ANASAZI CAPITAL CORP - FORM 10-Q

Attached files

file	filename
EX-31.1 - ANASAZI CAPITAL CORP	ex311.htm
EX-32.1 - ANASAZI CAPITAL CORP	ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 March 31, 2010


o		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 0-52202

ANASAZI CAPITAL CORP.

(Exact name of registrant as specified in its charter)


Florida		20-5223382
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

513 Vintage Way Brandon, Florida		33511
(Address of principal executive offices)		(Zip Code)

(813) 765-1966

(Issuer’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o

Non-accelerated filer o Smaller reporting company þ

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Class		Outstanding at April 30, 2010
Common Stock, no par value per share		20,000,000 shares

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ANASAZI CAPITAL CORP.

TABLE OF CONTENTS


	PAGE
Part I Financial Information	3

Item 1. Financial Statements	3

Balance Sheets	3

Statements of Operations	4

Statements of Cash Flows	5

Notes to Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3. Quantitative and Qualitative Disclosures About Market Risk	15

Item 4. Controls and Procedures	15

Part II Other Information	17

Item 6. Exhibits	17

Signatures	18
Exhibit 31.1
Exhibit 32.1

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PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Anasazi Capital Corp.
(A Development Stage Company)
Unaudited Balance Sheets
As of March 31, 2010 and December 31, 2009


	March 31, 2010			December 31, 2009
				(Audited)
CURRENT ASSETS
Cash and cash equivalents	$	260		$	260
TOTAL CURRENT ASSETS		260			260

TOTAL ASSETS	$	260		$	260



CURRENT LIABILITIES
Accounts payable & accrued expenses		5,485			12,600
Loan from shareholder		22,295			9,045
License payable		2,905,172			2,842,672
TOTAL CURRENT LIABILITIES		2,932,952			2,864,317

TOTAL LIABILITIES		2,932,952			2,864,317

STOCKHOLDERS' (DEFICIT)
Preferred stock ($.001 par value, 10,000,000 shares authorized,		-			-
none issued and outstanding as of March 31, 2010 and December 31, 2009, respectively)
Common stock ($.001 par value, 100,000,000 shares authorized,
20,000,000 shares issued and outstanding as of March 31, 2010 and December 31, 2009, respectively)		20,000			20,000
Additional paid in capital		22,164			22,164
Retained (deficit)		(2,974,856	)		(2,906,221	)
TOTAL STOCKHOLDERS' (DEFICIT)		(2,932,692	)		(2,864,057	)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	260		$	260

The accompanying notes are an integral part of these financial statements.

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Anasazi Capital Corp.
(A Development Stage Company)
Unaudited Statements of Operations
For the period from July 17, 2006 (inception) thru March 31, 2010

		For the three months ended March 31,		Cumulative Amount from July 17, 2006 (inception) to March 31, 2010
		2010	2009

REVENUES	$	-	$ -	$ -

OPERATING EXPENSES
Selling, general, and administrative		68,635	250	132,185
Amortization		-	-	3,671
Impairment loss		-	-	2,839,000
TOTAL OPERATING EXPENSES		68,635	250	2,974,856

OPERATING (LOSS)		(68,635)	(250)	(2,974,856)

NET (LOSS) BEFORE TAXES		(68,635)	(250)	(2,974,856)

INCOME TAX EXPENSE		-	-	-

NET (LOSS)		(68,635)	(250)	(2,974,856)



WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		20,000,000	20,000,000	20,000,000

NET LOSS PER COMMON SHARE
Basic		**	**	$ (0.15)

** Less than $.01

The accompanying notes are an integral part of these financial statements.

