations Year Ended October 31, 2007 and 2006 and period from November 1, 2005 (Inception) to October 31, 2007
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| " | F-4
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| " | Consolidated Statement of Stockholders Equity (Deficit) and Comprehensive Loss for period from November 1, 2005 (Inception) to October 31, 2007
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| " | F-5
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| " | Consolidated Statements of Cash Flows -- Year Ended October 31, 2007 and 2006 and period from November 1, 2005 (Inception) to October 31, 2007
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| " | F-6
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| " | Notes to Consolidated Financial Statements
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| " | Item 8
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| " | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
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| " | Item 8A
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| " | Controls and Procedures
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| " | Item 8B
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| " | Other Information
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| " | Item 9
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| " | Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act
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| " | Item 10
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| " | Executive Compensation
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| " | Item 11
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| " | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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| " | Item 12
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| " | Certain Relationships and Related Transactions, and Director Independence
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| " | Item 13
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| " | Exhibits
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| " | Item 14
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| " | Principal Accountant Fees and Services
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This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-KSB
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[X]
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
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For
the fiscal year ended October
31, 2007 |
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[ ]
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT |
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For
the transition period from _________ to ________
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CAPITAL
CITY ENERGY
GROUP, INC.
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(Name
of small business issuer in its charter)
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20-5131044
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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11741
Costa Blanca
Ave. Las Vegas, NV
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89135
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(Address
of principal executive offices)
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(Zip
Code)
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Issuer’s
telephone number: (702)
592-8737
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registered under Section 12(b) of the Exchange Act: |
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Title
of each class
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Name
of each exchange on which registered
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None
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Not
Applicable
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registered under Section 12(g) of the Exchange Act: |
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None
(Title
of class)
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Check
whether the Issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Securities Exchange Act during the past 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
[ ]
Check
if
disclosure of delinquent filers in response to Item 405 of Regulation S-B is
not
contained in this form, and no disclosure will be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment
to
this Form 10-KSB [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [X] No
[ ]
State
issuer’s revenue for its most recent fiscal year. $1,893
State
the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of
such
common equity, as of a specified date within the past 60
days. Not Available
State
the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date. 9,960,000 Common Shares as
of October
31, 2007
Transitional
Small Business Disclosure Format (Check One): Yes: __; No X
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PART
I
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PART
II
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PART
III
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PART
I
I tem
1. Description of Business
Overview
We
were
formed on June 27, 2006 to engage in the business of designing, marketing and
distributing handcrafted baby blankets and other accessories made from quality
fabrics. Our business operations have been conducted through our wholly owned
subsidiary, Baby Dot LLC, a limited liability company incorporated under the
laws of the State of Nevada. On August 15, 2006, we acquired Baby Dot, LLC
from
Ms. Jennie Slade, our officer and director, in exchange for 2,000,000 shares
of
our common stock. In that acquisition, we acquired all assets of the limited
liability company, including our website, an existing but limited inventory
of
products, and all rights to the BabyDot designs.
Through
our subsidiary, we introduced our blanket products in November of 2005, starting
with our large 40” by 40” blanket, and later with our smaller 30” by 30”
blanket. Our business strategy was to sell quality blankets to the premium
market in order to generate higher gross margins and offer significant growth
potential. We have sought to indentify a brand image based on superior fabric
designs, quality and style. We have carefully selected stylish modern prints
and
fabrics that we manufactured into a comfortable line of baby blankets. To make
our products stand out from others, we have labeled our blankets with a BabyDot
logo and design and hand-wrapped them with a satin ribbon prior to
delivery.
Because
we have not had enough product demand to necessitate large scale manufacturing,
our strategy has been to hire talented woman to handcraft each blanket, the
majority of which are stay-at-home moms. Every product has been made with great
care and attention to detail. Our top priority was a happy
consumer.
Since
our
inception, we have sought to diversify our product line. We have added several
products, including children’s clothing, bibs, burp cloths, hats, and other baby
accessories. We have also expanded our business to include baby announcements
of
births, blessings, birthdays, and other important events. Yet despite our
efforts to grow, we have only achieved limited sales to date. Our limited sales
since November 2005 have largely been the result of the personal efforts of
our
President, CEO and Director, Ms. Jennie Slade. We developed a website and blog
to promote our products, but the bulk of our sales were the result of word
of
mouth marketing and small vendor shows.
Because
demand for our products has been very limited, we have put a hold on our search
to develop large-scale manufacturing from third party sources. In order to
reserve needed capital to survive, we have also halted specific plans to
implement our business plan, including expanding the creativity and
functionality of our website, attending the ABC Kids Expo, and other
plans.
As
of the
date of this annual, we are unsure whether our business will continue as a
going
concern. We have very limited revenues, and the bulk of our cash is from
investor funds, which is slowly being depleting with operating expenses
associated with running our business and fulfilling our reporting obligations
as
a public company.
With
these obstacles, our board of directors has rethought moving forward with
the
company’s current line of business and is considering other
options. Our management is now actively looking for other business
opportunities for us to pursue. We have entered into negotiations to acquire
the
business operations of Capital City Petroleum, Inc., a Delaware corporation
(“CCP”). Moving forward in this direction, on January 21, 2007, we changed our
name to Capital City Energy Group, Inc., a Nevada corporation. On January
24,
2008, we also filed a Certificate of Designation with the Nevada Secretary
of
State relating to the establishment of Series A Preferred Stock. The Certificate
of Designation sets forth the voting powers, designations, preferences,
limitations and relative rights of the Series A Preferred Stock. A copy of
the
Certificate of Designation is attached to this Annual Report as Exhibit 3.1
and
is incorporated herein by reference.
