UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the period ended: November 30, 1995
Commission File No. 0-26136
UNIVERSAL CAPITAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1018684
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
16178 East Prentice Place, Aurora, Colorado 80015
--------------------------------------------------
(Address of principal executive offices)
(303) 690-6787
----------------------------------------------------
(Registrant's telephone number, including area code)
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 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.
[ X ] Yes [ ] No
As of November 30, 1995, Registrant had 2,000,000 shares of common stock, no
Par Value, outstanding.
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
Balance Sheets, February 28, 1995 and
November 30, 1995 (Unaudited) 2
Statements of Operations, Three Months
Ended November 30, 1995 (Unaudited) and
From March 5, 1986 (Date of Inception)
through November 30, 1995 (Unaudited) 3
Statements of Operations, Nine Months
Ended November 30, 1995 (Unaudited) and
From March 5, 1986 (Date of Inception)
through November 30, 1995 (Unaudited) 4
Statements of Cash Flows, Three Months
Ended November 30, 1995 and From March
5, 1986 (Date of Inception) through
November 30, 1995 (Unaudited 5
Statements of Cash Flows, Nine Months
Ended November 30, 1995 and From March
5, 1986 (Date of Inception) through
November 30, 1995 (Unaudited 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 7
PART II. OTHER INFORMATION 8
Signatures 8
UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
BALANCE SHEETS
(Unaudited)
[CAPTION]
ASSETS
February 28, November 30,
1995 1995
[S] [C] [C]
Current Assets:
Cash - demand deposit $ 12,680 $ 266
Cash - certificate of deposit 102,018 -
Treasury bill at cost 99,651 -
Other 283 -
Total Current Assets 214,632 266
TOTAL ASSETS $214,632 $ 266
[CAPTION]
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
[S] [C] [C]
Current Liabilities:
Accounts payable 3 33,325
Notes payable, related parties - 14,500
Total Current Liabilities 3 47,825
TOTAL LIABILITIES 3 47,825
Stockholders' Equity:
Common stock, No par value, authorized
100,000,000 shares, issued and
outstanding 200,000 and 2,000,000
shares, respectively 245,060 49,838
Excess of expenses over revenue during
development stage (30,431) (97,397)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 214,629 (47,559)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 214,632 $ 266
The accompanying notes are an integral part of the financial statements.
UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
[CAPTION]
From March 5,
1986 (Date
Three Months of Inception)
Ended through
November 30, 1995 November 30, 1995
[S] [C] [C]
Revenue:
Interest income $ - $ 87,721
Expenses:
Accounting and legal 27,703 101,613
Stock issued for services - 62,000
Miscellaneous 334 18,345
28,037 181,958
Excess of Expenses over Revenue
During Development Stage
before Provision for Income Taxes (28,037) (94,237)
Provision (Credit) for Income Taxes
Current - 3,160
Excess of Expenses over Revenue
During Development Stage $(28,037) $(97,397)
Excess of Expenses over Revenue
During Development Stage
Per Share $ (.01) $ (.05)
The accompanying notes are an integral part of the financial statements.
UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
[CAPTION]
From March 5,
1986 (Date
Nine Months of Inception)
Ended through
November 30, 1995 November 30, 1995
[S] [C] [C]
Revenue:
Interest income $ 2,113 $ 87,721
Expenses:
Accounting and legal 47,070 101,613
Stock issued for services 19,000 62,000
Miscellaneous 3,951 18,345
70,021 181,958
Excess of Expenses over Revenue
During Development Stage
before Provision for Income Taxes (67,908) (94,237)
Provision (Credit) for Income Taxes
Current (942) 3,160
Excess of Expenses over Revenue
During Development Stage $(66,966) $(97,397)
Excess of Expenses over Revenue
During Development Stage
Per Share $ (.03) $ (.05)
The accompanying notes are an integral part of the financial statements.
UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
[CAPTION]
From March 5,
1986 (Date
Three Months of Inception)
Ended through
November 30, 1995 November 30, 1995
[S] [C] [C]
Cash Flows From Operating Activities:
Excess of Expenses over Revenue
During Development Stage $(28,037) $(97,397)
Adjustments to reconcile net
income to net cash provided
by (used in) operating activities:
Issuance of stock for services - 62,000
Increase in accounts payable 27,836 33,325
Net Cash Provided By (Used in)
Operating Activities (201) (2,072)
Cash Flows From Investing Activities:
Disposition of treasury bill - -
Net Cash Provided By Investing
Activities - -
Cash Flows From Financing Activities:
Issuance (Redemption) of stock, net of
offering cost - 237,838
Dividends - (250,000)
Loans from related parties - 14,500
Net Cash Provided By (Used in)
Financing Activities - 2,338
Increase (decrease) in cash (201) 266
Cash, beginning of period 467 -
Cash, end of period $ 266 $ 266
Interest paid $ - $ -
Income taxes paid $ - $ 3,129
The accompanying notes are an integral part of the financial statements.
UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
[CAPTION]
From March 5,
1986 (Date
Nine Months of Inception)
Ended through
November 30, 1995 November 30, 1995
[S] [C] [C]
Cash Flows From Operating Activities:
Excess of Expenses over Revenue
During Development Stage $(66,966) $(97,397)
Adjustments to reconcile net
income to net cash provided
by (used in) operating activities:
Issuance of stock for services 19,000 62,000
Increase in accounts payable 33,322 33,325
Decrease in interest receivable 283 -
Net Cash Provided By (Used in)
Operating Activities (14,361) (2,072)
Cash Flows From Investing Activities:
Disposition of treasury bill 99,651 -
Net Cash Provided By Investing
Activities 99,651 -
Cash Flows From Financing Activities:
Issuance of stock, net of offering cost 35,778 237,838
Dividends (250,000) (250,000)
Loans from related parties 14,500 14,500
Net Cash Provided By (Used in)
Financing Activities (199,722) 2,338
Increase (decrease) in cash (114,432) 266
Cash, beginning of period 114,698 -
Cash, end of period $ 266 $ 266
Interest paid $ - $ -
Income taxes paid $ - $ 3,160
The accompanying notes are an integral part of the financial statements.
UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. The financial statements includes herein have been prepared by the
Company without audit except the February 28, 1995 balance sheet which was
audited. The statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission and reflect all
adjustments, consisting of only normal recurring accruals, which are, in the
opinion of management, necessary for a fair statement of the results of
operations for the periods shown. These statements do not include all
information required by generally accepted accounting principles to be
included in a full set of financial statements. These financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Company's latest annual report on Form 10-KSB.
2. The Company effected a one-for-one hundred reverse stock split on
June 12, 1995. All references to common stock have been retroactively revised
t give effect to the reverse stock split.
3. During May 1995, the Company contributed $250,000 to a newly
formed subsidiary. On May 18, 1995, the Company declared a dividend of this
ne subsidiary to all stockholders of record on May 22, 1995. This dividend is
subject to the Company successfully completing a registration statement with
the Securities and Exchange Commission. If the registration is not completed
within twelve months of May 31, 1995, the subsidiary will be liquidated and
the funds will be distributed to shareholders of record on May 22, 1995. Only
the shareholders of record comprising the 200,000 shares, prior to the
issuance of the 1,800,000 shares in May 1995 will receive the distribution.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company has no present sources of revenues and its expenses are
limited to the costs of searching for and evaluating acquisition or merger
candidates, and general and administrative expenses. Cash needed to fund
operations is being provided by loans from related parties.
As of November 30, 1995, the Company did not have any material
commitments for capital expenditures. However, the Company does have the
obligation to pay up to $25,000 of the costs of preparing the registration
statement for spinning off the Company's subsidiary. This amount is included
in accounts payable as of November 30, 1995.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None.
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.
UNIVERSAL CAPITAL CORPORATION
By /s/ Timothy J. Brasel
Timothy J. Brasel, President
Date: January 16, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheets and statements of operations found on pages 2 through 4 of
the Company's Form 10-Q for the year to date, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-END> NOV-30-1995
<CASH> 266
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 266
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 266
<CURRENT-LIABILITIES> 47,825
<BONDS> 0
<COMMON> 49,838
0
0
<OTHER-SE> (97,397)
<TOTAL-LIABILITY-AND-EQUITY> 266
<SALES> 0
<TOTAL-REVENUES> 2,113
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 70,021
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (66,966)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> 0
</TABLE>