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Anasazi Capital Corp.
(A Development Stage Company)
Unaudited Statements of Cash Flows
For the period from July 17, 2006 (inception) thru March 31, 2010

	For the three months ended March 31,						Cumulative Amount from July 17, 2006 (inception) to March 31, 2010
	2010			2009

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(68,635	)	$	(250	)	$	(2,974,856	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		-			-			3,671
Impairment loss		-			-			2,839,000
Changes in operating assets and liabilities:
Accounts payable		(7,115	)		250			12,289
License payable		62,500			-			62,500
NET CASH (USED IN) OPERATING ACTIVITIES		(13,250	)		-			(57,396	)

CASH FLOWS FROM INVESTING ACTIVITIES:
NET CASH USED IN FINANCING ACTIVITIES		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loan		13,250			-			52,656
Proceeds from issuance of common stock		-			-			5,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		13,250			-			57,656

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		-			-			260

CASH AND CASH EQUIVALENTS:
Beginning of period		260			-			-
End of period	$	260		$	-		$	260

SUPPLEMENTAL CASH FLOW INFORMATION:
Common stock warrants as payment for accounts payable	$	-		$	-		$	6,803
Interest paid	$	-		$	-		$	-
Taxes paid	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

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ANASAZI CAPITAL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010

(UNAUDITED)

NOTE－1

BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with both generally accepted accounting principles for interim financial information, and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

The condensed financial statements and related disclosures have been prepared with the presumption that users of the interim financial information have read or have access to our annual audited financial statements for the preceding fiscal year. Accordingly, these condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2009.

The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement No. 7 (“SFAS 7”). Among the disclosures required by SFAS 7 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

NOTE－2

ORGANIZATION AND BUSINESS BACKGROUND

Anasazi Capital Corp. (the “Company”), a development stage company, was incorporated in Florida on June 17, 2006. On September 14, 2009, the Company entered into an Exclusive License Agreement (the “License Agreement I”) with Global Technologies Group, Inc., the licensor, which granted an exclusive license to the Company for brownfields and redevelopment properties located in Mexico, which utilize the patented Molecular Bonding System technology, for $1,250,000 and annual royalty payments in the amount of $150,000 thereafter for a period of 15 years.

On October 7, 2009, the Company entered into an Exclusive License Agreement (the “License Agreement II”) with Global Technologies Group, Inc., the licensor, which granted an exclusive license to the Company for brownfields and redevelopment properties located in Canada, which utilize the patented Molecular Bonding System technology, for $1,525,000 and annual royalty payments in the amount of $100,000 thereafter for a period of 15 years.

Molecular Bonding System technology is a patented soil remediation technology to convert contaminated soil into an insoluble, stable, non-hazardous metal sulfide, together with any improvement, enhancement or expansion of such long term heavy metal soil remediation process.

As of December 31, 2009, the Company had not yet commenced any formal business operations and all activity to date has related to the Company formation, capital stock issuance, the License Agreement and professional fees with regard to filings with the Securities and Exchange Commission. The Company’s fiscal year ends on December 31st.

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ANASAZI CAPITAL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010

(UNAUDITED)

NOTE－3 RECENT ACCOUNTING PRONOUNCEMENTS

FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”) 2009-01)

In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the year ended December 31, 2009. As a result of the Company’s implementation of the Codification during the year ended December 31, 2009, previous references to new accounting standards and literature are no longer applicable. In the current annual financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

Subsequent Events

(Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

SFAS No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s financial statements. The Company evaluated for subsequent events through the issuance date of the Company’s financial statements. No recognized or non-recognized subsequent events were noted.

Determination of the Useful Life of Intangible Assets

(Included in ASC 350 “Intangibles – Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)

FSP SFAS No. 142-3 amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 became effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the Company’s financial statements.