Notwithstanding
the name change, the establishment of a series of preferred stock and extensive
negotiations with CCP, we still have not finalized an acquisition transaction
with that company. We anticipate that should such an opportunity arise, our
business direction will change. There can be no assurance that our efforts
to
acquire such an opportunity will be successful.
Item
2. Description of Property
We
own no real property. We maintain our corporate
office at
11741 Costa Blanca
Ave. Las Vegas, NV. Our President, CEO
and Director, Ms.
Jennie Slade, provides this space to our company free of
charge.
I tem
3. Legal Proceedings
We
are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
I tem
4. Submission of Matters to a Vote of Security
Holders
No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended October 31, 2007.
PART
II
Item
5. Market for Common Equity and Related Stockholder
Matters and Small Business Issuer Purchases of Equity
Securities
Market
Information
Our
common stock is currently quoted on
the OTC Bulletin Board(“OTCBB”),
which is sponsored by the
NASD. The OTCBBis
a network of security dealers who buy
and sell stock. The dealers are connected by a computer network that
provides information on current "bids" and "asks", as well as volume
information. Our shares are quoted on the OTCBBunder
the symbol “BBYD.OB.”
The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the
OTCBB. These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions.
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Quarter
Ended
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High
$
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Low
$
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n/a
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n/a
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$0
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$0
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Penny
Stock
The
SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities
with
a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains
a
description of the nature and level of risk in the market for penny stocks
in
both public offerings and secondary trading; (b) contains a description of
the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains
a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule
or
regulation.
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock;
(b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid
and
ask
prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statement
showing the market value of each penny stock held in the customer's
account.
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment
for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.
These
disclosure requirements may have the effect of reducing the trading activity
for
our common stock. Therefore, stockholders may have difficulty selling our
securities.
Holders
of Our Common Stock
As
of
October 31, 2007, we had approximately thirty (30) holders of record of our
common stock.
Dividends
There
are
no restrictions in our articles of incorporation or bylaws that restrict us
from
declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend:
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1.
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We
would not be able to pay our debts as they become due in the usual
course
of business; or
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2.
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Our
total assets would be less than the sum of our total liabilities,
plus the
amount that would be needed to satisfy the rights of shareholders
who have
preferential rights superior to those receiving the distribution.
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Recent
Sales of Unregistered Securities
None.
Securities
Authorized for Issuance Under Equity Compensation Plans
We
have
no equity compensation plans.
I tem
6. Management’s
Discussion and Analysisor Plan of
Operation
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. We intend such
forward-looking statements to
be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including
this statement for purposes of
complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject
to
risks and uncertainties which may cause actual results to differ materially
from
the forward-looking statements. Our
ability to predict results or the
actual effect of future
plans or strategies is inherently uncertain. Factors
which could have a material
adverse affect on our
operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability
of capital,
interest rates, competition, and
generally accepted accounting
principles. These risks and uncertainties should also be
considered in evaluating
forward-looking statements and undue reliance should not be placed on
such
statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise. Further
information concerning our
business, including additional factors
that could materially
affect our
financial results, is included herein
and in our
other filings with the SEC.
Plan
of Operation in the Next 12 Months
We
currently have limited business activities. While we still plan to offer our
products to purchasing consumers, our long term plan is to identify and evaluate
other business opportunities and make arrangements to acquire one that is
consistent with our expertise and income needs. At the present time, we have
not
identified any other business opportunities that management believes is
consistent with our expertise and income needs.
We
can
provide no assurance that we will be successful in finding other business
opportunities due to our limited working capital. We anticipate that if we
are
successfully able to identify a business opportunity, we will require additional
financing in order to enable us to complete the acquisition. However, we can
provide no assurance that if we pursue additional financing we will receive
any
financing.
We
currently have forecasted the expenditure of approximately $20,000 during the
next six to twelve months in order to remain in compliance with the reporting
requirements of the Securities Exchange Act of 1934 and to identify additional
businesses for acquisition. The completion of our business plan for the next
12
months is contingent upon us obtaining additional financing. If
we
are
unable to obtain additional financing, our business plan will be significantly
impaired. We do not have any formal commitments or arrangements for the sales
of
stock or the advancement or loan of funds. Without the necessary cash flow,
we
will not be able to pursue our plan of operations until such time as the
necessary funds are raised in the equity securities market. If we are successful
and identify a business to acquire, we will need additional financing to
complete this acquisition.
We
do not
anticipate purchasing any real property or significant equipment during the
next
12 months.
At
the
present time we have no employees other than our sole officer and director,
Ms.
Jennie Slade. We do not anticipate hiring any employees until such time as
we
are able to acquire any additional businesses.
We
generated $1,893 in revenue for the year ended October 31, 2007, compared with
$
1,880 for the same period ended October 31, 2006. Our revenue during both
periods was generated by sales of our BabyDot blankets and baby-accessory
products.
Our
cost
of goods sold was $1,863 for the year ended October 31, 2007, as opposed to
$1,016 for the same period ended 2006. Our gross profits were negligible for
both periods and suggest that our business plan may not be viable in the long
term.
