U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1999
[ ] TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission file number 0-17232
CAPITAL RESERVE CORPORATION
(Exact name of small business issuer
as specified in its charter)
COLORADO 84-0888594
(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation or organization)
#11-1861 BEACH AVENUE
VANCOUVER, BRITISH COLUMBIA V6G 1Z1 CANADA
(Address of principal executive offices)
(604) 687-4828
(Issuer's telephone number)
NOT APPLICABLE
(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 _X_ No __
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date:
1,411,045 Shares of Class A Common Stock, no par value,
as of November 11, 1999.
250,000 Shares of Class B Preferred Stock, no par value,
as of November 11, 1999.
Transitional Small Business Disclosure Format (check one);
Yes___ No _X_
PART I FINANCIAL INFORMATION
ITEM I FINANCIAL STATEMENTS
CAPITAL RESERVE CORPORATION
Consolidated Financial Statements (Management prepared)
For the Nine Month Periods ended September 30, 1999 and 1998
Index
Consolidated Balance Sheet
Consolidated Statement of Operations and Deficit
Consolidated Statement of Changes in Shareholders Equity
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
<PAGE>
CAPITAL RESERVE CORPORATION
Consolidated Balance Sheet
ASSETS
Current
Cash $ 574
Receivables 2,500
Prepaid consulting-related party 15,000
Loans Receivable 54,500
TOTAL CURRENT ASSETS $ 72,574
LIABILITIES
Current
Accounts payable and accrued liabilities $ 26,650
Loans payable 70,000
TOTAL CURRENT LIABILITIES 96,650
STOCKHOLDER'S EQUITY
Class A common stock $ 3,216,012
Class B preferred stock 50,000
Accumulated deficit (3,290,088)
$ (24,076)
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 72,574
<PAGE>
CAPITAL RESERVE CORPORATION
Consolidated Statement of Operations
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
1999 1998 1999 1998
Revenues $ $ $ $
Insurance residuals - 381 - 2,692
Interest and dividends - 22 - 37
Investment (loss) gains - - - (2,302)
Loss on sale of assets - - - (13,813)
Other - 450 - 9,319
Total revenues $ - $ 853 $ - $ (4,067)
Expenses
General and administrative $ 26,354 $ 1,161 $80,455 $ 17,440
Net (loss) $(26,354) $(30) $(80,455) $(21,507)
Net (loss) per common share $ (.02) $ * $ (.06) $ (.04)
Weighted average shares
outstanding 1,411,045 546,045 1,411,045 546,045
*Less than $0.01
<PAGE>
CAPITAL RESERVE CORPORATION
Consolidated Statements of Stockholders' Equity
(Unaudited)
Class A Common Class B Common Accumulated
Shares Amount Shares Amount Deficit
December 31, 1997 546,045 $3,138,102 250,000 $50,000 $(3,166,302)
Issuance of common
stock net of offering
cost of $4,940 250,000 $ 20,060 - - -
Net (loss) - $ - - $ - $ (43,331)
December 31, 1998 796,045 $ 3,158,162 250,000 $50,000 $(3,209,633)
Issuance of common
stock net of offering
cost of $3,650 615,000 $ 57,850 - $ - $ -
Net (loss) - - - - $ (80,455)
1,411,045 $3,216,012 250,000 $50,000 $(3,290,088)
<PAGE>
CAPITAL RESERVE CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30,
1999 1998
Operations Activities:
Net loss $ (80,455) $(21,507)
Reconciling adjustments
Depreciation and amortization - 964
Loss (gain) on investments - 2,302
Loss on sale of assets - 13,813
Partnership (loss) income - 11,175
Other - 8,047
Changes in assets and liabilities:
Other current assets (72,000) 351
Accounts payable and
accrued liabilities 13,662 (49,012)
Total adjustments (58,338) (12,360)
Net cash used for operating activities (138,793) (33,867)
Investing activities:
Investments in common stock - (1,893)
Sales of investments
in common stock - 21,462
Proceeds from sale of assets - 5,843
Net cash provided by investing activities - 25,412
Financing activities:
Issuance of common stock 61,500 -
Loans Payable 70,000 -
Offering costs (3,650) -
Net cash provided by financing activities 127,850 -
Net change in cash and cash equivalents (10,943) (8,455)
Cash and cash equivalents
at beginning of period 11,517 8,748
Cash and cash equivalents
at end of period 574 293
<PAGE>
CAPITAL RESERVE CORPORATION
Notes to Consolidated Financial Statements
September 30, 1999
(Unaudited)
Note 1 - Management's Statement
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments (all of which are normal and
recurring in nature) necessary to present fairly the financial position of
Capital Reserve Corporation as of September 30, 1999, and the results of
operations for the three months and nine months ended September 30, 1999 and
1998 and cash flows for the nine months ended September 30, 1999, and 1998.