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ANASAZI CAPITAL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010

(UNAUDITED)

Noncontrolling Interests

(Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)

SFAS No. 160 changed the accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160 became effective for fiscal years beginning after December 15, 2008 with early application prohibited. The Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer records an intangible asset when the purchase price of a noncontrolling interest exceeds the book value at the time of buyout. Any excess or shortfall for buyouts of noncontrolling interests in mature restaurants is recognized as an adjustment to additional paid-in capital in stockholders’ equity. Any shortfall resulting from the early buyout of noncontrolling interests will continue to be recognized as a benefit in partner investment expense up to the initial amount recognized at the time of buy-in. Additionally, operating losses can be allocated to noncontrolling interests even when such allocation results in a deficit balance (i.e., book value can go negative). The Company presents noncontrolling interests (previously shown as minority interest) as a component of equity on its consolidated balance sheets. Minority interest expense is no longer separately reported as a reduction to net income on the consolidated income statement, but is instead shown below net income under the heading “net income attributable to noncontrolling interests.” The adoption of SFAS No. 160 did not have any other material impact on the Company’s financial statements.

Consolidation of Variable Interest Entities – Amended

(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

SFAS No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does not anticipate any material impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards or pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE - 4 LICENSE PAYABLE

As of March 31, 2010, the Company had license payable of $2,905,172 due to the 2 Exclusive License Agreements (“License Agreements”) with Global Technologies Group, Inc., the licensor (“Global”), dated on September 14, 2009 and October 7, 2009, respectively (see Note 2). The licenses payable consisted of the licenses fees of total $2,775,000 and the pro rata annual royalty payments of $130,172.

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ANASAZI CAPITAL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010

(UNAUDITED)

NOTE – 5 LOAN FROM SHAREHOLDER

Since its inception, the Company’s shareholder made several loans to the Company to fund its operations. The amount outstanding as of March 31, 2010 was $22,295, which was not evidenced by a promissory note, but rather was an oral agreement between the shareholder and the Company. No interest was accrued due to the immateriality.

NOTE - 6 ANNUAL ROYALTY PAYMENTS

Pursuant to the License Agreements with Global, the Company should make annual royalty payments of total $250,000 for the use of the patented Molecular Bonding System technology in Mexico and Canada. The annual royalty payment is prorated over the year, or $62,500 for the three months ended March 31, 2010.

NOTE – 7 INCOME TAXES

Deferred income taxes reflect the net income tax effect of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and amounts used for income taxes. The Company’s deferred income tax assets and liabilities consist of the following:

Net operating loss carryforward	$	2,974,856
Deferred tax asset		1,011,451
Valuation allowance		(1,011,451	)
Net Deferred tax asset	$	—

Net operating loss carryforwards totaled approximately $2,974,856 at March 31, 2010. The net operating loss carryforwards will begin to expire in the year 2026 if not utilized. After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at March 31, 2010 since it believes it is more likely than not that such deferred income tax asset will not be realized.

The reconciliation of the income tax computed at the U.S. Federal statutory rate to income tax expense for the three months ended March 31, 2010 and 2009, respectively, and for the period since inception is as follows:

	For the three months ended March 31,						Cumulative since
	2010			2009			inception
Tax expense (benefit) at statutory rate (34%)	$	(23,336	)	$	(85	)	$	(1,011,451	)
Non-deductible expenses		—			—			966,509
Increase in valuation allowance		23,336			85			44,942
Income tax expense (benefit)	$	—		$	—		$	—

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ANASAZI CAPITAL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010

(UNAUDITED)

NOTE – 8 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 the satisfaction 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. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management’s Plan to Continue as a Going Concern

The Company has met its historical working capital requirements from the sale of its capital shares and loans from shareholders. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurance 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. There can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company.

NOTE – 9 DEVELOPMENT STAGE RISK

Since its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company's business plan will be successfully executed. Our ability to execute our business plan will depend on our ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained. Further, we cannot give any assurance that we will generate substantial revenues or that our business operations will prove to be profitable.

NOTE – 10 SUBSEQUENT EVENT

On January 9, 2010, the Company issued a Private Placement Memorandum (“Memorandum”) to offer a total of 2,500,000 shares of the Company’s Common Stock, par value $.001 per share, to “accredited investors” as defined under Rule 501(a) of Regulation D promulgated under the Securities Act at a price of $1.00 per share (the “Offering”). The minimum subscription amount for each investor in the Offering is: $500.00. The Memorandum is not closed as of the date of the report.

