U.S SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
(Mark One)
[x] Annual report under Section 13 or 15 (d) of the Securities
Exchange Act of 1934 (Feerequired)
For the fiscal year ended April 30, 1998
[ ] Transition report under Section 13 or 15 (d) of the
Securities Exchange Act of 1934 (No fee required)
For the transition period from to
Commission file number 33-10894
FORME CAPITAL, INC.
(Name of Small Business Issuer in Its Charter)
DELAWARE 75-2180652
(State or Other Jurisdiction of (I.R.S.
Employer
Incorporation or Organization) Identification
No.)
2415 Midway Road, Suite 115, Carrollton, Texas 75006
(Address of Principal Executive Offices) (Zip Code)
(972) 733-3005
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
None None
Securities registered under Section 12(g) of the Exchange Act:
None
(Title of Class)
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
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form,
and no disclosure will be
contained, to the best of registrant's knowledge, in a
definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [x]
Issuer's revenues for its most recent fiscal year is $ 170,702.
As of July 13, 1998 the aggregate market value of the voting stock
held by nonaffiliates was $24,716.
The number of shares outstanding of the Registrant's common stock
$0.001 par value was 11,500,000 at July 18, 1998.
Documents Incorporated by Reference.
Registration Statement filed on April 10, 1987, File No. 33-10894.
<PAGE>
PART 1
Item 1. Business
Forme Capital, Inc. (Registrant) was incorporated in Delaware
on December 2, 1986, as a wholly owned subsidiary of Danzar
Investment Group, Inc. ("Danzar"), and on April 10, 1987 all
Registrant's issued shares were distributed to Danzar
stockholders. Prior to 1989, Registrants only activity was the
creation and spinning off to its stockholders of six blind pool
companies. Registrant is a real estate investment and management
company.
Item 2. Properties
Registrant owns offices at 17770 Preston Road, Dallas, Texas
75252 which it leased to Camelot Corporation. In September, 1997
this lease was converted to a month to month basis of approximately
$17,000 per month. In July, 1998 contracts were exchanged to sell
this property for $887,500. In July, 1998, the Registrant also
executed a lease for 5,700 sq. ft. of office space in Carrollon,
Texas for a term of twelve (12) months with an option to renew for
an additional twelve (12) months.
Item 3. Legal Proceedings
No legal proceedings to which the Registrant is a party is
subject or pending and no such proceedings are known by the
Registrant to be contemplated. There are no proceedings to which
any director, officer or affiliate of the Registrant, or any
owner of record (or beneficiary) of more than 5% of any class of
voting securities of the Registrant is a party adverse to
the Registrant.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to security holders during the last
quarter of
the fiscal year.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Registrant's common stock is traded over-the-counter on the
OTC Bulletin Board under the designation FRMC, and the market
for the stock has been relatively inactive. The range of high
and low bid quotations for the quarters of the last three years
are listed below. The quotations are taken from the
"pink sheets" of the National Quotation Bureau and the OTC Bulletin
Board. They reflect inter-dealer prices, without retail mark-up,
mark-down or commission, and may not necessarily represent actual
transactions.
<TABLE>
<S>
<C> <C> <C>
Quarter Ending Low Bid High Bid
July 31, 1995 0.02000 0.20
October 31, 1995 0.015625 0.20
January 31, 1996 0.015625 0.20
April 30, 1996 0.02000 0.20
July 31, 1996 0.015625 0.25
October 31, 1996 0.015625 0.20
January 31, 1997 0.015625 0.20
April 30, 1997 0.015625 0.20
July 31, 1997 0.015625 0.25
October 31, 1997 0.015625 0.25
January 31, 1998 0.015625 0.25
April 30, 1998 0.015625 0.25
</TABLE>
As of July 18, 1998, there were approximately 1,036
shareholders on record of Registrant's common stock, including
the shares held in street name by brokerage firms.
Registrant has not paid dividends on its common stock
and does not anticipate paying such dividends in the foreseeable
future.
