<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
AMENDMENT NO. 1
Quarterly Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the period ended: August 31, 1996
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
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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.
[ ] Yes [ X ] No
As of August 31, 1996, Registrant had 2,500,000 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
August 31, 1996 (Unaudited) 3
Statements of Operations, Three Months
Ended August 31, 1996 (Unaudited) and
From March 5, 1986 (Date of Inception)
through August 31, 1996 (Unaudited) 4
Statements of Operations, Six Months
Ended August 31, 1996 (Unaudited) and
From March 5, 1986 (Date of Inception)
through August 31, 1996 (Unaudited) 5
Statements of Cash Flows, Three Months
Ended August 31, 1996 and From March
5, 1986 (Date of Inception) through
August 31, 1996 (Unaudited 6
Statements of Cash Flows, Six Months
Ended August 31, 1996 and From March
5, 1986 (Date of Inception) through
August 31, 1996 (Unaudited 7
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 8
Part II. Other Information 8
Signatures 9
-2-
<PAGE>
UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
BALANCE SHEETS
(Unaudited)
February 29, August 31,
1996 1996
----------- ---------
ASSETS
Current Assets:
Cash $ - $ 597
Cash advance, related party and other 2,998 3,000
Total Current Assets 2,998 3,597
TOTAL ASSETS $ 2,998 $ 3,597
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable 37,492 47,220
Notes payable, related parties 17,250 32,900
Total Current Liabilities 54,742 80,120
TOTAL LIABILITIES 54,742 80,120
Stockholders' (Deficit):
Common stock, No par value, 100,000,000
shares authorized; 2,500,000 shares
issued and outstanding 49,838 75,588
Excess of expenses over revenue during
development stage (101,582) (152,111)
TOTAL STOCKHOLDERS' (DEFICIT) (51,744) (76,523)
TOTAL LIABILITIES AND STOCKHOLDERS'
(DEFICIT) $ 2,998 $ 3,597
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
August 31, 1996 August 31, 1996
--------------- ---------------
Revenue:
Interest income $ - $ 87,721
Expenses:
Accounting and legal 10,896 125,484
Stock issued for services 25,750 87,750
Miscellaneous 833 22,496
37,479 235,730
Excess of Expenses over Revenue
During Development Stage
before Provision for Income Taxes (37,479) (148,009)
Provision for Income Taxes Current - 4,102
Excess of Expenses over Revenue
During Development Stage $ (37,479) $ (152,111)
Excess of Expenses over Revenue
During Development Stage
Per Share $ (.02) $ (.06)
Weighted Average Shares Outstanding 2,250,000 2,500,000
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE>
UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
From March 5,
1986 (Date
Six Months of Inception)
Ended through
August 31, 1996 August 31, 1996
--------------- ---------------
Revenue:
Interest income $ - $ 87,721
Expenses:
Accounting and legal 22,029 125,484
Stock issued for services 25,750 87,750
Miscellaneous 2,750 22,496
50,529 235,730
Excess of Expenses over Revenue
During Development Stage
before Provision for Income Taxes (50,529) (148,009)
Provision for Income Taxes Current - 4,102
Excess of Expenses over Revenue
During Development Stage $ (50,529) $ (152,111)
Excess of Expenses over Revenue
During Development Stage
Per Share $ (.02) $ (.06)
Weighted Average Shares Outstanding 2,250,000 2,500,000
The accompanying notes are an integral part of the financial statements.
-5-
<PAGE>
UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
From March 5,
1986 (Date
Three Months of Inception)
Ended through
August 31, 1996 August 31, 1996
--------------- ---------------
Cash Flows From Operating Activities:
Excess of Expenses over Revenue
During Development Stage $ (37,479) $ (152,111)
Adjustments to reconcile net
(loss) to net cash provided
by (used in) operating activities:
Issuance of stock for services 25,750 878,750
(Increase) in accrued interest
and other - (3,000)
Increase in accounts payable 10,161 47,220
Net Cash (Used in) Operating Activities (1,568) (20,141)
Cash Flows From Investing Activities:
Purchase of treasury bill - (99,651)
Sale 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 - 32,900
Net Cash Provided By Financing
Activities - 20,738
Increase (decrease) in cash (1,568) 597
Cash, beginning of period 2,165 -
Cash, end of period $ 597 $ 597
Interest paid $ - $ -
Income taxes paid $ - $ 3,129
The accompanying notes are an integral part of the financial statements.
-6-
<PAGE>
UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
From March 5,
1986 (Date
Six Months of Inception)
Ended through
August 31, 1996 August 31, 1996
--------------- ---------------
Cash Flows From Operating Activities:
Excess of Expenses over Revenue
During Development Stage $ (50,529) $ (152,111)
Adjustments to reconcile net
(loss) to net cash provided
by (used in) operating activities:
Issuance of stock for services 25,750 87,750
(Increase) in accrued interest
and other (2) (3,000)
Increase in accounts payable 9,728 47,220
Net Cash (Used in) Operating Activities (15,053) (20,141)
Cash Flows From Investing Activities:
Purchase of treasury bill - (99,651)
Sale 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 597 597
Cash, beginning of period - -
Cash, end of period $ 597 $ 597
Interest paid $ - $ -
Income taxes paid $ - $ 3,129
The accompanying notes are an integral part of the financial statements.
-7-
<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 company 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
None.
Item 6. Exhibits and Reports on Form 8-K
None.
-8-
<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: December 16, 1996
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheets and statements of operations found on pages 3 through 5 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>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> AUG-31-1996
<CASH> 597
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,597
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,597
<CURRENT-LIABILITIES> 80,120
<BONDS> 0
<COMMON> 75,588
0
0
<OTHER-SE> (152,111)
<TOTAL-LIABILITY-AND-EQUITY> 3,597
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 37,479
<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> (.02)
<EPS-DILUTED> 0
</TABLE>