We
incurred operating expenses in the amount of $17,412 for the year ended October
31, 2007, compared to $6,489 for the same period ended 2006. These operating
expenses are primarily attributable to general and administrative expenses
associated with the development of our business, legal expenses, and consulting
fees.
The
drastic increase in operating expenses for the year ended October 31, 2007,
compared with the same period in 2006 is a result of management’s use of
proceeds, acquired in our private equity offering in late 2006, to grow and
develop our business. Increased funds were also used to pay for the increased
expenses associated with being a reporting company under the Securities Exchange
Act of 1934.
We
incurred a loss in the amount of $17,382 for the year ended October 31, 2007,
compared to $5,625 for the same period ended 2006.
Liquidity
and Capital Resources
As
of
October 31, 2007, we had total current assets of $7,131. Our total current
liabilities as of October 31, 2007 were $8,999. Thus, we had a working capital
deficit of $1,868 as of October 31, 2007. As demonstrated above, we expect
to
spend upwards of $20,000 during the next six to twelve months in order to remain
in compliance with the reporting requirements of the Securities Exchange Act
of
1934 and to identify additional businesses for acquisition.
We
currently do not have enough cash to satisfy our minimum cash requirements
for
the next twelve months. This raises substantial doubt about our ability to
continue as a going concern. Our ability to continue as a going concern is
dependent on our ability to raise additional capital based upon the company’s
desired plan of operation. Our financial statements do not include any
adjustments that might be necessary if we are unable to continue as a going
concern.
As
discussed above, the completion of our business plan for the next 12 months
is
contingent upon us obtaining additional financing. We do not anticipate meeting
the financing requirements of our current business plan. Thus, we are currently
negotiating to acquire other business opportunities, unrelated to our current
business operations. We anticipate that we will also need additional financing
to acquire another business. If we are unable to obtain additional financing,
our business plan and our ability to acquire another business and continue
as a
going concern will be significantly impaired. We do not have any formal
commitments or arrangements for the sales of stock or the advancement or loan
of
funds. Without the necessary cash flow, we will not be able to pursue our plan
of operations or any plan of operations until such time as the necessary funds
are raised in the equity securities market.
Off
Balance Sheet Arrangements
Going
Concern
The
Company’s financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue
as
a going concern. The ability of the Company to continue as a going concern
is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
In
order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management’s plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or
debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
I tem
7. Financial Statements
Index
to
Financial Statements:
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Audited
Financial Statements:
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MOORE
&
ASSOCIATES,
CHARTERED
ACCOUNTANTS
AND
ADVISORS
REPORT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Board of
Directors
Capital
City Energy Group,
Inc.
(fka
The Baby Dot
Company)
Las
Vegas, Nevada
We
have audited the accompanying balance
sheet of Capital City
Energy Group, Inc. (fka The Baby Dot Company)as of October
31, 2007
and 2006 and the related statements
of operations, stockholders'
equity (deficit)and
cash flows
for the years ended October
31, 2007
and 2006 and from inception on
November 1, 2005 through October 31, 2007. 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 the standards of the Public Company Accounting
Oversight Board in the
United States of
America. 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 City Energy
Group, Inc. (fka The
Baby Dot Company)as of
October
31, 2007 and
2006 and the results of
its
operations and
its cash flows for the years ended
October 31,
2007 and
2006 and from inception on November
1, 2005 through October 31, 2007 in conformity with
accounting principles generally
accepted in the United States of America.
The
accompanying financial statements
have been prepared assuming the Company will continue as a going concern.
However, in order for the Company to continue as a going concern, the
Company will need, among other things, additional capital resources and developing a consistent
source of revenues. Management's
plans regarding those matters are described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/
Moore & Associates,
Chartered
Las
Vegas, Nevada
(FKA
THE BABY DOT
COMPANY)
(A
Development Stage
Company)
Balance
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|
Cash
|
$ |
7,131 |
|
|
$ |
5,014 |
|
Prepaid
expenses
|
|
- |
|
|
|
5 |
|
Inventory
|
|
- |
|
|
|
1,147 |
| |
|
|
|
|
|
|
|
Total
Current
Assets
|
|
7,131 |
|
|
|
6,166 |
| |
|
|
|
|
|
|
|
PROPERTY
AND EQUIPMENT,
net
|
|
661 |
|
|
|
- |
| |
|
|
|
|
|
|
|
TOTAL
ASSETS
|
$ |
7,792 |
|
|
$ |
6,166 |
| |
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Accounts
payable
|
$ |
1,250 |
|
|
$ |
2,303 |
|
Advances
from related
parties
|
|
7,749 |
|
|
|
2,488 |
| |
|
|
|
|
|
|
|
Total
Current
Liabilities
|
|
8,999 |
|
|
|
4,791 |
| |
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
(DEFICIT)
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Common
stock: $0.001 par value;
90,000,000
shares authorized, 9,960,000 and 7,000,000
shares issued and outstanding, respectively
|
|
9,960 |
|
|
|
7,000 |
|
Additional
paid-in
capital
|
|
11,840 |
|
|
|
- |
|
Deficit
accumulated during the
development stage
|
|
(23,007) |
|
|
|
(5,625) |
| |
|
|
|
|
|
|
|
Total
Stockholders' Equity (Deficit)
|
|
(1,207) |
|
|
|
1,375 |
| |
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
|
$ |
7,792 |
|
|
$ |
6,166 |
The
accompanying
notes are an integral part of these financial
statements.