Registrant has 100,000,000 shares of Preferred Stock
authorized. 21,495 shares of 10% Non-Cumulative Preferred Stock,
Series A have been issued in lieu of an outstanding debt. On
June 11, 1990, Registrant issued 50,000 shares of 10% Non-
Cumulative Preferred Stock, Series B, in a private placement with
its then principle stockholder.
On September 31, 1997, the Company issued 390,000 shares
of 10% NonCumulative, Preferred Stock, Series D in exchange for
$390,000.
On September 10, 1993, the Company issued 466,571 shares
of 10% NonCumulative, Preferred Stock, Series C in exchange for
two office buildings with a book value of $466,571.
On January 31, 1991 formal control of the company changed
from Zara Wettreich, Separate Property to Camelot Corporation.
On September 10, 1993, formal control of the Company reverted back
to Zara Wettreich, Separate Property from Camelot Corporation. The
shares were purchased for 50% of the bid price of the shares.
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations
1998
Revenues from the Company's operations changed to $170,702 for
1998 as compared to $82,490 last year. This reflects the conversion
of the lease on the property to month to month at a higher rate. In
February, 1998 the property was vacated by the tenant. In July,
1998 contracts were exchanged to sell the property for $887,500. In
July, 1998, the Registrant also executed a lease for 5,700 sq. ft.
of office space for a term of twelve (12) months with an option to
renew for an additional twelve (12) months.
1997
Revenues from the Company's operations stayed approximately
the same this fiscal year at $80,000 as compared to $82,490 last
year. The minor difference being the remainder of residential
rental properties no longer owned. The Registrant presently owns
commercial rental property and has no current plans to alter its
structure.
The Statement of Operations includes the Revenues $1,887,617,
Gross Profit ($13,089,014) and net income (loss) of Camelot a
Company in which Form owns common shares pursuant to Securities
and Exchange Commission disclosure rules.
Liquidity and Capital Resources
Registrant has met its shortfall of funds from operations
during prior periods by borrowing from its Directors and companies
or persons affiliated with its Directors. In the absence of
other financial resources, future cash requirements will
continue to be met through funds provided by the Directors and/or
the raising of equity capital or loans.
The Registrant's present needs for liquidity principally
relates to its real estate operations, and its obligations for
its SEC reporting requirements.
The Registrant has limited liquid assets available for its
continuing needs. The Company believes cash flow from
operations will satisfy operation expenditure needs for the year
ending April 30, 1998.
<PAGE>
Item 7. Consolidated Financial Statements
FORME CAPITAL, INC.
Index to Consolidated
Financial Statements Independent Auditor's Report F-1
Consolidated Balance Sheet F-2 to F-3
Consolidated Statements of Operations F-4
Consolidated Statements of Changes in Stockholders' Equity F-5
Consolidated Statements of Cash Flows F-6 to F-7
Notes to Consolidated Financial Statements F-8 to F-13
<PAGE>
Larry O'Donnell, CPA, P.C.
Telephone 745-4545
2280 South Xanadu Way
Suite 370
Aurora, Colorado 80014
Independent Auditor's Report
Board of Directors and Stockholders
Forme Capital, Inc. and Subsidiaries
I have audited the accompanying consolidated balance sheet of
Forme Capital, Inc. and Subsidiaries as of April 30, 1998 and
the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the years ended April 30,
1998 and 1997. These financial statements are the
responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the
audit to obtain reasonable assurance about whether the
financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. I believe my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Forme Capital, Inc. and Subsidiaries as of April 30,
1998 and the consolidated results of their operations and their
consolidated cash flows for the years ended April 30, 1998 and
1997, in conformity with generally accepted accounting principles.
Larry O'Donnell, CPA, P.C.