On April 16, 2010, Global Technologies Group, Inc. approved to amend the payment terms of the annual royalty payments set forth in the two License Agreements, pursuant to which the royalty payments should be due annually, instead of semi-annually, effective from the date of both original agreements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed on April 15, 2010 with the Securities and Exchange Commission and are hereby referenced.

The statements in this report include forward-looking statements. These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers; and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates and conditions in the gaming/entertainment industry in particular; and, the continued employment of our key personnel and other risks associated with competition.

For a discussion of the factors that could cause actual results to differ materially from the forward-looking statements see the “Liquidity and Capital Resources” section under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this item of this report and the other risks and uncertainties that are set forth elsewhere in this report or detailed in our other Securities and Exchange Commission reports and filings. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

Anasazi Capital Corp. (the “Company”), a development stage company, was incorporated in Florida on July 17, 2006. On September 14, 2009, the Company entered into an Exclusive License Agreement (the “License Agreement”) with Global Technologies Group, Inc., the licensor, which granted an exclusive license to the Company for brownfields and redevelopment properties located in the Country of Mexico, which utilize the patented Molecular Bonding System (“MBS”) technology, for $1,250,000 and annual royalty payments in the amount of $150,000 thereafter for a period of 15 years, or the expiration of the MBS patents, whichever is longer. MBS technology is a patented soil remediation technology to convert contaminated soil into an insoluble, stable, non-hazardous metal sulfide, together with any improvement, enhancement or expansion of such long term heavy metal soil remediation process. The Company may not sublicense or assign any of its rights under the License Agreement without the prior written consent of Global. Also required under the License Agreement, all MBS chemicals must be purchased exclusively from Global unless otherwise agreed to in writing by Global and should the Company, or its officers, partners or affiliates, purchase and sell or purchase and develop any brownfield or redevelopment property after remediation, Global will receive a 1% royalty of the sales price or the total development cost. Global will provide all in-house technical expertise as required for free. The Company will pay for all of Global’s out-of-pocket expenses associated with site visits and other travel such as air fare, hotels, meals and ground transportation. In the event of nonpayment of the above mentioned royalties, the Company shall have 10 days to cure the default or Global may terminate the License Agreement.

To date, we have neither engaged in any operations nor generated any revenue. We have not generated any cash flows from operations. We cannot predict to what extent our liquidity and capital resources will be diminished prior to the commencing operations or the amount of our capital that will be further depleted by operating losses, if any, and, ultimately, whether we will engage in future profitable operations.

Presently, we are not in a position to meet our cash requirements for the next 12 months, as we do not have any cash. From inception, our shareholders have committed to make loans to us on an as needed basis. There are no further commitments, agreements or understandings of any kind with respect to any loans or advances to be made on our behalf.

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Prior to commencing operations, we may be required to raise capital through the sale or issuance of additional securities or obtain borrowings or advances from third party sources in order to ensure that we can pay our expenses. It is also possible that we might not commence operations during the next 12 months, if at all. In the event we are unable to pay our expenses as they come due, we may cease operations and/or seek to enter into a business combination with a target company.

Going Concern

Our financial statements have been prepared on the basis of accounting principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and would therefore be obligated to realize assets and discharge our liabilities other than in the normal course of operations. As reflected in the accompanying financial statements, the Company is in the development stage with no operations or revenues, has used cash flows in operations of $57,396 from inception of July 17, 2006 to March 31, 2010 and has an accumulated deficit of $2,974,856 through March 31, 2010. This raises substantial doubt about our ability to continue as a going concern, as expressed by our auditors in its opinion on our financial statements included in this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.

We have not yet established any source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on us obtaining adequate capital or loans to fund operating losses until we become profitable. If we are unable to obtain adequate capital or loans, we could be forced to cease operations. There can be no assurance that we will operate at a profit or additional debt or equity financing will be available, or if available, can be obtained on satisfactory terms.