(FKA
THE BABY DOT
COMPANY)
(A
Development Stage
Company)
Statements
of
Operations
| |
For
the Year
Ended
October
31,
|
|
|
| |
|
|
2006
|
|
2007
|
| |
|
|
|
|
|
|
REVENUES
|
$ |
1,893 |
|
$ |
1,880 |
|
$ |
3,773 |
|
COST
OF
SALES
|
|
1,863 |
|
|
1,016 |
|
|
2,879 |
|
GROSS
MARGIN
|
|
30 |
|
|
864 |
|
|
894 |
| |
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
General
and
administrative
|
|
17,412 |
|
|
6,489 |
|
|
23,901 |
| |
|
|
|
|
|
|
|
|
|
Total
Operating
Expenses
|
|
17,412 |
|
|
6,489 |
|
|
23,901 |
| |
|
|
|
|
|
|
|
|
|
NET
LOSS
|
$ |
(17,382) |
|
$ |
(5,625) |
|
$ |
(23,007) |
| |
|
|
|
|
|
|
|
|
|
BASIC
LOSS PER
SHARE
|
$ |
(0.00) |
|
$ |
(0.00) |
|
|
|
| |
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE SHARES OUTSTANDING
|
|
8,986,849 |
|
|
2,797,260 |
|
|
|
The
accompanying
notes are an integral part of these financial
statements.
(FKA
THE BABY DOT
COMPANY)
(A
Development Stage
Company)
Statements
of Stockholders' Equity
(Deficit)
| |
Common
Stock
|
|
|
|
Deficit
Accumulated
During
the
Development
|
|
|
| |
Shares
|
|
|
Amount
|
|
Capital
|
|
Stage
|
|
Equity
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for
cash at $0.001 per share
|
|
5,000,000 |
|
|
|
5,000 |
|
|
- |
|
|
- |
|
|
5,000 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for services at
$0.001 per share
|
|
2,000,000 |
|
|
|
2,000 |
|
|
- |
|
|
- |
|
|
2,000 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
- |
|
|
(5,625) |
|
|
(5,625) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000,000 |
|
|
|
7,000 |
|
|
- |
|
|
(5,625) |
|
|
1,375 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for
cashat $0.005 per share
|
|
2,960,000 |
|
|
|
2,960 |
|
|
11,840 |
|
|
- |
|
|
14,800 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
- |
|
|
(17,382) |
|
|
(17,382) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,960,000 |
|
|
$ |
9,960 |
|
$ |
11,840 |
|
$ |
(23,007) |
|
$ |
(1,207) |
The
accompanying
notes are an integral part of these financial
statements.
(FKA
THE BABY DOT
COMPANY)
(A
Development Stage
Company)
Statements
of Cash
Flows
| |
For
the Year
Ended
October
31,
|
|
|
| |
|
|
2006
|
|
2007
|
| |
|
|
|
|
|
|
CASH
FLOWS FROMOPERATING
ACTIVITIES
|
|
|
|
|
|
| |
|
|
|
|
|
|
Net
loss
|
$ |
(17,382) |
|
$ |
(5,625) |
|
$ |
(23,007) |
|
Adjustments
to reconcile net loss
tonet
cash used by operating
activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
expense
|
|
11 |
|
|
- |
|
|
11 |
|
Common
stock issued for
services
|
|
- |
|
|
2,000 |
|
|
2,000 |
|
Changes
in operatingassets
and
liabilities:
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in
inventory
|
|
1,147 |
|
|
(1,147) |
|
|
- |
|
(Increase)
decrease in prepaid
expenses
|
|
5 |
|
|
(5) |
|
|
- |
|
Increase
(decrease) in accounts
payable
|
|
(1,053) |
|
|
2,303 |
|
|
1,250 |
| |
|
|
|
|
|
|
|
|
|
Net
Cash Used by Operating Activities
|
|
(17,272) |
|
|
(2,474) |
|
|
(19,746) |
| |
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Property
and equipment
purchased
|
|
(672) |
|
|
- |
|
|
(672) |
| |
|
|
|
|
|
|
|
|
|
Net
Cash Used by Operating
Activities
|
|
(672) |
|
|
- |
|
|
(672) |
| |
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from common stock
issued
|
|
14,800 |
|
|
5,000 |
|
|
19,800 |
|
Increase
in advances from related
parties
|
|
5,261 |
|
|
2,488 |
|
|
7,749 |
| |
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Financing Activities
|
|
20,061 |
|
|
7,488 |
|
|
27,549 |
| |
|
|
|
|
|
|
|
|
|
NET
DECREASE IN
CASH
|
|
2,117 |
|
|
5,014 |
|
|
7,131 |
| |
|
|
|
|
|
|
|
|
|
CASH
AT BEGINNING OF
PERIOD
|
|
5,014 |
|
|
- |
|
|
- |
| |
|
|
|
|
|
|
|
|
|
CASH
AT END OF
PERIOD
|
$ |
7,131 |
|
$ |
5,014 |
|
$ |
7,131 |
| |
|
|
|
|
|
|
|
|
|
SUPPLIMENTAL
DISCLOSURES OF
CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
CASH
PAID
FOR:
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Interest
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
Income
Taxes
|
$ |
- |
|
$ |
- |
|
$ |
- |
The
accompanying
notes are an integral part of these financial
statements.