July 29, 1998
F-1
<PAGE>
<TABLE>
FORME CAPITAL, INC. AND
SUBSIDIARIES
Consolidated Balance Sheet
April 30, 1998
<S> <C>
Assets
Current Assets
Cash and cash equivalents $126,611
Prepaid expenses and other 1,283
Loans receivable 7,000
Total Current Assets 134,894
Property and equipment, at cost
Land 21,200
Building and improvements 241,350
262,550
Less accumulated depreciation 41,333
221,211
Available for sale on securities, including
allowances for change in market
value of $500,000 -
$356,111
=======
</TABLE>
See Notes to Financial Statements
F-2
<PAGE>
<TABLE>
<S>
<C>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheet ( Continued)
April 30, 1998
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable - related parties 4,000
Accrued expenses 9,200
Total Current liabilities 13,200
Long-term debt 100,000
Stockholders' equity
Preferred stock, $.01 par value,
100,000,000 shares authorized; Issued
and outstanding:
21,495 shares of Series A 215
50,000 shares of Series B 500
466,571 shares of Series C 4,666
390,000 shares of Series D 3,900
Common stock, $.001 par value, 25,000,000
shares authorized 11,500,000 shares,
issued and outstanding 11,500
Capital in excess of par value 775,205
Unrealized loss on securities available
for sale (500,000)
Accumulated deficit (53,075)
242,911
$356,111 =
======
</TABLE>
See Notes to Financial Statements F-3
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended April 30,1998 and 1997
<TABLE>
<S> <C> <C>
1998 1997
Revenues
Rental income $170,702 $ 80,000
Costs and expenses
Rental and administrative 68,157 31,629
Depreciation 7,782 7,782
Interest 18,343 39,370
94,282 78,781
Income from operations 76,420 1,219
Other income (loss)
Interest income 1,645 1,370
Recognized (loss) on
securities available
for sale (12,309) ______
(10,664) 1,370
Income before income taxes 65,756 2,589
Income taxes - -
Net income 65,756 2,589
Dividends on preferred stock (46,657) (46,657)
Net income attributable to
common stockholders $19,099 $ (44,068)
======= ========
Earnings per common share: $.00 $.00
======= ========
Weighted average common
shares outstanding 11,500,000 11,500,000
======== =========
</TABLE>
See Notes to Financial Statements
F-4
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Years ended April 30, 1998 and 1997
Common
Preferr Stock
ed
Stock
Shares Amount Shares Amount
Balance, April 30, 538,066 $5,381 11,500,000 $11,500
1996
Preferred stock
dividends
Unrealized loss on
securities
available for sale
Net income for the _______ ____ ________ ______
year _ _
Balance, April 30, 538,066 5,381 11,500,0 11,500
1997 00
Preferred stock
issued
for note payable 390,000 3,900
Preferred stock
dividends
Unrealized loss on
securities
available for sale
Net income for the _______ ____ ________ ______
year _ _
Balance, April 30, 928,066 $9,281 11,500,0 $11,50
1998 00 0
======= ====== ======== ======
=
See Notes to Financial Statements
F-5
Capital Unreali Accumula Total
In zed ted
Loss on Stockhol
ders'
Par Securit Deficit Equity
Value ies
Balance, April 30, 482,419 ($16,000) ($121,420) $361,880
1996
Preferred stock (46,657) (46,657)
dividends
Unrealized loss on
securities
available for sale (382,600) (382,600)
Net income for the _______ _______ ___2,589 ___2,589
year _
Balance, April 30, 435,762 (398,600) (118,831) (64,788)
1997
Preferred stock
issued
for note payable 386,100 390,000
Preferred stock (46,657) (46,657)
dividends
Unrealized loss on
securities
available for sale (101,400) (101,400)
Net income for the _______ _______ ___65,756 ___65,756
year _
Balance, April 30, $775,205 ($500,000) ($53,072) $242,911
1998
======= ======= ======== =======
See Notes to Financial Statements
F-5
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended April 30, 1998 and 1997
</TABLE>
<TABLE>
<S> <C> <C>
1998 1997
Cash Flows From Operating Activities
Net income $ 65,756 $2,590
Adjustments to reconcile net loss
to net cash from operating activities:
Depreciation 7,782 7,781
Gain on foreclosure of property 12,309
Change in assets and liabilities:
(Increase) decrease in:
Prepaid expenses and deposits (36) 164
Increase (decrease) in:
Accounts payable and
accrued expenses 2,522 (18,811)
Security deposits held (10,000) _______
Net Cash Provided (Used) by
Operating Activities 78,333 (8,276)
Cash Flows From Investing Activities
Purchase of marketable securities (43,115) -
Repayment on notes receivable 124,859 -
Recognize Loss on available for securities (7,000) -
Net Cash Used by Financing Activities 74,744
Cash Flows From Financing Activities
Dividends paid to preferred shareholder (46,657) (46,657)
Net Cash Used by Financing Activities (46,657) (46,657)
Net Increase (Decrease) in Cash 106,420 (54,933)
Cash, Beginning 20,191 75,124
Cash, Ending $126,611 $20,191
======= ========
</TABLE>
See Notes to Financial Statements
F-6
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Continued)
Years ended April 30, 1998 and 1997
Supplemental disclosures of cash flow
information
<TABLE>
<S> <C> <C>
1998 1997
Cash paid during the year for:
Interest $18,343 $39,370
Income taxes - -
</TABLE>
Noncash Investing and Financing Activities:
Preferred stock was issued for a note payable for $390,000 in
the year ended April 30, 1998.