Critical Accounting Policies and Estimates

A summary of significant accounting policies is provided in Note 2 to our financial statements included in our filing on Form 10-K with the Securities and Exchange Commission on April 15, 2010. Our sole officer and director believes that the application of these policies on a consistent basis enables the Company to provide useful and reliable financial information about the Company's operating results and financial condition.

The preparation of financial statements in conformity with generally accepted accounting principles requires our sole officer and director to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results will differ from those estimates.

Plan of Operation

The Company was incorporated in Florida on July 17, 2006. We intend to provide services to brownfields and redevelopment properties located in the Country of Mexico, which utilize the patented Molecular Bonding System (“MBS”) technology, which has been licensed to us by Global. Since our inception, we have not commenced any formal business operations and all activity to date has related to the Company’s formation, capital stock issuance, MBS license issuance and professional fees with regard to the subject matter of the filings with the Securities and Exchange Commission.

Summary of Results of Operations

Any measurement and comparison of revenues and expenses from continuing operations should not be considered necessarily indicative or interpolated as the trend to forecast our future revenues and results of operations.

Results for the Three Months Ended March 31, 2010 Compared to March 31, 2009

Revenues. The Company’s revenues for the three months ended March 31, 2010 were $0. The Company’s revenues for the three months ended March 31, 2009 were $0. No revenues occurred during these periods, because no there were no sales.

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Cost of Revenues. The Company’s cost of revenues for the three months ended March 31, 2010 were $0. The Company’s cost of revenues for the three months ended March 31, 2009 were $0.There was not cost of revenues, because no sales were made by the Company.

Gross Profit/Loss. The Company’s gross profit/loss for the three months ended March 31, 2010 was $0. The Company’s gross profit/loss for the three months ended March 31, 2009 was $0. No gross profit/loss occurred during these periods, because no there were no sales.

General and Administrative Expenses. General and administrative expenses for the three months ended March 31, 2010 were $68,635 compared to $250 for the three months ended March 31, 2009. General and administrative expenses consisting of professional service fees of $6,135 and accrued royalty payments of $62,500 for the three months ended March 31, 2010. General and administrative expenses consisted primarily of professional service fees for the three months ended March 31, 2009.

Net Loss. Net loss for the three months ended March 31, 2010 was $68,635 compared to $250 for the three months ended March 31, 2009. The net loss for the three months ended March 31, 2010 and March 31, 2009 was primarily related to general and administrative expenses and no revenues for the periods indicated.

As of three months ended March 31, 2010 we had an accumulated deficit of $2,974,856.

Impact of Inflation

We believe that the rate of inflation has had negligible effect on our operations. We believe we can absorb most, if not all, increased non-controlled operating costs by increasing sales prices, whenever deemed necessary and by operating our Company in the most efficient manner possible.

Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by its shareholders.

As of March 31, 2010, total current assets were $260 consisting of cash. As of December 31, 2009, total current assets were $260 consisting of cash.

As of March 31, 2010, total current liabilities were $2,932,952, which consisted of accounts payable in the amount of $5,485, a loan from shareholder of $22,295 and a license fee payable in the amount of $2,905,172. As of December 31, 2009, total current liabilities were $2,864,317, which consisted of accounts payable in the amount of $12,600,a shareholder loan in the amount of $9,045 and a license fee payable in the amount of $2,842,672. We had negative net working capital of $2,932,692 as of March 31, 2010, compared to negative net working capital of $2,864,057 as of December 31, 2009.

During the three months ended March 31, 2010, operating activities used cash of $13,250 for repayment of accounts payable and $62,250 was related to accrued royalty payments. During the three months ended March 31, 2009, operating activities used cash of $250, which was due primarily to general and administrative expenses.