(FKA
THE BABY DOT COMPANY)
(A
Development Stage Company)
Notes
to
Financial Statements
1.
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
The
Capital City Energy Group, Inc. (fka BabyDot Company) was incorporated in
the
State of Nevada on June 27, 2006. The Company’s fiscal year end is October
31. The Company is engaged in the business of designing, marketing
and distributing handcrafted baby blankets and other accessories made from
quality fabrics. On August 15, 2006, the Company acquired its
operating entity, Baby Dot, LLC, a Nevada limited liability company, from
Ms.
Jennie Slade in consideration for 2,000,000 shares of the Company’s common
stock. In that acquisition, the Company acquired all assets of the limited
liability company, including a website, an existing but limited inventory
of
products, and all rights to the BabyDot designs.
Use
of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to
make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Basic
(Loss) per Common
Share
Basic
(loss) per share is calculated by dividing the Company’s net loss applicable to
common shareholders by the weighted average number of common shares during
the
period. Diluted earnings per share is calculated by dividing the Company’s net
income available to common shareholders by the diluted weighted average number
of shares outstanding during the year. The diluted weighted average number
of
shares outstanding is the basic weighted number of shares adjusted for any
potentially dilutive debt or equity. There are no such common stock equivalents
outstanding as of October 31, 2007 and 2006.
| |
For
the
Year
Ended
|
|
For
the
Year
Ended
|
|
Loss
(numerator)
|
$ |
(17,382) |
|
$ |
(5,625) |
|
Shares
(denominator)
|
|
8,986,849. |
|
|
2,797,260 |
|
Per
share amount
|
$ |
(0.00) |
|
$ |
(0.00) |
Revenue
Recognition
The
Company recognizes revenue when products are fully delivered or services
have
been provided and collection is reasonably assured.
CAPITAL
CITY ENERGY GROUP, INC.
(FKA
THE BABY DOT COMPANY)
(A
Development Stage Company)
Notes
to
Financial Statements
1.
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
Advertising
Costs
The
Company’s policy regarding advertising is to expense advertising when incurred.
The Company had not incurred any advertising expense as of October 31,
2007.
Cash
and Cash
Equivalents
For
purposes of the Statement of Cash Flows, the Company considers all highly
liquid
instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.
Income
Taxes
The
Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109
Requires
the use of an asset and liability approach in accounting for income taxes.
Deferred tax assets and liabilities are recorded based on the differences
between the financial statement and tax bases of assets and liabilities and
the
tax rates in effect when these differences are expected to reverse. The
Company’s predecessor operated as entity exempt from Federal and State income
taxes.
SFAS
No.
109 requires the reduction of deferred tax assets by a valuation allowance
if,
based on the weight of available evidence, it is more likely than not that
some
or all of the deferred tax assets will not be realized.
The
provision for income taxes differs from the amounts which would be provided
by
applying the statutory federal income tax rate of 34% to the net loss before
provision for income taxes for the following reasons:
| |
For
the Year Ended
|
|
For
the Year Ended
|
|
Income
tax expense at statutory rate
|
$ |
5,910. |
|
$ |
1,913) |
|
Common
stock issued for services
|
|
- |
|
|
(680) |
|
Valuation
allowance
|
|
(5,910) |
|
|
(1,233) |
|
Income
tax expense per books
|
$ |
-. |
|
$ |
-. |
CAPITAL
CITY ENERGY GROUP, INC.
(FKA
THE BABY DOT COMPANY)
(A
Development Stage Company)
Notes
to
Financial Statements
1.
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
Income
Taxes
(Continued)
Net
deferred tax assets consist of the following components as of:
| |
|
|
|
|
Deferred
tax assets
|
|
. |
|
|
) |
|
NOL
Carryover
|
$ |
7,143. |
|
$ |
1,233 |
|
Valuation
allowance
|
|
(1,143) |
|
|
(1,233) |
|
Net
deferred tax assets
|
$ |
-. |
|
$ |
- |
Due
to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards of $21,007 for federal income tax reporting purposes
are
subject to annual limitations. Should a change in ownership occur net operating
loss carry forwards may be limited as to use in future years.
Impairment
of Long-Lived
Assets
The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be recoverable. When
such
events or changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value
of
such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than the carrying amount of
those
assets, the Company recognizes an impairment loss based on the excess of
the
carrying amount over the fair value of the assets. Assets to be disposed
of are
reported at the lower of the carrying amount or the fair value less costs
to
sell.
Accounting
Basis
The
basis
is accounting principles generally accepted in the United States of
America. The Company has adopted an October 31 fiscal year
end.
Inventory
The
Company accounts for inventory of raw materials and finished goods on a cost
basis. The inventory is maintained on a first in- first out (FIFO)
basis. The Company recorded an impairment of the full value of its inventory
as
of October 31, 2007.
Property
and
Equipment
The
Company currently has no property or equipment. If the Company
obtains property and equipment they will be depreciated over the estimated
useful lives of the related assets. Depreciation and amortization
will be computed on the straight-line method.
CAPITAL
CITY ENERGY GROUP, INC.
(FKA
THE BABY DOT COMPANY)
(A
Development Stage Company)
Notes
to
Financial Statements
1.
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
Stock-based
compensation.
