U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
..X..Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended May 31, 1997.
.....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.
Commission File No: 0-21941
BUFFALO CAPITAL I, LTD.
(Name of small business in its charter)
Colorado 84-11356381
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
7331 S. Meadow Court
Boulder, CO 80301
(Address of Principal Office) Zip Code
Issuer's telephone number: (303) 530-3353
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 ......
Applicable only to issuers involved in bankruptcy proceedings during
the past five years
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ____
No ____
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 200,000 as of
May 31, 1997.
Transitional Small Business Disclosure
Format (Check one):
Yes ____ No ....X....<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements for Buffalo Capital I, Ltd. as and for
the quarter ending May 31, 1997. See following pages.
<PAGE>
BUFFALO CAPITAL I, LTD.
(A Development Stage Company)
Report of Independent Certified Public Accountant
Balance Sheet
Statement of Loss and Accumulated Deficit
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors and Stockholders of
Buffalo Capital I, Ltd.
We have audited the accompanying balance sheet of Buffalo Capital I,
Ltd. (a development stage company) as of May 31, 1997, and the
related statement of loss and accumulated deficit, stockholders' equity,
and cash flows for the initial period ended August 31, 1996 and the
nine months ended May 31, 1997, and for the period from inception
(August 28, 1996) to May 31, 1997. These financial statements are
the responsibility of the Company's management. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. 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 Buffalo Capital
I, Ltd. as of August 31, 1996, and May 31, 1997, and the results of its
operations and cash flows for the period ended May 31, 1997, in
conformity with generally accepted accounting principles.
Comiskey & Company, P.C.
Aurora, Colorado
July 1, 1997<PAGE>
BUFFALO CAPITAL I, LTD.
(A Development Stage Company)
BALANCE SHEET
May 31, 1997
(Audited)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents 3,731
Total current assets 3,731
OTHER ASSETS
Organizational costs (net) 255
Total Other Assets 255
TOTAL ASSETS 3,986
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Total current liabilities -
STOCKHOLDERS' EQUITY
Preferred stock, no par value
10,000,000 shares authorized;
no shares issued and outstanding
Common stock, no par value; -
100,000,000 shares authorized;
200,000 shares issued and
outstanding at May 31, 1997. 7,500
Additional paid-in capital 92,950
Deficit accumulated
during the development stage (96,464)
Total stockholders' equity 3,986
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY 3,986
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BUFFALO CAPITAL I, LTD.
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
Period from For the For the
August 28, 1996 nine months initial period
(Inception) ended ended
May 31, 1997 May 31, 1997 August 31, 1996
<S> <C> <C> <C>
REVENUES
Investment Income - - -
EXPENSES
Amortization 45 45 -
Bank charges - (6) 6
Consulting Fees 92,300 92,260 40
Directors' fees 200 - 200
Filing Fee 55 55 -
Legal and accounting 3,411 3,306 105
Office Expense 3 3 -
Rent Expense 450 450 -
Total expenses 96,464 96,113 351
NET LOSS (96,464) (96,113) (351)
Accumulated deficit
Balance, beginning of period - (351) -
Balance, end of period (96,464) (96,464) (351)
NET LOSS PER SHARE (NIL) (NIL) (NIL)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
200,000 200,000 200,000
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BUFFALO CAPITAL I, LTD.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (August 28, 1996) to May 31, 1997
(Page 1 of 2)
<TABLE>
<CAPTION>
Deficit
accumulated Total
Common Stock during the stock-
Number of development holder
shares Amount stage equity
<S> <C> <C> <C> <C>
Common stock issued for
cash and subscriptions,
receivable, August 1996
at $.50 per share 15,000 7,500 - 7,500
Common stock issued for
services, August 1996
at $.0001 per share 2,400,000 240 - 240
Net loss for the period
ended August 31, 1996 - - (351) (351)
Balance
August 31, 1996 2,415,000 7,740 (351) 7,389
Shares cancelled at
$.0001 per share (2,215,000) - - -
Record and reclass
APIC for services - (240) - 92,260
Rent provided at
no charge - - - 450
Net loss for the period
ended May 31, 1997 - - (96,113) (96,113)
Balance May 31, 1997 200,000 7,500 (96,464) 3,986
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BUFFALO CAPITAL I, LTD.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (August 28, 1996) to May 31, 1997
(Page 2 of 2)
<TABLE>
<CAPTION>
Additional
Paid-in
Capital
<S> <C>
Common stock issued for
cash and subscriptions,
receivable, August 1996
at $.50 per share -
Common stock issued for
