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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
Commission File Number: 33-28622-A
MSU CORPORATION (FORMERLY CAPITAL ACQUISITION COMPANY)
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(Exact name of Registrant as specified in its charter)
FLORIDA 22-274288
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(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
ELDER HOUSE, 526-528 ELDER GATE, CENTRAL MILTON KEYNES, MK91LR, ENGLAND
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(Address of principal executive offices)
011441908232100
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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 report(s), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ ] No [ X ]
The number of shares of common stock of the Registrant outstanding as of
October 9, 1996 was 15,509,722 according to the Company's transfer agent. The
Company's internal records indicate that there were 15,534,722 shares of its
common stock outstanding as of October 9, 1996. After significant due
diligence, the Company has been unable to account for the 25,000 share
discrepancy.
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FORM 10-Q INDEX
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PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Item 1. Condensed Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Condensed Balance Sheets as of September 30, 1994 and and June 30, 1994 . . . . . . . . . . . . . . . 3
Condensed Statements of Revenues, Expenses and Accumulated Deficit
for the three months ended September 30, 1994 and 1993 and for
the period from June 18, 1986 (inception) to September 30, 1994 . . . . . . . . . . . . . . .4
Condensed Statements of Cash Flows for the three months ended
September 30, 1994 and 1995 and for the period from June 18, 1986
(inception) to September 30, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Notes to Condensed Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . 7
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
(2)
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PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
CAPITAL ACQUISITION COMPANY (A COMPANY IN THE DEVELOPMENT STAGE)
CONDENSED BALANCE SHEETS
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(UNAUDITED)
ASSETS
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<CAPTION>
September 30, June 30,
1994 1994
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CURRENT ASSETS
Cash $ - $ -
Deferred organizational costs 2,851 2,851
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TOTAL ASSETS $ 2,851 $ 2,851
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LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and other liabilities $ 28,654 $ 23,029
SHAREHOLDERS' DEFICIT
Common stock, $0.01 par value; 50,000,000
shares authorized; 2,100,000 shares issued
and outstanding at June 30, 1994 and
September 30, 1994 21,000 21,000
Additional paid-in capital 22,443 22,443
Accumulated deficit during the development stage (69,246) (63,621)
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(25,803) (20,178)
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TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIT $ 2,851 $ 2,851
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</TABLE>
See notes to condensed financial statements.
(3)
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CAPITAL ACQUISITION COMPANY (A COMPANY IN THE DEVELOPMENT STAGE)
CONDENSED STATEMENTS OF REVENUES, EXPENSES AND ACCUMULATED DEFICIT
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(UNAUDITED)
<TABLE>
<CAPTION>
THREE THREE PERIOD FROM
MONTHS MONTHS JUNE 18, 1986
ENDED ENDED INCEPTION TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1994 1993 1994
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<S> <C> <C> <C>
REVENUES
Interest income $ - $ - $ 776
EXPENSES
Legal and accounting 5,625 653 53,193
Other - 40 16,829
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5,625 693 (70,022)
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NET LOSS (5,625) (693) (69,246)
ACCUMULATED DEFICIT -
BEGINNING OF PERIOD (63,621) (55,678) -
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ACCUMULATED DEFICIT -
END OF PERIOD $ (69,246) $ (56,371) $ (69,246)
========== =========== ==========
NET LOSS PER SHARE OF
COMMON STOCK $ 0.00 $ 0.00 $ (0.03)
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</TABLE>
See notes to condensed financial statements.
(4)
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CAPITAL ACQUISITION COMPANY (A COMPANY IN THE DEVELOPMENT STAGE)
CONDENSED STATEMENTS OF CASH FLOWS
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(UNAUDITED)
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<CAPTION>
THREE THREE PERIOD FROM
MONTHS MONTHS JUNE 18, 1986
ENDED ENDED INCEPTION TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1994 1993 1994
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (5,625) $ (693) $ (69,246)
Adjustments to reconcile net loss to net
cash used in operating activities 5,625 638 30,303
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NET CASH USED IN
OPERATING ACTIVITIES - (55) (38,943)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock - - 38,943
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NET DECREASE IN CASH - (55) -
CASH AT BEGINNING OF PERIOD - 55 -
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CASH AT END OF PERIOD $ - $ - $ -
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</TABLE>
See notes to condensed financial statements.
(5)
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CAPITAL ACQUISITION COMPANY (A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO CONDENSED FINANCIAL STATEMENTS
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A. ORGANIZATION
Capital Acquisition Company (the "Company") is a Florida corporation
formed on June 18, 1986 to seek acquisition possibilities or enter into
other business endeavors as best as its limited assets will allow (see
Note E).
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the three-months
ended September 30, 1994 and 1993 are not necessarily indicative of the
results for the fiscal year ended June 30, 1995. These statements should
be read in conjunction with the financial statements and notes thereto
included in the Company's annual report on Form 10-K for the year ended
June 30, 1994. This amended quarterly report on Form 10-Q was filed with
the Securities and Exchange Commission on November 29, 1996 and,
accordingly, should also be read in conjunction with the annual report of
MSU Corporation (formerly Capital Acquisition Company) and Subsidiaries on
Form 10-K for the fiscal year ended June 30, 1996.
