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: May 31, 1996
Commission File No. 0-26136
UNIVERSAL CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 84-1018684
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
16178 East Prentice Place, Aurora, Colorado 80015
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(Address of principal executive offices)
(303) 690-6787
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(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 May 31, 1996, Registrant had 2,000,000 shares of common stock, no Par
Value, outstanding.
<PAGE>
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
Balance Sheets, February 29, 1996 and
May 31, 1996 (Unaudited) 3
Statements of Operations, Three Months
Ended May 31, 1996 (Unaudited) and
From March 5, 1986 (Date of Inception)
through May 31, 1996 (Unaudited) 4
Statements of Cash Flows, Three Months
Ended May 31, 1996 and From March 5,
1986 (Date of Inception) through
May 31, 1996 (Unaudited 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 7
PART II. OTHER INFORMATION 7
Signatures 8
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<PAGE>
UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
BALANCE SHEETS
(Unaudited)
ASSETS
February 29, May 31,
1996 1996
Current Assets:
Cash $ - $ 2,165
Cash advance, related party and other 2,998 3,000
Total Current Assets 2,998 5,165
TOTAL ASSETS $ 2,998 $ 5,165
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable 37,492 37,059
Notes payable, related parties 17,250 32,900
Total Current Liabilities 54,742 69,969
TOTAL LIABILITIES 54,742 69,959
Stockholders' (Deficit):
Common stock, No par value, 100,000,000
shares authorized; 2,000,000 shares
issued and outstanding 49,838 49,838
Excess of expenses over revenue during
development stage (101,582) (114,632)
TOTAL STOCKHOLDERS' (DEFICIT) (51,744) (64,794)
TOTAL LIABILITIES AND STOCKHOLDERS'(DEFICIT) $ 2,998 $ 5,165
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE>
UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
From March 5,
1986 (Date
Three Months of Inception)
Ended through
May 31, 1996 May 31, 1996
Revenue:
Interest income $ - $ 87,721
Expenses:
Accounting and legal 11,133 114,588
Stock issued for services - 62,000
Miscellaneous 1,917 21,663
13,050 198,251
Excess of Expenses over Revenue
During Development Stage
before Provision for Income Taxes (13,050) (110,530)
Provision for Income Taxes Current - 4,102
Excess of Expenses over Revenue
During Development Stage $ (13,050) $(114,632)
Excess of Expenses over Revenue
During Development Stage
Per Share $ (.01) $ (.06)
Common Stock Outstanding 2,000,000 2,000,000
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE>
UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
From March 5,
1986 (Date
Three Months of Inception)
Ended through
May 31, 1996 May 31, 1996
Cash Flows From Operating Activities:
Excess of Expenses over Revenue
During Development Stage $(13,050) $(114,632)
Adjustments to reconcile net
income to net cash provided
by (used in) operating activities:
Issuance of stock for services - 62,000
(Increase) in accrued interest
and other (2) (3,000)
Increase (decrease) in accounts
payable (433) (37,059)
Net Cash (Used in) Operating
Activities (13,485) (18,573)
Cash Flows From Investing Activities:
Purchase of treasury bill - (99,651)
Net Cash Provided By Investing
Activities - -
Cash Flows From Financing Activities:
Issuance of stock, net of offering cost - 237,838
Dividends - (250,000)
Loans from related parties 15,650 32,900
Net Cash Provided By Financing
Activities 15,650 20,738
Increase (decrease) in cash 2,165 2,165
Cash, beginning of period - -
Cash, end of period $ 2,165 $ 2,165
Interest paid $ - $ -
Income taxes paid $ - $ 3,129
The accompanying notes are an integral part of the financial statements.
-5-
<PAGE>
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. 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
to give effect to the reverse stock split.
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<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(1) MATERIAL CHANGES IN FINANCIAL CONDITION
Management knows of no trends, demands, commitments, events or
circumstances which will result in or which are reasonably likely to result in
the Registrant's liquidity increasing or decreasing in a material way.
The Registrant has no material commitments for capital expenditures as of
the end of the latest fiscal period. Management knows of no material trends,
favorable or unfavorable, in the Registrant's capital resources and
anticipates no material change in the mix and cost of such resources.
(2) MATERIAL CHANGES IN RESULTS OF OPERATIONS
The Registrant is a development stage enterprise; no significant
operations have commenced.
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
On May 17, 1996, the Company signed a letter of intent to acquire
Holiday Club International, Inc. ("HCI"), a Florida corporation which sells
family vacation club memberships. The Company is currently negotiating a
definitive agreement with HCI and expects to close on the transaction by the
end of July, 1996.
In anticipation of closing this transaction, the Company has
completed an 8 for 1 forward split which was effective on July 17, 1996.
Item 6. Exhibits and Reports on Form 8-K
None.
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<PAGE>
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: July 19, 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>
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<PERIOD-END> MAY-31-1996
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<BONDS> 0
<COMMON> 49,838
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<OTHER-SE> (114,632)
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