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, 2000
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.)
6959 Arapaho, Suite 122, Dallas, Texas 75248
(Address of Principal Executive Offices)
(972) 386-8907
(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: 328,604,
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 5
Consolidated Statements of
Cash Flows 7
Notes to Consolidated
Financial Statements
(unaudited) 9
Item 2. Management's Discussion
and Analysis of Financial
Condition and Results of
Operations 9
Part II OTHER INFORMATION 10
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FORME CAPITAL, INC. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
ASSETS
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October 31, 2000 April 30, 2000
(Unaudited) (Audited)
CURRENT ASSETS
Cash and cash equivalents $ 388 $ 8,542
Total current assets 388 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 $ 388 $788,443
</TABLE>
See accompanying notes to these consolidated financial statements.
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FORME CAPITAL, INC. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
(continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
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October 31, 2000 April 30,2000
(Unaudited) (Audited)
CURRENT LIABILITIES:
Account payable $ - $ 3,303
Notes - related parties - 100,000
Accrued expenses 3,000 3,000
Taxes payable - 8,362
Total current liabilities 3,000 114,665
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 - 2580
Common stock $.001 par value,
100,000,000 shares, October 31,2000
and 25,000,000 shares,
October 31, 1999, respectively
authorized, 328,604 shares, October 31, 2000
and 11,500,000 shares, October 31, 1999, respectively
issued and outstanding, respectively 329 11,500
Capital in excess of par value 704,703 1,265,223
Accumulated other comprehensive income:
Unrealized loss on securities
available for sale - (276,805)
Retained earnings (deficit) (707,644) (338,003)
(2,612) 673,778
$ 388 $788,443
</TABLE>
See accompanying notes to these consolidated financial statements.
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FORME CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Months Ended
October 31,
2000 1999
REVENUES:
Administrative services $ - $ 3,000
Consulting services - 400,000
Total Revenue - 403,000
COSTS AND EXPENSES:
Net cost of investment - -
General and administrative (2,305) 113,090
Depreciation - -
Interest expense - 3,500
- 116,590
INCOME (LOSS) FROM OPERATIONS (2,305) 286,410
OTHER INCOME:
Interest income - 4
NET PROFIT (LOSS) FROM OPERATIONS (2,305) 286,414
DIVIDENDS ON PREFERRED STOCK - (4,800)
NET PROFIT (LOSS) ATTRIBUTABLE
TO COMMON STOCKHOLDERS $ (2,305) $281,610
NET PROFIT (LOSS) PER COMMON SHARE $ (.007) $ .024
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 328,604 11,500,000
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FORME CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
</TABLE>
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Six Months Ended
October 31,
2000 1999
REVENUES:
Administrative services $ - $ 3,000
Consulting services - 400,000
Total Revenue - 403,000
COSTS AND EXPENSES:
Net cost of investment - -
General and administrative (3,480) 233,349
Depreciation - -
Interest expense - 6,906
(3,480) 240,255
INCOME (LOSS) FROM OPERATIONS (3,480) 162,745
OTHER INCOME:
Interest income - 1,222
NET PROFIT (LOSS) FROM OPERATIONS (3,480) 161,523
DIVIDENDS ON PREFERRED STOCK - (9,600)
NET PROFIT (LOSS) ATTRIBUTABLE
TO COMMON STOCKHOLDERS $ (3,480) $151,923
NET PROFIT (LOSS) PER COMMON SHARE $ (.011) $ .013
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 328,604 11,500,000
</TABLE>
See accompanying notes to these consolidated financial statements.
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FORME CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Six Months Ended
October 31,
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit (loss) $ (4,107) $ 162,745
Adjustments to reconcile net profit to net cash from operating
activities:
Depreciation and amortization - -
(Gain) loss on disposal of assets - -
Change in assets and liabilities, net of
effects from purchase of subsidiaries:
Notes Payable - 104,000
(Increase) decrease in prepaid
expenses and deposits - (6,344)
Increase (decrease) accounts payable
and accrued expenses 3,604 3,263
Accounts Receivable - -
Net cash provided by operating
activities (503) 263,664
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment - (33,023)
Purchase of art - (21,294)
Purchase of marketable securities - -
Proceeds from sale of marketable securities - -
Proceeds from sale of investment - -
Net cash from investing activities - (54,317)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Preferred Stock - -
Dividends paid to preferred shareholder - (9,600)
Loans to unrelated party - (55,000)
Loans to related party - (132,292)
Net cash used by financing activities - (196,892)
NET INCREASE (DECREASE) IN CASH (503) 12,454
CASH AT BEGINNING OF PERIOD 891 8,542
CASH AT END OF PERIOD $ 388 $20,996
SUPPLEMENTAL INFORMATION:
Cash paid for interest $ - $ -
Cash paid for taxes $ - $ -
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NONCASH INVESTING AND FINANCING ACTIVITIES
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Six Months Ended
October 31,
2000 1999
During the period under review,
Registrant issued 249 Preferred Shares, Series W
valued at $10,000 each in exchange for Wincroft,
Inc. restricted common stock - -
</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,
2000.
Item 2. Management Discussion and Analysis of Financial Condition and
Results of Operations
The six months ended October 31, 2000 showed a loss of $3,480
compared with $151,923. General and administrative expenses for the
six month period were $3,480 compared with $233,349.
Registrant is now seeking an acquisition and/or merger
transaction, and is effectively a blind pool company.
Registrant has no operations or substantial assets, and intends to
seek out and obtain candidates with which it can merge or whose
operations or assets can be acquired through the issuance of common
stock and possibly debt. Existing shareholders of Registrant
will, in all probability, experience significant dilution of
their ownership of Registrant and should experience an appreciation
in the net book value per share. Management will place no
restrictions on the types of businesses which may be acquired.
In determining the suitability of a combination partner,
Management will require that the business being acquired has a
positive net worth, that it show evidence of being well-
managed, and that its owners and management have a good
reputation within the business community. Management intends to
seek out business combination partners by way of its business
contacts, including possible referrals from the Registrant's
accountants and attorneys, and may possibly utilize the services of
a business broker.
It is the present expectation of the Management of Registrant that in
connection with any such merger or acquisition of operations or
assets that the Management of Registrant will be transferred to the
new controlling shareholders. The Management of Registrant intends
to negotiate covenants with any such company or controlling
shareholders that it/they will maintain Registrant's registration
with the Securities and Exchange Commission, comply with the
terms of its Articles of Incorporation and Bylaws in all respects,
maintain and promote an orderly market in Registrant's Common Stock
and otherwise treat Registrant's shareholders fairly.
Liquidity and Capital Resources
The Registrant's cash resources and liquidity are extremely limited.
The Registrant has no assets to use as collateral to allow the
Registrant to borrow, and there is no available external funding
source. If no combination partner can be found within twelve months,
Registrant will experience severe cash flow difficulties.
Registrant's principal needs for capital are for Securities and
Exchange Commission reporting requirements, bookkeeping and
professional fees.
<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: December 14, 2000
