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 (Fee required)
For the fiscal year ended April 30, 1999
[ ] 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.)
6959 Arapaho, Suite 122, Dallas, Texas 75248
(Address of Principal Executive Office) (Zip Code)
2415 Midway Road, Suite 115, Carrollton, Texas 75006
(Former Address of Principal Executive Office) (Zip Code)
(972) 386-8907
(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
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 $-0-.
<PAGE>
As of July 1, 1999 the aggregate market value of the voting stock held by
non-affiliates was $19,530.
The number of shares outstanding of the Registrant's common stock $0.001
par value was 11,500,000 at July 1, 1999.
Documents Incorporated by Reference.
Registration Statement filed on April 10, 1987, File No. 33-10894.
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. During the period 1989 to 1998 Registrant was a real
estate company. Registrant is now a holding company. Its subsidiary trades
in antique art.
Item 2. Properties
Registrant leases approximately 2,000 square feet of office space in
Dallas, Texas for a term of three years commencing June, 1999.
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 two 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>
Quarter Ending Low Bid High Bid
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
July 31, 1998 0.015625 0.015625
October 31, 1998 0.015625 0.015625
April 30, 1999 0.015625 0.015625
</TABLE>
As of July 1, 1999, 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 10, 1993, the
Company issued 466,571 shares of 10% Non-Cumulative, Preferred Stock,
Series C in exchange for two office buildings with a book value of
$466,571. On September 31, 1997, the Company issued 390,000 shares of 10%
Non-Cumulative, Preferred Stock, Series D in exchange for $390,000. In
September 1998 the Company issued 249 Preferred Shares Series W in exchange
for 125,000 restricted common shares in Wincroft, Inc., a public company.
On March 15, 1999 258,000 Preferred Shares, Series F were issued in
exchange for artwork appraised at $258,000.
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.
<PAGE>
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations
1999
The office rental building was sold at the end of September, 1998
resulting in a profit on the sale of $478,734. Total assets have
increased to $788,443 as compared to $356,111 at April 30, 1998, as a
result of the proceeds from the sale of the building. The period showed
a loss of $76,136 compared to $82,301 the previous year. The loss
was primarily due to loss on sale of securities and increased general and
administrative expenses.
In September 1998, the Registrant accepted a subscription agreement
from The Wettreich Children's Trust, a trust of which the
President's children are beneficiaries, for 249 Preferred Shares,
Series W with payment for such shares being 125,000 restricted
common shares in Wincroft, Inc. Wincroft, Inc. is publicly traded with a
market value at the time of approximately $2.00 per share.
Registrant has commenced investing and trading in antique art, and
established a new subsidiary called victorian-paintings.com inc. to pursue
its strategy.
On March 15, 1999, the Company entered into an agreement whereby it
purchased artwork valued at $258,000 from Abuja Consultancy, Ltd. paying
for such purchase by the issuance of 258,000 Preferred Shares, Series
F. Such restricted shares are non-convertible, non-assessable, non-voting
and bear a yield of 5% per annum. The value of the artwork was
determined by a Certified member of the International Society of
Appraisers.
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.
Liquidity and Capital Resources
The Registrant's present needs for liquidity principally relates to its
obligations for its working capital. Management believes that the
Registrant has sufficient liquidity for its needs for the next twelve
months, but Registrant will need to develop operations, internally or
externally to fund its expenses. At present the Registrant has no
material sources for external liquidity other than loans from
affiliated companies or its Directors.
Year 2000 Readiness Disclosure
The Company is aware of the issues associated with the programming
code in existing computer systems as the year 2000 approaches. The issue
is whether computer systems will properly recognize date-sensitive
information when the year changes to 2000. The Company presently believes
that the Year 2000 issue will not pose significant operational problems
for the Company's computer systems and will not have a material adverse
effect on the Company's financial condition or results of operations.
<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 and Other Comprehensive Income 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-12
<PAGE>
Larry O'Donnell, CPA, P.C.
Telephone(303) 745-454 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, 1999 and the related
consolidated statements of operations and other comprehensive income,
changes in stockholders' equity and cash flows for the years ended April
30, 1999 and 1998. 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, 1999 and the consolidated
results of their operations and their consolidated cash flows for the years
ended April 30, 1999 and 1998, in conformity with generally accepted
accounting principles.
Larry O'Donnell, CPA, P.C.
