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U.S. 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 quarterly period ended May 31, 1997
Commission File Number 0-26136
UNIVERSAL CAPITAL CORPORATION
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(Exact name of small business issuer 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)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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, 1997, Registrant had 3,050,000 shares of common stock, No Par
Value, outstanding.
Transitional Small Business Disclosure Format: Yes [ } No [ X ]
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INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
Balance Sheets, February 28, 1997 and
May 31, 1997 (Unaudited) 3
Statements of Operations, Three Months
Ended May 31, 1997 (Unaudited) and
From March 5, 1986 (Date of Inception)
through May 31, 1997 (Unaudited) 4
Statements of Cash Flows, Three Months
Ended May 31, 1997 and From March
5, 1986 (Date of Inception) through
May 31, 1997 (Unaudited 5
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 6
PART II. OTHER INFORMATION 7
2
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UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
BALANCE SHEETS
(Unaudited)
February 28, May 31,
ASSETS 1997 1997
Current Assets:
Cash $ 97 $ 97
Cash advance, related party and other 3,000 3,000
Total Current Assets 3,097 3,097
TOTAL ASSETS $ 3,097 $ 3,097
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable, related parties 8,909 10,093
Accounts payable 36,109 41,698
Notes payable, related parties 23,328 24,328
Total Current Liabilities 68,346 76,119
TOTAL LIABILITIES 68,346 76,119
Stockholders' (Deficit):
Common stock, No par value, 100,000,000
shares authorized; 3,050,000 shares
issued and outstanding 77,338 77,338
Excess of expenses over revenue during
development stage (142,587) (150,360)
TOTAL STOCKHOLDERS' (DEFICIT) (65,249) (73,022)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 3,097 $ 3,097
The accompanying notes are an integral part of the financial statements.
3
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UNIVERSAL CAPITAL CORPORATION
(A Development-Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
From March 5,
1986 (Date
Three Months of Inception)
Ended through
May 31, 1997 May 31, 1997
Revenue:
Interest income $ - $ 87,721
Expenses:
Accounting and legal 7,527 112,045
Registration costs - 25,000
Stock issued for services - 73,000
Miscellaneous 246 23,934
7,773 233,979
Excess of Expenses over Revenue
During Development Stage
before Provision for Income Taxes (7,773) (146,258)
Provision for Income Taxes Current - 4,102
Excess of Expenses over Revenue
During Development Stage $ (7,773) $ (150,360)
Excess of Expenses over Revenue
During Development Stage
Per Share $ nil $ (.05)
Common Stock Outstanding 3,050,000 3,050,000
The accompanying notes are an integral part of the financial statements.
4
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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, 1997 May 31, 1997
Cash Flows From Operating Activities:
Excess of Expenses over Revenue
During Development Stage $ (7,773) $ (150,360)
Adjustments to reconcile net
(loss) to net cash (used in)
operating activities:
Issuance of stock for services - 73,000
Amortization of discount - (1,349)
(Increase) in accrued interest
receivable and other - (2,998)
Increase in income taxes and
accounts payable 6,773 47,567
Net Cash (Used in) Operating Activities (1,000) (34,140)
Cash Flows From Investing Activities:
Purchase of treasury bill - (99,651)
Maturity of treasury bill - 101,000
Net Cash Provided By Investing Activities - 1,349
Cash Flows From Financing Activities:
Issuance of stock, net of offering cost - 242,060
Dividends - (250,000)
Loans from related parties 1,000 40,828
Net Cash Provided By Financing Activities 1,000 32,888
Increase in cash - 97
Cash, beginning of period 97 -
Cash, end of period $ 97 $ 97
Interest paid $ - $ -
Income taxes paid $ - $ 3,129
The accompanying notes are an integral part of the financial statements.
5
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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.
6
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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 January 17, 1997, the Company signed a letter
of intent to acquire all of the outstanding shares of Remarc International,
Inc. ("Remarc") in exchange for approximately 37,375,000 restricted shares of
the Company's Common Stock. Remarc, based in Tampa, Florida, was formed for
the purpose of researching, developing, financing and conducting shipwreck
projects on a worldwide basis. The closing of this transaction is subject to
the execution of a definitive agreement and the approval of the directors of
each company. Management expects to close this transaction during August
1997.
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: August 4, 1997
7
<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 and 4 of the
Company's Form 10-QSB for the year to date, and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-END> MAY-31-1997
<CASH> 97
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,097
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,097
<CURRENT-LIABILITIES> 76,119
<BONDS> 0
<COMMON> 77,338
0
0
<OTHER-SE> 4,316
<TOTAL-LIABILITY-AND-EQUITY> 3,097
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,773
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (7,773)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,773)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