The Notes to Consolidated Financial Statements which are contained in the
Form 10-KSB for the period ending December 31, 1998, should be read in
conjunction with these consolidated financial statements.
Note 2 - Related Party Transaction
On October 6, 1998, Glen C. Loder entered into an agreement with Ralph W.
Newton, Jr., the former president and director of the Company, and Patricia
L. Newton, Mr. Newton's wife to purchase their ownership of 140,000 Class B
Preferred Stock for $40,000 plus options to purchase up to 200,000 shares of
the Company's common stock at a price of $.25 per share which Mr. Loder would
cause the Company to issue. The option was issued in 1999. Mr. Loder agreed
to cause the Company to engage in a private placement of its common stock, of
which the first $40,000 raised would be used to pay a management fee to Mr.
Loder. Mr. Loder then used the management fee to pay the purchase price.
This amount was paid in 1999. (See Note 3.)
On October 6, 1998, the Company entered into a management agreement with Mr.
Loder. The agreement provides that Mr. Loder shall serve as Chairman of the
Board of Directors and President of the Company, until terminated by the
Company or Mr. Loder. Under the terms of the agreement, Mr. Loder will
receive $5,000 per month plus expenses.
In March 1998, a corporation which a former officer of the Corporation is
affiliated with purchased the Company's insurance residual for $15,000.
This amount is included in other revenue in the accompanying financial
statements.
Note 3 - Private Placement of Common Stock
The Company offered for sale up to 5,000,000 shares of its Class A common
stock at $0.10 per share. The offering provided for a $50,000 minimum on a
best efforts basis through its officers and directors on such sales. As of
March 31, 1999, the Company had sold 865,000 shares for $86,500 and incurred
$8,590 in commission and offering expense. The Company used the proceeds of
the stock sales prior to meeting the $50,000 minimum as provided for in the
private placement summary and therefore certain buyers had the right to
rescind their purchase of stock. The Company offered the buyers the right
to rescind their stock purchase and no stock buyers requested their shares
be redeemed.
Note 4 - Private Placement of Common Stock
The Company offered for sale up to 2,000,000 units of its Class A common
stock at $0.50 per unit, each unit consisting of one share and one warrant
to acquire a like number of additional shares of common stock at $1.00 per
share. As of September 30,1999, and also through the date of this report,
the Company had not sold any shares.
Note 5 - Loans Payable
During the quarter ended September 30, 1999, the Company negotiated loans
totaling $70,000. The loans are interest bearing at 10% per annum, payable
upon demand. The Company expects to retire the debt from the Private
Placement of Common Stock presently offered.
Note 6 - Subsequent Events
Subsequent to September 30, 1999, Mr. Glen Loder, Chairman of the Board,
President and Director of the Company passed away unexpectedly. His
position was filled by W. Scott Lawler, legal counsel for the Company. Mr.
Lawler will maintain the position of President and Director until such time
as a replacement can be found.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
GENERAL
The Company has essentially suspended all of its operations. Management has
disposed of most of the Company's assets and applied the proceeds from the
sale of those assets to decreasing the Company's outstanding liabilities.
As of the date of this report the Company had no source of income. The
Company must rely entirely upon the sale of stock to pay any expenses the
Company incurs. Therefore, the financial statements included in this report
for the nine months ended September 30, 1999 and 1998, are not necessarily
indicative of the Company's future operations.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation's working capital at September 30, 1999, was ($24,076), as
compared to $(1,471) at December 31, 1998. Since the Corporation has no
significant source of revenue, working capital will continue to be depleted
by operating expenses. Furthermore, if the Corporation should generate an
operating loss for the current year comparable to the loss incurred for the
year ended December 31, 1998, a substantial portion of the Corporation's
remaining cash and working capital will be depleted.
The Corporation had current liabilities of $96,650 at September 30, 1999, as
compared to $12,988 at December 31, 1998.
RESULTS OF OPERATIONS
The Corporation had no revenues for the nine months ended September 30, 1999.
For the nine months ended September 30, 1998 the Corporation had total
revenues of $(9,319).
Management is in the process of seeking a viable company to acquire or with
which to merge. Until such a company can be identified, the Corporation has
no source of income and no viable operations. There is no guaranty that
management will be able to locate any such company. If the Corporation is
able to find a suitable merger or acquisition candidate, any such merger or
acquisition would most likely result in the Corporation having to issue a
substantial amount of stock to consummate the transaction.
General and administrative expenses for the nine months ended September 30,
1999, include consulting fees to Mr. Loder, the President and a director of
the Corporation, of $45,000. General and administrative expenses for the
nine months ended June 30, 1999, also include: (i) office expenses of $9,010;
(ii) legal fees of $16,550; (iii) outside consulting fees of $4,000 and (vi)
accounting and auditing expenses of $4,975.
