U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
AMENDMENT NO. 1
(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, 1999
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:
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 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
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ASSETS
October 31, 1999 April 30, 1999
(Unaudited) (Audited)
CURRENT ASSETS
Cash and cash equivalents $ 20,996 $ 8,542
Total current assets 20,996 8,542
PROPERTY AND EQUIPMENT - at cost:
Furniture, fixtures and equipment 37,341 4,317
Less accumulated depreciation (432) (432)
$ 36,909 $ 3,885
OTHER ASSETS
Loans receivable-related party 262,920 155,118
Loan receivable 244,015 189,014
Investments-Art 453,178 431,884
Available for sale securities
including allowance
for change in market value of
$276,805 - -
960,112 776,016
TOTAL ASSETS $1,018,018 $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)
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LIABILITIES AND STOCKHOLDERS' EQUITY
October 31, 1999 April 30, 1999
(Unaudited) (Audited)
CURRENT LIABILITIES:
Account payable $ 3,263 $ 3,303
Notes - related parties 207,642 100,000
Accrued expenses 3,000 3,000
Taxes payable 13,764 8,362
Total current liabilities 227,669 114,665
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 3,900
249 shares of Series W issued
and outstanding 2 2
258,000 shares of Series F issued
and outstanding 2580 2580
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 1,265,223 1,265,223
Accumulated other comprehensive income:
Unrealized loss on securities
available for sale (276,805) (276,805)
Retained earnings (deficit) (221,432) (338,003)
790,349 673,778
$1,018,018 $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,
1999 1998
REVENUES:
Administrative services $ 3,000 $ 0
Consulting services 400,000 787,985
Total Revenue 403,000 787,985
COSTS AND EXPENSES:
Net cost of investment - 309,251
General and administrative 113,090 133,032
Depreciation - 1,431
Interest expense 3,500 1,956
116,590 445,670
INCOME (LOSS) FROM OPERATIONS 286,410 342,315
OTHER INCOME:
Interest income 4 1,454
NET PROFIT (LOSS) FROM OPERATIONS 286,414 343,769
DIVIDENDS ON PREFERRED STOCK (4,800) (4,800)
NET PROFIT (LOSS) ATTRIBUTABLE
TO COMMON STOCKHOLDERS $ 281,610 $ 338,969
NET PROFIT (LOSS) PER COMMON SHARE $ .024 $ .029
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 11,500,000 11,500,000
</TABLE>
FORME CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Six Months Ended
October 31,
1999 1998
REVENUES:
Administrative services $ 3,000 $ 0
Consulting services 400,000 787,985
Total Revenue 403,000 787,985
COSTS AND EXPENSES:
Net cost of investment - 309,251
General and administrative 233,349 140,491
Depreciation - 5,322
Interest expense 6,906 3,289
240,255 458,353
INCOME (LOSS) FROM OPERATIONS 162,745 329,632
OTHER INCOME:
Interest income 1,222 2,400
NET PROFIT (LOSS) FROM OPERATIONS 161,523 332,032
DIVIDENDS ON PREFERRED STOCK (9,600) (4,800)
NET PROFIT (LOSS) ATTRIBUTABLE
TO COMMON STOCKHOLDERS $151,923 $ 327,232
NET PROFIT (LOSS) PER COMMON SHARE $ .013 $ .028
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,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit $ 162,745 $327,232
Adjustments to reconcile net profit to net cash from operating
activities:
Depreciation and amortization - 5,322
(Gain) loss on disposal of assets - (478,733)
Change in assets and liabilities, net of
effects from purchase of subsidiaries:
Notes Payable 104,000 (100,000)
(Increase) decrease in prepaid expenses
and deposits (6,344) -
Increase (decrease) accounts payable
and accrued expenses 3,263 14,067
Accounts Receivable - 349
Net cash provided by operating
activities 263,664 239,592
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (33,023) (2,700)
Purchase of art (21,294) -
Purchase of marketable securities - (331,757)
Proceeds from sale of marketable securities - 487
Proceeds from sale of investment - 787,985
Net cash from investing activities (54,317) 454,015
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Preferred Stock - -
Dividends paid to preferred shareholder (9,600) (4,800)
Loans to unrelated party (55,000) (40,000)
Loans to related party (132,292) (215,000)
Net cash used by financing activities (196,892) (250,200)
NET INCREASE (DECREASE) IN CASH 12,454 35,777
CASH AT BEGINNING OF PERIOD 8,542 126,611
CASH AT END OF PERIOD $20,996 $162,388
SUPPLEMENTAL INFORMATION:
Cash paid for interest $ - $ 3,289
Cash paid for taxes $ - $ -
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NONCASH INVESTING AND FINANCING ACTIVITIES
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Six Months Ended
October 31,
1999 1998
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 - 249,000
</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,
1999.
Item 2. Management Discussion and Analysis of Financial Condition
The six months ended October 31, 1999 showed a profit of $161,523
compared with $332,032. The profit was due to consulting and
administrative services received. Such consulting and administrative
services are provided on an irregular basis and are not necessary
indicative of services revenues that might be received in future
periods. Registrant continues to invest in antique art, and has
launched its Internet website victorian-paintings.com. General and
administrative expenses for the six month period were $233,349
compared with $140,491, and resulted from increased activities
relating to victorian-paintings.com.
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 its operations 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>
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: January 19, 2000
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-2000
<PERIOD-END> OCT-31-1999
<CASH> 20996
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20996
<PP&E> 37341
<DEPRECIATION> (432)
<TOTAL-ASSETS> 1018018
<CURRENT-LIABILITIES> 227669
<BONDS> 0
0
9283
<COMMON> 11500
<OTHER-SE> 790349
<TOTAL-LIABILITY-AND-EQUITY> 1018018
<SALES> 403000
<TOTAL-REVENUES> 403000
<CGS> 240225
<TOTAL-COSTS> 240225
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6906
<INCOME-PRETAX> 161523
<INCOME-TAX> 161523
<INCOME-CONTINUING> 161523
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 161523
<EPS-BASIC> .013
<EPS-DILUTED> .013
</TABLE>