services, August 1996
at $.0001 per share -
Net loss for the period
ended August 31, 1996 -
Balance
August 31, 1996 -
Shares cancelled at
$.0001 per share -
Record and reclass
APIC for services 92,500
Rent provided at
no charge 450
Net loss for the period
ended May 31, 1997 -
Balance May 31, 1997 92,950
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BUFFALO CAPITAL I, LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Period from For the For the
August 28, 1996 nine months initial period
(Inception) ended ended
May 31, 1997 May 31, 1997 August 31, 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss (96,464) (96,113) (351)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization 45 45 -
Rent expense 450 450 -
Stock issued for
directors' fees 92,460 92,260 200
Stock issued for
consulting fees 40 - 40
Increase (decrease) in
accounts payable -
related party - (405) 405
Net cash used by
operating activities (3,469) (3,763) 294
CASH FLOWS FROM INVESTING ACTIVITIES
Organization costs (300) - (300)
Net cash used by
investing activities (300) - (300)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 7,500 2,500 5,000
Net cash provided by
financing activities 7,500 2,500 5,000
NET INCREASE (DECREASE) IN CASH
AND CASH
EQUIVALENTS 3,371 (1,263) 4,994
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 4,994 -
CASH AND CASH EQUIVALENTS,
END OF PERIOD 3,731 3,371 4,994
</TABLE>
The accompanying notes are an integral part of the financial statements.
BUFFALO CAPITAL I, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development stage company
Buffalo Capital I, Ltd. (a development stage company) (the "Compa-
ny") was incorporated under the laws of the State of Colorado on
August 28, 1996. Its office is located at the office of its President at
7331 South Meadow Court, Boulder, CO 80301.
The Company is a new enterprise in the development stage as defined
by Statement No. 7 of the Financial Accounting Standards Board and
has not engaged in any business other than organizational efforts. It
has no full-time employees and owns now real property. The Compa-
ny intends to operate as a capital market access corporation by regis-
tering with the U.S. Securities and Exchange Commission under the
Securities Exchange Act of 1934. After this, the Company intends to
seek to acquire one or more existing businesses which have existing
management, through merger or acquisition. Management of the
Company will have virtually unlimited discretion in determining the
business activities in which the Company might engage.
As more fully discussed in Note 6, the Company entered into a stock
transfer and exchange agreement with Multiple Dimensional Laser
Technology (a Texas corporation), on June 25, 1997.
Accounting Method
The Company records income and expenses on the accrual method.
Fiscal year
The Company has selected an August 31 fiscal year end.
Organization costs
Costs to incorporate the Company have been capitalized and will be
amortized over a sixty-month period.
Loss per share
Loss per share was computed using the weighted number of shares
outstanding during the period.
Statement of cash flows
For the purpose of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with an original maturity
of three month or less to be cash equivalents.
Use of estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principals requires the Company's
management to make estimates and assumptions that effect the
amounts reported in these financial statements and accompanying
notes. Actual results could differ from those estimates.
2. STOCKHOLDERS' EQUITY
As of May 31, 1997, 200,000 shares of the Company's no par value
common stock were issued and outstanding, along with 4,830,000
Class A warrants and 2,415,000 Class B warrants entitling the holder
to purchase one share of stock for $2.00 and $4.00, respectively. Of
these shares 185,000 were subscribed by directors and principal
shareholders for services rendered in the capacity of directors and
consultants. The remaining 15,000 shares were issued for cash at a
price of $.50 per share.
For the period ended May 31, 1997, 2,215,000 shares of the
Company's common stock were cancelled. All share and per share
amounts have been restated to reflect these cancellations effective to
the Company's inception.
3. RELATED PARTY TRANSACTIONS
The Company's two directors and officers are also principal
shareholders, as are two other individuals who are not officers or
directors. Each of these four individuals has received 46,250 shares of
stock (23.13% each of the outstanding shares). In each case the shares
were issued for services provided which have been valued at $92,500.
Gary Joiner, corporate counsel and one of the principle shareholders of
the Company has been paid a total of $2,500 and $-0- for legal servic-
es rendered during the nine months ended May 31, 1997, and the
initial period ended August 31, 1996, respectively.
