<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission File Number
June 30, 1997 0-7693
- - --------------------- ----------------------
INTERNATIONAL MERCANTILE CORPORATION
(Exact name of Registrant as specified in its charter)
Missouri 43-0970243
- - --------------------------- --------------
(State or other jurisdiction (IRS Employer
of Incorporation of Identification
Organization) Number)
7979 Old Georgetown Road, Bethesda MD 20814
- - ------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
(301) 654-1980
--------------
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $1.00 per share
---------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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 No X
---- ----
Number of shares of Common Stock Outstanding December 31, 1996
3,133,315
---------
<PAGE> 2
INTERNATIONAL MERCANTILE CORPORATION
QUARTERLY REPORT
AS OF JUNE 30, 1997
PART -1
FINANCIAL INFORMATION
ITEM 1- FINANCIAL INFORMATION
INTERNATIONAL MERCANTILE CORPORATION
June 30, 1997
<PAGE> 3
INTERNATIONAL MERCANTILE CORPORATION
BALANCE SHEETS
AS OF JUNE 30,1997
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
------ YEAR ENDED
DECEMBER 31,
JUNE 30, 1997 1996
------------- -------------
<S> <C> <C>
Cash - -
Other Receivables - -
TOTAL ASSETS $ - $ -
------------ ========== ==========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIENCY
-----------------------------------------------
JUNE 30 1996
------------ ----------
<S> <C> <C>
LIABILITIES
Mortgage and Notes Payable 57,494 57,494
Due to Related Parties 580,263 180,263
Other Liabilities 75,638 75,638
----------- ------------
TOTAL LIABILITIES 713,395 313,395
----------- ------------
STOCKHOLDERS' EQUITY DEFICIENCY
Common stock,
$1 par value, 5,000,000
shares authorized,
3,133,151 shares
issued and outstanding 3,133,151 3,133,151
Capital in excess of par 5,326,394 5,326,394
Deficiency (7,958,757) (7,958,757)
---------- ----------
500,788 500,788
Less: Treasury stock at cost 814,183 814,183
---------- ----------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIENCY) (713,395) (313,395)
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIENCY) $ - $ -
------------ =========== ==========
</TABLE>
Read accompanying notes to financial statements.
2
<PAGE> 4
INTERNATIONAL MERCANTILE CORPORATION
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS JUNE 30, 1997
<TABLE>
<CAPTION>
THREE MONTHS ENDING SIX MONTHS ENDING
JUNE 30 JUNE 30
1997 1997
------------------- -----------------
<S> <C> <C>
REVENUE $ - -
GENERAL AND
ADMINISTRATIVE - -
----------- ----------
LOSS BEFORE LOSS FROM SUBSIDIARIES
AND LOSS ON DISPOSITION OF
SUBSIDIARIES - -
LOSS FROM SUBSIDIARIES - -
----------- ----------
LOSS BEFORE LOSS ON DISPOSITION
OF SUBSIDIARIES - -
LOSS ON DISPOSITION
OF SUBSIDIARIES - -
----------- ----------
NET LOSS $ - -
- - -------- ========================
NET LOSS PER COMMON SHARE
- - -------------------------
NET LOSS BEFORE LOSS ON DISPOSITION
OF SUBSIDIARIES $ - -
LOSS ON DISPOSITION OF
SUBSIDIARIES - -
----------- ----------
NET LOSS $ - -
- - -------- =========================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 3,133,151 3,133,151
- - ------------------ =========== ==========
</TABLE>
Read accompanying notes to financial statements.
3
<PAGE> 5
INTERNATIONAL MERCANTILE CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ -
Adjustments to reconcile net loss
to net cash (used in) provided by
operating activities:
Depreciation and amortization $ -
Loss on disposition of subsidiaries $ -
Loss on litigation settlement $ -
Loss on sale of property and
equipment $ -
Equity in net income (loss) of
affiliate
Changes in:
Other receivables $ -
Other liabilities -
-----------
Net Cash (Used in) Provided
by Operating Activities
-
-----------
CASH FLOW FROM FINANCING ACTIVITIES:
Payments on mortgage and notes
-
Advances from related parties
-----------
Net Cash Provided by (Used In)
Financing Activities
-----------
(DECREASE) IN CASH -
CASH - BEGINNING OF YEAR -
-----------
CASH - END OF QUARTER $ -
-------------------------- ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during QUARTER for:
Interest $ -
===========
</TABLE>
Read accompanying notes to financial statements.
5
<PAGE> 6
INTERNATIONAL MERCANTILE CORPORATION
STATEMENTS OF CASH FLOWS
AS OF June 30, 1997
SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:
OPERATIONS
The company continues to review merger candidates.
LIQUIDITY AND CAPITAL
There have been losses for the second quarter and liquidity remains very low.
Cash flow from operations remains negative as they were for the previous year.
There is no future revenue or liquidity expected from current operations.
<PAGE> 7
PART - 1 FINANCIAL INFORMATION
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATION
June 30, 1997
The Company has suffered severe losses for the past six years.
Management has not been able to secure working capital for the Company from
outside debt or equity funding sources.
Management has spent considerable time and effort to bring the
Company's public securities filings current to allow it to merge with, acquire
or be acquired by another company. At this point in time management has
several such business combination candidates and plans to work aggressively in
the area when its filings are current.
There is no cash flow from operations and unless the Company can
successfully develop relationships with financial sources and acquire an
operating company which can immediately generate cash flow from operations, no
cash flow is anticipated.
HAMC ceased operations in 1995 and is currently inactive, the
company has been sold to Continent Finance Corporation.
To bring operational capability and positive cash flow to IMC,
management will seek to acquire assets that will improve the overall financial
picture of the Company. Management plans to restructure the capital stock of
the Company by reducing the total number of outstanding common shares and
introducing new classes of stock.
This plan of acquisition and reorganization should put the Company
in a better position to attract working capital from debt and equity sources.
There is absolutely no assurance that any or all of these steps can be
successfully completed. In the event that management fails to meet its goals,
the Company will not be a viable going concern and may face bankruptcy or
liquidation.
The Company has ongoing cash demands that are not being met.
Management has agreed to be paid in stock to minimize the cash burden to the
Company. There are several advisors, consultants and professionals who are
due fees, and management plans to fulfill these responsibilities first since
these advisors, professionals and consultants are necessary to bring the
Company's public filings current and inject working capital and operational
assets into the Company.
<PAGE> 8
International Mercantile Corporation
June 30, 1997
PART -2 OTHER INFORMATION
ITEM 1
EXECUTIVE COMPENSATION
No cash compensation, including bonuses, was paid during the
Second Quarter of 1997 by IMC to any of its executive officers. No fees were
paid to Board members for attending Board meetings during 1997 however all such
fees, expenses and compensation have been deferred on the books of the company
in accordance with the terms of the agreements signed by the company . Shares
of the Company's common stock may be issued to its officers representing the
fair market value of services actually rendered by them without pay and as
reimbursement for expenses actually incurred by them in the performance of
their duties as officers of the Company.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON IT'S BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
INTERNATIONAL MERCANTILE CORPORATION
/s/ MAX APPLE
- - -----------------
MAX APPLE
CHAIRMAN
/s/ GREG DUTCHER
- - -----------------
GREG DUTCHER
SECRETARY
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 713,395
<BONDS> 0
0
0
<COMMON> 3,113,315
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 713,395
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
