UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 1995
OR
[ ] 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 0-25824
HARVEST CAPITAL CORPORATION
(Name of small business issuer in its charter)
Delaware 13-3334512
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
225 West 37th Street, 5th Floor, New York, New York 10018
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (212) 819-1066
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, par value $.0001 per share
(Title of Class)
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 No X .
Check if disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X]
Issuer's revenues for its fiscal year ended April 30, 1995
were $35.
The aggregate market value of the voting and non-voting common
equity stock held by non-affiliates computed by reference to the
price of such stock in the over-the-counter market as quoted in the
"Electronic Bulletin Board" on November 3, 1999 was approximately
$546,000.
As of November 3, 1999, issuer had 88,999,999 shares of its
common stock, par value $0.001 outstanding.
Transitional Small Business Disclosure Format: Yes No X
PART I
Item 1. Description of Business.
(a) Business Development. Harvest Capital Corporation
("Harvest") was organized under the laws of the State of Delaware
on August 29, 1985. In February 1986, Harvest completed a public
offering of 50,000,000 shares of its Common Stock par value $.0001
per share (the "Common Stock"). In October 1988, Harvest formed a
wholly-owned subsidiary, Exclusives for the Bride, Inc.
("Exclusives"). During its fiscal year ended April 30, 1991
("Fiscal 1991"), the Company sold substantially all of the assets
of Exclusives and since then it has had no substantial revenues.
Since October 31, 1990, the Company's assets have consisted
primarily of Common Stock of JLM Couture, Inc. ("JLM"), a company
registered under the Securities Exchange Act of 1934 which is
engaged in the business of marketing bridal gowns and bridesmaids'
gowns. JLM is controlled by a significant shareholder, officer and
director of the Company. The Company also has a limited amount of
cash. (See "Management's Discussion and Analysis of Financial
Condition and Results of Operations", "Certain Transactions" and
the Consolidated Financial Statements elsewhere herein).
(b) Business of Issuer. The Company is actively seeking
acquisition or merger candidates with operating businesses and is
seeking to complete an acquisition or merger with one of these
candidates.
Item 2. Description of Property.
The Company's executive offices are located at 225 West 37th
Street, 5th Floor, New York, New York 10018, which are made
available to the Company by Mr. Joseph L. Murphy, President of the
Company, for no fee other than the administrative fee referred to
below in Item 12. "Certain Relationships and Related Transactions."
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
During the Company's fourth fiscal quarter ended April 30,
1995, no matters were submitted to a vote of the security holders
of the Company.
PART II
Item 5. Market For Common Equity and Related Stockholder Matters.
The Common Stock is traded in the over-the-counter market and
has been quoted on the "Electronic Bulletin Board" since March 22,
1986. There is a very limited public market for the Common Stock.
As of November 3, 1999, 88,999,999 shares of common stock were
outstanding.
The following table sets forth, for the respective periods
indicated, the high and low bid quotations for Common Stock. The
market quotations represent prices between dealers, do not include
retail markup, markdown, or commissions and may not represent
actual transactions.
Quarter Ended High Bid Low Bid
1994
July 31, 1994 0 0
October 31, 1994 0 0
January 31, 1995 0 0
April 30, 1995 0 0
1995
July 31, 1995 0 0
October 31, 1995 0 0
January 31, 1996 0 0
April 30, 1996 0 0
1996
July 31, 1996 0 0
October 31, 1996 0 0
No dividends have been paid on the Common Stock and the
Company does not anticipate paying dividends in the foreseeable
future.
At November 3, 1999, there were approximately 318 holders of
record of the Company's securities. The Company believes that it
has more shareholders since many of its shares are held in "street"
name.
Item 6. Management's Discussion and Analysis or Plan of
Operations.
(a) Plan of Operation.
The Company's plan of operation for the next twelve months is
to seek acquisition or merger candidates with operating businesses
and complete an acquisition or merger with one of these candidates.
Until such event, the Company does not expect a significant change
in its number of employees and does not expect to purchase or sell
any significant equipment.