The Company's President is providing an office mailing address at no
charge to the Company. For purposes of the financial statements, the
Company is accruing $50 per month as additional paid-in capital for
this service.
4. INCOME TAXES
The Company has Federal net operating loss carryforwards of approxi-
mately $96,464 expiring in the years 2011 and 2012. The tax benefit
of these net operating losses, which totals approximately $18,569, has
been offset by a full allowance for realization. This carryforward may
be limited upon the consummation of a business combination under
IRC Section 381. For the period ended May 31, 1997, the valuation
allowance increased by $18,501.
5. SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANC-
ING ACTIVITIES
During the nine months ended May 31, 1997, the Company recorded
amortization of the organization costs of $45.
Similarly, the Company recorded rent expense for the nine months
ended May 31, 1997 of $50 per month for a total of $450.
6. SUBSEQUENT EVENTS
On June 25, 1997, the Company entered into a plan of stock transfer
and exchange among the Company, Multiple Dimensional Laser
Technology, Inc. ("MDLT") Stockholders and Bill Swor.
The agreement provied that the Company would acquire all of the
outstanding shares of MDLT in exchange for 4,800,000 shares of the
Company's stock.
The agreement also provided that the Company would, upon
ratification of the exchange agreement, amend the Articles of
Incorporation to change the corporate name to MDLT and cancel all
previously outstanding Class A and Class B warrants.
The Company agreed to issue certain shares and options to consultants,
and also agreed to enter into a research and development agreement
with Bill Swor.
The transactions contemplated by the agreement were consummated on
June 25, 1997, as a result of which the original MDLT became the
wholly owned subsidiary of the Company, and the officers and
directors of the Company resigned in favor of William Swor and Dan
Parker.
MDLT has its headquarters in Dallas, Texas, and is primarily engaged
in the development, manufacture, sale and distribution of medical laser
equipment.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES: The Company remains
in the development stage, and since inception, has experienced no
significant change in liquidity or capital resources or stockholder's
equity other than the receipt of net proceeds in the amount of $7,494
from its inside capitalization funds. Consequently, the Company's
balance sheet for the period ending May 31, 1997, reflects a current
asset value of $3,731 and a total asset value of $3,986.
RESULTS OF OPERATION: During the period from August 28,
1996 (inception) through May 31, 1997, the Company has engaged in
no significant operations other than the acquisition of capital and
registering its securities under the Securities and Exchange Act of
1934, as amended. No revenues were received by the Company
during this period. The company has experienced a net loss of
$96,464 since inception. This loss is primarily the result of legal and
accounting costs of compliance with the reporting requirements of the
securities laws and issuance of stock to the Company's officers and
directors and other non-management principal shareholders for
consulting services related to organization of the Company and
development of its business plan.
For the current fiscal year, the Company anticipates an increased net
loss owing to expenses associated with locating and evaluating
acquisition candidates. The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not
generate revenues, and may continue to operate at a loss after
completing a business combination, depending upon the performance
of the acquired business.
NEED FOR ADDITIONAL FINANCING: It is not anticipated that
the Company will require additional funds to pay its expenses,
including the costs of compliance with the continuing reporting
requirements of the Securities and Exchange Act of 1934, as amended,
up to the date of completion of a merger or acquisition transaction.
The Company may require addtional funds to pay its expenses after
that date. However, as of the date of this report, the Company has no
known commitments to provide funds.
<PAGE>
SUBSEQUENT EVENT:
Subsequent to May 31, 1997, the Company completed an acquisition
of assets, and as a result of that acquisition, a change of control of the
Company occurred. These events are reflected in Note 6 of the
financial statements included with this report on Form 10-QSB, and
were disclosed in a report on Form 8-K dated June 25, 1997. The
acquisition of assets is expected to have a significant effect on
Company operations subsequent to May 31, 1997.
Part II
PART 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - FINANCIAL DATA SCHEDULE
(b) No reports on Form 8-K were filed during the quarter
ended May 31, 1997.
<PAGE>
Signatures
In accordance with the requirements of the Exchange Act, the regis-
trant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
BUFFALO CAPITAL I, Ltd.
__________________________________
(Registrant)
Date: July 11, 1997
__________________________________
William T. Swor, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> MAY-31-1997
<CASH> 3,731
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,731
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,986
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 7,500
<OTHER-SE> 92,950
<TOTAL-LIABILITY-AND-EQUITY> 3,986
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 96,464
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (96,464)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (96,464)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
