U.S. SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
Quarterly report under Section 13, or 15 (d) of the
Securities Exchange Act of 1934
For the quarterly period ended October 31, 1996
Transition report under Section 13 or 15 (d) of the Exchange Act
For the transition period from to
Commission file number 33-10894
FORME CAPITAL, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 75-2180652
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
17770 Preston Road, Dallas, Texas 75252
(Address of Principal Executive Offices)
(214) 733-3005
(Issuer'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 during the
past 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 past 90 days.
Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13, or 15 (d) of the Exchange
Act after the distribution of securities under a plan confirmed by a
court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date: 11,500,000, common stock,
$.001 par value.
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
I N D E X
Page No.
Part I FINANCIAL INFORMATION:
Item 1. Consolidated Balance
Sheets 3
Consolidated Statements
of Operations 4
Consolidated Statements
of
Cash Flows 5
Notes to Consolidated
Financial Statements
(unaudited) 7
Item 2. Management's Discussion
and Analysis of
Financial
Condition and Results of
Operations 7
Part II OTHER INFORMATION 9
<PAGE>
<TABLE>
FORME CAPITAL, INC. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
ASSETS
October 31, 1996 April 31, 1996
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 40,186 $ 75,124
Available for sale securities,
including allowance for
change in market value of
$16,000 578,053 578,053
Prepaid expenses and deposits 2,244 1,411
Total current assets 620,483 654,588
PROPERTY AND EQUIPMENT - at cost:
Land 21,200 21,200
Buildings and improvements 241,350 241,350
Furniture, fixtures and equipment - -
262,550 262,550
Less accumulated depreciation (29,660) (25,770)
232,890 236,780
TOTAL ASSETS 853,373 $891,368
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable - related party 390,000 390,000
Accounts payable 4,939 22,502
Accounts payable - related parties 4,000 -
Accrued expenses 11,167 6,987
Security deposits held 10,000 10,000
Total current liabilities 420,106 429,489
LONG-TERM DEBT - related party 100,000 100,000
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value,
100,000,000 shares authorized:
21,495 shares of Series A
issued and outstanding 215 215
50,000 shares of Series B
issued and outstanding 500 500
466,571 shares of Series C
issued and outstanding 4,665 4,665
Common stock $.001 par value,
25,000,000 shares authorized
11,500,000 shares issued
and outstanding 11,500 11,500
Capital in excess of par value 459,091 482,419
Accumulative deficit (126,704) (121,420)
Unrealized gain (loss) on
marketable securities (16,000) (16,000)
333,267 361,879
$ 853,373 $ 891,368
See accompanying notes to these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
FORME CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ended October 31,
1996 1995
<S> <C> <C>
REVENUES:
Rental income $ 40,000 $40,000
40,000 40,000
COSTS AND EXPENSES:
Rental and administrative 22,381 24,430
Depreciation 3,891 5,400
Interest expense 19,728 19,814
46,000 49,554
LOSS FROM OPERATIONS (6,000) (9,554)
OTHER INCOME:
Interest income 716 12,014
Gain on foreclosure - 98,866
716 110,880
NET PROFIT (LOSS) FROM OPERATIONS (5,284) 101,326
DIVIDENDS ON PREFERRED STOCK (23,330) (23,330)
NET PROFIT (LOSS) ATTRIBUTABLE
TO COMMON STOCKHOLDERS $ 28,614 $ 77,996
NET PROFIT (LOSS) PER COMMON SHARE $ .0025 $ .0068
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 11,500,000 11,500,000
See accompanying notes to these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
FORME CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended October 31
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit (loss) $ (5,284) $101,326
Adjustments to reconcile net profit
to net cash from operating activities:
Depreciation and amortization 3,891 5,400
Gain on foreclosure of property - (98,866)
Change in assets and liabilities, net of
effects from purchase of subsidiaries:
(Increase) decrease in prepaid expenses
and deposits (833) -
Decrease in interest receivable
- related party - 3,103
Increase (decrease)accounts payable
and accrued expenses (9,382) (11,932)
Decrease in security deposits - 3,885
Net cash provided by operating
activities (11,608) (187)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities - (144,053)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid to preferred
shareholder (23,330) (23,330)
Repayment of note receivable by
borrower - 186,000
Net cash used by financing activities (23,330) 162,670
NET INCREASE (DECREASE) IN CASH (34,938) 18,430
CASH AT BEGINNING OF PERIOD 75,124 21,597
CASH AT END OF PERIOD 40,186 $ 40,027
SUPPLEMENTAL INFORMATION:
Cash paid for interest $ 19,788 $ 19,814
Cash paid for taxes $ - $ 636
See accompanying notes to these consolidated financial statements.
