FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1996
33-8356-NY
(Commission File Number)
ATC CAPITAL GROUP, LTD.
(Exact name of Registrant as specified in its charter)
Delaware 13-3356966
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
245 Park Avenue, 40th Floor, New York, New York 10167
(Address of Principal Executive Offices)
(212) 692-1852
(Registrant's Telephone Number, including area code)
102 N.E. 2nd Street, Suite 193, Boca Raton, Florida 33432
(Former name, former address and former fiscal years,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all
reports 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
There were 3,275,000 shares of the Company's Common Stock, $.0002
par value per share, issued and outstanding at March 31, 1996.
<PAGE>
ATC CAPITAL GROUP, LTD.
(A Development Stage Company)
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - March 31, 1996 (unaudited) and
December 31, 1995.
Statement of Operations - Three months ended March
31, 1996 and 1995 and cumulative from inception to
March 31, 1996 (unaudited).
Statement of Cash Flows - Three months ended March
31, 1996 and 1995, and cumulative from inception to
March 31, 1996 (unaudited).
Notes to Financial Statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security-Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE>
ATC CAPITAL GROUP, LTD.
(A Development Stage Company)
PART I - FINANCIAL INFORMATION
Item I. Financial Statements
<PAGE>
ATC CAPITAL GROUP, LTD.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 3 $ 120
TOTAL CURRENT ASSETS $ 3 $ 120
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 50,048 $ -0-
Note Payable - Stockholder 80,857 -0-
TOTAL CURRENT LIABILITIES 130,905 -0-
LONG-TERM LIABILITIES
Loan payable - related parties 0 3,450
SHAREHOLDERS' EQUITY:
Common stock, $.0002 par value
at March 31, 1996 and $.0001 at
December 31, 1995; 30,000,000
shares authorized; issued and
outstanding, 6,550,000 at
December 31, 1995 and 3,275,000
shares at March 31, 1996 655 655
Additional paid-in capital 593,459 593,459
Accumulated deficit (725,016) (597,444)
TOTAL SHAREHOLDERS' EQUITY (130,902) (3,330)
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 3 $ 120
</TABLE>
The accompanying notes are an integral part of the financial
statement.
<PAGE>
ATC CAPITAL GROUP LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Period from
Three Months Ended April 4, 1986
March 31, (Inception) to
1996 1995 March 31, 1996
<S> <C> <C> <C>
REVENUES:
Interest and
other income $ 3,482 $ - $ 31,268
COSTS AND EXPENSES:
Interest expense - - 253
Selling and
administrative 131,054 3,350 441,458
Loss on loans
receivable - - 314,573
Total Costs
and Expenses 131,054 3,350 756,284
NET LOSS $ (127,572) $ (3,350) $ (725,016)
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING 3,275,000 3,000,000 749,567
NET INCOME (LOSS)
PER COMMON SHARE $ (.04) $ - $ (.97)
</TABLE>
The accompanying notes are an integral part of the financial statement.
<PAGE>
ATC CAPITAL GROUP LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Period from
Three Months Ended April 4, 1986
March 31, (Inception) to
1996 1995 March 31, 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $(127,572) $ (3,350) $ (725,016)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Forgiven debt (3,450) - (3,450)
Settlement costs - - 35,000
Compensation paid in stock - - 12,500
Conversion of loans to equity - - 6,253
Loss on loan receivable - - 299,573
Increase (decrease)
in payables 130,905 - 124,905
Total Adjustments 127,455 - 474,781
Net cash (used in)
operating activities: (117) (3,350) (250,235)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Advances on loans or notes - - (875,000)
Repayment of loans or notes - - 540,427
Net cash (used in)
investing activities - - (334,573)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from borrowing - - 9,450
Sale of equity securities - 9,000 594,613
Offering costs - - (19,252)
Net cash provided by
financing activities - 9,000 584,811
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (117) 5,650 3
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD 120 1,193 -
CASH AND CASH EQUIVALENTS -
END OF PERIOD $ 3 $ 6,843 $ 3
</TABLE>
The accompanying notes are an integral part of the financial statement.