Intangible Assets

There were intangible assets in the amount of $0 during the three month period ended March 31, 2010 and from the period July 17, 2006 (inception) through March 31, 2010 relating to the MBS license from Global. These assets were written off as impaired at December 31, 2009.

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Material Commitments

There were no material commitments during the three month period ended September 30, 2009 and from the period July 17, 2006 (inception) through March 31, 2010.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or any anticipate entering into any off-balance arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Recent Accounting Pronouncements

FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”) 2009-01)

In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, -excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the quarter ended March 31, 2010. As a result of the Company’s implementation of the Codification during the quarter ended March 31, 2010, previous references to new accounting standards and literature are no longer applicable. In the current quarter financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

Subsequent Events

(Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

Determination of the Useful Life of Intangible Assets

(Included in ASC 350 “Intangibles – Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)

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Noncontrolling Interests

(Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)

Consolidation of Variable Interest Entities – Amended

(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have not utilized any derivative financial instruments such as futures contracts, options and swaps, forward foreign exchange contracts or interest rate swaps and futures. We believe that adequate controls are in place to monitor any hedging activities. We do not currently have any sales or own assets and operate facilities in countries outside the United States and, consequently, we are not effected by foreign currency fluctuations or exchange rate changes. Overall, we believe that our exposure to interest rate risk and foreign currency exchange rate changes is not material to our financial condition or results of operations.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our first fiscal quarter covered by this report. Based on the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

There has been no change in our internal controls over financial reporting during our first fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2010. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.

Based on the assessment performed, management has concluded that the Company’s internal control over financial reporting is effective and provides reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements as of March 31, 2010 in accordance with generally accepted accounting principles. Further, management has not identified any material weaknesses in internal control over financial reporting as of March 31, 2010.

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

/s/ Joel Edelson

President, Secretary, Treasurer and Director

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PART II OTHER INFORMATION

Item 5. Other Information

On October 7, 2009, the Company entered into an Exclusive License Agreement with Global Technologies Group, Inc., the licensor (“Global”), which granted an exclusive license to the Company for brownfield and redevelopment properties located in the Country of Canada, which utilize the patented MBS technology, for $1,520,000 and annual royalty payments in the amount of $100,000 thereafter for a period of 15 years, or the expiration of the MBS patents, whichever is longer (the “Canada License Agreement”). The Company may not sublicense or assign any of its rights under the Canada License Agreement without the prior written consent of Global. Also required under the Canada License Agreement, all MBS chemicals must be purchased exclusively from Global unless otherwise agreed to in writing by Global and should the Company, or its officers, partners or affiliates, purchase and sell or purchase and develop any brownfield or redevelopment property after remediation, Global will receive a 1% royalty of the sales price or the total development cost. Global will provide all in-house technical expertise as required for free. The Company will pay for all of Global’s out-of-pocket expenses associated with site visits and other travel such as air fare, hotels, meals and ground transportation. In the event of nonpayment of the above mentioned royalties, the Company shall have 10 days to cure the default or Global may terminate the Canada License Agreement.

A copy of the Canada License Agreement is set forth Exhibit 10.1 filed in the Company’s Report on Form 10-K for the period ended December 31, 2009 and is incorporated by reference herein. The Company intend to market exclusively to third parties owning property in Canada, including cities, towns, states and the federal government of Canada.

Item 6. Exhibits

(a) Exhibits

Exhibit 10.1 Exclusive License Agreement dated as of October 7, 2009 between Global Technologies Group, Inc., licensor, and Anasazi Capital Corp., as licensee (incorporated by reference)

Exhibit 31.1 302 Certification – Joel Edelson

Exhibit 32.1 906 Certification – Joel Edelson

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ANASAZI CAPITAL CORP.

DATE: May 14, 2010 By: /s/ Joel Edelson

Joel Edelson

President, Secretary and Treasurer

(Principal Accounting Officer and Authorized Officer)

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ANASAZI CAPITAL CORP - FORM 10-Q - May 17, 2010

Attached files