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 October 31, 1997
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.
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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>
FORME CAPITAL, INC. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
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CONSOLIDATED BALANCE SHEETS
ASSETS
October 31, 1997 April 30, 1997
(Unaudited) (Audited)
CURRENT ASSETS
Cash and cash equivalents $ 1,346 $ 20,191
Prepaid expenses and deposits 1,275 1,247
Accounts receivable - rental income 17,008 -
Total current assets 19,629 21,438
PROPERTY AND EQUIPMENT - at cost:
Land 21,200 21,200
Buildings and improvements 251,857 241,350
Furniture, fixtures and equipment - -
273,057 262,250
Less accumulated depreciation (37,442) (33,551)
235,615 228,999
Available for sale securities, including
allowance for change in market value
of $398,600 170,850 195,453
$ 426,094 $ 445,890
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable - related party $ - $390,000
Accounts payable - trade - 478
Accounts payable - related parties 4,235 4,000
Accrued expenses 8,000 6,200
Security deposits held 10,000 10,000
Total current liabilities 22,235 410,678
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 4,666 4,666
390,000 shares of Series D issued and
outstanding 3,900 -
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 821,861 435,762
Unrealized gain (loss) on marketable
securities (398,600) (398,600)
Accumulative deficit (140,183) (118,831)
303,859 (64,788)
$ 426,094 $ 445,890
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Six Months Ended
October 31,
1997 1996
REVENUES:
Rental income $50,342 $ 40,000
50,342 20,000
COSTS AND EXPENSES:
Rental and administrative 10,258 22,381
Depreciation 3,891 3,891
Interest expense 14,343 19,728
28,492 46,000
INCOME (LOSS) FROM OPERATIONS 21,850 (6,000)
OTHER INCOME:
Interest income 210 716
Other income (expense) (20,083) -
NET INCOME (LOSS) FROM OPERATIONS 1,977 (5,284)
DIVIDENDS ON PREFERRED STOCK (23,329) (23,330)
NET LOSS ATTRIBUTABLE
TO COMMON STOCKHOLDERS $(21,351) $(28,614)
NET LOSS PER COMMON SHARE $(.0019) $ (.0025)
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)
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Six Months Ended
October 31,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,977 $ (5,284)
Adjustments to reconcile net loss
to net cash from operating activities:
Depreciation and amortization 3,891 3,891
(Gain) loss on disposal of assets 20,082
Change in assets and liabilities, net of
effects from purchase of subsidiaries:
Notes payable (390,000) -
(Increase) decrease in prepaid
expenses and deposits (29) (833)
Increase accounts payable
and accrued expenses 1,557 (9,382)
Accounts receivables (17,008) ____-_____
Net cash provided by operating
activities (379,530) (11,608)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (10,507) -
Purchases of marketable securities (43,116) -
Proceeds from sale of marketable securities 47,636 -
Net cash used by investing activities (5,987) -
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of preferred stock 390,000 -
Dividends paid to preferred shareholder (23,329) (23,330)
Net cash provided (used) by
financing activities (11,664) (23,330)
NET INCREASE (DECREASE) IN CASH (18,846) (34,938)
CASH AT BEGINNING OF PERIOD 20,191 75,124
CASH AT END OF PERIOD $ 1,345 $40,186
SUPPLEMENTAL INFORMATION:
Cash paid for interest $14,343 $19,788
</TABLE>
See accompanying notes to these consolidated financial statements.
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,
1997. The results of operations for the three-month period ended
October 31, 1997 are not necessarily indicative of the operating
results for the fiscal year ending April 30, 1998.
Item 2. Management Discussion and Analysis of Financial Condition
and Results of Operations
Registrants leases commercial office real estate in Dallas, Texas.
Assets increased due to investment in the office rental property.
Net income for the quarter ended October 31, 1997 was $1,977 before
payment of preferred dividends compared to a net loss for the same
period last year of $5,284 before payment of dividends. Registrant
reduced its rental and administrative costs as part of efforts to
keep its cost in line with its limited activities.
Registrant satisfied its outstanding indebtedness in the amount of
$390,000 by issuance of 390,000 preferred shares Series D that are
non convertible, non interest bearing but have a preference over the
outstanding common shares.
Liquidity and Capital Resources
The Registrant's cash resources and liquidity are extremely limited.
The Registrant has met its shortfall of funds from operations 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 its rental income and 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
Principal Financial Officer
Date: December 9, 1997
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<NAME> FORME CAPITAL, INC
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-END> OCT-31-1997
<CASH> 1346
<SECURITIES> 170850
<RECEIVABLES> 17008
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19629
<PP&E> 273057
<DEPRECIATION> (37442)
<TOTAL-ASSETS> 426094
<CURRENT-LIABILITIES> 22235
<BONDS> 0
0
9281
<COMMON> 11500
<OTHER-SE> 283078
<TOTAL-LIABILITY-AND-EQUITY> 426094
<SALES> 50342
<TOTAL-REVENUES> 50342
<CGS> 0
<TOTAL-COSTS> 28492
<OTHER-EXPENSES> 20083
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<INCOME-PRETAX> 1977
<INCOME-TAX> 1977
<INCOME-CONTINUING> 1977
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (21351)
<EPS-PRIMARY> (.002)
<EPS-DILUTED> (.002)
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