<PAGE>
ATC CAPITAL GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1996
(Unaudited)
NOTE 1 - FAIR PRESENTATION
The balance sheet as of March 31, 1996, the statement of
operations for the three months ended March 31, 1996, and
the statement of cash flows for the three months ended
March 31, 1996, have been prepared by the Company without
audit. In the opinion of management, all adjustments
(consisting of normal continuing accruals) considered
necessary to present fairly the financial position and
results of operations at March 31, 1996, and for all
periods presented have been made. The operations for the
three months ended March 31, 1996 are not necessarily
indicative of the results of operations to be expected for
the Company's fiscal year. 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 fiscal year ended December 31, 1995
NOTE 2 - BACKGROUND
On March 26, 1996, the Company effected a reverse stock
split whereby each two (2) shares of its Common Stock, par
value $.0001 per share, issued and outstanding immediately
prior thereto was converted into one share of its Common
Stock, par value $.0002 per share. As a result, the total
number of shares issued and outstanding was reduced from
6,550,000 to 3,275,000. Retroactive effect has been given
in the financial statements included herein to the reverse
stock split.
NOTE 3 - NOTE PAYABLE
Since February 1996, the Company has borrowed funds from
its principal stockholder, International Finance Asia
Limited ("IFAL"), with the proceeds of such borrowing
being and to be used for working capital purposes. The
loan is repayable on demand and is non-interest bearing.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The analysis of the Company's financial condition, capital
resources and operating results should be viewed in conjunction
with the accompanying financial statements including the notes
thereto.
Financial Condition
As of March 31, 1996 and December 31, 1995, the Company had current
assets (consisting of cash) of $3 and $120 respectively. The
Company had current liabilities of $130,905 as of March 31, 1996,
compared to long term liabilities of $3,450 at December 31, 1995.
Total assets of the Company at March 31, 1996 and at December 31,
1995 amounted to $3 and $120 respectively and the Company had a
negative net worth of $130,902 as compared to $3,330 at December
31, 1995. The decrease in net worth was the result of incurring
operating expenses, primarily legal and stock transfer fees, wages
and travel and accommodation expenses of its management and staff
and not receiving any income other than income arising out of the
forgiveness of indebtedness by certain shareholders of the Company.
Liquidity and Capital Resources
At March 31, 1996, the Company had cash of $3. The Company's
operating expenses for the three months ended March 31, 1996
consisted primarily of legal and stock transfer fees, wages and
travel and accommodation expenses of its management and staff. The
Company has no business operations other than seeking suitable
investment opportunities for the Company and its expenses will
consist primarily of fees and expenses in connection therewith.
The Company had no outstanding resource commitments as of
March 31, 1996. The Company has no present material commitments
for additional capital expenditures. Except for the loan described
in Note 3 to the accompanying financial statements, the Company has
no outstanding credit lines or commitments in place and, apart from
the need to meet the expenses referred to above, has no current
need for financial credit.
Results of Operations
Apart from income arising out of the forgiveness of indebtedness by
certain shareholders of the Company of $3,450 in the three month
period ended March 31, 1996 referred to above, the Company had no
revenue for the three month periods ended March 31, 1996 and
December 31, 1995. Operating expenses for the three month period
ended March 31, 1996 were $131,054, primarily consisting of legal
and stock transfer fees, wages and travel and accommodation
expenses for the Company's management and other operating expenses
compared to operating expenses for the three month period ended
December 31, 1995 of $532. The increase in operating expenses is
attributable to the Company seeking suitable investment
opportunities.
<PAGE>
PART II
Item 1. LEGAL PROCEEDINGS
Not applicable.
Item 2. CHANGES IN SECURITIES
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
Not applicable.
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) There are no exhibits required to be filed for the
period covered by this Report.
(b) The Registrant filed a Current Report on Form 8-K
during this reporting period dated March 11, 1996,
and reporting Item 1. Change in Control of
Registrant that the Company's then current officers,
directors and certain stockholders sold an aggregate
of 4,750,000 shares of the Company's Common Stock to
International Finance Asia Limited.
<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.
ATC CAPITAL GROUP, LTD.
Date: May 16, 1996 By:/s/ Dennis Charter
Dennis Charter, Chairman
Date: May 16, 1996 By:/s/ Andrew I. Patrick
Andrew I. Patrick, Chief
Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Balance
Sheet, Statement of Operations, Statement of Cash Flows and Notes thereto
incorporated in Part I., Item 1. of this Form 10-Q and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 3
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3
<CURRENT-LIABILITIES> 130,905
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (130,902)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 3,482
<TOTAL-REVENUES> 3,482
<CGS> 131,054
<TOTAL-COSTS> 131,054
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (127,572)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> 0
</TABLE>
