2020 CHINACAP ACQUIRCO, INC. - 10-Q - 20081113 - FORM
UNITED
STATES SECURITIES AND EXCHANGE
COMMISSION
Washington,
DC 20549
FORM
10-Q
þ
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF
1934
For
the quarterly period ended September 30, 2008
o
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF
1934
Commission
file number 001-33799
2020
CHINACAP ACQUIRCO, INC.
(Exact
name of registrant as specified in its charter)
Delaware
20-5500605
(State
or other jurisdiction of
Incorporation
or organization)
(I.R.S.
Employer Identification No.)
c/o
Surfmax Corporation
221
Boston Post Road East
Suite
410
Marlborough,
Massachusetts
01752
(Address
of principal executive offices)
(Zip
Code)
(508)
624-4948
Registrant’s
telephone number, including area code
Indicate
by check mark whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the 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
þ
No
o
Indicate
by check mark whether the registrant is large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition
of “large accelerated filer”, “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filed
o
Accelerated
filer
o
Non-accelerated
filer
o
Smaller
reporting company
þ
Indicate
by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes
o
No
þ
As
of
September 30, 2008, 10,500,000 shares of the registrant’s common stock, par
value $0.0001 per share, were outstanding.
2020
CHINACAP ACQUIRCO, INC.
(a
development stage company)
Table
of Contents
Page
PART
I — FINANCIAL INFORMATION
Item
1.
Financial
Statements
Balance
Sheets as of September 30, 2008 (unaudited) and December 31,
2007
3
Statements
of Operations (unaudited) for the three and nine months ended September
30, 2008 and 2007, and from August 21, 2006 (date of inception) to
September 30, 2008
4
Statement
of Stockholders’ Equity (unaudited) for the period from August 21, 2006
(date of inception) to September 30, 2008
5
Statements
of Cash Flows (unaudited) for the nine months ended September 30,
2008 and
2007, and from August 21, 2006 (date of inception) to September 30,
2008
6
Notes
to Financial Statements (unaudited)
7
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
13
Item
3. Quantitative and Qualitative Disclosures about Market
Risk
15
Item
4. Controls and Procedures
15
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
17
Item
1A. Risk Factors
17
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
17
Item
3. Defaults upon Senior Securities
17
Item
4. Submission of Matters to a Vote of Security Holders
17
Item
5. Other Information
17
Item
6. Exhibits
18
SIGNATURES
19
INDEX
TO EXHIBITS
Certification
by Principal Executive Officer Pursuant to Section 302
Certification
by Principal Financial Officer Pursuant to Section 302
Certification
by Principal Executive Officer and Principal Financial Officer Pursuant
to
Section 906
2
Item 1.
Financial Statements
2020
CHINACAP ACQUIRCO, INC.
(a
development stage company)
BALANCE
SHEETS
Unaudited
Audited
September 30,
December 31,
2008
2007
ASSETS
Current
Assets
Cash
and cash equivalents
$
39,822
$
269,040
Interest
receivable
56,415
—
Prepaid
expenses
4,083
16,333
Deferred
acquisition costs
227,512
—
Cash
held in trust fund
68,540,725
68,182,942
TOTAL
ASSETS
$
68,868,557
$
68,468,315
LIABILITIES
AND STOCKHOLDERS’ EQUITY
Current
Liabilities
Accrued
offering costs
$
413,066
$
542,879
Accrued
expenses
342,429
28,948
Accrued
income taxes
84,277
1,225
Payable
to stockholders
—
20,244
Notes
payable to stockholders
150,000
127,291
Total
current liabilities
989,772
720,587
Long-term
Liabilities
Deferred
underwriters’ fees
2,415,000
2,415,000
TOTAL
LIABILITIES
3,404,772
3,135,587
Common
stock, subject to possible redemption, 2,586,638 shares, at redemption
value
20,486,172
20,486,172
STOCKHOLDERS’
EQUITY
Preferred
stock — $0.0001 par value; 1,000,000 shares authorized; nil issued and
outstanding
—
—
Common
stock - par value of $0.0001 per share, 25,000,000 shares authorized,
10,500,000 shares issued and outstanding