Year 2000 Compliance
The Company's activities are limited. To the extent
necessary, the Company is on schedule with a project that addresses
the Year 2000 (Y2K) issue of computer systems and other equipment
with embedded chips or processors not being able to properly
recognize and process date-sensitive information after December 31,
1999. The Company has completed all programming changes required
to make its computer system Y2K complaint. The Company's computer
systems are able to recognize date sensitive information with dates
after December 31, 1999. The total cost incurred to convert the
system has been minimal.
Safe Harbor Statement
Statements which are not historical facts, including
statements about the Company's confidence and strategies and its
expectations about new and existing products, technologies and
opportunities, market and industry segment growth, demand and
acceptance of new and existing products are forward looking
statements that involve risks and uncertainties. These include,
but are not limited to, product demand and market acceptance risks;
the impact of competitive products and pricing; the results of
financing efforts; the loss of any significant customers of any
business; the effect of the Company's accounting policies; the
effects of economic conditions and trade, legal, social, and
economic risks, such as import, licensing, and trade restrictions;
the results of the Company's business plan and the impact on the
Company of its relationship with its lender.
<PAGE>
Item 7. Financial Statements.
The financial statements and supplementary data are included
on pages F-1 through F-8 hereof.
(a)(1) Financial Statements
The following Financial Statements are filed as part of this
report.
Title of Document Page
Report of Independent Certified F-1
Public Accountant
Balance Sheets as of April 30, 1995 and 1994 F-2
Statements of Operations and Comprehensive Income F-3
for the years ended April 30, 1995 and 1994
Statements of Stockholders' Equity for the F-4 - F-5
years ended April 30, 1995 and 1994
Statements of Cash Flows for the years F-6
ended April 30, 1995 and 1994
Notes to Financial Statements F-7 - F-9
(a)(2) Financial Statement Schedules
Schedule I. Marketable Securities - Other Investments S-1
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange
Act.
Set forth below are the names and ages of each executive
officer and director of the Company, their respective positions,
and periods of service:
Name Age Position
Joseph L. Murphy 40 President and
Director
Eve Traube 39 Executive Vice
President and
Director
Daniel M. Sullivan 70 Chairman of the Board
of Directors
The term of office of each executive officer and director is
one year and until his or her respective successor is elected and
qualified.
Joseph L. Murphy has been an officer and director of the
Company since its inception in August 1985. Mr. Murphy also serves
as President and Director of JLM, a company with which he has been
affiliated with since 1986.
Eve Traube has been an officer and director of the Company
since its inception in August 1985. From November 1985 until
present, Ms. Traube has been a director of financial aid and bursar
for Blake Business Institute in New York City, a proprietary
vocational school with an approximate student body of 750 students.
Daniel M. Sullivan has been an officer and director of the
Company since its inception in August 1985. Until 1989, Mr.
Sullivan was President of Frost & Sullivan Inc., a publisher of
marketing research studies. Mr. Sullivan is also a director of
JLM.
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Exchange Act requires the Company's
directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities,
to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of
the Company. Officers, directors and greater then 10% stockholders
are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file. To the Company's knowledge,
based solely on a review of the copies of such reports furnished to
the Company and written representations that no other reports were
required during the fiscal year ended April 30, 1995, all Section
16(a) filing requirements applicable to its officers, directors,
and greater than 10% owners were compiled with.
Item 10. Executive Compensation.
Cash Compensation.
During the fiscal year ended April 30, 1999 ("Fiscal 1999"),
no executive officer received cash compensation from the Company
and no executive officer received any personal benefits. See Item
12. "Certain Relationships and Related Transactions."
Item 11. Security Ownership of Certain Beneficial Owners
and Management.