See Notes to Financial Statements
F-7
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business Activity
Forme Capital, Inc. (Forme or the Company) was
incorporated as a Delaware corporation in 1986. From January
31, 1991 through September 10, 1993, Camelot Corporation
(Camelot), a company affiliated with the Registrant's
president, owned 80% of the Company's outstanding common
shares. In September 1993, Camelot sold all of its
restricted common shares of Forme to a related party. The
Company leases commercial office rental real estate in Dallas,
Texas.
Principles of Consolidation
The consolidated financial statements include the accounts
of Forme and its subsidiaries. Significant intercompany
accounts and transactions have been eliminated.
Property and Equipment
Property and equipment are carried at cost. Major
additions and betterments are capitalized while replacements
and maintenance and repairs that do not improve or extend
the life of the respective assets are expenses. When property
is retired or otherwise disposed of, the related costs and accumulated
depreciation and amortization are removed from the accounts and
any gain or loss is reflected in operations.
Depreciation and amortization of property and equipment are
calculated on the straight-line method over the following
estimated useful lives of 27.5 - 31.5 years.
The Company's policy for assessing and measuring the
impairment of real estate consists of a review of all real estate
held and companions between relevant time period as to the value
of the real estate based on various factors such as the
appraised value, the market value and the value of any additions
or losses incurred.
Earnings Per Share
Earnings per common share is computed on the basis of the
weighted average number of common shares outstanding during the
respective periods. Stock options are antidilutive and are not
included in the weighed average common shares as common stock
equivalents.
Investments
The Company's marketable securities are classified as
available for sale. Securities classified as available for
sale are carried in the financial statements at fair value
unless they are restricted from trade fair value of marketable
securities is determined based on quoted market prices for
those securities. Restricted securities are carried at the
lower of cost or fair value. Realized gains and losses,
determined using the first-in, first-out method, are included
in earnings; unrealized holding gains and losses are
reported as a separate component of stockholders' equity.
The Company records impairments to its available-for-sale
securities whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.
F-8<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Note 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Statement of Cash Flows
For purposes of reporting cash flows, the Company considers
cash and money market accounts to be cash equivalents.
Revenue Recognition
Revenue consists of rental income and security deposit
forfeitures. Rental income and security deposit forfeitures are
recognized as they are earned.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect reported amounts of
assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ
from those estimates.
Note 2 - NOTES RECEIVABLE IN CAMELOT
During the year ended April 30, 1996, the Company acquired
600,000 shares of Camelot in exchange for a $450,000 note
receivable. In July
1997,Camelot declared a 1-40 reverse stock split so the Company
now owns a total of 16,250 common shares of Camelot. The
shares were delisted from NASDAQ and substantially declined in
value.