As compared to the nine months ended September 30, 1998, operating expenses
for the current period increased by 361%. The net loss from continuing
operations for the nine months ended September 30, 1999 increased by 274%
compared to 1998. The increases in expenses and the Corporation's net loss
are attributable to the consulting fees paid to Mr. Loder, pursuant to the
Management Agreement between the Corporation and Mr. Loder, and legal
expenses.
During the last quarter of fiscal 1998 and the first quarter of fiscal 1999,
the Corporation conducted a private placement of shares of the Corporation's
Class A Common Stock, no par value pursuant to Rule 506 of Regulation D. A
total of 865,000 shares were sold at a price of $0.10 per share, for gross
proceeds of $86,500. The net loss per common share for the six months ended
September 30, 1999, increased to $0.06 as compared to $0.04 for the same
nine month period from the previous year.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES
From November 1998 through February 1999, the Corporation conducted a private
placement of shares of the Corporation's Class A Common Stock, no par value
(the "Shares"), pursuant to Rule 506 of Regulation D promulgated under the
federal Securities Act of 1933. Sales were made to a total of ten (10)
Canadian citizens. A total of 865,000 shares were sold at a price of $0.10
per share, for gross proceeds of $86,500. The Company paid commissions of
10% to persons assisting the Corporation with sales. Kerry Loder, the son of
Glen C. Loder, an officer and director of the Corporation, had received
commissions of $3,650 in connection with the sale of shares.
During the first quarter of 1999, the Company was in the process of offering
rescission to the purchasers of shares in the private placement based upon
statements by the Company that it would not pay commissions on sales of
shares and that the Company would terminate the offering if it had not
received subscriptions for $50,000 by December 31, 1998.
The Company did not sell the minimum subscription amount of $50,000 by
December 31, 1998, and did not terminate the offering by such date. The
Company continued to offer the shares and utilized funds from the sale of
shares prior to receiving the minimum subscription amount of $50,000. In
addition, the Company paid commissions of approximately 10% to persons
selling shares in the offering.
Pursuant to the terms of the Stock Purchase Agreement between Mr. Loder,
Ralph W. Newton and Patricia L. Newton, the Company issued an option to Mr.
and Mrs. Newton on February 3, 1999. The option entitles Mr. and Mrs. Newton
to acquire up to 200,000 shares of the Corporation's Class A Common Stock at
a price of $0.25 per share at any time on or before February 3, 2001. The
option was issued pursuant to Section 4(2) of the Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
REGULATION S-B
<TABLE>
CONSECUTIVE NUMBER EXHIBIT PAGE NUMBER
<S> <C> <C>
2 Plan of purchase, sale, reorganization arrangement,
liquidation, succession N/A
3(i) Articles of Incorporation as Amended(1)<F1> N/A
3(ii) Bylaws as Amended(2)<F2> N/A
4 Instruments defining the rights of security holders,
including indentures N/A
10.1 Settlement Agreement(3)<F3> N/A
10.2 Sub-Contracting Agreement with Columbia Financial
Group(6)<F6> N/A
10.3 Management Agreement with Mr.Loder(7)<F7> N/A
11 Statement re computation of per share earnings(4)<F4> N/A
15 Letter on unaudited financial information(5)<F5> N/A
16.1 Letter from John M. Hanson & Company, P.C. regarding
change in certifying accountants(6)<F6> N/A
27 Financial Data Schedule
</TABLE>
- -----------------------------------------------
[FN]
<F1>
(1) Incorporated by reference to the Exhibits previously filed with the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990.
<F2>
(2) Incorporated by reference to the Exhibits previously filed with the
Corporation's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994.
<F3>
(3) Incorporated by reference to the Exhibits previously filed with the
Corporation's Annual Report on Form 10-KSB/A Amendment No. 1 for the
fiscal year ended December 31, 1996.
<F4>
(4) See Part I - Financial Statements.
<F5>
(5) See Part I - Financial Statements.
<F6>
(6) Incorporated by reference to the Exhibits previously filed with the
Corporation's Quarterly Report on Form 10-QSB for the period ended
September 30, 1997.
</FN>
<F7>
(7) Incorporated by reference to the Exhibits previously filed with the
Corporation's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998.
(B) REPORTS ON FORM 8-K:
Form 8-K dated November 1, 1999 reporting the death of Mr. Glen C. Loder,
president and a director of the Registrant, under Item 5 - Other Events.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
CAPITAL RESERVE CORPORATION
(Registrant)
Date: November 11, 1999
By:/S/ W. Scott Lawler
President
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 574
<SECURITIES> 0
<RECEIVABLES> 2,500
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 72,574
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 72,574
<CURRENT-LIABILITIES> 96,650
<BONDS> 0
0
50,00
<COMMON> 3,216,012
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 72,574
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 80,455
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (80,455)
<INCOME-TAX> 0
<INCOME-CONTINUING> (80,455)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (80,455)
<EPS-BASIC> (0.06)
<EPS-DILUTED> (0.06)
</TABLE>