July 27, 1999
F-1
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
April 30, 1999
<TABLE>
<S> <C>
Assets
CURRENT ASSETS
Cash and cash equivalents $ 8,542
Total current assets 8,542
PROPERTY AND EQUIPMENT - at cost:
Furniture, fixtures and equipment 4,317
Less accumulated depreciation 432
3,885
OTHER ASSETS
Loans receivable-related party 155,118
Loan receivable 189,014
Investments-Art 431,884
Available for sale securities including allowance
for change in market value of $276,805
776,016
TOTAL ASSETS $788,443
</TABLE>
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheet (Continued)
April 30, 1999
<TABLE>
<S> <C>
Liabilities And Stockholders' Equity
CURRENT LIABILITIES:
Accounts payable $ 3,303
Note payable-related party 100,000
Accrued expenses 3,000
Taxes payable 8,362
Total current liabilities 114,665
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value,
100,000,000 shares authorized:
21,495 shares of Series A issued
and outstanding 215
50,000 shares of Series B issued
and outstanding 500
466,571 shares of Series C issued
and outstanding 4,666
390,000 shares of Series D issued
and outstanding 3,900
249 shares of Series W issued
and outstanding 2
258,000 shares of Series F issued
and outstanding 2,580
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 1,265,223
Accumulated other comprehensive income:
Unrealized loss on securities available
for sale (276,805)
Retained Earnings (338,003)
673,778
$ 788,443
</TABLE>
See Notes to Financial Statements
F-3
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Statements of Operations and Other Comprehensive Income
Years ended April 30, 1999 and 1998
<TABLE>
<S> <C> <C>
1999 1998
Revenues
Rental income $ - $ 170,702
Costs and expenses
General and administrative 409,716 68,157
Depreciation 4,323 7,782
Interest 3,289 18,343
417,328 94,282
Income (loss) from operations (417,328)76,420
Other income (loss)
Sale of real estate investment 631,596
Interest income 14,964 1,645
Recognized (loss) on securities
available for sale (514,163)(12,309)
132,397 (10,664)
Net income (loss) (284,931) 65,756
Other Comprehensive Income
Unrealized gains (losses) on securities
Loss realized 500,000
Unrealized losses (276,805) (101,400)
223,195 (101,400)
Total comprehensive income
(loss) (61,736) (35,644)
Dividends on preferred stock (14,400) (46,657)
Total comprehensive income attributable to
common stockholders $ (76,136) $(82,301)
Earnings per common share: $ (.01) $ (.01)
Weighted average common shares
outstanding 11,500,000 11,500,000
</TABLE>
See Notes to Financial Statements
F-4
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Years ended April 30, 1999 and 1998
<TABLE>
<S> <C> <C> <C> <C>
Preferred Common
Stock Amount Stock Amount
Shares Shares
Balance at April 30,
1997 538,066 $5,381 11,500,000 $11,500
Preferred Stock 390,000 3,900 - -
issued for note
payable
Preferred Stock - - - -
dividends
Unrealized loss on - - - -
securities available
for sale
Net income for the year _
Balance at April 30,
1998 928,066 9,281 11,500,000 11,500
Preferred stock 249 2
issued for
securities
Preferred stock 258,000 2,580
issued for artwork
Loss recognized on
securities
Unrealized loss on
securities
Preferred stock
dividends
Net income for the year
Balance at April 30,
1999 1,186,315 $11,863 11,500,000 $11,500
</TABLE>
See Notes to Financial Statements
F-5
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Years ended April 30, 1999 and 1998
<TABLE>
<S> <C> <C> <C> <C>
Capital Unrealized Accumulated
Increase in Loss on Deficit
excess of Securities Shareholders'
Par Value Equity
Balance at April 30,
1997 $435,762 (398,600) (118,828) (64,785)
Preferred Stock 386,100 - - 390,000
issued for note
payable
Preferred Stock (46,657) - - (46,657)
dividends
Unrealized loss on - (101,400) - (101,400)
securities available
for sale
Net income for the year 65,756 65,756
Balance at April 30,
1998 775,205 (500,000) (53,072 ) 242,914
Preferred stock 248,998 249,000
issued for
securities
Preferred stock 255,420 258,000
issued for artwork
Loss recognized on 500,000 500,000
securities
Unrealized loss on (276,805) (276,805)
securities
Preferred stock (14,400) (14,400)
dividends
Net income for the (284,931) (284,931)
year
Balance at April 30,
1999 $1,265,223 $(276,805) $(338,003) 673,778
</TABLE>