The
Company adopted SFAS No. 123-R effective January 1, 2006 using the
modified prospective method. Under this transition method, stock compensation
expense includes compensation
expense for all stock-based compensation awards granted on or after
January 1,2006, based on the grant-date fair value estimated in accordance
with the provisions of SFAS No. 123-R.
Recent
Accounting
Pronouncements
In
September 2006, the Financial Accounting Standards Board issued Statement
of
Financial Accounting Standards No. 157, “Fair Value Measurements” which defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about fair
value
measurements. Where applicable, SFAS No. 157 simplifies and codifies
related guidance within GAAP and does not require any new fair value
measurements. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within
those fiscal
years. Earlier
adoption is encouraged. The Company does not expect the adoption of SFAS
No. 157 to have a significant effect on its financial position or results
of operation.
In
June
2006, the Financial Accounting Standards Board issued FASB
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an
interpretation of FASB Statement No. 109”, which prescribes a recognition
threshold and measurement attribute for the financial statement recognition
and
measurement of a tax position taken or expected to be taken in a tax
return. FIN 48 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. FIN 48 is effective for fiscal years beginning
after
December 15, 2006. The Company does not expect the adoption of FIN 48
to have a material impact on its financial reporting, and the Company is
currently evaluating the impact, if any, the adoption of FIN 48 will have
on its
disclosure requirements.
In
March
2006, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an
amendment of FASB Statement No. 140.” This statement requires an entity to
recognize a servicing asset or servicing liability each time it undertakes
an
obligation to service a financial asset by entering into a servicing contract
in
any of the following situations: a transfer of the servicer’s financial assets
that
CAPITAL
CITY ENERGY GROUP, INC.
(FKA
THE BABY DOT COMPANY)
(A
Development Stage Company)
Notes
to
Financial Statements
1.
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
Recent
Accounting
Pronouncements (Continued)
meets
the
requirements for sale accounting; a transfer of the servicer’s financial assets
to a qualifying special-purpose entity in a guaranteed mortgage securitization
in which the transferor retains all of the resulting securities and classifies
them as either available-for-sale securities or trading securities; or an
acquisition or assumption of an obligation to service a financial asset that
does not relate to financial assets of the servicer or its consolidated
affiliates. The statement also requires all separately recognized servicing
assets and servicing liabilities to be initially measured at fair value,
if
practicable, and permits an entity to choose either the amortization or fair
value method for subsequent measurement of each class of servicing assets
and
liabilities. The statement further permits, at its initial adoption, a one-time
reclassification of available for sale securities to trading securities by
entities with recognized servicing rights, without calling into question
the
treatment of other available for sale securities
under
Statement 115, provided that the available for sale securities are identified
in
some manner as offsetting the entity’s exposure to changes in fair value of
servicing assets or servicing liabilities that a servicer elects to subsequently
measure at fair value and requires separate presentation of servicing assets
and
servicing liabilities subsequently measured at fair value in the statement
of
financial position and additional disclosures for all separately recognized
servicing assets and servicing liabilities. This statement is effective for
fiscal years beginning after September 15, 2006, with early adoption permitted
as of the beginning of an entity’s fiscal year. Management believes the adoption
of this statement will have no immediate impact on the Company’s financial
condition or results of operations.
2.
COMMON
STOCK
On
August
4, 2006, the Company issued 5,000,000 shares of its common stock for $5,000
from
its founder, Ms. Jennie Slade.
During
the year ended October 31, 2007, the Company issued 2,960,000 shares of its
common stock at $0.005 per share in a private placement.
3.
RELATED PARTY
TRANSACTIONS
Ms.
Jennie Slade, the Company’s officer and director, has advanced the Company
$2,546 for operating capital. There are no terms associated with the
advance.
On
August
15, 2006, the Company acquired its operating entity, Baby Dot, LLC, a Nevada
limited liability company, from Ms. Jennie Slade in consideration for 2,000,000
shares of the Company’s common stock. In that acquisition, the
3.
RELATED PARTY
TRANSACTIONS (Continued)
Company
acquired all assets of the limited liability company, including a website,
an
existing but limited inventory of products, and all rights to the
BabyDot
designs. The
consideration we paid for Baby Dot, LLC was arbitrarily determined by Ms.
Jennie
Slade and bears no relationship to the LLC’s assets, earnings, book value or any
other objective criteria of value.
The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities that
become available. They may face a conflict in selecting between the
Company and other business interests. The Company has not formulated a policy
for the resolution of such conflicts.
4.
GOING
CONCERN
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of
the
Company as a going concern. However, the Company has accumulated
deficit of $23,007 as of October 31, 2007. The Company currently has
limited liquidity, and has not completed its efforts to establish a stabilized
source of revenues sufficient to cover operating costs over an extended period
of time.
Management
anticipates that the Company will be dependent, for the near future, on
additional investment capital to fund operating expenses The Company intends
to
position itself so that it may be able to raise additional funds through
the
capital markets. In light of management’s efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
Item
8. Changes
In and Disagreements with
Accountants on Accounting and Financial Disclosure
No
events
occurred requiring disclosure under Item 304(b) of Regulation S-B.
I tem
8A. Controls and Procedures
We
carried out an evaluation of the effectiveness of the design and operation
of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of October 31, 2007. This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, Mrs. Jennie Slade. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of October 31, 2007, our disclosure controls and procedures
are effective. There have been no significant changes in our internal
controls over financial reporting during the year ended October 31, 2007 that
have materially affected or are reasonably likely to materially affect such
controls.