Note 3 - INVESTMENTS IN MARKETABLE EQUITY SECURITIES
Unrealized gains and losses of marketable securities
available for sale as of April 30, 1997 and 1998 are as follows:
Gross unrealized
Gains Losses
1998
Camelot Corporation $500,000
1997
Camelot Corporation $398,600
The Company's investment in Camelot stock is restricted and
therefore not available to be traded. The investment is carried
at the lower of cost or fair value. Camelot stock is publicly
traded. The value of the stock at the time it was acquired was a
discount from the market price of the shares as the securities
received were restricted. The value of the stock, for purposes
of determining an unrealized loss, was based on the market price
at the time of issuance versus the market price at April
30, 1998. Subsequent to the year end the securities value
declined to an extent that management determined to reduce the
entire asset to zero.
F-9<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
NOTE 5 - NOTES PAYABLE AND LONG-TERM DEBT
Notes payable consist of the following at April 30,1998 :
Note payable to the father of the President, due April
11, 2014,interest only, at 8%, payable monthly, secured by Deed of
Trust on 17770 Preston Road, Dallas, Texas. $100,000
Approximately $18,343 and $39,370 is included in interest
expense for related interest on the above notes for the years
ended April 30, 1998, and 1997, respectively.
F-10
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 6 - INCOME TAXES
The Company and its wholly-owned subsidiaries file
consolidated Federal income tax returns. The Company has no
current state or federal income tax expense for the years ended
April 30, 1998 and 1997.
The Company adopted the Statement of Financial Accounting
No. 109, "Accounting for Income Taxes". Under the asset and
liability approach specified by SFAS No. 109, deferred tax
assets and liabilities are determined based on the difference
between financial statement and tax bases of assets and
liabilities as measured by the currently enacted tax rates.
Deferred tax expense or benefit is the result of the changes in
deferred tax assets and liabilities.
Deferred income taxes arise from the temporary differences
between financial statement and income tax recognition of net
operating losses and unrealized gains and losses of marketable
securities.
The components of deferred taxes in the accompanying balance
sheet is summarized below:
<TABLE>
<S> <C>
Deferred tax assets arising from:
Net operating loss carryover $ 15,000
Unrealized loss on securities 125,000
Less valuation allowance (140,000)
Deferred taxes - net $ -
=====
</TABLE>
At April 30, 1998 the Company has approximately $120,000
of unused Federal net operating loss carryforwards, which
expire in years 2003 through 2009.
The components of income tax expense for the year ended April
30, 1998 and 1997 are summarized below:
<TABLE>
<S> <C> <C>
1998 1997
$10,500 $400
(10,500) (400)
Net Income tax expense $ - $ -
====== ====
</TABLE>
F-11<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7 - STOCKHOLDERS' EQUITY
The Company has designated four classes of preferred stock.
The first class, designated as Series A, 10% Non-cumulative
Preferred Stock, has 21,495 shares outstanding. The second
class, designated as series B, 10 % Non-cumulative preferred
Stock, has 50,000 shares outstanding. The third class
designated as Series C, 10% Non-cumulative Preferred Stock
has 466,571 shares outstanding. The fourth class designated
as Series D Preferred Stock has 390,000 shares outstanding.
Each series has a stated
par value of $.01 per share, has no voting rights, pay dividends
at the discretion of the board of directors, and has priority
for payment upon dissolution of the Company over the common
stock. All shares are held by Camelot Corporation, except for
Series D.
On December 13, 1993 the Company issued stock options of
2,000,000 shares of its common stock to the President of the
Company expiring ten years from the date of grant at an
exercise price of $0.15625. Stock options outstanding as of
April 30, 1998 were 2,000,000.
NOTE 8 - RELATED PARTY TRANSACTIONS
The president of the Company received a directors fee of $30,000 during
the year ended April 30, 1998. The president of the Company received
a directors fee of $10,000 during the year ended April 30, 1997.
These fees were paid in cash and are included in general and
administrative expense.
The Company leased a 10,000 square foot office building to
Camelot under a five year lease at $6,667 per month beginning
September 10, 1993 through September 10, 1998. Rental income
was approximately $170,000 and $80,000 for each of the years
ended April 30, 1998 and 1997, constituting 100%, of the
Company's rental income. The lease included the following terms
and conditions:
1. The Company has an option to buy Camelot's furniture and
equipment located on the premises at Camelot's book value during
the term of the lease.