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended April 30, 1999 and 1998
<TABLE>
<S> <C> <C>
1999 1998
Cash Flows From Operating Activities
Net income $(284,931) $ 65,756
Adjustments to reconcile net loss
to net cash from operating activities:
Depreciation 4,326 7,782
Gain on Sale of Property (631,596) 12,309
Loss on securities 514,163
Change in assets and liabilities:
(Increase) decrease in:
Accounts receivable 7,000
Prepaid expenses and deposits 1,283 (36)
Increase (decrease) in:
Accounts payable and
accrued expenses 1,465 2,522
Security deposits held (10,000)
Net Cash Provided (Used) by
Operating Activities (388,290) 78,333
Cash Flows From Investing Activities
Proceeds from sale of property 848,922
Purchase of marketable securities(336,509) (43,115)
Proceeds from sale of marketable
securities 294,541
Purchase of art (173,884)
Repayment on notes receivable 124,859
Purchase of equipment (4,317)
Recognize loss on available
for securities (7,000)
Advances on loans receivable (344,132)
Net Cash Used by Financing
Activities 284,621 74,744
Cash Flows From Financing Activities
Dividends paid to preferred
shareholder (14,400) (46,657)
Payments of notes payable (100,000)
Proceeds from notes payable 100,000
Net Cash Used by Financing
Activities (14,400) (46,657)
Net Increase (Decrease ) in Cash (118,069) 106,420
Cash, Beginning 126,611 20,191
Cash, Ending $ 8,542 $ 126,611
</TABLE>
See Notes to Financial Statements
F-6
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
Years ended April 30, 1999 and 1998
<TABLE>
<S> <C> <C>
Supplemental disclosures of cash flow
information
1999 1998
Cash paid during the year for:
Interest $ 3,289 $ 8,343
Income taxes - -
Noncash Investing and Financing Activities:
During 1999 the Registrant sold 249 Series W
Preferred Shares to an affiliate of the President
in exchange for 249,000 restricted securities in
Wincroft, Inc. $249,000
During 1999 the Registrant sold 258,000
Series F Preferred Shares in exchange for
artwork $258,000
During 1998 preferred stock was issued
of a not payable $390,000
</TABLE>
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.
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 estimated useful lives of 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.
F-8
<PAGE>
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.
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 AND INVESTMENT IN CAMELOT
The Company had loaned a total of $686,000 to Camelot secured by
receivables and all of the unpledged assets of Camelot. The notes bore
interest at 8% and were due on demand. Approximately $13,000 is included
in interest income for the year ended April 30, 1996. The Company received
payments totaling $236,000 during the year ended April 30, 1996. Also
during the year ended April 30, 1996, the Company acquired 600,000 shares
of Camelot in exchange for the remaining $450,000. In July 1997,Camelot
declared a 1-40 reverse stock split so the Company owned a total of 16,250
common shares of Camelot. The shares were delisted from NASDAQ and
substantially declined in value. The shares were disposed of during the
year ended April 30, 1999.
F-9
<PAGE>
Note 3 - INVESTMENTS IN MARKETABLE EQUITY SECURITIES
Unrealized gains and losses of marketable securities available for
sale as of April 30, 1999 and 1998 are as follows:
<TABLE>
<S> <C> <C>
Gross unrealized
Gains (Losses)
Wincroft, Inc. 1999 $(276,805)
Camelot Corporation 1998 $(500,000)
</TABLE>
The Company's investment in Camelot and Wincroft stock is restricted
and therefore not available to be traded. The investment is carried at the
lower of cost or fair value. Camelot and Wincroft 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 and 1999. The securities value
declined to an extent that management determined to reduce the entire asset
to zero.
NOTE 5 - NOTES PAYABLE
Notes payable consist of the following at April 30, 1999 :
Note payable to the father of the President, due on demand,
interest only at 7% payable monthly $100,000
Approximately $3,300 and $20,900 is included in interest expense for
related interest on the above note for the years ended April 30, 1999 and
1998, respectively..
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, 1999 and 1998.
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.