Disclosure
controls and procedures are controls and other procedures that are designed
to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Limitations
on the
Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud
and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within our company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can
be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.
I tem
8B. Other
information
PART
III
I tem
9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section
16(a) of the Exchange
Act
The
following information sets forth the names of our current directors and
executive officers, their ages and their present positions.
|
Name
|
Age
|
|
|
Jennie
Slade
3071
Wandering River Ct.
|
29
|
President,
Secretary, Chief Executive Officer, Chief Financial Officer, Principal
Executive Officer, Principal Accounting Officer, and
Director
|
|
Joey
Jennings
3101
Susan Dr.
|
33
|
Chief
Strategic Officer
|
Set
forth
below is a brief description of the background and business experience of
executive officers and directors.
Jennie
Slade. Jennie Slade has been our President, Chief Executive
Officer, Secretary and Director since our inception. Ms. Slade attended Brigham
Young University for two years and graduated from the University of Nevada
Las
Vegas in 2000 with a Bachelor’s degree in Spanish. Ms. Slade is the
mother of three children. In 2003, Ms. Slade worked in interior
decorating and began selling upholstered furniture. From 2003 to 2005, Ms.
Slade
designed and furnished in the commercial and residential sector and established
a profitable business. In 2005, Ms. Slade started a business on Ebay
selling children’s hair accessories called “Kate Taylor Hair
Bowtique.” Following her passion for creating and designing, Ms.
Slade started a designer blanket business, called “Baby Dot LLC,” which is our
wholly-owned subsidiary and operating business to date.
Joey
Jennings. Joey
Jennings joined our business in September of 2006 as our Chief Strategic Officer
to assist our marketing efforts and provide managerial support. From
2003 to the present, Mr. Jennings has been employed with Coldwell Banker
Commercial Reno, to assist clients in the buying and selling of commercial
property, primarily Multi-family projects. From 2001 to 2003, Mr.
Jennings was employed by Crest Budget Inn, LLC, as an In-House Leasing Manager
of 300 unit weekly/monthly units. Mr. Jennings also served the same
company as a real estate agent to locate properties nationwide meeting certain
investment criteria. From 2000-2003, Mr. Jennings owned a company
known as Blue Brainz, that wholesaled clothing to retail shops.
Term
of Office
Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
Significant
Employees
We
do not
currently have any significant employees aside from Ms. Slade and Mr.
Jennings.
Family
Relationships
There
are
no family relationships between or among the directors, executive officers
or
persons nominated or chosen by us to become directors or executive
officers.
Involvement
in Certain Legal Proceedings
To
the
best of our knowledge, during the past five years, none of the following
occurred with respect to our present or former director, executive officer,
or
employee: (1) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of
the
bankruptcy or within two years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (3) being subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
Audit
Committee
We
do not
have a separately-designated standing audit committee. The entire
board of directors performs the functions of an audit committee, but no written
charter governs the actions of the board of directors when performing the
functions of that would generally be performed by an audit committee. The board
of directors approves the selection of our independent accountants and meets
and
interacts with the independent accountants to discuss issues related to
financial reporting. In addition, the board of directors reviews the scope
and
results of the audit with the independent accountants, reviews with management
and the independent accountants our annual operating results, considers the
adequacy of our internal accounting procedures and considers other auditing
and
accounting matters including fees to be paid to the independent auditor and
the
performance of the independent auditor.
We
do not
have an audit committee financial expert because of the size of our company
and
our board of directors at this time. We believe that we do not
require an audit committee financial expert at this time because we retain
outside consultants who possess these attributes.
|
1.
|
Reviewed
and discussed the audited financial statements with management,
and
|
|
2.
|
Reviewed
and discussed the written disclosures and the letter from our independent
auditors on the matters relating to the auditor's
independence.
|
Based
upon the board of directors’ review and discussion of the matters above, the
board of directors authorized inclusion of the audited financial statements
for
the year ended October 31, 2007 to be included in this Annual Report on Form
10-KSB and filed with the Securities and Exchange Commission.
Section
16(a) Beneficial Ownership Reporting Compliance
Our
officers, directors and shareholders owning greater than ten percent of our
shares are not required to comply with Section 16(a) of the Securities Exchange
Act of 1934 because we do not have a class of securities registered under
Section 12 of the Securities Exchange Act of 1934.
Code
of Ethics
Disclosure
As
of
October 31, 2007, we have not adopted a Code of Ethics for Financial Executives,
which include our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions.
I tem
10. Executive Compensation
Summary
Compensation Table
The
table
below summarizes all compensation awarded to, earned by, or paid to both to
our
officers and to our directors for all services rendered in all capacities to
us
for our fiscal years ended October 31, 2007 and 2006.
We
do not
pay to our directors or officers any salary or consulting fee. We anticipate
that compensation may be paid to officers in the event our formula becomes
marketable.
|
SUMMARY
COMPENSATION TABLE
|
|
Name
and
principal
position
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Jennie
Slade, President, CEO, Secretary and Director
|
2007
2006
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
|
Joey
Jennings,
Chief
Strategic Officer
|
2007
2006
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
$0
$0
|
Narrative
Disclosure to the Summary Compensation Table
We
do not
compensate our executive officers by the payment of salaries or bonus
compensation.