2. The Company has a ten-year option to purchase 2,000,000
restricted common shares of Camelot at an exercise price of $0.625
which includes piggyback rights.
3. Rental payments automatically increase to 150% of
prevailing market rates at the time
Mr. Wettreich ceases to be a director of Camelot.
F-12
FORME CAPITAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
In September 1997 the lease was canceled and the parties agreed on
a month to month lease at approximately $17,000 per month. In
February 1998 Camelot moved out with March being its last month
for rental payment.
NOTE 8 - RELATED PARTY TRANSACTIONS (Continued)
The Company paid $46,657 for each of the years ended April
30, 1998 and 1997 in preferred stock dividends to Camelot.
The Company paid approximately $20,907 and $40,000 for each
of the years ended April 30,1998 and 1997 in interest on
related party notes payable.
The Company uses a securities transfer agent affiliated with the
President and paid $940 and $940 for the years ended April 30,
1998 and 1997.
NOTE 9- SUBSEQUENT EVENT CONTRACT FOR SALE OF BUILDING
In July, 1998, Contracts were exchanged to sell its principal
asset, a commercial office building for $887,500.
Also in July,1998, the Company executed a lease for office
space for a twelve month term with an option for an additional
twelve months
F-13
<PAGE>
Item 8. Disagreements on Accounting and Financial Disclosure
There were no disagreements on accounting and/or financial
disclosure by the Company or its auditors.
PART III
Item 9. Directors and Executive Officers of the Registrant
The following persons serve as Directors and/or Officers of the
Registrant:
Name Age Position Period Served Term
Expires
Daniel Wettreich 46 President, December 1986 Next
Annual
Treasurer, Meeting
Director
Jeanette Fitzgerald 37 Director, January
1991 Next
Annual
Secretary Meeting
Daniel Wettreich
Daniel Wettreich is Chairman, President and Director of the
Company since December 1986. Since September 1988, he has
been President and Director of Camelot Corporation(1), a
public company. Additionally, he currently holds directors
positions in the following public companies Adina, Inc.,
Malex, Inc., and Tussik, Inc., which are dormant companies
seeking merger opportunities. In July 1993, he was appointed a
Director of Goldstar Video Corporation(2) following an
investment by Camelot. Mr. Wettreich has a Bachelor of
Arts in Business Administration from the University of
Westminister, London, England.
Jeanette P. Fitzgerald
Jeanette Fitzgerald is the Secretary and a Director since
January 1991. She is a member of the State Bar of Texas and the
Business Law and Oil, Gas and Mineral Law sections. She is also
Vice President and General Counsel and a Director of Camelot
Corporation(1). Further, she is a Director of Malex, Inc. a
public company. In July 1993, she was appointed a Director
of Goldstar Video Corporation(2) following an investment by
Camelot. She graduated from Texas Tech University School of Law
receiving both a Doctorate of Jurisprudence and a Masters of
Business Administration in May 1986. Previous to that, she
graduated from the University of Michigan with a Bachelors of
Business Administration in December 1982.
(1) A subsidiary of Camelot Corporation, Camelot
Entertainment filed Chapter 7 liquidation in January, 1995.
(2) Goldstar Video Corporation filed for protection from creditors
pursuant to Chapter 11 in October, 1993, and has converted
to a liquidation proceeding.
Item 10. Executive Compensation
The following table lists all cash compensation paid to
Registrant's executive officers as a group for services
rendered in all capacities during the fiscal year ended
April 30, 1998. No individual officer received compensation
exceeding $100,000; no bonuses were granted to any officer, nor
was any compensation deferred.
