<PAGE>
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 January 31,1997
o 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 o 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.
o Yes o 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.
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
CONSOLIDATED BALANCE SHEETS
<TABLE>
<S>
<C> <C>
ASSETS
January 31, 1997 April 31,
1996
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $25,341 $ 75,124
Available for sales securities including allowance for
change in market value of $16,000 578,053 578,053
Prepaid expenses and deposits 1,496 1,411
Total current assets 604,890 654,588
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 (31,606) (25,770)
230,944 236,780
TOTAL ASSETS $ 835,834 $ 891,368
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable - related party 390,000 390,000
Accounts payable 4,696 22,502
Accounts payable - related parties 4,000 -0-
Accrued expenses 5,000 6,987
Security deposits held 10,000 10,000
Total current liabilities 430,927 1,055,819
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 447,426 482,419
Accumulative deficit (126,168) (121,420)
Unrealized gain (loss) on marketable securities (16,000) (16,000)
322,138 361,879
835,834 $891,368
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
Nine Months Ended
January 31,
<S> <C> <C> 1997 1996
REVENUES:
Rental income $ 60,000 60,000
60,000 60,000
COSTS AND EXPENSES:
Rental and administrative 30,405 35,965
Depreciation 5,836 8,100
Interest expense 29,592 9,950
65,833 54,015
LOSS FROM OPERATIONS (5,833) (5,985)
OTHER INCOME:
Interest income 1,085 13,022
Gain on foreclosure -0- 98,866
1,085 111,888
NET PROFIT (LOSS) FROM OPERATIONS (4,748) 105,903
DIVIDENDS ON PREFERRED STOCK (34,993) (34,992)
NET PROFIT (LOSS) ATTRIBUTABLE
TO COMMON STOCKHOLDERS $(39,741) $ 70,911
NET PROFIT (LOSS) PER COMMON SHARE $(.0035) $ .0062
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>
<S> <C> <C>
Nine
Months Ended
October 31
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit $(4,748) $105,903
Adjustments to reconcile net profit
to net cash from operating activities:
Depreciation and amortization 5,836 8,100
Gain on foreclosure of property -0- (98,866)
Change in assets and liabilities, net of
effects from purchase of subsidiaries:
(Increase) decrease in prepaid expenses and deposits (85) (3,662)
Increase (decrease) accounts payable and accrued expenses (15,793)
(2,574)
Decrease in security deposits -0- -0-
Net cash provided by operating activities (14,790) 8,901
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities -0- (144,
053)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid to preferred shareholder (34,993) (34,992)
Repayment of note receivable by borrower - 186,000
Net cash used by financing activities (34,993) 151,008
NET INCREASE (DECREASE) IN CASH (49,783) 15,856
CASH AT BEGINNING OF PERIOD 75,124 21,597
CASH AT END OF PERIOD 25,341 $ 37
,453
SUPPLEMENTAL INFORMATION:
Cash paid for interest $29,592 $ 29,850
Cash paid for taxes $7,385 $ 9,113
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,
1995. The results of operations for the three-month period ended
July 31, 1995 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 $835,834 from
$891,368 at January 31, 1997. The decrease was due to a decrease in
cash and additional depreciation. There was a net loss of $(4,748)
as compared to a net profit of $105,903 for the nine months ended
January 31, 1997 compared to the same period ended January 31, 1996.
The loss was due primarily to an increase in interest expense.
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: March 10, 1997
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000808047
<NAME> FORME CAPITAL
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> APR-30-1997 APR-30-1997 APR-30-1997
<PERIOD-END> JUL-31-1996 OCT-31-1996 JAN-31-1997
<CASH> 48697 40186 25341
<SECURITIES> 578053 578053 578053
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 627456 620483 604890
<PP&E> 262550 262550 262550
<DEPRECIATION> (27715) (29660) (31606)
<TOTAL-ASSETS> 862291 853373 835834
<CURRENT-LIABILITIES> 417530 420106 413696
<BONDS> 0 0 0
0 0 0
5380 5380 5380
<COMMON> 11500 11500 11500
<OTHER-SE> 327881 316386 305258
<TOTAL-LIABILITY-AND-EQUITY> 862291 853373 835834
<SALES> 20000 40000 60000
<TOTAL-REVENUES> 20000 40000 60000
<CGS> 25807 46000 65833
<TOTAL-COSTS> 25807 46000 65833
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 9864 19728 29592
<INCOME-PRETAX> (5454) (5284) (4748)
<INCOME-TAX> (5454) (5284) (4748)
<INCOME-CONTINUING> (5454) (5284) (4748)
<DISCONTINUED> (5454) (5284) (4748)
<EXTRAORDINARY> (5454) (5284) (4748)
<CHANGES> (5454) (5284) (4748)
<NET-INCOME> (5454) (5284) (4748)
<EPS-PRIMARY> (.002) (.002) (.002)
<EPS-DILUTED> (.002) (.002) (.002)
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