Stock
Option Grants
We
have
not granted any stock options to the executive officers or directors since
our
inception.
Outstanding
Equity Awards at Fiscal Year-End
The
table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of October 31,
2007.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|
OPTION
AWARDS
|
STOCK
AWARDS
|
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
|
Jennie
Slade
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Joey
Jennings
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Compensation
of Directors
The
table
below summarizes all compensation of our directors as of October 31,
2007.
|
DIRECTOR
COMPENSATION
|
|
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Jennie
Slade
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Narrative
Disclosure to the Director Compensation Table
We
do not
pay any cash compensation to our directors.
I tem
11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder
Matters
The
following table sets forth, as of October 31, 2007, certain information as
to
shares of our common stock owned by (i) each person known by us to beneficially
own more than 5% of our outstanding common stock, (ii) each of our directors,
and (iii) all of our executive officers and directors as a group:
|
Name
and Address of Beneficial Owners of Common Stock1
|
Title
of Class
|
Amount
and Nature of
Beneficial
Ownership
|
%
of Common Stock2
|
|
Jennie
Slade
3071
Wandering River Ct.
|
Common
Stock
|
7,000,000
|
70.3%
|
|
Joey
Jennings
3101
Susan Dr.
|
Common
Stock
|
NONE
|
NONE
|
|
DIRECTORS
AND OFFICERS – TOTAL
|
|
7,000,000
|
70.3%
|
| |
|
|
|
|
5%
SHAREHOLDERS
|
|
|
|
|
NONE
|
Common
Stock
|
NONE
|
NONE
|
|
1.
|
As
used in this table, "beneficial ownership" means the sole or shared
power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition,
for purposes of this table, a person is deemed, as of any date, to
have
"beneficial ownership" of any security that such person has the right
to
acquire within 60 days after such
date.
|
|
2.
|
The
percentage shown is based on denominator of 9,960,000 shares of common
stock issued and outstanding for the company as of October 31,
2007.
|
I tem
12. Certain Relationships and Related
Transactions
Except
as
provided below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:
|
·
|
Any
of our directors or officers;
|
|
·
|
Any
person proposed as a nominee for election as a
director;
|
|
·
|
Any
person who beneficially owns, directly or indirectly, shares carrying
more
than 10% of the voting rights attached to our outstanding shares
of common
stock;
|
|
·
|
Any
relative or spouse of any of the foregoing persons who has the same
house
address as such person.
|
On
August
15, 2006, we acquired our operating entity, Baby Dot, LLC, a Nevada limited
liability company, from Ms. Jennie Slade in consideration for 2,000,000 shares
of our common stock. In that acquisition, we acquired all assets of the company,
including our website, an existing but limited inventory of products, and all
rights to the BabyDot designs. The consideration we paid for Baby
Dot, LLC was arbitrarily determined by Ms. Jennie Slade and bears no
relationship to the LLC’s assets, earnings, book value or any other objective
criteria of value.
|
(1)
|
Incorporated
by reference to our Form SB-2 filed with the Securities and Exchange
Commission on February 21, 2007.
|
I tem
14. Principal Accountant
Fees and
Services
Audit
Fees
The
aggregate fees billed by our auditors for professional services rendered in
connection with a review of the financial statements included in our quarterly
reports on Form 10-QSB and the audit of our annual consolidated financial
statements for the fiscal years ended October 31, 2007 and 2006 were
approximately $8,250
and $2,500 respectively.
Audit-Related
Fees
Our
auditors did not bill any additional
fees for assurance and related services that are reasonably related to the
performance of the audit or review of our financial
statements.
Tax
Fees
The
aggregate fees billed by our
auditors for professional services for tax compliance, tax advice, and tax
planning were $0 and $0 for the fiscal years ended October 31, 2007 and
2006.
All
Other Fees
The
aggregate fees billed by our
auditors for all other non-audit services, such as attending meetings and other
miscellaneous financial consulting, for the fiscal years ended October
31, 2007 and 2006 were $0 and $0
respectively.
SIGNATURES
In
accordance withSection 13 or15(d)
of the Exchange Act, the
registrant
caused
this report to be signed
on its behalf by the
undersigned, thereunto duly authorized.
The
BabyDot Company
|
By:
|
/s/
Jennie Slade
|
| |
Jennie
Slade
President,
Secretary, Chief Executive Officer, Chief Financial Officer, Principal
Executive Officer, Principal Accounting Officer, and
Director
|
| |
|
In
accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
|
By:
|
/s/
Jennie Slade
|
| |
Jennie
Slade
President,
Secretary, Chief Executive Officer, Chief Financial Officer, Principal
Executive Officer, Principal Accounting Officer, and
Director
|
| |
|
Dates Referenced Herein and Documents Incorporated By Reference
| This 10KSB Filing | | Date | | Other Filings |
|---|
| |  |
| | 11/1/05 |
| | 1/1/06 |
| | 6/27/06 |
| | 8/4/06 |
| | 8/15/06 |
| | 9/15/06 |
| | 10/31/06 |
| | 12/15/06 |
| | 1/21/07 |
| | 2/21/07 | | SB-2 |
| | 7/31/07 | | NT 10-Q, 10QSB |
| For The Period Ended | | 10/31/07 |
| | 11/15/07 |
| | 1/24/08 |
| | 1/28/08 |
| Filed On / Filed As Of | | 1/29/08 |
| |
| Top | | List All Filings |
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