SUMMARY COMPENSATION TABLE
<TABLE>
Annual CompensationLong-Term Compen
sation
AwardsPay-outs
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Restr
Name and Pri Other An icted Opt-i LTIP All
Othe
ncipal Year Salar Bonu nual Stock ons/ Pay- r
Position y s Compensa Award SARs outs
Compen-
tion (s) sation
Daniel - - - - - -
Wettreich 1998 - - - - - - $30,000
Chairman and 1997 - - - - - -
CEO (1) 1996 10,000
- - - - - - $0.00
Fitzgerald 1998 - - - - - - $0.00
Vice 1997 - - - - - - -
President, 1996
General
Counsel and
Secretary (1)
</TABLE>
Directors of the Registrant receive no salary for their
services as such, but are reimbursed for reasonable expenses
incurred in attending meetings of the Board of Directors.
Registrant has no compensatory plans or arrangements
whereby any executive officer would receive payments from the
Registrant or a third party upon his resignation, retirement
or termination of employment, or
from change in control of Registrant or a change in the
officer's responsibilities following a change in control.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth as of July 18, 1997
information known to the management of the Company concerning
the beneficial ownership of Common Stock by (a) each person
who is known by the Company to be the beneficial owner of more
than five percent of the shares of Common Stock outstanding,
(b) each director at that time, of the Company (including
subsidiaries) owning Common Stock, and (c) all directors and
officers of the Company (including subsidiaries) as a group (2
persons).
<TABLE>
<S> <C> <C>
Name and Address of Amount and Nature of
Percent
Beneficial Owner Beneficial Ownership of Class
Daniel Wettreich 12,250,000 (1)(2) 90.7%
2415 Midway Road, Suite 115
Carrollton, Texas75006
Jeanette P. Fitzgerald 14,201
0%
2415 Midway Road, Suite 115
Carrollton, Texas75006
All Officers and Directors 12,264,201(1)(2)
90.8%
as a group (2 persons)
Zara Wettreich, Separate Property 10,250,000
89%
2415 Midway Road, Suite 115
Carrollton, Texas75006
(1) 10,250,000 of these shares are in the name
of Zara Wettreich, Separate Property. Mr. Wettreich
has disclaimed any beneficial interest in the shares
owned by his wife.
(2) Includes an option to purchase 2,000,000 shares granted
to Daniel Wettreich, which option is not exercised.
Item 12. Certain Relationships and Related Transactions
During the fiscal year 1994, the Company leased a 10,000
square foot office building to Camelot under a five year lease
at $6,667 per month beginning September 10, 1993 through
September 10, 1998. The lease included the following terms
and conditions:
1. The Company has an option to buy Camelot's
furniture and equipment located on the premises at Camelot's book
value during the term of the lease.
2. The Company has a ten-year option to purchase
2,000,000 restricted common shares of Camelot at an exercise
price of $0.625 which includes piggyback rights.
3. Rental payments automatically increase to 150% of
prevailing market rates at the time Mr. Wettreich ceases to be a director of
Camelot.
In September 1997, the lease was converted to a month to
month and at an approximate rate of $17,000. In February 1998,
Camelot vacated the premises.
A company affiliated with the President provides
services as a securities transfer agent. For the years ended
April 30, 1998 and 1997, the Company incurred expenses of $940 and $940,
respectively.
During the fiscal year 1998 and 1997, the Company paid
$46,657 and $46,657, respectively, in preferred stock dividends
to Camelot.
PART IV
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits included herein:
3(a) Articles of Incorporated by reference to Registration
Incorporation Statement filed on April 10, 1987, File
No.33-10894
3(b) ByLaws Incorporated by Reference as immediately
above
22(a) Subsidiaries
(b) Reports on Form 8-K:
NONE
<PAGE>
EXHIBIT 22(a)
SUBSIDIARIES
Forme Properties, Inc. 100%
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed n its behalf by the undersigned,
thereunto duly authorized.
FORME CAPITAL, INC.
(Registrant)
By: /s/ Daniel Wettreich
President
Date: July 31, 1998
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.
By: /s/ Daniel Wettreich
Director; President (Principal
Executive Officer); Treasurer
(Principal Financial and Accounting
Officer)
Date: July 31, 1998
By: /s/ Jeanette P. Fitzgerald
Director
Date: July 31, 1998
</TABLE>