</TABLE>
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Financial Statements
The accompanying unaudited financial statements have been prepared
in accordance with the instructions to Form 10-QSB 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 (consisting of
normal recurring adjustments) considered necessary for a fair
presentation have been included. These statements should be read
in conjunction with the audited financial
statements and notes thereto included in the Registrant's annual
10-KSB filing for the year ended April 30, 1996. The results of
operations for the six-month period ended October 31, 1996 are not
necessarily indicative of the operating results for the fiscal year
ending April 30, 1996.
Item 2. Management Discussion and Analysis of Financial Condition
and Results of Operations
Registrant has limited operations consisting primarily of its
office rental property. Total assets have decreased to $853,373
from $923,192 at October 31, 1995 due to the final residential
rental property being foreclosed on during the six month period..
Management determined to leave the residential rental properties
market. There was a net loss of $28,613 as compared to a net profit
of $101,326 for the six months ended October 31, 1995. The profit
was due primarily to the gain from foreclosures on the residential
rental properties.
Liquidity and Capital Resources
The Registrant's cash resources and liquidity are extremely
limited. The Registrant has met its shortfall of funds from
operation during prior periods by borrowings from its Directors and
entities affiliated with its Directors.
The Registrant's present needs for liquidity principally
relates to its obligations for its rental property investments,
working capital and the minimal requirements for record keeping.
The Registrant has negligible liquid assets available for its
continuing needs. At present the Registrant has no material
sources for external liquidity other than loans from affiliated
companies or its Directors, and in the absence of any additional
liquid resources, future cash requirements will continue to be met
through funds provided by the Registrant's affiliated companies, or
its Directors.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
(1) Articles of
Incorporation: Incorporated by reference to
Registration Statement filed
on April 10, 1987;
File No. 33-10894
(2) Bylaws: Incorporated by reference as
immediately above.
(b) 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 thereto duly authorized.
FORME CAPITAL, INC.
(Registrant)
By:/s/ Daniel Wettreich
DANIEL WETTREICH, PRESIDENT
Date: December 14, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000808047
<NAME> FORME CAPITAL, INC.
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> APR-30-1997 APR-30-1997
<PERIOD-END> JUL-31-1996 OCT-31-1996
<CASH> 48697 40186
<SECURITIES> 578053 578053
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 627456 620483
<PP&E> 262550 262550
<DEPRECIATION> (27715) (29660)
<TOTAL-ASSETS> 862291 853373
<CURRENT-LIABILITIES> 417530 420106
<BONDS> 0 0
0 0
5380 5280
<COMMON> 11500 11500
<OTHER-SE> 3327881 316386
<TOTAL-LIABILITY-AND-EQUITY> 862291 853373
<SALES> 20000 40000
<TOTAL-REVENUES> 20000 40000
<CGS> 25807 46000
<TOTAL-COSTS> 25807 46000
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 9864 19728
<INCOME-PRETAX> (5454) (5284)
<INCOME-TAX> (5454) (5284)
<INCOME-CONTINUING> (5454) (5284)
<DISCONTINUED> (5454) (5284)
<EXTRAORDINARY> (5454) (5284)
<CHANGES> (5454) (5284)
<NET-INCOME> (5454) (5284)
<EPS-PRIMARY> (.002) (.002)
<EPS-DILUTED> (.002) (.002)
</TABLE>