The following table sets forth as of October 27, 1999 the
number of shares of the Common Stock held by each person who held
of record or was known by the Company to own beneficially more than
5% of the Common Stock, the name and shareholdings of each director
and all officers and directors as a group.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership(1) Class
Joseph L. Murphy 20,400,000 22.9%
1375 Broadway
New York, NY 10018
Eve Traube 8,500,000(2) 11.5%
Sheldon Traube
624 Avenue O
Brooklyn, NY 11230
Daniel M. Sullivan 1,500,000 3.8%
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership(1) Class
Julie Nagel 5,000,000 5.6%
4309 Sawyer
Chicago, IL 60618
All Officers and Directors 30,400,000 33.8%
as a Group
(3 persons)
(1) Except as otherwise set forth below, all shares of Common
Stock are owned directly, and such shareholders have sole voting,
investment, and dispositive power.
(2) Sheldon Traube is deemed to share voting, investment and
dispositive power with his wife, Eve Traube, an officer and
director of the Company.
Item 12. Certain Relationships and Related Transactions.
Mr. Murphy, the Company's President, does not receive a salary
from the Company. He receives an administrative fee of $6,000 per
year for providing management and consulting services and providing
office space to the Company. These fees have been accrued and not
paid. As of April 30, 1999, Mr. Murphy is owed an aggregate of
$54,500 of such fees.
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Articles of Incorporation of the Company, incorporated by
reference to Form S-18 Registration Statement No. 33-2034-NY
(the "Registration Statement").
3.2 By-Laws of the Company incorporated by reference to Exhibit
6 of the Registration Statement.
(b) Reports on Form 8-K
During the last quarter of the fiscal year ended April 30,
1999, the Company filed no reports on Form 8-K.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act the
registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HARVEST CAPITAL CORPORATION
Dated: November 23, 1999 By:s\Joseph L. Murphy
Joseph L. Murphy, President
In accordance with the Exchange Act this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Dated: November 23, 1999 s\Joseph L. Murphy
Joseph L. Murphy, President and
Director (Principal Executive,
Accounting, and Financial Officer)
Dated: November 23, 1999 s\Daniel M. Sullivan
Daniel M. Sullivan, Director
PAUL C. ROBERTS
Certified Public Accountant
600 Bedford Road
Pleasantville, NY 10570
(914) 741-1508
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders
Harvest Capital Corporation
I have audited the accompanying balance sheets of Harvest Capital
Corporation, a corporation in the development stage since December 1,
1990, as of April 30, 1995 and 1994, and the related statements of
operations, changes in stockholders' equity and cash flows for the years
then ended and for the period from inception of the development stage
(December 1, 1990) to April 30, 1995. These financial statements are
the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing standards. Those standards require that I 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. I believe that my audits provide a reasonable basis for
my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Harvest
Capital Corporation as of April 30, 1995 and 1994, and the results of
its operations and its cash flows for the years then ended, and from the
period of its development stage inception (December 1, 1990) to April
30, 1996, in conformity with generally accepted accounting principles.
PAUL C. ROBERTS
Certified Public Accountant
Pleasantville, New York
September 20, 1999
HARVEST CAPITAL CORPORATION
(A Development Stage Corporation)
BALANCE SHEETS
April 30, 1995 and 1994
ASSETS
1995 1994
Current assets:
Cash $ 1 $ 1
Total current assets 1 1
Other assets:
Securities available for sale 92,740 91,111
Total assets $ 92,741 $ 91,112
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses and taxes payable $ 15,690 $ 15,690
Due to related party 25,300 17,500
Total current liabilities 40,990 33,190
Stockholder's equity:
Preferred stock - $.0001 par value
authorized 5,000,000 shares; issued
and outstanding - none
Common stock - $.0001 par value,
authorized 300,000,000 shares:
issued and outstanding 88,999,999
at April 30, 1999 and 1998 8,900 8,900
Additional paid-in capital 442,980 442,980
Retained (deficit) - prior to
development stage inception (314,120) (314,120)
Retained (deficit) - development
stage (87,638) (79,838)
Unrealized gain on securities
available-for-sale, net of taxes 1,629 -
Total stockholders' equity 51,751 57,922
$ 92,741 $ 91,112
See accompanying notes to financial statements.