F-10
<PAGE>
The components of deferred taxes in the accompanying balance sheets
are summarized below:
<TABLE>
<S> <C>
Deferred tax assets arising from:
Net operating loss carryover $ 85,000
Unrealized loss on securities 70,000
Less valuation allowance (155,000)
Deferred taxes - net $ -
</TABLE>
At April 30, 1999 the Company has approximately $300,000 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, 1999 and
1998 are summarized below:
<TABLE>
<S> <C>
<C>
1999 1998
Current income tax expense $ - $ 10,500
Net operating loss utilized - (10,500)
Net Income tax expense $ - $ -
</TABLE>
NOTE 7 - STOCKHOLDERS' EQUITY
The Company has designated six classes of preferred stock. Each class
is 10% Non-cumulative Preferred Stock. 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. Series A, B, and C are held by Camelot
Corporation.
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, 1999 were 2,000,000.
NOTE 8 - RELATED PARTY TRANSACTIONS
The president of the Company received a salary of $95,000 in 1999 and
a directors fee of $30,000 for the year 1998.
F-11
<PAGE>
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 $135,000 for
the year ended April 30, 1998, constituting 100%, of the Company's rental
income. In September 1997 the lease was cancelled 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.
The Company paid $14,400 and $46,657 for the years ended April 30,
1999 and 1998 respectively in preferred stock dividends to Camelot.
The Company paid approximately $3,300 and $20,907 for each of the
years ended April 30,1999 and 1998 in interest on related party notes
payable.
The Company uses a securities transfer agent affiliated with the
President and paid $14,700 and $940 for the years ended April 30, 1999 and
1998.
F-12
<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:
<TABLE>
<S> <C> <C> <C> <C>
Name Age Position Period Served Term Expires
Daniel Wettreich 47 President, December 1986 Next Annual
Treasurer, Meeting
Director
</TABLE>
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 Adina, Inc. and Malex, Inc., which
are dormant public companies seeking merger opportunities. From July 1996
to July 1998 he was a director of Constable Group plc, a United Kingdom
Company.(3) 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.
(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.
(3) A subsidiary, Meteor Payphones and its subsidiaries filed for voluntary
liquidation in March 1998. Constable Group plc filed for voluntary
liquidation in July 1998.
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, 1999. No individual officer
received compensation exceeding $100,000; no bonuses were granted to any
officer, nor was any compensation deferred.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
Compensation
Awards Pay
outs
Rest
Name and Other rict Optio LTIP All
Principal Year Salary Bonus Annual ed ns/ Pay Other
Position Compens Stock SARs outs Compens
ation Award ation
(s)
Daniel
Wettreich 1999 $95,000 - - - - - $ -
Chairman and
CEO (1) 1998 - - - - - - $30,000
1997 - - - - - - $10,000
</TABLE>
Until July 1998 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. Commencing July 1998 the
President of Registrant receives an annual salary of $120,000 for his
services.
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 (1 person).
<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%
6959 Arapaho Road, Suite 122
Dallas, Texas 75248
All Officers and Directors 12,250,000 (1)(2) 90.8%
as a group (1 person)
Zara Wettreich,
Separate Property 10,250,000 89%
6959 Arapaho Road, Suite 122
Dallas, Texas 75248
</TABLE>
(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.
<PAGE>
(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. 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, 1999 and 1998,
the Company incurred expenses of $14,700 and $940, respectively.
During the fiscal year 1999 and 1998, the Company paid $0 and $46,657,
respectively, in preferred stock dividends to Camelot.
During fiscal 1999 the Company provided the wife of its President a
total of $400,000 6% interest unsecured loans of which $270,000 has been
repaid as at April 30, 1999. Also during 1999, Company's affiliated with
the President of the Company were loaned a total of $24,667 of which $8,000
has been repaid as at April 30, 1999.
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:
Report on March 15, 1999 reporting Item 2.
<PAGE>
EXHIBIT 22(a)
SUBSIDIARIES
Forme Properties, Inc. 100%
victorian-paintings.com 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 29, 1999
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 29, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-END> APR-30-1999
<CASH> 8542
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8542
<PP&E> 4317
<DEPRECIATION> 432
<TOTAL-ASSETS> 788443
<CURRENT-LIABILITIES> 114665
<BONDS> 0
0
0
<COMMON> 11500
<OTHER-SE> 673778
<TOTAL-LIABILITY-AND-EQUITY> 788443
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 417328
<OTHER-EXPENSES> 132397
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (61736)
<INCOME-TAX> (61736)
<INCOME-CONTINUING> (61736)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (61736)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
