FORME CAPITAL INC
10QSB, 1996-09-17
REAL ESTATE
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                 U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549

                               FORM 10-QSB

        (Mark One)

       X Quarterly report under Section 13,  or 15 (d) of the Securities
         Exchange Act of 1934

       For the quarterly period ended July 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)

                             (972) 733-3005                                   
                       
             (Issuer's Telephone Number, Including Area Code)
                                      
   (Former Name, Former Address and Former Fiscal Year, if Changed Since
                               Last Report)

       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.
  X Yes        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

  <TABLE>                                                 
                                                   Page No.

  Part I         FINANCIAL INFORMATION:
                     <S>
            Item 1.   Consolidated Balance               <C>
                      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
  </TABLE>
  <PAGE>

                   FORME CAPITAL, INC. AND SUBSIDIARIES

                      PART I:  FINANCIAL INFORMATION
  ITEM 1.  Financial Statements

                       CONSOLIDATED BALANCE SHEETS
  <TABLE>
                                  ASSETS
                                      July 31, 1996    April  30, 1996
  <S>                                      (Unaudited)       (Audited)  
  CURRENT ASSETS                        <C>               <C>
   Cash and cash equivalents            $ 48,697          $  75,124
   Available for sale securities,
     including allowance for change
     in market value of $16,000           578,053           578,053
   Prepaid expenses and deposits              706             1,411
      Total current assets                627,456           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           262,250 
   Less accumulated depreciation          (27,715)          (25,770)
                                          234,835           236,780

                                        $ 862,291         $ 891,368

                   LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:
   Note payable - related party         $ 390,000         $ 390,000
   Accounts payable - trade                 4,453            22,502
   Accounts payable - related parties       4,000                 -
    Accrued expenses                        9,077             6,987
   Security deposits held                  10,000            10,000
    Total current liabilities             417,530           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       470,754           482,419
     Accumulative deficit                (126,873)         (121,420)
   Unrealized gain (loss) on marketable
     securities                           (16,000)          (16,000)
                                          344,761           361,879
                                        $ 862,291         $ 891,368
  </TABLE>
  See accompanying notes to these consolidated financial statements.
  <PAGE>

                   FORME CAPITAL, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF OPERATIONS
                               (UNAUDITED)
  <TABLE>
                                                Three Months Ended
                                                     July 31,
  <S>                                             1996             1995      
  REVENUES:                                <C>               <C>
   Rental income                           $  20,000         $  22,490
                                              20,000            22,490
  COSTS AND EXPENSES:
   Rental and administrative                  13,998            21,761
   Depreciation                                1,945             2,700
   Interest expense                            9,864             9,864
                                              25,807            34,325

  LOSS FROM OPERATIONS                        (5,807)          (11,385)

  OTHER INCOME:
   Interest income                               353            11,761
   Gain on foreclosure                             -            98,866

  NET LOSS FROM OPERATIONS                    (5,454)          110,627

  DIVIDENDS ON PREFERRED STOCK               (11,665)          (11,665)

  NET LOSS ATTRIBUTABLE
   TO COMMON STOCKHOLDERS                  $ (17,119)        $  87,577

  NET LOSS PER COMMON SHARE                $  (.0015)        $   .0076

  WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                      11,500,000        11,500,000
  </TABLE>
  See accompanying notes to these consolidated financial statements.
  <PAGE>

                   FORME CAPITAL, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
  <TABLE>
                                                 Three Months Ended
                                                       July 31,
                                               1996           1995   
  <S>
  CASH FLOWS FROM OPERATING ACTIVITIES:      <C>           <C>                
   Net loss                                  $   (5,454)   $ (99,242)
   Adjustments to reconcile net loss
    to net cash from operating activities:
   Depreciation and amortization                  1,945        2,700
   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                                705            -
      Increase accounts payable and accrued
        expenses                                (11,958)      (5,702)
      Increase in security deposits                   -        1,590
         Net cash provided by operating
           activities                           (14,762)      (1,040)

  CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of marketable securities                  -     (144,053)

  CASH FLOWS FROM FINANCING ACTIVITIES:
   Dividends paid to preferred shareholder     (11,665)      (11,665)
   Repayment of note receivable by borrower           -      186,000
         Net cash used by financing activities (11,665)      174,335

  NET INCREASE (DECREASE) IN CASH              (26,427)       29,246

  CASH AT BEGINNING OF PERIOD                    75,124       21,597

  CASH AT END OF PERIOD                        $ 48,697      $50,843

  SUPPLEMENTAL INFORMATION:
   Cash paid for interest                      $  9,864      $ 9,864
   Cash paid for taxes                         $  2,090      $   636
  </TABLE>
  See accompanying notes to these consolidated financial statements.
  <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 three-month period ended July
  31, 1996 are  not necessarily indicative of the  operating results for
  the fiscal year ending April 30, 1997.

  Item 2.   Management  Discussion and  Analysis of  Financial Condition
  and Results of Operations

  Registrants activities were conducted  through its subsidiaries, Forme
  Properties, Inc., and Forme Management,  Inc., property management and
  investment firms.   Assets stayed roughly  the same as  activities are
  centered  around  the  office  rental  property.    The  increase  was
  primarily due to  the purchase of office property  occupied by Camelot
  Corporation  located at  17770  Preston Road,  and  issuance of  notes
  receivable totalling  $470,000 to Camelot  Corporation.  Net  loss for
  the quarter ended July 31, 1996 was  $5,454 compared to a net loss for
  the same  period last year  of $87,577 due  primarily to  the previous
  quarters gain on foreclosure. 

  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:  September 14, 1996
  <PAGE>


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-END>                               JUL-31-1996
<CASH>                                           48697
<SECURITIES>                                    578053
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                627456
<PP&E>                                          262550
<DEPRECIATION>                                   27715
<TOTAL-ASSETS>                                  862291
<CURRENT-LIABILITIES>                           417530
<BONDS>                                              0
                                0
                                       5380
<COMMON>                                         11500
<OTHER-SE>                                      327881
<TOTAL-LIABILITY-AND-EQUITY>                    862291
<SALES>                                          20000
<TOTAL-REVENUES>                                 20000
<CGS>                                            25807
<TOTAL-COSTS>                                    25807
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                9864
<INCOME-PRETAX>                                 (5807)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             (5454)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    (5454)
<EPS-PRIMARY>                                   (.002)
<EPS-DILUTED>                                   (.002)
        

</TABLE>


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