HARVEST CAPITAL CORPORATION
(A Development Stage Corporation)
STATEMENTS OF OPERATIONS
April 30, 1995 AND 1994
Cumulative
from
November 1,
1990 to
April 30,
1995 1994 1995
Revenues:
Interest $ - $ - $ 2,765
Costs and expenses:
General and adminis-
trative $ 1,800 $ 1,800 55,666
Management fees -
related party 6,000 6,000 33,000
7,800 7,800 88,666
(Loss) from operations (7,800) (7,800) (85,901)
(Loss) on Sale of Stock - - -
Loss before Provision for
income taxes (7,800) (7,800) (85,901)
Provision for income
taxes - - 1,737
Net (loss) $ (7,800) $ (7,800) $ (87,638)
Net (loss) per
common share $ - $ -
Weighted average
common shares
outstanding 88,999,999 89,999,999
See accompanying notes to financial statements.
HARVEST CAPITAL CORPORATION
(A Development Stage Corporation)
<TABLE> STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>
Accumulated Accumulated Unrealized
Deficit Deficit Gains on
Additional Prior to During Securities
Common Stock Paid In Development Development Available
Shares Par Value Capital Stage Stage for Sale Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
April 30,
1990 88,999,999 $8,900 $442,980 $ (306,891) $ - $ - $135,723
Net (loss)
5/1/90 to
10/31/90 - - - (7,229) - - (7,229)
Net (loss)
11/1/90 to
4/30/91 - - - - (2,037) - (2,037)
Balance,
April 30,
1991 88,999,999 8,900 442,980 (314,120) (2,037) - 135,723
Net (loss) - - - - (38,055) - (38,055)
Balance,
April 30,
1992 88,999,999 8,900 442,980 (314,120) (40,092) - 97,668
Net (loss) - - - - (28,700) - (28,700)
Balance,
April 30,
1993 88,999,999 8,900 442,980 (314,120) (68,792) - 68,968
Net (loss) - - - - (11,046) - (11,046)
Balance,
April 30,
1994 88,999,999 8,900 442,980 (314,120) (79,838) - 57,922
Net (loss) - - - - (7,800) 1,629 (6,171)
Balance,
April 30,
1995 88,999,999 $8,900 $442,980 $(314,120) $(87,638) $1,629 $ 51,751
</TABLE>
See accompanying notes to financial statements.
HARVEST CAPITAL CORPORATION
(A Development Stage Corporation)
STATEMENTS OF CASH FLOWS
YEARS ENDED APRIL 30, 1995 AND 1994
Cumulative
from
November 1,
1990 to
April 30,
1995 1994 1995
Cash flows from operating
activities:
Net (loss) $ (7,800) $(11,046) $ (87,638)
Adjustments to reconcile net
(loss) to net cash (used)
by operating activities:
Unrealized gain (loss) on
securities available for sale (1,629) - 131,660
Loss on sale of securities - - 1,629
Changes in assets and
liabilities:
(Increase) in marketable
securities (1,629) - (3,747)
Decrease in organization
expense - - 30
Increase in accounts payable,
accrued expenses and taxes - 5,000 1,463
Increase in amounts due to
related party 7,800 6,000 25,300
Net cash (used) by operating
activities - (46) (62,963)
Cash flows from investing
activities:
Proceeds from sale of
securities - - -
Net cash provided by
investing activities - - -
Net increase (decrease)
in cash and cash equivalents 1 (46) (62,963)
Cash and cash equivalents,
beginning of year 1 47 62,964
Cash and cash equivalents,
end of year $ 1 $ 1 $ 1
Supplemental disclosures of
cash flow information:
Cash received from interest income $ - $ -
See accompanying notes to financial statements.
HARVEST CAPITAL CORPORATION AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1995 AND 1994
1. ORGANIZATION AND OPERATIONS OF COMPANY
Harvest Capital Corporation (the "Company") was organized
under the laws of the state of Delaware on August 29, 1985.
Through October 1990 the Company was engaged in the retail
sale of bridal clothes and since then has been engaged in the
activity of searching for and investigating business
opportunities and is therefore considered to be in the
development stage since October of 1990.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Income (Loss) Per Share
Per share computations are based on the weighted average
number of shares outstanding during the period.