NET LOSS PER COMMON SHARE
Net loss per common share is computed based on the weighted average number
of shares outstanding during the period.
DEFERRED ORGANIZATIONAL COSTS
Organizational costs represent those costs associated with the
organization of the Company. These costs will be amortized when
operations commence.
C. STOCKHOLDERS' EQUITY
In June 1986, the Company sold 1,800,000 shares of its common stock for an
aggregate price of $36,000.
On September 7, 1989, the Company completed its public offering selling
6,750 units, each unit consisting of 40 shares of common stock and 400
redeemable common stock purchase warrants for a gross sales price of
$40,500 and netting the Company $2,943 after deduction of related
expenses. All warrants have expired by their terms.
In July 1992, the Company issued a total of 30,000 shares of its common
stock valued at $4,500 for services and directors fees.
(6)
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D. RELATED-PARTY TRANSACTIONS
In July 1992, the Company issued to its sole director, in lieu of cash
fees, a total of 10,000 shares of its common stock valued at $1,500.
E. SUBSEQUENT EVENTS
During September 1994, the Company issued 100,000 shares of its common
stock to a Company director. In addition, the Company issued 1,100,000
shares of its common stock in the form of a stock dividend to its
shareholders.
On October 3, 1994, the Company and MSU Public Limited Company ("MSU"), a
private United Kingdom company, engaged in the design and development of
computer chips and chipsets for use by manufacturers of computer products,
entered into an agreement whereby the MSU shareholders exchanged their MSU
shares for Company shares on the basis of 3.21354 shares for each share of
MSU which resulted in MSU becoming a wholly owned subsidiary of the
Company and the MSU shareholders owning approximately 74% of the
outstanding common stock of the Company.
The transaction with MSU was treated as a reverse acquisition for
financial reporting purposes, as if MSU recapitalized its common stock and
then issued 3,300,000 shares of common stock (representing the then
outstanding shares of the Company) for costs of approximately $21,000,
representing the capital deficiency of the Company. Subsequent to the
transaction, historical financial results of the Company will represent
the operations of MSU for financial reporting purposes.
(7)
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
For each of the three months ended September 30, 1994 and 1993, the Company
received no interest income.
For the three months ended September 30, 1994 and 1993, the Company incurred
expenses, consisting of legal, accounting and administrative of $5,625 and
$653, respectively.
LIQUIDITY
Cash balances of the Company remained at $-0- at June 30, 1994 and at September
30, 1994.
The continuing losses have caused a net share capital deficiency. Certain of
the Company's shareholders have agreed to continue funding the Company's
acquisition efforts.
The working capital of the Company will be insufficient to enable the Company
to effect an acquisition or enter into any other business endeavor unless
sufficient capital is raised or the acquisition is made by the issuance of
securities of the Company.
TRANSACTION WITH MSU
On October 3, 1994, the Company and MSU Public Limited Company ("MSU"), a
private United Kingdom company, engaged in the design and development of
computer chips and chipsets for use by manufacturers of computer products,
entered into an agreement whereby the MSU shareholders exchanged their MSU
shares for Company shares on the basis of 3.21354 shares of each share of MSU
which resulted in MSU becoming a wholly owned subsidiary of the Company and the
MSU shareholders owning approximately 74% of the outstanding common stock of
the Company.
The transaction with MSU was treated as a reverse acquisition for financial
reporting purposes, as if MSU recapitalized its common stock and then issued
3,300,000 shares of common stock (representing the then outstanding shares of
the Company). Subsequent to the transaction, historical financial results of
the Company will represent the operations of MSU for financial reporting
purposes.
FINANCIAL CONDITION AT AND RESULTS OF OPERATIONS FOR FISCAL 1996
This amended quarterly report on Form 10-Q was filed with the Securities and
Exchange Commission on November 29, 1996 and, accordingly, should be read in
conjunction with the annual report of MSU Corporation (formerly Capital
Acquisition Company) and Subsidiaries on Form 10-K for the fiscal year ended
June 30, 1996.
(8)
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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.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
27.1 Financial Data Schedule.
(9)
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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.
MSU CORPORATION
(FORMERLY CAPITAL ACQUISITION COMPANY)
(Registrant)
Date: November 27, 1996 /s/ Keith Hall
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KEITH HALL, President
(Principal Financial and Accounting
Officer)
(10)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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27.1 - Financial Data Schedule
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AND THE CONDENSED CONSOLIDATED STATEMENT OF
INCOME FILED AS PART OF THE QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED
SEPTEMBER 30, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
QUARTERLY REPORT ON FORM 10-Q.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> SEP-30-1994
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,851
<CURRENT-LIABILITIES> 28,654
<BONDS> 0
0
0
<COMMON> 21,000
<OTHER-SE> (46,803)
<TOTAL-LIABILITY-AND-EQUITY> 2,851
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,625
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,625)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,625)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,625)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