Use of Estimates
The preparation of the financial statements in conformity with
generally accounting principles requires management 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
revenues and expenses during the reporting period. Actual
results could differ from those estimates.
3. MARKETABLE EQUITY SECURITIES
All of the Company's securities are classified as available-for-sale
securities and are recorded at fair value with
unrealized gains and losses included in comprehensive income
and reported, net of taxes, in a separate component of
stockholders' equity. The basis of cost used in determining
realized gains and losses are the first-in, first-out method.
HARVEST CAPITAL CORPORATION AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1995 AND 1994
Investments in securities at April 30, 1995 were as follows:
Gross Gross Un-
Amortized Unrealized realized Fair
Cost Gains Losses Value
Available-for-sale securities $91,111 $1,629 - $92,740
Investments in securities at
April 30, 1994 were as follows:
Available-for-sale securities $91,111 $ - - $91,111
Proceeds from sale of available-for-sale securities were $14,540 in 1996 and
$0 in 1995.
4. INCOME TAXES
The Company uses the liability method required by Statement
of Financial Accounting Standards No. 109, "Accounting for
Income Taxes", whereby deferred income taxes are recorded
based upon the difference between financial statement and tax
bases of assets and liabilities. The Company has net
operating loss carryforwards of approximately $405,000 that
can be used through the years ending April 30, 2004 to April
30, 2010. The Company has recognized a full valuation
allowance for the net operating loss carryforwards and
therefore no deferred tax asset has been recognized.
5. STOCK OPTIONS
In November 1991, the Company issued to officers and members
of the Board of Directors options to purchase a maximum of
10,000,000 shares of common stock at a price of $.00125 per
share for a period of five years. Subsequent to the year end
all of these options expired.
In October 1995, the FASB issued Statement of Financial
Accounting Standards No. 123 "Accounting and Disclosure of
Stock Based Compensation" (Statement 123). Statement 123 is
effective for fiscal years beginning after December 15, 1995,
and allows for the option of continuing to follow Accounting
Principles Board Opinion No. 25 (APB 25), "Accounting for
Stock Issued to Employees" and the related interpretations or
selecting the fair value method of expense recognized as
described in Statement 123. The Company has elected to
follow APB 25 in accounting for its employee stock options.
Under APB 25, because the exercise price of the Company's
employee stock options are equal to or less than the market
price or the underlying stock on the date of grant, no
compensation expense is recognized.
Pro Forma net income had Statement 123 been applied would not
change. There is no market for the Company's stock at this
time and therefore the Company believes the fair value of all
outstanding options to be zero.
6. RELATED PARTY TRANSACTIONS
The Company has paid or accrued management fees to a firm of
which a principal, Joseph Murphy, is also an officer,
director and major shareholder of the Company. These fees
included $6,000 for each of the years ended April 30, 1995
and 1994, respectively.
HARVEST CAPITAL CORPORATION AND SUBSIDIARY
SCHEDULE 1 - MARKETABLE SECURITIES - OTHER INVESTMENTS
COL. A COL. B COL. C COL. D COL. E
NAME AND NUMBER OF SHARES COST OF EACH MARKET VALUE AMOUNT AT
ISSUER AND OR UNITS- ISSUE OF EACH ISSUE WHICH
TITLE OF PRINCIPAL OF AT BALANCE EACH PORTFOLIO
ISSUE BONDS OR NOTES SHEET DATE OF EQUITY
SECURITY ISSUE
IS CARRIED IN
THE BALANCE
SHEET
JLM Couture, Inc.
- -Common Shares
(Unregistered) 39,407 59,111 39,407 39,407
JLM Couture, Inc.
- -Common Shares
(Unregistered) 53,333 32,000 53,333 53,333
92,740 $91,111 $92,740 $92,740
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1995
<PERIOD-END> APR-30-1995
<CASH> 1
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 92,741
<CURRENT-LIABILITIES> 40,990
<BONDS> 0
0
0
<COMMON> 8,900
<OTHER-SE> 42,851
<TOTAL-LIABILITY-AND-EQUITY> 92,741
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 7,800
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (7,800)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,800)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,800)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
